What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2024-02-23 compared with 2023-02-24 · 111 added, 124 removed, 373 unchanged (39% of the section changed)

6 unchanged sentences

In addition to our coal mining operations, we also hold coal mineral interests that we lease/sublease to our operations or hold for lease/sublease to our operations or others.

For a detailed overview of our coal mining operations and our coal royalty activities, please see "Item 1.

Business—Coal Mining Operations"

and "Item 1.

Business—Mineral Interest Activities", respectively.

For a detailed overview of our coal mining operations and our coal royalty activities, please see "Item 1.

Business—Coal Mining Operations" and "Item 1.

Business—Mineral Interest Activities", respectively.

Evaluation and Review of Coal Mineral Resources and Reserves

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More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

The coal mineral resource and reserve estimates included in this Annual Report on Form 10-K were prepared by an independent, qualified engineering firm, RESPEC Company, LLC ("RESPEC").

The coal mineral resource and reserve estimates included in this Annual Report on Form 10-K were prepared by an independent, qualified engineering firm, RESPEC.

We provided RESPEC with property control, mine plans, production, revenue, costs, capital, and other information considered by RESPEC in making their estimates.

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RESPEC, an independent third-party engineering firm, does not own an interest in any of our properties and is not employed on a contingent basis.

RESPEC prepared the initial Technical Report Summary ("TRS") for each of our material mining properties.

RESPEC prepared the initial TRS for each of our material mining properties.

The TRSs will be updated when there are material changes to the coal mineral reserve or resource estimates.

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Henderson/Union (KY)

River View (KY)

Sebree South (KY)

Gibson South (IN)

Hamilton County (IL)

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Coal sales prices vary based on coal quality, access to transportation, and other factors at each location.

All reserves are classified as underground mineable in the production stage.

All reserves are classified as underground mineable in the development or production stage.

Mining Operations

7 unchanged sentences

CSX, EVW, NS, barge

Gibson (South)

CSX, NS, truck, barge

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We consider the following properties to be material based on multiple factors including, but not limited to, the property's contribution to our overall business and financial condition.

Please see Coal Mineral Resources and Coal Mineral Reserves sections above for information about the coal mineral resources and reserves held by these material properties.

Please see Coal Mineral Resources and Coal Mineral Reserves above for information about the coal mineral resources and reserves held by these material properties.

In addition to the following information, TRSs for these material properties with additional information are included as exhibits to this Annual Report on Form 10-K.

Henderson/Union

The Henderson/Union Resources are located in Henderson and Union counties, Kentucky at 37°44'30"N, -87°46'07"W and we currently have control in over 1,600 tracts encompassing over 127,000 acres.

Henderson/Union Resources

The Henderson/Union Resources are located in Henderson and Union counties, Kentucky at 37°44'30"N, -87°46'07"W and we currently have control in over 1,600 tracts encompassing over 127,000 acres.

The property is controlled through both fee ownership and leases of the coal.

1 unchanged sentence

The base leases are with private owners and WKY CoalPlay or its subsidiaries, which are related parties.

See "Item 8.

Financial Statements and Supplementary Data — Note 22 – Related-Party Transactions"

for more information about our WKY CoalPlay transactions.

Financial Statements and Supplementary Data — Note 20 – Related-Party Transactions" for more information about our WKY CoalPlay transactions.

These base leases generally provide for a term that can be extended until exhaustion of the leased coal.

8 unchanged sentences

Multiple access points are available for development.

Access is available from the active River View mine, which began production in 2009.

Access is available from the active River View complex, which began production in 2009.

All equipment, facilities, infrastructure, and underground development are in good working order and maintained to industry standards.

Access at the Hamilton and UC Coal, LLC sites are considered "brownfield"

developments.

Access at the Hamilton and UC Coal, LLC sites are considered "brownfield" developments.

Though some facilities and permitting are in place, significant upgrades to existing infrastructure and new construction would be needed to bring them into good working order that meets industry standards.

The property associated with Henderson/Union has no book value as of December 31, 2023 but does have outstanding advanced royalties with WKY CoalPlay or its subsidiaries.

See "Item 8.

Financial Statements and Supplementary Data — Note 22 – Related-Party Transactions"

for more information about advanced royalties that Henderson/Union has with WKY CoalPlay.

Financial Statements and Supplementary Data — Note 20 – Related-Party Transactions" for more information about advanced royalties that Henderson/Union has with WKY CoalPlay.

