What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-27 compared with 2024-03-28 · 283 added, 281 removed, 30 unchanged (95% of the section changed)

In this Form 10-K, references to “Empire”,

the “Company”, “we”, “our”, and “us” refer to Empire Petroleum Corporation and its wholly-owned

subsidiaries, unless context indicates otherwise.

On March 8, 2022, our common stock began trading on

the NYSE American under the symbol “EP” and CUSIP 292034303.

Prior to trading on the NYSE American, our common stock was accessible

on the OTCQB.

Empire Petroleum Corporation is an independent

energy company that engages in unlocking value in developed assets.

Empire operates the following wholly-owned subsidiaries in its areas

of operations:

New Mexico LLC (“Empire New Mexico”)

this Form 10-K, references to “Empire”, the “Company”, “we”, “our”, and “us”

refer to Empire Petroleum Corporation and its wholly-owned subsidiaries, unless context indicates otherwise.

Petroleum Corporation is an independent energy company that engages in unlocking value in developed assets.

Empire operates the following

wholly-owned subsidiaries in its areas of operations:

New Mexico LLC (“Empire New Mexico”), consisting of the following entities:

New Mexico LLC d/b/a Green Tree New Mexico

3 unchanged sentences

○ Empire NM Assets LLC

Rockies Region

● Empire North Dakota (“Empire North Dakota”), consisting of the following entities:

North Dakota LLC (“Empire North Dakota”)

4 unchanged sentences

Louisiana LLC (“Empire Louisiana”)

Empire was incorporated in the state of Delaware in

The consolidated financial statements of Empire Petroleum Corporation and subsidiaries include the accounts of the Company and its

wholly-owned subsidiaries.

Our mission is to increase shareholder value by building

oil and natural gas reserves in strategic plays in the United States.

To accomplish its mission, we plan on executing the following business

· Cost-effectively optimize well production

· Reduce unit operating costs and improve margins

· Target proved developed producing acquisitions in predictable fields that have historically had low

production decline and long lives

· Focus on high-quality assets that add scale and provide synergies to our existing portfolio and core

areas of operation

We operate as a single segment as each of our operating

areas have similar economic characteristics and each meet the criteria for aggregation as defined by accounting standards related to disclosures

about segments of an enterprise.

Available Information

Our Annual Report on Form 10-K, quarterly reports

on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)

of the Exchange Act, as well as proxy statements and other information we file with, or furnish to, the SEC are available free of charge

on our website at www.empirepetroleumcorp.com.

We make these documents available as soon as reasonably practicable after we electronically

file them with, or furnish them to, the SEC.

The information contained on our website, or available by hyperlink from our website, is

not incorporated into this Form 10-K or other documents we file with, or furnish to, the SEC.

We intend to use our website as a means

of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Such disclosures

will be included on our website in the “Investor Relations” sections.

Accordingly, investors should monitor such portions

of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

In addition, we use social media to communicate with

our investors and the public about our company, our businesses and our results of operations.

The information we post on social media

could be deemed to be material information.

Therefore, we encourage investors, the media and others interested in our company to review

the information we post on the social media channels listed in the “Investor Relations” section of our website.

We are an independent operator in four geographic

areas in the United States.

As operator, we manage and influence production on operated properties.

We use a combination of experienced

field personnel and third-party service providers to execute our mission.

Our producing properties have reasonably predictable production

profiles and cash flows, subject to commodity price and cost fluctuations.

As is common in the industry in which we operate,

we selectively participate in drilling and developmental activities in non-operated properties.

Decisions to participate in non-operated

properties are made after technical and economic analysis of the projects which also considers the operating expertise and historical

track record of the operators.

Empire New Mexico

Empire New Mexico was formed when we purchased

producing assets from XTO in May 2021.

These assets are located in Lea County, New Mexico and include approximately 670 gross (483 net)

producing and injection wells on a contiguous and consolidated acreage position consisting of 48,000 gross (41,000 net).

14 RI wells with an average ORRI of 11%.

Empire New Mexico’s assets primarily produce oil with natural gas and NGLs accompanying

oil production.

