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Item 9A. Controls and Procedures

2024-08-26 compared with 2022-06-08 · 297 added, 442 removed, 336 unchanged (69% of the section changed)

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Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Annual Report on Form 10-K, our management, with the participation of our Interim Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2020, as required by Rule 13a-15 of the Exchange Act.

Based on the evaluation described above, our management, including our interim principal executive officer and principal financial officer, have concluded that, as of March 31, 2020, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Annual Report on Form 10-K, our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023, as required by Rule 13a-15 of the Exchange Act.

Based on the evaluation described above, our management, including our principal executive officer and principal financial officer, have concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed under the supervision of our Interim Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

Internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

GAAP and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

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The Company lacks sufficient internal resources to analyze and interpret accounting for certain complex features of the Series C Preferred shares and other complex accounting issues;

The Company does not have enough competent accounting staff and senior management that can provide proper oversight and detection of errors.

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2020 based on the criteria framework established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

Based on the assessment, our management has concluded that our internal controls over financial reporting were not effective as of March 31, 2020.

The Company has not designed controls to ensure that financial information is reviewed and approved by an individual at the same or higher level than the preparer of the financial information.

Specifically, the CFO is the primary preparer of most of the financial information, including the complex accounting areas such as equity transactions, derivative liabilities, impairment and business combinations.

There is no review or approval of this information.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria framework established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

Based on the assessment, our management has concluded that our internal controls over financial reporting were not effective as of December 31, 2023.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Management of the Company is addressing these material weaknesses by hiring additional staff and seeking the assistance of subject matter experts for accounting advice on complex matters.

Limitations on the Effectiveness of Controls

The Company’s disclosure controls and procedures are designed to provide the Company’s Interim Chief Executive Officer and Chief Financial Officer with reasonable assurances that the Company’s disclosure controls and procedures will achieve their objectives.

The Company’s disclosure controls and procedures are designed to provide the Company’s Principal Executive Officer and Principal Financial Officer with reasonable assurances that the Company’s disclosure controls and procedures will achieve their objectives.

However, the Company’s management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting can or will prevent all human error.

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Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have not been any changes in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The following table and accompanying descriptions indicate the name of each officer and director, including their age, principal occupation or employment, and the year in which each person first became a director.

Elected/Appointed as

Date First Elected/Appointed as Officer or Director

Chief Executive Officer and Director

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Chief Financial Officer, and Treasurer

December 23,2020

Former Interim Chief Executive Officer

January 11, 2018

Robert Schleizer

Former Chief Financial Officer, Treasurer and Director

October 6, 2017

September 1, 2023

January 11, 2018

July 10, 2018

Robert Greene

December 23, 2020

David Herskovits

December 7, 2023

Information Concerning the Board of Directors and its Committees.

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There are no agreements with respect to the election of directors.

We have historically compensated our directors for service on the Board and committees thereof through the issuance of shares of common stock, stock options and cash compensation for meeting fees.

Additionally, we reimburse directors for expenses incurred by them in connection with the attendance at meetings of the Board and any committee thereof (as described below).

We have historically compensated our directors for their service on the Board and committees thereof through the issuance of shares of common stock, stock options and cash compensation for meeting fees.

Additionally, we reimburse directors for expenses incurred by them in connection with their attendance at meetings of the Board and any committee thereof (as described below).

The Board appoints annually the executive officers of the Company and the executive officers serve at the discretion of the Board.

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Doris graduated cum laude from the University of Ottawa.

Chief Financial Officer

Barker was appointed as Chief Financial Officer for the Company on December 23, 2020 in conjunction with the acquisition of Viking by the Company.

Barker is a Certified Public Accountant licensed to practice in the State of Florida.

Barker has been providing professional services to Viking Energy Group, Inc.

since the beginning of 2015.

On December 29, 2017, Mr.

Barker accepted the position as Chief Financial Officer of Viking Energy Group, Inc.

Barker has vast experience providing strategic, financial, accounting and tax-related services in various capacities to both Public and Private entities, including Compliance Reporting with the Securities and Exchange Commission, the planning, preparation and oversight of annual audit functions, presentation of financial data to Public Company Boards, turn-around management, bankruptcy and asset recovery, Strategic planning for survival of troubled companies, financial forecasting and cash flow management, litigation support and forensic analysis, mergers and acquisitions and reverse mergers.

Barker has served as Chief Financial Officer of several Public Companies with Revenues in excess of $40 million.

Barker’s Industry experience include the fields of Defense Contracting, Manufacturing, Alternative Energy, Electrical Contracting, Healthcare Research and Construction, Oil and Gas, Health Care Services and Administration, Not for Profit, Retail, Distribution, Gaming, Real Estate, Professional Services, Internet Technologies, Media Communications, Web Based Technologies, Banking, Investments, Insurance, Private Equity, Municipal and County Governments and Treasure Exploration.

Barker received a B.A.

in Accounting and Finance from the University of South Florida, Tampa, Florida in 1978.

Schott, Interim Chief Executive Officer

Schott has served as the Interim Chief Executive Officer of the Company since May 25, 2018.

Schott has over 25 years of legal and business experience with 20 years in the oil and gas industry, including a strong background in restructuring, mergers and acquisitions, public company regulations and requirements, title, energy finance, business development, general negotiations and land.

Schott’s recent restructuring experience includes restructurings within and outside of bankruptcy and both public, traded on the TSX and NYSE American, and private entities.

Prior to being engaged as Interim Chief Executive Officer of the Company, Mr.

Schott served as an advisor to the Company (a position he held between December 2017 and the date he was appointed as Interim Chief Executive Officer, May 25, 2018) and is also an advisor to other companies in various stages of growth.

Schott was recently the Interim Chief Executive Officer of EnerJex Resources, Inc., a Nevada corporation listed on the NYSE American (“ EnerJex ”), a position which he held from February 2017 to March 2018.

As CEO, he led restructuring efforts, cost reductions and the successful completion of a merger between EnerJex and a privately held company (AgEagle Aerial Systems, Inc.).

Schott was previously General Counsel and Treasurer of TexOak Petro Holdings LLC (“ TexOak ”) and its subsidiaries including Equal Energy (“ Equal ”), from 2009 through August 2016, where he actively performed all legal functions, including corporate structure and governance, negotiation of oil and gas acquisitions and divestitures, drafting review and certification of all corporate and financial documents, legal and land due diligence, corporate finance, litigation management, risk management, insurance, corporate policies, and human resource management.

At TexOak, Mr.

Schott successfully managed two mergers including the merger with Equal, a Canadian public company dually listed on the New York Stock Exchange and the Toronto Stock Exchange and Equal’s subsequent privatization and redomestication.

Schott was also instrumental in working with the CEO and the Board in guiding Petroflow’s predecessor through restructuring and bankruptcy emerging as a private company with no debt and capital to grow.

Prior to joining TexOak’s subsidiary, Petroflow, in 2005, Mr.

Schott served in various senior roles with TDC Energy (“ TDC ”) from 1996 through 2005.

Prior to TDC, Mr.

Schott was an oil and gas attorney with Liskow & Lewis in New Orleans.

Schott is a graduate of Tulane University with an MBA and a Juris Doctorate.

Schott is also a non-practicing unlicensed Certified Public Accountant.

Robert Schleizer, Chief Financial Officer and Director

Schleizer has served as Chief Financial Officer (beginning as Interim Chief Financial Officer) since June 2, 2017, as a member of the Board of Directors since October 6, 2017, and as Treasurer of the Company since January 9, 2018.

Schleizer has over 30 years of financial and operational experience serving private and public companies in financial and organization restructuring, crisis management, acquisitions and divestitures, and equity and debt financings across multiple industries.

He is a co-founder of BlackBriar Advisors LLC, a business renewal and acceleration firm, where he has served as Managing Partner since 2010.

Prior to BlackBriar, Mr.

Schleizer served as Chief Financial Officer and Director for Xponential, Inc., a public holding company that owned 34 specialty finance and retail stores, from 2001 to 2013, and as a Managing Director for BBK, an international financial advisory firm, where he provided restructuring and refinancing financial advisory services.

Schleizer holds a Bachelor of Science in Accounting from Arizona State University and is a Certified Turnaround Professional.

Effective August 17, 2017, Mr.

Schleizer was appointed as Interim Chief Financial Officer and principal accounting/financial officer of Enerjex Resources, Inc., a position he held until March 26, 2018.

Director Qualifications:

Schleizer has served as a director of many private and public companies in the past and his industry financial expertise makes him an asset to the Company and qualified to serve as a director of the Company.

John McVicar, Chief Financial Officer

McVicar joined Viking as CFO in June 2022 and was named CFO of Camber on September 1, 2023.

He brings 35 years of international business experience in Management Consulting and Finance.

He is a retired partner of EY LLP where he spent a total of 23 years in management consulting and audit.

He has also served as CFO of TSX and TSXV listed companies and held several regional finance leadership roles with large U.S.

and Canadian multinationals in Canada, the U.S., South America and Asia.

McVicar is a CPA, CA and received an MBA from Duke University and a B.

Comm from Queen's University.

He also holds an ICD.D from the Institute of Corporate Directors.

Zeidman, Director

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Zeidman was appointed as Chairman of Gordian Group LLC, a U.S.

investment bank specializing in board level advice in complex, distressed or “ story ” financial matters.

investment bank specializing in board level advice in complex, distressed or “ stor y” financial matters.

Zeidman currently serves as Director of External Affairs of MCNA Dental, lead Director of Straight Path Communications, Inc., Director REMA and Director Prosperity Bank in Houston.

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The Board of Directors believes that Mr.

Zeidman is highly qualified to serve as a member of the Board due to his significant experience serving as a director of public and private companies and institutions and his substantial understanding of the oil and gas industry in general.

Miller, Director

Miller is a retired corporate executive, having served as president and CEO of several energy companies.

He has previously served on the Board of Directors of companies listed on NYSE, NASDAQ and the Australian Stock Exchange.

From 2009 until 2016, Mr.

Miller served as a Director of Guardian 8 Holdings.

From December 31, 2010 through March 2018, he was a Director of Enerjex Resources, Inc.

(NYSE American), an oil and gas exploration and production company, and chaired the Audit Committee.

In March 2018, Enerjex executed a merger which concluded his Board service.

He also served on the Board of Trustees of The Nature Conservancy, Missouri Chapter, for 16 years and is a past Board Chair.

Miller holds a BS in Electrical Engineering and an MBA in management from the University of Wisconsin-Madison.

Zeidman is highly qualified to serve as a member of the Board of Directors due to his significant experience serving as a director of public and private companies and institutions and his substantial understanding of the oil and gas industry in general.

Robert Green, Director

Robert Green was appointed to the Board of Directors in conjunction with the acquisition of Viking and is a former Fortune 100 chief executive officer in the energy, telecommunication and utility industries, and has extensive experience in capital markets, mergers and acquisitions, and regulatory and legislative strategies.

Green has served on the boards of directors of seven publicly traded companies and was elected chairman of the board of two New York Stock Exchange (NYSE) companies and three other publicly listed companies.

He guided these companies and others in capital markets strategies involving initial public offerings (IPOs) and private investments with a combined value of more than $5 billion and more than 50 merger, acquisition and divestiture transactions, some of which surpassed $1 billion.

Green has been a Partner at the law firm Husch Blackwell since 2003.

Director Qualifications:

The Board of Directors believes that Mr.

