UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under §240.14a-12Rule14a-12

CAMBER ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

CAMBER ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)		Title of each class of securities to which transaction applies:
(2)		Aggregate number of securities to which transaction applies:
(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)		Proposed maximum aggregate value of transaction:
(5)		Total fee paid:

☐	Fee paid previously with preliminary materials:
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)		Amount Previously Paid:
(2)		Form, Schedule or Registration Statement No.:
(3)		Filing Party:
(4)		Date Filed:

CAMBER ENERGY, INC.

404 Broadway, Suite 425

San Antonio, Texas 78209

CAMBER ENERGY

15915 Katy Freeway, Suite 450

Houston, Texas 77094

NOTICE OF COMBINED 2021 AND 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held January 9, 2018SEPTEMBER 27, 2022

Dear Stockholders:

Camber Energy, Inc. (formerly known as Lucas Energy, Inc.) (“we”, “us” or the “Company”) cordially invites you to attend our 2018combined 2021 and 2022 annual meeting of stockholders. The meeting will be held virtually on Tuesday, January 9, 2018,September 27, 2022, at 11:10:00 a.m. (San Antonio(Houston time), at Courtyard15915 Katy Freeway, Suite 450 Houston, Texas 77094.

We did not hold an annual meeting last year and as such we are holding a combined 2021 and 2022 annual meeting this year.

Due to the public health impact of the novel coronavirus outbreak (COVID-19) and to support the health and well-being of our management and stockholders, NOTICE IS HEREBY GIVEN that the Annual Meeting of the Company will be held in a virtual meeting format only. The virtual meeting may be accessed at https://agm.iproxydirect.com/cei. There is no in-person meeting for you to attend. Registration to attend the Annual Meeting will being at 9:45 a.m. (15 minutes before the Annual Meeting begins), which can be accomplished using your control number and other information. Once your registration is complete, you can access the Annual Meeting at https://agm.iproxydirect.com/cei and click on “Vote My Shares” to cast your vote on the proposals being considered at the Annual Meeting. You will also be permitted to submit questions at the time of registration. After registration is complete and you have entered the Annual Meeting virtually, the next screen will include a “Ask a Question” box where your questions may be submitted. You may ask questions that are confined to matters properly before the Annual Meeting and of general Company concern. All answers to proper questions received at the meeting will be posted to the Investor Relations page of our website upon conclusion of the meeting. The meeting will begin promptly at 10:00 a.m. (Houston time). We encourage you to access the virtual meeting prior to the start time. Online access will open approximately at 9:45 a.m. (Houston time), and you should allow ample time to log in to the meeting and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual stockholder meeting login page. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by Marriott at 8615 Broadway Street, San Antonio, Texas 78217. one of the methods described in the proxy materials for the Annual Meeting.

i

At the meeting we will be considering and voting on the following matters:

1.       Electing three directors to the Company’s Board of Directors (the “Board”), each to serve a term of one year;

	1.	Electing four directors to the Company’s Board of Directors (the “Board of Directors”), each to serve a term of one year;
	2.	Ratification of the appointment of Turner, Stone & Company L.L.P. (“Turner”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and
	3.	To consider a non-binding advisory vote on compensation of our named executive officers.

2.       Amending the Company’s Articles of Incorporation (as amended, the “Articles”) to increase the number ofStockholders who owned our authorized shares of common stock, from 200,000,000 to 500,000,000.

3.       To authorize the Board to effect a reverse stock split of our outstanding common stock in a ratio of between one-for-ten and one-for-fifty, in their sole discretion, without further stockholder approval, by amending the Company’s Articles of Incorporation, at any time prior to the earlier of (a) the one year anniversary of this annual meeting; and (b) the date of our 2019 annual meeting of stockholders, provided that all fractional shares as a result of the split shall be automatically rounded up to the next whole share.

4.       To approve the issuance of such number of shares of common stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 1,684 shares of Series C Redeemable Convertible Preferred Stock (“Series C Preferred Stock”), including shares issuable for dividends and conversion premiums thereon sold and agreed to be sold, pursuant to that certain Stock Purchase Agreement entered into with an institutional investor on October 5, 2017, and to approve the terms of such October 2017 Stock Purchase Agreement;

5.       Ratifying the appointment of GBH CPAs, PC as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018;

6.       To approve the issuance of 120,000 shares of common stock to our former CEO as part of a Severance Agreement and Release;

7.       To consider and vote upon a proposal to consider and vote on any proposal to authorize our Board, in its discretion, to adjourn the annual meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the annual meeting; and

8.       Transacting any other business as may properly come before the meeting.

Stockholders who owned our common stock, Series BG Redeemable Convertible Preferred Stock (“Series BG Preferred Stock”) and Series C Preferred Stock at the close of business on November 24, 2017August 12, 2022 (the “Record Date”), may attend and vote at the meeting, provided that the Series C Preferred Stock holders have no voting rights on the proposals above.Proposals above and the Series G Preferred Stock holders have no voting rights on Proposal 1 above or any shareholder proposals. The holders of the Series C Preferred Stock and the Series G Preferred Stock have contractually agreed not to vote any shares except as requested by the Company’s Board of Directors. A stockholders list will be available at our offices at 404 Broadway,15915 Katy Freeway, Suite 425, San Antonio,450 Houston, Texas 7706777094 for a period of ten days prior to the meeting. We hope that you will be able to virtually attend the meeting in person.meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report to the stockholders, the Proxy Statement or the form of proxy) via the Internet at https://www.iproxydirect.com/CEI or request a printed set of the proxy materials by contacting our main office at (281) 404-4387. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

Whether or not you plan to attend the meeting, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope.envelope. See “How do I cast my vote?” in the proxy statementProxy Statement for more details.

We look forward to seeing you at the meeting.

	By order of the Board of Directors,
	/s/ James A. Doris
	James A. Doris
	/s/ Richard N. Azar, IIChief Executive Officer
	Richard N. Azar, II
Houston, Texas	Interim Chief Executive Officer and Director
August 17, 2022

San Antonio, Texas

November 28, 2017

CAMBER ENERGY, INC.

404 Broadway, Suite 425

San Antonio, Texas 77067

PROXY STATEMENT

ii

TABLE OF CONTENTS

	Page
GENERAL INFORMATION	2
DEFINITIONS	3
INFORMATION CONCERNING SOLICITATION AND VOTING	3
QUESTIONS AND ANSWERS	4
PROPOSAL 1  ELECTION OF DIRECTORS	8
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17
PROPOSAL 3  NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION	20
OTHER INFORMATION	23
PRINCIPAL STOCKHOLDERS	23
EXECUTIVE OFFICERS	23
NAMED EXECUTIVE OFFICER COMPENSATION	24
EMPLOYMENT AGREEMENTS	25
ENGAGEMENT AGREEMENT	26
LETTER AGREEMENT	26
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END	26
INCENTIVE COMPENSATION PLANS	26
DESCRIPTION OF CAPITAL STOCK	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	33
DIRECTOR INDEPENDENCE	33
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	34
CODE OF ETHICS	34
DISSENTERS’ RIGHTS	35
OTHER MATTERS	35
STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS AND 2023 PROXY MATERIALS	35
NOMINATIONS FOR DIRECTORS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS	36

iii

Table of Contents

CAMBER ENERGY

15915 Katy Freeway, Suite 450

Houston, Texas 77094

PROXY STATEMENT

GENERAL INFORMATION

Camber Energy, Inc. (“Camber,” “we,” “us”, “our” or the “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at our combined 2021 and 2022 annual meeting of stockholders (the “Annual Meeting” or the “Meeting”) to be held virtually on September 27, 2022, at 10:00 a.m. (Houston time), at 15915 Katy Freeway, Suite 450 Houston, Texas 77094, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or given to stockholders on August 17, 2022. You are invited to attend the Annual Meeting and are requested to vote on the Proposals described in this Proxy Statement.

For the continued support of the health and well-being of our management and stockholders, NOTICE IS HEREBY GIVEN that the Annual Meeting of the Company will be held in a virtual meeting format only. The virtual meeting may be accessed at https://agm.iproxydirect.com/cei. There is no in-person meeting for you to attend. Registration to attend the Annual Meeting will being at 9:45 a.m. (15 minutes before the Annual Meeting begins), which can be accomplished using your control number and other information. Once your registration is complete, you can access the Annual Meeting at https://agm.iproxydirect.com/cei and click on “Vote My Shares” to cast your vote on the proposals being considered at the Annual Meeting. You will also be permitted to submit questions at the time of registration. After registration is complete and you have entered the Annual Meeting virtually, the next screen will include a “Ask a Question” box where your questions may be submitted. You may ask questions that are confined to matters properly before the Annual Meeting and of general Company concern. All answers to proper questions received at the meeting will be posted to the Investor Relations page of our website upon conclusion of the meeting. The meeting will begin promptly at 10:00 a.m. (Houston time). We encourage you to access the virtual meeting prior to the start time. Online access will open approximately at 9:45 a.m. (Houston time), and you should allow ample time to log in to the meeting and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual stockholder meeting login page. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting.

2

Table of Contents

Information Contained In This Proxy Statement

The information in this Proxy Statement relates to the Proposals to be voted on at the Annual Meeting. Included with this Proxy Statement are copies of the Company’s Annual Report on Form 10-K for the years ended December 31, 2021 and March 31, 2020, each as filed with the SEC on June 8, 2022, 2022 (the “Annual Report”). If you requested printed versions of these materials by mail, these materials also include the proxy card or vote instruction form for the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials

Pursuant to rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report, which does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement or the enclosed form of proxy, except as set forth below under “Documents Incorporated By Reference”)) via the Internet at https://www.iproxydirect.com/CEI or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

DEFINITIONS

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Camber” and “Camber Energy, Inc.” refer specifically to Camber Energy, Inc. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Proxy Statement only:

	·	“Code” means the Internal Revenue Code of 1986, as amended from time to time;
	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	·	“Securities Act” refers to the Securities Act of 1933, as amended.

INFORMATION CONCERNING SOLICITATION AND VOTING

Our Board of Directors (the “Board of Directors”) is soliciting proxies for the 2018combined 2021 and 2022 annual meeting of stockholders to be held on Tuesday, January 9, 2018 at 11:00 a.m. (San Antonio time), at Courtyard by Marriott at 8615 Broadway Street, San Antonio, Texas 78217 and at any adjournments or postponements of the meeting.stockholders. This proxy statementProxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

3

Table of Contents

The Company will pay the costs of soliciting proxies from stockholders. Our directors, officers and regular employees may solicit proxies on behalf of the Company, without additional compensation, personally or by telephone.

QUESTIONS AND ANSWERS

General Questions and Answers

Q:

Q:

Who can vote at the meeting?

A:

The Board of Directors set November 24, 2017August 12, 2022 as the record date for the meeting. You can attend and vote at the meeting if you were a holder of our common stock, Series BC Preferred Stock andor Series CG Preferred Stock at the close of business on the record date, provided that the Series C Preferred Stock holders have no voting rights on the proposals above.Proposals above and the Series G Stock holders have no voting rights on Proposal 1 or any shareholder proposals. On the record date there were 68,850,904491,230,109 shares of common stock 408,508 shares of Series B Preferred Stockissued and 712outstanding, 415 shares of Series C Preferred Stock issued and outstanding (which have no voting rights at the annual meeting), and 5,272 shares of Series G Preferred Stock issued and outstanding (which have no voting rights on Proposal 1 or any shareholder proposals), voting in aggregate 71,768,819545,750,593 total voting shares at the meeting (the Series B Preferred Stock vote 2,917,915 voting shares and Series C Preferred Stock have no voting rights in connection with the proposals below).meeting.

● ·

The election of directors;directors.

Q:

Q:

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC,”), we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about November 28, 2017August 17, 2022, we are sending athe Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners. All stockholders will have the ability, beginning on or about November 28, 2017,August 17, 2022, to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability of Proxy Materials.Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.basis, provided, however, that only one annual report or proxy statement will be delivered to multiple security holders sharing an address.

● ·

View our proxy materials for the meeting on the Internet;Internet; and

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect

until you terminate it.

Q:	How do I cast my vote?

	·	Call 1-866-752-8683 to vote by telephone;
	·	Go to https://www.iproxydirect.com/CEI to vote over the Internet; or
	·	· If you received a paper copy of your proxy materials, please MARK, SIGN, DATE AND RETURN your proxy card in the mail, by mailing a completed proxy card. The Notice of Internet Availability of Proxy Materials provides information on how to vote via the Internet, fax orpostage-paid envelope. If you are voting by telephone or request a paperthe Internet, have the control number from your proxy card ready, and vote by mail. Those stockholders who request a paperplease do not mail your proxy card and elect to vote by mail should sign and return the mailed proxy card in the prepaid and addressed envelope that was enclosed with the proxy materials, and your shares will be voted at the meeting in the manner you direct. In the event that you return a signed proxy card on which no directions are specified, your shares will be voted as recommended by our Board on all matters, and in the discretion of the proxy holders as to any other matters that may properly come before the meeting or any postponement or adjournment of the meeting.card.

Proxies submitted over the Internet or by telephone must be received by 11:59 p.m. Eastern Time, on Monday, September 26, 2022. Submitting a proxy authorizes the persons appointed as proxies to vote your shares at the Annual Meeting in the manner that you have indicated. The persons named in the form of proxy (James A. Doris and Holly McCaw) have advised that they will vote all shares represented by proxy unless authority to so vote is withheld by the stockholder granting the proxy. If your proxy does not indicate your vote, the persons named in the proxy will vote your shares ”FOR” each of the nominees to our Board of Directors, “FOR” the ratification of the appointment of Turner as our independent registered public accounting firm for the fiscal year ending 31, 2022, and “FOR” approval of the compensation of our named executive officers. If any other matters properly come before the meeting, your shares will be voted in accordance with the discretion of the persons named in the proxy.

5

Table of Contents

If your shares are registered in the name of a broker, bank or other nominee (typically referred to as being held in “street name”), you will receive instructions from your broker, bank or other nominee that must be followed in order for your broker, bank or other nominee to vote your shares per your instructions. Many brokerage firms and banks have a process for their beneficial holders to provide instructions via the Internet, via fax or over the telephone. If Internet, fax or telephone voting is unavailable from your broker, bank or other nominee, please request a paper copy of the proxy and complete and return the voting instruction card in the addressed, postage paid envelope provided.

