Press Releases Archives - Page 13 of 23 - Camber Energy, Inc. (CEIN)

HOUSTON, TX / ACCESSWIRE / September 15, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber") and Viking Energy Group, Inc. (OTCQB:VKIN) ("Viking") are pleased to announce that on September 4, 2020, Camber filed with the Securities and Exchange Commission (SEC), an amended Registration Statement on Form S-4 ("Form S-4"), including a preliminary joint proxy statement relating to the planned merger between Viking and Camber (the "merger"), which addressed SEC comments that Camber had received on the original Form S-4 which was filed on June 4, 2020.

The companies are now awaiting further comments on the Form S-4 from the SEC, which the parties anticipate being minor, if any are received at all, and/or approval of the SEC to move forward with finalizing the Form S-4 and seeking effectiveness thereof. Once Camber has cleared comments from the SEC on the Form S-4, the parties plan to promptly move forward with setting the record dates for their special meetings to seek stockholder approvals for the merger and other items set forth in the joint proxy statement/prospectus included in the Form S-4 (the "Joint Proxy").

To date, Camber and Viking have each satisfied nearly all of their respective conditions to closing the merger, provided that such merger remains subject to certain remaining conditions to closing, including, effectiveness of the Form S-4, approval of the stockholders of each of Camber of Viking of the merger and certain of the other proposals set forth in the Joint Proxy, and approval of the NYSE American for the continued listing of Camber's common stock following the merger, which the parties anticipate requiring the combined company to re-meet the initial listing standards of the NYSE American.

Below is an updated estimated timeline for closing the merger:

Event	Projected Timeline*
Viking to file its Annual Report on Form 10-K for Viking's December 31, 2019 fiscal year end	Completed
Viking to file Current Report on Form 8-K/A including financial statements related to its February 3, 2020 acquisition	Completed
Camber to file Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Completed
Camber and Viking to receive Fairness Opinions regarding the planned merger	Completed
Viking to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020	Completed
Camber to file its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year end	Completed
Camber to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020	Completed
Viking to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020	Completed
Camber to re-file amended Registration Statement on Form S-4 with the Securities and Exchange Commission	Completed
Camber and Viking to receive Stockholder Approval	Fall 20201
Camber to receive NYSE American approval for the continued listing of its common stock following the merger	Fall 20201
Closing of the merger	Fall 20201

*Estimate only. There is no guarantee items will be completed by such date, or at all. Such timeline may also need to be extended in connection with delays caused by the Covid-19 pandemic and governmental responses to such pandemic, the SEC's review of the registration statement, or other matters outside of the control of the parties.

1 Subject to Camber receiving no comments, or limited further comments, on the Form S-4 filed with the SEC on September 4, 2020.

Details regarding the planned merger, along with copies of the Amended and Restated Agreement and Plan of merger governing the terms of the merger (the "merger agreement"), were included in Viking's and Camber's Current Reports on Form 8-K, filed with the Securities and Exchange Commission on September 3, 2020, and are available under "investors" - "SEC filings" at www.vikingenergygroup.com and www.camber.energy.

As disclosed previously, the planned merger contemplates Camber issuing newly-issued shares of common stock and Series A Convertible Preferred Stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the merger. If the closing of the merger occurs (the "Closing"), the Viking equity holders prior to the merger will own approximately 80% of Camber's fully-diluted common stock immediately after the merger, and the Camber equity holders prior to the merger shall own approximately 20% of Camber's fully-diluted common stock immediately after the merger, subject to adjustment mechanisms set out in the merger agreement, as amended, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the merger is subject to a number of closing conditions, as set out in the merger agreement.

James Doris, President & CEO of Viking, stated, "While the refiling of the Form S-4 was completed later than originally anticipated, we still believe that we are well positioned to close the merger by the end of the year, as originally contemplated."

Louis G. Schott, Interim CEO of Camber, stated, "Now that both Camber and Viking have filed their quarterly reports for the periods ending June 30, 2020, the next updates to the companies' financial statements are not required until November 2020, and we anticipate being able to address any SEC comments on the Form S4, if any, in only a few weeks after the receipt of such comments, which should allow us to move forward with the Camber and Viking stockholder meetings promptly after the SEC signs off on such Form S-4 filing."

About Viking:

Viking is an independent exploration and production company focused on the acquisition and development of oil and natural gas properties in the Gulf Coast and Mid-Continent region. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. Viking targets undervalued assets with realistic appreciation potential.

About Camber:

Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas and Louisiana. For more information, please visit the company's website at www.camber.energy.

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 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, to the extent required; 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 the Form S-4, and Viking's and Camber's publicly filed reports, including Viking's Annual Report on Form 10-K for the year ended December 31, 2019 and Camber's Annual Report on Form 10-K for the year ended March 31, 2020, and subsequently filed Quarterly Reports on Form 10-Q.

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.

Additional Information and Where to Find It

In connection with the proposed merger, on September 4, 2020 Camber filed with the SEC an amended registration statement on Form S-4 to register the shares of Camber's common stock to be issued in connection with the merger. The registration statement includes a preliminary joint proxy statement/prospectus which, when finalized, will be sent to the respective stockholders of Viking and Camber seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from Viking at its website, www.Viking.com, or from Camber at its website, www.Camber.energy. Documents filed with the SEC by Viking will be available free of charge by accessing Viking's website at www.vikingenergygroup.com under the heading "Investors" - "SEC Filings", or, alternatively, by directing a request by telephone or mail to Viking Energy Group, Inc. at 15915 Katy Freeway, Suite 450, Houston, Texas, 77094, (281) 404-4387, and documents filed with the SEC by Camber will be available free of charge by accessing Camber's website at www.camber.energy under the heading "Investors" - "SEC Filings", or, alternatively, by directing a request by telephone or mail to Camber Energy, Inc. at 1415 Louisiana, Suite 3500, Houston, Texas, 77002, (210) 998-4035.

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 SEC. Information about Viking's directors and executive officers is available in Viking's Annual Report on Form 10-K for the year ended December 31, 2019. Information about Camber's directors and executive officers is available in Camber's Annual Report on Form 10-K for the year ended March 31, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the final joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the final joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Viking or Camber using the sources indicated above.

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.

SOURCE: Camber Energy, Inc.

