Risk Factors

In evaluating the merger agreement, the merger or the issuance of shares of Camber common stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 32.

RISK FACTORS

In addition to the other information contained in this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32, you should carefully consider the following risk factors in deciding whether to vote for the approval of the merger agreement.

Risks Relating to the Merger

Because the exchange ratio in the merger will be set based on a number of factors immediately prior to closing the merger that cannot be determined now, Viking stockholders cannot be certain of the number of shares of Camber common stock they will receive, and Camber stockholders cannot be certain how many shares of Camber common stock will be issued to the Viking stockholders, in the merger.

At the effective time of the merger (the “effective time”), (a) each share of Viking common stock issued and outstanding immediately prior to the effective time (other than Viking shares owned by Camber, Viking and Merger Sub) will be converted into the right to receive the pro rata share (when including the Viking preferred stock conversion rights (defined below)) of an adjustable percentage (initially 80% prior to adjustment) of Camber’s post-effective time capitalization (Camber’s 20% share is referred to as the “Camber Percentage”), taking into account the number of shares of common stock of Camber outstanding on a fully-diluted basis, but without taking into account any shares of common stock which the holder of Camber’s Series C Preferred Stock can receive upon conversion of the Series C Preferred Stock (which are currently convertible into approximately 72,506,063 shares of common stock, subject to adjustment as provided in the designation of such Series C Preferred Stock, without taking into account the effects of the proposed reverse stock split); and (b) each share of Viking preferred stock outstanding immediately prior to the effective time, will be converted into one (1) share of Camber Series A Preferred Stock, which preferred stock will have the right to vote, and convert into, that number of shares of Camber common stock as its holder would have received in the merger, had such Viking preferred stock been fully converted into Viking common stock immediately prior to the effective time (which we refer to as the “Viking preferred stock conversion rights”). Holders of Viking common stock will have any fractional shares of Camber common stock after the merger rounded up to the nearest whole share.

The Camber Percentage is to be adjusted as follows: (i) for each additional $500,000 (a) of unencumbered cash (without any associated debt) available for use by the combined company after the closing of the merger, which comes from equity sold by Camber for cash from February 3, 2020 through the closing of the merger, or (b) in other unencumbered assets acquired by Camber after the date of the merger agreement and prior to closing without increasing Camber’s liabilities, which is not contingent or conditional upon the closing of the merger, the Camber Percentage will increase by an incremental 0.5%; and (ii) for each additional $500,000 in Viking unencumbered cash (without any associated debt) available for use by the combined company after the closing of the merger, outside of Viking’s Ichor division or Elysium division in excess of $500,000, which comes from equity sold by Viking for cash from February 3, 2020 through the closing of the merger, which is not contingent or conditional upon the closing of the merger, the Camber Percentage will decrease by an incremental 0.5%. Notwithstanding the above, the Camber Percentage will not be decreased to lower than 15% or increased to more than 25%, and no funds loaned by Camber to Viking will qualify as Viking Unencumbered Cash.

These factors will not be known at the time the Viking and Camber stockholders vote on the merger, and therefore Viking stockholders will not know precisely how many shares of Camber common stock will be issued to the Viking stockholders at the time of the merger. For examples of different number of shares of Camber common stock issuable in certain situations, see “The Merger Agreement – Merger Consideration”, beginning on page 187.

Also, as discussed in the risk factors below, Viking may raise funding through the sale of debt or equity prior to the closing of the merger and/or may issue equity securities to certain note holders or warrant holders, in consideration for such holders agreeing to the terms of the merger, which may cause significant dilution to existing stockholders of Viking and may reduce (as a result of the exchange ratio) the number of shares of Camber common stock which Viking stockholders would otherwise receive as part of the merger. Such dilution and adjustment to the exchange ratio will not be known until after Viking stockholders have approved the merger.

See also “The Merger Agreement—Merger Consideration” beginning on page 187.

Because the market price of the Camber common stock may fluctuate, Viking stockholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of Viking common stock issued and outstanding immediately prior to the effective time (other than certain shares owned by Camber, Viking or Merger Sub) will be converted into a number of shares of Camber common stock based on the fluctuating exchange ratio described in the prior risk factor, and the Viking preferred stock will be converted into Camber Series A Preferred Stock, which will convert into a number of shares of Camber common stock based on the exchange ratio. Even though the exchange ratio will fluctuate based on a number of factors, the exchange ratio will not be adjusted for changes in the market price of either Camber common stock or Viking common stock between the date of the merger agreement and the effective time. Therefore, changes in the price of Camber common stock prior to the merger will affect the value that Viking stockholders will receive in the merger.

Stock price changes may result from a variety of factors, including general market and economic conditions, the market for and demand for oil and gas, the status of the U.S. and global economy, economic recessions and depressions, pandemics, including the recent pandemic related to Covid-19, and world governmental responses to such pandemics, changes in Viking’s and Camber’s businesses, operations and prospects and regulatory considerations, many of which factors are beyond Viking’s and Camber’s control. Therefore, at the time of the Viking special meeting, Viking stockholders will not know the market value of the consideration to be received at the effective time. Viking stockholders should obtain current market quotations for shares of Camber common stock and for shares of Viking common stock.

The market price of Camber common stock after the merger may be affected by factors different from those affecting the shares of Viking or Camber currently.

In the merger, Viking stockholders will become Camber stockholders. Camber’s business differs from that of Viking. Accordingly, the results of operations of the combined company and the market price of Camber common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Camber and Viking. For a discussion of the businesses of Camber and Viking and of certain factors to consider in connection with those businesses, see “Information about Camber” and “Information about Viking”, beginning on pages 103 and 122, respectively.

Camber and Viking have not obtained updated fairness opinions from Mercer Capital and Scalar, respectively, reflecting changes in circumstances that may have occurred since the date such fairness opinions were provided.

Camber and Viking have not obtained updated fairness opinions either as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of such opinions from Mercer Capital and Scalar, which are Camber’s and Viking’s respective financial advisors. As such, the prior fairness opinions do not take into account changes to the terms of the merger which were affected by the prior amendments to the merger agreement, and will not take into account future amendments to the merger agreement. Additionally, changes in the operations and prospects of Camber or Viking, general market and economic conditions and other factors which may be beyond the control of Camber and Viking, and on which the fairness opinions were based, may have altered the value of Camber or Viking or the prices of shares of Camber common stock and shares of Viking common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of any date other than the dates of those opinions.

Combining Camber and Viking may be more difficult, costly or time-consuming than expected and Camber and Viking may fail to realize the anticipated benefits of the merger, including expected financial and operating performance of the combined company.

The success of the merger will depend, in part, on the combined company’s ability to realize anticipated cost savings from combining the businesses of Camber and Viking. To realize the anticipated benefits and cost savings from the merger, Camber and Viking must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If Camber and Viking are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated.

Camber and Viking have operated and, until the completion of the merger, must continue to operate independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with leaseholders, customers, suppliers and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Camber and Viking during this transition period and for an undetermined period after completion of the merger on the combined company. All projections regarding the combined company’s business are, by their nature, estimates which are subject to risks and uncertainties. Business and financial measures of the combined company, including, but not limited to, revenue, free cash flow, synergies and dividend yield, are uncertain and subject to change based on changes in assumptions underlying such measures or other changes in circumstances, many of which may be outside of Camber’s or Viking’s control.

The combined company may be unable to retain Camber and/or Viking personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Camber and Viking. It is possible that these employees may decide not to remain with Camber or Viking, as applicable, while the merger is pending, or with the combined company after the merger is consummated. If key employees terminate their employment, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Camber and Viking to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Camber and Viking may not be able to locate or retain suitable replacements for any key employees who leave either company.

The unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus are preliminary and estimated, and the actual financial condition and results of operations of the combined company after the merger may differ materially.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments, which are based upon preliminary estimates, to record Viking as the accounting acquirer, and to estimate the fair value of Camber’s identifiable assets acquired and liabilities assumed and the resulting goodwill recognized. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Camber/Viking as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 230.

Certain of Camber’s and Viking’s directors and executive officers may have interests in the merger that may differ from the interests of Camber stockholders and Viking stockholders.

Camber stockholders and Viking stockholders should be aware that some of Camber’s and Viking’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Camber stockholders and Viking stockholders generally. These interests and arrangements may create potential conflicts of interest. The Camber board and the Viking board were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that holders of common stock vote to for the merger agreement and the Camber share issuance, as applicable. For a more complete description of these interests, see “The Merger—Interests of Camber’s Directors and Executive Officers in the Merger” beginning on page 181 and “The Merger—Interests of Viking’s Directors and Executive Officers in the Merger” beginning on page 182.

Termination of the merger agreement could negatively impact Camber and/or Viking.

If the merger agreement is terminated, there may be various consequences. For example, Camber’s or Viking’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Camber’s or Viking’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, Camber may also retain a portion of Viking’s Elysium subsidiary, which could negatively impact Viking and/or Camber. For example, in the event of termination of the merger agreement by either party because there is a reasonable likelihood that the combined company will not meet the initial listing requirements of the NYSE American, required regulatory approvals will not be obtained, or the Form S-4 of which this joint proxy statement/prospectus is a part, will not be declared effective, through no fault of Camber or Viking, Camber will retain a 20% interest in Elysium if the Secured Notes (defined below under “The Merger Agreement—Camber’s Elysium Interest” beginning on page 202) owed by Viking to Camber are repaid on or prior to the 90th day following the termination of the merger agreement (and a required additional payment is made in connection therewith from Viking to Camber), and Camber will return a 10% interest in Elysium to Viking. In the event of termination of the merger agreement by either party, through no fault of Camber, Camber will retain a 25% interest in Elysium if the payment obligations relating to the Secured Notes are met and it will return a 5% interest in Elysium to Viking; in the event of termination of the merger agreement due to the failure of Camber’s shareholders to approve the merger Camber will retain a 15% interest in Elysium; and in the event of termination of the merger agreement due to a material breach of the merger agreement by Camber or its disclosure schedules, and if the payment obligations relating to the Secured Notes are met, Camber will return the entire 30% interest in Elysium to Viking. If the payment obligations relating to the Secured Notes are not met, Camber will retain the entire 30% interest in Elysium following any termination of the merger agreement for any reason. See also “The Merger Agreement—Camber’s Elysium Interest” beginning on page 202 and “The Merger Agreement— Termination of the Merger Agreement”, beginning on page 203. In the event of termination of the merger agreement through no fault of Viking, due to the failure of the Camber stockholders to approve the Camber share issuance and charter amendment, Camber will issue Viking 300,000 restricted shares of Camber common stock as a termination fee, subject to Viking confirming its status as an ‘accredited investor’ and making certain other customary representations to Camber in order to allow Camber to claim an exemption from registration for such issuance, and subject to NYSE American additional listing approval of such shares. See also “The Merger Agreement—Termination of the Merger Agreement” beginning on page 203.

Additionally, each of Camber and Viking has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus, and filing and other fees paid or to be paid to the SEC and other regulatory agencies in connection with the merger. If the merger is not completed, Camber and Viking would nonetheless have to recognize these expenses but without realizing the expected benefits of the merger.

Camber and Viking will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, suppliers and customers may have an adverse effect on Camber or Viking. These uncertainties may impair Camber’s or Viking’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Camber or Viking to seek to change existing business relationships with Camber or Viking. In addition, subject to certain exceptions, Camber and Viking have agreed to operate their respective businesses in the ordinary course consistent with past practice prior to closing. See “The Merger Agreement—Covenants and Agreements” beginning on page 195 for a description of the restrictive covenants applicable to Camber and Viking.

The merger agreement contains provisions that could adversely impact competing proposals to acquire Camber. These provisions include the prohibition on Camber generally from soliciting any acquisition proposal or offer for a competing transaction and the requirement that Camber transfer back to Viking up to the entire 30% interest in Elysium which it acquired on February 3, 2020 (25%) and June 25, 2020 (5%), if the merger agreement is terminated in specified circumstances and requiring Camber, upon termination of the merger, to redeem 630 shares of Series C Preferred Stock held by Discover at an aggregate price of $6,930,000. These provisions might discourage a third party that might have an interest in acquiring all or a significant part of Camber from considering or proposing an acquisition, even if that party were prepared to pay consideration with a higher value than the current proposed merger consideration. Furthermore, the termination fee may result in a potential competing acquirer proposing to pay a lower per share price to acquire Camber than it might otherwise have proposed to pay.

Holders of Camber and Viking common stock will have a reduced ownership and voting interest in the combined company after the merger and will therefore have less voting influence over the combined company.

Holders of Camber and Viking common stock currently have the right to vote in the election of the board of directors and on other matters involving Camber and Viking, respectively. In the merger, each Viking stockholder who receives shares of Camber common stock will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than such holder’s percentage ownership of Viking. Upon completion of the merger, Viking stockholders as of immediately prior to the merger will collectively own approximately (80%) of the outstanding shares of the combined company immediately after the merger (when including shares of common stock issuable upon conversion of the Camber Series A Preferred Stock), and Camber stockholders as of immediately prior to the merger will collectively own approximately (20%) of the outstanding shares of the combined company immediately after the merger (in each case, on a fully diluted basis and without regard to the fact that immediately prior to the merger, certain stockholders may own both Camber and Viking stock), without taking into account Camber’s Series C Preferred Stock holder. As a result, Viking stockholders will have less voting influence on the combined company and may have less influence on its management and policies than they now have on Viking, and Camber stockholders will have less voting influence on the combined company and may have less influence on its management and policies than they now have on Camber.

Camber stockholders will not have appraisal rights in the merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under the relevant provisions of the NRS, the Camber stockholders will not be entitled to appraisal rights in connection with the merger with respect to their shares of Camber common stock.

Stockholder litigation could prevent or delay the closing of the merger or otherwise negatively impact the business and operations of Camber and Viking.

Camber and Viking may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Camber and Viking and could prevent or delay the consummation of the merger.

In the event the merger closes, it will cause immediate and substantial dilution to existing stockholders and a change of control of Camber.

