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Empire Petroleum Announces Record Date for Proposed Rights Offering

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Empire Petroleum Corporation (NYSE American: EP) announces a Rights Offering to raise up to $25 million by offering 4,132,232 shares of Common Stock at $6.05 per share. The Record Date is March 7, 2024, with an Expiration Date of March 25, 2024. Holders of Common Stock will receive one subscription right for each share held, with the opportunity to over-subscribe for additional shares. The Rights Offering is non-transferable and not tradable on any stock exchange.
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The announcement by Empire Petroleum Corporation of a Rights Offering to raise approximately $25 million is a strategic move to bolster the company's capital structure. The offering price of $6.05 per share for over four million shares represents a capital infusion strategy that can potentially dilute current shareholders but also provide the company with necessary funds for expansion, debt reduction, or other corporate purposes. The financial implications hinge on the company's current cash flow status, debt levels and strategic growth plans. The non-transferable nature of the rights indicates a focus on existing shareholders, which could be seen as a vote of confidence from the company in its investor base. However, it is crucial to assess the subscription price relative to the current market price to understand the attractiveness of the Rights Offering to shareholders.

From a market perspective, the Rights Offering by Empire Petroleum Corporation could signal the company's growth trajectory and the need for additional capital to fund its operations across various states. The oil and gas sector is capital-intensive and subject to volatile commodity prices, making the timing of such an offering critical. It is essential to analyze the market conditions, including oil and gas prices, supply-demand dynamics and the competitive landscape, to gauge the potential success of the Rights Offering. Furthermore, investor appetite for additional equity in the energy sector, particularly in the smaller-cap companies like Empire, will affect the uptake of the subscription rights and the company's ability to meet its $25 million target.

Legally, the Rights Offering is subject to regulatory compliance, including the filing of a prospectus supplement with the SEC. This document will provide detailed information about the offering, including the use of proceeds, risk factors and financial statements. Investors should be aware of the legal rights associated with the subscription rights, including the over-subscription privilege and the implications of non-participation. The non-transferability of the rights may also have legal implications for shareholders' liquidity options. It is imperative for the company to adhere to SEC regulations to avoid legal repercussions and maintain investor confidence.

TULSA, Okla.--(BUSINESS WIRE)-- Empire Petroleum Corporation (NYSE American: EP) ("Empire" or the "Company"), an oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, announced today that its Board of Directors has fixed the close of business on March 7, 2024 as the record date (the “Record Date”) for a subscription rights offering (“Rights Offering”) pursuant to which it intends to raise gross proceeds of up to approximately $25 million. The Company will distribute at no charge to holders of its common stock, par value $0.001 per share (“Common Stock”), as of the close of business on the Record Date one subscription right for each share of Common Stock held. Each subscription right will entitle the holder to purchase 4,132,232 shares of Common Stock at a subscription price of $6.05 per share. The subscription rights are non-transferable, and will not be listed for trading on any stock exchange or market. In addition, holders of subscription rights who fully exercise their subscription rights will be entitled to over-subscribe for additional shares of Common Stock, subject to proration.

The Rights Offering is expected to expire at 5:00 p.m., Eastern Time, on March 25, 2024 (“Expiration Date”), subject to extension or earlier termination.

Holders of subscription rights who hold their shares directly will receive a prospectus, a prospectus supplement, a letter from Empire describing the Rights Offering, and a subscription rights certificate. Those holders who intend to exercise their subscription rights and over-subscription rights should review all of these materials, properly complete and execute the subscription rights certificates, and deliver the subscription rights certificates and full payment to Securities Transfer Corporation, the subscription agent for the Rights Offering, at the address set forth in the prospectus supplement.

The Rights Offering will be more fully described in the prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on or about the Record Date. Once available, a copy of the prospectus, prospectus supplement or further information with respect to the Rights Offering may be obtained by contacting Securities Transfer Corporation, the subscription and information agent for the Rights Offering, at (469) 633-0101.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Empire Petroleum

Empire Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies with its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company’s estimates, strategy and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2022, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, and other risks and uncertainties related to the conduct of business by the Company. Other than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise.

Empire Petroleum Corporation:

Mike Morrisett, President and CEO

539-444-8002

info@empirepetrocorp.com

Investor Relations:

Al Petrie Advisors

Wes Harris, Partner

281-740-1334

wes@alpetrie.com

Source: Empire Petroleum Corporation

FAQ

What is Empire Petroleum Corporation's ticker symbol?

Empire Petroleum Corporation's ticker symbol is EP.

What is the purpose of Empire Petroleum Corporation's Rights Offering?

Empire Petroleum Corporation aims to raise gross proceeds of up to $25 million through the Rights Offering.

What is the subscription price per share in Empire Petroleum Corporation's Rights Offering?

The subscription price per share in the Rights Offering is $6.05.

When is the Record Date for Empire Petroleum Corporation's Rights Offering?

The Record Date for the Rights Offering is March 7, 2024.

Can holders of Common Stock over-subscribe for additional shares in Empire Petroleum Corporation's Rights Offering?

Yes, holders of subscription rights can over-subscribe for additional shares, subject to proration.

Where can holders of subscription rights deliver the subscription rights certificates and full payment for Empire Petroleum Corporation's Rights Offering?

Holders can deliver the subscription rights certificates and full payment to Securities Transfer Corporation, the subscription agent for the Rights Offering, at the address provided in the prospectus supplement.

Empire Petroleum Corporation

NYSE:EP

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Oil & Gas E&P
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