Dune Energy, Inc.
3050 Post Oak Blvd., Suite 695
Houston, TX 77056
January 19, 2007
Re: Tender Offer for American Natural Energy Corporation 8% Convertible
Debentures Due September 30, 2006 (the "Debentures"); Amendment to
Schedule TO and Offer to Purchase
Dear Debenture Holder:
Reference is made to letter dated December 28, 2006 from Dune Energy, Inc.
("Dune") tendering Dune's offer to purchase the above-referenced Debentures
registered in your name upon and subject to the terms and conditions set forth
in that Offer to Purchase Statement ("Offer to Purchase") enclosed therewith,
which tender offer was further evidenced by that Tender Offer Statement on
Schedule TO-T filed with the Securities and Exchange Commission (the
"Commission") by Dune on such date.
At the request of the Commission, we have now amended our Schedule TO-T
("Amendment No. 1") to provide summary financial data for Dune at each of
December 31, 2005 and 2004 and for the year ended December 31, 2006, as well as
at September 30, 2006 and for the nine-month period ended thereon, a copy of
which is enclosed herewith. The summary financial data, enclosed herewith, is
derived from financial statements contained in Dune's Annual Report on Form
10-KSB and September 30, 1996 Quarterly Report on Form 10-QSB incorporated in
the Schedule TO-T and publicly available, together with Dune's other
publicly-filed documents, at the Commissions website at http://www.sec.gov.
None of the economic terms of the tender offer have been modified by
Amendment No. 1, including the Purchase Price and the calculation on January 26,
2007 of the number of Dune Shares comprising the Purchase Price, all as set
forth in the Offer to Purchase previously delivered to you. Moreover, a
toll-free telephone number at 1-800-510-8522 (Attn: Matthew S. Cohen, Esq.) has
been made available to debenture holders during the balance of the offering for
purposes of ascertaining the representative Purchase Price with respect to the
offer, calculated as if the 10-day trading period used for calculating the
Purchase Price ended on the trading day preceding any telephone call.
Other amendments made to the Offer to Purchase, as reflected in the
amended and restated Offer to Purchase included as an exhibit to Amendment No.
1, are designed to explicitly ensure that (i) any waiver by Dune of any of the
conditions to the tender offer shall be applicable to all debenture holders and
Debenture Holders
January 19, 2007
Page 2 of 3
(ii) no debenture holder is deemed to have released or waived Dune, implicitly
or otherwise, from any liability under the securities laws that may arise in
connection with the tender offer.
The Amended and Restated Offer to Purchase is an exhibit to Amendment No.
1 and, together with Amendment No. 1, is accessible under the public filings of
American Natural Energy Corporation at the Commission's website at
http://www.sec.gov.
Lastly, as a follow up to the December 28th correspondence, you are
reminded that to validly tender your Debentures the Depositary must receive on
or before January 31, 2007:
1. Complete, sign (and obtain a Medallion Signature Guaranty for) the
Letter of Transmittal delivered in our December 28th correspondence,
as required on pages 2 and 3 thereof;
2. Complete, sign (and obtain a Medallion Signature Guaranty for) the
Transfer Form delivered in our December 28th correspondence; and
3. Mail to Computershare Trust Company of Canada, as Depositary, the
signed Letter of Transmittal, Transfer Form and the original
Debentures and related certificates previously issued to you.
If you have any questions concerning the tender offer, you are directed to
contact Luce Lafontaine at the office of the Depositary at telephone number
(604) 661-0203 or Matthew S. Cohen, Esq. at Eaton & Van Winkle, LLP, as counsel
for Dune, at (212) 779-9910.
By Order Of the Board of Directors
/s/ Richard M. Cohen
----------------------------------
Richard M. Cohen
Secretary, Dune Energy, Inc.
Enclosure: Summary Financial Data
Summary Financial Data of Dune Energy, Inc.*
The summary balance sheet data and the statement of operations data of the
Company set forth below are derived from the financial statements of the Company
incorporated herein by reference to its periodic filings with the SEC, copies of
which are publicly available over the Internet at the SEC's website at
http://www.sec.gov, as provided in the Offer to Purchase in the section entitled
"Where You Can Find More Information". This financial data should be read in
conjunction with, and is qualified in its entirety by reference to, such
financial statements and all of the financial information and notes contained
therein.
The financial sheet data as of December 31, 2005 and 2004 and for the year
then ended have been derived from the financial statements of the Company
audited by Malone & Bailey, PC, which financial statements are incorporated
herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2005 previously filed with the SEC. The financial data
for the nine-month periods ended September 30, 2006 and September 30, 2005 have
been derived from the unaudited financial statements incorporated herein by
reference to the Company's Quarterly Report on Form 10-QSB for the quarterly
period ended September 30, 2006 previously filed with the SEC. These unaudited
financial statements have been prepared on a basis substantially consistent with
the audited financial statements and, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation of the Company's results of operations. The interim results are not
necessarily indicative of results to be expected for the full year, and the
historical results are not necessarily indicative of results to be expected in
any future period.
Summary Financial Data
Nine Months Ended Year Ended
September 30, December 31,
2006 2005 2005 2004
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Operating Data
Total revenues $ 4,171,890 $ 2,046,259 $ 3,742,278 $ 1,022,297
Operating loss (2,637,058) (605,862) (612,772) (1,079,717)
Net loss (7,461,734) (1,003,635) (1,584,643) (1,114,961)
Net loss per share:
Basic and diluted $ (0.13) $ (0.02) $ (0.03) $ (0.04)
September 30, December 31,
2006 2005
------------------------------
Balance Sheet Data
Current assets $ 8,848,062 $ 5,350,087
Noncurrent assets 69,360,422 53,181,692
Total assets 78,208,484 58,531,779
Current liabilities 4,568,359 4,280,024
Noncurrent liabilities 42,836,654 39,366,749
Total liabilities 47,405,013 43,646,773
Shareholder's equity 30,803,471 14,885,006
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* Excerpt from amended tender offer statement on Schedule TO-T/A (Amendment No.
1) filed with the Securities and Exchange Commission on June 17, 2007.