On January 23, 2020, Viking Energy Group, Inc. (the "Company" or Viking") entered into a Letter of Intent with Camber Energy, Inc. The LOI sets the non-binding headline terms of a proposed merger of Viking with and into Camber (or a wholly-owned subsidiary of Camber) (the Merger"), with Camber being the surviving parent company in the Merger. Upon the terms and subject to the conditions set in the LOI, following the Merger, (i) Camber shareholders would own approximately 15% of the common shares of Camber, and Viking shareholders would own approximately 85% of the common shares of Camber, with such percentages calculated on a fully diluted basis; (ii) Camber would have an initial Board of Directors consisting of five members, four of which would be appointed by Viking, and one of which would be appointed by Camber; (iii) James Doris, the President and Chief Executive Officer of Viking prior to the Merger, would be the President and Chief Executive Officer of Camber; and (iv) Camber would have its headquarters in Houston, Texas. The completion of the Merger would be subject to the satisfaction of specific conditions set in the LOI, including the following: (i) the approval of the Merger by Viking's and Camber's stockholders; (ii) the completion by Viking and/or its subsidiary, Elysium Energy, LLC, of the acquisition of oil and gas assets described in Viking's Current Report on Form 8-K filed by Viking with the Securities and Exchange Commission on
or about October 11, 2019; (iii) the extension of the maturity date of Viking's promissory note executed and delivered by Viking in connection with the oil and gas acquisition it closed on or about December 28, 2018, or any replacement promissory note, to June 1, 2021; (iv) Camber having at least $4,000,000 in unencumbered cash (without any associated debt) available for use by the surviving entity immediately after the Merger; (v) Camber's Series C Preferred Stock having been redeemed, extinguished, or modified such that at closing of the Merger, shares issuable to the Series C Preferred Stockholder shall be fixed and included in the 15% of the common shares of Camber owned by the Camber shareholders and such Series C Preferred Stock holders approving the terms of the Merger; (vi) the agreement by the parties to a merger ratio adjustment formula whereby the previously mentioned 15% and 85% ownership ratios of Camber post-Merger would be adjusted for certain surplus cash possessed by Viking or Camber at closing; (vii) the receipt by each of Viking and Camber of opinions
regarding the fairness of the Merger as to each of them and their shareholders; (viii) Viking having no debt scheduled to mature in 2020 other than the approximately $13.5 million of convertible debt due on or about August 31, 2020; and (ix) Viking having negotiated new renumeration agreements with its broker-dealers for their role in and compensation related to the Merger.