CAMBER ENERGY, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS CAMBER ENERGY, INC. Condensed Consolidated Balance Sheets (Unaudited) As of June 30, 2025 As of December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 74,382 $ 114,648 Accounts receivable, net - 4,735,983 Inventory, net 901,449 8,652,417 Prepaids and other current assets 226,715 176,329 Notes receivable 656,101 - Total current assets 1,858,647 13,679,377 Fixed assets, net - 1,436,844 Right of use assets, net - 7,490,607 ESG Clean Energy license, net 3,805,819 3,958,897 Other intangibles - Variable Interest Entities 15,433,340 15,433,340 Investment in Simson-Maxwell 2,403,999 - Due from related parties - 320,978 TOTAL ASSETS $ 23,501,805 $ 42,320,043 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 4,359,210 $ 9,473,123 Accrued expenses and other current liabilities 7,910,950 9,208,367 Customer deposits - 3,924,744 Undistributed revenues and royalties 1,637,251 1,637,251 Current portion of operating lease liabilities - 1,603,199 Due to related parties 390,830 782,183 Current portion of notes payable - related parties - 499,573 Bank indebtedness - credit facility - 3,937,008 Derivative liability - 266,891 Current portion of long-term debt - net of discount 702,902 2,848 Total current liabilities 15,001,143 31,335,187 Long-term debt - net of current portion and debt discount 43,277,908 40,483,795 Notes payable - related parties - net of current portion - 444,497 Operating lease liabilities, net of current portion - 5,794,104 Contingent obligations 1,435,757 1,435,757 Asset retirement obligation 646,360 646,360 TOTAL LIABILITIES 60,361,168 80,139,700 Commitments and contingencies (Note 13) - - STOCKHOLDERS’ DEFICIT 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 28 28 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. - 1 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. 5 5 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 281,686 258,137 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) - 3,451,949 Additional paid-in capital 162,845,424 159,411,262 Accumulated other comprehensive loss - ( 134,916 ) Accumulated deficit ( 206,498,426 ) ( 208,492,886 ) Parent’s stockholders’ deficit in Camber Energy, Inc. ( 43,371,283 ) ( 45,506,420 ) Non-controlling interest 6,511,920 7,686,763 TOTAL STOCKHOLDERS’ DEFICIT ( 36,859,363 ) ( 37,819,657 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 23,501,805 $ 42,320,043 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents CAMBER ENERGY, INC. Condensed Consolidated Statements of Operations (Unaudited) Three months ended Six months ended June 30, June 30, 2025 2024 2025 2024 Revenue Power generation units and parts $ - $ 6,141,082 $ 3,759,080 $ 10,071,550 Service and repairs - 3,338,200 2,470,255 6,031,981 Oil and gas sales - 27,868 - 94,499 - 9,507,150 6,229,335 16,198,030 Operating expenses Cost of goods sold - 7,102,441 4,648,824 11,675,198 Lease operating costs - - - 22,349 General and administrative 1,218,113 4,409,727 4,442,549 8,229,727 Stock-based compensation 5,761 - 5,761 305,000 Depreciation, depletion and amortization 76,963 182,330 213,810 411,129 Accretion – Asset Retirement Obligation - - - 536 Total operating expenses 1,300,837 11,694,498 9,310,944 20,643,939 Loss from operations ( 1,300,837 ) ( 2,187,348 ) ( 3,081,609 ) ( 4,445,909 ) Other income (expense) Interest expense, net ( 481,660 ) ( 548,764 ) ( 975,018 ) ( 1,147,077 ) Amortization of debt discount ( 802,196 ) ( 844,074 ) ( 1,595,577 ) ( 1,727,351 ) Change in fair value of derivative liability 533,782 874,809 266,891 ( 21,242,198 ) Equity in earnings of unconsolidated entity 132,137 - 132,137 - Gain on partial disposal of interest in subsidiary 6,169,824 - 6,169,824 - Loss on disposal of oil and gas properties - - - ( 755,506 ) Loss on extinguishment of debt - ( 811,132 ) - ( 811,132 ) Other income 123,440 37,218 266,189 31,667 Total other income (expense), net 5,675,327 ( 1,291,943 ) 4,264,446 ( 25,651,597 ) Net income (loss) before income taxes 4,374,490 ( 3,479,291 ) 1,182,837 ( 30,097,506 ) Income tax benefit (expense) - - - - Net income (loss) 4,374,490 ( 3,479,291 ) 1,182,837 ( 30,097,506 ) Net loss attributable to non-controlling interest ( 337,063 ) ( 355,409 ) ( 811,623 ) ( 707,292 ) Net income (loss) attributable to Camber Energy, Inc. $ 4,711,553 $ ( 3,123,882 ) $ 1,994,460 $ ( 29,390,214 ) Income (loss) per share of common stock Basic and Diluted $ 0.02 $ ( 0.02 ) $ 0.01 $ ( 0.19 ) Weighted average number of shares of common stock outstanding Basic 273,043,744 177,666,824 268,862,396 158,559,927 Diluted 305,884,242 177,666,824 297,987,272 158,559,927 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents CAMBER ENERGY, INC. Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three months ended Six months ended June 30, June 30, 2025 2024 2025 2024 Net income (loss) $ 4,374,490 $ ( 3,479,291 ) $ 1,182,837 $ ( 30,097,506 ) Foreign currency translation adjustment - ( 39,718 ) - ( 36,438 ) Total comprehensive income (loss) 4,374,490 ( 3,519,009 ) 1,182,837 ( 30,133,944 ) Less comprehensive loss attributable to non-controlling interest Loss attributable to non-controlling interest ( 337,063 ) ( 355,409 ) ( 811,623 ) ( 707,292 ) Foreign currency translation adjustment attributable to non-controlling interest - ( 15,688 ) - ( 14,393 ) Comprehensive loss attributable to non-controlling interest ( 337,063 ) ( 371,097 ) ( 811,623 ) ( 721,685 ) Comprehensive income (loss) attributable to Camber Energy, Inc. $ 4,711,553 $ ( 3,147,912 ) $ 1,994,460 $ ( 29,412,259 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents CAMBER ENERGY, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net income (loss) $ 1,182,837 $ ( 30,097,506 ) Adjustments to reconcile net income (loss) to cash provided by (used) in operating activities: Change in fair value of derivative liability ( 266,891 ) 21,242,198 Stock-based compensation 5,761 305,000 Depreciation, depletion and amortization 213,810 411,129 Amortization of right-of-use assets 410,832 811,589 Equity in earnings of unconsolidated entity ( 132,137 ) - Amortization of debt discount 1,595,577 1,727,351 Loss on extinguishment of debt - 811,132 Gain on partial disposal of interest in subsidiary ( 6,169,824 ) - Loss on disposal of oil and gas properties - 755,506 Accretion – asset retirement obligation - 536 Foreign currency translation adjustment 84,734 ( 36,438 ) Changes in operating assets and liabilities: Accounts receivable, net 847,502 2,028,461 Inventory, net 1,594,832 247,611 Prepaids and other assets ( 136,494 ) ( 189,544 ) Accounts payable 314,809 3,065,394 Accrued expenses and other current liabilities ( 976,151 ) ( 1,829,257 ) Due to related parties - 166,806 Customer deposits ( 167,027 ) ( 21,664 ) Operating lease liabilities ( 391,476 ) ( 811,566 ) Undistributed revenues and royalties - 3,449 Net cash used in operating activities ( 1,989,306 ) ( 1,409,813 ) Cash flows from investing activities: Proceeds from sale of oil and gas properties - 205,000 Acquisition of fixed assets ( 16,136 ) ( 46,016 ) Payments received on notes receivable 42,162 - Deconsolidation of Simson-Maxwell cash balance ( 4,730 ) - Net cash provided by investing activities 21,296 158,984 Cash flows from financing activities: Issuance (repayment) of long-term debt, net 1,898,590 ( 1,359 ) Advances from (repayment of) bank credit facility ( 154,676 ) 1,015,166 Advance from related party 200,000 - Repayment of promissory notes, related parties ( 16,170 ) ( 61,005 ) Net cash provided by financing activities 1,927,744 952,802 Net decrease in cash and cash equivalents ( 40,266 ) ( 298,027 ) Cash and cash equivalents, beginning of period 114,648 906,060 Cash and cash equivalents, end of period $ 74,382 $ 608,033 Supplemental Cash Flow Information: Cash paid for: Interest $ 181,630 $ 259,693 Income taxes $ - $ - Supplemental Disclosure of Non-Cash Investing and Financing Activities: Issuance of warrants for services $ 5,761 $ - Issuance of shares on true-up of Series C Preferred Stock $ - $ 9,154,297 Common stock to be issued related to prior conversions of Series C Preferred Stock $ - $ 12,748,531 Issuance of common stock on conversion of debt $ - $ 3,645,821 Issuance of common stock on conversion of accrued interest on debt $ - $ 285,030 Acquisition of right of use assets through operating lease $ - $ 1,058,331 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents CAMBER ENERGY, INC. Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) For the six months ended June 30, 2025 Accumulated Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock to be Additional Other Non Total Series A Series C Series G Series H Common Stock Issued Paid-in Comprehensive Accumulated controlling Stockholders' Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount Capital Loss Deficit Interest Deficit Balances at December 31, 2024 28,092 $ 28 30 1 5,272 5 - $ - 258,136,858 $ 258,137 21,574,679 $ 3,451,949 $ 159,411,262 $ ( 134,916 ) $ ( 208,492,886 ) $ 7,686,763 $ ( 37,819,657 ) Common shares issued on true-up of Series C preferred stock - - - - - - - - 6,645,406 6,645 ( 6,645,406 ) ( 1,063,265 ) 1,056,620 - - - - Foreign currency translation adjustment - - - - - - - - - - - - - 84,272 - - 84,272 Net loss - - - - - - - - - - - - - - ( 2,717,093 ) ( 474,560 ) ( 3,191,653 ) Balances at March 31, 2025 28,092 $ 28 30 $ 1 5,272 $ 5 - $ - 264,782,264 $ 264,782 14,929,273 $ 2,388,684 $ 160,467,882 $ ( 50,644 ) $ ( 211,209,979 ) $ 7,212,203 $ ( 40,927,038 ) Disposition of majority interest in Simson-Maxwell - - - - - - - - - - - - - 50,644 - ( 363,220 ) ( 312,576 ) Common shares issued on conversion of Series C preferred stock - - ( 19 ) - - - - - 16,904,261 16,904 - - ( 16,904 ) - - - - Cancellation of Series C preferred stock - - ( 11 ) ( 1 ) - - - - - - - - 1 - - - - Cancellation of true-up shares to be issued - - - - - - - - - - ( 14,929,273 ) ( 2,388,684 ) 2,388,684 - - - - Issuance of warrants for services - - - - - - - - - - - - 5,761 - - - 5,761 Foreign currency translation adjustment - - - - - - - - - - - - - - - - - Net loss - - - - - - - - - - - - - - 4,711,553 ( 337,063 ) 4,374,490 Balances at June 30, 2025 28,092 $ 28 - $ - 5,272 $ 5 - $ - 281,686,525 $ 281,686 - $ - $ 162,845,424 $ - $ ( 206,498,426 ) $ 6,511,920 $ ( 36,859,363 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents For the six months ended June 30, 2024 Preferred Preferred Preferred Preferred Common Accumulated Stock Stock Stock Stock Common Stock to be Additional Other Non- Total Series A Series C Series G Series H Stock Issued Paid-in Comprehensive (Accumulated controlling Stockholders' Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount Capital (Loss) Deficit) Interest Equity Balances at December 31, 2023 28,092 $ 28 30 1 5,272 5 275 $ 3 119,301,921 $ 119,302 - $ - $ 136,863,364 $ ( 248,814 ) $ ( 140,350,893 ) $ 9,804,663 $ 6,187,659 Common shares issued on true-up of Series C preferred stock - - - - - - - - 31,138,378 31,138 - - 5,617,933 - - - $ 5,649,071 Common shares to be issued on true-up of Series C preferred stock - - - - - - - - - - 101,585,980 16,253,757 - - - - $ 16,253,757 Common shares issued for services - - - - - - - - 1,500,000 1,500 - - 303,500 - - - $ 305,000 Foreign currency translation adjustment - - - - - - - - - - - - - 3,280 - - $ 3,280 Net loss - - - - - - - - - - - - - - ( 26,266,332 ) ( 351,883 ) $ ( 26,618,215 ) Balances at March 31, 2024 28,092 $ 28 30 $ 1 5,272 $ 5 275 $ 3 151,940,299 $ 151,940 101,585,980 $ 16,253,757 $ 142,784,797 $ ( 245,534 ) $ ( 166,617,225 ) $ 9,452,780 $ 1,780,552 Common shares issued on true-up of Series C preferred stock - - - - - - - - 21,907,663 21,908 - - 3,483,318 - - - $ 3,505,226 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 - - - - - - ( 275 ) ( 3 ) 4,583,333 4,583 - - ( 4,580 ) - - - $ - Common shares issued on conversion of debt - - - - - - - - 19,907,976 19,908 - - 3,625,913 - - - $ 3,645,821 Common shares issued on conversion of accrued interest - - - - - - - - 1,693,949 1,694 - - 283,336 - - - $ 285,030 Foreign currency translation adjustment - - - - - - - - - - - - - ( 39,718 ) - - $ ( 39,718 ) Net loss - - - - - - - - - - - - - - ( 3,123,882 ) ( 355,409 ) $ ( 3,479,291 ) Balances at June 30, 2024 28,092 $ 28 30 $ 1 5,272 $ 5 - $ - 200,033,220 $ 200,033 79,678,317 $ 12,748,531 $ 150,172,784 $ ( 285,252 ) $ ( 169,741,107 ) $ 9,097,371 $ 2,192,394 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 Table of Contents CAMBER ENERGY, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Company Overview and Operations Camber Energy, Inc. (“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: (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 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. 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. 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: 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. Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage. 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 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. 9 Table of Contents 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: 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 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. Patent No. 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 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. The Company may also utilize the ESG Clean Energy System for its own account, whether in connection with its petroleum operations, Simson-Maxwell’s power generation operations, or otherwise. Medical Waste Disposal System Using Ozone Technology: In January 2022, Viking acquired a 51 % interest in Viking Ozone Technology, LLC (“Viking Ozone”), which owns the intellectual property rights to a patented (i.e., US Utility Patent No. 11,565,289), proprietary medical and biohazard waste treatment system using ozone technology. Simson-Maxwell has been designated the exclusive worldwide manufacturer and vendor of this system. 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. Broken Conductor Protection 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 broken conductor protection systems. The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground. 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. 10 Table of Contents Note 2. 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 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. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company may be able to continue to develop new opportunities and may be able to obtain additional funds through debt and / or equity financings to facilitate its business strategy; however, there is no assurance of additional funding being available. These condensed consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. Note 3. Summary of Significant Accounting Policies Recently issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes , which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. 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): Joint Venture Formations, which provides guidance on accounting for joint ventures established through new entities. The update mandates the application of the acquisition method of accounting for such transactions, requiring parties to recognize and measure identifiable assets and liabilities based on fair values at the acquisition date and establishes a measurement period for adjustments. The amendments in this Update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Adoption of the Update did not impact the Company’s financial statements for the current period. a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Camber’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 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.). 11 Table of Contents 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. These entities were formed to facilitate the monetization of acquired intellectual properties (see Note 5). These entities are variable interest entities in which the Company owns a controlling financial interest; consequently, these entities are also consolidated. All significant intercompany transactions and balances have been eliminated. c) Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows of businesses conducted in foreign currency are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions have been insignificant. d) Use of Estimates in the Preparation of Condensed Consolidated Financial Statements The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. 