CAMBER ENERGY, INC. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In preparing the management’s discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the preceding fiscal year. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENT S This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 or the Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: our ability to raise capital and the terms thereof; ability to successfully commercialize our technologies and generate revenues therefrom; competition within our industries; adverse changes in government regulations or policies; dependence on key personnel; and other factors referenced in this Form 10-Q. The use in this Form 10-Q of such words as “believes”, “plans”, “anticipates”, “expects”, “intends”, and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present the Company’s estimates and assumptions only as of the date of this Report. Except for the Company’s ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements. Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the Company’s forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. PLAN OF OPERATIONS Overview 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. 19 Table of Contents Our interest in the custom energy and power solutions industry consists of a preferred share investment in T&T Power Group Inc., 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, 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. In November, 2025, Viking Ozone was advised that its flagship VKIN-300 medical and bio-hazardous waste pre-treatment unit (the “VKIN-300 Unit”) passed the acceptance review by Laboratoire national de métrologie et d’essais (“LNE”) in France to obtain official certification of compliance with French Standard NFX 30-503, regarded as one of the world’s strictest standards for waste decontamination equipment. On or about November, 7, 2025, the LNE confirmed that Viking Ozone’s application for a certificate of conformity for the VKIN 300 pretreatment unit is complete, satisfactory, and compliant with the requirements of standard NF X 20-703-1 of April 2024, and that formal attestation of conformity under the French decree Arrêté du 20 avril 2017 (Ministry of Social Affairs & Health, relating to pretreatment by disinfection of regulated medical care waste – DASRI) is expected to be issued once the decree is updated to reference French Standard NFX 30-503 and LNE’s own certification framework is amended accordingly. Given the conclusion of the evaluation report received from the LNE it is likely the certification will be obtained but there are no assurances of such result. Broken Conductor Protection Technologies: In February 2022, Viking acquired a 51% interest in two entities, Viking Sentinel and Viking Protection, that own the intellectual property rights to patented and patent pending proprietary electric transmission and distribution broken conductor protection systems. On August 1, 2025, Viking acquired a 51% interest in Viking Distribution which owns the intellectual property rights to patented and patent pending proprietary electric 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. 20 Table of Contents A summary of the applicable patents, pending patents and/or patent applications associated with the intellectual property owned by Viking Sentinel, Viking Protection and/or Viking Distribution as at the date hereof is as follows: Application # Description Jurisdiction Owner Status SN 17/672,422 Electric Transmission Line Ground Fault Prevention Methods Using Dual, High Sensitivity Monitoring USA Viking Protection Systems, LLC Patent Issued SN 17/693,504 Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring Devices USA Viking Protection Systems, LLC Patent Issued SN 17/821,651 Electric Transmission Line Ground Fault Prevention systems using dual paramater monitoring with high sensitivity relay devices in parallel with low sensitivity relay devices USA Viking Protection Systems, LLC Patent Issued SN 18/227,670 Electric Transmission Line Ground Fault Prevention Methods Using Multi-Paramater High Sensitivity Monitoring USA Viking Protection Systems, LLC Patent Issued PCT/US2024/010627 Electric Transmission Line Ground Fault Prevention Methods Using Multi-Paramater High Sensitivity Monitoring International Entry Viking Protection Systems, LLC Published 2024317517 Electric Transmission Line Ground Fault Prevention Methods Using Multi-Paramater High Sensitivity Monitoring Australia Viking Protection Systems, LLC Application Filed 24849743 Electric Transmission Line Ground Fault Prevention Methods Using Multi-Paramater High Sensitivity Monitoring Europe Viking Protection Systems, LLC Application Filed 3,299,714 Electric Transmission Line Ground Fault Prevention Methods Using Multi-Paramater High Sensitivity Monitoring Canada Viking Protection Systems, LLC Application Filed SN 17/300,485 End of Line Protection with Trip-Signal Engaging USA Viking Sentinel Technology, LLC