What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-30 compared with 2024-08-26 · 495 added, 359 removed, 957 unchanged (47% of the section changed)

1 unchanged sentence

CAMBER ENERGY, INC.

Consolidated Balance Sheets (Restated) (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited) (Restated)

September 30,

1 unchanged sentence

Accounts receivable, net

Inventory, net

Prepaids and other current assets

15 unchanged sentences

Customer deposits

Due to Parent

Undistributed revenues and royalties

Current portion of operating lease liability

Current portion of operating lease liabilities

Due to related parties

6 unchanged sentences

Notes payable - related parties - net of current portion

Operating lease liability, net of current portion

Operating lease liabilities, net of current portion

Contingent obligations

4 unchanged sentences

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of September 30, 2024 and December 31, 2023

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, 30 shares issued and outstanding as of September 30, 2023.

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, 30 shares issued and outstanding as of September 30, 2024 and December 31, 2023.

Liquidation preference of $ 1,033,950 .

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of September 30, 2023.

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of September 30, 2024 and December 31 2023.

Liquidation preference of nil.

Preferred stock Series H, $ 0.001 par value, 2,075 shares authorized, 275 and 475 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

Preferred stock Series H, $ 0.001 par value, 2,075 shares authorized, nil and 275 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 236,136,858 and 119,301,921 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Common stock to be issued on true-up of prior Series C Preferred stock conversions ( 43,574,679 shares to be issued)

Additional paid-in capital

3 unchanged sentences

( 140,350,893 )

Parent’s stockholders’ equity in Camber

Parent’s stockholders’ deficit in Camber

( 41,195,931 )

( 3,617,004 )

Non-controlling interest

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited consolidated financial statements.

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 32,611,416 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CAMBER ENERGY, INC.

Consolidated Statements of Operations (Restated) (Unaudited)

Condensed Consolidated Statements of Operations (Unaudited) (Restated)

Three months ended

19 unchanged sentences

Interest expense, net

( 1,702,638 )

Amortization of debt discount

Change in fair value of derivative liability

( 2,538,362 )

Change in fair value of derivative liability

( 5,986,536 )

Net loss on sale of oil and gas properties and fixed assets

( 18,573,289 )

( 5,803,791 )

Loss on disposal of oil and gas properties

Loss on extinguishment of debt

Goodwill impairment

( 34,860,411 )

Total other expense, net

24 unchanged sentences

Basic and Diluted

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CAMBER ENERGY, INC.

Consolidated Statements of Comprehensive Loss (Restated) (Unaudited)

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Restated)

Three months ended

12 unchanged sentences

( 10,664,188 )

Less comprehensive income (loss) attributable to non-controlling interest

Income (loss) attributable to non-controlling interest

Less comprehensive profit (loss) attributable to non-controlling interest

Profit (loss) attributable to non-controlling interest

( 1,220,148 )

Foreign currency translation adjustment attributable to non-controlling interest

Comprehensive income (loss) attributable to non-controlling interest

Comprehensive profit (loss) attributable to non-controlling interest

( 1,238,578 )

4 unchanged sentences

$ ( 10,645,823 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CAMBER ENERGY, INC.

Consolidated Statements of Cash Flows (Restated) (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited) (Restated)

Nine Months Ended

4 unchanged sentences

Adjustments to reconcile net loss to cash used in operating activities:

Goodwill impairment

Change in fair value of derivative liability

1 unchanged sentence

Depreciation, depletion and amortization

Amortization of operational right-of-use assets

Amortization of right-of-use assets

Accretion – asset retirement obligation

1 unchanged sentence

Loss on extinguishment of debt

Net loss on sale of oil and gas properties and fixed assets

Loss on disposal of oil and gas properties

Foreign currency translation adjustment

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable, net

( 1,219,447 )

Prepaids and other current assets

( 2,947,729 )

Accounts payable

( 4,723,140 )

Accrued expenses and other current liabilities

3 unchanged sentences

( 2,290,511 )

Operating lease liabilities

( 1,255,595 )

( 1,002,295 )

Undistributed revenues and royalties

4 unchanged sentences

Proceeds from sale of oil and gas properties

Investment in and acquisition of oil and gas properties

Proceeds from sale of fixed assets

Acquisition of fixed assets

Cash acquired on Merger

Collection of notes receivable

Net cash provided by investing activities

1 unchanged sentence

Repayment of long-term debt

( 8,477,664 )

Proceeds of long-term debt

Proceeds from (repayment of) non-interest-bearing advances from Camber

Proceeds from long-term debt

Repayment of non-interest-bearing advances from Parent

( 2,120,000 )

Advances from bank credit facility

Issuance of promissory notes

Net cash provided by (used in) financing activities

( 2,760,347 )

Effect of exchange rates on cash

Net increase (decrease) in cash

Proceeds from promissory notes, related parties, net

Net cash provided by financing activities

Net decrease in cash

( 1,806,750 )

4 unchanged sentences

Supplemental disclosure of Non-Cash Investing and Financing Activities:

Issuance of shares on conversion of debt

Amortization of right-of-use asset and lease liability

Issuance of shares for purchase of VIE interests

Issuance of preferred shares for purchase of VIE interest

Contingent obligation associated with acquisition of VIE interests

Issuance of warrants for services

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Issuance of shares on true-up of Series C Preferred Stock

Common stock to be issued related to prior conversions of Series C Preferred Stock

Issuance of common stock on conversion of debt

Issuance of common stock on conversion of accrued interest on debt

Addition of right-of-use asset and lease liability

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CAMBER ENERGY, INC.

Consolidated Statements of Changes in Stockholders ’ Equity (Restated) (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders ’ Equity (Unaudited) (Restated)

For the nine months ended September 30, 2024

3 unchanged sentences

Preferred Stock

Comprehensive

Noncontrolling

Other Comprehensive

Non-controlling

Stockholders'

Balances at December 31, 2023

2 unchanged sentences

$ ( 140,350,893 )

Common shares issued on exercise of warrants

Reverse merger adjustment

Common shares issued on true-up of Series C preferred stock

Common shares to be issued on true-up of Series C preferred stock

Common shares issued for services

Foreign currency translation adjustment

( 26,266,332 )

Common shares issued on conversion of debt

$ ( 26,618,215 )

Balances at March 31, 2024

$ 142,784,797

$ ( 245,534 )

$ ( 166,617,225 )

Common shares issued on true-up of Series C preferred stock

Common shares to be issued on true-up of Series C preferred stock

( 21,907,663 )

( 3,505,226 )

$ ( 3,505,226 )

Common shares issued on conversion of Series H preferred stock

Common shares issued on conversion of Series C preferred stock

Common shares issued on conversion of debt

Common shares issued on conversion of accrued interest

Foreign currency translation adjustment

( 3,123,882 )

$ ( 3,479,291 )

Balances at June 30, 2024

$ 150,172,784

$ ( 285,252 )

$ ( 169,741,107 )

Common shares issued on true-up of Series C preferred stock

Common shares to be issued on true-up of Series C preferred stock

( 36,103,638 )

( 5,776,582 )

$ ( 5,776,582 )

Foreign currency translation adjustment

5 unchanged sentences

$ ( 204,021,841 )

$ ( 32,611,416 )

For the nine months ended September 30, 2023

3 unchanged sentences

Preferred Stock

Comprehensive

Noncontrolling

Common Stock to be Issued

Other Comprehensive

Non-controlling

Stockholders'

Balances at December 31, 2022

2 unchanged sentences

$ ( 122,187,673 )

Rounding difference

Shares issued in acquisition of membership interest in Viking Ozone, LLC

Shares issued in acquisition of membership interest in Viking Sentinel, LLC

Shares issued in acquisition of membership interest in Viking Protection, LLC

Adjustment to acquisition of Simson-Maxwell

Warrants issued for services

Foreign currency translation adjustment

1 unchanged sentence

$ ( 1,632,327 )

Balances at March 31, 2023

$ 127,757,269

$ ( 363,131 )

$ ( 123,739,772 )

Shares issued on conversion of debt

Shares issues on exercise of warrants

Foreign currency translation adjustment

$ ( 1,276,012 )

Balances at June 30, 2023

$ 128,123,420

$ ( 315,570 )

$ ( 124,731,438 )

Reverse merger adjustment

( 4,428,916 )

$ ( 4,396,034 )

Shares issued on conversion of debt

Shares issued on conversion of Series H preferred stock

Shares issued on conversion of Series C preferred stock

Shares issued on true-up of Series C preferred stock

Foreign currency translation adjustment

( 8,175,563 )

$ ( 7,877,344 )

Balances at September 30, 2023

2 unchanged sentences

$ ( 132,907,001 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CAMBER ENERGY, INC.

Notes to Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Merger with Viking Energy Group, Inc.

14 unchanged sentences

Each outstanding option or warrant to purchase Viking Common Stock (a “Viking Option”), to the extent unvested, automatically became fully vested and was converted automatically into an option or warrant (an “Adjusted Option”) to purchase, on substantially the same terms and conditions as were applicable to such Viking Option, except that instead of being exercisable into Viking Common Stock, such Adjusted Option is exercisable into Camber Common Stock.

Each outstanding promissory note issued by Viking that is convertible into Viking Common Stock (a “Viking Convertible Note”) was converted into a promissory note convertible into Camber Common Stock (an “Adjusted Convertible Note”) having substantially the same terms and conditions as applied to the corresponding Viking Convertible Note (including, for the avoidance of doubt, any extended post-termination conversion period that applies following consummation of the Merger), except that instead of being convertible into Viking Common Stock, such Adjusted Convertible Note is convertible into Camber Common Stock.

Each outstanding promissory note issued by Viking that was convertible into Viking Common Stock (a “Viking Convertible Note”) was converted into a promissory note convertible into Camber Common Stock (an “Adjusted Convertible Note”) having substantially the same terms and conditions as applied to the corresponding Viking Convertible Note (including, for the avoidance of doubt, any extended post-termination conversion period that applies following consummation of the Merger), except that instead of being convertible into Viking Common Stock, such Adjusted Convertible Note is convertible into Camber Common Stock.

In connection with the Merger, Camber issued approximately 49,290,152 shares of Camber Common Stock, which represented approximately 59.99 % of the outstanding Camber Common Stock after giving effect to such issuance.

