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8-K - CURRENT REPORT - PEDEVCO CORP | ped_8k.htm |
Exhibit 99.1
Pacific Energy Development Reports Results of
Annual Meeting
PEDEVCO
Corp. d/b/a Pacific Energy Development (NYSE MKT: PED) (the
“Company”), today announced the results of the
Company’s Annual Meeting of its stockholders held on December
28, 2016 (the “Annual Meeting”). At the Annual Meeting,
over 66 2/3% of the Company’s shareholders voted in person or
by proxy, with an overwhelming majority of these shares voting in
support of all the proposals submitted to the Company’s
shareholders for approval, including (i) the election of directors
Messrs. Frank Ingriselli, David Z. Steinberg, and Adam McAfee, and
Ms. Elizabeth P. Smith; (ii) the approval of the issuance of shares
of common stock upon conversion of a convertible promissory note
held by MIE Jurassic Energy Corp.; (iii) the increase to the
Company’s equity incentive pool; (iv) authorization of the
Board to effect a reverse stock split in a ratio between
one-for-two and one-for-ten; and (v) the ratification of the
Company’s independent auditors, GBH CPAs, PC.
Mr.
Michael Peterson, the President and Chief Executive Officer of the
Company, commented, “We are very pleased with the significant
number of shareholders who participated in our Annual Meeting, and
with the overwhelming support of all the proposals presented for
approval by our shareholders. In particular, we are pleased with
the approval of the conversion terms of the MIEJ Note, which, if
converted, would help reduce our debt, and with the approval of the
reverse stock split proposal, which will allow the Company to
proceed with a reverse stock split as recently required by the NYSE
MKT for the Company’s continued listing on the Exchange. I
would also like to personally welcome Mr. Adam McAfee to our Board
of Directors, and we look forward to his guidance and support into
the future. With these matters now approved and the strong support
of our shareholders, we believe we are poised to enter into the new
year with positive momentum and anticipation for
success.”
Company Receives Noncompliance Notice from the NYSE
MKT
The
Company also announced today that on December 27, 2016, the Company
was notified by the NYSE MKT LLC (the "Exchange") that the Company
is not in compliance with certain of the Exchange's continued
listing standards as set forth in Part 10 of the NYSE MKT Company
Guide (the "Company Guide"). Specifically, the Company is not in
compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide
since it reported stockholders' equity of less than $6,000,000 at
September 30, 2016 and has incurred net losses in its five most
recent fiscal years ended December 31, 2015.
In
order to maintain its listing on the Exchange, the Exchange has
requested that the Company submit a plan of compliance (the "Plan")
by January 27, 2017 addressing how it intends to regain compliance
with Section 1003(a)(iii) of the Company Guide by June 27, 2018. If
the Plan is accepted, the Company may be able to continue its
listing, but will be subject to periodic reviews by the Exchange.
Receipt of the letter does not have any immediate effect on the
listing of the Company's shares on the Exchange, except that until
the Company regains compliance with the Exchange's listing
standards, a ".BC" indicator will be affixed to the Company's
trading symbol. The Company's business operations, SEC reporting
requirements and debt instruments are unaffected by the
notification, provided that if the Plan is not acceptable, or if it
is accepted, but the Company is not in compliance with the
continued listing standards by June 27, 2018, or if the Company
does not make progress consistent with the Plan, then the Company
will be subject to the Exchange's delisting procedures. The Company
may then appeal a staff determination to initiate such proceedings
in accordance with the Exchange's Company Guide.
Mr.
Peterson commented, "Although the recent trends in the market for
oil and gas have negatively impacted our revenues and cash flow,
and caused our stockholders' equity to dip below the $6 million
NYSE MKT threshold, we plan to take action in early 2017 which we
believe will enable us to meet the stockholders' equity requirement
before the deadline set forth by the Exchange and further plan to
prepare and file the Plan with the NYSE MKT which we anticipate
will be satisfactory and accepted."
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
Colorado. Pacific Energy Development is headquartered in Danville,
California, with an operations office in Houston,
Texas.
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. 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, 2015 and subsequently filed Quarterly Reports on Form
10-Q 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
SEC.
Contacts
Pacific
Energy Development
1-855-733-3826
PR@pacificenergydevelopment.com