PEDEVCO Corp. (AMEX:PED) made an offer to acquire SandRidge Permian Trust (OTCPK:PERS) from Avalon Energy, LLC, Montare Resources I, LLC and others for $28.1 million on October 13, 2020. Under the terms of consideration, Pedevco will acquire all the outstanding shares of SandRidge through issuance of 21 million common stock based on an exchange ratio of 0.4 shares of Pedevco for 1 share of SandRidge.

The equivalent market value of the shares to be issued would be $0.536 per share. Under the terms of the transaction, Pedevco can initiate a second-step merger post attaining the minimum tender. Post completion of the transaction, SandRidge will merge with a wholly-owned subsidiary of Pedevco and the Trust would be a direct or indirect, wholly owned subsidiary of PEDEVCO.

The transaction is subject to (i) applicable antitrust law shall have expired or been terminated, and any approvals or clearances from government authority; (ii) The Pedevco Common Stock issuable to holders of Trust Common Units in connection with the offer and the second-step merger shall have been approved for listing on the NYSE American, subject to official notice of issuance; (iii) registration statement of which this offer to exchange is a part shall have become effective under the Securities Act; (iv) Pedevco's shareholders have approved the transaction; (v) Pedevco has attained a minimum tender of 51%. As of October 19, 2020, majority of shareholders have approved the share issuance for the acquisition and achieved minimum tender. The offer is expected to expire on November 30, 2020.

InvestorCom, Inc. acted as information agent and American Stock Transfer & Trust Company, LLC acted as transfer agent for Pedevco. Clint Smith of Jones Walker LLP acted as legal advisor for Pedevco. Marcum LLP acted as accountant for Pedevco.

Haynes and Boone, LLP acted as the legal advisor for Montare. The Bank of New York Mellon Trust Company, N.A. acted as depository bank to SandRidge in the transaction.