Investment in TT Power (formerly Simson-Maxwell) |
6 Months Ended | |||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||
| Investment in TT Power (formerly Simson-Maxwell) | ||||||||||||||||||||||
| Investment in T&T Power (formerly Simson-Maxwell) | Note 4. Investment in T&T Power (formerly Simson-Maxwell)
Viking acquired a controlling interest in Simson Maxwell in 2021 and consolidated Simson Maxwell’s financial statements in the Company’s consolidated financial statements.
On April 1, 2025, Viking entered into a Share Subscription Agreement (“SSA”) with T&T, Remora EQ LP, Simmax Corp., and Simson-Maxwell. The SSA related to a restructuring of the ownership of Simson-Maxwell that resulted in Camber ceasing to have a controlling interest in Simson-Maxwell. Following the closing of the transaction in the SSA, T&T and Viking were the shareholders of Simson-Maxwell. T&T owned 51% of Simson-Maxwell’s outstanding common shares and Viking owned the remaining 49%. Viking did not sell or purchase any shares in connection with the transaction. As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson-Maxwell, Camber deconsolidated the financial statements of Simson-Maxwell on April 1, 2025 and accounted for its investment in Simson-Maxwell under the equity method through September 30, 2025. Under the equity method, the Company recognized its share of earnings (losses) in Simson Maxwell in its consolidated statement of operations. 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, began accounting for this investment at fair value.
On April 1, 2025, Viking also entered into a shareholders agreement with T&T and Simson-Maxwell which governed the ownership and management of Simson-Maxwell. This agreement contained a call and a put option. Consequently, the fair value of the Company’s investment in Simson Maxwell was calculated to be the present value at the reporting date (using a discount rate of 15%) of the call option included in the shareholder agreement under which T&T had 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 did not exercise its option above, 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 ($5.7 million).
On June 1, 2026, T&T and Simson-Maxwell completed an amalgamation, with the amalgamated company continuing under the name T&T Power Group Inc. (hereinafter referred to as “Amalco”). Under the terms of the amalgamation agreement, Viking’s 2,436 common shares of Simson-Maxwell were exchanged for 5,750,000 non-voting Class A preferred shares of Amalco.
On June 1, 2026, Viking, Amalco and the controlling shareholder of Amalco entered into a unanimous shareholder agreement. The terms of the shareholder agreement include redemption and retraction rights related to Viking’s preferred shares which are structured as a continuation of the terms of the call and put option associated with Viking’s previously held common shares in Simson-Maxwell as follows:
The fair value of the Company’s investment in Amalco has been calculated as the present value (using a discount rate of 15%) of the March 31, 2028 redemption price included in the Amalco shareholder agreement. This value is the same as the value that would be determined for Viking’s common share investment in Simson-Maxwell under the previous shareholder agreement and, therefore, no gain or loss has been recorded on the exchange of common shares in Simson-Maxwell for preferred shares in Amalco.
The adjustment to the fair value of the investment for the six months ended June 30, 2026 was as follows:
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