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https://www.accesswire.com/606098/Camber-Energy-Inc-and-Viking-Energy-Group-Inc-Report-Further-Progress-on-Planned-Merger

HOUSTON, TX / ACCESSWIRE / August 13, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber") and Viking Energy Group, Inc. (OTCQB:VKIN) ("Viking") are pleased to provide an update regarding the status of the closing the pending merger between Camber and Viking (the "Merger").

As previously reported, Camber received comments from the Securities and Exchange Commission (SEC) on its draft Registration Statement on Form S-4 (the "Form S-4") which was filed with the SEC in June 2020, as is customary and as was expected, and the parties are currently working to address those comments and re-file an amended Form S-4. However, due to the filing deadline of each company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which are due on August 14, 2020 (or in the case of Viking, on or before August 19, 2020, if the appropriate notification is filed), the parties determined that it was prudent to complete such filings before finalizing and filing an updated Form S-4, which can then be updated with financial information and related disclosures through June 30, 2020, to help reduce further delays with the SEC's review and approval of such Form S-4.

Camber plans to file its Quarterly Report for the quarter ended June 30, 2020 (which is the first quarter of Camber's 2021 fiscal year) by the original due date thereof, Friday, August 14, 2020. Viking plans to file its Quarterly Report for the quarter ended June 30, 2020 (which is the second quarter of Viking's 2020 fiscal year) on August 14, 2020, but no later than August 19, 2020 (if Viking determines to file a Form 12b-25 Notification of Late Filing).

The parties plan to re-file the Form S-4 with the SEC, with updated financial and other information, by the end of August, with the goal of obtaining effectiveness of such Form S-4 by the end of the third quarter of calendar 2020 and closing the merger in the fourth quarter of calendar 2020.

A current updated estimate of the parties' originally disclosed timeline for closing the merger is disclosed below:

Event	Projected Timeline*
Viking to file its Annual Report on Form 10-K for Viking's December 31, 2019 fiscal year end	Completed
Viking to file Current Report on Form 8-K/A including financial statements related to its February 3, 2020 acquisition	Completed
Camber to file Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Completed
Camber and Viking to receive Fairness Opinions regarding the planned Merger	Completed
Viking to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020	Completed
Camber to file its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year end	Completed
Camber to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020	Scheduled for August 14, 2020
Viking to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020	Intended to be August 14, 2020, but no later than August 19, 2020
Camber to re-file amended Registration Statement on Form S-4 with the Securities and Exchange Commission	By the end of August 2020
Camber and Viking to receive Shareholder Approval	Fall 20201
Camber to receive Stock Exchange Approval for the Merger	Fall 20201
Closing of the Merger	Fall 20201

1 We note that this projection is later than originally estimated because the parties determined to push back the filing of the amended Form S-4 to focus on filing the June 30, 2020 Form 10-Qs and to update the Form S-4 with more recent financial information, which the parties believe will, in the long-run, help accelerate the SEC's review of the Form S-4.

Details regarding the planned merger, along with copies of the definitive (1) Agreement and Plan of Merger, (2) First Amendment, (3) Second Amendment and (4) Third Amendment to the Agreement and Plan of Merger signed by the parties on (1) February 3, 2020, (2) May 27, 2020, (3) June 15, 2020 and (4) June 25, 2020, respectively, which were included in Viking's and Camber's Current Reports on Form 8K filed with the Securities and Exchange Commission on (1) February 5, 2020, (2) June 1, 2020, (3) June 16, 2020 (Camber) and June 18, 2020 (Viking), and (4) June 25, 2020 (Camber) and June 30, 2020 (Viking), respectively, are available under "Investors" - "SEC filings" at www.vikingenergygroup.comand www.camber.energy.

As disclosed previously, the planned merger contemplates Camber issuing newly-issued shares of common stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the Merger. If the closing of the Merger occurs (the "Closing"), the Viking equity holders prior to the Merger will own approximately 80% of Camber's issued and outstanding common stock immediately after the Merger, and the Camber equity holders prior to the Merger shall own approximately 20% of Camber's issued and outstanding common stock immediately after the Merger, subject to adjustment mechanisms set out in the Merger Agreement, as amended, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the Merger is subject to a number of closing conditions, as set out in the Merger Agreement.

James Doris, President & CEO of Viking, stated, "We continue to be pleased with the progress that both Camber and Viking are making towards completing the merger of the two companies and fully expect to close the transaction."

Louis G. Schott, Interim CEO of Camber, stated, "We believe that our amended Form S-4 will address all of the SEC's comments on our prior draft filing, all of which were customary, and look forward to moving to the next step in the closing process as soon as the SEC has had a chance to review, and hopefully sign off on, the updated filing."

About Viking:
Viking is an independent exploration and production company focused on the acquisition and development of oil and natural gas properties in the Gulf Coast and Mid-Continent region. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. Viking targets undervalued assets with realistic appreciation potential.

About Camber:
Based in Houston, Texas, Camber Energy (NYSE American:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas and Louisiana. For more information, please visit the company's website at www.camber.energy.

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 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, to the extent required; 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.

Additional Information and Where to Find It
In connection with the proposed merger, on June 4, 2020 Camber filed with the SEC a registration statement on Form S-4 to register the shares of Camber's common stock to be issued in connection with the merger. The registration statement includes a preliminary joint proxy statement/prospectus which, when finalized, will be sent to the respective stockholders of Viking and Camber seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PROPOSED MERGER.

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 SEC. Information about Viking's directors and executive officers is available in Viking's Annual Report on Form 10-K for the year ended December 31, 2019. Information about Camber's directors and executive officers is available in Camber's Annual Report on Form 10-K for the year ended March 31, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the final joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the final joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Viking or Camber using the sources indicated above.

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.

CONTACT:
info@camber.energy
210-998-4035

SOURCE: Camber Energy, Inc.

View source version on accesswire.com:
https://www.accesswire.com/601518/Camber-Energy-Inc-and-Viking-Energy-Group-Inc-Provide-Update-on-Continued-Process-Towards-Completing-Planned-Merger

HOUSTON, TX / ACCESSWIRE / July 7, 2020 / Viking Energy Group, Inc. (OTCQB:VKIN) ("Viking") and Camber Energy, Inc. (NYSE AMERICAN:CEI) are pleased to announce that Viking has started to re-activate certain wells within its portfolio that were purposely turned off or dialed-back due to the collapse of oil prices caused in part by the COVID-19 pandemic and certain geo-political factors.