Empire New Mexico’s properties are in the following formations:

· Grayburg/San Andres (primary source of production)

· Queen-Seven Rivers-Yates

was incorporated in the state of Delaware in 1985.

The consolidated financial statements of Empire Petroleum Corporation and subsidiaries

include the accounts of the Company and its wholly-owned subsidiaries.

mission is to increase shareholder value by building oil and natural gas reserves in strategic plays in the United States.

To accomplish

its mission, we plan to execute the following business strategies:

● Cost-effectively

optimize well production

unit operating costs and improve margins

proved developed producing acquisitions in predictable fields that have historically had

low production decline and long lives

on high-quality assets that add scale and provide synergies to our existing portfolio and

core areas of operation

operate as a single operating segment.

For additional information, see Note 18 – Segment Reporting of Notes to Consolidated Financial

Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or

furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as well as proxy statements and other information we file with,

or furnish to, the SEC are available free of charge on our website at www.empirepetroleumcorp.com.

We make these documents available

as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

The information contained on our

website, or available by hyperlink from our website, is not incorporated into this Form 10-K or other documents we file with, or furnish

We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure

obligations under Regulation Fair Disclosure.

Such disclosures will be included on our website in the “Investor Relations”

Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings

and public conference calls and webcasts.

addition, we use social media to communicate with our investors and the public about our company, our businesses and our results of operations.

The information we post on social media could be deemed to be material information.

Therefore, we encourage investors, the media and

others interested in our company to review the information we post on the social media channels listed in the “Investor Relations”

section of our website.

are an independent operator in four geographic areas in the United States.

For our operated properties, we manage and influence production

using a combination of experienced field personnel and third-party service providers to execute our mission.

Our producing properties

have reasonably predictable production profiles and cash flows, subject to commodity price and cost fluctuations.

is common in the industry in which we operate, we selectively participate in drilling and developmental activities in non-operated properties.

Decisions to participate in non-operated properties are made after technical and economic analysis of the projects which also considers

the operating expertise and historical track record of the operators.

New Mexico was formed when we purchased producing assets from XTO in May 2021.

These assets are located in Lea County, New Mexico, and

include approximately 714 gross (529 net) producing and injection wells on a contiguous and consolidated acreage position consisting

of 48,000 gross (41,000 net).

We also have 15 royalty interest (“RI”) wells with an average overriding royalty interest (“ORRI”)

Empire New Mexico’s assets primarily produce oil with accompanying natural gas and NGLs production.

Empire New Mexico’s

properties are located in Grayburg/San Andres (primary source of production), Queen-Seven Rivers-Yates, Devonian,

Abo, Blineberry, Tubb, and Drinkard formations.

North Dakota includes approximately 232 gross (108 net) producing or injection wells on 24,480 gross (18,480 net) acres in North Dakota

and western Montana.

We also have smaller nonoperating interests in 106 gross (less than 1 net) vertical wells.

These properties primarily

produce oil with some related gas production.

Assets are located in Madison (primary source of production), Bakken, Duperow,

Red River, and Ratcliffe/Mission Canyon formations.

existing producing properties have experienced near-flat production rates over the last five years.

We have been able to capitalize on

operational improvements to allow a more immediate recovery of reserves.

the fourth quarter of 2023, the Company commenced a program to further develop its Starbuck Field located in North Dakota (the “Starbuck

Drilling Program”).

The Starbuck Drilling Program’s first well came online in December 2023 and a total of 13 wells in the

Upper Charles formation have been placed in production as of the filing date of this report.

The Company is currently optimizing completions

while increasing the core production through its enhanced oil recovery (“EOR”) program.

the Starbuck Field is strategically designed for EOR production, the Company has experienced an increase in production throughout 2024

which is anticipated to continue into 2025.

has also logged five vertical pilot wells to help identify additional pay and extend existing reservoirs, which has confirmed three additional

primary zones of interest and two secondary zones of interest.

