What changed in this filing

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Item 1. Financial Statements

2025-05-21 compared with 2024-11-13 · 245 added, 541 removed, 690 unchanged (53% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, net

2 unchanged sentences

Total current assets

Oil and gas properties, full cost method

Proved oil and gas properties, net

Total oil and gas properties, net

Fixed assets, net

1 unchanged sentence

ESG Clean Energy license, net

Other intangibles - Simson Maxwell, net

Other intangibles - Variable Interest Entities

Due from related parties

Deposits and other assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

3 unchanged sentences

Undistributed revenues and royalties

Current portion of operating lease liability

Current portion of operating lease liabilities

Due to related parties

6 unchanged sentences

Notes payable - related parties - net of current portion

Operating lease liability, net of current portion

Operating lease liabilities, net of current portion

Contingent obligations

2 unchanged sentences

Commitments and contingencies (Note 11)

STOCKHOLDERS’ EQUITY

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

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

STOCKHOLDERS’ DEFICIT

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Preferred stock Series C, $ 0.001 per value, 5,200 shares authorized, 30 shares issued and outstanding as of March 31, 2025 and December 31, 2024.

Liquidation preference of $ 1,033,950 .

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

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of March 31, 2025 and December 31, 2024.

Liquidation preference of nil.

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

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

Common stock to be issued on true-up of prior Series C Preferred stock conversions

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 264,782,264 and 258,136,858 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Common stock to be issued on true-up of prior Series C Preferred stock conversions ( 14,929,273 and 21,574,679 shares as of March 31.

2025 and December 31.

2024, respectively)

Additional paid-in capital

3 unchanged sentences

( 208,492,886 )

Parent’s stockholders’ deficit in Camber

Parent’s stockholders’ deficit in Camber Energy, Inc.

( 48,139,241 )

1 unchanged sentence

Non-controlling interest

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ DEFICIT

( 40,927,038 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

( 37,819,657 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

2 unchanged sentences

Three Months Ended

Nine months ended

September 30,

Power generation units and parts

Service and repairs

Oil and gas sales

Total revenue

Operating expenses

Cost of goods sold

Lease operating costs

General and administrative

Stock-based compensation

Depreciation, depletion and amortization

Depreciation, depletion & amortization

Lease operating costs

Accretion - asset retirement obligation

3 unchanged sentences

( 2,258,561 )

( 3,213,593 )

Other income (expense)

Interest expense, net

( 1,702,638 )

Interest expense

Amortization of debt discount

( 2,538,362 )

Change in fair value of derivative liability

( 5,986,536 )

( 18,573,289 )

( 5,803,791 )

Loss on disposal of membership interests

Loss on extinguishment of debt

Goodwill impairment

( 34,860,411 )

Change in fair value of derivatives

( 22,117,007 )

Loss on disposal of oil and gas properties

Other income (expense)

Total other expense, net

1 unchanged sentence

( 24,359,654 )

( 58,553,758 )

( 7,572,090 )

Net loss before income taxes

1 unchanged sentence

( 26,618,215 )

( 63,944,509 )

( 10,785,683 )

Income tax benefit (expense)

1 unchanged sentence

( 26,618,215 )

( 63,944,509 )

( 10,785,683 )

Net income (loss) attributable to non-controlling interest

Net loss attributable to non-controlling interest

Net loss attributable to Camber Energy, Inc.

1 unchanged sentence

$ ( 26,266,332 )

$ ( 63,098,263 )

$ ( 10,719,328 )

Loss per share of common stock

Basic and Diluted

Weighted average number of shares of common stock outstanding

Basic and Diluted

Loss per common share, basic and diluted

Weighted average number of common shares outstanding, basic and diluted

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

2 unchanged sentences

Three Months Ended

Nine months ended

September 30,

$ ( 3,191,653 )

$ ( 26,618,215 )

$ ( 63,944,509 )

$ ( 10,785,683 )

Foreign currency translation adjustment

2 unchanged sentences

( 26,614,935 )

( 63,989,167 )

( 10,664,188 )

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

Profit (loss) attributable to non-controlling interest

Less comprehensive loss attributable to non-controlling interest

Loss attributable to non-controlling interest

Foreign currency translation adjustment attributable to non-controlling interest

Comprehensive profit (loss) attributable to non-controlling interest

Comprehensive loss attributable to Camber

$ ( 34,258,368 )

$ ( 8,168,673 )

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to Camber Energy, Inc.