Viking has endeavored to be as proactive as possible in terms of increasing storage capacity and lowering production rates of certain wells to avoid selling oil from certain leases at prior low prices. For example, in May, Viking, through various subsidiaries, rented approximately 44 portable storage containers to situate on certain properties to store product until commodity prices increased. Viking also reduced production rates and/or ceased producing hydrocarbons from approximately 13 wells, with a view to re-activating the wells when pricing improved.

Below is a picture taken on or about June 11^th, 2020, showing temporary storage containers located on one of Viking's leases in Orange County, Texas.

As commodity prices began to rise in June due to increased demand for oil, Viking started the process to re-activate applicable wells, including, for example, well API No. 42-361-30914, located in Orange County, Texas, owned by Viking's subsidiary, Ichor Energy, LLC ("Ichor"), which was shut-in on May 5, 2020. Production within Viking's Ichor division for the week ending June 27, 2020, was 31% higher than the week ending May 27, 2020, as a result of Viking's initial re-activation efforts. Viking has also taken steps to sell oil that has been stored on certain properties since May.

Viking estimates the entire re-activation process will be completed by the end of July, subject to commodity prices remaining at or near current levels. There are no guarantees all wells will perform at the same rates as prior to being de-activated.

James Doris, President & CEO of Viking, stated, "We're encouraged by the increase in oil prices, recognizing we have to remain as strategic and resolute as possible in a volatile market. We believe the company will be in an even better position upon completion of our planned merger with Camber Energy, Inc., as the combined company's trading on a major exchange will provide the company with further optionality and enhanced visibility."

Louis Schott, Interim Chief Executive Officer of Camber, stated, "Viking's operational experience is one of the primary reasons for the planned merger with Viking as Viking brings this expertise to the combined companies."

Details on Planned Merger between Camber and Viking

Details regarding the planned merger between Viking and Camber Energy, Inc. (NYSE AMERICAN:CEI) ("Camber"), along with copies of the definitive Agreement and Plan of Merger, the First Amendment to the Agreement and Plan of Merger, the Second Amendment to the Agreement and Plan of Merger, and the Third Amendment to Agreement and Plan of Merger, signed by the parties on February 3, 2020, May 27, 2020, June 15, 2020 and June 25, 2020, respectively, were included in Viking's and Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 5, 2020, June 1, 2020, June 16, 2020, June 25, 2020 (Camber only) and June 30, 2020 (Viking only), respectively, and are available under "Investors" - "SEC filings" at www.vikingenergygroup.com and www.camber.energy.

As disclosed previously, the planned merger (the "Merger") contemplates Camber issuing newly-issued shares of common stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the Merger. If the closing of the Merger occurs (the "Closing"), the Viking equity holders prior to the Merger will own approximately 80% of Camber's issued and outstanding common stock immediately after the Merger, and the Camber equity holders prior to the Merger will own approximately 20% of Camber's issued and outstanding common stock immediately after the Merger, subject to adjustment mechanisms set out in the merger agreement, as amended, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the Merger is subject to a number of closing conditions and required consents, as set out in the merger agreement, and there is no assurance that such Merger will close on a timely basis, if at all.

About Viking:

About Camber:

Based in Houston, Texas, Camber Energy (NYSE AMERICAN:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas. For more information, please visit the company's website at www.camber.energy.

Forward-Looking 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 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, to the extent required; 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.

Additional Information and Where to Find It

In connection with the proposed merger, on June 4, 2020 Camber filed with the SEC a registration statement on Form S‑4 to register the shares of Camber's common stock to be issued in connection with the merger. The registration statement includes a preliminary joint proxy statement/prospectus which, when finalized, will be sent to the respective stockholders of Viking and Camber seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S‑4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PROPOSED MERGER.

Participants in the Solicitation

No Offer or Solicitation

CONTACT:

(210) 998-4035
info@camber.energy

SOURCE: Camber Energy, Inc.

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HOUSTON, TX / ACCESSWIRE / July 2, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber") and Viking Energy Group, Inc. (OTCQB:VKIN) ("Viking") are filing this press release to update the prior press release filed jointly by the parties on July 1, 2020, to include the required disclosure, under applicable NYSE American rules and regulations, of the fact that Camber's Form 10-K (defined below) included a going concern of Camber's independent auditing firm. Other than the addition of the information under "NYSE American Section 610(b) disclosure", below, this press release is identical to the release filed jointly by Camber and Viking on July 1, 2020.

Camber and Viking are pleased to announce that the parties are completing additional steps necessary to closing their planned merger. On June 29, 2020, Camber filed with the Securities and Exchange Commission its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year end (the "Form 10-K"). Camber's Form 10-K highlighted net income of $0.96 million related to its 25% ownership interest in Elysium Energy Holdings, LLC ("Elysium"), which the Company acquired from Viking on February 3, 2020.

Additionally, on June 26, 2020, Camber provided Viking financing of $4.2 million to assist with extinguishing, certain obligations of Viking related primarily to advances made to assist with Viking's, through its majority-owned subsidiary, Elysium Energy, LLC, acquisition of oil and gas assets on February 3, 2020, which if not satisfied prior to June 30, 2020 would have resulted in significantly increased costs. The advance by Camber will be forgiven upon closing of the planned merger involving the two companies (the "Merger"), as previously disclosed, if such merger transaction is completed.

Third Amendment to Merger Agreement / Financing Documents

In connection with such financing, on June 25, 2020, Viking and Camber entered into (collectively the "Third Amendment & Financing Documents"): (i) a Third Amendment to Agreement and Plan of Merger; (ii) a Securities Purchase Agreement; (iii) a Secured Promissory Note; (iv) two Security and Pledge Agreements; and (v) an Assignment Agreement.

Pursuant to the Third Amendment & Financing Documents, and in connection with the $4.2M advance, the principal amount of the advances made by Camber to Viking increased to $9.2M and Viking assigned to Camber an additional 5% interest in its subsidiary, Elysium thereby increasing Camber's interest in Elysium to 30%. Upon closing of the Merger, the loans by Camber to Viking will be forgiven and the merged entity will own 100% of Elysium. If the Merger does not close, the loans must be repaid in accordance with the terms of the Merger Agreement, as amended. All or a portion of the Elysium interests assigned to Camber will be retained by Camber and/or returned to Viking under different circumstances relating to the termination of the Merger Agreement, as amended, and the repayment obligations associated with the Secured Promissory Note. Viking also agreed to pay an additional amount to Camber upon termination of the Merger Agreement sufficient, together with the amounts repaid under the loan, for Camber to redeem certain shares of Series C Preferred Stock sold by Camber and to pay other amounts to Camber as a break-up fee in the event the Merger is terminated under certain circumstances.

