Camber Energy’s Lineal Star Holdings has entered into an LOI to purchase an engineering and procurement firm

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5/15/2019


Camber Energy’s Lineal Star Holdings has entered into an LOI to purchase an engineering and procurement firm

HOUSTON — Camber Energy, Inc., based in Houston, Texas, has announced that Lineal Star Holdings, the acquisition target which Camber is seeking to acquire (individually, or through its subsidiaries) pursuant to its previously disclosed non-binding letter of intent, has signed a non-binding letter of intent to purchase a Houston based engineering and procurement firm.

Camber has further been advised that the acquisition is designed to expand Lineal’s current service offering to a full range of engineering, procurement, specialty construction and upstream, midstream and downstream field services. The purchase is subject to the completion of due diligence, negotiation of final documents and other customary closing conditions, and is scheduled to close on or before June 30, 2019.

Louis G. Schott, Interim CEO of Camber stated, “Camber is excited about this planned acquisition by Lineal of a well-respected engineering firm with experienced industry leaders. This acquisition, if completed by Lineal, is expected to be accretive to Camber as a result of Camber’s acquisition of Lineal, and will expand their collective product offerings and potential for growth after closing.”

Camber is acquiring Lineal’s new Gulf Coast subsidiary, Lineal Star, Inc. that is focused on providing downstream services to the Refinery and petrochemical industry throughout the USA and in selected international markets, as part of its transaction.

The closing of Camber’s Lineal transaction, which is an all-stock transaction, is subject to customary closing conditions, 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 convertible preferred stock which will be convertible into 67% to 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 contemplate entering into a definitive agreement in connection with the transaction in the next fifteen days, which agreement and definitive terms associated therewith will be included on a Form 8-K filed by the Company.