Investor Relations
Re: Electric Transmission & Open Conductor Detection Technologies
HOUSTON, TX / ACCESSWIRE / February 15, 2022 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") is pleased to announce its majority-owned subsidiary, Viking Energy Group, Inc. ("Viking"), acquired on February 9, 2022 a 51% interest in two entities that own the intellectual property rights to fully developed, patent pending, ready-for-market proprietary Electric Transmission and Distribution Open Conductor Detection Systems. The purchase price for the interests acquired by Viking is up to $21,000,000, with $5,000,000 payable in shares of Viking on closing (i.e. $250,000 in common stock and $4,750,000 in preferred stock) and the balance payable upon certain sales thresholds being achieved, as further outlined below:
|
No. |
Purchase Price[1] |
When Due |
No. of VKIN Pref. Shares |
Conversion Price |
No. of Underlying VKIN Common Shares[2] |
Estimated Revenues if Sales Target Achieved[3] |
|
1 |
$250,000 |
On closing |
N/A |
$0.60 |
416,667 |
N/A |
|
2 |
$4,750,000 |
On closing |
475 |
$0.60 |
7,916,667 |
N/A |
|
3 |
$1,000,000 |
Upon the sale of 10k units |
100 |
$0.75 |
1,333,333 |
$50,000,000 |
|
4 |
$2,000,000 |
Upon the sale of 20k units |
200 |
$1.00 |
2,000,000 |
$100,000,000 |
|
5 |
$3,000,000 |
Upon the sale of 30k units |
300 |
$1.25 |
2,400,000 |
$150,000,000 |
|
6 |
$4,000,000 |
Upon the sale of 50k units |
400 |
$1.50 |
2,666,667 |
$250,000,000 |
|
7 |
$6,000,000 |
Upon the sale of 100k units |
600 |
$2.00 |
3,000,000 |
$500,000,000 |
|
Total |
$21,000,000 |
2,075 |
$0.94 (avg.) |
19,733,334 |
$500,000,000 |
The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground. The technology will dramatically increase public safety and reduce the risk of causing an incendiary event, and is designed to be integral component within a much-needed, worldwide grid hardening and stability initiative by electric utilities to improve resiliency and reliability of existing infrastructure.
James Doris, President and Chief Executive Officer of Camber and Viking, commented, "This technology is extremely important. It truly is difficult to put a monetary value on a solution that can sense a broken power line and cut the electricity flowing through the line before the wire hits the ground. Arcing and sparking energized power lines are hazardous, and difficult to detect using traditional concepts. Unfortunately, people in places like California, Western Canada, Australia and other parts of the world are fully aware of what can happen when a downed, energized power line makes contact with the ground. The damage caused by these wildfires has been catastrophic. We have already begun discussions with major utilities in California and global equipment manufacturers for deployment. Our solution can be quickly and cost-effectively deployed in high-risk areas first, then utilized more broadly by all utility companies to help reach their grid hardening goals.
This scalable advancement in grid protection technology is a simple, sustainable alternative to trenching power lines underground or an embarking on comprehensive forest management planned approach. Viking's newly acquired products offer protective solutions for two distinct utility applications: (i) Transmission Lines; and (ii) Distribution Lines.
Viking's Transmission Line solution is a software-based solution designed to be deployed within a utility's existing protection relay infrastructure, allowing the utility to protect their grid without the need for costly and time-consuming installations.
Viking's Distribution Line solution, known as "The Line Sentinel", is fully engineered and will be introduced to the market through an internationally-recognized manufacturer and distributor of protective relay systems and other products.
The technologies were developed by Robert Stuart and Ronald Smith, respected professionals with decades of experience in the power generation, transmission and distribution sector. Messrs. Stuart and Smith will be leveraging their industry relationships globally to assist Viking with integration and sales efforts.
Additional details regarding the proposed transactions were included in, and the description above is qualified in its entirety by reference to, Viking's Current Reports on Form 8-K filed with the Securities and Exchange Commission ("SEC") on February 15, 2022, and are available under "investors" - "SEC filings" at www.vikingenergygroup.com.