The funds advanced by Camber to Viking were obtained by Camber through the sale on June 22, 2020 of 630 shares of its Series C Redeemable Convertible Preferred Stock to an institutional investor, as previously disclosed.

Copies of the Third Amendment & Financing Documents were included in Camber's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2020, and are available under "Investors" - "SEC Filings" at www.camber.energy, and included in Viking's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2020, and are available under "Investors" - "SEC Filings" at www.vikingenergygroup.com.

Terms of Proposed Merger

As disclosed previously, the Merger contemplates Camber issuing newly-issued shares of common stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the Merger. If the closing of the Merger occurs (the "Closing"), the Viking equity holders prior to the Merger will own approximately 80% of Camber's issued and outstanding common stock immediately after the Merger, and the Camber equity holders prior to the Merger shall own approximately 20% of Camber's issued and outstanding common stock immediately after the Merger, subject to adjustment mechanisms set out in the Merger Agreement, as amended, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the Merger is subject to a number of closing conditions and required consents, as set out in the Merger Agreement, and there is no assurance that such Merger will close on a timely basis, if at all.

Completion of Key Step / Status of Outstanding Items

The parties are also pleased to announce the completion of these key steps toward completing the Merger as discussed below.

An updated, estimated timeline of the closing of the Merger is disclosed below:

Event	Projected Timeline*
Viking to file its Annual Report on Form 10-K for Viking's December 31, 2019 fiscal year end	Completed
Viking to file Current Report on Form 8-K/A including financial statements related to its February 3, 2020 acquisition	Completed
Camber to file initial Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Completed
Camber and Viking to receive Fairness Opinions regarding the planned Merger	Camber: Received in April 2020 Viking: Expects to receive opinion the first half of July 2020
Camber to file its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year end	Completed
Camber to file an Amended Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Planned to be filed in the first half of July 2020
Camber and Viking to receive Shareholder Approval	Late Summer 2020
Camber to receive Stock Exchange Approval for the Merger	Late Summer 2020
Closing of the Merger	Late Summer 2020

*Estimate only. There is no guarantee items will be completed by such date, or at all. Such timeline may also need to be extended in connection with delays caused by the Covid-19 pandemic and governmental responses to such pandemic, the SEC's review of the amended registration statement, or other matters outside of the control of the parties.

Details regarding the planned Merger, along with copies of the definitive Agreement and Plan of Merger, the First Amendment to the Agreement and Plan of Merger, the Second Amendment to the Agreement and Plan of Merger, and the Third Amendment to Agreement and Plan of Merger, signed by the parties on February 3, 2020, May 27, 2020, June 15, 2020 and June 25, 2020, respectively, were included in Viking's and Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 5, 2020, June 1, 2020, June 16, 2020, June 26, 2020 (Camber only) and June 30, 2020 (Viking only), respectively, and are available under "Investors" - "SEC filings" at www.vikingenergygroup.com and www.camber.energy.

James Doris, President & CEO of Viking, stated, "With Camber's Annual Report filing we move one step closer to completing the Merger, and with Camber's additional $4.2 million advance we were able to satisfy important obligations to position the company for the planned Merger."

Louis G. Schott, Interim CEO of Camber, stated, "We and Viking continue to make progress towards the closing of the planned Merger and we are planning to file an amended joint proxy/prospectus (Form S-4) by mid-July 2020, which should position us to close the planned Merger by late summer."

NYSE American Section 610(b) disclosure

Camber's audited financial statements for the year ended March 31, 2020, which were filed as part of the Form 10-K, contained an audit opinion from Camber's independent registered public accounting firm that includes an explanatory paragraph related to Camber's ability to continue as a going concern. See further discussion in footnote 2 to Camber's consolidated financial statements included in the Form 10-K. This announcement is made pursuant to NYSE American LLC Company Guide Section 610(b), which requires public announcement of the receipt of an audit opinion containing a going concern paragraph. This announcement does not represent any change or amendment to Camber's audited consolidated financial statements for the year ended March 31, 2020. Since March 31, 2020, the date of the financial statements included in the Form 10-K, Camber has transferred $5 million of temporary equity to equity, increasing Camber's total stockholders' equity and has raised $6 million in additional funding, through the sale of Series C Preferred Stock, of which $1.8 million remains after the $4.2 million loan to Viking as discussed above; all of which Camber believes reduces the risk that it would be unable to continue as a going concern moving forward.

About Viking:

About Camber:

Based in Houston, Texas, Camber Energy (NYSE American:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas. For more information, please visit the company's website at www.camber.energy.

Forward-Looking 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 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; 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 the Form S-4, and Viking's and Camber's publicly filed reports, including Viking's Annual Report on Form 10-K for the year ended December 31, 2019 and subsequently filed Quarterly Reports on Form 10-Q, and Camber's Annual Report on Form 10-K for the year ended March 31, 2020.

Additional Information and Where to Find It

In connection with the proposed merger, on June 4, 2020 Camber filed with the SEC a registration statement on Form S-4 to register the shares of Camber's common stock to be issued in connection with the merger. The registration statement includes a preliminary joint proxy statement/prospectus which, when finalized, will be sent to the respective stockholders of Viking and Camber seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PROPOSED MERGER.

Participants in the Solicitation

No Offer or Solicitation

CONTACT:

(210) 998-4035
info@camber.energy

SOURCE: Camber Energy, Inc.

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https://www.accesswire.com/596054/Camber-Energy-Inc-Updates-Prior-Press-Release-Relating-to-the-Filing-of-Its-Annual-Report-on-Form-10-K-and-Contribution-of-Over-4M-to-Viking-Energy-Group-Moving-Both-Parties-Closer-to-Finalizing-Planned-Merger

HOUSTON, TX / ACCESSWIRE / July 1, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber") and Viking Energy Group, Inc. (OTCQB:VKIN) ("Viking") are pleased to announce that the parties are completing additional steps necessary to closing their planned merger. On June 29, 2020, Camber filed with the Securities and Exchange Commission its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year-end (the "Form 10-K"). Camber's Form 10-K highlighted net income of $0.96 million related to its 25% ownership interest in Elysium Energy Holdings, LLC ("Elysium"), which the Company acquired from Viking on February 3, 2020.

Additionally, on June 26, 2020, Camber provided Viking financing of $4.2 million to assist with extinguishing, certain obligations of Viking related primarily to advances made to assist with Viking's, through its majority-owned subsidiary, Elysium Energy, LLC, acquisition of oil and gas assets on February 3, 2020, which if not satisfied prior to June 30, 2020 would have resulted in significantly increased costs. The advance by Camber will be forgiven upon closing of the planned merger involving the two companies (the "Merger"), as previously disclosed, if such merger transaction is completed.

Third Amendment to Merger Agreement / Financing Documents

In connection with such financing, on June 25, 2020, Viking and Camber entered into (collectively the "Third Amendment & Financing Documents"): (i) a Third Amendment to Agreement and Plan of Merger; (ii) a Securities Purchase Agreement; (iii) a Secured Promissory Note; (iv) two Security and Pledge Agreements; and (v) an Assignment Agreement.

The funds advanced by Camber to Viking were obtained by Camber through the sale on June 22, 2020, of 630 shares of its Series C Redeemable Convertible Preferred Stock to an institutional investor, as previously disclosed.

Terms of Proposed Merger

As disclosed previously, the Merger contemplates Camber issuing newly-issued shares of common stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the Merger. If the closing of the Merger occurs (the "Closing"), the Viking equity holders prior to the Merger will own approximately 80% of Camber's issued and outstanding common stock immediately after the Merger, and the Camber equity holders prior to the Merger shall own approximately 20% of Camber's issued and outstanding common stock immediately after the Merger, subject to adjustment mechanisms set out in the Merger Agreement, as amended, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the Merger is subject to a number of closing conditions and required consents, as set out in the Merger Agreement, and there is no assurance that such Merger will close on a timely basis, if at all.

Completion of Key Step / Status of Outstanding Items

The parties are also pleased to announce the completion of these key steps toward completing the Merger as discussed below.

An updated, estimated timeline of the closing of the Merger is disclosed below:

Event	Projected Timeline*
Viking to file its Annual Report on Form 10-K for Viking's December 31, 2019 fiscal year end	Completed
Viking to file Current Report on Form 8-K/A including financial statements related to its February 3, 2020 acquisition	Completed
Camber to file initial Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Completed
Camber and Viking to receive Fairness Opinions regarding the planned Merger	Camber: Received in April 2020 Viking: Expects to receive opinion the first half of July 2020
Camber to file its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year end	Completed
Camber to file an Amended Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Planned to be filed in the first half of July 2020
Camber and Viking to receive Shareholder Approval	Late Summer 2020
Camber to receive Stock Exchange Approval for the Merger	Late Summer 2020
Closing of the Merger	Late Summer 2020

*Estimate only. There is no guarantee items will be completed by such date, or at all. Such a timeline may also need to be extended in connection with delays caused by the Covid-19 pandemic and governmental responses to such pandemic, the SEC's review of the amended registration statement, or other matters outside of the control of the parties.

Details regarding the planned Merger, along with copies of the definitive Agreement and Plan of Merger, the First Amendment to the Agreement and Plan of Merger, the Second Amendment to the Agreement and Plan of Merger, and the Third Amendment to Agreement and Plan of Merger, signed by the parties on February 3, 2020, May 27, 2020, June 15, 2020, and June 25, 2020, respectively, were included in Viking's and Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 5, 2020, June 1, 2020, June 16, 2020, June 26, 2020 (Camber only) and June 30, 2020 (Viking only), respectively, and are available under "Investors" - "SEC filings" at www.vikingenergygroup.com and www.camber.energy.

About Viking:

About Camber:

Based in Houston, Texas, Camber Energy (NYSE American:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas. For more information, please visit the company's website at www.camber.energy.

Forward-Looking 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 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; 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 the Form S-4, and Viking's and Camber's publicly filed reports, including Viking's Annual Report on Form 10-K for the year ended December 31, 2019 and subsequently filed Quarterly Reports on Form 10-Q, and Camber's Annual Report on Form 10-K for the year ended March 31, 2020.

Additional Information and Where to Find It

In connection with the proposed merger, on June 4, 2020, Camber filed with the SEC a registration statement on Form S‑4 to register the shares of Camber's common stock to be issued in connection with the merger. The registration statement includes a preliminary joint proxy statement/prospectus which, when finalized, will be sent to the respective stockholders of Viking and Camber seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S‑4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PROPOSED MERGER.

Participants in the Solicitation

No Offer or Solicitation

CONTACT:

(210) 998-4035
info@camber.energy

SOURCE: Camber Energy, Inc.

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https://www.accesswire.com/595830/Camber-Energy-Inc-Files-Its-Annual-Report-on-Form-10-K-and-Contributes-Over-4M-to-Viking-Energy-Group-Moving-Both-Parties-Closer-to-Finalizing-Planned-Merger

HOUSTON, TX / ACCESSWIRE / June 23, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") today announced that on June 22, 2020, it sold 630 shares of its Series C Redeemable Convertible Preferred Stock ("Series C Preferred Stock") to an institutional investor in consideration for $6 million (a 5% original issue discount to the $10,000 face value of such preferred stock).

The Company plans to use the funds raised to pay operating expenses and expenses in connection with the merger contemplated by that certain Agreement and Plan of Merger entered into between the Company and Viking Energy Group, Inc. ("Viking") on February 3, 2020, as amended from time to time (the "Merger"), and subject to the parties coming to an agreement on terms and conditions relating to such advance, to advance a substantial portion of such funds to Viking, in anticipation of the Merger.

The Company recently received comments from the Securities and Exchange Commission on its initial draft Registration Statement on Form S-4 and plans to turn its attention to addressing such comments and re-filing the updated Form S-4 after the filing of the Company's annual report on Form 10-K, which the Company plans to file later this week. The Company's goal is still to close the Merger by late summer, as previously disclosed.

In connection with sale of the Series C Preferred Stock to the institutional investor, such investor (who held all 2,566 outstanding shares of the Company's Series C Preferred Stock prior to the sale of the 630 new shares of preferred stock described above), entered into an amendment agreement with the Company. Pursuant to such agreement, the investor agreed to waive the requirement previously set forth in the purchase agreement entered into with such investor in February 2020, pursuant to which the investor purchased 525 shares of Series C Preferred Stock for $5 million, which would have required the Company to redeem all 525 of such shares of Series C Preferred Stock, for 110% of their face value (an aggregate of $5,775,000), in the event that the Merger did not close. As a result of such amendment, the $5,000,000 paid by the investor to the Company for the purchase of the 525 shares of Series C Preferred Stock on February 3, 2020 will be released from temporary equity and included in permanent equity in the Company's June 30, 2020 balance sheet.

Notwithstanding such amendment described above, the June 22, 2020 purchase agreement entered into with the investor requires, similar to as the prior terms of the February 2020 purchase agreement, that the Company redeem all 630 shares of Series C Preferred Stock sold to the investor at 110% of their face value, in the event the Merger does not close (which repurchase obligation totals $6,930,000).

Additional information regarding the transactions described above and the terms of the Series C Preferred Stock, which is convertible into shares of the Company's common stock, is disclosed in the Current Report on Form 8-K filed by the Company today with the Securities and Exchange Commission, and available at www.sec.gov and on the Company's website at www.camber.energy.

Louis G. Schott, Interim CEO of the Company, stated, "We believe with this cash infusion, we will have sufficient capital to close the merger with Viking, and plan to continue to work towards closing such merger in the weeks ahead. Additionally, with the change in the presentation of the prior Series C Preferred Stock sold in February 2020 from temporary equity, to permanent equity, on the Company's June 30, 2020 balance sheet, we anticipate increasing our stockholders' equity as of June 30, 2020 to a level sufficient to meet the NYSE American's continued listing standards."

About Viking:

About Camber:

Based in Houston, Texas, Camber Energy (NYSE American:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas. For more information, please visit the company's website at www.camber.energy.

Forward-Looking 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 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; 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 the Registration Statement on Form S-4 filed by the Company with the Securities and Exchange Commission, and Viking's and Camber's publicly filed reports, including Viking's Annual Report on Form 10-K for the year ended December 31, 2019, Camber's Annual Report on Form 10-K for the year ended March 31, 2019 and subsequently filed Quarterly Reports on Form 10-Q.

Additional Information and Where to Find It

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 SEC. Information about Viking's directors and executive officers is available in Viking's Annual Report on Form 10-K for the year ended December 31, 2019. Information about Camber's directors and executive officers is available in Camber's Annual Report on Form 10-K for the year ended March 31, 2019 and its definitive proxy statement for its 2020 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the final joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the final joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Viking or Camber using the sources indicated above.

No Offer or Solicitation

SOURCE: Camber Energy, Inc.

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HOUSTON, TX / ACCESSWIRE / June 16, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber") and Viking Energy Group, Inc. (OTCQB:VKIN) ("Viking") are pleased to announce that on June 4, 2020, Camber filed with the Securities and Exchange Commission (SEC), a Registration Statement on Form S-4, including a preliminary joint proxy statement relating to the planned merger between Viking and Camber. The SEC has advised Camber that they are reviewing the Form S-4, and Camber anticipates comments thereon within the next few weeks in accordance with the customary SEC review process. The timing of the filing is consistent with the projected timetable set out in the joint press release issued by the companies on June 1, 2020 (https://finance.yahoo.com/news/camber-energy-inc-viking-energy-123000227.html) regarding previously planned next steps in the merger process. Separately, the parties entered into a second amendment to the merger agreement to extend the required closing date thereof from June 30, 2020 to September 30, 2020 (subject to further extensions through December 31, 2020, as per the original terms of the merger agreement), however the parties are hoping to close the merger before then if possible. An updated, estimated timeline of the closing of the merger is disclosed below:


Event	Projected Timeline*

Viking to file its Annual Report on Form 10-K for Viking's December 31, 2019 fiscal year-end	Completed
Viking to file Current Report on Form 8-K/A including financial statements related to its February 3, 2020 acquisition	Completed
Camber to file Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Completed
Camber and Viking to receive Fairness Opinions regarding the planned Merger	Camber: Received in April 2020 Viking: Pending
Camber to file its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year end	June 2020
Camber and Viking to receive Shareholder Approval	Late Summer 2020
Camber to receive Stock Exchange Approval for the Merger	Late Summer 2020
Closing of the Merger	Late Summer 2020

*Estimate only. There is no guarantee items will be completed by such date, or at all. Such a timeline may also need to be extended in connection with delays caused by the Covid-19 pandemic and governmental responses to such pandemic, the SEC's review of the registration statement, or other matters outside of the control of the parties.

Details regarding the planned merger, along with copies of the definitive Agreement and Plan of Merger and First Amendment to the Agreement and Plan of Merger signed by the parties on February 3, 2020 and May 27, 2020, respectively, were included in Viking's and Camber's Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 5, 2020 and June 1, 2020, respectively, and are available under "Investors" - "SEC filings" at www.vikingenergygroup.com and www.camber.energy.

As disclosed previously, the planned merger contemplates Camber issuing newly-issued shares of common stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the Merger. If the closing of the Merger occurs (the "Closing"), the Viking equity holders prior to the Merger will own approximately 80% of Camber's issued and outstanding common stock immediately after the Merger, and the Camber equity holders prior to the Merger shall own approximately 20% of Camber's issued and outstanding common stock immediately after the Merger, subject to adjustment mechanisms set out in the Merger Agreement, as amended, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the Merger is subject to a number of closing conditions, as set out in the Merger Agreement.

James Doris, President & CEO of Viking, stated, "We remain committed to working diligently to complete steps necessary to close the merger, and firmly believe the combination of the two companies will be extremely beneficial to all stakeholders."

Louis G. Schott, Interim CEO of Camber, stated, "Camber is working with its auditors on finalizing the company's Annual Report for the fiscal year ended March 31, 2020, which we plan to file in the next week or so, prior to the SEC's required filing deadline, and we look forward to closing the merger by the end of the Summer after addressing SEC comments on the Form S-4, which are standard in transactions such as the merger."

About Viking:

About Camber:

Based in Houston, Texas, Camber Energy (NYSE American:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas. For more information, please visit the company's website at www.camber.energy.

Forward-Looking 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 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; 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 the Form S-4, and Viking's and Camber's publicly filed reports, including Viking's Annual Report on Form 10-K for the year ended December 31, 2019, Camber's Annual Report on Form 10-K for the year ended March 31, 2019 and subsequently filed Quarterly Reports on Form 10-Q.

Additional Information and Where to Find It

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 SEC. Information about Viking's directors and executive officers is available in Viking's Annual Report on Form 10-K for the year ended December 31, 2019. Information about Camber's directors and executive officers is available in Camber's Annual Report on Form 10-K for the year ended March 31, 2019 and its definitive proxy statement for its 2020 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the final joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the final joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Viking or Camber using the sources indicated above.

No Offer or Solicitation

SOURCE: Camber Energy, Inc.

