Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2020, Camber Energy, Inc. ("Camber" or the "Company") entered
into a Securities Purchase Agreement (the "Purchase Agreement") with Viking
Energy Group, Inc. ("Viking") to acquire (the "Acquisition") 236,470,588 shares
of Viking common stock, constituting 51% of the common stock of Viking (the
"Viking Shares"), in consideration of (i) the payment of $10,900,000 in cash by
Camber to Viking (the "Cash Purchase Price"), and (ii) Camber canceling
$9,200,000 in promissory notes previously issued to Camber by Viking (the
February 3, 2020 promissory note for $5,000,000, and the June 25, 2020
promissory note for $4,200,000, collectively the "Viking Notes"). Pursuant to
the Purchase Agreement, Viking is obligated to issue additional shares of Viking
common stock to Camber to ensure that Camber shall own at least 51% of the
common stock of Viking through July 1, 2022.
In connection with the Acquisition, on December 23, 2020, Camber also entered
into (i) a termination agreement with Viking terminating the Amended and
Restated Agreement and Plan of Merger, dated August 31, 2020, as amended to date
(the "Termination Agreement"), and (ii) an Assignment of Membership Interests
with Viking assigning Camber's interests in one of Viking's subsidiaries,
Elysium Energy Holdings, LLC, back to Viking (the "Assignment"). Also in
connection with the Acquisition, on December 23, 2020, Camber (i) borrowed
$12,000,000 from an institutional investor (the "Investor"); (ii) issued the
Investor a promissory note in the principal amount of $12,000,000 (the "Investor
Note"), accruing interest at the rate of 10% per annum and maturing December 11,
2022, or immediately if Camber has not either consummated a merger with Viking
by March 11, 2021, or increased its authorized capital stock by such date; (iii)
granted the Investor a first-priority security interest in the Viking Shares and
Camber's other assets pursuant to a Security Agreement-Pledge (the "Pledge
Agreement"), and a general security agreement (the "Security Agreement"),
respectively; and (iv) entered into an amendment to Camber's $6,000,000
promissory note previously issued to the Investor dated December 11, 2020,
amending the acceleration provision of the note to provide that the note
repayment obligations would also not accelerate if Camber has increased its
authorized capital stock by March 11, 2021 (the "Note Amendment").
On December 23, 2020, the Investor Note was funded, and Camber closed the
Acquisition, paying the Cash Purchase Price to Viking and cancelling the Viking
Notes.
The foregoing descriptions of the Purchase Agreement, Termination Agreement,
Assignment, Investor Note, Pledge Agreement, Security Agreement, and Note
Amendment do not purport to be complete and are qualified in their entirety by
reference to the Purchase Agreement, Termination Agreement, Assignment, and form
of Investor Note, Pledge Agreement, Security Agreement and Note Amendment,
copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, and
10.7 to this Current Report on Form 8-K, respectively, and incorporated in this
Item 1.01 by reference in their entirety.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 above is incorporated by reference into
this Item 2.01.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated by reference into
this Item 2.03.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 1.01 above is incorporated by reference into
this Item 5.02.
In connection with the Acquisition, on December 23, 2020, James A. Doris was
appointed as Camber's Chief Executive Officer and a member of Camber's Board of
Directors, Frank W. Barker, Jr., was appointed as Camber's Chief Financial
Officer, Robert K. Green was appointed as a member of Camber's Board of
Directors, Louis Schott resigned as Interim Chief Executive Officer of Camber,
and Robert Schleizer resigned as the Chief Financial Officer and as a member of
the Board of Directors of Camber. The resignations of Mr. Schott and Mr.
Schleizer were not the result of any disagreement with Camber. Mr. Doris is
currently the Chief Executive Officer and a member of the Board of Directors of
Viking, and Mr. Barker is currently the Chief Financial Officer of Viking.
James A. Doris, 48 years old, has over 28 years of experience negotiating a
variety of national and international business transactions, and has been the
driving force behind Viking's growth. He has assembled a sophisticated and
talented operational and technical team and closed several acquisitions and
financing transactions to enhance Viking's profile in the oil and gas sector and
will play an integral role in formulating and executing Camber's strategic plan
going forward. Formerly a lawyer in Canada, Mr. Doris represented domestic and
foreign clients regarding their investment activities in Canada for over 17
years. Mr. Doris graduated cum laude from the University of Ottawa. Mr. Doris
has been the Chief Executive Officer of Viking since December 2014.
Robert Green, 58 years old, is a former Fortune 100 chief executive officer in
the energy, telecommunication and utility industries, and has extensive
experience in capital markets, mergers and acquisitions, and regulatory and
legislative strategies. Mr. Green has served on the boards of directors of seven
publicly traded companies and was elected chairman of the board of two New York
Stock Exchange (NYSE) companies and three other publicly listed companies. He
guided these companies and others in capital markets strategies involving
initial public offerings (IPOs) and private investments with a combined value of
more than $5 billion and more than 50 merger, acquisition and divestiture
transactions, some of which surpassed $1 billion. Mr. Green has been a Partner
at the law firm Husch Blackwell since 2003.
Frank Barker Jr., 65 years old, is a Certified Public Accountant with over 40
years of experience providing strategic, managerial, operational, financial,
accounting and tax-related services in various capacities to both public and
private entities. Mr. Barker has served as the Chief Financial Officer of
several publicly-traded companies, including for Viking for the past three
years. Mr. Barker received a B.A. in Accounting and Finance from the University
of South Florida. Mr. Barker has been the Chief Financial Officer of Viking
Energy Group, Inc. since December 2017, and he was a director of Viking from
December 2017 through August 2018.
Messrs. Doris, Green and Barker have not yet entered into any management plans,
contracts or arrangements with Camber.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Securities Purchase Agreement, by and between Camber Energy, Inc.
and Viking Energy Group, Inc., dated December 22, 2020
10.2 Mutual Termination Agreement, by and between Camber Energy, Inc.
and Viking Energy Group, Inc., dated December 22, 2020
10.3 Assignment of Membership Interests, by and between Camber Energy,
Inc. and Viking Energy Group, Inc., dated December 22, 2020
10.4 Form of Investor Note issued by Camber Energy, Inc. to the
Investor Named Therein
10.5 Form of Pledge Agreement, by and between Camber Energy, Inc. and
Viking Energy Group, Inc., dated December 22, 2020
10.6 Form of Security Agreement, by and between Camber Energy, Inc. and
the Investor Named Therein, dated December 22, 2020
10.7 Form of First Amendment to 10% Secured Promissory Note, by and
between Camber Energy, Inc. and the Investor Named Therein, dated
December 22, 2020
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon request; provided,
however that the Company may request confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or
Exhibit so furnished.
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