EXHIBIT 10.1

AMALGAMATION AGREEMENT

THIS AGREEMENT made the 1^st day of June 2026.

BETWEEN:

T&T POWER GROUP INC.,

a corporation continued under the laws of Canada

(hereinafter called “T&T”)

OF THE FIRST PART,

and

SIMSON-MAXWELL LTD.,

a corporation continued under the laws of Canada

(hereinafter called "Simson-Maxwell”)

OF THE SECOND PART,

AMALGAMATION AGREEMENT

WHEREAS:

A.	T&T Power Group Inc. (“T&T”) was continued under the Canada Business Corporations Act (the “Act”) by Certificate and Articles of Continuance dated May 12, 2026;
B.	Simson-Maxwell Ltd. (“Simson-Maxwell”) was continued under the Act by Certificate and Articles of Incorporation dated November 4, 2002;
C.	T&T and Simson-Maxwell, acting under the authority contained in the Act have agreed to amalgamate upon the terms and conditions hereinafter set out;
D.	T&T and Simson-Maxwell have each made full disclosure to the other of all their respective assets and liabilities; and
E.	It is desirable that the said amalgamation should be effected;

NOW THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants hereinafter contained, the parties hereto have agreed as follows:

1.	In this Agreement the expression "Amalgamated Corporation" means the Corporation continuing from the amalgamation of T&T and Simson-Maxwell, the parties hereto.
2.	T&T and Simson-Maxwell do hereby agree to amalgamate under the provisions of Section 181 and Section 182 of the Act and to continue as one Corporation under the terms and conditions hereinafter set out.
3.	T&T and Simson-Maxwell do hereby agree to amalgamate under the provisions of Section 87 of the Income Tax Act (Canada) and to continue as one Corporation under the terms and conditions hereinafter set out.
4.	The name of the Amalgamated Corporation shall be:

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T&T Power Group Inc.

5.	The registered office of the Amalgamated Corporation shall be:

Lift Legal LLP

605, 1 Tache Street

St. Albert, AB T8N 1B4

6.	The Articles of Amalgamation of the Amalgamated Corporation shall be the Articles of Amalgamation as set out in Schedule "A" attached hereto (hereinafter the "Articles") and they are hereby adopted.
7.	The by-laws of the Amalgamated Corporation shall be the by-laws attached hereto as Schedule “B” (hereinafter referred to as the “By-Laws”) and they are hereby adopted.
8.	The Amalgamated Corporation is authorized to issue the classes of shares with the rights and restrictions attached thereto as set forth in the Articles.
9.	The right to transfer the shares of the Amalgamated Corporation shall be restricted in the manner set forth in the Articles and any unanimous shareholder agreement of the Amalgamated Corporation.
10.	The minimum number of directors of the Amalgamated Corporation shall be one (1) and the maximum number shall be ten (10).
11.	There shall be no restrictions on the business which the Amalgamated Corporation is authorized to carry on.
12.	The name and place of residence of the first director of the Amalgamated Corporation shall be as follows:

NAME	ADDRESS
Tyler Van Dyke	1430 Hutchison Street Wellesley, Ontario. N0B 2T0

13.	The said first director shall hold office until the first annual meeting of the Amalgamated Corporation or until their successors are elected or appointed. The subsequent directors shall be elected each year thereafter as provided for in the By-Laws and any unanimous shareholder agreement of the Amalgamated Corporation.
14.	The management and supervision of the business and affairs of the Amalgamated Corporation shall be under the control of the Board of Directors, from time to time, subject to the provisions of the Act.
15.	The name, officer position and place of residence of the officers of the Amalgamated Corporation shall be as follows:

NAME	OFFICER POSITION	ADDRESS
Tyler Van Dyke	President	1430 Hutchison Street Wellesley, Ontario. N0B 2T0
Tyler Van Dyke	Secretary	1430 Hutchison Street Wellesley, Ontario. N0B 2T0
Tyler Van Dyke	Treasurer	1430 Hutchison Street Wellesley, Ontario. N0B 2T0

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16.	The issued capital of T&T and Simson-Maxwell shall be converted into issued capital of the Amalgamated Corporation as follows:

	a)	All of the issued and outstanding shares in the capital stock of T&T be and are hereby exchanged for 100,000 fully paid and non-assessable Class A Common Shares in the capital of the Amalgamated Corporation.
	b)	The 2,536 Class A Common Shares in the capital stock of Simson-Maxwell held by T&T be and are hereby cancelled as of the date of amalgamation.
	c)	The 2,436 Class A Common Shares in the capital stock of Simson-Maxwell held by Viking Energy Group, Inc. be and are hereby exchanged for 5,750,000 Class A Preference Shares in the capital of the Amalgamated Corporation.

The shareholdings of the Amalgamated Corporation upon the issuance of the Certificate of Amalgamation shall be as follows:

Shareholder Name	Share Certificate #	Number and Class of Shares	PUC	Percentage of Voting Interest
Tyler Van Dyke	COM A-1	100,000 Class A Common		100%
Viking Energy Group, Inc.	PR A-1	5,750,000 Class A Preference		0%

17.	Upon the completion of the amalgamation and the issuance by the Registrar of a Certificate of Amalgamation, the shareholders of each of T&T and Simson-Maxwell, shall, when requested by the Amalgamated Corporation, surrender any certificates representing shares held by them in each of T&T and Simson-Maxwell and, in return, they shall be entitled to receive certificates for shares of the Amalgamated Corporation as stated above.
18.	The Amalgamated Corporation shall possess all the property, assets, rights, privileges and franchises (except any amount receivable by T&T and Simson-Maxwell from the other) and shall be subject to all of the liabilities, contracts, debts and obligations (except any amount payable by T&T and Simson-Maxwell to the other) of T&T and Simson-Maxwell as such exist immediately prior to the Amalgamation.
19.	All rights of creditors against the property, assets, rights, privileges and franchises of T&T and Simson-Maxwell and all liens upon their property, rights and assets shall be unimpaired by such Amalgamation, and all debts, contracts, liabilities and duties of T&T and Simson-Maxwell shall thenceforth attach to and may be enforced against the Amalgamated Corporation.
20.	No action or proceeding by or against T&T or Simson-Maxwell shall abate or be affected by the amalgamation but, for all purposes of such action or proceeding, the name of the Amalgamated Corporation shall be substituted in such action or proceeding in place of T&T or Simson-Maxwell, as the case may be.
21.	Upon the shareholders of each of T&T and Simson Maxwell respectively adopting this Agreement, as required by the provisions of the Act, this agreement shall be certified by the President of each of the parties hereto under their respective corporate seals and the parties hereto shall complete and send Articles of Amalgamation in the prescribed form and in the form attached hereto as Schedule "A" to the Director appointed under the Act providing for the amalgamation of T&T and Simson-Maxwell upon and subject to the terms and conditions of this Agreement.
22.	The effective date of this Amalgamation Agreement shall be June 1, 2026 and it is requested that the Director issue a Certificate of Amalgamation bearing that date.