In addition, the Company has drilled a vertical appraisal well in the

Starbuck Field to core two new target zones for development.

The two new primary target zones of development have been successfully cored

and the cores are under analysis.

The data will then be added to a future development plan while the vertical wells have been placed

in production during 2024.

Texas includes approximately 119 gross (106 net) producing wells on approximately 43,000 gross (30,000 net) acres as well as 77 miles

of gathering lines and pipelines with related facilities and equipment.

Empire Texas owns concentrated acreage and stacked pay in the

historically prolific East Texas Basin.

Assets are concentrated in the Fort Trinidad Field in Houston and Madison Counties with high

working interest and historical production from eight separate formations.

We have begun technical work for uplift opportunities

in New Mexico.

Empire North Dakota

Empire North Dakota includes approximately 138

gross (108 net) producing or injection wells on 24,000 gross (18,000 net) acres in North Dakota and western Montana.

We also have smaller

nonoperating interests in 70 gross (less than 1 net) vertical wells.

These properties primarily produce oil with some related gas production.

Assets are located in the following formations:

· Madison (primary source of production)

· Ratcliffe/Mission Canyon

The existing producing properties have experienced

near-flat production rates over the last five years.

We have been able to capitalize on operational improvements to allow more immediate

recovery of reserves.

In the fourth quarter of 2023,

the Company commenced a program to further develop its Starbuck Field located in North Dakota (the “Starbuck Drilling Program”).

Empire expects 2024 to be a year of progress as it continues to advance the Starbuck Drilling Program.

The Starbuck Drilling Program’s

first well came online in December 2023 and a total of five wells in the Upper Charles formation have been placed on production as of

the filing date of this report.

The Company is currently optimizing completions while increasing the core production through its enhanced

oil recovery (“EOR”) program.

The Company currently has one

rig in the Starbuck Field.

As the Starbuck Field is strategically designed for EOR production, the Company anticipates EOR development

to begin in the second quarter of 2024 with the goal of providing a meaningful increase in production beginning as soon as the second

half of 2024 and going forward.

Empire has also logged five

vertical pilot wells to help identify additional pay and extend existing reservoirs, which has confirmed three additional primary zones

of interest and two secondary zones of interest.

In addition, the Company has drilled a vertical appraisal well in the Starbuck Field

to core two new target zones for development.

The two new primary target zones of development have been successfully cored and the cores

are under analysis.

The data will then be added to the development plan while the vertical well will be placed on production in the first

quarter of 2024.

Empire Texas includes approximately 121 gross (106

net) producing wells on approximately 43,000 gross (30,000 net) acres as well as 77 miles of gathering lines and pipelines with related

facilities and equipment.

Empire Texas owns concentrated acreage and stacked pay in the historically prolific East Texas Basin.

are concentrated in the Fort Trinidad Field in Houston and Madison Counties with high working interest and historical production from

eight separate formations.

We have begun technical work for uplift opportunities in Texas.

Empire Louisiana

Empire Louisiana includes 12 gross (10 net) producing wells and three saltwater

disposal wells in the Miocene, Frio, Cockfield, and Wilcox formations.

the fourth quarter of 2024, the Company initiated a return-to-production program on four wells primarily focused on facility work on

the existing saltwater disposal system.

Louisiana includes 7 gross (5 net) producing wells and three saltwater disposal wells in the Miocene, Frio, Cockfield, and Wilcox formations.

Empire Louisiana’s assets primarily produce oil.

Production and Operating Data

The following table sets forth a summary of our production

and operating data for the years ended December 31, 2023 and 2022.

Because of normal production declines, increased or decreased production

due to future acquisitions, divestitures, and development, fluctuations in commodity prices and the effects of acquisitions or divestitures,

the historical information presented below should not be interpreted as being indicative of future results.

December 31, 2023

December 31, 2022

and Operating Data

following table sets forth a summary of our production and operating data.

Because of normal production declines, increased or decreased

production due to future acquisitions, divestitures, and development, fluctuations in commodity prices and the effects of acquisitions

or divestitures, the historical information presented below should not be interpreted as being indicative of future results.

