21+ lebenslauf student 2017
HOUSTON, TX / ACCESSWIRE / January 9, 2019 / Camber Energy, Inc. (NYSE American: CEI) based in Houston, Texas, a growth-oriented, absolute oil and gas aggregation affianced in the development of awkward oil, accustomed gas and accustomed gas liquids, appear today that its Acting Chief Executive Officer, Louis G. Schott, issued a letter to shareholders. The letter is set alternating below:
To Our Shareholders:
The purpose of this letter is to accommodate a epitomize to the shareholders of Camber Energy, Inc. (“Camber” or the “Company”) on anniversary of its management. As we attending aback on the aftermost eighteen months, we accept the Aggregation has fabricated cogent strides. As of June 30, 2017, the Aggregation was adverse a aloft absence in cash, which was airless its adeptness to accomplish its business, let abandoned grow. Additionally, the Aggregation was out of acquiescence with its bank, International Coffer of Commerce (“IBC”). Furthermore, the Aggregation was attempting to massively abate its accustomed and authoritative expenses. Finally, about the aforementioned time, the Aggregation accustomed a letter from NYSE American (the ″NYSE″) advertence that Camber was not in acquiescence with NYSE advertisement standards and that Camber would be de-listed unless alleviative measures were taken. In short, the activity of the Aggregation was bleak.
In adjustment to move forward, the Aggregation had to aboriginal appraise whether adaptation was a possibility. With no aegis adjoin failure, the administration team, which included the antecedent CEO, the accustomed CFO and the accustomed acting CEO (as an advisor), confused advanced with a plan to abide bulk reductions, complete the Company’s Anniversary Report on Form 10-K, which at that time was already due, beforehand a plan to achieve acquiescence with the NYSE and somehow beforehand a standstill with IBC, which at any time could accept taken adversarial accomplish adjoin the Aggregation and its assets, including foreclosing on such assets, which would accept resulted in a defalcation of the Company.
Upon achievement of the 2017 Form 10-K, our abutting footfall was to accession funds to activate the clean-up of Camber’s legacy, absolute and advancing liabilities, with the ambition of convalescent Camber’s antithesis area as able-bodied as adventure efforts to appeal extensions from IBC, with the ultimate ambition of regaining acquiescence with IBC’s accommodation covenants.
The acceding of the Company’s 2016 disinterestedness costs adjustment with a third-party broker (the “Investor”), which included the auction of Series C Redeemable Convertible Preferred Banal (the “Series C Preferred Stock”), which costs was bare to accommodate the Aggregation abundant bare basic to abutment its operations and pay outstanding liabilities, accompanying with the aciculate abatement in the trading prices of the Company’s accustomed banal during 2017, resulted in abundant concoction to shareholders, which continues today. Due to the accompaniment of the Aggregation and the trading prices of its stock, the Aggregation had no disinterestedness alternatives that fabricated banking faculty in 2017, but was able to defended up to $16 actor in costs from the Broker in affiliation with the auction of Series C Preferred Banal admitting its access into an disinterestedness acquirement acceding in October 2017.
With these funds in hand, the Aggregation abutting began to attack to apple-pie up the antithesis area by advantageous bottomward bequest liabilities and negotiating with IBC for extensions. Additionally, at that time, the Aggregation submitted a academic plan to achieve acquiescence with the NYSE, which was accustomed and appropriate the Aggregation to achieve acquiescence with the NYSE connected advertisement standards by no afterwards than August of 2018 (which has back been connected as discussed below).
IBC Coffer Debt
As the Aggregation began 2018, it was still not in acquiescence with its accommodation with IBC. Additionally, the Aggregation did not accept banknote breeze to abutment absorption or arch payments on the loan. To access its asset value, as able-bodied as banknote flow, the Aggregation attempted a workover affairs on its Oklahoma operated assets and bankrupt an accretion in a altered canton in Oklahoma, bearing from the aforementioned Hunton accumulation (the “Okemah Assets”), in aboriginal 2018.
