What changed in this filing

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Item 9A. Controls and Procedures

2024-03-19 compared with 2023-03-31 · 1264 added, 547 removed, 87 unchanged (95% of the section changed)

22 unchanged sentences

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being

(i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the company;

(ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being

made only in accordance with authorizations of management and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

(iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a material effect on the financial statements.

37 unchanged sentences

in Internal Controls Over Financial Reporting

has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, whether any changes in our internal

control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Based on the evaluation we conducted, management has concluded that no such changes

have occurred.

our quarterly report on Form 10-Q/A for the three months ended March 31, 2023, filed with the SEC on June 16, 2023, we identified and

disclosed a material weakness related to our Form 10-Q for the three months ended March 31, 2023, as initially filed with the SEC on

May 15, 2023, that was not reviewed by an independent registered accounting firm as required by SEC rules following the resignation of

our previous independent registered accounting firm.

To remediate the material weakness, we engaged Ham, Langston & Brezina, L.L.P.

(“HL&B”) as our new independent registered accounting firm.

HL&B reviewed the Company’s financial statements

in its Form 10-Q/A for the three months ended March 31, 2023, filed with the SEC on June 16, 2023, and its Form 10-Qs filed with the

SEC on August 14, 2023 and November 14, 2023, as required by SEC rules.

Based on the engagement of HL&B and compliance with applicable

rules for each of these filings, we believe the implemented controls are operating effectively and the material weakness has been remediated

as of December 31, 2023.

There were no other changes in our internal control over financial reporting during the year ended December

31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

On March 30, 2023, the Company and the holder of the Company’s

convertible promissory note in the principal amount of $500,000 entered into an amendment pursuant to which the maturity date of the note

was extended to the earlier of May 31, 2023, or the closing of the Merger.

Insider Trading Arrangements

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

following table sets forth the name, age, position, and date of appointment of each of our directors and executive officers as of March

of Appointment

and Chief Executive Officer

Operating Officer and General Counsel

Kessler served as Executive Chairman of the Company from December 29, 2016, through November

24, 2020, when Mr.

Kessler resigned his position, but continued to serve as member of the Board of Directors.

On December 1, 2021,

Kessler was again appointed Executive Chairman of the Company.

Maatta has served as a member of the Board since May 25, 2011, serving as Chairman of the Board from February 5, 2016 through April

In addition, Mr.

Maatta served as the Company’s President and Chief Executive Officer from May 3, 2016 through November

24, 2020, as co-Chief Executive Officer from May 12, 2022 through July 8, 2022, and again as Chief Executive Officer beginning on

July 9, 2022.

of Audit Committee and Compensation Committee

Kessler – Executive Chairman

Kessler combines over 30 years of experience as an investor, financier and venture capitalist.

Kessler founded Bristol Capital

Advisors, LLC, a Los Angeles based investment advisor, where he has served as the Principal and Portfolio Manager from 2000 through the

Kessler has broad experience in operating, financing, capital formation, negotiating, structuring and re-structuring investment

transactions.

He is involved in all aspects of the investment process including identification and engagement of portfolio companies.

His investment experience encompasses both public and private companies.

Kessler has actively worked with executives and boards of

companies on corporate governance and oversight, strategic repositioning and alignment of interests with shareholders.

The Board believes

Kessler’s extensive experience make him uniquely qualified to serve as a director, and his extensive experience in matters

including capital formation, corporate finance, investment banking, operations, corporate governance, as well as his understanding of

capital markets, will provide a significant contribution to the growth of the Company.

Maatta – Director and Chief Executive Officer

Maatta served as EVP of The CW Television Network, prior to which he was the Chief Operating Officer of The CW Network.

From September

2005 through September 2006, Mr.

Maatta served as the Chief Operating Officer of The WB, a Warner Bros.

television network.

Operating Officer at The WB, Mr.

Maatta also served as The WB’s General Counsel.

Maatta is currently a director of Trader Vic’s,

Inc., a Polynesian-style restaurant chain, a position he has held since 1998.

Formerly, Mr.

Maatta was engaged in the practice of law,

and received a Bachelor of Arts in Government from the University of San Francisco in 1974, and a Juris Doctorate from the University

of California, Hastings College of the Law, in 1977.

Between 2013 and 2016 Mr.

Maatta served as the President of UNICEF for the Southern

California region, and is a current member of the UNICEF Southern California Board and the Chairman of the UNICEF Chinese Children’s

Maatta is also a member of the Southern California Board of the Asia Society.

The Board believes that Mr.

experience extensive experience make him uniquely qualified to serve as a director.

Sheikh – Chief Operating Officer and General Counsel

Sheikh has a background in logistics, emerging technologies (such as blockchain), crypto mining and cutting-edge law.

His expertise ranges

from the business and legal aspects of blockchain-based businesses and.

cryptocurrency mining operations.

He was admitted to the State

Bar of California on July 3, 2007 and received his Juris Doctorate from the University of California, Hastings College of the Law in

Prior, he studied Chemistry and History at the University of California, Los Angeles.

Breen - Director

Breen is an English qualified solicitor and was the Managing Director of the Sports and Entertainment Division of Bank Insinger de Beaufort

N.V., a wealth management organization and part of the BNP Paribas Group, one of the world’s largest banks.

Executive Officers and Corporate Governance

and Board of Directors

directors and executive officers and their ages as of March 15, 2024 are as follows:

Executive Officer and Director

Financial Officer

Vice President of Operations

Counsel and Secretary

Abbas(1)(2)(3)

Thoresen(1)(2)(3)

Member of the Audit Committee.

Member of the Compensation Committee.

Member of the Nominating and Corporate Governance Committee.

Hanna , has served as the President and has been a member of the Board of the Company since May 2023.

Hanna is a co-Founder

of Prairie LLC, a private U.S.

energy company from October 2022 to May 2023.

Hanna served on the board of directors of Crown Electrokinetics

CKRN), a publicly traded smart glass technology company, from March 2021 to October 2022.

served as the Chairman and Interim Chief Executive Officer of Rosehill Resources, Inc.

(“Rosehill”), a then publicly traded

independent oil and natural gas company focused on growing production and reserves in the core of the Delaware Basin, additionally, Rosehill

is a business combination between KLR Energy Acquisition Corp.

(“KLR SPAC”), a then publicly traded special purpose acquisition

company, and Tema Oil & Gas Company, from April 2017 to October 2020.

From 2015 to 2017, Mr.

Hanna was the Chairman, President and

Chief Executive Officer of KLR Group, LLC (“KLR”), a private full-service merchant bank focused on proprietary investment

opportunities throughout the energy industry.

From 2009 until its sale in June 2014, Mr.

Hanna was the Chairman, President and Chief

Executive Officer of EPL Oil and Gas, Inc., a then publicly-traded oil and natural gas exploration company that was acquired by Energy

XXI for $2.3 Billion.

Hanna has 40 years of management and board of director experience in the energy and service sectors, with a

primary focus in the Permian, Mid-Continent and GOM regions, with additional experience internationally in Southeast Asia, Mexico and

Hanna received a Bachelor’s of Business Administration Degree from the University of Oklahoma.

Kovalik has served as the Chief Executive Officer and Chair of the Board of the Company since May 2023.

Kovalik is the

co-Founder of Prairie LLC, a private U.S.

energy company, from October 2022 to May 2023.

Kovalik was the President and Chief

Operation Officer of Crown Electrokinetics Corp.

CKRN) from February 2021 to October 2022 and served on its board of

directors from December 2020 to October 2022.

Previously, Mr.

Kovalik was also a co-Founder of Prairie Partners Solar & Wind

LLC, a renewable energy investor in utility-scale solar and wind projects from May 2020 to February 2021.

Kovalik was the co-Founder and the Chief Executive Officer of KLR, a merchant bank focused on the energy sector from April 2012

through October 2020.

Kovalik also served as the Chief Executive Officer of Seawolf Water, a premier provider of water solutions

to the oil & gas industry, from September 2018 to April 2020 and the President of KLR SPAC, a special purpose acquisition

company, from 2016 to 2017, both of which were portfolio companies of KLR.

His expertise includes private and public offerings of

debt and equity, M&A and fund management.

While at KLR, Mr.

Kovalik led the creation of Rosehill, an independent oil & gas

company created through a merger of KLR SPAC with Tema Oil & Gas Company.

Prior to KLR, Mr.

Kovalik served as the Head of

Capital Markets at Rodman & Renshaw, the highest ranked PIPEs practice by deal volume in the U.S.

from 2005 to 2011.

served on multiple private and public boards of directors.

Owen has served as the Executive Vice President and Chief Financial Officer of the Company since May 2023 and as the Secretary

of the Company since June 2023.

Owen served as the Chief Financial Officer of Penn America Energy Holdings LLC, a private LNG

terminal development company, from June 2022 to October 2022 where he oversaw the financing initiatives for a proposed liquified

natural gas facility.

Owen provided financial consulting services to various public and private companies in the energy and

specialty construction industries from January 2021 to June 2022.

Prior to this, Mr.

Owen was Chief Financial Officer of Rosehill, a

then publicly traded independent oil and natural gas company focused on growing production and reserves in the core of the Delaware

Basin, from June 2017 through December 2020.

Prior to Rosehill, Mr.

Owen served as the Chief Financial Officer of Southwestern

Energy Company (NYSE:

SWN) (“Southwestern”), a natural gas exploration and production company, from October 2012 to June

2017 and as Southwestern’s Chief Accounting Officer from July 2008 to September 2012.

Prior to that, Mr.

Owen held numerous

positions with Anadarko Petroleum Corporation, a then publicly traded oil and natural gas exploration and production company, from

March 2001 to July 2008, finally serving as its Controller, Operations Accounting.

Owen has experience at PricewaterhouseCoopers

LLP from 1992 to 1994 and 1997 to 2001.

He also served in roles with Hilcorp Energy Company, a private oil and gas exploration and

production company, from 1994 to 1995, and Arco Pipe Line Company, an oil transportation company, from 1995 to 1997.

received a bachelor’s degree in accounting from Texas A&M University in 1992 and is a Certified Public Accountant (active)

Freeman has served as the Executive Vice President, Operations of the Company since May 2023.

Freeman served as the Senior Vice President

of Drilling and Completions at Rosehill from April 2017 to March 2020.

Prior to that, Mr.

Freeman served as Drilling and Operations Manager

at Tema Oil & Gas Company, a private oil and gas exploration company, from July 2016 until April 2017 and Production & Operation

Engineering Manager for SM Energy Company (NYSE:

SM), a publicly traded company engaged in hydrocarbon exploration, from July 2013 until

Before SM, Mr.

Freeman served as a Senior Production Engineer at Hess Corporation (NYSE:

HES), a publicly traded oil and gas

exploration and production company, from 2012 to 2013, and Chevron Corporation (NYSE:

CVX), a publicly traded, fully integrated energy

company, from 2006 to 2012.

Freeman began his career in the service sector in roles at Schlumberger Limited (NYSE:

SLB), a publicly

traded oil and gas services provider company, from 2004 to 2006, and Weatherford International plc (Nasdaq:

WFRD), a publicly traded

oilfield service company, from 2001 to 2004.

Freeman received a Bachelor’s of Science and Masters of Science in Engineering

from the University of Texas in 2001 and 2012, respectively.

Sweeney has served as our Executive Vice President, General Counsel and Corporate Secretary since July 2023.

served as Senior Vice President, General Counsel and Secretary of Great Western Petroleum, LLC, a private oil and gas company, from

June 2018 until its sale to PDC Energy Inc.

Prior to that, Mr.

Sweeney served as Director, Assistant Secretary and

Associate General Counsel at Eclipse Resources Corp., a private oil and gas exploration company, from May 2013 to June 2018, and

held legal roles at Chesapeake Energy Corporation (NASDAQ:

CHK), a publicly traded oil and gas exploration company, from November

2010 to May 2013, and Rex Energy Corporation, a then publicly traded oil and gas exploration company, from April 2008 to November

Sweeney received his bachelor’s degree in Political Science from Case Western Reserve University in 1999 and juris

doctorate from the Thomas R.

Kline School of Law at Duquesne University in 2005.

Kessler has served as a director since March 2013.

Kessler previously served as Executive Chairman of the Company from December

2021 to May 2023 and from December 2016 through November 2020.

Kessler combines over 30 years of experience as an investor, financier

and venture capitalist.

Kessler founded Bristol Capital Advisors, LLC, a Los Angeles based investment advisor, where he

has served as the Principal and Portfolio Manager from 2000 through the present.

Kessler has broad experience in operating, financing,

capital formation, negotiating, structuring and re-structuring investment transactions.