For the Years Ended December 31,

Production and operating data:

11 unchanged sentences

Stock-based compensation

(a) Excludes the effect of net cash receipts from (payments on) derivatives.

At December 31, 2023 and 2022, we had approximately

1,000 gross (710 net) producing and injection wells.

We have no firm delivery commitments for oil or natural

Oil and Natural Gas Reserves

Our primary mission is to optimize existing producing

as such, there are no reserves estimated for undeveloped properties, though we own acreage that can be drilled in the future

and are also a non-operator WI owner on acreage subject to future drilling activities.

The following table represents our oil and natural

gas reserves at December 31, 2023 and 2022.

Total General & administrative

(1) Excludes the effect of net cash receipts from (payments on) derivatives.

December 31, 2024 and 2023, we had approximately 1,072 gross (748 net) producing and injection wells.

have no firm delivery commitments for oil or natural gas.

and Natural Gas Reserves

primary mission is to optimize existing producing properties;

as such, there are no reserves estimated for undeveloped properties, though

we own acreage that can be drilled in the future and are also a non-operator WI owner on acreage subject to future drilling activities.

The following table represents our oil and natural gas reserves:

Proved developed at December

Net proved reserves were calculated using an unweighted

arithmetic average of the first-day-of-the-month price within the 12-month period for the year.

All prices and costs associated with operating

wells were held constant in accordance with SEC guidelines.

Prices of $75.45 per barrel of oil, $1.51 per Mcf and $9.82 per barrel of

NGL were utilized at December 31, 2023.

Prices of $91.14 per barrel and $4.23 per Mcf and $36.29 per barrel of NGL were utilized at December

Reserve Estimation Process

Reserve estimation is a subjective process as the

underground accumulations of crude oil and natural gas cannot be measured in an exact manner, and the accuracy of any reserve estimate

is a function of the quality of available data and of engineering and geological interpretation and judgment.

The quantities of oil and

natural gas that are ultimately recovered, production and operating costs, and future oil and natural gas prices may differ from those

assumed in these estimates.

Our internal professionals work closely with our external engineers to ensure the integrity, accuracy, and

timeliness of data that is furnished to them for their reserve estimation process.

We engage an independent petroleum engineering firm,

CG&A, to prepare our annual reserve estimates and rely on CG&A’s expertise to ensure that reserve estimates are prepared

in accordance with SEC guidelines.

The technical person primarily responsible for the

preparation of the reserve report is Zane Meekins, Executive Vice President.

Meekins has been with CG&A since 1989 and graduated

from Texas A&M University in 1987 with a bachelor's degree in Petroleum Engineering.

He is a registered professional engineer in Texas

and has more than 30 years of experience in the estimation and evaluation of oil and natural gas reserves.

He is also a member of the

Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers.

Brian Weatherl, Vice President of Engineering for

the Company, is responsible for our reservoir engineering, and is a qualified reserve estimator and is responsible for overseeing CG&A

during the preparation of the annual reserve estimates.

His professional qualifications meet or exceed the qualifications of reserve estimators

set forth in the “Standards Pertaining to Estimation and Auditing of Oil and Natural Gas Reserve Information” promulgated

by the Society of Petroleum Engineers.

His qualifications include a Bachelor of Science degree in Petroleum Engineering from the University

of Tulsa in 1984 and he is a member of the Society of Petroleum Engineers.

Weatherl has been estimating and evaluating reserves for

over 35 years.

The primary inputs to the reserve estimation process

are technical information, financial data, ownership interest and production data.

The relevant field and reservoir technical information,

which is updated at least annually, is assessed for validity when CG&A has technical meetings with our personnel.

Current revenue

and expense information is obtained from accounting records, which are subject to external quarterly reviews, annual audits, and internal

controls over financial reporting.

All current financial data such as commodity prices, lease operating expenses, production taxes and

field level commodity price differentials are updated in the reserve database and then analyzed to ensure that they have been entered

accurately and that all updates are complete.