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each share of common stock of Viking issued and outstanding immediately prior to the effective time, other than certain shares owned by Camber, Viking and Merger Sub, and the holders of the Viking Series C Preferred Stock will have their preferred stock converted into Camber Series A Preferred Stock, which converts into Camber common stock, will in aggregate have the right to receive their pro rata share of 80% of Camber’s post-effective time capitalization in the merger, taking into account the number of shares of common stock of Camber outstanding on a fully-diluted basis and without taking into account any shares of common stock which the holder of Camber’s Series C Preferred Stock can receive upon conversion of the Series C Preferred Stock, subject to certain adjustment mechanisms discussed in the merger agreement. As such, in the event the contemplated merger closes, the issuance of the common stock and preferred stock consideration to Viking stockholders will result in immediate and substantial dilution to the interests of Camber’s then stockholders and result in a change of control of Camber.

Failure to complete the merger could negatively impact Camber’s stock price and future business and financial results.

If the merger is not completed, Camber’s ongoing business may be adversely affected and it would be subject to a number of risks, including the following:

●          it will not realize the benefits expected from the merger, including a potentially enhanced competitive and financial position, expansion of assets and therefore opportunities, and will instead be subject to all the risks Camber currently faces as an independent company;

●          it may experience negative reactions from the financial markets and its partners and employees;

●          under the merger agreement, Camber may be required to transfer back to Viking the 30% interest in Elysium which Camber has acquired to date, and will be required to redeem 630 shares of Series C Preferred Stock held by Discover at a price of $6,930,000 if the merger is terminated. If such termination fee is payable, the payment of this fee could have material and adverse consequences to Camber’s financial condition and operations. Furthermore, although Viking has agreed to pay Camber a break-up fee in the event the merger is terminated, which will allow Camber to redeem the 630 shares of Series C Preferred Stock required to be redeemed from Discover, Viking may be unable to pay such amount when due;

●          the merger agreement places certain restrictions on the conduct of Camber’s business prior to the completion of the merger or the termination of the merger agreement. Such restrictions, the waiver of which is subject to the consent of Viking, may prevent Camber from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the merger; and

●          matters relating to the merger (including integration planning) may require substantial commitments of time and resources by Camber’s management, which would otherwise have been devoted to other opportunities that may have been beneficial to Camber as an independent company.

The merger agreement may be terminated in accordance with its terms, and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger as described below under “The Merger Agreement—Conditions to Complete the Merger” beginning on page 200. These conditions to the closing of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not completed by September 30, 2020 (or up to December 30, 2020, if the required closing date is extended by the parties, which is allowed under certain circumstances), either Camber or Viking may choose not to proceed with the merger, and the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval. In addition, Camber or Viking may elect to terminate the merger agreement in certain other circumstances.

Certain of Viking’s convertible note holders will need to approve the merger, or be repaid, prior to the merger closing.

As of August 20, 2020, Viking’s outstanding convertible notes consisted of (i) convertible notes maturing on August 31, 2020, in the aggregate principal amount of approximately $83,000, with 50% of the principal amount under each note convertible into Viking common stock at $0.20 per share; (ii) convertible notes maturing on December 31, 2020, in the aggregate principal amount of approximately $6,519,320, with 50% of the principal amount under each note convertible into Viking common stock at $0.20 per share; (iii) a convertible note maturing January 3, 2021, in the principal amount of $500,000, with 100% of the principal amount convertible into Viking common stock at $0.15 per share, and (iv) convertible notes maturing on February 11, 2022, in the aggregate principal amount of approximately $5,277,004, with 100% of the principal amount under each note convertible into Viking common stock at $0.15 per share. If the merger closes prior to the repayment in full (or partial conversion and repayment of the remaining portion) of Viking’s outstanding convertible promissory notes maturing on August 31, 2020, and December 31, 2020, each of the holders of those notes will have to approve the merger, or their notes will need to be repaid in full at closing of the merger. Any failure of those note holders to approve the merger, or Viking to repay those note holders prior to closing, may prevent the merger from closing. Viking may raise funding through the sale of debt or equity prior to the closing of the merger to repay those note holders, which may cause significant dilution to existing stockholders of Viking and may reduce (as a result of the exchange ratio) the number of shares of Camber common stock which Viking stockholders would otherwise receive as part of the merger. Such dilution and adjustment to the exchange ratio will not be known until after Viking stockholders have approved the merger.

Certain of Viking’s warrant holders will need to approve the merger prior to the merger closing.

As of August 20, 2020, Viking’s outstanding warrants to purchase common stock of Viking included (i) warrants to purchase approximately 10,043,431 shares of Viking common stock, with the warrants requiring the consent of the holders of the warrants (the “Consenting Warrants”) prior to closing the merger, and (ii) warrants to purchase approximately 38,883,008 shares of Viking common stock not requiring warrant holder consent prior to closing the merger. As of August 20, 2020, holders of approximately 98.9% of the Consenting Warrants have consented to the merger, and holders of the remaining 1.1% have not. If Viking is unable to obtain the consent of all of the holders of the Consenting Warrants to the merger, the closing of the merger may not occur. Furthermore, Viking may need to issue holders of the Consenting Warrants equity consideration in order to induce them to approve the merger, the issuance of which may cause dilution to existing stockholders of Viking and may reduce (as a result of the exchange ratio) the number of shares of Camber common stock which Viking stockholders would otherwise receive as part of the merger. Such dilution and adjustment to the exchange ratio will not be known until after Viking stockholders have approved the merger.

Termination of the merger agreement could negatively impact Camber.

In the event the merger agreement is terminated, Camber’s business may have been adversely impacted by its failure to pursue other beneficial opportunities due to the focus of management on the merger, and the market price of its common stock might decline to the extent that the current market price reflects a market assumption that the merger will be completed. If the merger agreement is terminated and Camber’s Board of Directors seeks another merger or business combination, Camber’s stockholders cannot be certain that Camber will be able to find a party willing to offer equivalent or more attractive consideration than the consideration provided for by the merger. If the merger agreement is terminated under certain circumstances, Camber may be required to transfer Viking back the 30% interest in Elysium and will be required to redeem 630 shares of Series C Preferred Stock held by Discover at a price of $6,930,000. Although Viking has agreed to repay the Secured Notes (defined below under “The Merger Agreement—Camber’s Elysium Interest” beginning on page 202) upon the termination of the merger agreement and to pay Camber an additional amount as a break-up fee upon termination of the merger, which if paid will be sufficient for Camber to pay the amount it owes to Discover in connection with the redemption of 630 shares of Series C Preferred Stock ($6,930,000), Viking may be unable to pay such amounts when due and Camber may be unable to pay any difference in amounts owed. If Camber is unable to timely pay Discover amounts due in connection with the required redemption of the Series C Preferred Stock it could have a material adverse effect on Camber’s cash flows, operations, and its ability to continue as a going concern, all of which could cause the value of Camber’s common stock to decline in value or become worthless.

Significant costs are expected to be incurred in connection with the consummation of the merger and integration of Camber and Viking into a single business, including legal, accounting, financial advisory and other costs.

If the merger is consummated, Camber and Viking expect to incur significant costs in connection with integrating their operations and personnel. These costs may include costs for:

In addition, Camber and Viking expect to incur a number of non-recurring costs associated with combining the operations of the two companies, which cannot be estimated accurately at this time. Camber and Viking will also incur transaction fees and other costs related to the merger. Additional unanticipated costs may be incurred in the integration of the businesses of Camber and Viking. Although Camber and Viking expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all. There can be no assurance that Camber and Viking will be successful in these integration efforts.

The exchange ratio of the merger is calculated without taking into account Camber’s Series C Preferred Stock.

The merger agreement provides that the exchange ratio representing the number of shares of Camber common stock that each holder of Viking common stock will receive in the merger is calculated without regard to the conversion rights of Camber’s Series C Preferred Stock. The conversion price of the Series C Preferred Stock is $162.50 per share for the face amount of each share of Series C Preferred Stock ($10,000 per share). The Series C Preferred Stock also provides that all applicable dividends (conversion premiums), which initially accrued in the amount of 24.95% per annum and which increase or decrease subject to the terms of the Series C Preferred Stock, based on among other things, the trading price of Camber’s common stock, up to a maximum of 34.95% per annum, are due upon conversion or repayment/redemption (where applicable) thereof, for the full seven year term of such securities, based on the face amount of such security. The conversion premium under the Series C Preferred Stock is payable and the dividend rate under the Series C Preferred Stock is adjustable. Specifically, the conversion rate of such premiums and dividends equals 95% of the average of the lowest 5 individual daily volume weighted average prices during the Measuring Period, 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 trigger event has occurred, in which case the conversion rate equals 85% of the lowest daily volume weighted average price during the Measuring Period, less $0.10 per share of common stock not to exceed 85% of the lowest sales prices on the last day of such Measuring Period, less $0.10 per share. Notwithstanding the above, in no event will the value of the common stock pursuant to the foregoing be below the par value per share of the common stock ($0.001). The “Measuring Period” is the period beginning, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, before the applicable notice has been provided regarding the exercise or conversion of the applicable security (provided that the parties have contractually agreed that the Measuring Period for all outstanding shares of Series C Preferred Stock begins on February 3, 2020), and ending, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, after the applicable number of shares stated in the initial exercise/conversion notice have actually been received into Discover’s designated brokerage account in electronic form and fully cleared for trading. Trigger events are described in the designation of the Series C Preferred Stock, but include items which would typically be events of default under a debt security, including filing of reports late with the SEC.

As a result of the above, based on recent trading prices of Camber’s common stock, the 2,770 currently outstanding shares of Series C Preferred Stock would, if converted in full, convert into approximately 72,506,063 shares of common stock, which shares are not included in the calculation of the exchange ratio, and the conversion of which will cause significant dilution to Camber stockholders following the merger. Because the exchange ratio does not take into account the shares of common stock issuable upon conversion of the Series C Preferred Stock, the actual percentage of Camber’s post-merger capitalization received by stockholders of Viking in the merger will be significantly less than 80% of the post-merger capitalization of merger.

Although Discover may not receive shares of common stock exceeding 9.99% of its outstanding shares of common stock immediately after affecting such conversion, this restriction does not prevent Discover from receiving shares up to the 9.99% limit, selling those shares, and then receiving the rest of the shares it is due, in one or more tranches, while still staying below the 9.99% limit. If Discover chooses to do this, it will cause substantial dilution to the then holders of its common stock. Additionally, the continued sale of shares issuable upon successive conversions will likely create significant downward pressure on the price of its common stock as Discover sells material amounts of Camber’s common stock over time and/or in a short period of time. This could place further downward pressure on the price of its common stock and in turn result in Discover receiving an ever increasing number of additional shares of common stock upon conversion of its securities, and adjustments thereof, which in turn will likely lead to further dilution, reductions in the exercise/conversion price of Discover’s securities and even more downward pressure on its common stock, which could lead to its common stock becoming devalued or worthless.

The combined company will be required to re-meet the initial listing standards of the NYSE American in order to close the merger.

The merger agreement provides that in the event the NYSE American determines that the merger constitutes, or will constitute, a “back-door listing”/“reverse merger”, Camber (and its common stock) is required to qualify for initial listing on the NYSE American, pursuant to the applicable guidance and requirements of the NYSE as of the date of the merger and the NYSE American has expressed their initial opinion that the merger will constitute, a “back-door listing”/“reverse merger”. The NYSE American initial listing standards include more stringent requirements than the NYSE American continued listing standards, which as discussed in the risk factors below, Camber is not currently in compliance with; provided that Camber believes it will be in compliance with the continued listing standards upon closing of the merger.

The NYSE American initial listing standards require that issuers meeting one of the following tests: (1) $750,000 of pre-tax income (in either the last fiscal year or two of the three most recent years), $3 million of public float, $4 million of stockholders’ equity and a minimum share price of $3 per share; (2) $15 million of public float, $4 million of stockholders’ equity, a $3 per share price and 2 years of operating history; (3) a $50 million market cap; $15 million of public float, $4 million of stockholders’ equity, and a $2 per share price; (4) a $75 million market cap; $20 million of public float and a $3 per share price; or (5) $75 million in total assets and total revenue (in either the last fiscal year or two of the three most recent years); $20 million of public float and a $3 per share price, plus in each case either (a) 800 public stockholders and 500,000 shares of total public float; (b) 400 public stockholders and 1,000,000 shares of total public float; or (c) 400 public stockholders, 500,000 shares of total public float and a 2,000 share daily trading volume (over the past six months).

Camber as a stand-alone company does not currently meet the initial listing standards described above, and the combined company may similarly not meet such requirements.

Camber’s Series C Preferred Stockholder, Discover, holds rights of first refusal to provide further funding and favored nation rights.

Camber has granted 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 are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match. Such right of first refusal may delay or prevent Camber from raising funding in the future.

Camber also 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, including the Series C Preferred Stock and the agreements relating to the sale thereof. Such favored nations provision may make it more costly to complete transactions in the future, may prevent future transactions from occurring and/or may provide Discover additional rights than it currently has, all of which may cause significant dilution to existing stockholders, and/or cause the value of Camber’s common stock to decline in value.

Viking’s Chief Executive Officer, James Doris, holds preferred stock which currently affords him enough stockholder votes to control Viking and approve the merger on behalf of Viking’s stockholders, and will provide him significant voting control over the combined company.

Viking’s CEO and director, James Doris, holds 28,092 shares of Viking Series C Preferred Stock, with each share of preferred stock entitling the holder thereof to 4,900 votes on all matters submitted to the vote of Viking’s security holders. By virtue of such stock ownership, Mr. Doris is able to control the election of the members of Viking’s Board of Directors and to generally exercise control over the affairs of Viking, including approving the merger.

Although such Viking Series C Preferred Stock will be exchanged for Camber Series A Preferred Stock as a result of the merger, such Camber Series A Preferred Stock will be able to vote, and be converted into, the same number of shares of Camber common stock as a holder would have received in the merger if such preferred stock was converted into Common Stock immediately prior to the effective time. As a result, it is currently anticipated that Mr. Doris (or his assigns) will control approximately 30% of the combined company’s voting shares following the merger, which number may be decreased by dilution to Viking stockholders and the voting rights of the Viking Series C Preferred Stock as a result of the sale of equity prior to closing and other issuances of Viking common stock which may occur prior to closing. As such, Mr. Doris will have significant control over the combined company following the closing, and the interests of Mr. Doris may differ from other stockholders. There can be no assurance that conflicts of interest will not arise with respect to Mr. Doris’s ownership of Camber Series A Preferred Stock, or that such conflicts will be resolved in a manner favorable to combined company stockholders. See “The Merger—Interests of Viking’s Directors and Executive Officers in the Merger” beginning on page 182 and “Security Ownership of Combined Company Beneficial Owners and Management Subsequent to Merger”, beginning on page 250.