He is involved in all aspects of the investment

process including identification and engagement of portfolio companies and structuring investments in these companies to maximize value

to shareholders.

His experience encompasses investment in both private and public companies.

Kessler has actively worked with executives

and boards of companies on corporate governance and oversight, strategic repositioning and alignment of interests with stockholders.

believe that Mr.

Kessler’s extensive experience in matters including capital formation, corporate finance, investment banking,

operations, corporate governance, as well as his understanding of capital markets, bring important and valuable skills to the Board.

Abbas has served as a director since May 2023.

Abbas currently serves on the board of directors of New York Independent System

Operator, Inc., Talen Energy Corp.

and Qenta, Inc.

Previously, he served as a member of the board of directors of Crown

Electrokinetics from March 2021 to October 2022, Aranjin Resources Ltd.

“FVVSF”) from May 2016 to February

2021 and Handeni Gold Inc.

from February 2012 to July 2017.

He has served as Principal at Direct Invest Development, an impact-focused,

sustainable real estate development company formed to mine value in disinvested urban communities, since December 2014.

a founding partner of the commodity investment business at Apollo Global Management (NYSE:

Previously, he was a Vice President

at The Goldman Sachs Group, Inc.

GS), where he invested successfully in the power, bio-fuels, metals & mining, and agriculture

Abbas began his finance career in the investment banking division at Morgan Stanley (NYSE:

MS), having previously been a

Senior Project Engineer on oil & gas construction projects for Exxon Mobil Corporation (NYSE:

XOM) and a Co-Op Power Engineer at

The Southern Company (NYSE:

Abbas holds a Bachelor’s of Science degree in Electrical Engineering from Auburn University

and a Master’s of Business Administration degree from the Kellogg School of Management at Northwestern University.

believe that Mr.

Abbas’ executive, financial and investment experience bring important and valuable skills to the Board.

Lee has served as a director since May 2023.

Lee is the co-founder of Renewa LLC, a private renewables real estate company and

has served as its co-Chief Executive Officer since February 2022.

Prior to Renewa, Mr.

Lee co-founded KLR in April 2012 and served

as a Partner and a Managing Member of the firm.

Prior to founding KLR, Mr.

Lee was a Director and co-Head of the Energy Investment

Banking team at Rodman & Renshaw.

Lee holds a bachelor’s degree in Economics from New York University.

believe that Mr.

Lee’s extensive experience in the corporate finance and energy industry bring important and valuable skills to

Gray has served as a director since May 2023.

Gray has served as the chief executive officer of First Idea International Ltd.,

a strategic advisory boutique, since he founded it in 2008.

Gray has also served as the chief executive officer of the Intelligent

Design Agency, a design firm, since he founded it 2018.

Gray established The Hideaway Entertainment, LLC, a financing and

production entertainment media company focused on motion picture, television, digital media, and technology, and has served as chief

executive officer since the company’s founding.

In addition, Mr.

was an equity partner with the law firm Clyde & Co, where he specialized in all aspects of sports and entertainment law.

also has extensive experience in event-based entertainment, having been responsible for the legal documentation relating to the world-famous

UK music awards known as the Brit Awards.

Breen holds an Honours LLB degree in law from the University College of Wales, Aberystwyth.

The Board believes Mr.

Breen’s extensive experience make him uniquely qualified to serve as a director.

term of office for directors is one year, or until his or her successor is duly elected and qualified.

Relationships

are no family relationships between any of our officers and directors.

board of directors consists of three persons, one of whom, Mr.

Breen, is “independent” as defined under the applicable NASDAQ

Kessler is a significant shareholder of the Company, and Mr.

Maatta is an executive officer of the Company, neither is independent.

Audit Committee was created on March 17, 2013.

Currently, the Audit Committee is comprised of Mr.

Breen who is the Chairman and an independent

The Audit Committee’s functions include:

selecting our independent registered public accountants;

reviewing the results

and scope of the audit and other services provided by our independent registered public accountants;

reviewing our financial statements

for each interim period and for our year end and our internal financial and accounting controls;

and recommending, establishing and monitoring

the Company’s disclosure controls and procedures.

The Company does not have an audit committee financial expert serving on its

audit committee in light of its size and the need to control administrative costs.

Compensation Committee was created on March 17, 2013.

Currently, the Compensation Committee is comprised of Mr.

Breen who is the Chairman

and an independent Director.

The Compensation Committee is responsible for establishing and administering our policies involving the

compensation of all of our executive officers and establishing and recommending to our Board the terms and conditions of all employee

and consultant compensation and benefit plans.

and Corporate Governance Committee

Nominating and Corporate Governance Committee was created on March 13, 2014.

The Nominating and Corporate Governance Committee reviews

and provides oversight with regard to the Company’s corporate governance related policies and procedures and also recommends nominees

to the Board and committees of the Board, develops and recommends to the Board corporate governance principles, and oversees the evaluation

of the Board and management.

board of directors has adopted a Code of Ethical Conduct that applies to all of our employees, officers and directors, including our

Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The code is available on our website,

www.creekroadminers.com.

Gray is the co-owner of Beauchamp Estates France, a division of

Beauchamp Estates International, which he founded in March 2005.

Gray served as the founder and chief executive officer of JG Events,

an international event management company, from its founding in 2003 until closing it in 2019.

Gray earned his Baccalauréat

Littéraire in Litteréture from Lycée Carnot, Cannes in 1999.

Gray’s extensive experience founding, financing and managing companies bring valuable and important skills to the Board.

Thoresen has served as a director since May 2023.

Thoresen has been a partner at Boka Group, LLC since November 2022.

Since January

Thoresen has also served as the chief financial officer of Fusion Acquisition Corp.

Prior to that, he served

as the chief business development officer of Glass House Group, Inc.

GLASF), a vertically integrated consumer packaged goods cannabis

company, from August 2021 to June 2022.

Thoresen was the vice president of mergers and acquisitions and real estate at Harvest Health

and Recreation, Inc.

HRVSF), a multi-state cannabis company that is now part of Trulieve Cannabis Corp.

TCNNF), from January 2019 to March 2021.

Previously, from November 2013 to July 2018, Mr.

Thoresen was the chief operating, and

investment, officer of Jonathan D.

Pond, LLC, a wealth management firm, and prior to that held executive roles at the Bank of New York

Mellon Corporation and E*TRADE Financial Corporation.

He began his career at the US Trade and Development Agency focused on early stage

infrastructure deals in Central and Eastern Europe.

He currently serves on the board of Infleqtion, Inc., where he chairs the audit committee,

and on the board of Fusion Acquisition Corp.

In addition, he previously served on the board of directors of Sport-Haley, Inc.

2010 to 2013 where he served as chairman of the audit committee and on the investment committee at various times.

Thoresen is a Chartered

Financial Analyst Charterholder.

He received his Bachelor of Arts in International Relations from Syracuse University in 1994, and his

Master of Business Administration from the Darden School at the University of Virginia in 2000.

Thoreson’s previous board and senior leadership experience, in addition to his expertise in strategic planning, business development,

investor relations and corporate development activities, makes him a valuable asset to the Board.

business affairs are managed under the direction of the Board.

The Board consists of seven members.

bylaws provide that the number of directors may be increased or decreased from time to time by a resolution of a majority of the members

of the Board serving at that time.

Each director shall hold office for the term for which such director is elected, and until such director’s

successor shall have been elected and qualified or until such director’s earlier death, resignation or removal.

to the Stockholders Agreement, Bristol Capital Advisors, Paul L.

Kessler, Gary C.

Hanna and Edward Kovalik agreed to use reasonable

best efforts, including taking certain necessary actions, to cause the Board to cause nominees designated by certain parties to the

Stockholders Agreement to be elected to serve as a director on the Board under the certain conditions.

See “ Related Party

Transactions—Stockholders Agreement ” for more information.

Any director nominees designated under the Stockholders Agreement will be identified as such in the proxy statement

nominating them for election.

the requirements of Rule 5605(b)(1) of the Nasdaq listing requirements, independent directors must comprise a majority of our Board.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of our audit, compensation and nominating

and governance committees must be independent.

Audit Committee members must also satisfy the independence criteria set forth in Rule

10A-3 under the Exchange Act.

Under the rules of Nasdaq, a director will qualify as an “independent director” only if, in

the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in

carrying out the responsibilities of a director.

be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee may not, other than in his or

her capacity as a member of the audit committee, the Board or any other board committee:

(i) accept, directly or indirectly, any consulting,

advisory or other compensatory fee from the Company or any of its subsidiaries or (ii) be an affiliated person of the Company or any

of its subsidiaries.

Board has determined that each of Gizman Abbas, Stephen Lee, Jonathan Gray and Erik Thoresen qualify as independent directors, as defined

under applicable SEC and Nasdaq rules.

addition, our corporate governance guidelines (“Corporate Governance Guidelines”) provide that when the position of chair

of the Board is not held by an independent director, a lead independent director may be designated by the Board.

of the Board of Directors

Board is composed of three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Each committee operates under a charter approved by the Board.

each charter are posted on the Corporate Governance section of the Company’s website at www.prairieopco.com .

members of the audit committee are Gizman Abbas, Stephen Lee and Erik Thoresen, with Mr.

Thoresen serving as the chair of the audit committee.

Under the applicable SEC rules, all of the members of our audit committee must be independent.

Each of Messrs.

Abbas, Lee and Thoresen

meet the independent director standard under Rule 10-A-3(b)(1) of the Exchange Act and applicable Nasdaq listing rules.

member of the audit committee is expected to be financially literate and the Board determined that Mr.

Thoresen qualifies as an “audit

committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

amended audit committee charter details the principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance with

legal and regulatory requirements, (3) the independent registered public accounting firm’s

qualifications and independence and (4) the performance of our internal audit function and

the independent registered public accounting firm;

evaluating and/or acting upon any conflicts of interests that may arise as between the rights

and obligations of any director or executive officer on the one hand, and the rights and

obligations of the Company and any of its subsidiaries, on the other hand;

appointment, compensation, retention, replacement, and oversight of the work of the independent

registered public accounting firm engaged by us;

● pre-approving

all audit and permitted non-audit services to be provided by the independent registered public

accounting firm engaged by us, and establishing pre-approval policies and procedures;

clear hiring policies for employees or former employees of the independent registered public

accounting firm, including but not limited to, as required by applicable laws and regulations;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting

firm describing (i) the independent registered public accounting firm’s internal quality-control

procedures, (ii) any material issues raised by the most recent internal quality-control review,

or peer review, of the audit firm, or by any inquiry or investigation by governmental or

professional authorities within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues and (iii) all

relationships between the independent registered public accounting firm and us to assess

the independent registered public accounting firm’s independence;

to review and discuss our annual audited financial statements and quarterly financial statements

with management and the independent registered public accounting firm, including reviewing

our specific disclosures under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations of Prairie Operating Co.”;

and approving any related party transaction required to be disclosed pursuant to Item 404

of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports that

raise material issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the Financial Accounting Standards

Board, the SEC or other regulatory authorities.

have adopted a Corporate Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including

those officers responsible for financial reporting.

The code is posted on our website, www.prairieopco.com, and to the extent required

by law, any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Trading Policy

have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, executive

officers, and employees of the Company.

The Insider Trading Policy is designed to promote compliance with insider trading laws, rules,

and regulations and any applicable listing standards.

on Liability and Indemnification Matters

Charter contains provisions that limit the liability of our directors and officers for monetary damages to the fullest extent permitted

by Delaware law.

Consequently, our directors and officers will not be personally liable to the Company or our stockholders for monetary

damages for any breach of fiduciary duties as directors or officers, except liability for:

breach of the director’s or officer’s duty of loyalty to the Company or our stockholders;

act or omission not in good faith or that involves intentional misconduct or a knowing violation

payments of dividends or unlawful stock repurchases or redemptions as provided in Section

174 of the DGCL;

transaction from which the director or officer derived an improper personal benefit.

Charter and our bylaws provide that the Company is required to indemnify our directors and officers, in each case to the fullest extent

permitted by Delaware law.

Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance

of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee

or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted

to indemnify him or her under Delaware law.

We entered into agreements to indemnify our directors, executive officers and other employees

as determined by the Board.

With specified exceptions, these agreements provide for indemnification for related expenses including, among

other things, attorneys’ fees, retainers and travel expenses incurred by any of these individuals in any action, suit or proceeding.

We believe that these bylaws provisions and indemnification agreements are necessary to attract and retain qualified persons as directors

and officers.

limitation of liability and indemnification provisions in the Charter and bylaws may discourage stockholders from bringing a lawsuit

against our directors and officers for breach of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against

our directors and officers, even though an action, if successful, might benefit us and our stockholders.

