EXHIBIT 99.4
GULFPORT ENERGY CORPORATION
SHARES OF COMMON STOCK OFFERED PURSUANT TO RIGHTS DISTRIBUTED TO RECORD
STOCKHOLDERS OF GULFPORT ENERGY CORPORATION
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks,
trust companies and other nominees in connection with the rights offering (the
"Rights Offering") by Gulfport Energy Corporation, a Delaware corporation
("Gulfport"), of shares of its common stock, par value $0.01 per share (the
"Common Stock"), pursuant to transferable subscription rights (the "Rights")
distributed to all holders of record ("Recordholders") of shares of Gulfport's
Common Stock at the close of business on ____________, 2004 (the "Record Date").
The Rights are described in Gulfport's Prospectus dated ___________, 2004 (the
"Prospectus").
In the Rights Offering, Gulfport is offering an aggregate of approximately
10,000,000 shares of its Common Stock, as described in the Prospectus. The
Rights will expire, if not exercised, at 5:00 p.m., Dallas time, on ___________,
2004, unless extended in the sole discretion of Gulfport (as it may be extended,
the "Expiration Date"). Each Right allows the holder thereof to subscribe for
one share of Common Stock (the "Basic Subscription Privilege") at the cash price
of $_____ per share (the "Subscription Price").
Each Right also carries with it the ability for the holder thereof to
subscribe (the "Over-Subscription Privilege") for additional shares of Common
Stock that have not been purchased by other Recordholders pursuant to their
Basic Subscription Privilege, at the Subscription Price, if such holder has
fully exercised its Basic Subscription Privilege. See "The Rights
Offering-Subscription Privileges" in the Prospectus.
The Rights are evidenced by a transferable Rights certificate (a
"Subscription Rights Certificate") registered in your name or the name of your
nominee. Each beneficial owner of shares of Common Stock registered in your
name or the name of your nominee is entitled to one Right for every 1.0146
shares of Common Stock owned by such beneficial owner as of the close of
business on the Record Date. The Rights will be transferable until the close of
business on the last trading day preceding the Expiration Date.
We are asking persons who hold shares of Common Stock beneficially and who
have received the Rights distributable with respect to those shares through a
broker, dealer, commercial bank, trust company or other nominee, as well as
persons who hold certificates of Common Stock directly and prefer to have such
institutions effect transactions relating to the Rights on their behalf, to
contact the appropriate institution or nominee and request it to effect the
transactions for them. In addition, we are asking beneficial owners who wish to
obtain a separate Subscription Rights Certificate to contact the appropriate
nominee as soon as possible and request that a separate Subscription Rights
Certificate be issued.
Please take prompt action to notify any beneficial owners of Common Stock
as to the Rights Offering and the procedures and deadlines that must be followed
to exercise, transfer or sell their Rights. If you exercise the
Over-Subscription Privilege on behalf of beneficial owners of Rights, you will
be required to certify to the Subscription Agent and Gulfport, in connection
with the exercise of the Over-Subscription Privilege, as to the aggregate number
of Rights that have been exercised pursuant to the Basic Subscription Privilege,
whether the Basic Subscription Privilege of each beneficial owner of Rights on
whose behalf you are acting has been exercised in full, and the number of shares
of Common Stock being subscribed for pursuant to the Over-Subscription Privilege
by each beneficial owner of Rights on whose behalf you are acting.
All commissions, fees and other expenses (including brokerage commissions
and transfer taxes), other than fees and expenses of the Subscription Agent,
incurred in connection with the exercise of the Rights will be for the account
of the holder of the Rights, and none of such commissions, fees or expenses will
be paid by Gulfport or the Subscription Agent.
Enclosed are copies of the following documents:
1. Prospectus;
2. Instruction as to Use of Gulfport Energy Corporation
Subscription Rights Certificates (including a Notice of Guaranteed Delivery for
Subscription Rights Certificates Issued by Gulfport Energy Corporation);
3. A form of letter that may be sent to your clients for whose
accounts you hold shares of Common Stock registered in your name or the name of
your nominee, with an attached form of instruction;
4. Nominee Holder Certification; and
5. A return envelope addressed to UMB Bank, N.A., the Subscription
Agent.
Your prompt action is requested. To exercise Rights, you should deliver the
properly completed and signed Subscription Rights Certificate (or the Notice of
Guaranteed Delivery if you are following the Guaranteed Delivery Procedures),
with payment of the Subscription Price in full for each share of Common Stock
subscribed for, to the Subscription Agent, as indicated in the Prospectus. The
Subscription Agent must receive the Subscription Rights Certificate or Notice of
Guaranteed Delivery with payment of the Subscription Price, including final
clearance of any checks, prior to 5:00 p.m., Dallas time, on the Expiration
Date. Failure to return the properly completed Subscription Rights Certificate
with the correct payment may result in your not being able to exercise your
Rights. A Rights holder cannot revoke the exercise of its Rights. Rights not
exercised prior to the Expiration Date will expire.
Additional copies of the enclosed materials may be obtained from the
Subscription Agent by calling (816) 860-3020.
Very truly yours,
GULFPORT ENERGY CORPORATION
Nothing in the Prospectus or in the enclosed documents shall constitute you
or any person as an agent of Gulfport Energy Corporation, the Subscription Agent
or any other person making or deemed to be making offers of the securities
issuable upon valid exercise of the Rights, or authorize you or any other person
to make any statements on behalf of any of them with respect to the Offering
except for statements expressly made in the Prospectus.
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