Camber Energy Announces That it is Finalizing Closing Documents for its Planned Acquisition of Lineal Star Holdings

Source Press Release
Company Camber Energy, Inc.Lineal Star Holdings, LLC 
Tags Corporate Deals, Deals, Oil Services, Pipelines/ tankers/ distribution
Date May 28, 2019

Camber Energy, Inc. (NYSE American: CEI) (the "Company" or "Camber"), based in Houston, Texas, today announced that Lineal Star Holdings ("Lineal"),  , the acquisition target which Camber is seeking to acquire (through its subsidiaries) pursuant to its previously disclosed non-binding letter of intent, are finalizing closing documents for the planned combination transaction, which the Company expects to complete by Friday, May 31, 2019. The closing remains subject to the holder of the Company's Series C Redeemable Convertible Preferred Stock agreeing to the terms of the transaction, Lineal agreeing to certain other required closing conditions, approval of the NYSE American of the transaction agreements, and certain other closing conditions which the Company is taking steps to finalize by this Friday.

Lineal's subsidiaries provide midstream and downstream pipeline integrity services, specialty construction and field services and have entered into a non-binding letter of intent to purchase a Houston based Engineering and Procurement firm to expand their current service offering to a full range of engineering, procurement, specialty construction and upstream, midstream and downstream field services.

Louis G. Schott, Interim Chief Executive Officer of Camber stated, "We are making significant progress in moving towards the closing the previously announced acquisition and are excited about the opportunities this acquisition will provide for revenue growth and increases in shareholder value. We are very close to having final documents with Lineal. We are also in discussions with the holder of our Series C Redeemable Convertible Preferred Stock and anticipate negotiating definitive documents with such holder in the upcoming days."

The closing of Camber's Lineal transaction, which is an all-stock transaction, is subject to customary closingconditions, negotiation of final transaction documents and transaction terms, including structuring the transaction to be on a tax free basis, and other conditions, including, but not limited to the consent of the holder of our Series C Preferred Stock, executing an agreement with Camber's Series C Preferred Stock holder amending the Series C Preferred Stock to alter the conversion rights thereof, and obtaining the requisite NYSE American approval, which conditions may not be satisfied in a timely manner, if at all. The transaction contemplates the issuance of a new series of convertiblepreferred stock which will be convertible into 67-70% of the fully diluted common stock of Camber after shareholder approval, as required under the applicable NYSE American rules and requirements. Upon receipt of shareholder approval, it is contemplated that the shareholders of Lineal will have voting control of the Company.

The transaction may not close timely, on the terms set forth in the previously executed Letter of Intent, or at all. The transaction is subject to the conditions above, and the parties currently anticipate entering into a definitive agreementin connection with the transaction (subject to the conditions described above) on or before May 31, 2019, which agreement and definitive terms associated therewith will be included on a Form 8-K filed by the Company.

Source: EvaluateEnergy® ©2019 EvaluateEnergy Ltd