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. e) Financial Instruments Accounting Standards Codification, “ASC” Topic 820-10, “Fair Value Measurement” requires disclosure of the fair value of financial instruments held by the Company. 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 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: · Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3: 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. 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. 12 Table of Contents 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: Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) (six months ended June 30, 2025) Financial liabilities: Derivative liability - Series C Preferred Stock $ - $ - $ - $ 226,891 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 .The Company’s cash balances may at times exceed the FDIC insured limits. g) Inventory Inventories are stated at the lower of cost or net realizable value, and consist of parts, equipment and work-in-process. Work-in-process and finished goods included the cost of materials, direct labor and overhead. 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. 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. 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 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. 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. Diluted earnings per share give effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted earnings per share, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise price of the options and warrants. Purchases of treasury stock reduce the outstanding shares commencing on the date that the stock is purchased. Common stock equivalents are excluded from the calculation when a loss is incurred as their effect would be anti-dilutive. 13 Table of Contents 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. The cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. 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 Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. 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. 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. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset’s expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. 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. The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation. 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. 14 Table of Contents 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 June 30, 2025 2024 Asset retirement obligation – beginning $ 646,360 $ 1,042,900 ARO recovered on disposal of oil and gas properties - ( 78,394 ) Accretion expense - 536 Asset retirement obligation – ending $ 646,360 $ 965,042 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 June 30, 2025. The Company’s believes that decommissioning activity has begun and will retain this obligation pending resolution of the Order. n) Derivative Liabilities Convertible Preferred Shares The Series C Preferred Stock and the Company’s Series G Redeemable Convertible Preferred Stock (the “Series G Preferred Stock”) contain provisions that could result in modification of the conversion price that is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40, “Derivatives and Hedging”. The Series C Preferred Stock are convertible into shares of common stock at a fixed $162.50 conversion rate. Upon conversion, the holder is entitled to dividends as if the shares had been held to maturity, which is referred to as the Conversion Premium. The conversion ratio is based on a volume weighted average price (“VWAP”) calculation based on the lowest stock price over the Measurement Period. The Measurement Period is 30 trading days (or 60 trading days if there is a Triggering Event) prior to the conversion date and 30 trading days (or 60 trading days if there is a Triggering Event) after the conversion date. The VWAP calculation is subject to adjustment if there is a Triggering Event and the Measurement Period is subject to adjustment in the event that the Company is in default of one or more Equity Conditions provided in the Certificate of Designation (“COD”). For example, the Measurement Period may be extended one day for every day the Company is not in compliance with one or more of the Equity Conditions. Trigger events are described in the designation of the Series C Preferred Stock, but include items which would typically be events of default under a debt security, including filing of reports late with the SEC. At the conversion date, the number of shares due for the Conversion Premium is estimated based on the previous 30-day VWAP (or 60 trading days if there is a Triggering Event). If the VWAP calculation for the portion of the Measurement Period following the date of conversion is lower than the VWAP for the portion of the Measurement Period prior to the date of conversion, the holder will be issued additional shares of common stock (the “True-Up shares”). If the VWAP calculation is higher, no True-Up shares are issued. The Company has determined that the Series C Preferred Stock contains an embedded derivative liability relating to the Conversion Premium and, upon conversion, a derivative liability for the potential obligation to issue True-Up Shares relating to shares of Series C Preferred Stock that have been converted and the Measurement Period has not expired, if applicable. The fair value of the derivative liability relating to the Conversion Premium for any outstanding shares of Series C Preferred Stock is equal to the cash required to settle the Conversion Premium. The fair value of the potential True-Up share obligation has been estimated using a binomial pricing mode and the lesser of the conversion price or the lowest closing price of the Company’s stock subsequent to the conversion date, and the historical volatility of the Company’s common stock. The Series G Convertible Preferred stock is redeemable or convertible into a variable number of shares of common stock, at the option of the Company. The conversion rate is determined at the time of conversion using a VWAP calculation similar to the Series C Preferred Stock described above. As a result, the Series G Preferred Stock contains an embedded derivative that is required to be recorded at fair value. The Company has determined that the fair value of the embedded derivative is negligible due to the restrictions on conversion. 15 Table of Contents Convertible Debt We review the terms of convertible debt issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. The Company has adopted a sequencing approach to allocating its authorized and unissued shares when the number of such shares is insufficient to satisfy all convertible instruments or option type contracts that may be settled in shares. Specifically, the Company allocates it authorized and unissued shares based on the inception date of each instrument, with shares allocated first to those instruments with the earliest inception dates. Instruments with later inception dates for which no shares remain to be allocated are reclassified to asset or liability. 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. p) Subsequent events The Company has evaluated all subsequent events from June 30, 2025 through August 8, 2025. None were identified. 16 Table of Contents Note 4. 