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.
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