Item 1.01 Entry into a Material Definitive Agreement.
On January 8, 2021, Camber Energy, Inc. ("Camber" or the "Company") entered into
a Securities Purchase Agreement (the "Viking Purchase Agreement") with Viking
Energy Group, Inc., Camber's majority-owned subsidiary ("Viking"), to be
considered effective as of December 31, 2020, to acquire an additional
145,384,615 shares of Viking common stock in consideration of (i) Camber issuing
1,890 shares of Camber's Series C Redeemable Convertible Preferred Stock (the
"Series C Shares") to EMC Capital Partners, LLC ("EMC"), one of Viking's lenders
which holds a secured promissory note issued by Viking to EMC in the original
principal amount of $20,869,218 in connection with Viking's purchase of oil and
gas assets on or about February 3, 2020 (the "EMC Note"); and (ii) EMC
considering the EMC Note paid in full and cancelled pursuant to the Cancellation
Agreement described below.
Simultaneously, on January 8, 2021, Camber entered into a Stock Purchase
Agreement (with "EMC Purchase Agreement") with EMC, to be considered effective
as of December 31, 2020, pursuant to which Camber would issue 1,890 shares of
Camber's Series C Redeemable Convertible Preferred Stock to EMC, and (ii) EMC
would enter into the Cancellation Agreement with Viking to cancel the EMC Note.
At the same time, Viking entered into a Cancellation Agreement with EMC (the
"Cancellation Agreement"), to be considered effective as of December 31, 2020,
pursuant to which Viking agreed to pay $325,000 to EMC, and EMC agreed to cancel
and terminate in the EMC Note and all other liabilities, claims, amounts owing
and other obligations under the Note.
The foregoing descriptions of the Viking Purchase Agreement and EMC Purchase
Agreement do not purport to be complete and are qualified in their entirety by
reference to the Viking Purchase Agreement and EMC Purchase Agreement, copies of
which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K,
respectively, and incorporated in this Item 1.01 by reference in their entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated by reference into
this Item 2.03. The Series C Shares were sold to EMC in reliance on the
exemption from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended, as there was no general solicitation, and the issuance did not
involve a public offering.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Securities Purchase Agreement, by and between Camber Energy, Inc.
and Viking Energy Group, Inc., dated December 31, 2020
10.2* Securities Purchase Agreement, by and between Camber Energy, Inc.
and EMC Capital Partners, LLC, dated December 31, 2020
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon request; provided,
however that the Company may request confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or
Exhibit so furnished.
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