Though there is geographic overlap between the Henderson/Union and River View properties, the resources and reserves of each are associated with different coal seams or, if in the same seam, are separated by existing mine works or geologic features into distinct areas.

There is no overlap in the resource / reserve estimation.

The Henderson/Union property contains resources in four seams, the West Kentucky No.

11 ("WKY11"), the West Kentucky No.

9 ("WKY9"), the West Kentucky No.

7 ("WKY7"), and the West Kentucky No.

6 ("WKY6").

Island Creek Coal Company ("Island Creek") operated mines in the area and controlled a portion of the property.

The Henderson/Union property contains resources in three coal seams, the WKY11, the WKY7, and the WKY6.

Island Creek operated mines in the area and controlled a portion of the property.

Under a joint venture, Texas Gas Service also controlled a large interest in the mineral rights.

Lastly, Peabody Coal Corporation ("Peabody") and Patriot Coal Corporation ("Patriot") operated mines in the area and controlled a portion of the reserves.

Lastly, Peabody and Patriot operated mines in the area and controlled a portion of the reserves.

We consolidated control of the property through multiple transactions from 2005 through 2015.

Island Creek operated the

Ohio #11 and Uniontown #9 mines.

Island Creek also operated the Hamilton #1 and #2 mines in Kentucky.

Peabody and later Patriot operated the Camp complex and Highland mines to the southeast and east.

Both the WKY9 and WKY11 seams were mined at these locations.

No mining has occurred on the property in the WKY7 or WKY6 seams.

Island Creek operated the Ohio #11 mine.

Peabody and later Patriot operated the Camp complex and Highland #11 mine to the southeast and east.

The WKY11 seam was mined at these locations.

No mining has occurred on the property in the

WKY7 or WKY6 seams.

In general, all drilling has shown highly consistent coal seams of mineable thickness and quality for the high-sulfur thermal utility market.

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Documentation of such liens is of record in the Offices of the Henderson and Union County Clerks.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our credit facility.

The Kentucky Department of Natural Resources ("KYDNR"), Division of Mine Permits ("DMP") is responsible for the review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 6 – Long-term Debt" for more information on our credit facility.

The KYDNR, DMP is responsible for the review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

In addition to state mining and reclamation laws, operators must comply with various federal laws relevant to mining.

Geology and Reserves

Henderson/Union contains coal resources in four seams ranging in depths from about 100 to 750 feet.

Henderson/Union contains coal resources in three seams ranging in depths from about 100 to 750 feet.

The table below summarizes mineral resources as of December 31, 2023, using a cut off thickness of 4.00 feet:

Quality, Washed, Dry Basis

Tons (millions)

Resources (1)

Tons (in millions)

Thickness (ft)

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Inferred Mineral Resources

River View is located in Union County, Kentucky at 37°45'37"N, -87°56'42"W and currently has approximately 54,250 underground acres permitted.

The mine is controlled through both fee ownership and leases of the coal.

The coal mineral reserves are leased or held for lease to River View almost exclusively by Alliance Resource Properties.

River View either owns or controls the surface properties upon which its facilities are located including the preparation plant, refuse areas, mine offices, conveyor systems, shafts and slopes.

(1) See updated TRS for Henderson/Union at Exhibit 96.1 to this Annual Report 10-K reflecting the material change to resources during 2023.

River View Complex

The River View complex is located in Union County, Kentucky at 37°45'37"N, -87°56'42"W and currently has approximately 93,200 underground acres permitted.

The complex is composed of the River View and Henderson County mines along with shared preparation, loadout, and other ancillary facilities.

The complex is controlled through both fee ownership and leases of the coal.

The coal mineral reserves are leased or held for lease to the River View complex almost exclusively by Alliance Resource Properties.

The River View complex either owns or controls the surface properties upon which its facilities are located including the preparation plant, refuse areas, mine offices, conveyor systems, shafts and slopes.

The base leases are with private owners and generally provide for a term that can be extended until exhaustion of the leased coal.

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River View on the Ohio River,

Uniontown Water Department and mine sources,

Union and Henderson County water districts and mine sources,

Kentucky Utilities (KU),

The underground mine is currently in production using room-and-pillar methods utilizing a heavy media, float/sink style preparation plant.

The underground mines are currently in production using room-and-pillar methods utilizing a heavy media, float/sink style preparation plant.

Exploration continues as needed to fulfill mining and permitting requirements.

The mine began production in 2009.

The complex began production in 2009.

All equipment, facilities, infrastructure, and underground development are in good working order and maintained to industry standards.