Miller is highly qualified to serve as a member of the Board due to his experience having served as president and CEO of several energy companies and serving on the Board of Directors of several publicly-traded companies.

Green is highly qualified to serve as a member of the Board of Directors due to his experience having served as a CEO of a publicly traded company and having served on the Board of Directors of several publicly traded companies.

David Herskovits, Director

Herskovits is a retired audit partner of Deloitte & Touche LLP.

Herskovits joined Deloitte in 1974, was admitted to the partnership in 1985, and retired in 2013.

During his career, Mr.

Herskovits was responsible for major audit engagements for public and private companies.

He also served in several technical and quality assurance roles at the firm.

Herskovits received an MBA from Harvard University and a B.S.

from Cornell University.

Herskovits previously served as a Director of Viking.

Director Qualifications:

The Board of Directors believes that Mr.

Herskovits is highly qualified to serve as a member of the Board of Directors due to his experience having been a partner for several years of an internationally recognized accounting firm and having served on the Board of Directors of Viking, including serving as Chair of Viking’s Audit Committee, for approximately five years.

Fisher, Director

Fisher practiced securities law in New York City for over 40 years.

He was Partner in the law firm Orrick, Herrington & Sutcliffe for 11 years until retirement in 2002.

While at the firm, Mr.

Fisher was Partner-In-Charge of the New York office and a member of the firm’s Executive Committee.

Prior to Orrick, Mr.

Fisher was a partner in the New York law firm Kelley, Drye & Warren for 10 years, including 3 years as a member of the firm’s Executive Committee, and prior to his time at Kelley, Drye & Warren, Mr.

Fisher was associate and then partner in the law firm Parker, Chapin and Flattau for an aggregate of 22 years, 5 as an associate and the remainder as a partner.

There, too, Mr.

Fisher was a member of the firm’s Executive Committee.

Fisher graduated from Columbia College in 1960 and Columbia Law School in 1963 and was a Research Fellow at the London School of Economics from 1963-1965.

Fisher was a member of the Board of Directors of National Bank of New York City in excess of 30 years until retirement in 2000, and he was a member of the Board of Directors of Financial Federal Corporation until its sale 7 years ago.

In December 2020, Mr.

Fisher joined the Board of GBS, Inc., a publicly traded life science company.

Fisher previously served as a Director of Viking.

Director Qualifications:

The Board of Directors believes that Mr.

Fisher is highly qualified to serve as a member of the Board of Directors due to his experience having advised several publicly traded companies for approximately 40 years and having served on the Board of Directors of Viking for approximately five years.

Family Relationships

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There are no agreements with respect to the election of directors.

We have previously compensated our directors for service on the Board and committees thereof through the issuance of shares of common stock, stock options and cash compensation for meeting fees.

Additionally, we reimburse directors for expenses incurred by them in connection with the attendance at meetings of the Board and any committee thereof (as described below).

We have previously compensated our directors for their service on the Board and committees thereof through the issuance of shares of common stock, stock options and cash compensation for meeting fees.

Additionally, we reimburse directors for expenses incurred by them in connection with their attendance at meetings of the Board and any committee thereof (as described below).

The Board appoints annually the executive officers of the Company and the executive officers serve at the discretion of the Board.

The Board of Directors does not currently have a lead director.

However, because of its capable and experienced independent directors and its strong committee system (as described more fully below), we believe this leadership structure is appropriate for the Company and allows the Board of Directors to maintain effective oversight and management and, therefore, a lead director is not necessary at this time.

Executive Sessions of the Board

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Communicating with our Board

Stockholders may contact the Board about bona fide issues or questions about the Company by writing the Secretary at the following address:

Secretary, Camber Energy, Inc., 1415 Louisiana, Suite 3500, Houston, Texas 77002.

Stockholders may contact the Board about bona fide issues or questions about the Company by writing to the Secretary at the following address:

Secretary, Camber Energy, Inc., 12 Greenway Plaza, Suite 1100, Houston, Texas 77046.

Our Secretary, upon receipt of any communication other than one that is clearly marked “ Confidential ,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed.

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Board and Committee Activity and Compensation

For the fiscal year ending March 31, 2020, the Board held 14 meetings and took various other actions via the unanimous written consent of the Board and the various committees described below.

All directors attended at least 75% of the Board of Directors meetings and committee meetings relating to the committees on which each director served.

All of the then current directors attended our fiscal year 2020 Annual Stockholder meeting held on March 11, 2020.

For the fiscal year ending December 31, 2023, the Board of Directors held video conferences and corresponded via email as necessary but held no formal meetings.

All material decisions of the Board of Directors were evidenced via the unanimous written consent of the Board of Directors and the various committees described below.

Though no formal meetings were held, all directors attended at least 75% of the Board of Directors’ video conferences.

All of the then current directors attended our fiscal year 2023 Annual Stockholder meeting held on December 7, 2023.

The Company encourages but does not require all directors to be present at annual meetings of stockholders.

The Board has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee.

Fred Zeidman and Mr.

Miller are “ independent ” members of the Board, as defined in Section 803(A) of the NYSE American Company Guide.

Fred Zeidman, Mr.

Robert Green, Mr.

David Herskovits and Mr.

Fisher are “ independent ” members of the Board, as defined in Section 803(A) of the NYSE American Company Guide.

Committee membership and the functions of those committees are described below.

Board of Directors Committee Membership

Audit Committee

Nominating and

Robert Schleizer

Compensation Committee

Nominating and Governance Committee

David Herskovits

C – Chairman of Committee

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The Board has selected the members of the Audit Committee based on the Board’s determination that the members are financially literate and qualified to monitor the performance of management and the independent auditors and to monitor our disclosures so that our disclosures fairly present our business, financial condition and results of operations.

The Audit Committee’s function is to provide assistance to the Board in fulfilling the Board’s oversight functions relating to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence and the performance of the Company’s independent auditors, and perform such other activities consistent with its charter and our Bylaws as the Committee or the Board deems appropriate.

The Audit Committee’s function is to provide assistance to the Board in fulfilling the Board’s oversight functions relating to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence and the performance of the Company’s independent auditors, and to perform such other activities consistent with its charter and our Bylaws as the Committee or the Board deems appropriate.

The Audit Committee produces an annual report for inclusion in our proxy statement.

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The Board has determined that Mr.

Fred Zeidman and Mr.

Miller are “ independent, ” and that Mr.

Miller is an “ audit committee financial expert ” (as defined in the SEC rules) because he has the following attributes:

Fred Zeidman, Mr.

Fisher and Mr.

David Herskovits are “ independent, ” and that Mr.

Herskovits is an “ audit committee financial expert ” (as defined in the SEC rules) because he has the following attributes:

(i) an understanding of generally accepted accounting principles in the United States of America (“ GAAP ”) and financial statements;

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Miller has acquired these attributes by means of having held various positions that provided relevant experience, as described in his biographical information above.

For the fiscal year ending March 31, 2020, the Audit Committee held four formal meetings, and took various actions via a unanimous written consent of the committee.

For the fiscal year ending December 31, 2023, the Audit Committee held four formal meetings, via video conference, each taking place prior to the filing of the Companies’ annual and quarterly reports.

The Audit Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ” and was filed as Exhibit 14.3 to our Annual Report on Form 10-K/A for the year ended March 31, 2009, filed with the Commission on July 29, 2009.

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The Compensation Committee may delegate its authority to subcommittees of independent directors, as it deems appropriate.

For the fiscal year ending March 31, 2020, the Compensation Committee held no formal meetings.

For the fiscal year ending December 31, 2023, the Compensation Committee held no formal meetings.

The Compensation Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ” and was filed as Exhibit 14.5 to our Annual Report on Form 10-K/A for the year ended March 31, 2009, filed with the Commission on July 29, 2009.

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In addition, the Company’s Bylaws permit stockholders to nominate directors at an annual meeting of stockholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting pursuant to the requirements of the Company’s Bylaws and applicable NYSE American and SEC rules and regulations.

For the fiscal year ending March 31, 2020, the Nominating and Governance Committee held no formal meetings, but did take various actions via a unanimous written consent of the committee.

For the fiscal year ending December 31, 2023, the Nominating and Governance Committee held no formal meetings, but did take various actions via a unanimous written consent of the committee.

The Nominating and Governance Committee’s charter is available on our website at www.camber.energy at “ Governance ” - “ Policies ” and was filed as Exhibit 99.2 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2013, filed with the Commission on June 28, 2013.

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These recommendations should be submitted in writing to the Company, Attn:

Secretary, Camber Energy, Inc., 1415 Louisiana, Suite 3500, Houston, Texas 77002.

Secretary, Camber Energy, Inc., 12 Greenway Plaza, Suite 1100, Houston, Texas 77046.

The proposing stockholder should also include his or her contact information and a statement of his or her share ownership.

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Delinquent Section 16(a) Reports

The Company’s previous Chief Financial Officer, Frank Barker, filed a late Form 3 on August 2, 2023, which should have been filed within 10 days after December 23, 2020, the date that the Reporting Person became subject to Section 16 of the Exchange Act.

The Company’s current Chief Financial Officer, John McVicar, filed a late Form 3 on March 8, 2024, which should have been filed within 10 days after September 1, 2023, the date that the Reporting Person became subject to Section 16 of the Exchange Act.

The Company’s Director, Robert Green, filed a late Form 3 on August 3, 2023, which should have been filed within 10 days after December 23, 2020, the date that the Reporting Person became subject to Section 16 of the Exchange Act.

The late filings were due to administrative oversight.

CODE OF BUSINESS AND ETHICAL CONDUCT

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Compensation Recovery

Under the Sarbanes–Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer.

We plan to implement a clawback policy in the future, although we have not yet implemented such policy.

Effective December 1, 2023, the Company adopted a Compensation Recovery Policy which implements the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as required under the listing standards of the New York Stock Exchange, and requires recovery of incentive-based compensation received by current or former executive officers during the three fiscal years preceding the date it is determined that the Company is required to prepare an accounting restatement.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of our Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the most highly compensated executive officer other than the CEO and CFO who was serving as an executive officer of the Company at the end of March 31, 2020 and 2019 (the Company did not have any executive officers other than its CEO and CFO as of March 31, 2020), and up to two additional individuals for whom disclosure would have been required had they been serving as an executive officer at the end of the last completed fiscal year (collectively, the “ Named Executive Officers ”).

(the Company did not have any executive officers other than its CEO and CFO as of December 31, 2023 and December 31, 2022), and up to two additional individuals for whom disclosure would have been required had they been serving as an executive officer at the end of the last completed fiscal year (collectively, the “ Named Executive Officers ”).

Name and Principal Position

Period Ending

Compensation*

$ 300,000 (4)

Interim Chief Executive Officer (1)

December 31, 2023

$ 390,000 (2)

Robert Schleizer

Chief Executive Officer (1)

December 31, 2022

December 31, 2023

$ 120,000 (4)

Chief Financial Officer (3)

December 31, 2022

December 31, 2023

Former Interim Chief Executive Officer (5)

December 31, 2022

December 31, 2023

$ 160,000 (8)

Former Chief Executive Officer (3)

Former Chief Financial Officer (7)

December 31,2022

$ 240,000 (8)

* Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above.

The value of the Stock Awards in the table above was calculated based on the fair value of such securities calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

Schott has served as the Interim Chief Executive Officer of Camber since May 25, 2018.

(3) From June 2, 2017 to May 25, 2018, Mr.

Azar II served as the Interim Chief Executive Officer (through January 9, 2018) and then Chief Executive Officer of Camber.

