VIKING ENERGY GROUP, INC. : Entering into a Material Definitive Agreement, Completion of Acquisition or Disposal of Assets, Unrecorded Sale of Equity Securities, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At February 9, 2022, Viking Energy Group, Inc. (“Viking”) has entered into a securities purchase agreement (the “Securities Purchase Agreement”) to purchase (the “Purchase”) 51 units, representing 51%, of Viking Sentinel Technology, LLC
(“viking sentry“), from Virga Systems LLCa Wyoming limited liability company (“Virga”), in consideration for the issuance of 416,667 shares of Viking common stock to Virga.

viking sentry was formed on or about January 31, 2022and Virga received the 100 units of viking sentry given Virga’s assignment to
viking sentry all intellectual property and intangible assets of Virga, including patent rights, know-how, procedures, methodologies and contractual rights relating to end-of-line protection with binding trigger signal for the distribution system, and related patent applications.

At February 9, 2022the purchase was completed, Viking acquired 51 units (51%) of
viking sentry of Virga with Virga retaining the remaining 49 units (49%) of
viking sentry, and Viking issued 416,667 shares of Viking common stock to Virga. Viking and Virga then entered into an operating agreement on February 9, 2022 (the “Operating Agreement”), governing the operation of viking sentry.

The foregoing descriptions of the Securities Purchase Agreement and Operating Agreement do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement and Operating Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this current report on Form 8-K and are incorporated into this Section 1.01 by reference in their entirety.

Item 2.01 Completion of Acquisition or Disposal of Assets.

The information contained in Section 1.01 above is incorporated by reference into this Section 2.01.

Item 3.02 Unrecorded Sales of Equity securities.

The information contained in Section 1.01 above is incorporated by reference in this Section 3.02. The shares were sold to Virga on the basis of the exemption from registration under section 4(a)(2) of the Securities Act 1933, as amended, and/or rule 506(b) enacted thereunder, as there was no general solicitation, and the transaction did not involve a public offering.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.



Exhibit
No.        Description
  10.1       Securities Purchase Agreement, by and between Viking Energy Group,
           Inc., and Virga Systems LLC, dated as of February 9, 2022
  10.2       Operating Agreement of Viking Sentinel Technology, LLC, by and
           between Viking Energy Group, Inc., and Virga Systems LLC, dated as of
           February 9, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)





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