What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-05-12 compared with 2024-03-25 · 314 added, 395 removed, 1044 unchanged (40% of the section changed)

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Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Loss for the years ended December 31.

2024 and 2023

Consolidated Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2024 and 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

To the Board of Directors and Stockholders of

Camber Energy, Inc.

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(the “Company”) as of December 31, 2024, and 2023, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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Basis for Opinion

These financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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We believe that our audits provide a reasonable basis for our opinion.

Turner, Stone & Company, L.L.P.

Accountants and Consultants

12700 Park Central Drive, Suite 1400

Dallas, Texas 75251

972-239-1660 ⁄ Facsimile:

turnerstone.com

INTERNATIONAL ASSOCIATION OF ACCOUNTANTS AND AUDITORS

Critical Audit Matters

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Indefinite Life Intangible Assets:

The impairment evaluation of the Company’s indefinite life intangible assets is an assessment that begins with the Company’s monitoring of indicators of impairment on an individual asset basis, which the Company believes is the lowest level for which there are identifiable cash flows.

The Company reviews indefinite life intangible assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable.

The Company performed a full quantitative impairment assessment as of December 31, 2023, for all indefinite life intangible assets.

When performing a quantitative impairment assessment, the Company estimates discounted cash flows at the asset level from continuing use through the remainder of the asset’s estimated useful life.

If the estimated discounted cash flows are not sufficient to recover an indefinite life intangible asset’s carrying value, the Company recognizes an impairment to reduce the carrying value to the estimated fair value.

The Company applies significant judgment in estimating the fair value of its intangible assets, based on expected revenues, industry, and business growth, and expected residual cash flows at net present value.

We identified the impairment of indefinite life intangible assets as a critical audit matter because of the significant judgment required by management to determine estimated expected revenues, growth, and discounted cash flows.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s judgements and estimates.

How the Critical Audit Matter was Addressed in the Audit:

Our audit procedures related to management’s model which included projected revenues based on forecasted growth rates and discounted cash flow analysis included the following, among others:

We evaluated management’s ability to forecast future cash flows by evaluating management’s forecast of estimated future cash flows assumptions including, but not limited to, the forecasted performance driven by expected industry receptivity, existing sales orders or outstanding bids, market share, and expected operating costs.

We reviewed the completeness and accuracy of the underlying data used in management’s forecast.

We assessed the underlying source information where available and mathematical accuracy of the calculations.

Goodwill Impairment Assessment:

The Company assesses goodwill for impairment annually during the fourth quarter or more frequently when events or changes in circumstances indicate that impairment may exist.

Reporting units are tested for impairment by comparing the fair value of each reporting unit with its carrying amount.

Management uses a market capitalization approach to estimate the fair value of reporting unit.

During the third quarter of 2023, the Company identified a triggering event.

The Company performed an impairment test of the reporting unit as of September 30, 2023, and concluded the fair value of the reporting unit was less than the carrying amount.

The Company recognized an impairment charge of approximately $14,486,745 during the year ended December 31, 2023.

We identified the evaluation of the goodwill impairment assessment of the reporting unit as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used in the Company’s estimate of the fair value of the reporting unit.

Changes in these assumptions could have had a significant effect on the Company’s assessment of the fair value of the reporting unit.

How the Critical Audit Matter was Addressed in the Audit:

Our audit procedures related to the impairment of goodwill included:

We assessed the methodology, assumptions and mathematical accuracy of the model developed by the Company to assess whether the goodwill is impaired.

We assessed the analysis utilized to calculate the implied impairment.

We performed a sensitivity analysis of the Company’s historic stock prices for the 15-days before and 15-days after December 31, 2023.

Series C Preferred Stock:

The Company issued a series of preferred stock that contained several features which derive value from sources unrelated to the host preferred stock instrument.

The Company determined certain of the features included in the Series C Preferred Stock designations, including the conversion, dividend, and liquidation value, required that the conversion and dividend components be bifurcated and accounted for on a stand-alone basis as derivatives.

Goodwill and Intangible Assets:

As reflected in the Company’s consolidated financial statements, as of December 31, 2024, the Company’s goodwill and intangible assets were $0 and $19.4 million, respectively.

As disclosed in Note 4 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if indicators of impairment require the performance of an interim impairment assessment.

Intangible assets, at least annually, are tested for possible impairment when events or changes in circumstances that the carrying amount of the asset group may not be recoverable.