On December 28, 2017, the Board approved compensation of $10,000 per month to Mr.

Azar for services which he rendered over the last seven months of calendar 2017, and compensation of $35,000 per month beginning in January 2018, for future services as CEO, which services as CEO were terminated in May 2018.

Effective on June 21, 2018, Mr.

Azar resigned as a member of the Board of Directors.

Schott works on a consulting basis through Fides Energy LLC.

(5) Represents amounts paid to Mr.

Schott in connection with reimbursement for health insurance premiums.

Schleizer is the Managing Partner of BlackBriar Advisors LLC (“ BlackBriar ”).

In addition to financial management, BlackBriar provides accounting, treasury, administrative and financial reporting services to Camber.

Total fees paid by Camber to BlackBriar during the years ended March 31, 2020 and 2019 were $485,000 and $713,000, respectively, of which Mr.

Schleizer attributed $200,000 to his services as Chief Financial Officer for each of 2020 and 2019.

Schleizer also received director’s fees from Camber for the years ended March 31, 2020 and March 31, 2019 of $53,333 and $26,666, respectively.

(7) Includes $90,000 paid to McClowd Dynamics, Ltd.

(an entity which Mr.

Azar owns and controls) in fiscal 2019.

Compensation Agreements

Severance Agreement

Effective on June 2, 2017, Mr.

Schnur’s employment as Chief Executive Officer of the Company was terminated.

In connection with such termination, the Company entered into a severance agreement with Mr.

Schnur, which provided (as amended), for Mr.

Schnur to be issued 1 share of common stock and the payment of $168,000 in total compensation (payable over time).

The payments owed as of March 31, 2018 of $79,025 were accrued and included in Accrued Expenses on the balance sheet.

The Settlement Shares were issued in February 2018.

During the year ended March 31, 2019 the Company paid all remaining amounts to Mr.

Schnur pursuant to the original settlement.

The Company and Mr.

Schnur entered into an amendment to the severance agreement on April 8, 2019, pursuant to which the Company paid Mr.

Schnur $10,000 in lieu of the payment of payroll taxes on amounts previously paid to Mr.

Schnur under the original settlement.

Separation and Release Agreement

Effective on May 25, 2018, Richard N.

Azar II resigned as Chief Executive Officer of the Company.

Pursuant to a Separation Agreement entered into with Mr.

Azar, he released the Company from claims in connection with various employment related statutes and laws and the Company agreed to pay him a severance payment of $150,000 and to grant him warrants to purchase 32 shares of our common stock at an exercise price of $12,187.50 per share.

Engagement Agreement

Effective upon Mr.

Azar’s resignation, the Board of Directors of the Company appointed Mr.

Schott as Interim Chief Executive Officer of the Company.

In connection with Mr.

Schott’s appointment as Interim Chief Executive Officer of the Company, the Company entered into an engagement letter with Fides Energy LLC (“ Fides ”).

Pursuant to the letter, Fides agreed to supply Mr.

Schott’s services to the Company as Interim Chief Executive Officer and we agreed to pay Fides $25,000 per month for the use of Mr.

Schott’s services.

The agreement can be terminated by either party with 90 days’ notice and terminates automatically upon the death of Mr.

Pursuant to the agreement, Mr.

Schott is also eligible to receive bonus compensation at the discretion of the Board of Directors.

Letter Agreement

Effective on December 1, 2017, the Company entered into a letter agreement with BlackBriar Advisors LLC (“ BlackBriar ”), pursuant to which BlackBriar agreed to provide advisory and accounting services to the Company and to make Mr.

Robert Schleizer available to the Company as the Company’s Chief Financial Officer.

In consideration for such services, the Company agreed to pay BlackBriar a fee of $40,000 per month, and to reimburse BlackBriar for reasonable customary and necessary expenses including for travel and related costs.

BlackBriar is also eligible for bonuses in the discretion of the Compensation Committee of the Company.

The letter agreement includes customary indemnification obligations and can be terminated at any time upon written notice of either party.

No executive officer earned any bonus, stock awards, option awards, non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above.

Doris was appointed as Chief Executive Officer on December 23, 2020.

The amounts included in “Consulting Fees/Salary” for the years ended December 31, 2023 and 2022, are comprised of $390,000 and $240,000, respectively, paid AGD Advisory Group, Inc., a company affiliated with Mr.

McVicar was appointed as Chief Financial Officer on September 1, 2023.

The amounts included in “Consulting Fees/Salary” for the year ended December 31, 2023, are comprised of $120,000 and nil, respectively, paid to 1508586 Alberta Ltd., a company affiliated with Mr.

Schott served as the Interim Chief Executive Officer of Camber from May 2018 through his resignation on December 23, 2020.

Schott worked on a consulting basis through Fides Energy LLC (“Fides”).

Total fees paid by Camber to Fides during the years ended December 31, 2023 and 2022 were nil and $14,860, respectively.

Barker served as Chief Financial Officer from December 23, 2020 to August 31, 2023.

The amounts included in “Consulting Fees/Salary” for the years ended December 31, 2023 and 2022, are comprised of $160,000 and $240,000, respectively, paid FWB Consulting, Inc., a company affiliated with Mr.

Employment Agreements

As of December 31, 2023, the Company did not have any formal compensation arrangements with any executive.

Effective from the date of the Merger (August 1, 2023), the Company has orally agreed to pay $50,000 per month to AGD Advisory Group, Inc., an affiliate of James Doris, our Chief Executive Officer for professional services he renders to the Company, and $30,000 per month to 1508586 Alberta Ltd., an affiliate of John McVicar, our Chief Financial Officer, for professional services he renders to the Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

None of our Named Executive Officers had any stock options or stock awards outstanding as of March 31, 2020.

None of our Named Executive Officers had any stock options or stock awards outstanding as of December 31, 2023.

DIRECTOR COMPENSATION

The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended March 31, 2020.

Fees Earned or

Paid in Cash ($)*

Option Awards ($)

All Other Compensation

The following table sets forth compensation information with respect to our non-executive directors for the year ended December 31, 2023.

David Herskovits (2)

Miller elected not to seek re-election as a Director on December 7, 2023.

Herskovits was elected as a Director on December 7, 2023.

Fisher was elected as a Director on December 7, 2023.

The table above does not include the amount of any expense reimbursements paid to the above directors.

No directors received any Stock Awards, Non-Equity Incentive Plan Compensation, or Nonqualified Deferred Compensation Earnings during the period presented.

No directors received any Stock Awards, Option Awards, Non-Equity Incentive Plan Compensation, or Nonqualified Deferred Compensation Earnings during the period presented.

Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

The Company pays each member of the Board of Directors their pro rata portion of a $40,000 quarterly Board fee in cash, payable in arrears and based on the number of members of the Board at the end of each calendar quarter (for example if there are three (3) members of the board at the end of a calendar quarter, each member would receive $13,333 in total compensation for such applicable calendar quarter).

In 2023 and 2022, the Company paid each member of the Board of Directors a fee of $13,333 per quarter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table presents certain information as of June 24, 2020, as to:

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table presents certain information as of December 31, 2023, as to:

The 2014 Stock Incentive Plan (the “2014 Plan”),

The Lucas Energy, Inc.

2012 Stock Incentive Plan (the “2012 Plan”);

The Lucas Energy, Inc.

2010 Long Term Incentive Plan (the “2010 Plan”) and

Viking’s legacy 2011 Fiscal Year Professional/Consultant Stock Compensation Plan (the “Viking Plan”).

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table presents certain information as of December 31, 2023, as to:

each stockholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock,

2 unchanged sentences

all directors and executive officers as a group.

The percentages shown in the table under the column “ Percent ” are based on 12,455,929 shares of common stock outstanding as of June 24, 2020.

The percentage ownership of our common stock in the table is based on 144,663,684 shares of common stock issued and outstanding as of December 31, 2023, assuming exercise of all warrants to purchase common stock and the conversion of all shares of Series A Preferred Stock and Series C Preferred Stock issued and outstanding as of December 31, 2023, subject to applicable beneficial ownership limitations.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.

1 unchanged sentence

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 1415 Louisiana, Suite 3500, Houston, Texas 77002.

Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 12 Greenway Plaza, Suite 1100, Houston, Texas 77046.

of Shares of Common Stock

Percent of Common

Percent of Common Stock

Executive Officers and Directors

Robert Schleizer

Azar II (+)(1)

All Executive Officers and Directors as a Group (Four Persons)

Greater than 5% Stockholders

Discover Growth Fund (2)

* Indicates beneficial ownership of less than 1% of the outstanding common stock.

(+) Named Executive Officer who no longer has any affiliation or contact with the Company.

Information disclosed is based solely on our review of our record stockholders’ list, without independent verification, and including for purposes of the table above, ownership only in the name of the applicable holder and those entities which the holder is listed as a contact person for.

The applicable stockholder may actually beneficially own more or less shares than as disclosed above.

Box 6172 San Antonio, Texas 78209.

(2) 103 South Church Street, 4 th Floor, Grand Cayman KYI-002, Cayman Islands.

The holder holds 2,951 shares of Series C Redeemable Convertible Preferred Stock;

provided that the Company may not issue shares which, when aggregated with all other shares of common stock then deemed beneficially owned by the holder, would result in the reporting person holding at any one time more than 9.99% of all common stock outstanding immediately after giving effect to such issuance.

To the best of the Company’s knowledge, David Sims has voting and dispositive control over the securities held by Discover Growth Fund.

Does not include, as of June 24, 2020, a total of approximately 5,678,792 shares of common stock which were due to Discover, as of such date, which are held in abeyance until such issuances are requested by Discover, subject to the 9.99% ownership limitation set forth in the designation of the Series C Preferred Stock.

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted-average exercise price of outstanding options, warrants and rights (b)

Number of securities available for future issuance under equity compensation plans (excluding those in column (a))

Equity compensation plans approved by the security holders

Equity compensation plans not approved by the security holders

Includes any compensation plan and individual compensation arrangement of the Company under which equity securities of the Company are authorized for issuance to employees, or non-employees including directors, consultants, advisors, vendors, customers, suppliers or lenders in exchange for consideration in the form of goods or services, as of March 31, 2020.

Includes the weighted average exercise price of outstanding options, warrants, and rights identified in (a).

David Herskovits (2)

All Executive Officers and Directors as a Group (Six Persons)

Includes 1,666,667 warrants to purchase common stock, 222,223 shares of common stock, and partial conversion of 28,092 Series A Preferred Stock, subject to a 9.99% ownership restriction.

Includes 66,667 warrants to purchase common stock and 7,223 shares of common stock.

Includes 44,444 warrants to purchase common stock and 2,879 shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

There have been no other transactions between us and any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, or any member of the above referenced individual’s immediate family, since the beginning of the Company’s last fiscal year, and there is not currently any proposed transaction, in which the Company was or is to be a participant, where the amount involved exceeds $120,000, and in which we had or will have a direct or indirect material interest, except as set forth below or otherwise disclosed above under “Item 11.

Executive Compensation“ and “Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities“ - “Recent Sales of Unregistered Securities“, which information, as applicable, is incorporated by reference into this “Item 13.

Certain Relationships and Related Transactions, and Director Independence“.

N&B Energy Asset Disposition Agreement

On July 12, 2018, Camber entered into an Asset Purchase Agreement (the “ Sale Agreement ”), as seller, with N&B Energy, LLC (“ N&B Energy ”) as purchaser, which entity is affiliated with Richard N.

