What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-21 · 296 added, 308 removed, 627 unchanged (49% of the section changed)

7 unchanged sentences

Prepaids and other current assets

Notes receivable

Total current assets

3 unchanged sentences

Other intangibles - Variable Interest Entities

Investment in Simson-Maxwell

Due from related parties

20 unchanged sentences

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 March 31, 2025 and December 31, 2024.

Preferred stock Series A, $ 0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of June 30, 2025 and December 31, 2024

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

Preferred stock Series G, $ 0.001 par value, 25,000 authorized, 5,272 shares issued and outstanding as of June 30, 2025 and December 31, 2024.

Liquidation preference of nil.

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)

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 281,686,525 and 258,136,858 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common stock to be issued on true-up of prior Series C Preferred stock conversions (zero and 21,574,679 shares as of June 30, 2025 and December 31, 2024, respectively)

Additional paid-in capital

15 unchanged sentences

Three months ended

Six months ended

Power generation units and parts

Service and repairs

Total revenue

Oil and gas sales

Operating expenses

Cost of goods sold

Lease operating costs

General and administrative

Stock-based compensation

Depreciation, depletion & amortization

Lease operating costs

Depreciation, depletion and amortization

Accretion – Asset Retirement Obligation

3 unchanged sentences

( 2,187,348 )

( 3,081,609 )

( 4,445,909 )

Other income (expense)

Interest expense

Interest expense, net

( 1,147,077 )

Amortization of debt discount

Change in fair value of derivatives

( 1,595,577 )

( 1,727,351 )

Change in fair value of derivative liability

( 21,242,198 )

Equity in earnings of unconsolidated entity

Gain on partial disposal of interest in subsidiary

Loss on disposal of oil and gas properties

Other income (expense)

Total other expense, net

Loss on extinguishment of debt

Total other income (expense), net

( 1,291,943 )

( 25,651,597 )

Net loss before income taxes

Net income (loss) before income taxes

( 3,479,291 )

1 unchanged sentence

Income tax benefit (expense)

Net income (loss)

( 3,479,291 )

1 unchanged sentence

Net loss attributable to non-controlling interest

Net loss attributable to Camber Energy, Inc.

Net income (loss) attributable to Camber Energy, Inc.

$ ( 3,123,882 )

$ ( 29,390,214 )

Loss per common share, basic and diluted

Weighted average number of common shares outstanding, basic and diluted

Income (loss) per share of common stock

Basic and Diluted

Weighted average number of shares of common stock outstanding

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

CAMBER ENERGY, INC.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

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

Three months ended

Six months ended

Net income (loss)

$ ( 3,479,291 )

1 unchanged sentence

Foreign currency translation adjustment

Total comprehensive loss

Total comprehensive income (loss)

( 3,519,009 )

4 unchanged sentences

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to Camber Energy, Inc.

Comprehensive income (loss) attributable to Camber Energy, Inc.

$ ( 3,147,912 )

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

$ ( 3,191,653 )

Net income (loss)

$ ( 30,097,506 )

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

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

Change in fair value of derivative liability

2 unchanged sentences

Amortization of right-of-use assets

Accretion – asset retirement obligation

Equity in earnings of unconsolidated entity

Amortization of debt discount

Loss on extinguishment of debt

Gain on partial disposal of interest in subsidiary

( 6,169,824 )

Loss on disposal of oil and gas properties

Accretion – asset retirement obligation

Foreign currency translation adjustment

1 unchanged sentence

Accounts receivable, net

Inventory, net

Prepaids and other assets

6 unchanged sentences

Undistributed revenues and royalties

Net cash provided by (used in) operating activities

Net cash used in operating activities

( 1,989,306 )

( 1,409,813 )

Cash flows from investing activities:

1 unchanged sentence

Acquisition of fixed assets

Net cash provided by (used in) investing activities

Payments received on notes receivable

Deconsolidation of Simson-Maxwell cash balance

Net cash provided by investing activities

Cash flows from financing activities:

Repayment of long-term debt

Issuance (repayment) of long-term debt, net

Advances from (repayment of) bank credit facility

Advance from related party

Repayment of promissory notes, related parties

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

3 unchanged sentences

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Issuance of warrants for services