During the year ended December 31, 2024, the Company recognized impairment charges for the Company’s goodwill and intangible assets of $34.9 and $2.2 million, respectively.

We identified the impairment of goodwill and intangible assets as a critical audit matter because of the significant judgment required by management to determine estimated expected revenues, growth, and discounted cash flows.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s judgments and estimates.

The primary procedures we performed to address this critical audit matter included:

Evaluating management’s ability to forecast future cash flow assumptions including, but not limited to, the forecasted performance driven by expected industry receptivity, existing sales orders or outstanding bids, market share, and expected operating costs.

Reviewing the completeness and accuracy of the underlying data used in management’s forecast.

Assessing the underlying source information and mathematical accuracy of the calculations.

Derivative Liabilities:

As disclosed in Note 4 to the consolidated financial statements, the Company issued preferred stock that contained several features which derive value from sources unrelated to the host preferred stock instrument.

The Company determined certain of the features included in the Series C and Series G Preferred Stock designations, including the conversion, dividend, and liquidation value, required that the conversion and dividend components be bifurcated and accounted for on a stand-alone basis as derivatives.

The determination of fair value of these derivatives involved using complex valuation methodologies and significant assumptions including volume weighted prices and the estimated valuation of the Company’s common stock taking into consideration the effect of these dilutive instruments.

We identified auditing the Company’s evaluation of the accounting for the features included in the Series C Preferred Stock, specifically the methods and assumptions used to estimate the fair value of the derivative liabilities, as a critical audit matter.

How the Critical Audit Matter was Addressed in the Audit:

Our audit procedures related to management’s fair value model for the bifurcated features of the Series C Preferred Stock included:

The primary procedures we performed to address this critical audit matter included:

Obtaining and reviewing the underlying Series C Preferred Stock certificate of designation and related amendments to understand the terms and conditions, economic substance, and identify embedded features requiring evaluation.

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Assessing the data and significant assumptions used in developing the fair value estimate, including procedures to determine whether the data was complete and accurate and sufficiently precise.

Estimation of Proved Oil and Gas Reserves:

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

This accounting method requires management to make estimates of proved oil and natural gas reserves and related future cash flows to compute and record depreciation, depletion, and amortization expense, as well as to assess potential impairment of oil and natural gas properties (the full cost ceiling test).

To estimate the volume of proved oil and natural gas reserves quantities, management makes significant estimates and assumptions including forecasting the production decline rate of producing properties.

In addition, the estimation of proved oil and natural gas reserves is also impacted by management’s judgements and estimates regarding the financial performance of wells associated with those proved oil and natural gas reserves to determine if wells are expected to be economical under the appropriate pricing assumptions that are required in the estimation of depreciation, depletion and amortization expense and potential ceiling test impairment assessments.

We identified the estimation of proved oil and natural gas reserves as it relates to the recognition of depreciation, depletion and the assessment of potential impairment as a critical audit matter.

How the Critical Audit Matter was Addressed in the Audit:

Our audit procedures related to the estimation of provided oil and gas reserves included:

The work of management's specialists was used in performing the procedures to evaluate the reasonableness of the proved developed oil and gas reserve volumes.

As a basis for using this work, the specialists' qualifications were understood and the Company’s relationship with the specialists was assessed.

Evaluated the methods and assumptions used by the specialists.

We assessed the Company’s inputs and assumptions used in the valuation models applied and the reasonableness of those assumptions.

/s/ Turner, Stone & Company, L.L.P

We have served as the Company's auditor since 2016.

Dallas, Texas

March 25, 2024

We have served as the Company’s auditor since 2016.

CAMBER ENERGY, INC.

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Deposits and other assets

$ 101,711,947

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

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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

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Notes payable - related parties - net of current portion

Operating lease liability, net of current portion

Operating lease liabilities, net of current portion

Contingent obligations

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Commitments and contingencies (Note 14)

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY (DEFICIT)

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

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

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

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

No liquidation preference.

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

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 119,301,921 and 44,852,611 shares issued and outstanding as of December 31, 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 December 31, 2024 and 2023, respectively.

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 258,136,858 and 119,301,921 shares issued and outstanding as of December 31, 2024 and 2023, respectively.