Azar II, Camber’s former Chief Executive Officer and former director, and Donnie B.

Seay, Camber’s former director.

Pursuant to the Sale Agreement, Camber agreed to sell to N&B Energy a substantial portion of its assets, including all of the assets acquired pursuant to the terms of a December 31, 2015 Asset Purchase Agreement with Segundo Resources, LLC (“ Segundo ”, which entity is controlled by Mr.

Azar) and certain other more recent acquisitions, other than the production payment and overriding royalty interests discussed below (the “ Disposed Assets ”).

In consideration for the Disposed Assets, N&B Energy agreed to pay Camber $100 in cash, to assume all of Camber’s obligations and debt owed under its outstanding loan agreement with International Bank of Commerce (“ IBC Bank ”), which had a then outstanding principal balance of approximately $36.9 million and Segundo agreed to enter into the Segundo Settlement, described below.

Segundo Settlement

On July 12, 2018, Camber entered into a Compromise Settlement Agreement and Mutual Release with Segundo, which is owned and controlled by Mr.

Azar, in partial consideration for N&B Energy agreeing to enter into the Sale Agreement.

Pursuant to the Segundo Settlement, Segundo surrendered 1 share of common stock valued at $1,191,875 per share as of the effective date of the closing of the acquisition contemplated by the December 31, 2015 Asset Purchase Agreement (which closing effective date was April 1, 2016) for cancellation (which cancellation occurred in October 2018), and released Camber from any and all claims which Segundo previously alleged were owed under the terms of the December 31, 2015 Asset Purchase Agreement.

Camber and Segundo also provided each other full releases in connection with the December 31, 2015 Asset Purchase Agreement and Segundo agreed to indemnify Camber and hold it harmless against any claims made by the other sellers under the December 31, 2015 Asset Purchase Agreement.

First Amendment to Sale Agreement

Also on August 3, 2018, Camber and N&B Energy entered into a First Amendment to Asset Purchase Agreement (the “ First Amendment ”), which amended the terms of the Sale Agreement to (a) modify, clarify and replace certain of the exhibits to the original Sale Agreement, including the terms of the overriding royalty interests and production payment agreed to be granted to Camber as part of such Sale Agreement;

(b) amend the Sale Agreement to remove the requirement that Camber obtain stockholder approval prior to the closing of such Sale Agreement;

and (c) include a deadline of August 31, 2018 for N&B Energy’s due diligence under the Sale Agreement.

Additionally, in order to avoid the significant time required to file a proxy statement with the Securities and Exchange Commission, clear comments with the Securities and Exchange Commission, hold a meeting and obtain stockholder approval, and because such stockholder approval was not required pursuant to applicable law or the rules of the NYSE American, Camber’s management determined to not seek stockholder approval, but to instead seek a third-party opinion as to the fairness of the transaction to Camber’s stockholders.

Second Amendment to Sale Agreement

On September 24, 2018, Camber, N&B Energy and CE Operating, LLC, Camber’s wholly-owned subsidiary (“ CE Operating ”), entered into a Second Amendment to Asset Purchase Agreement (the “ Second Amendment ”), which amended the terms of the Sale Agreement.

Pursuant to the Second Amendment, Camber, N&B Energy and CE Operating agreed (a) to clarify that all of the representations of Camber made in the Sale Agreement relating to portions of the Disposed Assets held in the name of CE Operating shall be deemed made by CE Operating and not Camber and that CE Operating shall be deemed a party to the Sale Agreement, solely in order to make such representations;

and (b) to extend the deadline for closing the transactions contemplated by the Sale Agreement to September 26, 2018, or such other date as Camber and N&B shall agree upon in writing.

Assumption Agreement

On September 26, 2018, Camber entered into an Assumption Agreement (the “ Assumption Agreement ”) with IBC Bank;

CE Operating;

N&B Energy, which entity is affiliated with Richard N.

Azar, II, Camber’s former Chief Executive Officer and former director (“ Azar ”), and Donnie B.

Seay, Camber’s former director (“ Seay ”);

RAD2 Minerals, Ltd., an entity owned and controlled by Azar (“ RAD2 ”);

and DBS Investments, Ltd., an entity owned and controlled by Seay.

Azar, Seay, RAD2, and DBS are collectively referred to as the “ Guarantors ”.

Pursuant to the Assumption Agreement, N&B Energy agreed to assume all of Camber’s liabilities and obligations owed to IBC Bank under Camber’s prior note, loan agreement and related documents with IBC Bank (the “ Loan Documents ”), the amount due under and in connection which was secured by (a) an Oil and Gas Mortgage, Security Agreement, Financing Statement and Assignment of Production (Oklahoma) dated August 25, 2016, covering all of Camber’s right, title and interest in and to certain oil, gas and mineral leases and/or minerals, mineral interests and estates located in Lincoln, Payne, and Logan Counties, Oklahoma;

(b) an Oil and Gas Mortgage, Security Agreement, Financing Statement and Assignment of Production (Oklahoma) dated August 1, 2018, covering all of Camber’s right, title, and interest in and to certain oil, gas, and mineral leases and/or mineral interests and estates located in Okfuskee County, Oklahoma (collectively, the “ Orion Interests ”);

and (c) the Mortgage, Deed of Trust, Assignment, Security Agreement and Financing Statement dated as of August 25, 2016, covering Camber’s mineral interests located in Glasscock County, Texas (collectively, the “ West Texas Properties ”).

Additionally, pursuant to the Assumption Agreement, IBC Bank approved the transactions contemplated by the Sale Agreement and the assumption by N&B Energy of all of the amounts and liabilities which Camber owed to IBC Bank (the “ IBC Obligations ”) and N&B Energy agreed to assume all of the IBC Obligations.

Finally, pursuant to the Assumption Agreement, IBC Bank released and forever discharged Camber and CE Operating and each of their current and former officers, directors, and stockholders, from all covenants, agreements, obligations, claims and demands of any kind, whether in law or at equity, which IBC Bank then had, arising out of or related to the amounts which Camber owed to IBC Bank under the Note, Loan Agreement or mortgages and/or under such documents or agreements, and further agreed to release the lien which IBC Bank then held on the West Texas Properties.

N&B Energy Sale Agreement Closing

On September 26, 2018, the transactions contemplated by the Sale Agreement closed and N&B Energy assumed all of the IBC Obligations (pursuant to the Assumption Agreement described above) and paid Camber $100 in cash, and Camber transferred ownership of the Disposed Assets to N&B Energy.

Notwithstanding the sale of the Disposed Assets, Camber retained its assets in Glasscock County and Hutchinson Counties, Texas and also retained a 12.5% production payment (effective until a total of $2.5 million has been received) and a 3% overriding royalty interest in its prior Okfuskee County, Oklahoma assets;

and retained an overriding royalty interest on certain other undeveloped leasehold interests, pursuant to an Assignment of Production Payment and Assignment of Overriding Royalty Interests.

The effective date of the Sale Agreement was August 1, 2018.

The Assets were assigned “ as is ” with all faults.

As a result of the Assumption Agreement and the Sale Agreement, Camber reduced its liabilities by $37.9 million and its assets by approximately $12.1 million.

Discover Transactions

On October 5, 2017, Camber and Discover Growth entered into a Stock Purchase Agreement, amended on March 2, 2018 (as amended, the “ October 2017 Purchase Agreement ”) pursuant to which Camber agreed to sell, pursuant to the terms thereof, 1,683 shares of its Series C Preferred Stock for $16 million (a 5% original issue discount to the face value of such shares), subject to certain conditions set forth therein.

During the years ended March 31, 2020 and 2019, the Company sold 525 shares and 1,577 shares, respectively, of Series C Preferred Stock to Discover and Discover Growth, pursuant to the terms of various Stock Purchase Agreements, for total consideration of $5 million and $15 million, respectively.

From April 1, 2020 through the date of this Report, the Company sold 630 shares of Series C Preferred Stock to Discover in consideration for $6 million.

During the year ended March 31, 2019, Discover converted 404 shares of the Series C Preferred Stock with a face value of $4.04 million, and a total of 3,794 shares of common stock were issued, which includes additional shares for conversion premiums and true ups in connection with those conversions through March 31, 2019.

During the year ended March 31, 2020, Discover and Discover Growth, which purchased shares of Series C Preferred Stock from us in December 2018 and which subsequently transferred all of its shares of Series C Preferred Stock to Discover, converted 11 shares of the Series C Preferred Stock with a face value of $110,000, and a total of 4,899,442 shares of common stock were issued, which includes additional shares for conversion premiums and true ups in connection with those conversions through March 31, 2020.

The Series C Preferred Stock holder (Discover) did not convert any shares of Series C Preferred Stock into common stock during the period from January 1, 2020 to March 31, 2020.

Since April 1, 2020, and through June 24, 2020, Discover has converted 498 shares of Series C Preferred Stock into approximately 13,033,208 shares of common stock, of which 7,354,416 shares of common stock had been issued as of June 24, 2020, and a total of approximately 5,678,792 shares of common stock were due to Discover, and are held in abeyance until such issuances are requested by Discover, subject to the 9.99% ownership limitation set forth in the designation of the Series C Preferred Stock.

The number of Series C Preferred Stock converted by Discover of the Series C Preferred Stock since April 1, 2020, and through June 24, 2020, are summarized below:

On April 15, 2020, Discover converted 17 shares of Series C Preferred Stock into 442,804 shares of common stock, all of which have been issued to date;

On April 23, 2020, Discover converted 236 shares of Series C Preferred Stock into 6,177,412 shares of common stock, all of which have been issued to date;

On June 23, 2020, Discover converted 245 shares of Series C Preferred Stock into 6,412,992 shares of common stock, of which a total of approximately 5,678,792 shares of common stock remain due to Discover as of June 24, 2020, and are held in abeyance until such issuances are requested by Discover, subject to the 9.99% ownership limitation set forth in the designation of the Series C Preferred Stock.

As of June 24, 2020, the 2,951 outstanding shares of Series C Preferred Stock can convert, pursuant to their terms, into 77,243,823 shares of our common stock, which number includes 181,600 shares of common stock convertible upon conversion of all of the outstanding shares of outstanding Series C Preferred Stock at a conversion price of $162.50 per share (based on the $10,000 face amount of the Series C Preferred Stock) and approximately 77,062,223 shares of common stock for premium shares due thereunder (based on the current dividend rate of 24.95% per annum), and a conversion price of $0.6688 per share (the last conversion price provided in a conversion notice provided by Discover), which may be greater than or less than the conversion price that currently applies to the conversion of the Series C Preferred Stock pursuant to the terms of the Designation, which number of premium shares may increase significantly from time to time as the trading price of our common stock decreases, upon the occurrence of any trigger event under the Designation of the Series C Preferred Stock and upon the occurrence of certain other events, as described in greater detail in the Designation of the Series C Preferred Stock.

The lowest possible conversion price of the Series C Preferred Stock is $0.001 per share.

If converted in full at the lowest possible conversion price, the Series C Preferred Stock would convert into a maximum of 51,539,396,600 shares of common stock.

On April 6, 2016, Camber entered into a Securities Purchase Agreement with Discover, pursuant to which Camber issued a redeemable convertible subordinated debenture, with a face value of $530,000, initially convertible into shares of common stock at a conversion price equal to $101,562.50 per share.

The debenture matures in seven years and accrues interest at a rate of 6.0% per annum.

