Investor Relations
HOUSTON, TX / ACCESSWIRE / August 7, 2019 / Camber Energy, Inc. (NYSE American: CEI) (“Camber” or the “Company”) based in Houston, Texas, announced today that the Company is launching a new shareholder communications program, focused on the strategy of Camber’s recently acquired subsidiary, Lineal Star Holdings LLC www.LinealStar.com, and its primary operating subsidiary, Lineal Industries, Inc., based in Pittsburgh, PA. The communication strategy will be built on an unwavering commitment to five elements we believe are essential to effective shareholder communications--consistency, clarity, candor, transparency, and trust.
The new strategy will initially feature our 64 year old primary operating subsidiary, Lineal Industries, Inc., as well as Lineal Star’s ongoing plans to grow by acquiring engineering, procurement and construction management companies (EPCM) as well as other companies complimentary to Lineal, and through internally generated organic growth from its current operations. Our focus will be on the transition of Camber from the highly volatile production of oil & gas, to providing midstream and downstream field services, turnarounds, maintenance and specialty construction services to top tier pipeline companies, public and private utilities, refineries and petrochemical facilities.
The Company also plans to launch a video series featuring Lineal Star executives, Project Managers, and our greatest asset, the employees of Lineal, some of whom have been with Lineal Industries for thirty or more years. The Company is currently interviewing investor relations firms experienced in media placement, in order to assist the Company with its new operational focus, its strengths, strategy and message, and to help the Company get its message into a variety of media platforms, including television, radio, print, social medi aand online news outlets.
Camber Energy Interim CEO Louis Schott commented,“Our enhanced communication strategy will be led by Lineal Star CEO, Tim Connolly, who has over 35 years of experience in public and private company investment, development and communication strategies. Connolly has appeared on numerous television and radio business news shows, and anchored his own nationally broadcast business-focused radio show, “Corporate Strategies with Tim Connolly”, for over 18 years. Tim Connolly’s unique skill set brings a distinct competitive advantage to Camber and our shareholders. We believe this will strengthen the effectiveness of our communication of the new Camber and Lineal Star business plan to the investment community.”
The Company also discloses that the previously disclosed non-binding Letter of Intent to purchase an EPCM, has been suspended as the seller wishes to see the outcome of the shareholder vote concerning the Company’s previously completed plan of merger entered into with Lineal and its former members. The Company anticipates revisiting the possibility of the transaction following the approval by the shareholders of the Company, of the issuance of shares of common stock to the former Lineal members and the terms of the Company’s previously completed plan of merger entered into with Lineal and its former members; however, there is no assurance such a transaction will occur. The Company and Lineal are continuing to focus on similar acquisitions of other companies.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy’s (NYSE American: CEI), primary focus is midstream and downstream pipeline specialty construction, maintenance and field services via its recently announced acquisition of Lineal Star Holdings LLC, as described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (SEC) on July 9, 2019 (as amended). For more information, please visit the Company's website at www.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include, but are not limited to, risks relating to the absence or delay in receipt of shareholder approval of the issuance of shares of our common stock in connection with our recent acquisition; government approvals or third party consents; risks relating to funding we may never receive and/or the terms of such funding, if received; the risks of substantial and significant ongoing dilution of common shareholders pursuant to conversions of our Series C Preferred Stock, conversion premiums associated therewith and true-ups thereon; risks related to over-hang and significant decreases in our common stock trading prices as common stock shares issued upon conversion of our Series C Preferred Stock are publicly sold, compounded and exacerbated by successive conversions and sales; risks relating to the liquidation preferences and rights of our preferred stock; risks relating to the redemption rights of our preferred stock; risks relating to extensions and approvals provided by the NYSE American; risks relating to our ability to maintain our NYSE American listing due to falling stock prices; risks relating to significant downward pressure on our common stock trading prices caused by sales of our common stock by our Series C Preferred Stock holder and others; risks related to potential future acquisitions or combinations, the risks of not closing such transactions and the ultimate terms of such acquisitions, if closed; and other risks described in Camber’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC, available at the SEC’s website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance, actual results or developments may differ materially from those projected and investors should not purchase the stock of Camber if they cannot withstand the loss of their entire investment. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
SOURCE: Camber Energy, Inc.