In the event you do not provide instructions on how to vote, your broker may have authority to vote your shares. Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the ratification of the appointment of independent auditors, but not the election of directors or the approval of the amendmentnon-binding advisory vote to our Certificate of Incorporation to increase the number of authorized shares of common stock, the approval of the Amendment to affect a reverse stock split, the approval of the issuance of shares of common stock upon conversion of certain outstanding shares of Series Preferred Stock, and the approval to adjourn the meetingapprove executive compensation (collectively, the “non-routine matters”). Your vote is especially important. If your shares are held by a broker, your broker cannot vote your shares for these non-routine matters unless you provide voting instructions. Therefore, please instruct your broker regarding how to vote your shares on these matters promptly. See “Vote Required” following each proposalProposal for further information.

If you hold shares through a broker, bank or other nominee and wish to be able to vote in person at the meeting, you must obtain a legal proxy from your broker, bank or other nominee and present it to the inspector of election with your ballot at the meeting.

Q:	Can I revoke or change my proxy?

6

Table of Contents

A:

A:

The inspector of election will count the vote.

	Proposal 1 —- Election of directors.		The threefour nominees for election as directors at the annual meetingAnnual Meeting who receive the greatest number of “FOR” votes cast by the stockholders, a plurality, will be elected as our directors.
	Proposal 2 — Approval- Ratification of the amendment to our Certificateappointment of Incorporation to increase the number of authorized shares of common stock.	independent registered public accounting firm.	To be approved by stockholders, this proposalProposal must receive the affirmative “FOR” vote of the holders of a majority of the shares outstanding, and entitled to vote.
	Proposal 3 – Approval of authority for our Board to affect a reverse stock split of our outstanding common stock in a ratio of between one-for-ten and one-for-fifty, in their sole discretion, without further stockholder approval.		To be approved by stockholders, this proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares outstanding, and entitled to vote.
	Proposal 4 – Approval of the issuance of such number of shares of common stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 1,684 shares of Series C Preferred Stock, including shares issuable for dividends and conversion premiums thereon, sold and agreed to be sold pursuant to the October 2017 Purchase Agreement and to approve the terms of such October 2017 Purchase Agreement.		To be approved by stockholders, this proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote.
Proposal 3 - Non-binding advisory vote to approve and ratify the compensation of our named executive officers.	Proposal 5 – Approval the issuance of 120,000 shares of common stock to our former CEO as part of a Severance Agreement and Release		To be approved by stockholders, this proposalProposal must receive the affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote.vote, provided that this Proposal is non-binding.
	Proposal 6 – Ratification of appointment of independent registered public accounting firm.

To be approved by stockholders, this proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote.

7

Table of Contents

A:

Holders of our common stock receive one vote for each share of common stock which they hold as of the Record Date and holdersDate. Holders of our Series BC Preferred Stock receive 7.1428571do not have the right to cast votes for each shareon the Proposals described above. Holders of our Series G Preferred Stock have the right to cast votes on all Proposals above, except Proposal 1 and any shareholder proposals, equal to the as-converted amount of such Series G Preferred Stock (subject to the beneficial ownership limitation in the Certificate of Designations of Preferences, Powers, Rights and Limitations of Series BG Redeemable Convertible Preferred Stock which they hold.(the “Series G COD”)).

Proposal 1

PROPOSAL 1

ELECTION OF DIRECTORS

At the meeting, threefour directors are to be elected. Each director is to hold office until the next annual meeting of stockholders or until his successor is elected and qualified. After identifying the members of our Board of Directors who are up for re-election in 2018fiscal year 2022 and reviewing the criteria that the Nominating and Governance Committee uses when evaluating director nominees, the Board of Directors nominated the threefour directors for election at the meeting based on the recommendation of the Nominating and Governance Committee. All of the director nominees are already serving as members of the Board of Directors of the Company.

In considering individual director nominees and Board of Directors committee appointments, our Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors and Boardits committees and to identify individuals who can effectively assist the Company in achieving our short-term and long-term goals, protecting our stockholders’ interests and creating and enhancing value for our stockholders. In so doing, the Nominating and Governance Committee considers a person’s diversity attributes (e.g., professional experiences, skills, background, race and gender) as a whole and does not necessarily attribute any greater weight to one attribute. Moreover, diversity in professional experience, skills and background, and diversity in race and gender, are just a few of the attributes that the Nominating and Governance Committee takes into account. In evaluating prospective candidates, the Nominating and Governance Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills, and whether such individual is willing and able to commit the time necessary for service on the Board of Directors and Board committee service.its committees.

While there are no specific minimum requirements that the Nominating and Governance Committee believes must be met by a prospective director nominee, the Nominating and Governance Committee does believe that director nominees should possess personal and professional integrity, have good business judgment, have relevant experience and skills, and be willing and able to commit the necessary time for service on the Board of Directors and Board committee service.its committees. Furthermore, the Nominating and Governance Committee evaluates each individual in the context of the Board of Directors as a whole, with the objective of recommending individuals that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their diversity of experience in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and our industry.

8

Table of Contents

Nominees

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

Name	Position	Position		Date First Elected/Appointed as Director		Age
Richard N. Azar II James A. Doris	Interim	Chief Executive Officer and Director	August 26, 2016	70 December 23, 2020		49
Robert Schleizer Fred Zeidman	Chief Financial Officer and Director	October 6, 2017 Director	63	January 11, 2018		74
Donnie B. Seay James G. Miller	Director	October 6, 2017 Director	76	July 10, 2018		73
Robert K. Green		Director		December 23, 2020		59

Directors

RICHARD N. AZAR II, InterimDirectors

James A. Doris, Chief Executive Officer And Director

Mr. Doris was appointed as Chief Executive Officer and Director

Mr. Azar served as Chairman of the Board from August 2016 to May 2017,of Directors for the Company on December 23, 2020 in conjunction with the acquisition of Viking Energy Group, Inc. (“Viking”) by the Company. He has been an officer and director of Viking since 2014 and has continuedbeen an integral part of transitioning the Company’s to an appropriate platform to facilitate growth. He has over 25 years of experience negotiating national and international business transactions. Formerly a lawyer in Canada, Mr. Doris represented domestic and foreign clients regarding their investment activities in Canada for over 16 years. Prior to starting his own law firm, Mr. Doris served as Executive Vice President and In-House Counsel for a real estate investment and development company as well as working at one of Canada’s leading law firms. Mr. Doris graduated cum laude from the University of Ottawa.

Director Qualifications:

The Board of Directors believes that Mr. Doris is highly qualified to serve as a member of the Board of Directors after he stepped down as Chairman. Since June 28, 2017,due to his extensive experience in the energy sector, including oil and gas industry, and negotiating business transactions.

Fred S. Zeidman, Director

From December 2014 to February 2021, Mr. Azar hasZeidman served as SecretaryChairman of Gordian Group LLC, a U.S. investment bank specializing in board level advice in complex, distressed or “story” financial matters. Mr. Zeidman currently serves as Director of External Affairs of MCNA Dental, lead Director of Straight Path Communications, Inc., Director REMA and Director Prosperity Bank in Houston. He was formerly Restructuring Officer of TransMeridian Exploration Inc. and Chief Bankruptcy Trustee of AremisSoft Corp.

9

Table of Contents

Mr. Zeidman, Chairman Emeritus of the United States Holocaust Memorial Council was appointed by President George W. Bush in March 2002 and served in that position from 2002-2010. A prominent Houston based business and civic leader, Mr. Zeidman also is Chairman Emeritus of the University of Texas Health Science System Houston and Director and Chief Financial Officer of the Texas Heart Institute. He is on the board of the Development Corp of Israel (Israel Bonds) and served on the Board of the National World War II Museum.

Over the course of his distinguished 50 year career, Mr. Zeidman has been involved in numerous high-profile workouts, restructurings and reorganizations. He was the former CEO, President and Chairman of Seitel, Inc., a Houston-based onshore seismic data provider where he was instrumental in the successful turnaround of the Company. On June 2, 2017, Mr. Richard N. Azar II was appointed as Interim Chief Executive OfficerHe held the post of Chairman of the Company. Board and CEO of Unibar Corporation, the largest domestic independent drilling fluids company, until its sale to Anchor Drilling Fluids in 1992.

Mr. AzarZeidman holds a Bachelor’s degree from Washington University in St. Louis and a Master’s in Business Administration from New York University.

Director Qualifications:

The Board of Directors believes that Mr. Zeidman is an executive withinhighly qualified to serve as a member of the Board of Directors due to his significant experience serving as a director of public and private companies and institutions and his substantial understanding of the oil and gas industry with more than 30 years’ experience in general.

James G. Miller, Director

Mr. Miller is a retired corporate executive, having served as president and CEO of several energy companies. He has previously served on the Board of Directors of companies listed on NYSE, NASDAQ and the Australian Stock Exchange. From 2009 until 2016, Mr. Miller served as a Director of Guardian 8 Holdings. From December 31, 2010 through March 2018, he was a Director of Enerjex Resources, Inc. (NYSE American), an oil and gas exploration and production sector.  Mr. Azar serves as President/Co-Founder of San Antonio-based Brittany Energy, LLCcompany, and Sezar Energy, LP, independent oil and gas exploration and production companies.chaired the Audit Committee. In addition, he wasMarch 2018, Enerjex executed a director with Petroflow Energy, Ltd./TexOakPetro Holdings, LLC., a private oil and gas company with operations in the Hunton dewatering resource play in Oklahoma.  Since 1982, Mr. Azar’s companies have explored for, produced and operated over 1,000 wells in Central, South and West Texas and Central Oklahoma, including the development of the Hunton Dewatering Resource play in central Oklahoma.merger which concluded his Board service.

Mr. Azar co-founded San Antonio Gas & Oil (SAGO), which in 1985 acquired Altex Resources, Inc., a leading oil and gas exploration company. Over the last 20 years, Mr. Azar has been instrumental in developing a Hunton Dewatering Resource play in central Oklahoma through his ownership/partnership in Altex Resources, Inc. Altex Resources was sold to a Canadian Energy Trust in March 2006. Mr. Azar remains active in the exploration of the Hunton Resource play. He currently serves as a Trustee for the San Antonio-based Texas Biomed Research Institute, has beenalso served on the Board of the Southwest BloodTrustees of The Nature Conservancy, Missouri Chapter, for 16 years and Tissue Center, and has actively participated in many philanthropic endeavors.is a past Board Chair.

Mr. Azar receivedMiller holds a Bachelor of Business Administration degreeBS in Electrical Engineering and an MBA in management from the University of Texas at Austin with distinguished military graduate honors.Wisconsin-Madison.

Director Qualifications:

Mr. Azar has extensive experience in the oil and natural gas industry and the business world in general. He also has extensive practical knowledgeThe Board of doing business in Texas and the United States. In addition, we believe Mr. Azar demonstrates personal and professional integrity, ability, judgment, and effectiveness in serving the long-term interests of the Company’s stockholders. As such, we believeDirectors believes that Mr. AzarMiller is highly qualified to serve as a director.member of the Board of Directors due to his experience having served as president and CEO of several energy companies and serving on the Board of Directors of several publicly-traded companies.

ROBERT SCHLEIZER, CHIEF FINANCIAL OFFICER AND DIRECTOR

10

Table of Contents

Mr. Schleizer, has over 30 yearsROBERT K. GREEN, DIRECTOR

Robert K. Green was appointed to the Board of financial and operational experience serving private and public companiesDirectors in financial and organization restructuring, crisis management, acquisitions and divestitures, and equity and debt financings across multiple industries. He is a co-founderconjunction with the acquisition of BlackBriar Advisors, LLC, a business renewal and acceleration firm, where he has served as Managing Partner since 2013. Prior to BlackBriar, Mr. Schleizer served as Chief Financial Officer and Director for Xponential, Inc., a public holding company that owned 34 specialty finance and retail stores, from 2001 to 2013, and as a Managing Director for BBK, an international financial advisory, where he provided restructuring and refinancing financial advisory services. Mr. Schleizer holds a Bachelor of Science in Accounting from Arizona State UniversityViking and is a Certified Insolvency Restructuring Advisor (CIRA)former Fortune 100 chief executive officer in the energy, telecommunication and Certified Turnaround Professional. Effective August 17, 2017,utility industries, and has extensive experience in capital markets, mergers and acquisitions, and regulatory and legislative strategies. Mr. SchleizerGreen has served on the boards of directors of seven publicly traded companies and was appointed as Interim Chief Financial Officerelected chairman of the board of two New York Stock Exchange (NYSE) companies and principal accounting/financial officerthree other publicly listed companies. He guided these companies and others in capital markets strategies involving initial public offerings (IPOs) and private investments with a combined value of Enerjex Resources, Inc.more than $5 billion and more than 50 merger, acquisition and divestiture transactions, some of which surpassed $1 billion. Mr. Green has been a Partner at the law firm Husch Blackwell since 2003.

Director Qualifications:

The Board of Directors believes that Mr. Schleizer has served as a director of many companies including oil and gas companies in the past and his financial expertise makes him an asset to the Company andGreen is highly qualified to serve as director of the Company.

DONNIE B. SEAY, DIRECTOR

Mr. Seay has been a self-employed investor over the last five years. Mr. Seay, is a 60 year veteran of the oil and gas industry and a former partner of Altex Resources, which developed the Hunton Limestone Play and drilled the first horizontal well there in southeast Oklahoma. Mr. Seay is also a former president of Guaranty State Bank and the founder and Chairmanmember of the Board of Citizens Bank, bothDirectors due to his experience having served as a CEO of New Braunfels, Texas.

Director Qualifications:a publicly-traded company and having served on the Board of Directors of several publicly-traded companies.

 Mr. Seay’s thirty plus years in the oil and gas, his prior experience as a banker, as well as his experience with financial statements, brings tremendous experience to the Board, which we feel assists the Company and qualifies him to serve as a director.