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IN WITNESS WHEREOF this Agreement has been duly executed by the parties under their respective corporate seals as witnessed by the signatures of their proper officers in that behalf.

	T&T Power Group Inc.			Simson-Maxwell Ltd.
Per:	/s/ Tyler Van Dyke		Per:	/s/ Tyler Van Dyke
	Tyler Van Dyke, President			Tyler Van Dyke, President

 EXHIBIT 10.2

T&T POWER GROUP INC.

UNANIMOUS SHAREHOLDERS AGREEMENT

THIS AGREEMENT is made as of the day of June 1, 2026 (the “Effective Date”)

BETWEEN:

RECITALS

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement, the sum of one dollar and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Defined Terms. In addition to the terms otherwise defined in this Agreement, the following terms shall have the meanings set out below:

1.2 Currency. All amounts referred to in this Agreement are intended to be in lawful currency of Canada unless otherwise specified in this Agreement.

1.3 Computation of Time Periods. In this Agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and all references to “day” or “days” shall mean calendar days unless designated as “Business Days”.

1.4 Schedules. The following schedules are attached to and incorporated in this Agreement by reference:

Schedule A – Shareholders and Addresses

Schedule B – Form of Acknowledgement

Schedule C – TD Subordination and Postponement Agreement

1.5 Miscellaneous. In this Agreement:

ARTICLE 2

GOVERNANCE AND AFFAIRS OF THE BUSINESS

2.1 Business of the Corporation. The Corporation is engaged in the business of servicing, maintaining, repairing, renting and testing of generators and industrial engines and providing power solutions to customers throughout Canada (the “Business”).

2.2 Unanimous Shareholder Agreement. This Agreement is deemed to be a unanimous shareholders’ agreement within the meaning of the Act, and the power of the Board to manage or supervise the management of the Business and affairs of the Corporation is restricted in accordance with the terms of this Agreement.

2.3 Corporation to be Bound. The Corporation covenants and agrees to act in accordance with the provisions of this Agreement and to take no action which would constitute a contravention of any of the terms or provisions hereof. Notwithstanding anything contained in this Agreement, the Corporation shall so conduct its business and affairs as to comply with all applicable laws.

2.4 Board of Directors. Tyler Van Dyke has been appointed as Director of the Board, and the Shareholders hereby approve such appointment. For clarity, Viking will have no right to appoint a Director of the Board.

The Corporation shall not, and the Directors shall not authorize or approve the issuance of, any Shares or securities ranking senior in priority or preference to the Viking Preferred Shares with respect to dividends, return of capital, liquidation, redemption or otherwise, unless and until all of the Viking Preferred Shares have been redeemed, repurchased or otherwise retired in accordance with this Agreement.

2.5 Decisions of Directors. Any resolution of the Directors shall only be validly passed and effective if:

2.6 Notice of Meeting of Shareholders. Any meeting of the Shareholders may be called by resolution of the Directors or by any Shareholder entitled to vote at such meeting, on not less than fourteen (14) days’ Written Notice given to all the Shareholders of the Corporation who are entitled to vote.

2.7 Place and Frequency of Shareholders’ Meetings. Meetings of Shareholders may be held at any place within or outside of the Province of Ontario. The meetings shall permit all the Shareholders of the Corporation to participate in a meeting of Shareholders by means of such telephone, electronic, or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Shareholder participating in such a meeting by such means is deemed for the purposes of the Agreement to be present at that meeting.

2.8 Dividends. It is hereby acknowledged by Viking that dividends are declared at the discretion of the Board, and the Viking Preferred Shares are not entitled to dividends, except as set out in Section 6.7.

2.9 Officers. The officers of the Corporation shall be appointed by the majority of the Directors from time to time.

2.10 Books and Records. The Corporation shall maintain books of account at its head office which shall contain accurate and complete records of all transactions, receipts, expenses, assets, and liabilities of the Corporation. The Corporation shall provide all Shareholders with reasonable access to such books and records. Proper books of account and entries shall be made therein of all matters, transactions, and things as are usually written and entered in books of account kept by Corporations engaged in concerns of a similar nature together with all books, securities, letters and other things belonging to or concerning how the Corporation’s business is being carried on and each of the Shareholders shall have free access at all times to examine and copy them and shall at all times furnish to the other Shareholders correct information, accounts, and statements of and concerning all transactions pertaining to the Corporation without any concealment or suppression. Each Shareholder shall also be entitled from time to time, during usual business hours on reasonable notice to the Corporation, to examine (or cause its representatives to examine): (i) the Articles and the By-laws; and (ii) the minute books of the Corporation.

2.11 Information to be Provided to Shareholders. The Corporation shall maintain proper, complete, and accurate books and accounts in accordance with generally accepted accounting principles consistently applied and in effect from time to time. The Corporation shall supply on a timely basis all necessary financial and other information to the Shareholders as of the end of their respective fiscal and/or tax accounting quarters and years in order to permit each Shareholder to comply on a timely basis with his/its respective reporting, tax, and other requirements imposed by law or otherwise. Each Shareholder shall also be entitled to receive from the President of the Corporation:

2.12 Bankers, Banking and other Documents. Until changed by a resolution of the Directors, The Toronto Dominion Bank shall be the bankers of the Corporation (the “Bank”). The Corporation shall maintain such bank accounts as the Corporation may from time to time require, at the Bank or at such other bank or trust company as the Directors may from time to time determine. All bank accounts shall be kept in the name of the Corporation and all cheques, bills, notes, drafts, or other instruments shall be executed as set out in the Corporation’s banking resolution authorized by the Board on or after the Effective Date. The parties agree that any banking resolution in effect prior to the Effective Date is of no further force and effect and does not bind the Corporation. In the absence of a banking resolution duly authorized by the Board on or after the Effective Date, it is agreed that Tyler Van Dyke or his appointee(s) shall have sole signing authority on all cheques, bills, notes, drafts or other instruments. All monies received from time to time for the account of the Corporation shall be deposited immediately into those bank accounts for the time being in operation, and all disbursements on account of the Corporation shall be made by cheque drawn on such bank accounts.