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HOUSTON, TX / ACCESSWIRE / August 5, 2019 / Camber Energy, Inc. (NYSE American:CEI) (“Camber” or the “Company”) based in Houston, Texas, announced today that its recently acquired subsidiary, Lineal Industries, Inc (“Lineal”) www.LinealStar.com, has been awarded a new contract from a large-cap master limited partnership owned by one of the larger oil and gas companies in the United States. The project entails re-construction of approximately 2,000 lineal feet of 20-inch gas pipeline, including a complete road and creek crossing located in South Western Pennsylvania. Budget for this project is approximately $3.9 million (US) and the project is expected to commence immediately and finish in the next 90 days. Craig Crawford, President of Lineal Industries commented, “This is an exciting addition to our pipeline of business, with immediate positive results for Lineal. The ability to swiftly deploy our safe and efficient workforce to projects of this size to major customers is exactly why Camber Energy acquired Lineal and how we are creating value for Camber.”
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy’s (NYSE AMERICAN:CEI), primary focus is midstream and downstream pipeline specialty construction, maintenance and field services via its recently announced acquisition of Lineal Star Holdings LLC, as described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (SEC) on July 9, 2019 (as amended). For more information, please visit the Company's website at www.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include, but are not limited to, risks relating to the absence or delay in receipt of shareholder approval of the issuance of shares of our common stock in connection with our recent acquisition; government approvals or third party consents; risks relating to funding we may never receive and/or the terms of such funding, if received; the risks of substantial and significant ongoing dilution of common shareholders pursuant to conversions of our Series C Preferred Stock, conversion premiums associated therewith and true-ups thereon; risks related to over-hang and significant decreases in our common stock trading prices as common stock shares issued upon conversion of our Series C Preferred Stock are publicly sold, compounded and exacerbated by successive conversions and sales; risks relating to the liquidation preferences and rights of our preferred stock; risks relating to the redemption rights of our preferred stock; risks relating to extensions and approvals provided by the NYSE American; risks relating to our ability to maintain our NYSE American listing due to falling stock prices; risks relating to significant downward pressure on our common stock trading prices caused by sales of our common stock by our Series C Preferred Stock holder and others; risks related to potential future acquisitions or combinations, including the potential acquisition previously disclosed, the risks of not closing such transaction and the ultimate terms of such acquisition, if closed; and other risks described in Camber’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC, available at the SEC’s website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance, actual results or developments may differ materially from those projected and investors should not purchase the stock of Camber if they cannot withstand the loss of their entire investment. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
Contact:
info@camber.net
SOURCE: Camber Energy, Inc.
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HOUSTON, TX / ACCESSWIRE / August 1, 2019 / Camber Energy, Inc. (NYSE American:CEI) (the “Company” or “Camber”), based in Houston, Texas, today provided an update based on multiple requests from its shareholders. As disclosed previously, following the Company’s acquisition of Lineal Star Holdings, LLC (“Lineal”), (whose website is www.LinealStar.com), the Company changed its business focus to growing its midstream and downstream pipeline integrity services, specialty construction and field services. Lineal’s historical and existing business relationships include 43 Master Service Agreements with top tier pipeline and utility companies and a large portfolio of current bidding opportunities. Lineal’s subsidiary in Pittsburgh is continuing its existing contract work as well as bidding on new work on a weekly basis.
As a major part of the post-transaction business plan with Lineal, Camber has agreed to support an active acquisition program. To demonstrate our commitment as part of the closing of the transaction, the Company has previously transferred $4 million to a dedicated bank account to be used, along with planned future debt funding, to close acquisitions that meet the Company’s criteria. The Company is continuing to review possible acquisitions on an ongoing basis.
The Company would also like to confirm to shareholders that one requirement of the closing with Lineal was that Lineal have a negotiated enterprise value of at least $20 million, which value was deemed fair by an independent third-party.