Family Relationships

There are no family relationships among our directors or executive officers.

Arrangements between Officers and Directors

To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

Pursuant to the December 30, 2015 Asset Purchase Agreement, the sellers of the property purchased by the Company in connection therewith had the right to appoint three members to the Board at the closing of the acquisition and exercised such right by requesting the appointment of Messrs. Richard N. Azar II, Alan Dreeben and Robert D. Tips to the Board (provided that Mr. Dreeben and Mr. Tips resigned from the Board effective October 6, 2017, which persons were appointed as members of the Board by the Board, pursuant to the power provided to the Board by the Bylaws of the Company, on August 26, 2016.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Information Concerning the Board of Directors and its Committees

All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We have historicallypreviously compensated our directors for service on the Board of Directors and committees thereof through the issuance of shares of common stock, stock options and cash compensation for meeting fees. Additionally, we reimburse directors for expenses incurred by them in connection with the attendance at meetings of the Board of Directors and any committee thereof (as described below). The Board of Directors appoints annually the executive officers of the Company and the executive officers serve at the discretion of the Board.Board of Directors.

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

Executive Sessions of the Board of Directors

The independent members of the Board of Directors of the Company meet in executive session (with no management directors or management present) from time to time, but at least once annually. The executive sessions include whatever topics the independent directors deem appropriate.

Risk Oversight

The Board of Directors exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company’s processes to manage business and financial risk and financial reporting risk. It also reviews the Company’s policies for risk assessment and assesses steps management has taken to control significant risks. The Compensation Committee oversees risks relating to compensation programs and policies. In each case management periodically reports to our Board of Directors or relevant committee, which provides the relevant oversight on risk assessment and mitigation.

Policy Against Hedging

The Company does not currently have a policy against hedging.

Communicating with our Board of Directors

Stockholders may contact the Board of Directors about bona fide issues or questions about the Company by writing the Secretary at the following address: Attn: Secretary, Camber Energy, Inc., 404 Broadway,15915 Katy Freeway, Suite 425, San Antonio,450 Houston, Texas 77067.77094.

12

Table of Contents

Our Secretary, upon receipt of any communication other than one that is clearly marked “Confidential,“Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,“Confidential,” our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence is not addressed to any particular Board member or members, the communication will be forwarded to a Board member to bring to the attention of the Board.Board of Directors.

Board and Committee Activity and Compensation

For the fiscal yearyears ending December 31, 2021 and March 31, 2017,2020, the Board hasof Directors held sixteen meetingstelephonic conferences and taken various other actionscorresponding via email as necessary, but held no formal meetings. All material decisions of the Board of Directors were evidenced via the unanimous written consent of the Board of Directors and the various committees described below. AllThough no formal meetings were held, all directors attended at least 75% of the Board of Directors meetings and committee meetings relating to the committees on which each director served.Directors’ telephonic conference. All of the then current directors attended our fiscal year 20172020 Annual ShareholderStockholder meeting held on March 22, 2017.11, 2020. The Company encourages, but does not require all directors to be present at annual meetings of shareholders.stockholders.

The Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Donnie B. Seay isMiller, Mr. Zeidman and Mr. Green are “independent” members of the only current “independent” member,Board of Directors as defined in Section 803(A) of the NYSE American Company Guide, of our Board.Guide. Committee membership and the functions of those committees are described below.

Board of Directors Committee Membership

C - Chairman of Committee.

M – Member.

Moving forward the Company plans to appoint additional independent director(s) and appoint such person(s) to the committees described above in order to meet applicable NYSE American listing requirements and rules which generally require that each of our committees have at least two members who are required to be independent members of the Board. We also plan to appoint committee chairpersons in the future.

		Audit Committee		Compensation Committee		Nominating and Governance Committee
James A. Doris
Robert K. Green
Fred S. Zeidman		M		C		C
James G. Miller		C		M		M
C - Chairman of Committee.
M - Member.

Audit Committee

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

13

Table of Contents

The Audit Committee’s function is to provide assistance to the Board of Directors in fulfilling the Board’sBoard of Directors’ oversight functions relating to the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence and the performance of the Company’s independent auditors, and perform such other activities consistent with its charter and our Bylaws (the “Bylaws”) as the Committee or the Board of Directors deems appropriate. The Audit Committee produces an annual report for inclusion in our proxy statement. The Audit Committee is directly responsible for the appointment, retention, compensation, oversight and evaluation of the work of the independent registered public accounting firm (including resolution of disagreements between our management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The Audit Committee shall review and pre-approve all audit services, and non-audit services that exceed a de minimis standard, to be provided to us by our independent registered public accounting firm. The Audit Committee carries out all functions required by the NYSE American (the “NYSE American”), the SEC and the federal securities laws.

The Audit Committee has the sole authority, at its discretion and at our expense, to retain, compensate, evaluate and terminate our independent auditors and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system of internal controls, our compliance with policies regarding business conduct and other matters. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee.

The Board of Directors has determined that Mr. Seay isMiller, Mr. Zeidman and Mr. Green are “independent,” and that Mr. SeayMiller is an “audit committee financial expert” (as defined in the SEC rules) because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America (“GAAP”GAAP”) and financial statements; (ii) the ability to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions. Mr. SeayMiller has acquired these attributes by means of having held various positions that provided relevant experience, as described in his biographical information above.

For the fiscal year ending MarchDecember 31, 2017,2021, the Audit Committee held four meetings.no formal meetings, but took various actions via a unanimous written consent of the committee. The Audit Committee’s charter is available on our website at www.camber.energy at “Governance” - “Policies” and was filed as Exhibit 14.3 to our Annual Report on Form 10-K/A for the year ended March 31, 2009, filed with the Commission on July 29, 2009.

Compensation Committee

The Compensation Committee is responsible for the administration of our stock compensation plans, approval, review and evaluation of the compensation arrangements for our executive officers and directors and oversees and advises the Board of Directors on the adoption of policies that govern the Company’s compensation and benefit programs. In addition, the Compensation Committee has the authority, at its discretion and at our expense, to retain advisors to advise the Compensation Committee. The Compensation Committee may delegate its authority to subcommittees of independent directors, as it deems appropriate.

For the fiscal year ending MarchDecember 31, 2017,2021, the Compensation Committee held no formal meetings. The Compensation Committee’s charter is available on our website at www.camber.energy at “Governance” - “Policies” and was filed as Exhibit 14.5 to our Annual Report on Form 10-K/A for the year ended March 31, 2009, filed with the Commission on July 29, 2009.

14

Table of Contents

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for (1) assisting the Board of Directors by identifying individuals qualified to become Board of Directors members; (2) recommending individuals to the Board of Directors for nomination as members of the Board of Directors and its committees; (3) leading the Board of Directors in its annual review of the Board’sBoard of Directors’ performance; (4) monitoring the attendance, preparation and participation of individual directors and to conduct a performance evaluation of each director prior to the time he or she is considered for re-nomination to the Board;Board of Directors; (5) reviewing and recommending to the Board of Directors responses to shareowner proposals; (6) monitoring and evaluating corporate governance issues and trends; (7) providing oversight of the corporate governance affairs of the Board of Directors and the Company, including consideration of the risk oversight responsibilities of the full Board and its committees; (8) assisting the Board of Directors in organizing itself to discharge its duties and responsibilities properly and effectively; and (9) assisting the Board of Directors in ensuring proper attention and effective response to stockholder concerns regarding corporate governance. We have not paid any third party a fee to assist in the process of identifying and evaluating candidates for director.

The Nominating and Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Nominating and Governance Committee also regularly assesses the appropriate size of the Board of Directors and whether any vacancies on the Board of Directors are expected due to retirement or other circumstances. In addition, the Nominating and Governance Committee considers, from time to time, various potential candidates for directorships. Candidates may come to the attention of the Nominating and Governance Committee through current Board members, professional search firms, stockholders or other persons. These candidates may be evaluated at regular or special meetings of the Nominating and Governance Committee and may be considered at any point during the year.

The Nominating and Governance Committee evaluates director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified director nominees with the Board.Board of Directors. The Committee selects nominees that best suit the Board’sBoard of Directors’ current needs and recommends one or more of such individuals for election to the Board.Board of Directors.

The Nominating and Governance Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, are properly submitted in writing to the Secretary of the Company in accordance with the manner described below. The Secretary will send properly submitted stockholder recommendations to the Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.

15

Table of Contents

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

For the fiscal year ending March 31, 2017,2021, the Nominating and Governance Committee held no formal meetings, and took nobut did take various actions via thea unanimous written consent of the committee. The Nominating and Governance Committee’s charter is available on our website at www.camber.energy at “Governance” - “Policies” and was filed as Exhibit 99.2 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2013, filed with the Commission on June 28, 2013.

Director Nominations Process. As described above, the Nominating and Governance Committee will consider qualified director candidates recommended in good faith by stockholders, provided those nominees meet the requirements of NYSE American and applicable federal securities law. The Nominating and Governance Committee’s evaluation of candidates recommended by stockholders does not differ materially from its evaluation of candidates recommended from other sources. Any stockholder wishing to recommend a nominee should submit the candidate’s name, credentials, contact information and his or her written consent to be considered as a candidate. These recommendations should be submitted in writing to the Company, Attn: Secretary, Camber Energy, Inc., 404 Broadway,15915 Katy Freeway, Suite 425, San Antonio,450 Houston, Texas 77067.77094. The proposing stockholder should also include his or her contact information and a statement of his or her share ownership. The Committee may request further information about stockholder recommended nominees in order to comply with any applicable laws, rules, the Company’s Bylaws or regulations or to the extent such information is required to be provided by such stockholder pursuant to any applicable laws, rules or regulations.

Compensation of Directors.Directors.

The following table sets forth compensation information with respect to our non-executive directors during our fiscal yearyears ended December 31, 2021 and March 31, 2017.2020.

Name		Fiscal Year		Fees Earned or Paid in Cash ($)*				Option Awards ($)				All Other Compensation				Total
Fred S. Zeidman (1)		2021		$	53,336			$	-			$	-			$	53,336
		2020		$	53,333			$	-			$	-			$	53,333
James G. Miller (1)		2021		$	53,336			$	-			$	-			$	53,336
		2020		$	53,333			$	-			$	-			$	53,333
Robert K. Green (1)		2021		$	53,336			$	-			$	-			$	53,336
		2020			N/A				N/A				N/A				N/A

*The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Stock Awards, Non-Equity Incentive Plan Compensation,stock awards, non-equity incentive plan compensation, or Nonqualified Deferred Compensation Earningsnonqualified deferred compensation earnings during the period presented. DoesThe table above does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

(1) Mr. Schnur did not receive any additional compensation for his services on the Board of Directors separate than the amount he was paid for services as an officer ofIn 2021 and 2020, the Company as disclosed in the “Executive Compensation” table below. Effective on June 2, 2017, Anthony C. Schnur resigned as Chief Executive Officer and as a member of the Board of Directors of the Company.

(2)        Resigned as a member of the Board effective October 6, 2017.

(3)       Resigned as a member of the Board effective August 7, 2017.

(4)        Effective on April 10, 2017, Fred Hofheinz resigned from the Company’s Board of Directors for personal reasons.

Effective January 1, 2014, the Compensation Committee approved the following cash compensation for the Board of Directors: (a)paid each member of the Board of Directors will be paid $5,000 per calendar quarter ($20,000 per year) for services to thetheir pro rata portion of a $40,000 quarterly Board of Directors; (b)Directors fee in cash, payable in arrears and based on the Chairmannumber of members of the Board of Directors will receive an additional $1,000 per quarter; (c)at the Chairmanend of each calendar quarter (for example if there are three (3) members of the Compensation Committee and Nominating and Governance Committee willBoard of Directors at the end of a calendar quarter, each member would receive an additional $500 per quarter; and (d) the Chairman of the Audit Committee will receive an additional $1,000 per quarter.$13,333 in total compensation for such applicable calendar quarter).

Vote Required

Vote Required

The threefour nominees for election as directors at the annual meetingAnnual Meeting who receive the greatest number of votes cast by the stockholders, a plurality, will be elected as our directors. As a result, broker non-votes and abstentions will not be counted in determining which nominees received the largest number of votes cast. You may vote “FOR” all nominees, “AGAINST” all nominees or withhold your vote for any one or more of the nominees.

Board Recommendation

Our Board recommends a vote “FOR” all three nominees to the Board.

Proposal 2

AMENDING ARTICLES OF INCORPORATION TO INCREASE NUMBER OF

SHARES OF AUTHORIZED COMMON STOCK

General

Our Articles of Incorporation, as amended (the “Articles”), currently authorize the issuance of up to 200,000,000 shares of common stock. As of November 24, 2017, 68,850,904 shares of common stock were issued and outstanding and 125,863,749 shares were reserved for issuance with our Transfer Agent under our securities convertible into shares of common stock, leaving 5,285,347 shares of common stock unissued and unreserved. In order to ensure sufficient shares of common stock will be available for issuance by us, the Board has approved, subject to stockholder approval, an amendment to the Articles that increases the number of shares of such common stock authorized for issuance from 200,000,000 to 500,000,000.

We desire to authorize additional shares of common stock to ensure that enough shares will be available [a] for issuance of shares of common stock upon conversion of currently outstanding convertible securities, including, but not limited to, the shares issuable upon conversion of, including shares issuable for dividends, interest and conversion premiums thereon, the Series C Preferred Stock which we sold and agreed to sell pursuant to the October 2017 Purchase Agreement, and [b] in the event the Board determines that it is necessary or appropriate to (i) raise additional capital through the sale of equity securities, (ii) acquire another company or its assets, (iii) provide equity incentives to employees and officers, (iv) permit future stock splits in the form of stock dividends or (v) satisfy other corporate purposes. The availability of additional shares of common stock is particularly important in the event that the Board needs to undertake any of the foregoing actions on an expedited basis and thus to avoid the time and expense of seeking stockholder approval in connection with the contemplated issuance of common stock. See also the table beginning on page 18 for summary information regarding the number of shares of common stock exceeding our total authorized common stock which we would need to issue assuming the complete conversion/exercise of all of our outstanding convertible securities.

