CAMBER ENERGY, INC. Item 1.01. Entry into a Material Definitive Agreement.
Effective
Simultaneously, effective
On
Also on
The foregoing descriptions of the SPA, Subscription Agreement and
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Assets Acquired.
The Company will file any financial statements required by this Item not
later than 71 days after the date on which this Form 8-K is required to be
filed.
(b) Pro Forma Financial Information.
The Company will file any financial statements required by this Item not
later than 71 days after the date on which this Form 8-K is required to be
filed.
(d) Exhibits.
Exhibit No. Description
10.1* Share Purchase Agreement, by and between Viking Energy Group,
Inc., Simmax Corp. , Remora EQ LP and Simson-Maxwell Ltd. , dated
August 6, 2021
10.2 Subscription Agreement between Viking Energy Group, Inc. and
Simson-Maxwell Ltd. , dated August 6, 2021
10.3 Unanimous Shareholders Agreement, by and between Viking Energy
Group, Inc., Simmax Corp. , Remora EQ LP and Simson-Maxwell Ltd. ,
dated August 6, 2021 * 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
2 Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "would," "will," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the occurrence of any event, change or other circumstances that could give rise to the parties failing to complete the merger on the terms disclosed, if at all, the right of one or both of Viking Energy Group, Inc. ("Viking") or Camber to terminate the merger agreement and the result of such termination; the outcome of any legal proceedings that may be instituted against Viking, Camber or their respective directors; the ability to obtain regulatory approvals and other consents, and meet other closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals or other consents required for the merger are not obtained on a timely basis or at all, or which are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval by Viking stockholders and Camber stockholders on the expected schedule; required closing conditions which may not be able to be met and/or consents which may not be able to be obtained; difficulties and delays in integrating Viking's and Camber's businesses; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties, including, but not limited to, as a result of the recent volatility in oil and gas prices and the status of the economy (both US and global) due to the COVID-19 pandemic and actions taken to slow the spread of COVID-19; risks that the transaction disrupts Viking's or Camber's current plans and operations; failing to fully realize anticipated cost savings and other anticipated benefits of the merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; the ability of Camber to obtain the approval of its Series C Preferred Stock holder to close the merger; debt of Viking and Camber and the dates such debts come due; the ability of Viking or Camber to retain and hire key personnel; the diversion of management's attention from ongoing business operations; uncertainty as to the long-term value of the common stock of the combined company following the merger; the continued availability of capital and financing, prior to, and following, the merger; the business, economic and political conditions in the markets in which Viking and Camber operate; and the fact that Viking's and Camber's reported earnings and financial position may be adversely affected by tax and other factors.
Other important factors that may cause actual results and outcomes to differ
materially from those contained in the forward-looking statements included in
this communication are described in Viking's and Camber's publicly filed
reports, including, but not limited to, Viking's Annual Report on Form 10-K for
the year ended
Viking and Camber caution that the foregoing list of important factors is not complete, and they do not undertake to update any forward-looking statements that either party may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Viking, Camber or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.
3
Additional Information and Where to Find It
In connection with the proposed merger (the "Merger") between Viking and Camber,
as described in Camber's Current Report on Form 8-K filed on
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
Participants in the Solicitation
Viking, Camber and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
respective stockholders of Viking and Camber in respect of the proposed merger
under the rules of the
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
4
© Edgar Online, source