Total book value of the property and any associated plant and equipment for River View as of December 31, 2022 was $229.0 million.

Though there is geographic overlap between River View and the Henderson-Union properties, the reserves and resources of each are associated with different coal seams or, if in the same seam, are separated by existing mine works or geologic features into distinct areas.

Total book value of the property and any associated plant and equipment for the River View Complex as of December 31, 2023 was $312.7 million.

Though there is geographic overlap between the River View complex and the Henderson/Union properties, the reserves and resources of each are associated with different coal seams or, if in the same seam, are separated by existing mine works or geologic features into distinct areas.

There is no overlap in the resource / reserve estimation.

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Island Creek also operated the Hamilton #1 and #2 mines to the southwest.

Peabody and later Patriot operated the Camp complex and Highland mines to the southeast and east.

Peabody and later Patriot operated the Camp mines and Highland mines adjacent to the complex.

Both the WKY9 and WKY11 seams were mined at these locations.

In general, all drilling has shown highly consistent coal seams of mineable thickness and quality for the high-sulfur thermal utility market.

Our credit facility is secured by, among other things, liens against certain River View surface properties and coal leases.

Our credit facility is secured by, among other things, liens against certain River View complex surface properties and coal leases.

Documentation of such liens is of record in the Office of the Union County Clerk.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our credit facility.

Please read "Item 8.

Financial Statements and Supplementary Data—Note 6 – Long-term Debt" for more information on our credit facility.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our accounts receivable securitization facility.

Please read "Item 8.

Financial Statements and Supplementary Data—Note 6 – Long-term Debt" for more information on our accounts receivable securitization facility.

The KYDNR, DMP is responsible for review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

2 unchanged sentences

Geology and Reserves

River View extracts coal underground from the West Kentucky No.

The River View complex extracts coal underground from the West Kentucky No.

9 seams with depths ranging from 200 to 500 feet across the reserve.

3 unchanged sentences

Thickness (ft)

River View Complex

Proven Mineral Reserves

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Total Mineral Reserves

Due to the level of geologic certainty, all resources were classified as either measured or indicated and were converted to reserves.

There were no inferred resources associated with the property.

The River View mine had 214.6 million tons of coal mineral reserves at the end of 2021.

Resources associated with the River View complex are included in the Coal Mineral Resources table above.

The River View complex had 204.7 million tons of coal mineral reserves at the end of 2022.

The year over year reconciliation is as follows:

River View Yearly Reserve Reconciliation

River View Complex Yearly Reserve Reconciliation

(in millions)

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Tons as of December 31, 2023

(1) See updated TRS for River View complex at Exhibit 96.2 to this Annual Report on Form 10-K reflecting the material change to reserves for 2023.

Normal course adjustments are associated with numerous slight changes in the geologic model.

Hamilton, a longwall mine located in Hamilton County, Illinois at 38°10'12"N, -88°36'47"W, currently has approximately 10,500 underground acres and 1,300 surface acres permitted.

Hamilton Mine

Hamilton, a longwall mine located in Hamilton County, Illinois at 38°10'12"N, -88°36'47"W, currently has approximately 23,000 underground acres and 1,300 surface acres permitted.

The mine property is controlled through both fee ownership and leases of the coal.

The coal mineral reserves and resources are leased or held for lease to Hamilton by Alliance WOR Properties, LLC ("Alliance WOR Properties"), a subsidiary of Alliance Resource Properties.

The coal mineral reserves and resources are leased or held for lease to Hamilton by Alliance WOR Properties, a subsidiary of Alliance Resource Properties.

Hamilton either owns or controls the surface properties upon which its facilities are located including the preparation plant, refuse areas, mine offices, conveyor systems, shafts and slopes.

Hamilton (or Alliance WOR Properties) currently holds rights to over 67,000 gross acres of coal mineral reserves and resources and subsidence rights, and 1,400 acres of surface properties.

The underlying base coal leases are with private owners and are comprised of a large number of leases originally taken by AMAX Coal Company and Old Ben Coal Company ("Old Ben") in the mid to late 1970's and early 1980's (the "Old Ben Leases"), leases acquired by Consolidation Coal Company in the late 1980's (the "Consol Leases"), and subsequent leases

taken directly by White Oak Resources, LLC or affiliated companies and/or Alliance WOR Properties.

The underlying base coal leases are with private owners and are comprised of a large number of leases originally taken by AMAX Coal Company and Old Ben in the mid to late 1970's and early, leases acquired by

Consolidation Coal Company in the late 1980's, and subsequent leases taken directly by White Oak Resources, LLC or affiliated companies and/or Alliance WOR Properties.

