1 Aug 2023listing compliance notice▼ BadMajor
VIKING ENERGY GROUP, INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Aug 2023business combination● NeutralMajor
The Camber merger finally closed: every Viking common and preferred share converted into Camber stock, Viking's charter and bylaws were amended under the merger terms, and Viking's stock stopped trading (symbol VKIN) ahead of full SEC deregistration -- Viking became a wholly owned Camber subsidiary, ending its 20-year run as an independent public filer.
13 June 2023business combination● NeutralMajor
Viking and Camber Energy filed the definitive joint proxy statement for the merger agreement originally dated February 15, 2021 and amended April 18, 2023. Both companies' stockholders vote at virtual special meetings on July 20, 2023. If it closes, each Viking common share becomes one Camber common share, each Series C preferred becomes one Camber Series A preferred, and each Series E preferred becomes one Camber Series H preferred. Viking would survive as a wholly owned Camber subsidiary. Based on Camber's April 18, 2023 price, the filing put the exchange ratio at about $1.62 per Viking share, with the actual value to float with Camber's stock price. Both boards unanimously recommend approval. This is the final approval step for the long-running Camber merger thread, but the vote has not yet happened. Viking's shareholders' position is not yet ended by this filing.
6 June 2023debt financing▼ Bad
Viking issued a second convertible promissory note to FK Venture LLC a month after the first, continuing to lean on the same lender for financing ahead of the merger's close.
10 May 2023debt financing▼ Bad
Viking issued a convertible promissory note to a new lender, FK Venture LLC -- a relationship that would later carry over to Camber's own balance sheet after the merger closed.
19 Apr 2023business combination● Neutral
Viking and Camber signed a First Amendment to their February 2021 Merger Agreement, formalizing the terms of the revived combination.
20 Mar 2023business combination▲ GoodMajor
After roughly two years of dormancy, Viking and Camber jointly announced they were resuming merger negotiations.
14 July 2022asset acquisition disposition▼ BadMajor
Four Petrodome subsidiaries sold all their oil and gas interests in Louisiana, Texas and Mississippi to third parties on July 8, 2022. This covered 8 producing wells, 8 shut-in wells, 2 salt water disposal wells and 1 inactive well, and the proceeds repaid the CrossFirst Bank line of credit in full.
8 June 2022material agreement● Neutral
Viking entered a purchase agreement to evaluate a large basket of minority, non-operated working interests in nearly 5,700 wells across eleven states (operated by majors including Chevron, BP, ConocoPhillips and EOG), with price to be fixed after due diligence -- likely the seed of what would close later that year as a smaller, negotiated acquisition.
20 Apr 2022asset acquisition disposition● Neutral
Viking amended its October 2021 report on handing its Elysium Energy Holdings interests (about 70 producing wells) to TO Elysium 2021, L.L.C. on October 12, 2021, in exchange for the buyer assuming all Elysium obligations. The amendment adds pro forma reserve data, a deemed-dividend revision and Viking's reasons, which mirror the Ichor sale (high interest rates in Viking's view, price-limiting hedges, ring-fenced cash flow, no more equity wanted). Combined with the Ichor exit, pro forma total assets at June 30, 2021 fall from $111.4 million to $17.7 million and the stockholders' deficit narrows from $15.1 million to $3.6 million. This completes the paperwork on the Gulf Coast unwind and adds no new transaction.
20 Apr 2022asset acquisition disposition● Neutral
Viking amended its October 2021 report on handing over its Ichor Energy Holdings interests (about 58 producing wells) to TO Ichor 2021, L.L.C., which took on all of the Ichor obligations as the only consideration. The amendment adds pro forma reserve data and a deemed-dividend revision, and Viking's reasons: the Ichor loans carried high interest rates in Viking's view, hedges capped sale prices, most cash flow stayed inside Ichor, and Viking did not want to put in more equity. The filing says the deal reduced Viking's consolidated debt. Pro forma, the June 30, 2021 balance sheet drops from $111.4 million to $48.4 million of total assets. Viking keeps a 30-day right of first refusal if the buyer receives a third-party offer for the interests. This is a restated explanation of the already-reported Gulf Coast unwind, not a new deal.
9 Mar 2022financial restatement● Neutral
Viking restated prior filings to recognize a non-cash deemed dividend from 2020's merger-related Series C Preferred Stock amendments (partially reversed by a January 2022 correction) -- an accounting fix with no effect on cash, revenue or the balance sheet.
15 Feb 2022asset acquisition disposition▲ Good
The same week as the Viking Protection Systems deal, Viking acquired 51% of Viking Sentinel Technology, LLC from Virga Systems LLC (retaining 49%) for 416,667 shares, adding a related electrical end-of-line protection patent -- the third small technology venture launched within two months.