2.13 General Signing Authority. Unless otherwise authorized by a resolution of the Board, Tyler Van Dyke or his appointee(s) shall have the sole signing authority with respect to any instrument or document entered into by the Corporation, and no other Shareholder, Director or officer of the Corporation shall have the authority or right to bind the Corporation in any manner or to sign any document or instrument on behalf of the Corporation.

2.14 Subordination to Senior Lender. Viking agrees to execute and deliver the Postponement and Assignment of Creditors Claim and Postponement of Security Agreement in favour of TD Canada Trust on or prior to the Effective Date, in the form set out in Schedule C.

ARTICLE 3

INDEMNITY

3.1 Indemnity. Each Shareholder hereby agrees to indemnify, hold harmless, reimburse, and defend each and every other Shareholder (referred to as an “Indemnified Shareholder”), for, from, and against any and all liability, loss, damage or expense (including, without limitation, reasonable legal fees and disbursements) and any claim thereof or therefor which:

ARTICLE 4 

CONFIDENTIAL INFORMATION

4.1 Confidential Information.

4.2 Disparaging Comments. Each of the parties hereto covenants and agrees that it is strictly prohibited, at all times (whether then a Shareholder or not), from making any representations, statements, remarks, and/or any comments whatsoever to any Person, when said representations, statements, remarks, and/or comment can be reasonably interpreted by any party as being disparaging to, and/or adversely affecting, or in any way being harmful to the parties hereto, their affiliates, the Corporation and/or any Subsidiary and/or its goodwill.

4.3 Survival. The obligations of each Shareholder under this Article 4 shall survive said Shareholder ceasing to be a shareholder of the Corporation.

ARTICLE 5

RESTRICTIONS ON TRANSFER

5.1 Restriction. Except as otherwise provided for herein or with the unanimous consent of the Shareholders, no Shareholder shall directly or indirectly sell, assign, transfer, give, devise, bequeath, mortgage, pledge, hypothecate, or otherwise dispose of, alienate or in any way encumber or create a security interest in, or grant any option on (each said act referred to herein as a “Transfer”) any of the Shares owned by said Shareholder. Any attempted Transfer of Shares made in violation of this Agreement shall be null and void. Neither the Board nor the Shareholders shall approve or ratify any Transfer of Shares made in contravention of this Agreement and the Corporation shall not permit any such Transfer to be recorded on the share register of the Corporation maintained for the Shares. Notwithstanding the foregoing, the Shareholders and Directors shall be deemed to have consented to any Transfer of Shares made in accordance with this Agreement and to have waived any restriction on Transfer contained in the Articles or Bylaws in order to give effect to such Transfer of Shares.

5.2 Suspension of Rights. From and after the date of an attempted Transfer, unless otherwise expressly provided for in this Agreement, all rights of the Shareholder purporting to make the Transfer shall be suspended and inoperative, and no Person shall be entitled to vote such Shares or receive dividends or other distributions from the Corporation until the Transfer is rescinded by the transferor and transferee.

ARTICLE 6

VIKING PREFERRED SHARES RIGHTS AND REDEMPTION

6.1 The Corporation may redeem all of the Viking Preferred Shares on or before March 31, 2028 (the “Redemption Date”) for an aggregate redemption price of $5,750,000, or $1.00 per Viking Preferred Share (the “Redemption Price”), subject to any credits against the Redemption Price set out in section 6.6.

6.2 If the Corporation fails to redeem all of the Viking Preferred Shares on or before the Redemption Date, the aggregate redemption price for the Viking Preferred Shares shall automatically increase to $7,750,000.00, or $1.347826 per Viking Preferred Share (the “Increased Redemption Price”), regardless of whether any portion of the Viking Preferred Shares has been previously redeemed, subject to any credits against the Retraction Redemption Price set out in section 6.6.

6.3 Subject to Section 6.8, Viking shall have the right (the “Retraction Right”) to require the Corporation to redeem all, but not less than all, of the then-outstanding Viking Preferred Shares at the Increased Redemption Price together with all accrued but unpaid dividends thereon, whether or not declared (collectively, the “Retraction Price”), exercisable upon the earliest to occur of the following:

6.4 To exercise the Retraction Right, Viking must deliver Written Notice (the “Retraction Notice”) to the Corporation of its intention to exercise the Retraction Right.

6.5 The Corporation shall pay the Retraction Price to Viking within One Hundred Twenty (120) days following receipt of the Retraction Notice (the “Retraction Payment Date”) by wire transfer of immediately available funds. For clarity, no dividends, as contemplated in Section 6.7, shall accrue on the Viking Preferred Shares following the date the Corporation receives the Retraction Notice. Notwithstanding the foregoing, should Viking elect to exercise its Retraction Right under section 6.3(a), the Corporation may elect to pay the Retraction Price on the Retraction Payment Date or it may elect to pay an aggregate redemption price of $8,520,000.00 or $1.481739 per Viking Preferred Share together with all accrued but unpaid dividends thereon (the “Deferred Redemption Price”), whether or not declared, within 12 months following the RetractionNotice. For clarity, the Increased Redemption Price and the Deferred Redemption Price, as applicable, shall only apply to those shares not redeemed on or before the Redemption Date.

6.6 Monthly Payment Right.

6.7 Conditional Cumulative Dividend.

6.8 Potential Adjustment(s)

ARTICLE 7

GENERAL SALE PROVISIONS

7.1 Application of Sale Provisions. Except as may otherwise be expressly provided in this Agreement or the Schedules hereto, the provisions of this Article shall apply to any sale of Shares between or among Shareholders, or any sale of Shares by a Shareholder to a third party or, to the extent applicable, between Shareholders and the Corporation pursuant to the provisions of this Agreement (the “Sale Transaction”). For the purpose of this Article: the term “Vendor” shall mean the transferring Shareholder; “Purchaser” shall mean the acquiring party; and the “Purchased Shares” shall mean the Shares being transferred with respect to any Sale Transaction.

7.2 Obligations of Vendor. At or prior to the time of closing, the Vendor shall:

7.3 Release of Guarantees etc. If, at the time of closing, the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities, or covenants lodged with any Person to secure any indebtedness, liability, or obligation of the Corporation or the remaining Shareholder, then the remaining Shareholder shall make reasonable commercial efforts to have such guarantees, securities, and/or covenants released, failing which all the remaining Shareholder shall indemnify the Vendor and/or any other Person for and on behalf of the Vendor, should any of them be required to make payment on said guarantees, securities, and/or covenants following the closing of the Sale Transaction.

7.4 Deliveries to Vendor. At or prior to the time of closing, the Purchaser shall:

7.5 Repayment of Debts. If, at the time of closing, the Corporation is indebted to the Vendor in an amount recorded on the books of the Corporation and verified by the accountant of the Corporation, the Corporation shall repay such amount to the Vendor at the time of closing. If, at the time of closing, the Vendor is indebted to the Corporation in an amount recorded on the books of the Corporation and verified by the accountant of the Corporation, the Vendor shall repay such amount to the Corporation at the time of closing and, if the Vendor fails to make such repayment, the Purchaser shall be required to pay the amount of such indebtedness to the Corporation from the purchase price and the amount of the purchase price payable to the Vendor shall be reduced accordingly. The Purchaser shall also be required to deduct from the purchase price and remit to the Corporation any amounts to be paid to the Corporation on account of the Vendor’s liability for Shareholder Loans or shareholder guarantees.

7.6 Payment of Purchase Price. Unless otherwise agreed in the Sale Transaction or otherwise provided for by this Agreement and Schedules hereto, the purchase price for the Purchased Shares shall be paid by the Purchaser in full by cash or bank draft at the time of closing.

7.7 Non-compliance with Conditions. If at the time of closing the Purchased Shares are not free and clear of all liens, charges, and encumbrances (“Liens”), the Purchaser may, without prejudice to any other rights which it may have, purchase the Purchased Shares subject to such Liens and, in that event, the Purchaser shall, at the time of closing assume all obligations and liabilities with respect to such Liens and make the payment of tax required under Article 116 of the Income Tax Act (Canada), as the case may be; and in each such case the purchase price payable by the Purchaser for the Purchased Shares shall be satisfied, in whole or in part, as the case may be, by such assumption or payment and the amount so assumed or paid shall be deducted from the purchase price payable at the time of closing.

7.8 Non-Completion by Vendor. If, at the time of closing, the Vendor fails to complete the Sale Transaction, the Purchaser shall have the right, if not in default under this Agreement, without prejudice to any other rights which the Purchaser may have, make payment of the purchase price payable to the Vendor at the time of closing by depositing such amount to the credit of the Vendor in any branch of the Corporation’s bankers. Such deposit shall constitute valid and effective payment of such amount to the Vendor irrespective of any action the Vendor may have taken to transfer or grant of Lien on the Purchased Shares. If the purchase price has been so paid, then from and after the date of deposit, the Sale Transaction shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity and to the Purchased Shares shall conclusively be deemed to have been transferred to and become vested in the Purchaser and all right, title, benefit, and interest, both at law and in equity, in and to the Purchased Shares of the Vendor or of any transferee or assignee of the Vendor shall cease and determine. The Purchaser shall also have the right to execute and deliver, on behalf of and in the name of the Vendor, such deeds, transfers, share certificates, resignations, and other documents that may be necessary to complete the Sale Transaction and each Shareholder, to the extent it may be a Vendor irrevocably appoints any Shareholder who becomes a Purchaser in a Sale Transaction its attorney in that behalf in accordance with the Powers of Attorney Act (Ontario), with no restriction or limitation in that regard and declaring that this power of attorney may be exercised during any subsequent legal incapacity on its part.

7.9 No Joint Liability. For greater certainty, the parties acknowledge and agree that where a Sale Transaction involves more than one Purchaser, the Purchasers in such Sale Transaction are not jointly liable for the payment of the purchase price for the Purchased Shares and any indebtedness purchased, but are only liable for their proportionate share.

7.10 Consents. The parties acknowledge that the completion of any Sale Transaction shall be subject, in any event, to the receipt of all necessary governmental and regulatory consents and approvals to the transfer of Shares contemplated thereby.

7.11 Option or Mandatory Obligation to Continue. Should the Corporation not be in a position to purchase the Shares of a Shareholder at the time that any option contained in this Agreement is exercised by a Shareholder then such right shall continue until the Corporation is in a position to so redeem the said shares.

7.12 Transfer to Affiliates. Notwithstanding any other provision herein, Tyler Van Dyke may sell, transfer or otherwise dispose of all or any portion of his Shares to a corporation controlled by him (the “Permitted Transferee”) provided that:

ARTICLE 8

DISPUTE RESOLUTION

8.1 Dispute Resolution. All disputes and questions whatsoever which shall arise between any of the parties in connection with this Agreement, or the construction or application thereof or any Article or thing contained in this Agreement or as to any act, deed or omission of any party or as to any other matter in any way relating to this Agreement (the “Dispute”), shall be resolved as follows:

ARTICLE 9

INSURANCE 

9.1 Directors and Officers Insurance. The Corporation shall purchase and maintain insurance for the benefit of any Director or officer against any liability incurred by such Director and officer in a minimum amount of Three Million Dollars ($3,000,000.00) or such greater amount as the Board determines:

9.2 Life Insurance. Intentionally Deleted.

ARTICLE 10

NON-COMPETITION

10.1 Restriction on Competition. Viking (the “Covenantor”) agrees and covenants with Tyler Van Dyke and the Corporation (the “Covenantees”) that, from the execution of this Agreement and until the expiry of two (2) years from any subsequent termination of this Agreement or from the Covenantor ceasing to be a Shareholder in the Corporation (the “Binding Period”), whichever is sooner, the Covenantor shall not, directly or indirectly, either alone or in partnership or in conjunction with any person or persons as principal, agent, shareholder or in any other manner whatsoever, within Canada:

For further certainty, if the Corporation is adjudicated bankrupt, or makes an assignment for the benefit of creditors, or proceedings are instituted by a third party seeking relief, reorganization, or rearrangement under any laws relating to insolvency in any jurisdiction whatsoever, or a receiver, liquidator, or trustee is appointed in respect of any property or assets of the Corporation, or an order is made for the liquidation, dissolution, or winding up of the Corporation, or a judgment is granted by a court against the Corporation and the Corporation fails to satisfy said judgment within a period of thirty (30) days from the date of said judgment, or the Corporation declares bankruptcy or has a receiving order made against the Corporation, then the Covenantor shall not continue to be bound by the terms of this non-competition provision.

ARTICLE 11

GENERAL

11.1 Termination. This Agreement shall terminate on the earlier of:

Notwithstanding the foregoing, the provisions of this Article 11 and any other obligations under this Agreement which by their terms are intended to survive the termination of this Agreement, shall survive the termination of this Agreement.

11.2 Further Assurances. The parties shall sign such further and other documents, cause such meetings to be held, cause such resolutions to be passed and such by-laws to be enacted, exercise their vote and influence and do and perform (and cause to be done and performed) such further and other acts or things as may be necessary or desirable in order to give full effect to this Agreement and every part of it. Any actions required to be taken pursuant to this Section 11.2 shall be undertaken at the sole cost and expense of the party undertaking such actions. Each of the parties agree that they will at all times be faithful to the others and will do their best to further the interests of the Corporation and will at all times cast their votes for the election of the persons as provided in this Agreement as officers and directors of the Corporation, and will at no time cast their vote as a director or shareholder for the purpose of ousting the other parties from office, nor shall any of the parties take any measure by way of entering into a conspiracy or agreement for the purpose of ousting the other parties from office or for doing that which may prove detrimental to the interests of any of the parties.

11.3 Implementation of Agreement. If any conflict shall appear between the Articles, By-laws or resolutions of the Corporation and the provisions of this Agreement, the provisions of this Agreement shall govern and supersede the provisions of the Articles, By-laws and resolutions. If there shall be any such conflict, the Shareholders shall amend the Articles, By-laws and resolutions so as to ensure conformity with the terms of this Agreement.

11.4 Legend on Certificates. All share certificates of the Corporation shall be endorsed with the following legend:

“THE CORPORATION IS BOUND BY, AND THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO, A UNANIMOUS SHAREHOLDER AGREEMENT DATED AS OF THE 1ST DAY OF JUNE, 2026, AS MAY BE AMENDED FROM TIME TO TIME, AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF. ANY TRANSFEREE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS DEEMED, AND REQUIRED, TO BE A PARTY TO THAT AGREEMENT.”

11.5 Copy of Agreement. The Corporation shall keep a true copy of this Agreement at its registered office and on reasonable prior notice from any party shall make the same available for examination by such party during the Corporation’s regular hours of business at such office.

11.6 Notices. All notices, requests, demands, or other communications required or permitted to be given by one party to another pursuant to this Agreement shall be given in writing by personal delivery, courier service, registered mail (postage prepaid), or facsimile transmission, or electronically by e-mail, addressed or delivered to the parties at the respective addresses set out in Schedule A or at such other address of which Written Notice is given to the other parties or to the Corporation. Such notices, requests, demands, or other communications shall be deemed to have been received when delivered, when sent by electronic means, if mailed through Canada Post, on the fifth (5^th) Business Day after the mailing thereof, or, if sent by facsimile transmission, on the first (1^st) Business Day after confirmed transmission. If a notice, request, demand or other communication is delivered by registered mail, and regular mail service shall be interrupted by strikes or other irregularities on or before the fifth (5^th) Business Day after the mailing thereof, such notice, request, demand, or other communication shall be deemed to have been received only upon personal delivery thereof.

11.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontrario and the laws of Canada applicable therein. All of the parties to this Agreement irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario.

11.8 Entire Agreement and Amendment. This Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties with respect to the matters in this Agreement and supersedes all prior agreements and negotiations, whether written or oral, relating to the subject-matter of this Agreement. The execution of this Agreement has not been induced by, nor do any of the parties rely upon or regard as material, any representations, promises, agreements or statements whatsoever not incorporated in this Agreement and made a part of this Agreement. This Agreement shall not be amended, altered or qualified except by an instrument in writing signed by all of the parties.

11.9 Waiver. No party to this Agreement shall be deemed or taken to have waived any provision of this Agreement unless such waiver is in writing, and then such waiver shall be limited to the circumstances set forth in such written waiver. No failure or delay on the part of a party in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by a party of a default shall operate against such party as a waiver of such default unless made in writing and signed.

11.10 Enurement and Assignment. This Agreement shall be binding upon and enure to the benefit of the parties, their respective heirs, executors, administrators and other legal representatives, and, to the extent permitted, their respective successors and permitted assigns. No party to this Agreement may assign, transfer or otherwise dispose of all or any part of its rights or obligations or any interest in this Agreement without the prior consent of the parties.

11.11 Power of Attorney. If any Shareholder neglects or refuses, or is unable to execute or deliver any document required to be executed or delivered pursuant to the provisions of this Agreement, then such Shareholder shall be deemed to have appointed the Corporation as his or her agent and lawful attorney, in accordance with the Powers of Attorney Act (Ontario), for the purpose of executing and delivering such document and such execution or delivery shall be as valid and effectual, for all purposes, as though it had been executed or delivered by such Shareholder. This appointment, being coupled with interest, is therefore irrevocable.

11.12 Severability. If any provision of this Agreement or the application of such provision to any Person or circumstances shall be held illegal, invalid, or unenforceable, the remainder of this Agreement or the application of such provision to Persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable shall not be affected thereby. Each provision of this Agreement is intended to be severable, and if any provision is illegal, invalid, or unenforceable in any jurisdiction, this will not affect the legality, validity, or enforceability of such provision in any other jurisdiction or the validity of the remainder of this Agreement.

11.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which when so signed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

11.14 Independent Legal Advice. By execution of this Agreement, the parties hereto do individually acknowledge, consent and agree:

[Signature page follows below.]