Our ownership in mineral interests and well production data are subject to internal controls

and are incorporated into the reserve database as well as verified internally by our personnel to ensure accuracy and completeness.

the reserve database has been updated with current information, and the relevant technical support material has been assembled, CG&A

meets with technical personnel to review field performance and future development plans in order to verify the validity of estimates.

Following these reviews, the reserve database is furnished to CG&A so that it can prepare its independent reserve estimate and final

The reserve estimates prepared by CG&A are reviewed and compared to internal estimates by Mr.

Material reserve estimation

differences are reviewed between CG&A and our technical personnel and additional data is provided to address any variances.

supporting documentation does not justify additional changes, CG&A reserves are accepted.

In the event that additional data supports

a reserve estimation adjustment, CG&A will analyze the additional data and may make changes it solely deems necessary.

data is usually comprised of updated production information on new wells.

Once the review is completed and all material differences are

reconciled the reserve report is finalized and our reserve database is updated with the final estimates provided by CG&A.

Marketing Arrangements

We market our oil and natural gas in accordance with

standard energy industry practices.

This marketing effort endeavors to obtain the combined highest netback and most secure market available

at that time.

We sell oil production at the lease locations to third-party

purchasers via truck transport or pipeline.

We do not transport, refine or process the oil we produce.

We sell our produced oil under

contracts using market-based pricing, which is adjusted for differentials based upon oil quality.

We sell our natural gas and natural gas liquids under

purchase contracts using market-based pricing, which is primarily sold at the lease location.

Principal Customers

We sell our oil, natural gas, and NGL production to

marketers which is transported by truck or pipeline to storage facilities arranged by the marketers.

Our marketing of oil and natural

gas can be affected by factors beyond our control, the effects of which cannot be accurately predicted.

For 2023, 70% of revenues from oil, natural gas, and

NGL sales were to three customers.

For 2022, 68% of revenues from oil, natural gas, and NGL sales were to four customers.

While the loss

of these purchasers may result in a temporary interruption in sales of, or a lower price for, our production, we believe that the loss

of these purchasers would not have a material adverse effect on our operations, as there are alternative purchasers in our producing regions.

The oil and natural gas industry in the areas in which

we operate is highly competitive.

We encounter strong competition from numerous parties, ranging generally from small independent producers

to major integrated companies.

We primarily encounter significant competition in acquiring properties.

At higher commodity prices, we

also face competition in contracting for oil field services, rigs, pressure pumping and workover equipment and securing trained personnel.

Many of these competitors have financial, technical and personnel resources substantially larger than ours.

As a result, our competitors

may be able to pay more for desirable properties, or to evaluate, bid for and purchase a greater number of properties or prospects than

our financial or personnel resources will permit.

In addition to competition for drilling, pressure

pumping and workover equipment, we are also affected by the availability of related equipment and materials.

The oil and natural gas industry

periodically experiences shortages of drilling and workover rigs, equipment, pipe, materials and personnel, which can delay workover and

exploration activities and cause significant price increases.

We are unable to predict the timing or duration of any such shortages.

Seasonality of Business

Weather conditions often affect the demand for, and

prices of, natural gas and can also delay oil and natural gas production.

Demand for natural gas is traditionally higher in the winter,

resulting in higher natural gas prices during the first and fourth quarters.

Due to these seasonal fluctuations, results of operations

for individual quarterly periods may not be indicative of the results realized on an annual basis.

Markets and Price Volatility

The market price of oil and natural gas is volatile,

subject to speculative movement and depends upon numerous factors beyond our control, including expectations regarding inflation, global

and regional demand, political and economic conditions and production costs.

Future profitability, if any, will depend substantially upon

the prevailing prices for oil and natural gas.

If the market price for oil and natural gas remains depressed in the future, it could

have a material adverse effect on our ability to raise additional capital necessary to finance operations.

Lower oil and natural gas prices

may also reduce the amount of oil and natural gas, if any, that can be produced economically from our properties.

We anticipate

that the prices of oil and natural gas will fluctuate in the near future.