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 $ 2,271,862 Carrying amount of non-controlling interest and accumulated other comprehensive loss 312,576 2,584,438 Less carrying value of Simson-Maxwell's net assets ( 3,585,386 ) Gain on disposal of ownership interest $ 6,169,824 17 Table of Contents The adjustments to the Company’s consolidated financial position at April 1, 2025 are summarized below: April 1, 2025 Opening Deconsolidation Adjusted Balance Adjustments Balance ASSETS Current assets: Cash and cash equivalents $ 168,924 $ ( 4,730 ) $ 164,194 Accounts receivable, net 3,888,481 ( 3,888,481 ) - Inventory, net 7,336,016 ( 6,156,136 ) 1,179,880 Prepaids and other current assets 394,684 ( 86,108 ) 308,576 Notes receivable - 698,264 698,264 Total current assets 11,788,105 ( 9,437,192 ) 2,350,913 Fixed assets, net 1,392,249 ( 1,392,249 ) - Right of use assets, net 7,369,671 ( 7,369,671 ) - Due from related parties 321,529 ( 321,529 ) - Equity investment in Simson-Maxwell - 2,271,862 2,271,862 Other assets 19,316,121 - 19,316,121 TOTAL ASSETS $ 40,187,674 $ ( 16,248,779 ) $ 23,938,896 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 10,012,723 $ ( 5,428,722 ) $ 4,584,001 Accrued expenses and other current liabilities 8,822,649 ( 321,266 ) 8,501,383 Customer deposits 3,757,717 ( 3,757,717 ) - Current portion operating lease liabilities 1,591,970 ( 1,591,970 ) - Due to related parties 983,198 ( 592,368 ) 390,830 Current portion of notes payable - related parties 485,286 ( 485,286 ) - Bank indebtedness 3,782,332 ( 3,782,332 ) - Other current liabilities 2,173,881 - 2,173,881 31,609,755 ( 15,959,660 ) 15,650,095 Notes payable related parties 442,614 ( 442,614 ) - Operating lease liability 5,703,753 ( 5,703,753 ) - Other long-term liabilities 43,358,591 - 43,358,591 TOTAL LIABILITIES 81,114,713 ( 22,106,027 ) 59,008,686 STOCKHOLDERS' DEFICIT Share capital and additional paid in capital 163,121,382 - 163,121,382 Accumulated other comprehensive loss ( 50,644 ) 50,644 - Accumulated deficit ( 211,209,979 ) 6,169,824 ( 205,040,154 ) Parent's stockholders' equity in Camber ( 48,139,241 ) 6,220,468 ( 41,918,772 ) Noncontrolling Interests 7,212,203 ( 363,220 ) 6,848,982 TOTAL STOCKHOLDERS' DEFICIT ( 40,927,038 ) 5,857,248 ( 35,069,790 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 40,187,675 $ ( 16,248,779 ) $ 23,938,896 Note 5. 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. 18 Table of Contents Note 6. Intangible Assets ESG Clean Energy License The Company’s intangible assets include costs associated with securing in August 2021 an Exclusive Intellectual Property License Agreement with ESG, pursuant to which Viking received (i) an exclusive license to ESG’s patent rights and know-how related to stationary electric power generation (not in connection with vehicles), including methods to utilize heat and capture carbon dioxide in Canada, and (ii) a non-exclusive license to the intellectual property in up to 25 sites in the United States that are operated by the Company or its affiliates. In consideration of the licenses, Viking paid an up-front royalty of $ 1,500,000 and Viking was obligated to make additional royalty payments as follows: (i) an additional $1,500,000 on or before January 31, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election; (ii) an additional $ 2,000,000 on or before April 20, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election; and (iii) continuing royalties of not more than 15 % of the Company’s net revenues generated using the intellectual property, with the continuing royalty percentage to be jointly determined by the parties collaboratively based on the parties’ development of realistic cashflow models resulting from initial projects utilizing the intellectual property, and with the parties utilizing mediation if they cannot jointly agree to the continuing royalty percentage. With respect to the payments noted in (i) and (ii) above, totaling $3,500,000, on or about November 22, 2021, the Company paid $500,000 to or on behalf of ESG and ESG elected to accept $2,750,000 in shares of Viking’s common stock at the applicable conversion price, resulting in 6,942,691 shares, leaving a balance owing of $250,000 which was paid in January 2022 . The Company’s exclusivity with respect to Canada shall terminate if minimum continuing royalty payments to ESG are not at least equal to the following minimum payments based on the date that ESG first begins capturing carbon dioxide and selling for commercial purposes one or more commodities from a system installed and operated by ESG using the intellectual property (the “Trigger Date”): Minimum Payments Years from the Trigger Date: For Year Ended Year two $ 500,000 Year three 750,000 Year four 1,250,000 Year five 1,750,000 Year six 2,250,000 Year seven 2,750,000 Year eight 3,250,000 Year nine and after 3,250,000 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 $ 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. 19 Table of Contents The ESG intangible asset consisted of the following at June 30, 2025 and December 31, 2024: June 30, 2025 December 31, 2024 ESG Clean Energy License $ 5,000,000 $ 5,000,000 Accumulated amortization ( 1,194,181 ) ( 1,041,103 ) $ 3,805,819 $ 3,958,897 Note 7. Intangible Assets - Variable Interest Entities (VIE’s) Medical Waste Disposal System 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: Purchase Price: Fair value of stock at closing $ 2,000,000 Fair value of contingent consideration 495,868 Total consideration $ 2,495,868 Purchase Price Allocation: Intangible asset – Patents and Intellectual Property $ 4,916,057 Non-controlling interest ( 2,420,189 ) Camber ownership interest $ 2,495,868 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. The acquisition was recorded as follows: Purchase Price: Fair value of stock at closing $ 233,334 Total consideration $ 233,334 Purchase Price Allocation: Intangible asset – Patents and Intellectual Property $ 457,518 Non-controlling interest ( 224,184 ) Camber ownership interest $ 233,334 20 Table of Contents 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 No. Purchase Price * When Due No. of Pref. Shares Conversion Price No. of Underlying Common Shares Estimated Revenues if Sales Target Achieved** 1 $ 250,000 On closing N/A $ 0.60 416,667 N/A 2 4,750,000 On closing 475 0.60 7,916,667 N/A 3 1,000,000 Upon the sale of 10k units 100 0.75 1,333,333 $ 50,000,000 4 2,000,000 Upon the sale of 20k units 200 1.00 2,000,000 100,000,000 5 3,000,000 Upon the sale of 30k units 300 1.25 2,400,000 150,000,000 6 4,000,000 Upon the sale of 50k units 400 1.50 2,666,667 250,000,000 7 6,000,000 Upon the sale of 100k units 600 2.00 3,000,000 500,000,000 Total $ 21,000,000 2,075 $ 1.06(avg.) 19,733,334 $ 500,000,000 ___________ * The $ 5 million due on closing was payable solely in stock of Viking. All other payments, if the subject sales targets are met, are payable in cash or in shares of convertible preferred stock of the Company, at the seller’s option. ** These are estimates only. There is no guarantee any sales targets will be reached. 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. The acquisition was recorded as follows: Purchase Price: Fair value of stock at closing $ 4,433,334 Fair value of contingent consideration 939,889 Total consideration $ 5,373,223 Purchase Price Allocation: Intangible asset – Patents and Intellectual Property $ 10,059,765 Non-controlling interest ( 4,686,542 ) Camber ownership interest $ 5,373,223 The Company consolidates any VIEs in which it holds a variable interest and is the primary beneficiary. Generally, a VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. 21 Table of Contents The Company has determined that it is the primary beneficiary of three VIEs (Viking Ozone, Viking Sentinel and Viking Protection), and consolidates the financial results of these entities, as follows: Viking Viking Viking Ozone Sentinel Protection Total Intangible asset - Patents and Intellectual Property $ 4,916,057 $ 457,518 $ 10,059,765 $ 15,433,340 Non-controlling interest (at acquisition) ( 2,420,189 ) ( 224,184 ) ( 4,686,542 ) ( 7,330,915 ) Camber ownership interest $ 2,495,868 $ 233,334 $ 5,373,223 $ 8,102,425 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 June 30, 2025, no shares of Series H Preferred Stock remained outstanding. Note 8. 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. Doris’s. 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 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. McVicar’s. 