1 unchanged sentence
From time to time, the Company may be involved in litigation relating to claims arising out of commercial operations in the normal course of business.
−Removed: As of March 31, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations.
+Added: As of June 30, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations.
Merger-Related Litigation
4 unchanged sentences
District Court for the Southern District of Texas, Houston Division.
−Removed: The Complaint alleges breaches of fiduciary duty in connection with the merger between Viking and the Company and seek to recover damages for the alleged breaches.
−Removed: The defendants deny the allegations and filed a motion to dismiss the case on April 26, 2024.
+Added: The complaint alleges breaches of fiduciary duty in connection with the merger between Viking and the Company and seeks to recover damages for the alleged breaches.
+Added: The defendants deny the allegations and filed a motion to dismiss the case on April 26, 2024, which remains pending.
Shareholder-Related Litigation
6 unchanged sentences
On October 25, 2023, the Court signed a joint stipulation submitted by the parties, dismissing the case with prejudice.
−Removed: On or about June 30, 2022, the Company was made aware of a Shareholder Derivative Complaint filed in the U.S.
−Removed: District Court for the Southern District of Texas, Houston Division (Case No.
−Removed: 4:22-cv-2167) against the Company, its current directors, and certain of its former directors (the “Houston Derivative Complaint”).
+Added: On or about June 30, 2022, the Company was made aware of a Shareholder Derivative Complaint (Case No.
+Added: 4:22-cv-2167) filed in the U.S.
+Added: District Court for the Southern District of Texas, Houston Division (the “Court”) against the Company, its current directors, and certain of its former directors (the “Houston Derivative Complaint”).
The allegations contained in the Houston Derivative Complaint involve state-law claims for breach of fiduciary duty and unjust enrichment and a federal securities claim under Section 14(a) of the Securities Exchange Act of 1934.
−Removed: On January 20, 2023, the U.S.
−Removed: District Court held that certain claims brought by the plaintiff relating to director actions and statements made in proxy statements prior to June 30, 2019, were time barred, but did not dismiss certain claims brought by plaintiff relating to director actions and statements made in proxy statements after June 30, 2019.
+Added: On January 20, 2023, the Court held that certain claims brought by the plaintiff relating to director actions and statements made in proxy statements prior to June 30, 2019, were time barred, but did not dismiss certain claims brought by plaintiff relating to director actions and statements made in proxy statements after June 30, 2019.
Pursuant to Article 6 of the Amended and Restated Bylaws, on February 15, 2023, the Company’s Board of Directors (the “Board”) formed a Committee of the Board (the “Special Litigation Committee”) to investigate, analyze, and evaluate the remaining allegations in the Houston Derivative Complaint.
The Special Litigation Committee completed its investigation and found no basis to conclude that any Camber officer’s or director’s conduct “involved intentional misconduct, fraud or a knowing violation of law,” which would be required under applicable Nevada law to prevail on any claims for breach of fiduciary duty or federal proxy violations;
−Removed: and, on November 17, 2023, filed with the U.S.
−Removed: District Court a Motion to Terminate or, in the alternative, schedule an evidentiary hearing on the Motion.
−Removed: Briefing on the motion was completed on January 12, 2024, and it remains pending.
−Removed: The defendants deny the allegations contained in the Houston Derivative Complaint.
+Added: and, on November 17, 2023, filed with the Court a Motion to Terminate or, in the alternative, schedule an evidentiary hearing on the Motion.
+Added: Briefing on the Motion was completed on January 12, 2024.
+Added: On or about June 21, 2024, the parties to the Houston Derivative Complaint entered into a Stipulation and Agreement of Settlement (the “Stipulation and Settlement”) to fully, finally, and forever resolve, discharge, and settle all of the claims in the Houston Derivative Complaint, without the defendants admitting any liability, subject to approval of the Court and subject to the terms and conditions thereof.
+Added: A copy of the Stipulation of Settlement along with copies of the associated Notice of Proposed Settlement of Derivative Actions, Final Approval Hearing, and Right to Appear, have been posted to the Investor’s Overview section of the Company’s website ( http://camber.energy/ ).
+Added: Any fees to be paid to the plaintiffs’ attorneys and/or the plaintiff(s) in connection with or pursuant to the Stipulation and Settlement will be paid by the Company’s insurer.
+Added: On July 2, 2024, the Court issued an order providing for preliminary approval of the Stipulation and Settlement and set a final approval hearing for September 12, 2024.
+Added: At June 30, 2024, the Company recorded an accrued liability in respect of the proposed settlement and a receivable related to the insurance proceeds in the amount of $700,000, the minimum amount specified in the Stipulation and Settlement.
Maranatha Oil Matter
8 unchanged sentences
Petrodome Matter
−Removed: In or about late 2011 or early 2012, Petrodome Operating, LLC (“Petrodome Operating”), a wholly owned subsidiary of Petrodome (which in or about December, 2017 become a wholly owned subsidiary of Viking), on behalf of various working interest owners, including Petrodome East Creole, LLC, another subsidiary of Petrodome Energy, LLC, coordinated the drilling of an approx.
+Added: In or about late 2011 or early 2012, Petrodome Operating, LLC, a wholly owned subsidiary of Petrodome (which in or about December, 2017 become a wholly owned subsidiary of Viking), on behalf of various working interest owners, including Petrodome East Creole, LLC, another subsidiary of Petrodome Energy, LLC, coordinated the drilling of an approx.
13,000 foot well in the Kings Bayou Field in Cameron Parish, LA.
7 unchanged sentences
At December 31, 2023, the Company recorded an accrued liability in respect of this settlement and a receivable related to the insurance proceeds in the amount of $4.15 million.
−Removed: In or about February, 2024, the action commenced by the Mineral Owners was dismissed with prejudice and the settlement was paid.
+Added: In February, 2024, the action commenced by the Mineral Owners was dismissed with prejudice and the settlement was paid with insurance proceeds.
+Added: Petrodome et al.
+Added: On or about September 15, 2023, Archrock Partners Operating LLC filed a Petition (Court File No.
+Added: 2013-4090) in Harris County, TX against Petrodome Energy, LLC, a wholly-owned subsidiary of Viking Energy Group, Inc., Petrodome Operating, LLC, Pointe a la Hache LLC and Potash LLC alleging the defendants owe approximately $400,000 on account of unpaid rental fees in connection with compressors located on oil & gas properties leased by Pointe a la Hache LLC and Potash LLC.
+Added: Petrodome Operating LLC was the contracted operator for the properties for a certain period of time.
+Added: Petrodome Energy and Petrodome Operating, LLC deny the plaintiff’s allegations against them.
+Added: In or about May, 2024, the plaintiff added Viking and James Doris as defendants to the subject complaint.
+Added: Viking and Mr.
+Added: Doris deny the allegations against them.
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.