15 Feb 2022asset acquisition disposition▲ Good
Viking acquired 51% of Viking Protection Systems, LLC from Jedda Holdings LLC (retaining 49%), gaining a patented electric-transmission ground-fault prevention system, paid for in tiered convertible preferred stock tied to future unit sales.
28 Jan 2022material agreement● Neutral
Viking advanced a third bridge loan, $460,000, to New Rise Processing Reno -- bringing total pre-closing advances toward the New Rise acquisition to nearly $2 million.
24 Jan 2022asset acquisition disposition▲ Good
Viking acquired 51% of newly formed Viking Ozone Technology, LLC from Choppy Group LLC (retaining 49%), gaining a patented ozone-based medical and biohazard waste treatment system -- the first of several small technology joint ventures launched in early 2022.
19 Jan 2022material agreement● Neutral
Viking advanced a further $500,000 to New Rise Processing Reno on the same bridge-financing terms, continuing to fund the target ahead of closing.
5 Jan 2022material agreement● Neutral
Viking advanced $1,000,000 to New Rise Processing Reno as bridge financing ahead of its pending $300 million acquisition, secured by a guaranty and a pledge of 20% of the seller's membership interests.
27 Dec 2021material agreement● NeutralMajor
Viking and RESC fixed the New Rise Renewables purchase price at $300,000,000 ($25 million cash plus preferred stock for the balance), with an upside adjustment if the Reno plant exceeds 3,000 barrels/day capacity.
19 Nov 2021material agreement● NeutralMajor
Viking agreed to buy New Rise Renewables, LLC -- a renewable-diesel plant under construction in Reno, Nevada -- from RESC Renewables Holdings, with the price to be set by appraisal less financing costs, an estimated $250-275 million bond.
18 Oct 2021asset acquisition disposition▼ BadMajor
A week after assigning Ichor away, Viking assigned all its membership interests in Elysium Energy Holdings, which held the Texas and Louisiana assets acquired in February 2020, back to TO Elysium 2021, an affiliate of the original seller. The consideration was the assignee's assumption of all Elysium obligations.
12 Oct 2021asset acquisition disposition▼ BadMajor
Viking gave up its entire Ichor Energy platform (Texas/Louisiana producing assets bought for ~$86 million in 2018), assigning its membership interests back to an affiliate of the original seller -- a retreat from the core Gulf Coast E&P business it had built since 2017.
23 Aug 2021material agreement● NeutralMajor
Viking licensed carbon-capture and stationary power-generation patents from ESG Clean Energy, LLC for use across Canada and up to 25 U.S. sites, paying a $1.5 million up-front royalty with $3.5 million more due through April 2022 plus ongoing revenue-based royalties.
9 Aug 2021asset acquisition disposition▲ GoodMajor
Viking closed its purchase of a 60.5% stake in Simson-Maxwell Ltd., a Canadian industrial engine and power-generation equipment maker, for about CA$10 million -- Viking's first diversification beyond oil and gas.
30 July 2021capital raising announcement▲ GoodMajor
Camber (then ~62% owner) bought another 27.5 million Viking shares for $11 million cash, funding two new diversification moves: an approximately 60.5% stake in Canadian industrial-engine maker Simson-Maxwell and a carbon-capture technology license -- pushing Camber's stake in Viking to about 73%.
27 Apr 2021debt financing● Neutral
Viking guaranteed a new note Camber issued to its institutional lender -- Viking's own credit increasingly backstopping Camber's separate financing needs as the two companies' finances intertwined ahead of a full merger.
18 Feb 2021business combination● NeutralMajor
Viking and Camber signed a new Merger Agreement, reviving the full-combination plan that had been shelved in December 2020's direct stock purchase.
13 Jan 2021capital raising announcement▲ GoodMajor
Camber bought a further 145,384,615 Viking shares by retiring $20.9 million Viking owed to lender EMC Capital Partners -- Camber issued EMC its own preferred stock and Viking paid EMC $325,000 cash, cleaning up Viking's balance sheet while increasing Camber's stake.
28 Dec 2020asset acquisition disposition● NeutralMajor
The 2020 Merger Agreement was terminated outright. Instead, Camber bought a direct 51% stake in Viking (236,470,588 shares) for $10.9 million cash plus cancellation of $9.2 million in notes Viking owed it, and assigned its Elysium Energy Holdings stake back to Viking -- replacing a full-combination plan with a controlling-stake structure.
9 Oct 2020business combination● Neutral
Viking and Camber signed a First Amendment to their Amended and Restated Merger Agreement, continuing to renegotiate terms.