CAMBER ENERGY, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits {form 8-K}

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On November 18, 2021, https://www.vikingenergygroup.com/ Viking Energy Group, Inc. (“Viking”), a majority-owned subsidiary of https://www.camber.energy/ Camber Energy, Inc., entered into a Membership Interest Purchase
Agreement (the “MIPA”) with RESC Renewables Holdings, LLC (the “Seller”) to acquire all of the membership interests (collectively, the “Acquired Interests”) of New Rise
Renewables, LLC (“New Rise”). New Rise owns all of membership interests in each of New Rise Renewables Reno, LLC (“New Rise Reno”) and New Rise Processing Reno,
LLC (“New Rise Processing” and, together with New Rise and New Rise Reno, the “Acquired Entities”). The Acquired Entities are in the process of engineering, developing,
constructing and bringing into commercial operations a processing plant located in Reno, Nevada, that is designed to produce renewable diesel (the “Plant”).


The purchase price (the “Purchase Price”) for the Acquired Interests is to equal the appraised value of the Acquired Interests (as determined by a third party appraisal
firm agreed to by Viking and the Seller) less the amount of the Viking Bond, which is defined in the MIPA as the face value of the bond financing or other credit facility
arranged by Viking to complete the purchase of the Acquired Interests, facilitate the payment of New Rise liabilities as set forth in the MIPA and to complete the remainder of
the Plant to and beyond the date that the Plant commences commercial operations. The face value of the Viking Bond is estimated to be $250 to $275 million depending on
marketing conditions.

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