CAMBER ENERGY, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. INDEX TO THE FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID# 76 ) F-1 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024 F-6 Consolidated Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 28 Table of Contents Your Vision Our Focus REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Camber Energy, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Camber Energy, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes to consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company expects to continue incurring operating losses and generating negative cash flows from operations for the foreseeable future. Additionally, the Company has a significant working capital deficiency, accumulated deficit and net loss for the year. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-1 Table of Contents Intangible Asset Impairment Refer to Note 3, Summary of Significant Accounting Policies – Intangible Assets , and Note 6, Intangible Assets , to the financial statements. Critical Audit Matter Description The Company’s evaluation of long-lived intangible assets for impairment involves the comparison of the fair value of each asset to its carrying value. The Company estimates fair value primarily using the income approach, which is based on the present value of estimated future cash flows attributable to the respective assets. This requires management to make significant estimates and assumptions related to forecasts of future revenues, operating margins, cash flows (including growth rates beyond the explicit forecast period), royalty rates (where applicable), and discount rates (weighted-average cost of capital). Changes in these assumptions could have a material impact on either the fair value determination or the amount of any impairment charge. During the year, the Company performed its annual impairment assessments as of December 31, 2025, and also performed interim quantitative impairment tests due to identified triggering events, e.g., adverse changes in market conditions, increased competition, reduced cash flows, or macroeconomic factors. The estimated fair value of the ESG Clean Energy license was determined to be zero, resulting in an impairment charge of approximately $3.7 million. The estimated fair value of the Other intangibles – Variable Interest Entities were determined to be in excess of their carrying values, resulting in no impairment charges. We identified the Company’s impairment evaluations of long-lived intangible assets as a critical audit matter because of significant judgments made by management to estimate the fair values of the assets. A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s forecasts, growth rates, royalty rates, discount rates, and fair-value allocations. How the Critical Audit Matter Was Addressed in the Audit Our principal audit procedures related to the Company’s impairment evaluations included the following: - We evaluated management’s ability to accurately forecast revenues, margins, and cash flows by comparing actual results to management’s historical forecasts. - We evaluated the reasonableness of management’s forecasts of revenues, operating margins, and cash flows by comparing them to: i. Historical results; ii. Underlying business strategies and growth plans; iii. Internal communications to management and the Board of Directors; iv. Forecasted information included in Company press releases, earnings calls, and analyst and industry reports for the Company and peer companies. - We evaluated the reasonableness of the valuation methodologies, growth rates, royalty rates, discount rates, and fair-value allocations by: i. Testing the source information underlying the determination of those assumptions and the mathematical accuracy of the calculations; ii. Developing a range of independent estimates for the discount rates and terminal growth rates and comparing those ranges to the rates selected by management; iii. Performing sensitivity analyses over the significant assumptions to assess the potential impact on the fair value conclusions. - We also assessed the appropriateness of the Company’s disclosures related to the impairment assessments, including the key assumptions and the sensitivity of the fair value measurements to changes in those assumptions. Accounting for Investment in Simson-Maxwell Ltd. – Deconsolidation, Equity Method Accounting, and Subsequent Change to Fair Value Refer to Note 3, Summary of Significant Accounting Policies - Investment in Unconsolidated Entity , and Note 4, Investment in Simson-Maxwell , to the financial statements. Critical Audit Matter Description During the year, the Company’s ownership interest in Simson-Maxwell Ltd. (“Simson-Maxwell”) decreased below 50% due to an external dilution of the Company’s equity interest in Simson-Maxwell on April 1, 2025, resulting in the loss of a controlling financial interest. The Company deconsolidated Simson-Maxwell effective April 1, 2025 and recognized a gain on deconsolidation of approximately $6.2 million, calculated based on the fair value of the retained interest at the date control was lost. For the portion of the year following deconsolidation through September 30, 2025, the retained interest was accounted for under the equity method of accounting because the Company determined it continued to exercise significant influence over the investee (primarily through board representation and other participatory rights). F-2 Table of Contents During the quarter ended December 31, 2025, management concluded that significant influence was no longer present, at which point the investment was remeasured to fair value and subsequently accounted for as an equity security under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities , with changes in fair value recognized in operations. We identified the accounting for the changes in the Company’s investment in Simson-Maxwell (including the deconsolidation, application of the equity method for a portion of the year, determination of the date when significant influence was lost, and the related fair value measurements) as a critical audit matter. This was due to the significant judgments required by management in (1) assessing the date when control was lost, (2) evaluating qualitative and quantitative factors to determine the presence or absence of significant influence, and (3) estimating the fair value of the retained interest at both the deconsolidation date and the date significant influence ceased. These judgments involved complex considerations under ASC 810, Consolidation , and ASC 323, Investments—Equity Method and Joint Ventures , including analysis of governance documents, board rights, contractual arrangements, and market data. A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the appropriateness