HOUSTON, TX / ACCESSWIRE / February 4, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the ''Company'' or ''Camber''), based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, announced today that it had unaudited pro forma stockholders' equity, as of January 31, 2019, of over approximately $7.4 million, which exceeds the $6 million minimum amount of stockholders' equity the Company is required to maintain pursuant to Sections 1003(a)(i) through (iii) of the NYSE American Company Guide (the ''Guide'').
As previously reported, on August 3, 2017, the Company received notice from the NYSE American that the Company was not in compliance with Sections 1003(a)(i) through (iii) of the Guide because it had (i) stockholders' equity of less than $2,000,000 and sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; (ii) stockholders' equity of less than $4,000,000 and sustained losses from continuing operations and/or net losses in three of the Company's four most recent fiscal years; and (iii) stockholders' equity of less than $6,000,000 and sustained losses from continuing operations and/or net losses in the Company's five most recent fiscal years.
The Company subsequently submitted a plan to the NYSE American detailing the steps it planned to take to gain compliance with the Guide (i.e., raise our stockholders' equity above $6 million), and was provided until February 3, 2019, under such plan, to gain such compliance.
Notwithstanding the Company's estimated pro forma stockholders' equity, as described in greater detail in the Current Report on Form 8-K filed February 1, 2019 by the Company, the NYSE American has advised the Company that it is waiting until after we file our Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, to formally confirm our re-compliance with Sections 1003(a)(i) through (iii) of the Guide. Provided that the NYSE American has confirmed that our stockholders' equity as set forth in the Form 10-Q for the quarter ended December 31, 2018 exceeds $6 million, the NYSE American will confirm such compliance. We currently anticipate our stockholders' equity as of December 31, 2018 will exceed the $6 million we are required to have in order to regain compliance and believe at this point that formal NYSE American confirmation of such compliance is only a formality.
Notwithstanding the above, the NYSE American has not yet formally confirmed our re-compliance with Sections 1003(a)(i) through (iii) of the Guide, we are currently not deemed in compliance with the NYSE American continued listing standards (including Sections 1003(a)(i) through (iii) of the Guide), and if the NYSE American does not confirm our compliance with Sections 1003(a)(i) through (iii) of the Guide and/or if the Company becomes non-compliant with any of the other listing requirements of the NYSE Regulation, the NYSE Regulation staff may initiate delisting proceedings as appropriate.
Separate from the above, the Company announces that talks have been accelerating with acquisition and merger candidates and the Company hopes to announce positive news in connection therewith in the upcoming weeks.
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. 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; 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 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.
CONTACT: info@camber.net
SOURCE: Camber Energy, Inc.
HOUSTON, TX / ACCESSWIRE / January 18, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the "Company" or "Camber"), based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, today announced that the Company has had discussions with multiple investment banking firms to assist with identifying a merger or acquisition candidate and is contemplating engaging a firm in the event that a transaction is not completed with any of the current opportunities being explored in the near future. The Company has been actively seeking and considering acquisitions and merger candidates, but intends to aggressively expand and expedite the scope of the process to identify accretive transactions.
There can be no assurance that the Company's efforts will result in any transaction. The Company has not set a timetable for the completion of a transaction and does not intend to discuss or disclose further developments related to efforts unless and until its Board of Directors has approved a specific action or otherwise determined that further disclosure is appropriate.
Separately, management has received a high volume of emails, calls and text messages from shareholders regarding the company's recent transactions and future prospects. Due to the significant number of requests, the Company may not have sufficient resources to respond to all communications. Additionally, the Company would like to clarify its general practice, which is to avoid disclosing information to individual shareholders or potential shareholders which is not made through a publicly available filing or release. In some cases, where shareholders have questions or request information of a material non-public nature, the Company may choose to refrain from responding to such questions/requests to avoid the potential to inadvertently disclose material non-public information. Moving forward, when and if warranted, the Company plans to address shareholder questions and comments in such public filings and releases.