Further, a stockholder’s

investment may be adversely affected to the extent that we pay the costs of settlement and damage.

Section 16(a) Reports

16(a) of the Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity

securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a)

forms they file.

Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended

December 31, 2022 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial

owners were complied with except as follows:

Maatta did not file a Form 4 for the purpose of reporting one transaction.

are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is averse

to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or

executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy

petition filed against it during the past ten years.

No director or executive officer has been convicted of a criminal offense or is

the subject of a pending criminal proceeding during the past ten years.

No director or executive officer has been the subject of any

order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities during the past ten years.

No director or officer has been found by a court

to have violated a federal or state securities or commodities law during the past ten years.

Executive Compensation

of Executive Officers

following table summarizes all compensation for the last two fiscal years awarded to, earned by, or paid to our Chief Executive Officer

(principal executive officer) and our two most highly compensated executive officers other than our CEO who were serving as executive

officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during such fiscal year ends.

of Executive Officers for Fiscal Years Ended December 31, 2022 and 2021

solely on a review of the reports filed for fiscal year 2023 and related written representations from reporting persons, we are not aware

of any late or delinquent filings under Section 16(a) of the Exchange Act, except a Form 4 filed for Narrogal Nominees Pty Ltd ATF Gregory

O’Neill Family Trust that was filed four days late on November 21, 2023, reporting the exercise of Series D B Warrants that

occurred November 13, 2023.

are currently considered a “smaller reporting company,” within the meaning of the Securities Act, for purposes of the SEC’s

executive compensation disclosure rules.

In accordance with such rules, we are required to provide a Summary Compensation Table and an

Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures.

Further, our reporting obligations extend

to a lesser number of executive officers who may be classified as our “named executive officers,” namely, those individuals

who served as our principal executive officer, our next two other most highly compensated officers at the end of the last completed fiscal

year and up to two additional individuals who would have been considered one of our next two most highly compensated officers except

that such individuals did not serve as executive officers at the end of the last completed fiscal year.

Accordingly, our “named

executive officers” and their positions were as follows:

Kovalik, Chairman and Chief Executive Officer;

Hanna, President;

Maatta, former Chief Executive Officer.

connection with the Merger, the Company appointed new executive officers.

Accordingly, effective as of May 3, 2023, Mr.

Maatta resigned

from his position as President and Chief Executive Officer and director of the Board, and the remaining named executive officers were

appointed to their current positions.

Compensation Table

table below sets forth all the compensation awarded to, earned by, or paid to our named executive officers during fiscal years ended

December 31, 2023 and 2022.

Name and Principal Position

Kessler, Executive Chairman

6,700,480 (1)(2)

Maatta, President and Chief

Executive Officer, and Director

Scott Sheikh, Chief Operating Officer and

General Counsel

2,231,250 (7)

Kaufman, Former President and Chief

Executive Officer, and Director

6,964,563 (1)(3)

Urban, Former Chief Financial Officer

2,231,250 (7)

Heidi Bowman, Former Chief Financial

(1) Represents

the grant date fair value of options granted on December 1, 2021, to purchase 2,625,000 shares

of the Company’s common stock with an exercise price of $2.65 per share, a term of

5 years, and a shall vest upon a volume weighted average price (“VWAP”) of the

Company’s common stock reaching the following targets:

at such time as there is a VWAP

equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading

days, 25% shall vest;

at such time as there is a VWAP equal to $3.00 of the Company’s

common stock when computed over 30 consecutive trading days, 25% shall vest;

as there is a VWAP equal to $3.50 of the Company’s common stock when computed over

30 consecutive trading days, 25% shall vest;

and at such time as there is a VWAP equal to

$4.00 of the Company’s common stock when computed over 30 consecutive trading days,

25% shall vest.

These options were cancelled by the option holder during the year ended December

(2) Represents

673 shares of Series A preferred stock for settlement of $6,730 of compensation payable to

Kessler under his employment agreement from December 23, 2021 through December 31, 2021.

(3) Represents

27,048 shares of Series A preferred stock for settlement of $270,812 of compensation payable

Kaufman under his employment agreement from November 24, 2020 through December 31,

2021, and the grant date fair value of 37,500 options granted on August 3, 2020, to purchase

the Company’s common stock with an exercise price of $0.25 per share, as amended, and

a term of 5 years.

(4) Represents

a one-time non-accountable expense reimbursement of $200,000 in consideration for significant

efforts and diligence in negotiating and structuring investment transactions paid on September

(5) Represents

50,767 shares of Series A preferred stock issued for the settlement of $507,672 in outstanding

compensation.

(6) Consulting

(7) Represents

the grant date fair value of options granted on December 1, 2021, to purchase 875,000 shares

of the Company’s common stock with an exercise price of $2.65 per share, a term of

5 years, and a shall vest upon a volume weighted average price (“VWAP”) of the

Company’s common stock reaching the following targets:

at such time as there is a VWAP

equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading

days, 25% shall vest;

at such time as there is a VWAP equal to $3.00 of the Company’s

common stock when computed over 30 consecutive trading days, 25% shall vest;

as there is a VWAP equal to $3.50 of the Company’s common stock when computed over

30 consecutive trading days, 25% shall vest;

and at such time as there is a VWAP equal to

$4.00 of the Company’s common stock when computed over 30 consecutive trading days,

25% shall vest.

These options were cancelled by the option holder during the year ended December

(8) Represents

16,632 shares of Series A preferred stock for settlement of $166,320 of compensation payable

Kessler under his employment agreement for the year ended December 31, 2022.

(9) Represents

13,333 shares of Series A preferred stock for settlement of $133,330 of compensation payable

Maatta under his employment agreement for the year ended December 31, 2022.

(10) Represents

15,258 shares of Series A preferred stock for settlement of $152,580 of compensation payable

Sheikh under his employment agreement for the year ended December 31, 2022.

(11) Represents

6,972 shares of Series A preferred stock for settlement of $69,720 of compensation payable

Kaufman under his employment agreement for the year ended December 31, 2022.

(12) Represents

685 shares of Series A preferred stock for settlement of $6,850 of compensation payable to

Urban under his employment agreement for the year ended December 31, 2022.

Equity at Fiscal Year Ended December 31, 2022

following table sets forth information regarding stock options, warrants and other stock awards for each named executive officer as of

December 31, 2022.

Equity Awards at Fiscal Year Ended December 31, 2022

options/warrants

exercisable (#)

unexercisable (#)

following table sets forth compensation awarded or paid to our directors for the last two fiscal years for the services rendered by them

to the Company in all capacities.

Compensation for the Fiscal Years Ended December 31, 2022 and 2021

6,760,714 (1)

All Other Compensation

Edward Kovalik

Chairman and Chief Executive Officer

Chief Financial Officer

Former President and Chief Executive Officer

amounts reported in this column represent the actual amounts earned during the calendar year.

Maatta, the amount in this column includes 5,000 shares of Series A preferred stock

for settlement of $50,000 of compensation payable to him under his employment agreement for

the period from January 1, 2024 through the Closing of the Merger and 13,333 shares of Series

A preferred stock for settlement of $133,330 of compensation payable to him under his employment

agreement for the year ended December 31, 2022.

(b) Each named executive officer, other than Mr.

Maatta, was eligible to earn a discretionary bonus for 2023.

However, the Board has not made

a determination of the amount of such award, if any.

amount reported in this column represents the aggregate grant date fair value, determined

in accordance with Financial Accounting Standards Board Accounting Standards Codification

Topic 718 (“FASB ASC Topic 718”), excluding the effects of estimated forfeitures,

of restricted stock units (“RSUs”) awarded in 2023 under the Amended and Restated

Prairie Operating Co.

Long Term Incentive Plan (the “LTIP”).

The assumptions

used in calculating the aggregate grant date fair value of such award are described under

the heading “Note 16—Long-Term Incentive Compensation” in the notes to

our consolidated financial statements for the year ended December 31, 2023 included elsewhere

in this annual report.

Pursuant to the terms of the RSU award agreement, no adjustment to the number of shares subject to such RSUs was

made in connection with the Reverse Stock Split.

Kovalik and Hanna, amounts in this column reflect a one-time non-accountable expense

reimbursement of $250,000 in consideration of significant efforts, diligence, time, and resources

in negotiating, structuring, and finalizing the Company’s previously announced Merger

without incurring outside banking fees.

Additionally for Messrs.

Kovalik, Hanna and Owen,

amounts in this column reflect 401(k) match contributions from the Company of $13,200, $13,200,

and $8,750, respectively.

maintain employment agreements with each of our named executive officers who are current officers of the Company, which employment agreements

were amended and restated in August of 2023 (the “Employment Agreements”), in order to provide market competitive compensation

arrangements that attract and retain talent.

The Employment Agreements provide the named executive officers with (a) an annualized base

salary of $550,000 for each of Messrs.

Kovalik and Hanna and $350,000 for Mr.

(b) eligibility to receive an annual bonus with a

target amount equal to 250% of the annualized base salary for each of Messrs.

Kovalik and Hanna and 100% of the annualized base salary

Owen (the “Target Annual Bonus”);

and (c) eligibility to receive annual long-term incentive equity awards.

to the Employment Agreements, the amount of each named executive officer’s base salary, annual bonus target value and LTIP awards

are subject to review and determination by the Board or the Compensation Committee of the Board, as applicable, on an annual basis.

Maatta was serving as our chief executive officer, he was also party to an employment agreement, entered into effective May 1, 2022,

which provided for an annual base salary of $200,000 (pro-rated for partial years during the term of employment), which was required

to be paid in the form of the Company’s preferred stock until the uplisting of the Company’s common stock onto a national

stock exchange or a qualified financing event.

Following the occurrence of either of such events, Mr.

Maatta had the option to elect

that his base salary continue to be paid in the form of the Company’s preferred stock.

Under the terms of his employment agreement,

Maatta was also entitled to the opportunity to be paid an annual discretionary cash bonus with a target bonus opportunity of 150%

of his base salary and a maximum bonus opportunity of 300% of base salary, based upon the executive’s and the Company’s performance,

as determined by the Board or a committee thereof, and the opportunity to earn an additional “Uplisting Bonus” to be paid

in the form of 3.33% of the fully diluted shares of our common stock, upon the uplisting of the Company’s common stock on a national

securities exchange.

However, this annual bonus opportunity expired in 2023 with Mr.

Maatta’s termination of employment at the

Closing of the Merger, and the Uplisting Bonus was forfeited at the Closing of the Merger.

Employment Agreements also provide for certain severance benefits as described below in “ Potential Payments Upon Termination

or Change of Control .”

Equity Awards at 2023 Fiscal Year-End

following table reflects information regarding outstanding equity-based awards held by our named executive officers as of December 31,

2023, which consist of RSUs granted under the LTIP.

of Shares or Units of Stock That Have Not Vested

Value of Shares or Units of Stock That Have Not Vested

Edward Kovalik

RSU included in the RSU award granted to Mr.

Owen represents the contingent right to receive,

upon vesting, one share of our common stock, which fully vests on May 3, 2024.

amount included in this column represents the market value of our common stock underlying

the RSU award granted to Mr.

Owen, computed based on the closing price of our common stock

on December 29, 2023, the last trading day of 2023, which was $9.51 per share.

Payments Upon Termination or a Change of Control

following disclosures discuss the payments and benefits that each of our named executive officers who are current officers of the Company

would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2023.

As a result, the payments and benefits disclosed represent what would have been due and payable to such named executive officers under

the applicable agreements and plans in existence between each named executive officer and the Company as of December 31, 2023;

this disclosure

does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2023, unless specifically

Maatta separated from service with us in 2023 and no amounts were payable to him in connection with this separation,

this disclosure does not include a description of the hypothetical amounts that would have been payable to him upon a qualifying termination

of employment or change in control.

of Employment under the Employment Agreements

the Employment Agreements, if the applicable named executive officer’s employment is terminated without “Cause” or

by the named executive officer for “Good Reason” (as each term is defined below), then the named executive officer is eligible

to receive an amount equal to three times (or two times in the case of Mr.

Owen, or four times in the case of Messrs.

Kovalik and Hanna

if such termination occurs within the 12-month period following a Change in Control), the sum of the named executive officer’s

(a) base salary, plus (b) the Target Annual Bonus for the year in which the named executive officer’s termination of employment

occurs, plus (c) in the case of Messrs.

