Item 1.01. Entry into a Material Definitive Agreement.
As disclosed by Camber Energy, Inc. (the "Company") in a Current Report Filed on
Form 8-K filed with the Securities and Exchange Commission on December 27, 2021,
the Company entered into a Loan Agreement on December 24, 2021 with the investor
named therein (the "Investor") pursuant to which the Investor agreed to loan the
Company $25,000,000 subject to, among other things, the Company having increased
its authorized capital of common shares on or before December 31, 2021, which
increase occurred on December 30, 2021.
On January 3, 2022 the Company received $25,000,000 (the "Loan Proceeds") from
the Investor, and in connection therewith executed and delivered the following
in favor of the Investor: (i) a promissory note dated on or about December 31,
2021 in the principal amount of $26,315,789.47, representing a 5% original issue
discount (the "Investor Note"), accruing interest at a rate equal to the Wall
Street Journal Prime Rate, payable at maturity, and maturing January 1, 2027;
(ii) a Security Agreement-Pledge (the "Pledge Agreement") granting the Investor
a first-priority security interest in Camber's common shares of Viking Energy
Group, Inc.; and (iii) a general security agreement (the "Security Agreement")
granting the Investor a first-priority security interest in Camber's other
assets. The Investor may convert amounts owing under the Investor Note into
shares of common stock of Camber at a fixed price of $1.50 per share, subject to
beneficial ownership limitations. The obligations under the Investor Note are
supported by a Guaranty from Viking Energy Group, Inc.
The Company also executed a Warrant Agreement in favor of the Investor entitling
the Investor to purchase up to 50,000,000 shares of common stock of the Company
at an exercise price of ten dollars ($10.00) per share for the first 25,000,000
shares, and twenty dollars ($20.00) per share for the remaining 25,000,000
shares (the "Warrant Agreement"). The Warrant Agreement has a term of five
years, and there is no adjustment to the exercise price of the warrants as a
result of the Company issuing securities at lower prices during the term
pursuant to agreements which the Company was a party as of the date of the
Warrant Agreement.
The majority of the Loan Proceeds of the loan were used to: (i) redeem shares of
Series C Redeemable Convertible Preferred Stock of the Company not owned by the
Investor or its affiliates; and (ii) pay in full the secured loan disclosed by
the Company in a Current Report Filed on Form 8-K filed with the SEC on December
17, 2021 that was due on March 8, 2022. The balance of the Loan Proceeds are
available to the Company for working capital purposes.
The foregoing descriptions of the Investor Note, Pledge Agreement, Security
Agreement and Warrant Agreement, do not purport to be complete and are qualified
in their entirety by reference to the Investor Note, Pledge Agreement, Security
Agreement and Warrant Agreement, copies of which are filed as Exhibits 10.1,
10.2, 10.3 and 10.4 to this Current Report on Form 8-K, respectively, and
incorporated in this Item 1.01 by reference in their entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
Exhibit No. Description
10.1 Promissory Note issued by Camber Energy, Inc. to the Investor
Named Therein, dated on or about December 31, 2021
10.2 Pledge Agreement by and between Camber Energy, Inc. and the
Investor Named Therein, dated on or about December 31, 2021
10.3 Security Agreement by and between Camber Energy, Inc. and the
Investor Named Therein, dated on or about December 31, 2021
10.4 Warrant Agreement issued by Camber Energy, Inc. to the Investor
Named Therein, dated on or about December 31, 2021
104 Cover Page Interactive Data File (embedded within Inline XBRL
document)
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