Camber Energy, Inc. entered into an agreement to acquire New Rise Renewables, LLC from RESC Renewables Holdings, LLC for approxmaitly $750 million on January 20, 2023. The purchase price is expected to be $750 million, less the amount of outstanding liabilities and indebtedness of the acquired New Rise Renewables, LLC, which are estimated to be approximately $251 million. Under the agreement, Camber Energy is to pay at least $100 million within 30 days of the plant becoming commercially operational or the closing date.

The Membership Interest Purchase Agreement also provides for Camber to make potential earnout payments to RESC Renewables Holdings, LLC for the period the Note remains unpaid. The amount of earnout payments, if any, is determined by the amount of available cash calculated on a quarterly basis. The amount of available cash equals the positive net revenue of New Rise.

Each party's obligation to complete the transactions contemplated by the agreement is subject to certain conditions, including making filings and the time period expiring under the Hart-Scott-Rodino Act, Phillips 66 not exercising a right of first refusal to acquire the Plant, approval by the Board of Directors of Camber Energy and its shareholders, agreement from Camber Energy existing preferred shareholder to fix the number of underlying Common Shares associated with its remaining shares of Series C Convertible Preferred Stock of Camber Energy at an amount agreed upon by such shareholder, Camber Energy and RESC Renewables Holdings, LLC, and consents by third parties. The obligations of Camber Energy are further subject to the Company completing due diligence on the Plant and Acquired Companies to its satisfaction, receiving an appraisal of the Plant to its satisfaction, the Plant achieving commercial operations, and certain other deliverables. Some of these conditions provide Camber Energy with significant discretion.

Other conditions require compliance by third parties that are outside of the control of Camber Energy and RESC Renewables. Accordingly, the transactions described herein are subject to substantial risk of completion. In the event the transaction is not completed, it may result in a material adverse effect to price of the Common Shares.

The closing date of the acquisition of occurred by May 31, 2023. If the closing has not occurred by May 31, 2023 or it becomes apparent that the closing conditions will not be obtained by such date, either party may terminate the agreement, unless such failure to satisfy the closing conditions is caused by such party. Camber Energy, Inc. is also entitled to terminate the Membership Interest Purchase Agreement during a 20 business day inspection period following the receipt by Camber Energy of all diligence related to the Seller, the Acquired Companies and the Plant.

Jones Walker, LLP acted as legal advisor to Camber Energy, Inc. (NYSEAM:CEI). Vaught & Conner acted as legal advisor to RESC Renewables Holdings, LLC.