Patent Issued SN 17/628,545 End of Line Protection with Blocking USA Viking Sentinel Technology, LLC Patent Issued SN 18/064,152 Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices USA Viking Distribution Solutions, LLC Patent Issued PCT/US23/83181 Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices International Entry Viking Distribution Solutions, LLC Published 202390690 Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices Australia Viking Distribution Solutions, LLC Application Filed 3,279,421 Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices Canada Viking Distribution Solutions, LLC Application Filed 23901675.1 Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices Europe Viking Distribution Solutions, LLC Application Filed SN 18/936,543 Distribution Line Ground Fault Prevention With Blown Fuse Protection on Single Phase USA Viking Distribution Solutions, LLC Patent Issued SN 18/920,865 Electric Distribution Line Ground Fault Prevention Device Using Dual Paramater High Sensitivity Monitoring Small Current Reduction With Small Increase in Negative Sequence Current USA Viking Distribution Solutions, LLC Patent Issued SN 19/362,887 Electric Distribution Line Ground Fault Prevention Systems Using Dual Paramater High Sensitivity Relay Device, Monitoring Small Current Reduction With Small Increase in Negative Sequence Current USA Viking Distribution Solutions, LLC Application Filed 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 “Clean Energy System”). The intellectual property licensed by Viking includes certain patents and/or patent applications, including the following: No. Reference No. Details Status Directed To 1 5874.001A U.S. Patent No.: 10,774,733, File date: October 24, 2018, Issue date: September 15, 2020, Titled: “Bottoming Cycle Power System.” Issued Systems for generating bottoming cycle power and producing distilled water 2 5874.001AEP European Patent No.: EP3728891, Issue Date: April 12, 2023; Validated in the United Kingdom, France and Germany; European Patent Application No.: EP18870699.8, International File date: October 24, 2018, PCT Publication No.: WO2019084208, European Publication No.: EP3728801A1; Titled: “Bottoming Cycle Power System.” Issued Systems for generating bottoming cycle power and producing distilled water 21 Table of Contents 3 5874.004 U.S. Patent No.: 11286832, Issue Date: March 29, 2022; U.S. Patent Application No.: 17/224,200, File date: April 7, 2021, Titled: “Bottoming Cycle Power System.” Issued Systems for generating bottoming cycle power and capturing carbon dioxide 4 5874.004A U.S. Patent No.: 11415052, Issue Date: August 16, 2022; U.S. Patent Application No.: 17/448,943, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide.” Issued Systems and Methods for generating bottoming cycle power and capturing carbon dioxide 5 5874.004B US Patent No.: 11624307, Issue Date: April 11, 2023; U.S. Patent Application No.: 17/580,777, File date: January 21, 2022, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide.” Issued Systems and Methods for generating bottoming cycle power and capturing carbon dioxide 6 5874.004WO PCT International Patent Application No.: PCT/US2022/022827, File date: March 31, 2022, Titled: “Bottoming Cycle Power Systems.” Pending Systems and Methods for generating bottoming cycle power and capturing carbon dioxide 7 5874.004AWO PCT International Patent Application No.: PCT/US2022/076635, File date: September 19, 2022, Titled: “Systems And Methods Associated With Bottoming Cycle Power Systems For Generating Power And Capturing Carbon Dioxide; Published on October 13, 2022 with Publication No.: WO 2022/216519 Pending Systems and Methods for generating bottoming cycle power and capturing carbon dioxide 8 5874.005 U.S. Patent No.: 11,339,712, Issue Date: May 24, 2022; U.S. Patent Application No.: 17/358,197, File date: June 25, 2021, Titled: “Bottoming Cycle Power System.” Issued Systems for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water 9 5874.005A U.S. Patent No.: 11,346,256, Issue Date: May 31, 2022; U.S. Patent Application No.: 17/448,938, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products.” Issued Systems and Methods for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water and diesel exhaust fluid (DEF) 10 5874.005B U.S. Patent Application No.: 17/661,382, File date: April 29, 2022, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products.” Issued Systems and Methods for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water and diesel exhaust fluid (DEF). 11 5874.005AWO PCT International Patent Application No.: PCT/US2022/034298, File date: June 21, 2022, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products.”; Published on December 29, 2022 with Publication No.: WO 2022/271667 Pending Systems and Methods for generating bottoming cycle power, capturing carbon dioxide and producing associated products such as distilled water and diesel exhaust fluid (DEF). 