Due to the prior decline in the price of Camber’s common stock and that a trigger event occurred on June 30, 2016 as a result of the delay in filing Camber’s Annual Report on Form 10-K for the year ended March 31, 2016, the premium rate on the debenture increased from 6% to 34% and the conversion discount became (a) 85% of the lowest daily volume weighted average price during the measuring period (60 days prior to and 60 days after the last date that Discover receives the last of the shares due), less $78,125 per share of common stock which resulting value is not to exceed (b) 85% of the lowest sales price on the last day of such period less $78,125 per share.

On October 31, 2018, Discover converted the entire $495,000 remaining balance of principal owed under the terms of a convertible debenture, into an aggregate of 642 shares of common stock, including 5 shares of common stock issuable upon conversion of the principal amount thereof (at a conversion price of $101,562.50 per share), and 637 shares in connection with conversion premiums due thereon (at an initial conversion price, as calculated as provided in such debenture, of $1,912.50 per share).

A total of 80 of such shares were issued to Discover in connection with the initial conversion and the remaining shares were held in abeyance subject to Discover’s 9.99% ownership limitation, to be issued from time to time, at the request of Discover.

Subsequent to the October 31, 2018 conversion date, Discover was due additional shares of common stock in connection with true ups associated with the original issuance, as a result of the conversion price of the conversion premiums falling to $31.25 per share pursuant to the terms of the convertible debenture.

As a result, from April 1, 2019 to March 31, 2020, Discover was issued 29,073 shares of common stock as true-ups in connection with the October 31, 2018 conversion of the $495,000 remaining balance of principal owed under the terms of a convertible debenture.

No additional shares were owed to Discover as of March 31, 2020, pursuant to the debenture.

October 2018 Purchase Agreement

On October 29, 2018 and effective October 26, 2018, Camber and Discover, entered into a Stock Purchase Agreement (as amended from time to time, the “ October 2018 Purchase Agreement ”).

Under the terms of the October 2018 Purchase Agreement, Discover purchased 369 shares of Series C Preferred Stock on the closing date of the agreement, October 29, 2018, for $3.5 million.

Provided that Camber has not materially breached the terms of the October 2018 Purchase Agreement, Camber may at any time, in its sole and absolute discretion, repurchase from Discover all, but not less than all, of the then outstanding shares of Series C Preferred Stock sold pursuant to the agreement by paying to Discover 110% of the aggregate face value of all such shares.

Camber also agreed to provide Discover a right of first offer to match any offer for financing Camber may receive from any person while the shares of Series C Preferred Stock sold pursuant to the October 2018 Purchase Agreement are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match.

Finally, Camber agreed that if it issues any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Discover, then it would notify Discover of such additional or more favorable term and such term, at Discover’s option, may become a part of the transaction documents with Discover.

The October 2018 Purchase Agreement includes customary provisions requiring that Camber indemnify Discover against certain losses;

representations and warranties and covenants.

November 2018 Purchase Agreement

On November 23, 2018 and effective November 23, 2018, Camber and Discover entered into a Stock Purchase Agreement, which was amended on December 3, 2018 (as amended to date, and from time to time, the “ November 2018 Purchase Agreement ”).

Under the terms of the November 2018 Purchase Agreement, Discover purchased 263 shares of Series C Preferred Stock, in consideration for $2.5 million on December 4, 2018.

Pursuant to the November 2018 Purchase Agreement, as long as Discover holds any shares of Series C Preferred Stock, Camber agreed that it would not issue or enter into or amend an agreement pursuant to which it may issue any shares of common stock, other than (a) for restricted securities with no registration rights, (b) in connection with a strategic acquisition, (c) in an underwritten public offering, or (d) at a fixed price;

or issue or amend any debt or equity securities convertible into, exchangeable or exercisable for, or including the right to receive, shares of common stock (i) at a conversion price, exercise price or exchange rate or other price that is based upon or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of the security, or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of the security or upon the occurrence of specified or contingent events directly or indirectly related to the business of Camber or the market for the common stock.

Additionally, provided that Camber has not materially breached the terms of the November 2018 Purchase Agreement, Camber may at any time, in its sole and absolute discretion, repurchase from Discover all, but not less than all, of the then outstanding shares of Series C Preferred Stock sold pursuant to the agreement by paying to Discover 110% of the aggregate face value of all such shares.

Camber also agreed to provide Discover a right of first offer to match any offer for financing it may receive from any person while the shares of Series C Preferred Stock sold pursuant to the November 2018 Purchase Agreement are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match.

Finally, Camber agreed that if Camber issues any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Discover, then Camber would notify Discover of such additional or more favorable term and such term, at Discover’s option, may become a part of the transaction documents with Discover.

The November 2018 Purchase Agreement includes customary provisions requiring that Camber indemnify Discover against certain losses;

representations and warranties and covenants.

February 2020 Stock Purchase Agreement

On and effective February 3, 2020, Camber and Discover entered into a Stock Purchase Agreement (the “ February 2020 Purchase Agreement ”).

Under the terms of the February 2020 Purchase Agreement, Discover purchased 525 shares of Series C Preferred Stock for $5 million, at a 5% original issue discount to the $10,000 face value of such preferred stock (the “ Face Value ”).

Pursuant to the February 2020 Purchase Agreement, as long as Discover holds any shares of Series C Preferred Stock, Camber agreed that, except as contemplated in connection with the Merger, it would not issue or enter into or amend an agreement pursuant to which Camber may issue any shares of common stock, other than (a) for restricted securities with no registration rights, (b) in connection with a strategic acquisition, (c) in an underwritten public offering, or (d) at a fixed price.

Camber also agreed that it would not issue or amend any debt or equity securities convertible into, exchangeable or exercisable for, or including the right to receive, shares of common stock (i) at a conversion price, exercise price or exchange rate or other price that is based upon or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of the security or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of the security or upon the occurrence of specified or contingent events directly or indirectly related to the business of Camber or the market for the common stock.

Additionally, provided that Camber has not materially breached the terms of the February 2020 Purchase Agreement, Camber may at any time, in its sole and absolute discretion, repurchase from Discover all, but not less than all, of the then outstanding shares of Series C Preferred Stock sold pursuant to the agreement by paying to Discover 110% of the aggregate face value of all such shares.

Camber also agreed to provide Discover a right of first offer to match any offer for financing Camber receives from any person while the shares of Series C Preferred Stock sold pursuant to the February 2020 Purchase Agreement are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match.

Finally, Camber agreed that if it issues any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Discover, then Camber would notify Discover of such additional or more favorable term and such term, at Discover’s option, may become a part of the transaction documents with Discover.

Camber also agreed pursuant to the February 2020 Purchase Agreement that if the Merger does not close by the required date approved by the parties thereto (as such may be extended from time to time), and if the amount of funds loaned by Camber to Viking in connection with the Secured Notes, plus any applicable interest is returned to Camber by Viking, Camber is required, at Discover’s option in its sole and absolute discretion, to immediately repurchase from Discover all then outstanding Series C Preferred Stock shares acquired by Discover pursuant to the June 2020 Purchase Agreement, by paying to Discover 110% of the aggregate Face Value of all such shares.

Waiver and Amendment Agreement

On February 3, 2020, Camber and Discover entered into a Waivers and Amendments to Stock Purchase Agreements (the “ Amendment ”), pursuant to which Discover (a) waived any and all Trigger Events (as defined in the certificate of designation of the Series C Preferred Stock (the “ Designation ”)) that had occurred prior to February 3, 2020, (b) agreed that all calculations provided for in the Designation would be made as if no such Trigger Event had occurred, and (c) waived any right to receive any additional shares of common stock based upon any such Trigger Event, with respect to all shares of Series C Preferred Stock, other than any which have already been converted.

The Investor also (a) waived any and all breaches and defaults that have occurred through February 3, 2020, and (b) waived all rights and remedies with respect to such breaches and defaults.

The Amendment also provided that Camber was required to file a proxy to hold a stockholder meeting to approve an increase in Camber’s authorized common stock to 25 million shares as soon as possible (which meeting was held on April 16, 2020), and use its commercially reasonable best efforts to cause such increase to be declared effective as soon as possible, and in any event within 90 days of February 3, 2020;

provided that such increase became effective on April 17, 2020.

Discover also agreed that all calculations provided for in the Designation shall be made as if no such Trigger Event had occurred, and to waive any right to receive any additional shares of common stock based upon any such Trigger Event.

Discover agreed, pursuant to the Amendment, that the conversion rate of conversion premiums pursuant to the Designation would remain (a) 95% of the average of the lowest 5 individual daily volume weighted average prices during the applicable Measuring Period (as defined in the Designation), not to exceed 100% of the lowest sales prices on the last day of the Measuring Period, less $0.05 per share of common stock, unless a triggering event has occurred, and that such $0.05 per share discount would not be adjusted in connection with Camber’s previously reported reverse stock splits;

and (b) 85% of the average of the lowest individual daily volume weighted average price during the applicable Measuring Period (as defined in the Designation), not to exceed 100% of the lowest sales prices on the last day of the Measuring Period, less $0.10 per share of common stock, if a triggering event has occurred, and that such $0.10 per share discount would not be adjusted in connection with Camber’s previously reported reverse stock splits.

The Amendment also provided that the Measuring Period (as defined the Designation) would begin on the date of the Agreement, February 3, 2020;

and that the Designation would be amended to provide that holders of the Series C Preferred Stock will vote with holders of common stock as a single class, on an as converted basis subject to the beneficial ownership limitation set forth in the Designation;

provided that the NYSE American has since advised Camber that such amendment would not be possible under the current rules of the NYSE American.

Securities Exchange Agreement and Termination Agreement

In connection with an Agreement and Plan of Merger entered into on July 9, 2019 with Lineal, Camber entered into (a) a Security Exchange Agreement dated July 8, 2019 (the “ Exchange Agreement ”), by and between Camber and Discover Growth Fund LLC (“ Discover ”);

and (b) a Termination Agreement dated July 8, 2019, by and between Camber and Discover Growth Fund (“ Discover Growth ”), both of which agreements have since terminated prior to any transactions contemplated thereunder becoming effective as a result of the Redemption Agreement (discussed below).

June 2020 Stock Purchase Agreement

On and effective June 22, 2020, the Company and Discover entered into a Stock Purchase Agreement (the “ June 2020 Purchase Agreement ”), pursuant to which Discover purchased 630 shares of Series C Preferred Stock for $6 million, at a 5% original issue discount to the $10,000 face value of such preferred stock (the “ Face Value ”).

Pursuant to the June 2020 Purchase Agreement, as long as Discover holds any shares of Series C Preferred Stock, the Company agreed that, except as contemplated in connection with the Merger, the Company would not issue or enter into or amend an agreement pursuant to which the Company may issue any shares of common stock, other than (a) for restricted securities with no registration rights, (b) in connection with a strategic acquisition, (c) in an underwritten public offering, or (d) at a fixed price.

The Company also agreed that it would not issue or amend any debt or equity securities convertible into, exchangeable or exercisable for, or including the right to receive, shares of common stock (i) at a conversion price, exercise price or exchange rate or other price that is based upon or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of the security or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of the security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock.

Additionally, provided that the Company has not materially breached the terms of the June 2020 Purchase Agreement, the Company may at any time, in its sole and absolute discretion, repurchase from Discover all, but not less than all, of the then outstanding shares of Series C Preferred Stock sold pursuant to the agreement by paying to Discover 110% of the aggregate face value of all such shares.

The Company also agreed to provide Discover a right of first offer to match any offer for financing the Company receives from any person while the shares of Series C Preferred Stock sold pursuant to the June 2020 Purchase Agreement are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match.

