American International Holdings, Corp. Receives Funding Commitment of Up To $20 Million as an Initial Step in a Comprehensive Plan To Recapitalize The Company and Pursue Uplisting to a Major Exchange
Electra, Texas, July 17, 2023 (GLOBE NEWSWIRE) -- American International Holdings, Corp. (OTCQB: AMIH) announced today that it has entered into an Equity Financing Agreement with Pacific Lion LLC (Pacific Lion) pursuant to which Pacific Lion agreed to purchase up to $20,000,000 of AMIH common stock. Pacific Lion also agreed to fund AMIH up to $400,000 under a Convertible Promissory Note to bridge AMIH through to the effectiveness of the registration of the shares to be sold under the Equity Financing Agreement.
Pursuant to the Equity Financing Agreement, Pacific Lion has agreed to purchase up to $20,000,000 of AMIH common stock following the receipt of put notices from AMIH and subject to certain conditions. Pursuant to the Registration Rights Agreement entered into in connection with the Equity Financing Agreement, AMIH agreed to file a registration statement to register the common stock issuable under the Equity Financing Agreement. Following the effectiveness of the registration statement, if AMIH elects to cause Pacific Lion to purchase shares, the shares will be purchased at a 15% discount to the lowest closing trade price of AMIH’s common stock in the prior 10 trading days. The Equity Financing Agreement with Pacific Lion replaces the Equity Financing Agreement previously entered into with GHS Investments LLC, which has been terminated.
Pursuant to the Convertible Promissory Note issued to Pacific Lion by AMIH, Pacific Lion has the right to fund up to $400,000. The note bears interest at 6% and is due on May 23, 2024. Following an uplisting to a senior stock exchange, the note will automatically convert at 80% of the uplisting offering price. In addition to the note, the Company also issued a Warrant to Purchase Shares of Common Stock to Pacific Lion. The warrant is exercisable for 500,000 shares for a period of five years at $0.10 per share. In the event that an uplisting to a senior stock exchange does not occur within nine months of the issuance date, the warrant will automatically be canceled. The note is designed to provide a mechanism for Pacific Lion to make regular fundings to cover AMIH’s working capital needs during the pendency of the registration statement. Pacific Lion funded the first tranche of $100,000 upon the issuance of the note.
The proceeds will be used for general business operations. More information regarding the transaction will be provided in a Form 8-K to be filed with the SEC.
These investments are part of a broader restructuring plan to recapitalize the company, consolidate and retire existing debt and reduce dilution. This restructuring is designed to drive shareholder value and strengthen the balance sheet of the company.
“AMIH is executing on its core energy production operations, and we are ready to drive forward to scaling our revenues through expanded oil and gas production and property acquisitions as well as implementing the companies state of the art energy technologies.,” said Michael McLaren, CEO of AMIH. “The capitalization of the company is critical, along with a comprehensive restructuring of debt and share classes, as well as reducing dilution in an effort to drive value for shareholders and prepare the company for uplisting to a major exchange.”
In addition to the investment made by Pacific Lion in AMIH, the company will also be working with Pacific Lion, a firm that specializes in delivering strategic direct investments and hands-on advisory services to help with the growth of early-stage companies. The firm focuses on strategies that help capitalize public companies via retail and institutional investors, along with crowdfunding, equity lines and M+A consulting, with the goal of direct up listing to a major exchange over a 6–18-month targeted time frame.
“We believe that AMIH has developed an innovative approach to legacy oil & gas production combined with a keen focus on responsible energy production and social governance (ESG),” said Jacob Fernane, CEO of Pacific Lion. “We believe our access to strategic funding, share structure cleanup, technology and operations augmentation, and more, will allow AMIH to scale to the levels needed for a major exchange uplist and to rejuvenate its powerful energy-based business plan.”
Another funding strategy the company intends to employ is to file an offering under Regulation A+. Regulation A+ allows companies to raise money under two different tiers. Fully reporting SEC reporting companies such as AMIH are able to raise up to $75,000,000 on a Tier 2 offering in any 12-month period from the general public. The company hopes to attract a new shareholder base and would like to help fund the company directly.
The company will continue in its efforts to secure additional funding and reduce debt in preparation for its attempts to uplist to a major exchange in the future.
About American International Holdings Corp.