IN WITNESS WHEREOF, the parties have executed this Unanimous Shareholders Agreement as of the Effective Date.

CORPORATION

SHAREHOLDERS

[Signature Page – Unanimous Shareholders Agreement]

EXHIBIT 10.3

TD Canada Trust Postponement and Assignment of Creditors Claim and Postponement of Security

THIS AGREEMENT made this                   1st               day of                      June                    ,  2026  .

                                                                          (day)                                         (month)                 (year)

BETWEEN:

Viking Energy Group, Inc.

  (hereinafter called the Creditor)

AND	T&T Power Group Inc.

(hereinafter called the Company)

AND

The Toronto-Dominion Bank

(hereinafter called the Bank)

WHEREAS the Company is or may hereafter become indebted to the Bank.

AND WHEREAS the Creditor is now and intends to continue to be a holder of Equity Securities and/or a supporter of the Company in carrying on its business and the Company is or may hereafter become indebted to the Creditor.

NOW THEREFORE in consideration of the Bank continuing to deal with the Company and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Creditor and the Company hereby agree as follows:

1. Definitions: In this Agreement, the following terms have the following meanings:

"Bank Indebtedness" means all obligations of the Company to the Bank, including all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, wheresoever and howsoever incurred, whether incurred before, at the time of, or after the execution of this Agreement, whether the indebtedness and liability is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again, whether arising from dealings between the Bank and the Company or from other dealings or proceedings by which the Bank may be or become in any manner whatsoever a creditor of the Company, and in any currency, whether incurred by the Company alone or with another or others and whether as a principal or surety, including all interest thereon and all amounts owed by the Company under this Agreement for fees, costs and expenses.

"Bank Security" means all present and future security which the Bank has taken or may hereafter take in support of the Bank Indebtedness.

"Creditor Indebtedness" means all obligations of the Company to the Creditor, including all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, wheresoever and howsoever incurred, whether incurred before, at the time of, or after the execution of this Agreement, whether the indebtedness and liability is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again, whether arising from dealings between the Creditor and the Company or from other dealings or proceedings by which the Creditor may be or become in any manner whatsoever a creditor of the Company, and in any currency, whether incurred by the Company alone or jointly with another or others and whether as a principal or surety, including all interest thereon. For clarity, "Creditor Indebtedness" shall include all present and future indebtedness, liabilities and obligations of the Company to the Creditor arising from (i) any retraction, redemption or purchase for cancellation of any or all present and future Creditor's Shares, or any other payment on account of the capital of the Company represented by the Creditor's Shares, (ii) the Company's obligation to pay any and all present and future cash dividends, stock dividends, cash distributions, stock or other corporate distributions, remittances or other amounts or payments owed to the Creditor or becoming due and owing to the Creditor from time to time in connection with the Creditor's Shares, and (iii) any shareholder loans, related party loans or other similar loans or advances made or extended by the Creditor to the Company.

"Creditor Security" means all present and future security which the Creditor has taken or may take in support of the Creditor Indebtedness.

"Creditor's Shares" means, collectively, any or all present and future Equity Securities of any class of the Company (or any entity into which the Company may amalgamate) held by the Creditor from time to time.

"Equity Securities" means, with respect to the Company, any and all present and future shares, capital stock, units, trust units, partnership, membership or other interests, participations or other equivalent rights in the Company's equity or capital, of any class, however designated and whether voting or non voting, and warrants, options or other rights to acquire any of the foregoing, and includes debt or other rights convertible into or exchangeable for any of the foregoing.

 Page 1 of 3

2. Postponement of Creditor Indebtedness. The Creditor hereby postpones the repayment of the Creditor Indebtedness, in full, to the prior repayment of the Bank Indebtedness. The Company and the Creditor hereby agree with the Bank that:

(a)	the Company will not repay, prepay or make any payment on account of or in connection with the Creditor Indebtedness or the Creditor's Shares;
(b)	the Creditor will not take any action to accelerate the maturity of the Creditor Indebtedness or exercise any remedies or take any action or proceeding to enforce the Creditor Indebtedness or the Creditor Security;
(c)	the Creditor will not file, or join with any other creditors of the Company in filing, any petition commencing any bankruptcy, insolvency, reorganization, arrangement or receivership proceeding or any assignment for the benefit of creditors against or in respect of the Company or any other marshalling of the assets and liabilities of the Company;
(d)	the Creditor will not accept any payment, whether principal, interest or otherwise on account of the Creditor Indebtedness or the Creditor's Shares and no satisfaction, consideration or security will be given to or accepted by the Creditor for any Creditor Indebtedness or any Creditor's Shares;
(e)	the Creditor will not issue any notice, or take any other action, steps or proceedings, to retract or to redeem the Creditor's Shares or to permit the purchase for cancellation of the Creditor's Shares;
(f)	the Company shall not issue to any person any of its Equity Securities having a retraction feature, or redeem or purchase for cancellation any of its Equity Securities, or make any payment on account of its capital represented by such Equity Securities;
(g)	the Company will give written notice to the Bank forthwith following its receipt of notice from the Creditor purporting to exercise any right of retraction, redemption, or purchase for cancellation in contravention of this Agreement;
(h)	the Company will not amend its articles to change the share attributes of its Equity Securities;
(i)	the Creditor will not make demand upon any guarantor of the Creditor Indebtedness or enforce any security held from such guarantor in connection therewith, where such guarantor has also granted a guarantee of the Bank Indebtedness or provided any security pursuant to such guarantee for the repayment of the Bank Indebtedness;

in each case, unless the prior written consent of the Bank has been obtained (which consent may be granted or withheld by the Bank in its sole and absolute discretion) or until such time as the Bank Indebtedness has been indefeasibly paid in full. Any payment on, or other consideration for, the Creditor Indebtedness that is received by the Creditor in violation of this Agreement will be held by the Creditor in trust for the benefit of, and shall forthwith be paid over to, the Bank. In no event shall the payment or distribution received by the Creditor be commingled with the other assets of the Creditor.