$ ( 2,669,108 )

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

1 unchanged sentence

$ ( 26,618,215 )

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

Goodwill impairment

Adjustments to reconcile net loss to cash provided by (used) in operating activities:

Change in fair value of derivative liability

4 unchanged sentences

Amortization of debt discount

Loss on extinguishment of debt

Net loss on disposal of membership interests and assets

Loss on disposal of oil and gas properties

Foreign currency translation adjustment

Changes in operating assets and liabilities:

Accounts receivable

( 1,219,447 )

Prepaids and other current assets

Accounts receivable, net

Prepaids and other assets

Accounts payable

3 unchanged sentences

Customer deposits

( 1,632,651 )

( 2,290,511 )

Operating lease liabilities

( 1,255,595 )

( 1,002,295 )

Undistributed revenues and royalties

Net cash used in operating activities

( 1,454,022 )

Net cash provided by (used in) operating activities

( 1,185,014 )

2 unchanged sentences

Acquisition of fixed assets

Cash acquired on Merger

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Repayment of long-term debt

Proceeds of long-term debt

Repayment of non-interest-bearing advances from Parent

( 2,120,000 )

Advances from bank credit facility

Proceeds from promissory notes, related parties, net

Net cash provided by financing activities

Net decrease in cash

( 1,806,750 )

Cash, beginning of period

Cash, end of period

Advances from (repayment of) bank credit facility

Repayment of promissory notes, related parties

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental Cash Flow Information:

3 unchanged sentences

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

Issuance of common stock on conversion of debt

Issuance of common stock on conversion of accrued interest on debt

Addition of right-of-use asset and lease liability

Acquisition of right of use assets through operating lease

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

CAMBER ENERGY, INC.

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

For the nine months ended September 30, 2024

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

For the three months ended March 31, 2025

Preferred Stock

2 unchanged sentences

Preferred Stock

Other Comprehensive

Common Stock to be

Accumulated Other

Comprehensive

Noncontrolling

4 unchanged sentences

$ ( 208,492,886 )

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

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

Common shares issued for services

Foreign currency translation adjustment

$ ( 37,819,657 )

$ ( 26,351,568 )

Balances at March 31, 2024

$ 142,784,797

$ ( 246,675 )

$ ( 166,455,904 )

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

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

( 6,645,406 )

( 1,063,265 )

$ ( 3,505,226 )

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

Foreign currency translation adjustment

1 unchanged sentence

( 3,191,653 )

Balances at June 30, 2024

$ 150,172,784

$ ( 292,002 )

$ ( 169,181,677 )

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

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

( 36,103,638 )

( 5,776,582 )

$ ( 5,776,582 )

Foreign currency translation adjustment

( 34,267,479 )

$ ( 34,771,681 )

Balances at September 30, 2024

$ 155,913,262

Balances at March 31, 2025

$ 160,467,882

1 unchanged sentence

$ ( 40,927,038 )

For the nine months ended September 30, 2023

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

For the three months ended March 31, 2024

Preferred Stock

2 unchanged sentences

Preferred Stock

Common Stock to be Issued

Other Comprehensive

Noncontrolling

Common Stock to be

Comprehensive

Stockholders'

3 unchanged sentences

$ ( 140,350,893 )

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

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

Common shares issued for services

Foreign currency translation adjustment

5 unchanged sentences

$ ( 166,617,225 )

Shares issued on conversion of debt

Shares issues on exercise of warrants

Foreign currency translation adjustment

$ ( 1,276,012 )

Balances at June 30, 2023

$ 128,123,420

$ ( 315,570 )

$ ( 124,731,438 )

Reverse merger adjustment

( 4,428,916 )

$ ( 4,396,034 )

Shares issued on conversion of debt

Shares issued on conversion of Series H preferred stock

Shares issued on conversion of Series C preferred stock

Shares issued on true-up of Series C preferred stock

Foreign currency translation adjustment

( 8,175,563 )

$ ( 7,877,344 )

Balances at September 30, 2023

$ 134,072,578

$ ( 304,182 )

$ ( 132,907,001 )

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

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

Merger with Viking Energy Group, Inc.

On August 1, 2023, Camber Energy, Inc.

(“Camber”, the “Company”, “we”, “us” or “our”) completed the previously announced merger (the “Merger”) with Viking Energy Group, Inc.

(“Viking”) pursuant to the terms and conditions of the Agreement and Plan of Merger between Camber and Viking dated February 15, 2021, which was amended on April 18, 2023 (as amended, the “Merger Agreement”), with Viking surviving the Merger as a wholly owned subsidiary of Camber.

Upon the terms and conditions in the Merger Agreement, each share:

(i ) of common stock, par value $0.001 per share, of Viking (the “Viking Common Stock”) issued and outstanding, other than shares owned by Camber, was converted into the right to receive one share of common stock of Camber (the “Camber Common Stock”);

(ii) of Series C Preferred Stock of Viking (the “Viking Series C Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “New Camber Series A Preferred Stock”) and (iii) of Series E Convertible Preferred Stock of Viking (the “Viking Series E Preferred Stock,” and, together with the Viking Series C Preferred Stock, the “Viking Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series H Preferred Stock of Camber (the “New Camber Series H Preferred Stock,” and, together with the New Camber Series A Preferred Stock, the “New Camber Preferred”).

Each share of New Camber Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation preventing conversion into Camber Common Stock if the holder would be deemed to beneficially own more than 9.99 % of Camber Common Stock), is treated equally with Camber Common Stock with respect to dividends and liquidation, and only has voting rights with respect to voting:

(a) on a proposal to increase or reduce Camber’s share capital;

(b) on a resolution to approve the terms of a buy-back agreement;

(d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking;

(f) during the winding-up of Camber;

and/or (g) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party.