of the accounting conclusions and the reasonableness of the fair value determinations. How the Critical Audit Matter Was Addressed in the Audit Our principal audit procedures related to the Company’s accounting for the investment in Simson-Maxwell included the following: - We evaluated management’s determination of the deconsolidation date, and the date significant influence was lost by reviewing relevant governance documents, board minutes, contractual agreements, ownership percentages, and other evidence of the Company’s ability to exercise control or significant influence. - We evaluated the Company’s calculation of the gain on deconsolidation, including the remeasurement of the retained interest to fair value at the deconsolidation date, by testing the underlying data and assumptions used in the valuation. - We evaluated the reasonableness of the fair value measurements (at both the deconsolidation date and the date significant influence was lost) by: i. Testing the source information and mathematical accuracy of the calculations; ii. Assessing the appropriateness of the valuation methodologies (e.g., present value of the call option included in the Shareholder Agreement between the Company and T&T Power) and significant assumptions (e.g., discount rates or other unobservable inputs); iii. Developing independent ranges for key assumptions and comparing them to those selected by management; and iv. Performing sensitivity analyses to assess the impact of changes in assumptions on the fair value conclusions. - We assessed the appropriateness of the subsequent accounting (equity method followed by fair value accounting) and the related disclosures, including the nature of the changes and the amounts recognized in the financial statements. /s/ Turner, Stone & Company, L.L.P. Turner, Stone & Company, L.L.P. We have served as the Company’s auditor since 2019. Dallas, Texas March 30, 2026 F-3 Table of Contents CAMBER ENERGY, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 279,525 $ 114,648 Accounts receivable, net - 4,735,983 Inventory, net 901,449 8,652,417 Prepaids and other current assets 57,850 176,329 Note receivable from related party 342,974 - Total current assets 1,581,798 13,679,377 Fixed assets, net - 1,436,844 Right of use assets, net - 7,490,607 ESG Clean Energy license, net - 3,958,897 Other intangibles - Variable Interest Entities 15,433,536 15,433,340 Investment in Simson-Maxwell 2,824,126 - Due from related parties - 320,978 TOTAL ASSETS $ 19,839,460 $ 42,320,043 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 4,462,418 $ 9,473,123 Accrued expenses and other current liabilities 8,786,703 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 1,338,330 782,183 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 debt discount 1,202,956 2,848 Total current liabilities 17,427,658 31,335,187 Long-term debt - net of current portion and debt discount 43,698,407 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 63,208,182 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 December 31, 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 December 31, 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 December 31, 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 December 31, 2025 and December 31, 2024, respectively 281,687 258,137 Common stock to be issued on true-up of prior Series C Preferred stock conversions (zero and 21,574,679 shares as of December 31, 2025 and December 31, 2024, respectively) - 3,451,949 Additional paid-in capital 162,845,423 159,411,262 Accumulated other comprehensive loss - ( 134,916 ) Accumulated deficit ( 212,901,381 ) ( 208,492,886 ) Parent’s stockholders’ deficit in Camber Energy, Inc. ( 49,774,238 ) ( 45,506,420 ) Non-controlling interest 6,405,516 7,686,763 TOTAL STOCKHOLDERS’ DEFICIT ( 43,368,722 ) ( 37,819,657 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 19,839,460 $ 42,320,043 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents CAMBER ENERGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025 2024 Revenue Power generation units and parts $ 3,759,080 $ 15,723,783 Service and repairs 2,470,255 12,787,756 Oil and gas - 99,028 Total revenue 6,229,335 28,610,567 Operating expenses Cost of goods sold 4,648,824 20,831,144 Lease operating costs - 22,352 General and administrative 5,507,952 15,911,107 Impairment of intangible assets 3,728,011 2,248,940 Depreciation, depletion and amortization 291,617 779,632 Accretion - asset retirement obligation - 536 Total operating expenses 14,176,204 39,793,711 Loss from operations ( 7,946,869 ) ( 11,183,144 ) Other income (expense) Interest expense, net ( 1,827,863 ) ( 2,221,720 ) Amortization of debt discount ( 3,217,568 ) ( 3,349,404 ) Change in fair value of derivative liability 266,891 ( 18,306,398 ) Gain on partial disposal of interest in subsidiary 6,169,824 - Change in fair value of investment 541,714 - Equity in earnings of unconsolidated entity 10,550 Loss on disposal of oil and gas properties - ( 755,506 ) Loss on extinguishment of debt - ( 811,132 ) Goodwill impairment - ( 34,860,411 ) Other income 676,703 1,227,821 Total other income (expense), net 2,620,251 ( 59,076,750 ) Net loss before income taxes ( 5,326,618 ) ( 70,259,894 ) Income tax benefit (expense) - - Net loss ( 5,326,618 ) ( 70,259,894 ) Net loss attributable to non-controlling interest ( 918,123 ) ( 2,117,901 ) Net loss attributable to Camber Energy, Inc. $ ( 4,408,495 ) $ ( 68,141,993 ) Loss per common share, basic and diluted $ ( 0.02 ) $ ( 0.35 ) Weighted average number of common shares outstanding, basic and diluted 275,327,162 196,857,682 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents CAMBER ENERGY, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Years Ended December 31, 2025 2024 Net loss $ ( 5,326,618 ) $ ( 70,259,894 ) Foreign currency translation adjustment - 113,898 Total comprehensive loss ( 5,326,618 ) ( 70,145,996 ) Less comprehensive loss attributable to non-controlling interest Loss attributable to non-controlling interest ( 918,123 ) ( 2,117,901 ) Foreign currency translation adjustment attributable to non-controlling interest - 44,990 Comprehensive loss attributable to non-controlling interest ( 918,123 ) ( 2,072,911 ) Comprehensive loss attributable to Camber Energy, Inc. $ ( 4,408,495 ) $ ( 68,073,085 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents CAMBER ENERGY, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT Preferred Stock Series A Preferred Stock Series C Preferred Stock Series G Preferred Stock Series H Common Stock Common Stock to be Issued Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total 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 - - - - Common shares issued on conversion of series C preferred stock - - ( 19 ) - - - - - 16,904,261 16,905 - - ( 16,905 ) - - - - 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 - - - - Disposition of majority interest in Simson-Maxwell - - - - - - - - - - - - - 50,644 - ( 363,220 ) ( 312,576 ) Issuance of warrants for services - - - - - - - - - - - - 5,761 - - - 5,761 Investment in Viking Distribution Solutions - - - - - - - - - - - - - - - 96 96 Foreign currency translation adjustment - - - - - - - - - - - - - 84,272 - - 84,272 Net loss - - - - - - - - - - - - - - ( 4,408,495 ) ( 918,123 ) ( 5,326,618 ) Balances at December 31, 2025 28,092 $ 28 - $ - 5,272 $ 5 - $ - 281,686,525 $ 281,687 - $ - $ 162,845,423 $ - $ ( 212,901,381 ) $ 6,405,516 $ ( 43,368,722 ) Preferred Stock Series A Preferred Stock Series C Preferred Stock Series G Preferred Stock Series H Common Stock Common Stock to be Issued Additional Paid-in Accumulated Other Comprehensive Accumulated Noncontrolling Total Stockholders' Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount Capital Loss Deficit Interest Deficit 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 - - - - - - - - 111,149,679 111,150 - - 18,339,729 - - - 18,450,879 Common shares to be issued on true-up of Series C preferred stock - - - - - - - - - - 21,574,679 3,451,949 - - - - 3,451,949 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 Common shares issued for services - - - - - - - - 1,500,000 1,500 - - 303,500 - - - 305,000 Foreign currency translation adjustment - - - - - - - - - - - - - 113,898 - - 113,898 Net loss - - - - - - - - - - - - - - ( 68,141,993 ) ( 2,117,901 ) ( 70,259,894 ) 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 ) The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents CAMBER ENERGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 5,326,618 ) $ ( 70,259,894 ) Adjustments to reconcile net loss to cash used in operating activities: Impairment of goodwill - 34,860,411 Impairment of intangible assets 3,728,011 2,248,940 Change in fair value of derivative liability ( 266,891 ) 18,306,398 Stock-based compensation 5,761 305,000 Depreciation, depletion and amortization 291,617 779,632 Amortization of right-of-use assets 410,832 2,049,568 Change in fair value of investment ( 541,714 ) Amortization of debt discount 3,217,568 3,349,404 Gain on partial disposal of interest in subsidiary ( 6,169,824 ) - Equity in earnings of unconsolidated entity ( 10,550 ) Loss on extinguishment of debt - 811,132 Loss (gain) on disposal of oil and gas properties - 755,506 ARO recovered on previously dispose oil and gas assets - ( 318,682 ) Bad debt expense - 51,357 Accretion – asset retirement obligation - 536 Effect of exchange rates on cash 102,524 113,898 Changes in operating assets and liabilities, net of effects of business combination during the year: Accounts receivable, net 847,502 3,758,109 Inventory, net 1,594,832 1,143,552 Prepaids and other assets 32,371 240,329 Accounts payable 418,018 2,713,304 Accrued expenses and other current liabilities ( 100,398 ) ( 1,499,953 ) Due to related parties - 152,521 Customer deposits ( 167,027 ) 1,155,258 Operating lease liabilities ( 391,476 ) ( 2,188,179 ) Undistributed revenues and royalties - 3,413 Net cash used in operating activities ( 2,325,462 ) ( 1,468,439 ) Cash flows from investing activities: Proceeds from sale of oil and gas properties - 205,000 Acquisition of fixed assets ( 16,136 ) ( 54,296 ) Payments received on notes receivable from related party 337,500 - Deconsolidation of Simson-Maxwell cash balance ( 4,731 ) - Investment in Viking Distribution Solutions ( 100 ) - Net cash provided by investing activities 316,533 150,704 Cash flows from financing activities: Repayment of long-term debt ( 719,018 ) ( 139,216 ) Proceeds from issuance of long-term debt 1,900,000 94,526 Advance from related party 1,147,500 - Advances from (repayment of) bank credit facility ( 154,676 ) 571,013 Net cash provided by financing activities 2,173,806 526,323 Net increase (decrease) in cash 164,877 ( 791,412 ) Cash, beginning of year 114,648 906,060 Cash, end of year $ 279,525 $ 114,648 Supplemental Cash Flow Information: Cash paid for interest $ 179,316 $ 696,038 Cash paid for taxes $ - $ - Supplemental Disclosure of Non-Cash Investing and Financing Activities: Issuance of shares on true-up of Series C Preferred Stock $ - $ 18,450,879 Issuance of shares on conversion of debt $ - $ 3,645,821 Addition of right-of-use asset and lease liability $ - $ 5,639,542 Issuance of shares on conversion on conversion of accrued interest on debt $ - $ 285,030 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents CAMBER ENERGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Company Overview and Operations Camber is a growth-oriented diversified company with interests in innovative, industry-changing or industry-leading technologies, as well as an interest in a company that provides custom energy and power solutions to commercial and industrial clients in North America. Our existing portfolio of innovative technologies includes: (i) a majority interest in an entity with intellectual property rights to a fully developed, patented, proprietary medical and bio-hazard waste treatment system using ozone technology; and (ii) a majority interest in entities with the intellectual property rights to fully developed, patented and patent pending, proprietary electric transmission and distribution broken conductor protection systems, and a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States. Our interest in the custom energy and power solutions industry currently consists of a forty-nine percent interest in Simson-Maxwell Ltd., a Canadian corporation. We are 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. 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. 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 broken conductor protection 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. On August 1, 2025, Viking entered into a Securities Purchase Agreement pursuant to which Viking agreed to purchase 51 units, representing 51 % of the membership interests, of Viking Distribution Solutions, LLC (“Viking Distribution”), from Milo Group, LLC (“Milo”). Viking Distribution was formed on May 13, 2025, and Milo was issued all 100 units of Viking Distribution in consideration of Milo’s assignment to Viking Distribution of all of Milo’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an electric distribution ground fault prevention trip signal engaging system, also referred to as the “broken conductor protection system” or “open conductor detection system”, and related issued patents, pending patents and/or patent applications. F-9 Table of Contents Clean Energy and Carbon-Capture System: In August 2021, Viking entered into an Exclusive Intellectual Property License Agreement (the “IPLA”) 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 Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties. On August 13, 2025, Viking, ESG