12 5874.006 U.S. Patent No.: 11639677, Issue Date: May 2, 2023; U.S. Patent Application No.: 17/934,279, File date: September 22, 2022, Titled: “System And Method For Capturing Carbon Dioxide From A Flow Of Exhaust Gas From A Combustion Process.” Issued Systems and Methods of Capturing Carbon Dioxide Utilizing The Exhaust Gas From An Internal Combustion Engine 13 5874.007A U.S. Non-Provisional Patent Application No.: 18/312930, Filing date: May 5, 2023; Converted to a non-provisional from provisional case no: 5874.007P1; U.S. Provisional Patent Application No.: 63/371546, File date: August 16, 2022, Titled: “Absorption Chiller System With A Transport Membrane Heat Exchanger.” Pending Systems and Methods for removing water from air or exhaust gas using an absorption chiller system having a transport membrane heat exchanger as an evaporator 22 Table of Contents The Clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100% of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities. Patent No. 11,286,832, for example, covers the invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that efficiently cools – and then reheats – exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation. Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the absorber that enables carbon dioxide to be safely contained and packaged. The Company intends to sell, lease and/or sub-license the Clean Energy System to third parties. On August 13, 2025, Viking, ESG and Scuderi Group, Inc. (“SGI”) signed an Amendment to the IPLA pursuant to which SGI 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 SGI 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 SGI” and all provisions containing obligations of ESG are deemed to be obligations of ESG and SGI, jointly and severally. SGI 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 Massachusetts. 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. During 2025, the value of the license was determined to be impaired and was written down to zero in the consolidated financial statements. Custom Energy and Power Solutions: Acquisition of Simson-Maxwell On August 6, 2021, Viking acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd., a Canadian federal corporation, for $7,958,159 in cash. 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. Transaction with T&T Power Group On April 1, 2025, Viking entered into a Share Subscription Agreement 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. 23 Table of Contents 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 were the only remaining shareholders of Simson-Maxwell. T&T owned 51% of Simson-Maxwell’s issued and outstanding Class A Common Shares, and Viking owned 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 ceased consolidating Simson-Maxwell’s financial results in its consolidated financial statements. The Company instead accounted for its investment in Simson-Maxwell at fair value. Viking also entered into a Unanimous Shareholders Agreement (“USA”) on April 1, 2025 with T&T and Simson-Maxwell. The USA governed the ownership and management of Simson-Maxwell and provided that T&T was entitled to nominate two members to Simson-Maxwell’s board of directors, and Viking was entitled to nominate one member. The USA also contained a call and a put option. Under the call option, T&T had 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 had 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). Amalgamation of Simson-Maxwell and T&T Power Group On June 1, 2026, Simson-Maxwell entered into an amalgamation agreement (the “Amalgamation Agreement”) with T&T. The transactions contemplated by the Amalgamation Agreement were completed on June 1, 2026 pursuant to Sections 181 and 182 of the Canada Business Corporations Act (the “CBCA”) and Section 87 of the Income Tax Act (Canada) (the “Amalgamation”). The amalgamated corporation continues under the name “T&T Power Group Inc.” (the “Amalgamated Corporation”). The Amalgamated Corporation continues to operate Simson-Maxwell’s former business of servicing, maintaining, repairing, renting, and testing of generators and industrial engines and providing power solutions to customers throughout Canada. Pursuant to the Amalgamation Agreement, the issued capital of T&T and Simson-Maxwell was converted into issued capital of the Amalgamated Corporation as follows: (i) all issued and outstanding shares in the capital stock of T&T were exchanged for 100,000 fully paid and non-assessable Class A Common Shares of the Amalgamated Corporation and issued to Tyler Van Dyke, the sole shareholder of T&T and the first director and President of the Amalgamated Corporation; (ii) 2,536 Class A Common Shares in the capital stock of Simson-Maxwell held by T&T were cancelled as of the date of Amalgamation; and (iii) 2,436 Class A Common Shares in the capital stock of Simson-Maxwell held by Viking were exchanged for 5,750,000 Class A Preference Shares (the “Viking Preferred Shares”) of the Amalgamated