New ERA Energy & Digital, Inc. 10-K

Item 9A. Controls and Procedures. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining adequate internal control over financial reporting. Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 under the Exchange Act, management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures in effect as of December 31, 2024, the end of the period covered by this Report, using the Internal Control Integrated Framework (“ICIF”) by COSO. Management selected the ICIF framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently 48 complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting. As a result of management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2024, or as of the date of the filing of this Report. Our disclosure controls and procedures, including internal controls over financial reporting were not effective as of December 31, 2024, or as of the date of filing of this Report, because Management did not adequately evaluate and test its controls and procedures. The Company recently closed the Business Combination on December 6, 2024 and started trading on December 9, 2024. Prior to the business combination transaction, we were a private company with limited accounting personnel and other resources with which to address our internal controls over financial reporting. As a result, we were not able to rely upon the disclosure controls and procedures that were in place as of December 31, 2024, or as of the date of this filing, and therefore have a material weakness in our internal control over financial reporting. Implementation of Controls During late 2023 and 2024, the Company initiated the process to develop and implement its internal controls over financial reporting. This included the documentation of processes and identification of existing controls and development of new controls. In addition, in order to address segregation of duties issues as a result of the Company’s limited accounting staff, the Company engaged a third party to assist in the monthly and quarterly accounting, a third party to assist in the evaluation of appropriate accounting treatment and disclosures related to complex transactions and new pronouncements, and a third party to assist in accounting for income taxes. The Company also plans to engage a third party to assist in the development, evaluation, testing and monitoring of its internal controls over financial reporting. As of December 31, 2024, or as of the date of this filing, the Company has not yet engaged the third party to assist in its internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Item 9B. Other Information. N o n e . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. ​ 49 PART III Item 10. Directors, Executive Officers and Corporate Governance. Insider Trading Policy The Company has adopted an insider trading compliance policy and program applicable to directors, executive officers and employees. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards. A copy of the insider trading policy is filed as Exhibit 19.1 to this Report. Code of Ethics All of our employees, including our Chief Executive Officer and Chief Financial Officer, are required to abide by our Code of Ethics to ensure that our business is conducted in a consistently legal and ethical manner. These policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and a commitment to honesty, fair dealing and full compliance with all laws and regulations affecting the Company’s business. Our policies and procedures cover all major areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to laws and regulations applicable to the conduct of our business. As required by the Sarbanes-Oxley Act of 2002, our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A copy of the Code of Ethics is filed as Exhibit 14.1 to this Report. We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards on our website as promptly as practicable, as may be required under applicable SEC and Nasdaq rules and, to the extent required, by filing Current Reports on Form 8-K with the SEC disclosing such information. Policy Prohibiting Hedging or Pledging of Securities Under our insider trading policy, our employees, including our officers and the members of our Board, are prohibited from, directly or indirectly, among other things, (1) engaging in short sales, (2) trading in publicly-traded options, such as options, warrants, puts and calls, and other similar instruments on our securities, (3) hedging transactions (including, without limitation, prepaid variable forward sale contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities, (4) pledging any of our securities as collateral for any loans, (5) holding our securities in a margin account and (6) placing standing or limit orders on our securities. Clawback Policy A copy of the Clawback Policy is filed as Exhibit 19.2 to this Report. Executive Officers and Directors Set forth below are the names, ages and positions as of the date hereof of the current executive officers and directors of the Company: ​ ​ ​ ​ ​ Name Age Position E. Will Gray II 49 Chief Executive Officer, Chairman Michael J. Rugen 64 Chief Financial Officer Phil Kornbluth 69 Independent Director William H. Flores 71 Independent Director Charles Nelson 36 Independent Director Stan Borowiec 70 Independent Director ​ 50 E. Will Gray II E. Will Gray II has served as NEH’s Chief Executive Officer and Director since inception and the Company’s Chief Executive Officer and Director since December 6, 2024. Previously, he was the managing member of Solis Partners, LLC beginning in 2020, which is now a wholly owned subsidiary of NEH. Mr. Gray is the former CEO and founder of Remnant Oil Company, an upstream energy company that acquired and operated both secondary (water) and tertiary (CO2) floods within the Permian Basin. Operations also included management of an 18.5-mile CO2 pipeline that interconnects with the Kinder Morgan Cortez main trunk line. Remnant Oil Company filed for Chapter 11 bankruptcy protection in July 2019 and such petition was later changed to a Chapter 7 bankruptcy filing. Mr. Gray was formerly an Executive Vice President of Resaca Exploration (a Torch Energy Portfolio Company). He also served as past Chairman & CEO of Cross Border Resources and Dala Petroleum. He has ESG experience and a track record for protecting freshwater rights within Southeast New Mexico, renewable energy development on owned acreage, and the reduction of carbon footprints for certain Permian Basin oilfield service providers. Mr. Gray served as a former Trustee of the Texas State Development Foundation from September 2017 to August 2023. He is currently on the Texas State University’s Development Foundation Emeritus Council. He is also a former board member of the United Way Fund in Midland. Will received his B.S. in Business Management from Texas State University in 1998. Michael J. Rugen Michael J. Rugen has served as NEH’s Chief Financial Officer since November 1, 2023 and the Chief Financial Officer of the Company since December 6, 2024. He worked as a contractor for NEH since April of 2023. Mr. Rugen is a certified public accountant with over 40 years of experience primarily in exploration, production, and oilfield services. From September 2009 through February 2021, Mr. Rugen served as Chief Financial Officer for Tengasco, Inc., an exploration and production company publicly traded on the NYSE American Exchange. In June 2013, Mr. Rugen also was named interim Chief Executive Officer and continued in the role until February 2021. In February 2021, Tengasco merged with Riley Exploration Permian with Mr. Rugen continuing in the role of Chief Financial Officer through August 2021. Mr. Rugen received his Bachelor of Science in Business from Indiana University in 1982. Phil Kornbluth Phil Kornbluth is a Director of the Company since December 6, 2024. He is currently the President of Kornbluth Helium Consulting, LLC (“KHC”), a helium focused consulting company founded in 2013 that advises clients on all commercial aspects of the global helium business. Mr. Kornbluth is recognized as one of the gas industry’s leading independent commercial experts in the global helium business. He has been employed by several leading industrial gas companies over the last 44 years, including The BOC Group, PLC (“BOC”) and the Matheson Gas subsidiary of Nippon Sanso Holdings (“NSC”), and has worked in various roles related to the helium business for the last 42 years. While at both BOC and NSC, Mr. Kornbluth held executive positions that included general management and profit and loss responsibility for their global helium businesses. Mr. Kornbluth has been a frequent speaker on helium-related topics at industry conferences, has contributed to and authored numerous helium-related articles and has made important contributions to U.S. helium legislation passed in 1996 and 2013. Mr. Kornbluth has been working full-time for KHC for the last 9 years. Mr. Kornbluth was also a member of the Board of Directors of North American Helium Inc. from December 2014 through February 2021 and remained on its advisory board until the end of 2022. Mr. Kornbluth holds a BS degree in Economics from the University of Pennsylvania’s Wharton School of Business in 1976 and received a Masters in Business Administration degree from Rider University in 1981. William H. Flores William H. “Bill” Flores is a Director of the Company since December 6, 2024. Mr. Flores has 30 years of energy industry experience, including over 20 years of “C-level” and board governance leadership with public and private energy companies. Following his energy industry career, he served in the United States House of Representatives from 2011 to 2021 as Congressman for the 17 th District of Texas. He currently serves as Chair of Serolf Technologies LLC (wholly owned by Mr. Flores); Chair of the Board of the Electric Reliability Council of Texas (ERCOT); Chair of the Board and Audit Committee Chair of Nauticus Robotics Inc. (NASDAQ); Director and Audit Committee Chair of CO2 Energy Transition Corp. (NASDAQ); member of the Strategic Advisory Committee of Veriten LLC; and member of the boards of several non-profit organizations. Bill is a Texas licensed CPA with a BBA in Accounting from Texas A&M University (College Station) and an MBA from Houston Christian University. 51 Charles Nelson Mr. Nelson is a Director of the Company since December 6, 2024. Charles is an experienced executive, board member, advisor, and problem solver with a track record in developing and commercializing new hard technologies in energy transition. He has spent his career building assets, companies, and relationships through a deep and ever-growing understanding of how capital providers, corporates, tech founders, and asset owners work together and using that to facilitate the advancement of new ideas into reality. Mr. Nelson currently serves as interim Chief Compliance Officer of Castlerock Biofuels, a role he has started from August of 2024, where he oversees compliance matters for this renewable energy and infrastructure company. From May 2022 to October 2023, Mr. Nelson served as President and CEO of Gold H2 Inc., an energy company specializing in clean hydrogen production, where his accomplishments included completing a corporate spin-out with a seed stage and Series A fundraise of $12 million. He also completed a conceptual field pilot and secured offtake memoranda of understanding and term sheets with Mercuria and Linde for hydrogen sales. From February 2022 to October 2023, Mr. Nelson served as Chief Operating Officer and Business Officer at Cemvita, a sustainable technology company where he oversaw corporate strategy, business development, government affairs, engineering, and operations. In this role, he managed the corporate development strategy with existing stakeholders, including Mitsubishi Heavy Industries, Sumitomo, Oxy, and United Airlines. His other accomplishments in this role also including leading the development of eCO2 technology (waste to value) and construction of continuous pilot system in under a year; and orchestrating a corporate restructuring driving top company mission focus and resulting two spin out companies Endolith (mining chemicals), Gold H2 (subsurface hydrogen production). Prior to Cemvita, Mr. Nelson co-founded and served as Chief Commercial Officer of ClearShift from August 2017 to February 2022. Mr. Nelson earned his Bachelor of Science in Chemical Engineering from Iowa State University in 2011. Stan Borowiec Stan Borowiec is a Director of the Company since December 6, 2024. Mr. Borowiec is an experienced executive with expertise in general management, marketing and finance in the chemical and industrial gas industries. He currently has his own consulting practice, where he focuses on Commercial Excellence. He has completed projects in pricing, sales process, and sales effectiveness for clients in packaging and the medical compound and tubing space. Mr. Borowiec also served as an Advisor to Acme Cryogenics, a leading manufacturer of Cryogenic equipment and services. Mr. Borowiec retired in 2015 from the Linde Group after 30 years with the company. He rose through the ranks at Linde and held significant leadership positions in the Tonnage, Bulk, and Compressed businesses. From 2006 to 2009 he was Vice President of Product Management for the North American Region, successfully developing the pricing methodology, adopted across The Linde Group as a best practice. In addition, he continued to provide executive leadership and sponsorship for Linde relationships with Airgas, Pepsi, NuCO2 and Phillips Medical. Prior to the merger of BOC and Linde, Mr. Borowiec was Vice President and General Manager of BOC’s Northeast Region, where he managed the Sales and Engineering teams. He achieved his first Vice President role with his promotion to lead the Compressed Gas Business, as the Business Manager for a $350 Million distribution business. He also served as Director of Helium, where he managed BOC’s global Helium business. Mr. Borowiec holds an MBA with distinction from The Harvard Business School in 1985, along with a Masters and Bachelor of Science in Chemical Engineering from Columbia University in 1976 and Master of Science in Chemical Engineering from Columbia University in 1977. He has served on the Board of Visitors for Columbia University’s School of Engineering, and Applied Science and is currently on the Board of Caldwell University. Family Relationships There are no familial relationships among the Company’s directors and executive officers. Board Composition The Company’s business and affairs are organized under the direction of the Board. The Board consists of five members. E. Will Gray II serves as Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the Company’s management. The Board will meet on a regular basis and additionally as required. 52 Director Independence Nasdaq requires that a majority of our Board must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Board would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Phil Kornbluth, William Flores, Charles Nelson and Stan Borowiec are our independent directors. The independent directors will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms that the Board will believe are no less favorable to us than could be obtained from independent parties. Board Oversight of Risk One of the key functions of the Board will be informed oversight of its risk management process. The Board does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board will be responsible for monitoring and assessing strategic risk exposure and the Company’s audit committee will have the responsibility to consider and discuss the Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements. The Company’s compensation committee will also assess and monitor whether the Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements. Audit Committee We have established an audit committee of the Board, which consists of William H. Flores, Phil Kornbluth and Charles Nelson, who are independent directors under Nasdaq’s listing standards. William H. Flores will be the chairperson of the audit committee, who qualifies as an “audit committee financial expert,” as defined under the rules and regulations of Nasdaq and the SEC. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: ● reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ● discussing with management major risk assessment and risk management policies; ● monitoring the independence of the independent auditor; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● reviewing and approving all related-party transactions; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; ● appointing or replacing the independent auditor; ● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; 53 ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and ● approving reimbursement of expenses incurred by our management team in identifying potential target businesses. Financial Experts on Audit Committee Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively of independent directors who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Corporate Governance and Nominating Committee We will establish a corporate governance and nominating committee of the Board, which is anticipated to consist of Phil Kornbluth, Stan Borowiec and Charles Nelson. Phil Kornbluth is anticipated to be the chairperson of the corporate governance and nominating committee. The corporate governance and nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. The corporate governance and nominating committee considers persons identified by its members, management, stockholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated: ● should have demonstrated notable or significant achievements in business, education or public service; ● should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. The corporate governance and nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The corporate governance and nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The corporate governance and nominating committee does not distinguish among nominees recommended by stockholders and other persons. Compensation Committee We have established a compensation committee of our Board, which consists of Charles Nelson, William H. Flores and Stan Borowiec. Charles Nelson is anticipated to be the chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; 54 ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. Involvement in Certain Legal Proceedings Except as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Item 11. Executive Compensation. This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2023, our “named executive officers” and their positions were as follows: ● E. Will Gray II, Chief Executive Officer; and ● Michael J. Rugen, Chief Financial Officer. 55 Compensation of Executive Officers and Directors of NEH ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ All Other ​ ​ ​ ​ ​ ​ ​ Salary ​ Compensation(1) ​ Total Name and Principal Position Year ($) ($) ($) E. Will Gray II 2024 (2) $ 358,583 ​ $ 34,210 ​ $ 392,793 Chief Executive Officer 2023 (3) $ 319,000 ​ $ 28,138 ​ $ 347,138 ​ 2023 (4) $ 29,000 ​ $ 2,558 ​ $ 31,558 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Michael J. Rugen 2024 ​ $ 240,000 ​ $ 22,807 ​ $ 262,807 Chief Financial Office 2023 ​ $ 132,032 ​ — ​ $ 132,032 (1) Represents health insurance for Mr. Gray and Mr. Rugen paid by the Company. (2) Mr. Gray’ salary increased from $348,000 to $475,000 in December 2024. (3) This compensation was paid to Mr. Gray after the February 6, 2023 Reorganization Agreement and Plan Share Exchange between the Company with Solis Partners. LLC. (4) This compensation was paid to Mr. Gray prior the February 6, 2023 Reorganization Agreement and Plan Share Exchange between the Company with Solis Partners. LLC. Management Agreements The CEO and CFO Employment Agreements Currently, our Chief Executive Officer, Mr. E. Will Gray II, receives an annual base salary of $475,000, plus benefits. He was named Chief Executive Officer of NEH on February 6, 2023 in the context of the Reorganization Agreement and Plan Share Exchange between the NEH and Solis Partners LLC dated February 6, 2023 and Chief Executive Officer of the Company effective as of December 6, 2024. Currently, our Chief Financial Officer, Mr. Michael J. Rugen, receives an annual base salary of $240,000 plus benefits. He was named Chief Financial Officer of NEH effective November 1, 2023 and Chief Financial Officer of the Company effective as of December 6, 2024. Pursuant to the employment agreement with Mr. Gray (the “Gray Employment Agreement”), Mr. Gray will receive an annual base salary of $475,000 per year, plus benefits. Pursuant to the employment agreement with Mr. Rugen (the “Rugen Employment Agreement”), Mr. Rugen will receive an annual base salary of $240,000 per year, plus benefits. The compensation package to offered to Mr. Gray and Mr. Rugen reflect their respective functions and responsibilities at the Company as a public company listed at the Nasdaq, and may include, among others, increase in the base salary, annual bonuses, stock grants and participation in the Company’s equity incentive plan. Director Agreements We have entered into Director Agreements with each of the non-executive Directors. Pursuant to such Director Agreements, each non-executive Director will be paid $200,000 annually, such compensation consisting of both cash and our stock. Directors who are also executive officers of the Company will not receive any additional compensation for serving as directors. Non-executive Directors will be paid $60,000 in cash per year, paid on a quarterly basis. Upon the one-year anniversary of such non-executive Director’s service, he/she would be granted our stock in the amount of $140,000. The share price of the stock granted to such non-executive Directors will be determined by the Compensation Committee. In addition, we will compensate the Chairperson of the Audit Committee with: (i) $10,000 per year, paid in cash on a quarterly basis and (ii) $10,000 in common shares after his/her one-year anniversary with us. We will pay the Compensation Committee Chairperson: (i) an additional cash compensation $4,000 per year on a quarterly basis and an additional $6,000 in Common Stock after his or her one-year anniversary serving in such capacity. Outstanding Equity Awards at Fiscal Year-End None. Retirement Benefits None. 56 Equity Compensation Plan Information Information about the Company’s equity compensation plans required by Item 201(d) of Regulation S-K is set forth under Part III, Item 5 of this Annual Report on Form 10-K. Director and Officer Indemnification Agreements We have entered into employment agreements whereby we have agreed to indemnify the Chief Executive Officer and Chief Financial Officer to the fullest extent permitted by law, for all amounts (including, without limitation, judgments, fines, settlement payments, expenses and reasonable out of pocket attorneys’ fees) incurred or paid by the Chief Executive Officer and Chief Financial Officer in connection with any action, suit, investigation or proceeding, or threatened action, suit, investigation or proceeding, arising out of or relating to the performance by the Chief Executive Officer and Chief Financial Officer of services for, or the acting by the Chief Executive Officer and Chief Financial Officer as a director, officer or executive of, the Company, or any subsidiary of the Company. Any fees or other necessary expenses incurred by the Chief Executive Officer and Chief Financial Officer in defending any such action, suit, investigation or proceeding shall be paid by the Company in advance, subject to the Company’s right to seek repayment from the Chief Executive Officer and Chief Financial Officer if a determination is made that the Chief Executive Officer and Chief Financial Officer were not entitled to indemnification. Potential Payments Upon Termination or Change in Control None. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of shares of our Common Stock as of March 28, 2025 by: ● each person known by us to be the beneficial owner of more than 5% of our Common Stock; ● each person who is a named executive officer or director of the Company; and ● all executive officers and directors of the Company, as a group. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. The beneficial ownership of shares of common stock is calculated based on 13,950,794 shares of Common Stock outstanding as of March 28, 2025. 57 Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock. ​ ​ ​ ​ ​ ​ ​ Number of Percentage of ​ ​ Shares ​ Shares ​ ​ Beneficially ​ Beneficially Name and Address of Beneficial Owner (1) ​ Owned ​ Owned Directors and Named Executive Officers of the Company ​ E. Will Gray II (2) 879,819 6.3 % Michael J. Rugen — — % Phil Kornbluth — — % William H. Flores — — % Charles Nelson — — % Stan Borowiec — — % All Directors and Executive Officers of the Company as a Group (6 Individuals) 879,819 6.3 % 5%+ Holders ​ Joel Solis (3)(4) 2,115,581 15.2 % Casey Solis (5)(6) 1,034,898 7.5 % Robert Solis (7)(8) 1,034,898 7.5 % Byron Roth (9)(10) 1,149,523 8.2 % Gordon Roth (9)(10) 727,867 5.3 % Pecos Slope Holdings LLC (11)(12) 879,819 6.3 % (1) Unless otherwise noted, the business address of each of the individuals is c/o New Era Helium Inc., 4501 Santa Rosa Drive, Midland, TX 79707. (2) Includes 879,819 shares which are owned by Pecos Slope Holdings LLC, of which Will Gray II has sole voting and dispositive power. (3) Includes 2,115,581 shares owned by Joel Solis in which he has voting and dispositive power. (4) The mailing address of this shareholder is 6801 Executive Court, Midland, TX 79707. (5) Includes 1,034,898 shares owned by Casey Solis in which he has voting and dispositive power. (6) The mailing address of this shareholder is 4208 Timberglen Place, Midland, Texas 79707. (7) Includes 1,034,898 shares owned by Robert Solis in which he has voting and dispositive power. (8) The mailing address of this shareholder is 2741 North Faudree Road, Apt. 2303, Odessa, TX 79765. (9) The information reported is based on a Schedule 13G filed on February 14, 2025. Consists of 506,723 shares owned by Byron Roth, 85,067 shares owned by Gordon Roth, and 642,800 shares owned by CR Financial Holdings, Inc. over which Byron Roth and Gordon Roth have shared voting and dispositive power. (10) The business address of this shareholder is 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660. (11) E. Will Gray II has voting and dispositive power on shares owned by Pecos Slope Holdings LLC. (12) The mailing address of this shareholder is 28012 Palos Verdes Drive, E, Ranchos Palos Verdes, CA 90275. Item 13. Certain Relationships and Related Transactions, and Director Independence. In addition to the compensation arrangements with directors and executive officers described under “ Executive and Director Compensation ” and “ Management ,” the following is a description of each transaction since January 1, 2022 and each currently proposed transaction in which: ● we have been or are to be a participant; 58 ● the amount involved exceeded or will exceed $120,000; and ● any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. Lock-up Agreement In connection with the Business Combination, we have entered into lock-up agreements with certain of our shareholders restricting the transfer of their shares received as Merger consideration or any securities convertible into or exercisable or exchangeable for shares of Common Stock owned by them nor make any demand for or exercise any right with respect to the registration of such lock-up securities from and after the closing of the Business Combination. The restrictions under the lock-up agreements began at the closing of the Business Combination and end six (6) months from the Closing Date. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives personal benefits as a result of his or her position. Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders, unless we have obtained (i) an opinion from an independent investment banking firm, or other firm that commonly provides valuation opinions, that the business combination is fair to our stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination. Limitation on Liability and Indemnification of Directors and Officers Our bylaws provides that our directors and officers will be indemnified by us to the fullest extent authorized by Nevada law as it now exists or may in the future be amended. Notwithstanding the foregoing, as set forth in our bylaws, such indemnification will not extend to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us as described in this Report. 59 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act (and is, therefore, unenforceable.). Certain Relationships and Related Person Transactions On July 31, 2024 (and effective as of July 1, 2024), NEH entered into a Retention and Consulting/Services Agreement with Tall City Well Service Co., LP, a Texas limited partnership owned by NEH’s largest shareholder and previous Chairman, Joel G. Solis (“Tall City”), pursuant to which Tall City shall deliver or otherwise make available workover rigs to NEH and shall act as a consultant for work associated with such workover rigs, providing maintenance and repair services for the workover rigs. NEH agreed to pay Tall City $720,000 as a retainer fee (the “Retainer Fee”) and shall pay for the services performed in accordance with Tall City’s standard invoicing practices and prices. The Retainer Fee shall be paid to Tall City with a 10% Secured Convertible Debenture due March 1, 2025 pursuant to Section 2.6 of a certain Securities Purchase Agreement dated as of February 23, 2024, which debenture was amended on July 31, 2024 (such amended debenture, the “Amended Solis Debenture”). Item 14. Principal Accountant Fees and Services. The following table presents fees for professional services by Grant Thornton for the audit of the Company’ financial statements and fees billed for audit-related services, tax services and all other services for the fiscal years ended December 31, 2023. Services. ​ ​ ​ ​ Audit Fees* $ 53,500 Audit Related Fees** ​ $ 20,000 *Audit Fees: Refers to fees billed for professional services rendered in connection with the audit of our financial statements as of and for the fiscal years ended December 31, 2023, quarterly reviews, the reviews of registration statements and issuances of consents, and services that are normally provided in connection with statutory and regulatory filings or engagements. **Audit-Related Fees: Refers to fees billed outside of the scope of the engagement letter for the audit which are reasonably related to the performance of the audit or review of our financial statements. On December 6, 2024, (“the Dismissal Date”), the Company dismissed Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm for ROCL and Roth CH V Holdings, Inc. (“Holdings”). The dismissal was approved by the Audit Committee (the “Committee”) of the Board of Directors (the “Board”). This change in independent registered public accounting firm is not the result of any disagreement with Grant Thornton. On December 6, 2024, as recommended and approved by the audit committee, the Company engaged Weaver and Tidwell, L.L.P. (“Weaver”) as the Company’s independent public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024. The following table presents fees for professional services by Weaver for the audit of the Company’ financial statements and fees billed for audit-related services, tax services and all other services for the fiscal years ended December 31, 2024. 60 Services. ​ ​ ​ ​ Audit Fees* $ 373,345 Audit Related Fees** ​ $ — *Audit Fees: Refers to fees billed for professional services rendered in connection with the audit of our financial statements as of and for the fiscal years ended December 31, 2024, quarterly reviews, the reviews of registration statements and issuances of consents, and services that are normally provided in connection with statutory and regulatory filings or engagements. **Audit-Related Fees: Refers to fees billed outside of the scope of the engagement letter for the audit which are reasonably related to the performance of the audit or review of our financial statements. Pre-Approval Policy All of the above services were approved by the Audit Committee. In accordance with the Sarbanes-Oxley Act of 2002, as amended, the Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. On an ongoing basis, management defines and communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of our independent registered public accounting firm for such services. ​ 61 PART IV Item 15. Exhibit and Financial Statement Schedules. Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements See the Index to the Consolidated Financial Statements section beginning on page F-1 of this Report. (2) Financial Statement Schedules All financial statement schedules have been omitted as they are not required, not applicable, or the required information is included in the financial statements or notes to the financial statements. (3) Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Report are listed in the Exhibit Index below. ​ ​ ​ No. ​ 2.1** ​ Business Combination Agreement, dated January 3, 2024 by and among New Era Helium Corp., Roth CH Acquisition V Co., and Roth CH V Merger Sub (incorporated by reference to Annex A of the Proxy Statement/Prospectus filed with the SEC on November 6, 2024(Registration No. 333-280591)). ​ ​ ​ 2.2** ​ First Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2024). ​ ​ ​ 2.3** ​ Second Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2024). ​ ​ ​ 2.4** ​ Third Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2024). ​ ​ ​ 2.5** ​ Fourth Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2024). ​ ​ ​ 3.1** ​ Articles of Merger of Roth CH Acquisition V Co. and Roth CH V Holdings, Inc. filed on December 6, 2024 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 3.2** ​ Articles of Merger of Roth CH V Merger Sub and New Era Helium Corp. filed on December 6, 2024 (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 3.3** ​ Amended and Restated Articles of Incorporation of Roth CH V Holdings, Inc. filed on December 6, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 3.4** ​ Amended and Restated Bylaws of New Era Helium Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 62 10.1** ​ Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 10.2** ​ Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 10.3** ​ Warrant Agreement, dated November 30, 2021, by and between ROCL and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.4 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.4** ​ Letter Agreement, dated November 30, 2021, by and among ROCL and each of the Company’s officers, directors and initial stockholders (incorporated by reference to Exhibit 10.1 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.5** ​ Investment Management Trust Agreement, dated November 30, 2021, by and between ROCL and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.6** ​ Registration Rights Agreement, dated November 30, 2021, by and among ROCL and certain security holders (incorporated by reference to Exhibit 10.3 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.7** ​ Indemnity Agreements, each dated as of November 30, 2021, by and between ROCL and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.4 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.8** ​ Stock Escrow Agreement, dated November 30, 2021, by and among the Company, Continental Stock Transfer & Trust Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.5 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.9** ​ Subscription Agreement, dated November 30, 2021, by and among the Company and the initial stockholders of the Company party thereto (incorporated by reference to Exhibit 10.6 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.10** ​ Insider Support Agreement, dated as of January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain stockholders of Roth CH Acquisition V Co. (incorporated by reference to Exhibit 10.7 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.11** ​ Company Support Agreement, dated as of January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain shareholders of New Era Helium Corp. (incorporated by reference to Exhibit 10.8 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.12** ​ Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 10.13** ​ Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 10.14** ​ Letter Agreement, dated January 2, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp., Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC. (incorporated by reference to Exhibit 10.11 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.15** ​ Stock Plan (incorporated by reference to Annex C of the proxy statement/prospectus filed with the SEC on November 6, 2024(Registration No. 333-280591)). ​ ​ ​ 10.16** ​ Percent of Proceeds Gas Purchase Agreement between IACX Roswell LLC and Solis Partners, LLC (incorporated by reference to Exhibit 10.13 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 63 10.17** ​ Contract for Sale and Purchase of Liquid Helium between NEH Midstream LLC and Airlife Gases USA Inc. (incorporated by reference to Exhibit 10.14 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.18** ​ First Amendment to the Contract for Sale and Purchase of Liquid Helium between NEH Midstream LLC, Airlife Gases USA, Inc. and Solis Partners, L.L.C (incorporated by reference to Exhibit 10.15 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.19** ​ Helium Tolling Agreement with Keyes Helium Company (incorporated by reference to Exhibit 10.16 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.20** ​ Gaseous Helium Sales Agreement between NEH Midstream LLC and Matheson Tri-Gas, Inc. (incorporated by reference to Exhibit 10.17 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.21** ​ Contract for Sale and Purchase of Crude Helium between NEH Midstream LLC and Badger Midstream Energy, LP (incorporated by reference to Exhibit 10.18 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.22** ​ Employment Agreement with Michael J.Rugen (incorporated by reference to Exhibit 10.19 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.23** ​ Employment Agreement with E. Will Gray (incorporated by reference to Exhibit 10.20 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.24** ​ Assignment Agreement with Badger Midstream Energy, LP and AirLife Gases USA, Inc. (incorporated by reference to Exhibit 10.21 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). ​ ​ ​ 10.25** ​ Equity Purchase Facility Agreement dated as of December 6, 2024 (incorporated by reference to Exhibit 10.25 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.26** ​ Form of Senior Secured Convertible Promissory Note. (incorporated by reference to Exhibit 10.26 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.27** ​ Security Agreement dated as of December 6, 2024 (incorporated by reference to Exhibit 10.27 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.28** ​ Subsidiary Guarantee dated as of December 6, 2024 (incorporated by reference to Exhibit 10.28 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.29** ​ Securities Purchase Agreement dated as of December 6, 2024(incorporated by reference to Exhibit 10.29 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.30** ​ Form of First Tranche Warrant issued on December 6, 2024(incorporated by reference to Exhibit 10.30 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.31** ​ Form of Second Tranche Warrant issued on December 6, 2024 (incorporated by reference to Exhibit 10.31 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.32** ​ Registration Rights Agreement (EPFA) dated as of December 6, 2024 (incorporated by reference to Exhibit 10.32 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.33** ​ Registration Rights Agreement (Warrants) dated as of December 6, 2024(incorporated by reference to Exhibit 10.33 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.34** ​ Form of Voting and Support Agreement (EPFA) dated as of December 6, 2024 (incorporated by reference to Exhibit 10.34 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). ​ ​ ​ 10.35** ​ Form of Voting and Support Agreement (Warrant) dated as of December 6, 2024 (incorporated by reference to Exhibit 10.35 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). 