GREENWOOD VILLAGE, Colo.,
Feb. 26, 2021 /PRNewswire/ --
Tengasco, Inc. (NYSE American: TGC) ("Tengasco" or the "Company")
announced the successful completion (the "Closing") of its merger
with Riley Exploration – Permian, LLC ("Riley Permian"). The merger
was previously approved by Tengasco stockholders at the special
meeting held on February 25, 2021. In
connection with the merger, Tengasco has changed its name to Riley
Exploration Permian, Inc.
It is expected that on Monday, March
1st, the combined company (the "Combined
Company") will commence trading under the symbol REPX on the NYSE
American. Concurrently with the Closing, Tengasco conducted a
1-for-12 reverse stock split, resulting in a reduction of
outstanding shares of the Combined Company to approximately 17.8
million shares of common stock (after giving effect to both the
reverse stock split and the merger).
Following the Closing, the following operational changes were
made by the Combined Company:
- The executive officers of the Company consist of:
-
- Chief Executive Officer – Bobby D.
Riley;
- President – Kevin Riley;
and
- Chief Financial Officer – Michael J.
Rugen.
- The corporate office will be relocated to Riley Permian's
current office in Oklahoma City,
Oklahoma.
- The newly constituted Board of Directors of Riley
Exploration Permian, Inc. will consist of:
-
- Bobby D. Riley – Chairman of
the Board and Chief Executive Officer;
- Bryan H. Lawrence –
Independent Director;
- Michael J. Rugen – Director
and Chief Financial Officer;
- Brent Arriaga – Independent
Director; and
- E. Wayne Nordberg –
Independent Director.
Bobby D. Riley, Riley Permian's
Chief Executive Officer, commented, "We are happy to have completed
the merger of these two companies, which positions the stockholders
of the Combined Company to benefit from the continued growth and
development of the San Andres within the Northwest Shelf of the
Permian Basin and future areas of interest. This merger will give
the Combined Company financial strength and flexibility,
highlighted by low leverage and basin relative low-cost
development, as well as a business plan capable of delivering
sustainable free cash flow to return significant capital to
stockholders."
Advisors
ROTH Capital Partners served as financial advisor to Tengasco,
with Davis Graham and Stubbs LLP as
legal counsel. Truist Securities, Inc. served as financial
advisor to Riley Permian, and di Santo Law PLLC and Thompson &
Knight LLP serving as legal counsel.
About Riley Exploration Permian, Inc.
Riley Exploration Permian, Inc. 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
transaction, including any statements regarding the anticipated
trading dates, 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, Riley
Permian's or the Combined Company'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, potential
adverse reactions or changes to business or employee relationships,
including those resulting from the completion of the transaction;
the diversion of management time on integration-related issues; the
ultimate timing, outcome and results of integrating the operations
of Tengasco and Riley Permian; the effects of the business
combination of Tengasco and Riley Permian, 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 merger. 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, as well as in the Registration Statement on Form S-4 filed by
Tengasco with the SEC and declared effective by the SEC on
February 2, 2021, each of which is on
file with the SEC and available from Tengasco's website at
www.rileypermian.com under "SEC Filings" which is found under the
"Investors" 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. The
Combined Company 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: Riley Exploration Permian, Inc.
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SOURCE Riley Exploration Permian, Inc.