About Camber:
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States. The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system, and has a majority interest in an entity with intellectual property rights to a fully developed, patent pending, ready-for-market proprietary Medical & Bio-Hazard Waste Treatment system using Ozone Technology. For more information, please visit the company's website at www.camber.energy.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
[1] The $5 million due on closing is payable solely in stock of Viking. All other payments, if the subject sales targets are met, are payable in cash or in shares of convertible preferred stock of Viking, at the seller's option.
[2] The shareholder shall not have the right to convert any preferred shares to the extent that after giving effect to the conversion the shareholder would beneficially own in excess of 4.99% of Viking's common stock.
[3] These are estimates only. There is no guarantee any sales targets will be reached.
SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/688679/Camber-Energys-Majority-Owned-Subsidiary-Closes-Acquisition
HOUSTON, TX / ACCESSWIRE / February 15, 2022 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company, announced that on February 11, 2022 it received a letter from the NYSE American(the "Exchange") in response to the Company's request for an extension of the date by which the Company is to file outstanding financial reports.
The Company is not in compliance with the Exchange's continued listing standards as set forth in Section 1007 of the NYSE American Company Guide(the "Company Guide") given the Company failed to timely file (the "Filing Delinquency") the following reports (collectively, the "Delayed Reports"): (i) Form 10-K for the 9-month transition period ended December 31, 2020; (ii) Form 10-Q for the period ended March 31, 2021; (iii) Form 10-Q for the period ended June 30, 2021; and (iv) Form 10-Q for the period ended September 30, 2021. The Filing Delinquency will be cured via the filing of the Delayed Reports.
The Company intended to remedy the Filing Delinquency on or before February 15, 2022, however due to certain circumstances requested the Exchange grant the Company a brief extension of time by which to file the Delayed Reports. The Exchange accepted the Company's request and has allowed the Company until April 1, 2022 to file the Delayed Reports.
If the Company is unable to cure the delinquency by April 1, 2022, the Company may request an additional extension up to the maximum cure period of May 20, 2022. NYSE Regulation staff will review the Company periodically for compliance with adherence to the milestones in the plan. In addition, if the Company does not make progress consistent with the plan during the plan period or if the Company does not complete its Delayed Filings and any subsequently delayed filings with the SEC by the end of the maximum12-month cure period on May 20, 2022, Exchange staff will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
Receipt of the letter does not have any immediate effect on the listing of the Company's shares on the Exchange, except that until the Company regains compliance with the Exchange's listing standards, a "BC" indicator will be affixed to the Company's trading symbol. The Company's business operations and SEC reporting requirements are unaffected by the notification, provided that if the Filing Delinquency is not cured then the Company will be subject to the Exchange's delisting procedures.
The Company is committed to filing the Delayed Reports to achieve compliance with the Exchange's requirements, and, although there are no guarantees it will do so, the Company expects to file the Delayed Reports on or before April 1, 2022.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information:
Investors and Media:
Tel. 281.404.4387 (ext.3)
SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/688680/CamberEnergyDisclosesCommunicationFromNYSEAmerican
HOUSTON, TX / ACCESSWIRE / January 14, 2022 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company, announced that on January 14, 2022 it received a letter from the NYSE American(the "Exchange") in response to the Company's request for an extension of the date by which the Company is to file outstanding financial reports.
The Company is not in compliance with the Exchange's continued listing standards as set forth in Section 1007 of the NYSE American Company Guide(the "Company Guide") given the Company failed to timely file (the "Filing Delinquency") the following reports (collectively, the "Delayed Reports"): (i) Form 10-K for the 9-month transition period ended December 31, 2020; (ii) Form 10-Q for the period ended March 31, 2021; (iii) Form 10-Q for the period ended June 30, 2021; and (iv) Form 10-Q for the period ended September 30, 2021. The Filing Delinquency will be cured via the filing of the Delayed Reports.