View source version on accesswire.com:
https://www.accesswire.com/594011/Camber-Energy-Inc-and-Viking-Energy-Group-Inc-Report-Progress-on-Planned-Merger

HOUSTON, TX / ACCESSWIRE / June 1, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber") and Viking Energy Group, Inc. (OTCQB:VKIN) ("Viking") today announced that they have entered into an amendment to the definitive Agreement and Plan of Merger ("Merger Agreement") signed by the parties on February 3, 2020 (the "Merger"). Details regarding the Merger, along with a copy of the Merger Agreement, were included in Viking's and Camber's Current Reports on Form 8-K filed on February 5, 2020, with the Securities and Exchange Commission, and are available under "Investors" at www.vikingenergygroup.com and www.camber.energy. Terms were also summarized in press releases filed by each company on the same date.

The amendment (i) modified and clarified the mechanisms pursuant to which Camber's and Viking's post-combination percentage of Camber would be determined (without affecting any changes to the originally contemplated 80/20 percentage split between Viking and Camber, based on the fully-diluted post-merger capitalization of Camber, without taking into account Camber's outstanding Series C Preferred Stock (Camber's 80% split being defined as the "Camber Percentage")); (ii) placed a cap of 5% (up or down) on the adjustment mechanism; (iii) corrected a prior error in the Merger Agreement relating to such calculation; and (iv) included a prohibition on either party raising capital from the other party's existing shareholders without prior written consent.

As disclosed previously, the planned merger contemplates Camber issuing newly-issued shares of common stock to the equity holders of Viking in exchange for 100% of the outstanding equity securities of Viking by means of a reverse triangular merger in which a newly formed wholly-owned subsidiary of Camber will merge with and into Viking, with Viking continuing as the surviving corporation and as a wholly-owned subsidiary of Camber after the Merger. If the closing of the Merger occurs (the "Closing"), the Viking equity holders prior to the Merger will own approximately 80% of Camber's issued and outstanding common stock immediately after the Merger (the "Camber Percentage"), and the Camber equity holders prior to the Merger shall own approximately 20% of Camber's issued and outstanding common stock immediately after the Merger, subject to adjustment mechanisms set out in the Merger Agreement, and in each case on a fully-diluted, as-converted basis as of immediately prior to the Closing (including options, warrants and other rights to acquire equity securities of Viking or Camber), but without taking into account any shares of common stock issuable to the holder of Camber's Series C Preferred Stock upon conversion of the Series C Preferred Stock. Completion of the Merger is subject to a number of closing conditions, as set out in the Merger Agreement.

Specifically, the Merger Agreement, as amended, provides that the Camber Percentage is to be adjusted as follows: (i) for each (A) $500,000 in Camber unencumbered cash (without any associated debt) available for use by the combined company (the "Combined Company") after the effective time of the Merger (the "Effective Time"), which comes from equity sold by Camber for cash from February 3, 2020, through the Effective Time, which is not contingent or conditional upon the closing of the Merger, or (B) $500,000 in other unencumbered assets acquired by Camber prior to closing without increasing Camber's liabilities, the Camber Percentage will increase by an incremental 0.5% (a "Camber Percentage Increase"); and (ii) for each additional $500,000 in Viking unencumbered cash (without any associated debt) for use by the Combined Company after the Effective Time which is not contingent or conditional upon the closing of the Merger, in excess of $500,000, which comes from equity sold by Viking for cash from February 3, 2020 through the Effective Time, the Camber Percentage will decrease by an incremental 0.5% (a "Camber Percentage Decrease"). The aggregate Camber Percentage Increase or Camber Percentage Decrease shall not exceed 5%.

Camber and Viking are also updating their previously planned next steps in the merger process and the anticipated timing associated with each item, as disclosed below:

Event	Projected Timeline*
Viking to file its Annual Report on Form 10-K for Viking's December 31, 2019 fiscal year end	Completed
Viking to file Current Report on Form 8-K/A including financial statements related to its February 3, 2020 acquisition	Completed
Camber to file Registration Statement on Form S-4 with preliminary joint proxy statement with the Securities and Exchange Commission	Early June 2020
Camber and Viking to receive Fairness Opinions regarding the planned Merger	Camber: Received in April 2020 Viking: Pending
Camber to file its Annual Report on Form 10-K for Camber's March 31, 2020 fiscal year end	June 2020
Camber and Viking to receive Shareholder Approval	Summer 2020
Camber to receive Stock Exchange Approval for the Merger	Summer 2020
Closing of the Merger	Summer 2020

James Doris, President & CEO of Viking, stated, "We continue to be excited by the enhanced capabilities for greater liquidity and access to capital markets which will available as a result of the combination of Viking and Camber and are pleased with the progress each party has made towards closing the Merger to date."

Louis G. Schott, Interim CEO of Camber, stated, "Camber is in the process of finalizing the initial draft Form S-4 Registration Statement for the Merger which we plan to file in the next week or so, and we look forward to closing the transaction this Summer."

About Viking:

About Camber:

Based in Houston, Texas, Camber Energy (NYSE American:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in Texas. For more information, please visit the company's website at www.camber.energy.

Forward-Looking 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 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 meet other closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals 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; 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 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 Viking's Annual Report on Form 10-K for the year ended December 31, 2019, Camber's Annual Report on Form 10-K for the year ended March 31, 2019 and subsequently filed Quarterly Reports on Form 10-Q for each of Viking and Camber.

Additional Information and Where to Find It

In connection with the proposed merger, Camber will file with the SEC a registration statement on Form S‑4 to register the shares of Camber's common stock to be issued in connection with the merger. The registration statement will include a preliminary joint proxy statement/prospectus which, when finalized, will be sent to the respective stockholders of Viking and Camber seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PROPOSED MERGER.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from Viking at its website, www.Viking.com, or from Camber at its website, www.Camber.com. Documents filed with the SEC by Viking will be available free of charge by accessing Viking's website at www.vikingenergygroup.com under the heading "Investors," or, alternatively, by directing a request by telephone or mail to Viking Energy Group, Inc. at 15915 Katy Freeway, Suite 450, Houston, Texas, 77094, (281) 404-4387, and documents filed with the SEC by Camber will be available free of charge by accessing Camber's website at www.camber.energy under the heading "Investors" - "SEC Filings", or, alternatively, by directing a request by telephone or mail to Camber Energy, Inc. at 1415 Louisiana, Suite 3500, Houston, Texas, 77002, (210) 998-4035.