In addition, Camber reserved for issuance approximately 88,647,137 additional shares of Camber Common Stock in connection with the potential (1) conversion of the New Camber Series A Preferred Stock, (2) conversion of the New Camber Series H Preferred Stock, (3) exercise of the Adjusted Options and (4) conversion of the Adjusted Convertible Notes.

For accounting purposes, the Merger is deemed a reverse acquisition.

For accounting purposes, the Merger was deemed a reverse acquisition.

Consequently, Viking (the legal subsidiary) was treated as the acquiror of Camber (the legal parent).

Accordingly, these consolidated financial statements reflect the financial position, operating results, and cash flow of Viking up to the date of the Merger, and the combined financial position, operating results and cash flow of Viking and Camber from August 1, 2023 to September 30, 2023.

The prior year comparative financial information is that of Viking.

Doris continues to serve as President and Chief Executive Officer of the combined company, and the combined company continues to have its headquarters in Houston, Texas.

1 unchanged sentence

Camber is a growth-oriented diversified energy company.

Through Viking’s majority-owned subsidiaries we provide custom energy and power solutions to commercial and industrial clients in North America, and have a majority interest in:

Through our majority-owned subsidiaries we provide custom energy and power solutions to commercial and industrial clients in North America, and have a majority interest in:

(i) an entity with intellectual property rights to a fully developed, patented, proprietary Medical and Bio-Hazard Waste Treatment system using Ozone Technology;

and (ii) entities with the intellectual property rights to fully developed, patented and patent pending, proprietary Electric Transmission and Distribution Open Conductor Detection Systems.

Also through Viking, we hold a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

Viking’s other subsidiaries own interests in oil properties in the United States.

Also, we hold a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

Various of our other subsidiaries own interests in oil properties in the United States.

The Company is also exploring other renewable energy-related opportunities and/or technologies which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time.

43 unchanged sentences

11,286,832, for example, covers the invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that efficiently cools – and then reheats – exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation.

Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the adsorber that enables carbon dioxide to be safely contained and packaged.

Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the absorber that enables carbon dioxide to be safely contained and packaged.

The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties using, among other things, Simson-Maxwell’s existing distribution channels.

6 unchanged sentences

Open Conductor Detection Technologies:

In February 2022, Viking acquired a 51 % interest in two entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and Viking Protection Systems, LLC (“Viking Protection”), that own the intellectual property rights to patented (i.e.

utility patent 11,769,998 titled " Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring Devices’) and patent pending (i.e., US Applications 16/974,086, and 17/693,504), proprietary electric transmission and distribution open conductor detection systems.

The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

1 unchanged sentence

Oil and Gas Properties:

Existing Assets:

Through Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC (collectively, the “Mid-Con Entities”), wholly owned subsidiaries of Viking, the Company owns working interests in oil fields in Kansas, which include a combination of producing wells, non-producing wells and water injection wells.

Divestitures in 2024:

On July 8, 2022, four of the wholly owned subsidiaries of Petrodome Energy, LLC (“Petrodome”), a wholly owned subsidiary of the Company, entered into Purchase and Sale Agreements to sell all of their interests in the oil and gas assets owned by those Petrodome subsidiaries, including in the aggregate, interests in 8 producing wells, 8 shut-in wells, 2 saltwater disposal wells and 1 inactive well, to third parties for $ 3,590,000 in cash.

The proceeds from the sale were used to fully repay Petrodome’s indebtedness to CrossFirst Bank under the June 13, 2018 revolving line of credit loan.

This transaction resulted in the disposition of most of the Company’s total oil and gas reserves (see Note 6).

The Company recorded a loss on the transaction in the amount of $ 8,961,705 , as follows:

Proceeds from sale

On February 1, 2024, the Company sold its working interest in oil and gas properties producing from the Cline and Wolfberry formations in Texas for gross proceeds of $ 205,000 .

The Company recorded a net loss on this transaction, as follows:

Proceeds from sale (net of transaction costs)

Reduction in oil and gas full cost pool (based on % of reserves disposed)

3 unchanged sentences

$ ( 755,506 )

Additionally, in July 2022, the Company received an unanticipated refund of a $ 1,200,000 performance bond as a result of Petrodome ceasing to operate certain assets in the State of Louisiana.

The gain from this refund was included in the “loss from the sale of oil and gas properties and fixed assets’ in the Consolidated Statement of Operations.

Divestitures in 2023:

On November 5, 2023, Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC, wholly-owned subsidiaries of Viking, sold 100 % of their interest in oil and gas assets in Kansas, consisting of 168 producing wells, 90 injector wells and 34 non-producing wells, for gross proceeds of $ 515,000 .

On December 1, 2023, a subsidiary of Petrodome Energy, LLC (“Petrodome”), a wholly-owned subsidiary of Viking, sold its non-operated working interest in a producing oil well in Texas for proceeds of $ 250,000 .

The Company recorded a net gain on these two transactions during the fourth quarter of 2023 as follows:

Proceeds from sales (net of transaction costs)

Reduction in oil and gas full cost pool (based on % of reserves disposed)

( 1,049,229 )

ARO recovered

Cash bond recoverable (net of fees)

Gain on disposal

Following these transactions, Petrodome ceased to be the operator of any oil and gas properties and applied for the refund of a cash performance bond of $ 50,000 .

The refund, net of fees, is included in prepaids and other current assets at December 31, 2023 and was included in the determination of the gain on disposal.

As of September 30, 2024, the Company did not hold any interest in producing oil and gas properties.

Going Concern

The Company’s consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company’s condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company generated a net loss of $( 64,891,096 ) for the nine months ended September 30, 2024, as compared to a net loss of $( 10,785,683 ) for the nine months ended September 30, 2023.

The loss for the nine months ended September 30, 2024, was comprised of, among other things, certain non-cash items, including:

(i) change in fair value of derivative liability of $ 5,803,791 ;

(ii) loss on extinguishment of debt of $ 605,507 ;

(i) goodwill impairment of $ 34,860,411 ;

(ii) change in fair value of derivative liability of $ 18,573,289 ;

(iii) amortization of debt discount of $ 2,538,362 ;

(iv) depreciation, depletion and amortization of $ 698,061 ;

and (v) accretion of asset retirement obligation of $ 67,599 .

As of September 30, 2023, the Company had a stockholders’ equity of $ 11,079,118 , long-term debt of $ 38,849,855 and a working capital deficiency of $ 9,451,778 .

The largest components of current liabilities creating this working capital deficiency is drawings by Simson-Maxwell against its bank credit facility of $ 4,324,791 , accrued interest on notes payable to Discover of $ 4,594,469 and a derivative liability of $ 3,319,210 .

(iv) loss on extinguishment of debt of $ 811,132 ;

(v) loss on disposal of oil and gas properties of $ 755,506 ;

and (vi) depreciation, depletion and amortization of $ 596,427 .

As of September 30, 2024, the Company had stockholders’ deficit of $( 32,611,416 ), long-term debt, net of current, of $ 39,673,475 and a working capital deficiency of $( 15,169,972 ).

The largest components of current liabilities creating this working capital deficiency are accrued interest on notes payable to Discover Growth Fund, LLC (“Discover”) of $ 6,194,664 and drawings by Simson-Maxwell against its bank credit facility of $ 4,193,122 .

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

2 unchanged sentences

however, there is no assurance of additional funding being available.

These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

These condensed consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

Summary of Significant Accounting Policies

Recently issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements.

ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss.

This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition;

(ii) requires that all annual disclosures are provided in the interim periods;

(iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported;

(iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources;

(v) requires that an entity with a single segment provide all new required disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application.

Early adoption is permitted.

The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows.

The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter.

In June 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-05, Business Combinations (ASC Topic 805):

Joint Venture Formations, which provides guidance on accounting for joint ventures established through new entities.

The update mandates the application of the acquisition method of accounting for such transactions, requiring parties to recognize and measure identifiable assets and liabilities based on fair values at the acquisition date and establishes a measurement period for adjustments.

The amendments in this Update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

ASU 2023-05 will be effective for non-public entities for annual periods beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the implications of this update on its accounting practices for joint ventures and expects it will enhance consistency and transparency in financial reporting, without a material impact on its financial position or results of operations.

a) Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Camber’s latest Annual Report filed with the SEC on Form 10-K.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein.

1 unchanged sentence

b) Basis of Consolidation

The consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly owned subsidiaries, Viking Energy Group, Inc.

(“Viking”), Camber Permian LLC, CE Operating LLC and CE Operating LLC, the wholly owned subsidiaries of Viking (Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, Mid-Con Development, LLC, and Petrodome Energy, LLC.), and Simson-Maxwell (a majority owned subsidiary of Viking).

The condensed consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly-owned subsidiaries, Viking Energy Group, Inc., Camber Permian LLC and CE Operating LLC, the wholly-owned subsidiaries of Viking (Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, Mid-Con Development, LLC, and Petrodome Energy, LLC.), and Simson-Maxwell (a majority-owned subsidiary of Viking).

In January 2022, Viking acquired a 51% ownership interest in Viking Ozone, and in February 2022, Viking acquired a 51% ownership interest in both Viking Sentinel and Viking Protection.

9 unchanged sentences

Gains and losses from foreign currency transactions have been insignificant.

d) Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with U.S.

d) Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

The preparation of condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities.

7 unchanged sentences

ASC Topic 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measurement.

The carrying amounts reported in the consolidated balance sheets for deposits, accrued expenses and other current liabilities, accounts payable, derivative liabilities, amount due to director, and convertible notes each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The carrying amounts reported in the condensed consolidated balance sheets for deposits, accrued expenses and other current liabilities, accounts payable, derivative liabilities, amount due to director, and convertible notes each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

3 unchanged sentences

As of September 30, 2024, the significant inputs to the Company’s derivative liability relative to the Company’s Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) were Level 3 inputs.

Assets and liabilities measured at fair value as of and for the nine months ended September 30, 2023 are classified below based on the three fair value hierarchy described above:

Assets and liabilities measured at fair value as of and for the nine months ended September 30, 2024 are classified below based on the fair value hierarchy described above:

Identical Assets

Significant Unobservable

Total Gains (Losses) (nine months ended Sept.