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. Note 9. Non-Controlling Interests 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 six months ended June 30, 2025: Non-controlling interest - January 1, 2025 $ 6,871,645 Net loss attributable to non-controlling interest ( 359,725 ) Non-controlling interest – June 30, 2025 $ 6,511,920 22 Table of Contents Note 10. Long-Term Debt and Other Short-Term Borrowings Long-term debt and other short-term borrowings consisted of the following at June 30, 2025 and December 31, 2024: June 30, 2025 December 31, 2024 Long-term debt: Note payable to Discover, pursuant to a Secured Promissory Note dated December 24, 2021 and funded on January 3, 2022 in the original amount of $26,315,789 with interest and principal due at maturity on January 1, 2027. The note bears interest at a rate equal to the Wall Street Journal Prime Rate (3.25%) as of the effective date and is secured by lien on substantially all of the Company’s assets. The balance shown is net of unamortized debt discount of $4,892,844 and $6,488,422 at June 30, 2025 and December 31, 2024, respectively. $ 21,422,945 $ 19,827,367 Note payable to Discover pursuant to a 10.0% Secured Promissory Note dated April 23, 2021 in the original amount of $2,500,000 with interest and principal due at maturity on January 1, 2027. Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to the Wall Street Journal Prime Rate (3.25%) as of the amendment date. The Note is secured by a lien on substantially all of the Company’s assets. 2,500,000 2,500,000 Note payable to Discover, pursuant to a 10.0% Secured Promissory Note dated December 22, 2020 in the original amount of $12,000,000 with interest and principal due at maturity on January 1, 2027. Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to the Wall Street Journal Prime Rate (3.25%) as of the amendment date. The Note is secured by a lien on substantially all of the Company’s assets. 12,000,000 12,000,000 Note payable to Discover, pursuant to a 10.0% Secured Promissory Note dated December 11, 2020 in the original amount of $6,000,000 with interest and principal due at maturity on January 1, 2027. Pursuant to an amendment dated December 24, 2021 the interest rate was adjusted to the Wall Street Journal Prime Rate (3.25%) as of the amendment date. The Note is secured by a lien on substantially all of the Company’s assets. 6,000,000 6,000,000 Loan of $150,000 dated July 1, 2020 from the U.S. Small Business Administration. The loan bears interest at 3.75% and matures on July 28, 2050. The loan is payable in monthly installments of $731 with the remaining principal and accrued interest due at maturity. Installment payments were originally due to start 12 months from the date of the note but the date was extended to January 2023. Accrued interest from the original installment due date to January 2023 was capitalized to the loan principal balance. 157,865 159,276 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. 1,200,000 - 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. 200,000 - 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. 500,000 - Total long-term debt 43,980,810 40,486,643 Less current portion ( 702,902 ) ( 2,848 ) Total long-term debt, net of current portion and debt discount $ 43,277,908 $ 40,483,795 23 Table of Contents Principal maturities of long-term debt for the next five years and thereafter are as follows: Twelve-month period ended June 30, Principal Unamortized Discount Net 2026 $ 702,902 $ - $ 702,902 2027 48,018,802 ( 4,892,844 ) 43,125,958 2028 3,127 - 3,127 2029 2,705 - 2,705 2030 3,058 - 3,058 Thereafter 143,060 - 143,060 $ 48,873,654 $ ( 4,892,844 ) $ 43,980,810 Note 11. Derivative Liability Series C Preferred Stock The Series C Preferred Stock contains an embedded derivative due to the potential conversion into a variable number of shares of common stock. Upon conversion of the Series C Preferred Stock into shares of common stock, the Company has a potential obligation to issue additional shares of common stock to satisfy the True-Up obligation. Both the Conversion Premium and the True-Up obligation are derivatives and are required to be recorded at fair value. Conversion of the face value of the Series C Preferred Stock is fixed at $ 162.50 per share of common stock. The Conversion Premium is convertible into shares of common stock based on a variable that is not an input to fair value of a fixed-for-fixed option as defined in FASB ASC 815-40 and is a derivative liability and is recorded at fair value. The Company determines the redemption value of the face value of the Series C Preferred Stock to be the fair value of the shares of common stock issuable to satisfy the conversion of the face value of the Series C Preferred Stock. The fair value of the Conversion Premium is determined to be the fair value of the shares required to satisfy the Conversion Premium. 24 Table of Contents The Company receives notice of conversion from the holder with a calculation of the number of shares of common stock required to be issued to satisfy the redemption value plus the Conversion Premium. The Company then issues the number of shares of common stock determined by the holder using a VWAP calculation for the Measurement Period before the conversion date. The shares may be issued over time due to ownership limitations of the holder. Upon conversion of the Series C Preferred Stock, the Company reduces the derivative liability by the amount that was originally recorded for the number of Series C Preferred Stock converted. Any difference between the current fair value of the common shares issued to satisfy the conversion premium and the originally recorded derivative liability is recorded as a loss on derivative liability. The holder may be entitled to additional shares subsequent to the conversion date if the VWAP calculation for the portion of the Measurement Period following the date of conversion is lower than the VWAP for the portion of the Measurement Period prior to the date of conversion, referred to as True-Up shares. If the VWAP calculation is higher, no True-Up shares are issued. The potential obligation to issue True-Up shares may create an additional derivative liability. The determination of the number of True-Up shares due, if any, is based on the lowest VWAP calculation over the Measurement Period that extends beyond the conversion date. In addition, if the Company has not complied with certain provisions of the COD, the Measurement Period does not end until the Company is in compliance. The potential obligation to issue True-Up shares after the conversion date is a derivative liability. The derivative liability for the True-Up Shares at the end of each period represents Series C Preferred Stock conversions in respect of which the Measurement Period had not expired as of the period end. The fair value of the derivative liability is estimated using a binomial pricing model, the estimated remaining Measurement Period, the share price and the historical volatility of the Company’s common stock. The fair value of the derivative liability relating to the potential obligation to issue True-Up shares is subject to adjustment as the Company’s stock price changes. Such changes are recorded as changes in fair value of derivative liability. On March 25, 2024, the Company received a notice letter from the NYSE American stating that the Company was back in compliance with all of the NYSE American’s continued listing standards. As a result, the Measurement Period related to prior conversions of 240 Series C Preferred Stock ended and the number of remaining True-Up shares due from these prior conversions was fixed at 101,585,980 . This reduced the value of derivative liability associated with True-Up shares to zero, and the fair value of the True-Up share obligation at March 25, 2024 was reclassified to Stockholders’ Equity as common shares to be issued. 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. Note 12. Equity (a) Common Stock The Company is authorized to issue 500,000,000 shares of Common Stock, par value $ 0.001 per share. During the six months ended June 30, 2025, the Company issued a total of 23,549,667 shares of common stock, as follows: (i) (ii) 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. 