and Scuderi Group, Inc. signed an Amendment to the IPLA pursuant to which Scuderi was added, effective as of such date, as an additional licensor or grantor, as applicable, under the IPLA, and was vested with all future rights and obligations of ESG thereunder, and Scuderi assumed all remaining duties, liabilities and benefits of ESG under the IPLA, to the same extent as ESG. Further, all general references to ESG in the IPLA are deemed to read “ ESG and Scuderi” and all provisions containing obligations of ESG are deemed to be obligations of ESG and Scuderi, jointly and severally. Scuderi is the owner of the intellectual property licensed to Viking by ESG. In July 2025, ESG filed a voluntary bankruptcy petition under Chapter 11 with the Massachusetts Bankruptcy Court. At the time of filing, ESG had not yet constructed and put into commercial operation the carbon capture or water removal systems at its power generation facility in Holyoke, MA. There is currently significant uncertainty as to whether ESG and/or Scuderi will be able to fully complete and commercialize its technology, which is necessary for the Company to market the technology and practically benefit from rights and entitlements under the license. Custom Energy and Power Solutions: In August 2021, Viking acquired approximately 60.5 % of the issued and outstanding shares of Simson-Maxwell Ltd., 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 (“SSA”) with T&T Power Group Inc., Remora EQ LP, Simmax Corp., 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 for an aggregate subscription price of approximately CAD $2.28 million; (ii) purchase 903 Class A Common Shares from Remora for an agreed purchase price; and (iii) purchase 681 Class A Common Shares from Simmax 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, 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 no longer consolidates Simson-Maxwell’s financial results in its consolidated financial statements. The Company instead accounts for its investment in Simson-Maxwell at fair value (see Note 4). F-10 Table of Contents Viking also entered into a Unanimous Shareholders Agreement (“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) . Note 2. Going Concern The Company’s consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss of $ 5,326,618 for the year ended December 31, 2025, as compared to a net loss of $ 70,259,894 for the year ended December 31, 2024. The loss for the year ended December 31, 2025, was comprised of, among other things, certain non-cash items, including: (i) impairment of intangible assets of $ 3,728,011 ; (ii) amortization of debt discount of $ 3,217,568 ; (iii) depreciation, depletion and amortization of $ 291,617 , and; (iv) a gain on the partial disposal of interest in subsidiary of $ 6,169,824 . As of December 31, 2025, the Company had stockholders’ deficit of $ 43,368,722 , long-term debt, net of current, of $ 43,698,407 and a working capital deficiency of $ 15,845,860 . The largest components of current liabilities creating this working capital deficiency was accrued interest on note payable to Discover of $ 8,099,682 , amounts due to related parties of $ 1,338,330 , related party accounts payable of $ 1,810,000 and current portion of long-term debt of $ 1,202,956 . 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 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 November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect adoption of this Update to have a significant impact on its financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, retrospectively and on a prospective basis. In June 2023, FASB issued 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 2025. F-11 Table of Contents a) Basis of Presentation The accompanying 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”) for consolidated financial information and with the instructions to Form 10-K as promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, these consolidated financial statements include all of the disclosures required by U.S. GAAP for complete consolidated financial statements. b) Basis of Consolidation The consolidated financial statements presented herein reflect the consolidated financial results of the Company, its wholly-owned subsidiary, Viking Energy Group, Inc. (“Viking”), the wholly-owned subsidiary of Viking (Petrodome Energy, LLC), and Viking’s majority interest in Simson-Maxwell from January 1 through March 31, 2025. 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, and in August 2025, Viking acquired a 51 % ownership interest in Viking Distribution. These entities were formed to facilitate the monetization of acquired intellectual properties (see Note 7). 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 loss. Gains and losses from foreign currency transactions have been insignificant. d) Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with U.S. 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, investment in Simson-Maxwell, impairment of long-lived assets, goodwill, stock-based compensation, asset retirement obligations, and 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 consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and certain other assets and liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: · 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. F-12 Table of Contents As of December 31, 2025, the significant inputs to the Company’s investment in Simson-Maxwell and its derivative liability relative to Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) were Level 3 inputs. Assets and liabilities measured at fair value as of and for the year ended December 31, 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 Gain/ (Loss) (year ended Dec. 31, 2025) Financial assets: Investment in Simson-Maxwell $ - $ - $ 2,824,126 $ 541,714 Financial liabilities: Derivative liability - Series C Preferred Stock $ - $ - $ - $ 266,891 See Note 4 for the assumptions used in determining the fair value of the investment in Simson-Maxwell. 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. Inventory consisted of the following at December 31, 2025 and 2024: December 31, 2025 2024 Units and work-in-process $ 686,415 $ 7,293,357 Parts 215,034 2,700,182 901,449 9,993,539 Reserve for obsolescence - ( 1,341,122 ) $ 901,449 $ 8,652,417 h) Intangible Assets Intangible assets include amounts related to the Company’s license agreement with ESG and patents and intellectual property owned by Viking Ozone, Viking Protection, Viking Sentinel and Viking Distribution. F-13 Table of Contents The intangible asset related to the ESG license was 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 indicate 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 accounted for its non-controlling interest in Simson-Maxwell, an unconsolidated entity, under the equity method of accounting from April 1 through September 30, 2025. During the quarter ended December 31, 2025, the Company determined that it was not able to exercise significant influence over this investment and as a result, beginning with the quarter ended December 31, 2025, accounts for this investment at fair value. Under the fair value method, the Company adjusts the carrying value of its investment for changes in fair value and records the amount of the change in fair value in the consolidated statement of operations. 