Common stock to be issued on true-up of prior Series C Preferred stock conversions ( 21,574,679 shares to be issued)

Additional paid-in capital

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( 140,350,893 )

Parent’s stockholders’ equity in Camber

Parent’s stockholders’ equity (deficit) in Camber

( 45,506,420 )

( 3,617,004 )

Non-controlling interest

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 37,819,657 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

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

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CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,

Years Ended December 31,

Power generation units and parts

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( 2,221,720 )

( 1,408,096 )

Amortization of debt discount

( 3,349,404 )

( 1,711,518 )

Change in fair value of derivative liability

( 18,306,398 )

(Loss) gain on disposal of membership interests and assets

( 9,150,459 )

(Loss) gain on disposal of oil and gas properties

Loss on extinguishment of debt

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( 34,860,411 )

Interest and other income

Total other expense, net

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Year Ended December 31,

Years Ended December 31,

$ ( 70,259,894 )

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Preferred Stock

Common Stock to

Comprehensive

Noncontrolling

Non-controlling

Stockholders'

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$ ( 140,350,893 )

Common shares issued on exercise of warrants

Reverse merger adjustment

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

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

Common shares issued on conversion of Series H Preferred stock

Common shares issued on conversion of debt

Common shares issued on conversion of accrued interest

Common shares issued for services

Foreign currency translation adjustment

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( 2,117,901 )

$ ( 70,259,894 )

Balances at December 31, 2024

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$ ( 208,492,886 )

$ ( 37,819,657 )

Preferred Stock

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Comprehensive

Noncontrolling

Non-controlling

Stockholders'

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$ ( 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

Common shares issued on exercise of warrants

Reverse merger adjustment

( 4,428,916 )

( 4,396,034 )

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

( 18,163,220 )

( 18,535,067 )

Balances at December 31, 2023

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Amortization of debt discount

Goodwill impairment

Impairment of goodwill

Impairment of intangible assets

Impairment of oil and gas assets

Loss (gain) on disposal of membership interests and assets

Loss (gain) on disposal of oil and gas properties

ARO recovered on previously disposed oil and gas assets

Bad debt expense

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Prepaid expenses and other assets

( 4,786,227 )

Accounts payable

( 4,420,222 )

Accrued expenses and other current liabilities

( 1,499,953 )

Related party payables

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Operating lease liabilities

( 2,188,179 )

( 1,304,247 )

Undistributed revenues and royalties

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Proceeds from sale of oil and gas properties

Investment in and acquisition of oil and gas properties

Acquisition of fixed assets

Proceeds from sale of fixed assets

Cash acquired on Merger

Collection of notes receivable

Net cash provided by investing activities

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Repayment of long-term debt

( 8,632,438 )

Proceeds on issuance of long-term debt

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Advances on Simson Maxwell bank credit facility

Net cash provided by (used in) financing activities

( 3,048,788 )

Net cash provided by financing activities

Net decrease in cash

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Cash, end of year

Supplemental Cash Flow Information:

Cash paid for interest

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Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Issuance of shares on conversion of debt

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

Issuance of shares on conversion of debt

Addition of right-of-use asset and lease liability

Issuance of shares for purchase of VIE interests

Issuance of preferred shares for purchase of VIE interests

Contingent obligation associated with acquisition of VIE interests

Issuance of warrants for services

Issuance of shares on conversion on conversion of accrued interest on debt

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

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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 December 31, 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.

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(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.

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

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.

The Company is also exploring other 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.

Custom Energy and Power Solutions:

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In August 2021, Viking entered into a license agreement with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”).

The intellectual property licensed by Viking includes certain patents and/or patent applications, including:

10,774,733, File date:

October 24, 2018, Issue date:

September 15, 2020, Titled:

“Bottoming Cycle Power System”;

17/661,382, Issue date:

August 8, 2023, Titled:

‘Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products’;

11624307, Issue date:

April 22, 2023, Titled:

‘Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide’ (iv) European (validated in the United Kingdom, France and Germany) Patent No.:

EP3728891, Issue date:

April 12, 2023, Titled:

“Bottoming Cycle Power System”;

Patent Application No.:

17/224,200, File date:

April 7, 2021, Titled:

“Bottoming Cycle Power System” (which was subsequently approved by the U.S.

Patent & Trademark Office in March, 2022 (No.

Patent Application No.:

17/358,197, File date:

June 25, 2021, Titled:

“Bottoming Cycle Power System”;

Patent Application No.:

17/448,943, File date:

September 27, 2021, Titled:

“Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide”;

and (viii) U.S.

