CAMBER ENERGY, INC. 8-K

What Happened
Camber Energy’s subsidiary chain (Camber → Viking Energy Group, Inc. → Simson-Maxwell Ltd.) completed an amalgamation on June 1, 2026: Simson and T&T Power Group Inc. combined to form an amalgamated company named T&T Power Group Inc. Following the transaction, Tyler Van Dyke (former sole shareholder of T&T) holds 100,000 Class A Common Shares and 100% of the voting interest; Viking (a wholly-owned subsidiary of Camber Energy) received 5,750,000 Class A Preference Shares that carry 0% voting interest. As previously disclosed, Viking’s ownership in Simson had been reduced to 49% in April 2025, and the Company accounted for that investment at fair value rather than consolidating results.

Key Details

• Transaction date: June 1, 2026. Simson’s business (generator servicing, rentals, power solutions) continues under T&T Power Group Inc.
• Share exchange: 2,436 Simson shares held by Viking exchanged for 5,750,000 Class A Preference Shares of the Amalgamated Corporation; 2,536 Simson shares held by T&T were cancelled; T&T shares converted into 100,000 Class A Common Shares for Tyler Van Dyke.
• Redemption / retraction economics:
  • Amalgamated Corp may redeem all Viking Preferred Shares on or before March 31, 2028 for CDN$5,750,000 (≈ US$4.15M) — 10% payable at redemption, balance within 60 days.
  • If not redeemed by March 31, 2028, the aggregate redemption price increases to CDN$7,750,000 (≈ US$5.60M).
  • After March 31, 2028 Viking may require redemption for any reason at the Increased Redemption Price, with alternative deferred payment options (e.g., CDN$8,520,000 ≈ US$6.16M plus accrued dividends if paid over 12 months).
  • Viking has conditional cumulative dividend rights of 8% per annum (accrues only if certain breaches occur or if shares aren’t redeemed by March 31, 2028). Viking may also demand monthly payments of CDN$15,000 (≈ US$11,000), credited against redemption.
• Control and governance: A unanimous shareholders agreement appoints Tyler Van Dyke as sole director; Viking has no director appointment rights.
• Postponement agreement with The Toronto-Dominion Bank subordinates Viking’s creditor claims to the Bank’s indebtedness and limits distributions unless certain financial covenants and notice conditions are met; allows up to CDN$180,000 (≈ US$129,000) of scheduled share distributions in any 12-month period subject to conditions.

Why It Matters

• Ownership vs. control: Viking (and therefore Camber Energy) holds a significant economic interest via non-voting preference shares but has no board control of the Amalgamated Corporation. That separates economic upside/repayment rights from governance.
• Cash recovery and timing: The Preference Shares include specific redemption and retraction pricing, monthly payment rights, and a conditional 8% dividend — all of which define when and how Viking/Camber could receive cash. The Postponement Agreement with TD Bank means those rights are subordinated to bank obligations and conditioned on financial covenants, potentially affecting timing and priority of payments.
• Accounting and investor impact: Camber previously ceased consolidating Simson and measures the investment at fair value; these structural changes maintain a non-controlling economic position and create defined redemption cash flows rather than operational control or consolidation. Investors should note implications for cash recoverability, control metrics, and potential future cash receipts tied to the redemption mechanics.