Item 3.02 Unregistered Sales of Equity Securities.

On July 14, 2020, Viking Energy Group, Inc. (the "Company") issued 11,065,574 shares of Company common stock to Radium2 Capital, Inc. ("Radium") in full satisfaction and conversion of the promissory note issued by the Company to Radium on July 3, 2020, in the amount of $1,350,000. The issuance of these shares to Radium was made in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as the common stock was issued in exchange for debt of the Company held by Radium, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, Radium was an accredited investor, and the transaction did not involve a public offering.






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