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. k) Revenue Recognition 1. Sale of power generation units . The Company considers a completed unit to be a single performance obligation for purposes of revenue recognition and recognizes revenue when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer. Commissioning of the unit is considered to be a separate performance obligation for which revenue is recognized when commissioning is completed. Sales, use, value add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue. Progress payments are recognized as contract liabilities until the completed unit is delivered. 2. Parts revenue. The Company considers the purchase orders for parts, which in some cases are governed by master sales agreements, to be the contracts with the customers. For each contract, the Company considers the commitment to transfer products, each of which is distinct, to be the identified performance obligations. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for the transfer of product, which is generally the price stated in the contract specific for each item sold, adjusted for the value of expected returns. Sales, use, value add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue. Parts revenues are recognized at the point in time when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer. 3. Service and repairs - Service and repairs are generally performed on customer-owned equipment and billed based on labor hours incurred. Each repair is considered a performance obligation. Revenue is recognized based on the extent of progress towards completion of the performance obligation, generally using the cost-to-cost measure of progress for service work because the customer controls the asset as it is being serviced. Most service and repairs are completed within one or two days. F-14 Table of Contents l) 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. m) Impairment of Long-lived Assets The Company 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. n) 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. The following table describes the changes in the Company’s asset retirement obligations for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 Asset retirement obligation – beginning $ 646,360 $ 1,042,900 ARO recovered on disposal of membership interests - ( 78,394 ) ARO recovered on previously disposed membership interests - ( 318,682 ) ARO acquired on the Merger - - Accretion expense - 536 Asset retirement obligation – ending $ 646,360 $ 646,360 F-15 Table of Contents At December 31, 2025, the Company had no oil and gas assets, The asset retirement obligation balance at December 31, 2025 is in respect of Petrodome’s prior working interest in an abandoned offshore well which was the subject of a decommissioning order (the “Order”) issued by the Bureau of Safety and Environmental Enforcement (“BSEE”) in April 2019 to which Petrodome was a named party. Petrodome filed an appeal with the Interior Board of Land Appeals (“IBLA) in 2019. Petrodome and the BSEE subsequently jointly requested, and received, a stay of the Order from the IBLA that remained in effect at December 31, 2025. The Company understands that decommissioning activity has begun and will retain this obligation pending resolution of the Order. o) Derivative Liabilities Convertible Preferred Shares The 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 ASC Topic No. 815 - 40, Derivatives and Hedging . 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. 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. p) Undistributed Revenues and Royalties The Company recorded a liability for cash collected from oil and gas sales that is due to royalty and working interest owners. The amounts were distributed in accordance with the working interests of the respective owners. The balance at December 31, 2025 and 2024 represents the value of payments issued to working interest and royalty owners with respect to the Company’s previously owned oil & gas assets that have not been cashed. q) Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates for the year in which the differences are expected to reverse. The Company recognizes deferred tax assets and liabilities to the extent that it believes that these assets and/or liabilities are more likely than not to be realized. In making such a determination, it considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. F-16 Table of Contents assessing the realizability of its deferred tax assets, the Company evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted accordingly. r) Subsequent events The Company has evaluated all subsequent events from December 31, 2025 through the issuance date of these financial statements. None were identified. Note 4. Investment in Simson-Maxwell As described in Note 1, beginning on April 1, 2025, the Company no longer held a controlling financial interest in Simson-Maxwell. The Company recorded a gain resulting from the deconsolidation of Simson-Maxwell, 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 Carrying value of Simson-Maxwell's net assets ( 3,585,386 ) Gain on disposal of ownership interest $ 6,169,824 Effective April 1, 2025, the Company accounted for its investment in Simson-Maxwell under the equity method of accounting and recognized its share of earnings (losses) in Simson-Maxwell through September 30, 2025. During the quarter ended December 31, 2025, the Company determined that it was not able to exercise significant influence over its investment and as a result, beginning with the quarter ended December 31, 2025 accounts for this investment at fair value. The fair value of the investment at December 31, 2025 was determined to be the present value (using a discount rate of 15%) of the call option included in the Shareholder Agreement between the Company and T&T Power under which T&T has the option to purchase the Company’s remaining shares in Simson-Maxwell at any time within the 36 months following the transaction date for CAD $5.75 million ($4.2 million). If T&T does not exercise its option above, 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). The adjustment to the fair value of the investment in Simson-Maxwell at December 31, 2025 was as follows: Value of investment at September 30, 2025 under the equity method $ 2,282,412 Change in the fair