Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
of Exhibit
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99.1*
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Press
Release dated October 9, 2020
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*
Filed herewith.
Forward-Looking
Statements
Certain
of the matters discussed in this communication and in Exhibit 99.1 hereto 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 (defined below), 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 planned merger, on September 4, 2020, Camber filed with the Securities and Exchange Commission (SEC), an updated
preliminary draft of 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 “Form S-4”). 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 FINAL 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 PLANNED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER
AND THE PLANNED 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.vikingenergygroup.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 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 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 planned 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.