Computer Analytics of Hi-Resolution
Aerial Imagery Serving the Precision Ag Industry
EnerJex Resources, Inc., (NYSE American: ENRJ) announced today that
it has entered into a definitive Merger Agreement with AgEagle
Aerial Systems, Inc., a leading commercial agricultural drone
company. AgEagle products are designed to improve centuries
old farming methodologies through the use of GPS technology,
high-resolution aerial imagery, computer learning and
robotics.
AgEagle’s line of automated flying drones
collect valuable information for farmers by flying over large
fields of corn, soy beans, wheat and other types of crops,
collecting thousands of ultra high resolution pictures using
sophisticated near-infrared sensors (cameras). The images are
loaded to the cloud midflight through cellular connectivity and
stitched together to form one large, near-infrared aerial
picture. Unlike the human eye, algorithmic-based computer
programs are able to determine the current health of the
photographed crop by analyzing the amount of near-infrared light
reflected from the plants. Healthy plants reflect more
near-infrared light while unhealthy plants absorb the light.
Using this high resolution, near-infrared image, a farmer or an
agronomist is able to create a ‘prescription map’ that is then fed
into the computers that guide large precision crop sprayers so that
chemicals, herbicides, pesticides and nutrients can be applied more
precisely in the fields, saving money, increasing the amount of
yield per acre, and improving the environmental impact of
farming.
“Our goal at EnerJex has been to maximize
stockholder value and we believe AgEagle, with its strong
leadership team, is well-positioned to capitalize on the
fast-growing agriculture drone market,” said Louis Schott, CEO of
EnerJex. “While AgEagle is focused on the agriculture market,
we believe there is opportunity for drones in the oil and gas
industry.”
AgEagle’s board of directors includes company
founder and CEO Bret Chilcott, a representative from stakeholder
Raven Industries, and Grant Begley, formerly the senior advisor to
the Undersecretary of Defense for drones and corporate leader to
Lockheed Martin and Raytheon for their respective drone
initiatives.
“With 2.1 million farms on 235 million acres of
land in the U.S., we believe the precision agriculture sector of
the unmanned aerial vehicle market presents robust opportunities
for our products,” said Bret Chilcott, AgEagle CEO.
“Now that Amazon and WalMart are heavily investing in the
grocery and food services industry we believe an “Amazon Effect” is
in store for the agriculture industry, which will require a
systematic overhaul of the current processes and a rapid adoption
in technology on the farm to increase crop yield and reduce
expenses. When Wal-Mart and Amazon come into a business,
margins often get squeezed dramatically. We believe our
product can be cost effectively layered into the workflow of farms
in the U.S., and around the world, to increase profitability in an
industry under constant margin pressures. We believe a
technology revolution is coming to the farming industry and we
further believe that our product demonstrates a clear return on
investment for farmers and agronomists alike.”
AgEagle markets its products through a
distribution relationship with Raven Industries, a leading
precision agriculture company. Additionally, AgEagle markets
its drones directly to farmers and independent agronomists (crop
consultants).
Other key aspects of the drone industry
include:
- In a 2016 report, Goldman Sachs labeled AgEagle as a Major
Player in the agriculture drone space.
- In a 2017 report, Goldman Sachs identified the total
addressable market for agriculture drones at $5.9 billion over the
next five years.
- The United Nations Food and Agriculture Organization (“FAO”)
projects that the world will require 70% more food production by
2050 in order to keep up with population growth.
- Goldman Sachs suggests that the commercial Unmanned Aerial
Vehicle industry has a $21 billion total addressable market with an
estimated triple-digit compounded annual growth rate from 2016 to
2020.
- PricewaterhouseCoopers pegs the addressable market for
agriculture drones at $32.4 billion, second only to the
infrastructure sector.
More information about AgEagle can be found by
visiting its website at www.ageagle.com.
Upon completion of the Merger transaction,
EnerJex’s Common and Series A Preferred shareholders will own
approximately 15% of the combined company. The Company is
valuing AgEagle at approximately $20,000,000 prior to the
completion of any financing that occurs in advance of the
merger.
The transaction, which has been approved by the
board of directors of both companies, is expected to occur late in
the fourth quarter of 2017 or first quarter of 2018, subject to
various closing conditions, including, among other things: approval
by the stockholders of both EnerJex and AgEagle; the raising of at
least $4 million prior to the consummation of the merger; approval
by NYSE for the listing of the combined company’s common stock on
the NYSE American exchange immediately upon consummation of the
merger; and other closing conditions. The Company intends to
dispose of its principal assets, primarily its Kansas oil and gas
properties, concurrently with the closing of the Merger. In
the event the Merger is not consummated the Company does not have a
present intention to dispose of the above described assets.