The Company intended to remedy the Filing Delinquency on or before January 14, 2022, however due to certain circumstances requested the Exchange grant the Company a brief extension of time by which to file the Delayed Reports. The Exchange accepted the Company's request and has allowed the Company until February 15, 2022 to file the Delayed Reports.
If the Company is unable to cure the delinquency by February 15, 2022, the Company may request an additional extension up to the maximum cure period of May 20, 2022. NYSE Regulation staff will review the Company periodically for compliance with adherence to the milestones in the plan. In addition, if the Company does not make progress consistent with the plan during the plan period or if the Company does not complete its Delayed Filings and any subsequently delayed filings with the SEC by the end of the maximum12-month cure period on May 20, 2022, Exchange staff will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
Receipt of the letter does not have any immediate effect on the listing of the Company's shares on the Exchange, except that until the Company regains compliance with the Exchange's listing standards, a "BC" indicator will be affixed to the Company's trading symbol. The Company's business operations and SEC reporting requirements are unaffected by the notification, provided that if the Filing Delinquency is not cured then the Company will be subject to the Exchange's delisting procedures.
The Company is committed to filing the Delayed Reports to achieve compliance with the Exchange's requirements, and, although there are no guarantees it will do so, the Company expects to file the Delayed Reports on or before February 15, 2022.
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/683619/CamberEnergyDisclosesCommunicationFromNYSEAmerican
HOUSTON, TX / ACCESSWIRE / January 6, 2022 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company, announced that on January 4, 2022 it received a letter from the NYSE American(the "Exchange") wherein the Exchange advised the Company is not in compliance with the continued listing standards as set forth in Section 704 of the NYSE American Company given the Company did not hold an annual meeting for the fiscal year ended December 31, 2020 by December31, 2021. The Company intends to remedy this delinquency by scheduling an annual meeting of stockholders within a reasonable period following the date on which the Company files the following reports: (i) Form 10-K for the 9-month transition period ended December31,2020; (ii) Form 10-Q for the period ended March 31, 2021; (iii) Form 10-Q for the period ended June 30, 2021, and (iv) Form 10-Q for the period ended September 30, 2021.
Receipt of the letter does not have any immediate effect on the listing of the Company's shares on the Exchange, except that until the Company regains compliance with the Exchange's listing standards, a "BC" indicator will be affixed to the Company's trading symbol.The Company's business operations and SEC reporting requirements are unaffected by the notification, provided that if the delinquency is not cured, then the Company will be subject to the Exchange's delisting procedures.
About Camber Energy,Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States. The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
SOURCE: Camber Energy, Inc.
View source version on accesswire.com:
https://www.accesswire.com/681292/CamberEnergyDisclosesCommunicationFromNYSEAmerican
Unique Structure Gives Camber Unprecedented Optionality
HOUSTON, TX / ACCESSWIRE / January 6, 2022 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") is pleased to announce that on December 31, 2021 an institutional investor purchased 10,544 shares of newly designated convertible preferred stock for a purchase price of $100,000,000.
The purchase price was paid by the Investor via payment of $5 million in cash and the execution of four Promissory Notes (each a "Note") from the Investor in favor of Company, each in the amount of $23.75 million and payable by the Investor to the Company on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively. There are 2,636 shares of Preferred Stock associated with each Note, and the Investor may not convert the shares of preferred stock associated with each Note into common shares or sell any of the underlying common shares unless the Note is paid in full by the Investor. The Company may in its sole discretion redeem the Preferred Stock prior to any Note being paid in full.
The Company also issued warrants entitling the Investor to purchase up to 100 million common shares of the Company at an exercise price of $2.00 per share for the first 50 million shares and an exercise price of $4.00 per share for the remaining 50 million shares.
James Doris, President and Chief Executive Officer of Camber, commented, "With the funding commitment in place we can confidently pursue new acquisitions and other important value-added initiatives throughout 2022, yet we have the option of redeeming all or a portion of the shares and not accept the funds if we do not believe it is in the best interest of the company to do so at the particular time. The structure was purposely designed to provide the organization with unprecedented optionality. "
The foregoing description of the transaction is subject to and qualified in its entirety by Camber's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on January 5, 2022, and available under "investors" - "SEC filings" at www.camber.energy.