Camber’s officers and directors will receive significant consideration and bonuses in the event the merger closes.

On August 31, 2020, Camber’s Board of Directors entered into Past Service Payment and Success Bonus Agreements with each non-executive member of the Board of Directors of Camber, and each of Louis G. Schott, Camber’s Interim Chief Executive Officer and Robert Schleizer, Camber’s Chief Financial Officer (collectively, the “Merger Compensation Agreements”). Pursuant to such agreements: each non-executive director, and each officer, of Camber, is to receive, contingent upon closing the merger, $100,000 in consideration for past services provided to Camber through the date of the merger as a member of the Board of Directors/officer, and $50,000 as a success bonus for Camber’s successful completion of the merger, in cash, contingent on such non-executive director/officer’s continued service to Camber at the same level of service he is currently performing, through the effective date of the merger. The consideration payable to the officers and directors of Camber upon the closing of the merger will (a) reduce the cash available for the combined company’s activities; (b) reduce the amount of cash which would have otherwise been deemed Camber Surplus Cash (which would have resulted in an increase to the percentage of the combined company which Camber stockholders would have received upon the closing of the merger); and (c) may result in conflicts of interest between such officers and directors and other stockholders of Camber. See also “The Merger—Interests of Camber’s Directors and Executive Officers in the Merger” beginning on page 181.

General Business and Other Risks Relating to Camber

Camber’s business and operations are subject to many risks. The risks described below may not be the only risks Camber faces, as its business and operations may also be subject to risks that it does not yet know of, or that it currently believes are immaterial. If any of the events or circumstances described below actually occurs, Camber’s business, financial condition, results of operations or cash flow could be materially and adversely affected and the trading price of its common stock could decline. The following risk factors should be read in conjunction with the other information contained herein, including the financial statements and the related notes. Please read “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this joint proxy statement/prospectus, where Camber describes additional uncertainties associated with Camber’s business and the forward-looking statements included in this joint proxy statement/prospectus.

Camber currently has only limited oil and gas operations.

Camber’s Hutchinson County, Texas leases, which made up approximately 30% of its historical total producing properties, were transferred in July 2020 as part of a settlement agreement. Although prior to the settlement, Camber was in the process of performing workovers on the wells on the leases and had very limited production from the properties, Camber’s oil and gas revenues, results of operations and prospects in the future may be materially adversely affected as a result of such transfer. Camber’s primary assets as of this date are its indirect interests in the Elysium assets and its non-operated assets in Glasscock County, Texas. Notwithstanding the above, Camber’s management believes that Camber’s current non-operated properties will be immaterial to the combined company following the merger and following the merger the combined company’s management will determine what course to take regarding such combined company assets, including Camber’s non-operated properties.

Lineal and Viking owe Camber a substantial amount of money which may not be timely repaid, if at all.

Pursuant to a December 31, 2019 Redemption Agreement entered into between Camber and the prior owners of Lineal, Camber entered into a new unsecured promissory note in the amount of $1,539,719 with Lineal, evidencing the outstanding amount of a prior July 2019 promissory note, together with additional amounts loaned by Camber to Lineal through December 31, 2019 (the “December 2019 Lineal Note”); and loaned Lineal an additional $800,000, which was evidenced by an unsecured promissory note in the amount of $800,000, entered into by Lineal in favor of Camber on December 31, 2019 (“Lineal Note No. 2”). The December 2019 Lineal Note and Lineal Note No. 2, accrue interest, payable quarterly in arrears, beginning on March 31, 2020 and continuing until December 31, 2021, when all interest and principal is due, at 8% and 10% per annum (18% upon the occurrence of an event of default), respectively. The December 2019 Lineal Note and Lineal Note No. 2 are unsecured.

On February 3, 2020 and June 25, 2020, Camber advanced $5 million and $4.2 million, respectively, to Viking, and Viking provided Camber, among other things, the Secured Notes, defined and described in greater detail below under, “The Merger Agreement—Camber’s Elysium Interest” beginning on page 199. The Secured Notes accrue interest at the rate of 10.5% per annum, payable quarterly and are due and payable on February 3, 2022. The notes include standard events of default, including certain defaults relating to the trading status of Viking’s common stock and change of control transactions involving Viking. The Secured Notes can be prepaid at any time with prior notice as provided therein, and together with a pre-payment penalty equal to 10.5% of the original amount of the Secured Notes. The Secured Notes are secured by a security interest, pari passu with the other investors in Viking’s Secured Note offering (subject to certain pre-requisites) in Viking’s 70% ownership of Elysium and 100% of Ichor Energy Holdings, LLC. Additionally, pursuant to a separate Security and Pledge Agreement, Viking provided Camber a security interest in the membership, common stock and/or ownership interests of all of Viking’s existing and future, directly owned or majority owned subsidiaries, to secure the repayment of the Secured Notes. The Secured Notes will be forgiven upon the closing of the merger.

In the event the Lineal notes or the Secured Notes are not paid when due and/or the interest thereon is not timely paid, Camber may have to take legal action to enforce the repayment of such notes. Furthermore, Lineal and/or Viking may not have sufficient cash to repay such notes when due, including, but not limited to interest due thereon. The Lineal notes are unsecured and as such, secured credits of Lineal may have priority rights to Lineal’s assets in connection with any liquidation or bankruptcy. Although the Secured Notes are secured by Viking, such security interest may not be sufficient to repay the notes and other creditors may have priority rights to such collateral. In the event the notes payable to Camber are not timely paid and/or not paid in full, it could have a material adverse effect on Camber’s cash flows and its ability to pay its debts as they become due. Any failure by Viking or Lineal to timely repay their debt obligations to Camber could cause the value of Camber’s securities to decline in value or become worthless.

Camber may have difficulty managing growth in its business, which could have a material adverse effect on its business, financial condition and results of operations and its ability to execute its business plan in a timely fashion.

Because of Camber’s small size, growth in accordance with its business plans, if achieved, will place a significant strain on its financial, technical, operational and management resources. If Camber expands its activities, developments and production, and increases in the number of projects it is evaluating or in which it participates, there will be additional demands on its financial, technical and management resources. The failure to continue to upgrade its technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties, including the inability to recruit and retain experienced managers, geoscientists, petroleum engineers, landmen, engineers and employees could have a material adverse effect on Camber’s business, financial condition and results of operations and its ability to execute its business plan in a timely fashion.

Camber depends significantly upon the continued involvement of its present management.

Camber depends to a significant degree upon the involvement of its management, specifically, its Interim Chief Executive Officer, Louis G. Schott, who is in charge of its strategic planning and operations, and its Chief Financial Officer, Robert Schleizer. Camber’s performance and success are dependent to a large extent on the efforts and continued employment of Mr. Schott and Mr. Schleizer. Camber does not believe that Mr. Schott or Mr. Schleizer could be quickly replaced with personnel of equal experience and capabilities, and their successor(s) may not be as effective. If Mr. Schott, Mr. Schleizer, or any of its other key personnel resign or become unable to continue in their present roles and if they are not adequately replaced, Camber’s business operations could be adversely affected.

Camber has an active Board of Directors that meets several times throughout the year and is intimately involved in its business and the determination of its operational strategies. Members of Camber’s Board of Directors work closely with management to identify potential prospects, acquisitions and areas for further development. If any of its directors resign or become unable to continue in their present role, it may be difficult to find replacements with the same knowledge and experience and as a result, its operations may be adversely affected.

Future increases in Camber’s tax obligations; either due to increases in taxes on energy products, energy service companies and exploration activities or reductions in currently available federal income tax deductions with respect to oil and natural gas exploration and development, may adversely affect its results of operations and increase its operating expenses.

Federal, state and local governments have jurisdiction in areas where Camber operates and impose taxes on the oil and natural gas products it sells. There are constant discussions by federal, state and local officials concerning a variety of energy tax proposals, some of which, if passed, would add or increase taxes on energy products, service companies and exploration activities. The passage of any legislation or any other changes in U.S. federal income tax laws could impact or increase the taxes that it is required to pay and consequently adversely affect Camber’s results of operations and/or increase its operating expenses.

Camber’s officers and directors have limited liability, and Camber is required in certain instances to indemnify its officers and directors for breaches of their fiduciary duties.

Camber has adopted provisions in its articles of incorporation and bylaws which limit the liability of its officers and directors and provide for indemnification by it of its officers and directors to the full extent permitted by Nevada corporate law. Camber’s articles generally provide that its officers and directors shall have no personal liability to it or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit Camber’s stockholders’ ability to hold officers and directors liable for breaches of fiduciary duty, and may require Camber to indemnify its officers and directors.

Camber it may incur additional indebtedness, which could reduce its financial flexibility, increase interest expense and adversely impact its operations in the future.

Camber currently has no significant outstanding indebtedness; however, in the future it may incur significant amounts of additional indebtedness in order to make acquisitions or to develop properties. Camber’s level of future indebtedness could affect its operations in several ways, including the following:

A high level of indebtedness increases the risk that Camber may default on its debt obligations. Camber may not be able to generate sufficient cash flows to pay the principal or interest on its debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. If it does not have sufficient funds and is otherwise unable to arrange financing for future operations, Camber may have to sell significant assets or have a portion of its assets foreclosed upon which could have a material adverse effect on its business, financial condition and results of operations.

Specific Risks Relating to Camber’s Oil and Gas Operations

Camber currently has limited production and revenues from its non-operated properties.

Camber’s interest in non-operated properties are producing limited revenues. As such, Camber does not anticipate generating any significant revenues through the closing date of the merger, and will need to rely on cash on hand, funds which it can raise through the sale of equity (including shares of Series C Preferred Stock) and other borrowings to support its operations, pay operational expenses, and funds due in connection with the preparation and negotiation of the merger documents and related filing documents, and its filings with the SEC. Such funds may not be available on favorable terms if at all. In the event that Camber runs out of available funds prior to the date of the merger, it may be forced to abandon the merger and/or its filings with the SEC, and may be forced to seek bankruptcy protection.

Camber is subject to production declines and loss of revenue due to shut-in wells.

The majority of Camber’s historical oil and gas production revenues have come from a small number of producing wells. Camber does not currently have any material producing wells aside from its interests in the Elysium assets. If in the future, wells which Camber owns are required to be shut-in (as they were for various periods in the past), its production and revenue could be adversely affected. Camber’s wells have historically been shut-in from time-to-time for maintenance, workovers, upgrades and other matters outside of its control, including repairs, adverse weather (including hurricanes, flooding and tropical storms), inability to dispose of produced water or other regulatory and market conditions. Any significant period where its wells are shut-in, would have a material adverse effect on its future results of production, oil and gas revenues and net income or loss for the applicable period. However, notwithstanding the above, Camber’s management believes that Camber’s non-operated properties will be immaterial to the combined company following the merger and following the merger the combined company’s management will determine what course to take regarding such combined company assets, including Camber’s non-operated properties.

Camber’s business and operations may be adversely affected by the recent COVID-19 pandemic or other similar outbreaks.

As a result of the recent COVID-19 outbreak or other adverse public health developments, including voluntary and mandatory quarantines, travel restrictions and other restrictions, Camber’s operations, and those of Camber’s subcontractors, customers and suppliers, have and may continue to experience delays or disruptions and temporary suspensions of operations. In addition, Camber’s financial condition and results of operations have been and may continue to be adversely affected by the coronavirus outbreak.

The timeline and potential magnitude of the COVID-19 outbreak is currently unknown.  The continuation or amplification of this virus could continue to more broadly affect the United States and global economy, including Camber’s business and operations, and the demand for oil and gas (as it has already).  For example, a significant outbreak of coronavirus or other contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect Camber’s operating results. In addition, the effects of COVID-19 and concerns regarding its global spread have recently negatively impacted the domestic and international demand for crude oil and natural gas, which has contributed to price volatility, impacted the price we receive for oil and natural gas and materially and adversely affected the demand for and marketability of Camber’s production. As the potential impact from COVID-19 is difficult to predict, the extent to which it may negatively affect Camber’s operating results or the duration of any potential business disruption is uncertain. Any impact will depend on future developments and new information that may emerge regarding the severity and duration of COVID-19 and the actions taken by authorities to contain it or treat its impact, all of which are beyond Camber’s control. These potential impacts, while uncertain, could adversely affect Camber’s operating results, notwithstanding the fact that the impact of COVID-19 has already negatively affected Camber’s first quarter and second quarter results of operations.

Furthermore, COVID-19 and the measures being taken to address and limit the spread of the virus have adversely affected the economies and financial markets of many countries, resulting in an economic downturn that has negatively impacted, and may continue to negatively impact, global demand and prices for crude oil and NGLs. If the COVID-19 outbreak should continue or worsen, we may also experience disruptions to commodities markets, equipment supply chains and the availability of personnel, which could adversely affect Camber’s ability to conduct Camber’s business and operations. There are still too many variables and uncertainties regarding the COVID-19 pandemic - including the ultimate geographic spread of the virus, the duration and severity of the outbreak and the extent of travel restrictions and business closures imposed in affected countries - to fully assess the potential impact on Camber’s business and operations.

Downturns and volatility in global economies and commodity and credit markets have materially adversely affected Camber’s business, results of operations and financial condition.

Camber’s results of operations are materially adversely affected by the conditions of the global economies and the credit, commodities and stock markets. Among other things, Camber has recently been adversely impacted, and anticipates to continue to be adversely impacted, due to a global reduction in consumer demand for oil and gas, and consumer lack of access to sufficient capital to continue to operate their businesses or to operate them at prior levels. In addition, a decline in consumer confidence or changing patterns in the availability and use of disposable income by consumers can negatively affect the demand for oil and gas and as a result Camber’s results of operations.

Camber faces intense competition in connection with its oil and gas operations.

Camber is in direct competition for properties with numerous oil and natural gas companies, drilling and income programs and partnerships exploring various areas of Texas and Louisiana. Many competitors are large, well-known energy companies, although no single entity dominates the industry. Many of its competitors possess greater financial and personnel resources enabling them to identify and acquire more economically desirable energy producing properties and drilling prospects than Camber. Additionally, there is competition from other fuel choices to supply the energy needs of consumers and industry. Management of Camber believes that a viable marketplace exists for smaller producers of natural gas and crude oil.