Kovalik and Hanna, the amount payable under the LTIP for the year in which the named executive

officer’s termination of employment occurs, in each case with such sum payable in a single lump sum on the Company’s first

regularly scheduled pay date that is on or after the date that is sixty days after the date of termination (such total amount, the “Severance

In addition, if the named executive officer is eligible to receive the Severance Payment, then that named executive

officer is also eligible for reimbursement of up to 18 months of the difference between (i) the amount the named executive officer pays

to effect and continue coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 and (ii) the employee

contribution amount that similarly situated employees of the Company pay for the same or similar coverage under the Company’s group

health plans.

severance benefits described above are subject to the named executive officer’s execution, delivery and non-revocation of a release

of claims in favor of us and continued compliance with applicable restrictive covenants.

the Employment Agreements, “Cause” generally means, the named executive officer’s:

(i) willful or continued failure

to perform his duties;

(ii) willful failure to comply with any valid and legal directive of the Board (or, for Mr.Owen, also any valid

or legal directive of the CEO or President);

(iii) willful engagement in dishonesty, illegal conduct, or gross misconduct that is injurious

to us or our affiliates;

(iv) embezzlement, misappropriation of funds, or fraud with respect to us or our affiliates;

(v) conviction

of or plea of guilty or nolo contendere to a felony or a crime that constitutes a misdemeanor involving moral turpitude;

(vi) material

violation of our written policies or codes of conduct;

or (vii) material breach of any material obligation under the applicable employment

agreement or any other written agreement with us.

the Employment Agreements, “Good Reason” generally means the occurrence of any of the following without the named executive

officer’s written consent:

(i) a material diminution in (a) base salary, (b) annual bonus opportunity, (c) annual target LTIP opportunity

or (d) benefits, provided that a material decrease in an element of compensation represented by either (a), (b), (c), or (d) that

is offset by a corresponding increase or increases in the other element(s) will not be deemed a condition for Good Reason so long as

the named executive officer’s aggregate compensation from all such elements of compensation is not materially diminished;

a material diminution in title, reporting relationship, authority, duties or responsibilities with us;

(iii) a material breach by us

of any obligations under the Employment Agreement;

(iv) the relocation of his principal place of employment by more than 40 miles (or

15 miles in the case of Messrs.

Kovalik and Hanna);

or solely in the case of Messrs.

Kovalik and Hanna, (v) a failure by the Board to

consult, and reach an agreement, with them on any matter relating to the operations, investments, or business strategy of the Company

Group (as such term is defined in the Employment Agreements).

the Employment Agreements, “Change of Control” generally means the occurrence of any of the following events:

(i) the consummation

of an agreement to acquire or a tender offer for beneficial ownership of 50% or more of either (a) the then outstanding equity securities

or (b) the combined voting power of the then outstanding voting securities of the Company;

(ii) individuals who constitute the Incumbent

Board (as defined in the Employment Agreements) cease for any reason to constitute at least a majority of the Board;

(iii) consummation

of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or

an acquisition of assts of another company (a “Business Combination”), unless following such Business Combination, (a) the

equity securities and voting securities outstanding immediately prior to the Business Combination, continue to represent or are converted

into or exchanged for securities which represent or are convertible into more than 50% of the then outstanding equity interests and the

combined voting power of the then outstanding voting securities, (b) no person or entity beneficially owns 20% or more of the outstanding

equity interests of the resulting entity, and (c) at least a majority of the members of the board of the resulting entity were members

of the Incumbent Board;

or (iv) approval by the equity holders of the Company of a complete liquidation or dissolution of the Company.

of LTIP Awards upon a Termination of Employment (not in connection with a Change of Control)

to the award agreements governing outstanding LTIP awards held by each of the named executive officers, upon a termination of employment

without Cause or for Good Reason, the RSUs will vest with respect to the number of RSUs equal to the product of (i) the total number

of RSUs subject to the applicable award agreement, times (ii) a fraction, the numerator of which is the number of full calendar months

that have elapsed since the date of grant, and the denominator of which is 36 and will be settled as soon as administratively practicable

following such termination, but in no event later than 60 days of such termination.

a termination of employment due to death or disability, all the RSUs will be deemed 100% vested and will be settled as soon as administratively

practicable following such termination, but in no event later than 60 days of such termination.

a termination due to retirement at or after having attained age 65, other than a termination for Cause, a termination by the named executive

officer at a time that Cause exists, or a termination due to death or disability, all the RSUs will be deemed 100% vested and will be

settled within 90 days of such termination.

a termination of employment for Cause or without Good Reason, the named executive officer will forfeit all outstanding RSUs.

The definitions

of “Cause” and “Good Reason” for purposes of the award agreements governing the RSUs are the same definitions

as those in the Employment Agreements and described above in “—Termination of Employment under the Employment Agreements.”

of LTIP Awards upon a Change of Control

to the award agreements governing outstanding LTIP awards held by each of the named executive officers, upon a Change of Control that

involves a merger, reclassification, reorganization, or other similar transaction in which the surviving entity, Company’s successor,

or the direct or indirect parent of the surviving entity or Company’s successor, fails to assume or substitute the award agreements

with a substantially equivalent award, then all of the RSUs will be deemed 100% vested and will be settled as soon as administratively

practicable following the vesting of the RSUs, but in no event later than 60 days after such vesting date.

a termination of employment without Cause or for Good Reason during the 24-month period beginning on the date on which a Change of Control

occurs, all the RSUs will be deemed 100% vested and will be settled as soon as administratively practicable following the vesting of

the RSUs, but in no event later than 60 days after such vesting date.

definition of “Change of Control” for purposes of the award agreements governing the RSUs is substantially the same definition

as the one in the Employment Agreements and described above in “—Termination of Employment under the Employment Agreements”

except that the reference to “20%” as described above under the Employment Agreements is 50% for purposes of the RSUs.

following table summarizes the compensation provided to the members of our Board for the fiscal year ended December 31, 2023:

Earned or Paid in Cash ($) (1)

Awards ($) (2)

Erik Thoresen

Michael Breen (3)

(former Director)

7,184,192 (1)

(former Director)

details see Item 11.

Executive Compensation.

(2) Outstanding

equity awards as of December 31, 2022 consists of options to purchase 120,000 shares of common

stock at an exercise price of $0.25 per share.

(3) Represents

the grant date fair value of warrants granted on October 12, 2021, to purchase 20,000 shares

of the Company’s common stock with an exercise price of $1.50 per share, and a term

(4) Outstanding

equity awards as of December 31, 2022, consists of options to purchase 67,500 shares of common

stock at an exercise price of $0.25 per share.

(5) Outstanding

equity awards as of December 31, 2022, consists of options to purchase 37,500 shares of common

stock at an exercise price of $0.25 per share.

(6) Represents

the grant date fair value of warrants granted on October 12, 2021, to purchase 400,000 shares

of the Company’s common stock with an exercise price of $1.50 per share, a term of

5 years, and vesting as follows:

20% upon execution of the Services Agreement;

20% on January

20% on April 20, 2022;

20% on July 20, 2022;

and 20% on October 20, 2022.

(7) Non-employee

Directors are compensated for their participation in meetings of the Board of Directors and

its committees, in the amount of (i) $1,000 for in person meeting, and $250 - $500 per telephonic

meeting, depending on the length of the telephonic meeting, and (ii) are provided a monthly

retainer of $750 per month.

During the years ended December 2021 and 2020, no cash compensation

was paid to non-employee Directors;

rather such compensation remained accrued and unpaid.

The Company may issue stock to non-employee Directors in place and stead of cash compensation

with regard to the amounts that have been accrued, and on a going-forward basis.

(8) Outstanding

equity awards as of December 31, 2022, consists of options to purchase 15,000 shares of common

stock at an exercise price of $0.25 per share.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information, as of March 31, 2023, with respect to the holdings of (1) each person who is the beneficial

owner of more than five percent of our common stock, (2) each of our directors, (3) each named executive officer, and (4) all of our

directors and executive officers as a group.

ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares

of common stock over which a person exercises sole or shared voting or investment powers, or of which a person has a right to acquire

ownership at any time within 60 days of March 31, 2023.

Except as otherwise indicated, and subject to applicable community property laws,

the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them.

of each director and officer is c/o Creek Road Miners, Inc., 35 E Horizon Ridge Pkwy, Suite 110-502, Henderson, Nevada 89002.

percentage ownership in the following table is based on 12,246,036 shares of common stock outstanding as of March 31, 2023 plus, for

each person, any securities that person has the right to acquire within 60 days of March 31, 2023.

Name and Address of Beneficial Owner

Greater than 5% Shareholder:

(1) The amounts reflected in this column reflect the annual cash compensation

paid to the non-employee directors, prorated based on days of service on the Board for the fiscal year ended December 31, 2023.

amounts reflected in this column represent the grant date fair value of restricted stock units granted to the non-employee directors

in August 2023 (or in May 2023 for Mr.

Breen), computed in accordance with FASB ASC Topic 718.

See Note 16 to our consolidated financial

statements for the fiscal year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these equity

After giving effect to our reverse stock split that occurred in October 2023, each of the non-employee directors other than Mr.

Breen held 6,863 shares of unvested restricted stock units as of December 31, 2023.

Breen served as a non-employee director for a portion of 2023 ending

at the Effective Time, but received no cash director compensation for 2023.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Ownership of Securities

following table sets forth information known to the Company regarding the beneficial ownership of the common stock by:

person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of common

named executive officer and director of the Company;

All named executive officers and all

current executive officers and directors of the Company, as a group.

ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC.

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 percentages set forth in the table below

are based on 10,029,191 shares of common stock issued and outstanding as of March 13, 2024.

Shares of Common Stock Beneficially Owned

Name of Beneficial Owner (1)

5% Stockholders:

Narrogal Nominees Pty Ltd ATF Gregory K.

O’Neill Family Trust (2)

Bristol Investment Fund, Ltd.

555 Marin Street, Suite 140

Thousand Oaks, CA 91360

Barlock 2019 Fund LP (2)

2700 Homestead Road

Park City, UT 84098

Leviston Resources, LLC (3)

708 Third Avenue, Suite 600

New York, NY 10017

Directors and Executive Officers:

Scott Sheikh (5)

Michael Breen (6)

All Directors and Executive Officers as a group (4 persons)

Kessler exercises voting and investment power over the shares held by Bristol Investment

Fund, Ltd., Bristol Capital, LLC, Bristol Capital Advisors Profit Sharing Plan, as well as

the shares owned my Mr.

Kessler himself.

Includes 2,589,986 shares of common stock as indicated

on the most recent 13D filing, and 14,267,714 shares of common stock issuable upon the conversion

of the $2,496,850 secured convertible debenture held by Bristol Investment Fund, Ltd., at

a conversion price to $0.175;

warrants held by Bristol Investment Fund, Ltd.

to acquire 10,000,000

shares of Common Stock at an exercise price of $0.175 per share;

24,450 shares of common

stock held by Bristol Capital, LLC;

3,935 shares of common stock held by Mr.

39,350 shares of common stock held by Bristol Capital Advisors Profit Sharing Plan;

options held by Mr.

Kessler to acquire 15,000 shares of Common Stock at an exercise price

of $0.25 per share;

and 6,810,290 shares of common stock issuable upon the conversion of

119,180 shares of Series A preferred stock held by Mr.

Kessler, convertible by dividing the

stated value per share, currently $10 per share, by the Series A Conversion Price, currently

Kaufman exercises voting and investment power over the shares held by Barlock 2019 Fund

LP, and Barlock Capital Management, LLC, as well as the shares owned my Mr.

Kaufman himself.

Includes 14,267,714 shares of common stock issuable upon the conversion of the $2,496,850

secured convertible debenture held by Barlock 2019 Fund LP, at a conversion price to $0.175;

warrants held by Barlock Capital Management, LLC to acquire 4,285,517 shares of Common Stock

at an exercise price of $0.175 per share;

options held by Mr.

Kaufman to acquire 37,500 shares

of Common Stock at an exercise price of $0.25 per share;

and 909,829 shares of common stock

issuable upon the conversion of 15,922 shares of Series A preferred stock held by Mr.

convertible by dividing the stated value per share, currently $10 per share, by the Series

A Conversion Price, currently $0.175.

530,00 shares of common stock as indicated on the most recent 13G filing, and 3,107,808 shares

of common stock issuable upon the conversion of Series B preferred stock, convertible by

dividing the stated value per share, currently $1080 per share, by the Series B Conversion

Price, currently $0.50;

and warrants to acquire 10,000 shares of Series B preferred stock

at an exercise price of $1,000 per share, resulting in 21,600,000 shares of common stock

issuable upon the conversion of 1,000 shares of Series B preferred stock, convertible by

dividing the stated value per share, currently $1,080, by the Series B Conversion Price,

currently $0.50.