The Company reminds shareholders that the Company makes information regarding the Company, its results of operations and material agreements and events in press releases and Form 8-K filings, as well as periodic reports (reports on Form 10-Q and 10-K), which contain financial information regarding the company and disclosures of material transactions and agreements. Such information is available is available to the public on the Internet at the SEC's website at www.sec.gov and is available for download, free of charge, soon after such releases are made and/or reports are filed with or furnished to the SEC, on the ''Investors,'' ''SEC Filings'' page of our website at www.camber.energy.
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. 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 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 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.
Contact:
info@camber.net
SOURCE: Camber Energy, Inc.
HOUSTON, TX / ACCESSWIRE / January 16, 2019 / Camber Energy, Inc. (NYSE American: CEI) (the "Company" or "Camber"), based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, today provided a monthly update on its workover activities.
In the Panhandle in Hutchinson County, Texas, the Company's production has taken longer to reach its full potential due to unforeseen weather, compressor and electrical work delays as well as delays in the installation of an oil separator. As a result, the Company estimates that gross January 2019 production, based on flow tests, will total approximately 2,205 thousand cubic feet of natural gas (MCF) and 223 barrels of oil, for projected gross monthly revenues of approximately $26,000 this month. This is an estimated improvement of approximately 60 percent from the month of December 2018.
The Interim CEO of Camber, Louis G. Schott, noted, "While the Company has been disappointed in the delays, we are still very excited about the future of the Panhandle project.''
Mr. Schott added, "Additionally, the Company is continuing to evaluate other acquisition and merger opportunities."
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. 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 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 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.
Contact:
info@camber.net
SOURCE: Camber Energy, Inc.
HOUSTON, TX / ACCESSWIRE / January 9, 2019 / Camber Energy, Inc. (NYSE American: CEI) based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, announced today that its Interim Chief Executive Officer, Louis G. Schott, issued a letter to shareholders. The letter is set forth below:
To Our Shareholders:
The purpose of this letter is to provide a recap to the shareholders of Camber Energy, Inc. ("Camber" or the "Company") on behalf of its management. As we look back on the last eighteen months, we believe the Company has made significant strides. As of June 30, 2017, the Company was facing a major deficiency in cash, which was stifling its ability to operate its business, let alone grow. Additionally, the Company was out of compliance with its bank, International Bank of Commerce ("IBC"). Furthermore, the Company was attempting to massively reduce its general and administrative expenses. Finally, around the same time, the Company received a letter from NYSE American (the ''NYSE'') stating that Camber was not in compliance with NYSE listing standards and that Camber would be de-listed unless remedial measures were taken. In short, the condition of the Company was bleak.
In order to move forward, the Company had to first evaluate whether survival was a possibility. With no protection against failure, the management team, which included the previous CEO, the current CFO and the current interim CEO (as an advisor), moved forward with a plan to continue cost reductions, complete the Company's Annual Report on Form 10-K, which at that time was already due, develop a plan to regain compliance with the NYSE and somehow maintain a standstill with IBC, which at any time could have taken adversarial steps against the Company and its assets, including foreclosing on such assets, which would have resulted in a liquidation of the Company.
Upon completion of the 2017 Form 10-K, our next step was to raise funds to begin the clean-up of Camber's legacy, existing and ongoing liabilities, with the goal of improving Camber's balance sheet as well as undertaking efforts to request extensions from IBC, with the ultimate goal of regaining compliance with IBC's loan covenants.
The terms of the Company's 2016 equity financing arrangement with a third-party investor (the "Investor"), which included the sale of Series C Redeemable Convertible Preferred Stock (the "Series C Preferred Stock"), which financing was needed to provide the Company much needed capital to support its operations and pay outstanding liabilities, coupled with the sharp decline in the trading prices of the Company's common stock during 2017, resulted in substantial dilution to shareholders, which continues today. Due to the state of the Company and the trading prices of its stock, the Company had no equity alternatives that made financial sense in 2017, but was able to secure up to $16 million in financing from the Investor in connection with the sale of Series C Preferred Stock though its entry into an equity purchase agreement in October 2017.