Total Gains (Losses) (nine months ended September 30, 2024)

Financial liabilities:

1 unchanged sentence

$ ( 18,573,289 )

Derivative liability – Convertible Debt

( 1,766,648 )

$ ( 5,803,791 )

f) Cash and Cash Equivalents

4 unchanged sentences

Accounts receivable for the Company’s oil and gas operations consist of purchaser receivables and joint interest billing receivables.

The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts.

During the three months ended March 31, 2022, the Company determined that the collectability of certain accounts receivable balances associated with the disposals of Ichor Energy, LLC, and Elysium Energy, LLC were not collectable and a reserve of $1,800,000 was recorded.

These amounts were written off during the year ended December 31, 2022.

At September 30, 2023 and December 31, 2022, the Company has not recorded an allowance for doubtful accounts related to oil and gas.

The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected credit losses.

In establishing the required allowance, if any, management considers significant factors such as historical losses, current receivables ageing, the debtors’ current ability to pay its obligation to the Company and existing industry and economic data.

At September 30, 2024 and December 31, 2023, the Company has not recorded an allowance for credit losses related to oil and gas.

The Company extends credit to its power generation customers in the normal course of business.

1 unchanged sentence

Payment terms are generally 30 days.

The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts.

On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions.

At September 30, 2023 and December 31, 2022, the Company had a reserve for doubtful accounts on power generation accounts receivable of $ 19,330 and $ 19,393 , respectively.

The Company carries its trade accounts receivable at invoice amount less an allowance for expected credit losses.

On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for expected credit losses based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions.

At September 30, 2024 and December 31, 2023, the Company had a reserve for expected credit losses on power generation accounts receivable of $ 31,444 and $ 36,678 , respectively.

The Company does not accrue interest on past due accounts receivable.

8 unchanged sentences

( 1,224,931 )

i) Oil and Gas Properties

The Company uses the full cost method of accounting for its investment in oil and natural gas properties.

Under this method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized.

General and administrative costs related to production and general overhead are expensed as incurred.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves.

Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations.

Unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs.

If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from operations before income taxes.

j) Limitation on Capitalized Costs

Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test).

If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense.

The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling.

The Ceiling is defined as the sum of:

the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

the cost of properties not being amortized;

the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of

the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

k) Oil and Gas Reserves

Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure.

Estimates by different engineers often vary, sometimes significantly.

In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates.

Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

l) Accounting for Leases

i) Accounting for Leases

The Company uses the right-of-use (“ROU”) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date.

9 unchanged sentences

In addition, the Company elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less.

m) Business Combinations

j) Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values.

5 unchanged sentences

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

n) Intangible Assets

Intangible assets include amounts related to the Company’s license agreement with ESG Clean Energy, LLC, and its investments in Viking Ozone, LLC, Viking Protection Systems, LLC and Viking Sentinel, LLC.

Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination.

Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test.

The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units.

The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units.

This quantitative test requires various judgments and estimates.

The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit.

l) Intangible Assets

Intangible assets include amounts related to the Company’s license agreement with ESG Clean Energy, LLC, and patents and intellectual property owned by Viking Ozone, Viking Protection and Viking Sentinel.

Additionally, as part of the acquisition of Simson-Maxwell, Viking identified intangible assets consisting of Simson-Maxwell’s customer relationships and its brand.

These intangible assets are described in detail in Note 8.

The intangible assets related to the ESG Clean Energy license and the Simson-Maxwell customer relationships are being amortized on a straight-line basis over 16 years (the remaining life of the related patents) and 10 years, respectively.

3 unchanged sentences

If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value.

o) Income (Loss) per Share

m) Income (Loss) per Share

Basic and diluted income (loss) per share calculations are calculated on the basis of the weighted average number of shares of the Company’s common stock outstanding during the year.

4 unchanged sentences

For the nine months ended September 30, 2024 and 2023, there were approximately 2,669,508 and 15,092,983 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

p) Revenue Recognition

Oil and Gas Revenues

Sales of crude oil, natural gas, and natural gas liquids (“NGLs”) are included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts.

Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract.

Each barrel of oil, million BTU (“MMBtu”) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated.

Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer.

The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to:

whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to payment, and transfer of legal title.

In each case, the time between delivery and when payments are due is not significant.

The following table disaggregates the Company’s oil and gas revenue by source for the three and nine months ended September 30, 2023 and 2022:

Three months ended

Nine months ended

September 30,

Natural gas and natural gas liquids

Well operations

n) Revenue Recognition

Power Generation Revenues

7 unchanged sentences

The contracts generally require customers to submit non-refundable progress payments for measurable milestones delineated in the contract.

The Company considers the completed unit or units to be a single performance obligation for purposes of revenue recognition and recognizes revenue when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

The Company considers a completed unit to be a performance obligation for purposes of revenue recognition and recognizes revenue when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

Commissioning of the unit is considered to be a separate performance obligation for which revenue is recognized when commissioning is completed.

Sales, use, value add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue.

Progress payments are recognized as contract liabilities until the completed unit is delivered.

Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of the units, which is generally the price stated in the contract.

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for the transfer of the unit and the commissioning of the unit, which is generally the price stated in the contract.

The Company does not allow returns because of the customized nature of the units and does not offer discounts, rebates, or other promotional incentives or allowances to customers.

6 unchanged sentences

For each contract, the Company considers the commitment to transfer products, each of which is distinct, to be the identified performance obligations.

Revenue is measured as the amount of consideration the Company expects to be entitled in exchange for the transfer of product, which is generally the price stated in the contract specific for each item sold, adjusted for the value of expected returns.

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for the transfer of product, which is generally the price stated in the contract specific for each item sold, adjusted for the value of expected returns.

Sales, use, value add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue.

15 unchanged sentences

Service and repairs

q) Income Taxes

Oil and Gas Revenues

Sales of crude oil, natural gas, and natural gas liquids (“NGLs”) have been included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts.

Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract.

Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer.

o) Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.

6 unchanged sentences

The valuation allowance is then adjusted accordingly.

r) Stock-Based Compensation

p) Stock-Based Compensation

The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs.

2 unchanged sentences

The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

The fair value of stock options and warrants is determined at the date of grant using the Black-Scholes option pricing model.

The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield.

2 unchanged sentences

The risk-free rate is based on the U.S.

Treasury yield curve in relation to the contractual life of stock-based compensation instrument.

Treasury yield curve in relation to the contractual life of the stock-based compensation instrument.

The dividend yield assumption is based on historical patterns and future expectations for the Company dividends.

s) Impairment of Long-lived Assets

q) Impairment of Long-lived Assets

The Company, at least annually, is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.

5 unchanged sentences

The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary.

There is no impairment of long-lived assets during the nine months ended September 30, 2023 and 2022.

t) Accounting for Asset Retirement Obligations

Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws.

r) Accounting for Asset Retirement Obligations

Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate oil and gas properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws.

The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation.

4 unchanged sentences

Asset retirement obligation – beginning

ARO recovered on sale of assets

ARO recovered on disposal of oil and gas properties

ARO acquired on the Merger

1 unchanged sentence

Asset retirement obligation – ending

u) Derivative Liabilities

s) Derivative Liabilities

Convertible Preferred Shares

9 unchanged sentences

At the conversion date, the number of shares due for the Conversion Premium is estimated based on the previous 30-day VWAP (or 60 trading days if there is a Triggering Event).

If the VWAP calculation for the portion of the Measurement Period following the date of conversion is lower than the VWAP for the portion of the Measurement Period prior to the date of conversion, the holder will be issued additional shares of common stock, referred to as True-Up shares.

If the VWAP calculation is higher, no True-Up shares are issued.

6 unchanged sentences

The Company has determined that the fair value of the embedded derivative is negligible due to the restrictions on conversion.

Capitalized terms used but not defined herein with respect to the Series C Preferred Stock or the Series G Preferred Stock have the meaning assigned to them in the Fifth Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock filed by the Company with the Secretary of State of Nevada on November 8, 2021, as amended on October 28, 2022 (as amended, the “Series C COD”) or the Certificate of Designations of Preferences, Powers, Rights and Limitations of Series G Redeemable Convertible Preferred Stock filed by the Company with the Secretary of State of Nevada on December 30, 2021 (the “Series G COD”), as applicable.

Capitalized terms used but not defined herein with respect to the Series C Preferred Stock or the Series G Preferred Stock have the meaning assigned to them in the Fifth Amended and Restated Certificate of Designations of Preferences, Powers, Rights and Limitations of Series C Redeemable Convertible Preferred Stock filed by the Company with the Secretary of State of Nevada on November 8, 2021, as amended on October 28, 2022 and again on February 21, 2024 (as amended, the “Series C COD”) or the Certificate of Designations of Preferences, Powers, Rights and Limitations of Series G Redeemable Convertible Preferred Stock filed by the Company with the Secretary of State of Nevada on December 30, 2021 (the “Series G COD”), as applicable.

Convertible Debt

8 unchanged sentences

Instruments with later inception dates for which no shares remain to be allocated are reclassified to asset or liability.

v) Undistributed Revenues and Royalties

t) Undistributed Revenues and Royalties

The Company records a liability for cash collected from oil and gas sales that have not been distributed.

The amounts are distributed in accordance with the working interests of the respective owners.

w) Subsequent events

The Company has evaluated all subsequent events from September 30, 2023 through November 14, 2023 the filing date of the Original Report (see Note 17).

u) Subsequent events

The Company has evaluated all subsequent events from September 30, 2024 through April 28, 2025 (see Note 17).

Restatement of Previously Issued Financial Statements

As discussed in Note 6, the Merger was deemed to be a reverse merger for accounting purposes.

As a result, the Company previously valued Camber’s investment in the common stock it held in Viking at the Merger date at book value as the Company believed it could not write up the value of its own shares as part of the transaction.

This book value investment was then eliminated upon consolidation.

The Company has concluded that this investment should rather be recorded at fair value at the Merger date.

This investment is accordingly then treated as an acquisition of stock and classified as a reduction of stockholders’ equity.

The Company has restated its consolidated financial statements for the periods subsequent to the Merger to reflect this change.

The restatement results in a reduction in goodwill arising from the merger and a corresponding reduction in Stockholders’ Equity in the consolidated balance sheet.