Patent Application No.:

17/448,938, File date:

September 27, 2021, Titled:

“Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products .

The intellectual property licensed by Viking includes certain patents and/or patent applications.

The ESG clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100 % of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities.

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.

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The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (“WTE”) facilities in many locations around the world.

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.

Broken Conductor Protection Technologies:

In February 2022, Viking acquired a 51 % interest in two entities, Viking Sentinel and Viking Protection, that own the intellectual property rights to patented and patent pending proprietary electric transmission and distribution broken conductor protection 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.

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Oil and Gas Properties

Existing Assets:

As of December 31, 2023, the Company owns leasehold interests (working interests) in properties producing from the Cline and Wolfberry formations in Texas.

Divestitures in 2024:

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 in the amount of $ 854,465 , as follows:

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)

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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.

Loss on disposal

$ ( 755,506 )

Divestitures in 2023:

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 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 unchanged sentence

ARO recovered

Loss on disposal

$ ( 8,961,705 )

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.

Cash bond recoverable (net of fees)

Gain on disposal

As of December 31, 2024, the Company did not hold any interest in producing oil and gas properties.

Going Concern

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(ii) change in fair value of derivative liability of $ 18,306,398 ;

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

(iii) amortization of debt discount of $ 3,349,404 ;

(iv) depreciation, depletion and amortization of $ 1,002,562 ;

(v) impairment of oil and gas and intangible assets of $ 1,016,760 , and;

(vi) accretion of asset retirement obligation of $ 155,463 .

As of December 31, 2023, the Company had a stockholders’ equity of $ 24,297,733 , long-term debt, net of current, of $ 39,971,927 and a working capital deficiency of $ 12,142,644 .

The largest components of current liabilities creating this working capital deficiency is drawings by Simson-Maxwell against its bank credit facility of $ 3,365,995 , accrued interest on notes payable to Discover of $ 5,052,487 and a derivative liability of $ 3,863,321 .

(iv) impairment of intangible assets of $ 2,248,940 ;

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

(vi) depreciation, depletion and amortization of $ 779,632 .

As of December 31, 2024, the Company had stockholders’ deficit of $ 37,819,657 , long-term debt, net of current, of $ 40,483,795 and a working capital deficiency of $ 17,655,810 .

The largest components of current liabilities creating this working capital deficiency are accrued interest on note payable to Discover of $ 6,578,169 , drawings by Simson-Maxwell against its bank credit facility of $ 3,937,008 , an advance from FK Venture, LLC of $ 1,200,000 and amounts due to AGD Advisory Group, Inc., a related party, of $ 960,000 .

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

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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.

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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.

Changes in Presentation and Reclassifications

The following items have been reclassified in the Consolidated Statement of Cash Flows for the year ended December 31, 2022 to conform to the current year presentation:

(i) amortization of right of use assets and change in operating lease liabilities have been separately disclosed, and;

(ii) bad debt expense has been separately disclosed.

These reclassifications had no effect on the Company’s consolidated operating results, financial condition or cash flows.

The Company adopted ASU 2023-07 for the annual reporting period ended 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.

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

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Significant areas requiring the use of management estimates relate to the determination of the fair value of the Company’s various series of preferred stock, impairment of long-lived assets, goodwill, fair value of commodity derivatives, stock-based compensation, asset retirement obligations, and the determination of expected tax rates for future income tax recoveries.

The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties.

There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures.

Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks.

Actual results could differ from the estimates and assumptions utilized.

e) Financial Instruments

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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 cash and cash equivalents, accounts receivable, accounts payable, derivative liabilities, debt instruments and certain other assets and liabilities 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 consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and certain other assets and liabilities 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:

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As of December 31, 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 year ended December 31, 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 year ended December 31, 2024 are classified below based on the fair value hierarchy described above:

Significant Unobservable

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$ ( 18,306,398 )

Derivative liability – Convertible Debt

( 1,766,648 )

$ ( 9,150,459 )

f) Cash and Cash Equivalents

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g) Accounts Receivable

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 credit losses.

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

At December 31, 2023 and December 31, 2022, 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.

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( 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.

The Company uses a third-party engineering firm to estimate its oil and gas reserves.

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.

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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.

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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.

o) Intangible Assets

l) 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.