Camber has identified material weaknesses in its disclosure controls and procedures and internal control over financial reporting. If not remediated, its failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which could have a material adverse effect on its financial condition and the trading price of its common stock.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for Camber to produce reliable financial statements. As of June 30, 2020, Camber’s Interim CEO and CFO have determined that Camber’s disclosure controls and procedures were not effective, and such disclosure controls and procedures have not been deemed effective since approximately September 30, 2017. Separately, management assessed the effectiveness of Camber’s internal control over financial reporting as of March 31, 2020 and determined that such internal control over financial reporting was not effective as a result of such assessment, due mainly to limited staff and lack of segregation of duties.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Camber’s annual or interim financial statements will not be prevented or detected on a timely basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for Camber to produce reliable financial statements and Camber is committed to remediating its material weaknesses in such controls as promptly as possible. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Any failure to remediate the material weaknesses, or the development of new material weaknesses in Camber’s internal control over financial reporting, could result in material misstatements in its financial statements and cause it to fail to meet its reporting and financial obligations, which in turn could have a material adverse effect on its financial condition and the trading price of its common stock, and/or result in litigation against Camber or its management. In addition, even if Camber was successful in strengthening its controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or facilitate the fair presentation of its financial statements or its periodic reports filed with the SEC.

If Camber does not hedge its exposure to reductions in oil and natural gas prices, it may be subject to significant reductions in prices. Alternatively, Camber may use oil and natural gas price hedging contracts, which involve credit risk and may limit future revenues from price increases and result in significant fluctuations in its profitability.

In the event that Camber chooses not to hedge its exposure to reductions in oil and natural gas prices by purchasing futures and by using other hedging strategies, Camber may be subject to significant reduction in prices which could have a material negative impact on its profitability. Alternatively, Camber may elect to use hedging transactions with respect to a portion of its oil and natural gas production to achieve more predictable cash flow and to reduce its exposure to price fluctuations. While the use of hedging transactions limits the downside risk of price declines, their use also may limit future revenues from price increases. Hedging transactions also involve the risk that the counterparty may be unable to satisfy its obligations.

All of Camber’s oil and gas properties are located in Texas and Louisiana, making it vulnerable to risks associated with operating in one major geographic area.

All of Camber’s oil and gas properties are located in Texas and Louisiana. As a result, Camber may be disproportionately exposed to the impact of delays or interruptions of production from wells caused by transportation capacity constraints, curtailment of production, availability of equipment, facilities, personnel or services, significant governmental regulation, natural disasters, adverse weather conditions, or interruption of transportation of oil or natural gas produced from the wells in this area, governmental restrictions, stay-at-home orders and local outbreaks of communicable diseases, including COVID-19. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic oil and gas producing areas such as the ones Camber operates in, which may cause these conditions to occur with greater frequency or magnify the effect of these conditions. Due to the concentrated nature of Camber’s portfolio, a number of its properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on its results of operations than they might have on other companies that have a more diversified portfolio of properties. Such delays or interruptions could have a material adverse effect on Camber’s financial condition and results of operations.

Camber is limited in its ability to undertake subsequent financings.

On and effective June 22, 2020, Camber and Discover entered into a Stock Purchase Agreement (the “June 2020 Purchase Agreement”). Pursuant to the June 2020 Purchase Agreement, as long as Discover holds any shares of Camber Series C Preferred Stock, Camber agreed that, except as contemplated in connection with the merger, Camber 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; 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 its common stock. These restrictions may make it more costly for Camber to raise funding in the future or may limit Camber’s ability to raise funding, which could force Camber to curtail its business plan or prohibit Camber from taking advantage of an attractive investment, acquisition or drilling activities, all of which could have a negative effect on the value of Camber’s common stock and its near-term or long-term prospects.

Risks Relating Ownership of Camber’s Securities

If Camber is unable to maintain compliance with NYSE American continued listing standards, its common stock may be delisted from the NYSE American equities market, which would likely cause the liquidity and market price of its common stock to decline.

Camber’s common stock is currently listed on the NYSE American. The NYSE American will consider suspending dealings in, or delisting, securities of an issuer that do not meet its continued listing standards. If it cannot meet the NYSE American continued listing requirements, the NYSE American may delist its common stock, which could have an adverse impact on Camber and the liquidity and market price of its stock.

On February 24, 2020, Camber received notice from the NYSE American (the “Exchange”) that Camber was not in compliance with certain of the Exchange’s continued listing standards as set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”). Specifically, because Camber reported stockholders’ equity of $3.1 million as of December 31, 2019 and net losses in three of its four most recent fiscal years then ended, Camber did not comply with Section 1003(a)(ii) of the Company Guide because it had stockholders’ equity of less than $4,000,000 and reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. In order to maintain its listing on the Exchange, the Exchange requested Camber submit a plan of compliance (the “Plan”) by March 25, 2020 addressing how Camber intended to regain compliance with Section 1003(a)(ii) of the Company Guide by August 24, 2021, which plan was submitted and accepted. During the plan period, Camber is able to continue its listing and will be subject to continued periodic review by the Exchange staff. If Camber does not make progress consistent with the Plan during the plan period, Camber will be subject to delisting procedures as set forth in the Company Guide.

It is a required condition to the closing of the merger that in the event the Exchange determines that the merger constitutes, or will constitute, a “back-door listing”/“reverse merger”, which we expect that it will, Camber (and its common stock) will qualify for initial listing on the NYSE American, pursuant to the applicable guidance and requirements of the Exchange.

Camber may be unable to comply with NYSE American continued listing standards. Camber’s business has been and may continue to be affected by worldwide macroeconomic factors, which include uncertainties in the credit and capital markets. External factors that affect its stock price, such as liquidity requirements of its investors, as well as its performance, could impact its market capitalization, revenue and operating results, which, in turn, could affect its ability to comply with the NYSE American’s listing standards. The NYSE American has the ability to suspend trading in its common stock or remove its common stock from listing on the NYSE American if in the opinion of the exchange: (a) the financial condition and/or operating results of Camber appear to be unsatisfactory; or (b) it appears that the extent of public distribution or the aggregate market value of its common stock has become so reduced as to make further dealings on the exchange inadvisable; or (c) it has sold or otherwise disposed of its principal operating assets, or has ceased to be an operating company; or (d) it has failed to comply with its listing agreements with the exchange (which include requiring additional listing approval from the exchange prior to issuing any shares of common stock, something Camber has inadvertently failed to comply with in the past); or (e) any other event shall occur or any condition shall exist which makes further dealings on the exchange unwarranted.

In the past Camber has been out of compliance with the NYSE American’s continued listing standards which (a) require a listed company to maintain stockholders’ equity of more than $2 - $6 million, depending on the prior years of net losses experienced by the listed company; and (b) require a listed company to maintain an average trading price for its securities which exceeds $0.20 per share, for each 30 day rolling period. While it has cured such prior non-compliance, as discussed above, Camber is currently not in compliance with the Exchange’s continued listing rules. Notwithstanding that, Camber expects that upon completion of the merger it will once again regain compliance with the NYSE American listing standards and the parties anticipate Camber being able to meet the initial listing standards of the Exchange prior to the closing of the merger, which is a condition to closing the merger.

If Camber is unable to maintain compliance with the NYSE American criteria for continued listing, its common stock would be subject to delisting. A delisting of its common stock could negatively impact it by, among other things, reducing the liquidity and market price of its common stock and reducing the number of investors willing to hold or acquire its common stock, which could negatively impact its ability to raise equity financing. In addition, delisting from the NYSE American might negatively impact its reputation and, as a consequence, its business. Additionally, if Camber were delisted from the NYSE American and it was not able to list its common stock on another national exchange, it would no longer be eligible to use Form S-3 registration statements (provided that Camber is currently not eligible to use Form S-3 until approximately October 2020 due to a late Form 8-K which was due in September 2019) and will instead be required to file a Form S-1 registration statement for any primary or secondary offerings of common stock, which would delay its ability to raise funds in the future, may limit the type of offerings of common stock it could undertake, and would increase the expenses of any offering, as, among other things, registration statements on Form S-1 are subject to SEC review and comments whereas take downs pursuant to a previously filed Form S-3 are not.

If Camber is delisted from the NYSE American, your ability to sell your shares of common stock of Camber would also be limited by the penny stock restrictions, which could further limit the marketability of your shares.

If Camber’s common stock is delisted from the NYSE American, it would come within the definition of “penny stock” as defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act. That Rule imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors. For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers to sell Camber’s securities, and accordingly would affect the ability of stockholders to sell their securities in the public market. These additional procedures could also limit Camber’s ability to raise additional capital in the future.

Camber does not intend to pay cash dividends to stockholders.

Camber currently anticipates that it will retain all future earnings, if any, to finance the growth and development of its business. Camber does not intend to pay cash dividends in the foreseeable future. Any payment of cash dividends will depend upon its financial condition, capital requirements, earnings and other factors deemed relevant by its Board of Directors. As a result, only appreciation of the price of Camber’s common stock, which may not occur, will provide a return to stockholders.

Camber currently has a volatile market for its common stock, and the market for its common stock is and may remain volatile in the future.

Camber currently has a highly volatile market for its common stock, which market is anticipated to remain volatile in the future. Factors that could affect Camber’s stock price or result in fluctuations in the market price or trading volume of its common stock include:

Camber’s common stock is listed on the NYSE American under the symbol “CEI.” Camber’s stock price may be impacted by factors that are unrelated or disproportionate to Camber’s operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of Camber’s common stock. Additionally, general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of Camber’s common stock. Due to the limited volume of Camber’s shares which trade, it believes that its stock prices (bid, ask and closing prices) may not be related to its actual value, and not reflect the actual value of its common stock. You should exercise caution before making an investment in Camber.

A prolonged decline in the market price of Camber’s common stock could affect its ability to obtain additional financing which would adversely affect its operations.

Historically, Camber has relied on equity and debt financing as primary sources of financing. A prolonged decline in the market price of its common stock or a reduction in its accessibility to the global markets may result in its inability to secure additional financing which would have an adverse effect on Camber’s operations.

Nevada law and Camber’s articles of incorporation authorize Camber to issue shares of stock which shares may cause substantial dilution to its existing stockholders.

Camber has authorized capital stock consisting of 25,000,000 shares of common stock, $0.001 par value per share (which will increase to 250,000,000 shares in the event the Camber charter amendment is approved by stockholders at the meeting) and 10,000,000 shares of preferred stock, $0.001 par value per share. As of September 2, 2020, Camber had 22,872,484 shares of common stock outstanding (prior to taking into account the Camber reverse stock split, in the event the Camber reverse split proposal is approved and such Camber reverse stock split is authorized by the board of directors and becomes effective) and 2,770 shares of Series C Preferred Stock outstanding (each as described in greater detail below under “Description of Camber Capital Stock”, beginning on page 216). As a result, Camber’s Board of Directors has the ability to issue a large number of additional shares of common stock without stockholder approval, subject to the requirements of the NYSE American (which generally require stockholder approval for any transactions which would result in the issuance of more than 20% of its then outstanding shares of common stock or voting rights representing over 20% of its then outstanding shares of stock), which if issued could cause substantial dilution to Camber’s then stockholders. Shares of additional preferred stock may also be issued by Camber’s Board of Directors without stockholder approval, with voting powers and such preferences and relative, participating, optional or other special rights and powers as determined by its Board of Directors, which may be greater than the shares of common stock currently outstanding. As a result, shares of preferred stock may be issued by its Board of Directors which cause the holders to have majority voting power over its shares, provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of its common stock, which may cause substantial dilution to its then common stock stockholders and/or have other rights and preferences greater than those of its common stock stockholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of common stock and preferred stock, which could cause substantial dilution to its existing stockholders. Additionally, the dilutive effect of any preferred stock which Camber may issue may be exacerbated given the fact that such preferred stock may have super voting rights and/or other rights or preferences which could provide the preferred stockholders with substantial voting control over Camber subsequent to the date of this joint proxy statement/prospectus and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or Preferred Stock may cause the value of Camber’s securities to decrease and/or become worthless.

Stockholders may be diluted significantly through Camber’s efforts to obtain financing and/or satisfy obligations through the issuance of additional shares of Camber’s common stock.

Wherever possible, Camber’s Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, Camber believes that the non-cash consideration will consist of shares of its common stock. Subject to certain consent rights of Discover, Camber’s Board of Directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued shares of common stock (subject to NYSE American rules which limit among other things, the number of shares Camber can issue without stockholder approval to no more than 20% of Camber’s outstanding shares of common stock, subject to certain exceptions). These actions will result in dilution of the ownership interests of existing stockholders, and that dilution may be material.

If persons engage in short sales of Camber’s common stock, including sales of shares to be issued upon exercise of its outstanding warrants, convertible debentures and preferred stock, the price of Camber’s common stock may decline.

Selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. In addition, holders of options, warrants and other convertible securities will sometimes sell short knowing they can, in effect, cover through the exercise or conversion of options, warrants and other convertible securities, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Further sales of common stock issued upon exercise or conversion of options, warrants and other convertible securities could cause even greater declines in the price of Camber’s common stock due to the number of additional shares available in the market upon such exercise/conversion, which could encourage short sales that could further undermine the value of Camber’s common stock. You could, therefore, experience a decline in the value of your investment as a result of short sales of Camber’s common stock.

The market price for Camber’s common stock may be volatile, and its stockholders may not be able to sell common stock at a favorable price or at all.

Many factors could cause the market price of Camber’s common stock to rise and fall, including: actual or anticipated variations in its quarterly results of operations; changes in market valuations of companies in its industry; changes in expectations of future financial performance; fluctuations in stock market prices and volumes; issuances of dilutive common stock or other securities in the future; the addition or departure of key personnel; announcements by Camber or its competitors of acquisitions, investments or strategic alliances; and the increase or decline in the price of oil and natural gas.

Substantial sales of Camber’s common stock, or the perception that such sales might occur, could depress the market price of Camber’s common stock.

Camber cannot predict whether future issuances of its common stock or resales in the open market will decrease the market price of its common stock. The impact of any such issuances or resales of its common stock on Camber’s market price may be increased as a result of the fact that its common stock is thinly, or infrequently, traded. The exercise of any options that Camber has or that it may grant to directors, executive officers and other employees in the future, the issuance of common stock in connection with acquisitions and other issuances of its common stock (including shares previously registered in its registration statements and prospectus supplements, and/or in connection with future registration statements or prospectus supplements) could have an adverse effect on the market price of Camber’s common stock. In addition, future issuances of common stock may be dilutive to existing stockholders. Any sales of substantial amounts of common stock in the public market, or the perception that such sales might occur, could lower the market price of Camber’s common stock.

Camber incurs significant costs as a result of operating as a fully reporting publicly traded company and its management is required to devote substantial time to compliance initiatives.

Camber incurs significant legal, accounting and other expenses in connection with its status as a fully reporting public company. Specifically, it is required to prepare and file annual, quarterly and current reports, proxy statements and other information with the SEC. Additionally, Camber’s officers, directors and significant stockholders are required to file Forms 3, 4 and 5 and Schedules 13D/G with the SEC disclosing their ownership of Camber and changes in such ownership. Furthermore, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. In addition, the Sarbanes-Oxley Act requires, among other things, that Camber maintains effective internal controls for financial reporting and disclosure of controls and procedures. The costs and expenses of compliance with SEC rules and Camber’s filing obligations with the SEC, or its identification of deficiencies in its internal controls over financial reporting that are deemed to be material weaknesses, could materially adversely affect Camber’s results of operations or cause the market price of its stock to decline in value.

Securities analyst coverage or lack of coverage may have a negative impact on Camber’s common stock’s market price.

The trading market for Camber’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about Camber or its business. Camber does not have any control over these analysts. If securities or industry analysts stop their coverage of Camber or additional securities and industry analysts fail to cover Camber in the future, the trading price for Camber’s common stock would be negatively impacted. If any analyst or analysts who cover Camber downgrade its common stock, change their opinion of its shares or publish inaccurate or unfavorable research about Camber’s business, Camber’s stock price would likely decline. If any analyst or analysts cease coverage of Camber or fails to publish reports on Camber regularly, demand for Camber’s common stock could decrease and it could lose visibility in the financial markets, which could cause its stock price and trading volume to decline.

Due to the fact that Camber’s common stock is listed on the NYSE American, it is subject to financial and other reporting and corporate governance requirements which increase its cost and expenses.

Camber is currently required to file annual and quarterly information and other reports with the SEC that are specified in Sections 13 and 15(d) of the Exchange Act. Additionally, due to the fact that Camber’s common stock is listed on the NYSE American, it is also subject to the requirements to maintain independent directors, comply with other corporate governance requirements and is required to pay annual listing and stock issuance fees. These obligations require a commitment of additional resources including, but not limited, to additional expenses, and may result in the diversion of Camber’s senior management’s time and attention from its day-to-day operations. These obligations increase its expenses and may make it more complicated or time consuming for it to undertake certain corporate actions due to the fact that it may require the approval of the NYSE American for such transactions and/or NYSE American rules may require Camber to obtain stockholder approval for such transactions.

You may experience future dilution as a result of future equity offerings or other equity issuances.

Camber may in the future issue additional shares of its common stock or other securities convertible into or exchangeable for its common stock.

If Camber makes any acquisitions or enters into any business combinations in the future, they may disrupt or have a negative impact on Camber’s business.

If Camber makes acquisitions or enters into any business combinations in the future, funding permitting, it could have difficulty integrating the acquired companies’ assets, personnel and operations with its own. Additionally, acquisitions, mergers or business combinations it may enter into in the future (other than the merger) could result in a change of control of Camber, and a change in the Board of Directors or officers of Camber. In addition, the key personnel of the acquired business may not be willing to work for the combined company. Camber cannot predict the effect expansion may have on its core business. Regardless of whether Camber is successful in making an acquisition or completing a business combination, the negotiations could disrupt Camber’s ongoing business, distract management and employees and increase expenses. In addition to the risks described above, acquisitions and business combinations are accompanied by a number of inherent risks, including, without limitation, the following:

Camber’s business could be severely impaired if and to the extent that it is unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition or business combination, many of which cannot be presently identified. These risks and problems could disrupt Camber’s ongoing business, distract its management and employees, increase its expenses and adversely affect its results of operations.

Any acquisition or business combination transaction Camber enters into in the future could cause substantial dilution to existing stockholders, result in one party having majority or significant control over Camber or result in a change in business focus of Camber.

Risks Relating to Camber’s Series C Preferred Stock

The full amount of premiums, interest and dividends through the maturity date of the Series C Preferred Stock is due upon the repayment/redemption (where applicable), or conversion, as applicable, of the Series C Preferred Stock.

The Series C Preferred Stock provides that all applicable dividends, which initially accrued in the amount of 24.95% per annum and which increase or decrease subject to the terms of the Series C Preferred Stock, based on among other things, the trading price of Camber’s common stock, up to a maximum of 34.95% per annum, are due upon conversion or repayment/redemption (where applicable) thereof, for the full seven year term of such securities.

The requirement that Camber pay all premiums, interest and dividends through maturity and the adjustable nature of such premium, interest and dividend rates, may force it to issue Discover significant additional shares of common stock, which may cause significant dilution to existing stockholders. The requirement that Camber pay all premiums, interest and dividends through maturity may make it too costly for it to repay or redeem, as applicable, Discover’s securities, prior to conversion thereof, as applicable.

The number of shares of common stock issuable in consideration for premiums, interest and dividends through maturity on the Series C Preferred Stock continue to be adjustable after the conversion of such securities.

Pursuant to the terms of the Series C Preferred Stock, the conversion rate of such securities in connection with the premiums and dividends due on such securities through maturity (7 years, regardless of when converted), continues to be adjustable after the issuance of such securities. Specifically, such securities remain adjustable, based on a discount to the lowest daily volume weighted average price during a measuring period for a period of 30 or 60 days (depending on whether or not a Triggering Event has occurred) before (provided that the parties have contractually agreed that the Measuring Period for all outstanding shares of Series C Preferred Stock begins on February 3, 2020) after the applicable number of shares stated in the initial conversion notice have actually been received into Discover’s designated brokerage account in electronic form and fully cleared for trading (subject to certain extensions described in the applicable securities). Because Discover is limited to holding not more than 9.99% of Camber’s common stock upon exercise/conversion of any security, Discover will not receive all of the shares due upon any conversion, until it has sold shares and been issued additional shares and as such, the beginning date for the applicable 30 or 60 day period after conversion is impossible to determine and may be a significant additional number of days after the initial conversion by Discover. Additionally, because the beginning date for the Measuring Period for all outstanding shares of Series C Preferred Stock is February 3, 2020, the conversion price of the conversion premiums on such Series C Preferred Stock will never be below $0.6688 per share, regardless of the actual trading price of Camber’s common stock.

In the event of a decrease in Camber’s stock price during the applicable measuring periods, the conversion rate of the premiums and dividends due on such applicable securities will adjust downward and Discover will be due additional shares of common stock, which issuances may cause further significant dilution to existing stockholders and the sale of such shares may cause the value of Camber’s common stock to decline in value. Furthermore, it is likely that the sale by Discover of the shares of common stock which Discover receives in connection with any conversion, during the applicable measuring period, will cause the value of Camber’s common stock to decline in value and the conversion rate to decrease and will result in Discover being due additional shares of common stock during the measuring period, which will trigger additional decreases in the value of Camber’s common stock upon further public sales by Discover. If this were to occur, Discover would be entitled to receive an increasing number of shares, upon conversion of the remaining securities, which could then be sold, triggering further price declines and conversions for even larger numbers of shares, which would cause additional dilution to its existing stockholders and would likely cause the value of its common stock to decline.

The issuance of common stock upon conversion of the Series C Preferred Stock will cause immediate and substantial dilution.

The issuance of common stock upon conversion of the Series C Preferred Stock will result in immediate and substantial dilution to the interests of other stockholders. Although Discover may not receive shares of common stock exceeding 9.99% of its outstanding shares of common stock immediately after affecting such conversion, this restriction does not prevent Discover from receiving shares up to the 9.99% limit, selling those shares, and then receiving the rest of the shares it is due, in one or more tranches, while still staying below the 9.99% limit. If Discover chooses to do this, it will cause substantial dilution to the then holders of its common stock. Additionally, the continued sale of shares issuable upon successive conversions will likely create significant downward pressure on the price of its common stock as Discover sells material amounts of Camber’s common stock over time and/or in a short period of time. This could place further downward pressure on the price of its common stock and in turn result in Discover receiving an ever increasing number of additional shares of common stock upon conversion of its securities, and adjustments thereof, which in turn will likely lead to further dilution, reductions in the exercise/conversion price of Discover’s securities and even more downward pressure on its common stock, which could lead to its common stock becoming devalued or worthless.

Discover holds an approximately $76.1 million liquidation preference in Camber.

Each share of Series C Preferred Stock held by Discover includes a liquidation preference, payable to Discover upon any liquidation, dissolution or winding up of Camber, whether voluntary or involuntary, after payment or provision for payment of debts and other liabilities of Camber, prior to any distribution or payment made to the holders of preferred stock or common stock, by reason of their ownership thereof equal to $10,000, plus an amount equal to any accrued but unpaid dividends thereon. Because the dividends currently require that interest be paid on the Face Value of 24.95% per annum, for the entire seven year term of the Series C Preferred Stock (even if payable sooner than seven years after the issuance date), the total liquidation value required to be paid to Discover upon a liquidation, dissolution or winding up of Camber is approximately $76.1 million as of the date of this joint proxy statement/prospectus. As referenced above, this liquidation preference would be payable prior to any amount being distributed to the holders of its common stock. Because Camber’s net assets total significantly less than $76.1 million, it is likely that its common stockholders would not receive any amount in the event Camber was liquidated, dissolved or wound up, and that Discover would instead receive the entire amount of available funds after liquidation.

Discover, as holder of Camber’s Series C Preferred Stock, effectively has the ability to consent to any material transaction involving Camber including the merger.

Due to the restrictions placed on Camber as a result of the Series C Preferred Stock, including, but not limited to the significant liquidation preference discussed above and the fact that, as long as Discover holds any shares of Series C Preferred Stock, Camber agreed that Camber 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; 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. Discover has to effectively consent to any material transaction involving Camber. In the event Discover does not consent to any such transaction, we may be prohibited (either effectively or otherwise) from completing a material transaction in the future, including, but not limited to a combination or acquisition which may be accretive to stockholders. Furthermore, Discover may condition the approval of a future transaction, which conditions may not be favorable to stockholders. It is contemplated that Discover will be required to consent to the terms of the merger in connection with the completion for the merger, for the merger to close. As such, in the event Discover fails to approve the merger, it is likely the merger won’t be able to move forward and will be terminated.

Camber’s Series C Preferred Stock holder, Discover, holds rights of first refusal to provide further funding and favored nation rights.

Camber has granted Discover a right of first offer to match any offer for financing Camber receives 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. Such right of first refusal may delay or prevent Camber from raising funding in the future.

Camber also 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, including the Series C Preferred Stock and the agreements relating to the sale thereof. Such favored nations provision may make it more costly to complete transactions in the future, may prevent future transactions from occurring and/or may provide Discover additional rights than it currently has, all of which may cause significant dilution to existing stockholders, and/or cause the value of Camber’s, or the combined company’s common stock to decline in value.

Discover, subject to applicable contractual restrictions, and/or a third party, may sell short Camber’s common stock, which could have a depressive effect on the price of its common stock.

Discover is currently prohibited from selling Camber’s stock short; however, in the event a trigger event occurs under the Series C Preferred Stock such restriction is waived. Additionally, nothing prohibits a third party from selling Camber’s common stock short based on their belief that due to the dilution caused by the conversions/exercises of the securities held by Discover, that the trading price of Camber’s common stock will decline in value. The significant downward pressure on the price of its common stock as Discover sells material amounts of its common stock could encourage investors to short sell its common stock. This could place further downward pressure on the price of its common stock and in turn result in Discover receiving additional shares of common stock upon exercise/conversion of its securities, and adjustments thereof.

The Shares of Series C Preferred Stock sold pursuant to the June 2020 Purchase Agreement include the obligation for Camber to redeem such shares under certain circumstances.

Camber 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), which date is currently September 30, 2020, but which may be extended until December 31, 2020, in the event that Camber has not fully resolved SEC comments on the Form S-4 or other SEC filings related to the merger, and Camber is responding to such comments in a reasonable fashion, subject to certain exceptions or Camber has resolved such SEC comments and has scheduled a meeting to approve the merger, which meeting will occur after September 30, 2020, and, 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 ($6,930,000), provided that if the merger is terminated, Viking has agreed to pay Camber, a break-up fee equal to (i) 115.5% of the original principal amount of the Secured Notes, minus (ii) the amount due to Camber pursuant to the terms of the Secured Notes upon repayment thereof (the “Additional Payment”), which Additional Payment, if timely paid, should enable Camber to redeem the Series C Preferred Stock required to be redeemed upon termination of the merger. The required redemption of the Series C Preferred Stock, if legally authorized under Nevada law, could reduce the amount of cash Camber has available for working capital and could require Camber to raise additional funding in the future, which funding may not be available on favorable terms, if at all.

Because the conversion discounts related to the conversion premiums payable in connection with the Series C Preferred Stock are fixed, and not based on percentages, the percentage of such discounts increase as Camber’s stock price declines.

As described above, the conversion rate of such premiums and dividends payable on the Series C Preferred Stock equals 95% of the average of the lowest 5 individual daily volume weighted average prices during the Measuring Period (which the parties have contractually agreed begins on February 3, 2020 for all outstanding shares of Series C Preferred Stock), not to exceed 100% of the lowest sales prices on the last day of the Measuring Period (the “Non-Triggering Event Percentage Discounted VWAP”), less $0.05 per share of common stock, unless a triggering event (described in the Series C Preferred Stock Designation) has occurred, in which case the conversion rate equals 85% of the lowest daily volume weighted average price during the Measuring Period (the “Triggering Event Percentage Discounted VWAP” and together with the Non-Triggering Event Percentage Discounted VWAP, as applicable, the “Percentage Discounted VWAP”), less $0.10 per share of common stock, not to exceed 85% of the lowest sales prices on the last day of such Measuring Period, less $0.10 per share. Because the $0.05 and $0.10 discounts (the “Fixed Conversion Discounts”) which apply to the already discounted Percentage Discounted VWAPs are fixed, the percentage of such discounts increase as the value of its common stock decreases. For example, see the table below:

* Minimum conversion price is $0.001 per share (the par value of Camber’s common stock).