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 SEC. Information about Viking's directors and executive officers is available in Viking's Annual Report on Form 10-K for the year ended December 31, 2019. Information about Camber's directors and executive officers is available in Camber's Annual Report on Form 10-K for the year ended March 31, 2019 and its definitive proxy statement for its 2020 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Viking or Camber using the sources indicated above.

No Offer or Solicitation

SOURCE: Camber Energy, Inc.

View source version on accesswire.com:
https://www.accesswire.com/592072/Camber-Energy-Inc-and-Viking-Energy-Group-Inc-Amend-Definitive-Merger-Agreement-Relating-to-Their-Planned-Combination-and-Provide-Update-on-Status-of-Merger

HOUSTON, TX / ACCESSWIRE / May 13, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") today announced that the NYSE American (the "Exchange") has accepted the Company's plan of compliance (the "Plan") for continued listing on the Exchange.

As previously reported, on February 24, 2020, the Company received notice from the Exchange that the Company is not in compliance with the continued listing standard set forth in Section 1003(a)(ii) of the NYSE American Company Guide (the "Guide"). In order to maintain its listing on the Exchange, the Exchange had requested that the Company submit a plan of compliance by March 25, 2020 addressing how the Company intended to regain compliance with Section 1003(a)(ii) of the Company Guide by August 24, 2021 (the "Plan").

On May 8, 2020, the Exchange notified the Company that it had accepted the Company's Plan and granted the Company an extension until August 24, 2021 (the "Plan Period") to regain compliance with the continued listing standards of the Guide. The Company will be subject to periodic review by the Exchange during the Plan Period. Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards of the Guide by the end of the Plan Period could result in the Company being delisted from the Exchange. There can be no assurance that the Company will be able to achieve compliance with the Exchange's continued listing standards within the required time frame.

Louis G. Schott, Interim Chief Executive Officer of the Company, stated, "We are very pleased the NYSE American has accepted our compliance plan. We are committed to completing our previously announced merger transaction with Viking Energy Corp. and other future transactions, which we believe will bring us back into compliance with the Exchange's continued listing requirements."

About Camber Energy, Inc.

Based in Houston, Texas, Camber Energy (NYSE American:CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle. For more information, please visit the Company's website at www.camber.energy.

Safe Harbor Statement and Disclaimer

This press release may include "forward-looking statements" which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including "will," "may," "expects," "projects," "anticipates," "plans," "believes," "estimate," "should," and certain of the other foregoing statements may be deemed forward-looking statements. Although Camber believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include, but are not limited to, risks relating to government approvals or third party consents; the need for additional funding, the availability of such funding and risks associated with not timely receiving such funding; risks relating to the terms of such additional funding, if received; risks relating to our pending merger as previously disclosed, including the ability of the Company to complete such merger, the timing of closing such merger and closing conditions associated therewith; the risks of substantial and significant ongoing dilution of common stockholders pursuant to conversions of our Series C Preferred Stock, conversion premiums associated therewith and true-ups thereon; risks related to over-hang and significant decreases in our common stock trading prices as common stock shares issued upon conversion of our Series C Preferred Stock are publicly sold, compounded and exacerbated by successive conversions and sales; risks relating to the liquidation preferences and rights of our preferred stock; risks relating to the redemption rights of our preferred stock; risks relating to our ability to maintain our NYSE American listing due to falling stock prices and other matters (including, but not limited to, the non-compliance discussed above); risks relating to significant downward pressure on our common stock trading prices caused by sales of our common stock by our Series C Preferred Stock holder and others; risks related to potential future acquisitions or combinations, the risks of not closing such transaction(s) and the ultimate terms of such acquisition(s), if closed; and other risks described in Camber's Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q and other filings with the SEC, available at the SEC's website at www.sec.gov. Investors are cautioned that any forward-looking statements are not guarantees of future performance, actual results or developments may differ materially from those projected and investors should not purchase the stock of Camber if they cannot withstand the loss of their entire investment. The forward-looking statements in this press release are made as of the date hereof. The Company undertakes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company's SEC filings are available at http://www.sec.gov.

Media Contact:

Interdependence PR
camber@interdependence.com

SOURCE: Camber Energy

View source version on accesswire.com:
https://www.accesswire.com/589571/Camber-Energys-Compliance-Plan-Accepted-By-The-NYSE-American

HOUSTON, TX / ACCESSWIRE / April 3, 2020 / Camber Energy, Inc. (NYSE American:CEI) ("Camber" or the "Company") today announced notice of a change in location of its Special Meeting of Stockholders to be held on Thursday, April 16, 2020, at 10:00 a.m. (Houston Time) (the "Special Meeting"). In light of the growing health impact of the coronavirus (COVID-19) pandemic, the extensive federal and local restrictions on non-essential activities and travel, the restriction of public gatherings of 10 or more people in Texas, and out of concern for the health and well-being of our colleagues and stockholders, the Special Meeting has been changed to be held in a virtual meeting format only.

As described in the proxy materials for the Special Meeting, stockholders are entitled to participate in the Special Meeting if they were a stockholder of the Company as of the close of business on March 2, 2020, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee.

Instead of being held in a physical location, the Special Meeting will be held virtually. To be admitted to the Special Meeting at https://www.iproxydirect.com/CEISpecial, you must enter the control number found on your proxy card or voting instruction form. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting.

Further information regarding the change of location of the Special Meeting can be found in the Notice of Change of Location of Special Meeting of Stockholders filed by the Company with the Securities and Exchange Commission on April 3, 2020.

Whether or not a stockholder plans to attend the Special Meeting by virtual means, the Company urges its stockholders to vote and submit their proxy in advance of the Special Meeting by one of the methods described in the proxy statement. The proxy card included with the proxy statement previously distributed will not be updated to reflect the information provided above and may continue to be used to vote each stockholder's shares in connection with the Special Meeting. If Company stockholders have previously submitted a proxy using one of the methods described in the proxy statement and proxy card, their vote will be counted and they do not need to submit a new proxy or vote at the Special Meeting.

About Camber Energy, Inc.

Based in Houston, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Texas Panhandle. For more information, please visit the Company's website at www.camber.energy.

SOURCE: Camber Energy, Inc.

View source version on accesswire.com:
https://www.accesswire.com/583833/Camber-Energy-Inc-Announces-Location-Change-of-Special-Meeting-of-Stockholders-To-Be-Held-On-April-16-2020