Corporation. Following the Amalgamation, Tyler Van Dyke holds 100,000 Class A Common Shares of the Amalgamated Corporation, representing 100% of the voting interest, and Viking holds 5,750,000 Class A Preference Shares of the Amalgamated Corporation, representing 0% of the voting interest. In connection with the Amalgamation, on June 1, 2026, Viking, the Amalgamated Corporation, and Tyler Van Dyke entered into a unanimous shareholders’ agreement within the meaning of the CBCA (the “USA”). Pursuant to the USA, Tyler Van Dyke has been appointed as the sole director of the board of directors of Amalgamated Corporation, and Viking has no right to appoint a director. The USA also contains the detailed terms governing the redemption and retraction of the Viking Preferred Shares, including the pricing mechanics, triggering events, payment timelines, monthly payment rights, conditional dividend provisions, and potential adjustments described below. The Viking Preferred Shares are subject to the following redemption and retraction rights, as set forth in the USA. Redemption by the Corporation. The Amalgamated Corporation may redeem all outstanding Viking Preferred Shares at any time: (i) on or before March 31, 2028, at CDN$5.75 million (approximately $4.2 million) in the aggregate (the “Redemption Price”), with 10% payable on the redemption date and the balance within 60 days; or (ii) after March 31, 2028, at CDN$7.75 million (approximately $5.6 million) in the aggregate (the “Increased Redemption Price”). If the Amalgamated Corporation fails to redeem all Viking Preferred Shares by March 31, 2028, the aggregate redemption price automatically increases the Increased Redemption Price. 24 Table of Contents Retraction by Viking. Prior to March 31, 2028, Viking may require redemption of all outstanding Viking Preferred Shares at the Redemption Price only upon the occurrence of specified triggering events, including: (a) a material breach by any party (other than Viking) of the USA that continues for 20 days following written notice; (b) a sale or proposed sale of all or substantially all of the Amalgamated Corporation’s assets; (c) the bankruptcy or insolvency of the Amalgamated Corporation; or (d) the death or permanent incapacity of Tyler Van Dyke. After March 31, 2028, Viking may require redemption for any reason at the Increased Redemption Price, together with all accrued but unpaid dividends. Upon receipt of a retraction notice after March 31, 2028, the Amalgamated Corporation shall either: (i) pay CDN$7.75 million (approximately $5.6 million) within 120 days; or (ii) pay CDN$8.52 million (approximately $6.2 million) plus all accrued but unpaid dividends within 12 months (the “Deferred Redemption Price”). Liquidation Preference. The Viking Preferred Shares rank in priority to all other classes of shares with respect to dividends, redemption, retraction, return of capital, liquidation, and winding-up. The Amalgamated Corporation shall not issue any shares or securities ranking senior to the Viking Preferred Shares while any remain outstanding. Dividend Restrictions. No dividends may be declared or paid on any other class of shares while Viking Preferred Shares remain outstanding, except that the Viking Preferred Shares carry a conditional cumulative dividend of 8% per annum, which accrues only if: (i) any party other than Viking breaches any term applicable to the Viking Preferred Shares; or (ii) the Amalgamated Corporation fails to redeem the Viking Preferred Shares by March 31, 2028. Monthly Payment Right. Viking may, upon 30 days’ prior written notice, require the Amalgamated Corporation to pay Viking CDN$15,000 (approximately $11,000) per month, with all such payments credited against the applicable redemption price upon final redemption. In connection with the Amalgamation, on June 1, 2026, Viking, the Amalgamated Corporation, and The Toronto-Dominion Bank (the “Bank”) entered into a Postponement and Assignment of Creditors Claim and Postponement of Security Agreement (the “Postponement Agreement”). Pursuant to the Postponement Agreement, Viking agreed to postpone all creditor indebtedness owed by the Amalgamated Corporation to Viking in favor of the prior repayment of the Bank’s indebtedness, including amounts arising from retraction, redemption, or purchase for cancellation of the Viking Preferred Shares, dividends, distributions, and shareholder loans. Subject to certain conditions, including that no event of default has occurred, the Amalgamated Corporation is in compliance with all financial covenants, and Viking provides the Bank with not less than 60 days’ prior written notice, Viking’s retraction right is not restricted by the Postponement Agreement. The Postponement Agreement also permits regularly scheduled share distributions (including monthly payments) up to CDN$180,000 (approximately $129,000) in any 12-month period, subject to similar financial covenant compliance conditions. Investor