As previously disclosed, assuming shareholder approval in connection with the Lineal transaction is obtained, common shareholders as of such approval date will hold between approximately 6% and 6.67% of the Company’s fully-diluted capitalization, with Lineal’s previous owners holding between 66.7% and 70% of such capitalization, and the holder of the Company’s Series C Preferred Stock holding the remainder (as Series D Preferred Stock). As discussed in the Current Report on Form 8-K filed on July 9, 2019 (as amended), assuming shareholder approval for various matters required by the Lineal transaction, the Series C Preferred Stock will be exchanged for Series D Preferred Stock which will have a fixed conversion rate as discussed above.
As of July 31, 2019, the Company had 11,294,500 shares of common stock issued and outstanding. The Company is subject to continued substantial and significant ongoing dilution of common shareholders pursuant to conversions of our Series C Preferred Stock until such time as shareholder approval has been obtained.
The Company has received many emails and calls from shareholders requesting more information on the Lineal transaction. It is the Company’s policy to not individually address shareholder questions; however, we encourage you to send any questions you may have to info@camber.energy. The Company will analyze such questions in drafting its periodic reports and future shareholder letters.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy’s (NYSE American: CEI), primary focus is midstream and downstream pipeline specialty construction, maintenance and field services via its recently announced acquisition of Lineal Star Holdings LLC, as described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (SEC) on July 9, 2019 (as amended). For more information, please visit the Company's website at www.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include, but are not limited to, risks relating to the absence or delay in receipt of shareholder approval of the issuance of shares of our common stock in connection with our recent acquisition; government approvals or third party consents; risks relating to funding we may never receive and/or the terms of such funding, if received; the risks of substantial and significant ongoing dilution of common shareholders pursuant to conversions of our Series C Preferred Stock, dividend rights associated therewith and true-ups thereon; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including the acquisition disclosed above, the risks of not closing such transaction and the ultimate terms of such acquisition, if closed; and other risks described in Camber’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC, available at the SEC’s website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance, actual results or developments may differ materially from those projected and investors should not purchase the stock of Camber if they cannot withstand the loss of their entire investment. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
SOURCE: Camber Energy, Inc.
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HOUSTON, TX / ACCESSWIRE / July 23, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the “Company” or “Camber”), announced today that the parties to the previously disclosed non-binding Letter of Intent to purchase an Engineering and Procurement company have agreed to move forward with the preparation of definitive documents to close the transaction.
Louis G. Schott, the Interim CEO of Camber stated, “We are continuing the process of due diligence and negotiation with the management of the engineering firm, and we are satisfied with those positive results to date. If the parties are able to reach agreement on the final documents and the required financing is obtained, the transaction should be completed within 30 days; however, there are no guarantees this can or will occur.”
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle. The Company also provides midstream and downstream pipeline specialty construction, maintenance and field services via its recently announced acquisition agreement with Lineal Star Holdings LLC, as described in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (SEC) on July 9, 2019. For more information, please visit the Company's website at www.camber.energy. The Company’s SEC filings are available at www.sec.gov.
Safe Harbor Statement and Disclaimer
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include, but are not limited to, risks relating to the absence or delay in receipt of shareholder approval of the issuance of shares of our common stock in connection with our recent acquisition; government approvals or third party consents; risks relating to funding we may never receive and/or the terms of such funding, if received; the risks of substantial ongoing dilution of common shareholders pursuant to conversions of our preferred stock; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including the acquisition disclosed above, the risks of not closing such transaction and the ultimate terms of such acquisition, if closed; and other risks described in Camber’s Annual Report on Form 10-K and other filings with the SEC, available at the SEC’s website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance, actual results or developments may differ materially from those projected and investors should not purchase the stock of Camber if they cannot withstand the loss of their entire investment. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
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HOUSTON, TX / ACCESSWIRE / July 18, 2019 / Camber Energy, Inc. (NYSE American: CEI) (“Camber” or the “Company”) based in Houston, Texas, announced today its recently acquired subsidiary Lineal Star Holdings, LLC (“Lineal”) www.LinealStar.com, is working with Camber’s auditors to prepare Lineal’s financial statements, which must be filed with the Securities and Exchange Commission (the “SEC”) within approximately seventy-five days of the closing of the Agreement and Plan of Merger.