Wallis Living Trust (5)

Current Directors and Named Executive Officers:

Edward Kovalik (4)(8)

Kessler (3)(4)

Erik Thoresen

Current Directors and Executive Officers as a Group (10 persons)

than 1% of common stock outstanding.

otherwise noted, the business address of each of the officers and directors is 602 Sawyer

Street, Suite 710, Houston, Texas 77007.

Trust is managed by Narrogal Nominees Pty Ltd (“Narrogal Nominees”), as trustee.

O’Neill, managing director and sole shareholder of Narrogal Nominees, has

voting or investment control over the shares held by O’Neill Trust.

The address of

each of O’Neill Trust, Narrogal Nominees and Mr.

O’Neill is Level 27, 60 City

Road Southbank, Melbourne, Australia.

The O’Neill Trust owns 2,039,614 shares of common

stock held in book-entry form, Series D Preferred Stock convertible into 2,000,000 shares

of common stock, Series D A Warrants to purchase 2,000,000 shares of common stock, Series

E Preferred Stock convertible into 4,000,000 shares of common stock, Series E A Warrants

to purchase 4,000,000 shares of common stock, and Series E B Warrants to purchase 4,000,000

shares of common stock.

6,154,343 shares of common stock issuable upon the conversion

of 107,107 shares of Series A preferred stock, convertible by dividing the stated value per

share, currently $10 per share, by the Series A Conversion Price, currently $0.175;

to acquire 120,000 shares of common stock at an exercise price of $0.25 per share.

721,866 shares of common stock issuable upon the conversion of 12,633 shares of Series A

preferred stock, convertible by dividing the stated value per share, currently $10 per share,

by the Series A Conversion Price, currently $0.175

10,000 shares of common stock, and options to acquire 67,500 shares of common stock at an

exercise price of $0.25 per share.

Compensation Plan Information

May 9, 2011, the Company adopted the 2016 Incentive Stock Award Plan (the “2011 Plan”), on August 12, 2016, the Company adopted

the 2016 Incentive Stock Award Plan (the “2016 Plan”), on August 3, 2020, the Company adopted the 2020 Stock Plan (the “2020

Plan”), and on December 1, 2021, the Company adopted the 2021 Incentive Stock Award Plan (the “2021 Plan”), collectively

(the “Plans”).

The purpose of the Plans is to grant options to purchase our common stock, and other incentive awards, to

our employees, directors and key consultants.

maximum number of shares of common stock that may be issued pursuant to awards granted under the 2020 Plan was 500,000.

On December 1,

2021, all prior stock award plans were retired, and the 2021 Plan was adopted.

The maximum number of shares of common stock that may

be issued pursuant to awards granted under the 2021 Plan is 10,000,000.

The shares of our common stock underlying cancelled and forfeited

awards issued under the 2021 Plan may again become available for grant under the 2021 Plan.

As of December 31, 2022, there were 10,000,000

shares available for grant under the 2021 Plan, and no shares were available for grant under the 2020 Plan, 2016 Plan, or 2011 Plan.

The shares reported herein include 2,039,614 shares of common stock

and 623,578 shares of common stock issuable upon exercise of the Warrants or conversion of

Preferred Stock.

Shares reported herein do not include 15,376,422 shares of common stock that

underlie, in the aggregate, the Series D Preferred Stock, the Series D A Warrants, the Series

E Preferred Stock, the Series E A Warrants and the Series E B Warrants, as the exercise of

these convertible securities is subject to a beneficial ownership limitation.

diluted basis and assuming no other security holder has exercised any of their convertible

securities, O’Neill Trust would own approximately 69.3% of the shares outstanding.

The exercise of such Series D Preferred Stock and Series E Preferred Stock are subject to

O’Neill Trust holding less than 4.99% of the outstanding shares of common stock, which

may be increased upon written notice to the Company, to any specified percentage not in excess

In connection with the Warrant Exercise, O’Neill Trust entered into an agreement

with the Company pursuant to which it amended the terms of each of its Series D PIPE Warrants

and Series E PIPE Warrants to increase the beneficial ownership limitation from 9.99% to

25% and gave notice to the Company that it was increasing its beneficial ownership limitation

to 25% with respect to each of its remaining warrants.

Such beneficial ownership limitation

may only be modified, amended or waived with the written consent of both the Company and

O’Neill Trust.

(3) According

to a Schedule 13D/A filed with the SEC on January 3, 2024 on behalf of Bristol Investment

Fund, Bristol Capital, Paul Kessler and Bristol Capital Advisors Profit Sharing Plan (“BCA

PSP”), the shares reported herein include, (i) 843,354 shares of common stock held

by Bristol Investment Fund, (ii) 384,160 shares of common stock held by Bristol Capital,

LLC, (iii) 3,250 shares of common stock held by Paul Kessler, and (iv) 1,377 shares of common

stock held by BCA PSP.

The shares reported herein do not include (i) 797,072 shares issuable

upon the conversion of Series D Preferred Stock and (ii) 597,543 shares issuable upon the

exercise of the Series D PIPE Warrants, as the conversion of each such shares are subject

to the holder holding less than 4.99% of the outstanding shares of common stock (a “4.99%

Beneficial Ownership Limitation”).

If, however, conversion or exercise of such shares

are not subject to a 4.99% Beneficial Ownership Limitation, the shares reported herein would

be 2,614,157 shares of common stock and percentage ownership would be 23.0%.

Bristol Investment

Fund is a privately held fund that invests primarily in publicly traded companies through

the purchase of securities in private placement and/or open market transactions.

of Bristol Investment Fund’s registered office is Citco Trustees (Cayman) Limited,

89 Nexus Way, Camana Bay, PO Box 311063, Grand Cayman KY1-1205, Cayman Islands.

Bristol Capital

Advisors, LLC, an entity organized under the laws of the State of Delaware (“Bristol

Capital Advisors”), is the investment advisor to Bristol Investment Fund.

is manager of Bristol Capital Advisors and as such has voting and dispositive power over

the securities held by Bristol Investment Fund.

Bristol Capital is a privately held limited

liability company that engages from time to time in investing in publicly traded companies

through the purchase of securities in private placement and/or open market transactions.

Paul Kessler is the sole manager of Bristol Capital and therefore has voting and dispositive

power over the securities held by Bristol Capital.

BCA PSP is a plan established by Bristol

Capital Advisors which invests in various securities for the benefit of its employees.

Kessler has voting and dispositive power over the securities held by BCA PSP.

of the principal office for Bristol Capital Advisors, Bristol Capital, Mr.

Kessler and BCA

PSP is 555 Marin Street, Suite 140, Thousand Oaks, CA 91360.

virtue of the arrangements of Mr.

Kovalik and Mr.

Hanna with Bristol Capital and Mr.

under the Stockholders Agreement, dated as of May 3, 2023, by and among the Company, Bristol

Hanna and Mr.

Kovalik and Mr.

Hanna may be deemed

to be members of a “group” with Bristol Capital, Mr.

Kessler, Bristol Investment

Fund and BCA PSP (together with Bristol Capital and Bristol Investment Fund, the “Bristol

The number of shares reported herein by Mr.

Kovalik do not include the

shares reported herein by Mr.

Kessler or Bristol Capital, the number of shares

reported herein by Mr.

Hanna do not include the shares reported herein by Mr.

Kessler or Bristol Capital, and the number of shares reported herein by Mr.

Kessler and Bristol

Capital do not include the shares reported herein by Mr.

Kovalik or Mr.

shares reported herein, Mr.

Kovalik is the record holder of 1,148,834 shares of common stock,

Hanna is the record holder of 1,239,004 shares of common stock and Mr.

Kessler and the

Bristol Entities are the record holders of 1,232,141 shares of common stock.

In the aggregate,

any group formed thereby would beneficially own 3,536,672 shares of common stock, or approximately

35.2% of the outstanding shares of common stock.

Wallis has voting or investment control over the shares held by James W.

Wallis Living

Trust (“Wallis Trust”).

The address of Wallis Trust is 6410 N.

Santa Fe, Oklahoma

City, OK 73116.

Maatta is the former President and Chief Executive Officer and a director of the Company

and resigned in connection with the Merger.

Accordingly to a Form 4 filed with the SEC on

May 5, 2023, the shares reported herein consist of (i) 294,413 shares of common stock held

directly by John D.

Maatta, (ii) 10,000 shares issuable upon the conversion the Series D

Preferred Stock and (iii) 20,000 shares issuable upon the exercise of the Series D PIPE Warrants.

The address of Mr.

Maatta is 15266 Valley Vista Boulevard, Sherman Oaks, CA 91403.

shares reported herein were issued to Gary C.

Hanna as consideration pursuant to the Merger

shares reported herein were issued to Edward Kovalik as consideration pursuant to the Merger

(9) According

to a Form 3 filed with the SEC on May 17, 2023, the shares reported herein reflect shares

held directly by First Idea Ventures LLC and First Idea International Ltd.

First Idea Ventures

LLC holds 80,159 shares of common stock.

In addition, First Idea Ventures LLC also holds

(i) Series D Preferred Stock convertible into 150,000 shares of common stock and (ii) Series

D PIPE Warrants to purchase 300,000 shares of common stock.

First Idea International Ltd.

holds 109,025 shares of common stock, in addition to (i) Series D Preferred Stock convertible

into 50,975 shares of common stock and (ii) Series D PIPE Warrants to purchase 101,950 shares

of common stock.

The shares reported herein include the 189,184 shares of common stock held

directly by First Idea Ventures LLC and First Idea International Ltd.

and 327,620 shares

of common stock issuable upon the conversion of the Series D Preferred Stock and/or exercise

of the Series D PIPE Warrants, but do not include 212,305 of such shares as conversion or

exercise of those shares are subject to a 4.99% Beneficial Ownership Limitation.

conversion or exercise of such shares are not subject to a 4.99% Beneficial Ownership Limitation,

the shares reported herein would be 792,109 shares of common stock and percentage ownership

would be approximately 7.45%.

Gray holds 50% and his spouse, Chloe Gray, holds

50% of the interests of First Idea Ventures LLC and each share voting and investment power

over the securities held by First Idea Ventures LLC.

The address of First Idea Ventures LLC

is c/o Jade Fiducial, 1925 Century Park East, Suite 1700, Los Angeles, CA 90067.

International Ltd.

is a limited company.

Jonathan Gray has voting or investment control over

the shares held by First Idea Ventures LLC.

Gray is a director of the Company.

of First Idea International Ltd.

is 1 Duchess Street, Suite 1, First Floor, London W1W 6AN,

United Kingdom.

Compensation Plans

connection with the Merger and pursuant to the Merger Agreement, prior to the Merger Effective Time, the Board assumed Prairie LLC’s

Long Term Incentive Plan and immediately following the Merger Effective Time, adopted the Amended and Restated Prairie Operating Co.

Long Term Incentive Plan (the “Amended & Restated LTIP”), which was an amendment and restatement of Prairie LLC’s

Long Term Incentive Plan.

Among other ministerial changes to reflect the Merger and conversion of all membership interests in Prairie

LLC to shares of Common Stock, the Amended & Restated LTIP provided for the assumption of shares remaining available for delivery

as of immediately prior to the Merger Effective Time (as appropriately adjusted to reflect the Merger, resulting in 625,000 shares of

Common Stock).

On August 25, 2023, in connection with the termination of the 2021 Incentive Stock Award Plan, a legacy Creek Road Miners,

equity compensation plan that had previously been adopted in 2021, and the consolidation of the Company’s available equity

incentive plans into one arrangement, the Amended & Restated LTIP was further amended and restated (the “A&R LTIP”)

to provide for the delivery of up to 35 million shares of Common Stock pursuant to incentive awards granted thereunder.

However, following

the Reverse Stock Split, the number of shares available for delivery under the A&R LTIP has been adjusted to 1,225,000.

intend to file one or more registration statements on Form S-8 under the Securities Act to register the shares of Common Stock

issued or issuable under the A&R LTIP.

Any such Form S-8 registration statement will become effective automatically upon filing.

We expect that the initial registration statement on Form S-8 will cover shares of Common Stock underlying the A&R LTIP.

shares are registered, they can be sold in the public market upon issuance, subject to applicable restrictions.

The following table sets forth

certain information as of December 31, 2023 with respect to compensation plans under which equity securities of the Company are authorized

for issuance.

Plan Category

Number of securities to be issued upon exercise

of outstanding options, warrants and rights

Weighted average exercise price of

outstanding options, warrants and rights

Number of securities remaining available for

future issuance under equity compensation plans (excluding securities reflected in column (a))

2021 Incentive Stock Award Plan

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions, to the consolidated financial statements.

board of directors currently consists of three members:

Kessler (Executive Chairman), Maatta, and Breen.