Relations Engagement Effective July 1, 2026, the Company retained Renmark Financial Communications Inc., an independent investor relations and communications firm, pursuant to a seven-month engagement. Renmark will provide investor relations and shareholder communications services designed to broaden awareness of the Company’s business strategy, technology portfolio and commercialization initiatives. Compensation under the engagement consists of a monthly cash fee pursuant to the terms of the engagement agreement. Going Concern Qualification The Company’s condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss of $(3,468,581) for the six months ended June 30, 2026, as compared to a net income of $1,182,837 for the six months ended June 30, 2025. The loss for the six months ended June 30, 2026, was comprised of, among other things, certain non-cash items, including: (i) amortization of debt discount of ($1,595,577), and; (ii) a gain on change in fair value of investment of $254,480. At June 30, 2026, the Company had stockholders’ deficit of $46,822,397, long-term debt, net of current, of $151,952 and a working capital deficiency of $63,100,470. The largest components of current liabilities creating this working capital deficiency was current portion of long-term debt of $46,943,524, accrued interest of $9,001,802, amounts due to related parties of $1,238,330, and related party accounts payable of $2,260,500. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company may be able to continue to develop new opportunities and may be able to obtain additional funds through debt and / or equity financings to facilitate its business strategy; however, there is no assurance of additional funding being available. These condensed consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. 25 Table of Contents RESULTS OF CONTINUING OPERATIONS The following discussion of the financial condition and results of operation of the Company for the three and six months ended June 30, 2026 and 2025, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. Liquidity and Capital Resources Working Capital: At June 30, 2026 2025 Current assets $ 1,464,562 $ 1,858,647 Current liabilities 64,565,032 15,001,143 Working capital deficit $ (63,100,470 ) $ (13,142,496 ) Cash Flows: Six Months Ended June 30, 2026 2025 Net cash used in operating activities $ (727,407 ) $ (1,989,306 ) Net cash provided by investing activities 342,974 21,296 Net cash provided by financing activities 498,636 1,927,744 Increase (decrease) in cash during the period 114,203 (40,266 ) Cash and cash equivalents, beginning of period 279,525 114,648 Cash and cash equivalents, end of period $ 393,728 $ 74,832 Net cash flows from operating activities were $(727,407) during the six months ended June 30, 2026, as compared to $(1,989,306) in the comparable period in 2025. The increase was the result of a $962,623 improvement in cash earnings combined with an increase of $299,276 from changes in operating assets and liabilities. Net cash flows from investing activities increased to $342,974 during the six months ended June 30, 2026, as compared to $(21,296) in the comparable period in 2025 due primarily to the payment of the note receivable from Simson-Maxwell and no fixed asset additions. Net cash flows from financing activities decreased to $498,636 during the six months ended June 30, 2026, as compared to $1,927,744 in the comparable period in 2025 due primarily to lower proceeds from the issuance of debt. Consolidated Operating Results The Company operates as one reportable 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 allocated based upon the progress and projected financial requirements to advance each technology towards commercialization. 26 Table of Contents Summary information on our consolidated operating results for the three and six months ended June 30, 2026 and 2025 is presented below. Three months ended Six months ended June 30, June 30, 2026 2025 2026 2025 Revenue $ - $ - $ - $ 6,229,335 Operating expenses 692,611 1,300,837 1,315,463 9,310,944 Loss from operations (692,611 ) (1,300,837 ) (1,315,463 ) (3,081,609 ) Other income (expense) (1,058,598 ) 5,675,327 (2,153,118 ) 4,264,446 Net income (loss) before income taxes (1,751,209 ) 4,374,490 (3,468,581 ) 1,182,837 Income taxes - - - - Net income (loss) $ (1,751,209 ) $ 4,374,490 $ (3,468,581 ) $ 1,182,837 Three months ended June 30, 2026 and 2025 Revenue The Company did not generate any revenue in the three months ended June 30, 2026 or 2025. Operating expenses The Company’s operating expenses decreased to $692,611 for the three-month period ended June 30, 2026, from $1,300,837 in the corresponding prior year three-month period. The decrease is the result of testing, certification and transportation costs of approximately $445,000 incurred in 2025 related to the Company’s medical waste treatment unit, combined with an overall reduction in corporate spending. Income (loss) from operations The