The oil and natural

gas industry is subject to extensive federal, state and local laws and regulations governing the production, transportation and sale

of hydrocarbons as well as the taxation of income resulting therefrom.

Legislation affecting the oil and natural gas industry is constantly

Numerous federal and state departments and agencies have issued rules and regulations applicable to the oil and natural

gas industry.

In general, these rules and regulations regulate, among other things, the extent to which

acreage may be acquired or relinquished;

proved reserves were calculated using an unweighted arithmetic average of the first-day-of-the-month price within the 12-month period

for the year.

All prices and costs associated with operating wells were held constant in accordance with SEC guidelines.

Prices of $71.66

per barrel of oil, $0.95 per Mcf and $24.54 per barrel of NGLs were utilized at December 31, 2024.

Prices of $75.45 per barrel of oil,

$1.51 per Mcf and $9.82 per barrel of NGLs were utilized at December 31, 2023.

Estimation Process

estimation is a subjective process as the underground accumulations of crude oil and natural gas cannot be measured in an exact manner,

and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation

and judgment.

Estimates of economically recoverable oil and natural gas reserves depend on several variable factors, including but not

limited to historical production from the area compared with production from other producing areas, and assumptions about:

the effects of regulations by governmental agencies;

future oil and natural gas prices;

future operating costs;

severance and excise

operational risks;

development costs;

and workover and remedial costs.

or all of these assumptions may vary considerably from actual results.

For these and other reasons, estimates of the economically recoverable

quantities of oil and natural gas attributable to any group of properties, classifications of those oil and natural gas reserves based

on the risk of recovery, and estimates of the future net cash flows from oil, and natural gas reserves prepared by different engineers

or by the same engineers but at different times may vary substantially.

Such estimates may be subject to periodic downward or upward

Actual production, revenues, and expenditures regarding our oil, NGLs, and natural gas reserves will likely vary from estimates,

and those variances may be material.

engage and consult with an independent petroleum engineering firm, CG&A, to prepare our annual reserve estimates and rely on CG&A’s

expertise to ensure that reserve estimates are prepared in accordance with SEC guidelines.

The technical person primarily responsible

for the preparation of the reserve report is Zane Meekins, Executive Vice President.

Meekins has been with CG&A since 1989 and

graduated from Texas A&M University in 1987 with a bachelor’s degree in petroleum engineering.

He is a registered professional

engineer in Texas and has more than 30 years of experience in the estimation and evaluation of oil and natural gas reserves.

a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers.

primary inputs to the reserve estimation process are technical information, financial data, ownership interest and production data.

relevant field and reservoir technical information, which is updated at least annually, is assessed for validity when CG&A has technical

meetings with our personnel.

Our accounting records, operational data and well information used in the reserve estimation process are

subject to internal and external quarterly reviews, annual audits, and internal controls over financial reporting.

Our reserves database

is updated and maintained by our Senior Reserves Engineer who has the appropriate technical qualifications to maintain and assist in

the preparation of reserve estimates.

The Senior Reserves Engineer has over 40 years of industry experience, a degree in engineering

from Tulane University in 1978, a licensed professional, and holds several memberships in professional petroleum engineer organizations.

Once the reserves database has been appropriately updated, Empire will meet with CG&A who will then review the relevant information

and validate the estimates.

CG&A will work with the Senior Reserves Engineer to resolve any differences in reserve estimates.

will then finalize the reserve report once any differences are resolved and provide a final report to the Company.

market our oil and natural gas in accordance with standard energy industry practices.

This marketing effort endeavors to obtain the combined

highest netback and most secure market available at that time.

sell oil production at the lease locations to third-party purchasers via truck transport or pipeline.

We do not transport, refine or

process the oil we produce.

We sell our produced oil under contracts using market-based pricing, which is adjusted for differentials

based upon oil quality.

sell our natural gas and NGLs under purchase contracts using market-based pricing, which is primarily sold at the lease location.

sell our oil, natural gas, and NGLs production to marketers which is transported by truck or pipeline to storage facilities arranged

by the marketers.