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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.

p) Income (Loss) per Share

m) Income (Loss) per Share

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

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For the years ended December 31, 2024 and 2023, there were approximately 2,369,508 and 15,998,576 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

q) 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 years ended December 31, 2023 and 2022:

Natural gas and natural gas liquids

Well operations

n) Revenue Recognition

Power Generation Revenues

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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 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.

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 to 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 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.

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Service and repairs

r) 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.

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The valuation allowance is then adjusted accordingly.

s) 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.

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

t) 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.

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

u) Accounting for Asset Retirement Obligations

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 its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws.

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Asset retirement obligation – beginning

ARO recovered on sale of assets

ARO recovered on disposal of membership interests

( 1,104,806 )

ARO recovered on previously disposed membership interests

ARO acquired on the Merger

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Asset retirement obligation – ending

v) Derivative Liabilities

At December 31, 2024, the Company had no oil and gas assets, The asset retirement obligation balance at December 31, 2024 is in respect of Petrodome’s prior working interest in an abandoned offshore well which was the subject of a decommissioning order (the “Order”) issued by the Bureau of Safety and Environmental Enforcement (“BSEE”) in April 2019, to which Petrodome was a named party.

Petrodome filed an appeal with the Interior Board of Land Appeals (“IBLA) in 2019.

Petrodome and the BSEE subsequently jointly requested, and received, a stay of the Order from the IBLA that remained in effect at December 31.

The Company understands that decommissioning activity has begun and will retain this obligation pending resolution of the Order.

s) Derivative Liabilities

Convertible Preferred Shares

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

w) 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.

x) Subsequent events

The Company has evaluated all subsequent events from December 31, 2023 through the date of filing of this report (see Note 17).

u) Subsequent events

The Company has evaluated all subsequent events from December 31, 2024 through May 12, 2025 (see Note 17).

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.

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.

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 was 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.

This was determined as follows:

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Total Net Assets Acquired and Liabilities Assumed

At September 30, 2023, the Company concluded that the significant decline in the Company’s share price between the date of the Merger and September 30, 2023 was an indicator of impairment and therefore performed an impairment assessment at that date.

Based upon this assessment, the Company recorded an impairment charge of $ 14,486,745 during the year ended December 31, 2023.

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 quarter 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 at September 30, 2024.

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 consolidated statement of operations for the year ended December 31, 2024.

Oil and Gas Properties

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$ ( 1,127,950 )

$ ( 347,050 )

Accumulated depreciation, depletion and amortization

( 2,803,375 )

Proved developed producing oil and gas properties, net

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Undeveloped and non-producing oil and gas properties, net

$ ( 216,805 )

Total Oil and Gas Properties, Net

$ ( 1,083,576 )

During the year ended December 31, 2023, the Company recorded an addition to oil and gas properties of $ 1,475,000 related to the merger with Camber (see Note 5).

For the year ended December 31, 2023, the Company recorded a disposal of $ 1,049,229 ($ 1,285,918 less $ 236,689 of depletion expense) related to the sale of its assets in Kansas and Texas (see Note 2 – 2023 Divestitures) and an impairment charge of $ 347,050 related to its remaining oil and gas assets driven by a decrease in commodity prices.

During the year ended December 31, 2024, the Company disposed of its remaining working interests in its producing oil and gas properties (see Note 2).

Intangible Assets

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Year nine and after

The Company’s management believes that the Trigger Date could occur as early as the second 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.

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Accumulated amortization

( 1,041,103 )

Other intangibles – Simson-Maxwell – Customer Relationships and Brand

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The Company periodically reviews the fair value of the Customer Relationships and Brand to determine if an impairment charge should be recognized.

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

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

For the year ended December 31, 2024, the Company determined that the Customer Relationships and Brand intangibles were fully impaired due to lower actual and forecast revenue growth as compared to the date of acquisition and recurring net losses, and recorded an impairment charge of $ 698,011 related to Customer Relationships and $ 1,550,929 related to the Brand.

For the year ended December 31, 2023, the Company recorded an impairment charge of $ 311,837 related to the 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 December 31, 2024 and 2023:

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( 3,370,422 )

( 1,121,482 )

Accumulated amortization

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Upon the sale of 100k units

$ 1.06 (avg.)

$ 500,000,000

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

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was $ 960,000 and $ 600,000 , respectively, and is included in accounts payable.