Local infrastructure is as follows:

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Documentation of such liens is of record in the Office of the Hamilton County Clerk.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our credit facility.

The Consol Leases are encumbered by an overriding royalty payable to Sustainable Conservation, Inc.

("Sustainable") in the amount of the greater of $0.25 per ton or 0.75% of the average sales realization price received per ton, which sums can be credited against approximately $481,000 previously paid to Sustainable for the assignment of the Consol Leases.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 6 – Long-term Debt" for more information on our credit facility.

Certain leases originally acquired by Consolidation Coal Company are encumbered by an overriding royalty payable to Sustainable Conservation, Inc.

in the amount of the greater of $0.25 per ton or 0.75% of the average sales realization price received per ton, which sums can be credited against approximately $481,000 previously paid to Sustainable Conservation, Inc.

for the assignment of these leases.

The Illinois Department of Natural Resources, Land Reclamation Division is responsible for review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

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Normal course adjustments are associated with numerous slight changes in the geologic model.

Gibson South is located in Gibson County, Indiana at 38°18'22"N, 87°42'30"W and currently has approximately 23,350 underground acres permitted.

Gibson South Mine

Gibson South is located in Gibson County, Indiana at 38°18'22"N, 87°42'30"W and currently has approximately 23,350 underground acres permitted.

The mine property is controlled through both fee ownership and leases of the coal.

Gibson South holds rights to over 21,000 gross acres of coal.

Leases generally have an initial term with automatic extensions for as long as mining operations are conducted within a described area.

12 unchanged sentences

In November 1997, pursuant to (a) Assignment of Underground Coal Leases, (b) Partial Assignment of Underground Coal Leases and (c) Special Corporate Warranty Deed, Old Ben conveyed to MAPCO Land & Development Corporation various coal leases and fee coal interests within a large property boundary located in Gibson County, Indiana.

MAPCO Land & Development Corporation changed its name to MAPCO Coal Land & Development Corporation, and MAPCO Coal Land & Development Corporation merged into Alliance Properties, LLC ("Alliance Properties") effective August 4, 1999.

After the original Old Ben acquisition, Alliance Properties and Gibson County Coal continued to acquire additional coal leases and fee coal interests in the area.

In addition, beginning in or around 2006, the leases originally acquired from Old Ben began to expire by their terms, and Alliance Properties/Gibson County Coal began a program of either amending the expiring leases or entering into new, direct leases with the coal owners.

Alliance Properties merged into Gibson County Coal on February 19, 2018.

After the original Old Ben acquisition, Alliance Properties and Gibson continued to acquire additional coal leases and fee coal interests in the area.

In addition, beginning in or around 2006, the leases originally acquired from Old Ben began to expire by their terms, and Alliance Properties/Gibson began a program of either amending the expiring leases or entering into new, direct leases with the coal owners.

Alliance Properties merged into Gibson on February 19, 2018.

The King's Mine operated to the east and the Wabash Mine operated to the west of the reserve area.

In general, all drilling has shown a highly consistent coal seam of mineable thickness and quality for the high-sulfur thermal utility market.

Our credit facility is secured by, among other things, liens against certain Gibson County Coal surface properties, coal leases and owned coal.

Our credit facility is secured by, among other things, liens against certain Gibson surface properties, coal leases and owned coal.

Documentation of such liens is of record in the Office of the Recorder of Gibson County, Indiana.

Please read "Item 8.

Financial Statements and Supplementary Data—Note 8 – Long-term Debt"

for more information on our credit facility.

Please read "Item 8.

Financial Statements and Supplementary Data—Note 6 – Long-term Debt" for more information on our credit facility.

Accounts receivable generated from the sale of coal mined from this property are collateral for our accounts receivable securitization facility, evidenced by financing statements of record in the Office of the Recorder of Gibson County, Indiana.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our accounts receivable securitization facility.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 6 – Long-term Debt" for more information on our accounts receivable securitization facility.

The Indiana Department of Natural Resources, Division of Reclamation is responsible for oversight of active coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

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Mineral Acquisition / Deletion

Normal Course Adjustments

Tons as of December 31, 2023

Normal course adjustments are associated with numerous slight changes in the geologic model.

Tunnel Ridge, located at 40°09'17"

N, -80°39'26"W, is an underground longwall mine in the Pittsburgh No.

