GBR · New Concept Energy, Inc.

New Concept Energy, Inc. has entered into a material definitive agreement with Realty Advisors, Inc., a related-party investor, for a potential equity offering of up to 2,000,000 shares of common stock. The transaction is structured as an unregistered offering under Section 4(2) of the Securities Act, with shares to be issued as restricted securities. The offering carries significant conditions precedent: it requires approval from a majority of current stockholders at a meeting where a quorum is present, as mandated by NYSE American rules for listings involving issuances of 20% or more of outstanding shares, and subsequent approval from the NYSE American Exchange for listing the additional shares. The company is preparing proxy materials for submission to the SEC, targeting a stockholder meeting before the end of the second quarter, though no assurance of approval is given. The investor's status as a related party—currently holding at least 400,000 shares and sharing a common director—adds complexity, and the transaction would result in a change of control if consummated. This potential dilution and shift in control represent a material event for investors, with the outcome dependent on forthcoming stockholder and regulatory decisions.