25 Table of Contents (b) Preferred Stock The Company is authorized to issue 10,000,000 shares of Preferred Stock, par value $ 0.001 per share (the “Preferred Stock”). (i) Series A Convertible Preferred Stock On August 1, 2023, the Company issued 28,092 shares of new Series A Preferred Stock in exchange for 28,092 outstanding shares of old Series C Preferred Stock of Viking Energy Group Inc. Pursuant to the COD for the Series A Preferred Stock (the “Series A COD”), each share of 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; (c) on a proposal to wind up Camber; (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. (ii) Series C Redeemable Convertible Preferred Stock Holders of the Series C Preferred Stock are entitled to cumulative dividends in the amount of 24.95 % per annum (adjustable up to 34.95% if a Trigger Event, as described in the Series C COD occurs), payable upon redemption, conversion, or maturity, and when, as and if declared by our board of directors in its discretion, provided that upon any redemption, conversion, or maturity, seven years of dividends are due and payable on such redeemed, converted or matured stock. The Series C Preferred Stock ranks senior to the common stock. Except as prohibited by applicable law or as set forth herein, the holders of shares of Series C Preferred Stock have the right to vote together with holders of Common Stock on all matters other than: (i) the election of directors; (ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series C Preferred Stock), in each instance on an as-if converted basis, subject to the beneficial ownership limitation in the COD, even if there are insufficient shares of authorized Common Stock to fully convert the shares of Series C Preferred Stock. The Series C Preferred Stock may be converted into shares of our common stock at any time at the option of the holder, or at Camber’s option if certain equity conditions (as defined in the Series C COD), are met. Upon conversion, Camber will pay the holders of the Series C Preferred Stock being converted through the issuance of common stock, in an amount equal to the dividends that such shares would have otherwise earned if they had been held through the maturity date (i.e., seven years), and issue to the holders such number of shares of common stock equal to $ 10,000 per share of Series C Preferred Stock (the “Face Value”) multiplied by the number of such shares of Series C Preferred Stock divided by the applicable conversion price of $ 162.50 (after adjustment following the December 21, 2022 reverse stock split) adjusted for any future forward or reverse splits. The conversion premium under the Series C Preferred Stock is payable and the dividend rate under the Series C Preferred Stock is adjustable. Specifically, the conversion rate of such premiums and dividends equals 95% of the average of the lowest 5 individual daily volume weighted average prices during the Measuring Period (as defined below), not to exceed 100% of the lowest sales prices on the last day of the Measuring Period, less $0.05 per share of common stock, unless a trigger event has occurred, in which case the conversion rate equals 85% of the lowest daily volume weighted average price during the Measuring Period, less $0.10 per share of common stock not to exceed 85% of the lowest sales prices on the last day of such the Measuring Period, less $0.10 per share . The “Measuring Period” is the period beginning, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, before the applicable notice has been provided regarding the exercise or conversion of the applicable security, and ending, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, after the applicable number of shares stated in the initial exercise/conversion notice have actually been received into the holder’s designated brokerage account in electronic form and fully cleared for trading. Trigger Events are described in the designation of the Series C Preferred Stock, but include items which would typically be events of default under a debt security, including filing of reports late with the SEC. 26 Table of Contents The Series C Preferred Stock has a maturity date that is seven years after the date of issuance and, if the Series C Preferred Stock has not been wholly converted into shares of common stock prior to such date, all remaining outstanding Series C Preferred Stock will automatically be converted into shares of common stock, to the extent Camber has sufficient authorized but unissued shares of common stock available for issuance upon conversion. Notwithstanding any other provision of this designation, available authorized and unissued shares of common stock will be a limit and cap on the maximum number of shares of common stock that could be potentially issuable with respect to all conversions and other events that are not solely within the control of Camber. Camber will at all times use its best efforts to authorize sufficient shares. The number of shares required to settle the excess obligation is fixed on the date that net share settlement occurs. The Dividend Maturity Date will be indefinitely extended and suspended until sufficient authorized and unissued shares become available. 100 % of the Face Value, plus an amount equal to any accrued but unpaid dividends thereon, automatically becomes payable in the event of a liquidation, dissolution or winding up by Camber. Camber may not issue any preferred stock that is pari passu or senior to the Series C Preferred Stock with respect to any rights for a period of one year after the earlier of such date (i) a registration statement is effective and available for the resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock, or (ii) Rule 144 under the Securities Act is available for the immediate unrestricted resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock. The Series C Preferred Stock is subject to a beneficial ownership limitation, which prevents any holder of the Series C Preferred Stock from converting such Series C Preferred Stock into common stock, if upon such conversion, the holder would beneficially own greater than 9.99 % of Camber’s outstanding common stock. Pursuant to the Series C COD, holders of the Series C Preferred Stock are permitted to vote together with holders of common stock on all matters other than election of directors and shareholder proposals (including proposals initiated by any holders of preferred shares), on an as-if converted basis, subject to the beneficial ownership limitation in the Series C COD, even if there are insufficient shares of authorized common stock to fully convert the Series C Preferred Stock. Also pursuant to certain agreements entered into with the holders of the Series C Preferred Stock in October 2021, due to the occurrence of a Trigger Event, Camber no longer has the right to conduct an early redemption of the Series C Preferred Stock as provided for in the Series C COD unless the Company’s indebtedness to Discover is paid in full. On October 31, 2022, Camber filed with the Secretary of State of Nevada an amendment to the Series C COD (the “Series C Amendment”), dated as of October 28, 2022 (the “Series C Amendment Date”), pursuant to agreements between Camber and each of Discover and Antilles Family Office, LLC (“Antilles”) signed on October 28, 2022, which amended the Series C COD such that (i) beginning on the Series C Amendment Date and thereafter, when determining the conversion rate for each share of Series C Preferred Stock based on the trading price of Camber’s common stock over a certain number of previous days (“Measurement Period”), no day will be added to what would otherwise have been the end of any Measurement Period for the failure of the Equity Condition (as defined in the Series C COD), even if the volume weighted average trading price (“Measuring Metric”) is not at least $ 1.50 and each holder of Series C Preferred Stock waived the right to receive any additional shares of common stock that might otherwise be due if such Equity Condition were to apply after the Series C Amendment Date, including with respect to any pending Measurement Period; and (ii) (A) beginning on the Series C Amendment Date and for the period through December 30, 2022, the Measuring Metric will be the higher of the amount provided in Section I.G.7.1(ii) of the Series C COD and $0.20, and (B) beginning at market close on December 30, 2022 and thereafter, the Measuring Metric will be the volume weighted average trading price of the common stock on any day of trading following the date of first issuance of the Series C Preferred Stock . November 2022 Agreement with Discover Growth Fund, LLC On November 3, 2022, the Company entered into an agreement with Discover, pursuant to which Discover absolutely and unconditionally waived and released any and all rights to receive further or additional shares of the