Finally, the Company agreed that if it issues any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Discover, then the Company would notify Discover of such additional or more favorable term and such term, at Discover’s option, may become a part of the transaction documents with Discover.

The Company agreed pursuant to the June 2020 Purchase Agreement that if the Merger does not close by the required date approved by the parties thereto (as such may be extended from time to time), the Company is required, at Discover’s option, in its sole and absolute discretion, to immediately repurchase from Discover all then outstanding Series C Preferred Stock shares acquired by Discover pursuant to the June 2020 Purchase Agreement, by paying to Discover 110% of the aggregate Face Value of all such shares (the “ Repurchase Requirement ”), which totals $6,930,000.

Finally, the Company agreed to include proposals relating to the approval of the June 2020 Purchase Agreement and the issuance of the shares of common stock upon conversion of the Series C Preferred Stock sold pursuant to the June 2020 Purchase Agreement, as well as an increase in authorized common stock to fulfill the Company’s obligations to issue such shares, at the meeting held to approve the Merger or a separate meeting in the event the Merger is terminated prior to shareholder approval, and to use commercially reasonable best efforts to obtain such approvals as soon as possible and in any event prior to December 31, 2020.

Amendment to February 2020 Stock Purchase Agreement

On June 22, 2020, the Company and Discover entered into an Amendment to Stock Purchase Agreement (the “ SPA Amendment ”), pursuant to which Discover agreed to terminate the obligation set forth in the Stock Purchase Agreement previously entered into between the Company and Discover on February 3, 2020, which contained a Repurchase Requirement substantially similar to the one contained in the June 2020 Purchase Agreement (as to the 525 shares of Series C Preferred Stock sold to Discover on February 3, 2020), which would have required that the Company pay Discover an aggregate of $5,775,000 in connection with the redemption of the 525 shares of Series C Preferred Stock the Company sold to Discover in the event the Merger was terminated.

Redemption Agreement

On December 31, 2019 (the “ Effective Date ”), Camber entered into, and closed the transactions contemplated by, a Preferred Stock Redemption Agreement (the “ Redemption Agreement ” and the redemption contemplated thereby, the “ Redemption ”), by and between Camber, Lineal Star Holdings, LLC, Camber’s wholly-owned subsidiary at the time of the entry into the Redemption Agreement (“ Lineal ”), Lineal’s wholly-owned subsidiaries, and the holders of Camber’s Series E Redeemable Convertible Preferred Stock (“ Series E Preferred Stock ”) and Series F Redeemable Preferred Stock (“ Series F Preferred Stock ”, and the holders of the Series E Preferred Stock and Series F Preferred Stock, the “ Preferred Holders ”).

Effective on July 9, 2019, Camber had acquired 100% ownership of Lineal from the Preferred Holders, then members of Lineal, in consideration for 1,000,000 shares of Series E Preferred Stock and 16,750 shares of Series F Preferred Stock, pursuant to the terms of an Agreement and Plan of Merger entered into on July 9, 2019 (the “ Lineal Merger ”).

The certificate of designations providing for the rights and preferences of the Series E Preferred Stock and Series F Preferred Stock allowed for certain rights of the Preferred Holders, including, in certain cases, the redemption, at the option of the Preferred Holders, of all shares of Series E Preferred Stock and Series F Preferred Stock, for 100% of the outstanding interests of Lineal held by Camber.

Pursuant to the Redemption Agreement, the parties thereto mutually agreed to unwind the Lineal Merger and allow for the redemption in full of Lineal by the Preferred Holders.

The mutual determination to move forward with such redemption transaction was due partially to the fact that Lineal had, since the date of the Lineal Merger, been unable to complete a further acquisition or combination which would allow the post-Lineal Merger combined company to meet the initial listing standards of the NYSE American.

This was a requirement to Camber having to seek stockholder approval for the terms of the Series E Preferred Stock (including the voting rights (i.e., the right, together with the Series F Preferred Stock, to vote 80% of Camber’s voting shares) and conversion rights (i.e., the right to convert into between 67-70% of Camber’s post-stockholder approval capitalization) associated therewith).

Consequently, and because no definitive timeline was able to be established for when Camber believed it would meet the NYSE American initial listing standards and consequently, when stockholder approval would be sought or received for the terms of the Series E Preferred Stock and Series F Preferred Stock, the Preferred Holders and Camber determined it was in their mutual best interests to unwind the Lineal Merger by way of the Redemption.

Pursuant to the Redemption Agreement, effective as of December 31, 2019, each holder of Series E Preferred Stock transferred such Series E Preferred Stock to Camber in consideration for their pro rata share (except as discussed below in connection with the Series F Preferred Stock holder, who was also a holder of Series E Preferred Stock) of 100% of the Common Shares of Lineal and the holder of the Series F Preferred Stock transferred such Series F Preferred Stock (and such Series E Preferred Stock shares held by such holder) to Camber in consideration for 100% of the Preferred Shares of Lineal and as a result, ownership of 100% of Lineal was transferred back to the Preferred Holders, the original owners of Lineal prior to the Lineal Merger.

Additionally, all of the Series E Preferred Stock and Series F Preferred Stock of Camber was automatically cancelled and deemed redeemed by Camber and the Series F Holder waived and forgave any and all accrued dividends on the Series F Preferred Stock.

The Redemption Agreement also provided for (a) the entry by Lineal and Camber into a new promissory note in the amount of $1,539,719, evidencing the repayment of a promissory note in the original amount of $1,050,000 provided by Lineal to Camber at the time of the closing of the Lineal Merger, together with additional amounts loaned by Camber to Lineal through December 31, 2019 (the “ New Note ”);

(b) the loan by Camber to Lineal of an additional $800,000, which was evidenced by a promissory note in the amount of $800,000, entered into by Lineal in favor of Camber on December 31, 2019 (“ Note No.

and (c) the termination of the prior Plan of Merger and Funding and Loan Agreement entered into in connection therewith (pursuant to which all funds previously held in a segregated account for future Lineal acquisitions, less amounts loaned pursuant to Note No.

2, were released back to Camber).

The Redemption Agreement also requires Camber to obtain a tail directors and officers liability insurance policy for six years following the effective date of the Redemption, which must be in place prior to December 31, 2020 and provides for (i) mutual general releases by (a) Lineal, its subsidiaries, and each Preferred Holder, subject to certain limited exceptions in the event of a third-party claim and (b) Camber;

(ii) non-disparagement and confidentiality obligations of the parties;

and (iii) indemnification obligations, each as described in greater detail in the Redemption Agreement.

The New Note, issued by Lineal as borrower, in the amount of $1,539,719, accrues interest, payable quarterly in arrears, beginning on March 31, 2020, at 10% per annum (18% upon the occurrence of an event of default), and continuing until December 31, 2021, when all interest and principal is due.

The New Note contains a provision whereby payments of principal and interest owed under the note are suspended and interest does not accrue if Camber fails to pay certain indemnification obligations under the Redemption Agreement, and if such amounts continue unpaid for 30 days, then the amount of principal and interest due under the note is offset by the amount of such unpaid obligations.

The New Note contains standard and customary events of default, including cross-defaults with Note No.

2, and if a change of control of Lineal occurs (as described in the New Note) which is not pre-approved by Camber.

2, issued by Lineal as borrower, in the amount of $800,000, accrues interest, payable quarterly in arrears, beginning on March 31, 2020, at 8% per annum (18% upon the occurrence of an event of default), and continuing until December 31, 2021, when all interest and principal is due.

The New Note contains a provision whereby payments of principal and interest owed under the note are suspended and interest does not accrue if Camber fails to pay certain indemnification obligations under the Redemption Agreement, and if such amounts continue unpaid for 30 days then the amount of principal and interest due under the note is offset by the amount of such unpaid obligations (provided there is only one offset under either of the New Note and Note No.

2, with priority being given to the New Note).

The New Note contains standard and customary events of default, including cross-defaults with the New Note, if a change of control of Lineal occurs (as described in the New Note) which is not pre-approved by Camber or if Lineal distributes cash or other assets to its members, other than amounts to cover taxes of the members, as described in greater detail in the New Note.

The result of the Redemption was to effectively unwind the Lineal Merger, effective as of December 31, 2019.

Related Party Office Space Use

BlackBriar is also providing Camber’s office space without charge to Camber.

Certain Relationships and Related Transactions

The Company’s CEO and Director, James Doris, renders professional services to the Company through AGD Advisory Group, Inc., an affiliate of Mr.

These services and the dollar amounts ascribed thereto are described in further detail above in Note 9 to the Financial Statements.

The Company’s CFO, John McVicar, renders professional services to the Company through 1508586 Alberta Ltd., an affiliate of Mr.

These services and the dollar amounts ascribed thereto are described in further detail above in Note 9 to the Financial Statements.

The Company’s previous CFO, Frank W.

Barker, Jr., rendered professional services to the Company through FWB Consulting, Inc., an affiliate of Mr.

These services and the dollar amounts ascribed thereto are described in further detail above in Note 9 to the Financial Statements.

Related Party Transaction Policy

The Board of Directors has adopted a Related Party Transaction Policy, which is designed to monitor and ensure the proper review, approval, ratification, and disclosure of our related party transaction.

This policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any related party has or will have a direct or indirect interest.

The Audit Committee must review, approve and ratify a related party transaction if such transaction is consistent with the Related Party Transaction Policy.

While reviewing a related party transaction, the Audit Committee shall take into account, among other factors it deems appropriate, (i) whether the transaction was undertaken in the ordinary course of business of the Company, (ii) whether the related party transaction was initiated by the Company, a subsidiary, or the related party, (iii) whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party, (iv) the purpose of, and the potential benefits to the Company of, the related party transaction, (v) the approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party, (vi) the related party’s interest in the related party transaction and (vii) any other information regarding the related party transaction or the related party that would be material to investors in light of the circumstances of the particular transaction.

Director Independence

During the year ended March 31, 2020, the Board determined that 67% of the Board is independent under the definition of independence and in compliance with the listing standards of the NYSE American listing requirements.

During the year ended December 31, 2023, the Board determined that 80% of the Board is independent under the definition of independence and in compliance with the listing standards of the NYSE American listing requirements.

Based upon these standards, the Board has determined that Mr.

Miller and Mr.

Zeidman are “ independent ” members of the Board of Directors as defined in Section 803(A) of the NYSE American Company Guide, and Mr.

Schleizer is not “ independent ” due to his status as an officer of the Company (see “Item 10.

Herskovits and Mr.

Fisher are “ independent ” members of the Board of Directors as defined in Section 803(A) of the NYSE American Company Guide, and Mr.

Doris is not “ independent ” due to his status as an officer of the Company (see “ Item 10.

Directors, Executive Officers and Corporate Governance ”).

PRINCIPAL ACCOUNTANTS FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our Audit Committee of the Board of Directors approves in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

The aggregate fees billed by our independent auditors, GBH, CPAs, PC (“ GBH ”), which combined its practice with Marcum , LLP (“ Marcum ”) effective July 1, 2018, and Marcum LLP, for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Form 10-K for the years ended March 31, 2020 and 2019, and for the review of quarterly financial statements included in our Quarterly Reports on Form 10-Q for the quarters ending June 30, September 30, and December 31, 2019 and 2018, were:

Audit fees incurred by the Company were pre-approved by the Audit Committee.