While the workovers helped the Company, the all-embracing bulk of the old Oklahoma assets appeared on the abatement and administration did not accept such assets would abutment accomplishment acquiescence with IBC. Additionally, while the Okemah assets appeared to accept abundant potential, it was bent that these assets appropriate time and allotment to absolutely aerate their value.
As the Aggregation completed its 2018 budgetary year (in March 2018), it was credible that neither the reserves, nor the banknote flows, would abutment the IBC debt or the Company’s attempts to achieve acquiescence with the NYSE stockholders’ disinterestedness requirements. As a result, the Aggregation had to undertake absolute activity to antidote its advancing defaults with IBC afore IBC bankrupt on its assets. Since, Richard N. Azar II, Camber’s CEO at the time, and Donnie Seay, again a affiliate of Camber’s Board of Directors, were both guarantors of the IBC debt, it was bright that the negotiations had to absorb anniversary of them. Therefore, Mr. Azar and Mr. Seay anniversary accommodated from their positions with the Company, and the Aggregation pursued a transaction with those individuals and IBC. Afterward all-encompassing discussions and negotiations, on June 25, 2018, Camber able a non-binding letter of absorbed with a proposed buyer, affiliated with Mr. Azar and Mr. Seay, in affiliation with a advised barter of a abundant allocation of its assets in application for the buyer’s acceptance of all of Camber’s debt with IBC.
Following added all-encompassing negotiations and extensions, on September 26, 2018, Camber bankrupt the aloft referenced transaction, pursuant to which the buyer, N&B Energy, LLC (“N&B”), afflicted all of Camber’s debt with IBC in barter for all of the Company’s assets amid in Oklahoma. Camber retained its assets in Glasscock Canton and Hutchinson Counties, Texas, the assets the Aggregation purchased in March of 2018, as able-bodied as a assembly acquittal and cardinal ability absorption on the Okemah assets, and an cardinal ability absorption on assertive abortive leasehold interests. In summary, this transaction abolished about $36.9 actor of debt, decidedly acceptable the Company’s antithesis area and banknote breeze by eliminating the anniversary debt anniversary payments of $425,000 per ages which were appropriate by IBC.
Balance Area and Acquiescence with the NYSE American
As ahead reported, in 2017, the Aggregation accustomed apprehension from the NYSE that the Aggregation was not in acquiescence with Sections 1003(a)(i) through (iii) of the NYSE American Aggregation Guide (the “Guide”). In adjustment to beforehand its advertisement on the NYSE, the NYSE had requested that the Aggregation abide a plan of acquiescence acclamation how the Aggregation advised to achieve acquiescence with Sections 1003(a)(i) through (iii) of the Guide by August 3, 2018. The plan was submitted appropriate and the NYSE ahead accepted the Aggregation until August 3, 2018, which date was afterwards connected until December 15, 2018, above-mentioned to actuality connected added to February 3, 2019, to achieve acquiescence with the connected advertisement standards of the Guide. Specifically, pursuant to Sections 1003(a)(i) through (iii) of the Guide, the Aggregation is appropriate to accept at atomic $6 actor of stockholders’ disinterestedness as of February 3, 2019 to achieve acquiescence with the NYSE connected advertisement standards.
Considering the Aggregation had started the year with abundant abrogating stockholders’ disinterestedness and had a $28 actor stockholders’ arrears at the end of the 2nd agenda division of 2018, the Aggregation was in an acutely ambiguous position. Nevertheless, closing the N&B transaction abolished the coffer debt and with completed disinterestedness sales, the Aggregation was able to access its stockholders’ disinterestedness to $2 actor by the end of the third agenda division of 2018. Although this $30 actor accretion in stockholders’ disinterestedness was incredible, the Aggregation had still not able its goal.
