PETROSHARE CORP. (OTCMKTS:PRHR) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On February 11, 2019, PetroShare Corp. (the “Company”) mailed to its shareholders of record as of February 4, 2019 a proxy statement and proxy regarding a special meeting of the Company’s shareholders to be held on March 15, 2019. The purpose of the special meeting is to approve an amendment to the Company’s Articles of Incorporation to increase the amount of common stock that the Company is authorized to issue from 100,000,000 to 200,000,000 shares.
Included in the text of the proxy statement is a description of a term sheet to which the Company is party and a possible financing that the Company may pursue if the proposed amendment to the Articles of Incorporation is approved by the shareholders. Please see the proxy statement filed as Exhibit99.1 to this report for further information on this possible transaction.
A copy of the proxy statement and proxy that was mailed to the Company’s shareholders is attached to this report as Exhibit99.1.
The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
99.1 Proxy statement and proxy card
Caution Concerning Forward-Looking Statements
The proxy statement contains certain forward-looking statements and information, including “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as of the date of this report, the Company’s estimates, forecasts, projections, expectations or beliefs as to certain future events and results. These forward-looking statements include, among others, statements regarding possible future transactions in which the Company may be party. Forward-looking statements and information are necessarily based on a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, technical, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information.
Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to actions and decisions by third parties over which the Company has no control, risks related to receipt of working capital, the level of success in exploration, development and production activities, possible defects in title to properties, fluctuations in the market price of crude oil and natural gas, industry risks, possible federal and/or state initiatives related to regulation of hydraulic fracturing, risks related to permitting and the projected timeframes to receive the necessary permits, environmental risks and hazards, uncertainty as to calculation of crude oil and natural gas resources and reserves and other risks described in the Company’s report on Form10-K for the year ended December31, 2017 and other reports filed with the Securities and Exchange Commission. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law.
All forward-looking statements and information made in the proxy statement are qualified by this cautionary statement.
PetroShare Corp. Exhibit
EX-99.1 2 a19-4064_3ex99d1.htm EX-99.1 Exhibit 99.1 PETROSHARE CORP. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS MARCH 15,…
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About PETROSHARE CORP. (OTCMKTS:PRHR)
PetroShare Corp. is an independent oil and natural gas company. The Company focuses on acquisition, exploration and development of crude oil and natural gas prospects. Its properties are located in Colorado. It has interest in over two gross wells and approximately 3,100 gross acres of oil and gas properties. It has interests in over two crude oil and natural gas prospects, including Buck Peak prospect, which is located in Moffatt County, Colorado, and Todd Creek Farms prospect, which is located in Adams County, Colorado. Its working interest position in the Buck Peak prospect is concentrated in one 672-acre section, including over two drilled wells. It focuses on acquiring acreage and development of the Todd Creek Farms prospect. Its focus in both prospects is the Niobrara formation, which is a calcareous shale rock formation varying from 200 to 1,500 feet in thickness and extending from Canada to New Mexico with the oil and natural gas concentration located in Colorado and Wyoming.