HENDERSON, NV–(BUSINESS WIRE)–#virtual–Creek Road Miners, Inc. (OTCQB: CRKR, “Creek Road” or the “Company”) and Prairie Operating Co., LLC (“Prairie”) today announced the execution of a merger agreement (the “Merger Agreement”). did. Upon completion of the merger of Creek Road and Prairie (the “merger”), the combined company will be named Prairie Operating Company and will be listed on the OTCQB under the symbol “PROP”. Post-merger, the company plans to apply for listing on the NYSE American Exchange. Prairie members will receive Creek Road common stock and limited performance-based options in the merger. Upon closing, Ed Kovalik will be named Chief Executive Officer, Gary Hanna will be President and Craig Owen will be Chief Financial Officer.
Prairie also entered into a sale and purchase agreement (“PSA”) with Exok, Inc. (“Exok”) to acquire 37,030 acres of undeveloped oil and gas leasehold with an average net income interest rate of 76% . Located in Weld County, Colorado (“Exok Assets”) with approximately $28.2 million (“Asset Acquisitions” and “Transactions” together with mergers).
Our Executive Chairman, Paul Kessler, added: The resulting team of experienced pedigree professionals represents best-in-class and is focused on helping the United States become energy self-sufficient. ”
Ed Kovalik adds: Recent offsetting activity by well-known operators lends a high level of confidence to the possibilities within this nearly contiguous area block. The first drilling operations are expected to begin in early 2023. Kovalik added, “Prairie is a very unique public market with a solid low-cost asset profile with ample room to perform in what we believe to be excellent long-term markets for oil and gas.” I think it represents the story,” he added.
Creek Road engaged Roth Capital Partners, LLC to assist in negotiating financing with certain investors prior to closing of the merger. Proceeds raised will be used to fund asset acquisitions as well as to develop his Exok assets after closing.
The merger, which has been approved by Creek Road’s Board of Directors and members of Prairie, is expected to close during the fourth quarter of 2022. At least $30 million in gross revenue (“PIPE”). The acquisition of the assets is expected to close immediately after the completion of the merger. Assuming no exercise of any options or warrants issued at the completion of the merger, other than the potential issuance of securities in the PIPE, the outstanding shares of our common stock after the merger will be held by current Creek Road shareholders. is expected to be approximately 58.5% owned by 29.3% of Prairie members, 12.2% of Exok.
Creek Road will soon file an informational statement explaining, among other things, the terms of its dealings with the U.S. Securities and Exchange Commission (“SEC”). Additional information regarding the transaction, including a copy of the merger agreement and PSA, will be provided in Creek Road’s latest report on Form 8-K filed with the SEC. www.sec.gov.
Baker & McKenzie LLP is acting as legal counsel to Creek Road.
Vinson & Elkins LLP is acting as legal counsel to Prairie.
About Creek Road
Creek Road Miners (www.CreekRoadMiners.com) is a cryptocurrency mining company that utilizes mobile power generation units and mining facilities. The Creek Road Miners Model utilizes abundant stranded natural gas in a manner that provides businesses with a desirable source of energy while benefiting energy utilities, consumers and environmental concerns. .
Prairie is a Delaware limited liability company incorporated for the purpose of acquiring and operating oil and gas assets in the United States. Prairie is managed by its members Gary C. Hanna and Edward Kovalik.
Information contained in this document and oral statements made in connection with this document are “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. description” is included. All statements other than statements of current or historical fact contained herein, the transaction, the ability of Creek Road and Prairie to complete the transaction and raise capital before the merger, the benefits of the transaction, Creek after the transaction Roads future financial performance, Creek Roads and Prairie strategies, future operations, financial condition, estimated revenues and losses, projected costs, forecasts, plans and objectives of operations are forward-looking statements. When used in this document, including oral statements made in connection with this document, “can”, “should”, “will”, “might”, “believe”, ” Forecasts, “intends,” “estimates,” “expects,” “projects,” the negative forms of such terms and other similar expressions are intended to identify forward-looking statements. However, not all forward-looking statements contain such identifying terms. These forward-looking statements are based on Creek Road and Prairie’s management’s current expectations and assumptions regarding future events and are based on currently available information regarding the outcome and timing of future events. Except as otherwise required by applicable law, Creek Road & Prairie makes no forward-looking statements expressly qualified by the statements in this section as they reflect events or circumstances after the date hereof. We shall not be obligated to update for Creek Road & Prairie cautions that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict, many of which are beyond Creek Road & Prairie’s control. please. These risks include, but are not limited to, changes in general economic, financial, legal, political and business conditions and domestic and international markets. the inability of both parties to successfully or timely complete the transaction or meet the closing conditions, including the closing of his $30 million Creek Road Private Placement with gross proceeds of at least $30 million; failure to realize the anticipated benefits of the transaction, including as a result of delayed completion; the occurrence of events that may give rise to the right of Creek Road and/or Prairie to terminate any final agreement relating to this transaction; risks associated with the growth of Creek Road’s business and the timing of anticipated business milestones; The impact of competition on Creek Road’s future business. If one or more of the risks or uncertainties described in this document and any related oral presentations were to occur, or if the underlying assumptions were to prove incorrect, actual results and plans may differ from forward-looking statements. They may differ materially from those expressed in the forward-looking statements. There may be additional risks of which neither Creek Lord or Prairie is currently aware of, or which Creek Lord or Prairie currently believes are not material, and actual results are not included in the forward-looking statements. may differ from what is shown. Additional information regarding these and other factors that may affect Creek Lord’s expectations is available in Creek Lord’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 and in subsequent filings. Creek Road’s periodic filings with the SEC, including its quarterly reports filed with the SEC. Form 10-Q. Clique Road’s SEC filings are available on the SEC’s website. www.sec.gov.
Investor Information Inquiries
John D. Marta
Creek Road Miners Co.