During the year ended December 31, 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 years ended December 31, 2024 and 2023, the Company paid or accrued $ 360,000 and $ 280,000 , 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 years ended December 31, 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 December 31, 2023.

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

Simson-Maxwell

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Notes payable - related parties, net of current portion

On June 1, 2023, Simson-Maxwell issued CAD$457,000 ($ 345,060 ) in promissory notes to related parties.

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

Noncontrolling Interests

In August 2024, Simson-Maxwell issued CAD$136,150 ($ 94,526 ) in promissory notes to related parties.

The notes have no fixed repayment terms and bear interest at 12 % per annum, payable monthly.

Non-controlling Interests

The following discloses the effects of changes in the Company’s ownership interest in Simson-Maxwell, and on the Company’s equity for the year ended December 31, 2024:

Noncontrolling interest - January 1, 2023

Net loss attributable to noncontrolling interest

Noncontrolling interest – December 31, 2023

Non-controlling interest - January 1, 2024

Net loss attributable to non-controlling interest

( 1,948,897 )

Non-controlling interest – December 31, 2024

The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel and Viking Protection in the aggregate, and on the Company’s equity for the year ended December 31, 2024:

Noncontrolling interest - January 1, 2023

Net loss attributable to noncontrolling interest

Noncontrolling interest – December 31, 2023

Non-controlling interest - January 1, 2024

Net loss attributable to non-controlling interest

Non-controlling interest – December 31, 2024

Long-Term Debt and Other Short-Term Borrowings

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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 at December 31, 2023 is shown net of unamortized debt discount of $9,714,868.

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 $6,488,422 and $9,714,868 at December 31, 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 was 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.

The balance at December 31, 2022 is shown is net of unamortized discount of $12,224.

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 was 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 of such notes.

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 ($0.4158 per share).

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 year ended December 31, 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.

9 unchanged sentences

Principal maturities of long-term debt for the next five years and thereafter are as follows:

Twelve-month period ended December 31,

Years ending December 31,

Unamortized Discount

1 unchanged sentence

$ ( 6,488,422 )

Advance from FK Venture LLC

During the year ended December 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 December 31, 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 .

The balance outstanding under this credit facility is CAD $4,457,947 ($ 3,365,995 ) and CAD $4,139,785 ($ 3,111,350 ) as of December 31, 2023 and 2022, respectively.

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 $5,670,658 ($ 3,937,008 ) and CAD $4,457,947 ($ 3,365,995 ) as of December 31, 2024 and December 31, 2023, respectively.

Derivative Liability

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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.

In addition, if the Company has not complied with certain provisions of the COD, the Measurement Period does not end until the Company is in compliance.

In addition, if the Company has not complied with certain provisions of the COD, the Measurement Period does not end until the Company is complying.

The potential obligation to issue True-Up shares after the conversion date is a derivative liability.

3 unchanged sentences

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 year ended December 31, 2024 was as follows:

Carrying amount at beginning of year

Derivative liability recognized on Merger

Change in fair value

1 unchanged sentence

( 5,649,071 )

Reclassification of True-Up share obligation from liability to equity

( 16,253,757 )

Carrying amount at end of year

22 unchanged sentences

During the year ended December 31, 2024, the Company issued a total of 138,834,937 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 111,149,679 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, 23,670,894 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

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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 December 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.

If the outstanding Series C Preferred Stock were converted as of December 31, 2023, 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:

Estimated number of shares issuable for conversion at $ 162.50 per share at September 30, 2023

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:

Estimated number of shares issuable for conversion at $ 162.50 per share at December 31, 2024

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 December 31, 2023, Antilles was entitled to approximately 34,488,937 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 December 31, 2024, the number of remaining True-Up shares due to be issued from prior conversions was 21,574,679 .

(iii) Series G Redeemable Convertible Preferred Stock

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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 December 31, 2023.

The following table represents stock warrant activity as of and for the year ended December 31, 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 year ended December 31, 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 years ended December 31, 2024 and 2023:

Contractual Life

1 unchanged sentence

Forfeited/expired/cancelled

( 1,349,727 )

Warrants Outstanding – December 31, 2024

Outstanding Exercisable – December 31, 2024

Contractual Life

Warrants Outstanding – December 31, 2022

Forfeited/expired/cancelled

( 1,679,229 )

Warrants Outstanding – December 31, 2024

Outstanding Exercisable – December 31, 2024

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.