Our marketing of oil and natural gas can be affected by factors beyond our control, the effects of which cannot be

accurately predicted.

2024, 78% of revenues from oil, natural gas, and NGLs sales were to four customers.

For 2023, 70% of revenues from oil, natural gas,

and NGLs sales were to four customers.

No other purchaser accounted for more than 10% of our total revenues during the respective periods.

While the loss of these purchasers may result in a temporary interruption in sales of, or a lower price for, our production, we believe

that the loss of these purchasers would not have a material adverse effect on our operations, as there are alternative purchasers in

our producing regions.

oil and natural gas industry in the areas in which we operate is highly competitive.

We encounter strong competition from numerous parties,

ranging generally from small independent producers to major integrated companies.

We primarily encounter significant competition in acquiring

At higher commodity prices, we also face competition in contracting for oil field services, rigs, pressure pumping and workover

equipment, and securing trained personnel.

Many of these competitors have financial, technical and personnel resources substantially

larger than ours.

As a result, our competitors may be able to pay more for desirable properties, or to evaluate, bid for and purchase

a greater number of properties or prospects than our financial or personnel resources will permit.

addition to competition for drilling, pressure pumping and workover equipment, we are also affected by the availability of related equipment

and materials.

The oil and natural gas industry periodically experiences shortages of drilling and workover rigs, equipment, pipe, materials,

and personnel, which can delay workover and exploration activities and cause significant price increases.

We are unable to predict the

timing or duration of any such shortages.

conditions often affect the demand for, and prices of, natural gas and can also delay oil and natural gas production.

Demand for natural

gas is traditionally higher in the winter, resulting in higher natural gas prices during the first and fourth quarters.

seasonal fluctuations, results of operations for individual quarterly periods may not be indicative of the results realized on an annual

and Price Volatility

market price of oil and natural gas is volatile, subject to speculative movement and depends upon numerous factors beyond our control,

including expectations regarding inflation, global and regional demand, political and economic conditions and production costs.

profitability, if any, will depend substantially upon the prevailing prices for oil and natural gas.

If the market price for oil

and natural gas remains depressed in the future, it could have a material adverse effect on our ability to raise the additional capital

necessary to finance operations.

Lower oil and natural gas prices may also reduce the amount of oil and natural gas, if any, that can

be produced economically from our properties.

We anticipate that the prices of oil and natural gas will fluctuate in the near future.

to Properties

title to properties are subject to royalty, overriding royalty, carried, net profits, working and other similar interests and contractual

arrangements customary in the oil and natural gas industry, to liens for current taxes not yet due and to other encumbrances.

As is customary

in the industry in the case of undeveloped properties, only cursory investigation of record title is made at the time of acquisition.

Drilling title opinions are usually prepared before commencement of drilling operations.

We believe we have satisfactory title to substantially

all of our active properties in accordance with standards generally accepted in the natural gas and oil industry.

Nevertheless, we are

involved in title disputes from time to time that may result in litigation.

oil and natural gas industry is subject to extensive federal, state and local laws and regulations governing the production, transportation

and sale of hydrocarbons as well as the taxation of income resulting therefrom.

Legislation affecting the oil and natural gas industry

is constantly changing.

Numerous federal and state departments and agencies have issued rules and regulations applicable to the

oil and natural gas industry.

In general, these rules and regulations regulate, among other things, the extent to which acreage

may be acquired or relinquished;

spacing of wells;

measures required for preventing waste of oil and natural gas resources;

in some cases, rates of production.

The heavy and increasing regulatory burdens on the oil and natural gas industry increase our

cost of doing business and, consequently, affect profitability.

Our oil and natural

gas operations are also subject to numerous federal, state and local laws and regulations relating to environmental protection.

laws govern, among other things, the amounts and types of substances and materials that may be released into the environment, the issuance

of permits in connection with exploration, drilling and production activities, the reclamation and abandonment of wells and facility

sites and the remediation of contaminated sites.