As a result, as shown above, as the trading price of Camber’s common stock decreases in value, the percentage discount to the Percentage Discounted VWAP which each further $0.05/$0.10 discount results in, increases exponentially, and in certain cases may result in the ultimate conversion price being less than 0, which would result in a conversion price of $0.001 per share, the par value of Camber’s common stock, and the minimum conversion price which the Series C Preferred Stock is convertible at. Notwithstanding the above, because the beginning date for the Measuring Period for all outstanding shares of Series C Preferred Stock is February 3, 2020, the conversion price of the conversion premiums on such Series C Preferred Stock will never be below $0.6688 per share, regardless of the actual trading price of Camber’s common stock.

The effects of the Fixed Conversion Discounts will be further exacerbated in the event of a reverse stock split of Camber’s outstanding common stock. For example, if in the future Camber completes a 1-for-25 reverse stock split of Camber’s outstanding shares of common stock, the $0.05/$0.10 Fixed Conversion Discounts will be automatically adjusted to equal a fixed conversion discount to the Percentage Discounted VWAP of $1.25/$2.50 per share, which will likely result in a conversion price significantly below such values, and any decrease in the Percentage Discounted VWAP below $1.25/$2.50 per share, will result in a conversion price of the Series C Preferred Stock of $0.001 per share.

General Business and Other Risks Relating to Viking and its Securities

Viking has not established an effective system of internal control over its financial reporting, and if Viking fails to maintain such internal control, it may not be able to accurately report its financial results, and current and potential stockholders may lose confidence in Camber’s, Viking’s and the combined company’s financial reporting.

Viking has not established and maintained adequate and effective internal control over financial reporting that would provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Viking is, however, required to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses in those internal controls.

Any failure to maintain adequate internal controls could adversely impact Camber’s, Viking’s and the combined company’s ability to report its financial results on a timely and accurate basis. If Camber’s, Viking’s and the combined company’s financial statements are not accurate, investors may not have a complete understanding of its operations. Likewise, if Camber’s, Viking’s and the combined company’s financial statements are not filed on a timely basis as required by the SEC, Viking could face severe consequences from those authorities. In either case, there could result a material adverse effect on Camber’s, Viking’s and the combined company’s business. Ineffective internal controls could also cause investors to lose confidence in Camber’s, Viking’s and the combined company’s reported financial information, which could have a negative effect on the trading price of Camber’s, Viking’s and the combined company’s stock.

Viking currently has outstanding indebtedness, and it may incur additional indebtedness which could reduce its financial flexibility, increase interest expense and adversely impact its operations in the future.

Viking currently has outstanding indebtedness, and, in the future, it may incur significant amounts of additional indebtedness in order to continue operations, make acquisitions or to develop properties. Camber’s, Viking’s and the combined company’s level of indebtedness could affect its operations in several ways, including the following:

A high level of indebtedness increases the risk that Viking may default on its debt obligations. Viking may not be able to generate sufficient cash flows to pay the principal or interest on its debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. If it does not have sufficient funds and is otherwise unable to arrange financing, Viking may have to sell significant assets or have a portion of its assets foreclosed upon which could have a material adverse effect on its business, financial condition and results of operations.

As of June 30, 2020, Viking has a working capital deficiency in excess of $62,000,000, with current liabilities including (i) promissory notes maturing on August 31, 2020, and December 31, 2020, in the aggregate principal amount of approximately $6.5 million, (ii) a revolving credit facility with a balance of $7,090,000 due in May of 2021, (iii) a note payable of approximately $15.5 million due in June of 2021, (iv) a term loan agreement of approximately $31.7 million, and (iv) other debt obligations requiring principal payments of approximately $2 million in 2020.

Viking currently has limited available funds, and as of June 30, 2020, it has a working capital deficiency in excess of $62,000,000, with current liabilities including (i) promissory notes maturing on August 31, 2020, and December 31, 2020, in the aggregate principal amount of approximately $6.5 million, (ii) a revolving credit facility with a balance of $7,090,000 due in May of 2021, (iii) a note payable of approximately $15.5 million due in June of 2021, (iv) a term loan agreement of approximately $31.7 million, and (iv) other debt obligations requiring principal payments of approximately $2 million in 2020. If Viking is not able to raise additional capital on terms agreeable to Viking, and if cash flows from operations are not sufficient to satisfy Viking’s repayment obligations under the notes maturing August 31, 2020, and December 31, 2020, Viking may default under the notes maturing then, and Viking’s operations would then be materially and adversely affected. Similarly, if Viking is not able to raise additional capital or generate sufficient cash flows to service Viking’s other debt obligations, Viking may default under those debt obligations, and Viking’s operations would then be materially and adversely affected. There is no assurance that funds will be available from any source within the time required, or, if available, that funds can be obtained on terms acceptable to Viking.

Viking stockholders may be diluted significantly through Viking’s efforts to obtain financing and/or satisfy obligations through the issuance of additional shares of Viking’s common stock, promissory notes which may be convertible into shares of Viking common stock, or warrants to purchase shares of Viking common stock.

When possible, Viking will attempt to use non-cash consideration to satisfy obligations. In many instances, Viking believes that such non-cash consideration will consist of shares of its common stock. Additionally, in connection with obtaining financing, Viking may issue (i) shares of its common stock to investors, (ii) debt instruments which are partially or wholly convertible into shares of Viking’s common stock, and (iii) warrants to purchase shares of Viking common stock. Viking’s Board of Directors has authority, without action or vote of Viking’s stockholders, to issue all or part of Viking’s authorized but unissued shares of common stock. These actions will result in dilution of the ownership interests of existing stockholders, and that dilution may be material. Additionally, any issuances of equity prior to the closing of the merger will reduce (as a result of the exchange ratio) the number of shares of Camber common stock which Viking stockholders would otherwise receive as part of the merger. Such dilution and adjustment to the exchange ratio will not be known until after Viking stockholders have approved the merger.

Viking’s common stock may be subject to additional regulations as a “penny stock.”

Viking's common stock may be subject to an SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth, or joint net worth with spouse, in excess of $1,000,000 excluding the value of the person's primary residence or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell Viking's securities and also may affect the ability of purchasers in an offering to sell their securities in any market that might develop.

In addition, the SEC has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. Because the securities of Viking may constitute "penny stocks" within the meaning of the rules, the rules would apply to Viking and to its securities. The rules may further affect the ability of owners of shares to sell the securities of Viking in any market that might develop for them.

Stockholders should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

Viking is substantially dependent on its Chief Executive Officer, James A. Doris, who has not entered into an employment contract with Viking.

Viking does not currently have an employment agreement with its Chief Executive Officer, President and Director, James A. Doris. As a result, there is no assurance that Mr. Doris will continue to be associated with Viking in the future. In connection with future business opportunities, it is possible that Mr. Doris may resign as an officer and director of Viking. Any decision to resign would occur without the vote or consent of the stockholders of Viking.

Viking is required to indemnify its officers and directors.

Nevada law provides for the indemnification of Viking’s directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of Viking. If Viking were called upon to indemnify an officer or director, then the portion of its available funds expended for such purpose would reduce the amount otherwise available for Viking’s business operations. This indemnification obligation and the resultant costs associated with indemnification may also discourage Viking from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by Viking’s stockholders against Viking’s directors and officers even though such actions, if successful, might otherwise benefit the company and stockholders.

Viking would bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such person’s promise to repay Viking if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by Viking which it may be unable to recoup.

Viking is dependent upon outside advisors.

To supplement Viking’s officers, directors and employees, Viking may engage accountants, technical experts, appraisers, attorneys, or other outside consultants or advisors on an “independent contractor” basis rather than as employees. The selection of any such advisors would likely be made by Viking without any input from its stockholders. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary, employment or similar obligation to Viking.

Viking does not anticipate paying any cash dividends to its common stockholders.

Viking does not anticipate that it will pay dividends on any of its common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon revenues and earnings, if any, capital requirements, and the company’s general financial condition. The payment of any common stock dividends will be within the discretion of Viking’s Board of Directors. Viking presently intend to deploy available capital to pay its obligations as they come due and to execute its business and operational plans; accordingly, Viking does not anticipate the declaration of any dividends for common stock in the foreseeable future.

The outbreak of the coronavirus may negatively impact demand for oil and natural gas and Viking’s business, results of operations and financial condition.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which spread in China and is continuing to spread throughout the United States and other parts of the world. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, has adversely affected the demand for oil and natural gas, has already adversely affected the realized prices for Viking’s oil and gas, and Viking’s business, results of operations and financial conditions, and may continue to do so in the future.

The ultimate extent of the impact of any epidemic, pandemic or other health crisis on demand for oil and natural gas and Viking’s business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore continue to materially and adversely affect demand for oil and natural gas and Viking’s business, financial condition and results of operations.

General Risks Relating to Camber’s, Viking’s and the Combined Company’s Oil and Gas Operations and the Industry in General

Oil and gas price fluctuations in the market may adversely affect the results of Camber’s, Viking’s and the combined company’s operations.

Camber’s, Viking’s and the combined company’s profitability, cash flows and the carrying value of their oil and natural gas properties are highly dependent upon the market prices of oil and natural gas. A significant portion of Camber’s, Viking’s and the combined company’s sales of oil and natural gas, if any, are made in the spot market, or pursuant to contracts based on spot market prices, and not pursuant to long-term, fixed-price contracts. Accordingly, the prices received for Camber’s, Viking’s and the combined company’s oil and natural gas production are dependent upon numerous factors beyond their control. These factors include the level of consumer product demand, governmental regulations and taxes, the price and availability of alternative fuels, the level of foreign imports of oil and natural gas and the overall economic environment.

Historically, the oil and natural gas markets have proven cyclical and volatile as a result of factors that are beyond Camber’s, Viking’s and the combined company’s control. Any additional declines in oil and natural gas prices or any other unfavorable market conditions could have a material adverse effect on Camber’s, Viking’s and the combined company’s financial condition.

Actual quantities of recoverable oil and gas reserves and future cash flows from those reserves most likely will vary from Camber’s, Viking’s and the combined company’s estimates.

Estimating accumulations of oil and gas is complex. The process relies on interpretations of available geological, geophysical, engineering and production data. The extent, quality and reliability of this data can vary. The process also requires certain economic assumptions, some of which are mandated by the SEC, such as oil and gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. The accuracy of a reserve estimate is a function of:

Estimates of proved reserves prepared by others might differ materially from Camber’s, Viking’s and the combined company’s estimates. Actual quantities of recoverable oil and gas reserves, future production, oil and gas prices, revenues, taxes, development expenditures and operating expenses most likely will vary from Camber’s, Viking’s and the combined company’s estimates. Any significant variance could materially affect the quantities and net present value of Camber’s, Viking’s and the combined company’s reserves. In addition, Camber, Viking and the combined company may adjust estimates of proved reserves to reflect production history, results of exploration and development and prevailing oil and gas prices. Camber’s, Viking’s and the combined company’s reserves also may be susceptible to drainage by operators on adjacent properties.

Camber’s, Viking’s and the combined company’s operations will require significant expenditures of capital that may not be recovered.

Camber, Viking and the combined company require significant expenditures of capital to locate and develop producing properties and to drill exploratory and exploitation wells. In conducting exploration, exploitation and development activities for a particular well, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause Camber’s, Viking’s and the combined company’s exploration, exploitation, development and production activities to be unsuccessful, potentially resulting in abandonment of the well. This could result in a total loss of Camber’s, Viking’s and the combined company’s investment. In addition, the cost and timing of drilling, completing and operating wells is difficult to predict.

Compliance with, or breach of, environmental laws can be costly and could limit Camber’s, Viking’s and the combined company’s operations.

Camber’s, Viking’s and the combined company’s operations are subject to numerous and frequently changing laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Any properties Camber, Viking and the combined company own for the exploration and production of oil and gas and the wastes disposed on these properties may be subject to the Comprehensive Environmental Response, Compensation and Liability Act, the Oil Pollution Act of 1990, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, and similar state laws. Under such laws, Camber, Viking and the combined company could be required to remove or remediate previously released wastes or property contamination. Laws and regulations protecting the environment have generally become more stringent and may, in some cases, impose "strict liability" for environmental damage. Strict liability means that Camber, Viking and the combined company may be held liable for damage without regard to whether Camber, Viking and the combined company were negligent or otherwise at fault. Environmental laws and regulations may expose Camber, Viking and the combined company to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed. Failure to comply with these laws and regulations may result in the imposition of administrative, civil and criminal penalties.

Although Camber, Viking and the combined company believe that their operations are in substantial compliance with existing requirements of governmental bodies, Camber’s, Viking’s and the combined company’s ability to conduct continued operations are subject to satisfying applicable regulatory and permitting controls. Camber’s, Viking’s and the combined company’s current permits and authorizations and ability to get future permits and authorizations may be susceptible on a go-forward basis to increased scrutiny, greater complexity resulting in increased costs, or delays in receiving appropriate authorizations.

Camber, Viking and the combined company are subject to other changing laws and regulations and other governmental actions that can significantly and adversely affect Camber’s, Viking’s and the combined company’s business.

Federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, disallowance of tax credits and deductions, expropriation or nationalization of property, mandatory government participation, cancellation or amendment of contract rights, and changes in import and export regulations, limitations on access to exploration and development opportunities, as well as other political developments may adversely affect Camber’s, Viking’s and the combined company’s operations. 

Downturns and volatility in global economies and commodity and credit markets may materially adversely affect Camber’s, Viking’s and the combined company’s business, results of operations and financial condition.

Camber’s, Viking’s and the combined company’s results of operations are materially adversely affected by the conditions of the global economies and the credit, commodities and stock markets. Among other things, Camber and Viking have recently been adversely impacted, and anticipate to continue to be adversely impacted, due to a global reduction in consumer demand for oil and gas, and consumer lack of access to sufficient capital to continue to operate their businesses or to operate them at prior levels. In addition, a decline in consumer confidence or changing patterns in the availability and use of disposable income by consumers can negatively affect the demand for oil and gas and as a result Camber’s, Viking’s and the combined company’s results of operations.

Camber, Viking and the combined company may be forced to write-down material portions of their assets if low oil prices continue.

The recent COVID-19 outbreak has led to low oil prices. A continued period of low prices may force Camber, Viking and the combined company to incur material write-downs of their oil and natural gas properties, which could have a material effect on the value of their properties, and cause the value of their securities to decline in value.