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 $ 80,318 and $ 96,382 for the years ended December 31, 2023 and 2022, respectively.

The lease expired on November 30, 2023 and the Company has moved to new premises rented on a month-to-month basis.

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 $ 7,806,110 .

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.

2 unchanged sentences

Vehicle and Equipment

2028 and thereafter

Less imputed interest

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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 seek to recover damages for the alleged breaches.

The defendants deny the allegations and intend to move to dismiss the case.

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

6 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.

On January 20, 2023, the U.S.

District Court held that certain claims brought by the plaintiff relating to director actions and statements made in proxy statements prior to June 30, 2019, were time barred, but did not dismiss certain claims brought by plaintiff relating to director actions and statements made in proxy statements after June 30, 2019.

On January 20, 2023, the Court held that certain claims brought by the plaintiff relating to director actions and statements made in proxy statements prior to June 30, 2019, were time barred, but did not dismiss certain claims brought by plaintiff relating to director actions and statements made in proxy statements after June 30, 2019.

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.

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 U.S.

District 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, and it remains pending.

The defendants deny the allegations contained in the Houston Derivative Complaint.

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 was paid by the Company’s insurer.

Maranatha Oil Matter

8 unchanged sentences

Petrodome Matter

In or about late 2011 or early 2012, Petrodome Operating, LLC (“Petrodome Operating”), a wholly-owned subsidiary of Petrodome Energy, LLC (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.

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.

2 unchanged sentences

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.

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.

2 unchanged sentences

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 or about February, 2024, the action commenced by the Mineral Owners was dismissed with prejudice.

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 (the “Archrock Claim”) 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, LLC 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 Archrock Claim.

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.

The Company files income tax returns in the United States and Canada federal jurisdictions.

At December 31, 2023, the Company had estimated net operating loss carry forwards realized subsequent to the date of the Merger of approximately $ 4.4 million.

At December 31, 2023 and 2022, Camber Energy, Inc.

had pre-Merger operating loss carryforwards of approximately $ 71.9 million and $ 67.1 million, respectively, which can be applied only to the future taxable income of Camber Energy Inc.

The Company has estimated that $ 44.5 million of this net operating loss could potentially be lost due to the IRC Section 382 limitation as a result of an ownership change that occurred during the year ended March 31, 2017.

At December 31, 2023 and 2022, Viking Energy, Inc.

had pre-Merger operating loss carryforwards of approximately $ 49.2 million and $ 48.0 million, respectively, which can be applied only to the future taxable income of Viking Energy Inc.

In addition, the Company, through its subsidiary Simson-Maxwell, has estimated foreign loss carryforwards of approximately $ 6.8 million and $ 6.3 million as of December 31, 2023 and 2022, respectively, which expire between 2038 and 2043 .

At December 31, 2024, the Company had United States and Canada net operating loss carry forwards of $ 23.9 million and $ 3.8 million, respectively.

$ 17.9 million of the United States net operating losses expire from 2029 to 2037 , with the remainder carried forward indefinitely.

Canada net operating losses expire from 2038 to 2044.

At December 31.

2024, the Company estimated that Viking Energy, Inc.

had no pre-Marger operating loss carry forwards as a result of the IRC Section 382 limitation.

The potential benefit of these net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years.

1 unchanged sentence

For the Years Ended

$ ( 2,019,576 )

( 1,606,355 )

Total current tax benefit

$ ( 3,625,931 )

Deferred tax timing differences

$ ( 3,642,729 )

$ ( 703,407 )

Total deferred tax timing differences

$ ( 3,816,576 )

$ ( 703,407 )

Increase in valuation allowance

Increase (decrease) in valuation allowance

Income tax expense (benefit)

As a result of the Merger, the Company acquired approximately $ 20.3 million of deferred tax timing differences against which a valuation allowance of approximately $ 20.3 million had been recorded.

The components of deferred tax assets and liabilities as of December 31, 2023, and 2022 is as follows (2022 figures have been revised to reflect final tax filing):

In 2024, following the disposal of its remaining oil and gas assets, the Company eliminated the balances of deferred tax timing differences related to its oil and gas business.