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
SOURCE: Camber Energy, Inc.
View source version on accesswire.com:
https://www.accesswire.com/681230/Camber-Energy-Closes-100-Million-Equity-Transaction-with-Institutional-Investor
Extinguishes Over 40% of Series C Convertible Pref. Stock
HOUSTON, TX / ACCESSWIRE / January 4, 2022 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") is pleased to announce it closed the $25 million loan transaction previously disclosed by the Company in its Current Report filed on Form 8-K with the Securities and Exchange Commission on December 27, 2021.
Proceeds of the Loan were used (i) to redeem all issued and outstanding shares of Series C Redeemable Convertible Preferred Stock of the Company not beneficially owned by the lender or its affiliates; (ii) to pay a secured loan otherwise due on March 8, 2022; and (ii) for working capital purposes. Features of the Loan include:
Additional details regarding the transaction were included in Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 27, 2021 and January 4, 2022, and are available under "investors" - "SEC filings" at www.camber.energy
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
[1] Subject to a 9.99% beneficial ownership limitation
SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/680860/Camber-Energy-Closes-25-Million-Transaction-With-Institutional-Investor
HOUSTON, TX / ACCESSWIRE / January 3, 2022 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") is pleased to announce that it effected favorable amendments to certain outstanding promissory notes in the aggregate principal amount of $20.5 million, as a result of the Company increasing its authorized capital on December 30, 2021.
Key terms of the promissory notes are now as follows:
Additional details regarding the amendments were included in Camber's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 27, 2021, and are available under " investors " - " SEC filings " at www.camber.energy.
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
[1] Subject to a 9.99% beneficial ownership limitation
SOURCE: Camber Energy, Inc.
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https://www.accesswire.com/680522/Camber-Energy-Markedly-Improves-Terms-of-Existing-P-Notes
Company also signs Amendments to Improve Terms of Existing P. Notes
HOUSTON, TX / ACCESSWIRE / December 27, 2021 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") is pleased to announce that on December 24, 2021, it entered into a Loan Agreement pursuant to which the lender, subject to certain conditions, irrevocably agreed to loan the Company $25,000,000 on December 31, 2021 (the "Loan"). Proceeds of the Loan are to be used (i) to redeem all issued and outstanding shares of Series C Redeemable Convertible Preferred Stock of the Company not beneficially owned by the lender or its affiliates; (ii) to pay all secured loans due and payable within ninety days of the Closing; and (ii) to the extent the above items are satisfied and there are surplus proceeds available, for working capital purposes. Features of the Loan include:
The Company and the lender also amended (the "Amendments") the terms of certain existing Promissory Notes from the Company in favor of the lender to mirror the maturity date, interest rate and conversion price mentioned above.
The Loan transaction also contemplates the Company issuing warrants entitling the lender to purchase up to 50 million shares of common stock of the Company at an exercise price of ten dollars ($10.00) per share for the first 25 million shares, and twenty dollars ($20.00) per share for the remaining 25 million shares.
James Doris, President and Chief Executive Officer of Camber, commented, "I believe the financing terms are the most favorable terms the company has been able to negotiate in its history. The proposed transaction demonstrates the lender's confidence in our team and overall growth strategy, and if we are successful at the upcoming special meeting the company will be in a great position to pursue new acquisitions and other important initiatives our team has identified."
The Loan and the Amendments are subject to certain conditions, including the Company obtaining on or before December 31, 2021 approval of the increase in its authorized common stock as outlined in the proxy statement filed by the Company with the Securities and Exchange Commission on November 29, 2021.
Additional details regarding the Loan and the Amendments were included in Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 27, 2021, and are available under "investors" - "SEC filings" at www.camber.energy
1Subject to a 9.99% beneficial ownership limitation
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
SOURCE: Camber Energy, Inc.