Company’s common stock (the “Conversion Shares”) with respect to any and all shares of Series C Preferred Stock previously converted by Discover including, but not limited to, the right to deliver additional notices for more Conversion Shares under the Series C COD. 27 Table of Contents Discover also absolutely and unconditionally waived and released any and all rights to convert all or any part of any Promissory Notes previously executed by the Company in favor of Discover into shares of the Company’s common stock and agreed not to convert or attempt to convert any portion of any Promissory Notes, at any particular price or at all. February 2024 Agreement with Antilles Family Office, LLC On or about February 15, 2024, the Company and Antilles entered into the February 2024 Antilles Agreement in relation to an amendment to the fifth amended and restated certificate of designations regarding its Series C Preferred Stock, as amended (the “COD”). Particularly, in exchange for the release and indemnity as provided for in the Agreement, Antilles agreed to certain amendments to the COD. On February 21, 2024, the Company filed with the Secretary of State of Nevada an amendment to the COD (the “Amendment”), dated as of February 21, 2024 (the “Amendment Date”), pursuant to the Agreement, which amended the COD to (i) establish a floor price in connection with determining the Conversion Premium (as defined in the COD) associated with conversions of Series C Preferred Stock, (ii) confirm that the Company may make an early redemption of any outstanding Series C Preferred Stock provided that outstanding promissory notes in favor of the Investor or its affiliates (collectively, the “Notes”) are paid in full, and (iii) confirm that no additional conversion shares will be owed to the Investor if the Notes are paid in full and all then outstanding shares of Series C Preferred Stock have been redeemed. Specifically, the Amendment provides that (i) beginning on the Amendment Date and thereafter, the Measuring Metric will be the higher of (x) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock and (y) $ 0.15 , (ii) notwithstanding any other provision of the COD or any other document or agreement between the parties, the Company may make an early redemption pursuant to Section I.F.2 of the COD even though multiple Trigger Events (as defined in the COD) have occurred, subject to full repayment of any outstanding Notes, and (iii) if all outstanding Notes are paid in full and all then outstanding shares of Series C Preferred Stock are redeemed, the Investor will not thereafter deliver any Additional Notices (as defined in the COD) with respect to then already-converted shares of Series C Preferred Stock, and no additional Conversion Shares (as defined in the COD) will be owed to Antilles. In addition, pursuant to the Agreement, (i) beginning on February 15, 2024 and thereafter, the Company agreed to pay at least fifty percent of the net proceeds received by the Company in connection with any registered or unregistered offering of equity or debt securities of the Company toward repayment of any outstanding Notes, and (ii) Antilles rescinded its prior notice to increase the beneficial ownership limitation to 9.99%, such that the limitation is restored to 4.99% effective five Business Days from the date of the Agreement. On March 25, 2024, the Company received a notice letter from the NYSE American stating that the Company was back in compliance with all of the NYSE American’s continued listing standards. As a result, the Measurement Period related to prior conversions of 240 Series C Preferred Stock ended and the number of remaining True-Up shares due from these prior conversions was fixed at 101,585,980 . 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. 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 On or about December 30, 2021, the Company created a new class of Series G Preferred Stock, having a face value of $ 10,000 per share. The rights, entitlements and other characteristics of the Series G Preferred Stock are set out in the Series G COD. 28 Table of Contents Pursuant to the Series G COD, the Series G Preferred Stock may be converted into shares of common stock at any time at the option of the holder at a price per share of common stock equal to one cent above the closing price of the Company’s common stock on the date of the issuance of such shares of Series G Preferred Stock, or as otherwise specified in the Stock Purchase Agreement, subject to adjustment as otherwise provided in the COD. Upon conversion, the Company will pay the holders of the Series G Preferred Stock being converted a conversion premium equal to the amount of dividends that such shares would have otherwise earned if they had been held through the maturity date. The Series G Preferred Stock, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior to the Company’s common stock; (b) junior to the Series C Preferred Stock, (c) senior to the Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock, as such may be designated as of the date of this Designation, or which may be designated by the Company after the date of this Designation; (d) senior, pari passu or junior with respect to any other series of Preferred Stock, as set forth in the COD with respect to such Preferred Stock; and (d) junior to all existing and future indebtedness of the Company. Except as prohibited by applicable law or as set forth herein, the holders of shares of Series G Preferred Stock will have the right to vote together with holders of common stock and Series C Preferred on all matters other than: (i) the election of directors; (ii) and any shareholder proposals, including proposals initiated by any holder of shares of Series G Preferred Stock), in each instance on an as-converted basis, subject to the beneficial ownership limitation in the COD even if there are insufficient shares of authorized common stock to fully convert the shares of Series G Preferred Stock into common stock. Commencing on the date of the issuance of any such shares of Series G Preferred Stock, each outstanding share of Series G Preferred Stock will accrue cumulative dividends at a rate equal to 10.0 % per annum, subject to adjustment as provided in the COD, of the Face Value. Dividends will be payable with respect to any shares of Series G Preferred Stock upon any of the following: (a) upon redemption of such shares in accordance with the Series G COD; (b) upon conversion of such shares in accordance with the Series G COD; and (c) when, as and if otherwise declared by the board of directors of the Corporation. Dividends, as well as any applicable Conversion Premium payable hereunder, will be paid in shares of common stock valued at (i) if there is no Material Adverse Change as at the date of payment or issuance of shares of common stock for the Conversion Premium, as applicable, (A) 95.0% of the average of the 5 lowest individual daily volume weighted average prices of the common stock on the Trading Market during the applicable Measurement Period, which may be non-consecutive, less $0.05 per share of common stock, not to exceed (B) 100% of the lowest sales price on the last day of such Measurement Period less $0.05 per share of common stock, or (ii) during the time that any Material Adverse Change is ongoing, (A) 85.0% of the lowest daily volume weighted average price during any Measurement Period for any conversion by Holder, less $0.10 per share of common stock, not to exceed (B) 85.0% of the lowest sales price on the last day of any Measurement Period, less $0.10 per share of common stock . On the Dividend Maturity Date, the Corporation may redeem any or all shares of Series G Preferred Stock by paying Holder, in registered or unregistered shares of common stock valued at an amount per share equal to 100% of the Liquidation Value for the shares redeemed, and the Corporation will use its best efforts to register such shares . In the first quarter of 2022, pursuant to a stock purchase agreement between the Company and an accredited investor (the “Investor”) dated on or about December 30, 2021, the Investor purchased from the Company 10,544 shares of newly designated Series G Preferred Stock, having a face value of $ 10,000 per share, for an aggregate price of $ 100,000,000 (the “Purchase Price”), representing at a 5 % original issue discount. The Purchase Price was paid by the Investor via payment of $ 5,000,000 in cash, and the execution and delivery of four Promissory Notes (each a “Note” and collectively, the “Notes”) from the Investor in favor of Company, each in the amount of $ 23,750,000 and payable by the Investor to the Company on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively. There are 2,636 shares of Series G Preferred Stock associated with each Note, and the Investor may not convert the shares of preferred stock associated with each 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. The Company may in its sole discretion redeem the 2,636 shares of Series G Preferred Stock associated with each Note by paying the Investor $ 1,375,000 as full consideration for such redemption. Also, the Investor may offset the then outstanding balance of each Note against the 2,636 shares of Series G Preferred Stock associated with that Note by electing to cancel the 2,636 shares as full consideration for cancellation of the Note in the event of a breach or default of any of the transaction documents by the Company. 