With these funds in hand, the Company next began to attempt to clean up the balance sheet by paying down legacy liabilities and negotiating with IBC for extensions. Additionally, at that time, the Company submitted a formal plan to regain compliance with the NYSE, which was accepted and required the Company to regain compliance with the NYSE continued listing standards by no later than August of 2018 (which has since been extended as discussed below).
IBC Bank Debt
As the Company began 2018, it was still not in compliance with its loan with IBC. Additionally, the Company did not have cash flow to support interest or principal payments on the loan. To increase its asset value, as well as cash flow, the Company attempted a workover program on its Oklahoma operated assets and closed an acquisition in a different county in Oklahoma, producing from the same Hunton formation (the "Okemah Assets"), in early 2018.
While the workovers helped the Company, the overall value of the old Oklahoma assets appeared on the decline and management did not believe such assets would support reclaiming compliance with IBC. Additionally, while the Okemah assets appeared to have substantial potential, it was determined that these assets required time and funding to fully maximize their value.
As the Company completed its 2018 fiscal year (in March 2018), it was apparent that neither the reserves, nor the cash flows, would support the IBC debt or the Company's attempts to regain compliance with the NYSE stockholders' equity requirements. As a result, the Company had to undertake immediate action to remedy its ongoing defaults with IBC before IBC foreclosed on its assets. Since, Richard N. Azar II, Camber's CEO at the time, and Donnie Seay, then a member of Camber's Board of Directors, were both guarantors of the IBC debt, it was clear that the negotiations had to involve each of them. Therefore, Mr. Azar and Mr. Seay each resigned from their positions with the Company, and the Company pursued a transaction with those individuals and IBC. Following extensive discussions and negotiations, on June 25, 2018, Camber executed a non-binding letter of intent with a proposed buyer, affiliated with Mr. Azar and Mr. Seay, in connection with a contemplated exchange of a substantial portion of its assets in consideration for the buyer's assumption of all of Camber's debt with IBC.
Following further extensive negotiations and extensions, on September 26, 2018, Camber closed the above referenced transaction, pursuant to which the buyer, N&B Energy, LLC ("N&B"), assumed all of Camber's debt with IBC in exchange for all of the Company's assets located in Oklahoma. Camber retained its assets in Glasscock County and Hutchinson Counties, Texas, the assets the Company purchased in March of 2018, as well as a production payment and overriding royalty interest on the Okemah assets, and an overriding royalty interest on certain undeveloped leasehold interests. In summary, this transaction extinguished approximately $36.9 million of debt, significantly enhancing the Company's balance sheet and cash flow by eliminating the monthly debt service payments of $425,000 per month which were required by IBC.
Balance Sheet and Compliance with the NYSE American
As previously reported, in 2017, the Company received notice from the NYSE that the Company was not in compliance with Sections 1003(a)(i) through (iii) of the NYSE American Company Guide (the "Guide"). In order to maintain its listing on the NYSE, the NYSE had requested that the Company submit a plan of compliance addressing how the Company intended to regain compliance with Sections 1003(a)(i) through (iii) of the Guide by August 3, 2018. The plan was submitted timely and the NYSE previously granted the Company until August 3, 2018, which date was subsequently extended until December 15, 2018, prior to being extended further to February 3, 2019, to regain compliance with the continued listing standards of the Guide. Specifically, pursuant to Sections 1003(a)(i) through (iii) of the Guide, the Company is required to have at least $6 million of stockholders' equity as of February 3, 2019 to regain compliance with the NYSE continued listing standards.
Considering the Company had started the year with substantial negative stockholders' equity and had a $28 million stockholders' deficit at the end of the 2nd calendar quarter of 2018, the Company was in an extremely precarious position. Nevertheless, closing the N&B transaction extinguished the bank debt and with completed equity sales, the Company was able to increase its stockholders' equity to $2 million by the end of the third calendar quarter of 2018. Although this $30 million gain in stockholders' equity was incredible, the Company had still not reached its goal.