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.

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.

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.

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.

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.

Company Overview and Operations

Camber Energy, Inc.

(“Camber”) is a growth-oriented diversified energy company.

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

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

(i) an entity with intellectual property rights to a fully developed, patented, proprietary medical and bio-hazard waste treatment system using ozone technology;

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

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.

In August, 2023, Camber merged with Viking Energy Group, Inc.

(“Viking”), with Viking surviving the merger as a wholly-owned subsidiary of Camber.

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).

Custom Energy and Power Solutions:

Simson-Maxwell Acquisition

Simson-Maxwell:

On August 6, 2021, Viking acquired approximately 60.5 % of the issued and outstanding shares of Simson-Maxwell Ltd.

4 unchanged sentences

Operating for over 80 years, Simson-Maxwell’s seven branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

Also, see Note 13, Subsequent Events.

Clean Energy and Carbon-Capture System:

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 the patents and/or patent applications related to this technology

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.

5 unchanged sentences

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 and patent pending proprietary electric transmission and distribution open conductor detection systems.

Broken Conductor Protection Technologies:

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.

10 unchanged sentences

$ ( 755,506 )

Divestitures in 2023:

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

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

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

Proceeds from sale (net of transaction costs)

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

( 1,049,229 )

ARO recovered

Cash bond recoverable (net of fees)

Gain on disposal

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

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

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

As of March 31, 2025, the Company did not hold any interest in producing oil and gas properties.

Going Concern

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

The Company generated a net loss of $( 63,944,509 ) for the nine months ended September 30, 2024, as compared to a net loss of $( 10,785,683 ) for the nine months ended September 30, 2023.

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

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

The Company generated a net loss of $( 3,191,653 ) for the three months ended March 31, 2025, as compared to a net loss of $( 26,618,215 ) for the three months ended March 31, 2024.

The loss for the three months ended March 31, 2025, was comprised of, among other things, certain non-cash items, including:

(i) amortization of debt discount of $ 793,381 ;

(ii) change in fair value of derivative liability of $ 266,891 ;

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

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

(v) loss on disposal of membership interests of $ 755,506 ;

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

As of September 30, 2024, the Company had a stockholders’ deficit of $( 31,662,829 ), long-term debt, net of current, of $ 39,673,475 and a working capital deficiency of $ 14,221,385 .

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

and (iii) depreciation, depletion and amortization of $ 136,847 .

As of March 31, 2025, the Company had stockholders’ deficit of $( 40,927,038 ), long-term debt, net of current, of $ 41,276,474 and a working capital deficiency of $( 19,821,650 ).

The largest components of current liabilities creating this working capital deficiency are accrued interest on notes payable to Discover Growth Fund, LLC (“Discover”) of $ 6,953,336 , drawings by Simson-Maxwell against its bank credit facility of $ 3,782,332 , an advance from FK Venture, LLC of $ 1,200,000 and amounts due to AGD Advisory Group, Inc., a related party, of $ 1,110,000 .

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

10 unchanged sentences

Retrospective application is permitted..

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

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

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

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

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

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

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

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

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

Early adoption is permitted.

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

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

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

The Company adopted ASU 2023-09 for the fiscal year beginning January 1, 2025.

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

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

1 unchanged sentence

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

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

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

The Company adopted ASU 2023-05 on January 1, 2025.

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

1 unchanged sentence

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

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

The carrying amounts reported in the condensed consolidated balance sheets for deposits, accrued expenses and other current liabilities, accounts payable, amount due to director, 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:

2 unchanged sentences

inputs to the valuation methodology are unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

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

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

As of March 31, 2025, 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 three months ended March 31, 2025 are classified below based on the fair value hierarchy described above:

Identical Assets

Significant Unobservable

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

Total Gains (Losses) (three months ended March 31, 2025)

Financial liabilities:

6 unchanged sentences

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 ageing, the debtors’ current ability to pay its obligation to the Company and existing industry and economic data.

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

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

3 unchanged sentences

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

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

At March 31, 2025 and December 31, 2024, the Company had a reserve for expected credit losses on power generation accounts receivable of $ 82,711 and $ 82,569 , respectively.

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

2 unchanged sentences

At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items.

Inventory consisted of the following at September 30, 2024 and December 31, 2023:

September 30,

Inventory consisted of the following at March 31, 2025 and December 31, 2024:

Units and work-in-process

22 unchanged sentences

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

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

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

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

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

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

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

This quantitative test requires various judgments and estimates.

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

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

l) Intangible Assets

k) Intangible Assets

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

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

These intangible assets are described in detail in Note 7.

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

3 unchanged sentences

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

m) Income (Loss) per Share

l) Income (Loss) per Share

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

3 unchanged sentences

Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive.

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

n) Revenue Recognition

For the three months ended March 31, 2025 and 2024, there were approximately 2,369,508 and 15,878,576 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

m) Revenue Recognition

Power Generation Revenues

7 unchanged sentences

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

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

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

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

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

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

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

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

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Most service and repairs are completed within one or two days.