64 ​ ​ ​ 10.36** ​ The Liquid Helium Agreement (incorporated by reference as Exhibit 10.14 to the Registration Statement filed with the SEC on November 1, 2024). ​ ​ ​ 10.37** ​ Gaseous Helium Agreement incorporated by reference as Exhibit 10.17 to the Registration Statement filed with the SEC on November 1, 2024). ​ ​ ​ 10.38** ​ Amendment to Liquid Helium Agreement (incorporated by reference to as Exhibit 10.15 to the Registration Statement filed with the SEC on November 1, 2024). ​ ​ ​ 10.39** ​ Crude Helium Agreement (incorporated by reference to as Exhibit 10.18 to the Registration Statement filed with the SEC on November 1, 2024). ​ ​ ​ 10.40** ​ Assignment Agreement (incorporated by reference to as Exhibit 10.21 to the Registration Statement filed with the SEC on November 1, 2024). ​ ​ ​ 10.41** ​ Marketing Agreement (incorporated by reference to as Exhibit 10.13 to the Registration Statement on Form S-4 filed with the SEC on June 28, 2024). ​ ​ ​ 14.1** ​ Code of Ethics (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 16.1** ​ Letter from Grant Thornton Regarding Change in Certifying Accountant (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). ​ ​ ​ 19.1* ​ Insider Trading Policy ​ ​ ​ 19.2* ​ Clawback Policy ​ ​ ​ 21.1* ​ List of Subsidiaries ​ ​ ​ 23.1* ​ Consent of Weaver and Tidwell, L.L.P. ​ ​ ​ 23.2* ​ Consent of MKM Engineering ​ ​ ​ 31.1* ​ Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 31.2* ​ Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 32.1* ​ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 32.2* ​ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 99.1* ​ MKM Engineering Reserve Report ​ ​ ​ 101. INS ​ Inline XBRL Instance Document. ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Calculation Linkbase Document. ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Definition Linkbase Document. ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document. ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ 65 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) **Filed previously * Filed herewith Item 16. Form 10-K Summary. Not included. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW ERA HELIUM INC. ​ By: /s/ E. Will Gray II ​ ​ ​ ​ E. Will Gray II, Chief Executive Officer and Chairman ​ Date March 31, 2025 ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. ​ ​ ​ ​ ​ Signature Capacity Date ​ ​ ​ ​ ​ /s/ E. Will Gray II ​ Chief Executive Officer; Chairman ​ March 31, 2025 E. Will Gray II. ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ Michael J. Rugen ​ Chief Financial Officer ​ March 31, 2025 Michael J. Rugen ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ Phil Kornbluth ​ Director ​ March 31, 2025 Phil Kornbluth ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ William H. Flores ​ Director ​ March 31, 2025 William H. Flores ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ Charles Nelson ​ Director ​ March 31, 2025 Charles Nelson ​ ​ ​ ​ ​ ​ ​ ​ ​ /S/ Stan Boroweic ​ Director ​ March 31, 2025 Stan Boroweic ​ ​ ​ ​ ​ ​ ​ ​ 66 NEW ERA HELIUM INC. INDEX TO FINANCIAL STATEMENTS ​ ​ ​ ​ Page No. Report of Independent Registered Public Accounting Firm (PCAOB ID Number 410 ) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years ended December 31, 2024 and 2023 F-4 Consolidated Statements of Changes in Stockholders’ (Deficit) Equity and Members’ Equity for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-6 Notes to Audited Consolidated Financial Statements F-7 ​ ​ ​ F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of New Era Helium Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of New Era Helium Inc. and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity and members’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WEAVER AND TIDWELL, L.L.P. We have served as the Company’s auditor since 2023. Midland, Texas March 31, 2025 ​ ​ F-2 NEW ERA HELIUM INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 ASSETS ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 1,053,744 ​ $ 120,010 Accounts receivables, net ​ 851,304 ​ 692,351 Prepaid expenses and other current assets ​ 967,176 ​ 113,726 Right of use asset – current ​ — ​ 12,690 Restricted investments ​ ​ 1,333,789 ​ ​ 1,282,838 Total current assets ​ 4,206,013 ​ 2,221,615 ​ ​ ​ ​ ​ ​ ​ Oil and natural gas properties, net (full cost) ​ 790,093 ​ 941,691 Property, plant and equipment, net ​ 3,809,742 ​ 3,610,728 Prepaid expenses – noncurrent ​ ​ 360,000 ​ ​ — Equity facility derivative asset ​ ​ 16,999 ​ ​ — Deferred tax asset ​ ​ — ​ ​ 608,500 TOTAL ASSETS ​ $ 9,182,847 ​ $ 7,382,534 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Accounts payable ​ 1,730,610 ​ 1,472,961 Accrued liabilities ​ 319,327 ​ 259,131 Excise taxes payable ​ ​ 1,155,726 ​ ​ — Withholding taxes payable ​ ​ 594,561 ​ ​ — Share issuance liability ​ ​ 423,750 ​ ​ — Convertible note, net of discount ​ ​ 2,233,712 ​ ​ — Notes payable – current ​ — ​ 469,968 Due to related parties ​ 1,354 ​ 886,113 Lease liabilities – current ​ — ​ 12,690 Other current liabilities ​ ​ 47,577 ​ ​ 45,059 Total current liabilities ​ $ 6,506,617 ​ $ 3,145,922 ​ ​ ​ ​ ​ ​ ​ Embedded derivative liability ​ ​ 309,181 ​ ​ — Asset retirement obligation ​ ​ 2,198,064 ​ ​ 1,654,968 Notes payable – noncurrent ​ 2,217,823 ​ 2,053,013 Total liabilities ​ $ 11,231,685 ​ $ 6,853,903 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies (Note 15) ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ (Deficit) Equity ​ ​ Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized; none issued or outstanding as of December 31, 2024 and 2023 ​ $ — ​ $ — Common stock, $ 0.0001 par value, 70,000,000 shares authorized, 13,165,152 issued and 12,990,794 shares outstanding at December 31, 2024, respectively and 6,421,829 shares issued and outstanding at December 31, 2023 ​ 1,318 ​ 643 Treasury stock, 174,358 shares ​ ​ ( 17 ) ​ ​ — Additional paid-in capital ​ 11,722,100 ​ 517,843 Retained (deficit) earnings ​ ( 13,772,239 ) ​ 10,145 Total Stockholders’ (Deficit) Equity ​ $ ( 2,048,838 ) ​ 528,631 TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY ​ $ 9,182,847 ​ $ 7,382,534 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-3 NEW ERA HELIUM INC. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2024 2023 Revenues, net ​ ​ Oil, natural gas, and product sales, net ​ $ 532,780 ​ $ 612,192 Total Revenues, net ​ 532,780 ​ 612,192 ​ ​ ​ ​ ​ ​ ​ Costs and expenses ​ ​ Lease operating expenses ​ 1,179,729 ​ 1,332,548 Depletion, depreciation, amortization, and accretion ​ 890,372 ​ 885,832 General and administrative expenses ​ 11,195,409 ​ 4,519,811 Total Costs and expenses ​ 13,265,510 ​ 6,738,191 ​ ​ ​ ​ ​ ​ ​ Gain on sale of assets ​ — ​ 5,834,293 Loss from operations ​ ( 12,732,730 ) ​ ( 291,706 ) ​ ​ ​ ​ ​ ​ ​ Other income (expenses) ​ ​ Interest income ​ 50,951 ​ 46,437 Interest expense ​ ( 759,300 ) ​ ( 172,143 ) Other, net ​ 267,195 ​ ( 180,943 ) Total Other income (expenses), net ​ ( 441,154 ) ​ ( 306,649 ) ​ ​ ​ ​ ​ ​ ​ Loss before provision for income taxes ​ ( 13,173,884 ) ​ ( 598,355 ) ​ ​ ​ ​ ​ ​ ​ Benefit (provision) for income taxes ​ ​ ( 608,500 ) ​ ​ 608,500 Net income (loss) ​ $ ( 13,782,384 ) ​ $ 10,145 ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share – basic and diluted ​ ​ Basic and diluted ​ $ ( 1.06 ) ​ $ 0.00 ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding – basic and diluted ​ ​ Basic and diluted ​ 12,985,830 ​ 6,080,372 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-4 NEW ERA HELIUM INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) AND MEMBERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained Total ​ Common Stock Treasury Stock ​ Paid-in (Deficit) Stockholders’ ​ Shares Amount Shares Amount Capital Earnings Equity (Deficit) Balance, January 1, 2024 6,421,829 ​ $ 643 ― ​ $ — ​ $ 517,843 ​ $ 10,145 ​ $ 528,631 Sale of common stock 3,546 ​ 1 — ​ — ​ 11,999 ​ ― ​ 12,000 Conversion of debentures into common shares 2,491,250 ​ 249 ― ​ ― ​ 3,659,682 ​ ― ​ 3,659,931 Issuance of stock upon Business Combination 2,956,293 ​ 296 ― ​ ― ​ ( 2,324,114 ) ​ ― ​ ( 2,323,818 ) Stock-based compensation 742,234 ​ 74 ― ​ ― ​ 6,469,842 ​ ― ​ 6,469,916 Withholding tax liability for shares issued to foreign investors ― ​ ― ( 174,358 ) ​ ( 17 ) ​ ( 594,544 ) ​ ― ​ ( 594,561 ) Debt issuance costs ​ 550,000 ​ ​ 55 ​ ― ​ ​ ― ​ ​ 1,892,266 ​ ​ ― ​ ​ 1,892,321 Issuance of warrants ― ​ ― ― ​ ― ​ 2,089,126 ​ — ​ 2,089,126 Net loss ― ​ ― ― ​ ― ​ — ​ ( 13,782,384 ) ​ ( 13,782,384 ) Balance, December 31, 2024 13,165,152 ​ $ 1,318 ( 174,358 ) ​ $ ( 17 ) ​ $ 11,722,100 ​ $ ( 13,772,239 ) ​ $ ( 2,048,838 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Member’s Equity ​ Stockholders’ Equity ​ ​ ​ ​ ​ ​ Common Stock ​ Treasury Stock ​ ​ ​ ​ ​ ​ ​ ​ Units ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Retained ​ ​ ​ ​ Outstanding ​ Amount ​ Shares ​ Amount ​ Shares ​ Amount ​ Capital ​ Earnings ​ Total Balance, January 1, 2023 5,000,000 $ ( 3,786,949 ) $ — ​ $ — ​ ​ — ​ — $ — Members’ contributions — ​ — — ​ — — ​ ​ — ​ ​ 145,500 ​ — ​ 145,500 Member’s withdrawals — ​ — — ​ — — ​ ​ — ​ ​ ( 59,294 ) ​ — ​ ( 59,294 ) Retroactive application of Business Combination ( 5,000,000 ) ​ 3,786,949 5,170,134 ​ 517 — ​ ​ — ​ ​ ( 3,787,466 ) ​ — ​ ( 3,786,949 ) Balance, January 1, 2023 ​ — ​ ​ — ​ 5,170,134 ​ ​ 517 ​ — ​ ​ — ​ ​ ( 3,701,260 ) ​ ​ — ​ ​ ( 3,700,743 ) Common shares issued for services — ​ — 738,295 ​ 74 — ​ ​ — ​ ​ 2,498,926 ​ — ​ 2,499,000 Conversion of Series X preferred stock ​ — ​ ​ — ​ 5,170 ​ ​ 1 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 Sale of common stock — ​ — 462,437 ​ 46 — ​ ​ — ​ ​ 1,565,182 ​ — ​ 1,565,228 Common shares issued in exchange for convertible debt — ​ — 45,793 ​ 5 — ​ ​ — ​ ​ 154,995 ​ — ​ 155,000 Net income — ​ — — ​ — — ​ ​ — ​ ​ — ​ 10,145 ​ 10,145 Balance, December 31, 2023 — ​ $ — 6,421,829 ​ $ 643 ​ — ​ $ — ​ $ 517,843 ​ $ 10,145 ​ $ 528,631 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-5 NEW ERA HELIUM INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31 ​ ​ 2024 ​ 2023 Cash Flows from Operating Activities: ​ ​ Net income (loss) ​ $ ( 13,782,384 ) ​ $ 10,145 Adjustments to reconcile net income (loss) to net cash used in operating activities: ​ ​ Depletion, depreciation, amortization, and accretion ​ 890,372 ​ 885,832 Amortization of right-to-use asset ​ ​ 12,690 ​ ​ — Change in allowance for losses and write off of receivables ​ — ​ ( 46,961 ) Deferred income tax benefit ​ 608,500 ​ ( 608,500 ) Amortization of debt discount ​ ​ 300,803 ​ ​ — Accrued interest expense on note payable and other current liabilities ​ 267,686 ​ 53,013 Interest income on investments and notes receivable ​ ( 50,951 ) ​ ( 46,437 ) Gain on asset sales ​ — ​ ( 5,834,293 ) Stock-based compensation ​ 6,893,705 ​ 2,499,000 Loss on exchange of debt for ORRI ​ — ​ 316,531 Property assignment ​ ​ 166,449 ​ ​ — Changes in operating assets and liabilities: ​ ​ Accounts receivables ​ ( 158,953 ) ​ 67,187 Prepaid expenses and other assets ​ ( 685,252 ) ​ ( 25,051 ) Accounts payable ​ 257,650 ​ ( 74,185 ) Accrued expenses ​ ( 32,004 ) ​ ( 129,741 ) Due to related parties ​ — ​ 367,797 Lease liability ​ ​ ( 12,690 ) ​ ​ — Asset retirement obligations settled ​ ( 28,087 ) ​ — Other liabilities – current ​ 2,518 ​ ( 117,258 ) Net cash used in operating activities ​ ( 5,349,948 ) ​ ( 2,682,921 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ ​ Investment in property, plant and equipment, net ​ ( 210,000 ) ​ ( 3,581,736 ) Investment in oil and natural gas properties ​ ( 323,054 ) ​ ( 394,796 ) Proceeds from sale of interest in oil and natural gas properties ​ — ​ 2,499,920 Proceeds from sale of restricted investments ​ — ​ 193,412 Net cash provided by (used in) investing activities ​ ( 533,054 ) ​ ( 1,283,200 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities: ​ ​ Members’ contributions prior to reorganization ​ — ​ 145,500 Members’ withdrawals prior to reorganization ​ — ​ ( 59,294 ) Issuance of common stock ​ 12,000 ​ 1,565,228 Proceeds from bridge financing ​ 3,109,091 ​ 2,000,000 Repayment of note payable ​ — ​ ( 10,000 ) Proceeds from reverse recapitalization ​ ​ 4,571,062 ​ ​ — Repayment from related party ​ — ​ 244,292 Proceeds from related party ​ — ​ 360,000 Repayment to related party ​ ( 875,417 ) ​ ( 160,000 ) Net cash provided by financing activities ​ 6,816,736 ​ 4,085,726 Net Change in Cash and cash equivalents ​ 933,734 ​ 119,605 Cash and cash equivalents – Beginning of period ​ 120,010 ​ 405 Cash and cash equivalents – End of period ​ $ 1,053,744 ​ $ 120,010 Supplemental cash flow information: ​ ​ Cash interest payments ​ $ 67,679 ​ $ 111,322 Supplemental Non-Cash Investing and Financing Activities: ​ ​ Asset retirement obligations incurred ​ $ — ​ $ 85,802 Asset retirement obligations sold recorded as a reduction of oil and natural gas properties ​ $ 26,780 ​ $ 3,407,818 Revisions to asset retirement obligations ​ $ 435,067 ​ $ ( 497,407 ) ORRI interest acquired through and exchange of debt ​ $ — ​ $ 652,560 Partial purchase of note payable by related party ​ $ — ​ $ 70,000 Working interest acquired based on historical cost associated with the interest ​ $ — ​ $ 122,527 Conversion of bridge financing debentures into shares of common stock ​ $ 3,659,682 ​ $ — Issuance of shares of common stock to advisors ​ $ 1,892,266 ​ $ — ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ F-6 New Era Helium Inc. Notes to Audited Consolidated Financial Statements NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION Organization and Nature of Operations New Era Helium Inc. (the “Company”, “NEH”, “we,”, “us,” or “our”), formerly known as Roth CH Holdings, Inc. (“Roth V”), is a Nevada corporation. The Company was formed on February 6, 2023, through a Reorganization Agreement and Plan Share Exchange (the “Agreement”) with Solis Partners, LLC (“Solis Partners”) as described further in the paragraph below. The Company’s primary operations include the exploration, development, and production of helium, natural gas, oil, and natural gas liquids (“NGLs”). The Company’s producing oil and gas assets and non-producing acreage are primarily located in Chaves County, New Mexico. The Company also owns overriding royalty interests located in Howard County, Texas. On February 6, 2023, the Company entered into the Agreement with Solis Partners. Immediately prior to February 6, 2023, the Company was authorized to issue 190 million shares of common stock with a par value of $ 0.001 per share and 10 million shares of preferred stock with a par value of $ 0.001 per share. Subject to the terms of the Agreement, all issued and outstanding member interests in Solis Partners was automatically converted and exchanged for 5 million shares of the Company’s common stock. The Company’s wholly owned subsidiary Solis Partners is a Texas limited liability company. Solis Partners owns and operates the Company’s producing oil and gas assets and non-producing acreage. The Company’s wholly owned subsidiary NEH Midstream LLC (“NEH Midstream”) is a Texas limited liability company, formed August 4, 2023. NEH Midstream is the owner of the helium offtake and tolling agreements. NEH Midstream is in the process of constructing a natural gas processing facility in which NEH Midstream will be the owner and operator. On December 6, 2024, the Company completed the business combination (the “Business Combination) contemplated by the Business Combination and Plan of Organization dated January 3, 2024 (the “Business Combination Agreement”) (as amended on June 5, 2024, August 8, 2024, September 11, 2024 and September 30, 2024, the “BCA”), by and among Roth CH Acquisition V Co. (“ROCL”), Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCL (“Merger Sub”), and NEH. The Business Combination was accounted for as a reverse recapitalization in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). Under this method of accounting, although ROCL acquired the outstanding equity in NEH in the Business Combination, ROCL is treated as the “acquired company” and NEH was treated as the accounting acquirer for financial statement purposes. Accordingly, the Business Combination was treated as the equivalent of NEH issuing stock for the net assets of ROCL, accompanied by a recapitalization. The net assets of ROCL are stated at historical cost, with no goodwill or other intangible assets recorded. Furthermore, the historical financial statements of NEH became the historical financial statements of the Company upon the consummation of the merger. As a result, the financial statements included in this Annual Report reflect (i) the historical operating results of NEH prior to the merger; (ii) the combined results of ROCL and NEH following the close of the merger; (iii) the assets and liabilities of NEH at their historical cost and (iv) NEH’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. See Note 3 - Reverse Capitalization for further details of the merger. Basis of Presentation The accompanying consolidated financial statements of the Company as of December 31, 2024 and 2023, have been prepared in accordance with GAAP issued by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the years presented. References to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). F-7 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exemptions emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered un the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies by any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different applications dates for public or private companies, the Company as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard. Risks and Uncertainties As a producer of helium, natural gas, NGLs and oil, the Company’s revenue, profitability, and future growth are substantially dependent upon the prevailing and future prices for helium, natural gas, NGLs and oil, which are dependent upon numerous factors beyond its control such as economic, political, and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile, and there can be no assurance that the prices for helium, natural gas, NGLs or oil will not be subject to wide fluctuations in the future. A substantial or extended decline in prices for helium, natural gas, NGLs and oil could have a material adverse effect on the Company’s financial position, results of operations, cash flows, the quantities of natural gas, helium, NGL and oil reserves that may be economically produced and the Company’s access to capital. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. In connection with the ROCL stockholders’ vote at the May Special Meeting, ROCL public stockholders exercised their right to redeem 8,989,488 shares of ROCL common stock for a total of $ 93,010,772 . In connection with the ROCL stockholders’ vote at the December Special Meeting, 927,715 shares of ROCL common stock were tendered for redemption as of December 1, 2023. Excise tax should be recognized in the period incurred, that is when the repurchase occurs. Any reduction in the tax liability due to a subsequent stock issuance, or an event giving rise to an exception, which occurs within a tax year should be recorded in the period of such stock issuance or event giving rise to an exception. As of December 31, 2024, the Company recorded $ 1,029,003 of excise tax liability calculated as 1 % of shares redeemed on May 31, 2023 and December 1, 2023. F-8 New Era Helium Inc. Notes to Audited Consolidated Financial Statements During the second quarter of 2023, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid from November 1, 2024, until paid in full. As a result, the Company has accrued $ 126,722 of interest and penalty in the consolidated balance sheet at December 31, 2024. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany transactions and balances. Segments ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews total assets and income (loss) from operation of the single reportable segment of the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment which is the development, exploration and production of natural gas, helium, NGLs and oil. In addition, the Company has a single company-wide management team that allocates capital resources to maximize profitability and measures financial performance as a single enterprise. Functional and reporting currency The functional and reporting currency of the Company is the United States dollar. Liquidity and Going Concern The Company recorded a net loss of $ 13,782,384 for the year ended December 31, 2024, and net income of $ 10,145 for the year ended December 31, 2023. As of December 31, 2024, the Company had a working capital deficit of $ 2,300,604 and a cash balance of $ 1,053,744 . Historically, the Company’s primary sources of liquidity have been cash received from oil, natural gas, and product sales, contributions from members, and borrowings. Management’s assessment of the entity’s ability to continue as a going concern involves making a judgement, at a particular point in time, about inherently uncertain future outcomes of events or conditions. Any judgment about the future is based on information available at the time at which the judgment is made. Subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made. Management has taken into account the following: a. The Company’s financial position; and b. The risks facing the Company that could impact liquidity and capital adequacy. F-9 New Era Helium Inc. Notes to Audited Consolidated Financial Statements The Company’s future capital requirements will depend on many factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing efforts. In connection with the closing of the Business Combination on December 6, 2024, the Company and an institutional investor (the EPFA Investor”) entered into an Equity Purchase Agreement (the “EPFA”). Pursuant to the EPFA, the Company has the right to issue and sell to the EPFA Investor, and the EPFA Investor must purchase from the Company, up to an aggregate of $ 75 million (the “Commitment Amount”) in newly issued shares (the “Advance Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), subject to the satisfaction or waiver of certain conditions. The EFPA also provides for the issuance of two pre-paid advances in the aggregate amount of $ 10 million, the first pre-paid advance in the amount of $ 7 million, which was drawn by the Company on December 6, 2024, and the second pre-paid advance in the amount of $ 3 million, which was drawn by the Company on January 16, 2025, each of which is evidenced by a senior secured convertible promissory note (each, a “Convertible Note”), which is convertible into shares of common stock. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, Management has determined that funding available to the Company through the EPFA will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Significant estimates affecting the consolidated financial statements have been prepared on the basis of the most current and best available information. The estimates and assumptions include but are not limited to inputs used to calculate asset retirement obligations (“AROs”) (Note 11), the estimate of proved natural gas, oil, and natural gas liquids reserves and related present value estimates of future net cash flows therefrom (Note 6), and inputs used to calculate the value of common shares issued for services (Note 17). These estimates and assumptions are based on management’s best estimates and judgements. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. As of December 31, 2024 and 2023, the Company did no t hold any cash equivalents other than cash on deposit. Restricted Investments Restricted investments related to Certificates of Deposit (“CDs”) held at West Texas National Bank. These CDs are used as collateral for operating and plugging bonds for the New Mexico Oil Conservation Division, New Mexico State Land Office, and the Bureau of Land Management. F-10 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Receivables and Allowance for Expected Losses The Company’s receivables result primarily from the sale of oil, natural gas and NGLs as well as billings to joint interest owners for properties in which the Company serves as the operator. Receivables from product sales are generally due within 30 to 60 days after the last day of each production month and do not bear any interest. Receivables associated with joint interest billings are regularly reviewed by Management for collectability, and they establish or adjust an allowance for expected losses as necessary. The Company determines its allowance for each type of receivable by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. Management has determined that an allowance for expected losses was not required for the year ended December 31, 2024, and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2024 2023 Oil, natural gas and NGL sales ​ $ 108,091 ​ $ 76,115 Joint interest accounts receivable ​ 624,577 ​ 494,587 Unbilled joint interest expense ​ — ​ ( 852 ) Total joint interest related receivables ​ 732,668 ​ 493,735 Other accounts receivable ​ 118,636 ​ 122,501 Allowance for expected losses ​ — ​ — Total Accounts receivable, net ​ $ 851,304 ​ $ 692,351 ​ The beginning accounts receivable balance at January 1, 2024 was $ 835,173 . The Company did no t write off any accounts receivable during the year ended December 31, 2024, but the Company did write off $ 31,851 of joint interest accounts receivable during the year ended December 31, 2023. Prepaid Expenses The Company includes in prepaid expenses payments made in advance for goods or services for which the Company will receive a future benefit. Prepaid expenses are recorded at cost and are expensed over the period in which the benefit is realized. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The Company includes in property, plant and equipment the processing plant under construction, computer equipment, furniture and fixtures, and leasehold improvements. Depreciation and amortization expense is calculated using the straight-line method over the estimated useful lives of the related assets, which results in depreciation and amortization being incurred evenly over the life of an asset. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. Management performs ongoing evaluations of the estimated useful lives of the property and equipment for depreciation purposes. Management periodically reviews long-lived assets, other than oil and gas property, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount. The Company recorded no impairment charges during the years ended December 31, 2024, and 2023. F-11 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Oil and Gas Properties The Company follows the full cost accounting method to account for oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on nonproducing leases, drilling, completing and equipping of oil and gas wells, administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to operations. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves and excluding unevaluated and unproved properties, are amortized as depletion expense using the units-of-production method based on estimated proved recoverable oil and gas reserves. The costs associated with unevaluated and unproved properties, initially excluded from the amortization base, relate to unproved leasehold acreage, wells and production facilities in progress and wells pending determination of the existence of proved reserves, together with capitalized interest costs for these projects. Unproved leasehold costs are transferred to the amortization base with the costs of drilling the related well once a determination of the existence of proved reserves has been made or upon impairment of a lease. Costs associated with wells in progress and completed wells that have yet to be evaluated are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry wells are transferred to the amortization base immediately upon determination that the well is unsuccessful. Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current prices and operating conditions, discounted at ten percent (10%), plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to operations. For purposes of the ceiling test calculation, current prices are defined as the un-weighted arithmetic average of the first day of the month price for each month within the 12-month period prior to the end of the reporting period. Prices are adjusted for basis or location differentials. Unless sales contracts specify otherwise, prices are held constant for the productive life of each well. Similarly, current costs are assumed to remain constant over the entire calculation period. Given the volatility of oil and gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline in the future, even if only for a short period of time, it is possible that impairments of oil and gas properties could occur. In addition, it is reasonably possible that impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved oil and gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved oil and gas reserves. The Company recorded no ceiling test impairment charges for the years ended December 31, 2024 and 2023. Accounts Payable and Accrued Liabilities The Company’s payables and accrued liabilities result primarily from the operation of its oil and natural gas properties as well as the administration of the Company. For properties in which the Company is operator, the Company pays 100 % of most operating costs, then bills the non-operating partners for their share of the costs. The Company records the Company’s share of these costs in its consolidated statements of operations. Accounts payables are generally due within 30 of receipt of the invoices by the Company and do not bear any interest. The table below represents the accounts payable and accrued liabilities recorded in the Company’s consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Trade payable ​ $ 1,003,380 ​ $ 773,387 Suspense payable ​ 727,230 ​ 727,153 Total accounts payable ​ $ 1,730,610 ​ $ 1,500,540 ​ ​ ​ ​ ​ ​ ​ Total accrued liabilities ​ $ 319,327 ​ $ 259,131 ​ F-12 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Leases The Company determines if an arrangement is a lease at inception. Operating leases are recorded in operating lease right-of-use asset, operating lease liability, current, and operating lease liability, long-term on the consolidated balance sheets. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate used at adoption was 2.37 %. Significant judgement is required when determining the incremental borrowing rate. Rent expense for lease payments is recognized on a straight-line basis over the lease term. Asset retirement obligations The Company records a liability for asset retirement obligations (“ARO”) associated with its oil and gas wells when the well has been completed. The ARO is recorded at its estimated fair value, measured by the expected future cash outflows required to satisfy the abandonment and restoration discounted at our credit-adjusted risk-free interest rate. The corresponding cost is capitalized as an asset and included in the carrying amount of oil and gas properties and is depleted over the useful life of the properties. Subsequently, the ARO liability is accreted to its then-present value. Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement. This gain or loss is recorded to the oil and gas property balance. Financial Instruments and Concentrations of Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivables. The Company maintains its cash in accounts with major financial institutions within the United States. The Company’s cash balances can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company places its cash with high credit quality financial institutions. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk. The Company is subject to credit risk resulting from the concentration of its oil, natural gas and NGL receivables with significant purchasers. One purchaser accounted for all of the Company’s oil sales revenues for the years ended December 31, 2024 and 2023. A separate purchaser accounted for all the natural gas and NGL revenues for the years ended December 31, 2024 and 2023. The Company does not require collateral. While the Company believes its recorded receivables will be collected, in the event of default the Company will follow normal collection procedures. The Company does not believe the loss of either purchaser would materially impact its operating results as oil, natural gas and NGLs are fungible products with a well-established market and numerous purchasers. Revenue recognition The Company records revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers (“ASC 606”) which uses a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which includes (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue as each performance obligation is satisfied. Revenue from contracts with customers The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or the processor of the product. Revenue is measured based on the consideration the Company expects to receive in exchange for those products. F-13 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Performance obligations and significant judgments The Company sells oil and natural gas products in the United States through a single reportable segment. The Company enters into contracts that generally include oil, natural gas, and associated liquids in variable quantities and priced based on a specific index related to the type of product. The oil and natural gas are typically sold in an unprocessed state to processors and other third parties for processing and sale to customers. The Company recognizes revenue at a point in time when control of the oil or natural gas passes to the customer or processor, as applicable, discussed below. The Company sells its oil to a single purchaser under a month-to-month purchase agreement at a price based on an index price from the purchaser. This agreement will continue on a month-to-month basis thereafter unless and until terminated by the Company or the purchaser with a 30 -day advance notice. Oil that is produced from the Company’s wells is stored in tank batteries located on the Company’s lease. When the purchaser’s truck connects to the storage tank and oil enters the truck, control of the oil is transferred to the purchaser, the Company’s obligations are satisfied, and revenue is recognized. The Company sells its natural gas and NGLs to a single purchaser, who is also the processor, under a purchase agreement at a price based on an index price from the purchaser which expired on May 31, 2024. This agreement currently continues on a month-to-month basis unless and until terminated by the Company or the purchaser with a 30 -day advance notice. Under our natural gas and NGL contracts with processors, when the unprocessed natural gas is delivered at the sales meter, control of the gas is transferred to the purchaser, the Company’s obligations are satisfied, and revenue is recognized. In the cases where the Company sells to a processor, management has determined that the processors are customers. The Company recognizes the revenue in these contracts based on the net proceeds received from the processor. The Company will sell its helium to two purchasers, each purchasing 50 % of the helium production under 10 -year contracts. One of the contracts will commence upon delivery of gaseous helium production at the tailgate of the processing plant. The other contract will commence upon delivery of liquid helium from the Keyes Helium Company (“Keyes Helium”) liquefaction plant located in Keyes, Oklahoma. When the gaseous helium is loaded into the gaseous helium trailer, control of the helium is transferred to the purchaser, the Company’s obligations will be satisfied, and revenue will be recognized. With regards to liquid helium, the Company will transport the gaseous helium to the Keyes Helium liquefaction plant. Once the helium has been liquified and loaded into the liquid helium trailer, control of the helium is transferred to the purchaser, the Company’s obligations are satisfied, and revenue is recognized. The Company has no unsatisfied performance obligations at the end of each reporting period. Management does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. There is a low level of uncertainty due to the precision of measurement and use of index-based pricing adjusted for transportation and other related deductions, which are based on contractual or historical data. Additionally, any variable consideration identified is not constrained. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows: ● Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment; ● Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly; and ● Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. F-14 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. Related parties All material related-party transactions are approved by members of the Board of Directors not affiliated with the transactions. These Board members consider the details of each new, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction, and the benefits to the Company and the relevant related party. In determining whether to approve a related party transaction, the following factors are considered: (1) if the terms are fair to the Company, (2) if there are business reasons to enter into the transaction, or (3) if the transaction would present an improper conflict of interest for any officer. Income taxes The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for income tax purposes and net operating loss and tax credit carryforwards. The amount of deferred taxes on these temporary differences is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date. The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50 percent) that some portion or all the deferred tax assets will not be realized. The Company recorded a valuation allowance of $ 2,487,466 and $ 0 for the years ended December 31, 2024 and 2023, respectively. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. If all or a portion of the unrecognized tax benefit is sustained upon examination by the taxing authorities, the tax benefit will be recognized as a reduction to the Company’s deferred tax liability and will affect the Company’s effective tax rate in the period it is recognized. (See NOTE 13. INCOME TAXES) The Company records any tax-related interest charges as interest expense and any tax-related penalties as other expenses in the consolidated statements of operations of which there have been none to date. The Company is also subject to the Texas Margin Tax. The Company realized no Texas Margin Tax in the accompanying consolidated financial statements as we do not anticipate owing any Texas Margin Tax for the periods presented. F-15 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the consolidated statements of operations based on their grant date fair values. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. Recent accounting pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The amendments address more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in the ASU are effective for public business entities for annual periods beginning after December 31, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense and information used to assess segment performance. The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements. The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is still evaluating the effect of the adoption of this guidance. ​ NOTE 3: RECAPITALIZATION ​ As discussed in Note 1, “Organization and Basis of Presentation,” on December 6, 2024, the Company completed the Business Combination contemplated by the Business Combination Agreement dated January 3, 2024, by and among ROCL, the Merger Sub, and NEH. At the Closing, pursuant to the Business Combination Agreement and after giving effect to the redemption of shares of ROCL common stock: 1. The total consideration paid at the Closing (the “Merger Consideration”) by ROCL to New Era Helium Corp. security holders was 8,916,625 shares of common stock of Holdings. 2. Each share of Merger Sub common stock, par value $ 0.0001 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time (as defined in the Business Combination Agreement) was converted into one newly issued share of the Company’s common stock. Following the filing of the Articles of Merger with the Secretary of State of the State of Nevada, ROCL merged with and into Holdings, with Holdings as the surviving company of the Initial Merger. Following the filing of the Articles of Merger with the Secretary of State of the State of Nevada, Merger Sub merged with and into with New Era Helium Corp. as the surviving corporation of the Business Combination, effective December 6, 2024. Thus, New Era Helium Corp. became a wholly owned subsidiary of ROCL. In connection with the Business Combination, Holdings changed its name to “New Era Helium Inc.” F-16 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Although ROCL was the legal acquirer of NEH in the merger, NEH is deemed to be the accounting acquirer, and the historical financial statements of NEH became the basis for the historical financial statements of the Company upon the closing of the merger. NEH was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: ● NEH’s current shareholders have a majority of the voting power in the combined company; ● NEH’s existing stockholders have the ability to control decisions regarding election and removal of directors and officers of the combined company; ● NEH is the larger entity in terms of substantive operations and employee base; ● NEH comprises the ongoing operations of the combined company; ● NEH’s existing senior management is the senior management of the combined company. In accordance with the guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to December 6, 2024, to reflect the number of shares of the Company’s common stock, $ 0.0001 par value per share, issued to NEH’s stockholders in connection with the merger. As such, the shares and corresponding capital amounts and earnings per share related to NEH’s common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger. The following table reconciles the elements of the Business Combination to the consolidated statement of changes in stockholders’ deficit for the year ended December 31, 2024: ​ ​ ​ ​ Cash: trust and cash, net of redemptions $ 3,826,474 Convertible note ​ 6,225,000 Less: transaction costs paid ​ ( 5,113,579 ) Net proceeds from the Business Combination ​ 4,937,895 Less: recognition of the ROCL closing balance sheet ​ ( 662,009 ) Convertible note less transaction costs ​ ( 6,225,000 ) Transaction costs ​ ( 375,000 ) Reverse recapitalization, net ​ $ ( 2,324,114 ) ​ The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: ​ ​ ​ ROCL common stock outstanding prior to the Business Combination 11,500,000 Less: Redemption of ROCL common stock ( 11,162,973 ) ROCL common stock 337,027 ROCL founder shares outstanding 2,325,000 ROCL private shares outstanding 461,500 Shares issued to advisors 1,125,000 Business combination shares 4,248,527 NEH shares 8,916,625 Common stock immediately after the Business Combination 13,165,152 ​ F-17 New Era Helium Inc. Notes to Audited Consolidated Financial Statements The number of NEH shares was determined as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ NEH Shares ​ ​ ​ ​ after Conversion ​ NEH Shares Ratio Common stock 8,623,205 8,916,625 ​ Public and private placement warrants The 5,750,000 Public Warrants issued at the time of ROCL’s initial public offering and the 230,750 warrants issued in connection with the private placement at the time of ROCL’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (See Note 12 EQUITY). Redemption Prior to the closing of the Business Combination, certain ROCL public stockholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 11,162,973 shares of ROCL common stock for an aggregate payment of $ 117,044,333 . ​ NOTE 4: PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table presents the components of prepaid expenses and other current assets as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2024 2023 Retainer for workover rigs ​ $ 240,000 ​ $ — Prepaid insurance ​ ​ 575,498 ​ ​ 45,298 Prepaid expense ​ ​ 3,444 ​ ​ 44,975 Prepaid taxes ​ 133,198 ​ — Deferred closing costs ​ — ​ 8,417 Security deposit ​ 5,050 ​ 5,050 Other ​ 9,986 ​ 9,986 Total prepaid expenses - current ​ $ 967,176 ​ $ 113,726 ​ ​ ​ ​ ​ ​ ​ Retainer for workover rigs ​ $ 360,000 ​ $ — Total prepaid expenses-noncurrent ​ $ 360,000 ​ $ — ​ ​ ​ F-18 New Era Helium Inc. Notes to Audited Consolidated Financial Statements NOTE 5. PROPERTY, PLANT AND EQUIPMENT The Company will record depreciation expense for the processing plant over its estimated useful life. Depreciation on the processing plant will commence once the processing plant is placed into service. The Company records depreciation expense for computer equipment and furniture and fixtures over a useful life of five years . The Company records depreciation expense for leasehold improvement over the lesser of their estimated useful lives or the underlying terms of the associated leases. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2024 2023 Processing plant under construction – cost ​ $ 3,791,736 ​ $ 3,581,736 Computer equipment – cost ​ 9,820 ​ 9,820 Furniture and fixtures – cost ​ 22,101 ​ 22,101 Leasehold improvements – cost ​ 23,006 ​ 23,006 Total – cost ​ 3,846,663 ​ 3,636,663 ​ ​ ​ ​ ​ ​ ​ Processing plant under construction – accumulated depreciation ​ — ​ — Computer equipment – accumulated depreciation ​ ( 6,874 ) ​ ( 4,910 ) Furniture and fixtures – accumulated depreciation ​ ( 16,271 ) ​ ( 11,850 ) Leasehold improvements – accumulated depreciation ​ ( 13,776 ) ​ ( 9,175 ) Total – accumulated depreciation ​ ( 36,921 ) ​ ( 25,935 ) ​ ​ ​ ​ ​ ​ ​ Processing plant under construction – net ​ 3,791,736 ​ 3,581,736 Computer equipment – net ​ 2,946 ​ 4,910 Furniture and fixtures – net ​ 5,830 ​ 10,251 Leasehold improvements – net ​ 9,230 ​ 13,831 Total Property, plant and equipment, net ​ $ 3,809,742 ​ $ 3,610,728 ​ The Company recorded depreciation expense in the amounts of $ 10,986 and $ 10,843 during the years ended December 31, 2024, and 2023, respectively. ​ NOTE 6. OIL AND NATURAL GAS PROPERTIES ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 2023 Evaluated oil and natural gas properties – cost ​ $ 6,933,071 ​ $ 6,368,179 Accumulated depletion and impairment ​ ( 6,142,978 ) ​ ( 5,426,488 ) Oil and natural gas properties, net ​ $ 790,093 ​ $ 941,691 ​ The Company had no unevaluated properties at December 31, 2024, and 2023. The Company recorded depletion expense in the amounts of $ 716,490 and $ 767,401 during the years ended December 31, 2024, and 2023, respectively. There were no ceiling test impairments recorded during the years ended December 31, 2024 and 2023. Additions During the year ended December 31, 2024, the Company incurred approximately $ 31,000 of cost primarily associated with staking various locations in Chaves County, New Mexico, approximately $ 123,000 of costs associated with the evaluation of a new field gathering system, approximately $ 584,000 of costs related to revision to estimated plugging and abandonment costs and plugging and abandonment costs in excess of liability recorded for asset retirement obligations during the year ended December 31, 2024, and approximately $ 20,000 on other producing property related costs. F-19 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Disposals In June 2024, the Company assigned interest in certain properties located in Chaves County, New Mexico to Earnest Producing Corporation (“Earnest”), an entity controlled by Joel Solis, the Company’s chairman. The amount recorded as a deduction of Evaluated oil and natural gas properties – cost was $ 193,229 . This was based on a $ 166,449 fair value calculated for the properties and assumption of the asset retirement obligations by Earnest. At the time of the assignment, the asset retirement costs recorded on the Company’s consolidated balance sheets associated with these properties was $ 26,780 . (See NOTE 9. RELATED PARTY TRANSACTIONS) NOTE 7. NOTES PAYABLE ​ On June 1, 2023, the Company renewed a secured Promissory Note (“the Note”) with a balance of $ 475,000 , an interest rate of 14 %, and requiring a principal reduction payment of $ 10,000 , and a fee payment of $ 16,341 upon renewal and maturing on December 1, 2023. On December 1, 2023, the balance of $ 465,000 of the Note was renewed, requiring fee payment of $ 15,719 upon renewal and maturing on June 1, 2024. On July 1, 2024, the balance of $ 465,000 of the Note was renewed, requiring fee payment of $ 15,719 upon renewal and maturing on December 1, 2024. The Note carries an interest rate of 14.5 %. As of December 31, 2024, and 2023, there were $ 0 and $ 469,968 , respectively, payable on the Note which includes accrued interest. For the year ended December 31, 2023, these amounts were recorded as Notes payable - current on the Company’s consolidated balance sheets. On August 25, 2023, the Company, through its wholly owned subsidiary NEH Midstream, LLC., entered into a Promissory Note (“AirLife Note”) with AirLife Gases USA Inc. (“AirLife”). Under the AirLife Note, NEH Midstream agreed to pay AirLife the principal sum of $ 2,000,000 or such lesser amount as shall equal the outstanding principal amount of the Advance made to NEH Midstream by AirLife. The entire balance will be due on the earlier of (i) the date that is 18 months after the commencement date as defined the Purchase and Sale Agreement between NEH Midstream and AirLife dated August 25, 2023, or (ii) May 30, 2027. Interest shall accrue at 0.0211 %, compounded daily, equivalent to an annual interest rate of 8 %, commencing on the date the advance was made and continuing until repaid. The Company’s interest in certain oil and natural gas properties, included within the Oil and natural gas properties, net (full cost) balance on the Company’s consolidated balance sheets are pledged as collateral for the AirLife Note. As of December 31, 2024, and 2023, the amount outstanding under the AirLife Note, including accrued interest of $ 217,823 and $ 53,013 , respectively and was $ 2,217,823 and $ 2,053,013 , respectively, and recorded as Notes payable — noncurrent on the Company’s consolidated balance sheets. ​ Starting in February 2024, NEH conducted a bridge financing round, pursuant to which it issued 10 % Secured Convertible Debentures (the “Bridge Financing Debentures”) to certain investors. The Bridge Financing Debentures are payable on the earliest of: i) the date that the holder accelerates the obligations under the Bridge Financing Debentures; ii) March 1, 2025; or iii) the consummation of the business combination. The Bridge Financing Debentures are not eligible for prepayment and interest accrues monthly. Provided that the date of consummation of the business combination occurs prior to either March 1, 2025 or the date on which the holder accelerates the obligations under the Bridge Financing Debentures, the Bridge Financing Debentures are convertible into common stock of the Combined Company at a conversion rate determined by dividing (i) the principal and interest converted hereunder by (ii) the per share valuation (on a fully diluted basis) of the Combined Company’s common stock using a pre-money valuation of the Company of $ 20 million. The Company’s interest in certain oil and natural gas properties, included within the Oil and natural gas properties, net (full cost) balance on the Company’s consolidated balance sheets are pledged as collateral for the Bridge Financing Debentures. As a result of the Business Combination, on December 6, 2024, the Bridge Financing Debenture in the amount of $ 751,600 was repaid and the Bridge Financing Debentures in the aggregate amount of $ 3,662,091 were converted into shares of the Company common stock. Loan and Equity Purchase Facility Agreement On December 6, 2024, following the closing of the Business Combination, the Company and an institutional investor (the “EPFA Investor”) entered into an Equity Purchase Facility Agreement (the “EPFA”). Pursuant to the EPFA, the Company has the right to issue and sell to the EPFA Investor, and the EPFA Investor must purchase from the Company, up to an aggregate of $ 75 million (the “Commitment Amount”) in newly issued shares (the “Advance Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), subject to the satisfaction or waiver of certain conditions. The Company may issue up to 866,873 Advance Shares assuming a purchase price of $ 8.075 per Advance Share. F-20 New Era Helium Inc. Notes to Audited Consolidated Financial Statements The EFPA also provides for the issuance of two pre-paid advances in the aggregate amount of $ 10 million, the first pre-paid advance in the amount of $ 7 million and the second pre-paid advance in the amount of $ 3 million, each of which to be evidenced by a senior secured convertible promissory note (“the Notes”), which is convertible into shares of Common Stock. The Notes are secured by all assets of the Company. The Note for the First Pre-Paid Advance is initially convertible into 770,000 shares of Common Stock, assuming a conversion price of $ 10 and no accrued and unpaid interest. The Second Pre-Paid Advance Note will be initially convertible into 330,000 shares of Common Stock, assuming a conversion price of $ 10 and no accrued and unpaid interest. The proceeds from the Second Pre-Paid Advance Note and sale of Advance Shares are expected to be used by the Company first to pay the then monthly payment on any outstanding Notes and then the remainder in the manner for working capital. Pursuant to the terms of the EPFA, the Company is required to hold a special meeting of stockholders no later than ninety (90) calendar days following December 6, 2024 to seek approval of (i) the issuance of all of the shares of Common Stock that may be issuable pursuant to the Notes and the EPFA in compliance with the rules and regulations of Nasdaq and (ii) an amendment to the Company’s articles of incorporation to increase the number of authorized shares of capital stock of the Company to 250,000,000 . At any time until the EPFA is terminated, the Company, in its sole discretion, has the right, but not the obligation, to issue and sell to the EPFA Investor, and the EPFA Investor must subscribe for and purchase from the Company, Advance Shares, on the following terms: (i) The Company must, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum Advance Amount (as defined below), it desires to issue and sell to the EPFA Investor in each Advance Notice (the “Advance Notice”). (ii) There is no mandatory minimum Advances and there is no non-usages fee for not utilizing the Commitment Amount or any part thereof. (iii) For so long as any amount remains outstanding under the Notes, without the prior written consent of the EPFA Investor, the Company may only submit an Advance Notice if the aggregate purchase price owed to the Company from such Advances (“Advance Proceeds”) may be paid by the EPFA Investor by offsetting the amount of the Advance Proceeds against an equal amount outstanding under the subject Notes (first towards accrued and unpaid interest, and then towards outstanding principal), subject to the Advance Proceeds being used by the Company first to pay the monthly payments of the Notes in accordance with