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.