Callan JMB Inc. Announces Purchase of Williston Basin Oil & Gas Assets

What Happened

• Callan JMB Inc. (the Company), through its wholly owned subsidiary Callan Power LLC (Buyer), entered into an Asset Purchase and Sale Agreement on August 19, 2026 to acquire Reger Oil, Inc.’s Williston Basin leases and related oil and gas assets (the Assets).
• The agreed purchase price is $2,000,000 in cash (payable on or before December 31, 2026) plus issuance of 1,000 shares of Series A Perpetual Convertible Preferred Stock with an aggregate stated value of $10,000,000. The closing is expected on or before September 22, 2026, subject to customary conditions including title/environmental diligence and Company stockholder approval under Nasdaq rules.

Key Details

• Seller: Reger Oil, Inc.; Principal named: Michael Reger (to become President of Buyer and join Callan’s board).
• Consideration: $2,000,000 cash + 1,000 shares Series A Preferred (aggregate stated value $10,000,000).
• Timing & approvals: APA dated Aug 19, 2026; expected Closing ≤ Sep 22, 2026; APA may be terminated if not closed by Oct 31, 2026. Issuance of Preferred Stock requires shareholder approval under Nasdaq Listing Rules 5635(a) and 5635(d).
• Governance changes: Buyer to be renamed “Reger Energy, LLC” within six months after Closing; a current Callan director will resign and be replaced by a nominee of holders of a majority of the Preferred’s stated value.
• Transaction terms: Assets acquired “as is, where is” (subject to seller reps and a special warranty of defensible title); customary reps, warranties, indemnities; certain seller fundamental reps survive indefinitely, others for 12 months. Preferred issuance will be made under an exemption from Securities Act registration (Section 4(a)(2)).

Why It Matters

• This is a material asset acquisition that expands Callan JMB’s holdings into the Williston Basin oil and gas sector and involves significant non-cash consideration (a $10M stated-value preferred stock issuance) plus $2M cash.
• The preferred stock is convertible and will require shareholder approval under Nasdaq rules, so the deal’s completion depends on investor votes and due diligence outcomes (title and environmental).
• Governance changes and the preferred holders’ right to nominate a board member could shift company control dynamics; investors should watch upcoming proxy/approval materials and filings for details on dilution, conversion terms, timelines, and any additional disclosures.