Our board of directors

has determined that Mr.

Breen is an independent director as that term is defined in the applicable NASDAQ rules as well as the SEC rules

governing the independence of audit committee members.

Breen is a member of the Audit Committee and Compensation Committee of our

board of directors.

The common stock of the Company is currently quoted on the OTCQB, which currently does not have director independence

requirements.

an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director

or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item

407(a) of Regulation S-K.

Following completion of these disclosures, the Board will make an annual determination as to the independence

of each director as that term is defined in the applicable NASDAQ rules.

Principal Accounting Fees and Services

of Principal Accounting Fees for Professional Services Rendered

following table presents the aggregate fees for professional audit services and other services rendered by Maughan Sullivan LLC, our

independent registered public accountants in the fiscal years ended December 31, 2022 and 2021.

Number of Securities to be Issued

Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average

Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available

for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders (1)

(1) Includes the A&R LTIP.

number of securities reflected in column (a) is comprised of 547,574 shares to be issued upon the vesting and settlement of

outstanding RSUs previously granted under the A&R LTIP, which includes any adjustments to reflect the Reverse Stock Split.

(2) The subject securities are not included

in the weighted-average exercise price column as they are issuable for no consideration.

Relationships and Related Transactions, and Director Independence

Party Transactions Prior to the Merger

Capital, LLC is managed by Paul L.

Kessler served as Executive Chairman of the Company from December 29, 2016, through November

24, 2020, when Mr.

Kessler resigned his position, but continued to serve as member of the Board.

On December 1, 2021, Mr.

again appointed Executive Chairman of the Company.

In connection with the Merger, Mr.

Kessler resigned as Executive Chairman.

is currently a director of the Company.

December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol Capital.

Pursuant to the Consulting Agreement, Mr.

Kessler agreed to serve as Executive Chairman of the Company.

Upon the execution of the agreement

the Company granted Bristol Capital options to purchase up to an aggregate of 1,050 shares of common stock at an exercise price of $7.14

the term of the Consulting Agreement, the Company paid Bristol Capital a monthly fee of $18,750, payable in cash or Preferred Stock at

the Company’s election.

Pursuant to the Consulting Agreement, in connection with the uplisting of the Company’s common stock

to a national securities exchange, the Company would have been obligated to issue to Bristol Capital (i) shares of common stock equal

to 5% of the fully diluted shares of common stock, calculated with the inclusion of Bristol Capital’s equity stock holdings and

shares issuable upon conversion of convertible instruments, preferred stock, options, and warrants;

and (ii) a one-time non-accountable

expense reimbursement of $200,000.

However, the Company did not make the foregoing payments in connection with the uplisting of the Company’s

common stock to Nasdaq as the Consulting Agreement was terminated prior to such uplisting.

the years ended December 31, 2023 and 2022, the Company incurred expenses of approximately zero and $225,000, respectively, for consulting

services provided by Bristol Capital.

As of December 31, 2023 and December 31, 2022, the amount accrued to Bristol Capital for consulting

services was zero and $318,750, respectively.

Consulting Agreement was terminated at Closing.

Investment Fund, Ltd.

(“Bristol Investment Fund”) is managed by Bristol Capital Advisors, which in turn is managed by Paul

Purchase Agreement - December 2016

December 1, 2016, the Company entered into the Securities Purchase Agreement (the “Bristol Purchase Agreement”) with Bristol

Investment Fund, pursuant to which the Company sold to Bristol Investment Fund, for a cash purchase price of $2,500,000, securities comprising

(i) a secured convertible debenture (the “Bristol Convertible Debenture”), (ii) Series A common stock purchase warrants

and (iii) Series B common stock purchase warrants.

Pursuant to the Bristol Purchase Agreement, the Company paid $25,000 to Bristol Investment

Fund and issued 874 shares of common stock with a grant date fair value of $85,000 to Bristol Investment Fund to cover legal fees.

Company recorded as a debt discount of $25,791 related to the cash paid and the relative fair value of the shares issued for legal fees.

Secured Convertible Debenture

December 1, 2016, the Company issued the Bristol Convertible Debenture with an initial principal balance of $2,500,000.

The Bristol Convertible Debenture accrued interest on the aggregate unconverted and then outstanding principal

amount at the rate of 12% per annum.

Interest was payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January

1, 2017, (ii) on each date the purchaser converted, in whole or in part, the Bristol Convertible Debenture into common stock (as to that

principal amount then being converted), and (iii) on the day that was 20 days following the Company’s notice to redeem some or all

of the of the outstanding principal of the Bristol Convertible Debenture (only as to that principal amount then being redeemed) and on

the maturity date.

Interest was be paid in cash, common stock, or a combination thereof at the sole discretion of the Company.

October 31, 2021, in consideration for the release of senior security interest in certain of the assets, properties, and rights of discontinued

operations that were sold during the year, the Bristol Convertible Debenture was amended to reduce the conversion price to $5.00.

March 2022 the Bristol Convertible Debenture principal in the amount of $3,150 was converted into 630 shares of common stock using

a conversion price of $5.00.

October 13, 2023, the Bristol Convertible Debenture, as one of the AR Debentures, was converted into 200,000 shares of common stock.

Series A Common Stock Purchase Warrants

December 1, 2016, the Company issued Series A common stock purchase warrants to acquire up to 29,166 shares of common stock at exercise

price of $85.71.

to the Closing, the Series A common stock purchase warrants were cancelled and retired and ceased to exist without the payment of any

consideration to the holders thereof.

Series B Common Stock Purchase Warrants

December 1, 2016, the Company issued Series B common stock purchase warrants to acquire up to 29,166 shares of common stock at an initial

exercise price of $0.06, and expiring on December 1, 2021.

The Series B common stock purchase warrants were exercised immediately on

the issuance date, and the Company received gross proceeds of $1,667.

issuance of the Bristol Convertible Debenture, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted

for it using the relative fair value of $1,448,293 as debt discount on the consolidated balance sheet.

Debt discount is amortized over

the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest

The amortization of debt discount is included as a component of interest expense in the condensed consolidated statement of operations.

There was no unamortized debt discount as of December 31, 2023 and December 31, 2022.

to the Closing, the Series B common stock purchase warrants were cancelled and retired and ceased to exist without the payment of any

consideration to the holders thereof.

Agreement – Kessler

connection with Paul L.

Kessler’s appointment to serve as Executive Chairman, the Company and Mr.

Kessler entered into an Executive

Chairman Employment Agreement (the “Kessler Employment Agreement”), effective as of December 23, 2021.

The Kessler Employment

Agreement provided for an initial term of two years, with automatic one-year renewals thereafter, unless terminated by either party with

30 days’ notice prior to any such renewal date.

The Kessler Employment Agreement provided for an initial annual base salary of

$250,000, which could be increased by the Board from time to time, and for a discretionary annual bonus with an annual target bonus opportunity

equal to 150% of Mr.

Kessler’s base salary and a maximum bonus opportunity equal to 300% of base salary, with the actual amount

paid to be based upon Company and individual performance, as determined by the Board in its sole discretion.

The Kessler Employment Agreement

also required that the Company issue to Mr.

Kessler shares of common stock equal to five percent of the fully diluted shares of common

stock of the Company, calculated as provided under the Kessler Employment Agreement, in association with the listing of the Company’s

common stock on Nasdaq.

Kessler was also eligible to participate in the Company’s long-term equity arrangements and was entitled

to certain employee benefits provided to other executive officers of the Company.

Kessler Employment Agreement also provided for certain severance benefits upon Mr.

Kessler’s termination by the Company without

“Cause” or due to his resignation for “Good Reason,” each term as defined in the Kessler Employment Agreement,

including (a) cash severance equal to two times the sum of Mr.

Kessler’s annual base salary and annual target bonus opportunity

(three times such sum if such termination occured within 12 months following a “Change of Control,” as such term is defined

in the Kessler Employment Agreement, which is the “Change of Control Protection Period”), and (b) a pro-rata annual bonus

for the year of termination, determined as if Mr.

Kessler had remained in good standing with the Company through the end of the performance

period, but pro-rated for his period of employment during such year.

Such severance would have been paid in equal annual installments

over a 12-month period (or in a lump sum if the termination occurs within the Change of Control Protection Period).

severance benefits were contingent upon Mr.

Kessler’s execution and non-revocation of a release of claims and compliance with certain

restrictive covenants.

Additionally, upon any termination, Mr.

Kessler was entitled to (i) any earned but unpaid base salary, (ii) any

annual bonuses earned but unpaid for any calendar years prior to the calendar year in which the termination occurs, (iii) any unreimbursed

business expenses, and (iv) any employee benefits under any employee benefit plan or program in which Mr.

Kessler participated as of

the termination date.

the Effective Time of the Merger, Mr.

Kessler resigned as Executive Chairman and the Kessler Employment Agreement was terminated, but

Kessler remained a member of the Board.

Maatta, Former Director, Chief Executive Officer and Interim Chief Financial Officer

Maatta is a former director, and served as Chief Executive Officer of the Company until November 24, 2020, as co-Chief Executive Officer

from May 12, 2022 through July 8, 2022, and again as Chief Executive Officer beginning on July 9, 2022 to May 3, 2023.

served as Interim Chief Financial Officer from March 8, 2023 to May 3, 2023.

November 22, 2018, the Company agreed to issue 86,466 shares of Preferred Stock for settlement of the outstanding compensation due to

Maatta of $212,707, for the period June 17, 2017 through November 15, 2018.

August 3, 2020, the Company cancelled the 86,466 shares of Preferred Stock previously determined to be issued, and issued 21,271 shares

of Series A Preferred Stock for the settlement of the previous outstanding amount due.

In addition, on August 3, 2020, the Company issued

29,496 shares of Series A Preferred Stock for the settlement of $294,965 in additional outstanding compensation due to Mr.

35,100 shares of Series A Preferred Stock for the settlement of $351,000 in loans to the Company made by Mr.

The non-interest-bearing

loans were made as follows:

$100,000 to the Company during the year ended December 31, 2019, $125,000 to the Company during the year

ended December 31, 2020 and other amounts on behalf of the Company amounting to $126,000.

There were no outstanding balances of the loan

payable to Mr.

Maatta as of December 31, 2023 or December 31, 2022.

March 1, 2021, 8,500 shares of Series A Preferred Stock were issued to Mr.

Maatta in satisfaction of an aggregate of $85,546 due to Mr.

Maatta under his separation agreement.

Series A Preferred Stock were converted into shares of common stock in the Restructuring Transactions.

is a joint venture with third parties and Bristol Capital.

The Company holds a limited and passive interest of 10% in CONtv.

As of December

31, 2023 and December 31, 2022, the investment in CONtv and the amount due to CONtv was zero for both periods.

Party Transactions In Connection with the Merger

Consideration

the Effective Time, Edward Kovalik (Chief Executive Officer and Chairman) and Gary C.

Hanna (President and Director) were each issued

1,148,834 shares of common stock as merger consideration pursuant to the Merger Agreement.

May 15, 2022, Exok entered into an agreement with Gary C.

Hanna and Edward Kovalik whereby Exok agreed to share and assign certain

of its overriding royalty interests under the Initial Genesis Assets to Gary C.

Hanna and Edward Kovalik at the Closing.

the Closing, these interests are owned in equal one-third shares by entities controlled by each of Gary Hanna, Edward Kovalik and

Paul Kessler.

To avoid any potential conflict of interest with certain members of the Board and management owning certain overriding

royalty interests under the Initial Genesis Assets, all of the Company’s drilling programs will be approved by an independent

committee of the Board on a quarterly basis.

Investment Fund purchased $1,250,000 of Series D Preferred Stock and Series D PIPE Warrants in the Series D PIPE.

First Idea Ventures

LLC purchased $750,000 of Series D Preferred Stock and Series D PIPE Warrants in the Series D PIPE.

Gray, a director of the

Company, holds 50% and his spouse, Chloe Gray, holds 50% of the interests of First Idea Ventures LLC and each share voting and investment

power over the securities held by First Idea Ventures LLC.

Maatta purchased $50,000 of Series D Preferred Stock and Series D

PIPE Warrants in the Series D PIPE.

to the Effective Time, the Company, Bristol Capital Advisors, Paul L.

Kessler, Gary C.

Hanna and Edward Kovalik entered into the Stockholders

Agreement pursuant to which the parties agreed to use reasonable best efforts, including taking certain necessary actions, to cause the

Board to cause certain nominees to be elected to serve as a director on the Board under the following conditions:

(i) one nominee designated

by Bristol Capital Advisors and Paul L.

Kessler, collectively, so long as Bristol Capital Advisors, Paul L.

