The Merger would be an arms length transaction, and pursuant to the terms of the LOI, the parties intend to negotiate and sign a definitive agreement (theDefinitive Agreement) in respect of the Merger as soon as practicable and on or before February 17, 2020. 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. 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. 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. 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. Additional Information and Where to Find It. Camber Energy, Inc. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. 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, and Viking's Quarterly Reports on Form 10-Q for the quarters ending March 31, 2020, June 30, 2020 and September 30, 2020, and Camber's Annual Report on Form 10-K for the year ended March 31, 2020, and Camber's Quarterly Reports on Form 10-Q for the quarters ending June 30, 2020 and September 30, 2020. Viking targets undervalued assets with realistic appreciation potential. In connection with the proposed merger, on June 4, 2020 Camber filed with the SEC a registration statement on Form S4 to register the shares of Camber's common stock to be issued in connection with the merger. 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 and other public reports, including its Current Report on Form 8-K filed on December 23, 2020. 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. The company. Get the latest industry news delivered straight to your inbox, every Tuesday through Friday. 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. 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. When the symbol you want to add appears, add it to My Quotes by selecting it and pressing Enter/Return. When the symbol you want to add appears, add it to Watchlist by selecting it and pressing Enter/Return. . 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. In 2020, Viking produced over 624,000 barrels of oil and 5.2 billion cubic feet of gas. Camber plans to increase its authorized number of shares to complete the issuance of shares in the Merger set forth above. 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. Camber already owns approximately 62% of Viking's issued and outstanding common shares, and the Merger Agreement contemplates, through a reverse triangular merger structure, Camber issuing newly-issued shares of common stock in exchange for the balance of Viking's common stock on a one-for-one basis. June 16, 2020, 5:30 AM. 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. 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. 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. Viking Energy Group Inc is an independent exploration and production company. All Rights Reserved. The company has a market capitalization of C$3.07 billion, a PE ratio of 2.98, a price-to-earnings-growth ratio of 0. . Viking targets undervalued assets with realistic appreciation potential. 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. 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. Pursuant to the merger agreement, Viking will be acquired through a reverse triangle merger structure where Camber will issue newly-issued shares of common stock in exchange for the balance of Viking's common stock on a one-to-one basis. 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. 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 . You may obtain free copies of these documents from Viking or Camber using the sources indicated above. 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. Combining Vikings business strategy and operational expertise with the Camber platform should create substantial value for Camber.. 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 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. 2 Key Raw Materials Suppliers and Price Analysis 8.3 Manufacturing Cost Structure Analysis 8.3.1 Labor Cost Analysis 8.3.2 Energy Costs . 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. CEO James Doris is communicating to shareholders the latest developments at the company and its majority-owned subsidiary Viking Energy Group Inc. VKIN . 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. These symbols will be available throughout the site during your session. 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. The company. You may obtain free copies of these documents from Viking or Camber using the sources indicated above. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. Completion of the Merger is subject to a number of conditions, including but not limited to receipt of all required regulatory, corporate and third-party approvals, including the approval of the stockholders of each of Viking and Camber, and the fulfillment of all applicable regulatory requirements. Viking targets undervalued assets with realistic appreciation potential. 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. The company is engaged in the acquisition, exploration, development, and production of oil and natural gas properties. 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. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. 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. It owns and invests in oil and gas assets located in North America . 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. Viking Energy Group's mailing address is 15915 KATY FREEWAY SUITE 450, HOUSTON TX, 77094. About Camber: June 14, 2017. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. 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. Please call the offices at 888-637-5510 for a free consultation with a securities attorney. Viking Energy Group, Inc. (OTCMKTS: VKIN) Helps Industry Reduce Carbon Footprint. In the most recent vlog, Doris. We believe the transaction will help broaden our shareholder base, improve liquidity and provide increased visibility to the institutional investor community, which ultimately should contribute to increased shareholder value., Louis G. Schott, Interim CEO of Camber, stated, We are very pleased with this prospective merger. About Viking: Viking is a growth-oriented energy company, and has an existing Oil & Gas division with interests in properties in Texas, Louisiana, Mississippi and Kansas. On June 7, 2022, Viking Energy Group, Inc. ("Viking" or the "Company "), on behalf of a corporation to be incorporated (" Purchaser") entered into a Purchase and Sale Agreement (the "PSA") with the seller named therein (" Seller ").Background: Seller owns non-operated, minority working interests in approximately 5,743 producing and non . Merger Prospectus/Communication. The company can be reached via phone at (281) 404-4387 or via email at [email protected]. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. 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. General Counsel and Business Leader Involved in 16 M&A transactions (total value $2.5B) Efficient problem solver Led teams up to 30 associates Viking targets undervalued assets with realistic appreciation potential. Through one of its subsidiaries, Ichor Energy, LLC, Viking owns a working interest in approximately 58 conventional, producing oil and gas wells in Texas and Louisiana and an interest in more than 30 Salt Water Disposal Wells. The official website for the company is www.vikingenergygroup.com. The Merger Agreement also contemplates each outstanding share of Series C Preferred Stock of Viking being exchanged for one share of Series A Preferred Stock of Camber, which will have the characteristics as set out in the Merger Agreement. 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. 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. 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; debt of Viking and Camber and the dates such debts come due; 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. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. 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. Market-leading rankings and editorial commentary - see the top law firms & lawyers for International tax in United States Baytex Energy Stock Up 3.3 %. For example, if a Viking shareholder owns 100 shares of common stock of Viking immediately prior to closing of the Merger, the shareholder would receive 100 shares of common stock of Camber on closing of the Merger. His current and former clients traverse various industries including technology, manufacturing, transportation, construction, light industrial, professional services, automotive, and specialty retail. 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. Contact InformationInvestors and Media:T. 281.404.4387 (ext.3)E. [email protected]. 2023, Nasdaq, Inc. All Rights Reserved. There is no guarantee items will be completed by such date, or at all. About Camber: December 13, 2021. . 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. 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. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended. 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. 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. Viking targets undervalued assets with realistic appreciation potential. 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," or, alternatively, by directing a request by telephone or mail to Camber Energy, Inc. at 15915 Katy Freeway, Suite 450, Houston, Texas, 77094, (210) 998-4035. 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. Viking targets undervalued assets with realistic appreciation potential. The company owns oil and gas leases in Texas, Louisiana, Mississippi and Kansas. 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. Viking targets undervalued assets with realistic appreciation potential. 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.vikingenergygroup.com, or from Camber at its website, www.camber.energy. 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.
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