NYSE American Notice of
Non-compliance
On October 19, 2017, the Company received notice
from NYSE Regulation, Inc. that it is not in compliance with
certain NYSE American (“NYSE American”) continued listing standards
relating to stockholders’ equity. Specifically, the Company
is not in compliance with Section 1003(a)(i) (requiring
stockholders’ equity of $2.0 million or more if an issuer has
reported losses from continuing operations and/or net losses in two
of its three most recent fiscal years) of the NYSE American LLC
Company Guide (the “Company Guide”). As a result, the Company
has become subject to the procedures and requirements of Section
1009 of the Company Guide and is required to submit a plan by
November 19, 2017 advising the NYSE American of the actions the
Company has taken or will take to regain compliance with the NYSE
American continued listing standards. The plan period may not
exceed April 19, 2019.
The Company intends to submit a plan by the
November 19, 2017 deadline. The plan will be based in
significant part upon the Merger and the associated
financing. The Company expects that its common stock will
continue to be listed on the NYSE American while the Company seeks
to regain compliance with the listing standard noted, subject to
the Company’s compliance with other continued listing
requirements. If the Company fails to submit a plan or if the
Company’s plan is not accepted then the NYSE American may commence
delisting procedures. Upon completion of the merger,
the Company will be required to satisfy all applicable requirements
for initial listing on the NYSE American.
In addition to this press release, today EnerJex
filed a Current Report on Form 8-K with the SEC in which more
detailed information about the merger transaction, AgEagle’s
business, and the non-compliance notice can be found
(www.sec.gov).
Forward-Looking Statements
CAUTIONARY INFORMATION ABOUT
FORWARD-LOOKING STATEMENTS
Apart from statements of historical fact, the
text of this press release constitutes forward-looking statements
within the meaning of the U.S. securities laws, and is subject to
the safe harbors created therein. These statements include, but are
not limited to, statements regarding the future business operations
of EnerJex Resources, Inc. (the “Company”), the prospect for
development of AgEagle Aerial Systems’ drone devices, the
possibility of a merger transaction between the companies, and
possible benefits from such a merger for the companies and their
respective stakeholders. These forward-looking statements speak
only as of the date of this news release. The Company does not
undertake to update any of these forward-looking statements to
reflect events or circumstances that occur after the date hereof.
Such statements reflect management’s current views and are based on
certain assumptions that may or may not ultimately prove valid. The
Company’s actual results may vary materially from those
contemplated in such forward-looking statements due to risks and
uncertainties to which the Company is subject, including
uncertainties about the parties’ ability to complete the merger;
uncertainties concerning the sufficiency of the Company’s remaining
funds to continue operations; uncertainties regarding the
negotiation with the Company’s lenders; uncertainties as to whether
AgEagle will become profitable; and other factors that are
described under the heading “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2016, the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2017, and the Company’s Current Report on Form
8-K filed on October 20 2017.
IMPORTANT INFORMATION FOR INVESTORS AND
SHAREHOLDERS
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval.
EnerJex plans to file a registration statement
on Form S-4 in connection with the proposed transaction which will
include a definitive proxy statement and a proxy card, and will be
mailed to the Company’s stockholders seeking any required
stockholder approvals in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS. Stockholders may obtain, free of
charge, copies of the definitive proxy statement/prospectus and any
other documents filed by EnerJex with the SEC in connection with
the proposed transactions at the SEC’s website
(http://www.sec.gov), at EnerJex’s website, or by directing written
request to: EnerJex Resources, Inc., 4040 Broadway Street, Suite
425, San Antonio, TX 78209, Attention: Louis G. Schott, Interim
Chief Executive Officer.
The Company and its directors and executive
officers and AgEagle and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the stockholders of the Company in connection with the proposed
transaction. Information regarding the special interests of these
directors and executive officers in the merger will be included in
the proxy statement referred to above. Additional information
regarding the directors and executive officers of the Company is
also included in the Company’s Definitive Proxy Statement on
Schedule 14A relating to the 2017 Annual Meeting of Stockholders,
which was filed with the SEC on April 7, 2017. This document
is available free of charge at the SEC web site (www.sec.gov), at
the Company’s website, or by directing a written request to the
Company as described above.
4040 Broadway, Suite 508
San Antonio, TX 78209
Attn: Louis Schott
(210) 559-1670
Enerjex Resources, Inc. (AMEX:ENRJ)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
Enerjex Resources, Inc. (AMEX:ENRJ)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024