Kessler and their respective

affiliates collectively beneficially own at least 50% of the number of shares of common stock collectively beneficially owned by such

parties on the Closing Date;

(ii) four nominees designated by Gary C.

Hanna and Edward Kovalik (the “Prairie Members”) so

long as the Prairie Members and their affiliates collectively beneficially own at least 50% of the number of shares of common stock collectively

beneficially owned by such parties on the Closing Date;

(iii) three nominees designated by the Prairie Members so long as the Prairie

Members and their affiliates collectively beneficially own at least 40% (but less than 50%) of the number of shares of common stock collectively

beneficially owned by such parties on the Closing Date;

(iv) two nominees designated by the Prairie Members so long as the Prairie Members

and their affiliates collectively beneficially own at least 30% (but less than 40%) of the number of shares of common stock collectively

beneficially owned by such parties on the Closing Date;

and (v) one nominee designated by the Prairie Members so long as the Prairie

Members and their affiliates collectively beneficially own at least 20% (but less than 30%) of the number of shares of common stock collectively

beneficially owned by such parties on the Closing Date.

connection with the Closing, the Company entered into lock-up agreements with the Prairie Members, Paul Kessler, John D.

Maatta, Michael

Breen (former director), Alan Urban (former Chief Financial Officer) and Scott Sheikh (former Chief Operating Officer and General Counsel),

that impose limitations on any sale of shares of common stock until 180 days after the Closing, subject to certain exceptions.

addition, the Company entered into a lock-up agreement with Bristol Investment Fund that impose limitations on any sale of an aggregate

of 50% of its shares of common stock until 120 days after the Closing, subject to certain exceptions, and Bristol Investment Fund agreed,

subject to such lock-up, to effect only open market sales and not to sell an aggregate daily amount of shares of common stock exceeding

1%, for every $100,000 invested in the PIPE, of the average daily volume of the trading day on which the open market sales of the shares

of common stock occurs.

and Restated Senior Secured Convertible Debenture and Amended and Restated Security Agreement

connection with the Closing, the Company entered into the AR Debentures due December 31, 2023 with each of Bristol Investment Fund and

Barlock, in the principal amount of $1,000,000.

The AR Debentures accrued interest on the aggregate unconverted and then outstanding

principal amount of the AR Debentures at the rate of 12% per annum.

Interest was payable quarterly on (i) January 1, April 1, July 1

and October 1, beginning on the date of first issuance of the AR Debentures, (ii) each date the AR Debentures were converted into common

stock (as to that principal amount then being converted), (iii) the day that was five trading days following the Company’s notice

to redeem some or all of the then outstanding principal of the AR Debentures (only as to that principal amount then being redeemed) and

(iv) December 31, 2023.

AR Debentures were convertible into shares of common stock at any time at the option of the applicable holder, at a conversion price

of $5.00 per share (as adjusted, the “Conversion Price”).

The initial Conversion Price was subject to adjustments in connection

with, among other things, (i) the Company’s issuance of additional shares of common stock, or securities convertible into or exercisable

for additional shares of common stock, at a price lower than the then current Conversion Price, and (ii) future stock splits, reverse

stock splits, mergers or reorganizations, and similar changes affecting holders of common stock.

October 13, 2023, the holders of the AR Debentures elected to convert the AR Debentures for an aggregate of 400,666 shares of common

As a result, the AR Debentures were fully extinguished in October 2023.

of the date of the execution of the Merger Agreement, Bristol Investment Fund entered into a support agreement with the Company pursuant

to which, subject to the terms and conditions therein, Bristol Investment Fund agreed to exchange its Original Debenture, in full satisfaction

of the outstanding principal amount, accrued but unpaid interest and a 30% premium, for (a) the AR Debenture in substantially the same

form as their respective Original Debenture, (b) shares of common stock and (c) shares of Series D Preferred Stock.

and Restated Non-Compensatory Option Agreement

the Effective Time, the Company assumed and converted options to purchase membership interests of Prairie LLC outstanding and unexercised

as of immediately prior to the Effective Time into Non-Compensatory Options to acquire an aggregate of 8,000,000 shares of common stock

for $7.14 per share, which are only exercisable if specific production hurdles are achieved, and the Company entered into the Option

Agreements with each of Gary C.

Hanna, Edward Kovalik, Paul Kessler and BOKA Energy LP, a third-party investor.

Erik Thoresen, a director

of the Company, is affiliated with BOKA Energy LP.

An aggregate of 2,000,000 Non-Compensatory Options are subject to be transferred to

the Series D PIPE Investors, based on their then percentage ownership of Series D Preferred Stock to the aggregate Series D Preferred

Stock outstanding and held by all PIPE Investors as of the Closing Date, if the Company does not meet certain performance metrics by

Rights Agreement

connection with the closing of the Series D PIPE, the Company entered into the Series D Registration Rights Agreements with each Series

D PIPE Investor pursuant to which the Company agreed to submit to or file with the SEC, within 45 calendar days after the Closing Date,

a registration statement registering the resale of the shares of common stock underlying the Series D Preferred Stock and Series D PIPE

Warrants, and the Company agreed to use its best efforts to have such registration statement declared effective as promptly as possible

after the filing thereof but no later than 90 calendar days (or 120 calendar days if the SEC notifies the Company that it will review

such registration statement) following the date of the closing.

Liquidated damages of $548,144 were paid under the registration rights agreement associated with the Series D PIPE

for the year ended December 31, 2023.

Of this total, $46,229 was paid to Bristol Investment Fund and $31,767 was paid to the First Idea

Party Transactions Following the Merger

fund the Exok Option Purchase, the Company entered into a securities purchase agreement with the Series E PIPE Investor on August 15,

2023, pursuant to which the Series E PIPE Investor agreed to purchase, and the Company agreed to sell to the Series E PIPE Investor,

for an aggregate of $20.0 million, securities consisting of (i) 39,614 shares of common stock, (ii) 20,000 shares of Series E Preferred

Stock, and (iii) Series E PIPE Warrants to purchase 8,000,000 shares of common stock, each at a price of $6.00 per share, in a private

The Company’s obligations

under the Series E Preferred Stock and the Series E PIPE Warrants are secured by a lien on the Exok Option Assets pursuant to the Deed

Upon commencement of a voluntary bankruptcy proceeding by Prairie LLC or involuntary bankruptcy proceeding against Prairie LLC,

the Series E PIPE Investor will have the right and option to proceed with foreclosure and to sell all or any portion of the Exok Option

In the event that no shares of Series E Preferred Stock remain outstanding (whether by conversion, redemption or otherwise) or

are no longer beneficially owned or otherwise held by the Series E PIPE Investor (or any of its affiliates), the lien on the Exok Option

Assets under the Deed of Trust will be released in accordance with the terms and procedures set forth therein.

Rights Agreement

connection with the Series E PIPE and the Exok Option Purchase, the Company entered into the Series E Registration Rights Agreement with

the Series E PIPE Investor and Exok Affiliates pursuant to which the Company agreed to submit to or file with the SEC, within the later

of (i) 45 calendar days after the Closing Date and (ii) 45 calendar days after the SEC declares the Company’s registration statement

with respect to the Series D PIPE registration rights agreement effective, a registration statement registering the resale of the Exok

Shares, shares of common stock underlying the Series E Preferred Stock and Series E PIPE Warrants, Exok Shares and shares of common stock

underlying the Exok Warrants, and the Company agreed to use its best efforts to have such registration statement declared effective as

promptly as possible after the filing thereof but no later than ninety (90) calendar days (or one hundred twenty (120) calendar days

if the SEC notifies the Company that it will review such registration statement) following the later of (x) Closing Date and (y) the

date the SEC declares the prior registration statement effective.

Non-Compensatory

Option Purchase Agreement

August 30, 2023, the Company, Gary C.

Hanna, Edward Kovalik, Bristol Capital and Georgina Asset Management, LLC (“Georgina Asset

Management”) entered into a non-compensatory option purchase agreement, pursuant to which Georgina Asset Management agreed to purchase,

and each of Gary C.

Hanna, Edward Kovalik and Bristol Capital (collectively, the “Sellers”) agreed to sell to Georgina Asset

Management, Non-Compensatory Options to acquire an aggregate of 200,000 shares of common stock for an aggregate purchase price of $2,000

(the “Option Purchase”).

The Option Purchase closed on August 30, 2023.

In connection with the Option Purchase, the Company

entered into an amendment to the Option Agreements with each of the Sellers (or an assignee thereof) to reflect that each Seller owns

a lesser number of Non-Compensatory Options after the Option Purchase.

Nominees Pty Ltd ATF Gregory K.

O’Neill Family Trust

May 3, 2023, the O’Neill Trust purchased $10,000,000 of Series D Preferred Stock and Series D PIPE Warrants in the Series D PIPE.

On August 15, 2023, the O’Neill Trust purchased $20,000,000 of Series E Preferred Stock and Series E PIPE Warrants in the Series

On November 13, 2023, the O’Neill Trust delivered notice to the Company of the exercise of its Series D B Warrants to purchase

2,000,000 shares of common stock at an exercise price of $6.00 per share for total proceeds to the Company of $12 million (the “Warrant

Each of the warrants held by the O’Neill Trust, as well as the Series D Preferred Stock and Series E Preferred

Stock was subject to a limitation on exercise or conversion, as applicable, if as a result of such exercise or conversion, the holder

would own more than 4.99% of the outstanding shares of common stock, which may be increased by the holder upon written notice to the

Company, to any specified percentage not in excess of 9.99% (the “Beneficial Ownership Limitation Ceiling”).

In connection

with the Warrant Exercise, the O’Neill Trust entered into an agreement with the Company pursuant to which it amended the terms

of each of its Series D PIPE Warrants and Series E PIPE Warrants to increase the Beneficial Ownership Limitation Ceiling from 9.99% to

25% and gave notice to the Company that it was increasing its Beneficial Ownership Limitation to 25% with respect to each of its remaining

The Beneficial Ownership Limitation Ceiling on the Series D Preferred Stock and Series E Preferred Stock remains at 9.99%.

and Procedures for Related Person Transactions

“Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is

or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct

or indirect material interest.

A “Related Person” means:

person who is, or at any time during the applicable period was, one of our executive officers

or one of our directors;

person who is known by us to be the beneficial owner of more than 5% of our common stock;

immediate family member of any of the foregoing persons, which means any child, stepchild,

parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,

brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of

more than 5% of our common stock, and any person (other than a tenant or employee) sharing

the household of such director, executive officer or beneficial owner of more than 5% of

our common stock;

firm, corporation or other entity in which any of the foregoing persons is a partner or principal

or in a similar position or in which such person has a 10% or greater beneficial ownership

Board has adopted a written related party transactions policy.

Pursuant to this policy, our audit committee will review all material

facts of all Related Party Transactions and either approved or disapproved entry into the Related Party Transaction, subject to certain

limited exceptions.

In determining whether to approve or disapprove entry into a Related Party Transaction, our audit committee shall

take into account, among other factors, the following:

(i) whether the Related Party Transaction is on terms no less favorable than terms

generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s

interest in the transaction.

Further, the policy requires that all Related Party Transactions required to be disclosed in our filings

with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Accounting Fees and Services

Fees and Services

following table presents fees for professional services rendered by Ham, Langston & Brezina LLP (“HL&B”) and MaughanSullivan

LLC (“MaughanSullivan”), in their roles as independent registered public accounting firm for the audit of the Company’s

annual financial statements and other services rendered for fiscal years 2023 and 2022, respectively:

Year ended December 31,

Audit Related Fees

All Other Fees

Fees c onsist of amounts billed for professional services rendered for the audit of our annual consolidated financial statements included

in our Annual Reports on Form 10-K, and reviews of our interim consolidated financial statements included in our Quarterly Reports on

Form 10-Q, including amendments thereto.

Audit-Related

Fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our

consolidated financial statements but are not reported under “Audit Fees.”

Fees consist of fees for professional services for tax compliance activities, including the preparation of federal and state tax

returns and related compliance matters.

Other Fees consists of amounts billed for services other than those noted above.

audit committee of our board of directors has considered whether the provision of the services described above for the fiscal years ended

December 31, 2022 and 2021, is compatible with maintaining the auditor’s independence.

audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the audit committee

of our board of directors.

Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including

bookkeeping or other services related to the accounting records or financial statements of the audit client;

financial information systems

design and implementation;

appraisal or valuation services, fairness opinion, or contribution-in-kind reports;

actuarial services;

audit outsourcing services;

management functions;

human resources;

broker-dealer, investment adviser, or investment banking services;

legal services and expert services unrelated to the audit;

and any other service that the Public Company Accounting Oversight Board determines,

by regulation, is impermissible.