The following table disaggregates Simson-Maxwell’s revenue by source for the three and nine months ended September 30, 2024 and 2023:

The following table disaggregates Simson-Maxwell’s revenue by source for the three months ended March 31, 2025 and 2024:

Three Months Ended

Nine months ended

September 30,

Power generation units

2 unchanged sentences

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.

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.

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.

Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates for the year in which the differences are expected to reverse.

The Company recognizes deferred tax assets and liabilities to the extent that we believe that these assets and/or liabilities are more likely than not to be realized.

In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations.

If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized.

The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income.

The valuation allowance is then adjusted accordingly.

p) Stock-Based Compensation

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

Performance obligations primarily comprised 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 was separately identifiable and represented a distinct performance obligation to which the transaction price was allocated.

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

n) Stock-Based Compensation

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

2 unchanged sentences

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

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

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

2 unchanged sentences

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

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

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

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

q) Impairment of Long-lived Assets

o) Impairment of Long-lived Assets

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

5 unchanged sentences

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

r) Accounting for Asset Retirement Obligations

p) Accounting for Asset Retirement Obligations

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

1 unchanged sentence

The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties.

The following table describes the changes in the Company’s asset retirement obligations for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30,

The following table describes the changes in the Company’s asset retirement obligations for the three months ended March 31, 2025 and 2024:

Three Months Ended

Asset retirement obligation – beginning

ARO recovered on disposal of membership interests

ARO acquired on the Merger

ARO recovered on disposal of oil and gas properties

Accretion expense

Asset retirement obligation – ending

s) Derivative Liabilities

The Company had no oil and gas assets at March 31, 2025.

The ARO balance relates to 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 as of March 31, 2025.

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

q) Derivative Liabilities

Convertible Preferred Shares

29 unchanged sentences

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

t) Undistributed Revenues and Royalties

r) 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.

u) Subsequent events

The Company has evaluated all subsequent events from September 30, 2024 through the date of filing of this report (see Note 16).

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.

This was determined as follows:

Number of Viking shares of common stock outstanding at merger date

Viking shareholder ownership interest in the merged entity

Grossed up number of shares

Number of shares theoretically issued to Camber shareholders

Viking share price at date of merger

Consideration transferred

The consideration transferred was allocated to the assets acquired and liabilities assumed of Camber based upon their estimated fair values as of the merger closing date, and any excess value of the consideration transferred over the net assets will be recognized as goodwill, as follows:

Consideration transferred

Net Assets Acquired and Liabilities Assumed (Camber):

Oil and gas properties

Advances due from Viking

Investment in Viking

Total net assets acquired

Accounts payable

Accrued expenses and other current liabilities

Derivative liability

Long term debt

Asset retirement obligations

Total net liabilities assumed

Total Net Assets Acquired and Liabilities Assumed

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

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

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

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

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

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

Oil and Gas Properties

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the nine months ended September 30, 2024:

September 30,

Proved developed producing oil and gas properties

United States cost center

$ ( 1,127,950 )

Accumulated depreciation, depletion and amortization

Proved developed producing oil and gas properties, net

$ ( 1,083,576 )

Undeveloped and non-producing oil and gas properties

United States cost center

Accumulated depreciation, depletion and amortization

Undeveloped and non-producing oil and gas properties, net

Total Oil and Gas Properties, Net

$ ( 1,083,576 )

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

s) Subsequent events

The Company has evaluated all subsequent events from March 31, 2025 through May 21, 2025 (see Note 13).

Intangible Assets

11 unchanged sentences

Year nine and after

The Company’s management believes that the Trigger Date could occur as early as the first quarter of 2025 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.

The Company recognized amortization expense of $ 231,732 for the nine months ended September 30, 2024.

The Company recognized amortization expense of $ 76,116 and $ 76,962 for the three months ended March 31, 2025 and 2024, respectively.

The estimated future amortization expense for each of the next five years is $ 304,465 per year.

The ESG intangible asset consisted of the following at September 30, 2024 and December 31, 2023:

September 30,

The ESG intangible asset consisted of the following at March 31, 2025 and December 31, 2024:

ESG Clean Energy License

Accumulated amortization

( 1,117,219 )

( 1,041,103 )

Other intangibles – Simson-Maxwell – Customer Relationships and Brand

The Company allocated a portion of the purchase price of Simson-Maxwell to Customer Relationships with a fair value of $ 1,677,453 and an estimated useful life of 10 years, and the Simson-Maxwell Brand with a fair value of $ 2,230,673 and an indefinite useful life.

The Company recognized amortization expense for the Customer Relationship intangible of $ 125,924 for the nine months ended September 30, 2024.

The estimated future amortization expense for each of the next five years is $ 167,745 per year.

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

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

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

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

September 30,

During the year ended December 31, 2024, the Company determined that the Customer Relationship 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.