the terms of the Notes and then the remainder in the manner as will be set forth in the prospectus included in any registration statement filed pursuant to the EPFA (and any post-effective amendment thereto) and any prospectus supplement thereto filed pursuant to the EPFA, including for working capital purposes for the Company and its subsidiaries. (iv) If there is any default under the Notes, the Company may only submit an Advance Notice if the Company obtains the prior written consent of the EPFA Investor and the Company must use the proceeds from the sale of the Advance Shares under the EPFA to first pay the Company’s senior Indebtedness, including amounts outstanding under any Notes. “Maximum Advance Amount” means: “Accelerated Purchase Maximum Advance Amount” in respect of each Advance Notice with an accelerated purchase pricing period, 400 % of the average daily trading volume over the five trading days before the notice date, but not exceed the ownership and registration limitations in the EPFA; and “Regular Purchase Maximum Advance Amount” in respect of each Advance Notice with a regular purchase pricing period, 100 % of the average daily trading volume over the five trading days before the notice date, also subject to the ownership and registration imitations in the EPFA. The price per Advance Share will be determined by multiplying the market price by 95 % in respect of an Advance Notice, which shall be reduced by one-third (1/3rd) for each Excluded Day Purchase Price (as defined in the EPFA), which is not known at the time an Advance Notice is delivered but shall be determined on each closing based on the daily prices of the Advance Shares that are the inputs to the determination of the purchase price. While the Convertible Notes are outstanding, the Company cannot issue, sell, grant, or otherwise dispose of any securities, or enter into any agreement or arrangement to do so, at a price per security less than 120 % of $ 2.00 per share of Common Stock (the “EPFA Floor Price”) on such date, or otherwise provide rights to acquire securities at an effective price per security below 120 % of the EPFA Floor Price unless the Company uses the proceeds of such transaction to fully redeem such outstanding Notes. Until the termination of the EPFA, the Company must maintain a minimum cash balance of $ 500,000 . F-21 New Era Helium Inc. Notes to Audited Consolidated Financial Statements As an inducement to entering into the EPFA, a designee of the EPFA Investor received 550,000 shares of ROCL and such shares were converted into 550,000 shares of Common Stock in connection with Business Combination. Senior Secured Convertible Promissory Note Each Convertible Note provides for a 7 % original issue discount and is for a term of 15 months . Commencing on the ninetieth (90th) day following the applicable Issuance Date and continuing on the same day of each successive calendar month until the entire outstanding principal amount has been repaid, the Company is required to make monthly payments to the holder of the Note (the “Holder”). Each monthly payment will be in an amount equal to the sum of (i) one twelfth ( 1/12 ) of the initial aggregate principal of the Note and all other notes issued pursuant to the EPFA, plus (ii) accrued and unpaid under the Note as of each payment date. Interest accrues on the outstanding principal balance at an initial annual rate equal to 10 % (“Interest Rate”), which Interest Rate will increase to an annual rate of 18 % upon the occurrence of an Event of Default (as defined in the Note). On December 6, 2024, the Company drew the first prepaid advance of $ 7,000,000 , net of an original issue discount of $ 490,000 and debt issuance costs of $ 5,048,574 . As of December 31, 2024, the Company recorded $ 282,286 of amortization of the debt discount in the consolidated statement of operations. The unamortized debt discount is expected to be amortized over the next 14.5 months. As of December 31, 2024 and 2023 the accrued interest on the Convertible Note in the consolidated balance sheets was $ 49,863 and $ 0 . On January 16, 2025, following the effectiveness of the Company’s Registration Statement on Form S-1, on December 30, 2024, the Company issued another Senior Secured Convertible Promissory Note (the “Subsequent Note”) to the Investor in an aggregate principal amount of $ 3.0 million for an aggregate purchase price of $ 2.79 million after giving effect to a 7 % original issue discount. The Subsequent Note is for a term of 15 months from the Issuance Date. Conversion Rights Each Note is convertible into shares of Common Stock at the option of the Investor at an initial conversion price of $ 10.00 per share (the “Conversion Price”). If the Company sells, enters into an agreement to sell, or grants any option to purchase any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for common stock, at an effective price per share less than the Conversion Price of the Note then in effect, the Conversion Price will be reduced to equal the effective price per share in such dilutive issuance. The Conversion Price is also subject to a downward adjustment if an Event of Default occurs. The Conversion Price is subject to an initial floor price of $ 2.00 per share of Common Stock, however beginning on the effective date of the initial Registration Statement, and on the same day of every six (6) months thereafter (each, a “Floor Price Reset Date”), the floor price will be reduced to 20 % of the average volume weighted average price of the Common Stock for such trading day on the primary market of the Common Stock during regular trading hours as reported by Bloomberg L.P. (the “VWAP”) during the five (5) trading days immediately prior to such Floor Price Reset Date. Additionally, the Company may reduce the floor price to any amount set forth in a written notice to the Holder, provided that any such reduction will be irrevocable and will not be subject to increase thereafter. The Company may prepay the Note at its option, upon thirty (30) business days written notice, by paying a 10 % redemption premium. Event of Default Conversion From and after the occurrence of an Event of Default, the Holder may elect to convert the Note into shares of the Common Stock at the “Event of Default Conversion Price”, which is equal to the lower of the Conversion Price then in effect; and 90 % of the lowest VWAP of the Common Stock during the ten (10) consecutive trading days immediately prior to the date on which we received written notice of such conversion from such holder, subject to the Floor Price. Limitations on Conversion A Holder shall not have the right to convert any portion of the Note to the extent that, after giving effect to such conversion, the Holder (together with its related parties) would beneficially own in excess of 4.99 % (the “Maximum Percentage”) of shares of the Company Common Stock outstanding immediately after giving effect to such conversion. The Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99 %, at the option of the Holder, except that any increase will only be effective upon 61 days’ prior written notice to us. F-22 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Redemption Rights At any time, the Company may redeem in cash all, or any portion, of the Note, in an amount equal to the outstanding principal balance being redeemed, plus a 10% premium in respect of such principal amount, plus all accrued and unpaid interest, if any, on such principal amount. Security Agreement Also, on December 6, 2024, the Company, each of its subsidiaries (each, a “Grantor”), and the Investor, entered into a Security Agreement (the “Security Agreement”) with respect to the Notes. Pursuant to the Security Agreement, each Grantor granted a security interest in such Grantor’s right, title and interest in and to each type of property described in the Security Agreement, (collectively, the “Collateral”), including, but not limited to the Company’s Equipment, Inventory, Receivables, Related Contracts, Pledged Debt, Investment Property, Pledged Stock and Account Collateral. The Collateral secures and will secure all debts, obligations, liabilities, covenants and duties of every kind owed at any time to the Secured Parties by the Grantors under the Purchase Agreement, the Notes, the Guarantee and/or each other Transaction Document. Subsidiary Guarantee Also, on December 6, 2024, each of the Company’s subsidiaries (the “Guarantors”) executed a guarantee agreement (the “Subsidiary Guarantee”), whereby each such Guarantor guaranteed to the EPFA Investor the prompt and full payment and performance of the Guaranteed Obligations of the Company under and pursuant to the Security Agreement. The table below summarizes the outstanding notes payable as of December 31, 2024 and 2023, including the effects of discounts and debt issuance costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Current ​ ​ The Note – principal ​ $ — ​ $ 465,000 The Note – accrued interest ​ — ​ 4,968 Convertible note due 2026 ​ 7,000,000 ​ — Discounts, net (1) ​ ( 462,602 ) ​ — Debt issuance costs, net (2) ​ ( 4,303,686 ) ​ — Notes payable – current ​ $ 2,233,712 ​ $ 469,968 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AirLife Note – principle ​ $ 2,000,000 ​ $ 2,000,000 AirLife Note – accrued interest ​ 217,823 ​ 53,013 Notes payable – noncurrent ​ $ 2,217,823 ​ $ 2,053,013 (1) Discounts as of December 31, 2024 and 2023, consisted of $ 490,000 and $ 0 , respectively, in discounts less accumulated amortization of $ 27,398 and $ 0 , respectively. (2) Debt issuance costs as of December 31, 2024 and 2023, consisted of $ 5,048,574 and $ 0 , respectively, in debt issuance costs less accumulated amortization of $ 254,888 . ​ NOTE 8. LEASE LIABILITIES The Company currently occupies office space in Midland, Texas under a month - to - month arrangement. The Company is reviewing its options regarding continued use of this office space and will continue to expense the cost to use this office. On May 27, 2022, the Company entered into a 12 -month lease agreement for office space in Hermosa Beach, California. The lease had a base monthly rent of approximately $ 2,550 expired on May 31, 2023. The Company reached an agreement with the lessor to continue occupancy of this space on a month-to-month basis. It is the Company’s intention to remain at this location though June 30, 2025. The Company will review options regarding the continuation of using this office space but has begun to expense the cost to use this office starting June 1, 2024. F-23 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Other information related to leases as of December 31, 2024, and 2023, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 ​ Weighted-average remaining lease term ​ ​ Operating leases — ​ 0.21 years Weighted-average discount rate ​ ​ Operating leases — ​ 2.85 % ​ The are no future minimum rental payments required under the operating leases as of December 31, 2024. A reconciliation of current lease liabilities as recognized in the consolidated balance sheets as of December 31, 2024 and December 31, 2023, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Lease liabilities – current ​ $ — ​ $ 12,750 Total future minimum lease payments ​ — ​ 12,750 Less imputed interest ​ — ​ ( 60 ) Total ​ $ — ​ $ 12,690 ​ NOTE 9. RELATED PARTY TRANSACTIONS Balance outstanding of related parties: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name of Party ​ Receivable / Payable ​ December 31, 2024 ​ December 31, 2023 Will Gray ​ Payable (note) ​ $ — ​ $ 170,000 Will Gray Payable (expenses) ​ — ​ 6,464 Mike Rugen Payable (consulting fees and expenses) ​ 1,354 ​ 21,115 Joel Solis Payable (note) ​ — ​ 175,000 Liberty Pump & Supply, Co. Payable (field operations, insurance) ​ — ​ 393,072 Tall City Well Service Payable (field operations) ​ — ​ 120,462 Total Payable ​ $ 1,354 ​ $ 886,113 ​ On December 28, 2023, the Company entered into a series of agreements with E. Will Gray II, the Company’s CEO and Director. One agreement had an effective date of March 29, 2023, and acknowledges the Company’s receipt from Mr. Gray of $ 45,000 . The Company promised to pay Mr. Gray the full amount on or before the earlier of (i) February 15, 2024, or (ii) the closing of the Company’s business combination with Roth CH Acquisitions V Co. Another agreement had an effective date of April 19, 2023, and acknowledges the Company’s receipt from Mr. Gray of $ 35,000 . The Company promised to pay Mr. Gray the full amount on or before the earlier of (i) February 15, 2024, or (ii) the closing of the Company’s business combination with Roth CH Acquisitions V Co. The final agreement had an effective date of December 22, 2023, and acknowledges the Company’s receipt from Mr. Gray of $ 90,000 . The company promised to pay Mr. Gray the full amount on or before the earlier of (i) February 15, 2024, or (ii) the closing of the Company’s business combination with Roth CH Acquisitions V Co. On August 5, 2024, the Company repaid $ 47,500 and on September 26, 2024, the Company repaid an additional $ 47,500 , and on December 10, 2024, the Company repaid $ 75,000 which represented the balance of the amounts due to Mr. Gray. The Company received $ 50,000 on January 22, 2024 from Adrian Beeston, an investor, and received $ 150,000 on January 30, 2024 from Joel Solis, the Company’s former Chairman of the Board. These loans bear no interest and shall be repaid by the Company no later than April 1, 2024. On February 29, 2024 the Company repaid $ 150,000 due to Mr. Solis. On September 26, 2024, the Company repaid $ 25,000 of the amount due to Mr. Beeston. On March 5, 2024, the Company entered into an agreement with Joel G. Solis, the Company’s former Chairman and Director. This agreement acknowledges the Company’s receipt from Mr. Solis of $ 50,000 on February 9, 2023, $ 45,000 on February 14, 2023, $ 20,000 on February 17, 2023, and $ 60,000 on February 27, 2023 (the “Loans”). The Loans bear no interest and shall be repaid by no later than June 30, 2024. On August 1, 2024, the Company repaid $ 70,000 and on September 26, 2024, the Company repaid the remaining $ 105,000 due to Mr. Solis. F-24 New Era Helium Inc. Notes to Audited Consolidated Financial Statements On May 14, 2024, Adrian Beeston contributed $ 27,500 to the Company. This payment was contributed as part of the Bridge Financing Debentures process. (See NOTE 7. NOTES PAYABLE) As a result of the Business Combination, the balance due to Adrian Beeston of $ 27,500 was repaid. In June 2024, the Company assigned interest in certain properties located in Chaves County, New Mexico to Earnest Producing Corporation, an entity controlled by Joel Solis, the Company’s chairman. The properties assigned were valued at $ 166,449 , the fair market value on the effective date of the assignment. The Company determined fair market value using various economic parameters including annual cash flows, discounted future net revenues, and return on investment. This transaction is compensation for Mr. Solis’ past contributions to the Company and for Mr. Solis not continuing as a director at the consummation of the Business Combination. In July 2024, Tall City Well Service Co., LP (“Tall City”), a Company controlled by Joel Solis, entered into a Standby Retainer, Consulting and Services Agreement and a 10 % Secured Convertible Debenture with the Company. As a result of the Business Combination, the 10 % Secured Convertible Debenture was repaid. ​ NOTE 10: OTHER CURRENT LIABILITIES The following table presents the components of other current liabilities as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Royalty payable – ONRR ​ $ 27,896 ​ $ 45,059 Installment agreement – ONRR ​ 19,681 ​ — Total other current liabilities ​ $ 47,577 ​ $ 45,059 ​ ​ NOTE 11. ASSET RETIREMENT OBLIGATIONS The Company has a number of oil and gas wells in production and will have AROs that will be settled once the wells are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells and site restoration. AROs associated with the retirement of tangible long-lived assets are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The fair value of AROs is recognized at the date a new well is completed or the acquisition date of the working interest. The cost of the tangible asset, including the asset retirement cost, is depleted over the life of the asset. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at the Company’s credit-adjusted risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of AROs change, an adjustment is recorded to both the ARO and the long-lived asset. Revisions to estimated AROs can result from changes in retirement cost estimates including revisions to estimated inflation rates, revisions to estimated discount rates and changes in the estimated timing of abandonment. The Company used the following inputs in its calculation of its asset retirement obligations. ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ Inflation rate ​ 3.873 % 3.087 % Discount factor 10.0 % 10.0 % Estimated asset life 4 – 50 years 11  –  50 years ​ F-25 New Era Helium Inc. Notes to Audited Consolidated Financial Statements The following table shows the change in the Company’s ARO liability for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ Asset retirement obligations, January 1, 2023 $ 5,485,915 Liabilities incurred ​ 85,802 Liabilities sold ​ ( 3,510,966 ) Change in estimates ​ ( 497,407 ) Accretion expense ​ 91,624 Asset retirement obligations, December 31, 2023 ​ ​ 1,654,968 Liabilities sold ​ ( 26,780 ) Liabilities settled ​ ( 28,087 ) Change in estimates ​ 435,067 Accretion expense ​ 162,896 Asset retirement obligations, December 31, 2024 ​ $ 2,198,064 ​ The liabilities sold during the year ended December 31, 2024 represented the asset retirement obligations associated with certain properties located in Chaves County, New Mexico that were assigned to Earnest Producing Corporation by the Company. (See NOTE 9. RELATED PARTY TRANSACTIONS) ​ NOTE 12. EQUITY Reorganization Agreement and Plan Share Exchange and Issuance of Shares Preferred stock - The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $ 0.0001 per share. As of December 31, 2024 and 2023, there were no shares of preferred stock issued and outstanding. Common stock - The Company is authorized to issue 70,000,000 shares of common stock with a par value of $ 0.0001 per share. As of December 31, 2024, there were 13,165,152 shares issued and 12,990,794 shares outstanding. As of December 31, 2023, there were 6,421,829 shares of common stock issued and outstanding. Each share of Common Stock has one vote and has similar rights and obligations. As a result of the Business Combination, the Company recognized stock-based compensation related to the sale of ROCL Founder Shares to certain ROCL initial stockholders and independent directors. The fair value of the 167,234 shares sold to the ROCL initial stockholders and independent directors was approximately $ 788,900 , or $ 4.72 per share and was recorded in general and administrative expenses the consolidated statement of operations for the year ended December 31, 2024. The Company recognized stock-based compensation related to the transfer of 550,000 ROCL Founder Shares to ATW pursuant to the Equity Purchase Facility Agreement. The fair value of the ROCL Founder Shares was approximately $ 5,181,000 , or $ 9.42 per share and was recorded in debt discount in the consolidated balance sheet at December 31, 2024. The Company recognized stock-based compensation related to the issuance of 575,000 shares of common stock of the combined company pursuant to the advisory agreement. The fair value of the advisory shares was approximately $ 5,681,000 , or $ 9.88 per share and was recorded in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2024. Warrants – As part of ROCL’s initial public offering (“IPO”), ROCL issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 11.50 per share (“the Public Warrants”). Simultaneously with the closing of the IPO, ROCL completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $ 11.50 per share (the “Private Warrants”). As of December 31, 2024, there are 5,750,000 Public Warrants and 230,750 Private Warrants outstanding. Also, on December 6, 2024, the Company and an institutional investor (the “Warrant Investor”) entered into a securities purchase agreement (the “Warrant Purchase Agreement”) pursuant to which the Company issued and sold to the Investor warrants to purchase up to $ 30,000,000 shares of Common Stock (the “Warrant Shares”) comprised of two tranches, (a) a warrant to purchase up to $ 10,000,000 shares of Common Stock (the “First Tranche Warrant”) and (b) a warrant to purchase up to $ 20,000,000 shares of Common Stock (the “Second Tranche Warrant” and together with the First Tranche Warrant, the “ATW Warrants”). The ATW Warrants may be exercised F-26 New Era Helium Inc. Notes to Audited Consolidated Financial Statements on any day on or after December 6, 2024, in whole or in part at an initial exercise price of $ 10.00 per share (the “Exercise Price”), subject to certain adjustments as provided in the applicable Warrant. The number of Warrant Shares issuable upon exercise of First Tranche Warrant is equal to the quotient of (i) the product of (x) $ 10 million minus any amount previously paid to exercise the Warrants and (y) multiplied by 110 %, and (ii) divided by the Exercise Price then in effect. Currently, the number of Warrant Shares issuable upon exercise of the First Tranche Warrant is equal to 1,100,000 , assuming an Exercise Price of $ 10 . The number of Warrant Shares issuable upon exercise of Second Tranche Warrant is equal to 2,140,000 , subject to certain adjustments. The Company has analyzed the Public Warrants, Private Warrants, and ATW Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480 or ASC 815. NOTE 13. INCOME TAXES The Company files a consolidated federal income tax return and various state income tax returns. The amount of income taxes the Company records requires the interpretation of complex rules and regulations of federal and state taxing jurisdictions. The components of the Company’s consolidated provision for income taxes from operations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 Current provision for income taxes: ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ — ​ — Total Current provision for income taxes ​ $ — ​ $ — Deferred income tax benefit: ​ ​ ​ Federal ​ $ 515,428 ​ $ ( 515,428 ) State ​ 93,072 ​ ( 93,072 ) Total Deferred income tax benefit ​ $ 608,500 ​ $ ( 608,500 ) Total provision for income taxes ​ $ 608,500 ​ $ ( 608,500 ) ​ The Company and its subsidiaries are subject to income taxes on income arising in, or derived from, the tax jurisdictions in which they operate. The Company files federal and New Mexico income tax returns. The Company is current with all its federal and state tax filings. The 2023 through 2024 tax years generally remain subject to examination by the IRS and various state taxing authorities, although the Company is not currently under examination in any jurisdiction. ​ A reconciliation of the U.S. federal statutory rate to the Company’s effect income tax rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Year Ended ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Tax statutory rate ​ ​ 21.0 % ​ 21.0 % Income tax benefit at the federal statutory rate ​ $ ( 2,766,516 ) ​ $ ( 125,655 ) ​ Change in entity tax status* ​ — ​ ( 1,088,171 ) ​ Change in tax rates ​ ​ ( 21,329 ) ​ ​ — ​ Nondeductible expenses ​ 1,232,605 ​ 628,016 ​ Return-to-provision adjustment ​ 16,729 ​ — ​ State taxes, net of federal benefit ​ ( 340,455 ) ​ — ​ Change in valuation allowance ​ ​ 2,487,466 ​ ​ — ​ Other ​ ​ — ​ ​ ( 22,690 ) ​ Income tax benefit ​ $ 608,500 ​ $ ( 608,500 ) ​ Effective income tax rate ​ ​ ( 4.6 ) % ​ 101.7 % * See NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION F-27 New Era Helium Inc. Notes to Audited Consolidated Financial Statements GAAP requires deferred income tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Significant components of net deferred tax assets (liabilities) at December 31, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Deferred tax assets : ​ ​ ​ ​ ​ ​ Depreciation and depletion on oil and gas assets ​ $ 691,341 ​ $ 466,890 Stock based compensation ​ ​ 311,178 ​ ​ — Net operating loss carryforwards ​ 1,494,132 ​ 154,976 Total deferred tax assets ​ $ 2,496,651 ​ $ 621,866 Deferred tax liabilities: ​ ​ ​ Prepaid expenses ​ $ ( 4,564 ) ​ $ ( 6,178 ) Other PPE depreciation ​ ( 4,621 ) ​ ( 7,188 ) Total deferred tax liabilities ​ $ ( 9,185 ) ​ $ ( 13,366 ) Net Deferred tax assets (liabilities) ​ $ 2,487,466 ​ $ 608,500 Valuation allowance ​ ​ ( 2,487,466 ) ​ ​ — Net ​ $ — ​ $ 608,500 ​ A valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, we use estimates and judgment regarding our future taxable income, and we consider the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include our current financial position, our results of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as the current and forecasted business economics of our industry. The Company recorded a valuation allowance of $ 2,487,466 and $ 0 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the Company has $ 6,005,503 and $ 625,104 federal net operating losses. The remaining net operating losses are subject to the 80% taxable income limitation. As of December 31, 2024 and 2023, the Company has $ 6,005,503 and $ 625,104 state net operating losses. When more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of net operating loss carry forwards in the years following the change in ownership. In December 2024, the Company issued common stock to various parties in connection with the business combination. A Section 382 ownership study has not been completed yet. The management will continue to evaluate the occurrence of ownership change and the impact on utilization of prior year NOL. We have evaluated whether there were material uncertain tax positions requiring recognition in our financial statements. During the period of 2023 to 2024, the Company recognized $ 0 uncertain tax liability. NOTE 14. EARNINGS PER SHARE AND MEMBERS’ UNIT The Company calculated net income/(loss) per share using the treasury stock method. The table below sets for the computation of basic and diluted net income/(loss) per share for the period presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2024 ​ 2023 Net income (loss) ​ $ ( 13,782,384 ) ​ $ 10,145 Basic weighted average common shares outstanding ​ 12,985,830 ​ 6,080,372 Diluted weighted average common shares outstanding ​ — ​ — Basic and diluted weighted average common shares outstanding ​ 12,985,830 ​ 6,080,372 Basic and diluted net income (loss) per share ​ $ ( 1.06 ) ​ $ 0.00 ​ ​ F-28 New Era Helium Inc. Notes to Audited Consolidated Financial Statements NOTE 15. COMMITMENTS AND CONTINGENCIES ​ Environmental Matters The Company, as a lessee of oil and gas properties, is subject to various federal, provincial, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. There can be no assurance, however, that current regulatory requirements will not change, or past noncompliance with environmental laws will not be discovered on the Company’s properties. Irrevocable Standby Letter of Credit and Promissory Note On September 24, 2020, the Company entered into an irrevocable standby letter of credit (“LOC”) and a promissory note with West Texas National Bank in the amount of $ 25,000 with variable interest initially of 4.25 % per annum and maturing on December 24, 2021 . No amount was drawn down under this LOC up to the date it was amended on October 29, 2021. On October 29, 2021, the Company entered into an amendment of the LOC a new promissory note, increasing the amount to $ 425,000 with variable interest initially of 4.25 % per annum and maturing on September 29, 2025. On January 1, 2022, and March 29, 2022, the LOC was amended, and new promissory notes were executed increasing the amount to $ 650,000 and $ 920,000 , respectively. As of December 31, 2024, and December 31, 2023, no amount was drawn down under the LOC. NOTE 16: REVENUES The following table presents the revenue by type as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2024 ​ 2023 Natural gas ​ $ 1,336,137 ​ $ 1,480,319 Less gathering and processing ​ ( 1,084,325 ) ​ ( 1,176,975 ) Natural gas, net ​ 251,812 ​ 303,344 NGL ​ 254,172 ​ 147,877 Oil ​ 26,796 ​ 160,971 Total Revenue, net ​ ​ 532,780 ​ ​ 612,192 ​ ​ F-29 New Era Helium Inc. Notes to Audited Consolidated Financial Statements NOTE 17. FAIR VALUE MEASUREMENTS The Company accounts for certain liabilities at fair value and classifies these liabilities with the fair value hierarchy. Our asset retirement obligation liabilities are measured at fair value on a non-recurring basis. Assets, liabilities, and expenses subject to fair value measurements are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 Level 1 Level 2 Level 3 Total Asset: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity facility derivative asset ​ $ — ​ $ — ​ $ 16,999 ​ $ 16,999 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ARO liabilities ​ $ — ​ $ — ​ $ 2,198,064 ​ $ 2,198,064 Assignment of interest in certain properties ​ $ — ​ $ — ​ $ 166,449 ​ $ 166,449 Embedded derivative liability ​ $ — ​ $ — ​ $ 309,181 ​ $ 309,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ $ — ​ $ — ​ $ 6,893,650 ​ $ 6,893,650 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ Liability: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ARO liabilities ​ $ — ​ $ — ​ $ 1,654,968 ​ $ 1,654,968 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ $ — ​ $ — ​ $ 2,499,000 ​ $ 2,499,000 ​ The properties assigned were valued at $ 166,449 , the fair market value on the effective date of the assignment. The Company determined fair market value using various economic parameters including annual cash flows, discounted future net revenues, and return on investment. (See NOTE 9. RELATED PARTY TRANSACTIONS) For the years ended December 31, 2024 and 2023, the shares issued in the stock-based compensation were valued at the fair market values on the grant date using the share price of common stock sold to investors approximately 30 days from the grant date and the fair market value on the grant date, respectively. The carrying value of cash and cash equivalents, trade receivable, prepaid and other current assets, due from related parties, accounts payable, accrued liabilities, due to related party, and other current liabilities, as reflected in the consolidated balance sheets, approximate fair value, due to the short-term maturity of these instruments. The carrying value of notes payable approximates their fair value due to immaterial changes in market interest rates. There was no equity facility derivative asset and no embedded derivative liability as of December 31, 2023. The equity facility derivative asset and the embedded derivative liability were valued using a Monte Carlo model. The following table provides quantitative information regarding Level 3 fair value measurements for the embedded derivative as of December 6, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity Facility Embedded ​ ​ Derivative Asset ​ Derivative Liability ​ ​ December 6, 2024 December 6, 2024 ​ Conversion price ​ $ — ​ $ 10.00 ​ Share price ​ $ 9.88 ​ $ 9.88 ​ Volatility ​ 29.0 % 28.0 % Probability of default ​ — ​ 41.0 % Risk-free rate ​ 4.23 % 4.08 % Dividend yield ​ — ​ — ​ ​ ​ F-30 New Era Helium Inc. Notes to Audited Consolidated Financial Statements NOTE 18. SUBSEQUENT EVENTS Limited Liability Company Agreement On January 21, 2025, the Company entered into a Limited Liability Company Agreement (the “LLC Agreement”) with SharonAI for the creation of Texas Critical Data Centers LLC, a Delaware limited liability company and joint venture of the Company and SharonAI (the “Joint Venture”). Pursuant to the terms of the LLC Agreement, the purpose of the Joint Venture is to engage in (i) the purchase, building, and development of a site in Texas with an initial 250 MW gas-fired power plant and corresponding data center, and (ii) the operation of this site and (iii) any and all lawful activities necessary or incidental thereto. Each of the Company and SharonAI has contributed $ 75,000 to the Joint Venture and have a 50 % membership interest in the Joint Venture, constituting the initial members of the Joint Venture. So long as a Member holds a membership interest in the Joint Venture, such Member may not withdraw or resign as a member prior to the dissolution and winding up of the Joint Venture, and any such withdrawal or resignation or attempted withdrawal or resignation will be null and void. Members are required to make additional capital contributions (each, an “Additional Capital Contribution”) as set forth in the LLC Agreement, and failure to make Additional Capital Contributions in accordance with the terms of the LLC Agreement entitle the non-defaulting Member to institute proceedings against the non-contributing Member (“Non-Contributing Member”), purchase such Non-Contributing Member’s membership interest, or force a sale of such Non-Contributing Member’s membership interest. No Member may transfer all or any portion of its membership interest without the written consent of the other Member unless such transfer is made pursuant to a Non-Contributing Member’s failure to make Additional Capital Contributions as set forth in the LLC Agreement. New Members of the Joint Venture may be admitted from time to time pursuant to the terms of the LLC Agreement. No real or personal property of the Joint Venture will be deemed to be owned by any of its Members individually and will be owned by, and title will be vested solely in, the Joint Venture. Each fiscal year, net income and net loss will be allocated amongst the Members pro rata in accordance with their membership interests in the Joint Venture. Distributions of the Joint Venture, following allowance for payment of Joint Venture obligations then due and payable, will be made to the members on at least a quarterly basis (unless the Board and members unanimously agree otherwise), pro rata in accordance with the Members’ percentage interests in the Joint Venture.  Senior Secured Convertible Promissory Note On January 16, 2025 (the “Issuance Date”), following the effectiveness of the Company’s Registration Statement on Form S-1, as amended, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2024, and pursuant to the terms of the EPFA, the Company issued another Senior Secured Convertible Promissory Note (the “Subsequent Note”) to the Investor in an aggregate principal amount of $ 3.0 million for an aggregate purchase price of $ 2.79 million after giving effect to a 7 % original issue discount. The Subsequent Note is for a term of 15 months from the Issuance Date. Commencing on the ninetieth (90th) day following the Issuance Date and continuing on the same day of each successive calendar month until the entire outstanding principal amount has been repaid, the Company is required to make monthly payments to the holder of the Subsequent Note (the “Holder”). Each monthly payment will be in an amount equal to the sum of (i) one twelfth (1/12) of the initial aggregate principal of the Subsequent Note and all other notes issued pursuant to the EPFA, plus (ii) accrued and unpaid under the Subsequent Note as of each payment date. Interest accrues on the outstanding principal balance hereof at an initial annual rate equal to 10 % (“Interest Rate”), which Interest Rate will increase to an annual rate of 18 % upon the occurrence of an Event of Default (as defined in the Subsequent Note). Conversion Rights. Conversion at Option of Holder. The Subsequent Note is convertible into shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) at the option of the Investor at an initial conversion price of $ 10.00 per share (the “Conversion Price”). Subject to certain exceptions outlined in the Subsequent Note, including, but not limited to, equity issuances in connection with its equity incentive plan and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, Common Stock, at an effective price per share less than the Conversion Price of the Subsequent Note then in effect, the Conversion Price will be reduced to equal the effective price per share in such dilutive issuance. The Conversion Price is also subject to a downward adjustment if an Event of Default occurs. The Conversion Price is subject to an initial floor price (the “Floor Price”) of $ 0.7176 per share of Common Stock; however, beginning on July 15, 2025 and on the same day of every six (6) months thereafter (each, a “Floor Price Reset Date”), the Floor Price will be reduced to 20 % of the average volume weighted average price of the Common Stock for such trading day on the primary market of the Common Stock during F-31 New Era Helium Inc. Notes to Audited Consolidated Financial Statements regular trading hours as reported by Bloomberg L.P. (the “VWAP”) during the five (5) trading days immediately prior to such Floor Price Reset Date. Additionally, the Company may reduce the Floor Price to any amount set forth in a written notice to the Holder, provided that any such reduction will be irrevocable and will not be subject to increase thereafter. The Company may prepay the Subsequent Note at its option, upon thirty (30) business days written notice, by paying a 10 % redemption premium. Redemption Rights. At any time, the Company may redeem in cash all, or any portion, of the Subsequent Note, in an amount equal to the outstanding principal balance being redeemed, plus a 10 % premium in respect of such principal amount, plus all accrued and unpaid interest, if any, on such principal amount. Event of Default Conversion . From and after the occurrence of an Event of Default, the Holder may elect to convert the Subsequent Note into shares of the Common Stock at the “Event of Default Conversion Price,” which is equal to the lower of: ● The Conversion Price then in effect; and ● 90 % of the lowest VWAP of the Common Stock during the ten (10) consecutive trading days immediately prior to the date on which we received written notice of such conversion from such holder, subject to the Floor Price. Limitations on Conversion . A Holder shall not have the right to convert any portion of the Subsequent Note to the extent that, after giving effect to such conversion, the Holder (together with its related parties) would beneficially own in excess of 4.99 % (the “Maximum Percentage”) of shares of our Common Stock outstanding immediately after giving effect to such conversion. The Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99 %, at the option of the Holder, except that any increase will only be effective upon 61 days’ prior written notice to the Company. Amended and Restated Equity Purchase Facility Agreement On February 21, 2025, the Company and the Investor entered into an Amended and Restated Equity Purchase Facility Agreement (the “ A&R EPFA ”), which amends and restates the Existing EPFA in its entirety. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the A&R EPFA. The A&R EPFA provides, among other things, that for so long as any amount remains outstanding under the Promissory Notes, if the Company submits an Advance Notice (as defined in the A&R EPFA), then the aggregate purchase price owed to the Company from such Advance Notice (the “ Advance Proceeds ”) shall be paid by the Investor to the Company and used by the Company in accordance with Section 7.15 of the A&R EPFA; provided, however , that any such Advance Notice that is submitted during any thirty (30) calendar day period preceding the date on which the Company is required to make a monthly payment pursuant to Sections 1(b) and 1(d) of the Promissory Notes (each such payment, a “ Note Payment ”), then without the prior written consent of the Investor, the Company may only submit such Advance Notice, if the Advance Proceeds are paid by the Investor by offsetting the amount of the Advance Proceeds against the full amount of the applicable Note Payment (first towards accrued and unpaid interest, then towards Payment Premiums (as defined in the Promissory Notes) (if applicable), and then towards outstanding principal), with any remaining Advance Proceeds to be paid by the Investor in cash to the Company and used by the Company in accordance with Section 7.15 of the A&R EPFA. Furthermore, if there is any default under the Promissory Notes, the Company may only submit an Advance Notice with the prior consent of the Investor. F-32 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Under the terms of the A&R EPFA, the price per Advance Share (as defined in the A&R EPFA) is set at the product obtained by multiplying the market price by 95 %. In the event of a Regular Purchase Pricing Period (as defined in the A&R EPFA), the Company may elect to set the minimum price per Advance Share (the “ Minimum Acceptable Price ”) for such Advance Notice, however, if no Minimum Acceptable Price is selected, the Minimum Acceptable Price will automatically be set at a price equal to the Floor Price (as defined in the A&R EPFA) then in effect multiplied by 105.3 %. In the event of an Accelerated Purchase Pricing Period (as defined in the A&R EPFA), the Minimum Acceptable Price shall always equal the Floor Price then in effect multiplied by 105.3 %. Each trading day during a Pricing Period (as defined in the A&R EPFA) that is an Excluded Day (as defined in the A&R EPFA), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by (i) in the event of a Regular Purchase Pricing Period, one-third for each such Excluded Day, (ii) in the event of an Accelerated Purchase Pricing Period, (A) with respect to an Equity Condition Excluded Day (as defined in the A&R EPFA), 100 % or (B) with respect to a MAP Excluded Day (as defined in the A&R EPFA), 16 % for each MAP Event (as defined in the A&R EPFA) in the applicable Accelerated Purchase Pricing Period. The A&R EPFA also provides that in no event may the Purchase Price be lower than the Floor Price then in effect and the Company may not submit an Advance Notice, without the consent of the Investor, if the market price of the Company’s common stock immediately prior to submission is lower than 120 % of the Floor Price then in effect. Pursuant to the terms of the A&R EPFA, the Floor Price is currently set at $ 0.7176 per Common Share, which is equal to 20 % of the average five-day VWAP of the Common Shares on January 15, 2025, which is the date the Company’s resale registration statement on Form S-1 was declared effective. The A&R EPFA further provides that, beginning on July 15, 2025 and on the same day of every six (6) months thereafter (each, a “ Floor Price Reset Date ”), the Floor Price shall be adjusted (downwards only) to 20 % of the average VWAP of the common stock during the five (5) trading days immediately prior to such Floor Price Reset Date. Notwithstanding the foregoing and subject to the rules and regulations of the Nasdaq Stock Market LLC, the Company may reduce the Floor Price then in effect to any amount set forth in a written notice to the Investor; provided that such reduction shall be irrevocable and shall not be subject to increase thereafter. Letter of Intent On February 27, 2025, the Company issued a press release announcing its intention, along with its joint venture partner, Sharon AI, Inc., to acquire a 200-Acre Site for 250MW Net-Zero AI Data Center in the Permian Basin. Notice of Delisting On March 4, 2025, the Company received a letter from Nasdaq (the “Notice”) which notified the Company that, for 30 consecutive business days, the Company’s market value of listed securities (“MVLS”) closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until September 2, 2025 (the “MVLS Compliance Period”), to regain compliance with the MVLS Rule. The Notice notes that, to regain compliance, the Company’s MVLS must close at or above $50,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. The Notice further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. ​ Share Issuances ​ The Company issued the following shares under the EPFA: ● 800,000 shares issued on January 22, 2025, at approximately $ 2.64 per share for an aggregate of $ 2,112,800 . ● 15,000 shares issued on January 31, 2025, at approximately $ 2.67 per share for an aggregate of $ 40,042 . ● 20,000 shares issued on February 25, 2025, at approximately $ 2.28 per share for an aggregate amount of $ 45,600 . The Company also issued 125,000 shares on February 6, 2025. These shares were approved by the Board of Directors on January 14, 2025 related to work performed during 2024. ​ F-33 New Era Helium Inc. Notes to Audited Consolidated Financial Statements NOTE 19. SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES (UNAUDITED) The Company only has one reportable operating segment, which is oil and natural gas development, exploration and production in the United States. See the Company’s accompanying consolidated statements of operations for information about results of operations for oil and natural gas producing activities. Net Capitalized Costs The table below reflects the capitalized costs of the Company’s oil and natural gas properties and the related accumulated depletion: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 Proved oil and natural gas properties $ 6,933,071 $ 6,368,179 Unproved oil and natural gas properties ​ — ​ — Total proved and unproved oil and natural gas properties ​ 6,933,071 ​ 6,368,179 Less accumulated depletion and impairment ​ ( 6,142,978 ) ​ ( 5,426,488 ) Net capitalized cost $ 790,093 $ 941,691 ​ Cost Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development The following table reflects costs incurred in oil and natural gas property acquisition, development, and exploratory activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 Acquisition costs: ​ ​ ​ ​ ​ ​ Property acquisitions – proved $ 2,526 $ 1,169,882 Property acquisitions – unproved ​ — ​ — Exploration costs ​ — ​ — Development costs ​ 171,615 ​ — ARO liabilities incurred and change in estimates, net ​ 583,981 ​ ( 411,605 ) Total $ 758,122 $ 758,277 ​ Results of Operations From Oil and Natural Gas Producing Activities The follow table reflects the Company’s results of operations for oil and natural gas producing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 Revenues, net $ 532,780 $ 612,192 Less: ​ ​ ​ ​ ​ ​ Lease operating expense ​ 1,179,728 ​ 1,332,548 Depletion ​ 716,491 ​ 767,401 Accretion of discount on asset retirement obligations ​ 162,896 ​ 91,624 Results of operations from oil and natural gas producing activities $ ( 1,526,335 ) $ ( 1,579,381 ) ​ The depletion rate used for the years ended December 31, 2024 and 2023 were $ 0.77 per Mcfe and $ 0.90 per Mcfe, respectively. Oil and Natural Gas Reserves Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon the 12- month average price calculated as the unweighted arithmetic average of the first-day-of-the-month price for each of the twelve months prior to the end of the reporting period. These prices as of December 31, 2024, 2023, and 2022 were $ 75.48 , $ 78.22 , and $ 93.67 per barrel for oil and $ 2.13 , $ 2.64 , and $ 6.36 per MMBtu for natural gas, respectively. The estimated realized prices used in computing the Company’s reserves as of December 31, 2024, were as follows: (i) $ 48.73 per barrel of oil, (ii) $ 30.19 per barrel of NGL, (iii) $ 1.32 per Mcf of natural gas. The estimated realized prices used in computing the Company’s reserves as of December 31, 2023, were as follows: (i) $ 37.40 per barrel of oil, (ii) $ 31.29 per barrel of F-34 New Era Helium Inc. Notes to Audited Consolidated Financial Statements NGL, (iii) $ 1.97 per Mcf of natural gas. The estimated realized prices used in computing the Company’s reserves as of December 31, 2022, were as follows: (i) $ 93.67 per barrel of oil, (ii) $ 37.47 per barrel of NGL, (iii) $ 5.23 per Mcf of natural gas. The prices were held constant and adjusted for gravity, heating value, quality, transportation, and marketing. The proved reserve estimates as of December 31, 2024, 2023, and 2022 were prepared by MKM Engineering, independent reservoir engineers, and reflect the Company’s current development plans. All estimates of proved reserves are determined according to the rules prescribed by the SEC in existence at the time the estimates were made. These rules require that the standard of “reasonable certainty” be applied to proved reserve estimates, which is defined as having a high degree of confidence that the quantities will be recovered. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as more technical and economic data becomes available, a positive or upward revision or no revision is much more likely than a negative or downward revision. Estimates are subject to revision based upon a number of factors, including many factors beyond the Company’s control, such as reservoir performance, prices, economic conditions, and government restrictions. In addition, results of drilling, testing, and production subsequent to the date of an estimate may justify revision of that estimate. Reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. Estimating quantities of proved oil and gas reserves is a complex process that involves significant interpretations and assumptions and cannot be measured in an exact manner. It requires interpretations and judgment of available technical data, including the evaluation of available geological, geophysical, and engineering data. The accuracy of any reserve estimate is highly dependent on the quality of available data, the accuracy of the assumptions on which they are based upon, economic factors, such as oil and gas prices, production costs, severance and excise taxes, capital expenditures, workover and remedial costs, and the assumed effects of governmental regulation. The meaningfulness of reserve estimates is highly dependent on the accuracy of the assumptions on which they were based. In general, the volume of production from oil and gas properties the Company owns declines as reserves are depleted. Except to the extent the Company conducts successful exploration and development activities or acquires additional properties containing proved reserves, or both, the Company’s proved reserves will decline as reserves are produced. As the Company’s reserve profile is predominantly natural gas, an equivalent mcf is used in the table below. The conversion is calculated by multiplying the oil and NGL barrels by six to arrive at an equivalent mcf. This calculation is based on one barrel of crude oil having approximately the same energy content as six mcf of gas. F-35 New Era Helium Inc. Notes to Audited Consolidated Financial Statements The following table reflects changes in proved reserves during the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Oil NGL Gas ​ ​ ​ (Bbl) ​ (Bbl) ​ (Mcf) ​ (Mcfe) Proved reserves on December 31, 2021 — — 16,639,110 16,639,110 Discoveries and extensions 94,390 4,232,200 38,137,000 64,096,540 Purchase of reserves in place — — — — Sale of reserves in place — — — — Revisions of previous estimates 1,421 3,148 9,832,279 9,859,690 Production ( 1,421 ) ( 3,148 ) ( 1,112,169 ) ( 1,139,580 ) Proved reserves on December 31, 2022 94,390 4,232,200 63,496,220 89,455,760 Discoveries and extensions 10,590 232,500 3,345,420 4,803,960 Purchase of reserves in place 21,230 11,340 638,590 834,010 Sale of reserves in place ( 12,840 ) — ( 4,047,390 ) ( 4,124,430 ) Revisions of previous estimates 51,716 ( 601,905 ) ( 4,520,875 ) ( 7,822,014 ) Production ( 2,076 ) ( 2,285 ) ( 830,145 ) ( 856,306 ) Proved reserves on December 31, 2023 163,010 3,871,850 58,081,820 82,290,980 Discoveries and extensions ​ — ​ — ​ — ​ — Purchase of reserves in place ​ — ​ — ​ — ​ — Sale of reserves in place ​ ( 49,000 ) ​ — ​ ( 5,000 ) ​ ( 302,000 ) Revisions of previous estimates ​ ( 72,505 ) ​ 279,439 ​ 3,196,695 ​ 4,441,299 Production ​ ( 325 ) ​ ( 4,379 ) ​ ( 903,985 ) ​ ( 932,209 ) Proved reserves on December 31, 2024 ​ 41,180 ​ 4,146,910 ​ 60,369,530 ​ 85,498,070 Proved developed reserves at: December 31, 2021 — — 16,639,110 16,639,110 December 31, 2022 94,390 — 29,711,410 30,277,750 December 31, 2023 163,010 — 28,527,300 29,505,360 December 31, 2024 41,180 — 29,628,600 29,875,650 Proved undeveloped reserves at: ​ ​ December 31, 2021 — — — — December 31, 2022 — 4,232,200 33,784,810 59,178,010 December 31, 2023 — 3,871,850 29,554,520 52,785,620 December 31, 2024 — 4,146,910 30,740,930 55,622,420 ​ The Company’s Proved Undeveloped Reserves included 80 drilling locations at December 31, 2024 and 2023, 91 drilling locations at December 31, 2022, and no locations at December 31, 2021. The reduction in drilling locations at December 31, 2023 were a result of delays in the Company’s drilling program. All of the locations at December 31, 2022 were added primarily due to the planned acquisition, construction, and installation of a gas processing facility and a gathering system which made these wells economic. In addition, through the Company’s planned efforts to raise capital through project and equity financing, and expected future cash flows from operations, the Company expects to be able to fund the drilling of these locations and complete the drilling within 5 years . None of these locations are added or removed as a result of changes in prices or costs. The amounts included in Discoveries and Extensions during 2022 were primarily related to inclusion of the proved undeveloped locations described in the above paragraph. The amounts included in Discoveries and extensions in 2023 were primarily related to behind pipe opportunities as a result of further property evaluations conducted during 2023. F-36 New Era Helium Inc. Notes to Audited Consolidated Financial Statements Positive revisions of previous estimates of 6,827,110 Mcfe during 2021 related to a $ 1.07 per Mcf increase in natural gas prices and positive revision of 579,444 Mcfe related to well performance. Positive revisions of previous estimates of 9,539,800 Mcfe during 2022 were related to a $ 3.39 per Mcf increase in natural gas prices well performance, and positive revisions of 319,893 Mcfe related to well performance. Negative revisions of previous estimates of 7,787,700 Mcfe during 2023 resulted from removal of proved undeveloped locations due to a delay in the start of operations of the Pecos Slope Gas Plant, negative revisions of 163,100 Mcfe related to pricing, partially offset by positive revisions of 128,786 Mcfe related to well performance. Positive revisions of previous estimates of 4,441,309 Mcfe during 2024 related to a 3,134,000 positive revision primarily related to reduced operating related costs partially offset by $ 0.64 per Mcf decrease in natural gas prices and 1,307,309 Mcfe positive revision related to well performance Standardized Measure of discounted Future Net Cash Flows The following table reflects the Company’s standardized measure of discounted future net cash flows relating from its proved oil and natural gas reserves: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, ​ ​ 2024 ​ 2023 ​ 2022 Future cash inflows $ 207,127,260 $ 241,246,940 $ 494,920,870 Future production costs ​ ( 95,300,230 ) ​ ( 110,389,040 ) ​ ( 144,477,250 ) Future development costs* ​ ( 90,159,460 ) ​ ( 81,950,970 ) ​ ( 92,154,270 ) Future income tax expense ​ ( 12,600,170 ) ​ ( 17,221,680 ) ​ ( 70,254,330 ) Future net cash flows ​ 9,067,400 ​ 31,685,250 ​ 188,035,020 Discount to present value at 10 % annual rate ​ ( 19,263,060 ) ​ ( 30,927,340 ) ​ ( 140,187,170 ) Standardized measure of discounted future net cash flows $ ( 10,195,660 ) $ 757,910 $ 47,847,850 *Includes all estimated future costs that will be incurred to settle our asset retirement obligations The amount included in the above table for Discount to present value at 10 % annual rate in 2021 was a result of timing of settlements of asset retirement obligations as compared to timing of future cash inflows. The timing of the settlements of the asset retirement obligations primarily occurred much later in the reserve life and therefore are significantly discounted, while the high cash inflows occurred in the reserve life. The following table reflects the principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, ​ ​ 2024 ​ 2023 ​ 2022 Standardized measure of discounted future net cash flows, beginning of year ​ $ 757,910 ​ $ 47,847,850 ​ $ 101,640 Sales of oil and gas, net of production costs and taxes ​ 536,360 ​ 720,356 ​ ( 2,430,122 ) Net changes in prices and production costs ​ ( 17,169,560 ) ​ ( 73,270,210 ) ​ 14,288,740 Changes in future development costs ​ ( 13,980,180 ) ​ 10,118,660 ​ ( 388,690 ) Discoveries and extensions ​ — ​ 1,788,800 ​ 56,440,090 Revision in previous quantity estimates ​ 3.616.860 ​ ( 9,848,690 ) ​ 3,884,040 Previously estimated development costs incurred ​ — ​ — ​ — Purchase of minerals in place ​ — ​ 491,310 ​ — Sales of minerals in place ​ ( 265,930 ) ​ ( 3,463,350 ) ​ — Net change in income taxes ​ 1,724,880 ​ 18,397,390 ​ ( 26,021,070 ) Accretion of discount ​ 1,095,900 ​ 6,990,340 ​ 547,360 Changes in timing and other ​ 13,488,100 ​ 985,454 ​ 1,425,862 Standardized measure of discounted future net cash flows, end of year ​ $ ( 10,195,660 ) ​ $ 757,910 ​ $ 47,847,850 ​ The amounts included in Discoveries and Extensions during 2023 were related to behind pipe opportunities as a result of further property evaluations conducted during 2023. The amounts included in Discoveries and Extensions during 2022 were related to drilling locations that were added as described in the Oil and Natural Gas Reserves section above. ​ ​ ​ ​ F-37