For the three and nine months ended September 30, 2023, the restatement reduces the net loss and net loss per share on the consolidated statement of operations as there is no longer the goodwill impairment charge previously recognized at September 30, 2023.

The restatement is a non-cash adjustment and does not impact the cash flows of the Company.

The table below sets forth the changes to the consolidated balance sheet as of September 30, 2023:

As Previously Reported

During the process of preparing the consolidated financial statements as of and for the twelve months ended December 31, 2024, the Company became aware that beginning in March 2024, Simson-Maxwell, its 60.5% majority owned subsidiary, had improperly modified how it applied the Company’s accounting policy for revenue recognition.

Specifically, Simson-Maxwell concluded that a customer contract to deliver a power generation unit included multiple performance obligations, rather than a single one, and began to recognize revenue upon the completion of each of these obligations.

Upon further evaluation, the Company concluded that the contract milestones, which had been identified by Simson-Maxwell as performance obligations, did not meet the requirements outlined in ASC 606 – Revenue from Contracts with Customers, and that no revenue (and related costs) should have been recognized related to these milestones.

Further, the Company identified that, during the three month period ended June 30, 2024, Simson-Maxwell erroneously failed to record the cost of sale associated with one of the aforementioned revenue entries.

The restatement results in (i) a reduction in power generation unit sales revenues and cost of goods sold, and a higher net loss for the three and nine month periods, and (ii) an increase in the balances of inventory and customer deposit at September 30, 2024.

The restatement does not impact the cash flows of the Company.

The table below sets forth the changes to the condensed consolidated balance sheet as of September 30, 2024:

As Previously

Current assets:

Inventory, net

Other current assets

Total current assets

Total oil and gas properties, net

Fixed assets, net

Right of use assets, net

ESG Clean Energy license, net

Other intangibles - Simson Maxwell, net

Other intangibles - Variable Interest Entities

( 18,110,074 )

34,860,411 (1)(2)

Due from related parties

Deposits and other assets

( 18,110,074 )

LIABILITIES AND STOCKHOLDERS’ EQUITY

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Customer deposits

Other current liabilities

Total current liabilities

Total non-current liabilities

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY

Preferred stock Series A

Preferred stock Series C

Preferred stock Series G

Preferred stock Series H

Additional paid-in capital

( 32,596,819 )

134,072,578 (1)

STOCKHOLDERS’ EQUITY (DEFICIT)

Share capital and additional paid-in capital

Accumulated other comprehensive loss

2 unchanged sentences

( 204,021,841 )

Parent’s stockholders’ equity in Camber

Parent’s stockholders’ equity (deficit) in Camber

( 40,621,246 )

( 41,195,931 )

Non-controlling interest

TOTAL STOCKHOLDERS’ EQUITY

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 31,662,829 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

( 32,611,416 )

Reduction of goodwill and additional paid-in capital due to change in valuation of Camber's equity investment in Viking at merger date to fair value

Reversal of goodwill impairment charge.

The table below sets forth the changes to the consolidated statement of operations for the three and nine months ended September 30, 2023:

Three months ended September 30, 2023

Nine months ended September 30, 2023

As Previously Reported

Operating expenses

Loss from operations

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

The table below sets for the changes to the condensed consolidated statement of operations and condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2024.

Three months ended

September 30, 2024

Nine months ended

September 30, 2024

Power generation units and parts

$ ( 181,287 )

$ ( 2,195,750 )

Other income (expense)

Interest expense, net

Amortization of debt discount

Change in fair value of derivative liability

Service and repairs

Total revenue

( 2,195,750 )

Operating expenses

Cost of goods sold

( 1,249,163 )

Other operating expenses

Total operating expenses

( 1,249,163 )

Loss from operations

( 1,869,520 )

Loss on extinguishment of debt

Goodwill impairment

( 1,891,429 )

( 5,390,751 )

( 6,337,338 )

Total other expense, net

13 unchanged sentences

( 64,891,096 )

Net income (loss) attributable to non-controlling interest

Net loss attributable to non-controlling interest

( 1,220,148 )

Net loss attributable to Camber Energy, Inc.

3 unchanged sentences

$ ( 572,685 )

Loss per share of common stock

Basic and Diluted

Weighted average number of shares of common stock outstanding

Basic and Diluted

Reversal of goodwill impairment charge.

The table below sets forth the changes to the consolidated statement of cash flows for the nine months ended September 30, 2023:

$ ( 63,670,948 )

Loss per common share, basic and diluted

Weighted average number of common shares outstanding, basic and diluted

Three months ended

September 30, 2024

Nine months ended

September 30, 2024

As Previously Reported

$ ( 34,771,681 )

$ ( 34,793,590 )

$ ( 63,944,509 )

$ ( 946,587 )

$ ( 64,891,096 )

Foreign currency translation adjustment

Total comprehensive loss

( 34,773,151 )

( 34,803,810 )

( 63,989,167 )

( 64,937,754 )

Less comprehensive loss attributable to non-controlling interest

Loss attributable to non-controlling interest

( 1,220,148 )

Foreign currency translation adjustment attributable to non-controlling interest

Comprehensive loss attributable to non-controlling interest

( 1,238,578 )

Comprehensive loss attributable to Camber Energy, Inc.

$ ( 34,268,368 )

$ ( 34,286,917 )

$ ( 63,125,281 )

$ ( 573,895 )

$ ( 63,699,176 )

The table below sets for the changes to the condensed consolidated statement of cash flows for the nine months ended September 30, 2024.

Nine months ended

September 30, 2024

As Previously

Cash flows from operating activities:

1 unchanged sentence

$ ( 946,587 )

Adjustments to reconcile net loss to cash used in operating activities:

Change in fair value of derivative liability

Depreciation, depletion and amortization

Amortization of operational right-of-use assets

Accretion – asset retirement obligation

Amortization of debt discount

Loss on extinguishment of debt

Goodwill impairment

$ ( 64,891,096 )

Adjustments to reconcile net loss to cash used in operating activities:

Foreign currency translation adjustment

Changes in operating assets and liabilities:

Accounts receivable

( 1,233,933 )

( 1,219,447 )

Prepaids and other current assets

Accounts payable

Accrued expenses and other current liabilities

Due to related parties

Customer deposits

( 1,632,651 )

( 2,290,511 )

Undistributed revenues and royalties

Net cash used in operating activities

2 unchanged sentences

Net cash provided by investing activities

Net cash provided by (used in) financing activities

Effect of exchange rates on cash

Net increase (decrease) in cash

( 1,806,750 )

Net cash provided by financing activities

Net decrease in cash

Cash, beginning of period

Cash, end of period

Reversal of goodwill impairment charge.

The table below sets forth the changes to the consolidated statement of changes in Stockholders’ Equity for the nine months ended September 30, 2023:

Additional Paid In Capital

The table below sets forth the changes to the condensed consolidated statement of changes in Stockholders’ Equity for the nine months ended September 30, 2024:

Accumulated Other Comprehensive (Loss)

(Accumulated Deficit)

As Previously Reported

Non-Controlling Interest

Balances at December 31, 2023

1 unchanged sentence

$ ( 248,814 )

Common shares issued on exercise of warrants

Reverse merger adjustment

$ ( 140,350,893 )

Common shares issued on conversion of debt

Common shares issued on conversion of Series H preferred stock

Common shares issued on conversion of Series C preferred stock

Common shares issued on true-up of Series C preferred stock

Foreign currency translation adjustment

1 unchanged sentence

( 26,266,332 )

Balances at March 31, 2024

$ ( 246,675 )

$ ( 245,534 )

$ ( 166,455,904 )

$ ( 161,321 )

$ ( 166,617,225 )

$ ( 105,326 )

Foreign currency translation adjustment

( 2,725,773 )

( 3,123,882 )

Balances at June 30, 2024

$ ( 292,002 )

$ ( 285,252 )

$ ( 169,181,677 )

$ ( 559,430 )

$ ( 169,741,107 )

$ ( 365,248 )

Foreign currency translation adjustment

$ ( 34,267,479 )

( 34,280,734 )

Balances at September 30, 2024

2 unchanged sentences

$ ( 203,449,156 )

Reduction of goodwill and additional paid-in capital due to change in valuation of Camber's equity investment in Viking at merger date to fair value.

Reversal of goodwill impairment charge.

$ ( 572,685 )

$ ( 204,021,841 )

$ ( 373,902 )

Merger of Camber Energy, Inc.

and Viking Energy Group, Inc.

As discussed in Note 1, the Merger has been accounted for as a reverse acquisition with Viking treated as the acquiror of Camber for financial accounting purposes.

As discussed in Note 1, the Merger was accounted for as a reverse acquisition with Viking treated as the acquiror of Camber for financial accounting purposes.

The transaction consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition.

20 unchanged sentences

Total Net Assets Acquired and Liabilities Assumed

The Company performs quarterly qualitative assessments of possible indicators of goodwill impairment;

no indicators were identified during the first two quarters of 2024.

However, during the three months ended September 30, 2024, the market price of the Company’s common stock declined significantly and its common stock was delisted from a national stock exchange.

The Company concluded that these factors were an indicator of goodwill impairment and therefore performed a quantitative assessment of the goodwill arising from the Merger.

The assessment used a combination of market prices and discounted cash flows to determine the fair value of the Company.

Based upon this assessment, the Company recorded a goodwill impairment charge of $34,860,411, representing an impairment of the entire goodwill balance, in the accompanying condensed consolidated statement of operations for the three months ended September 30, 2024.

Oil and Gas Properties

3 unchanged sentences

United States cost center

Accumulated depreciation, depletion and amortization

$ ( 1,127,950 )

( 2,937,743 )

Accumulated depreciation, depletion and amortization

Proved developed producing oil and gas properties, net

$ ( 1,083,576 )

Undeveloped and non-producing oil and gas properties

3 unchanged sentences

Total Oil and Gas Properties, Net

During the three months ended September 30, 2023, the Company recorded an addition to oil and gas properties of $ 1,475,000 related to the merger with Camber (see Note 6).

$ ( 1,083,576 )

During the nine months ended September 30, 2024, the Company disposed of its working interests in its producing oil and gas properties (see Note 2).

