VKIN Viking Energy Group Inc (QB)

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of May 5, 2023, Viking Energy Group, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with FK Venture LLC, a Delaware limited liability company (the “Investor”), pursuant to which (i) the Investor agreed to purchase, by the fifth calendar day of each month for six months commencing May 5, 2023, and the Company agreed to issue to the Seller, convertible promissory notes (each such note a “Note”), with each Note having a minimum principal amount of $800,000 (for aggregate minimum funding to the Company of $4,800,000 under the SPA); and (ii) the Investor would have the right to purchase up to an aggregate of $9,600,000 in principal amount of Notes provided the Investor has purchased each Note monthly as required.

The initial Note purchased by the Investor pursuant to the SPA was funded by the Investor on May 5, 2023, and on such date, the Company received the purchase price of $800,000 and issued a Note in the principal amount of $800,000 to the Investor (the “May 5^th Note”). Each Note issued to the Investor under the SPA, including the May 5^th Note, will (i) mature on the earlier of earlier of July 1, 2025, or 90 days following the date that the Company completes a direct up-listing of its common stock to a national securities exchange (not including any merger or combination of the Company and Camber Energy, Inc. (such combination the “Camber Merger”)); (ii) accrue interest at 12% per annum (provided that if a Note is prepaid within 12 months of the issuance date, a full 12 months of interest shall be paid); and (iii) be convertible into shares of the Company’s (or its successor’s) common stock at a fixed conversion price equal to the lesser of (a) $0.75 (subject to proportional adjustment for stock splits), or (b) if the Camber Merger closes, 50% multiplied by the volume-weighted average price of Camber Energy, Inc.’s common stock on the trading day  immediately prior to the closing of the Camber Merger (subject to proportional adjustment for stock splits). 

The foregoing descriptions of the SPA (and Note form thereunder) and May 5^th Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and May 5^th Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.