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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2.1#
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Amended and Restated Agreement and Plan of Merger, dated as of August 31, 2020, by and between Viking Energy Group, Inc. and Camber Energy, Inc. (Filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 3, 2020, and incorporated by reference herein)(File No. 001-32508)
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2.2*
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First Amendment to Amended and Restated Agreement and Plan of Merger, dated as of October 9, 2020, by and between Viking Energy, Inc. and Camber Energy, Inc.
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* Filed herewith.
# 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 Camber Energy, Inc. 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.
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; debt of
Viking 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.
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, 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, 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 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.