Louis G. Schott, the Interim CEO of Camber stated, “We are continuing to work towards completing the audit of the financials of Lineal as required by SEC rules and requirementsand anticipate it will be filed on a timely basis.”
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy’s (NYSE American: CEI) primary focus is midstream and downstream pipeline specialty construction, maintenance and field services via its recently announced acquisition of Lineal Star Holdings LLC. Certain elements of the Lineal Star Holdings acquisition agreement detailed in the Current Report on Form 8-K releasedby the Company on July 9, 2019, are subject to the results of a shareholder vote expected to be held by the end of 2019. For more information, please visit the Company's website at www.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes ''forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including ''will,'' ''may,'' ''expects,'' ''projects,'' ''anticipates,'' ''plans,'' ''believes,'' ''estimate,'' ''should,'' and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks relating to the absence or delay in receipt of the required shareholder approval of certain terms of the acquisition of Lineal; government approvals or third party consents; risks relating to funding; the risks of substantial ongoing dilution of common shareholders pursuant to conversion of Series C Redeemable Convertible Preferred Stock of the Company, and other shares due pursuant to the designation of such preferred stock; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including the proposed acquisition disclosed above, and the risks of not closing such transactions; risks inherent in natural gas and oil drilling and production activities, including risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks with respect to natural gas and oil prices, a material decline which could cause Camber to delay or suspend planned drilling operations or reduce production levels; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; and other risks described in Camber's Annual Report on Form 10-K and other filings with the SEC, available at the SEC's website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance, actual results or developments may differ materially from those projected and investors should not purchase the stock of Camber Energy if they cannot withstand the loss of their entire investment. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
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HOUSTON, TX / ACCESSWIRE / July 9, 2019 / Camber Energy, Inc. (NYSE American: CEI) (“Camber” or the “Company”) based in Houston, Texas, announced today that on July 8, 2019, it closed the previously announced acquisition of Lineal Star Holdings, LLC (“Lineal”) www.LinealStar.com. The acquisition was completed in an all-stock transaction, by the entry into an Agreement and Plan of Merger.
Lineal, based in Houston, Texas, is the parent company of (a) 64-year-old Lineal Industries Inc. (“Lineal Industries”), based in Pittsburgh, Pennsylvania, and (b) Lineal Star Incorporated (“Lineal Star”), headquartered in Houston, each of which were acquired by the Company as part of the merger. Lineal Industries has provided over six decades of upstream, midstream, and utilities pipeline maintenance, specialty construction and integrity services to Fortune 500 companies located in the states of Ohio, Pennsylvania, Virginia, West Virginia, Maryland and New York.
The Company plans to expand the Lineal brand by acquiring and developing complementary specialty engineering, procurement and construction energy infrastructure service businesses, as well as generating organic growth in downstream field services in Lineal Star, Lineal’s newly formed Gulf Coast based operation. The Company’s strategy is a balanced approach to acquire and grow energy service businesses that focus in upstream, midstream and downstream sectors that are not severely affected by wide swings in the commodity price of oil and natural gas.
Camber Energy Interim Chief Executive Officer, Louis G. Schott, commented, “We are extremely excited to announce the closing of the acquisition of Lineal which we have been working on for the past several months to complete. We believe that as a result of the acquisition, and by implementing technological efficiencies with centralized financial systems and controls, we can build a less volatile, more diverse income stream. In addition, we plan toremain focused on the 64-year-old Lineal Industries model - providing day-to-day maintenance requirements of public utilities rights of way, upstream, midstream, downstream and pipeline maintenance, and the specialty construction and integrity services required by Lineal’s client base. These are services that are needed every day, regardless of the price of oil or natural gas. We believe the acquisition will significantly increase our future revenue streams which will in turn increase shareholder value.”