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

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

Issuance of common stock on conversion of debt

Issuance of common stock on conversion of accrued interest on debt

Acquisition of right of use assets through operating lease

2 unchanged sentences

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

For the three months ended March 31, 2025

For the six months ended June 30, 2025

Preferred Stock

3 unchanged sentences

Common Stock to be

Accumulated Other

Comprehensive

Noncontrolling

Stockholders'

14 unchanged sentences

$ ( 40,927,038 )

Disposition of majority interest in Simson-Maxwell

Common shares issued on conversion of Series C preferred stock

Cancellation of Series C preferred stock

Cancellation of true-up shares to be issued

( 14,929,273 )

( 2,388,684 )

Issuance of warrants for services

Foreign currency translation adjustment

Balances at June 30, 2025

$ 162,845,424

$ ( 206,498,426 )

$ ( 36,859,363 )

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

For the three months ended March 31, 2024

Preferred Stock

Common Stock to be

For the six months ended June 30, 2024

Comprehensive

14 unchanged sentences

$ ( 166,617,225 )

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

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

( 21,907,663 )

( 3,505,226 )

$ ( 3,505,226 )

Common shares issued on conversion of Series H preferred stock

Common shares issued on conversion of debt

Common shares issued on conversion of accrued interest

Foreign currency translation adjustment

( 3,123,882 )

$ ( 3,479,291 )

Balances at June 30, 2024

$ 150,172,784

$ ( 285,252 )

$ ( 169,741,107 )

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

3 unchanged sentences

Camber Energy, Inc.

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

(“Camber”, “the Company”, “We”) is a growth-oriented diversified energy company.

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

3 unchanged sentences

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).

The Company’s operations are principally owned and conducted by its wholly-owned subsidiary, Viking Energy Group, Inc (“Viking”).

Custom Energy and Power Solutions:

Simson-Maxwell:

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

(“Simson-Maxwell”), a Canadian federal corporation, for $ 7,958,159 in cash.

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

(“Simson-Maxwell”), a Canadian federal corporation.

Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions.

1 unchanged sentence

Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls.

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.

Operating for over 80 years, Simson-Maxwell’s 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..

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.

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

Under the SSA, T&T agreed to (i) subscribe for 952 Class A Common Shares of Simson-Maxwell (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-Maxwell on closing or at such time as is reasonably required to meet the cash requirements of Simson-Maxwell, and to repay on or within a reasonable period following the closing amounts owing under Simson-Maxwell’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-Maxwell.

T&T owns 51 % of Simson-Maxwell’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-Maxwell, Camber will no longer consolidate Simson-Maxwell’s financial results in its consolidated financial statements, beginning April 1, 2025.

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

Viking also entered into a Unanimous Shareholders Agreement (the “USA”) on April 1, 2025 with T&T and Simson-Maxwell.

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

The USA also contains a call and a put option.

Under the call option, T&T has the option, exercisable at any time within the first 36 months, to purchase Viking’s 49% ownership interest for CAD 5.75 million (approximately $4.2 million).

Under the put option, Viking has the option, exercisable at any time after 36 months, to require T&T to purchase Viking’s 49% ownership interest for CAD 7.75 million (approximately $5.7 million) .

Clean Energy and Carbon-Capture System:

15 unchanged sentences

The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

Oil and Gas Properties:

Divestitures in 2024:

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

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

Proceeds from sale (net of transaction costs)

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

( 1,038,900 )

ARO recovered

Loss on disposal

$ ( 755,506 )

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 $( 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 ;

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 .

The Company generated net income of $ 1,182,837 for the six months ended June 30, 2025, as compared to a net loss of $( 30,097,506 ) for the six months ended June 30, 2024.

As of June 30, 2025, the Company had stockholders’ deficit of $( 36,859,363 ), long-term debt, net of current, of $ 43,277,908 and a working capital deficiency of $( 13,142,496 ).

The largest components of current liabilities creating this working capital deficiency are accrued interest on notes payable to Discover Growth Fund, LLC (“Discover”) of $ 7,332,673 , undistributed revenues and royalties of $ 1,637,251 and amounts due to AGD Advisory Group, Inc., a related party, of $ 1,245,000 .