Exhibits and Financial Statement Schedules

for Approval of Audit and Permitted Non-Audit Services

to the audit committee charter, the audit committee is responsible for the oversight of our accounting, reporting and financial practices.

The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors;

pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors;

establish the fees and other compensation to be paid to our external auditors.

During 2023, the audit committee pre-approved all audit

and permitted non-audit services provided by HL&B and MaughanSullivan.

and Financial Statement Schedules

Financial Statements.

financial statements of Creek Road Miners, Inc.

and its subsidiaries and the independent registered public accounting firm’s report

dated March 31, 2023, are incorporated by reference to Item 8 of this report.

and (c) Financial Statement Schedules

and (b) Exhibits

Agreement and Plan of Merger, dated October 24, 2022, by and among Creek Road Miners, Inc., Creek Road Merger Sub, LLC and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

Amended and Restated Certificate of Incorporation of Wizard Entertainment, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020).

Bylaws (as filed as Exhibit 2.1 to the Company’s Registration Statement on Form SB-2, filed with the SEC on March 25, 2003).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2021).

Certificate of Designation and Restatement of Rights, Preferences and Restrictions of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 30, 2022.)

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, dated July 16, 2021 (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021).

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, dated December 1, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2021).

First Amendment to the Bylaws of Wizard World, Inc.

(as filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 21, 2016).

consolidated financial statements of Prairie Operating Co.

and its subsidiaries and the report of independent registered public accounting

firm are included in Item 8 of this Annual Report.

The consolidated financial statement schedules have been omitted because they are not required under the related instructions, or

are not applicable.

The exhibits listed on the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Annual Report.

Not applicable.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed

on its behalf by the undersigned, thereunto duly authorized.

PRAIRIE OPERATING CO.

/s/ Edward Kovalik

Edward Kovalik

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities

and on the dates indicated.

Edward Kovalik

Executive Officer and Chair

Executive Officer)

Financial Officer

Financial and Principal Accounting Officer)

Erik Thoresen

and Restated Agreement and Plan of Merger, dated as of May 3, 2023, by and among Creek Road Miners, Inc., Creek Road Merger Sub,

LLC and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed

with the SEC on May 4, 2023).

Purchase Agreement, dated as of January 11, 2024, by and among Nickel Road Development LLC, Nickel Road Operating LLC, Prairie Operating

Co., and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K,

filed with the SEC on January 12, 2024).

Purchase Agreement, dated as of January 23, 2024, by and among Prairie Operating Co.

and Matthew Austin Lerman (incorporated by reference

to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2024).

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report

on Form 8-K, filed with the SEC on October 13, 2023).

and Restated Bylaws of Prairie Operating Co.

(incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form

8-K, filed with the SEC on May 9, 2023).

of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit

3.3 of the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2023).

of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit

3.1 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).

of Series D PIPE Warrant (incorporated by reference to Exhibit C of Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed

with the SEC on May 4, 2023).

of Exok Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on

August 17, 2023).

of Series E A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form

8-K, filed with the SEC on August 17, 2023).

of Series E B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form

8-K, filed with the SEC on August 17, 2023).

Description of Company’s securities.

Form of Securities Purchase Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Form of 12% Senior Secured Convertible Debenture (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Form of Warrant (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Form of Security Agreement (as filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc.

Kaufman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2021).

Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc.

Bowman (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2021).

Separation Agreement entered into as of February 20, 2021 between Wizard Brands, Inc.

Maatta (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 3, 2021).

Securities Purchase Agreement dated March 26, 2021, between Wizard Brands, Inc.

and Leviston Resources LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

Amendment No.1 to Securities Purchase Agreement, dated as of July 16, 2021, between Creek Road Miners, Inc.

and Leviston Resources, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Registration Rights Agreement dated March 26, 2021, between Wizard Brands, Inc.

and Leviston Resources LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

Amendment No.

1 to Registration Rights Agreement, dated July 16, 2021, between Creek Road Miners, Inc.

and Leviston Resources, LLC (as filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

Amendment and Waiver of Exercise Limitations Letter Agreement, dated as of November 13, 2023, by and between the Issuer and the Family Trust.

Purchase Agreement, dated as of August 15, 2023, by and between Prairie Operating Co.

and Narrogal Nominees Pty Ltd ATF Gregory K

O’Neill Family Trust (incorporated by reference to Exhibit 10.2 of the amendment to the Company’s Current Report on Form

8-K, filed with the SEC on August 18, 2023).

Rights Agreement, dated as of August 15, 2023, by and among Prairie Operating Co.

and the holders thereto (incorporated by reference

to Exhibit 10.3 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).

of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, dated as of

August 15, 2023, from Prairie Operating Co., as mortgagor, to Gregory O’Neill, as trustee, for the benefit of Narrogal Nominees

Pty Ltd ATF Gregory K O’Neill Family Trust (incorporated by reference to Exhibit 10.4 of the amendment to the Company’s

Current Report on Form 8-K, filed with the SEC on August 18, 2023).

Non-Compensatory

Option Purchase Agreement, dated as of August 30, 2023, by and among Prairie Operating Co., Gary C.

Hanna, Edward Kovalik, Bristol

Capital, LLC and Georgina Asset Management, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report

on Form 8-K, filed with the SEC on September 5, 2023).

& Restated Prairie Operating Co.

Long-Term Incentive Plan, effective as of August 25, 2023 (incorporated by reference to Exhibit

10.24 of the Company’s Amendment No.

4 to Form S-1, filed with the SEC on October 24, 2023).

of Restricted Stock Unit Award Agreement (for Non-Employee Directors and Consultants) (incorporated by reference to Exhibit 10.25

of the Company’s Amendment No.

4 to Form S-1, filed with the SEC on October 24, 2023).

of Restricted Stock Unit Award Agreement (for Employees) (incorporated by reference to Exhibit 10.26 of the Company’s Amendment

4 to Form S-1, filed with the SEC on October 24, 2023).

of Amended and Restated Employment Agreement (President and CEO) (incorporated by reference to Exhibit 10.18 of the Company’s

Amendment No.

1 to Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC, dated July 16, 2021 (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

4 to Form S-1, filed with the SEC on October 24, 2023).

of Amended and Restated Employment Agreement (Other Executive Officers) (incorporated by reference to Exhibit 10.19 of the Company’s

Amendment No.

1 to Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC, dated July 16, 2021(incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Asset Purchase Agreement dated August 6, 2021, between Kick the Can Corp.

and Informa Pop Culture Events, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 10, 2021).

Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 31, 2021).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 31, 2021).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 10, 2021).

Form of Warrants (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 10, 2021).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 10, 2021).

Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc.

Kessler (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Amended and Restated Employment Agreement of Scott D.

Kaufman dated as of December 23, 2021, by and between Creek Road Miners, Inc.

Kessler (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc.

Sheikh (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc.

and Alan Urban (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Employment Agreement between Creek Road Miners, Inc.

Maatta, entered into as of May 1, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Amendment to Employment Agreement between Creek Road Miners, Inc.

Maatta, dated July 7, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Second Amendment to Amended and Restated Employment Agreement between Creek Road Miners, Inc.

Kessler, dated July 7, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Second Amendment to Amended and Restated Employment Agreement between Creek Road Miners, Inc.

and Scott Kaufman, dated July 8, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Amendment to Employment Agreement between Creek Road Miners, Inc.

Sheikh, dated July 7, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Amendment to Employment Agreement between Creek Road Miners, Inc.

and Alan Urban, dated July 28, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Contract with CDMG, Inc.

(incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021).

Contract with CDMG, Inc.

(incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021)

Contract with Retro Wall Street Consulting, LLC (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021).

Non-Fixed Price Sales and Purchase Agreement dated December 17, 2021 between Creek Road Miners, Inc.

and Bitmain Technologies Limited (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022).

Gas Supply Agreement dated as of October 22, 2021 between Creek Road Miners, Inc.

and American Natural Energy Corporation (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022).

Terms and Conditions of Braiins Mining Limited (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022).

Binding Memorandum of Understanding between Creek Road Miners, Inc.

and Highway Energy Partners, Inc.

dated as of May 28, 2022.

Agreement between Creek Road Miners, Inc.

and Alpha Capital Anstalt made as of August 24, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 7, 2022).

Convertible Promissory Note dated August 31, 2022 issued by Creek Road Miners, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 7, 2022).

Convertible Promissory Note issued September 9, 2022.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2022).

Purchase and Sale Agreement, dated October 24, 2022, by and between Exok, Inc.

and Prairie Operating Co., LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

Form of Stockholders Agreement, by and among Creek Road Miners, Inc., Bristol Capital Advisors, LLC, Paul Kessler, Edward Kovalik and Gary Hanna (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

Form of Lock-Up Agreement, by and between Creek Road Miners, Inc., and certain directors and officers of Creek Road Miners, Inc., Edward Kovalik and Gary Hanna (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

Form of Support Agreement, by and between Creek Road Miners, Inc.

and certain stockholders (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2017).

Consent of MaughanSullivan LLC.

Power of Attorney (included on signature pages).

Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))*

Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))*

Certification by the Principal Executive Officer pursuant to 18 U.S.C.

4 to Form S-1, filed with the SEC on October 24, 2023).

Services Agreement and Order Form, dated February 16, 2023, by and between Atlas Power Hosting, LLC and Creek Road Miners, Inc.

(incorporated

by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2023).

and Restated Purchase and Sale Agreement, dated as of May 3, 2023, by and among Prairie Operating Co., LLC, Exok, Inc.

Road Miners, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC

on May 4, 2023).

Agreement (Series B Preferred Stock), dated as of May 3, 2023, by and between Creek Road Miners, Inc.

and Bristol Investment Fund,

(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2023).

Form of Support Agreement (Series C Preferred Stock) (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2023).

Agreement (Senior Secured Convertible Debenture), dated as of May 3, 2023, by and between Creek Road Miners, Inc.

and Bristol Investment

(incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on May

Agreement (Senior Secured Convertible Debenture and Series A Preferred Stock), dated as of May 3, 2023, by and among Creek Road Miners,

Inc., Barlock 2019 Fund, LP, Scott D.

Kaufman and American Natural Energy Corporation (incorporated by reference to Exhibit 10.6

of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2023).

Agreement (Convertible Promissory Note), dated as of May 3, 2023, by and between Creek Road Miners, Inc.

and Creecal Holdings, LLC

(incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2023).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2023).

Agreement, dated as of May 3, 2023, by and among Creek Road Miners, Inc., Bristol Capital Advisors, LLC, Paul Kessler, Edward Kovalik

Hanna (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC

on May 9, 2023).

of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed

with the SEC on May 9, 2023).

of 12% Amended and Restated Senior Secured Convertible Debenture Due December 31, 2023 (incorporated by reference to Exhibit 10.9

of the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2023).

and Restated Security Agreement, dated as of May 3, 2023, by and among Prairie Operating Co.

and its subsidiaries, Barlock 2019 Fund,

LP and Bristol Investment Fund, Ltd.

(incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K,

filed with the SEC on May 9, 2023).

of Amended and Restated Non-Compensatory Option Agreement (incorporated by reference to Exhibit 10.11 of the Company’s Current

Report on Form 8-K, filed with the SEC on May 9, 2023).

of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Registration Statement on Form S-1, filed with

the SEC on June 16, 2023).

Consent of Ham, Langston & Brezina, L.L.P.

Consent of Cawley, Gillespie & Associates, Inc.

Certification

by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule

Certification

by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule

Certification

by the Principal Executive Officer pursuant to 18 U.S.C.

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification by the Principal Financial Officer pursuant to 18 U.S.C.

Certification

by the Principal Financial Officer pursuant to 18 U.S.C.

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy.

Report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of Prairie Operating Co.

as of December 31, 2023.

XBRL Instance Document

5 unchanged sentences

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Indicates a management contract or compensatory plan or arrangement

Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of

a registration statement for purposes of Section 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the

Exchange Act, and otherwise is not subject to liability under these section

Form 10-K Summary

Company has elected not to include a summary of the Form 10-K.

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.

ROAD MINERS, INC.

March 31, 2023

and Chief Executive Officer

Executive Officer and Principal Financial and Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott D.

Kaufman and Alan L.

and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in

his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with

exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done

therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said

attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue

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.

Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer),

President and Director

Michael Breen

exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2)

of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted exhibit

or schedule to the SEC upon its request.

of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data

file is deemed not filed or part of a registration statement for purposes of Section 11 or

12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange

Act, and otherwise is not subject to liability under these sections.

# Indicates a management contract or compensatory

plan or arrangement.

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

What changed 10-K

Item 9A. Controls and Procedures