The increase in authorized common stock will not have any immediate effect on the rights of existing stockholders. However, the Board will have the authority to issue authorized common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or the NYSE American. For example, the rules of the NYSE American require that we obtain stockholder approval prior to the issuance of shares of common stock in a private financing at a price less than the greater of the book value or market value of our common stock, where the total number of shares which may be issued pursuant to such transactions exceeds 20% of the outstanding common stock prior to issuance. To the extent that additional authorized shares are issued in the future, they may decrease the existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the existing stockholders.

The amendment is not presently intended for the purposes of effecting an anti-takeover device and is not proposed in response to any specific takeover threat known to the Board. Furthermore, this proposal is not part of any plan by the Board to adopt anti-takeover devices, and the Board currently has no present intention of proposing anti-takeover measures in the near future.

The holders of common stock have no preemptive rights and the Board has no plans to grant such rights with respect to any such shares.

The form of the proposed amendment to our Articles of Incorporation to effect the increase in authorized shares of common stock will be in substantially the form as attached to this proxy statement as Appendix A.

No Appraisal Rights

Under Nevada law, our stockholders are not entitled to appraisal rights with respect to the increase to the number of authorized shares of common stock.

Vote Required

The affirmative vote of the holders of a majority of our outstanding voting shares entitled to vote at the meeting is required to approve this proposal. Abstentions will have the same effect as shares voted against this proposal. Because brokers do not have discretionary authority to vote on this proposal, broker non-votes will have the same effect as shares voted against this proposal. For the approval of this proposal, you may vote “FOR” or “AGAINST” or abstain from voting.

Board Recommendation

Our Board recommends that you vote “FOR” the adoption of the amendment to the Articles to increase the number of shares of authorized common stock.

Proposal 3

APPROVAL OF AUTHORITY FOR THE BOARD TO AFFECT REVERSE STOCK SPLIT

Our Board has approved and has recommended that our stockholders approve a proposal to amend our Articles of Incorporation to authorize our Board to effect a reverse stock split of all of our outstanding common stock at a ratio of between one-for-ten and one-for-fifty (the “Exchange Ratio”), with our Board having the discretion as to whether or not the reverse split is to be effected, and with the exact Exchange Ratio of any reverse split to be set at a whole number within the above range as determined by our Board in its sole discretion, provided that all fractional shares as a result of the split shall be automatically rounded up to the next whole share (the “Reverse Stock Split”). The proposal provides that our Board will have sole discretion to elect, at any time before the earlier of (a) the one year anniversary of this annual meeting; and (b) the date of our 2019 annual meeting of stockholders, as it determines to be in our best interest, whether or not to effect the Reverse Stock Split, and, if so, the number of our shares of common stock within the Exchange Ratio which will be combined into one share of our common stock.

The determination as to whether the Reverse Stock Split will be effected and, if so, pursuant to which Exchange Ratio, will be based upon those market or business factors deemed relevant by the Board at that time, including, but not limited to:

●          listing standards under the NYSE American, including the October 5, 2017, notification (the “Deficiency Letter”) received from the NYSE American that we were not in compliance with certain NYSE American continued listing standards and indicating that the Company’s securities have been selling for a low price per share for a substantial period of time and most recently the average price of the Company’s common stock had been below $0.20 on a 30-day average price as of October 5, 2017. Pursuant to Section 1003(f)(v) of the NYSE American Company Guide, the NYSE American staff determined that the Company’s continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which the staff determined to be until April 5, 2018;

●          existing and expected marketability and liquidity of the Company’s common stock;

●          prevailing stock market conditions;

●          the historical trading price and trading volume of our common stock;

●          the then prevailing trading price and trading volume of our common stock and the anticipated impact of the reverse split on the trading market for our common stock;

●          the anticipated impact of the reverse split on our ability to raise additional financing;

●          business developments affecting the Company;

●          the Company’s actual or forecasted results of operations; and

●          the likely effect on the market price of the Company’s common stock. 

Our Board of Directors recommends a vote “FOR” all four nominees to the Board of Directors.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee has selected Turner to audit our consolidated financial statements for the fiscal year ending December 31, 2022. Turner has been our independent registered public accounting since September 21, 2021. We are asking the stockholders to ratify the appointment of Turner as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Turner was appointed by the Audit Committee in accordance with its charter.

In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and our stockholders’ best interests.

The Company does not anticipate a representative from Turner to be present at the annual stockholders meeting. In the event that a representative of Turner is present at the Annual Meeting, the representative will have the opportunity to make a statement if he/she desires to do so and the Company will allow such representative to be available to respond to appropriate questions.

The Audit Committee has approved all services provided by Turner and Marcum LLP (“Marcum”). Representatives of Turner do not plan to attend the Annual Meeting.

17

Table of Contents

Change in Independent Auditors

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on September 22, 2021, we dismissed Marcum on September 16, 2021 as our independent auditor. We engaged Turner on September 21, 2021 as our independent public accounting firm to audit our consolidated financial statements for the year ended December 31, 2021 and to re-audit our consolidated financial statements for the years ended March 31, 2020 and March 31, 2019, and for the transition period ended December 31, 2020, which had previously been audited by Marcum. The audited financial statements included in the Annual Reports on Form 10-K for the years ended December 31, 2021 and March 31, 2020 were audited by Turner.

During the Company’s prior fiscal years ended March 31, 2020 and March 31, 2019, the transition period ended December 31, 2020, and through September 16, 2021, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the matter in its report on the consolidated financial statements for such year.

Audit Fees

The aggregate fees billed by our independent auditor, Turner, and our former independent auditor, Marcum, for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Form 10-K for the years ended December 31, 2021 and March 31, 2020, and for the review of quarterly financial statements included in our Quarterly Reports on Form 10-Q for the quarters ending March 31, June 30, September 30, and December 31, 2021 and 2020, were:

		2021				2020
Turner		$	145,000			$	-
Marcum		$	495,505			$	323,100

We do not use the auditors for financial information system design and implementation. Such services, which include designing or implementing a system that aggregates source data underlying the financial statements or that generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage the auditors to provide compliance outsourcing services.

The Audit Committee has considered the nature and amount of fees billed by Turner believes that stockholder approval granting us discretionthe provision of services for activities unrelated to set the actual exchange ratio withinaudit is compatible with maintaining Turner’s independence.

18

Table of Contents

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the rangeindependent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee may delegate the authority to pre-approve the retention of the Exchange Ratio, rather than stockholder approvalindependent registered public accounting firm for permitted non-audit services to one or more members of a specified exchange ratio, provides us with maximum flexibilitythe committee, provided that such persons are required to reactpresent the pre-approval of any permitted non-audit service to then-current market conditions and volatility in the market pricecommittee at the next meeting following any such pre-approval. None of our common stock in orderthe fees paid to set an exchange ratio that is intended to result in a stock price in excess of $0.20 per share to avoid continuing to be considered a low priced stockthe independent registered public accounting firm under the category Audit Fees described above were approved by the NYSE American,committee after services were rendered pursuant to the de minimis exception established by the SEC.

Audit Committee Report

The Audit Committee represents and therefore, isassists the Board of Directors in fulfilling its responsibilities for general oversight of the best interestsintegrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company’s relationship with its independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from the Company for such advice and assistance.

In connection with the fiscal years 2020 and 2021 audited financial statements of the Company, and its stockholders. However, there can be no assurance that the Reverse Stock Split will result in our common stock trading above $0.20 for any significant periodAudit Committee of time. If the Board determines to implement the Reverse Stock Split, we intend to issue a press release announcing the terms and effective dateof Directors of the Reverse Stock Split before we fileCompany (1) reviewed and discussed the Amendmentaudited financial statements with the Secretary of State of the State of Nevada.

If our Board determines that effecting the Reverse Stock Split is in our best interest, the Reverse Stock Split will become effective upon the filing of an amendment to our Articles of IncorporationCompany’s management; (2) discussed with the Secretary of State ofCompany’s independent auditors the State of Nevada. The form of the proposed amendment to our Articles of Incorporation to effect the Reverse Stock Split will be in substantially the form as attached to this proxy statement as Appendix B (the “Amendment”). The Amendment filed thereby will set forth the number of sharesmatters required to be combined into one sharediscussed by the Statement on Auditing Standards No. 61, as amended (Codification of our common stock withinStatements on Auditing Standards, AU 380), as adopted by the limits set forthPublic Company Accounting Oversight Board (“PCAOB”) in this proposal but will not have any effect onRule 3200 and Exchange Act Regulation S-X, Rule 2-07; (3) received the number of shares of common stock or preferred stock currently authorized,written disclosures and the ability of our Board to designate preferred stock, the par value of our common or preferred stock, or any series of preferred stock previously authorized (except to the extent such Reverse Stock Split adjusts the conversion ratio of such previously designated preferred stock).

Purpose of the Reverse Stock Split

The primary purpose of the Reverse Stock Split is to increase proportionately the per share trading price of our common stock. Our common stock is listed on the NYSE American under the symbol “CEI”. Under the NYSE American’s listing standards, if the exchange considers our common stock to be a low-priced stock (generally trading below $0.20 per share for an extended period of time), our common stock could be subject to a delisting notification, which notification we received on October 5, 2017, as discussed above. Additionally, if at any time our common stock trades below $0.06 per share, we will be automatically delistedletter from the NYSE American. Our common stock has not traded above $1 per share since February 10, 2017, and has not traded above $0.30 per share since July 19, 2017, and our price per share has ranged from a low of $0.14 per share to a high of $1.75 per share for the twelve month period ended November 24, 2017. To regain compliance with applicable NYSE American listing standards asindependent auditors required by the Deficiency Letter, we need to effect a reverse stock splitapplicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence; and (5) considered whether the provision of non-audit services by April 5, 2018.the Company’s principal auditors is compatible with maintaining auditor independence.

As noted above, if we were unableBased upon these reviews and discussions, the Audit Committee recommended to regain compliance with NYSE American low-priced listing standards in the appropriate time, we could be subject to delisting. Delisting could have a material adverse effect on our business, liquidity and on the trading of our common stock. If our common stock were delisted, our common stock could be quoted on the OTCQB market or on the “pink sheets” maintained by the OTC Markets Group. However, such alternatives are generally considered to be less efficient markets. Further, delisting from the NYSE American could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees and could also trigger various defaults under our lending agreements and other outstanding agreements. Finally, delisting could make it harder for us to raise capital and sell securities as we would no longer be eligible to use Form S-3 short form registration statements for such purposes.

We also believe that the increased market price of our common stock expected as a result of implementing the Reverse Stock Split may improve the marketability and liquidity of our common stock and encourage interest and trading in our common stock. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. Although it should be noted that the liquidity of our common stock may be harmed by the Reverse Stock Split given the reduced number of shares that would be outstanding after the Reverse Stock Split, our Board is hopeful that the anticipated higher market price will offset, to some extent, the negative effects on the liquidity and marketability of our common stock inherent in some of the policies and practices of institutional investors and brokerage houses described above.

Board of Directors, Discretion to Implement the Reverse Stock Split

If proposal 3 is approved by our stockholders, the Reverse Stock Split will be effected, if at all, only upon a determination byand the Board of Directors approved, that the Reverse Stock Split isaudited financial statements for fiscal years 2020 and 2021 be included in the best interests of the Company and its stockholders. The Board’s determination as to whether the Reverse Stock Split will be effected and, if so, at which Exchange Ratio, will be based upon certain factors, including existing and expected marketability and liquidity of our common stock, prevailing stock market conditions, business developments affecting us, actual or forecasted results of operations and the likely effectCompany’s Annual Reports on the market price of our common stock, and the listing standards of the NYSE American. If the Board does not act to implement the Reverse Stock Split prior to the earlier of (a) the one year anniversary of this annual meeting; and (b) the date of our 2019 annual meeting of stockholders, the authorization granted by stockholders pursuant to this proposal 3 would be deemed abandoned and without any further effect. In that case, the Board may again seek stockholder approval at a future dateForm 10-K for the Reverse Stock Split if it deems it to be advisable. 

Effect of the Reverse Stock Split

If approved by our stockholdersfiscal years ended December 31, 2021 and implemented by the Board, as of the effective time of the Amendment, each issued and outstanding share of our common stock would immediately and automatically be reclassified and reduced into a fewer number of shares of our common stock, depending upon the Exchange Ratio selected by the Board, which could range between one-for-ten and one-for-fifty, provided that all fractional shares as a result of the split shall be automatically rounded up to the next whole share.

Except to the extent that the Reverse Stock Split would result in any stockholder receiving an additional whole share of common stock in connectionMarch 31, 2020 for filing with the rounding of fractional shares or any dilution to other stockholder in connection therewith, as described below, the Reverse Stock Split will not:

●          affect any stockholder’s percentage ownership interest in us;

●          affect any stockholder’s proportionate voting power;

●          substantially affect the voting rights or other privileges of any stockholder; or

●          alter the relative rights of common stockholders, preferred stockholders, warrant holders or holders of equity compensation plan awards and options.  

            Depending upon the Exchange Ratio selected by the Board, the principal effects of the Reverse Stock Split are:

●          the number of shares of common stock issued and outstanding will be reduced by a factor ranging between ten and fifty, notwithstanding any rounding;

●          the per share exercise price will be increased by a factor between ten and fifty, and the number of shares issuable upon exercise shall be decreased by the same factor, for all outstanding options, warrants and other convertible or exercisable equity instruments entitling the holders to purchase shares of our common stock;

●          the number of shares authorized and reserved for issuance under our existing equity compensation plans will be reduced proportionately; and

●          the conversion rates for holders of our preferred stock and other outstanding securities will be adjusted proportionately.SEC.

The following table contains approximate information relating to our outstanding common stock, Series B Preferred Stock (which converts into common stock priorundersigned members of the Audit Committee have submitted this Report to the Reverse Stock Split in a ratioBoard of 7.1428571-for-1), Series C Preferred Stock [not including shares agreed to be sold, but which haven’t been sold to date to the Investor under the October 2017 Purchase Agreement], the debenture and warrant held by the Investor, including shares issuable for dividends and conversion premiums thereon, our outstanding warrants and outstanding options under our stock plans, under various proposed exchange ratio options, based on our current authorized shares of common stock and the number of authorized shares assuming proposal 2 above is approved:

Directors.

