(a) Preferred Stock

 

The Company is authorized to issue 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of which 50,000 have been designated as Series C Preferred Stock (the “Series C Preferred Stock”). Pursuant to the amended Certification of Designation of the Series C Preferred Stock filed on December 22, 2020, each share of Series C Preferred Stock entitles the holder thereof to 37,500 votes on all matters submitted to the vote of the stockholders of the Company. Notwithstanding, so long as Camber Energy, Inc. owns or is entitled to own at least 51% of the outstanding shares of Common Stock of the Company and James Doris remains a director and Chief Executive Officer of Camber, each share of Preferred Stock shall not be entitled to any votes on matters submitted to a vote of the stockholders of the Company. Each share of Series C Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, at the office of the Company or any transfer agent for such stock, into 37,500 shares of fully paid and non-assessable common stock. However, upon any business combination or merger between Camber and Viking such that Camber acquires substantially all of the outstanding Common Stock or substantially all of Viking’s assets, the Company shall ensure that the Preferred Stock is convertible into the greater of: (i) 25,000,000 common shares of Camber (or a number of preferred shares of Camber convertible into such number of common shares of Camber); or (ii) that number of common shares of Camber that 25,000,000 shares of Common Stock would be convertible or exchange into in the Combination (or a number of preferred shares of Camber convertible into such number of common shares of Camber). 

 

(b) Common Stock

 

On January 5, 2021 the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to effect a reverse split of our common stock at a ratio of 1-for-9 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each nine (9) pre-split shares of common stock outstanding were automatically combined into one (1) new share of common stock. Unless otherwise stated, all share and per shares numbers in this Annual Report on Form 10-K have been adjusted to reflect the Reverse Stock Split.

 

During the year ended December 31, 2020, the Company issued shares of its common stock as follows:

 

	·	2,462,818 shares of common stock issued for services valued at fair value on the date of the transactions, totaling $3,158,771.
	·	63,709 shares of common stock pursuant to the exercise of 78,111 warrants.
	·	2,320,101 shares of common stock issued as discount on debt valued at fair value on the date of the transaction totaling $2,444,244.
	·	26,285,517 shares of common stock issued pursuant to subscription agreements for $20,107,925
	·	84,446 shares of common stock issued for interest at fair value on the date of the transaction totaling $115,959.
	·	3,572,870 shares of common stock issued pursuant to debt conversions at stipulated contract rates totaling $4,350,146.
	·	2,905,698 shares of common stock issued as reduction of debt and accrued expenses, valued at fair value on the date of the transaction totaling $4,110,250, and resulting in a loss on financing settlements of $931,894.

 

During the year ended December 31, 2019, the Company issued shares of its common stock as follows:

 

	·	686,793 shares of common stock issued for services valued at fair value on the date of the transaction totaling $783,782.
	·	405,561 shares of common stock issued to satisfy accrued interest valued at fair market value at the date of the transaction totaling $620,508.
	·	2,111,817 shares of common stock issued pursuant a warrant exercise for the reduction of debt in the amount of $1,900,635.
	·	267,778 shares of common stock issued pursuant to the exercise of warrants in the amount of $241,000.
	·	217,973 shares of common stock issued pursuant to cashless exercise of warrants.

 

(c) Noncontrolling Interest

 

As described in Note 7 to the consolidated financial statements, on February 3, 2020 and June 26, 2020, Viking borrowed $5.0 million and $4.2 million respectively from Camber Energy, Inc. As additional consideration for each loan, Viking assigned Camber 25% and 5% (respectively) of the membership interests in Elysium Energy Holdings, LLC. At the time of assignments, the fair value of each such interest was zero.

 

The following schedule discloses the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity for the year ended December 31, 2020:

 

Noncontrolling interest - December 31, 2019		$	-
Transfers to the noncontrolling interest
Recognition of noncontrolling interest at fair value			-
Net loss attributable to noncontrolling interest			1,996,511
Change from net income attibutable to Viking Energy Group, Inc and transfers to from noncontrolling interest		$	1,996,511

 

As discussed in Note 1, as of December 31, 2020, the noncontrolling interest was assigned back to the Company.