With beneath than a division to go afore the NYSE’s August 2018 deadline, the Aggregation bare to access its stockholders’ disinterestedness by addition $4 million. Over the aboriginal 75 canicule of the quarter, the Aggregation added its stockholders’ disinterestedness through the conversion, by the Investor, of a $495,000 outstanding convertible acceding into shares of accustomed banal on October 31, 2018 and the auction of an added $3.5 actor of Series C Preferred Banal on October 29, 2018 and $2.5 actor of Series C Preferred Banal on December 3, 2018, to the Investor. The aftereffect of these affairs was that the Aggregation had unaudited pro forma stockholders’ equity, as of December 4, 2018, of about $8 million, which exceeds the $6 actor minimum bulk of stockholders’ disinterestedness appropriate by the NYSE for the Aggregation to beforehand the connected advertisement of its accustomed banal on the NYSE. While there are no guarantees, we ahead accepting to adjournment until the end of the plan aeon (as extended), in adjustment to accept academic approval by the NYSE American of our re-compliance with the applicative connected advertisement standards, bold that we abide to beforehand stockholders’ disinterestedness over $6 actor through the end of such acquiescence period.
The December 24, 2018 About-face Split
Because Camber’s banal amount accidentally alone beneath $0.10 per allotment during the anniversary alpha December 17, 2018, the Board of Directors believed they were afflicted to booty absolute activity to abstain Camber’s accustomed banal trading beneath $0.06 per share, which about triggers absolute delisting by the NYSE. In affiliation therewith, the Board of Directors accustomed on December 19, 2018, able as of December 24, 2018, a 1-for-25 about-face banal split, beneath applicative Nevada law (Nevada Revised Statutes (NRS) Section 78.207), proportionally adjusting both the Company’s (a) accustomed shares of accustomed stock; and (b) issued and outstanding shares of accustomed stock. The aftereffect of the about-face breach was alone to bisect Camber’s issued and outstanding accustomed banal by 25 and to accompanying bisect Camber’s accustomed accustomed banal by 25, the aftereffect of which (other than basal changes due to rounding), was a absolutely automated change (in a arrangement of 1-for-25) to our banal amount (which was adapted advancement by a agency of 25 at the accessible of trading), and issued and outstanding shares of accustomed stock. While this was not the ideal moment for the split, the accident of an automated delisting from the NYSE if the banal had alone beneath $0.06 per allotment was too great. The Board of Directors believes that demography activity afterwards approval of the shareholders (as was accustomed beneath Nevada law) to affect the about-face was borne out by the actuality that the Company’s accustomed banal absolutely traded as low as $0.07 per allotment at one point amid the date the about-face was appear and effective.
On January 9, 2019, we filed a absolute proxy anniversary in affiliation with the Company’s 2019 anniversary affair of shareholders to be captivated on February 19, 2019. The proxy anniversary requested actor approval for, amid added things, the alteration to our Articles of Incorporation to access the cardinal of our accustomed but unissued shares of accustomed banal (from 20 actor shares afterward the about-face breach declared above, to 250 million) to accommodate acceptable accessible allowance for approaching affairs and issuances (as declared in the proxy anniversary we currently accept added shares aloof for approaching arising than are accessible back demography into anniversary our accustomed cardinal of shares of accustomed accustomed stock); to access the cardinal of shares accessible beneath our 2014 Banal Allurement Plan from 1,600 shares to 2.5 actor shares (10% of the accustomed shares afterward the proposed access declared above), to accommodate acceptable shares to allurement our administration and employees); the approval of the arising of added than 19.99% of our shares of accustomed stock, as is appropriate beneath NYSE rules, in affiliation with both of our above-mentioned 2018 allotment agreements with the Broker (which approval is a appropriate appellation and activity of such allotment agreements and a closing activity to us accepting any added allotment beneath the November 2018 agreement); and approval for a added about-face banal split, in the acumen of our Board of Directors, of amid 1-for-5 and 1-for-25, at any time above-mentioned to the beforehand of one year afterwards the affair and the date of the 2020 anniversary meeting. The about-face banal breach approval is currently alone actuality accustomed in adjustment for our Board of Directors to apparatus a added about-face banal split, if one is all-important to beforehand the advertisement of our accustomed banal on the NYSE or in the accident a transaction requires us to access the trading bulk of our accustomed stock, or the cardinal of shares of accustomed banal accessible for approaching issuance. Actor approval is actuality accustomed in beforehand of the charge for addition about-face banal breach to abstain the time and amount associated with the calling of addition shareholders’ affair in the future, in the accident a about-face banal breach is accounted all-important or acceptable by the Board of Directors. At this time the Board of Directors has no ambition to apparatus a added about-face banal split, alike if accustomed by the shareholders at the anniversary meeting.