The Other intangibles – Simson-Maxwell consisted of the following at March 31, 2025 and December 31, 2024:

Simson-Maxwell Brand

2 unchanged sentences

( 3,370,422 )

( 1,121,482 )

Accumulated amortization

Intangible Assets - Variable Interest Entity Acquisitions (VIE’s)

Intangible Assets - Variable Interest Entities (VIE’s)

Medical Waste Disposal System

On January 18, 2022, Viking entered into a Securities Purchase Agreement to purchase 51 units, representing 51%, of Viking Ozone, from Choppy Group LLC , a Wyoming limited liability company (“Choppy”), in consideration of the issuance of 8,333,333 shares of Viking common stock to Choppy, 3,333,333 of which shares were issued at closing, 3,333,333 of which shares are to be issued to Choppy after 5 units of the System (as defined below) have been sold , and 1,666,667 of which shares are to be issued to Choppy after 10 units of the System have been sold.

Viking Ozone was organized on or about January 14, 2022, for the purpose of developing and distributing a medical and biohazard waste treatment system using ozone technology (the “System”), and on or about January 14, 2022, Choppy was issued all 100 units of Viking Ozone in consideration of Choppy’s assignment to Viking Ozone of all of Choppy’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with the System, and specifically the invention entitled “Multi-Chamber Medical Waste Ozone-Based Treatment Systems and Methods (Docket No.

RAS-101A) and related patent application.

On January 18, 2022 Viking acquired 51 units (51%) of Viking Ozone from Choppy with Choppy retaining the remaining 49 units (49%) of Viking Ozone, and Viking issued 3,333,333 shares of Viking common stock to Choppy.

Viking and Choppy then entered into an Operating Agreement on January 18, 2022 governing the operation of Viking Ozone.

Based on the closing price of the Company’s stock on January 18, 2022, the fair value was approximately $ 2,000,000 .

The Company determined the acquisition of a 51% interest in Viking Ozone was the acquisition of and initial consolidation of a VIE that is not a business.

On January 18, 2022, Viking purchased 51 units, representing 51%, of Viking Ozone, from Choppy Group LLC , a Wyoming limited liability company (“Choppy”), in consideration of the issuance of 8,333,333 shares of Viking common stock to Choppy, 3,333,333 of which shares were issued at closing, 3,333,333 of which shares are to be issued to Choppy after 5 units of the System (as defined below) have been sold, and 1,666,667 of which shares are to be issued to Choppy after 10 units of the System have been sold.

Viking Ozone was organized on or about January 14, 2022, for the purpose of developing and distributing a medical and biohazard waste treatment system using ozone technology (the “System”).The Company determined the acquisition of a 51 % interest in Viking Ozone was the acquisition of and initial consolidation of a VIE that is not a business.

The acquisition was recorded as follows:

6 unchanged sentences

Non-controlling interest

( 2,420,189 )

Camber ownership interest

Open Conductor Detection Technologies

On February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase 51 units, representing 51% of Viking Sentinel, from Virga Systems LLC, a Wyoming limited liability company (“Virga”), in consideration of the issuance of 416,667 shares of Viking common stock to Virga.

Viking Sentinel was formed on or about January 31, 2022, and Virga was issued all 100 units of Viking Sentinel in consideration of Virga’s assignment to Viking Sentinel of all of Virga’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an end of line protection with trip signal engaging for distribution system, and related patent application(s).

On February 9, 2022 Viking acquired 51 units ( 51 %) of Viking Sentinel from Virga with Virga retaining the remaining 49 units (49%) of Viking Sentinel, and Viking issued 416,667 shares of Viking common stock to Virga.

Viking and Virga then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Sentinel.

Broken Conductor Protection Technologies

On February 9, 2022, Viking purchased 51 units, representing 51 % of Viking Sentinel, from Virga Systems LLC, a Wyoming limited liability company (“Virga”), in consideration of the issuance of 416,667 shares of Viking common stock to Virga.

Viking Sentinel was formed on or about January 31, 2022.

The Company determined the acquisition of a 51 % interest in Viking Sentinel was the acquisition and initial consolidation of a VIE that is not a business.

7 unchanged sentences

Camber ownership interest

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

On February 9, 2022, Viking purchased 51 units , representing a 51 % ownership interest in Viking Protection, from Jedda Holdings LLC (“Jedda”).

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

12 unchanged sentences

There is no guarantee any sales targets will be reached.

Notwithstanding the above, the Company shall not effect any conversion of any shares of Viking Series E Preferred Stock, and Jedda shall not have the right to convert any shares of Viking Series E Preferred Stock, to the extent that after giving effect to the conversion, Jedda (together with Jedda’s affiliates, and any persons acting as a group together with Jedda or any of Jedda’s affiliates) would beneficially own in excess of 4.99% of the number of shares of the Camber Common Stock outstanding immediately after giving effect to the issuance of shares of Camber Common Stock issuable upon conversion of the shares of Viking Series E Preferred Stock by Jedda.