Pursuant to the transaction, the former members of Lineal received shares of the Company’s newly designated Series E and Series F Preferred Stock, which in aggregate vote 19.9% of the Company’s voting shares prior to such time, if ever, as the merger agreement and the issuance of shares of common stock in connection therewith have been approved by the Company’s shareholders (“Shareholder Approval”), and will vote 80% of the Company’s voting stock(Series E Preferred Stock) and convert into between 67% and 70% of the Company’s total fully-diluted shares, upon Shareholder Approval (Series E Preferred Stock). As part of the transaction,we also entered into agreements with the Company’s Series C Preferred Stock holders, which subject to the terms thereof, and the Shareholder Approval, have agreed to exchange all of their shares of Series C Preferred Stock for shares of a new Series D Preferred Stock which will fix the number of shares of common stock issuable upon conversion thereof and significantly reduce the liquidation preference of such preferred stock.
* * * * *
More information regarding the Plan of Merger, related agreements and transactions, the terms of the Series E and F Preferred Stock and the other matters discussed herein and related to the merger, are included in a Current Report on Form 8-K which the Company has filed with the Securities and Exchange Commission.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle as well as other basins with a new focus on midstream and downstream pipeline integrity services, specialty construction and field services. For more information, please visit the Company’s website at www.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks described in Camber's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other filings with the SEC, available at the SEC’s website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company’s SEC filings are available at http://www.sec.gov.
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HOUSTON, TX / ACCESSWIRE / July 8, 2019 / Camber Energy, Inc. (NYSE American: CEI) (“Camber” or the “Company”) based in Houston, Texas, announced today that, (a) it had received a deficiency letter (“Letter”) from NYSE American LLC (“NYSE American” or the “Exchange”) stating that the Company is not in compliance with the continued listing standards as set forth in Section 103(f)(v) of the NYSE American Company Guide (“Company Guide”); (b) that its previously announced 1-for-25 reverse stock split, is effective as of 12:01 a.m. Central Standard Time today, and will be reflected in the marketplace as of the open of trading; and (c) that its previously announced acquisition of Lineal Star Holdings (“Lineal”) is now scheduled to close later today.
NYSE Non-Compliance
The Letter stated that because the Company’s common stock had been trading for a low price per share for a substantial period of time, the Company was not in compliance with Section 1003(f)(v) of the Company Guide. The NYSE American staff determined that the Company’s continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which the staff determined to be until January 2, 2020. The Company undertook the reverse stock split, discussed below, in an effort to regain compliance with the listing standards set forth in the Company Guide and to avoid an automatic delisting of the Company’s common stock, which would occur if the Company’s common stock traded below $0.06 per share.
Reverse Stock Split
As previously disclosed, pursuant to the authorization provided by the Company’s stockholders at the Company’s February 19, 2019, annual meeting (pursuant to which the Company’s stockholders granted authority to the Board of Directors, in its sole discretion, to determine whether to proceed with a reverse stock split and, if the Board of Directors so determined, to select the reverse stock ratio, in a ratio of between 1-for-5 and 1-for-25), the Board of Directors approved, on July 1, 2018, a 1-for-25 reverse stock split of the Company’s issued and outstanding shares of common stock.
The effect of the reverse split was only to divide our issued and outstanding common stock by 25, the result of which (other than minimal changes due to rounding), is a purely mechanical change (in a ratio of 1-for-25) to our stock price (which will be adjusted upward by a factor of 25 at the open of trading), and issued and outstanding shares of common stock.
No fractional shares will be issued as a result of the reverse split, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-reverse stock split common stock to any shareholder who otherwise would have received a fractional share as a result of the reverse stock split.
All options, warrants and convertible securities of the Company outstanding immediately prior to the reverse stock split (to the extent they don’t provide otherwise) will be appropriately adjusted by dividing the number of shares of common stock into which the options, warrants and convertible securities are exercisable or convertible by 25 and multiplying the exercise or conversion price thereof by 25, as a result of the reverse stock split.
