Tengasco, Inc. And Riley Exploration - Permian, LLC Announce Reverse Stock Split; Merger Expected To Close On February 26
GREENWOOD VILLAGE, Colo. and OKLAHOMA CITY, Feb. 25, 2021 /PRNewswire/ -- Tengasco, Inc. (NYSE American: TGC) ("Tengasco") and Riley Exploration – Permian, LLC ("Riley") announced today that in anticipation of the closing of the previously announced merger between Tengasco and Riley, Tengasco will effect a 1-for-12 reverse stock split of its outstanding common stock. The reverse stock split is expected to be effective for trading purposes as of the commencement of trading on Monday, March 1, 2021.
Upon the closing of the merger, which is expected to occur on Friday, February 26, 2021, Tengasco will change its name to Riley Exploration Permian, Inc. and its common stock will trade on the NYSE American on Monday, March 1, 2021 on a post reverse stock split basis under the symbol "REPX" under a new CUSIP number 76665T 102.
As a result of the reverse stock split, every twelve pre-split shares of common stock outstanding will become one share of common stock. The par value of the common stock will remain unchanged at $0.001 per share after the reverse stock split. The reverse stock split will not change the authorized number of shares of Tengasco's common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in Tengasco's equity, except to the extent that the reverse stock split would result in some stockholders owning a fractional share. In that regard, no fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive one whole share of common stock in lieu of such fractional share.
On February 25, 2021, the holders of a majority of Tengasco's outstanding shares of common stock approved the reverse stock split and gave Tengasco's board of directors discretionary authority to select a ratio for the split ranging from 1-for-8 to 1-for-12. The board of directors approved the reverse stock split at a ratio of 1-for-12 on February 25, 2021.
Continental Stock Transfer & Trust Company is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions.
About Tengasco, Inc.
Tengasco, Inc. is an independent oil and gas company that explores for, develops, and produces domestic oil and natural gas reserves. Tengasco's activities are focused in the State of Kansas.
About Riley Exploration – Permian, LLC
Riley Exploration – Permian, LLC is an independent oil and natural gas company focused on steadily growing its reserves, production and cash flow through the acquisition, exploration, development and production of oil, natural gas, and natural gas liquids, or NGLs, in the Permian Basin.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this news release concerning the proposed transaction, including any statements regarding the anticipated effective dates and expected timetable for completing each of the merger transaction and the reverse stock split, the results, effects, and benefits of the proposed transactions, whether the NYSE American will continue to list the shares of common stock of Riley Exploration Permian, Inc. following the merger, and any other statements regarding Tengasco's or Riley's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely," "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Tengasco and Riley; the effects of the business combination of Tengasco and Riley, including the combined company's future financial condition, results of operations, strategy and plans; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the consummation of the proposed transaction. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in Tengasco's Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequently filed Quarterly Reports on Form 10-Q, each of which is on file with the SEC and available from Tengasco's website at www.tengasco.com under the "Investor" tab, and in other documents Tengasco files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Tengasco does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
SOURCE Tengasco, Inc.