loss from operations decreased by $608,226 for the three-month period ended June 30, 2026 as compared to the corresponding prior year three-month period due to the factors noted above. Other income (expense) The Company had other expense, net, of $(1,058,598) for the three months ended June 30, 2026, as compared to other income, net of $5,675,327 for the three months ended June 30, 2025. The decrease was due primarily to the gain of $6,169,824 on the partial disposal of Simson-Maxwell recorded in 2025. Net income (loss) The net loss increased by $6,125,699 for the three-month period ended June 30, 2026 as compared to the corresponding prior year three-month period due to the factors noted above. Six months ended June 30, 2026 and 2025 Revenue The Company did not generate any revenue in the six months ended June 30, 2026. In the prior period, the Company consolidated the revenues of Simson-Maxwell for the period January 1 to March 31, 2025. Operating expenses The Company’s operating expenses decreased to $1,315,463 for the six-month period ended June 30, 2026, from $9,310,944 in the corresponding prior year three-month period. The significant decrease reflects the impact of the deconsolidation of Simson-Maxwell’s results. Excluding Simson-Maxwell, operating expenses were $677,000 (34%) lower than the prior year. The decrease is the result of testing, certification and transportation costs of approximately $445,000 incurred in 2025 related to the Company’s medical waste treatment unit, combined with an overall reduction in corporate spending. Income (loss) from operations The loss from operations decreased by $1,766,146 for the three-month period ended June 30, 2026 as compared to the corresponding prior year three-month period due to the factors noted above. Other income (expense) The Company had other expense, net, of $(2,153,118) for the six months ended June 30, 2026, as compared to other income, net of $4,264,446 for the six months ended June 30, 2025. The decrease was due primarily to the gain of $6,169,824 on the partial disposal of Simson-Maxwell recorded in 2025. Net income (loss) The net loss increased by $4,651,418 for the six-month period ended June 30, 2026 as compared to the corresponding prior year three-month period due to the factors noted above. 27 Table of Contents Off-Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements. CRITICAL ACCOUNTING POLICIES AND ESTIMATES We prepare our condensed consolidated financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed consolidated financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our condensed consolidated financial statements. Described below are the most significant policies we apply in preparing our condensed consolidated financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies. See “Note 3 - Summary of Significant Accounting Policies” to our condensed consolidated financial statements. Consolidation of Variable Interest Entities The Company consolidates the financial results of its subsidiaries, defined as entities in which the Company holds a controlling financial interest. Several of the Company’s subsidiaries are considered to be Variable Interest Entities (“VIE’s”) which are defined as an entity for which any of the following conditions exist: 1. The total equity is not sufficient to permit the entity to finance its activities without additional subordinated financial support. 2. The equity holders as a group have one of the following four characteristics: i. Lack the power to direct activities that most significantly impact the entity’s economic performance. ii. Possess non-substantive voting rights. iii. Lack the obligation to absorb the entity’s expected losses. iv. Lack the right to receive the entity expected residual returns. The Company consolidates the financial results of a VIE when it is determined that the Company is the primary beneficiary of the VIE. Intangible Assets Intangible assets include the Company’s investments in Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution. The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable. In evaluating the future benefit of its intangible assets, the Company estimates the anticipated discounted 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. Investment in Unconsolidated Entity The Company accounts for its investment in preferred shares of T&T 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 condensed consolidated statement of operations. Beginning in the fourth quarter of 2025 and up to the date of amalgamation of T&T and Simson-Maxwell on June 1, 2026, the Company accounted for its 49% non-controlling interest in Simson-Maxwell at fair value as the Company was not able to exercise significant influence over this investment. During the second and third quarters of 2025, the Company accounted for this investment under the equity method. 28 Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish the information required by this item.