The reverse stock split does not affect the Company’s authorized common stock, preferred stock or previously designated series of preferred stock, except to affect, where applicable, the conversion rates and voting rights of such preferred stock.
ClearTrust, LLC, Camber’s transfer agent, will act as the exchange agent for the reverse stock split. Please contact ClearTrust, LLC for further information at (813) 235-4490.
Closing with Lineal
The planned closing of the acquisition of Lineal, www.LinealStar.com, pursuant to the Company’s previously disclosed non-binding letter of intent, is now scheduled for July 8, 2019. All required consents have been obtained and signatures have been obtained.
More information regarding the deficiency letter from the Exchange and the 1-for-25 reverse stock split will be included in a Current Report on Form 8-K which the Company will file with the Securities and Exchange Commission on July 8, 2019. More information on the Lineal acquisition will be provided in a Form 8-K which the Company will file following the closing.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle as well as other basins with a new focus on midstream and downstream pipeline integrity services, specialty construction and field services. For more information, please visit the Company’s website at www.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks inherent in natural gas and oil drilling and production activities, including risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks with respect to natural gas and oil prices, a material decline which could cause Camber to delay or suspend planned drilling operations or reduce production levels; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or third party consents; risks relating to funding we may never receive pursuant to the November 2018 Stock Purchase Agreement; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including, but not limited to its planned acquisition as previously disclosed, including, but not limited to the Company’s ability to structure the transaction described above in a tax free manner and the finalization of mutually acceptable definitive documents and terms relating thereto and the risk of not closing such transaction on a timely basis, if at all; and other risks described in Camber's most recent Annual Report on Form 10-K and other filings with the SEC, available at the SEC’s website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company’s SEC filings are available at http://www.sec.gov.
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SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/551000/Camber-Energy-Inc-Announces-Notification-of-NYSE-American-Continued-Listing-Deficiency-and-Effectiveness-of-One-for-Twenty-Five-Reverse-Stock-Split-and-its-Scheduled-Acquisition-of-Lineal-Star-Holdings
HOUSTON, TX / ACCESSWIRE / July 2,2019 / Camber Energy, Inc. (NYSE American: CEI) ("Camber" or the "Company") based in Houston, Texas, announced today that the Board of Directors has approved a 1for25 reverse split of the Company's issued and outstanding shares of common stock. The 1for25 reverse stock split will be effective pre-market open on Monday, July 8, 2019, in connection with the filing of a Certificate of Amendment to Camber's Certificate of Incorporation and Camber's common stock will begin trading on a splitadjusted basis when the market opens on Monday, July 8, 2019.
At Camber's 2019 Annual Meeting of Stockholders held on February 19, 2019, Camber's stockholders granted authority to the Board of Directors, in its sole discretion, to determine whether to proceed with a reverse stock split and, if the Board of Directors so determined, to select the reverse stock ratio, in a ratio of between 1-for-5 and 1-for-25, and to file a Certificate of Amendment to Camber's Certificate of Incorporation to effect the reverse stock split at the ratio determined by the Board of Directors. The reverse stock split was approved by the Board of Directors pursuant to the authority granted to the Board of Directors by the stockholders at the February 19, 2019 annual meeting.
When the reverse stock split becomes effective, every 25 shares of Camber's issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share. Instead, each stockholder will have such aggregate fractional holdings rounded up to the next whole share. The reverse stock split will not impact any stockholder's percentage ownership of Camber or voting power, except for minimal effects resulting from the treatment of fractional shares. Following the reverse stock split, the number of outstanding shares of Camber's common stock will be reduced by a factor of twenty-five. The Certificate of Amendment to Camber's Certificate of Incorporation will not decrease the number of authorized shares of common stock.
All options, warrants and convertible securities of the Company outstanding immediately prior to the reverse stock split (to the extent they don't provide otherwise) will be appropriately adjusted by dividing the number of shares of common stock into which the options, warrants and convertible securities are exercisable or convertible by 25 and multiplying the exercise or conversion price thereof by 25, as a result of the reverse stock split.
