On March 29, 2017, KLR Energy Acquisition Corp.
(“
KLRE
”) made available an investor presentation relating to the previously announced business combination with Tema Oil and Gas Company (“Tema” and such business combination, the “Business Combination”). A copy
of the investor presentation is attached hereto as Exhibit 99.1.
The information referenced under Item 8.01 (including Exhibit 99.1
referenced under Item 9.01 below) of this Current Report on Form
8-K
is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Securities Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement, report or other document filed by KLRE
pursuant to the Securities Act except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the federal
securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements may include, for example, statements about: KLRE’s ability to consummate the Business Combination and related private placement; the benefits of the Business Combination; the future financial performance of KLRE following the
Business Combination; changes in Tema’s reserves and future operating results; and expansion plans and opportunities. These forward-looking statements are based on information available as of the date of this Current Report on Form
8-K,
and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing KLRE’s
views as of any subsequent date, and KLRE does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, KLRE’s actual results or performance
may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the occurrence of any event, change or other circumstances that could delay the
Business Combination or the private placement or give rise to the termination of the Business Combination Agreement dated December 20, 2016 (the “Business Combination Agreement”); (ii) the outcome of any legal proceedings that
may be instituted against KLRE following announcement of the Business Combination and transactions contemplated thereby; (iii) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders
of KLRE, or other conditions to closing in the Business Combination Agreement; (iv) the risk that the Business Combination disrupts current plans and operations of KLRE or Tema as a result of the announcement and consummation of the
transactions described herein; (v) KLRE’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of KLRE to grow and manage growth profitably
following the Business Combination; (vi) costs related to the Business Combination; (vii) changes in applicable laws or regulations; (viii) the possibility that KLRE or Tema may be adversely affected by other economic, business,
and/or competitive factors, including, but not limited to, future trends in energy markets and commodity prices; and (ix) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in
other reports and other public filings with the Securities and Exchange Commission (“
SEC
”) by KLRE.
Additional
information concerning these and other factors that may impact our expectations and projections can be found in our periodic filings with the SEC, including KLRE’s Annual Report on Form
10-K
filed by KLRE
with the SEC on February 27, 2017, and in the preliminary proxy statement filed by KLRE with the SEC on March 23, 2017. Our SEC filings are available publicly on the SEC’s website at www.sec.gov. KLRE and Tema disclaim any obligation
to update the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
2
Additional Information about the Transaction and Where to Find It
In connection with the Business Combination, KLRE filed a preliminary proxy statement with the SEC and will mail a definitive proxy statement
and other relevant documents to its stockholders. Investors and security holders of KLRE are advised to read the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with KLRE’s solicitation of
proxies for its stockholders’ meeting to be held to approve the Business Combination and related transactions because the proxy statement will contain important information about the transactions, the parties thereto and risk factors that may
affect investors. The definitive proxy statement will be mailed to stockholders of KLRE as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement, without
charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: KLR Energy Acquisition Corp., 811 Main Street, 18
th
Floor, Houston, Texas 77002, Attn: Gary C. Hanna.
Participants in the Solicitation
KLRE, Tema, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of KLRE stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests in KLRE of
directors and officers of KLRE in KLRE’s Annual Report on Form
10-K
filed by KLRE with the SEC on February 27, 2017 and the preliminary proxy statement filed with the SEC on March 23, 2017.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to KLRE’s stockholders in connection with the Business Combination will be set forth in the proxy statement for the Business
Combination when available. Information concerning the interests of KLRE’s and Tema’s participants in the solicitation, which may, in some cases, be different than those of KLRE’s and Tema’s stockholders generally, are set forth
in the proxy statement relating to the Business Combination.
Disclaimer
This Current Report on Form
8-K
shall neither constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.