Item 1.01 Entry into a Material Definitive Agreement.
On January 8, 2021, Viking Energy Group, Inc. ("Viking" or the "Company")
entered into a Securities Purchase Agreement (the "Purchase Agreement") with
Camber Energy, Inc. ("Camber") (which currently owns approximately 51% of
Viking's outstanding common stock), to be considered effective as of December
31, 2020, pursuant to which Camber would acquire an additional 145,384,615
shares of Viking common stock (the "Shares") in consideration of (i) Camber
issuing 1,890 shares of Camber's Series C Redeemable Convertible Preferred Stock
to EMC Capital Partners, LLC ("EMC"), one of Viking's lenders which holds a
secured promissory note issued by Viking to EMC in the original principal amount
of $20,869,218 in connection with the purchase of oil and gas assets on or about
February 3, 2020 (the "EMC Note"); and (ii) EMC considering the EMC Note paid in
full and cancelled pursuant to the Cancellation Agreement described below.
Simultaneously, on January 8, 2021, Viking entered into a Cancellation Agreement
with EMC (the "Cancellation Agreement"), to be considered effective as of
December 31, 2020, pursuant to which Viking agreed to pay $325,000 to EMC, and
EMC agreed to cancel and terminate in the EMC Note and all other liabilities,
claims, amounts owing and other obligations under the Note. At the same time,
Camber entered into a purchase agreement with EMC pursuant to which (i) Camber
would issue 1,890 shares of Camber's Series C Redeemable Convertible Preferred
Stock to EMC, and (ii) EMC would enter into the Cancellation Agreement with
Viking to cancel the EMC Note.
The foregoing descriptions of the Purchase Agreement and Cancellation Agreement
do not purport to be complete and are qualified in their entirety by reference
to the Purchase Agreement and Cancellation Agreement, copies of which are filed
as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and
incorporated in this Item 1.01 by reference in their entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated by reference into
this Item 2.03. The Shares were sold to Camber in reliance on the exemption from
registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as
there was no general solicitation, and the issuance did not involve a public
offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Securities Purchase Agreement, by and between Camber Energy, Inc. and
Viking Energy Group, Inc., dated December 31, 2020
10.2 Cancellation Agreement, by and between Viking Energy Group, Inc. and
EMC Capital Partners, LLC, dated December 31, 2020
__________
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon request; provided,
however that the Company may request confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or
Exhibit so furnished.
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