3. Postponement of Creditor Security. The Creditor hereby postpones and subordinates the Creditor Security in all respects to and in favour of the Bank Security, and acknowledges that the Bank Security ranks and will continue to rank in priority to the Creditor Security in respect of all of the property and assets of the Company covered by the Bank Security. The subordinations and postponements contained herein shall apply in all events and circumstances regardless of:

(a)	the date of execution, attachment, registration, perfection or re-perfection of any of the Bank Security or Creditor Security; or
(b)	the date of any advance or advances constituting Bank Indebtedness or Creditor Indebtedness made to the Company by the Bank or the Creditor; or
(c)	the date of default by the Company under any of the Bank Security or the Creditor Security or the dates of crystallization of any floating charges held by the Bank or the Creditor;
(d)	the date of the acquisition of any Creditor's Shares; or
(e)	any priority granted by any principle of law or any statute, including the Bank Act (Canada), or any personal property security or like statute.

Any insurance proceeds received by the Company, the Bank or the Creditor in respect of the assets of the Company charged by the Bank Security or the Creditor Security, shall be dealt with according to the preceding provisions hereof as though such insurance proceeds were paid or payable as proceeds of realization of the collateral for which they compensate, and all insurance proceeds received by the Company shall be held in trust by it for the benefit of the Bank and the Creditor, as the case may be, in accordance with the provisions hereof.

4. Assignment. The Creditor hereby assigns and transfers to the Bank by way of security for the Bank Indebtedness all Creditor Indebtedness.

5. Acknowledgement and Agreement of the Company and the Creditor. The Company hereby confirms to and agrees with the Bank and the Creditor that so long as the Company remains indebted to the Bank and the Creditor, it will stand possessed of its assets so charged for the Bank and the Creditor in accordance with their respective interests and priorities as herein set forth. The Creditor and the Company hereby confirm and agree that the terms of this Agreement will prevail over the terms of any other agreement between the Creditor and the Company regarding the Creditor Indebtedness until such time as the Bank Indebtedness has been indefeasibly paid in full.

 Page 2 of 3

6. Restriction on Transfer and Amendments. The Creditor will not, without the prior written consent of the Bank, sell, assign or otherwise transfer or dispose of, in whole or in part, voluntarily, involuntarily or by operation of law, all or any part of the Creditor Indebtedness or any interest therein, or the Creditor's Shares or any interest therein, to any other person or create, incur or suffer to exist any security interest, lien, charge or other encumbrance whatsoever upon all or any part of the Creditor Indebtedness, or the Creditor's Shares or any interest therein, in favour of any other person. In addition to the foregoing, the Creditor will not, without the prior written consent of the Bank, amend, modify, extend, accelerate, waive or otherwise change the terms of the Creditor Indebtedness or the Creditor's Shares or any part thereof or any Creditor Security held therefor.

7. Acknowledgement of No Set Off: The Company and the Creditor acknowledge that the Creditor Indebtedness is not the subject of nor will it hereafter without the consent of the Bank be made the subject of any set-off or counter-claim by the Company.

8. Bank Not Bound to Collect Creditor Indebtedness: The Creditor shall duly and promptly take such action as the Bank may reasonably request in its sole discretion to collect amounts in respect of the Creditor Indebtedness and to file appropriate claims, proofs of claim or other instruments of similar character in respect of the Creditor Indebtedness until such time as the Bank Indebtedness has been indefeasibly paid in full. The Bank shall be authorized (in its own name or in the name of the Creditor), but shall have no obligation to, demand payment of the Creditor Indebtedness or any part thereof or take any proceeding to collect any Creditor Indebtedness or to enforce any Creditor Security in respect thereof.

9. Bankruptcy of Company: In the event of the bankruptcy or winding up of the Company or any distribution of the assets or any of the assets of the Company or proceeds thereof among its creditors in any manner whatsoever, the Bank may prove in respect of the Creditor Indebtedness as a debt owing to it by the Company and the Bank shall be entitled to collect and receive any and all payments or distributions payable in respect thereof, such payments or distributions to be applied on such part or parts of the Bank Indebtedness as the Bank shall see fit until the whole of the Bank Indebtedness has been indefeasibly paid in full and thereafter the Creditor shall be entitled to such payments or distributions.

10. Amalgamation of Company or Creditor: In the event of the amalgamation or corporate reorganization of either the Company or the Creditor, this Agreement shall extend to and bind the amalgamated entity or successor entity arising from such amalgamation or corporate reorganization, and all references herein to the Company or the Creditor shall be modified accordingly to extend to and include the amalgamated entity or successor entity.

11. Further Assurances: The Company and the Creditor will, from time to time forthwith and at all times after the date of this Agreement, without further consideration, do such further acts and deliver such further instruments and documents, and take such further action, as the Bank may reasonably request for the purpose of obtaining or preserving the benefits of, and the rights and powers granted, or intended to be granted, by, this Agreement.

12. Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of the executors, administrators, successors and assigns of the respective parties hereto.

13. Acknowledgement: The Creditor acknowledges receipt of a fully executed copy of this Agreement and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement, financing change statement or verification statement in respect of any registered financing statement or financing change statement prepared, registered or issued in connection with this Agreement.

14. Entire Agreement: This Agreement constitutes the entire agreement between the Creditor, the Company and the Bank with respect to the subject matter hereof and supersedes all prior understandings and agreements, written and oral, between such parties with respect thereto.

15. Language (Québec only): The parties have agreed that this Agreement be drawn up in the English language and that the documents relating to it may be drawn up in the English language. They also confirm that a French version of this Agreement has been provided to them prior to its conclusion. Les parties ont convenu que la présente convention soit rédigée en anglais et que les documents s'y rattachant puissent être rédigés en anglais. Elles confirment aussi qu'une version française de la présente convention leur a été remise avant sa conclusion.

SIGNED, SEALED AND DELIVERED

		/s/ James A. Doris
Witness:		Creditor Name:
		Viking Energy Group, Inc.
		/s/ Tyler Van Dyke
		Company Name:
		T&T Power Group Inc.
		Company Name:
		/s/ Eric Bergeron
		The Toronto-Dominion Bank

Page 3 of 3

Appendix “A”

This Appendix “A” forms part of the Postponement and Assignment of Creditors Claim and Postponement of Security dated as of June 1, 2026, among The Toronto-Dominion Bank, as the Bank, Viking Energy Group, Inc., as the Creditor and T&T Power Group Inc. as the Company to which it is attached (the “Postponement and Assignment”). 

