Item 1.01 Entry Into a Material Definitive Agreement.
On
The purchase price (the "Purchase Price") for the Acquired Interests is
anticipated to be
The Purchase Price, subject to permitted adjustments, is to be paid at closing
by delivery of a convertible promissory note (the "Note") in favor of the Seller
in the principal amount of the Purchase Price. Under the form of Note, the
Company is required pay at least
The MIPA also provides for the Company to make potential earnout payments to the
Seller for the period the Note remains unpaid. The amount of earnout payments,
if any, is determined by the amount of available cash calculated on a quarterly
basis. The amount of available cash equals the positive net revenue of New
Each party's obligation to complete the transactions contemplated by the MIPA is subject to certain conditions, including making filings and the time period expiring under the Hart-Scott-Rodino Act, Phillips 66 not exercising a right of first refusal to acquire the Plant, approval by the Board of Directors of the Company and its shareholders, agreement from the Company's existing preferred shareholder to fix the number of underlying Common Shares associated with its remaining shares of Series C Convertible Preferred Stock of the Company at an amount agreed upon by such shareholder, the Company and the Seller, and consents by third parties. The obligations of the Company are further subject to the Company completing diligence on the Plant and Acquired Companies to its satisfaction, receiving an appraisal of the Plant to its satisfaction, the Plant achieving commercial operations, and certain other deliverables. Some of these conditions provide the Company with significant discretion. Other conditions require compliance by third parties that are outside of the control of the Company and Seller. Accordingly, the transactions described herein are subject to substantial risk of completion. In the event the transaction is not completed, it may result in a material adverse effect to price of the Common Shares.
The closing date of the acquisition of the Acquired Interests is to be no later
than two business days after the last of the conditions to closing set out in
the MIPA have been satisfied or waived (other than conditions which, by their
nature, are to be satisfied on the closing date). If the closing has not
occurred by
The MIPA contains customary representations, warranties, indemnification obligations and agreements of the Company and the Seller.
The foregoing descriptions of the MIPA, the Note and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the MIPA and the form of Note and the form of Security Agreement contained within the MIPA. A copy of the MIPA is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference in its entirety. Because the Note and Security Agreement will be executed at closing, if closing is to occur, the actual terms of the Note and Security Agreement may differ from that described herein.
2 Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K are
forward-looking information within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended. Any statements that are not historical facts contained herein are
"forward-looking statements", which statements may be identified by words such
as "expects," "plans," "projects," "will," "would," "may," "anticipates,"
"believes," "should," "intends," "estimates," and other words of similar
meaning. Such forward-looking statements are subject to numerous risks and
uncertainties, many of which are beyond the Company's control, which could cause
actual results to differ materially from the results expressed or implied by the
statements. These risks and uncertainties include, but are not limited to, the
timing to consummate the transactions contemplated by the MIPA; satisfaction of
the conditions to closing may not be satisfied or that the closing of the
transactions contemplated by the MIPA otherwise does not occur; the risk that a
regulatory approval or third party consent that may be required for such
transactions is not obtained or is obtained subject to conditions that are not
anticipated; the diversion of management time on transaction-related issues;
expected benefits from such transactions and the ability of the Company to
realize such benefits; costs related to such transactions; changes in applicable
laws or regulations; the possibility that the Company may be adversely affected
by other economic, business, and/or competitive factors; the effect of the
COVID-19 pandemic on the parties; risks and uncertainties related to the
fluctuation of global economic conditions or economic conditions with respect to
the oil and gas industry; the performance of management; actions of government
regulators, third parties, vendors, and suppliers; ability to obtain financing;
competition; and other factors that are detailed in the Company's filings with
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Membership Interest Purchase Agreement, by and betweenCamber Energy, Inc. andRESC Renewable Holdings , LLC, datedJanuary 20, 2023 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 3
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