The components of deferred tax assets and liabilities as of December 31, 2024, and 2023 are as follows:

Deferred tax assets:

NOL carry forwards

Capital loss carry forwards

Bad debt reserves

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Derivative gains

$ ( 121,947 )

Bargain purchase and other gains

( 10,836,356 )

( 9,760,490 )

Total deferred tax liabilities

( 10,958,303 )

( 9,882,437 )

Deferred tax assets - before valuation allowance

Less valuation allowance

( 51,475,560 )

( 27,387,557 )

Deferred tax asset (liability) - net

The Company maintains a valuation allowance upon the net federal and foreign deferred tax asset.

A reconciliation of the federal and state statutory income tax rates to the Company’s effective income tax rate applicable to income before income tax benefit from continuing operations is as follows for the years ended December 31, 2024 and 2023:

For the Years Ended

Continuing operations

Expected provision at US statutory rate

6 unchanged sentences

As of December 31, 2024, the U.S.

and Canadian tax returns for the Company for the years ending 2018 through 2022 remain open to examination by the respective tax authorities.

and Canadian tax returns for the Company for the years ending 2018 through 2024 remain open to assessment by the respective tax authorities.

Net operating loss carryforwards remain subject to examination until the tax year in which the net operating loss is used closes for assessment.

The Company and its subsidiaries are not currently under examination for any period.

7 unchanged sentences

We evaluate segment performance based on revenue and operating income (loss).

Information related to our reportable segments and our consolidated results for the year ended December 31, 2023 is presented below.

Information related to our reportable segments and our consolidated results for the years ended December 31, 2024 and 2023 is presented below.

Year Ended December 31, 2024

5 unchanged sentences

General and administrative

Impairment of oil and gas and intangible assets

Stock-based compensation

Impairment of intangible assets

Depreciation, depletion and amortization

8 unchanged sentences

Total Consolidated Assets

$ 101,711,947

Year Ended December 31, 2023

5 unchanged sentences

General and administrative

Stock based compensation

Impairment of intangible assets

Impairment of oil and gas and intangible assets

Depreciation, depletion and amortization

9 unchanged sentences

Subsequent Events

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 deadline for the Plaintiff to appeal the Court’s decision expired on or about April 30, 2025.

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 Technology Promissory Notes

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 .

On April 29, 2025, Viking Ozone entered into a short-term loan arrangement with an accredited investor (the “Investor”).

Pursuant to the transaction, Viking Ozone issued the Investor a promissory note in the principal amount of $ 500,000 (the “Note”).

The Note bears interest at a fixed rate equal to 10 % of the principal amount and matures on the earlier of (i) September 30, 2025 , or (ii) the date VOT receives proceeds from the sale of the VKIN-300 waste treatment system that was shipped to France in the first quarter of 2025

The Company was not a party to the Note and the Note did not include any conversion rights or warrant issuances.

Series C Preferred Stock:

On or about February 14, 2024 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 $ 0.158 .

Consequently, as of March 20, 2024, the Company estimates there to be:

(i) approximately 21.4 million underlying shares of common stock associated with the potential conversion of the 30 shares of Series C Preferred Stock outstanding;

and (ii) approximately 105.6 million 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.

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 .

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

On April 8, 2025, the Company issued 8,007,281 Common Shares 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.

Between January 1 and May 12, 2025, the Company issued 6,645,406 True-Up Shares to Antilles in connection with Delivery Notices submitted by Antilles.

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (unaudited)

4 unchanged sentences

These two dispositions represented 100% of the reserves owned by Viking and its subsidiaries.

The Company’s remaining reserves at December 31, 2023 consist solely of the reserves acquired on the merger with Camber.

On February 1, 2024, the Company sold its working interest in oil and gas properties producing from the Cline and Wolfberry formations in Texas.

At December 31, 2024, the Company did not hold any interest in producing oil and gas properties.

Results of Operations

8 unchanged sentences

Under SEC reporting requirements, proved undeveloped reserves include only those reserves in which the Company has current plans to develop, generally within five years.

During 2023 and 2022, the Company made several strategic dispositions which has modified its capital expenditure plans.

The Company currently has no firm commitments to drill or otherwise develop its proved undeveloped reserves.

As of December 31, 2022, the Company has reclassified all of its proved undeveloped properties to unproved reserves.

At December 31, 2024, the Company did not have an ownership interest in any oil and gas reserves.

Estimated Quantities of Proved Reserves (BOE)

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Sales of reserves

(12,334,224 )

Revisions of previous quantity estimates

7 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data