Intangible Assets

11 unchanged sentences

Year nine and after

The Company’s management believes that the Trigger Date could occur as early as the first quarter of 2024 but there is no assurance that it will occur at that or any time.

The Company’s management believes that the Trigger Date could occur as early as the third quarter of 2025 but there is no assurance that it will occur at that or any time.

If the continuing royalty percentage is adjusted jointly by the parties downward from the maximum of 15 %, then the minimum continuing royalty payments for any given year from the Trigger Date shall also be adjusted downward proportionally.

11 unchanged sentences

The Company did not record any impairment for the nine-month period ended September 30, 2024.

For the year ended December 31, 2022 the Company recorded an impairment charge of $ 83,865 and $ 367,907 , respectively, related to these assets.

For the year ended December 31, 2023, the Company recorded an impairment charge of $ 311,837 related to the Simson-Maxwell Brand and $ 357,873 related to Customer Relationships, driven by lower actual and forecast revenue growth as compared to the date of acquisition.

The Other intangibles – Simson-Maxwell consisted of the following at September 30, 2024 and December 31, 2023:

3 unchanged sentences

Impairment of intangible assets

( 1,121,482 )

Accumulated amortization

14 unchanged sentences

Purchase Price Allocation:

Intangible asset - IP

Intangible asset – Patents and Intellectual Property

Non-controlling interest

12 unchanged sentences

Purchase Price Allocation:

Intangible asset - IP

Intangible asset – Patents and Intellectual Property

Non-controlling interest

Camber ownership interest

On February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units (the “Units”), representing a 51 % ownership interest in Viking Protection Systems, LLC (“Viking Protection”), from Jedda Holdings LLC (“Jedda”).

In consideration for the Units, Viking agreed to issue to Jedda, shares of a new class of Convertible Preferred Stock of Viking with a face value of $ 10,000 per share (the “Viking Series E Preferred Stock”), or pay cash to Jedda, if applicable, as follows:

5 unchanged sentences

Upon the sale of 20k units

$ 100,000,000

Upon the sale of 30k units

$ 150,000,000

Upon the sale of 50k units

$ 250,000,000

Upon the sale of 100k units

$ 500,000,000

$ 1.06 (avg.)

$ 500,000,000

The $ 5 million due on closing was payable solely in stock of Viking.

15 unchanged sentences

Purchase Price Allocation:

Intangible asset - IP

Intangible asset – Patents and Intellectual Property

Non-controlling interest

8 unchanged sentences

The Company has determined that it is the primary beneficiary of three VIEs, Viking Ozone, Viking Sentinel and Viking Protection, and consolidates the financial results of these entities, as follows:

Intangible asset - IP

Intangible asset - Patents and Intellectual Property

Non-controlling interest

9 unchanged sentences

was $ 810,000 and $ 630,000 , respectively, and is included in accounts payable.

During the nine months ended September 30, 2024, the Company’s CEO and Director, James Doris, advanced $ 190,830 to Viking Ozone Technology, LLC related to the manufacture of a medical waste unit.

This advance is non-interest bearing with no fixed repayment terms and is included in “Due to related parties”.

The Company’s CFO, John McVicar, renders professional services to the Company through 1508586 Alberta Ltd., an affiliate of Mr.

During the nine months ended September 30, 2024 and 2023, the Company paid or accrued $ 270,000 and $ 190,000 , respectively, in fees to 1508586 Alberta Ltd.

The Company’s previous CFO, Frank W.

Barker, Jr., rendered professional services to the Company through FWB Consulting, Inc.

an affiliate of Mr.

During the nine months ended September 30, 2023 and 2022, the Company paid or accrued $ 20,000 and $ 130,000 , respectively, in fees to FWB Consulting, Inc.

Due to Parent

In 2021 and 2022, prior to the Merger of Camber and Viking, Camber made various cash advances to the Viking.

The advances were non-interest bearing and stipulated no repayment terms or restrictions.

These balances have been eliminated upon consolidation at September 30, 2023.

As of December 31, 2022, the amount due to Camber from Viking was $ 6,572,300 .

Simson-Maxwell

26 unchanged sentences

Notes payable - related parties, net of current portion

On June 1, 2023, Simson-Maxwell issued $ 336,410 in promissory notes to related parties.

The notes bear interest at 12 % per annum, payable monthly, and mature on June 1, 2024 .

Noncontrolling Interests

1 unchanged sentence

Noncontrolling interest - January 1, 2024

Net gain (loss) attributable to noncontrolling interest

Net loss attributable to noncontrolling interest

( 1,091,367 )

Noncontrolling interest – September 30, 2024

1 unchanged sentence

Noncontrolling interest - January 1, 2024

Net gain (loss) attributable to noncontrolling interest

Net loss attributable to noncontrolling interest

Noncontrolling interest – September 30, 2024

3 unchanged sentences

Long-term debt:

Note payable to Discover Growth Fund, pursuant to a Secured Promissory Note dated December 24, 2021 and funded on January 3, 2022 in the original amount of $26,315,789 with interest and principal due at maturity on January 1, 2027.

Note payable to Discover, pursuant to a Secured Promissory Note dated December 24, 2021 and funded on January 3, 2022 in the original amount of $26,315,789 with interest and principal due at maturity on January 1, 2027.

The note bears interest at a rate equal to the Wall Street Journal Prime Rate (3.25%) as of the effective date and is secured by lien on substantially all of the Company’s assets.

The balance shown is net of unamortized debt discount of $10,525,880 at September 30, 2023.

Note payable to Discover Growth Fund, LLC pursuant to a 10.0% Secured Promissory Note dated April 23, 2021 in the original amount of $2,500,000 with interest and principal due at maturity on January 1, 2027.

The balance shown is net of unamortized debt discount of $7,299,464 and $9,714,868 at September 30, 2024 and December 31, 2023, respectively.

Note payable to Discover pursuant to a 10.0% Secured Promissory Note dated April 23, 2021 in the original amount of $2,500,000 with interest and principal due at maturity on January 1, 2027.

Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to the Wall Street Journal Prime Rate (3.25%) as of the amendment date.

The Note is secured by a lien on substantially all of the Company’s assets.

Note payable to Discover Growth Fund, pursuant to a 10.0% Secured Promissory Note dated December 22, 2020 in the original amount of $12,000,000 with interest and principal due at maturity on January 1, 2027.

Note payable to Discover, pursuant to a 10.0% Secured Promissory Note dated December 22, 2020 in the original amount of $12,000,000 with interest and principal due at maturity on January 1, 2027.

Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to the Wall Street Journal Prime Rate (3.25%) as of the amendment date.

The Note is secured by a lien on substantially all of the Company's assets.

Note payable to Discover Growth Fund, pursuant to a 10.0% Secured Promissory Note dated December 11, 2020 in the original amount of $6,000,000 with interest and principal due at maturity on January 1, 2027.

Note payable to Discover, pursuant to a 10.0% Secured Promissory Note dated December 11, 2020 in the original amount of $6,000,000 with interest and principal due at maturity on January 1, 2027.

Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to the Wall Street Journal Prime Rate (3.25%) as of the amendment date.

The Note is secured by a lien on substantially all of the Company’s assets.

Promissory note payable by Mid-Con Petroleum LLC, a wholly owned subsidiary, to Cornerstone Bank dated July 24, 2019 in the amount of $2,241,758, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of principal and interest of $43,438, with a final payment due on a maturity date of July 24, 2025.

The note is secured by a first mortgage on all of the assets of Mid-Con Petroleum, LLC and a guarantee of payment by Viking.

On March 10, 2023, the promissory note was amended to include a conversion feature and to include Viking as an additional obligor.

In April 2023, Viking issued 588,235 shares of common stock to convert $200,000 of the outstanding principal balance.

On July 31, 2023, the outstanding principal balance was assigned by Cornerstone Bank to FK Venture LLC and in August 2023 the Company issued a total of 5,189,666 shares of common stock to convert the total outstanding principal balance owed by both Mid-Con Petroleum LLC and Mid-Con Drilling LLC.

On May 5, 2023, Viking signed a securities purchase agreement with FK Venture LLC (“Buyer”) under which FK Venture LLC agreed to purchase convertible promissory notes from the Company in the amount of $800,000 on the 5th day of each month commencing May 5, 2023 for 6 months, for a minimum commitment of $4,800,000.

FK Venture LLC had the right to purchase up to $9,600,000.

The notes bore interest at 12% per annum.

The maturity date of the notes was the earlier of (i) July 1, 2025, or (ii) 90 days following the date that the Company completes a direct up-listing of its common stock to a national securities exchange (not including any merger or combination with Camber).

FK Venture LLC had the right to convert all or any part of the outstanding and unpaid principal balance into common stock of the Company at a conversion price of $0.4158 per share.

At December 31, 2023, the Buyer had purchased six notes and converted two of these notes subsequent to the closing of the Merger in exchange for 3,848,004 shares of the Company’s common stock.

The Company recorded a loss on early extinguishment of $35,402 related to these conversions.

During the nine-month period ended September 30, 2024, the Company adjusted the conversion price of three of the remaining notes to $0.16 and the fourth to $0.163.

The Buyer then converted the four remaining notes in exchange for 19,907,976 shares of the Company’s common stock.

The Company recorded a loss on early extinguishment of $811,132 related to these conversions.

The balance at December 31, 2023 is shown is net of unamortized discount of $488,270.

Promissory note payable by Mid-Con Drilling LLC, a wholly owned subsidiary, to Cornerstone Bank dated July 24, 2019 in the amount of $1,109,341, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of principal and interest of $21,495, with a final payment due on a maturity date of July 24, 2025.

The note is secured by a first mortgage on all of the assets of Mid-Con Drilling, LLC and a guarantee of payment by Viking.

On March 10, 2023, the promissory note was amended to include a conversion feature and to include Viking as an additional obligor.

The balance at December 31.

2022 is shown is net of unamortized discount of $12,190.

On May 5, 2023, Viking signed a securities purchase agreement with FK Venture LLC under which FK Venture LLC agreed to purchase convertible promissory notes from the Company in the amount of $800,000 on the 5th day of each month commencing May 5, 2023 for 6 months, for a minimum commitment of $4,800,000.

FK Venture LLC has the right to purchase up to $9,600,000.

The notes bear interest at 12% per annum.