The oil and gas Camber, Viking and the combined company produce may not be readily marketable at the time of production.

Crude oil, natural gas, condensate and other oil and gas products are generally sold to other oil and gas companies, government agencies and other industries. The availability of ready markets for oil and gas that Camber, Viking and the combined company produce and the prices obtained for such oil and gas depend on many factors beyond Camber’s, Viking’s and the combined company’s control, including:

Natural gas associated with oil production is often not marketable due to demand or transportation limitations and is often flared at the producing well site. Pipeline facilities do not exist in some of Camber’s, Viking’s and the combined company’s areas of exploration and, therefore, Camber, Viking and the combined company intend on utilizing trucks to transport certain of the oil that is discovered to other markets.

The price of oil and natural gas has historically been volatile and recently has declined significantly. If prices were to stay depressed or further decrease, Camber’s, Viking’s and the combined company’s projections, budgets and revenues would be adversely affected, potentially forcing Camber, Viking and the combined company to make changes in their operations.

Camber’s, Viking’s and the combined company’s future financial condition, results of operations and the carrying value of any oil and natural gas interests Camber, Viking and the combined company acquires will depend primarily upon the prices paid for oil and natural gas production. Oil and natural gas prices historically have been volatile, during calendar 2020 have significantly decreased, and likely will continue to be volatile in the future, especially given current world geopolitical and pandemic conditions. Camber’s, Viking’s and the combined company’s cash flows from operations are highly dependent on the prices that Camber, Viking and the combined company receives for oil and natural gas. This price volatility also affects the amount of Camber’s, Viking’s and the combined company’s cash flows available for capital expenditures and Camber’s, Viking’s and the combined company’s ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond Camber’s, Viking’s and the combined company’s control. These factors include:

These factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices adversely affect Camber’s, Viking’s and the combined company’s revenues and could reduce the amount of oil and natural gas that Viking can produce economically. Accordingly, such declines could have a material adverse effect on Camber’s, Viking’s and the combined company’s financial condition, results of operations, oil and natural gas reserves and the carrying values of Camber’s, Viking’s and the combined company’s oil and natural gas properties. If the oil and natural gas industry continues to experience significant price declines or if recent price declines do not recover, Camber, Viking and the combined company may be unable to make planned expenditures, among other things. If this were to happen, Camber, Viking and the combined company may be forced to abandon or curtail their business operations, which would cause the value of an investment in Camber, Viking and the combined company to decline in value or become worthless.   

Because of the inherent dangers involved in oil and gas operations, there is a risk that Camber, Viking and the combined company may incur liability or damages as they conduct their business operations, which could force Camber, Viking and the combined company to expend a substantial amount of money in connection with litigation and/or a settlement.

The oil and natural gas business involves a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to Camber, Viking and the combined company from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. In addition, Camber, Viking or the combined company may be liable for environmental damages caused by previous owners of property purchased and leased by Camber, Viking and the combined company. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of Camber’s, Viking’s and the combined company’s properties and/or force Camber, Viking and the combined company to expend substantial monies in connection with litigation or settlements. Camber, Viking and the combined company currently have no insurance to cover such losses and liabilities, and even if insurance is obtained, there can be no assurance that it will be adequate to cover any losses or liabilities. Camber, Viking and the combined company cannot predict the availability of insurance or the availability of insurance at premium levels that justify Camber’s, Viking’s and the combined company’s purchase. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect Camber’s, Viking’s and the combined company’s financial condition and operations. Camber, Viking and the combined company may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on Camber’s, Viking’s and the combined company’s financial condition and results of operations, which could lead to any investment in Camber, Viking or the combined company becoming worthless.

Camber, Viking or the combined company may encounter operating hazards that may result in substantial losses.

Camber, Viking and the combined company will be subject to operating hazards normally associated with the exploration and production of oil and gas, including hurricanes, blowouts, explosions, oil spills, cratering, pollution, earthquakes, pandemics, labor disruptions and fires. The occurrence of any such operating hazards could result in substantial losses to Camber, Viking or the combined company due to injury or loss of life and damage to or destruction of oil and gas wells, formations, production facilities or other properties. Camber, Viking and the combined company do not maintain insurance coverage for some matters that may adversely affect their operations, including war, terrorism, pandemics, nuclear reactions, government fines, treatment of waste, blowout expenses, earthquake damage, wind damage and business interruptions. Losses and liabilities arising from uninsured or underinsured events could reduce Camber’s, Viking’s or the combined company’s revenues or increase their costs. There can be no assurance that any insurance Camber, Viking or the combined company do obtain will be adequate to cover losses or liabilities associated with operational hazards. Camber, Viking and the combined company cannot predict the continued availability of insurance, or its availability at premium levels that justify its purchase.

Camber, Viking and the combined company face strong competition from larger oil and gas companies, which could result in adverse effects on Camber’s, Viking’s and the combined company’s business.

The petroleum exploration and production business is highly competitive. Many of Camber’s, Viking’s and the combined company’s competitors have substantially larger financial resources, staffs and facilities. Camber’s, Viking’s and the combined company’s competitors in the United States include numerous major oil and gas exploration and production companies. Additionally, other oil and gas companies may compete with Camber, Viking and the combined company from time to time in obtaining capital from investors. Competitors include larger companies which, in particular, may have access to greater resources, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which may give them a competitive advantage. Actual or potential competitors may be strengthened through the acquisition of additional assets and interests. Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the same purpose as oil and gas but are manufactured from renewable resources.

Camber’s, Viking’s and the combined company’s estimates of the volume of reserves could have flaws, or such reserves could turn out not to be commercially extractable; and as a result, future estimates of revenues and other projections could be incorrect.

Estimates of reserves and of future net revenues prepared by different petroleum engineers may vary substantially depending, in part, on the assumptions made and may be subject to adjustment either up or down in the future. Camber’s, Viking’s and the combined company’s actual amounts of production, revenue, taxes, development expenditures, operating expenses, and quantities of recoverable oil and gas reserves may vary substantially from the estimates. Oil and gas reserve estimates are necessarily inexact and involve matters of subjective engineering judgment. In addition, any estimates of Camber’s, Viking’s and the combined company’s future net revenues and the present value thereof are based on assumptions derived in part from historical price and cost information, which may not reflect current and future values, and/or other assumptions made by Camber, Viking and the combined company that only represent their best estimates. If these estimates of quantities, prices and costs prove inaccurate, Camber, Viking and the combined company may be unsuccessful in expanding their oil and gas reserves base with its acquisitions. Additionally, if declines in and instability of oil and gas prices occur, then write downs in the capitalized costs associated with any oil and gas assets Camber, Viking or the combined company acquire may be required. Because of the nature of the estimates of Camber’s, Viking’s and the combined company’s reserves and estimates in general, Camber, Viking and the combined company can provide no assurance that reductions to their estimated proved oil and gas reserves and estimated future net revenues will not be required in the future, and/or that their estimated reserves will be present and/or commercially extractable. If Camber’s, Viking’s or the combined company’s reserve estimates are incorrect, the value of Camber, Viking and/or the combined company common stock could decrease, and they may be forced to write down the capitalized costs of their oil and gas properties.

Camber’s, Viking’s and the combined company’s business will suffer if they cannot obtain or maintain necessary licenses.

Camber’s, Viking’s and the combined company’s operations will require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. Camber’s, Viking’s and the combined company’s, and its operators’, ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and to the discretion of the applicable governments, among other factors. Inability to obtain, or loss of or denial of extension of, any of these licenses or permits could hamper Camber’s, Viking’s and the combined company’s ability to produce oil and gas and generate revenues from operations.

Camber’s, Viking’s and the combined company’s operations may be subject to various litigation matters in the future that could have an adverse effect on their business.

From time to time, Camber, Viking and the combined company may become a defendant in various litigation matters. The nature of Camber’s, Viking’s and the combined company’s oil and gas operations exposes them to further possible litigation claims, including litigation relating to climate change in the future. There is risk that any matter in litigation could be adversely decided against Camber, Viking or the combined company regardless of their belief, opinion and position, which could have a material adverse effect on Camber’s, Viking’s and the combined company’s financial condition and results of operations. Litigation is highly costly, and the costs associated with defending litigation could also have a material adverse effect on Camber’s, Viking’s and the combined company’s financial condition.

Camber, Viking and the combined company may be affected by global climate change or by legal, regulatory, or market responses to such change.

The growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere are influencing global weather patterns. Changing weather patterns, along with the increased frequency or duration of extreme weather conditions, could impact the availability or increase the cost to produce Camber’s, Viking’s and the combined company’s products. Additionally, the sale of Camber’s, Viking’s and the combined company’s products may be impacted by weather conditions.

Concern over climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting greenhouse gas emissions. For example, proposals that would impose mandatory requirements on greenhouse gas emissions continue to be considered by policy makers in states and jurisdictions where Camber, Viking and the combined company operate. Laws enacted that directly or indirectly affect Camber’s, Viking’s and the combined company’s oil and gas production could impact Camber’s, Viking’s and the combined company’s business and financial results.

If oil or natural gas prices decrease or drilling efforts are unsuccessful, Camber, Viking and the combined company may be required to record write-downs of their oil and natural gas properties.

Camber, Viking and the combined company could be required to write-down the carrying value of certain of their oil and natural gas properties. Write-downs may occur when oil and natural gas prices are low, or if Camber, Viking or the combined company have downward adjustments to their estimated proved reserves, increases in their estimates of operating or development costs, deterioration in drilling results or mechanical problems with wells where the cost to re-drill or repair is not supported by the expected economics.

Accounting rules require that the carrying value of oil and natural gas properties be periodically reviewed for possible impairment. Under the full cost method of accounting, capitalized oil and natural gas property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized. An impairment charge would reflect Camber’s, Viking’s and the combined company’s long-term ability to recover an investment, reduce Camber’s, Viking’s and the combined company’s reported earnings and increase their leverage ratios.

Camber’s, Viking’s and the combined company’s future success depends on their ability to replace reserves that are produced.

Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, Camber’s, Viking’s and the combined company’s future success depends upon their ability to economically find or acquire and produce additional oil and natural gas reserves. Except to the extent that Camber, Viking or the combined company acquires additional properties containing proved reserves, conducts successful exploration and development activities, or, through engineering studies, identifies additional behind-pipe zones or secondary recovery reserves, Camber’s, Viking’s and the combined company’s proved reserves will decline as such reserves are produced. Future oil and natural gas production, therefore, is highly dependent upon Camber’s, Viking’s and the combined company’s level of success in acquiring or finding additional reserves that are economically recoverable. Camber, Viking and the combined company cannot provide any assurance that they will be able to find or acquire and develop additional reserves at an acceptable cost.

Camber, Viking and the combined company may acquire significant amounts of unproved property to further their development efforts. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. Camber, Viking and the combined company may acquire both proved and producing properties as well as undeveloped acreage that they believe will enhance growth potential and increase earnings over time. However, Camber, Viking and the combined company cannot provide any assurance that these properties will contain economically viable reserves or that Camber, Viking or the combined company will not abandon their investments. Additionally, Camber, Viking and the combined company cannot provide any assurance that unproved reserves or undeveloped acreage that they acquire will be profitably developed, that new wells drilled on their properties will be productive or that they will recover all or any portion of their investments in their properties and reserves.

Camber’s, Viking’s and the combined company’s lack of industry and geographical diversification may increase the risks to their operations.

Viking operates in the oil and gas sector, and its leases are located, in the United States in Kansas, Missouri, Texas, Louisiana, and Mississippi. Camber operates in the oil and gas sector, and its leases are located in Texas. The combined company will include the leases and operations of Viking and Camber. This lack of geographic diversification may make Camber’s, Viking’s and the combined company’s operations more sensitive to economic developments within a regional area, which may result in reduced rates of return or higher rates of default than might be incurred with a company that is more geographically diverse.

Camber’s, Viking’s and the combined company’s business depends on oil and natural gas transportation and processing facilities and other assets that are owned by third parties.

The marketability of Camber’s, Viking’s and the combined company’s oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and rail transportation assets owned by third parties. The lack of available capacity on these systems and facilities, whether as a result of proration, physical damage, scheduled maintenance or other reasons, could result in the delay or discontinuance of development plans for Camber’s, Viking’s and the combined company’s properties. The curtailments arising from these and similar circumstances may last from a few days to several months.

Viking’s and the combined company’s leasehold acreage is subject to leases that will expire over the next several years unless production is established or maintained or the leases are extended.

Some of Viking’s and the combined company’s leasehold acreage is currently held by production or held by operations or is otherwise dependent on production commencing or being established. Unless production in paying quantities is established or operations are commenced on units containing these latter leases during their terms, those leases may expire. Likewise, if Viking or the combined company are unable to maintain production on acreage held by production or operations, those leases may expire. If Viking’s and the combined company’s leases expire and they are unable to renew the leases, Viking and the combined company will lose their right to develop or utilize the related properties, and Viking’s and the combined company’s operations would be harmed.

Deficiencies of title to leased interests could significantly affect Camber’s, Viking’s and the combined company’s financial condition.

Camber, Viking and the combined company or their contractual counterparties often incur the expense of a title examination prior to acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights. If an examination of the title history of a property reveals that an oil or natural gas lease or other developed rights have been purchased in error from a person who is not the owner of the mineral interest desired, Camber’s, Viking’s and the combined company’s interest would substantially decline in value or be eliminated. In such cases, the amount paid for the oil or natural gas lease or leases or other developed rights at issue may be lost.

Because of the inherent dangers involved in oil and gas exploration, there is a risk that Camber, Viking and the combined company incur certain costs to comply with government regulations, particularly regulations relating to environmental protection and safety, and could incur even greater costs in the future.

Camber’s and Viking’s operations are regulated extensively at the federal, state and local levels and are subject to interruption or termination by governmental and regulatory authorities based on environmental or other considerations. Moreover, Camber and Viking have incurred and (together with the combined company) will continue to incur costs in its efforts to comply with the requirements of environmental, safety and other regulations. Further, the regulatory environment in the oil and natural gas industry could change in ways that Camber, Viking and the combined company cannot predict and that might substantially increase their costs of compliance and, in turn, materially and adversely affect their business, results of operations and financial condition.

