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


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* 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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