The maturity date of the notes is the earlier of (i) July 1, 2025, or (ii) 90 days following the date that the Company completes a direct up-listing of its common stock to a national securities exchange (not including any merger or combination with Camber).

FK Venture LLC shall have the right to convert all or any part of the outstanding and unpaid principal balance into common stock of the Company.

The conversion price shall be the lesser of (i) $0.75, or (ii) if the Merger with Camber closes, 50% of the trading price of Camber Energy, Inc.’s common stock on the day prior to the closing of the Merger with Camber.

At September 30, 2023, the Buyer had purchased five notes and converted two of these notes subsequent to the closing of the Merger in exchange for 3,848,004 shares of the Company’s common stock.

Loan of $150,000 dated July 1, 2020 from the U.S.

12 unchanged sentences

$ ( 7,299,464 )

Advance from FK Venture LLC

During the nine-month period ended September 30, 2024, FK Venture LLC advanced $ 1,200,000 to the Company’s wholly owned subsidiary, Viking.

The terms of this advance have not been finalized.

The amount has been included in Accrued Expenses and Other Current Liabilities at September 30, 2024.

Bank Credit Facility

Simson-Maxwell has an operating credit facility with TD Bank, secured by accounts receivable and inventory, bearing interest at prime plus 2.25% on Canadian funds up to CAD $5,000,000 and the bank’s US dollar base rate plus 2.25% on US funds, plus a monthly administration fee of CAD 500 .

Simson-Maxwell has a demand operating credit facility of CAD $6,000,000 with TD Bank, comprised of an operating line, secured by accounts receivable and inventory, up to CAD $4,000,000 and a fixed loan of CAD $2,000,000.

The facility bears interest at prime plus 2.25%, with an annual fee of CAD $10,000 and a monthly administration fee of CAD $500 .

The Company is required to make monthly principal payments in the amount of CAD $55,555 on the fixed loan portion commencing on October 31, 2024.

The balance outstanding under this credit facility is CAD $5,667,386 ($ 4,193,122 ) and CAD $4,457,947 ($ 3,365,995 ) as of September 30, 2024 and December 31, 2023, respectively.

15 unchanged sentences

If the VWAP calculation is higher, no True-Up shares are issued.

The potential obligation to issue True-Up shares creates an additional derivative liability.

The potential obligation to issue True-Up shares may create an additional derivative liability.

The determination of the number of True-Up shares due, if any, is based on the lowest VWAP calculation over the Measurement Period that extends beyond the conversion date.

2 unchanged sentences

The derivative liability for the True-Up Shares at the end of each period represents Series C Preferred Stock conversions in respect of which the Measurement Period had not expired as of the period end.

The fair value of the derivative liability has been estimated using a binomial pricing model, the estimated remaining Measurement Period, the share price and the historical volatility of the Company’s common stock.

The fair value of the derivative liability is estimated using a binomial pricing model, the estimated remaining Measurement Period, the share price and the historical volatility of the Company’s common stock.

The fair value of the derivative liability relating to the potential obligation to issue True-Up shares is subject to adjustment as the Company’s stock price changes.

Such changes are recorded as changes in fair value of derivative liability.

On March 25, 2024, the Company received a notice letter from the NYSE American stating that the Company was back in compliance with all of the NYSE American’s continued listing standards.

As a result, the Measurement Period related to prior conversions of 240 Series C Preferred Stock ended and the number of remaining True-Up shares due from these prior conversions was fixed at 101,585,980 .

This reduced the value of derivative liability associated with True-Up shares to zero, and the fair value of the True-Up share obligation at March 25, 2024 was reclassified to Stockholders’ Equity as common shares to be issued.

Activities for Series C Preferred Stock derivative liability during the nine months ended September 30, 2024 was as follows:

1 unchanged sentence

Carrying amount at beginning of year

Derivative liability recognized on Merger

Change in fair value

1 unchanged sentence

( 5,649,071 )

Carrying amount at end of year

Reclassification of True-Up share obligation from liability to equity

( 16,253,757 )

Carrying amount at end of period

Convertible Debt

4 unchanged sentences

All other terms of the promissory notes remained unchanged .

The modification to the terms of the promissory notes was treated as a debt extinguishment and the Company recorded a loss on the extinguishment of debt of $ 154,763 during the three-month period ended March 31, 2023.

The modification to the terms of the promissory notes was treated as a debt extinguishment and the Company recorded a loss on the extinguishment of debt of $ 154,763 .

The fair value of the debt was determined as the total number of shares, equal to the face value of the debt on March 10, 2023 divided by the VWAP, multiplied by the closing share price on that day.

14 unchanged sentences

During the nine months ended September 30, 2024, the Company issued a total of 116,834,937 shares of common stock, as follows:

A total of 8,525,782 shares of common stock on the conversion of 240 shares of Series C Preferred Stock.

Of this total 1,093,358 shares were issued subsequent to the Merger.

A total of 89,149,679 True-Up shares related to prior conversions of Series C Preferred Stock as a result of the continuation of the Measurement Period (as defined in the Series C COD with respect to such Series C Preferred Stock) associated with such conversions and a decline in the price of the Company’s shares of common stock within the Measurement Period.

Of this total 11,900,223 shares were issued subsequent to the Merger.

588,235 shares of common stock related to the assignment and conversion of $ 200,000 of promissory notes payable to Cornerstone Bank.

3,849,306 shares of common stock on the exercise of 3,888,889 warrants.

A total of 5,189,666 shares of common stock related to the assignment and conversion of $ 2,232,273 of promissory notes payable to Cornerstone Bank.

3,333,333 shares of common stock related to the conversion of 200 shares of Series H Preferred Stock.

A total of 3,848,004 shares of common stock related to the conversion of two promissory notes, each in the amount of $800,000 (for a total of $ 1,600,000 ), due to FK Venture, LLC.

A total of 49,290,152 shares of common stock to the former shareholders of Viking Energy Group, Inc.

as part of the Merger.

A total of 19,907,976 shares on conversion of debt

A total of 1,693,949 shares on conversion of accrued interest on debt

A total of 4,583,333 shares on conversion of 275 shares of Series H Preferred Stock

A total of 1,500,000 shares as compensation to consultants.

(b) Preferred Stock

14 unchanged sentences

(i) the election of directors;

(ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series C Preferred Stoc), in each instance on an as-if converted basis, subject to the beneficial ownership limitation in the COD, even if there are insufficient shares of authorized Common Stock to fully convert the shares of Series C Preferred Stock.

(ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series C Preferred Stock), in each instance on an as-if converted basis, subject to the beneficial ownership limitation in the COD, even if there are insufficient shares of authorized Common Stock to fully convert the shares of Series C Preferred Stock.

The Series C Preferred Stock may be converted into shares of our common stock at any time at the option of the holder, or at Camber’s option if certain equity conditions (as defined in the Series C COD), are met.

14 unchanged sentences

Also pursuant to certain agreements entered into with the holders of the Series C Preferred Stock in October 2021, due to the occurrence of a Trigger Event, Camber no longer has the right to conduct an early redemption of the Series C Preferred Stock as provided for in the Series C COD unless the Company’s indebtedness to Discover is paid in full.

On October 31, 2022, Camber filed with the Secretary of State of Nevada an amendment to the Series C COD (the “Series C Amendment”), dated as of October 28, 2022 (the “Series C Amendment Date”), pursuant to agreements between Camber and each of Discover and Antilles signed on October 28, 2022, which amended the Series C COD such that (i) beginning on the Series C Amendment Date and thereafter, when determining the conversion rate for each share of Series C Preferred Stock based on the trading price of Camber’s common stock over a certain number of previous days (“Measurement Period”), no day will be added to what would otherwise have been the end of any Measurement Period for the failure of the Equity Condition (as defined in the Series C COD), even if the volume weighted average trading price (“Measuring Metric”) is not at least $ 1.50 and each holder of Series C Preferred Stock waived the right to receive any additional shares of common stock that might otherwise be due if such Equity Condition were to apply after the Series C Amendment Date, including with respect to any pending Measurement Period;

On October 31, 2022, Camber filed with the Secretary of State of Nevada an amendment to the Series C COD (the “Series C Amendment”), dated as of October 28, 2022 (the “Series C Amendment Date”), pursuant to agreements between Camber and each of Discover and Antilles Family Office, LLC (“Antilles”) signed on October 28, 2022, which amended the Series C COD such that (i) beginning on the Series C Amendment Date and thereafter, when determining the conversion rate for each share of Series C Preferred Stock based on the trading price of Camber’s common stock over a certain number of previous days (“Measurement Period”), no day will be added to what would otherwise have been the end of any Measurement Period for the failure of the Equity Condition (as defined in the Series C COD), even if the volume weighted average trading price (“Measuring Metric”) is not at least $ 1.50 and each holder of Series C Preferred Stock waived the right to receive any additional shares of common stock that might otherwise be due if such Equity Condition were to apply after the Series C Amendment Date, including with respect to any pending Measurement Period;

and (ii) (A) beginning on the Series C Amendment Date and for the period through December 30, 2022, the Measuring Metric will be the higher of the amount provided in Section I.G.7.1(ii) of the Series C COD and $0.20, and (B) beginning at market close on December 30, 2022 and thereafter, the Measuring Metric will be the volume weighted average trading price of the common stock on any day of trading following the date of first issuance of the Series C Preferred Stock .

2 unchanged sentences

Discover also absolutely and unconditionally waived and released any and all rights to convert all or any part of any Promissory Notes previously executed by the Company in favor of Discover into shares of the Company’s common stock and agreed not to convert or attempt to convert any portion of any Promissory Notes, at any particular price or at all.

February 2024 Agreement with Antilles Family Office, LLC

On or about February 15, 2024, the Company and Antilles entered into the February 2024 Antilles Agreement in relation to an amendment to the fifth amended and restated certificate of designations regarding its Series C Preferred Stock, as amended (the “COD”).

Particularly, in exchange for the release and indemnity as provided for in the Agreement, Antilles agreed to certain amendments to the COD.