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

7 unchanged sentences

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

Early adoption is permitted.

The amendments should be applied on a prospective basis.

Retrospective application is permitted..

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

It is not expected to significantly change the Company’s income tax disclosures at year end

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

2 unchanged sentences

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

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

Adoption of the Update did not impact the Company’s financial statements for the current period.

a) Basis of Presentation

4 unchanged sentences

b) Basis of Consolidation

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

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

21 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 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:

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 six months ended June 30, 2025 are classified below based on the fair value hierarchy described above:

Identical Assets

Significant Unobservable

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

Total Gains (Losses) (six months ended June 30, 2025)

Financial liabilities:

Derivative liability - Series C Preferred Stock

$ ( 266,891 )

f) Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid investment securities that have original maturities of three months or less.

Accounts at banks in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 , while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to CAD $ 100,000 .

The Company’s cash balances may at times exceed the FDIC or CDIC insured limits.

g) Accounts Receivable

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

The Company performs ongoing credit evaluations and generally does not require collateral.

Payment terms are generally 30 days.

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

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

At 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.

Accounts at banks in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .The Company’s cash balances may at times exceed the FDIC insured limits.

Inventories are stated at the lower of cost or net realizable value, and consist of parts, equipment and work-in-process.

1 unchanged sentence

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 March 31, 2025 and December 31, 2024:

Units and work-in-process

Reserve for obsolescence

( 1,343,422 )

( 1,341,122 )

i) Accounting for Leases

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

A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company’s leases is not readily determinable.

The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment.

Lease payments include payments made before the commencement date and any residual value guarantees, if applicable.

When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment.

For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis (“Straight-Line Rent”) over the applicable lease terms.

The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee.

Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months.

The Company elected the package of practical expedients permitted under the transition guidance for the revised lease standard, which allowed Viking to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases.

The Company also elected to account for lease and non-lease components in lease agreements as a single lease component in determining lease assets and liabilities.

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

j) Business Combinations

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

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

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

k) Intangible Assets

h) 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.

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.

The intangible asset related to the ESG Clean Energy license are being amortized on a straight-line basis over 16 years (the remaining life of the related patents).

The other intangible assets are not amortized.

The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable.

The Company reviews intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable.

In evaluating the future benefit of its intangible assets, the Company estimates the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life.

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.

l) Income (Loss) per Share

i) Investment in Unconsolidated Entity

The Company accounts for its investment in unconsolidated entities under the equity method of accounting when it (i) does not have a controlling financial interest and (ii) has the ability to exercise significant influence over the operating and financial policies of the entity.

The investment is adjusted for its proportionate share of earnings or losses of the entity.

j) 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 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

Through its 60.5% ownership in Simson-Maxwell, the Company manufactures and sells power generation products, services and custom energy solutions.

Simson-Maxwell provides commercial and industrial clients with emergency power generation capabilities.

Simson Maxwell’s derives its revenues as follows:

Sale of power generation units .

Simson-Maxwell manufactures and assembles power generation solutions.

The solutions may consist of one or more units and are generally customized for each customer.

Contracts are required to be executed for each customized solution.

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

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 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.

Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods.

At the request of certain customers, the Company will warehouse inventory billed to the customer but not delivered.

Unless all revenue recognition criteria have been met, the Company does not recognize revenue on these transactions until the customer takes possession of the product.

Parts revenue - Simson-Maxwell sells spare parts and replacement parts to its customers.

Simson-Maxwell is an authorized parts distributor for a number of national and international power generation manufacturers.

The Company considers the purchase orders for parts, which in some cases are governed by master sales agreements, to be the contracts with the customers.

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

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

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

Simson-Maxwell has elected to recognize the cost for freight activities when control of the product has transferred to the customer as an expense within cost of goods sold in the consolidated statements of comprehensive income.

Parts revenues are recognized at the point in time when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer.

Service and repairs - Simson-Maxwell offers service and repair of various types of power generation systems.

Service and repairs are generally performed on customer owned equipment and billed based on labor hours incurred.

Each repair is considered a performance obligation.

As a result of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation.

Simson-Maxwell generally uses the cost-to-cost measure of progress for its service work because the customer controls the asset as it is being serviced.

