Exhibit 99.1
Pacific Energy Development Announces Year End Results,
Entry
into Letter of Intent, and Reverse Stock Split
Danville,
CA, Monday, March 27, 2017 – PEDEVCO Corp. d/b/a
Pacific Energy
Development
(NYSE MKT: PED) reported today its year end
results for 2016.
Over
the year ended December 31, 2016, the Company acquired interests in
8 additional D-J Basin wells in Weld County, Colorado, increasing
its interests from 53 wells (gross) at the end of 2015 to 61 wells
(gross) at the end of 2016, and the Company generated $4 million in
gross oil and gas revenue from the production and sale of 121,058
BOE (barrels of oil equivalent), while reducing total operating
expenses by over $6.4 million during 2016. In addition, in May 2016
the Company successfully closed a new $25.96 million delayed draw
term loan facility and restructured its senior debt, capitalizing
all accrued and unpaid interest under its previous senior debt and
extending its maturity to June 2019, with no payments due until
after the new loan facility has been paid off, and with no monthly
interest payments due under the new facility.
The
Company recently entered into a non-binding letter of intent with
an investor who has expressed an interest in funding the
development of the Company’s oil and gas assets and
restructuring the Company’s debt. The Company is currently in
the process of presenting the proposed terms to its senior lenders
for consideration and approval to move forward. The letter of
intent contemplates the negotiation and preparation of final deal
documents and is currently non-binding on the parties. As such, we
may not complete the transactions contemplated by the non-binding
letter of intent. While the Company continues to pursue the
previously-announced acquisition of GOM Holdings, LLC (GOM), which
has been delayed due to the parent company of GOM entering into
Bankruptcy and GOM’s assets being subject thereto, the
Company is also actively pursuing multiple alternative transactions
with a number of third parties and the Company’s senior
lenders, which potential transactions contemplate the acquisition
of oil and gas assets by the Company in exchange for equity and/or
an infusion of equity capital, coupled with the reduction or
complete discharge of Company debt through conversion of such debt
into Company equity or satisfaction of the debt through payment of
funds raised in an equity fundraising transaction, in each case
with the debt being converted or being discharged on a discounted
basis.
Mr.
Michael Peterson, the President and Chief Executive Officer of the
Company, commented, "We are very pleased with our year-end results,
which demonstrate our ability to continue to drive our costs lower
while generating consistent production. We are encouraged by the
interest of investors in the potential of our assets and will
review our most recently received offer, and other offers we may
receive, and seek to move forward as quickly as we can. With our
May 2016 financing and debt restructuring in place, we believe we
are in an enviable position among small-cap oil and gas development
companies, as we now have a run-way to seek acquisitions and other
transactions that may increase our asset base, build cash flow and
be accretive to our shareholders."
In
addition, today the Company announced a 1-for-10 reverse split of
its common stock, effective as of April 7, 2017. It is
anticipated that on April 10, 2017, the Company's common stock will
trade on the NYSE MKT on a split adjusted basis. As previously
disclosed by the Company, a reverse stock split was required to be
completed by the Company no later than May 3, 2017 in order to
continue the listing of the Company’s common stock on the
NYSE MKT.
At the
Company’s annual meeting of stockholders on December 28,
2016, the Company's stockholders authorized the Board of Directors
to amend the Company’s Certificate of Formation to effect a
reverse stock split at a ratio in the range of 1-for-2 to 1-for-10.
The Company’s Board of Directors determined to set the ratio
at 1-for-10 for a variety of reasons, including because such ratio
was requested by the potential investor in the non-binding letter
of intent the Company recently entered into as described
above.
Upon
effectiveness, the reverse stock split will cause a reduction in
the number of shares of common stock outstanding and issuable upon
the conversion of the Company's outstanding shares of preferred
stock and the exercise of its outstanding stock options and
warrants in a ratio of 1-for-10 and will cause a proportionate
increase in the conversion and exercise prices of such preferred
stock, stock options and warrants. The number of shares of common
stock issuable upon exercise or vesting of outstanding stock
options and warrants will be rounded up to the nearest whole
share.