Specifically, as an owner or lessee and operator of crude oil and natural gas properties, Camber, Viking and the combined company are subject to various federal, state, local and foreign regulations relating to the discharge of materials into, and the protection of, the environment. These regulations may, among other things, impose liability on it for the cost of pollution cleanup resulting from operations, subject Camber, Viking and the combined company to liability for pollution damages and require suspension or cessation of operations in affected areas. Moreover, Camber, Viking and the combined company are subject to the United States Environmental Protection Agency (“EPA”) rule requiring annual reporting of greenhouse gas (“GHG”) emissions. Changes in, or additions to, these regulations could lead to increased operating and compliance costs and, in turn, materially and adversely affect Camber’s, Viking’s and the combined company’s business, results of operations and financial condition.

Camber, Viking and the combined company are aware of the increasing focus of local, state, national and international regulatory bodies on GHG emissions and climate change issues. In addition to the U.S. EPA’s rule requiring annual reporting of GHG emissions, Camber, Viking and the combined company are also aware of legislation proposed by U.S. lawmakers to reduce GHG emissions.

Additionally, there have been various proposals to regulate hydraulic fracturing at the federal level, including possible regulations limiting the ability to dispose of produced waters. Currently, the regulation of hydraulic fracturing is primarily conducted at the state level through permitting and other compliance requirements. Any new federal regulations that may be imposed on hydraulic fracturing could result in additional permitting and disclosure requirements (such as the reporting and public disclosure of the chemical additives used in the fracturing process) and in additional operating restrictions. In addition to the possible federal regulation of hydraulic fracturing, some states and local governments have considered imposing various conditions and restrictions on drilling and completion operations, including requirements regarding casing and cementing of wells, testing of nearby water wells, restrictions on the access to and usage of water and restrictions on the type of chemical additives that may be used in hydraulic fracturing operations. Such federal and state permitting and disclosure requirements and operating restrictions and conditions could lead to operational delays and increased operating and compliance costs and, moreover, could delay or effectively prevent the development of crude oil and natural gas from formations which would not be economically viable without the use of hydraulic fracturing.

Camber, Viking and the combined company will continue to monitor and assess any new policies, legislation, regulations and treaties in the areas where they operate to determine the impact on their operations and take appropriate actions, where necessary. Camber, Viking and the combined company are unable to predict the timing, scope and effect of any currently proposed or future laws, regulations or treaties, but the direct and indirect costs of such laws, regulations and treaties (if enacted) could materially and adversely affect their business, results of operations and financial condition.

Declines in oil and, to a lesser extent, NGL and natural gas prices, have in the past, and will continue in the future to, adversely affect Camber’s, Viking’s and the combined company’s business, financial condition and results of operations which may adversely affect such entities’ ability to meet their capital expenditure obligations or targets and financial commitments.

The price Camber, Viking and the combined company receives for oil, natural gas and NGLs, heavily influences their revenue, profitability, cash flows, liquidity, access to capital, present value and quality of reserves, the nature and scale of their operations and future rate of growth. Oil, NGL and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. In recent years, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. Further, oil prices and natural gas prices do not necessarily fluctuate in direct relation to each other. In general, Camber’s financial results are more sensitive to movements in oil prices. The price of crude oil has experienced significant volatility over the last five years, with the price per barrel of West Texas Intermediate (“WTI”) crude rising from a low of $27 in February 2016 to a high of $76 in October 2018, then, in 2020, dropping below $20 per barrel due in part to reduced global demand stemming from the recent global COVID-19 outbreak, provided that pricing has since increased to over $40 per barrel prior to the filing of this joint proxy statement/prospectus. A prolonged period of low market prices for oil and natural gas, or further declines in the market prices for oil and natural gas, will likely result in capital expenditures being further curtailed and will adversely affect Camber’s, Viking’s and the combined company’s business, financial condition and liquidity and their ability to meet obligations, targets or financial commitments and could ultimately lead to restructuring or filing for bankruptcy, which would have a material adverse effect on Camber’s, Viking’s and the combined company’s stock price and indebtedness. Additionally, lower oil and natural gas prices have, and may in the future, cause, a decline in Camber’s, Viking’s or the combined company’s stock price. During the year ended December 31, 2019, the daily NYMEX WTI oil spot price ranged from a high of $66.24 per Bbl to a low of $46.31 per Bbl and the NYMEX natural gas Henry Hub spot price ranged from a high of $4.25 per MMBtu to a low of $1.75 per MMBtu. During the six months ended June 30, 2020, the daily NYMEX WTI oil spot price ranged from a high of $63.27 per Bbl to a low of $(37.63) per Bbl in April 2020 and the NYMEX natural gas Henry Hub spot price ranged from a high of $2.03 per MMBtu to a low of $1.42 per MMBtu.

Camber’s, Viking’s and the combined company’s oil and gas operations are substantially dependent on the availability of water. Restrictions on their ability to obtain water may have an adverse effect on their financial condition, results of operations and cash flows.

Water is an essential component of deep shale oil and natural gas production during both the drilling and hydraulic fracturing, or fracking processes. Camber’s, Viking’s and the combined company’s oil and gas operations and future operations could be adversely impacted if they are unable to locate sufficient amounts of water or dispose of or recycle water used in its exploration and production operations. Currently, the quantity of water required in certain completion operations, such as hydraulic fracturing, and changing regulations governing usage may lead to water constraints and supply concerns (particularly in some parts of the country). As a result, future availability of water from certain sources used in the past may be limited. Moreover, the imposition of new environmental initiatives and conditions could include restrictions on Camber’s, Viking’s and the combined company’s ability to conduct certain operations such as hydraulic fracturing or disposal of waste, including, but not limited to, produced water, drilling fluids and other wastes associated with the exploration, development or production of oil and natural gas. The CWA and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants, including produced waters and other oil and natural gas waste, into navigable waters or other regulated federal and state waters. Permits or other approvals must be obtained to discharge pollutants to regulated waters and to conduct construction activities in such waters and wetlands. Uncertainty regarding regulatory jurisdiction over wetlands and other regulated waters has, and will continue to, complicate and increase the cost of obtaining such permits or other approvals. The CWA and analogous state laws provide for civil, criminal and administrative penalties for any unauthorized discharges of pollutants and unauthorized discharges of reportable quantities of oil and other hazardous substances. Many state discharge regulations, and the Federal National Pollutant Discharge Elimination System General permits issued by the EPA, prohibit the discharge of produced water and sand, drilling fluids, drill cuttings and certain other substances related to the oil and natural gas industry into coastal waters. While generally exempt under federal programs, many state agencies have also adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain permits for storm water discharges. There has been recent nationwide concern over earthquakes associated with Class II underground injection control wells, a predominant storage method for crude oil and gas wastewater. It is likely that new rules and regulations will be developed to address these concerns, possibly eliminating access to Class II wells in certain locations, and increasing the cost of disposal in others. Finally, EPA studies have previously focused on various stages of water use in hydraulic fracturing operations. It is possible that, in the future, the EPA will move to more strictly regulate the use of water in hydraulic fracturing operations. While Camber, Viking and the combined company cannot predict the impact that these changes may have on its business at this time, they may be material to Camber’s, Viking’s and the combined company’s business, financial condition, and operations. Compliance with environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells or the disposal or recycling of water will increase Camber’s, Viking’s and the combined company’s operating costs and may cause delays, interruptions or termination of its operations, the extent of which cannot be predicted. In addition, Camber’s, Viking’s and the combined company’s inability to meet water supply needs to conduct their operations may impact their business, and any such future laws and regulations could negatively affect their financial condition, results of operations and cash flows.

Government regulation and liability for environmental matters may adversely affect Camber’s, Viking’s and the combined company’s business and results of operations.

Crude oil and natural gas operations are subject to extensive federal, state and local government regulations, which may be changed from time to time. Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of crude oil and natural gas wells below actual production capacity in order to conserve supplies of crude oil and natural gas. There are federal, state and local laws and regulations primarily relating to protection of human health and the environment applicable to the development, production, handling, storage, transportation and disposal of crude oil and natural gas, byproducts thereof and other substances and materials produced or used in connection with crude oil and natural gas operations. In addition, Camber, Viking or the combined company may inherit liability for environmental damages caused by previous owners of property it purchases or leases. As a result, such parties may incur substantial liabilities to third parties or governmental entities. The implementation of new, or the modification of existing, laws or regulations could have a material adverse effect on Camber, Viking or the combined company.   

The unavailability or high cost of drilling rigs, completion equipment and services, supplies and personnel, including hydraulic fracturing equipment and personnel, could adversely affect Camber’s ability to establish and execute exploration and development plans within budget and on a timely basis, which could have a material adverse effect on Camber’s business, financial condition and results of operations.

Shortages or the high cost of drilling rigs, completion equipment and services, supplies or personnel could delay or adversely affect Camber’s operations. When drilling activity in the United States increases, associated costs typically also increase, including those costs related to drilling rigs, equipment, supplies and personnel and the services and products of other vendors to the industry. These costs may increase, and necessary equipment and services may become unavailable to Camber at economical prices. Should this increase in costs occur, Camber may delay drilling activities, which may limit its ability to establish and replace reserves, or Camber may incur these higher costs, which may negatively affect its business, financial condition and results of operations.

Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

Hydraulic fracturing is a common practice that is used to stimulate production of hydrocarbons from tight formations. The process involves the injection of water, sand and chemicals under pressure into rock formations to fracture the surrounding rock and stimulate production. There has been increasing public controversy regarding hydraulic fracturing with regard to the transportation and use of fracturing fluids, impacts on drinking water supplies, use of waters, and the potential for impacts to surface water, groundwater, air quality and the environment generally. A number of lawsuits and enforcement actions have been initiated implicating hydraulic fracturing practices. Additional legislation or regulation could make it more difficult to perform hydraulic fracturing, cause operational delays, increase Camber’s operating costs or make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings. New legislation or regulations in the future could have the effect of prohibiting the use of hydraulic fracturing, which would prevent Camber from completing wells as planned and would have a material adverse effect on production from Camber’s wells. If these legislative and regulatory initiatives cause a material delay or decrease in Camber’s drilling or hydraulic fracturing activities, Camber’s business and profitability could be materially impacted.

The lack of availability or high cost of drilling rigs, equipment, supplies, insurance, personnel and oilfield services could adversely affect Camber’s ability to execute its exploration and development plans on a timely basis and within budget.

The oil and gas industry is cyclical and, from time to time, there is a shortage of drilling rigs, equipment, supplies or qualified personnel. During these periods, the costs and delivery times of rigs, equipment and supplies tend to increase, in some cases substantially. In addition, the demand for, and wage rates of, qualified drilling rig crews rise as the number of active rigs in service increases within a geographic area. If increasing levels of exploration and production result in response to strong prices of oil and natural gas, the demand for oilfield services will likely rise, and the costs of these services will likely increase, while the quality of these services may suffer. The future lack of availability or high cost of drilling rigs, as well as any future lack of availability or high costs of other equipment, supplies, insurance or qualified personnel, in the areas in which Camber operates could materially and adversely affect Camber’s business and results of operations.

Crude oil and natural gas prices are highly volatile in general and low prices will negatively affect Camber’s financial results.

Camber’s oil and gas revenues, operating results, profitability, cash flow, future rate of growth and ability to borrow funds or obtain additional capital, as well as the carrying value of its oil and natural gas properties, are substantially dependent upon prevailing prices of crude oil and natural gas. Lower crude oil and natural gas prices also may reduce the amount of crude oil and natural gas that Camber can produce economically. Historically, the markets for crude oil and natural gas have been very volatile, and such markets are likely to continue to be volatile in the future. Prices for oil and natural gas fluctuate widely in response to a variety of factors beyond its control, such as:

Further, oil and natural gas prices do not necessarily fluctuate in direct relation to each other. Camber’s revenue, profitability, and cash flow depend upon the prices of supply and demand for oil and natural gas, and a drop in prices can significantly affect Camber’s financial results and impede its growth. In particular, declines in commodity prices may:

Camber’s oil and gas competitors may use superior technology and data resources than it may be able to afford or that would require a costly investment by Camber in order to compete with them more effectively.

The oil and gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies and databases. As Camber’s competitors use or develop new technologies, Camber may be placed at a competitive disadvantage, and competitive pressures may force Camber to implement new technologies at a substantial cost. In addition, many of Camber’s competitors will have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before Camber can. Camber cannot be certain that it will be able to implement technologies on a timely basis or at a cost that is acceptable to it. One or more of the technologies that Camber will use or that it may implement in the future may become obsolete, and Camber may be adversely affected.

Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect Camber’s, Viking’s and the combined company’s ability to conduct drilling activities in some of the areas where they operate.

Oil and natural gas operations in Camber’s, Viking’s and the combined company’s operating areas can be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife. Seasonal restrictions may limit their ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages when drilling is allowed. These constraints and the resulting shortages or high costs could delay its operations and materially increase their operating and capital costs. Permanent restrictions imposed to protect endangered species could prohibit drilling in certain areas or require the implementation of expensive mitigation measures. Specifically, applicable laws protecting endangered species prohibit the harming of endangered or threatened species, provide for habitat protection, and impose stringent penalties for noncompliance. The designation of previously unprotected species as threatened or endangered in areas where Camber, Viking and the combined company operate could cause them to incur increased costs arising from species protection measures or could result in limitations, delays, or prohibitions on Camber’s, Viking’s and the combined company’s exploration and production activities that could have an adverse impact on their ability to develop and produce reserves.

Camber, Viking and the combined company have limited control over activities in properties they do not operate, which could reduce their production and revenues, affect the timing and amounts of capital requirements and potentially result in a dilution of their respective ownership interest in the event they are unable to make any required capital contributions.

Camber does not currently operate any of the wells in which it has an interest. Viking and its subsidiaries do not currently operate all of the wells in which they have an interest. As a result, Camber, Viking and the combined company may have a limited ability to exercise influence over normal operating procedures, expenditures or future development of underlying properties and their associated costs. For all of the properties that are operated by others, they are dependent on their decision-making with respect to day-to-day operations over which they have little control. The failure of an operator of wells in which they have an interest to adequately perform operations, or an operator’s breach of applicable agreements, could reduce production and revenues they receive from that well. The success and timing of Camber’s, Viking’s and the combined company’s drilling and development activities on properties operated by others depend upon a number of factors outside of their control, including the timing and amount of capital expenditures, the available expertise and financial resources, the inclusion of other participants and the use of technology.