On February 21, 2024, the Company filed with the Secretary of State of Nevada an amendment to the COD (the “Amendment”), dated as of February 21, 2024 (the “Amendment Date”), pursuant to the Agreement, which amended the COD to (i) establish a floor price in connection with determining the Conversion Premium (as defined in the COD) associated with conversions of Series C Preferred Stock, (ii) confirm that the Company may make an early redemption of any outstanding Series C Preferred Stock provided that outstanding promissory notes in favor of the Investor or its affiliates (collectively, the “Notes”) are paid in full, and (iii) confirm that no additional conversion shares will be owed to the Investor if the Notes are paid in full and all then outstanding shares of Series C Preferred Stock have been redeemed.

Specifically, the Amendment provides that (i) beginning on the Amendment Date and thereafter, the Measuring Metric will be the higher of (x) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock and (y) $0.15, (ii) notwithstanding any other provision of the COD or any other document or agreement between the parties, the Company may make an early redemption pursuant to Section I.F.2 of the COD even though multiple Trigger Events (as defined in the COD) have occurred, subject to full repayment of any outstanding Notes, and (iii) if all outstanding Notes are paid in full and all then outstanding shares of Series C Preferred Stock are redeemed, the Investor will not thereafter deliver any Additional Notices (as defined in the COD) with respect to then already-converted shares of Series C Preferred Stock, and no additional Conversion Shares (as defined in the COD) will be owed to Antilles.

In addition, pursuant to the Agreement, (i) beginning on February 15, 2024 and thereafter, the Company agreed to pay at least fifty percent of the net proceeds received by the Company in connection with any registered or unregistered offering of equity or debt securities of the Company toward repayment of any outstanding Notes, and (ii) Antilles rescinded its prior notice to increase the beneficial ownership limitation to 9.99 %, such that the limitation is restored to 4.99 % effective five Business Days from the date of the Agreement.

As of September 30, 2024, Antilles held 30 shares of Series C Preferred Stock.

The Series C Preferred Stock was convertible into a substantial number of the Company’s shares of common stock which could result in significant dilution of the Company’s existing shareholders.

The Series C Preferred Stock is convertible into a substantial number of the Company’s shares of common stock which could result in significant dilution of the Company’s existing shareholders.

If the outstanding Series C Preferred Stock were converted as of September 30, 2024, the Company estimates that the following shares of common stock would be required to be issued to satisfy the conversion of shares of the Series C Preferred Stock:

2 unchanged sentences

Estimated number of shares of common stock required to satisfy Conversion Premium using VWAP at period end

*based on 30 shares of Series C Convertible Preferred Stock outstanding as of such date and an estimated low VWAP as at such date

Additionally, even if the shares of the Series C Preferred Stock were converted on the above dates, the Company could, pursuant to terms out in the COD, be required to issue additional shares of common stock (true-up shares).

As of September 30, 2023, Antilles was entitled to approximately 27,913,399 true-up shares in connection with the prior conversion by Antilles of 240 shares of Series C Preferred Stock throughout 2023 as a result of:

(i) the Measurement Period in connection with such conversions continuing to extend as a result of the Company’s previously announced outstanding deficiency with the New York Stock Exchange regarding continued listing standard(s) concerning minimum stockholders’ equity requirements;

and (ii) the Company’s stock price declining following the initial conversion(s) of the 240 shares of Series C Preferred Stock.

*based on 30 shares of Series C Convertible Preferred Stock outstanding as of such date and a VWAP of $ 0.15 for the purposes of calculating the Conversion Premium, with $ 0.15 being the floor price of the Measuring Metric established in the February 2024 agreement between the Company and Antilles.

On March 25, 2024, the Company received a notice letter from the NYSE American stating that the Company was back in compliance with all of the NYSE American’s continued listing standards.

The fair value of these shares on March 25, 2024 was determined to be $ 16,253,757 and was included in Stockholders’ Equity as common stock to be issued at March 31, 2024.

At September 30, 2024, the number of remaining True-Up shares due from prior conversions was 43,574,679 .

(iii) Series G Redeemable Convertible Preferred Stock

28 unchanged sentences

On August 1, 2023, the Company issued 475 shares of new Series H Preferred Stock in exchange for 475 outstanding shares of old Series E Preferred Stock of Viking Energy Group inc.

Pursuant to the COD for the Series H Preferred Stock (the “Series H COD”), each share of New Camber Series H Preferred Stock has a face value of $ 10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection Systems, LLC (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99 % of Camber Common Stock (but may be increased up to a maximum of 9.99 % at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis.

On or about August 9, 2023, Jedda Holdings converted 200 of the 475 shares of Series H Preferred Stock into 3,333,333 shares of common stock, leaving a balance of 200 shares of Series H Preferred Stock outstanding as at September 30, 2023.

Pursuant to the COD for the Series H Preferred Stock (the “Series H COD”), each share of New Camber Series H Preferred Stock has a face value of $ 10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99% of Camber Common Stock (but may be increased up to a maximum of 9.99% at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis .

During the year ended December 31, 2023, Jedda Holdings converted 200 of the 475 shares of Series H Preferred Stock into 3,333,333 shares of Common Stock.

During the nine months ended September 30, 2024, Jedda Holdings converted the remaining 275 shares of Series H Preferred Stock into 4,583,333 shares of Common Stock.

The following table represents stock warrant activity as of and for the nine months ended September 30, 2024:

2 unchanged sentences

Forfeited/expired/cancelled

( 1,049,727 )

Warrants Outstanding – September 30, 2024

1 unchanged sentence

Commitments and Contingencies

Office lease – Petrodome

In April 2018, the Company’s subsidiary, Petrodome entered into a 66-month lease for 4,147 square feet of office space for its corporate office in Houston, Texas.

The annual base rent commenced at $22.00 per square foot and escalates at $0.50 per foot each year through expiration of the lease term.

Operating lease expense is recognized on a straight-line basis over the lease term .

Operating lease expense was $ 72,287 for the nine months ended September 30, 2023 and 2022, respectively.

Building, vehicle and equipment leases – Simson-Maxwell

The Company has right-of-use assets and operating lease liabilities associated with various operating lease agreements of Simson-Maxwell pertaining to seven business locations, for the premises, vehicles and equipment used in operations in the amount of $ 8,544,904 .

These values were determined using a present value discount rate of 3.45 % for the premises, and 7.5 % for vehicles and equipment.

These values were determined using a discount rate of 3.45 % for the premises, and 7.5 % for vehicles and equipment.

The leases have varying terms, payment schedules and maturities.

5 unchanged sentences

Present value of remaining lease payments

Operating lease expense for these leases was $ 918,655 and $ 1,106,220 for the nine months ended September 30, 2023 and 2022, respectively.

Operating lease expense for these leases was $ 272,984 and $ 248,344 for the three months ended September 30, 2024 and 2023, respectively, and $ 1,187,035 and $ 918,655 for the nine months ended September 30, 2024 and 2023, respectively.

Legal matters

Legal Proceedings .

From time-to-time suits and claims against Camber arise in the ordinary course of Camber’s business, including contract disputes and title disputes.

Camber records reserves for contingencies when information available indicates that a loss is probable, and the amount of the loss can be reasonably estimated.

Merger-Related Litigation

On February 9, 2024, plaintiff Lawrence Rowe, on behalf of himself and all other similarly situated former public minority shareholders of Viking, filed against the Company and its CEO a putative Class Action Complaint (i.e.

No.4:24-cv-00489) styled Lawrence Rowe, Individually and on Behalf of All Others Similarly Situated v.

Doris and Camber Energy, Inc.

, in the U.S.

District Court for the Southern District of Texas, Houston Division.

The complaint alleges breaches of fiduciary duty in connection with the merger between Viking and the Company and seeks to recover damages for the alleged breaches.

The defendants deny the allegations and filed a motion to dismiss (“MTD”) the case on April 26, 2024.

The MTD hearing was held on August 30, 2024 and the Court’s decision with respect to such hearing remains pending.

Shareholder-Related Litigation

The Company was the target of a “short” report issued by Kerrisdale Capital in early October 2021, and as a result of such short report, on October 29, 2021, a Class Action Complaint (i.e.

5 unchanged sentences

On October 25, 2023, the Court signed a joint stipulation submitted by the parties, dismissing the case with prejudice.

On or about June 30, 2022, the Company was made aware of a Shareholder Derivative Complaint filed in the U.S.

District Court for the Southern District of Texas, Houston Division (Case No.

4:22-cv-2167) against the Company, its current directors, and certain of its former directors (the “Houston Derivative Complaint”).

On or about June 30, 2022, the Company was made aware of a Shareholder Derivative Complaint (Case No.

4:22-cv-2167) filed in the U.S.

District Court for the Southern District of Texas, Houston Division (the “Court”) against the Company, its current directors, and certain of its former directors (the “Houston Derivative Complaint”).

The allegations contained in the Houston Derivative Complaint involve state-law claims for breach of fiduciary duty and unjust enrichment and a federal securities claim under Section 14(a) of the Securities Exchange Act of 1934.

1 unchanged sentence

Pursuant to Article 6 of the Amended and Restated Bylaws, on February 15, 2023, the Company’s Board of Directors (the “Board”) formed a Committee of the Board (the “Special Litigation Committee”) to investigate, analyze, and evaluate the remaining allegations in the Houston Derivative Complaint.

On October 19, 2023, the parties filed a stipulation advising that the Special Litigation Committee had completed its work and expected to share its written report with counsel for the parties, after which point the parties would review the report and consider whether the claims in the case can be resolved.

On October 20, 2023, the Court entered the stipulation and extended the stay of all deadlines in the case until November 17, 2023.

At this time, we are not able to predict the outcome of this matter.

The Special Litigation Committee completed its investigation and found no basis to conclude that any Camber officer’s or director’s conduct “involved intentional misconduct, fraud or a knowing violation of law,” which would be required under applicable Nevada law to prevail on any claims for breach of fiduciary duty or federal proxy violations;

and, on November 17, 2023, filed with the Court a Motion to Terminate or, in the alternative, schedule an evidentiary hearing on the Motion.

Briefing on the Motion was completed on January 12, 2024.

On or about June 21, 2024, the parties to the Houston Derivative Complaint entered into a Stipulation and Agreement of Settlement (the “Stipulation and Settlement”) to fully, finally, and forever resolve, discharge, and settle all of the claims in the Houston Derivative Complaint, without the defendants admitting any liability, subject to approval of the Court and subject to the terms and conditions thereof.