(1) Not including any additional shares of Series C Preferred Stock which we have agreed to sell under the October 2017 Purchase Agreement.AUDIT COMMITTEE

James G. Miller, Chairman

(2) Approximate.

* Does not take into account the rounding of fractional shares described below under “Fractional Shares”.Fred S. Zeidman

Additionally, the below table sets forth the weighted average exercise price of (i) outstanding options; (ii) outstanding warrants; and (iii) the conversion ratio of our Series B Preferred Stock under various reverse split ratios:

* Not including warrants heldThe foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Investor.

IfCompany under the Reverse Stock Split is implemented, the Amendment will not reduce the numberSecurities Act of shares of our common stock or preferred stock authorized under our Articles of Incorporation,1933, as amended, the right of our Board to designate preferred stock, the par value of our common or preferred stock, or otherwise effect our designated series of preferred stock, except to affect the exchange ratio thereof (as shown in the table above).

Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements thereof. We presently do not have any intent to seek any change in our status as a reporting company under the Exchange Act eitherwhether made before or after the Reverse Stock Split.date hereof and irrespective of any general incorporation language in any such filing.

Additionally, as of the date of this proxy statement, we do not have any current plans, agreements, or understandings with respect to the additional authorized shares that will become available for issuance after the Reverse Stock Split has been implemented.

Fractional Shares

Stockholders will not receive fractional shares in connection with the Reverse Stock Split. Instead, stockholders otherwise entitled to fractional shares will receive an additional whole share of our common stock. For example, if the Board effects a one-for-fifty split, and you held nine shares of our common stock immediately prior to the effective date of the Amendment, you would hold one share of the Company’s common stock following the Reverse Stock Split.

Effective Time and Implementation of the Reverse Stock SplitVote Required

The effective timeapproval of the ratification of the appointment of Turner as our independent registered public accounting firm for the Reverse Stock Split will be the date on which we file the Amendment with the office of the Secretary of State of the State of Nevada or such later date and time as specified in the Amendment, provided that the effective date must occur prior to the earlier of (a) the onefiscal year anniversary of this annual meeting; and (b) the date of our 2019 annual meeting of stockholders.

Holders of pre-reverse split shares (“Old Shares”), after the effective date, may, but are not required to, contact our transfer agent regarding the procedure for surrendering to our transfer agent, certificates representing pre-reverse split shares in exchange for certificates representing post-reverse split shares (“New Shares”). No new certificates will be issued to a stockholder until or unless such stockholder has surrendered such stockholder’s outstanding certificate(s) together with such information, fees and documentation as the transfer agent may require, to the transfer agent for reissuance. Stockholders should not destroy any stock certificate. We and the transfer agent will adjust record stockholder’s shareholdings in our records regardless of whether any certificates evidencing Old Shares are returned for reissuance in order to evidence New Shares and therefore, stockholders are not required to return their certificates for reissuance unless they want to. In the event stockholders do not have their certificates representing Old Shares reissued for certificates evidencing New Shares, such certificates will still only provide rights and ownership of the adjusted number of New Shares in connection with the Reverse Stock Split, when presented for voting or transfer, even if the certificates still list the number of Old Shares prior to the Reverse Stock Split.

Stockholders whose shares are held in book-entry form or by their stockbroker do not need to submit old share certificates for exchange. These stockholders’ book-entry records or brokerage accounts will automatically reflect the new quantity of shares based on the selected Reverse Stock Split ratio.

Beginning on the effective date of the Reverse Stock Split, each certificate or other share ownership record representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares, subject to the rounding up of fractional shares to the next whole share.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK
CERTIFICATE(S) UNLESS REQUESTED TO DO SO

No Going-Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our board or directors does not intend for the Reverse Stock Split to be the first step in a “going-private transaction” within the meaning of Rule 13e-3 of the Exchange Act. In fact, since all fractional shares of common stock resulting from the Reverse Stock Split will be rounded up to the nearest whole share, there will be no reduction in the number of stockholders of record that could provide the basis for a going-private transaction. 

Accounting Matters

The Reverse Stock Split will not affect the par value of our common stock ($0.001 per share). However, at the effective time of the Reverse Stock Split, the stated capital attributable to common stock on our balance sheet will be reduced proportionately based on the Exchange Ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss would be expected to be proportionally higher because there will be fewer shares of our common stock outstanding.

No Appraisal Rights

Under the Nevada Revised Statutes, our stockholders are not entitled to appraisal rights with respect to the Reverse Stock Split.

Certain Risks Associated with the Reverse Stock Split

Before voting on this proposal 3, you should consider the following risks associated with the implementation of the Reverse Stock Split:

●          The price per share of our common stock after the Reverse Stock Split may not reflect the Exchange Ratio implemented by the Board and the price per share following the effective time of the Reverse Stock Split may not be maintained for any period of time following the Reverse Stock Split. For example, based on the closing price of our common stock on November 24, 2017 of $0.1964 per share, if the Reverse Stock Split was implemented at an Exchange Ratio of 1-for-10, there can be no assurance that the post-split trading price of the Company’s common stock would be $1.964 or even that it would remain above the pre-split trading price. Accordingly, the total market capitalization of our common stock following a Reverse Stock Split may be lower than before the Reverse Stock Split.

●          Following the Reverse Stock Split, we may still run the risk of being considered a low priced stock under the listing standards of the NYSE American, which could cause the Company to be delisted or subject to delisting.

●          Effecting the Reverse Stock Split may not attract institutional or other potential investors, or result in a sustained market price that is high enough to overcome the investor policies and practices, and other issues relating to investing in lower priced stock described in “Purpose of the Reverse Stock Split” above.

●          The trading liquidity of our common stock could be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.

●          If a Reverse Stock Split is implemented by the Board, some stockholders may consequently own less than 100 shares of our common stock. A purchase or sale of less than 100 shares (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares following the Reverse Stock Split may be required to pay higher transaction costs if they should then determine to sell their shares of the Company’s common stock.

●          A stockholder who receives a “round up” from a fractional share to a whole share may have a tax event based on the value of the “rounded up” share provided to the stockholder. The Company believes such tax event will be minimal or insignificant for most stockholders.

Potential Anti-Takeover Effect

The increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board or contemplating a tender offer or other transaction for our combination with another company). However, the Reverse Stock Split proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of our Company, nor is it part of a plan by management to recommend a series of similar amendments to our Board and stockholders.

Federal Income Tax Consequences of the Reverse Stock Split

A summary of the federal income tax consequences of the proposed Reverse Stock Split to individual stockholders is set forth below. It is based upon present federal income tax law, which is subject to change, possibly with retroactive effect. The discussion is not intended to be, nor should it be relied on as, a comprehensive analysis of the tax issues arising from or relating to the proposed Reverse Stock Split. In addition, we have not requested and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of the proposed Reverse Stock Split. Accordingly, stockholders are advised to consult their own tax advisors for more detailed information regarding the effects of the proposed Reverse Stock Split on them under applicable federal, state, local and foreign income tax laws.

●          We believe that the Reverse Stock Split will be a tax-free recapitalization for federal income tax purposes. Accordingly, a stockholder will generally not recognize any gain or loss as a result of the receipt of the post-reverse split common stock pursuant to the Reverse Stock Split. However, a stockholder who receives a “round up” from a fractional share to a whole share may have a tax event based on the value of the “rounded up” share provided to the stockholder. The Company believes such tax event will be minimal or insignificant for most stockholders.

●          The shares of post-reverse split common stock in the hands of a stockholder will have an aggregate basis for computing gain or loss equal to the aggregate basis of the shares of pre-reverse split common stock held by that stockholder immediately prior to the Reverse Stock Split.

●          A stockholder’s holding period for the post-reverse split common stock will include the holding period of the pre-reverse split common stock exchanged.

Recommendation of the Board of Directors

The Board recommends that you vote “FOR” the amendment to our Articles of Incorporation and the authorization of the Board of the Company, without further stockholder approval, to amend the Company’s Articles of Incorporation, at any time prior to the earlier of (a) the one year anniversary of this annual meeting; and (b) the date of our 2019 annual meeting of stockholders, to effect a reverse stock split of our outstanding common stock in a ratio of between one-for-ten and one-for-fifty, provided that all fractional shares as a result of the split shall be automatically rounded up to the next whole share, in accordance with this proposal 3. Unless you specify otherwise, the Board intends the accompanying proxy to be voted for this proposal 3.

Vote Required

The approval of this Proposal 3ending December 31, 2022 requires the affirmative vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote. As a result, abstentions will have the same practical effect as votes against this Proposal. Broker non-votes will have no effect on the outcome of this Proposal. However, because brokers generally have discretionary authority to vote on the ratification of our independent auditors, broker non-votes are generally not expected to result from the vote on this Proposal. For the approval of the ratification of the appointment of Turner, you may vote “FOR” or “AGAINST” or abstain from voting.

Board Recommendation

Our Board of Directors recommends that you vote “FOR” the ratification of appointment of Turner as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

PROPOSAL 3

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in this proxy statement a separate proposal, which gives our stockholders the opportunity to approve or not approve the compensation of our Named Executive Officers (as disclosed in this proxy statement) by voting for or against the resolution below (commonly referred to as “Say-on-Pay”). While our Board of Directors and Compensation Committee intend to carefully consider the stockholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature.

In considering their vote, stockholders are encouraged to review with care the information regarding our executive compensation program as discussed under “Named Executive Officer Compensation” (beginning on page 24), and the accompanying compensation tables and narratives.

20

Table of Contents

Our Compensation Committee oversees all aspects of our executive compensation program, annually reviews each component of our executive compensation program and seeks to ensure that the compensation program for our executive officers is aligned with the interests of our stockholders and the compensation practices of our peer companies (with whom we compete for executive management personnel). Our executive compensation program is also designed to attract, motivate and retain a highly qualified executive management team and to appropriately reward our executive officers for their contribution to the achievement of our short-term and long-term business goals and the creation and enhancement of stockholder value. The Compensation Committee is guided by the following key principles in determining the compensation of our executive officers:

	·	Competition Among Peers. The Compensation Committee believes that our compensation program should reflect the competitive recruiting and retention conditions in the Company’s industry, so that we can attract, motivate and retain top industry talent.
	·	Accountability for Our Performance. The Compensation Committee also believes that our compensation program should be tied in part to our financial and operational performance, so that our executive officers are held accountable through their compensation for the performance of the Company based on our achievement of certain pre-determined financial and operational goals.
	·	Accountability for Individual Performance. In addition, the Compensation Committee believes that our compensation program should be tied in part to the executive officer’s achievement of pre-determined individual performance goals, to encourage and promote individual contributions to the Company’s overall performance.

We believe that our executive compensation program (1) has played a significant role in our ability to attract, motivate and retain a highly qualified executive team to manage the Company, and (2) is structured in the best manner possible to support the achievement of our short-term and long-term business goals and the creation and enhancement of stockholder value.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, the Company is providing stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation programs of our named executive officers. Accordingly, you may vote on the following resolution at the meeting:

“RESOLVED, that the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Company’s combined 2021 and 2022 Annual Meeting of Stockholders, pursuant to Item 402(m) through (q) of Regulation S-K, including the compensation tables and narrative discussion, be, and hereby is, APPROVED.”

The Company’s policy is to provide stockholders with an opportunity to approve the compensation of the named executive officers every year at the annual meeting of stockholders.

Ratification of this appointment shall be effective upon the affirmative vote of a majority of the votes cast on such proposal provided that a quorum exists at the Annual Meeting. Abstentions with respect to the ratification of this appointment will have the effect of a vote against ratification of this proposal. Properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy; if no such instructions are given, the persons named as agents and proxies in the enclosed form of proxy will vote such proxy “FOR” the ratification of this Proposal.

As noted above, the vote solicited by this Proposal is advisory in nature and its outcome will not be binding on the Board of Directors or the Compensation Committee, nor will the outcome of the vote require the Board of Directors or the Compensation Committee to take any action. Moreover, the outcome of the vote will not be construed as overruling any decision of the Board of Directors or the Compensation Committee or creating or implying any additional fiduciary duty of the Board of Directors or the Compensation Committee. However, the Board of Directors and the Compensation Committee will carefully consider the outcome of the vote when considering future executive compensation arrangements.

21

Table of Contents

Compensation Committee Interlocks and Insider Participation

During 2021, Mr. Zeidman (Chair) and Mr. Miller served on our Compensation Committee. No member of our Compensation Committee is or was an officer or employee of the Company. During 2021, no executive officer of the Company served as (i) a member of the Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on our Compensation Committee, (ii) a director of another entity, one of whose executive officers served on our Compensation Committee, or (iii) a member of the Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as our director.

2020 Advisory Vote on Executive Compensation

We provide our stockholders with the opportunity to cast an advisory vote on executive compensation (the “Say-On-Pay Proposal”) every year. At the last annual meeting of our stockholders held on March 11, 2020, 88.5% of the shares voted at the annual meeting and cast on the proposal, voted in favor of our Named Executive Officers’ 2020 compensation. The Board of Directors and the Compensation Committee considered these favorable results and did not make significant changes to our executive compensation program because it believes this advisory shareowner vote indicates strong support for our current compensation policies.

Vote Required

The approval of the advisory vote on the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote. As a result, abstentions will have the same practical effect as votes against this proposal. Because brokers do not have discretionary authority to vote on this proposal, brokerBroker non-votes will not affecthave no effect on the outcome of the vote on this proposal. For the approval of this proposal,the advisory vote on the compensation of our named executive officers, you may vote “FOR” or “AGAINST” or abstain from voting.

Board Recommendation

OurThe Board of Directors recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the accompanying compensation tables and the related narrative disclosure contained in this Proposal 3.

Proposal 4proxy statement.

APPROVAL OF THE ISSUANCE OF SUCH NUMBER OF SHARES OF COMMON STOCK EXCEEDING 19.99% OF OUR OUTSTANDING COMMON STOCK, ISSUABLE UPON CONVERSION OF 1,684 SHARES OF SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK, INCLUDING SHARES ISSUABLE FOR DIVIDENDS AND CONVERSION PREMIUMS THEREON AND RATIFICATION OF THE TERMS OF THE OCTOBER 2017 STOCK PURCHASE AGREEMENT

22

Table of Contents

GeneralOTHER INFORMATION

On October 5, 2017, wePrincipal Stockholders

The following table sets forth information as of August 12, 2022 regarding the beneficial ownership of our common stock, assuming the conversion of our Series C Preferred Stock, by:

	·	each stockholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock,
	·	each director,
	·	each executive officer named in the Named Executive Officer Compensation table, beginning on page 24, and
	·	all directors and executive officers as a group.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and Discover Growth Fund, an accredited investor (the “Investor”), entered intoregulations of the SEC. These rules generally provide that a Stock Purchase Agreement (the “October 2017 Purchase Agreement”),person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to whichoptions, warrants or other securities exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the Company may receive aggregate considerationpurposes of $16 million,computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to certain conditions set forth therein. Underapplicable community property laws, we believe that each beneficial owner identified in the termstable possesses sole voting and investment power over all common stock shown as beneficially owned by the beneficial owner.

Percentage ownership of our common stock in the October 2017 Purchase Agreement, (1)table is based on 545,750,593 shares of common stock issued and outstanding as of August 12, 2022, assuming the Investor purchased 212conversion of all shares of Series C Preferred Stock issued and outstanding as of August 12, 2022, subject to a beneficial ownership limitation preventing conversion into our common stock if the holder would be deemed to beneficially own more than 9.99% of our common stock. This table is based on information supplied by officers, directors and selling stockholders and by Schedules 13D and Schedules 13G, if any, filed with the closing dateSEC. Unless otherwise indicated, the address of each of the agreement, October 5,individuals and entities named below is c/o Camber Energy, Inc., 15915 Katy Freeway, Suite 450, Houston, Texas 77094.

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their common stock. Pursuant to Rule 13d-4 under the Exchange Act, the statements concerning voting and dispositive power concerning the common stock included in the footnotes to this table shall not be construed as admissions that such persons are the beneficial owners of such common stock.

		Number of Shares of Common Stock				Percent of Common Stock
Stockholder
Executive Officers and Directors
James A. Doris			-			*
Frank W. Barker, Jr.			-			*
Robert K. Green			-			*
Fred S. Zeidman			-			*
James G. Miller			-			*
All Executive Officers and Directors as a Group (Five Persons)			-			*
Greater than 5% Stockholders
Antilles Family Office, LLC (1)			54,520,848				9.99	%

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

(1) 5330 Yacht Haven Grande, Suite 206, St. Thomas, U.S. Virgin Islands, 00802. As of August 12, 2022, the holder holds 415 shares of Series C Preferred Stock; provided that the Company may not issue shares which, when aggregated with all other shares of common stock then deemed beneficially owned by the holder, would result in the reporting person holding at any one time more than 9.99% of all common stock outstanding immediately after giving effect to such issuance. The Company believes that John Burke has voting and dispositive control over the securities held by the shareholder. Antilles and its affiliate Discover have contractually agreed not to vote any shares except as requested by the Company’s board of directors.

Executive Officers

All of our executive officers are listed in the following table:

Name		Age		Position
James A. Doris		49		Chief Executive Officer
Frank W. Barker, Jr.		66		Chief Financial Officer and Treasurer

James A. Doris, Chief Executive Officer

Mr. Doris’s biographical information is presented above in Proposal 1, beginning on page 8.

Mr. Barker, Chief Financial Officer and Treasurer

Mr. Barker was appointed as Chief Financial Officer for the Company on December 23, 2020 in conjunction with the acquisition of Viking by the Company. Mr. Barker is a Certified Public Accountant licensed to practice in the State of Florida. Mr. Barker has been providing professional services to Viking since the beginning of 2015. On December 29, 2017, (the “Mr. Barker accepted the position as Chief Financial Officer of Viking. Mr. Barker has vast experience providing strategic, financial, accounting and tax-related services in various capacities to both Public and Private entities, including Compliance Reporting with the Securities and Exchange Commission, the planning, preparation and oversight of annual audit functions, presentation of financial data to Public Company Boards, turn-around management, bankruptcy and asset recovery, Strategic planning for survival of troubled companies, financial forecasting and cash flow management, litigation support and forensic analysis, mergers and acquisitions and reverse mergers. Mr. Barker has served as Chief Financial Officer of several Public Companies with Revenues in excess of $40 million. Mr. Barker’s Industry experience include the fields of Defense Contracting, Manufacturing, Alternative Energy, Electrical Contracting, Healthcare Research and Construction, Oil and Gas, Health Care Services and Administration, Not for Profit, Retail, Distribution, Gaming, Real Estate, Professional Services, Internet Technologies, Media Communications, Web Based Technologies, Banking, Investments, Insurance, Private Equity, Municipal and County Governments and Treasure Exploration. Mr. Barker received a B.A. in Accounting and Finance from the University of South Florida, Tampa, Florida in 1978.

23

Table of Contents

Named Executive Officer Compensation

The following table sets forth information concerning the compensation of our Chief Executive Officer (“Initial ClosingCEO”), Chief Financial Officer (“CFO”) and the most highly compensated executive officer other than the CEO and CFO who was serving as an executive officer of the Company for $2 million,the year ended December 31, 2021 and for the nine months ended December 31, 2020 (the Company did not have any executive officers other than its CEO and CFO as of December 31, 2021 and December 31, 2020), and up to two additional individuals for whom disclosure would have been required had they been serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”).

Name and Principal Position		Fiscal Year		Consulting Fees/Salary				Bonus				Stock Awards				All Other Compensation				Total
James A. Doris		2021		$	-			$	-			$	-			$	180,000	(2)		$	180,000
Chief Executive Officer (1)		2020			N/A				N/A				N/A			$	N/A				N/A
		2019			N/A				N/A				N/A			$	N/A				N/A
Frank W. Barker, Jr.		2021		$	-			$	-			$	-			$	180,000	(4)		$	180,000
Chief Financial Officer (3)		2020			N/A				N/A				N/A			$	N/A				N/A
		2019			N/A				N/A				N/A			$	N/A				N/A
Louis G. Schott		2021		$	176,836	(7)		$	-			$	-			$	-			$	176,836
Former Interim Chief Executive Officer (5)		2020		$	300,000	(7)		$	150,000			$	-			$	38,851	(8)		$	488,851
		2019		$	300,000	(7)		$	25,000			$	-			$	33,120	(8)		$	358,120
Robert Schleizer		2021		$	165,052	(9)		$	-			$	-			$	-			$	165,052
Former Interim Chief Financial Officer (6)		2020		$	360,000	(9)		$	150,000			$	-			$	40,000	(10)		$	550,000
		2019		$	200,000	(9)		$	-			$	-			$	26,666	(10)		$	226,666

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

No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. The value of the Stock Awards in the table above was calculated based on the fair value of such securities calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

	(1)	Mr. Doris was appointed as CEO on December 23, 2020.
	(2)	The amount included in “All Other Compensation” for the year ended December 31, 2021, is comprised of $180,000 paid to AGD Advisory Group, Inc., a company affiliated with Mr. Doris.
	(3)	Mr. Barker was appointed as CFO on December 23, 2020.

24

Table of Contents

	(4)	The amount included in “All Other Compensation” for the year ended December 31, 2021, is comprised of $180,000 paid to FWB Consulting, Inc., a company affiliated with Mr. Barker.
	(5)	Mr. Schott served as the Interim Chief Executive Officer of Camber from May 2018 through his resignation on December 23, 2020.
	(6)	Mr. Schleizer served as Chief Financial Officer (beginning as Interim Chief Financial Officer) since June 2, 2017, as a member of the Board of Directors since October 6, 2017, and as Treasurer of Camber since January 9, 2018. He resigned from all three positions on December 23, 2020. Mr. Schleizer is the Managing Partner of BlackBriar Advisors LLC (“BlackBriar”). In addition to financial management, BlackBriar provides accounting, treasury, administrative and financial reporting services to the Company. Total fees paid by the Company to BlackBriar during the year ended March 31, 2019 was $713,000, of which Mr. Schleizer attributed $200,000 to his services as Chief Financial Officer.
	(7)	Mr. Schott works on a consulting basis through Fides Energy LLC (“Fides”). Total fees paid by Camber to Fides during the year ended December 31 2021 and the nine months ended December 31, 2020 were $176,836. In addition to his monthly $25,000 fee, plus expenses, throughout 2020, Fides was paid a $150,000 bonus for past services and upon completion of the Viking acquisition, and a CEO termination fee of $86,742.
	(8)	Represents amounts paid to Mr. Schott in connection with reimbursement for health insurance premiums.
	(9)	Mr. Schleizer is the Managing Partner of BlackBriar Advisors LLC (“BlackBriar”). In addition to financial management, BlackBriar provides accounting, treasury, administrative and financial reporting services to Camber. Total fees paid by Camber to BlackBriar during the year ended December 31, 2021 and the nine-month period ended December 31, 2020 were $165,042 and 550,000, respectively.
	(10)	Mr. Schleizer also received director’s fees from Camber for the nine months ended December 31, 2020 and the year ended 2019 of $40,000 and $26,666, respectively.

Employment Agreements

As of December 31, 2021, the Company did not have any formal compensation arrangements with any executive except that the Company had orally agreed to pay, commencing April 2021, the entity of the Company’s CEO $20,000 per month, and the entity of the Company’s CFO $20,000 per month. The Company has no employees, but engages professional consultants as needed.

25

Table of Contents

Engagement Agreement

The Board of Directors appointed Mr. Louis G. Schott as Interim Chief Executive Officer of the Company on May 25, 2018. In connection with Mr. Schott’s appointment as Interim Chief Executive Officer of the Company, the Company entered into an engagement letter with Fides (the “2018 Engagement”). Pursuant to the letter, Fides agreed to supply Mr. Schott’s services to the Company as Interim Chief Executive Officer and we agreed to pay Fides $25,000 per month for the use of Mr. Schott’s services. The agreement was terminated can be terminated by either party with 90 days’ notice and terminates automatically upon the death of Mr. Schott. Pursuant to the agreement, Mr. Schott is also eligible to receive bonus compensation at the discretion of the Board of Directors. Mr. Schott received a $150,000 bonus on December 23, 2020 and the 2018 Engagement was also terminated.

Letter Agreement

Effective on December 1, 2017, the Company entered into a letter agreement (the “2017 Engagement”) with BlackBriar, pursuant to which BlackBriar agreed to provide advisory and accounting services to the Company and to make Mr. Robert Schleizer available to the Company as the Company’s Chief Financial Officer. In consideration for such services, the Company agreed to pay BlackBriar a fee of $40,000 per month, and to reimburse BlackBriar for reasonable customary and necessary expenses including for travel and related costs. BlackBriar is also eligible for bonuses in the discretion of the Compensation Committee of the Company. The letter agreement includes customary indemnification obligations and can be terminated at any time upon written notice of either party with no penalty. Mr. Schleizer received a $150,000 bonus on December 23, 2020 and the 2017 Engagement was also terminated on December 23, 2020.

Outstanding Equity Awards at Fiscal Year End

None of our Named Executive Officers had any stock options or stock awards outstanding as of December 31, 2021.

Incentive Compensation Plans

The Company stockholders approved the 2014 Stock Incentive Plan (as amended to date, the “2014 Plan”) at the annual stockholder meeting held on February 13, 2014, which has since been amended. The 2014 Plan provides the Company with the ability to offer (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing, to employees, consultants and contractors as provided in the 2014 Plan.

The Company stockholders approved the Lucas Energy, Inc. 2012 Stock Incentive Plan (“2012 Plan”) at the annual stockholder meeting held on December 16, 2011. The 2012 Plan provides the Company with the ability to offer (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing, to employees, consultants and contractors as provided in the 2012 Plan.

The Company stockholders approved the Lucas Energy, Inc. 2010 Long Term Incentive Plan (“2010 Plan” and together with the 2014 Plan and the 2012 Plan, the “-Plans”) at the annual stockholder meeting held on March 30, 2010. The 2010 Plan provides the Company with the ability to offer (1) incentive stock options, (2) non-qualified stock options, and (3) restricted shares (i.e., shares subject to certain closingsuch restrictions, if any, as determined by the Compensation Committee or the Board of Directors) to employees, consultants and contractors as performance incentives.

26

Table of Contents

As a result of the reverse stock splits effectuated on December 24, 2018 and October 29, 2019, the number of shares of common stock authorized for initial issuance or grant, under the 2010 Plan, 2012 Plan and 2014 Plan are nominal. Moving forward the Company does not anticipate making any further awards under the Plans.

Under the 2010 Plan, 58 shares of the Company’s common stock are authorized for initial issuance or grant, under the 2012 Plan, 96 shares of the Company’s common stock are authorized for initial issuance or grant, and under the 2014 Plan, as amended, 2,500,000 shares of the Company’s common stock are authorized for issuance or grant. As of December 31, 2021, there was an aggregate of 58 share available for issuance or grant under the 2010 Plan, 96 shares were available for issuance or grant under the 2012 Plan and an aggregate of approximately 2,500,000 securities were available for issuance or grant under the 2014 Plan as amended for future issuances and grants, respectively. The number of securities available under the 2010, 2012 and 2014 Plans is reduced one for one for each security delivered pursuant to an award under the Plans. Any issued or granted security that becomes available due to expiration, forfeiture, surrender, cancellation, termination or settlement in cash of an award under the Incentive Plans may be requested and used as part of a new award under the Plans.

The Plans are administered by the Compensation Committee and/or the Board of Directors in its discretion. The Compensation Committee interprets the Plans and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions set forth inof each award, including the agreementexercise price of stock options, the number of shares subject to awards, the expiration date of awards, and summarized below,the vesting schedule or other restrictions applicable to purchase (2) 106awards.

Description of Capital Stock

The total number of shares of all classes of stock that we have authority to issue is 1,010,000,000, consisting of 1,000,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of August 12, 2022, we had (i) 491,230,109 shares of common stock outstanding, (ii) 5,200 designated shares of Series C Preferred Stock, for $1,000,000, 10 days after the Initial Closing,415 of which shares were purchased on November 21, 2017; (3) 105outstanding and (iii) 25,000 designated shares of Series G Preferred Stock, 5,272 of which were outstanding.

Common Stock

Holders of our common stock: (i) are entitled to share ratably in all of our assets available for distribution upon liquidation, dissolution or winding up of our affairs; (ii) do not have preemptive, subscription or conversion rights, nor are there any redemption or sinking fund provisions applicable thereto; and (iii) are entitled to one vote per share on all matters on which stockholders may vote at all stockholder meetings. Each stockholder is entitled to receive the dividends as may be declared by our directors out of funds legally available for dividends. Our directors are not obligated to declare a dividend. Any future dividends will be subject to the discretion of our directors and will depend upon, among other things, future earnings, the operating and financial condition of our Company, our capital requirements, general business conditions and other pertinent factors.

27

Table of Contents

The presence of the persons entitled to vote 33% of the outstanding voting shares on a matter before the stockholders shall constitute the quorum necessary for the consideration of the matter at a stockholders meeting.

The vote of the holders of a majority of the votes cast on the matter at a meeting at which a quorum is present shall constitute an act of the stockholders, except for the election of directors, who shall be appointed by a plurality of the shares entitled to vote at a meeting at which a quorum is present. The common stock does not have cumulative voting rights, which means that the holders of a majority of the common stock voting for election of directors can elect 100% of our directors if they choose to do so.

Preferred Stock

Subject to the terms contained in any designation of a series of preferred stock, the Board of Directors is expressly authorized, at any time and from time to time, to fix, by resolution or resolutions, the following provisions for shares of any class or classes of preferred stock:

1)	The designation of such class or series, the number of shares to constitute such class or series which may be increased (but not below the number of shares of that class or series then outstanding) by a resolution of our Board of Directors;
2)	Whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and if so, the terms of such voting rights;
3)	The dividends, if any, payable on such class or series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any share of stock of any other class or any other shares of the same class;
4)	Whether the shares of such class or series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption or a formula to determine the times, prices and such other conditions;
5)	The amount or amounts payable upon shares of such series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Company;
6)	Whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund, and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such class or series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;
7)	Whether the shares of such class or series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of the same class or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchanges;

28

Table of Contents

8)	The limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of the common stock or shares of stock of any other class or any other series of the same class;
9)	The conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issuance of any additional stock, including additional shares of such class or series or of any other series of the same class or of any other class;
10)	The ranking (be it pari passu, junior or senior) of each class or series vis-à-vis any other class or series of any class of preferred stock as to the payment of dividends, the distribution of assets and all other matters;
11)	Facts or events to be ascertained outside the articles of incorporation of the Company, or the resolution establishing the class or series of stock, upon which any rate, condition or time for payment of distributions on any class or series of stock is dependent and the manner by which the fact or event operates upon the rate, condition or time of payment; and
12)	Any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar as they are not inconsistent with the provisions of our articles of incorporation, as amended, to the full extent permitted by the laws of the State of Nevada.

The powers, preferences and relative, participating, optional and other special rights of each class or series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

Series A Convertible Preferred Stock

On August 31, 2020, our Board of Directors approved the designation of 28,092 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which were designated with the Secretary of State of Nevada on August 31, 2020 to have substantially similar rights as the Series C Preferred Stock for $1,000,000, 10 days after the second closing; (4) 105 shares of Viking (as amended) (the “Viking Series C Preferred Stock”), as adjusted for $1,000,000, 10 days after the third closing; (5) 105 shares of Series C Preferred Stock for $1,000,000, 10 days afterexchange ratio set out in the fourth closing; (6) 525 shares of Series C Preferred Stock for $5,000,000, 30 days after the fifth closing; and (7) 525 shares of Series C Preferred Stock for $5,000,000, 30 days after the sixth Closing.merger agreement at that time, which was subsequently terminated as noted below.

On November 21, 2017, pursuantDecember 23, 2020, the Company entered into (i) a termination agreement with Viking terminating the Amended and Restated Agreement and Plan of Merger, dated August 31, 2020, as amended to date.

On February 15, 2021, the Company entered into a new Agreement and Plan of Merger with Viking. Pursuant to the terms of the October 2017 Purchase Agreement we soldand Plan of Merger with Viking, upon closing of the Investor an additional 106 sharesMerger, each one (1) share of Viking Series C Preferred Stock for $1 million (the “Second Closing”).issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive one (1) share of the to be designated Series A Preferred Stock of Camber.

The Company plans to use the proceeds from the sale

29

Table of Contents

Each share of theCamber Series CA Preferred Stock for working capital, workovers on existing wells, drilling and completion of additional wells, repayment of vendor balances and payments to International Bank of Commerce (“IBC”), in anticipation of regaining compliance with IBC.

Pursuant to the October 2017 Purchase Agreement, as long as the Investor holds any shares of Series C Preferred Stock, we agreed that we would not issue or enterwill be convertible into or amend an agreement pursuant to which we may issue any890 shares of common stock other than (a) for restricted securitiesof Camber subject to a 9.99% beneficial ownership limitation, will be treated equally with no registration rights, (b) in connectionthe Company’s common shareholders 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 therespect to dividends and liquidation, and will have no right to receive, sharesvote on any matters, questions or proceedings of common stockCamber except: (a) aton a conversion price, exercise priceproposal to increase 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 orreduce Camber’s share capital; (b) withon a conversion, exercise or exchange price that is subjectresolution to being reset at some future date after the initial issuance of the security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock.

Additionally, provided that we have not materially breachedapprove the terms of a buy-back agreement; (c) on a proposal to wind up Camber; (d) on a proposal for the October 2017 Purchase Agreement, we may at any time, in our sole and absolute discretion, repurchase from Investordisposal of all but not less thanor substantially all of Camber’s property, business and undertaking; (f) during the then outstanding shareswinding-up of Camber; or (g) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party.

As of August 12, 2022, the Company had no Series CA Preferred Stock sold pursuant to the agreement by paying to Investor 110% of the aggregate face value of all such shares. issued or outstanding.

We also agreed to provide the Investor a right of first offer to match any offer for financing we receive from any person while the shares of Series C Preferred Stock sold pursuant to the October 2017 Purchase Agreement are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match.

Finally, we agreed that if we issue 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 Investor, then we would notify Investor of such additional or more favorable term and such term, at Investor’s option, may become a part of the transaction documents with Investor.

The October 2017 Purchase Agreement includes customary provisions requiring that the Company indemnify the Investor against certain losses; representations and warranties and covenants. 

Series C Redeemable Convertible Preferred Stock

Holders of the Series C Preferred Stock are entitled to cumulative dividends in the amount of 6.0%24.95% per annum (adjustable up to 34.95% if a trigger event, as described in the designation of the Series C Preferred Stock occurs), payable upon redemption, conversion, or maturity, and when, as and if declared by our Board of Directors in its discretion, provided that upon any redemption, conversion, or maturity, seven years of dividends are due and payable on such redeemed, converted or matured stock. The Series C Preferred Stock ranks senior to the common stock and pari passu with respect to our Series B Preferred Stock. The Series C Preferred Stock has no right to vote on any matters, questions or proceedings of the Company including, without limitation, the election of directors except: (a) during a period where a dividend (or part of a dividend) is in arrears; (b) on a proposal to reduce the Company’s share capital; (c) on a resolution to approve the terms of a buy-back agreement; (d) on a proposal to wind up the Company; (e) on a proposal for the disposal of all or substantially all of the Company’s property, business and undertakings; and (f) during the winding-up of the Company.

The Series C Preferred Stock may be converted into shares of common stock at any time at the option of the holder, or at our option if certain equity conditions (as defined in the certificate of designation for the Series C Preferred Stock), are met. Upon conversion, we will pay the holders of the Series C Preferred Stock being converted an amount, in cash or stock at our sole discretion, equal to the dividends that such shares would have otherwise earned if they had been held through the maturity date (i.e., seven years), and issue to the holders such number of shares of Commoncommon stock equal to $10,000 per share of Series C Preferred Stock (the “Face Value”) multiplied by the number of such shares of Series C Preferred Stock divided by the applicable Conversion Price (as defined in the certificateconversion price of designation for the Series C Preferred Stock).$162.50 per share.

30

Table of Contents

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$62.50 per share of common stock, unless a triggeringtrigger 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$62.50 per share of common stock not to exceed 85% of the lowest sales prices on the last day of such the Measuring Period, less $0.10$62.50 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, 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 the Investor’sinvestor’s designated brokerage account in electronic form and fully cleared for trading (subject to certain extensions described in the applicable securities, which have been triggered to date). Triggeringtrading. 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 Commission.SEC.

The Series C Preferred Stock has a maturity date that is seven years after the date of issuance and, if the Series C Preferred Stock has not been wholly converted into shares of common stock prior to such date, we may redeem the Series C Preferred Stock on such date by repaying to the investor in cash 100% of the Face Value plus an amount equal to any accrued but unpaid dividends thereon. 100% of the Face Value, plus an amount equal to any accrued but unpaid dividends thereon, automatically becomes payable in the event of a liquidation, dissolution or winding up by us.

We may not issue any other preferred stock (other than the Series B Preferred Stock) that is pari passu or senior to the Series C Preferred Stock with respect to any rights for a period of one year after the earlier of such date (i) a registration statement is effective and available for the resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock, or (ii) Rule 144 under the Securities Act is available for the immediate unrestricted resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock.

Conditions to closing the sale of the additional shares ofThe Series C Preferred Stock described above include, that except with regardis subject to the first four closings described above, the Company’s common stock is required to be listed for and currently trading on the NYSE American market or a higher trading market; the Company is required to be in compliance with all requirements to maintain such listing and there cannot bebeneficial ownership limitation, which prevents any notice of any suspension or delisting with respect to the trading of the shares of common stock on such trading market; except with regard to the first four closings only, the Company is required to have duly authorized shares of common stock reserved for issuance to Investor in an amount equal to three times the number of shares sufficient to immediately issue all shares of common stock potentially issuable upon conversionholder of the Series C Preferred Stock sold to Investor underfrom converting such Series C Preferred Stock into common stock, if upon such conversion, the October 2017 Purchase Agreement (collectively, the “Conversion Shares”) and any other agreements with Investor; except with regardholder would beneficially own greater than 9.99% of our outstanding common stock.

Pursuant to the initial closing only,Fifth Amended and Restated Certificate of Designation (the “Series C COD”), which was filed as required by various agreements that we entered into in October 2021, holders of the Company is requiredSeries C Preferred Stock are permitted to obtain approval and listing of all Conversion Shares on the NYSE American; for the second through fifth closings only, (i) an aggregate dollar trading volume of at least $10 million must have traded on NYSE American during regular trading hours, from the trading day after the immediately prior closing until the trading day immediately before the relevant closing, but expressly excluding all volume traded on any days that the Investor is prevented or delayed from reselling sharesvote together with holders of common stock (“Excluded Days”);on all matters other than election of directors and (ii)shareholder proposals (including proposals initiated by any holders of Preferred Shares), on an as-if converted basis, subject to the Company’sbeneficial ownership limitation in the Series C COD for the Series C Preferred Stock, even if there are insufficient shares of authorized common stock is required to have a volume weighted average price onfully convert the NYSE American for the prior trading day of at least $0.15 per share of common stock; and with respectSeries C Preferred Stock. Also pursuant to the final two closings,October 2021 Agreements, due to the occurrence of a trigger event the Company no longer has the right to conduct an aggregate dollar trading volumeearly redemption of at least $50 million must have traded on NYSE American during regular trading hours, from the trading day after the immediately prior to closing until the trading day immediately before the relevant closing, but expressly excluding all volume traded on any Excluded Days, and if any such conditions are not met on the date initially set for such closing, each closing will occur as soon thereafter as they are met, if ever. The closing of the additional sales of Series C Preferred Stock as described above are subjectprovided for in the Series C COD.

31

Table of Contents

The following tables present a range of estimates of the number of shares potentially issuable to closing conditions which may not be met timely, if at all, and as such, we may not ever sell any additional sharessettle future conversions of the Series C Preferred Stock underoutstanding at August 12, 2022, including the October 2017 Purchase Agreement afterconversion premiums, reflecting consideration of all provisions that pertain to the Initial Closing. computation of settlements as follows:

As we do not currently have

Estimate of Common Shares Due to Series C Pref. Shareholders (assuming Dividends/Conversion Premium are paid in stock as opposed to cash)
Series C Pref. Shares Outstanding – August 12, 2022			415
Assume Triggering Event			Yes

Low VWAP During Measurement Period - $0.3613
Conversion Price for Preferred Stock		$	3.25
Camber Common Share Price		$	0.3613
Price for Calculating Conversion Premium (i.e. 85% of VWAP less $0.10)		$	0.2071
Series C Pref Shares			415
Face value per share		$	10,000
Total value		$	4,150,000
Annual Conversion Premium		$	1,450,425
Total Conversion Premium (7 years worth of dividends)		$	10,152,975
Underlying common shares for Face Value Portion			1,276,923
Underlying common shares for Conversion Premium			49,024,505
Total Potential Shares			50,301,428

Series G Convertible Preferred Stock

On or about December 30, 2021, the Company filed with the State of Nevada the Series G COD.

Pursuant to the Series G COD, the Series G Preferred Stock, each of which having a sufficient numberface value of shares of authorized but unissued$10,000 per share, may be converted into shares of common stock at any time at the option of the holder at a price per share of common stock equal to allow forone cent above the closing price of the Company’s common stock on the date of the issuance of the Conversion Shares, we agreed, pursuant to the October 2017 Purchase Agreement, to file a preliminary proxy statement within 10 days after the Initial Closing date to increase our authorized but unissued shares of common stock (either through a reverse stock split or increase in authorized shares or both), and if necessary to seek stockholder approval of the October 2017 Purchase Agreement and the issuance of the Conversion Shares under applicable NYSE American rules and regulations (collectively, the “Approval”), to set a meeting for the first possible date after clearing Securities and Exchange Commission (“Commission”) comments thereon, and to use our commercially reasonable best efforts to obtain Approval as soon as practicable, and in any event within 90 days after the Initial Closing date. We are seeking the Approval pursuant to this proxy statement.

We also agreed to include on the next registration statement we file with the Commission, or on the subsequent registration statement if such registration statement is withdrawn, all potentially issuable Conversion Shares.

In conclusion, the Company plans to issue $16.84 million in face amount shares of Series G Preferred Stock, or as otherwise specified in the Stock Purchase Agreement, subject to adjustment as otherwise provided in the Series G COD. Upon conversion, the Company will pay the holders of the Series G Preferred Stock being converted a conversion premium equal to the amount of dividends that such shares would have otherwise earned if they had been held through the maturity date.

The Series G Preferred Stock, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior to the Company’s common stock; (b) junior to the Series C Preferred Stock, (c) senior to the Series E Redeemable Convertible Preferred Stock (the “and Series CF Redeemable Convertible Preferred Stock,”), at a 5% original issue discount (i.e., for aggregate consideration of $16 million). In total, an aggregate of 1,684 shares of Series C Preferred Stock, which each have a face amount of $10,000 per share were agreed to as such may be sold, of which $3 million and 318 shares of Series C Preferred Stock have been solddesignated as of the date of this proxy statement. Designation, or which may be designated by the Company after the date of this Designation; (d) senior, pari passu or junior with respect to any other series of Preferred Stock, as set forth in the Certificate of Designations of Preferences, Powers, Rights and Limitations with respect to such Preferred Stock; and (e) junior to all existing and future indebtedness of the Company.

Our Board has unanimously determined that it is advisable and in

32

Table of Contents

Except as prohibited by applicable law or as set forth herein, the best interestsholders of the Company and our stockholders to be able to issue shares of ourSeries G Preferred Stock will have the right to vote together with holders of common stock upon the conversion of theand Series C Preferred on all matters other than: (i) the election of directors; (ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series G Preferred Stock, (includingin each instance on an as-converted basis, subject to the beneficial ownership limitation in the Series G COD even if there are insufficient shares issuable for dividends and conversion premiums thereon), and unanimously recommends thatof authorized common stock to fully convert the stockholders vote FOR approvalshares of Series G Preferred Stock into common stock.

Commencing on the date of the issuance of any such number of shares of common stock exceeding 19.99%Series G Preferred Stock, each outstanding share of our outstanding common stock, issuableSeries G Preferred Stock will accrue cumulative dividends at a rate equal to 10.0% per annum, subject to adjustment as provided in the Series G COD (to a maximum of 30% per annum), of the Face Value.Dividends will be payable with respect to any shares of Series G Preferred Stock upon any of the following: (a) upon redemption of such shares in accordance with the Series G COD; (b) upon conversion of such shares in accordance with the 1,684 sharesSeries G COD; and (c) when, as and if otherwise declared by the Board of Series C Preferred Stock, including shares issuable for dividends and conversion premiums thereon agreed to be sold pursuant to the October 2017 Purchase Agreement and ratification of the terms of such October 2017 Purchase Agreement.

Please refer to the October 2017 Purchase Agreement and the designation of our Series C Preferred Stock, which are attached as Appendix C and D to this proxy statement, respectively, for further details.Directors.

Reasons for the Issuance

The approval of our ability to issue shares of our common stock upon theDividends, as well as any applicable conversion of the Series C Preferred Stock and the October 2017 Purchase Agreement is a required term and condition of the sale of the additional shares of Series C Preferred Stock under the October 2017 Purchase Agreement and the sale of such additional shares of Series C Preferred Stock will improve our balance sheet.

Reasons for Stockholder Approval

Our common stock is listed on the NYSE American. Section 713(a) of the NYSE American rules requires stockholder approval in connection with a transaction involving the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding shares of common stock at a price less than the greater of book value or market value. Section 713(b) of the NYSE American rules requires stockholder approval in connection with a transaction involving the issuance or potential issuance of additional shares which would result in a change of control of the issuer.

Because the shares of our common stock issuable upon conversion of the 1,684 shares of Series C Preferred Stock (including shares issuable for dividends and conversion premiums thereon) represent greater than 20% of our outstanding common stock and may constitute a change in control (as defined by NYSE American), we are asking our stockholders to approve the issuance of such number of shares of common stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 1,684 shares of Series C Preferred Stock sold and agreed to be sold pursuant to the terms of the October 2017 Purchase Agreement, including shares issuable for dividends and conversion premiums thereon and to ratify the terms of such October 2017 Purchase Agreement.

Stockholder approval of this proposal is being sought solely to comply with the terms of the October 2017 Purchase Agreement and Section 713 of the NYSE American rules governing the issuance of securities when any such issuances in the aggregate would exceed 20% of an issuer’s outstanding capital stock or might be considered a change of control (as defined by NYSE American).

Effect upon Rights of Existing Stockholders

Our current stockholders will continue to own their existing shares after the transaction described in this proposal. If stockholders approve this proposal, the Series C Preferred Stock (including dividends and conversion premiums thereon)premium payable hereunder, will be convertible into shares of common stock, pursuant to the terms thereof, without additional stockholder approval.

If stockholders approve this proposal, the principal effect upon the rights of existing stockholders upon the conversion of the Series C Preferred Stock will be a dilution in their current percentage ownership in the Company. Assuming the sale of all 1,684 shares of Series C Preferred Stock agreed to be sold pursuant to the October 2017 Purchase Agreement and upon conversion of all such shares, the Investor will hold in the aggregate more than 50% of our outstanding shares of common stock, not including any shares of common stock the Investor can hold upon conversion of outstanding convertible securities of the Company which the Investor holds. This percentage does not give effect to (i) the issuance of shares of common stock for dividends, premiums or conversion premiums under the Series C Preferred Stock, (ii) the issuance of shares of common stock pursuant to our other outstanding options, warrants and convertible securities, or (iii) any other future issuances of our common stock. The issuance of shares of common stock pursuant to the conversion of the Series C Preferred Stock and the sale of such shares by such holders into the public market, also could materially and adversely affect the market price of our common stock.

The total number of shares of common stock potentially issuable in connection with this proposal is currently approximately 65,824,599, which consists of approximately (i) 5,181,539 shares of common stock issuable upon conversion of the Series C Preferred Stock, and (ii) 60,643,060 additional shares of common stock that the Company may issue, at its sole discretion in lieu of cash, as conversion premiums or in payment of interest or dividends on such Series C Preferred Stock, assuming the payment of dividends on the Series C Preferred Stock solelypaid in shares of common stock for a period of seven years, whichvalued at (i) if there is no Material Adverse Change as at the maturity date of each of the securities, and not taking into account any decrease in the trading price of our common stock subsequent to the date hereof. The number of additional sharespayment or issuance of common stock thatshares for the Company may issue as conversion premiums or in payment of dividends is dependent on the dividend rate and conversion premium, rate which can range from 0% to 24.95% (or up to 34.95% upon a triggering event) depending on the Company’s underlying stock price at the time of conversion or maturity and assuming no triggering event has occurred. For purposes of the dividend and conversion premium calculations in the preceding sentences, the Company assumed (i) the dividend rate and conversion premium rate to be 6.0% per annum, and (ii) $0.1166 to be 95%as applicable, (A) 95.0% of the average of the 5 lowest 5 individual daily volume weighted average prices of the common stock on the trading market during the 30 trading dayapplicable measurement period immediately prior to paymentfor the calculation of the interest, dividends and conversion premiums as applicable, not to exceed 100% of the lowest sales prices on the last day of such period,(the “Measurement Period”), which may be non-consecutive, less $0.05 per share of common stock, (the “VWAPnot to exceed (B) 100% of the lowest sales price on the last day of such Measurement”) with respect to the Series C Preferred Stock. If the VWAP Measurement is, in any case, an amount Period less than the amount assumed in the preceding sentences and/or the interest rate, dividend rate and conversion premium rate is, in any case, higher than the rate assumed in the preceding sentences, additional shares$0.05 per share of common stock, will be issuable, which may cause substantial dilution to existing stockholders.

Risks Relating toor (ii) during the Series C Preferred Stock

The full amount of premiums, interest and dividends through the maturity datetime that any MAC is ongoing, (A) 85.0% of the Series C Preferred Stock is due upon the repayment/redemption (where applicable), orlowest daily volume weighted average price during any Measurement Period for any 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 6%by holder, less $0.10 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 the Company’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 we pay all premiums, interest and dividends through maturity and the adjustable nature of such premium, interest and dividend rates, may force us to issue the Investor significant additional sharesshare of common stock, which may cause significant dilutionnot to existing stockholders. The requirement that we pay all premiums, interest and dividends through maturity may make it too costly for us to repay or redeem, as applicable, the Investor’s securities, prior to conversion thereof, as applicable.

The issuance of common stock upon conversionexceed (B) 85.0% 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 the Investor may not receive shares of common stock exceeding 4.99% of our outstanding shares of common stock immediately after affecting such conversion, this restriction does not prevent the Investor from receiving shares up to the 4.99% limit, selling those shares, and then receiving the rest of the shares it is due, in one of more tranches, while still staying below the 4.99% limit. If the Investor chooses to do this, it will cause substantial dilution to the then holders of our common stock.

The Company is limited in its ability to undertake subsequent financings.

Pursuant to the October 2017 Purchase Agreement, as long as the Investor holds any shares of Series C Preferred Stock, we agreed that we would not issue or enter into or amend an agreement pursuant to which we 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 (a) at a conversionlowest sales 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 (b) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of the security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock. These restrictions may make it more costly for us to raise funding in the future or may limit our ability to raise funding, which could force us to curtail our business plan or prohibit us from taking advantage of attractive investment, acquisition or drilling activities. All of which could have a negative effect on the valuelast day of our common stock and our near-term or long-term prospects.

Interests of Directors, Officers and Affiliates

None of our current directors, officers or affiliates has an interest in the Series C Preferred Stock.

Registration Rights

We have agreed to provide piggy back registration rights for the resale the shares of common stock issuable upon conversion of the Series C Preferred Stock. Upon such registration, these shares will be freely tradable in the public market without restriction (other than restrictions imposed on any affiliates of the Company).

Vote Required

A majority of the votes cast is required by the NYSE American rules to approve the issuance of such number of shares of common stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 1,684 shares of Series C Preferred Stock sold and agreed to be sold pursuant to the terms of the October 2017 Purchase Agreement, including shares issuable for dividends and conversion premiums thereon and to ratify the terms of such October 2017 Purchase Agreement. Abstentions will have the same practical effect as votes against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Consequences of Not Approving this Proposal

If we do not obtain stockholder approval of this Proposal at the annual meeting, we will not receive the additional $13 million in proceeds from the Investor, we may become in default under the terms of the Series C Preferred Stock due to our inability to issue shares of common stock, and/or we may be forced to redeem the Series C Preferred Stock in cash, and may need to obtain stockholder approval at a later date in order to effect the conversion of the Series C Preferred Stock into sharesMeasurement Period, less $0.10 per share of common stock.

RecommendationOn the Dividend Maturity Date, the Company may redeem any or all shares of Our Board

Our Board has unanimously determined that the issuance ofSeries G Preferred Stock by paying holder, in registered or unregistered shares of common stock upon the conversionvalued at an amount per share equal to 100% of the Series C Preferred Stock (including shares issuableliquidation value for dividends and conversion premiums thereon) is fair to, and advisable and in the best interests of, the Company and our stockholders. Our Board unanimously recommends that stockholders vote “FOR” the issuance of such number of shares of common stock exceeding 19.99% of our outstanding common stock, issuable upon conversion of the 1,684 shares of Series C Preferred Stock sold and agreed to be sold under the October 2017 Purchase Agreement, including shares issuable for dividends and conversion premiums thereon and ratification of the terms of such October 2017 Purchase Agreement.

Proposal 5

APPROVAL OF THE ISSUANCE OF 120,000 SHARES OF COMMON STOCK TO OUR FORMER CEO AS PART OF A SEVERANCE AGREEMENT AND RELEASE

General

In connection with the departure of Mr. Anthony C. Schnur as Chief Executive Officer and director of the Company effective June 2, 2017, Mr. Schnur entered into a Severance Agreement and Release with the Company, whereby (i) his employment agreement with the Company was terminated, (ii) he entered into a mutual release with the Company; (iii) we agreed to issue him 120,000 shares of unregistered common stock (to be issued in installments of 10,000 per month)(the “Schnur Shares”) and a monthly cash payment of $14,000 for twelve months; and (iv) he was granted reimbursement of the payment of his COBRA premiums through (a) the one year anniversary of the termination or (b) until he is eligible to participate in the health insurance plan of another employer, whichever is sooner, and provided that the amount of such health benefits shall reduce his monthly cash payment.

The Schnur Shares constitute equity compensation and the issuance of such shares is therefore required to be approved by our stockholders pursuant to Section 711 of the NYSE American Company Guide.

Vote Required

The approval of the issuance of the Schnur Shares requires the affirmative vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote. As a result, abstentions will have the same practical effect as votes against this proposal. Broker non-votes will have no effect on the outcome of this proposal. For the approval of the ratification of the issuance of the Schnur Shares, you may vote “FOR” or “AGAINST” or abstain from voting.

Board Recommendation

Our Board recommends that you vote “FOR” the ratification of the issuance of the Schnur Shares.

Proposal 6

RATIFICATION OF APPOINTMENT OF 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee has selected GBH CPAs, PC, independent registered public accounting firm (“GBH”), to audit our consolidated financial statements for the fiscal year ending March 31, 2018. GBH has served as our independent registered public accounting firm since September 29, 2015. We are asking the stockholders to ratify the appointment of GBH as our independent registered public accounting firm for the fiscal year ending March 31, 2018. GBH was appointed by the Audit Committee in accordance with its charter.

In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and our stockholders’ best interests.

The Company does not anticipate a representative from GBH to be present at the annual stockholders meeting. In the event that a representative of GBH is present at the annual meeting, the representative will have the opportunity to make a statement if he/she desires to do soredeemed, and the Company will allowuse its best efforts to register such representative to be available to respond to appropriate questions.