FORT WORTH, Texas, July 26, 2023 /PRNewswire/ -- Next Bridge Hydrocarbons, Inc. ("Next Bridge", "our", "we", or the "Company"), a private oil and gas exploration and production company with interests in Texas and Oklahoma, announced today that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission ("SEC") related to a distribution by Next Bridge of non-transferable subscription rights (the "subscription rights") to receive at no cost shares of common stock of a new subsidiary of NBH to be formed in the future ("NBH Newco").
The non-transferable subscription rights are only being distributed to eligible stockholders of Next Bridge. In order to be an eligible stockholder to receive the subscription rights, holders must register their Next Bridge common stock directly with the Company's transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), at or prior to the close of business on the 60th day after the Form S-1 filed with the SEC becomes effective (the "record date") and maintain such registration with the transfer agent for 180 days thereafter. Further, in order to be an eligible holder of shares of Next Bridge common stock to the subscription rights, holders cannot be (i) a bank, broker or other nominee that is determined by the Company in its sole discretion to be holding shares for other entities or individuals or (ii) a beneficial owner of Next Bridge common stock that is being held by a bank, broker or other nominee. As such, to the extent that a shareholder holds its common stock through a broker and fails to directly register its stock with the Company's transfer agent, then such stockholder will not receive the subscription rights described in the prospectus included as part of the Form S-1.
As further described in the prospectus, Next Bridge will be entering into a Contribution Agreement with Greg McCabe, the Company's largest stockholder and Chairman of Next Bridge's Board of Directors, and McCabe Petroleum Corporation, a company solely owned by Mr. McCabe (the "Contribution Agreement"). Under the terms of the Contribution Agreement, Mr. McCabe will be contributing a portion of his 10% back-in interest in the Orogrande Prospect to Next Bridge (the "Back-In Interest"), and McCabe Petroleum Corporation ("MPC") is contributing to Next Bridge a portion of its interest in oil and gas leases that constitute a drilling prospect located on over 1,150 acres in Vermillion Parish, Louisiana (the "Bronco Prospect"). The Back-In Interest and the Bronco Prospect are both described at length in the prospectus. In accordance with the terms of the Contribution Agreement, Mr. McCabe and MPC will be contributing a proportionate amount of the Back-In Interest and the Bronco Prospect based on the number of shares of common stock of the Company that are owned by eligible stockholders for the subscription rights as of the record date versus the total number of shares of common stock of the Company that are outstanding as of the record date. In the event that all of the outstanding shares of Next Bridge are directly registered with the Company's transfer agent, Mr. McCabe and MPC will be contributing all of their interest in the Back-In and the Bronco Prospect, respectively. Mr. McCabe plans for all of his shares to be directly registered with Next Bridge's transfer agent AST.
Next Bridge will hold the Back-In Interest and the Bronco Prospect for NBH Newco. At such time that Next Bridge contributes the Back-In Interest and the Bronco Prospect to NBH Newco, Next Bridge intends to spin-off NBH Newco such that NBH Newco will be an independent company. Each holder of subscription rights will be entitled to one share of NBH Newco common stock for each subscription right held by it without the payment of any consideration.
As the newly-elected Chairman of the Board of Next Bridge, Mr. McCabe had this to say regarding the activities and efforts of Next Bridge to address the trading halt of the MMTLP preferred shares of Meta Materials, Inc. and the offering of the subscription rights, as well as his contribution of additional assets to the Company:
"Since taking over as Chairman of the Board of Next Bridge, I have had the opportunity to review the efforts by the Next Bridge management team to pursue a short-term trading window and to request that the Financial Industry Regulatory Authority ("FINRA") require all individuals and entities holding short positions in Next Bridge's common stock to be forced to close those positions. The efforts by Next Bridge were thorough, rigorous, and quite compelling. Unfortunately, FINRA did not find it had authority to issue a corporate action requiring all shorts positions to be closed if a trading period was to occur. While this decision may be disappointing to some of our shareholders, Next Bridge accepts the authority of FINRA on this matter and is going to move forward with the business of running our Company. In an effort to give Next Bridge and its shareholders the best chance for success, I have made the decision to assign proportionately my 10% working interest back-in after payout in the Orogrande Project, and my interest in the Bronco Prospect in Vermillion Parish, Louisiana, for the benefit of all shareholders that move or have already moved their Next Bridge shares to AST from their broker dealer accounts. I strongly believe that having all shares of Next Bridge at AST will provide significant value to the corporate governance and communications with Next Bridge's shareholders. I have personally begun the process of moving all of my shares to AST."
Chief Executive Officer Clifton DuBose addressed the contribution of the Back-In Interest and the Bronco Prospect to Next Bridge, as well as the offering related to the subscription rights:
"The contribution of some or possibly all of the Back-In Interest will allow more of the future profits of Next Bridge's principal asset to stay with the Company, so this contribution by Mr. McCabe is an exciting development for the Company. Further, by adding the proportionate amount of the Bronco Prospect, Next Bridge will be able to consider drilling and development efforts in a different geological province in order to diversify our asset opportunities. The Bronco Prospect exposes us to a large upside drilling project and is our first step towards diversifying our activities beyond the Orogrande Basin."
In the event that a stockholder wants to directly register their Next Bridge shares with AST to receive the subscription rights, Next Bridge notes that stockholders will need to contact their broker to initiate that direct registration. More information about the direct registration process is available on the Investor Relations page of Next Bridge's website at www.nextbridgehydrocarbons.com in the FAQ section.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or 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 jurisdiction.
About Next Bridge Hydrocarbons
Next Bridge Hydrocarbons, Inc. is an independent public reporting energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. Our primary focus has been the development of interests in an oil and gas project consisting of 134,000 contiguous gross acres we hold in the Orogrande Basin in West Texas in Hudspeth County, Texas. In addition, we have minor interests in the Eastern edge of the Midland Basin in Texas, and two minor well interests in Oklahoma. Please visit www.nextbridgehydrocarbons.com for more information.
These statements may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company's filings with the SEC available on the Company's website or the SEC's website at www.sec.gov.
Next Bridge Transfer Agent:
American Stock Transfer & Trust Company, LLC
Shareholder Services Call Center
Hours: 8 a.m. – 8 p.m. ET (Monday - Friday)
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SOURCE Next Bridge Hydrocarbons, Inc.