value of the investment between September 30 and December 31, 2025 541,714 Fair value of investment at December 31, 2025 $ 2,824,126 Note 5. Note Receivable from Related Party On April 1, 2025, Simson-Maxwell issued two unsecured promissory notes totaling CAD $939,403 ($ 656,101 ) to Viking to restructure amounts owed to Viking at the closing date of the Share Subscription Agreement described in Note 1. The promissory notes earn interest at the rate of 20 % per annum and mature on 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 date and has therefore not accrued interest income on the notes. The first promissory note was paid at maturity on December 1, 2025. As of December 31, 2025, the outstanding balance of the remaining promissory note was CAD $469,701 ($ 342,974 ). This note was paid in full on February 27, 2026. F-17 Table of Contents Note 6. Intangible Assets ESG Clean Energy License The Company’s intangible assets consisted of the costs associated with securing in August 2021 an Exclusive IPLA 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. The Company’s exclusivity with respect to Canada shall terminate if minimum continuing royalty payments to ESG are not at least equal to specified 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”). Due to the financial position of ESG described below, the Company does not know when, or if, the Trigger Date will be reached. The license was being amortized over a period of approximately 16 years. The Company recognized amortization expense of $ 230,886 and $ 309,540 for the years ended December 31, 2025 and 2024, respectively. In July 2025, ESG filed a voluntary bankruptcy petition under Chapter 11 with the Massachusetts Bankruptcy Court. At the time of filing, ESG had not yet constructed and put into commercial operation the carbon capture or water removal systems at its power generation facility. There is currently significant uncertainty as to whether ESG will be able to fully complete and commercialize its technology, which is necessary for the Company to exercise its rights under the license. Consequently, the Company determined that the carrying value of the intangible asset for the ESG license was fully impaired and has recorded an impairment charge of $ 3,728,011 during the year ended December 31, 2025. The ESG intangible asset consisted of the following at December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 ESG Clean Energy License $ 5,000,000 $ 5,000,000 Accumulated amortization ( 1,271,989 ) ( 1,041,103 ) Intangible asset impairment ( 3,728,011 ) - $ - $ 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. F-18 Table of Contents Broken Conductor Detection 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. 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 paid 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. ** Upon the Merger between Viking and Camber, all shares of Viking Series E Preferred Stock were exchanged for Camber Series H Preferred Stock. At December 31, 2025, no shares of Series H Preferred Stock remained outstanding. *** 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. On August 1, 2025, Viking purchased 51 units, representing a 51% ownership interest in Viking Distribution, from Milo Group, LLC, for consideration of $100 . Viking Distribution was formed on or about May 13, 2025. The Company determined the acquisition of a 51 % interest in Viking Distribution was the acquisition and initial consolidation of a VIE that is not a business. 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. F-19 Table of Contents The Company has determined that it is the primary beneficiary of the four VIEs (Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution), and consolidates the financial results of these entities. The acquisition of these VIE’s was accounted for as follows: Viking Viking Viking Viking Ozone Sentinel Protection Distribution Total Purchase price: Fair value of stock or cash at closing $ 2,000,000 $ 233,334 $ 4,433,334 $ 100 $ 6,666,768 Fair value of contingent consideration 495,868 - 939,889 - 1,435,757 Total consideration $ 2,495,868 $ 233,334 $ 5,373,223 $ 100 $ 8,102,525 Purchase price allocation: Intangible asset $ 4,916,057 $ 457,518 $ 10,059,765 $ 196 $ 15,433,536 Non-controlling interest ( 2,420,189 ) ( 224,184 ) ( 4,686,542 ) ( 96 ) ( 7,331,011 ) Camber ownership interest $ 2,495,868 $ 233,334 $ 5,373,223 $ 100 $ 8,102,525 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 the years ended December 31, 2025 and 2024, the Company paid or accrued $ 600,000 in fees to AGD Advisory Group, Inc. As of December 31, 2025 and 2024, the total amount due to AGD Advisory Group, Inc. was $ 1,545,000 and $ 960,000 , respectively, and is included in accounts payable. As of December 31, 2025 and 2024, the Company’s CEO and Director, James Doris, has provided advances to the Company in the amount of $ 1,338,330 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 the years ended December 31, 2025 and 2024, the Company paid or accrued $ 360,000 in fees to 1508586 Alberta Ltd. As of December 31, 2025 and 2024, the total amount due to 1508586 Alberta Ltd. was $ 105,000 and nil, respectively, and is included in accounts payable. The Company paid or accrued $ 160,000 in Directors Fees for the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, the total amount due to the Directors was $ 160,000 and $ 40,000 , respectively, and is included in accounts payable. See Note 5 for a description of note receivable from related party. Note 9. Non-controlling Interests The following discloses the effects of the Company’s ownership interest in Viking Ozone, Viking Sentinel, Viking Protection, Viking Distribution and Simson-Maxwell, in the aggregate, and on the Company’s equity for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 Non-controlling interest – beginning $ 7,686,763 $ 9,804,663 Deconsolidation of investment in Simson-Maxwell ( 363,220 ) - Investment in Viking Distribution 96 - Net loss attributable to non-controlling interest ( 918,123 ) ( 2,117,900 ) Non-controlling interest – ending $ 6,405,516 $ 7,686,763 F-20 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 December 31, 2025 and 2024: December 31, 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. $ 26,315,789 $ 26,315,789 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. 