The
Company’s common stock will continue to trade on the NYSE MKT
under the symbol "PED." The new CUSIP number for the common stock
following the reverse stock split is 70532Y 303.
The
number of authorized shares of the Company's common stock will
remain at 200,000,000, while the number of outstanding shares will
be reduced from approximately 54.9 million to 5.49 million. No
fractional shares will be issued following the reverse stock
split.
Registered
stockholders holding their shares of common stock in book-entry or
through a bank, broker or other nominee form do not need to take
any action in connection with the reverse stock split. For those
stockholders holding physical stock certificates, you may, but are
not required to, contact our transfer agent, First American Stock
Transfer, Inc., at (602) 759-5510, regarding the procedure for
exchanging those certificates for new certificates representing the
post-split number of shares. No new certificates will be issued to
a stockholder until or unless such stockholder has surrendered the
pre-split certificate(s) together with such information, fees and
documentation as the transfer agent may require.
Additional
information about the reverse stock split can be found in the
Company's definitive proxy statement filed with the Securities and
Exchange Commission on November 8, 2016, a copy of which is also
available at www.sec.gov or at
www.pedevco.com
under
the SEC Filings tab located on the Investors page.
In
addition, the Company announced that pursuant to the disclosure
requirements of NYSE MKT Company Guide Section 610(b), its audited
consolidated financial statements for the year ended December 31,
2016, which were filed with the Securities and Exchange Commission
on March 27, 2017, contained an audit opinion from its independent
registered public accounting firm that includes an explanatory
paragraph related to the Company’s ability to continue as a
going concern. This announcement does not represent any change or
amendment to the Company’s audited consolidated financial
statements for the year ended December 31, 2016.
About Pacific Energy Development (PEDEVCO Corp.)
PEDEVCO
Corp, d/b/a Pacific Energy Development (NYSE MKT: PED), is a
publicly-traded energy company engaged in the acquisition and
development of strategic, high growth energy projects, including
shale oil and gas assets, in the United States. The Company’s
principal asset is its D-J Basin Asset located in the D-J Basin in
Weld County, Colorado. Pacific Energy Development is headquartered
in Danville, California, with an operations office in Houston,
Texas.
Cautionary Statement Regarding Forward Looking
Statements
All
statements in this press release that are not based on historical
fact are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and the provisions
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Acts”). In particular, when used in the preceding
discussion, the words “believes,” “hopes,”
“expects,” “intends,” “plans,”
“anticipates,” or “may,” and similar
conditional expressions are intended to identify forward-looking
statements within the meaning of the Act, and are subject to the
safe harbor created by the Act. Any statements made in this news
release other than those of historical fact, about an action, event
or development, are forward-looking statements. While management
has based any forward-looking statements contained herein on its
current expectations, the information on which such expectations
were based may change. These forward-looking statements rely on a
number of assumptions concerning future events and are subject to a
number of risks, uncertainties, and other factors, many of which
are outside of the Company's control, that could cause actual
results to materially differ from such statements. Such risks,
uncertainties, and other factors include, but are not necessarily
limited to, those set forth under Item 1A "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December
31, 2016 under the heading "Risk Factors". The Company operates in
a highly competitive and rapidly changing environment, thus new or
unforeseen risks may arise. Accordingly, investors should not place
any reliance on forward-looking statements as a prediction of
actual results. The Company disclaims any intention to, and
undertakes no obligation to, update or revise any forward-looking
statements, except as otherwise required by law, and also takes no
obligation to update or correct information prepared by third
parties that are not paid for by the Company. Readers are also
urged to carefully review and consider the other various
disclosures in the Company's public filings with the Securities
Exchange Commission (SEC).
Contacts
Pacific
Energy Development
1-855-733-3826
PR@pacificenergydevelopment.com
