Item 1.01 Entry into a Material Definitive Agreement.

On January 24, 2022, New Rise Processing Reno, LLC ("New Rise Processing") executed and delivered in favor Viking Energy Group, Inc. ("Viking" or the "Company"), a promissory note in the principal amount of $460,000 (the "Note"), and Viking advanced $460,000 to New Rise Processing on January 24, 2022, under the Note. New Rise Processing's obligations under the Note are secured by: (i) a Guaranty executed by RESC Renewable Holdings, LLC ("RESC Renewable") in favor of the Company (the "Guaranty"), and (ii) a Security Agreement-Pledge executed by RESC, LLC (the owner of RESC Renewable) in favor of Viking, granting Viking a first position and perfected security interest in 20% of the membership interests of the Seller (the "Pledge Agreement"). Each of the Note, Guaranty and Pledge Agreement are dated January 24, 2022. The Note bears interest at a rate of 10% per annum, and all principal and accrued interest due thereunder are payable on the earlier of: (i) the Company's acquisition of all of the membership interests of New Rise Renewables, LLC; or (ii) June 30, 2022.

The foregoing descriptions of the Note, Guaranty, and Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the form of Note, Guaranty, and Pledge Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference in their entirety.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
  10.1          Promissory Note, by New Rise Processing Reno, LLC, in favor of
              Viking Energy Group, Inc., dated January 24, 2022
  10.2          Guaranty, by and between Viking Energy Group, Inc., and RESC
              Renewable Holdings, LLC, dated January 24, 2022
  10.3          Security Agreement-Pledge, by and between Viking Energy Group,
              Inc., and RESC, LLC, dated January 24, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)





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