Except as expressly set out in this Appendix “A”, all terms that are defined in the Postponement and Assignment and used in this Appendix “A” shall have the meaning given to such terms in the Postponement and Assignment.  Without limiting the foregoing, the terms “Creditor”, “Company”, “Bank” and “Creditor’s Shares”, “Creditor Indebtedness” and “Bank Indebtedness” when used in this Appendix “A” have the meaning given to such terms in the Postponement and Assignment.

Notwithstanding the terms and provisions contained in the Postponement and Assignment to the contrary:

	1.	“Credit Agreement” means a credit agreement dated October 23, 2025 as amended by an amendment no. 1 to credit agreement dated November 6, 2025 and further amended by an amendment no. 2 to credit agreement dated June 1, 2026 between inter alia, the Company, as borrower and the Bank, as lender.
	2.	The Assignment and Postponement of Claim does not, and is not intended to, prevent or restrict the Creditor from exercising the right to obligate the Company (“Put Obligation”) to purchase shares owned by the Creditor in the capital of the Company in accordance with the terms and conditions of the Shareholders Agreement among the Company, the Creditor and Tyler Van Dyke dated as of June 1, 2026 (“Shareholders Agreement”) provided that:

	a.	no Event of Default (as defined in the Credit Agreement) has occurred and is continuing or would result from the exercise of the Put Obligation or the satisfaction thereof with compliance certificates evidencing compliance;
	b.	the Creditor has provided the Bank with not less than sixty (60) days’ prior written notice of its intention to exercise the Put Obligation;
	c.	the form of Shareholders Agreement provided to the Bank on the date of the Postponement and Assignment is not amended without the Bank’s prior written consent;
	d.	immediately prior to, and immediately after giving pro forma effect to, the satisfaction of the Put Obligation, (i) the Company shall be in compliance with all financial covenants under the Bank Indebtedness; and (ii) no Event of Default (as defined in the Credit Agreement) has occurred and is continuing or would result from the satisfaction of the Put Obligation;
	e.	nothing herein shall, or shall be deemed to, derogate from, or will act as a waiver of, the Company’s current and future obligations to the Bank under the Bank Indebtedness and/or Bank Security; and,
	f.	the Company shall not be entitled to provide or grant the Creditor a security interest in or to any of the Company’s property or assets in respect of, or in connection with, satisfaction of the Put Obligation.

and further provided that, as and from the effective time and date that the Put Obligation has been satisfied:

g.

if and to the extent the Company satisfies the Put Obligation by the issuance of debt by the Company and/or other consideration, to the Creditor any and all such debt or other consideration will be considered Creditor Indebtedness for the purpose of the Postponement and Assignment and shall be subject to all the terms and conditions of the Postponement and Assignment with respect to Creditor Indebtedness without exception.

with the effect and intent being that the exercise of the Put Obligation will not be restricted by the Postponement and Assignment (except as set out in this Section 2), however, as and from the effective time and date of exercise of the Put Obligation any debt issued by the Company to the Creditor to satisfy the Put Obligation is and will be postponed, subordinated and restricted in favour of the Bank in accordance with the terms of the Postponement and Assignment (except as set out in this Appendix “A”).

3.

The Company may pay, and the Creditor may collect regularly scheduled dividends, Monthly Payment Rights and other payments payable in respect of the Creditor’s Shares (“Share Distributions”) pursuant to the Shareholder Agreement provided that, and on the pre-condition that:

	a.	no Event of Default (as defined in the Credit Agreement) has occurred and is continuing or would result from the payment of such Share Distribution;
	b.	the Company is not currently in default of any obligation and/or covenant of the Company to the Bank under the Bank Indebtedness and/or Bank Security;
	c.	payment of the Share Distribution does not, and will not, cause the Company to fail to meet any current financial covenant of the Company to the Bank under the Bank Indebtedness and/or Bank Security or otherwise put the Company in default of any obligation and/or covenant to the Bank under the Bank Indebtedness and/or Bank Security;
	d.	immediately prior to, and immediately after giving pro forma effect to, the payment of such Share Distribution, the Company shall be in compliance with all financial covenants under the Bank Indebtedness ; and,
	e.	the aggregate amount of all Share Distributions paid to the Creditor in any twelve (12) month period shall not exceed $180,000 based on a payment of $15,000 per month without the Bank’s prior written consent.

4.

If the Company is, or will be, in default of any financial covenant, any obligation and/or other covenant to the Bank under the Bank Indebtedness and/or Bank Security, or if any of the foregoing conditions set out in Sections 2 or 3 (as applicable) are not satisfied, then the Company shall not be entitled to pay, and the Creditor shall not be entitled to collect, Share Distributions or satisfy the Put Obligations (as applicable), and the Share Distributions and Put Obligations (as applicable), together with the Creditor’s Shares, shall be postponed in accordance with the Assignment and Postponement as though this Appendix “A” does not exist and was never entered into.

The Bank reserves the rights at any time and from time to time to register any and all filings, records, registrations in respect of the Postponement and Assignment in all jurisdictions and under all registries as against the Company and/or the Creditor where the Bank considers it to be necessary or desirable to preserve, protect and/or perfect its rights and interest under the Postponement and Assignment.

This Appendix “A” may be signed in several counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument and notwithstanding the date of execution shall be deemed to be effective on the date set out above.

The delivery of copies of this Appendix “A” and/or of signature pages by facsimile transmission or pdf e-mail shall constitute effective execution of this Appendix “A” by the signatory and may be used in lieu of originals for all purposes. Signatures of the signatories transmitted by facsimile or pdf e-mail shall be deemed to be their original signatures for all purposes. 

(Signature page to this Appendix “A” immediately follows.)

T&T POWER GROUP INC.			VIKING ENERGY GROUP, INC.
Per:	/s/ Tyler Van Dyke		Per:	/s/ James A. Doris
Name:	Tyler Van Dyke		Name:	James A. Doris
Title:	President		Title:	President
I have the authority to bind the Corporation.			I have the authority to bind the Creditor.
			THE TORONTO-DOMINION BANK
			Per:	/s/ Eric Bergeron
			Name:	Eric Bergeron
			Title:	Senior Relationship Manager
			I have the authority to bind the Bank.