Camber's shares of common stock will continue to trade on the NYSE American ("NYSE") under the symbol "CEI" but will trade under a new CUSIP. The reverse stock split is intended to increase the market price per share of Camber's common stock in order to ensure the continued compliance of the Company's common stock with the NYSE continued listing standards relating to minimum prices per share and to position the Company's capitalization for the planned closing of the acquisition of Lineal Star Holdings ("Lineal"), www.LinealStar.com, pursuant to the Company's previously disclosed non-binding letter of intent.
ClearTrust, LLC, Camber's transfer agent, will act as the exchange agent for the reverse stock split. Please contact ClearTrust, LLC for further information at (813) 235-4490.
More information regarding the 1-for-25 reverse stock split will be included in a Current Report on Form 8-K which the Company will file with the Securities and Exchange Commission on July 8, 2019.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle as well as other basins with a new focus on midstream and downstream pipeline integrity services, specialty construction and field services. For more information, please visit the Company's website at www.camber.energy.
SafeHarbor Statement and Disclaimer
This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including "will," "may," "expects," "projects," "anticipates," "plans," "believes," "estimate," "should," and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks inherent in natural gas and oil drilling and production activities, including risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks with respect to natural gas and oil prices, a material decline which could cause Camber to delay or suspend planned drilling operations or reduce production levels; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or third party consents; risks relating to funding we may never receive pursuant to the November 2018 Stock Purchase Agreement; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including, but not limited to the planned acquisition disclosed above, including, but not limited to the Company's ability to structure the transaction described above in a tax free manner and the finalization of mutually acceptable definitive documents and terms relating thereto and the risk of not closing such transaction on a timely basis, if at all; and other risks described in Camber's most recent Annual Report on Form 10-K and other filings with the SEC, available at the SEC's website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
SOURCE: Camber Energy, Inc.
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HOUSTON, TX / ACCESSWIRE / June 20, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the "Company" or "Camber"), based in Houston, Texas, today announced that it has come to agreement on mutually acceptable transaction documents with the holder of the Company's Series C Redeemable Convertible Preferred Stock and has provided the NYSE American with copies of the final documents memorializing said agreement for its review. The approval of the NYSE American of the terms and conditions of these agreements is one of the final material conditions required to be met prior to closing the acquisition.
The planned closing of the acquisition of Lineal Star Holdings ("Lineal"), www.LinealStar.com, pursuant to the Company's previously disclosed non-binding letter of intent, required the consent of, and a revised agreement with, the holder of the Company's Series C Redeemable Convertible Preferred Stock (which agreement is subject to NYSE American approval).
Lineal's subsidiaries provide midstream and downstream pipeline integrity services, specialty construction and field services and have entered into a non-binding letter of intent to purchase a Houston based Engineering and Procurement firm to expand their current service offering to a full range of engineering, procurement, specialty construction and upstream, midstream and downstream field services.
Louis G. Schott, Interim Chief Executive Officer of Camber stated, "We are happy to report the conclusion of negotiation of what we believe to be final agreements with the holder of our Series C Redeemable Convertible Preferred Stock and working towards completing the previously announced acquisition of Lineal."
The closing of Camber's Lineal transaction, which is an all-stock transaction, is subject to customary closing conditions, confirmation of final transaction documents and transaction terms, including confirmation of the structuring the transaction to be on a tax free basis, and other conditions, including, but not limited to final documents with Camber's Series C Preferred Stock holder amending the Series C Preferred Stock to alter the conversion rights thereof, and obtaining the requisite NYSE American approval of the transaction terms and agreements, which conditions may not be satisfied in a timely manner, if at all. The transaction contemplates the issuance of a new series of convertible preferred stock which will be convertible into 67-70% of the fully diluted common stock of Camber after shareholder approval, as required under the applicable NYSE American rules and requirements. Upon receipt of shareholder approval, it is contemplated that the shareholders of Lineal will have voting control of the Company.
