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.