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

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

Three Months Ended

Power generation units

Total units and parts

Service and repairs

Oil and Gas Revenues

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

For the three and six months ended June 30, 2025 and 2024, there were approximately 2,096,971 and 3,321,457 common stock equivalents, respectively, that were omitted from the calculation of diluted income per share as they were anti-dilutive.

k) 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.

8 unchanged sentences

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

o) Impairment of Long-lived Assets

l) 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.

p) Accounting for Asset Retirement Obligations

m) 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 three months ended March 31, 2025 and 2024:

Three Months Ended

The following table describes the changes in the Company’s asset retirement obligations for the six months ended June 30, 2025 and 2024:

Six Months Ended

Asset retirement obligation – beginning

2 unchanged sentences

Asset retirement obligation – ending

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

The Company had no oil and gas assets at June 30, 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.

Petrodome and the BSEE subsequently jointly requested, and received, a stay of the Order from the IBLA that remained in effect as of June 30, 2025.

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

q) Derivative Liabilities

n) Derivative Liabilities

Convertible Preferred Shares

18 unchanged sentences

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

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

Convertible Debt

8 unchanged sentences

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

r) Undistributed Revenues and Royalties

o) 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.

s) Subsequent events

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

p) Subsequent events

The Company has evaluated all subsequent events from June 30, 2025 through August 8, 2025.

None were identified.

Deconsolidation of Simson-Maxwell

As described in Note 1, beginning on April 1, 2025, the Company no longer holds a controlling financial interest in Simson-Maxwell and therefore accounts for its ownership interest in Simson-Maxwell under the equity method of accounting from that date.

The accompanying condensed consolidated financial statements at June 30, 2025 and for the three and six months then ended reflect the impact of the deconsolidation of Simson-Maxwell on April 1, 2025.

The Company recorded a gain resulting from the conversion for accounting purposes to the equity method, as follows:

Fair value of retained non-controlling investment

Carrying amount of non-controlling interest and accumulated other comprehensive loss

Less carrying value of Simson-Maxwell's net assets

( 3,585,386 )

Gain on disposal of ownership interest

The adjustments to the Company’s consolidated financial position at April 1, 2025 are summarized below:

April 1, 2025

Deconsolidation

Current assets:

Cash and cash equivalents

Accounts receivable, net

( 3,888,481 )

Inventory, net

( 6,156,136 )

Prepaids and other current assets

Notes receivable

Total current assets

( 9,437,192 )

Fixed assets, net

( 1,392,249 )

Right of use assets, net

( 7,369,671 )

Due from related parties

Equity investment in Simson-Maxwell

$ ( 16,248,779 )

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

Accounts payable

$ ( 5,428,722 )

Accrued expenses and other current liabilities

Customer deposits

( 3,757,717 )

Current portion operating lease liabilities

( 1,591,970 )

Due to related parties

Current portion of notes payable - related parties

Bank indebtedness

( 3,782,332 )

Other current liabilities

( 15,959,660 )

Notes payable related parties

Operating lease liability

( 5,703,753 )

Other long-term liabilities

TOTAL LIABILITIES

( 22,106,027 )

STOCKHOLDERS' DEFICIT

Share capital and additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 211,209,979 )

( 205,040,154 )

Parent's stockholders' equity in Camber

( 48,139,241 )

( 41,918,772 )

Noncontrolling Interests

TOTAL STOCKHOLDERS' DEFICIT

( 40,927,038 )

( 35,069,790 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ ( 16,248,779 )

Notes Receivable

On April 1, 2025, Simson-Maxwell issued two promissory notes to Viking to restructure amounts owed to Viking at the closing date of the Share Subscription Agreement described in Note 1.

The promissory notes have a face value of CAD 469,702 ($ 328,051 ) and CAD 469,701 ($ 328,050 ) and earn interest at the rate of 20 % per annum.

The maturity dates of the promissory notes are December 1, 2025 and May 31, 2026 , respectively.

If the principal of each promissory note is paid in full on or before the respective maturity date, all interest otherwise owing under each promissory note will be waived.

The Company expects the promissory notes to be paid on or before the maturity dates and has therefore not accrued any interest income at June 30, 2025.

Intangible Assets

11 unchanged sentences

Year nine and after

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.