Tunnel Ridge Mine

Tunnel Ridge, located at 40°09'17" N, -80°39'26"W, is an underground longwall mine in the Pittsburgh No.

8 seam of coal, and currently has approximately 22,345 underground acres permitted.

3 unchanged sentences

Craft Foundation, Alliance Resource Properties and third parties.

Please read "Item 8.

Financial Statements and Supplemental Data - Note 22 – Related-Party Transactions"

for additional information on related-party leases.

Please read "Item 8.

Financial Statements and Supplemental Data - Note 20 – Related-Party Transactions" for additional information on related-party leases.

Tunnel Ridge either owns or controls the surface properties upon which its facilities are located, including the preparation plant, refuse areas, mine offices, conveyor systems, shafts and slopes.

8 unchanged sentences

The mine began production in 2010.

All equipment, facilities, infrastructure, and underground development are in good

working order and maintained to industry standards.

All equipment, facilities, infrastructure, and underground development are in good working order and maintained to industry standards.

Total book value of the property and any associated plant and equipment for Tunnel Ridge as of December 31, 2023 was $301.7 million.

3 unchanged sentences

Documentation of such liens is of record in the Office of the County Commission of Ohio County, West Virginia and the Office of the Recorder of Deeds of Washington County, Pennsylvania.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our credit facility.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 6 – Long-term Debt" for more information on our credit facility.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our accounts receivable securitization facility.

Please read "Item 8.

Financial Statements and Supplementary Data — Note 6 – Long-term Debt" for more information on our accounts receivable securitization facility.

Tunnel Ridge is located on the West Virginia / Pennsylvania State boundary, operating in each state.

As such, regulatory requirements must be met pertaining to mining facilities located in each state.

For operations in West Virginia, the West Virginia Department of Environmental Protection ("WVDEP") is the regulatory authority over mining activities.

For operations in West Virginia, the WVDEP is the regulatory authority over mining activities.

Within the WVDEP, the Division of Mining and Reclamation is responsible for review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

For operations in Pennsylvania, the Pennsylvania Department of Environmental Protection ("PADEP") is the regulatory authority over mining activities.

For operations in Pennsylvania, the PADEP is the regulatory authority over mining activities.

Within the PADEP, the Bureau of District Mining Operations is responsible for review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

18 unchanged sentences

Tons as of December 31, 2023

(1) See updated TRS for Tunnel Ridge at Exhibit 96.5 to this Annual Report on Form 10-K reflecting the material change to reserves during 2022.

OIL & GAS RESERVES

Summary of Oil & Gas Reserves

Our mineral interests are primarily located in three basins, which are also our areas of focus for future development.

These include the Permian (Delaware and Midland), Anadarko (SCOOP/STACK) and Williston (Bakken) Basins.

At December 31, 2022, we had approximately 45,157 developed and undeveloped net acres held at a weighted average royalty of 17.0%.

Our net acres standardized to 1/8th royalty equates to approximately 61,400 net royalty acres, including approximately 3,968 net royalty acres owned through our equity interest in AllDale III.

The following table presents our estimated net proved oil & gas reserves, including our share of reserves owned through our equity interest in AllDale III, as of December 31, 2022 based on the reserve report prepared by our internal engineering team.

The reserve report has been prepared in accordance with the rules and regulations of the SEC.

All of our proved reserves included in the reserve report are located in the continental United States.

At December 31, 2023, we had 49,794 developed and undeveloped net acres held at a weighted average royalty of 17.0%.

Our net acres standardized to 1/8th royalty equates to 67,745 net royalty acres, including 3,969 net royalty acres owned through our equity interest in AllDale III.

The following table presents our estimated net proved oil & gas reserves, including our share of reserves attributable to our equity interest in AllDale III, as of December 31, 2023 based on the reserve report prepared by our internal engineering team and reserve information provided by AllDale III.

The reserve report and reserve information have been prepared in accordance with the rules and regulations of the SEC.

All of our proved reserves are located in the continental United States.

As of December 31, 2023

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Ending balance, December 31, 2023

As a mineral interest owner we have no transparency into or control over our operators' investments and operational progress to convert PUDs to proved developed producing reserves.

We do not incur any capital expenditures or lease operating expenses in connection with the development of our PUDs, which costs are borne entirely by our operators.

* Recast to reflect the JC Resources Acquisition as if we, rather than JC Resources, acquired the mineral interests in 2019.

Please see "Item 8.

Financial Statement and Supplemental Data—Note 1 – Organization and Presentation and Note 3 – Acquisitions" for more information.

