Shareholder offering made by Empire Petroleum
Empire Petroleum Corporation, an oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, announced that it has modified the terms of its previously announced subscription rights offering.
The update affects shareholders of the Company’s common stock, par value $0.001 per share, and outlines revised purchase ratios, pricing and timeline details associated with the offering.
Distribution of Subscription Rights
The Company has distributed at no charge to holders of its common stock, par value $0.001 per share, as of the close of business on February 2, 2026, one subscription right for each share of Common Stock held. As modified, each subscription right entitles the holder to purchase 0.095 shares of Common Stock at a subscription price of $2.99 per one whole share of Common Stock for gross proceeds of up to approximately $10.0 million.
As a result, a stockholder must hold at least 11 shares of Common Stock to receive subscription rights to purchase at least one share of Common Stock.
Non-Transferable Rights and Over-Subscription Option
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 are entitled to over-subscribe for additional shares of Common Stock, subject to proration.
The expiration of the Rights Offering has been extended to 5:00 p.m., Eastern Time, on March 18, 2026, subject to further extension or earlier termination.
The structure of the offering allows qualifying shareholders to increase their ownership position depending on participation levels and remaining unsubscribed shares at the conclusion of the offering period.
Major Shareholder Participation
Energy Evolution Master Fund, Ltd., the Company’s largest shareholder, has indicated its intent to participate in the Rights Offering and fully subscribe to the shares of Common Stock corresponding to its subscription rights, as well as its intent to fully exercise its over-subscription rights to purchase its pro rata share of the underlying securities related to the Rights Offering that remain unsubscribed at the Expiration Date.
Phil E. Mulacek, Chairman of the Board of the Company, also has indicated his intent to participate.
The participation of significant stakeholders may influence the ultimate allocation of unsubscribed shares depending on total shareholder response.
Prospectus and Offering Materials
Holders of subscription rights who hold their shares directly have received a prospectus, a prospectus supplement, a letter from Empire describing the Rights Offering, and a subscription rights certificate.
The Company continues to operate producing assets across multiple states, and the proceeds from the offering, up to approximately $10.0 million in gross proceeds, would support corporate initiatives consistent with its operations in New Mexico, North Dakota, Montana, Texas, and Louisiana.