Jedda, upon not less than 61 days’ prior notice to Camber, may increase or decrease the beneficial ownership limitation, provided that the beneficial ownership limitation in no event exceeds 9.99 % of the number of shares of Camber Common Stock outstanding immediately after giving effect to the issuance of shares of Camber Common Stock upon conversion of the Preferred Share(s) held by Jedda and the beneficial ownership limitation provisions of this Section shall continue to apply.

Any such increase or decrease will not be effective until the 61 st day after such notice is delivered to Camber.

Viking Protection was formed on or about January 31, 2022, and Jedda was issued all 100 units of Viking Protection in consideration of Jedda’s assignment to Viking Protection of all of Jedda’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an electric transmission ground fault prevention trip signal engaging system, and related patent application(s).

On February 9, 2022 Viking acquired 51 units (51%) of Viking Protection from Jedda with Jedda retaining the remaining 49 units (49%) of Viking Protection, and Viking issued the 475 shares of Viking Series E Preferred Stock to Jedda.

Viking and Jedda then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Protection.

Viking Protection was formed on or about January 31, 2022.

The Company determined the acquisition of a 51% interest in Viking Protection was the acquisition and initial consolidation of a VIE that is not a business.

17 unchanged sentences

Intangible asset - Patents and Intellectual Property

Non-controlling interest

Non-controlling interest (at acquisition)

( 2,420,189 )

3 unchanged sentences

Upon consummation of the Merger between Viking and Camber, all shares of Viking Series E Preferred Stock were exchanged for Camber Series H Preferred Stock, with substantially the same rights and terms with respect to Camber.

At March 31, 2025, no shares of Series H Preferred Stock remained outstanding.

Related Party Transactions

The Company’s CEO and Director, James Doris, renders professional services to the Company through AGD Advisory Group, Inc., an affiliate of Mr.

During the nine months ended September 30, 2024 and 2023, the Company paid or accrued $ 450,000 and $ 310,000 respectively, in fees to AGD Advisory Group, Inc.

As of September 30, 2024 and December 31, 2023, the total amount due to AGD Advisory Group, Inc.

During the three months ended March 31, 2025 and 2024, the Company paid or accrued $ 150,000 and $ 150,000 respectively, in fees to AGD Advisory Group, Inc.

As of March 31, 2025 and December 31, 2024, the total amount due to AGD Advisory Group, Inc.

was $ 1,110,000 and $ 960,000 , respectively, and is included in accounts payable.

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

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

As of March 31.

2025, the Company’s CEO and Director, James Doris, has provided advances to the Company in the amount of $ 390,830 , of which $ 200,000 was advanced during the three months ended March 31, 2025.

As of December 31.

2024, advances from the Company’s CEO and Director were $ 190,830 .

The advances are non-interest bearing with no fixed repayment terms and are included in “Due to related parties”.

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

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

During the three months ended March 31, 2025 and 2024, the Company paid or accrued $ 90,000 and $ 90,000 , respectively, in fees to 1508586 Alberta Ltd.

Simson-Maxwell

1 unchanged sentence

Viking assumed these balances and loan agreements in connection with the acquisition.

The balance of amounts due to and due from related parties as of September 30, 2024 and December 31, 2023 are as follows:

The balance of amounts due to and due from related parties as of March 31, 2025 and December 31, 2024 are as follows:

related party

1 unchanged sentence

Net due (to) from

September 30, 2024

March 31, 2025

& majority owner

$ ( 821,016 )

$ ( 478,960 )

Adco Power Ltd.

$ ( 821,016 )

$ ( 478,960 )

December 31, 2024

& majority owner

$ ( 643,121 )

$ ( 308,684 )

Adco Power Ltd.

$ ( 643,121 )

$ ( 308,684 )

owns a 17 % non-controlling interest in Simson-Maxwell and is majority-owned by a Director of Simson-Maxwell.

Adco Power Ltd., an industrial, electrical and mechanical construction company, is a wholly-owned subsidiary of Simmax Corp., and conducts business with Simson-Maxwell.

The notes payable to related parties as of September 30, 2024 and December 31, 2023 are as follows:

September 30,

The notes payable to related parties as of March 31, 2025 and December 31, 2024 are as follows:

Total notes payable to related parties

1 unchanged sentence

Notes payable - related parties, net of current portion

Noncontrolling Interests

The following discloses the effects of changes in the Company’s ownership interest in Simson-Maxwell, and on the Company’s equity for nine months ended September 30, 2024:

Noncontrolling interest - January 1, 2024

Net loss attributable to noncontrolling interest

Noncontrolling interest – September 30, 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 nine months ended September 30, 2024:

Noncontrolling interest - January 1, 2024

Net loss attributable to noncontrolling interest

Noncontrolling interest – September 30, 2024

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 three months ended March 31, 2025:

Non-controlling interest - January 1, 2025

Net loss attributable to non-controlling interest

Non-controlling interest – March 31, 2025

Non-controlling interest - January 1, 2025

Net loss attributable to non-controlling interest

Non-controlling interest – March 31, 2025

Long-Term Debt and Other Short-Term Borrowings

Long term debt and other short-term borrowings consisted of the following at September 30, 2024 and December 31, 2023:

September 30,

Long-term debt and other short-term borrowings consisted of the following at March 31, 2025 and December 31, 2024:

Long-term debt:

1 unchanged sentence

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

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

The balance shown is net of unamortized debt discount of $5,695,041 and $6,488,422 at March 31, 2025 and December 31, 2024, 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.