156,428 159,276 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 - Total long-term debt 48,172,217 46,975,065 Less current portion ( 1,202,956 ) ( 2,848 ) Long-term debt, net of current portion 46,969,261 46,972,217 Debt discount on note payable to Discover ( 3,270,854 ) ( 6,488,422 ) Total long-term debt, net of current portion and debt discount $ 43,698,407 $ 40,483,795 F-21 Table of Contents Principal maturities of long-term debt for the next five years and thereafter are as follows: Years ending December 31, Principal Unamortized Discount Net 2026 $ 1,202,956 $ - $ 1,202,956 2027 46,818,858 ( 3,270,854 ) 43,548,004 2028 3,186 - 3,186 2029 3,308 - 3,308 2030 3,434 - 3,434 Thereafter 140,475 - 140,475 $ 48,172,217 $ ( 3,270,854 ) $ 44,901,363 Note 11. Derivative Liability Series C Preferred Stock As described in Note 12, the Series C Preferred Stock contained an embedded derivative due to the potential conversion into a variable number of shares of common stock. Conversion of the Series C Preferred Stock into shares of common stock included a Conversion Premium and a potential obligation to issue additional shares of common stock to satisfy a True-Up obligation. Both the Conversion Premium and the True-Up obligation were derivatives required to be recorded at fair value. During the year ended December 31, 2024, no shares of Series C Preferred Stock were converted. 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 was reclassified to Stockholders’ Equity as common shares to be issued. During the year ended December 31, 2025, the holder of the Series C Preferred Stock, Antilles Family Office, LLC (“Antilles”), converted a total of 19 shares of Series C Preferred Stock in exchange for 16,904,261 shares of common stock and 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 December 31, 2025. Activities for Series C Preferred Stock derivative liability during the years ended December 31, 2025 and 2024 was as follows: December 31, 2025 December 31, 2024 Carrying amount at beginning of year $ 266,891 $ 3,863,321 Change in fair value ( 266,891 ) 18,306,398 Settlement of obligation (issuance of shares of common stock) - ( 5,649,071 ) Reclassification of True-Up share obligation from liability to equity - ( 16,253,757 ) Carrying amount at end of year $ - $ 266,891 F-22 Table of Contents 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 year ended December 31, 2025, the Company issued a total of 23,549,667 shares of common stock, as follows: (i) A total of 16,904,261 shares related to the conversion of 19 shares of Series C Preferred Stock (ii) 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. (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 In 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. Each share of Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation of 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 were 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 were due and payable on such redeemed, converted or matured stock. The Series C Preferred Stock could 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), were met. Upon conversion, Camber paid 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 issued 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. F-23 Table of Contents The conversion premium under the Series C Preferred Stock was payable and the dividend rate under the Series C Preferred Stock was adjustable. Specifically, the conversion rate of such premiums and dividends equaled 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 had occurred, in which case the conversion rate equaled 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” was the period beginning, if no trigger event had occurred, 30 trading days, and if a trigger event had occurred, 60 trading days, before the applicable notice had been provided regarding the exercise or conversion of the applicable security, and ending, if no trigger event had occurred, 30 trading days, and if a trigger event had occurred, 60 trading days , after the applicable number of shares stated in the initial exercise/conversion notice had 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 included items which would typically be events of default under a debt security, including filing of reports late with the SEC. The Series C Preferred Stock had a maturity date that was seven years after the date of issuance and, if the Series C Preferred Stock had not been wholly converted into shares of common stock prior to such date, all remaining outstanding Series C Preferred Stock would automatically be converted into shares of common stock, to the extent Camber had sufficient authorized but unissued shares of common stock available for issuance upon conversion. The Series C Preferred Stock was subject to a beneficial ownership limitation, which prevented 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 have beneficially owned greater than 4.99 % of Camber’s outstanding common stock. In February 2024, pursuant to an agreement between the Company and Antilles, a floor price was established in connection with determining the Conversion Premium associated with conversions of Series C Preferred Stock, defined as the higher of (i) the volume weighted average price of the Common Stock on any Trading Day following the Issuance Date of the Series C Preferred Stock and (ii) $ 0.15 . At December 31, 2024, Antilles held 30 shares of Series C Preferred Stock, which were convertible into 26,690,937 common shares. Additionally, Antilles was entitled to 21,574,679 True-Up shares related to prior conversions. During 2025, Antilles converted a total of 19 shares of Series C Preferred Stock in exchange for 16,904,261 shares of common stock and agreed to cancel the remaining 11 outstanding shares of Series C Preferred Stock. Additionally, Antilles agreed to waive its entitlement to any further True-Up shares due from prior conversions. At December 31, 2025, no shares of Series C Preferred Stock remained outstanding and the balance of common stock to be issued on true-up of prior Series C Preferred stock conversions was nil. (iii) Series G Redeemable Convertible Preferred Stock The Series G Preferred Stock were created in 2021 with a face value of $ 10,000 per share. 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. 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. Each outstanding share of Series G Preferred Stock will accrue cumulative dividends at a rate equal to 10.0 % per annum of the Face Value. Dividends will be payable upon any of the following: (a) redemption of shares; (b) conversion of shares; and (c) when, as and if otherwise declared by the board of directors of the Corporation. In 2022, the Company issued 10,544 shares Series G Preferred Stock for an aggregate price of $ 100,000,000 representing at a 5 % original issue discount. The Purchase Price was paid as follows: $ 5,000,000 in cash and four Promissory Notes each in the amount of $ 23,750,000 and payable on March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, respectively. F-24 Table of Contents There are 2,636 shares of Series G Preferred Stock associated with each Note. The shares may not be converted into shares of common stock unless the related Note is paid in full. The Company may, at its discretion, redeem the 2,636 shares of Series G Preferred Stock associated with each Note