View source version on accesswire.com:
https://www.accesswire.com/679603/Camber-Signs-Financing-Agreement-to-Extinguish-46-of-Outstanding-Pref-Stock
HOUSTON, TX / ACCESSWIRE / December 21, 2021 / Camber Energy, Inc. (NYSE:American) ("Camber" or the "Company") is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") have recommended that Camber shareholders vote "FOR" Item 1 set forth in its Definitive Proxy Statement filed with the Securities and Exchange Commission on November 29, 2021 (the "Proxy"), in connection with its Special Meeting, which seeks to amend Camber's Articles of Incorporation to increase the number of authorized shares of common stock from 250,000,000 to 1,000,000,000 shares. Both firms have also recommended a vote in favor of Item 2 set out in the Company's Proxy.
The Special Meeting will be held on December 30th, 2021 at 10:00 a.m. CT and will be held virtually via live audio webcast at https://agm.issuerdirect.com/cei.
About Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC
ISS and Glass Lewis are two leading proxy advisory firms who provide independent voting recommendations to institutional investors.
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
SOURCE: Camber Energy, Inc.
View source version on accesswire.com:
https://www.accesswire.com/678838/ISS-and-Glass-Lewis-Recommend-Camber-Energy-Shareholders-Vote-in-Favor-of-Proposed-Increase-in-Authorized-Common-Shares
HOUSTON, TX / ACCESSWIRE / December 20, 2021 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company), announced that on December 17, 2021 it received a letter from the NYSE American (the "Exchange") in response to the Company's request for an extension of the date by which the Company is to file outstanding financial reports.
The Company is not in compliance with the Exchange's continued listing standards as set forth in Section 1007 of the NYSE American Company Guide (the "Company Guide") given the Company failed to timely file (the "Filing Delinquency") the following reports (collectively, the "Delayed Reports"): (i) Form 10-K for the 9-month transition period ended December 31,2020; (ii) Form 10-Q for the period ended March 31, 2021; and (iii) Form 10-Q for the period ended June 30, 2021. The Filing Delinquency will be cured via the filing of the Delayed Reports.
The Company intended to remedy the Filing Delinquency on or before December 17, 2021, however due to certain circumstances requested the Exchange grant the Company a brief extension of time by which to file the Delayed Reports. The Exchange accepted the Company's request and has allowed the Company until January 14, 2022 to file the Delayed Reports.
If the Company is unable to cure the delinquency by January 14, 2022, the Company may request an additional extension up to the maximum cure period of May 20, 2022. NYSE Regulation staff will review the Company periodically for compliance with adherence to the milestones in the plan. In addition, if the Company does not make progress consistent with the plan during the plan period or if the Company does not complete its Delayed Filings and any subsequently delayed filings with the SEC by the end of the maximum cure period on May 20, 2022, Exchange staff will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
Receipt of the letter does not have any immediate effect on the listing of the Company's shares on the Exchange, except that until the Company regains compliance with the Exchange's listing standards, a "BC" indicator will be affixed to the Company's trading symbol. The Company's business operations and SEC reporting requirements are unaffected by the notification, provided that if the Filing Delinquency is not cured then the Company will be subject to the Exchange's delisting procedures.
The Company is committed to filing the Delayed Reports to achieve compliance with the Exchange's requirements, and, although there are no guarantees it will do so, the Company expects to file the Delayed Reports on or before January 14, 2022.
About Camber Energy, Inc.
Camber Energy, Inc. is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system. For more information, please visit the company's website at www.camber.energy.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Any statements that are not historical facts contained in this press release are "forward-looking statements", which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions or economic conditions with respect to the oil and gas industry, the COVID-19 pandemic, the performance of management, actions of government regulators, vendors, and suppliers, our cash flows and ability to obtain financing, competition, general economic conditions and other factors that are detailed in Camber's filings with the Securities and Exchange Commission. We intend that all forward-looking statements be subject to the safe-harbor provisions.
Contact Information
Investors and Media:
Tel. 281.404.4387 (ext.3)
SOURCE: Camber Energy, Inc.
View source version on accesswire.com:
https://www.accesswire.com/678773/CamberEnergyDisclosesCommunicationFromNYSEAmerican