7 unchanged sentences

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

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

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

The notes bore interest at 12% per annum.

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

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

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

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

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

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

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

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

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

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Total long-term debt

Less current portion and debt discount

Less current portion

Total long-term debt, net of current portion and debt discount

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

Twelve-month period ended September 30,

Twelve-month period ended March 31,

Unamortized Discount

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Advance from FK Venture LLC

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

The terms of this advance have not been finalized.

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

During the three months ended June 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 as of March 31, 2025.

The amount has been included in Accrued Expenses and Other Current Liabilities at March 31, 2025.

Also see Note 13, Subsequent Events.

Bank Credit Facility

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.

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

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

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

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

The balance outstanding under this credit facility is CAD $5,438,544 ($ 3,782,332 ) and CAD $5,670,658 ($ 3,937,008 ) as of March 31, 2025 and December 31, 2024, respectively.

Derivative Liability

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

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

September 30, 2024

Activities for Series C Preferred Stock derivative liability during the three months ended March 31, 2025 was as follows:

March 31, 2025

Carrying amount at beginning of year

Change in fair value

Settlement of obligation (issuance of shares of common stock)

( 5,649,071 )

Reclassification of True-Up share obligation from liability to equity

( 16,253,757 )

Carrying amount at end of period

Convertible Debt

On March 10, 2023, the terms of the promissory notes held by Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC described in Note 11 were amended to include a conversion feature granting the holder of the note the option to convert the principal balance of the debt, in whole or in part, into common stock of Viking.

The conversion price is equal to the lesser of :

(i) the average of the 5 lowest individual daily volume weighted average prices (“VWAP”) of Viking common stock during the 30-day period prior to the date of the notice of conversion;

or (ii) one dollar ($ 1.00 ) per share.

All other terms of the promissory notes remained unchanged .

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

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

The value of the conversion option was based upon the fair value of Viking’s common stock.

As the option was convertible into a variable number of shares, it was considered to be a derivative to be continuously recognized at fair value, with changes to fair value recorded in the statement of operations.

The fair value of the conversion feature at the date of modification was determined to be $ 2,276,217 using a binomial option pricing model.

The derivative liability is classified as a Level 3 liability in the Fair Value Hierarchy.

At March 31, 2023, the fair value of the conversion feature was remeasured and determined to be $ 2,810,824 using a binomial option pricing model.

Consequently, the Company recorded a loss of $ 534,607 on the change in fair value of the derivative liability in the accompanying consolidated statement of operations.

On April 28, 2023, $ 200,000 of the promissory note was assigned and converted into 588,235 shares of common stock.

The Company recorded a reduction to the derivative of $ 330,823 related to the conversion and recognized a loss on early extinguishment of debt of $ 8,541 .

On June 30, 2023, the fair value of the conversion feature was remeasured and determined to be $ 1,762,648 using a binomial option pricing model, and the Company recorded a gain of $ 717,352 on the change in fair value of the derivative liability in the accompanying consolidated statement of operations.

On July 31, 2023, the fair value of the conversion feature was remeasured and determined to be $ 3,712,041 using a binomial option pricing model, and the Company recorded a loss of $ 1,949,393 on the change in fair value of the derivative liability in the accompanying consolidated statement of operations.

In August 2023, the balance of the promissory notes was assigned and converted into 5,189,666 shares of common stock of the Company.

The Company recorded a loss on early extinguishment of debt of $ 406,801 related to this conversion and reduced the value of the derivative liability to nil.

(a) Common Stock

The Company is authorized to issue 500,000,000 shares of Common Stock, par value $ 0.001 per share.

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

During the three months ended March 31, 2025, the Company issued a total of 6,645,406 shares of common stock, as follows:

A total of 6,645,406 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.

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

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

As of March 31, 2025, Antilles held 30 shares of Series C Preferred Stock.

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:

September 30, 2024*

Estimated number of shares issuable for conversion at $ 162.50 per share at September 30, 2024

If the outstanding Series C Preferred Stock were converted as of March 31, 2025, 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:

March 31, 2025*

Estimated number of shares issuable for conversion at $ 162.50 per share

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

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

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

At March 31, 2025, the number of remaining True-Up shares due from prior conversions was 14,929,273 .

(iii) Series G Redeemable Convertible Preferred Stock

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The Investor may not convert any of the remaining shares of Series G Preferred Stock associated with any remaining Note into shares of common stock or sell any of the underlying shares of common stock unless that Note is paid in full by the Investor, and the Company may redeem the shares of Series G Preferred Stock associated with each Note by paying the Investor $ 1,375,000 as full consideration for such redemption.

