Prairie Operating Co. Announces Registered Direct Offering of Series F Convertible Preferred Stock and Warrants to Purchase Common Stock
Prairie Operating Co. (PROP) has announced a registered direct offering of 150,000 shares of new Series F Convertible Preferred Stock. The preferred stock will carry a 12% annual dividend rate on the stated value plus accumulated unpaid dividends.
The company is concurrently conducting a common stock offering, with proceeds from both offerings intended to fund the acquisition of oil and gas assets from Bayswater Exploration and Production. Remaining proceeds will support corporate initiatives, including development and drilling programs, debt repayment, and potential acquisitions.
The offering includes warrants for additional common stock, exercisable if certain conditions are met on the first anniversary of closing, including if the stock trades below 115% of the conversion price. The offering is being conducted under an effective S-3 shelf registration statement filed with the SEC.
Prairie Operating Co. (PROP) ha annunciato un'offerta diretta registrata di 150.000 azioni di nuove Azioni Preferenziali Convertibili di Serie F. Le azioni preferenziali porteranno un tasso di dividendo annuale del 12% sul valore nominale più i dividendi accumulati non pagati.
La società sta contemporaneamente conducendo un'offerta di azioni ordinarie, con i proventi di entrambe le offerte destinati a finanziare l'acquisizione di beni petroliferi e di gas da Bayswater Exploration and Production. I proventi rimanenti supporteranno iniziative aziendali, inclusi programmi di sviluppo e perforazione, rimborso del debito e potenziali acquisizioni.
L'offerta include warrant per ulteriori azioni ordinarie, esercitabili se vengono soddisfatte determinate condizioni al primo anniversario della chiusura, incluso se le azioni vengono scambiate sotto il 115% del prezzo di conversione. L'offerta viene effettuata ai sensi di una dichiarazione di registrazione S-3 efficace depositata presso la SEC.
Prairie Operating Co. (PROP) ha anunciado una oferta directa registrada de 150,000 acciones de nuevas Acciones Preferentes Convertibles de Serie F. Las acciones preferentes tendrán un tasa de dividendo anual del 12% sobre el valor nominal más los dividendos acumulados no pagados.
La empresa está llevando a cabo simultáneamente una oferta de acciones ordinarias, con los ingresos de ambas ofertas destinados a financiar la adquisición de activos de petróleo y gas de Bayswater Exploration and Production. Los ingresos restantes apoyarán iniciativas corporativas, incluidos programas de desarrollo y perforación, pago de deudas y posibles adquisiciones.
La oferta incluye warrants para acciones ordinarias adicionales, ejercitables si se cumplen ciertas condiciones en el primer aniversario del cierre, incluyendo si las acciones se negocian por debajo del 115% del precio de conversión. La oferta se realiza bajo una declaración de registro S-3 efectiva presentada ante la SEC.
프레리 오퍼레이팅 컴퍼니 (PROP)는 150,000주의 새로운 F 시리즈 전환 우선주에 대한 등록된 직접 공모를 발표했습니다. 우선주는 연 12%의 배당률을 명시된 가치에 대해 지급하며, 미지급된 누적 배당금도 포함됩니다.
회사는 동시에 보통주 공모를 진행하고 있으며, 두 공모에서 발생한 수익은 베이스워터 탐사 및 생산으로부터 석유 및 가스 자산을 인수하는 데 사용될 예정입니다. 남은 수익은 기업 이니셔티브를 지원하며, 여기에는 개발 및 드릴링 프로그램, 부채 상환 및 잠재적 인수가 포함됩니다.
이 공모에는 추가 보통주에 대한 워런트가 포함되어 있으며, 이는 특정 조건이 충족될 경우 첫 번째 기념일에 행사할 수 있습니다. 여기에는 주식이 전환 가격의 115% 미만으로 거래될 경우가 포함됩니다. 이 공모는 SEC에 제출된 유효한 S-3 선반 등록 성명서에 따라 진행됩니다.
Prairie Operating Co. (PROP) a annoncé une offre directe enregistrée de 150 000 actions de nouvelles actions privilégiées convertibles de série F. Les actions privilégiées porteront un taux de dividende annuel de 12% sur la valeur nominale ainsi que sur les dividendes accumulés non payés.
L'entreprise mène parallèlement une offre d'actions ordinaires, les recettes des deux offres étant destinées à financer l'acquisition d'actifs pétroliers et gaziers auprès de Bayswater Exploration and Production. Les recettes restantes soutiendront des initiatives d'entreprise, y compris des programmes de développement et de forage, le remboursement de dettes et des acquisitions potentielles.
L'offre comprend des bons de souscription pour des actions ordinaires supplémentaires, exerçables si certaines conditions sont remplies lors du premier anniversaire de la clôture, y compris si l'action se négocie en dessous de 115 % du prix de conversion. L'offre est réalisée en vertu d'une déclaration d'enregistrement S-3 effective déposée auprès de la SEC.
Prairie Operating Co. (PROP) hat ein registriertes Direktangebot von 150.000 Aktien neuer Serie F wandelbarer Vorzugsaktien angekündigt. Die Vorzugsaktien werden eine jährliche Dividendenrate von 12% auf den Nennwert sowie auf aufgelaufene, unbezahlte Dividenden tragen.
Das Unternehmen führt gleichzeitig ein Angebot für Stammaktien durch, wobei die Erlöse aus beiden Angeboten dazu bestimmt sind, den Erwerb von Öl- und Gasvermögen von Bayswater Exploration and Production zu finanzieren. Die verbleibenden Erlöse werden Unternehmensinitiativen unterstützen, einschließlich Entwicklungs- und Bohrprogramme, Schuldenrückzahlung und potenziellen Akquisitionen.
Das Angebot umfasst Warrants für zusätzliche Stammaktien, die ausgeübt werden können, wenn bestimmte Bedingungen am ersten Jahrestag des Abschlusses erfüllt sind, einschließlich wenn die Aktie unter 115% des Umwandlungspreises gehandelt wird. Das Angebot erfolgt unter einer wirksamen S-3-Registierungserklärung, die bei der SEC eingereicht wurde.
- Multiple funding sources secured through preferred stock and concurrent common stock offerings
- Strategic acquisition of Bayswater oil and gas assets to expand operations
- 12% dividend rate provides attractive yield for preferred stockholders
- Potential dilution from convertible preferred stock and warrants
- High 12% dividend obligation creates significant recurring expense
- Additional debt/equity financing may be needed if proceeds are insufficient for acquisition
Insights
Prairie Operating's registered direct offering reveals a complex capital structure decision with meaningful implications. The company is issuing 150,000 shares of Series F Convertible Preferred Stock carrying a
The
The warrant structure is particularly noteworthy - these warrants only become issuable if the stock trades below
Prairie's intent to use proceeds for the Bayswater Acquisition, development and drilling programs, and debt repayment suggests a dual strategy of growth through acquisition while potentially addressing balance sheet concerns. While expanding their oil and gas assets could enhance production and reserves, the financing terms indicate they're paying a premium for this capital, which will need to be offset by strong operational performance from the acquired assets.
HOUSTON, March 24, 2025 (GLOBE NEWSWIRE) -- Prairie Operating Co. (“Prairie,” the “Company,” “we” or “our”) (Nasdaq: PROP), an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids, announced today that it has entered into a Securities Purchase Agreement with a certain investor, pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to such investor (the “Preferred Stock Offering”), an aggregate of 150,000 shares of new Series F Convertible Preferred Stock (the “Series F Preferred Stock”).
From and after the date the Series F Preferred Stock is issued by the Company (the “Closing Date”), the holder of the Series F Preferred Stock will be entitled to receive, on a cumulative basis, dividends on each share of Series F Preferred Stock at a rate per annum equal to
The Company intends to use the net proceeds from the Preferred Stock Offering, together with the net proceeds from a concurrent registered public offering of common stock (the “Concurrent Common Stock Offering”), to fund a portion of the purchase price for the Company’s proposed acquisition of certain oil and gas assets from Bayswater Exploration and Production and certain of its affiliates (the “Bayswater Acquisition”). The Company intends to use any remaining net proceeds from the Preferred Stock Offering and the Concurrent Common Stock Offering for other general corporate purposes, which may include advancing the Company’s development and drilling program, repayment of existing indebtedness or financing other potential acquisition opportunities.
In connection with the Preferred Stock Offering, the Company is also offering the holder of the Series F Preferred Stock warrants (the “Series F Warrant”), which will be registered together with the Series F Preferred Stock, to purchase additional shares of common stock of the Company, par value
The Preferred Stock Offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on December 20, 2024. The prospectus supplement, and accompanying base prospectus, relating to the Preferred Stock Offering, when available, will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of Series F Preferred Stock, any Series F Warrants, or shares of Common Stock, or any other securities, nor shall there be any sale of such shares of Series F Preferred Stock, Series F Warrants, shares of Common Stock, or any other securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Prairie
Houston-based Prairie Operating Co. is an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil and natural gas resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.
For more information, visit www.prairieopco.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this press release, regarding our strategy, future operations, financial position, estimated reserves, revenues and income or losses, projected costs and capital expenditures, prospects, acquisition opportunities, plans and objectives of management are forward-looking statements. When used in this press release, the words “plan,” “may,” “endeavor,” “will,” “would,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are (or were when made) based on current expectations and assumptions about future events and are (or were when made) based on currently available information as to the outcome and timing of future events. Forward-looking statements in this press release may include, for example, statements about: the Company’s ability to successfully finance and consummate the Bayswater Acquisition, including the risk that the Company may fail to complete the Bayswater Acquisition on the terms and timing currently contemplated or at all, fail to enter into the New Credit Agreement on expected terms and/or fail to realize the expected benefits of the Bayswater Acquisition; the Company’s financial performance following the Bayswater Acquisition; the Preferred Stock Offering, the Concurrent Common Stock Offering, the timing thereof and the use of proceeds therefrom; estimates of the Company’s oil, natural gas and NGLs reserves; drilling prospects, inventories, projects and programs; estimates of future oil and natural gas production from our oil and gas assets, including estimates of any increases or decreases in production; the availability and adequacy of cash flow to meet the Company’s requirements; financial strategy, liquidity and capital required for the Company’s development program and other capital expenditures; the availability of additional capital for the Company’s operations; changes in the Company’s business and growth strategy, including the Company’s ability to successfully operate and expand its business; the Company’s integration of acquisitions, including the Bayswater Acquisition; changes or developments in applicable laws or regulations, including with respect to taxes; and actions taken or not taken by third-parties, including the Company’s contractors and competitors. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” in the prospectus supplement, the accompanying base prospectus, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Reports on Forms 10-Q filed with the SEC and our other filings with the SEC, all of which can be accessed on the SEC’s website at www.sec.gov. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to: the Company’s and Bayswater’s ability to satisfy the conditions of the Bayswater Acquisition in a timely manner or at all, including the Company’s ability to successfully finance the Bayswater Acquisition; the Company’s ability to complete the Concurrent Common Stock Offering in a timely manner and on acceptable terms, if at all; the Company’s ability to recognize the anticipated benefits of the Bayswater Acquisition, which may be affected by, among other things, competition and the Company’s ability to grow and manage growth profitably following the Bayswater Acquisition; the Company’s ability to fund its development and drilling plan; the possibility that the Company may be unable to achieve expected cash flow, production levels, drilling, operational efficiencies and other anticipated benefits within the expected time-frames, or at all, and to successfully integrate the Bayswater Assets, and/or any other assets or operations the Company has acquired or may acquire in the future with those of the Company; the Company’s integration of the Bayswater Assets with those of the Company may be more difficult, time-consuming or costly than expected; the Company’s operating costs, customer loss and business disruption may be greater than expected following the Bayswater Acquisition or the public announcements of the Bayswater Acquisition; the Company’s ability to grow its operations, and to fund such operations, on the anticipated timeline or at all; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; commodity price and cost volatility and inflation; the ability to maintain necessary permits and approvals to develop our assets; safety and environmental requirements that may subject the Company to unanticipated liabilities; changes in the regulations governing our business and operations, including the businesses and operations we have acquired or may acquire in the future, such as, but not limited to, those pertaining to the environment, our drilling program and the pricing of our future production; the Company’s success in retaining or recruiting, or changes required in, the Company’s officers, key employees or directors; general economic, financial, legal, political, and business conditions and changes in domestic and foreign markets; the risks related to the growth of the Company’s business; the effects of competition on the Company’s future business; and other factors detailed under the section entitled “Risk Factors” in the prospectus supplement and, accompanying base prospectus related to the Preferred Stock Offering, the Concurrent Common Stock Offering, and the periodic filings with the SEC. Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify upward or downward revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered. Should one or more of the risks or uncertainties described herein or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those express in any forward-looking statements. All forward-looking statements, expressed or implied, in this press release, are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue.
Contact: Investor Relations
Wobbe Ploegsma
info@prairieopco.com
832.274.3449
FAQ
What is the dividend rate for Prairie Operating's (PROP) new Series F Convertible Preferred Stock?
How many shares of Series F Preferred Stock is Prairie Operating (PROP) offering in March 2025?
What will Prairie Operating (PROP) use the proceeds from the preferred stock offering for?
What are the conditions for the Series F Warrants to become exercisable for PROP shareholders?