The following table sets forth the fees billed by our independent accounting firm Turner, Stone & Company, LLP, for each of our last two fiscal years for the categories of services indicated.

Audit Related Fees

A total of $100,000 of the fees disclosed above for fiscal 2020 relate to the audit of Lineal in connection with the Company’s July 2019 acquisition of Lineal (which has since been divested).

All Other Fees

A total of $30,000 of the fees disclosed above for fiscal 2020 relate to the review of the Company’s pro forma financial statements relating to the July 2019 acquisition of Lineal (which has since been divested).

Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.

Audit-related fees.

Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.

Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

Other services provided by our accountants.

We do not use the auditors for financial information system design and implementation.

1 unchanged sentence

We do not engage the auditors to provide compliance outsourcing services.

The Audit Committee of the Board of Directors has considered the nature and amount of fees billed by GBH/Marcum and believes that the provision of services for activities unrelated to the audit is compatible with maintaining GBH/Marcum’s independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this report

(a) Documents filed as part of this report

(1) All financial statements

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of March 31, 2020 and 2019

Consolidated Statements of Operations for the Years Ended March 31, 2020 and 2019

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended March 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended March 31, 2020 and 2019

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

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CAMBER ENERGY, INC.

Interim Chief Executive Officer

Chief Executive Officer

(Principal Executive Officer)

August 26, 2024

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ James A Doris

Chief Executive Officer

August 26, 2024

(Principal Executive Officer)

/s/ John McVicar

Chief Financial Officer

August 26, 2024

(Principal Financial and Accounting Officer)

August 26, 2024

/s/ Robert Green

August 26, 2024

/s/ David Herskovits

August 26, 2024

David Herskovits

EXHIBIT INDEX

Asset Purchase Agreement by and between Lucas Energy, Inc., as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated December 30, 2015+ (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Company with the SEC on December 31, 2015)

First Amendment to Asset Purchase Agreement by and between Lucas Energy, Inc., as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated April 20, 2016 and effective April 1, 2016 (Filed as Exhibit 2.2 to the Company’s Report on Form 8-K, filed with the Commission on April 25, 2016, and incorporated herein by reference)(File No.

Second Amendment to Asset Purchase Agreement by and between Lucas Energy, Inc., as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated August 25, 2016 (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 31, 2016, and incorporated herein by reference)(File No.

Third Amendment to Asset Purchase Agreement by and among the Company, as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated August 25, 2016 (Filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed with the Commission on January 27, 2017, and incorporated herein by reference)(File No.

Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser and Camber Energy, Inc., as Seller, dated July 12, 2018 (Filed as Exhibit 2.1 to the Company’s Report on Form 8-K, filed with the Commission on July 13, 2018 and incorporated herein by reference) (File No.

First Amendment to Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser and Camber Energy, Inc., as Seller, dated August 2, 2018 (Filed as Exhibit 2.2 to the Company’s Report on Form 8-K, filed with the Commission on August 7, 2018 and incorporated herein by reference) (File No.

Second Amendment to Asset Purchase Agreement by and Between N&B Energy, LLC, as Purchaser, Camber Energy, Inc., as Seller and CE Operating, LLC, dated September 24, 2018 (Filed as Exhibit 2.3 to the Company’s Report on Form 8-K, filed with the Commission on September 25, 2018 and incorporated herein by reference) (File No.

Agreement and Plan of Merger by and between Camber Energy, Inc., Camber Energy Merger Sub 2, Inc., Lineal Star Holdings, LLC, and the Members party thereto dated as of July 8, 2019 (Filed as Exhibit 2.1 to the Company’s Report on Form 8-K, filed with the Commission on July 9, 2019 and incorporated herein by reference) (File No.

Preferred Stock Redemption Agreement dated December 31, 2019, by and among Camber Energy, Inc., Lineal Star Holdings LLC, Lineal Industries Inc., Lineal Star, Incorporated and each of the holders of the Series E Redeemable Convertible Preferred Stock and Series F Redeemable Preferred Stock of Camber (Filed as Exhibit 2.1 to the Company’s Report on Form 8-K, filed with the Commission on January 3, 2019 and incorporated herein by reference) (File No.

Agreement and Plan of Merger by and Between Viking Energy Group, Inc., and Camber Energy, Inc.

dated as of February 3, 2020 (Filed as Exhibit 2.1 to the Company’s Report on Form 8-K, filed with the Commission on February 5, 2020 and incorporated herein by reference) (File No.

First Amendment to Agreement and Plan of Merger, dated as of May 27, 2020, by and between Viking Energy, Inc.

and Camber Energy, Inc.

(Filed as Exhibit 2.2 to the Company’s Report on Form 8-K, filed with the Comission on June 1, 2020 and incorporated herein by reference) (File No.

Second Amendment to Agreement and Plan of Merger, dated as of June 16, 2020, by and between Viking Energy, Inc.

and Camber Energy, Inc.

(Filed as Exhibit 2.3 to the Company’s Report on Form 8-K, filed with the Commission on June 16, 2020 and incorporated herein by reference) (File No.

Third Amendment to Agreement and Plan of Merger, dated as of June 25, 2020, by and between Viking Energy, Inc.

Agreement and Plan of Merger by and Between Viking Energy Group, Inc.

and Camber Energy, Inc.

(Filed as Exhibit 2.4 to the Company’s Report on Form 8-K, filed with the Commission on June 26, 2020 and incorporated herein by reference) (File No.

dated as of February 15, 2021 (Filed as Exhibit 2.1 to Camber’s Report on Form 8-K, filed with the Commission on February 18, 2021 and incorporated herein by reference) (File No.

First Amendment to Agreement and Plan of Merger by and Between Viking Energy Group, Inc., and Camber Energy, Inc.

dated as of April 18, 2023 (Filed as Exhibit 2.1 to Camber’s Report on Form 8-K, filed with the Commission on April 19, 2023 and incorporated herein by reference) (File No.

Articles of Incorporation (Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended November 30, 2005 filed with the SEC on February 14, 2006, and incorporated herein by reference)(File No.

23 unchanged sentences

Certificate of Withdrawal of Certificate of Designation of Series F Redeemable Preferred Stock filed with the Secretary of State of Nevada on May 15, 2020 (Filed as Exhibit 3.5 to the Company’s Report on Form 8-K, filed with the Commission on May 19, 2020, and incorporated herein by reference)(File No.

Certificate of Amendment to Articles of Incorporation of Camber Energy, Inc.

(Filed as Exhibit 3.1 to Camber’s Report on Form 8-K, filed with the Commission on April 27, 2023 and incorporated herein by reference) (File No.

Certificate of Designation of Series A Convertible Preferred Stock, dated August 1, 2023 (Filed as Exhibit 3.1 to Camber’s Report on Form 8-K, filed with the Commission on August 1, 2023 and incorporated herein by reference) (File No.

Certificate of Designation of Series H Convertible Preferred Stock, dated August 1, 2023 (Filed as Exhibit 3.2 to Camber’s Report on Form 8-K, filed with the Commission on August 1, 2023 and incorporated herein by reference) (File No.

Second Amendment to Fifth Amended and Restated Designation of Series C Preferred Stock, dated February 21, 2024 (Filed as Exhibit 3.1 to Camber’s Report on Form 8-K, filed with the Commission on February 21, 2024 and incorporated herein by reference) (File No.

Amended and Restated Bylaws (effective March 29, 2016) (Filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Commission on April 1, 2016, and incorporated herein by reference)(File No.

Description of Securities of the Registrant (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on June 29, 2020)

Description of Securities of the Registrant

Form of Redeemable Convertible Subordinated Debenture (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2016)(File No.

2 unchanged sentences

Form of First Amendment to Stock Purchase Agreement (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Commission on May 2, 2016, and incorporated herein by reference)(File No.

Loan Agreement dated August 25, 2016, between Lucas Energy, Inc., as borrower, Richard N.

Azar, II, Donnie B.

Seay, Richard E.

Menchaca, RAD2 Minerals, Ltd., DBS Investments, Ltd., and Saxum Energy, LLC, as guarantors, and International Bank of Commerce, as lender (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on August 31, 2016, and incorporated herein by reference)(File No.

Real Estate Lien Note dated August 25, 2016, by Lucas Energy, Inc., as borrower in favor of International Bank of Commerce, as lender (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Commission on August 31, 2016, and incorporated herein by reference)(File No.

Security Agreements dated August 25, 2016 by Lucas Energy, Inc.

in favor of International Bank of Commerce (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on August 31, 2016, and incorporated herein by reference)(File No.

Form of Limited Guaranty Agreement in favor of International Bank of Commerce dated August 25, 2016 (Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on August 31, 2016, and incorporated herein by reference)(File No.

Second Amendment to Stock Purchase Agreement dated September 29, 2016 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on October 3, 2016, and incorporated herein by reference)(File No.

Form of Third Amendment to Stock Purchase Agreement dated November 17, 2016 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 21, 2016, and incorporated herein by reference)(File No.

Service Agreement, dated as of April 27, 2017 and effective May 1, 2017, by and between Camber Energy, Inc.

and Enerjex Resources (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Commission on May 1, 2017 and incorporated herein by reference)(File No.

Severance Agreement and Release between Anthony C.

Schnur and the Company dated June 2, 2017 (Filed as Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Commission on June 6, 2017 and incorporated herein by reference)(File No.

Termination Agreement dated May 23, 2017, between Camber Energy, Inc.

and Richard N.

Azar, II (Filed as Exhibit 10.52 to the Company’s Annual Report on Form 8-K for the year ended March 31, 2017, filed with the Commission on July 14, 2017 and incorporated herein by reference)(File No.

Form of Stock Purchase Agreement relating to the purchase of $16 million in shares of Series C Redeemable Convertible Preferred Stock dated October 5, 2017 (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Commission on October 5, 2017 and incorporated herein by reference)(File No.

Extension Agreement between Camber Energy, Inc.

and International Bank of Commerce relating to the August 30, 2017 payment (Filed as Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Commission on January 30, 2018 and incorporated herein by reference) (File No.

Extension and/or Modification and Release Agreement Commercial Indebtedness effective September 30, 2017, by Camber Energy, Inc., as borrower, Richard N.

Azar, II, Donnie B.

Seay, Richard E.

Menchaca, RAD2 Minerals, Ltd., DBS Investments, Ltd., and Saxum Energy, LLC, as pledgors, and International Bank of Commerce, as lender (Filed as Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Commission on January 30, 2018 and incorporated herein by reference) (File No.

Extension and/or Modification and Release Agreement Commercial Indebtedness effective October 30, 2017, by Camber Energy, Inc., as borrower, Richard N.

Azar, II, Donnie B.

Seay, Richard E.

Menchaca, RAD2 Minerals, Ltd., DBS Investments, Ltd., and Saxum Energy, LLC, as pledgors, and International Bank of Commerce, as lender (Filed as Exhibit 10.3 to the Company’s Report on Form 8-K, filed with the Commission on January 30, 2018 and incorporated herein by reference) (File No.

Extension and/or Modification and Release Agreement Commercial Indebtedness effective November 30, 2017, by Camber Energy, Inc., as borrower, Richard N.

Azar, II, Donnie B.

Seay, Richard E.

Menchaca, RAD2 Minerals, Ltd., DBS Investments, Ltd., and Saxum Energy, LLC, as pledgors, and International Bank of Commerce, as lender (Filed as Exhibit 10.4 to the Company’s Report on Form 8-K, filed with the Commission on January 30, 2018 and incorporated herein by reference) (File No.

Extension and/or Modification and Release Agreement Commercial Indebtedness effective December 30, 2017, by Camber Energy, Inc., as borrower, Richard N.

Azar, II, Donnie B.

Seay, Richard E.

Menchaca, RAD2 Minerals, Ltd., DBS Investments, Ltd., and Saxum Energy, LLC, as pledgors, and International Bank of Commerce, as lender (Filed as Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q, for the quarter ended December 31, 2017, filed with the Commission on February 14, 2018 and incorporated herein by reference) (File No.

Form of Amendment to Stock Purchase Agreement dated March 2, 2018 (Filed as Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Commission on March 5, 2018 and incorporated herein by reference) (File No.

Separation and Release Agreement between Camber Energy, Inc.

and Richard N.

Azar II dated May 25, 2018 (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Commission on May 25, 2018 and incorporated herein by reference) (File No.

Common Stock Purchase Warrant granted to Richard N.

Azar II dated May 25, 2018 (Filed as Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Commission on May 25, 2018 and incorporated herein by reference) (File No.

Engagement Letter with Fides Energy LLC/Louis G.

Schott dated May 25, 2018 (Filed as Exhibit 10.3 to the Company’s Report on Form 8-K, filed with the Commission on May 25, 2018 and incorporated herein by reference) (File No.

Agreement in Connection with the Loan by and Between Camber Energy, Inc.

and International Bank of Commerce (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Commission on August 7, 2018 and incorporated herein by reference) (File No.

Assumption Agreement dated September 26, 2018, by and between International Bank of Commerce, Camber Energy, Inc., CE Operating, LLC, N&B Energy, LLC, Richard N.

Azar, II, RAD2 Minerals, Ltd., Donnie B.

Seay, and DBS Investments, Ltd.

(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Commission on September 27, 2018 and incorporated herein by reference) (File No.

Assignment of Production Payment, effective August 1, 2018, by and among N&B Energy, LLC and CE Operating, LLC (Filed as Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Commission on September 27, 2018 and incorporated herein by reference) (File No.

Assignment of Overriding Royalty Interest, effective August 1, 2018, by CE Operating, LLC in favor of Camber Royalties, LLC (Orion Properties) (Filed as Exhibit 10.3 to the Company’s Report on Form 8-K, filed with the Commission on September 27, 2018 and incorporated herein by reference) (File No.

11 unchanged sentences

Amended and Restated 2014 Stock Incentive Plan (Filed as Exhibit 4.1 to the Company’s Report on Form 8-K, filed with the Commission on February 22, 2019, and incorporated herein by reference)(File No.

Agreed Conversion Agreement dated May 15, 2019, by and between Camber Energy, Inc.

and Alan Dreeben

December 1, 2017 Letter Agreement between Camber Energy, Inc.

and BlackBriar Advisors LLC (Filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K, filed with the Commission on July 1, 2019, and incorporated herein by reference)(File No.

Security Exchange Agreement dated July 8, 2019, by and between Camber Energy, Inc., and the investor party thereto (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Commission on July 9, 2019 and incorporated herein by reference) (File No.

26 unchanged sentences

(Filed as Exhibit 10.6 to the Company’s Report on Form 8-K, filed with the Commission on February 5, 2020 and incorporated herein by reference) (File No.

Assignment of Membership Interests by Viking Energy Group, Inc.

in favor of Camber Energy, Inc.

dated February 3, 2020 (Filed as Exhibit 10.7 to the Company’s Report on Form 8-K, filed with the Commission on February 5, 2020 and incorporated herein by reference) (File No.

Compromise Settlement Agreement executed January 31, 2020 between PetroGlobe Energy Holdings, LLC, Signal Drilling, LLC, Petrolia Oil, LLC, Prairie Gas Company of Oklahoma, LLC, Canadian River Trading Company, LLC, and Camber Energy, Inc.

19 unchanged sentences

dated June 25, 2020 (Filed as Exhibit 10.5 to the Company’s Report on Form 8-K, filed with the Commission on June 26, 2020 and incorporated herein by reference) (File No.

Letter dated August 2, 2018 from GBH CPAs, PC to the Securities and Exchange Commission (Filed as Exhibit 16.1 to the Company’s Report on Form 8-K, filed with the Commission on August 2, 2018 and incorporated herein by reference) (File No.

Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on June 29, 2020)

Consent of Graves & Co.

Consulting LLC (Incorporated by reference to Exhibit 23.2 to the Company’s Annual Report on Form 10-K filed with the SEC on June 29, 2020)

Securities Purchase Agreement (with Cancellation Agreement), by and between Camber Energy, Inc.

and Viking Energy Group, Inc., dated December 22, 2020 (incorporated by reference to Viking’s Current Report on Form 8-K filed on December 28, 2020)

Form of Guaranty, issued by Viking Energy Group, Inc., dated December 22, 2020 (incorporated by reference to Viking’s Current Report on Form 8-K filed on December 28, 2020)

Securities Purchase Agreement, by and between Camber Energy, Inc.

and Viking Energy Group, Inc., dated December 31, 2020 (incorporated by reference to Viking’s Current Report on Form 8-K filed on January 13, 2021)

Form of Guaranty, issued by Viking Energy Group, Inc., dated April 23, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on April 27, 2021)

Securities Purchase Agreement, by and between Camber Energy, Inc.

and Viking Energy Group, Inc., dated July 29, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on July 30, 2021)

Share Purchase Agreement, by and between Viking Energy Group, Inc., Simmax Corp., Remora EQ LP and Simson-Maxwell Ltd., dated August 6, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on August 9, 2021)

Subscription Agreement between Viking Energy Group, Inc.

and Simson-Maxwell Ltd., dated August 6, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on August 9, 2021)

Unanimous Shareholders Agreement, by and between Viking Energy Group, Inc., Simmax Corp., Remora EQ LP and Simson-Maxwell Ltd., dated August 6, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on August 9, 2021)

First Amendment to Unanimous Shareholders Agreement, by and between Viking Energy Group, Inc., Simmax Corp., Remora EQ LP and Simson-Maxwell Ltd., dated October 18, 2021 (incorporated by reference to Viking’s Quarterly Report on Form 10-Q filed on November 15, 2021)

Exclusive Intellectual Property License Agreement between ESG Clean Energy, LLC and Viking Energy Group, Inc., dated August 18, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on August 23, 2021)

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and Choppy Group LLC, dated as of January 18, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on January 24, 2022)

Operating Agreement of Viking Ozone Technology, LLC, by and between Viking Energy Group, Inc., and Choppy Group LLC, dated as of January 18, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on January 24, 2022)

Manufacturing License Agreement, by and between Viking Ozone Technology, LLC and Simson-Maxwell, dated February 2, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on February 3, 2022)

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and Virga Systems LLC, dated as of February 9, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on February 15, 2022)

Operating Agreement of Viking Sentinel Technology, LLC, by and between Viking Energy Group, Inc., and Virga Systems LLC, dated as of February 9, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on February 15, 2022)

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and Jedda Holdings LLC, dated as of February 9, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on February 15, 2022)

Operating Agreement of Viking Protection Systems, LLC, by and between Viking Energy Group, Inc., and Jedda Holdings LLC, dated as of February 9, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on February 15, 2022)

Promissory Note by Mid-Con Drilling, LLC and Viking Energy Group, Inc., in favor of Cornerstone Bank, dated March 10, 2023 (incorporated by reference to Viking’s Quarterly Report on Form 10-Q filed on May 12, 2023)

Promissory Note by Mid-Con Petroleum, LLC and Viking Energy Group, Inc., in favor of Cornerstone Bank, dated March 10, 2023 (incorporated by reference to Viking’s Quarterly Report on Form 10-Q filed on May 12, 2023)

Warrant Termination Agreement, by and between Camber Energy, Inc.

and the Investor named therein, dated as of April 25, 2023 (Filed as Exhibit 10.1 to Camber’s Report on Form 8-K, filed with the Commission on April 26, 2023 and incorporated herein by reference) (File No.

Warrant Termination Agreement, by and between Camber Energy, Inc.

and the Investor named therein, dated as of April 25, 2023 (Filed as Exhibit 10.2 to Camber’s Report on Form 8-K, filed with the Commission on April 26, 2023 and incorporated herein by reference) (File No.

Securities Purchase Agreement, by and between Viking Energy Group, Inc., and FK Venture LLC, dated May 5, 2023 (incorporated by reference to Viking’s Current Report on Form 8-K filed on May 10, 2023)

Convertible Promissory Note, dated May 5, 2023, by Viking Energy Group, Inc., in favor of FK Venture LLC (incorporated by reference to Viking’s Current Report on Form 8-K filed on May 10, 2023)

Agreement by and between Camber Energy, Inc.

and the Investor named therein, dated February 15, 2024 (Filed as Exhibit 10.1 to Camber’s Report on Form 8-K, filed with the Commission on February 21, 2024 and incorporated herein by reference) (File No.

Securities Purchase Agreement, dated as of February 3, 2020, Issued by Viking Energy Group, Inc.

and Camber Energy, Inc.

(incorporated by reference to Viking’s Current Report on Form 8-K filed on February 5, 2020)

$5,000,000 10.5% Secured Promissory Note, dated as of February 3, 2020, Issued by Viking Energy Group, Inc.

to Camber Energy, Inc.

(incorporated by reference to Viking’s Current Report on Form 8-K filed on February 5, 2020)

Security and Pledge Agreement, dated as of February 3, 2020, by and between Viking Energy Group, Inc.

and Camber Energy, Inc.

(incorporated by reference to Viking’s Current Report on Form 8-K filed on February 5, 2020)

Security and Pledge Agreement, dated as of February 3, 2020, by and between Viking Energy Group, Inc.

and Camber Energy, Inc.

(incorporated by reference to Viking’s Current Report on Form 8-K filed on February 5, 2020)

Assignment of Membership Interests by Viking Energy Group, Inc.

in favor of Camber Energy, Inc.

dated February 3, 2020 (incorporated by reference to Viking’s Current Report on Form 8-K filed on February 5, 2020)

Mutual Termination Agreement, by and between Viking Energy Group, Inc.

and Camber Energy, Inc., dated December 22, 2020 (incorporated by reference to Current Report on Form 8-K filed on December 28, 2020)

Assignment of Membership Interests, by Camber Energy, Inc.

in favor of Viking Energy Group, Inc., dated December 22, 2020 (incorporated by reference to Current Report on Form 8-K filed on December 28, 2020)

Cancellation Agreement, by and between Viking Energy Group, Inc.

and EMC Capital Partners, LLC, dated December 31, 2020 (incorporated by reference to Viking’s Current Report on Form 8-K filed on January 13, 2021)

Assignment of Membership Interests, by and between Viking Energy Group, Inc.

and TO Ichor 2021, L.L.C., dated October 5, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on October 12, 2021)

Assignment of Membership Interests, by and between Viking Energy Group, Inc.

and Elysium 2021, L.L.C., dated October 12, 2021 (incorporated by reference to Viking’s Current Report on Form 8-K filed on October 18, 2021)

Purchase and Sale Agreement, by and between Viking Energy Group, Inc., and the seller named therein, dated June 7, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on June 8, 2022)

Letter Agreement, between Viking Energy Group, Inc.

and John McVicar, dated June 8, 2022 (incorporated by reference to Viking’s Current Report on Form 8-K filed on June 14, 2022)

Purchase and Sale Agreement by and between Petrodome Napoleonville, LLC and Napoleonville, L.L.C.