The Company’s management believes that the Trigger Date could occur as early as the first quarter of 2026 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 $ 76,116 and $ 76,962 for the three months ended March 31, 2025 and 2024, respectively.

The Company recognized amortization expense of $ 153,078 and $ 153,924 for the six months ended June 30, 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 March 31, 2025 and December 31, 2024:

The ESG intangible asset consisted of the following at June 30, 2025 and December 31, 2024:

ESG Clean Energy License

2 unchanged sentences

( 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.

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

Customer Relationships

Impairment of intangible assets

( 3,370,422 )

Accumulated amortization

Intangible Assets - Variable Interest Entities (VIE’s)

10 unchanged sentences

Non-controlling interest

( 2,420,189 )

Camber ownership interest

22 unchanged sentences

Upon the sale of 100k units

$ 500,000,000

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

28 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.

At June 30, 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 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.

During each of the six month periods ended June 30, 2025 and 2024, the Company paid or accrued $ 150,000 in fees to AGD Advisory Group, Inc.

As of June 30, 2025 and December 31, 2024, the total amount due to AGD Advisory Group, Inc.

was $ 1,245,000 and $ 960,000 , respectively, and is included in accounts payable.

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 .

As of June 30, 2025 and December 31, 2024, the Company’s CEO and Director, James Doris, has provided advances to the Company in the amount of $ 390,830 and $ 190,830 , respectively.

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 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

At the time of acquisition, Simson-Maxwell had several amounts due to/due from related parties and notes payable to certain employees, officers, family members and entities owned or controlled by such individuals.

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 March 31, 2025 and December 31, 2024 are as follows:

related party

Net due (to) from

March 31, 2025

& majority owner

Adco Power Ltd.

December 31, 2024

& majority owner

Adco Power Ltd.

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 March 31, 2025 and December 31, 2024 are as follows:

Total notes payable to related parties

Less current portion of notes payable - related parties

Notes payable - related parties, net of current portion

During each of the six month periods ended June 30, 2025 and 2024, the Company paid or accrued $ 90,000 in fees to 1508586 Alberta Ltd.

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

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 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 – June 30, 2025

Long-Term Debt and Other Short-Term Borrowings

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

Long-term debt and other short-term borrowings consisted of the following at June 30, 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 $5,695,041 and $6,488,422 at March 31, 2025 and December 31, 2024, respectively.

The balance shown is net of unamortized debt discount of $4,892,844 and $6,488,422 at June 30, 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.

13 unchanged sentences

Accrued interest from the original installment due date to January 2023 was capitalized to the loan principal balance.

Convertible promissory note payable to FK Venture, LLC dated April 7, 2025 to restructure an advance from FK Venture, LLC dated June 2024 in the amount of $1,200,000.

The Note bears interest at a rate of 10% per annum and matures on September 30, 2026.

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.

Promissory note dated April 15, 2025 in favor of an individual investor.

The maturity date of the Note is the earlier of:

(i) September 30, 2025;

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

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

Promissory note dated April 29, 2025 in favor of an individual investor.

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 the Company receives proceeds from the sale of the VKIN-300 waste treatment system shipped to France in the first quarter of 2025.

Total long-term debt

2 unchanged sentences

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

Twelve-month period ended March 31,

Twelve-month period ended June 30,

Unamortized Discount

1 unchanged sentence

$ ( 4,892,844 )

Advance from FK Venture LLC

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 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 $5,438,544 ($ 3,782,332 ) and CAD $5,670,658 ($ 3,937,008 ) as of March 31, 2025 and December 31, 2024, respectively.

Derivative Liability

25 unchanged sentences

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 three months ended March 31, 2025 was as follows:

March 31, 2025

Carrying amount at beginning of year

Change in fair value

Carrying amount at end of period

In April and June 2025, Antilles converted a total of 19 shares of Series C Preferred Stock in exchange for 16,904,261 shares of common stock.

In June 2025, Antilles agreed to cancel the remaining 11 shares of Series C Preferred Stock and to waive its entitlement to any further True-Up shares due from prior conversions.

The conversion and cancellation of the remaining shares of Series C Preferred Stock reduced the value of the associated derivative liability to zero at June 30, 2025.

