Item 1.01 Entry into a Material Definitive Agreement.
Effective August 6, 2021, Viking Energy Group, Inc. (“Viking” or the “Company”) entered into a Share Purchase Agreement (the “SPA”) with Simmax Corp., an Alberta corporation (“Simmax”), Remora EQ LP, an Ontario limited partnership (“Remora”), and Simson-Maxwell Ltd., a Canadian federal corporation (“Simson”), pursuant to which Viking agreed to purchase 419 Class A Common Shares of Simson from Simmax and 555 Class A Common Shares of Simson from Remora (such 975 Class A Common Shares the “Purchased Shares”) for a total purchase price of CA$3,998,045.00 (approx. US$3,196,901.49) (the “Purchase Price”).
Simultaneously, effective August 6, 2021, Viking entered into a Subscription Agreement with Simson (the “Subscription Agreement”), pursuant to which Viking agreed to purchase from Simson 1,462 Class A Common Shares (the “Subscription Shares”) of Simson for a purchase price of CA$6,001,641.58 (approx. $US4,799,009.74) (the “Subscription Price”).
On August 6, 2021, Viking completed the acquisitions of the Purchased Shares and Subscription Shares, paying the Purchase Price to Simmax and Remora, and paying the Subscription Price to Simson. These acquisitions resulted in Viking owning a total of approximately 2,436 Class A Common Shares (“Viking’s Simson Shares”) of Simson, representing approximately 60.5% of the total issued and outstanding shares of Simson. The other shareholders of Simson are Simmax and Remora, which also own Class A Common Shares of Simson, and Simson has no other classes of capital stock outstanding. Viking’s Simson Shares are subject to a security interest in favor of the senior secured lender (the “Lender”) of Viking’s majority common shareholder, Camber Energy, Inc., in connection with guaranty agreements executed by Viking in favor of the Lender on or about December 22, 2020, and April 23, 2021, and a Security Agreement executed by Viking in favor of the Lender on or about July 9, 2021.
Also on August 6, 2021, Viking entered into a Unanimous Shareholders Agreement with Simmax, Remora and Simson (the “USA”) regarding the ownership and governance of Simson, and pursuant to which Viking shall nominate two members of the Board of Directors of Simson (the “Simson Board”), Simmax shall nominate one member of the Simson Board, Remora shall nominate one member of the Simson Board, and Viking, Remora and Simmax shall jointly nominate the fifth member of the Simson Board.
The foregoing descriptions of the SPA, Subscription Agreement and USA do not purport to be complete and are qualified in their entirety by reference to the SPA, Subscription Agreement and USA, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated in this Item 1.01 by reference in their entirety.