29 Table of Contents In 2022, the Company paid the Investor $ 2,750,000 and redeemed 5,272 shares of Series G Preferred Stock associated with the Notes due March 31, 2022 and June 30, 2022, thereby canceling such Notes and reducing the number of shares of Series G Preferred Stock outstanding from 10,544 to 5,272 . 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 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 On August 1, 2023, the Company issued 475 shares of new Series H Preferred Stock in exchange for 475 outstanding shares of old Series E Preferred Stock of Viking Energy Group inc. Pursuant to the COD for the Series H Preferred Stock (the “Series H COD”), each share of New Camber Series H Preferred Stock has a face value of $ 10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99% of Camber Common Stock (but may be increased up to a maximum of 9.99% at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis. During the year ended December 31, 2023, Jedda Holdings converted 200 of the 475 shares of Series H Preferred Stock into 3,333,333 shares of Common Stock . During the year ended December 31, 2024, Jedda Holdings converted the remaining 275 shares of Series H Preferred Stock into 4,583,333 shares of Common Stock. (c) Warrants The following table represents stock warrant activity as of and for the six months ended June 30, 2025 and 2024: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Warrants Outstanding – December 31, 2024 2,341,416 $ 0.86 2.55 years - Granted 200,000 0.15 1.83 years - Exercised - - - - Forfeited/expired/cancelled - - - - Warrants Outstanding – June 30, 2025 2,541,416 $ 0.80 2.04 years $ - Outstanding Exercisable – June 30, 2025 2,541,416 $ 0.80 2.04 years $ - 30 Table of Contents Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Warrants Outstanding – December 31, 2023 3,691,143 $ 0.66 2.62 years - Granted - - - - Exercised - - - - Forfeited/expired/cancelled ( 397,778 ) 1.99 - - Warrants Outstanding – June 30, 2024 3,293,365 $ 0.50 2.41 years $ - Outstanding Exercisable – June 30, 2024 3,293,365 $ 0.50 2.41 years $ - 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. Note 13. Commitments and Contingencies Legal matters Merger-Related Litigation On February 9, 2024, plaintiff Lawrence Rowe, on behalf of himself and all other similarly situated former public minority shareholders of Viking, filed against the Company and its CEO a putative Class Action Complaint (i.e. C.A. No.4:24-cv-00489) styled Lawrence Rowe, Individually and on Behalf of All Others Similarly Situated v. James A. Doris and Camber Energy, Inc. , in the U.S. District Court for the Southern District of Texas, Houston Division. The complaint alleges breaches of fiduciary duty in connection with the merger between Viking and the Company and seeks to recover damages for the alleged breaches. The defendants deny the allegations and filed a motion to dismiss (“MTD”) the case on April 26, 2024. The MTD hearing was held on August 30, 2024. 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 In November 2015, Randy L. Robinson, d/b/a Maranatha Oil Co. sued the Company in Gonzales County, Texas (Cause No. 26160). The plaintiff alleged that it assigned oil and gas leases to the Company in April 2010, retaining a 4% overriding royalty interest and 50% working interest and that the Company failed to pay such overriding royalty interest or royalty interest . The interests relate to certain oil and gas properties which the Company subsequently sold to Nordic Oil USA in April 2013. The petition alleges causes of actions for breach of contract, failure to pay royalties, non-payment of working interest, fraud, fraud in the inducement of contract, money had and received, constructive trust, violation of theft liability act, continuing tort and fraudulent concealment. The suit seeks approximately $ 100,000 in amounts alleged owed, plus pre-and post-judgment interest. The Company has filed a denial to the claims and intends to vehemently defend itself against the allegations. Note 14. Business Segment Information and Geographic Data The Company has two reportable segments: 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. 31 Table of Contents 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, 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 and six months ended June 30, 2025 and 2024 is presented below. Three Months Ended June 30, 2025 Power Generation Other Total Loss from Operations is as follows: Revenue $ - $ - $ - Operating expenses Cost of goods - - - General and administrative - 1,218,113 1,218,113 Share-based compensation - 5,761 5,761 Depreciation, depletion and amortization - 76,963 76,963 Total operating expenses - 1,300,837 1,300,837 Loss from operations $ - $ ( 1,300,837 ) $ ( 1,300,837 ) Equity in earnings of unconsolidated entity $ 132,137 $ - $ 132,137 Assets (at end of period) Segment assets $ 2,403,999 $ 21,097,806 $ 23,501,805 Corporate and unallocated assets - Total Consolidated Assets $ 23,501,805 Three Months Ended June 30, 2024 Oil and Gas Power Generation Total Loss from Operations is as follows: Revenue $ 27,868 $ 9,479,282 $ 9,507,150 Operating expenses Cost of goods - 7,102,441 7,102,441 Lease operating costs - - - General and administrative 1,384,398 3,025,329 4,409,727 Stock-based compensation - - - Accretion - ARO - - - Depreciation, depletion and amortization 76,962 105,368 182,330 Total operating expenses 1,461,360 10,233,138 11,694,498 Loss from operations $ ( 1,433,492 ) $ ( 753,856 ) $ ( 2,187,348 ) Assets Segment assets $ 1,121,196 $ 23,834,089 $ 24,955,285 Corporate and unallocated assets 55,108,263 Total Consolidated Assets $ 80,063,548 Six Months Ended June 30, 2025 Power Generation Other Total Loss from Operations is as follows: Revenue $ 6,229,335 $ - $ 6,229,335 Operating expenses Cost of goods 4,648,824 - 4,648,824 General and administrative 2,608,542 1,834,007 4,442,549 Share-based compensation - 5,761 5,761 Depreciation, depletion and amortization 60,731 153,079 213,810 Total operating expenses 7,318,097 1,992,847 9,310,944 Loss from operations $ ( 1,088,762 ) $ ( 1,992,847 ) $ ( 3,081,609 ) Equity in earnings of unconsolidated entity $ 132,137 $ - $ 132,137 Assets (at end of period) Segment assets $ 2,403,999 $ 21,097,806 $ 23,501,805 Corporate and unallocated assets - Total Consolidated Assets $ 23,501,805 Six Months Ended June 30, 2024 Oil and Gas Power Generation Total Loss from Operations is as follows: Revenue $ 94,499 $ 16,103,531 $ 16,198,030 Operating expenses Cost of goods - 11,675,198 11,675,198 Lease operating costs 22,349 - 22,349 General and administrative 2,492,068 5,737,659 8,229,727 Stock-based compensation 305,000 - 305,000 Accretion - ARO 536 - 536 Depreciation, depletion and amortization 199,546 211,583 411,129 Total operating expenses 3,019,499 17,624,440 20,643,939 Loss from operations $ ( 2,925,000 ) $ ( 1,520,909 ) $ ( 4,445,909 ) Assets Segment assets $ 1,121,196 $ 23,834,089 $ 24,955,285 Corporate and unallocated assets 55,108,263 Total Consolidated Assets $ 80,063,548 32 Table of Contents