These laws and regulations may impose substantial liabilities if we fail to comply

or if any contamination resu lts from our operations.

At December 31, 2023, we had 50 full-time employees,

not including contract personnel and outsourced service providers.

Our team is broadly experienced in oil and natural gas operations and

follows a strategy of outsourcing most accounting, human resources, and other non-core functions.

Office Locations

Our corporate headquarters are at 2200 South Utica

Place, Suite 150, Tulsa, Oklahoma, with field offices in North Dakota, Texas, and New Mexico.

cases, rates of production.

The heavy and increasing regulatory burdens on the oil and natural gas industry increase our cost of

doing business and, consequently, affect profitability.

Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, and comparable

state statutes impose strict, joint and several liabilities on owners and operators of sites and on persons who disposed of or arranged

for the disposal of “hazardous substances” found at such sites.

These persons include the owner or operator of the site where

the release occurred, persons who disposed or arranged for the disposal of hazardous substances at the site, and any person who accepted

hazardous substances for transportation to the site.

CERCLA authorizes the EPA, state environmental agencies, and in some cases third

parties, to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes

of persons the costs they incur.

It is not uncommon for the neighboring landowners and other third parties to file claims for personal

injury and property damage allegedly caused by the hazardous substances released into the environment.

Although CERCLA currently excludes

petroleum from its definition of “hazardous

substance,” state laws affecting our operations may impose clean-up liability relating to petroleum and petroleum related products.

oil and natural gas operations are also subject to numerous federal, state and local laws and regulations relating to environmental protection.

These laws govern, among other things, the amounts and types of substances and materials that may be released into the environment, the

issuance of permits in connection with exploration, drilling and production activities, the reclamation and abandonment of wells and

facility sites and the remediation of contaminated sites.

These laws and regulations may impose substantial liabilities if we fail

to comply or if any contamination results from our operations.

state governments and regional organizations comprising state governments have enacted legislation and promulgated rules restricting GHG emissions or promoting the use of renewable energy, and additional such measures are frequently

under consideration.

Although it is not possible at this time to estimate how potential future requirements addressing GHG emissions

would impact operations on the Company properties and revenue, either directly or indirectly, any future federal, state or local laws

or implementing regulations that may be adopted to address GHG emissions could require the operators of our properties to incur new or

increased costs to obtain permits, operate and maintain equipment and facilities, install new emission controls, acquire allowances to

authorize GHG emissions, pay taxes related to GHG emissions or administer a GHG emissions program.

Regulation of GHGs could also result

in a reduction in demand for and production of oil and natural gas.

Additionally, to the extent that unfavorable weather conditions are

exacerbated by global climate change or otherwise, the Company properties may be adversely affected to a greater degree than previously

sales of crude oil are affected by the availability, terms, and cost of transportation.

The transportation of oil in common carrier pipelines

is also subject to rate regulation.

The Federal Energy Regulatory Commission (“FERC”), regulates interstate oil pipeline

transportation rates under the Interstate Commerce Act.

Intrastate oil pipeline transportation rates are subject to regulation by state

regulatory commissions.

The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to

intrastate oil pipeline rates, varies from state to state.

Insofar as effective interstate and intrastate rates are equally applicable

to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that

is of material difference from those of our competitors.

Further, interstate and intrastate common carrier oil pipelines must provide

service on a non-discriminatory basis.

Under this open access standard, common carriers must offer service to all shippers requesting

service on the same terms and under the same rates.

When oil pipelines operate at full capacity, access is governed by pro-rationing

provisions set forth in the pipelines’ published tariffs.

Accordingly, we believe that access to oil pipeline transportation services

generally will be available to us to the same extent as to our competitors.

December 31, 2024, we had 63 full-time employees, not including contract personnel and outsourced service providers.

Our team is broadly

experienced in oil and natural gas operations and follows a strategy of outsourcing most accounting, human resources, and other non-core

corporate headquarters are at 2200 South Utica Place, Suite 150, Tulsa, Oklahoma, with field offices in North Dakota, Texas, and New

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 1. Business