for consideration of $ 1,375,000 . In 2022, the Company paid $ 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. At December 31, 2025, none of the outstanding notes had been paid in full and the 5,272 shares which remained outstanding were not convertible. (c) Warrants The following table represents stock warrant activity as of and for the years ended December 31, 2025 and 2024: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Warrants Outstanding – December 31, 2024 2,341,416 $ 0.86 2.55 years Granted 200,000 0.15 1.33 years Exercised - - - Forfeited/expired/cancelled 508,082 0.66 - Warrants Outstanding – December 31, 2025 2,033,334 $ 0.83 2.01 years Outstanding Exercisable – December 31, 2025 2,033,334 $ 0.83 2.01 years Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Warrants Outstanding – December 31, 2023 3,691,143 $ 0.66 2.62 years Granted - - - Exercised - - - Forfeited/expired/cancelled ( 1,349,727 ) 1.55 - Warrants Outstanding – December 31, 2024 2,341,416 $ 0.86 2.55 years Outstanding Exercisable – December 31, 2024 2,341,416 $ 0.86 2.55 years During the year ended December 31, 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. 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. All outstanding warrants are fully vested as of December 31, 2025. Note 13. Commitments and Contingencies Legal matters From time-to-time suits and claims against Camber arise in the ordinary course of Camber’s business, including contract disputes and title disputes. Camber records reserves for contingencies when information available indicates that a loss is probable, and the amount of the loss can be reasonably estimated. F-25 Table of Contents 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. Income Taxes The Company files income tax returns in the United States. Prior to the reduction of the Company’s ownership interest in Simson-Maxwell, the Company also filed income tax returns in Canada. At December 31, 2025, the Company had estimated net operating loss carry forwards realized subsequent to the date of the Merger of approximately $ 26.3 million. At December 31, 2025, Camber Energy, Inc. had pre-Merger operating loss carry forwards of approximately $ 85.1 million, net of estimated IRC Section 382 limitation, which can be applied only to the future taxable income of Camber Energy Inc. and will expire in varying amounts between 2029 and 2037. At December 31, 2025, the Company estimated that Viking Energy, Inc. had no pre-Merger operating loss carry forwards as a result of the IRC Section 382 limitation. The potential benefit of these net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. The current and deferred income tax expense (benefit) consists of the following for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 Current Federal $ - $ - State - - Foreign - - Total current tax benefit - - Deferred tax timing differences Federal ( 865,454 ) 5,890,110 State - - Foreign ( 433,948 ) ( 3,647,562 ) Other items effecting timing differences 19,849,911 - Total deferred tax timing differences 18,550,509 2,242,548 Increase (decrease) in valuation allowance ( 18,550,509 ) ( 2,242,548 ) Income tax expense (benefit) $ - $ - F-26 Table of Contents In 2024, following the disposal of its remaining oil and gas assets, the Company eliminated the balances of deferred tax timing differences related to its oil and gas business. In 2025, following the deconsolidation of Simson-Maxwell, the Company eliminated the balance of deferred tax timing differences with respect to Simson-Maxwell. The components of deferred tax assets and liabilities as of December 31, 2025, and 2024 are as follows: December 31, 2025 2024 Deferred tax assets: NOL carry forwards $ 26,652,458 $ 27,745,753 Capital loss carry forwards 1,932,353 1,932,353 Investment in unconsolidated entity 1,040,569 - Impairment of intangible assets 782,882 - Derivative losses - 9,435,119 Book tax depreciation difference 267,118 378,073 Loss on financing settlements - 297,494 Share based compensation 7,123 5,057,460 Loss from equity interests - 4,386,760 Total deferred tax assets 30,682,503 49,233,012 Total deferred tax liabilities - - Deferred tax assets – net, before valuation allowance 30,682,503 49,233,012 Less valuation allowance ( 30,682,503 ) ( 49,233,012 ) Deferred tax asset (liability) - net $ - $ - A reconciliation of the federal and state statutory income tax rates to the Company’s effective income tax rate applicable to income before income tax benefit from continuing operations is as follows for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 Expected provision at US statutory rate $ ( 1,118,590 ) 21.0 % $ ( 14,754,578 ) 21.0 % State income tax net of federal benefit - 0.0 % - 0.0 % Higher tax rate on foreign source income ( 180,812 ) 3.4 % ( 740,088 ) 1.1 % Adjustments to deferred tax assets 19,849,911 - 372.7 % 17,737,214 - 25.3 % Valuation allowance ( 18,550,509 ) 348.3 % ( 2,242,548 ) 3.2 % Effective income tax rate $ - 0.0 % $ - 0.0 % F-27 Table of Contents As of December 31, 2025, the U.S. tax returns for the Company for the years ending 2018 through 2024 remain open to examination by the respective tax authorities. The Company and its subsidiaries are not currently under examination for any period. No material change in the reserve for uncertain tax positions is expected in the next 12 months. Note 15. Business Segment Information and Geographic Data Prior to 2025, the Company had two reportable segments: Power Generation and Oil and Gas. However, following the reduction of the Company’s ownership interest in Simson-Maxwell during 2025 and the disposal of the Company’s remaining oil and gas assets in 2024, the Company now operates as a single reporting segment. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis. Performance is evaluated and resources are allocated based upon the progress and projected financial requirements to advance each of the Company’s investments towards commercialization. Information related to our reportable segments and our consolidated results for the year ended December 31, 2024 is presented below. Year Ended December 31, 2024 Oil and Gas Power Generation Total Loss from Operations is as follows: Revenue $ 99,028 $ 28,511,539 $ 28,610,567 Operating expenses Cost of goods - 20,831,144 20,831,144 Lease operating costs 22,352 - 22,352 General and administrative 4,050,536 11,860,571 15,911,107 Impairment of intangible assets - 2,248,940 2,248,940 Depreciation, depletion and amortization 355,162 424,470 779,632 Accretion - ARO 536 - 536 Total operating expenses 4,428,586 37,239,568 39,793,711 Loss from operations $ ( 4,329,558 ) $ ( 5,999,335 ) $ ( 11,183,144 ) Assets Segment assets $ 182,058 $ 22,745,748 $ 22,927,806 Corporate and unallocated assets 19,392,237 Total Consolidated Assets $ 42,320,043 F-28 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.