Viking Energy Group, Inc. (OTCPK:VKIN.D) entered into a Letter of Intent to acquire Camber Energy, Inc. (AMEX:CEI) in a reverse merger transaction on January 13, 2020. Viking Energy Group, Inc. entered into a definitive agreement to acquire Camber Energy, Inc. in a reverse merger transaction for $41.9 million on February 15, 2021. Camber will issue newly-issued shares of common stock in exchange for the balance of Viking?s common stock on a one-for-one basis. Series C Convertible Preferred Stock of Viking issued and outstanding immediately prior to the effective time of merger will be converted into the right to receive one share of Series A Convertible Preferred Stock of Camber. The name of the combined company will be ?Camber Energy, Inc.? James A. Doris, the current Chief Executive Officer of both Viking and Camber, will serve as President and Chief Executive Officer of the combined company. The combined company will have its headquarters in Houston, Texas. In connection with the Merger, Camber issued approximately 49,290,152 shares of Camber Common Stock, which represents approximately 59.99% of the outstanding Camber Common Stock.

The transaction is subject to a number of conditions, including but not limited to receipt of all required regulatory, corporate and third-party approvals, including the approval of the stockholders of each of Viking and Camber, the fulfillment of all applicable regulatory requirements, listing of Camber common stock on the NYSE which Camber will issue in the transaction, expiration or termination of all statutory waiting periods, Viking shall have received an opinion, from legal counsel or an independent public or certified accountant, in form and substance reasonably satisfactory to Viking, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income Tax purposes, the Merger will be treated as a ?reorganization? within the meaning of Section 368(a) of the Code, and effectiveness of a registration statement on Form S-4 for the Camber common stock to be issued in the merger. There being no more than: (i) 28,092 shares of Viking Series C Preferred Stock outstanding at closing of the Merger; (ii) 475 shares of Viking Series E Preferred Stock outstanding at closing of the Merger; and (iii) (A) 1,600 shares of Viking Series E Preferred Stock in reserve at closing of the Merger, (B) 19,316,667 shares of Viking Common Stock in reserve and subject to issuance upon conversion of the Viking Series E Preferred Stock at closing of the Merger, and (C) 5,000,000 shares of Viking Common Stock in reserve and subject to issuance to Choppy Group LLC at closing of the Merger. The respective Board of Directors of Viking and Camber have unanimously approved the transaction. As of April 19, 2023, as a next step concerning the Merger, Camber intends to file a preliminary registration statement on Form S-4 with the Securities and Exchange Commission. The transaction is expected to close in the next two quarters. The U.S. Securities and Exchange Commission (?SEC?) declared effective the Registration Statement on Form S-4 on June 13, 2023. As of July 20, 2023, The shareholders of both the companies approved the transaction at their respective shareholder meetings and the transaction is anticipated to close on or about August 1, 2023.

Lance Brunson of Brunson Chandler & Jones, PLLC acted as legal advisor to Viking. Mercer Capital Management, Inc acted as financial advisor and fairness opinion provider to Camber Energy. Camber agreed to pay Mercer a fee of $82,500 to provide its opinion. Scalar, LLC acted as financial advisor and fairness opinion provider with a service fee of $85,000 to Viking. Issuer Direct Corporation acted as proxy solicitor with a service fee of $336,088 to Camber Energy. Issuer Direct Corporation acted as proxy solicitor with a service fee of approximately $47,563 to Viking. Cleartrust, LLC acted as transfer agent and Network 1 Financial Securities, Inc. acted as due diligence provider to Camber Energy. VStock Transfer, LLC acted as transfer agent to Viking. CapShield, LLC acted as due diligence provider to Camber Energy. McDonald Carano Wilson LLP and James B. Marshall of Baker Botts L.L.P. acted as legal advisors to Camber. EQ Shareowner Services acted as transfer agent to Camber Energy.

Viking Energy Group, Inc. (OTCPK:VKIN.D) completed the acquisition of Camber Energy, Inc. (AMEX:CEI) in a reverse merger transaction on August 1, 2023.