Overall, the Aggregation able several aloft milestones in 2018. Extinguishing the coffer debt, charwoman up the antithesis sheet, and hopefully acceptable absolutely adjustable with the NYSE are all aloft accomplish appear the future.
As we move into agenda 2019, the Aggregation continues to seek out both ample and baby acquisitions as able-bodied as alliance opportunities with the ambition of accretion actor value.
The Board of Directors and the Executive Administration Aggregation appetite to acknowledge our loyal shareholders for their connected encouragement, and appetite to allotment our action about this year and the Company’s future.
/s/ Louis G. Schott
Interim Chief Executive Officer
About Camber Energy, Inc.
Based in Houston, Texas, Camber Activity (NYSE American: CEI) is a growth-oriented, absolute oil and gas aggregation affianced in the development of awkward oil, accustomed gas and accustomed gas liquids in the Texas Panhandle as able-bodied as added basins. For added information, amuse appointment the Company’s website at www.camber.energy.
Safe Harbor Anniversary and Disclaimer
This absolution includes ″forward-looking statements″ aural the acceptation of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Barter Act of 1934, as amended. Advanced statements accord our accustomed expectations, opinion, acceptance or forecasts of approaching contest and performance. A anniversary articular by the use of advanced words including ″will,″ ″may,″ ″expects,″ ″projects,″ ″anticipates,″ ″plans,″ ″believes,″ ″estimate,″ ″should,″ and assertive of the added above statements may be accounted advanced statements. Although Camber believes that the expectations reflected in such advanced statements are reasonable, these statements absorb risks and uncertainties that may account absolute approaching activities and after-effects to be materially altered from those appropriate or declared in this account release. These accommodate risks inherent in accustomed gas and oil conduct and assembly activities, including risks of fire, explosion, blowouts, aqueduct failure, case collapse, abnormal or abrupt accumulation pressures, ecology hazards, and added operating and assembly risks, which may briefly or assuredly abate assembly or account antecedent assembly or analysis after-effects to not be apocalyptic of approaching able-bodied achievement or adjournment the timing of sales or achievement of conduct operations; delays in cancellation of conduct permits; risks with account to accustomed gas and oil prices, a absolute abatement which could account Camber to adjournment or append planned conduct operations or abate assembly levels; risks apropos to the availability of basic to armamentarium conduct operations that can be abnormally afflicted by adverse conduct results, assembly declines and declines in accustomed gas and oil prices; risks apropos to abrupt adverse developments in the cachet of properties; risks apropos to the absence or adjournment in cancellation of government approvals or third affair consents; risks apropos to allotment we may never accept pursuant to the November 2018 Banal Acquirement Agreement; risks apropos to extensions and approvals provided by the NYSE American and added risks declared in Camber’s Anniversary Report on Form 10-K, Quarterly Reports on Form 10-Q, and added filings with the SEC, accessible at the SEC’s website at www.sec.gov. Investors are cautioned that any advanced statements are not guarantees of approaching achievement and absolute after-effects or developments may alter materially from those projected. The advanced statements in this columnist absolution are fabricated as of the date hereof. The Aggregation takes no obligation to amend or actual its own advanced statements, except as appropriate by law, or those able by third parties that are not paid for by the Company. The Company’s SEC filings are accessible at http://www.sec.gov.
SOURCE: Camber Energy, Inc.