As of September 30, 2024, none of the outstanding Notes had been paid in full and thus the underlying shares were not convertible.

As of March 31, 2025, none of the outstanding Notes had been paid in full and thus the underlying shares were not convertible.

(iv) Series H Convertible Preferred Stock

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

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

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

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 three months ended March 31, 2025 and 2024:

Contractual Life

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Forfeited/expired/cancelled

( 1,049,727 )

Warrants Outstanding – September 30, 2024

Outstanding Exercisable – September 30, 2024

Warrants Outstanding – March 31, 2025

Outstanding Exercisable – March 31, 2025

Contractual Life

Warrants Outstanding – December 31, 2023

Forfeited/expired/cancelled

Warrants Outstanding – March 31, 2024

Outstanding Exercisable – March 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., the right to purchase 1,666,667 shares of common stock of the Company) was increased from $ 0.009 to $ 1.00 per share.

Commitments and Contingencies

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Operating lease expense is recognized on a straight-line base over each of the lease terms.

Payments due in each of the next five years and thereafter at September 30, 2024 under these leases are as follows:

Payments due in each of the next five years and thereafter at March 31, 2025 under these leases are as follows:

Vehicle and Equipment

2029 and thereafter

Less imputed interest

Present value of remaining lease payments

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

Operating lease expense for these leases was $ 481,297 and $ 453,683 for the three months ended March 31, 2025 and 2024, respectively.

Legal matters

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

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

Shareholder-Related Litigation

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

C.A.No.4:21-cv-03574) was filed against the Company, its CEO and CFO by Ronald E.

Coggins, Individually and on Behalf of All Others Similarly Situated v.

Camber Energy, Inc., et al .;

District Court for the Southern District of Texas, Houston Division, pursuant to which the plaintiffs sought to recover damages alleged to have been suffered by them as a result of the defendants’ violations of federal securities laws.

The Company and the other Defendants filed a Motion to Dismiss (“MTD”) the Class Action Complaint, and on September 22, 2023, the Court granted the MTD in full.

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 (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 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 Court a Motion to Terminate or, in the alternative, schedule an evidentiary hearing on the Motion.

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

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

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

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

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

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

The MTD hearing was held on August 30, 2024.

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 the complaint with prejudice.

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

Maranatha Oil Matter

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

Petrodome Matter

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

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

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

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

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

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

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

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

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

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

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

Petrodome et al.

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

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

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

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

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

Viking and Mr.

Doris deny the allegations against them.

Business Segment Information and Geographic Data

The Company has two reportable segments:

Power Generation and Oil and Gas Exploration.

The power generation segment provides custom energy and power solutions to commercial and industrial clients in North America and the oil and gas segment is involved in exploration and production with properties in central and southern United States.

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

Information related to our reportable segments and our consolidated results for the nine months ended September 30, 2024 is presented below.

Nine Months Ended September 30, 2024

Power Generation and Other.

Prior to 2025, the Company’s two reportable segments were Power Generation and Oil and Gas.

However, following the disposal of the Company’s oil and gas assets, the oil and gas segment has been renamed to Other.

The Power Generation segment provides custom energy and power solutions to commercial and industrial clients in North America.

The Other segment includes the Company’s investments in licenses and intellectual property that have not yet reached commercial stage, corporate expenses, and assets previously classified as corporate and unallocated.

All Power Generation segment revenues are currently generated outside of the U.S., and all Power Generation segment assets are located outside of the U.S.

Other segment assets are all located in the U.S.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who reviews financial information presented on a consolidated basis.

When evaluating performance and allocating resources to the Power Generation segment, the CODM uses revenue and operating profit (loss).

The Other segment does not currently generate revenues.

Performance is evaluated and resources allocated to, and within, this segment based upon the progress and projected financial requirements to advance each technology towards commercialization.

Information related to our reportable segments and our consolidated results for the three months ended March 31, 2025 is presented below.

Three Months Ended March 31, 2025

Power Generation

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Cost of goods

Lease operating costs

General and administrative

Stock based compensation

Accretion - ARO

Depreciation, depletion and amortization

4 unchanged sentences

$ ( 1,780,772 )

Assets (at end of period)

Segment assets

1 unchanged sentence

Total Consolidated Assets

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Power Generation

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$ ( 1,491,508 )

$ ( 2,258,561 )

Assets (at end of period)

Segment assets

2 unchanged sentences

Subsequent Events

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.

Series C Preferred Stock

Between October 1 and November 11, 2024, the Company issued 7,500,000 True-Up Shares to Antilles in connection with Delivery Notices submitted by Antilles.

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

Simson-Maxwell Transaction

On April 1, 2025, Viking 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.

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

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

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

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

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

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

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

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

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

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

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

As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson, Camber will no longer consolidate Simson’s financial results in its consolidated financial statements, beginning April 1, 2025.

The Company will instead account for its investment in Simson under the equity method of accounting.

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

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

FK Venture LLC Convertible Promissory Note

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

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

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

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

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

Viking Ozone Promissory 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.

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

What changed 10-Q

Item 1. Financial Statements