Each one in plain English, with the numbers worked through for a shareholder.
27 Dec 2022material agreement▲ GoodMajor
Camber, through Viking, agreed to buy a package of roughly 169 producing oil wells (about 2,000 barrels a day, with an estimated $185 million reserve value) for $69 million - a real return to core oil and gas acquisitions alongside its power-generation and renewable-fuel bets, funded by up to 80% cash and the rest in new convertible preferred stock.
Camber picked up a new NYSE deficiency for its rock-bottom stock price (under $0.20 for 30 days), earning its shares a '.BC' below-compliance tag; the company is now weighing a reverse stock split to fix it.
One of Camber's preferred-stock investors agreed to give up all further rights to additional conversion shares on stock it had already converted, and to stop trying to convert its promissory notes into common stock at all - a rare step back from dilution amid the ongoing effort to keep the company on NYSE American.
1 Nov 2022security holder rights change▲ GoodMajor
The two Series C preferred investors gave up the mechanism that had done most of the damage: from 28 October 2022 a share price below $1.50 would no longer extend the measurement period used to set their conversion rate or entitle them to extra shares, and they waived any such shares going forward. In return they got a release and an indemnity. After five years in which the Series C ratchet drove Camber's share count relentlessly higher, this was the ratchet being switched off to protect the NYSE American listing.
Camber's two preferred-stock investors, Discover Growth Fund and Antilles Family Office, sued it in federal court over the late SEC filings; the company settled by agreeing to issue unrestricted, freely-tradeable common shares on future preferred conversions and to reserve 500 million shares of common stock for that purpose - a settlement structure that points to severe dilution ahead for existing shareholders.
NYSE extended Camber's filing deadline to May 20, 2022 - now described as the final cure date, with delisting proceedings to start automatically if the overdue reports still aren't filed by then.
Camber's accounting problems deepened: beyond the Series C preferred misclassification already disclosed, the company now says it also should have booked a derivative liability tied to a seven-year dividend commitment, and separately that its December 2020 acquisition of Viking Energy stock should have been accounted for as an equity-method investment rather than a full consolidation - a more fundamental do-over of how Viking's numbers flow into Camber's own financials.
Renaissance Technologies LLC, RENAISSANCE TECHNOLOGIES HOLDINGS CORPORATION disclosed a new substantial CAMBER ENERGY, INC. shareholding (9.05% of votes).
Camber racked up yet another NYSE compliance problem - it missed the deadline to hold its 2020 annual shareholder meeting, unable to do so until its overdue financial reports are finally filed.
One day later, sold the same investor $100 million face value of new Series G Preferred Stock -- but the investor paid only $5 million cash upfront, financing the rest with its own promissory notes back to Camber payable through 2022, plus warrants on 100 million more shares -- a deal whose headline size is mostly paper unless the investor's own notes get paid.
Using proceeds from its new $25 million loan, Camber bought back and cancelled 1,664 shares of Series C preferred stock for $18.85 million cash - part of the plan to simplify its preferred-stock structure by cashing out the smaller of its two preferred investors.
Took out a new kind of financing -- a straight $25 million loan (a $26.3 million note with 5% OID) from its Series C-era investor, convertible at $1.50/share, secured by Camber's assets and a pledge of Viking shares, guaranteed by Viking itself, and paired with warrants on 50 million shares at $10-$20 -- a much larger, harder-secured facility than the preferred-stock rounds that preceded it.
Camber's forbearance deadlines were extended once more (filings now due January 14, 2022), but this time with an explicit warning attached: miss the December 31 share-reserve deadline or the new filing deadline, and the company will be in outright, uncured default on all of its notes and agreements with the investor.
The Reno renewable-diesel plant deal got bigger and more concrete: Viking and the seller fixed the price at $300 million ($25 million cash plus Viking preferred stock, with up to $75 million more if the plant outperforms), pushed the closing to end of January 2022, and Viking advanced another $500,000 bridge loan to keep the project funded - though the deal still depends entirely on Viking lining up hundreds of millions in bond financing.