(a) Common Stock

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

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

During the six months ended June 30, 2025, the Company issued a total of 23,549,667 shares of common stock, as follows:

A total of 16,904,261 shares related to the conversion of 19 shares of Series C Preferred Stock

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.

43 unchanged sentences

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 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 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

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

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

1 unchanged sentence

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

In April and June 2025, Antilles converted a total of 19 shares of Series C Preferred Stock in exchange for 16,904,261 shares of common stock.

In June 2025, Antilles agreed to cancel the remaining 11 shares of Series C Preferred Stock and to waive its entitlement to any further True-Up shares due from prior conversions.

Consequently, at June 30, 2025, no shares of Series C Preferred Stock remained outstanding and no True-Up shares remained to be issued.

(iii) Series G Redeemable Convertible Preferred Stock

25 unchanged sentences

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

As of June 30, 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

3 unchanged sentences

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:

The following table represents stock warrant activity as of and for the six months ended June 30, 2025 and 2024:

Contractual Life

1 unchanged sentence

Forfeited/expired/cancelled

Warrants Outstanding – March 31, 2025

Outstanding Exercisable – March 31, 2025

Warrants Outstanding – June 30, 2025

Outstanding Exercisable – June 30, 2025

Contractual Life

1 unchanged sentence

Forfeited/expired/cancelled

Warrants Outstanding – March 31, 2024

Outstanding Exercisable – March 31, 2024

Warrants Outstanding – June 30, 2024

Outstanding Exercisable – June 30, 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.

During the three months ended June 30, 2025, the Company issued a total of 200,000 warrants with an exercise price of $ 0.15 to a noteholder and to a consultant in connection with the issuance of $ 700,000 of promissory notes described in Note 10.

The warrants expire two years from the date of issuance.

The value of the warrants, determined using the Black-Scholes option pricing model, is included in stock-based compensation.

Commitments and Contingencies

Building, vehicle and equipment leases – Simson-Maxwell

The Company has right-of-use assets and operating lease liabilities associated with various operating lease agreements of Simson-Maxwell pertaining to seven business locations, for the premises, vehicles and equipment used in operations in the amount of $ 7,295,723 .

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

The leases have varying terms, payment schedules and maturities.

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 March 31, 2025 under these leases are as follows:

Vehicle and Equipment

Less imputed interest

Present value of remaining lease payments

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

30 unchanged sentences

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).

When evaluating performance and allocating resources to the Power Generation segment, the CODM uses revenue, operating profit (loss) and equity in earnings of unconsolidated entity.

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

Information related to our reportable segments and our consolidated results for the three and six months ended June 30, 2025 and 2024 is presented below.

Three Months Ended June 30, 2025

Power Generation

3 unchanged sentences

General and administrative

Share-based compensation

Depreciation, depletion and amortization

3 unchanged sentences

$ ( 1,300,837 )

$ ( 1,780,772 )

Equity in earnings of unconsolidated entity

Assets (at end of period)

2 unchanged sentences

Total Consolidated Assets

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Power Generation

Income (Loss) from Operations is as follows:

Loss from Operations is as follows:

Operating expenses

10 unchanged sentences

$ ( 2,187,348 )

Segment assets

Corporate and unallocated assets

Total Consolidated Assets

Six Months Ended June 30, 2025

Power Generation

Loss from Operations is as follows:

Operating expenses

Cost of goods

General and administrative

Share-based compensation

Depreciation, depletion and amortization

Total operating expenses

Loss from operations

$ ( 1,088,762 )

$ ( 1,992,847 )

$ ( 3,081,609 )

Equity in earnings of unconsolidated entity

Assets (at end of period)

2 unchanged sentences

Total Consolidated Assets

Subsequent Events

Series C Preferred Stock

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.

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.

Six Months Ended June 30, 2024

Power Generation

Loss from Operations is as follows:

Operating expenses

Cost of goods

Lease operating costs

General and administrative

Stock-based compensation

Accretion - ARO

Depreciation, depletion and amortization

Total operating expenses

Loss from operations

$ ( 2,925,000 )

$ ( 1,520,909 )

$ ( 4,445,909 )

Segment assets

Corporate and unallocated assets

Total Consolidated Assets

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