ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No.
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Description
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Press
Release dated November 9, 2016
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Important Information
In connection with the proposed business
combination between PEDEVCO Corp. (“
PEDEVCO
”)
and GOM Holdings, LLC (“
GOM
”), PEDEVCO currently intends to file a
proxy statement with the SEC to seek approval for certain matters
related thereto (the “
Shareholder
Approval
”), as described
more fully in PEDEVCO’s Current Report on Form 8-K filed with
the SEC on December 30, 2015. This communication is not a
substitute for any proxy statement or other document PEDEVCO may
file with the SEC in connection with the Shareholder Approval.
Prospective investors are urged to read the proxy statement when
filed as it will contain important information. Any definitive
proxy statement(s) (if and when available) will be mailed to
stockholders of PEDEVCO. Prospective investors may obtain free
copies of the proxy statement, when filed, as well as other filings
containing information about PEDEVCO, without charge, at the
SEC’s website (www.sec.gov). Copies of PEDEVCO’s SEC
filings may also be obtained from PEDEVCO without charge at
PEDEVCO’s website (www.pacificenergydevelopment.com) or by
directing a request to PEDEVCO at (855)
733-3826.
Participants in Solicitation
PEDEVCO
and its directors and executive officers and other members of
management and employees are potential participants in the
solicitation of proxies in respect of the Shareholder Approval.
Information regarding PEDEVCO’s directors and executive
officers is available in PEDEVCO’s Annual Report on Form 10-K
for the year ended December 31, 2014, filed with the SEC on March
31, 2015 and PEDEVCO Corp.’s definitive proxy statement on
Schedule 14A, filed with the SEC on November 8, 2016. Additional
information regarding the interests of such potential participants
will be included in the proxy statement to be filed with the SEC by
PEDEVCO in connection with the Shareholder Approval and in other
relevant documents filed by PEDEVCO with the SEC. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Forward-Looking Statements
Certain statements in this communication regarding
the proposed transaction between PEDEVCO and GOM are
“
forward-looking
”
statements. 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, and the negative thereof, are intended to
identify forward-looking statements. These forward-looking
statements, which are subject to risks, uncertainties and
assumptions about PEDEVCO and GOM, may include projections of their
respective future financial performance, their respective
anticipated growth strategies and anticipated trends in their
respective businesses. These statements are only predictions based
on current expectations and projections about future events. There
are important factors that could cause actual results, level of
activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed
or implied by the forward-looking statements, including the risk
factors set forth in PEDEVCO’s most recent reports on Form
10-K, Form 10-Q and other documents on file with the SEC and the
factors given below:
●
termination
of the proposed combination by either party subject to the terms of
the Agreement and Plan of Merger and Reorganization;
●
failure
to obtain the approval of members of GOM in connection with the
proposed transaction or the approval of the shareholders of PEDEVCO
for the Shareholder Approval;
●
the
failure to consummate or delay in consummating the proposed
transaction for other reasons;
●
the
timing to consummate the proposed transaction;
●
the
risk that a condition to closing of the proposed transaction may
not be satisfied;
●
the
risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained, or is obtained
subject to conditions that are not anticipated;
●
PEDEVCO’s
ability to achieve the synergies and value creation contemplated by
the proposed transaction;
●
the
ability of PEDEVCO to effectively integrate GOM’s operations;
and
●
the
diversion of management time on transaction-related
issues.
PEDEVCO’s
forward-looking statements are based on assumptions that PEDEVCO
believes to be reasonable but that may not prove to be accurate.
PEDEVCO cannot guarantee future results, level of activity,
performance or achievements. Moreover, PEDEVCO does not assume
responsibility for the accuracy and completeness of any of these
forward-looking statements. PEDEVCO assumes no obligation to update
or revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required
by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.