American International Holdings Corp. (OTCQB: AMIH) is an investor, developer and asset manager diversified across multiple sectors, with a focus on the energy supply chain. As of the date of this release, the AMIH portfolio includes Cycle Energy Corp., a diversified energy company based in the state of Texas that currently owns and operates three vertically integrated businesses – Cycle Oil and Gas, Cycle Energy Services and Cycle Energy Technologies.
About Cycle Energy Corp.
Cycle Energy Corp. is an energy company based in the state of Texas and currently operates three vertically integrated businesses.
Cycle Oil and Gas. This wholly owned Texas subsidiary focuses on acquiring and optimizing underdeveloped oil and gas assets. It employs both internally developed and third party-licensed technologies to increase production, optimize performance and reduce costs. Cycle Oil and Gas currently produces approximately 25 barrels of oil per day from 16 leases on approximately 2,000 acers. The company currently has 125 wells on lease to reactivate. Since acquiring the leases in July 2022, Cycle Oil and Gas has increased production from an average of 7 barrels/day to 25 barrels per day. After reviewing well control data in the area, Cycle Oil and Gas believes that there is more recoverable oil available on these leases.
Cycle Energy Services. This wholly owned Texas subsidiary supports Cycle Energy’s overall exploration and production efforts with “well services” and “end of life reclamation.” Cycle Energy Services owns and operates a combination of customized service-wireline rigs and HydroVac units. This cutting-edge equipment allows for faster “rig in” and “rig out” times. Overall, Cycle Energy Services’ equipment and experience combination seeks to reduce the amount of time and fuel burned to complete an abandonment or workover thus reducing costs.
Cycle Energy Technologies. This wholly owned Texas subsidiary provides both R&D and existing technology to enable increased production in the field. Cycle Energy’s flagship intellectual property is its mobile Gas to Liquid system. This is used to convert natural gas and other gaseous hydrocarbons into longer-chain hydrocarbons, such as gasoline or diesel fuel.
Each of Cycle Energy’s three vertically integrated businesses operate in tandem to help Cycle Energy capture unique opportunities that often go untapped by the Company's competitors.
To learn more about AMIH., please see our Twitter page at https://twitter.com/CycleNRG.
Forward-Looking Statements
This press release may contain forward-looking statements, including information about management’s view of the Company’s future expectations, plans and prospects, within the meaning of the federal securities laws, including the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the “Act”). In particular, when used in the preceding discussion, the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of the Act and such laws, and are subject to the safe harbor created by the Act and applicable laws. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company and its subsidiaries to be materially different than those expressed or implied in such statements. Forward-looking statements may include projections and estimates of the Company’s corporate strategies, future operations, results of operations, development plans and programs, including the costs thereof, drilling locations, estimated oil, natural gas and natural gas liquids production, price realizations, projected operating, general and administrative and other costs, projected capital expenditures, efficiency and cost reduction initiative outcomes, statements regarding future production, costs and cash flows, liquidity and our capital structure. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including access to additional financing, and the potential lack of such financing; and the Company’s ability to raise funding in the future and the terms of such funding; the volatility of oil and natural gas prices; our success in discovering, estimating, developing and replacing oil and natural gas reserves; risks of our operations not being profitable or generating sufficient cash flow to meet our obligations; risks relating to the future price of oil, natural gas and NGLs; risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities; risks related to changes in the legal and regulatory environment governing the oil and gas industry, and new or amended environmental legislation and regulatory initiatives; risks related to the need for additional capital to complete future acquisitions, conduct our operations, and fund our business on favorable terms, if at all, the availability of such funding and the costs thereof; risks related to the speculative nature of oil and gas operations; risks related to the Company maintaining and/or increasing production from prior periods, and the costs related thereto; risks associated with the uncertainty of drilling, completion and enhanced recovery operations; risks associated with illiquidity and volatility of our common stock, dependence upon present management, the fact that Michael McLaren, our CEO and member of the Board, beneficially owns a majority of our voting stock; COVID-19, governmental responses thereto, economic downturns and possible recessions caused thereby; inflationary risks and recent increased interest rates, and the risks of recessions and economic downturns caused thereby; risks related to military conflicts in oil producing countries; changes in economic conditions; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; the availability and demand for alternative energy sources; regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; and others that are included from time to time in filings made by the Company with the Securities and Exchange Commission, many of which are beyond our control, including, but not limited to, in the “Risk Factors” sections in the Company’s Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission. These reports are available at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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