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EX-10.1 - PURCHASE AND SALE AGREEMENT - VIKING ENERGY GROUP, INC.vkin_ex101.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 3, 2017

 

Viking Energy Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

000-29219

98-0199508

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

1330 Avenue of the Americas, Suite 23 A, New York, NY

10019

(Address of principal executive offices)

(zip code)

 

(212) 653-0946

(Registrant’s telephone number, including area code)

 

_________________________________  ____________

(former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

    

 
 
 
 

 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

 

Viking Energy Group, Inc. (the “Company” or “Viking”) executed a Promissory Note, dated October 3, 2017 (the “Note”), through a wholly-owned subsidiary, Mid-Con Drilling, LLC (“Mid-Con”), in favor of Cornerstone Bank (“Cornerstone”). The principal amount of the Note is $204,000, and the maturity date of the Note is October 3, 2025. For the first 12 months, the Note bears interest at Cornerstone’s corporate base rate (currently 4.5%) plus 1.0%, and thereafter the interest rate shall be 6% per annum. $200,441 of the loan proceeds were used to purchase the assets described in Item 8.01 below. The Note is secured by a first-ranking security interest and mortgage against the assets acquired by the Company described below, and a guaranty from each of the Company and the Company’s President and Chief Executive Officer, James Doris.

 

ITEM 8.01 OTHER EVENTS.

 

On October 4, 2017, the Company, through Mid-Con, closed on the acquisition, effective September 1, 2017, of a 80% working interest in six new oil and gas leases in Riley, Geary and Wabaunsee Counties in Kansas. Existing production from the acquired interests is approximately thirteen barrels of oil per day. The purchase includes an undivided interest in all oil and gas wells, equipment, fixtures and other personal property located upon the leased properties and used in connection with oil and gas operations upon the leases attributable to the working interests purchased by Viking, through Mid-Con. The leases produce oil from various zones, including the Conglomerate (at depths of 1,650 to 1,800 feet), Viola and Simpson Sandstone (at depths of 2,917 to 3,063 feet) and offer the potential for several future drilling locations. The acquisition price for this transaction was $400,000. A portion of the purchase price was obtained from the loan transaction described in Item 2.03 above, and the balance was provided by the Company from cash on-hand via a recently completed private placement. Haas Petroleum LLC (http://www.haaspetroleum.com/), a fourth-generation oil and gas company, will operate these assets on behalf of the Company.

 

The foregoing description of the terms of the acquisition is qualified in its entirety by the full text of the acquisition purchase agreement filed as Exhibit 10.1 to, and incorporated by reference in, this report.

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, made in this report are forward-looking and subject to change. Examples of forward-looking statements include statements related to anticipated oil production and the number of potential drilling locations resulting from the acquisition. These forward-looking statements are subject to business and economic risk, reflect management’s current expectations, and involve subjects that are inherently uncertain and difficult to predict. Our actual results could differ materially from expected results expressed in forward-looking statements. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate. The website of Haas Petroleum LLC has only been included as a reference, and the website and its contents are not incorporated in this filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

The exhibit listed in the following Exhibit Index is filed as part of this report:

 

Exhibit No.

Description

10.1

Purchase and Sale Agreement

 

 

2

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Viking Energy Group, Inc.

 

 

 

Dated: October 4, 2017

By:

/s/ James Doris

James Doris

 

CEO & Director

 

 

 

3