With less than a quarter to go before the NYSE's August 2018 deadline, the Company needed to increase its stockholders' equity by another $4 million. Over the first 75 days of the quarter, the Company increased its stockholders' equity through the conversion, by the Investor, of a $495,000 outstanding convertible debenture into shares of common stock on October 31, 2018 and the sale of an additional $3.5 million of Series C Preferred Stock on October 29, 2018 and $2.5 million of Series C Preferred Stock on December 3, 2018, to the Investor. The result of these transactions was that the Company had unaudited pro forma stockholders' equity, as of December 4, 2018, of approximately $8 million, which exceeds the $6 million minimum amount of stockholders' equity required by the NYSE for the Company to maintain the continued listing of its common stock on the NYSE. While there are no guarantees, we anticipate having to wait until the end of the plan period (as extended), in order to receive formal approval by the NYSE American of our re-compliance with the applicable continued listing standards, assuming that we continue to maintain stockholders' equity over $6 million through the end of such compliance period.
The December 24, 2018 Reverse Split
Because Camber's stock price unexpectedly dropped below $0.10 per share during the week beginning December 17, 2018, the Board of Directors believed they were forced to take immediate action to avoid Camber's common stock trading below $0.06 per share, which typically triggers immediate delisting by the NYSE. In connection therewith, the Board of Directors approved on December 19, 2018, effective as of December 24, 2018, a 1-for-25 reverse stock split, under applicable Nevada law (Nevada Revised Statutes (NRS) Section 78.207), proportionally adjusting both the Company's (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock. The effect of the reverse split was only to divide Camber's issued and outstanding common stock by 25 and to simultaneously divide Camber's authorized common stock by 25, the result of which (other than minimal changes due to rounding), was a purely mechanical change (in a ratio of 1-for-25) to our stock price (which was adjusted upward by a factor of 25 at the open of trading), and issued and outstanding shares of common stock. While this was not the ideal moment for the split, the risk of an automatic delisting from the NYSE if the stock had dropped below $0.06 per share was too great. The Board of Directors believes that taking action without approval of the shareholders (as was allowed under Nevada law) to affect the reverse was borne out by the fact that the Company's common stock actually traded as low as $0.07 per share at one point between the date the reverse was announced and effective.
Proxy Statement
On January 9, 2019, we filed a definitive proxy statement in connection with the Company's 2019 annual meeting of shareholders to be held on February 19, 2019. The proxy statement requested shareholder approval for, among other things, the amendment to our Articles of Incorporation to increase the number of our authorized but unissued shares of common stock (from 20 million shares following the reverse split described above, to 250 million) to provide sufficient available room for future transactions and issuances (as described in the proxy statement we currently have more shares reserved for future issuance than are available when taking into account our current number of shares of authorized common stock); to increase the number of shares available under our 2014 Stock Incentive Plan from 1,600 shares to 2.5 million shares (10% of the authorized shares following the proposed increase described above), to provide sufficient shares to incentive our management and employees); the approval of the issuance of more than 19.99% of our shares of common stock, as is required under NYSE rules, in connection with both of our prior 2018 funding agreements with the Investor (which approval is a required term and condition of such funding agreements and a closing condition to us receiving any further funding under the November 2018 agreement); and approval for a further reverse stock split, in the discretion of our Board of Directors, of between 1-for-5 and 1-for-25, at any time prior to the earlier of one year after the meeting and the date of the 2020 annual meeting. The reverse stock split approval is currently only being sought in order for our Board of Directors to implement a further reverse stock split, if one is necessary to maintain the listing of our common stock on the NYSE or in the event a transaction requires us to increase the trading value of our common stock, or the number of shares of common stock available for future issuance. Shareholder approval is being sought in advance of the need for another reverse stock split to avoid the time and expense associated with the calling of another shareholders' meeting in the future, in the event a reverse stock split is deemed necessary or warranted by the Board of Directors. At this time the Board of Directors has no intention to implement a further reverse stock split, even if approved by the shareholders at the annual meeting.
Conclusion
Overall, the Company accomplished several major milestones in 2018. Extinguishing the bank debt, cleaning up the balance sheet, and hopefully becoming fully compliant with the NYSE are all major steps towards the future.
As we move into calendar 2019, the Company continues to seek out both large and small acquisitions as well as merger opportunities with the goal of increasing shareholder value.
The Board of Directors and the Executive Management Team want to thank our loyal shareholders for their continued encouragement, and want to share our excitement about this year and the Company's future.
Best regards,
/s/ Louis G. Schott
Interim Chief Executive Officer
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. 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 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 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.
HOUSTON, TX / ACCESSWIRE / December 24, 2018 / Camber Energy, Inc. (NYSE American: CEI) ("Camber" or the "Company") based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, announced today that, its previously announced 1-for-25 reverse stock split, which the Company previously disclosed was approved by the Board of Directors on December 19, 2018, 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.
The 1-for-25 reverse stock split, under applicable Nevada law (Nevada Revised Statutes (NRS) Section 78.207), proportionally adjusted both the Company’s (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock. As a result, the Company did not increase its authorized but unissued shares of common stock as a result of the reverse split (i.e., the Company is not able to issue any greater (proportional) number of shares of common stock after the split than before the split). The effect of the reverse split was only to divide our issued and outstanding common stock by 25 and to simultaneously divide our authorized 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.
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.
As discussed previously, the Board of Directors approved the reverse split unilaterally, and without shareholder approval, pursuant to Section 78.207 of the NRS, solely to enable the Company to expeditiously meet the low price per share selling price requirements of the NYSE American and to reduce the risk of the Company being automatically delisted from the NYSE American due to the trading prices of its common stock falling below certain NYSE American lower limits. The Board also believes the reverse split will be advantageous in its negotiations with potential acquisition opportunities currently under consideration by the Company.
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 December 26, 2018.
AboutCamber 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. 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 our ability to close the transactions contemplated by the Memorandum of Understanding; risks relating to extensions and approvals provided by the NYSE American 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 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.
HOUSTON, TX / ACCESSWIRE / December 21, 2018 / Camber Energy, Inc. (NYSE American: CEI) ("Camber" or the "Company") based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, is filing this press release to clarify certain confusion in the market place regarding the 1-for-25 reverse stock split, which the Company disclosed was approved by the Board of Directors on December 19, 2018.
Specifically, the Company would like to clarify, that the 1-for-25 reverse stock split, under applicable Nevada law (Nevada Revised Statutes (NRS) Section 78.207), is required to proportionally adjust both the Company’s (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock. As a result, the Company will not be increasing its authorized but unissued shares of common stock as a result of the reverse split (i.e., will not be able to issue any greater (proportional) number of shares of common stock after the split than before the split). The effect of the reverse split will be only to divide our issued and outstanding common stock by 25 and to simultaneously divide our authorized common stock by 25, the result of which (other than minimal changes due to rounding), will be 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 on the effective date of the split), and issued and outstanding shares of common stock.
Below is a table summarizing the effect of the split on the issued and outstanding and authorized common stock:
|
Pre-Split(1) |
Post-Split |
Difference (as a ratio between Post-Split and Pre-Split numbers) |
|
|
Authorized Common Stock |
500,000,000 |
20,000,000 |
1-to-25 |
|
Issued and Outstanding Common Stock |
147,105,615 |
5,884,225(2) |
1-to-25 |
|
Difference Between Authorized and Issued and Outstanding Common Stock |
352,894,385 |
14,115,775 |
1-to-25 |
|
Ratio between (a) the Difference between Authorized and Issued and Outstanding Common Stock and (b) Authorized Common Stock |
70.6% |
70.6%(2) |
No Change |
(1) As of December 19, 2018.
(2) Not taking into account rounding.
As discussed in the December 19, 2018 press release, the Board of Directors approved the reverse split unilaterally, and without shareholder approval, pursuant to Section 78.207 of the NRS, solely to enable the Company to expeditiously meet the low price per share selling price requirements of the NYSE American and to reduce the risk of the Company being automatically delisted from the NYSE American due to the trading prices of its common stock falling below certain NYSE American lower limits. The Board also believes the reverse split will be advantageous in its negotiations with potential acquisition opportunities currently under consideration by the Company.
To reiterate, the reverse stock split will not impact any shareholder’s percentage ownership of Camber or voting power or increase the proportional number of authorized but unissued shares of common stock which the Company has available for future issuance, except for minimal effects resulting from the treatment of fractional shares.
More information regarding the 1-for-25 reverse stock split which is anticipated to be effective as the open of trading on December 24, 2018, can be found in the Company’s December 19, 2018, press release.
AboutCamber 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. 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 our ability to close the transactions contemplated by the Memorandum of Understanding; risks relating to extensions and approvals provided by the NYSE American 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 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.
HOUSTON, TX / ACCESSWIRE / December 19, 2018 / Camber Energy, Inc. (NYSE American: CEI) ("Camber" or the "Company") based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, today announced that, its Board of Directors has approved a 1-for-25 reverse stock split of the Company's (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock. The reverse stock split will be effective as of the open of the market on December 24, 2018.
The reverse split will result in each outstanding twenty-five pre-split shares of common stock automatically combining into one new share of common stock without any action on the part of the shareholders. The total number of outstanding common shares will be reduced from approximately 147 million to approximately 5.9 million shares. The Company's authorized number of shares of common stock will also be proportionately decreased from 500,000,000 to 20,000,000 shares as a result of the reverse stock split and pursuant to Nevada Revised Statutes (NRS) Section 78.207. No fractional shares will be issued as a result of the reverse split as any fractional shares resulting from the reverse split will be rounded up to the nearest whole share on a per shareholder basis.
The Board of Directors of the Company approved the action in accordance with Nevada law (NRS Section 78.207) on December 19, 2018. No additional Company or shareholder approval is required because both the number of authorized shares of common stock and the number of outstanding shares of common stock will be proportionally reduced as a result of the reverse split, and the reverse split will not adversely affect any other class of stock of the Company and the Company will not pay money or issue scrip to shareholders who would otherwise be entitled to receive a fractional share as a result of the reverse split. The reverse split will have no effect on the Company's authorized preferred stock, except to affect, where applicable, the conversion rates and voting rights of such preferred stock.
The reverse stock split will not impact any shareholder's percentage ownership of Camber or voting power, except for minimal effects resulting from the treatment of fractional shares.
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 Number, 13200M 300. The reverse stock split is intended to increase the market price per share of Camber's common stock in order to comply with the NYSE continued listing standards relating to minimum price per share. The reverse stock split will not cure Camber's non-compliance with the NYSE continued listing rules regarding minimum levels of stockholders' equity as described in prior filings.
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.
Mr. Louis Schott, the Interim Chief Executive Officer of the Company, stated ''The reverse split should enable us to satisfy the NYSE American minimum share price requirements required for the continued listing of our common stock on the NYSE American which we believe will help us facilitate acquisitions in the future. We are actively considering various acquisitions which we believe will be accretive to shareholders. We consider this a purely mechanical change that does not impact our strategy, business plans, liquidity, operations or the intrinsic value of our shares.''
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. 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 our ability to close the transactions contemplated by the Memorandum of Understanding; risks relating to extensions and approvals provided by the NYSE American 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 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.
HOUSTON, TX / ACCESSWIRE / December 18, 2018 / Camber Energy, Inc. (NYSE American: CEI) ("Camber" or the "Company") today announced that it had scheduled its 2019 Annual Meeting of Stockholders to be held on Tuesday, February 19, 2019 at 10:30 A.M. local time at 1415 Louisiana, Suite 3500, Houston, Texas 77002.
The record date for determination of stockholders entitled to vote at the meeting, and any adjournment thereof, is planned to be set on or around the close of business on December 31, 2018 (the ''Record Date''). More information regarding the Company's 2019 Annual Meeting of Stockholders will be disclosed in the Company's preliminary proxy statement which the Company plans to file with the Securities and Exchange Commission later today.
To be timely, pursuant to the Company's Bylaws, as amended, and Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any notice of business or nominations with respect to the 2019 Annual Meeting of Stockholders must be received by the Company at its principal executive offices at 1415 Louisiana, Suite 3500, Houston, Texas 77002, Attention: Corporate Secretary by no later than 5:00 p.m., Central Time, on December 28, 2018. Any such stockholder proposal must be submitted and must comply with the applicable rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 of the Securities Exchange Act of 1934, as amended, and the Company's Bylaws, as amended.
Additional Information and Where to Find It
As noted above, in connection with the Annual Meeting, the Company will file with the Securities and Exchange Commission (the "SEC") a proxy statement and other relevant documents. It is anticipated that a Notice of Internet Availability of Proxy Materials ("Notice") relating to the Annual Meeting will be mailed to each stockholder registered in the share register of the Company as of the close of business on the Record Date (provided the Company may alternatively, in its discretion, mail each stockholder a form of the proxy and the Company's latest annual report). Instructions on how to access the proxy materials over the Internet or request a printed set of proxy materials will be provided in the Notice. The Notice (or proxy, if the proxy is mailed) also will provide instructions on how to submit a proxy over the Internet or via mail.
This press release does not constitute a solicitation of any vote or approval. Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the Annual Meeting because they will contain important information about the Annual Meeting. The directors, nominees for election as director, executive officers and certain other members of management and employees of the Company may be deemed "participants" in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company's stockholders in connection with such matters will be set forth in the definitive proxy statement to be filed with the SEC. In addition, you can find information about the Company's executive officers and directors in its Annual Report on Form 10-K for the year ended March 31, 2018 and the aforementioned proxy statement.
Investors will be able to obtain a free copy of documents filed with the SEC at the SEC's website at www.sec.gov. In addition, investors may obtain a free copy of the Company's filings with the SEC through the investor relations section of our website (http://www.camber.energy), under "Investors" - "SEC Filings" or by directing a request to: 1415 Louisiana, Suite 3500, Houston, Texas 77002, Attention: Corporate Secretary.
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. For more information, please visit the Company's website at www.camber.energy.
SOURCE: Camber Energy, Inc.
HOUSTON, TX / ACCESSWIRE / December 14, 2018 / Camber Energy, Inc. (NYSE American: CEI) (the ''Company'' or ''Camber''), based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, announced that, by letter dated December 13, 2018, the NYSE Regulation (the ''NYSE'') granted the Company an extension for compliance with its listing requirements through February 3, 2019, subject to compliance with initiatives outlined in the Company's compliance plan.
As previously reported, we received notice from the NYSE American (the ''Exchange'') that the Company was not in compliance with Sections 1003(a)(i) through (iii) of the NYSE American Company Guide (the ''Guide''). In order to maintain our listing on the Exchange, the Exchange had requested that the Company submit a plan of compliance addressing how the Company intended to regain compliance with Sections 1003(a)(i) through (iii) of the Guide by August 3, 2018. The plan was submitted timely and the Exchange previously granted the Company until August 3, 2018, which date was subsequently extended until December 15, 2018, prior to being extended further to February 3, 2019, to regain compliance with the continued listing standards of the Guide.
Separate from the above, the Company is currently not in compliance with Section 1003(f)(v) of the Guide, because the Company's securities have been selling for a low price per share for a substantial period of time, which non-compliance the Company is required to remedy by June 3, 2019.
The Company will be subject to periodic review by the Exchange during the extended plan period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards of the Guide by the end of the extended plan period (or June 3, 2019, in connection with the low price per share non-compliance) could result in the Company being delisted from the Exchange. If the Company's common stock was ultimately delisted from the exchange, it would be expected to trade on the OTCQB market.
The Company is continuing to move forward with the initiatives contained in the plan, provided that as disclosed on December 12, 2018, as of December 4, 2018, the Company had unaudited pro forma stockholders' equity of over approximately $8 million, which exceeds the $6 million minimum amount of stockholders' equity the Company is required to maintain pursuant to Sections 1003(a)(i) through (iii) of the Guide, provided further that as the Company has not, and will not, have two consecutive periodic report filings showing compliance with Sections 1003(a)(i) through (iii) of the Guide prior to the end of the plan period (as extended), the Company anticipates having to wait until the end of the plan period (as extended) as required by the Guide, in order to receive formal approval by the NYSE American of its re-compliance with the applicable continued listing standards, assuming that it continues to maintain stockholders' equity over $6 million through the end of such compliance period (as extended) and meet the other continued listing standards of the NYSE American.
This public announcement is disclosing that the Company is not in compliance with NYSE American's continued listing standards (as to Sections 1003(a)(i) through (iii) of the Guide) and that the Company's listing has been continued pursuant to an extension, with a targeted completion date of February 3, 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. 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 our ability to close the transactions contemplated by the Memorandum of Understanding; risks relating to extensions and approvals provided by the NYSE American 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 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.
HOUSTON, TX / ACCESSWIRE / December 12, 2018 / Camber Energy, Inc. (NYSE American: CEI) (the ''Company'' or ''Camber''), based in Houston, Texas, a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids, announced today that it had unaudited pro forma stockholders' equity, as of December 4, 2018, of over approximately $8 million, which exceeds the $6 million minimum amount of stockholders' equity the Company is required to maintain pursuant to Sections 1003(a)(i) through (iii) of the NYSE American Company Guide (the ''Guide'').
As previously reported, on August 3, 2017, the Company received notice from the NYSE American that the Company was not in compliance with Sections1003(a)(i) through (iii) of the Guide because it had (i) stockholders' equity of less than $2,000,000 and sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years; (ii) stockholders' equity of less than $4,000,000 and sustained losses from continuing operations and/or net losses in three of the Company's four most recent fiscal years; and (iii) stockholders' equity of less than $6,000,000 and sustained losses from continuing operations and/or net losses in the Company's five most recent fiscal years.
The Company subsequently submitted a plan to the NYSE American detailing the steps it planned to take to gain compliance with the Guide (i.e., raise our stockholders' equity above $6 million), and currently has until December 15, 2018, under such plan, to gain such compliance, provided that the Company anticipates the NYSE American extending that deadline through February 3, 2019, later this week or early next week.
Notwithstanding the Company's estimated pro forma stockholders' equity, as described in greater detail in the Current Report on Form 8-K filed today by the Company, pursuant to the rules of the NYSE American, in order to demonstrate compliance with the continued listing standards of the NYSE American prior to the end of our compliance plan period, the Company must meet or exceed the requirements of Sections1003(a)(i) through (iii) of the Guide for a period of two consecutive quarters (i.e., for two consecutive periodic reports). Otherwise, the Company must demonstrate such compliance at the end of the plan period.
As the Company has not, and will not, have two consecutive period report filings showing compliance with Sections 1003(a)(i) through (iii) of the Guide prior to the end of the plan period (as extended), the Company anticipates having to wait until the end of the plan period (as extended), in order to receive formal approval by the NYSE American of its re-compliance with the applicable continued listing standards, assuming that it continues to maintain stockholders' equity over $6 million through the end of such compliance period (as extended) and meet the other continued listing standards of the NYSE American.
Notwithstanding the above, the NYSE American has not yet formally, extended the Company's compliance plan period, and/or confirmed our re-compliance with Sections1003(a)(i) through (iii) of the Guide (which re-compliance can only be confirmed at the end of the plan period, as extended), we are currently not in compliance with the NYSE American continued listing standards (including Sections1003(a)(i) through (iii) of the Guide and Section 1003(f)(v) of the Guide, because our securities have been selling for a low price per share for a substantial period of time), and if the Company is not in compliance with the continued listing standards by December 15, 2018 (or February 3, 2019, assuming the plan period is extended by the NYSE American), or if the Company does not make progress consistent with the plan during the plan period, and/or if the Company becomes non-compliant with any of the other listing requirements of the NYSE Regulation during such plan period (including low priced stock requirements, which the Company has previously received notice it is not in compliance with), the NYSE Regulation staff may initiate delisting proceedings as appropriate.
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. 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 our ability to close the transactions contemplated by the Memorandum of Understanding; risks relating to extensions and approvals provided by the NYSE American 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 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.