Contango Oil & Gas Company Announces Change in State of Incorporation to Delaware, a 2 for 1 Reverse Split and a Change in Stock Symbol.Business & Energy Editors HOUSTON--(BUSINESS WIRE)--Dec. 1, 2000 Contango Contango When the futures price is above the expected future spot price. Consequently, the price will decline to the spot price before the delivery date. Notes: This is the opposite of backwardation. Oil & Gas Company (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BTUX) announced today that the change in its state of incorporation from Nevada to Delaware and the effecting of a 2 for 1 reverse stock split, approved by stockholders at the Annual Meeting of Stockholders on Nov. 20, 2000, became effective on Dec. 1, 2000. As a result of the merger, effective Monday, Dec. 4, 2000, the Company's stock symbol on the NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on Bulletin Board will be changed from "BTUX" to "CTGO". Kenneth R. Peak, chairman and chief executive officer, stated, "One of our highest priorities for the year 2001 is to build liquidity in our common stock. Becoming listed on a major exchange is a prerequisite to achieving this goal, and the change to a Delaware incorporation and the reverse stock split are important steps to that end. Our business is excellent. We now have drilled 11 wells in our south Texas exploration program, 10 of which have been successful, and we anticipate revenues and cash flow for the month of December 2000 will exceed $2.0 million." The most immediate effect of the 2 for 1 reverse split will be to reduce the number of Contango's issued and outstanding common shares from approximately 22.9 million shares to approximately 11.5 million shares. Similarly, diluted shares, which assumes the exercise and conversion of all outstanding options, warrants and convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". , would be reduced from approximately 31.9 million shares to approximately 16.0 million shares. Basic and diluted per share net income or loss will be increased to reflect the reduced number of common shares. As soon as practicable, the Company will send to each stockholder of record a transmittal form that will contain instructions for the surrender of the old Contango-Nevada common stock certificates to the Transfer Agent in exchange for new Contango-Delaware common stock certificates. As set out in the reincorporation documents, holders of old Contango-Nevada common stock are entitled to one-half the number of shares of new Contango-Delaware common stock. Stockholders of old Contango-Nevada common stock whose shares are not evenly divisible DIVISIBLE. The susceptibility of being divided. 2. A contract cannot, in general, be divided in such a manner that an action may be brought, or a right accrue, on a part of it. 2 Penna. R. 454. by two, and who would otherwise be entitled to receive a fraction of a share of new Contango-Delaware common stock, will receive cash in lieu Cash In Lieu (CIL) In a typical exchange offer, "old" shares of the target company are exchanged for "new shares". of fractional shares Fractional share Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs. fractional share Less than one share of stock, that is, one-third or one-half a share. or alternatively, at the election of the Company, one full share of new Contango-Delaware common stock rather than issuing fractional shares. Contango is a Houston-based, development stage, independent natural gas and oil company. The Company explores and acquires natural gas and oil properties primarily in the onshore Gulf Coast and offshore Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico Golfo de Mexico Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east . Additional information can be found on our Web page at www.contango-oandg.com. This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act. The statements reflect the company's current views with respect to future events that involve risks and uncertainties including uncertainties related to successful negotiations with other parties, oil and gas exploration risks, price volatility, production levels, closing of transactions, capital availability, operational and other risks, uncertainties and factors described from time to time in the company's publicly available SEC reports. In light of these risks and uncertainties, the forward-looking events described in this release might not occur. |
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