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CAMBER ENERGY, INC.

(CEI)
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CAMBER ENERGY, INC. : Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits (form 8-K)

10/12/2021 | 05:18pm EST

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 5, 2021, Viking Energy Group, Inc. ("Viking"), a majority-owned subsidiary of Camber Energy, Inc. ("Camber" or the "Company"), entered into an Assignment of Membership Interests (the "Assignment Agreement") with TO Ichor 2021, L.L.C. ("Assignee"), pursuant to which Viking assigned all of its membership interests in Ichor Energy Holdings, L.L.C. ("Holdings") to the Assignee, effective October 5, 2021.

Holdings is the owner of all of the membership interests in Ichor Energy, LLC ("Ichor Energy"), which owns all of the membership interests of Ichor Energy LA, LLC ("Ichor LA") and Ichor Energy TX, LLC ("Ichor TX" and, together with Holdings, Ichor Energy and Ichor LA, the "Ichor Entities"), which collectively owned approximately 58 producing wells, 31 salt water disposal wells, 46 shut in wells and 4 inactive wells as of June 30, 2021. The assets held by the Ichor Entities were acquired by the Ichor Entities in December 2018 from an affiliate of the Assignee (the "Original Acquisition").

In connection with the Original Acquisition, Holdings and Ichor Energy entered into that certain Term Loan Credit Agreement, dated as of December 28, 2018, by and among Holdings, Ichor Energy, ABC Funding, LLC, as administrative agent, and the lenders party thereto (the "Term Loan"). The obligations under the Term Loan are secured by mortgages on the oil and gas leases of the Ichor Entities, a security agreement covering all assets of Ichor Energy, and a pledge by Ichor Holdings of all if the membership interests in Ichor Energy. Camber and Viking are not parties to the Term Loan. Concurrent with the closing of the Original Acquisition and entrance into the Term Loan in December 2018, Ichor Energy also entered into one or more hedge contracts with respect to a certain percentage of the estimated oil and gas production from Ichor Energy's oil and gas assets, expiring on or about December 28, 2022. The consideration for the conveyance of the Ichor Entities by Viking was the assumption by Assignee of all of the obligations associated with the Ichor Entities.

The Assignment Agreement contains a right of first refusal, and provides that if the Assignee receives an arms-length bona fide offer from any third party to purchase any of the membership interests in Holdings, such interests shall first be offered to Viking, and Viking shall have the right, exercisable within thirty (30) calendar days, to elect to purchase such membership interests upon substantially the same terms and conditions as are contained in the offer.

The foregoing description of the Assignment Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified by, the full text of the Assignment Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Pro Forma Financial Information

As previously disclosed in Camber's Current Report on Form 8-K filed on September 16, 2021, Camber is filing restated financial statements and, accordingly, is currently unable to provide financial statements giving pro forma effect to the Assignment Agreement. Camber will provide unaudited pro forma financial statements giving effect to the transactions under the Assignment Agreement as of and for the periods required by Regulation S-X on or about the time that it provides reclassified financial statements.

Please see the Current Report on Form 8-K filed today by Viking, which includes unaudited pro forma financial statements of Viking as of and for the six months ended June 30, 2021 and year ended December 31, 2020, in each case giving effect to the transactions under the Assignment Agreement.




(d) Exhibits.



Exhibit
No.        Description
  2.1        Assignment of Membership Interests
104        Cover Page Interactive Data File (embedded within Inline XBRL
           document).





2

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Financials (USD)
Sales 2020 0,40 M - -
Net income 2020 -3,86 M - -
Net cash 2020 0,66 M - -
P/E ratio 2020 -0,21x
Yield 2020 -
Capitalization 342 M 342 M -
EV / Sales 2019 -1,08x
EV / Sales 2020 12,6x
Nbr of Employees 86
Free-Float 99,0%
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Managers and Directors
James A. Doris Chief Executive Officer & Director
Frank W. Barker Chief Financial Officer
James G. Miller Independent Non-Executive Director
Robert K. Green Director
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