HOUSTON, April 13, 2017 /PRNewswire/ -- KLR Energy
Acquisition Corp. ("KLRE" or the "Company") (NASDAQ: KLRE, KLEU,
and KLREW), a special purpose acquisition company formed for the
purpose of effecting a merger, acquisition or similar business
combination, announced today that its special meeting of
stockholders to approve its previously announced business
combination (the "Business Combination") with Tema Oil and Gas
Company ("Tema"), has been scheduled for April 26,
2017. The Company filed its definitive proxy statement
with the SEC today and stockholders of record as of the close of
business on March 28, 2017 (the "Record Date") will be
entitled to notice of, and to vote at, the special meeting and any
adjournments or postponements thereof. The full special
meeting agenda is included in KLRE's definitive proxy statement,
which will be mailed to stockholders of record on or
about April 12, 2017.
As disclosed in the proxy statement, KLRE has filed an
application with Nasdaq to continue listing its common stock and
warrants under the tickers "ROSE", "ROSEU" and "ROSEW" and, upon
closing of the business combination, to change its name to Rosehill
Resources Inc.
About KLR Energy Acquisition Corp.
KLRE is a blank check company, also commonly referred to as a
Special Purpose Acquisition Company, or SPAC, formed for the
purpose of entering into a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or entities. KLRE is
sponsored by KLR Energy Sponsor, LLC, an affiliate of KLR Group
Holdings, LLC and KLR Group.
About Tema Oil and Gas Company
Tema is a rapidly growing, privately held, exploration and
production company with producing assets in Texas and New
Mexico. Current investment activity is focused in the
Permian Basin and other high-potential proven basins. Tema's
strategy for growth is building a portfolio of high-quality acreage
in proven resource play basins to provide a foundation of
predictable production growth. Through active acquisition,
exploitation and exploration across portions of Texas and New
Mexico, the staff at Tema has continued the growth and
success of the company since its formation in 1999. Tema is a
wholly owned subsidiary of Baltimore,
MD-based Rosemore, Inc., founded by descendants of
Louis Blaustein, the 1910 founder of
the American Oil Company.
About KLR Group
KLR Group is a full-service boutique investment bank focused on
the energy industry founded in 2012 and led by Edward Kovalik, Stephen
Lee and Reid Rubinstein. With
offices in Houston and
New York, KLR Group is committed
to providing clients access to a broad range of financial services,
advice and solutions typically available only to the largest public
companies. These solutions include public and private,
corporate and asset-level financings across the capital spectrum,
advisory services, equity research, sales and trading, and merchant
banking. To learn more about KLR Group, please
visit www.KLRGroup.com.
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 hereof, 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 by
and between KLRE and Tema, dated as of 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 our Registration
Statement on Form S-1, as amended, which was initially filed with
the SEC on January 19, 2016, and in the
definitive proxy statement filed by KLRE with
the SEC on April 12, 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.
Disclaimer
This communication 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.
Additional Information about the Transaction and Where to
Find It
In connection with the Business Combination, KLRE filed a
definitive proxy statement with the SEC and is mailing
such definitive proxy statement and other relevant documents to its
stockholders. Investors and security holders of KLRE are advised to
read the definitive proxy statement, and any amendments
thereto, 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
contains important information about the transactions, the parties
thereto and risk factors that may affect investors. The definitive
proxy statement is being mailed to stockholders of KLRE as of
March 28, 2017, the record date 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, 18th Floor, Houston, Texas 77002,
Attn: Gary C. Hanna.
Participants in the Solicitation
KLRE, Tema, and their affiliates, 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 Registration Statement on Form S-1, as amended,
which was initially filed with
the SEC on January 19, 2016, and the definitive
proxy statement filed with the SEC on April 12,
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.
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SOURCE KLR Energy Acquisition Corp.