Any fees to be paid to the plaintiffs’ attorneys and/or the plaintiff(s) in connection with or pursuant to the Stipulation and Settlement will be paid by the Company’s insurer.

On July 2, 2024, the Court issued an order providing for preliminary approval of the Stipulation and Settlement and set a final approval hearing for September 12, 2024.

On or about September 17, 2024, the Court issued a final order and judgement approving the Stipulation and Settlement and awarded fees payable to the Plaintiff’s legal counsel in the amount of $ 1,200,000 , which will be paid by the Company’s insurer.

Payment of the settlement amount remains outstanding at September 30, 2024, and the Company has therefore recorded an accrued liability in respect of the settlement and a receivable related to the insurance proceeds.

Maranatha Oil Matter

7 unchanged sentences

The Company has filed a denial to the claims and intends to vehemently defend itself against the allegations.

Petrodome Matter

In or about late 2011 or early 2012, Petrodome Operating, LLC, a wholly-owned subsidiary of Petrodome (which in or about December, 2017 become a wholly-owned subsidiary of Viking), on behalf of various working interest owners, including Petrodome East Creole, LLC, another subsidiary of Petrodome Energy, LLC, coordinated the drilling of an approx.

13,000 foot well in the Kings Bayou Field in Cameron Parish, LA.

Petrodome Operating engaged a third party to complete the drilling work.

The subject well produced hydrocarbons from 2012 until approximately June 2016, at which time production ceased, after which Petrodome Operating arranged for the well to be plugged in accordance with State guidelines.

During the time the well was producing hydrocarbons, royalty and/or over-riding royalty payments were made to various mineral and/or land/owners (collectively, “Mineral Owners”).

In or about October, 2019 the Mineral Owners commenced an action against Petrodome Operating, Petrodome East Creole, LLC and others claiming the Mineral Owners suffered damages (i.e., a loss of royalty and/or over-riding royalty payments) as a result of the subject well not, according to the Mineral Owners, being drilled and/or completed properly.

Petrodome Operating, Petrodome East Creole, LLC and the other defendants denied the Mineral Owners’ claims and engaged counsel to defend the action.

In or about November, 2023, the parties, without the subject Petrodome entities admitting liability, agreed to fully and completely settle the matter and pay the Mineral Owners a total sum of $ 6.5 million, of which Petrodome is liable for $ 4.15 million.

Payment of Petrodome’s portion of the settlement is fully covered by insurance.

At December 31, 2023, the Company recorded an accrued liability in respect of this settlement and a receivable related to the insurance proceeds in the amount of $ 4.15 million.

In February, 2024, the action commenced by the Mineral Owners was dismissed with prejudice and the settlement was paid with insurance proceeds.

Petrodome et al.

On or about September 15, 2023, Archrock Partners Operating LLC filed a Petition (Court File No.

2013-4090) in Harris County, TX against Petrodome Energy, LLC, a wholly-owned subsidiary of Viking Energy Group, Inc., Petrodome Operating, LLC, Pointe a la Hache LLC and Potash LLC alleging the defendants owe approximately $ 400,000 on account of unpaid rental fees in connection with compressors located on oil & gas properties leased by Pointe a la Hache LLC and Potash LLC.

Petrodome Operating LLC was the contracted operator for the properties for a certain period of time.

Petrodome Energy and Petrodome Operating, LLC deny the plaintiff’s allegations against them.

In or about May, 2024, the plaintiff added Viking and James Doris as defendants to the subject complaint.

Viking and Mr.

Doris deny the allegations against them.

Business Segment Information and Geographic Data

18 unchanged sentences

$ ( 2,684,760 )

$ ( 6,337,338 )

Segment assets

3 unchanged sentences

Power Generation

Loss from Operations is as follows:

Income (Loss) from Operations is as follows:

Operating expenses

9 unchanged sentences

$ ( 3,213,593 )

$ ( 6,892,099 )

Segment assets

2 unchanged sentences

Subsequent Events

On or about October 3, 2023 the low VWAP of the Company’s stock for the purpose of calculating the Conversion Premium associated with its Series C Preferred Stock was approximately $ 0.2102 .

Consequently, as of November 10, 2023, the Company estimates there to be:

(i) approximately 9,327,767 underlying shares of common stock associated with the potential conversion of the 30 shares of Series C Preferred Stock outstanding;

and (ii) approximately 48,911,091 true-up shares of common stock due to Antilles in connection with its prior conversion of 240 shares of Series C Preferred Stock throughout 2023.

Series C Preferred Stock

Between October 1, 2024 and April 28, 2025, the Company issued 28,645,406 True-Up Shares to Antilles in connection with Delivery Notices submitted by Antilles.

On April 8, 2025, the Company issued 8,007,281 shares of Common Stock to Antilles in exchange for the conversion of 9 shares of Series C Convertible Preferred Stock, leaving 21 shares of Series C Convertible Preferred Stock issued and outstanding as of such date .

On or about October 23, 2024, the Company and James Doris entered into a Second Amendment to Common Stock Warrant Agreement pursuant to which the exercise price of Mr.

Doris’ outstanding warrants (i.e., right to purchase 1,666,667 shares of common stock of the Company) was increased from $0.009 per share to $1.00 per share .

Petrodome et al.

In December, 2024 applicable parties entered into a Settlement Agreement pursuant to which Viking paid $ 50,000 to settle all claims as against Petrodome Energy, LLC, Petrodome Operating, LLC, Viking and James Doris, without any party admitting liability.

On or about December 30, 2024 the Archrock Claim was officially dismissed with prejudice.

Merger Related Litigation

On March 31, 2025, the U.S.

District Court for the Southern District of Texas, Houston Division, granted a motion by the Company to dismiss with prejudice Class Action Complaint (i.e., C.A.

No.4:24-cv-00489) styled Lawrence Rowe, Individually and on Behalf of All Others Similarly Situated v.

Doris and Camber Energy, Inc.

The Plaintiff has 30 days from the date of the order to appeal the Court’s decision.

Simson-Maxwell Transaction

On April 1, 2025, Viking Energy Group, Inc.

(“Viking”), a wholly-owned subsidiary of Camber Energy, Inc.

(“Camber” or the “Company”), entered into a Share Subscription Agreement (the “SSA”) with T&T Power Group Inc.

(“T&T”), Remora EQ LP (“Remora”), Simmax Corp.

(“Simmax”), and Simson-Maxwell Ltd.

(“Simson”), a Canadian federal corporation.

The SSA relates to a restructuring of the ownership of Simson that results in Camber ceasing to have a controlling interest in Simson.

As such, Camber will deconsolidate Simson from its consolidated financial statements effective April 1, 2025.

Under the SSA, T&T agreed to (i) subscribe for 952 Class A Common Shares of Simson (the “Subscription Shares”) for an aggregate subscription price of approximately CAD$2.28 million;

(ii) purchase 903 Class A Common Shares from Remora (the “Remora Shares”) for an agreed purchase price;

and (iii) purchase 681 Class A Common Shares from Simmax (the “Simmax Shares”) for an agreed purchase price .

T&T also agreed to provide up to CAD $ 3.0 million in additional working capital to Simson on closing or at such time as is reasonably required to meet the cash requirements of Simson, and to repay on or within a reasonable period following the closing amounts owing under Simson’s then outstanding senior secured credit facilities.

T&T acquired the Subscription Shares by paying the subscription price in cash.

T&T acquired the Remora Shares by paying approximately 3.5 % of the purchase price in cash and issuing a promissory note for the remaining balance, maturing on December 1, 2025.

T&T acquired the Simmax Shares by issuing a promissory note to Simmax, also maturing on December 1, 2025.

Following the closing of the transactions described above (collectively, the “Simson Share Transactions”), T&T and Viking are the only remaining shareholders of Simson.

T&T owns 51% of Simson’s issued and outstanding Class A Common Shares, and Viking owns the remaining 49%.

Viking did not sell or purchase any shares in connection with the Simson Share Transactions;

however, Viking’s ownership decreased from approximately 60.5% to 49% .

As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson, Camber will no longer consolidate Simson’s financial results in its consolidated financial statements.

Beginning April 1, 2025, the Company will instead account for its investment in Simson under the equity method of accounting.

In connection with the closing of the Simson Share Transactions, Viking also entered into a Unanimous Shareholders Agreement (the “USA”) with T&T and Simson.

The USA governs the ownership and management of Simson and provides that T&T is entitled to nominate two members to Simson’s board of directors, and Viking is entitled to nominate one member.

FK Venture LLC Convertible Promissory Note

On April 7, 2025, the Company and its wholly-owned subsidiary, Viking Energy Group, Inc., entered into an agreement with FK Venture LLC (the “Investor”) to restructure an existing obligation of Viking to Investor in the amount of $ 1,200,000 .

Pursuant to the Agreement, the Company issued to Investor an unsecured convertible promissory note in the principal amount of $ 1,200,000 (the “Note”), thereby assuming and refinancing the debt under new terms.

The Note bears interest at a rate of 10 % per annum and matures on September 30, 2026 (the “Maturity Date”).

The Company may prepay the Note in whole or in part, provided that if prepayment occurs within twelve months of issuance, the Company must pay a minimum of twelve months’ interest.

At any time prior to the Maturity Date, the Investor may elect to convert the outstanding principal and any accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price of $ 0.15 per share.

Viking Ozone Promissory Note

On April 15, 2025, Viking Ozone Technology, LLC (“Viking Ozone”), a majority-owned subsidiary of the Company, received $ 200,000 from an individual investor (the “Investor”) in exchange for a promissory note (the “Note”).

The maturity date of the Note is the earlier of:

(i) September 30, 2025;

or (ii) receipt by Viking Ozone of proceeds from the sale of the VKIN-300 waste treatment system that was shipped to France in the first quarter of 2025.

The Note bears interest at a fixed rate of 10 % and Viking Ozone may prepay at any time any portion of the principal and all other amounts due under the Note.

Viking Ozone’s obligations under the Note were personally guaranteed by the Company’s President & CEO, James Doris.

In connection with the issuance of the Note, the Company issued a Common Stock Warrant entitling the Investor to purchase up to 100,000 shares of common stock of the Company at $ 0.15 per share at any time between April 15, 2025 and May 1, 2027.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements