Camber Signs Financing Agreement to Extinguish ∼ 46% of Outstanding Pref. Stock
Company also signs Amendments to Improve Terms of Existing P. Notes
HOUSTON, TX / ACCESSWIRE / December 27, 2021 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") is pleased to announce that on December 24, 2021, it entered into a Loan Agreement pursuant to which the lender, subject to certain conditions, irrevocably agreed to loan the Company $25,000,000 on December 31, 2021 (the "Loan"). Proceeds of the Loan are to be used (i) to redeem all issued and outstanding shares of Series C Redeemable Convertible Preferred Stock of the Company not beneficially owned by the lender or its affiliates; (ii) to pay all secured loans due and payable within ninety days of the Closing; and (ii) to the extent the above items are satisfied and there are surplus proceeds available, for working capital purposes. Features of the Loan include:
- Maturity Date: January 1, 2027
- Interest Rate: Wall Street Journal Prime Rate, with interest payable at maturity
- Conversion: convertible into common shares of the Company at $1.50 per share1
The Company and the lender also amended (the "Amendments") the terms of certain existing Promissory Notes from the Company in favor of the lender to mirror the maturity date, interest rate and conversion price mentioned above.
The Loan transaction also contemplates the Company issuing warrants entitling the lender to purchase up to 50 million shares of common stock of the Company at an exercise price of ten dollars ($10.00) per share for the first 25 million shares, and twenty dollars ($20.00) per share for the remaining 25 million shares.
James Doris, President and Chief Executive Officer of Camber, commented, "I believe the financing terms are the most favorable terms the company has been able to negotiate in its history. The proposed transaction demonstrates the lender's confidence in our team and overall growth strategy, and if we are successful at the upcoming special meeting the company will be in a great position to pursue new acquisitions and other important initiatives our team has identified."
The Loan and the Amendments are subject to certain conditions, including the Company obtaining on or before December 31, 2021 approval of the increase in its authorized common stock as outlined in the proxy statement filed by the Company with the Securities and Exchange Commission on November 29, 2021.
Additional details regarding the Loan and the Amendments were included in Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 27, 2021, and are available under "investors" - "SEC filings" at www.camber.energy
1Subject to a 9.99% beneficial ownership limitation
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
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SOURCE: Camber Energy, Inc.
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Released December 27, 2021