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 March 17, 2020
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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 ability of the parties to close the February 3, 2020 Agreement and Plan of Merger entered into between the Company and Viking
Energy Group, Inc. (“Viking”, the “Merger Agreement” and the transactions contemplated therein,
the “Merger”) on the terms set forth in in the Merger Agreement, and pursuant to the required timing set forth
in, the Merger Agreement, if at all; the occurrence of any event, change or other circumstances that could give rise to the right
of one or both of Viking or Camber to terminate the Merger Agreement; the payments and transfers required to be made upon termination
of the Merger Agreement and effects thereof; 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 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; 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; 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 come to an understanding/agreement with its Series
C Preferred Stock holder to fix the number of shares of common stock issued or issuable to such Series C Preferred Stock holder;
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, but not limited to, Viking’s Annual
Report on Form 10-K for the year ended December 31, 2018, and Camber’s Annual Report on Form 10-K for the year ended
March 31, 2019.
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,
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.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, 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, 2018. 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 Stockholders. 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
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.