The transaction may not close timely, on the terms set forth in the previously executed Letter of Intent, or at all. The transaction is subject to the conditions above, and the parties currently anticipate entering into definitive agreements in connection with the transaction and closing such transaction by the end of next week, subject to the timing of the required NYSE American review of such agreements and the parties mutual agreement on definitive agreements, which agreements and definitive terms associated therewith will be included on a Form 8‑K filed by the Company.
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle as well as other basins with a new focus on midstream and downstream pipeline integrity services, specialty construction and field services. For more information, please visit the Company's website at www.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including "will," "may," "expects," "projects," "anticipates," "plans," "believes," "estimate," "should," and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks inherent in natural gas and oil drilling and production activities, including risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks with respect to natural gas and oil prices, a material decline which could cause Camber to delay or suspend planned drilling operations or reduce production levels; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or third party consents; risks relating to funding we may never receive pursuant to the November 2018 Stock Purchase Agreement; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including, but not limited to the planned acquisition disclosed above, including, but not limited to the Company's ability to structure the transaction described above in a tax free manner and the finalization of mutually acceptable definitive documents and terms relating thereto, the approval of the NYSE American of the proposed transaction terms, and the risk of not closing such transactions on a timely basis, if at all; and other risks described in Camber's most recent Annual Report on Form 10-K and other filings with the SEC, available at the SEC's website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/549319/Camber-Energy-Provides-Final-Agreements-Related-to-its-Preferred-C-Shareholder-to-the-NYSE-American-in-Connection-with-its-Planned-Acquisition-of-Lineal-Star-Holdings
HOUSTON, TX / ACCESSWIRE / June 5, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the "Company" or "Camber"), based in Houston, Texas, today announced that on June 4, 2019, it received a letter from the NYSE American advising the Company that it had regained compliance with all of the NYSE American LLC continued listing standards set forth in Part 10 of the NYSE American Company Guide (the "Guide"). Specifically, effective on June 3, 2019, the Company resolved its previous continued listing deficiency with respect to Section 1003(f)(v) of the Guide, which the Company was previously subject to in December 2018, due to the low trading prices of its common stock.
As a result of such compliance, the Company is now in full compliance with all NYSE American continued listing requirements and effective on June 6, 2019, the below compliance (".BC") indicator will be removed from the Company's common stock and the Company will be removed from the NYSE American list of non-compliance issuers.
Louis G. Schott, Interim Chief Executive Officer of Camber stated, "We are delighted to be back in compliance with all of the NYSE American listing standards. Our re-compliance could not have been possible without the 1-for-25 reverse split which we affected in December 2018. We are looking forward to completing our previously announced combination transaction with Lineal Star Holdings and continuing to build shareholder value."
About Camber Energy, Inc.
Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle as well as other basins with a new focus on midstream and downstream pipeline integrity services, specialty construction and field services. For more information, please visit the Company's website atwww.camber.energy.
Safe Harbor Statement and Disclaimer
This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including "will," "may," "expects," "projects," "anticipates," "plans," "believes," "estimate," "should," and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks inherent in natural gas and oil drilling and production activities, including risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks with respect to natural gas and oil prices, a material decline which could cause Camber to delay or suspend planned drilling operations or reduce production levels; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or third party consents; risks relating to funding we may never receive pursuant to the November 2018 Stock Purchase Agreement; risks relating to extensions and approvals provided by the NYSE American; risks related to potential future acquisitions or combinations, including, but not limited to the planned acquisition disclosed above, including, but not limited to the Company's ability to structure the transaction described above in a tax free manner and the Company's Series C Preferred Stock holder's agreement on mutually acceptable definitive documents and terms, the approval of the NYSE American of the proposed transaction terms, and the risk of not closing such transactions on a timely basis, if at all; and other risks described in Camber's most recent Annual Report on Form 10-K and other filings with the SEC, available at the SEC's website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.
SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/547776/Camber-Energy-Inc-Announces-That-It-Has-Regained-Compliance-with-All-NYSE-American-Continued-Listing-Standards