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.
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SOURCE Tengasco, Inc.