Vivakor Signs Definitive Merger Agreement with Empire Diversified Energy for a Combined Enterprise Value of Approximately $250 Million

Synergies Expected to Provide Infrastructure for Expansion and Accelerate Revenue Growth

DALLAS, TX / ACCESSWIRE / March 4, 2024 / Vivakor, Inc. (NASDAQ:VIVK) ("Vivakor" or the "Company"), a socially responsible operator, acquirer and developer of clean energy technologies and environmental solutions, today is pleased to announce it has signed a definitive agreement and plan of merger (the "Merger Agreement") with Empire Diversified Energy, Inc. (OTC Pink:MPIR) ("Empire"), a multifaceted holding company with business units in sustainable energy and logistics.

Foto: Accesswire

Under the terms of the Merger Agreement, unanimously approved by the board of directors of each party, upon a successful closing, Vivakor would acquire all the outstanding shares of Empire common and preferred stock, on an as-converted basis, for net consideration of 67,200,000 shares (the "Consideration Shares") of Vivakor common stock, resulting in Empire becoming a wholly-owned subsidiary of Vivakor upon the closing (the "Merger"). Upon the closing, 7.5% or 5,040,000 of the Consideration Shares shall be held in escrow for the 12-months subsequent to closing for the purpose of indemnifying Vivakor and its shareholders for the representations, warranties and covenants of Empire contained in the Merger Agreement. Empire shall cause a minimum of 65% or 43,680,000 of the Consideration Shares to be subject to a lock-up agreement for the 12-month period after the closing of the Merger, coupled with certain insider sales restrictions thereafter. Additionally, all Empire options and convertible securities existing immediately prior to the closing shall be either converted or cancelled pre-merger and any Empire warrants that are outstanding may be either accepted or rejected in the sole discretion of Vivakor, and Empire is required to have a minimum of $2.5 million in unrestricted cash on hand at the time of closing of the Merger, which shall be available to Vivakor thereafter.

The closing of the Merger, is subject to, among other things, stockholder approval of each company, Vivakor's receipt of a satisfactory fairness opinion to the underlying transaction, and the effective registration of the Consideration Shares pursuant to a Registration Statement on Form S-4. Vivakor is currently targeting the Merger to close by the end of the third fiscal quarter ending September 30, 2024.