As a mineral interest owner we have no transparency into or control over the Operators' investments and operational progress to convert PUDs to proved developed producing reserves.

We do not incur any capital expenditures or lease operating expenses in connection with the development of our PUDs, which costs are borne entirely by the Operators.

As a result, during the year ended December 31, 2023, we did not have any expenditures to convert PUDs to proved developed producing reserves.

5 unchanged sentences

Under SEC rules, proved reserves are those quantities of oil & gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible–from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations–prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a "high degree of confidence that the quantities will be recovered."

All of our proved reserves as of December 31, 2022 were estimated using a deterministic method.

If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a "high degree of confidence that the quantities will be recovered." All of our proved reserves as of December 31, 2023 were estimated using a deterministic method.

The estimation of reserves involves two distinct determinations.

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To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves included production and well test data, downhole completion information, geologic data, electrical logs, and radioactivity logs.

Our 2022 year-end proved reserves were prepared by our internal engineering team.

Excluding our share of proved reserves held by AllDale III, our 2023 year-end estimate of proved reserves were prepared by our internal engineering team.

Our engineering team works to ensure the integrity, accuracy, and timeliness of the data used to calculate our estimated proved reserves.

Approximately 95% of our total 2022 year end proved reserve estimates were audited by NSAI.

Our engineering team met with NSAI periodically during the period covered by the above referenced reserve report to discuss the assumptions and methods used in the reserve estimation process.

Our engineering team provided historical information to NSAI for our properties, such as oil & gas production, well test data, and realized commodity prices.

Our proved resource estimates were audited by CGA.

Our engineering team met with CGA periodically during the period covered by the above referenced reserve report to discuss the assumptions and methods used in the reserve estimation process.

Our engineering team provided historical information to CGA for our properties, such as oil & gas production, well test data, and realized commodity prices.

Our engineering team also provided ownership interest information with respect to our properties.

2 unchanged sentences

These procedures, which are intended to ensure reliability of reserve estimations, include the following:

● review and verification of historical data, which is based on actual production as reported by our operators;

● review and verification of historical data, which is based on actual production as reported by the Operators;

● verification of property ownership by our land department;

● review of all our reported proved reserves semi-annually including the review of all significant reserve changes and proved undeveloped reserves additions by our internal petroleum engineer;

● internally prepared reserve estimates compared to reserves audit by NSAI;

● internally prepared reserve estimates compared to reserves audit by CGA;

● review of changes in reserves semi-annually by our internal petroleum engineer and by senior management;

● no employee ' s compensation is tied to the amount of reserves booked.

NSAI, an independent third-party petroleum engineering firm, does not own an interest in any of our properties and is not employed on a contingent basis.

When compared on a well-by-well basis, some of our estimates are greater and some are less than the NSAI estimates.

NSAI is satisfied with our methods and procedures used to prepare the December 31, 2022 reserve estimates and future revenue, and noted nothing of an unusual nature that would cause NSAI to take exception with the estimates, in the aggregate, prepared by us.

NSAI's audit report with the respect to our proved reserve estimates as of December 31, 2022 is included as an exhibit to this Annual Report on Form 10-K.

NSAI was founded in 1961 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No.

Within NSAI, the technical persons primarily responsible for auditing the estimates meet or exceed the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers;

both are proficient in judiciously applying industry-standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.

CGA, an independent third-party petroleum engineering firm, does not own an interest in any of our properties and is not employed on a contingent basis.

When compared on a well-by-well basis, some of our estimates are greater and some are less than the CGA estimates.

CGA is satisfied with our methods and procedures used to prepare the December 31, 2023 reserve estimates and future revenue, and noted nothing of an unusual nature that would cause CGA to take exception with the estimates, in the aggregate, prepared by us.

CGA's audit report with the respect to our proved reserve estimates as of December 31, 2023 is included as an exhibit to this Annual Report on Form 10-K.

CGA was founded in 1961 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No.

Within CGA, the technical person primarily responsible for auditing the estimates meets or exceed the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers and is proficient in judiciously applying industry-standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.

Acreage Concentration

19 unchanged sentences

Production and ad valorem taxes

* Recast to reflect the JC Resources Acquisition as if we, rather than JC Resources, acquired the mineral interests in 2019.

Please see "Item 8.

Financial Statement and Supplemental Data—Note 1 – Organization and Presentation and Note 3 – Acquisitions" for more information.

Productive Wells

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties