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美国

证券交易委员会

华盛顿特区 20549

表格 10-K 的修正案 No. 1

(选择一项)

☒ 根据《1934 年证券交易法》第 13 条或第 15(D) 条提交的年度报告

截至 2025 年 12 月 31 日的财年

☐ 根据《1934 年证券交易法》第 13 或 15(D) 条提交的过渡报告

从至的过渡期

EON 资源公司，股份有限公司

(根据其章程中指定的注册人全名)

特拉华州		001-41278		85- 4359124
(注册或组织的州或司法管辖区)		(委员会文件编号)		(美国国税局雇主识别号)

德克萨斯州休斯顿基尔比大道 3730 号，1200 室 \nHouston, TX		77098
(主要执行办公室地址)		(邮政编码)

注册人的电话号码，包括区号：(713) 834-1145

根据《法案》第 12(b) 条注册的证券：

每类证券的名称：	交易代码：	每种证券的注册交易所名称：
面值为每股 0.0001 美元的 A 类普通股	EONR	纽约证券交易所美国有限责任公司
认股权证，每张完整认股权证可按每股 11.50 美元的价格行权，购买 3/4 股 A 类普通股	EONR.WS	纽约证券交易所美国有限责任公司

根据《法案》第 12(g) 条注册的证券：无

通过勾选方框表明注册人是否为《证券法》第 405 条中定义的知名资深发行人。是 ☐ 否 ☒

通过勾选方框表明注册人是否不需要根据《交易法》第 13 或第 15(d) 条提交报告。是 ☐ 否 ☒

通过勾选方框表明注册人是否(1) 已提交了根据《1934 年证券交易法》第 13 或 15(d) 条在前 12 个月内（或注册人需要提交此类报告的较短期间）应提交的所有报告，以及(2) 在过去 90 天内已受到此类提交要求的约束。是 ☐ 否 ☒

通过勾选方框表明注册人是否在前 12 个月内（或注册人需要提交此类文件的较短期间）已提交了根据第 405 条《S-T 规则》（本章第 232.405 条）要求提交的所有交互式数据文件。是 ☒ 否 ☐

通过勾选方框表明注册人是否为大型加速提交者、加速提交者、非加速提交者、较小报告公司或新兴成长公司。有关“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义，请参见《交易法》第 12b-2 条。

大型加速提交者	☐	加速提交者	☐
非加速提交者	☒	较小报告公司	☒
		新兴成长公司	☒

如果是一家新兴成长公司，请勾选方框表示注册人是否选择不使用根据《交易法》第13(a)条规定的任何新修订的财务会计标准的延长过渡期。 ☐

请勾选方框表示注册人是否已由为其出具或签发审计报告的注册公众会计公司根据《萨班斯-奥克斯利法案》第404(b)条（15 U.S.C. 7262(b)）提交了其管理层对财务报告内部控制有效性的评估报告和鉴证报告。 ☐

如果证券是根据《法案》第12(b)条注册的，请勾选方框表示注册人提交的文件中包含的财务报表是否反映了对以前发布的财务报表的更正。 ☒

请勾选方框表示这些更正是否为需要根据§240.10D-1(b)对注册人在相关回收期内收到的基于激励的薪酬进行回收分析的重述。 ☒

请勾选方框表示注册人是否为壳公司（根据《交易法》第12b-2条定义）。是 ☐ 否 ☒

注册人非关联方持有的投票普通股的总市场价值约为1120万美元，基于2025年6月30日的最后交易价格。

截至2026年9月25日，发行和流通的A类普通股为55,824,861股，每股面值0.0001美元，B类普通股为0股，每股面值0.0001美元。

说明性备注

本10-K/A表格第1号修正案（“修正案”）修改了EON Resources, Inc.（“公司”、“我们”或“我们”）截至2025年12月31日财年的年度报告10-K，该报告于2026年9月28日提交给证券交易委员会（“SEC”）（“原始10-K”）。“

2026年10月8日，公司董事会审计委员会（“审计委员会”）根据管理层的建议决定，由于其储量从已探明未开发储量重新分类为可能储量而非前瞻性基础上，其石油和天然气储量的折旧、摊销和摊销会计估计在追溯基础上被错误应用。因此，公司此前高估了截至2025年12月31日年度的折旧、摊销和摊销费用及其对所得税准备金的相关影响。

此外，根据证券交易委员会的规定，原始10-K第IV部分第15项中包含的附录列表已修订并重新表述，以包括适用附录的更新，包括独立注册公众会计公司的当前日期同意书、独立认证石油工程师和公司首席执行官及首席财务官的当前认证，根据2002年《萨班斯-奥克斯利法案》第302和906条的要求。

除上述情况外，原始10-K中包含的其他信息并未通过修订文件进行更正、更新、更改或重述，修订文件也不旨在反映原始10-K之后的任何信息或事件。修订文件继续描述原始10-K日期的状况，除非本修订文件中明确包含的内容外，本修订文件无意更新、修改或补充原始10-K中包含的披露内容。因此，应将本修订文件与原始10-K及我们向证券交易委员会提交的其他文件一起阅读。

	页码
关于前瞻性声明的警示说明	iii

第一部分		1

项目 1	业务	1
项目 1A.	风险因素	23
项目 1B.	未解决的工作人员意见	46
项目 1C.	网络安全	46
项目 2.	财产	46
项目 3.	法律诉讼	46
项目 4.	矿山安全披露	46

第二部分		47

项目 5.	注册人的普通股市场、相关股东事项和发行人购买权益证券	47
项目 6.	[保留]	48
项目 7.	管理层讨论与分析财务状况和经营成果	48
项目 7A.	关于市场风险的定量和定性披露	55
项目 8.	财务报表和补充数据	55
项目 9.	与会计师在会计和财务披露方面的变更和分歧	55
项目 9A.	内部控制和程序	55
项目 9B.	其他信息。	56
项目 9C.	关于阻止检查的外国司法管辖区的披露。	56

第三部分		57

项目 10.	董事、高管和公司治理	57
项目 11.	高管薪酬	62
项目 12.	特定受益所有人和管理层的证券所有权及相关股东事项	76
项目 13.	有关关联关系和相关交易以及董事独立性的事项	77
项目 14.	主要会计师费用和业务	78

第四部分		79

项目 15.	附录和财务报表附表	79
项目 16.	10-K格式摘要	81

某些术语

除非在本年度报告\n on Form 10-K（本“报告”）中另有说明，或上下文另有要求，对以下内容的引用：

\n \n \n \n \n

●

“A类普通股”是指我们的A类普通股，面值为每股0.0001美元；

\n \n \n \n \n

●

“B类普通股”是指我们的B类普通股，面值为每股0.0001美元；

\n \n \n \n \n

●

“创始人股份”是指我们发起人最初在首次公开募股前通过私募发行购买的A类普通股；

\n \n \n \n \n

●

“初始业务合并”或“收购”是指我们在2023年11月15日完成的初始业务合并，根据MIPA中规定的交易交割，我们（通过我们的子公司）收购了Pogo Resources, LLC（一家德克萨斯州有限责任公司，“Pogo”或“目标公司”）100%的已发行会员权益；

\n \n \n \n \n

●

“首次公开发行”是指2022年2月15日完成的首次公开发行；

\n \n \n \n \n

●

“初始股东”是指我们首次公开发行前的创始人股份持有人（或其允许的受让人）；

\n \n \n \n \n

●

“管理层”或我们的“管理团队”是指我们的高管和董事；

\n \n \n \n \n

●

“MIPA”是指2023年8月28日签署的《修订和重述的会员权益购买协议》，并经修订（“MIPA”），由我们、EON Upstream, LLC（我们全资拥有的子公司，“OpCo”）、EON Partner, Inc.（我们全资拥有的子公司，“SPAC Subsidiary”，并与我们和OpCo一起，“买方”和每个“买方”）、CIC Pogo LP（特拉华州有限合伙公司，“CIC”）、DenCo Resources, LLC（德克萨斯州有限责任公司，“DenCo”）、Pogo Resources Management, LLC（德克萨斯州有限责任公司，“Pogo Management”）、4400 Holdings, LLC（德克萨斯州有限责任公司，“4400”及与CIC、DenCo和Pogo Management一起，合称“卖方”和每个“卖方”），以及仅针对MIPA第6.20条，发起人。

\n \n \n \n \n

●

“私募发行单位”是指我们在首次公开发行交割时同时向我们发起人发行的单位；

\n \n \n \n \n

●

“私募发行认股权证”是指作为私募发行单位一部分出售的认股权证，以及任何与向第三方、我们的高管或董事（或允许的受让人）出售的营运资金贷款有关的私募发行认股权证或认股权证。

\n \n \n \n \n

●

“公众股份”是指我们在首次公开发行中作为单位一部分出售的A类普通股（无论它们是在我们的首次公开发行中购买的，还是之后在公开市场购买的）；

\n \n \n \n \n

●

“公众股东”是指我们的公众股份的持有人，包括我们的初始股东和管理层，如果我们的初始股东和/或管理层成员购买了公众股份，则包括他们，但每个初始股东和管理层成员作为“公众股东”的身份仅限于这些公众股份；

\n \n \n \n \n

●

“公众认股权证”是指我们在首次公开发行中作为单位一部分出售的可赎回认股权证（无论它们是在我们的首次公开发行中购买的，还是之后在公开市场购买的）；

\n \n \n \n \n

●

“发起人”是指HNRAC Sponsors, LLC，一家特拉华州有限责任公司；

\n \n \n \n \n

●

“认股权证”是指我们的可赎回认股权证，包括公众认股权证以及私募发行认股权证，只要它们不再由私募发行单位的初始购买者或其允许的受让人持有；

\n \n \n \n \n

●

“HNR”和“HNRA”是指公司在2024年9月17日名称变更日前的公司。

\n \n \n \n \n

●

“注册人”、“我们”、“我们公司”、“EON”、“EON Resources”均指EON Resources, Inc.

关于前瞻性声明的警示说明\n

本报告中包含的一些陈述可能根据美国联邦证券法被认定为“前瞻性声明”。我们关于未来的前瞻性声明包括但不限于我们或我们管理团队的期望、希望、信念、意图或策略。此外，任何提及预测、预测或其他对未来事件或情况的描述，包括任何基础假设，都是前瞻性声明。词语“预期”、“相信”、“继续”、“可能”、“估计”、“期望”、“打算”、“可能”、“可能”、“计划”、“可能”、“潜力”、“预测”、“预测”、“应该”、“会”以及类似表达可能标识前瞻性声明，但这些词语的缺失并不意味着该声明不是前瞻性声明。本报告中的前瞻性声明可能包括例如以下内容：

\n \n \n \n \n

●

我们对我们业务表现的预期；

\n \n \n \n \n

●

我们保留或招聘高管、关键员工或董事的成功，或对此的更改要求；

\n \n \n \n \n

●

我们获得额外融资的潜在能力；

\n \n \n \n \n

●

我们财产的产量水平；

\n \n \n \n \n

●

整体和区域供需因素、生产延迟或中断；

\n \n \n \n \n

●

我们公开证券的潜在流动性及交易；

\n \n \n \n \n

●

我们证券缺乏市场；

\n \n \n \n \n

●

石油和天然气行业中的竞争；

\n \n \n \n \n

●

信托账户不受第三方索赔的影响；或

\n \n \n \n \n

●

未来经营成果。

本报告中的前瞻性声明基于我们目前的预期和信念，涉及未来的发展及其对我们可能的影响。我们无法保证影响我们的未来发展会是我们所预期的。这些前瞻性声明涉及许多风险、不确定性（其中一些超出我们的控制）或其他假设，可能导致实际结果或表现与这些前瞻性声明所表达或暗示的有重大差异。这些风险和不确定性包括但不限于“风险因素”标题下描述的因素。如果这些风险或不确定性中的一个或多个成为现实，或者我们的任何假设被证明不正确，实际结果可能在重大方面与这些前瞻性声明中预测的结果有所不同。我们没有义务根据新信息、未来事件或其他情况更新或修订任何前瞻性声明，除非根据适用的证券法要求。这些风险和其他在“风险因素”中描述的风险可能并不详尽。

根据其性质，前瞻性声明涉及风险和不确定性，因为它们涉及可能或可能不会在将来发生的事件，并且取决于可能或可能不会发生的状况。我们提醒您，前瞻性声明不是对未来表现的保证，我们实际的运营结果、财务状况和流动性以及我们所处行业的进展可能与本报告中作出或暗示的前瞻性声明有重大差异。此外，即使我们的运营结果、财务状况和流动性以及我们所处行业的进展与本报告中包含的前瞻性声明一致，这些结果或进展可能并不能说明后续期间的结果或进展。

iii

影响我们公司的重大风险摘要

我们的业务面临多种风险和不确定性，如本报告中“风险因素”及其他部分所更详细地描述。我们敦促您完整阅读“风险因素”标题下的披露内容和本报告。我们的重大风险可概括如下：

\n \n \n \n \n

●

我们的独立注册会计师事务所的报告包含一段解释性段落，表达了对我们持续作为“持续经营”能力的严重怀疑。

\n \n \n \n \n

●

我们生产的油田位于二叠纪盆地，这使我们容易受到在单一地理区域运营相关风险的影响。

\n \n \n \n \n

●

我们获得权益的油田产权可能因产权缺陷而受损。

\n \n \n \n \n

●

我们依赖各种服务来进行我们运营的油田的开发和生产活动。我们几乎所有的收入都来自于这些生产油田。如果我们或我们未能开发和运营我们土地上的预期井数减少，可能会对我们的运营结果和现金流产生不利影响，无法充分有效地进行。

\n \n \n \n \n

●

我们确定的开发活动容易受到可能显著改变我们开发活动发生或时间的不确定性的影响。

\n \n \n \n \n

●

我们租赁的收购和开发将需要大量资金，我们可能无法以令人满意的方式或根本无法获得所需的资金或融资。

\n \n \n \n \n

●

我们目前计划就原油的生产以及可能的天然气（其占储备的比例较小）进行对冲安排。

\n \n \n \n \n

●

我们估计的储量基于许多可能不准确的假设。这些储量估计或基础假设中的任何重大不准确之处都将对储量的数量和现值产生重大影响。

\n \n \n \n \n

●

我们认为我们目前在财务报告方面的内部控制无效。

\n \n \n \n \n

●

我们从原油和天然气生产活动中获得的收入大部分来自于基于我们权益下土地生产的原油和天然气销售价格的运营油田。

\n \n \n \n \n

●

如果商品价格下降到我们的油田未来未折现现金流低于其账面价值的水平，我们可能需要对油田的账面价值进行减记。

\n \n \n \n \n

●

设备、原材料、供应品或人员的不可用、高成本或短缺可能会限制或导致开发和运营我们资产的成本增加。

\n \n \n \n \n

●

原油和天然气产量的市场可销售性取决于运输和加工及精炼设施，而这些我们无法控制。

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钻探和生产原油和天然气是高风险活动，存在许多不确定性，可能会对我们的业务、财务状况、经营成果和现金流量产生重大不利影响。

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原油和天然气作业受各种政府法律法规的约束。

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与水力压裂相关的联邦和州立法及监管举措可能导致我们增加成本、额外的运营限制或延误，并减少潜在的开发地点。

第一部分

第1项。业务

概述

EON Resources, Inc.（“公司”或“EON”）是在特拉华州成立的空白支票公司，旨在通过与一个或多个企业或实体进行合并、股份交换、资产收购、股票购买、重组或类似业务合并来实现业务目标。在完成收购之前，我们的努力仅限于组织活动、完成首次公开募股以及评估可能的业务合并。2022年2月15日，我们完成了750万单位（“单位”）的首次公开募股（“首次公开募股”），每单位价格为10.00美元，筹集资金7500万美元。此外，承销商完全行使了购买112.5万额外单位的选择权，我们因此获得了1125万美元的现金收入。在首次公开募股结束时，我们同时完成了以每单位10.00美元的价格出售50.5万份私募单位，筹集资金505万美元，私募对象为我们的发起人和EF Hutton（前身为Kingswood Capital Markets）（“EF Hutton”）。2022年4月4日，单位拆分为A类普通股和认股权证，并停止交易。2022年4月4日，A类普通股和认股权证开始在纽约证券交易所美国市场交易。2024年9月16日，公司向特拉华州州务卿提交了修正和重述公司章程的修正案（“修正案”），将公司名称从“HNR Acquisition Corp”变更为“EON Resources, Inc.”，自2024年9月17日起生效。

我们是一家总部位于德克萨斯州的独立石油和天然气公司，成立于2017年，专注于在二叠纪盆地收购、开发、勘探、生产和出售石油和天然气资产。二叠纪盆地位于德克萨斯州西部和新墨西哥州东南部，其特点是原油和富含液体的天然气含量高，有多层垂直和水平目标层位，生产历史丰富，储量寿命长，历史上钻井成功率高。我们的资产位于新墨西哥州埃迪县的Grayburg-Jackson Field（“GJF”）和新墨西哥州利县的South Justis Field（“SJF”），这两个区块均位于二叠纪盆地的子区域。LHO Operating, LLC，公司的子公司（“LHO”），主要通过注水采油方法进行生产。

目前，我们有20名员工（5名高管，1名支持人员和14名新墨西哥州的现场人员）。有时，根据需要，合同工负责处理额外的必要职责。

如上所述，我们的资产包括在GJF地区约13,700英亩（13,700英亩净面积）的连续租赁权，平均作业权益为100%。我们在GJF资产中运营100%的净面积，所有面积均为垂直井的净运营面积，平均深度约为3,810英尺。此外，SJF地区有约5,400英亩（5,400英亩）的连续租赁权，平均作业权益为94%。我们在SJF资产中运营100%的净面积，所有面积均为垂直井的净运营面积，平均深度约为6,000英尺。

我们截至2025年12月31日的年平均日产量为734桶油当量（“BOE”）/天。我们截至2024年12月31日的年平均日产量为798 BOE/天。产量下降是由于井下停机时间增加以及需要维修或更换的注水管线增加。

购买

2022年12月27日，我们签订了MIPA，该协议于2023年8月28日进行了修订和重述，并于2023年11月15日进一步修订。我们的股东在原定于2023年10月30日召开的特别股东大会上批准了MIPA中拟议的交易，该会议被休会，随后于2023年11月13日重新召开（“特别会议”）。“

2023年11月15日（“交割日”），根据MIPA：

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我们向特拉华州州务卿提交了第二份修订和重述的公司章程（“第二A&R章程”），根据该章程，我们股本的授权股份数量（每股面值0.0001美元）增加至121,000,000股，其中包括（i）100,000,000股A类普通股，（ii）20,000,000股B类普通股，以及（iii）1,000,000股优先股，每股面值0.0001美元；

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我们普通股被重新分类为A类普通股；B类普通股没有经济权利，但其持有人在股东一般投票的所有事项上拥有1票投票权；A类普通股和B类普通股的持有人将在所有提交给我们的股东投票或批准的事项上作为一个单一类别共同投票，除非适用法律或第二A&R章程另有规定；

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（A）我们向OpCo（i）转让了我们所有的资产（不包括我们在OpCo中的权益以及满足我们的股东行使赎回权（如下文定义）所需的现金总额）以及（ii）2,000,000股新发行的B类普通股（此类股份称为“卖方B类股份”）；（B）作为交换，OpCo向我们发行了相当于MIPA拟议交易交割（在EON股东行使赎回权后）后立即发行和流通的A类普通股总数的A类普通股单位（“OpCo A类单位”）（此类交易称为“SPAC转让”）；

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SPAC 投资完成后，OpCo 向 SPAC 子公司注资 900,000 美元，以换取 SPAC 子公司全部已发行普通股（“SPAC 子公司投资”）；以及

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SPAC 子公司投资完成后，卖方将（A）向 OpCo 转让、注资、转让并移交，OpCo 从卖方处收购并接受 Pogo Resources, LLC（一家得克萨斯州有限责任公司，“Pogo”或“目标”）的 99% 未发行会员权益，以及（B）向 SPAC 子公司转让、注资、转让并移交，SPAC 子公司从卖方处购买并接受目标的 1% 未发行会员权益（与 99% 的权益一起，称为“目标权益”），每种情况均以（x）900,000 美元现金对价（如下所述）换取 SPAC 子公司，以及（y）其余的总对价（如下所述）换取 OpCo（此类交易，连同 SPAC 投资、SPAC 子公司投资及其他 MIPA 规定的交易，称为“购买”）。

“总对价”为\n目标权益：(a) 现金 31,074,127 美元，立即可用资金（“现金对价”），\n(b) OpCo 的 2,000,000 股 B 类普通股（“OpCo B 类股份”），每单位价值 10.00 美元（“普通股对价”），\n可兑换为 2,000,000 股 A 类普通股，该股份可在行使 OpCo 换股权（如下所述）时发行，\n(c) 卖方 B 类股份，(d) 通过向卖方签发的期票支付 15,000,000 美元（“卖方票据”），(e) OpCo 的 1,500,000 股优先股（“OpCo 优先股”和与 OpCo A 类股份及 OpCo B 类股份一起，称为“OpCo 股份”）（“优先股对价”，和普通股对价一起，称为“股份对价”），以及 (f) 买方同意在 2023 年 11 月 21 日或之前，从 Pogo 的石油和天然气生产收益中支付给卖方 1,925,873 美元，包括根据其与雪佛龙关联方的第三方合同。在交割时，500,000 股卖方 B 类股份（“托管股份对价”）根据托管协议和 MIPA 中的赔偿条款被托管。

在此次购买中，EON 首次公开发行中出售的 3,323,707 股普通股的持有者（“公众股”）已正确行使了将其公众股赎回的权利（“赎回权”），以获得信托账户（“信托账户”）中按比例分配的部分，该账户持有 EON 首次公开发行的收益、EON 支付以延长完成业务合并时间的资金以及截至交割前两个营业日计算的利息，约为每股 10.95 美元，总计 49,362,479 美元。在考虑了赎回权后，信托账户中的剩余金额为 12,979,300 美元。

交割立即完成后，Pogo Royalty, LLC（一家德克萨斯州有限责任公司），作为卖方的关联方和卖方指定的总对价接收方（“Pogo Royalty”）行使其与200,000份OpCo Class B单位（以及200,000股Class B普通股）相关的OpCo交换权。\n在考虑了上述购买、公开股份的赎回以及前一句中提到的交换后，（i）已发行并流通的Class A普通股为5,097,009股，（ii）已发行并流通的Class B普通股为1,800,000股，（iii）已发行并流通的优先股为0股。

Class A普通股和EON认股权证继续交易，但现在作为一家运营公司，在纽约证券交易所美国市场，交易代码为“EONR”和“EONR.WS”。

OpCo A&R LLC协议

在交割相关事项中，EON和Pogo Royalty签订了修订和重述的OpCo有限责任公司协议（“OpCo A&R LLC协议”）。根据A&R OpCo LLC协议，Pogo Royalty拥有（“OpCo交换权”）将全部或部分其OpCo Class B单位交换为，由OpCo选择，（i）按每交换一份OpCo Class B单位兑换一股Class A普通股的兑换比率兑换Class A普通股，该比率将根据股票拆分、股票股息和重新分类及其他类似交易进行调整，或（ii）等值现金。在根据OpCo交换权交换OpCo Class B单位或根据强制交换收购OpCo Class B单位的情况下，相关OpCo单位持有人持有的Class B普通股相应数量将被注销。在截至2024年12月31日的年度内，Pogo Royalty行使了其权利，将1,300,000份OpCo Class B单位兑换为1,300,000股Class A普通股。

OpCo优先股将在该OpCo优先股发行日期的两年 anniversary（“强制转换触发日”）自动转换为OpCo Class B单位，转换率通过将（i）每单位20.00美元（“规定转换价值”）除以（ii）转换日前五个（5）个交易日Class A普通股每日VWAP的简单平均值得出。

在完成PSTE协议（如下所述）所设想的交易后，没有OpCo Class B单位或OpCo优先股仍在流通，EON成为OpCo股权利益的唯一所有者。

担保协议

在交割相关事项中，EON与Pogo Royalty以及EON某些在其中列出的创始人（“创始人”）签订了担保协议（“担保协议”），根据该协议，Pogo Royalty有权（“卖出权”）要求创始人以其中规定的购买价格购买Pogo Royalty的OpCo优先股。

为确保创始人能够根据卖出权购买OpCo优先股，创始人将1,300,000股Class A普通股存入托管账户（“托管股份”）。担保协议在完成PSTE协议时终止。

创始人承诺协议

在交割相关事宜中，EON与创始人签订了创始人承诺协议（“创始人承诺协议”），作为将信托股份存入托管并签订支持协议的对价，EON同意：(a) 截至2024年1月15日，向创始人发行相当于信托股份数量10%的新发行的A类普通股总数；以及(b) 截至2024年1月15日，向创始人发行相当于信托股份数量10%的购买A类普通股的认股权证总数，该认股权证自发行之日起五年内可行使，行权价为每股11.50美元。

购买、出售、终止与交换协议

2025年2月10日，公司与公司、OpCo、SPAC子公司、EON Energy, LLC（公司全资子公司，“EON Energy”）、Pogo Royalty、CIC、DenCo、Pogo Management和4400签订了购买、出售、终止与交换协议（经修订，称为“PSTE协议”）。“

2025年9月9日，PSTE协议中约定的交易完成（“PSTE交割”）。根据PSTE协议，在PSTE交割时，(i) 公司以13,675,000美元现金从Pogo Royalty购买了GJF现有租赁和井的10%的溢余收益权（“Pogo ORRI”）；(ii) Pogo Royalty放弃根据卖方票据产生的所有未付利息，将卖方票据的未偿本金金额减少至7,000,000美元，并通过公司支付7,000,000美元现金，结算并解除卖方票据；(iii) Pogo Royalty将1,500,000股OpCo优先单位转让给公司，作为公司发行1,500,000股A类普通股的对价。

公司记录了13,500,000美元的购买金额，作为ASC 932下租赁成本基础的增加，额外的175,000美元是用于PSTE交割日的最终Pogo ORRI负债支付。公司根据ASC 505的规定，将与OpCo优先单位相关的非控制性权益价值重新分类为与发行1,500,000股A类普通股相关的额外实收资本，未确认任何收益或损失。

新的ORRI协议与转让

2025年9月9日，LHO与一位投资者（“ORRI投资者”）签订了关于溢余收益权的协议（“2025 ORRI协议”），其中购买和出售了两种不同的溢余收益权，并同意根据标题为“溢余收益权转让”的文件（“2025 ORRI转让”）进行转让。根据2025年9月9日签署的2025 ORRI转让，LHO将溢余收益权（每个称为“2025 ORRI”）转让给投资者，该权利涉及某些租赁权益、烃类和井。这两个2025 ORRIs如下：(i) GJF现有租赁和井的15%永久溢余收益权（“Waterflood ORRI”）；以及(ii) 在San Andres Formation（根据2025 ORRI转让定义）中，由Virtus Energy Assets, LLC（“Virtus”，Virtus Energy partners, LLC的关联公司）根据Farmout计划（如下所述）钻探的井中的5%永久溢余收益权（“Horizontal ORRI”）。

2025 ORRI协议规定了除其他事项外，与Waterflood ORRI相关的向ORRI投资者支付的条款。根据2025 ORRI协议，自2026年1月1日起，LHO必须出资或促使出资合格的石油、勘探、开发和生产活动，金额不低于每年300万美元，直至2028年12月1日（“年度资本承诺”）。如果未达到年度资本承诺，Waterflood ORRI的百分比将增加一个金额（以百分比点表示），该金额等于（a）（i）1.0减去（ii）合格支出金额除以年度资本承诺，再乘以（b）0.02。此外，LHO同意为任何随后获得的在2025 ORRI转让文件中描述的主体权益、碳氢化合物和租赁权益执行让渡权益。

ORRI投资者因2025 ORRI转让文件而无权或权力参与GJF的运营。LHO必须使用商业上合理的努力来销售主体碳氢化合物，并在运营GJF时采用合理谨慎的操作标准。在未获得ORRI投资者事先同意的情况下（除非下文“转让计划”中所述），LHO不得转让受投资者ORRI转让约束的任何权益，也不得转让或委托与2025 ORRIs相关的任何权利或义务。

作为现有GJF租赁和井中15% Waterflood ORRI的交换，公司获得了2000万美元的收入。

作为在“转让计划”下将要钻探的San Andres地层中5% Horizontal ORRI的交换，公司获得了2050万美元的收入。

Virtus转让计划

2025年9月9日，LHO和Virtus签订了一份联合开发、租赁购买和相互利益区域协议（“转让计划”）。根据转让计划，Virtus向LHO支付了500万美元现金，以换取LHO在GJF中San Andres地层的权利转让，Virtus将拥有65%的运营工作权益（“转让权益”），而LHO保留35%的非运营工作权益。作为此次转让的条件，Virtus同意进行某些确认性评估研究，并在GJF内钻探、完成和装备三口水平井，LHO在这些初始作业中的权益将由Virtus免费承担。如果Virtus认为进一步钻探在商业上可行，Virtus将在2030年12月31日之前在GJF内最多钻探12口额外的水平井，以“各负其责”的方式完成，即每方负责自己的费用权益，但受适用联合运营协议的非同意条款的约束。如果Virtus未能在2030年12月31日前完成该钻探承诺，Virtus将被要求将转让权益的所有权利、所有权和利益重新转让给LHO，但不包括Virtus钻探的井筒和其他指定的例外情况。

此外，在2025年9月9日之后的五年内，如果ORRI投资者或Virtus获得了某些指定区域的GJF中任何石油、天然气或矿产租赁权、井筒权益或其他石油、天然气或矿产地产权益，那么该方将被要求向另一方提供参与该收购的权利，最多达到其后续AMI参与百分比（LHO为35%，Virtus为65%）。

“出让计划”还规定，如果任一方决定将其受出让计划约束的权益出售给第三方，则双方将拥有五年的优先购买权。如果行使该优先购买权，行使方将有45天的时间本着诚意进行谈判并根据卖方拟出售所涉权益的实质性条款和条件完成交易。

SJF收购

2025年6月17日，公司与EON能源与WPP NM, L.L.C.和Northwest Central, L.L.C.（统称“SJF卖方”）签订了购买与销售协议（“SJF PSA”），以收购SJF卖方在新墨西哥州莱亚县的SJF地区由石油和天然气租赁和矿产地产所产生的所有地产和矿产权益（“SJF租赁”），（ii）位于SJF租赁或与之合并的地块上的所有石油、天然气、注水井、废水处理井和其他井，以及（iii）SJF卖方在与之相关的权利、附带权益、合同、动产和记录中的所有权益（统称为“SJF资产”）。\n\nSJF PSA所设想的交易于2025年6月20日举行的交割中完成。

作为EON能源购买SJF资产的对价，公司发行了100万股其A类普通股。

市场状况

EON从我们生产的石油和天然气中获得的价格主要取决于市场供需。由于EON的石油和天然气收入主要集中在石油上，因此EON比天然气价格变化更受石油价格变化的影响。全球供应，尤其是美国境内的生产，OPEC设定的生产配额以及美元的强势可能会对石油价格产生不利影响。

历史上，商品价格波动较大，EON预计未来波动性将持续。影响未来石油供应平衡的因素包括全球对石油的需求以及国内石油产量的增长。

主要生产区域

截至2025年12月31日，公司的所有资产均位于二叠纪盆地西北架地区。截至2024年12月，二叠纪盆地在美国的钻探活动水平最高，有超过300台钻机在运行。相比之下，位于德克萨斯州西南中部的鹰福特页岩区仅有不到60台钻机在运行。二叠纪盆地包括三个主要地质区域：西部的德克萨斯盆地、东部的中部盆地以及中间的盆地平台。西北架是德克萨斯盆地的西部边界，是二叠纪盆地复杂结构中的一个次盆地。德克萨斯盆地以油藏丰富、约3900英尺高的烃类柱中有多层油层潜力、良好的单井经济效益、有利的作业环境、完善的油田服务供应商网络以及正在建设或已建成的重大中游基础设施为特点。截至2025年12月31日，我们100%的作业权益均位于德克萨斯盆地的新墨西哥州一侧。据美国地质调查局（USGS）称，德克萨斯盆地是美国所有非常规盆地中可采储量最大的。

我们认为，德克萨斯盆地的多层开发潜力以及有利的钻探经济效益，支持了Pogo在开发其租赁区域并改进井距和完井技术时的持续产量增长。与其他美国本土盆地相比，Pogo认为德克萨斯盆地处于中期开发阶段，随着Pogo继续在其租赁面积上采用增强采油技术，每口井的回报率将提高。公司认为这些增强采油技术将持续支持其拥有大量作业权益的地区的发展活动，可预测的回报将带来低维护成本的现金流。

GJF地区的作业权益

截至2025年12月31日，公司拥有位于新墨西哥州埃迪县的13,700英亩总面积的100%作业权益，加权平均净收益权益为69%。这13,700英亩总面积位于GJF地区。根据石油和天然气租赁协议授予承租人（Pogo）的作业权益是不动产权益，授予了特定土地下的原油和天然气的所有权，以及在该土地上勘探、钻探和生产原油和天然气的权利，或将其勘探和开发权利出租给第三方。在该土地上勘探、钻探和生产原油和天然气的权利有特定的时间段供作业权益所有者行使这些权利。通常，石油和天然气租赁可以在持续钻探、生产或其他运营活动下自动延长初始租赁期限，或通过协商的合同租赁延期选项进行延长。只有在生产和钻探停止时，租赁才会终止。

截至2025年12月31日，公司100%的工作权益由生产持有（“HBP”），这意味着EON没有时间紧迫的义务在其13,700英亩的土地上钻探或修井。截至2025年12月31日，100%的油井和租约由EON运营。EON是州和联邦监管机构的官方登记运营商。截至2025年12月31日，当原油和天然气从其土地上生产并销售时，公司产生其工作权益的大部分收入和现金流。

目前，EON的工作权益完全位于二叠纪盆地的西北陆架，EON认为这是美国最优秀的原油和天然气生产地区之一。截至2025年12月31日，EON的工作权益覆盖13,700英亩总面积，外部矿区权益所有者保留约30%的加权平均矿区使用费。下表总结了截至2025年12月31日EON工作权益在其租约土地上的位置。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

LH Operating, LLC 西北陆架（二叠纪盆地）租约
收购日期	总面积 \n英亩	联邦 \n租约	州 \n租约	工作 \n权益		NRI \n（加权平均）⁽¹⁾		矿区使用费 \n权益⁽²⁾		运营		HBP
2018	13,700	20	3	100	%	69	%	31	%	100	%	100	%

\n \n \n \n

(1)	公司净收入权益基于其整个租约范围内加权平均矿区使用费权益

\n \n \n \n

(2)	截至2025年12月31日，无未租出的矿区使用费权益。这代表支付给第三方矿区使用费持有人的矿区使用费权益。

截至2025年12月31日，EON在342口浅层（4,000英尺以上）垂直井中拥有工作权益，这些井以盈利数量生产石油和天然气。342口生产井中有95口是在2019年至2022年6月期间由EON完井的。2019年，EON在其13,700英亩租约下启动了一项向七河（“7R”）油藏注入水的4口井试点项目。在延长至2020年初的评估期后，EON通过在先前钻探和完井的井的7R油藏中增加射孔，以盈利数量生产原油，确定试点项目成功。在4口井试点项目成功完成后，EON在2019年至2022年6月期间在91口先前钻探的井的7R油藏中增加射孔，启动了修井计划。在启动4口井试点项目之前，遗留井的平均产量为275桶油当量/天。到2024年12月，总产量增加到1,022桶油当量/天。EON的管理团队已确定，并由Haas and Cobb Petroleum Consultants, LLC（“Haas and Cobb”）验证，115个已开发但未生产的已证实井网计划在2026年至2030年期间投入生产。

截至 2025 年 12 月 31 日，根据 Haas and Cobb（全球石油咨询公司）编制的储量报告，EON 在其基础区块权益中拥有的估计已探明原油和天然气储量约为 2,610 MBOE（原油 96%，天然气 4%）。其中，约 75% 的储量被归类为已探明已开发生产（“PDP”）储量，25% 被归类为已探明已开发未生产（“PDNP”）储量。另有 9,211 MBOE 被归类为可能储量。已探明和可能 PDNP 储量的合计为 5,468,929 桶原油，其中 12% 为已探明储量，88% 为可能储量。可能储量中包括另外 4,178,377 桶未开发原油储量。

EON 的权益开发战略预计将在 EON 完成 PDNP 储量开发后，转移与其可能储量相关的任何钻探活动。对先前钻完井进行补孔作业的成本远低于钻新井。截至 2025 年 12 月 31 日，该公司租赁区块的密度为每平方英里 25.7 口井。EON 预计，通过开发 7R 储层中的 115 个井组，其产量、收入和 discretionary 现金流将有所增加。EON 认为，其当前的租赁权益为 EON 开发 PDNP 储量以提高原油和天然气产量，提供了显著的长期 organic 收入增长潜力。

根据 Farmout 协议的条款，Virtus 获得了在 GJF 开发公司 San Andres 构造的权利。Virtus 认为多达 92 个水平钻井位置具有前景。Virtus 的子公司将担任水平井的指定作业者并领导开发工作。公司在该 Farmout 中拥有 35% 的权益，Virtus 估计公司的可能储量为 3890 万桶原油和 531 亿立方英尺天然气。

South-Justis Field 的权益

截至 2025 年 12 月 31 日，EON 在其基础区块权益中拥有的估计已探明原油储量约为 170 MBOE（100% 原油），其中 67 MBOE 被归类为已探明已开发生产（“PDP”）储量，103 MBOE 被归类为已探明已开发未生产（“PDNP”）储量。

业务战略

公司的首要业务目标是通过维持来自 PDP 储量的强劲现金流，并通过开发其 Permian Basin 资产中可预测、低成本的 PDNP 储量来增加现金流，从而实现 discretionary 现金流。公司打算通过执行以下战略来实现这一目标：

通过有纪律地开发其 PDNP 储量，实现强劲的现金流支持。 作为唯一的作业权益所有者，该公司受益于其在二叠纪盆地租地持续的有机开发。截至 2025 年 12 月 31 日，EON 与第三方工程咨询公司 Haas and Cobb 确认，EON 拥有 127 个低成本井网，将在 2025 年至 2028 年间开发。单个井网由一口生产井及其对应的或专用的注水井组成，每口注水井位于生产井的四个侧面。注水井对于将储层压力维持在原始状态并将原地石油推向生产井是必要的。压力维持有助于确保最大程度的油气采收率。如果没有压力维持，生产油藏的石油采收率通常不会超过原始地质储量（“OOIP”）的 10%。通过将产出水重新注入油藏进行压力维持，EON 预计最终石油采收率将达到 OOIP 的 25% 或更高。其租地上的邻井也利用了注入油藏的水，能够将相当大比例的收入转化为 discretionary 现金流。由于 EON 拥有 100% 的作业权益，它承担了原油和天然气生产或其租地内钻井和完井作业的 100% 月度租地运营成本。由于这些井是浅油井，垂直深度在 1500 英尺到 4000 英尺之间，月度运营费用相对较低。

主要专注于二叠纪盆地。 该公司所有的作业权益目前都位于二叠纪盆地，这是美国最富产油气盆地之一。我们相信二叠纪盆地提供了高度经济和以油为主的地质及储层特性的吸引人的组合，拥有大量待开发的钻井位置和待圈定区域，以及我们顶级的 management 团队。

\n \n \n \n \n

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业务关系。 利用专业知识和关系，继续收购二叠纪盆地目标资产，这些资产在活跃生产的油田中拥有较高的权益，来自顶级 E&P 运营商，具有可预测、稳定的现金流，并具有显著的增长潜力。该公司拥有在二叠纪盆地和其他产油盆地评估、追求并完成原油和天然气目标收购的历史。该公司管理层计划在识别和收购权益时继续以纪律严明的方式运用这一经验。公司认为，当前的市场环境有利于二叠纪盆地和其他产气盆地的油气收购。卖方提出的众多资产包为符合公司目标投资标准的资产提供了有吸引力的机会。随着卖方寻求变现其投资，我们计划继续收购在二叠纪盆地拥有大量资源潜力的权益。我们预计将专注于收购与我们在二叠纪盆地的现有足迹相互补的资产，同时瞄准拥有可预测、稳定油气产量的历史、具有吸引力的增长潜力的大型、连续区块权益。此外，公司旨在通过收购符合以下标准的资产来最大化资本回报率：

\n \n \n \n \n

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对产量增长具有充分的可见性；

\n \n \n \n \n

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具有吸引力的经济性；

\n \n \n \n \n

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由稳定生产支持的经过去风险处理的地质条件；

\n \n \n \n \n

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来自顶级 E&P 运营商的目标；以及

\n \n \n \n \n

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我们认为与其当前二叠纪盆地资产互补并最大化其储量及产量增长潜力上行空间的地理足迹。

保持保守且灵活的资本\n结构，以支持公司的业务并促进长期运营。 公司致力于维持\n保守的资本结构，使其能够持续执行其业务战略。\n公司相信，其权益和运营产生的内部现金流、\n其循环信贷额度下的可用借款能力以及进入资本市场的途径，将为其提供充足的流动性和财务灵活性，以继续\n收购具有高权益的有吸引力的目标，这将使其能够增长现金流，以便向\n股东分配股息和/或再投资以进一步扩大其现金流产生资产的基础。公司计划维持\n保守的杠杆水平，并利用运营现金流与发行债务及股权证券的组合来为\n未来的收购提供资金。

竞争优势

公司相信，以下竞争优势将使其能够成功执行其业务战略并实现其主要业务目标：

\n \n \n \n \n

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Permian Basin focused public company positioned as a preferred buyer in the basin. The Company believes that its focus on the Permian Basin will position it as a preferred buyer of Permian Basin working interests in known producing oil and gas fields. As of December 31, 2025, 100% of its current leasehold is located in an area with proven results from multiple stacked productive zones. The Company’s properties in the Permian Basin are high-quality, high-margin, and oil weighted, and the Company believes we will be viewed favorably by the investment community as compared to equity consideration diluted by lower quality assets located in less prolific basins. The Company targets acquisitions of operated properties with high working interest percentages that are relatively undeveloped in the Permian Basin, and it believes the organic development of its acreage will result in substantial production growth regardless of acquisition activity.

\n \n \n \n \n

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Favorable and stable operating environment in the Permian Basin. With over 400,000 wells drilled in the Permian Basin since 1900, the region features a reliable and predictable geological and regulatory environment, according to Enverus. The Company believes that the impact of new technology, combined with the substantial geological information available about the Permian Basin, also reduces the risk of development and exploration activities as compared to other, emerging hydrocarbon basins. As of December 31, 2025, 100% of the Company’s acreage was located in New Mexico and does not require federal approval to develop its 115 well patterns classified as PDNP reserves and does not have impediments in order to deliver EON’s production to market.

\n \n \n \n \n

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Experienced team with an extensive track record. The Company’s team has deep industry experience focused on development in the Permian Basin as well as other significant oil producing regions and has a track record of identifying acquisition targets, negotiating agreements, and successfully consummating acquisitions, and operating the acquired target using industry standards. EON plans to continue to evaluate and pursue acquisitions of all sizes. EON expects to benefit from the industry relationships fostered by its management team’s decades of experience in the oil and natural gas industry with a focus on the Permian Basin, in addition to leveraging its relationships with many E & P company executives.

\n \n \n \n \n

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Development potential of the properties underlying the Company’s Permian Basin working interests. The Company’s assets consist of 100% working interests in a gross 13,700 acres located in the Northwest Shelf of the Permian Basin. The Company expects production from its working interest ownership to increase its oil and gas production by 1,358 BOE/d as it develops its PDNP reserves after completing 115 well patterns. The Company believes its assets in the Permian Basin is in an earlier to mid-stage of development and that the average number of producing wells per section in its 13,700-acre leasehold will increase as EON continues to add PUD well patterns, which would allow the Company to achieve higher realized cash flows to distributed to its shareholders as dividends and/or reinvested to further expand its base of cash flow generating assets. The Company believes that once it completes its PDNP and PUD program as detailed in the Haas and Cobb reserve report, The Company expects its BOE/d will increase to 2,853 BOE/d combined with PDP.

Crude Oil and Natural Gas Data

In this report, we include estimates of reserves\nassociated with the assets located in New Mexico as of December 31, 2025 and 2024. Such reserve estimates are based on evaluations\nprepared by the independent petroleum engineering firm of Haas and Cobb, in accordance with Standards Pertaining to the Estimating and\nAuditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Evaluation Engineers and definitions and guidelines\nestablished by the SEC. The Haas and Cobb reserve report as of December 31, 2025 is included in this filing and covers 94% of our reserves\nas of December 31, 2025, while the remaining 6% were developed by our internal reserve engineers.

Haas and Cobb is an independent consulting firm\nfounded in 1983. Its compensation is not contingent on the results obtained or reported. Frank J. Marek, a Registered Texas Professional\nEngineer and a senior technical advisor of Haas and Cobb, is primarily responsible for overseeing the preparation of the reserve report.\nHis professional qualifications meet or exceed the qualifications of reserve estimators set forth in the “Standards Pertaining\nto Estimation and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers. His qualifications\ninclude: Bachelor of Science degree in Petroleum Engineering from Texas A&M University 1977; member of the Society of Petroleum Engineers;\nmember of the Society of Petroleum Evaluation Engineers; and 40 years of experience in estimating and evaluating reserve information\nand estimating and evaluating reserves; he is proficient in judiciously applying industry standard practices to engineering and geoscience\nevaluations as well as applying SEC and other industry reserve definitions and guidelines.

Preparation of Reserve Estimates

In accordance with rules and regulations of the\nSEC applicable to companies involved in crude oil and natural gas producing activities, proved reserves are those quantities of crude\noil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically\nproducible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government\nregulations. The term “reasonable certainty” means deterministically, the quantities of crude oil and/or natural gas are much\nmore likely to be achieved than not, and probabilistically, there should be at least a 90% probability of recovering volumes equal to\nor exceeding the estimate. All of our proved reserves were estimated using a deterministic method. The estimation of reserves involves\ntwo distinct determinations. The first determination results in the estimation of the quantities of recoverable crude oil and natural\ngas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance\nwith the definitions established under SEC rules. The process of estimating the quantities of recoverable reserves relies on the use of\ncertain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) production\nperformance-based methods, (ii) material balance-based methods; (iii) volumetric-based methods and (iv) analogy. These\nmethods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves\nfor proved developed producing wells were estimated using production performance methods. Non-producing reserve estimates, for developed\nand undeveloped properties, were forecast using a pattern simulation model.

To estimate economically recoverable proved reserves\nand related future net cash flows, EON considered many factors and assumptions, including the use of reservoir parameters derived from\ngeological and engineering data that cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements\nand forecasts of future production rates.

Under SEC rules, reasonable certainty can be established\nusing techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or\nby other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies\n(including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency\nand repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to EON’s\nestimated proved reserves, the technologies and economic data used in the estimation of its proved reserves have been demonstrated to\nyield results with consistency and repeatability, and include production and well test data, downhole completion information, geologic\ndata, electrical logs, radioactivity logs, core data, and historical well cost and operating expense data.

Internal Controls

Our internal staff of petroleum engineers and\ngeoscience professionals work closely with its independent reserve engineer to ensure the integrity, accuracy and timeliness of data furnished\nto such independent reserve engineer in their preparation of reserve estimates. The accuracy of any reserve estimate is a function of\nthe quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often\nvary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates\noften differ from the quantities of oil and natural gas that are ultimately recovered. See “Risk Factors Related to Our Business”\nappearing elsewhere in this report. Our engineering group is responsible for the internal review of reserve estimates.

No portion of EON’s engineering group’s\ncompensation is directly dependent on the quantity of reserves booked. The engineering group reviews the estimates with the third-party petroleum\nconsultant, Haas and Cobb, an independent petroleum engineering firm.

Reconciliation of Standardized Measure to PV-10

Neither PV-10 nor PV-10 after ARO are financial\nmeasures defined under accounting principles generally accepted in the United States of America (“GAAP”); therefore, the following\ntable reconciles these amounts to the standardized measure of discounted future net cash flows, which is the most directly comparable\nGAAP financial measure. Management believes that the non-GAAP financial measures of PV-10 and PV-10 after ARO are relevant and useful\nfor evaluating the relative monetary significance of oil and natural gas properties. PV-10 and PV-10 after ARO are used internally when\nassessing the potential return on investment related to oil and natural gas properties and in evaluating acquisition opportunities. Management\nbelieves that the presentation of PV-10 and PV-10 after ARO provide useful information to investors because they are widely used by professional\nanalysts and sophisticated investors in evaluating oil and natural gas companies. PV-10 and PV-10 after ARO are not measures of financial\nor operating performance under GAAP, nor are they intended to represent the current market value of our estimated oil and natural gas\nreserves. PV-10 after ARO is equivalent to the standardized measure of discounted future net cash flows as defined under GAAP. Investors\nshould not assume that PV-10, or PV-10 after ARO, of our proved oil and natural gas reserves shown above represent a current market value\nof our estimated oil and natural gas reserves.

The reconciliation of PV-10 and PV-10 after ARO\nto the standardized measure of discounted future net cash flows relating to our estimated proved oil and natural gas reserves is as follows\n(in thousands):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			December 31, 2024
Present value of estimated future net revenues (PV-10)	$	37,545			$	207,666
Present value of estimated ARO, discounted at 10%		(105	)			(404	)
Present value of estimated income taxes, discounted at 10%		(6,256	)			(34,149	)
Standardized measure	$	31,184			$	173,113

Summary of Reserves

The following table presents EON’s estimated\nproved reserves as of December 31, 2025 and 2024. The reserve estimates presented in the table below are based on reports prepared\nby Haas and Cobb, EON’s independent petroleum engineers, and reports generated by EON’s internal reserve engineers, which\nreports were prepared in accordance with current SEC rules and regulations regarding oil and natural gas reserve reporting:

	December 31, 2025⁽¹⁾			December 31, 2024⁽²⁾
Estimated proved developed producing reserves:
Crude Oil (MBbls)		2,024			3,870
Natural Gas (MMcf)		632			931
NGLs (MBbls)		-			-
Total (MBOE)		2,129			4,025

Estimated proved non-producing reserves:
Crude Oil (MBbls)		661			5,933
Natural Gas (MMcf)		(63	)		1,125
NGLs (MBbls)		-			-
Total (MBOE)		651			6,120

Estimated proved undeveloped reserves:
Crude Oil (MBbls)		-			4,215
Natural Gas (MMcf)		-			784
NGLs (MBbls)		-			-
Total (MBOE)		-			4,346

Estimated proved reserves:
Crude Oil (MBbls)		2,685			14,018
Natural Gas (MMcf)		569			2,840
NGLs (MBbls)		-			-
Total (MBOE)		2,780			14,492

\n\n

(1)

EON’s\nestimated proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with\nSEC guidance. For crude oil volumes, the average WTI posted price of $64.54 per Bbl as of December 31, 2025, was adjusted for quality,\ntransportation fees and a regional price differential. For natural gas volumes, the average Henry Hub spot price of $2.82 per MMBtu as\nof December 31, 2025, was adjusted for energy content, transportation fees and a regional price differential. The average adjusted\nproduct prices weighted by production over the remaining lives of the proved properties are $64.54 per Bbl of crude oil and $2.82 per\nMcf of natural gas as of December 31, 2025.

\n \n \n \n

(2)

EON’s estimated proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For crude oil volumes, the average WTI posted price of $75.48 per Bbl as of December 31, 2024, was adjusted for quality, transportation fees and a regional price differential. For natural gas volumes, the average Henry Hub spot price of $2.13 per MMBtu as of December 31, 2024, was adjusted for energy content, transportation fees and a regional price differential. The average adjusted product prices weighted by production over the remaining lives of the proved properties are $77.10 per Bbl of crude oil and $1.62 per Mcf of natural gas as of December 31, 2024.

Reserve engineering is a process of estimating\nvolumes of economically recoverable crude oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve\nestimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of\ndifferent engineers often vary. In addition, the results of drilling, testing, and production may justify revisions of such estimates.\nAccordingly, reserve estimates often differ from the quantities of crude oil and natural gas that are ultimately recovered. Estimates\nof economically recoverable crude oil and natural gas and of future net revenues are based on a number of variables and assumptions, all\nof which may vary from actual results, including geologic interpretation, prices, and future production rates and costs. Please read “Risk\nFactors Related to Our Business.”

PUDs

As of December 31, 2025, EON estimated its PUD\nreserves to be 0 MBbls of crude oil and 0 MMcf of natural gas for a total of 0 MBOE. As of December 31, 2024, EON estimated its PUD reserves\nto be 4,215 MBbls of crude oil and 784 MMcf of natural gas for a total of 4,346 MBOE. PUDs will be converted from undeveloped to\ndeveloped as the applicable wells begin production.

The following table summarizes EON’s changes\nin PUD reserves during the years ended December 31, 2025 and 2024 (in MBOE):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Proved Undeveloped Reserves (MBOE)
Balance, December 31, 2023		4,279
Acquisitions of Reserves		0
Extensions and Discoveries		0
Revisions of Previous Estimates		67
Transfers to Estimated Proved Developed		0
Balance, December 31, 2024		4,346
Acquisitions of Reserves		0
Extensions and Discoveries		0
Revisions of Previous Estimates		(4,346	)
Transfers to Estimated Proved Developed		0
Balance, December 31, 2025		0

Changes in EON’s PUD reserves that occurred\nduring the year ended December 31, 2025 were due to reclassification of wells from proved to probable as a result of expected timing to\ncomplete outside of 5 years. Changes in EON’s PUD reserves that occurred during the year ended December 31, 2024 were primarily\ndue to increased operating costs.

EON has not made any capital expenditures in order\nto convert its existing PUDs because EON has been allocating its capital resources to convert PDNP reserves to PDP reserves and not to\nconvert its PUD reserves to PDNP or PDP reserves.

Probable Reserves

As of December 31, 2025, EON estimated its probable\nreserves to be 8,986 MBbls of crude oil and 1,347 MMcf of natural gas for a total of 9,211 MBOE. The Company’s development plan\nfor probable reserves is to complete the PDNP and probable reserves over the next five years.

Crude Oil and Natural Gas Production Prices and Costs

Production and Price History

The following table sets forth information regarding\nnet production of crude oil and natural gas and certain price and cost information for each of the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year Ended December 31, 2025		Year Ended December 31, 2024
Production data:
Crude Oil (MBbls)		244			256
Natural Gas (MMcf)		142			213
NGLs (MBbls)		0			0
Total (MBOE)		268			291

Average realized prices:
Crude Oil (per Bbl)	$	63.93		$	75.52
Natural Gas (per Mcf)	$	1.89		$	2.27
NGLs (per Bbl)	$	0.00		$	0.00
Total (per BOE)⁽¹⁾	$	59.29		$	67.96

Average cost (per BOE):
Lease Operating Expenses	$	38.33		$	29.59
Production and ad valorem taxes	$	6.07		$	5.89

\n \n \n \n

(1)	“Btu-equivalent” production volumes are presented on an oil-equivalent basis using a conversion factor of six Mcf of natural gas per Bbl of “oil equivalent,” which is based on approximate energy equivalency and does not reflect the price or value relationship between crude oil and natural gas.

Productive Wells

Productive wells located on our leasehold consist\nof producing vertical wells that are capable of producing oil and gas in paying quantities and are not dry wells. As of December 31, 2025,\nwe owned working interests in 472 producing wells, 207 water injectors, and one water source well, all located on its 13,700 gross acre\nleasehold. Only one well owned by the Company is approved to be plugged and abandoned.

EON is not aware of any dry holes drilled on the\nacreage underlying its working interest during the relevant periods.

The following table sets forth the total number\nof gross and net productive wells, all of which are oil wells.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of December 31, 2025
	Gross		Net
Productive		361		342
Dry holes		—		—
Total		361		342

Drilling and other exploration and development\nactivities

For the years ended 2025 and 2024, we did not\ndrill any new wells.

As of December 31, 2025, there were no wells being\ncompleted or waiting on completion. Furthermore, we were not installing any waterfloods or pressure maintenance systems or engaging in\nany other development activity as of such date.

Acreage and Ownership

GJF

The following figures sets forth information relating\nto our acreage for its working interests as of December 31, 2025:

$\"\"$

We own 100% working interests that is subject\nto a 23.1% weighted average net royalty interest across its 13,700 gross acres as of December 31, 2025. For information regarding the\nimpact of lease expirations on our interests, please see “Risks Related to Our Business.” All of our 13,700 acres are\nheld by production and or not under any mandatory lease expiration.

EON’s leasehold is 100% operated through\nits wholly owned subsidiary LH Operating and 100% of its 13,700 gross acre leasehold is HBP. The leasehold is comprised of 23 total\nleases, 20 BLM and 3 NM State leases. Ninety-seven percent of its leasehold classified as PDP has title opinion coverage. For regulatory\npurposes, the current producing reservoirs, 7R, Queen, Grayburg, and San Andres, are considered a single, unitized pool (“pool”)\nfor all current PDP reserves and PDNP reserves. No regulatory approval is required prior to performing workovers on existing wells within\nthe pool (i.e., perforations, fracking, or acidizing, etc.).

LH Operating, LLC was created to solely manage\nthis asset on behalf of Pogo. LH Operating has performed its duties for two (2) years without any known liabilities, and are in good\nstanding with regulatory agencies. LH Operating is fully bonded to operate in New Mexico.

SJF

The SJF is located in Lea County, New Mexico in\nthe Central Basin of the Permian Basin, the most prolific oil-producing region in the United States. The SJF is located a short\ndistance from our GJF in Eddy County, New Mexico allowing for efficiencies of scale. We own 94% working interests that is subject to a\n18% weighted average net royalty interest across its 5,360 gross acres as of December 31, 2025. The property includes 5,360 leasehold\nacres with a total of 208 wells comprised of half being oil producing and the other half being water injection wells. There are 19 active\noil producing wells.

Leasehold acreage

The following table sets forth certain information\nregarding the total developed and undeveloped acreage in which we owned an interest as of December 31, 2025.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Developed Acres		Undeveloped Acres
	Gross		Net		Gross	Net
Grayburg-Jackson		13,700		13,700		—	—
South Justis		5,360		5,360
Total		19,060		19,060

All leasehold acreage of EON is considered to\nbe “Developed Acres” because completed producing wells or wells capable of producing in economic quantities are located throughout\nthe entirety of the acreage such that the acreage allocated to such wells for production on a spacing, allocated, unitized or pooled basis\ncomprise the entire 19,060 acres leased by EON. The interests of EON in the oil, gas and other minerals in “Developed Acres”\nare, or may be, composed of one or multiple stratigraphic zones producing or capable of producing oil and gas in economic quantities.

The leasehold of EON has undergone development\nactivities, including drilling, completion, and production operations in the Grayburg/San Andres zones (“legacy zones”) and/or\nthe Seven Rivers waterflood zones. As a result, there are no remaining leasehold portions that require initial development. EON has identified\nnew potential proved undeveloped reserves within the incremental waterflood zone of the Seven Rivers. EON intends to develop and produce\nthe Seven Rivers zone comprised of approximately 1,677 acres underlying a portion of the Developed Acres including, without limitation,\ninfield drilling or perforation and recompletion of existing wells.

Regulation

The following disclosure describes regulations\ndirectly associated with E&P companies who are classified with state and federal regulatory agencies as Operator of record of crude\noil and natural gas properties, including EON.

Crude oil and natural gas operations are subject\nto various types of legislation, regulation and other legal requirements enacted by governmental authorities. This legislation and regulation\naffecting the crude oil and natural gas industry is under constant review for amendment or expansion. Some of these requirements carry\nsubstantial penalties for failure to comply. The regulatory burden on the crude oil and natural gas industry increases the cost of doing\nbusiness.

Environmental Matters

Crude oil and natural gas exploration, development\nand production operations are subject to stringent laws and regulations governing the discharge of materials into the environment or otherwise\nrelating to protection of the environment or occupational health and safety. These laws and regulations have the potential to impact production\non the properties in which EON owns working interest, which could materially adversely affect its business and its prospects. Numerous\nfederal, state and local governmental agencies, such as the EPA, issue regulations that often require difficult and costly compliance\nmeasures that carry substantial administrative, civil and criminal penalties and may result in injunctive obligations for non-compliance.\nThese laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentrations\nof various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit\nconstruction or drilling activities on certain lands lying within wilderness, wetlands, ecologically sensitive and other protected areas,\nrequire action to prevent or remediate pollution from current or former operations, such as plugging abandoned wells or closing earthen\npits, result in the suspension or revocation of necessary permits, licenses and authorizations, require that additional pollution controls\nbe installed and impose substantial liabilities for pollution resulting from operations. The strict, joint and several liability nature\nof such laws and regulations could impose liability upon the Operator of record regardless of fault. Moreover, it is not uncommon for\nneighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release\nof hazardous substances, hydrocarbons or other waste products into the environment. Changes in environmental laws and regulations occur\nfrequently, and any changes that result in more stringent and costly pollution control or waste handling, storage, transport, disposal\nor cleanup requirements could materially adversely affect our business and prospects.

Non-Hazardous and Hazardous Waste

The Resource Conservation and Recovery Act (“RCRA”),\nand comparable state statutes and regulations promulgated thereunder, affect crude oil and natural gas exploration, development, and production\nactivities by imposing requirements regarding the generation, transportation, treatment, storage, disposal and cleanup of hazardous and\nnon-hazardous wastes. With federal approval, the individual states administer some or all of the provisions of RCRA, sometimes in\nconjunction with their own, more stringent requirements. Administrative, civil and criminal penalties can be imposed for failure to comply\nwith waste handling requirements. Although most wastes associated with the exploration, development and production of crude oil and natural\ngas are exempt from regulation as hazardous wastes under RCRA, these wastes typically constitute nonhazardous solid wastes that are subject\nto less stringent requirements. From time to time, the EPA and state regulatory agencies have considered the adoption of stricter disposal\nstandards for nonhazardous wastes, including crude oil and natural gas wastes. Moreover, it is possible that some wastes generated in\nconnection with exploration and production of oil and gas that are currently classified as nonhazardous may, in the future, be designated\nas “hazardous wastes,” resulting in the wastes being subject to more rigorous and costly management and disposal requirements.\nOn May 4, 2016, a coalition of environmental groups filed a lawsuit against EPA in the U.S. District Court for the District\nof Columbia for failing to update its RCRA Subtitle D criteria regulations governing the disposal of certain crude oil and natural gas\ndrilling wastes. In December 2016, EPA and the environmental groups entered into a consent decree to address EPA’s alleged\nfailure. In response to the consent decree, in April 2019, the EPA signed a determination that revision of the regulations is not\nnecessary at this time. However, any changes in the laws and regulations could have a material adverse effect on the Operator of record\n(EON) of its properties’ capital expenditures and operating expenses, which in turn could affect production from the acreage underlying\nour working interests and adversely affect our business and prospects.

Remediation

The Comprehensive Environmental Response, Compensation,\nand Liability Act (“CERCLA”) and analogous state laws generally impose strict, joint and several liability, without regard\nto fault or legality of the original conduct, on classes of persons who are considered to be responsible for the release of a “hazardous\nsubstance” into the environment. These persons include the current owner or operator of a contaminated facility, a former owner\nor operator of the facility at the time of contamination, and those persons that disposed or arranged for the disposal of the hazardous\nsubstance at the facility. Under CERCLA and comparable state statutes, persons deemed “responsible parties” may be subject\nto strict, joint and several liability for the costs of removing or remediating previously disposed wastes (including wastes disposed\nof or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources\nand for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file\nclaims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In addition,\nthe risk of accidental spills or releases could expose EON’s working interests underlying its leasehold acreage to significant liabilities\nthat could have a material adverse effect on the operators’ businesses, financial condition and results of operations. Liability\nfor any contamination under these laws could require us to make significant expenditures to investigate and remediate such contamination\nor attain and maintain compliance with such laws and may otherwise have a material adverse effect on their results of operations, competitive\nposition or financial condition.

Water Discharges

The Clean Water Act (“CWA”), the SDWA,\nthe Oil Pollution Act of 1990 (“OPA”), and analogous state laws and regulations promulgated thereunder impose restrictions\nand strict controls regarding the unauthorized discharge of pollutants, including produced waters and other crude oil and natural gas\nwastes, into regulated waters. The definition of regulated waters has been the subject of significant controversy in recent years.\nThe EPA and U.S. Army Corps of Engineers published a revised definition on January 18, 2023, which has been challenged in court.\nTo the extent any future rule expands the scope of jurisdiction, it may impose greater compliance costs or operational requirements on\nEON as the Operator of record. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of\na permit issued by the EPA or the state. The CWA and regulations implemented thereunder also prohibit the discharge of dredge and fill\nmaterial into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. In addition, spill\nprevention, control and countermeasure plan requirements under federal law require appropriate containment berms and similar structures\nto help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. Production\nEPA has also adopted regulations requiring certain crude oil and natural gas facilities to obtain individual permits or coverage under\ngeneral permits for storm water discharges, and in June 2016, the EPA finalized effluent limitation guidelines for the discharge\nof wastewater from hydraulic fracturing.

The OPA is the primary federal law for crude oil\nspill liability. The OPA contains numerous requirements relating to the prevention of and response to petroleum releases into regulated\nwaters, including the requirement that operators of offshore facilities and certain onshore facilities near or crossing waterways must\ndevelop and maintain facility response contingency plans and maintain certain significant levels of financial assurance to cover potential\nenvironmental cleanup and restoration costs. The OPA subject’s owners of facilities to strict, joint and several liability for all\ncontainment and cleanup costs and certain other damages arising from a release, including, but not limited to, the costs of responding\nto a release of crude oil into surface waters.

Noncompliance with the CWA, the SDWA, or the OPA\nmay result in substantial administrative, civil and criminal penalties, as well as injunctive obligations, for the Operator of record\n(EON) underlying its leasehold working interest.

Air Emissions

The Clean Air Act (“CAA”), and comparable\nstate laws and regulations, regulate emissions of various air pollutants through the issuance of permits and the imposition of other requirements.\nThe EPA has developed, and continues to develop, stringent regulations governing emissions of air pollutants at specified sources. New\nfacilities may be required to obtain permits before work can begin, and existing facilities may be required to obtain additional permits\nand incur capital costs in order to remain in compliance. For example, in June 2016, the EPA established criteria for aggregating\nmultiple small surface sites into a single source for air quality permitting purposes, which could cause small facilities, on an aggregate\nbasis, to be deemed a major source subject to more stringent air permitting processes and requirements. These laws and regulations may\nincrease the costs of compliance for crude oil and natural gas producers and impact production of the acreage underlying EON’s working\ninterests. In addition, federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with\nair permits or other requirements of the federal CAA and associated state laws and regulations. Moreover, obtaining or renewing permits\nhas the potential to delay the development of crude oil and natural gas projects.

Climate Change

In the United States, no comprehensive climate\nchange legislation has been implemented at the federal level. However, President Biden has highlighted addressing climate change as a\npriority of his administration and has issued several executive orders addressing climate change. Moreover, following the U.S. Supreme\nCourt finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted regulations that, among other things, establish\nconstruction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting\nof GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the DOT, implementing\nGHG emissions limits on vehicles manufactured for operation in the United States. The regulation of methane from oil and gas facilities\nhas been subject to uncertainty in recent years. In September 2020, the Trump Administration revised regulations initially promulgated\nin June 2016 to rescind certain methane standards and remove the transmission and storage segments from the source category for certain\nregulations. However, subsequently, the U.S. Congress approved, and President Biden signed into law, a resolution under the Congressional\nReview Act to repeal the September 2020 revisions to the methane standards, effectively reinstating the prior standards. Additionally,\nin November 2021, the EPA issued a proposed rule that, if finalized, would establish new source and first-time existing source\nstandards of performance for methane and volatile organic compound emissions for oil and gas facilities. Operators of affected facilities\nwill have to comply with specific standards of performance to include leak detection using optical gas imaging and subsequent repair requirement,\nand reduction of emissions by 95% through capture and control systems. The EPA issued supplemental rules regarding methane emissions on\nDecember 6, 2022. The IRA established the Methane Emissions Reduction Program, which imposes a charge on methane emissions from certain\npetroleum and natural gas facilities, which may apply to our operations in the future and may require us to expend material sums. We cannot\npredict the scope of any final methane regulatory requirements or the cost to comply with such requirements. However, given the long-term trend\ntoward increasing regulation, future federal GHG regulations of the oil and gas industry remain a significant possibility.

Separately, various states and groups of states\nhave adopted or are considering adopting legislation, regulation or other regulatory initiatives that are focused on such areas as GHG\ncap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. For example, New Mexico has adopted\nregulations to restrict the venting or flaring of methane from both upstream and midstream operations. At the international level, the\nUnited Nations-sponsored “Paris Agreement” requires member states to submit non-binding, individually-determined reduction\ngoals known as Nationally Determined Contributions every five years after 2020. President Biden recommitted the United States\nto the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below\n2005 levels by 2030; however, in January 2025, President Trump withdrew the United States from the Paris Agreement. The full impact of\nthese actions cannot be predicted at this time.

There are also increasing financial risks for\nfossil fuel producers as shareholders currently invested in fossil-fuel energy companies may elect in the future to shift some or\nall of their investments into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil fuel energy\ncompanies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil\nfuel energy companies. For example, at COP26, GFANZ announced that commitments from over 450 firms across 45 countries had resulted in\nover $130 trillion in capital committed to net zero goals. The various sub-alliances of GFANZ generally require participants\nto set short-term, sector-specific targets to transition their financing, investing, and/or underwriting activities to net zero emissions\nby 2050. There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding\nprovided to the fossil fuel sector.

The adoption and implementation of new or more\nstringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards\nfor GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural\ngas or generate the GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil\nand natural gas, which could reduce the profitability of EON’s working interests. Additionally, political, litigation and financial\nrisks may result in EON restricting or cancelling production activities, incurring liability for infrastructure damages as a result of\nclimatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability of\nEON’s working interests. One or more of these developments could have a material adverse effect on EON’s business, financial\ncondition and results of operation.

Climate change may also result in various physical\nrisks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns,\nthat could adversely impact our operations and EON’s supply chains. Such physical risks may result in damage to EON’s facilities\nor otherwise adversely impact our operations, such as if they become subject to water use curtailments in response to drought, or demand\nfor their products, such as to the extent warmer winters reduce the demand for energy for heating purposes. Extreme weather conditions\ncan interfere with production and increase costs and damage resulting from extreme weather may not be fully insured. However, at this\ntime, EON is unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting its business.

Regulation of Hydraulic Fracturing

Hydraulic fracturing is an important and common\npractice that is used to stimulate production of hydrocarbons from tight formations. The process involves the injection of water, sand\nand chemicals under pressure into formations to fracture the surrounding rock and stimulate production. Hydraulic fracturing operations\nhave historically been overseen by state regulators as part of their crude oil and natural gas regulatory programs.

However, several agencies have asserted regulatory\nauthority over certain aspects of the process. For example, in August 2012, the EPA finalized regulations under the federal CAA that\nestablish new air emission controls for crude oil and natural gas production and natural gas processing operations. Federal regulation\nof methane emissions from the oil and gas sector has been subject to substantial controversy in recent years.

In addition, governments have studied the environmental\naspects of hydraulic fracturing practices. These studies, depending on their degree of pursuit and whether any meaningful results are\nobtained, could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory authorities. For example,\nin December 2016, the EPA issued its final report on a study it had conducted over several years regarding the effects of hydraulic\nfracturing on drinking water sources. The final report, concluded that “water cycle” activities associated with hydraulic\nfracturing may impact drinking water under certain limited circumstances.

Several states have adopted, or are considering\nadopting, regulations that could restrict or prohibit hydraulic fracturing in certain circumstances and/or require the disclosure of the\ncomposition of hydraulic fracturing fluids. For example, the Railroad Commission of Texas has previously issued a “well integrity\nrule,” which updates the requirements for drilling, putting pipe down, and cementing wells. The rule also includes new testing and\nreporting requirements, such as: (i) the requirement to submit cementing reports after well completion or after cessation of drilling,\nwhichever is later; and (ii) the imposition of additional testing on wells less than 1,000 feet below usable groundwater. The well\nintegrity rule took effect in January 2014. Local governments also may seek to adopt ordinances within their jurisdictions regulating\nthe time, place and manner of drilling activities in general or hydraulic fracturing activities in particular or prohibit the performance\nof well drilling in general or hydraulic fracturing in particular.

State and federal regulatory agencies recently\nhave focused on a possible connection between the hydraulic fracturing related activities, particularly the disposal of produced water\nin underground injection wells, and the increased occurrence of seismic activity. When caused by human activity, such events are called\ninduced seismicity. In some instances, operators of injection wells in the vicinity of seismic events have been ordered to reduce injection\nvolumes or suspend operations. Some state regulatory agencies, including those in Colorado, Ohio, Oklahoma and Texas, have modified their\nregulations to account for induced seismicity. For example, in October 2014, the Railroad Commission published a new rule governing\npermitting or re-permitting of disposal wells that would require, among other things, the submission of information on seismic events\noccurring within a specified radius of the disposal well location, as well as logs, geologic cross sections and structure maps relating\nto the disposal area in question. If the permittee or an applicant of a disposal well permit fails to demonstrate that the produced water\nor other fluids are confined to the disposal zone or if scientific data indicates such a disposal well is likely to be or determined to\nbe contributing to seismic activity, then the agency may deny, modify, suspend or terminate the permit application or existing operating\npermit for that well. The Railroad Commission of Texas has used this authority to deny permits for waste disposal wells. In some instances,\nregulators may also order that disposal wells be shut in. In late 2021, the Railroad Commission of Texas issued a notice to operators\nof disposal wells in the Midland area, to reduce saltwater disposal well actions and provide certain data to the commission. Separately,\nin November 2021, New Mexico implemented protocols requiring operators to take various actions within a specified proximity of certain\nseismic activity, including a requirement to limit injection rates if a seismic event is of a certain magnitude. As a result of these\ndevelopments, EON as the Operator of record may be required to curtail operations or adjust development plans, which may adversely impact\nEON’s business.

The USGS has identified six states with the most\nsignificant hazards from induced seismicity, including New Mexico, Oklahoma and Texas. In addition, a number of lawsuits have been filed,\nmost recently in Oklahoma, alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state\nand federal rules regulating waste disposal. These developments could result in additional regulation and restrictions on the use of injection\nwells and hydraulic fracturing. Such regulations and restrictions could cause delays and impose additional costs and restrictions on EON’s\nproperties and on their waste disposal activities.

If new laws or regulations that significantly\nrestrict hydraulic fracturing and related activities are adopted, such laws could make it more difficult or costly to perform fracturing\nto stimulate production from tight formations. In addition, if hydraulic fracturing is further regulated at the federal or state level,\nfracturing activities could become subject to additional permitting and financial assurance requirements, more stringent construction\nspecifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements and also to attendant\npermitting delays and potential increases in costs. Such legislative changes could cause EON to incur substantial compliance costs, and\ncompliance or the consequences of any failure to comply could have a material adverse effect on EON’s financial condition and results\nof operations. At this time, it is not possible to estimate the impact on EON’s business of newly enacted or potential federal or\nstate legislation governing hydraulic fracturing.

Endangered Species Act

The ESA restricts activities that may affect endangered\nand threatened species or their habitats. The designation of previously unidentified endangered or threatened species could cause E&P\noperators to incur additional costs or become subject to operating delays, restrictions or bans in the affected areas. Recently, there\nhave been renewed calls to review protections currently in place for the dunes sagebrush lizard, whose habitat includes parts of the Permian\nBasin, and to reconsider listing the species under the ESA. For example, in October 2019 environmental groups filed a lawsuit\nagainst the FWS seeking to compel the agency to list the species under the ESA, and in July 2020, FWS agreed to initiate a 12-month review\nto determine whether listing the species was warranted, which determination remains outstanding. Additionally, in June 2021, the\nFWS proposed to list two distinct population sections of the Lesser Prairie Chicken, including one in portions of the Permian Basin, under\nthe ESA, which was finalized on November 25, 2022. To the extent species are listed under the ESA or similar state laws, or\npreviously unprotected species are designated as threatened or endangered in areas where EON’s properties are located, operations\non those properties could incur increased costs arising from species protection measures and face delays or limitations with respect to\nproduction activities thereon.

Employee Health and Safety

Operations on EON’s properties are subject\nto a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act (“OSHA”) and\ncomparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the OSHA hazard communication standard,\nthe EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and\ncomparable state statutes require that information be maintained concerning hazardous materials used or produced in operations and that\nthis information be provided to employees, state and local government authorities and citizens.

Other Regulation of the Crude Oil and Natural\nGas Industry

The crude oil and natural gas industry is extensively\nregulated by numerous federal, state and local authorities. Legislation affecting the crude oil and natural gas industry is under constant\nreview for amendment or expansion, frequently increasing the regulatory burden. Also, numerous departments and agencies, both federal\nand state, are authorized by statute to issue rules and regulations that are binding on the crude oil and natural gas industry and its\nindividual members, some of which carry substantial penalties for failure to comply. Although the regulatory burden on the crude oil and\nnatural gas industry increases the cost of doing business, these burdens generally do not affect us any differently or to any greater\nor lesser extent than they affect other companies in the industry with similar types, quantities and locations of production.

The availability, terms and conditions and cost\nof transportation significantly affect sales of crude oil and natural gas. The interstate transportation of crude oil and natural gas\nand the sale for resale of natural gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate\ntransportation, storage and various other matters, primarily by the Federal Energy Regulatory Commission (“FERC”). Federal\nand state regulations govern the price and terms for access to crude oil and natural gas pipeline transportation. FERC’s regulations\nfor interstate crude oil and natural gas transmission in some circumstances may also affect the intrastate transportation of crude oil\nand natural gas.

EON cannot predict whether new legislation to\nregulate crude oil and natural gas might be proposed, what proposals, if any, might actually be enacted by the U.S. Congress or the\nvarious state legislatures, and what effect, if any, the proposals might have on its operations. Sales of crude oil and condensate are\nnot currently regulated and are made at market prices.

Drilling and Production

The operations on EON’s properties are subject\nto various types of regulation at the federal, state and local level. These types of regulation include requiring permits for the drilling\nof wells, drilling bonds and reports concerning operations. The state, and some counties and municipalities, in which EON operates also\nregulate one or more of the following:

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the\nlocation of wells;

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the\nmethod of drilling and casing wells;

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the\ntiming of construction or drilling activities, including seasonal wildlife closures;

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the\nrates of production or “allowables”;

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the\nsurface use and restoration of properties upon which wells are drilled;

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the\nplugging and abandoning of wells;

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and\nnotice to, and consultation with, surface owners and other third parties.

State laws regulate the size and shape of drilling\nand spacing units or proration units governing the pooling of crude oil and natural gas properties. Some states allow forced pooling or\nintegration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In some instances, forced\npooling or unitization may be implemented by third parties and may reduce EON’s interest in the unitized properties. In addition,\nstate conservation laws establish maximum rates of production from crude oil and natural gas wells, generally prohibit the venting or\nflaring of natural gas and impose requirements regarding the ratability of production. These laws and regulations may limit the amount\nof crude oil and natural gas that the EON’s properties can produce from EON’s wells or limit the number of wells or the locations\nat which can be drill. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of\ncrude oil and natural gas within its jurisdiction. States do not regulate wellhead prices or engage in other similar direct regulation,\nbut EON cannot assure you that they will not do so in the future. The effect of such future regulations may be to limit the amounts of\ncrude oil and natural gas that may be produced from our wells, negatively affect the economics of production from these wells or to limit\nthe number of locations operators can drill.

Federal, state and local regulations provide detailed\nrequirements for the abandonment of wells, closure or decommissioning of production facilities and pipelines and for site restoration\nin areas where EON operates. The U.S. Army Corps of Engineers and many other state and local authorities also have regulations for\nplugging and abandonment, decommissioning and site restoration. Although the U.S. Army Corps of Engineers does not require bonds\nor other financial assurances, some state agencies and municipalities do have such requirements.

Natural Gas Sales and Transportation

FERC has jurisdiction over the transportation\nand sale for resale of natural gas in interstate commerce by natural gas companies under the Natural Gas Act of 1938 (“NGA”)\nand the Natural Gas Policy Act of 1978. Since 1978, various federal laws have been enacted which have resulted in the complete\nremoval of all price and non-price controls for sales of domestic natural gas sold in “first sales.”

Under the Energy Policy Act of 2005,\nFERC has substantial enforcement authority to prohibit the manipulation of natural gas markets and enforce its rules and orders, including\nthe ability to assess substantial civil penalties. FERC also regulates interstate natural gas transportation rates and service conditions\nand establishes the terms under which EON’s properties may use interstate natural gas pipeline capacity, as well as the revenues\nreceived for release of natural gas pipeline capacity. Interstate pipeline companies are required to provide nondiscriminatory transportation\nservices to producers, marketers and other shippers, regardless of whether such shippers are affiliated with an interstate pipeline company.\nFERC’s initiatives have led to the development of a competitive, open access market for natural gas purchases and sales that permits\nall purchasers of natural gas to buy gas directly from third-party sellers other than pipelines.

Gathering service, which occurs upstream of jurisdictional\ntransmission services, is regulated by the states onshore and in state waters. Section 1(b) of the NGA exempts natural gas gathering\nfacilities from regulation by FERC under the NGA. FERC has in the past reclassified certain jurisdictional transmission facilities\nas non-jurisdictional gathering facilities, which may increase the operators’ costs of transporting gas to point-of-sale locations.\nThis may, in turn, affect the costs of marketing natural gas that EON’s properties produce.

Historically, the natural gas industry was more\nheavily regulated; therefore, we cannot guarantee that the regulatory approach currently pursued by FERC and the U.S. Congress will\ncontinue indefinitely into the future nor can we determine what effect, if any, future regulatory changes might have on its natural gas\nrelated activities.

Crude Oil Sales and Transportation

Crude oil sales are affected by the availability,\nterms and cost of transportation. The transportation of crude oil in common carrier pipelines is also subject to rate regulation. FERC\nregulates interstate crude oil pipeline transportation rates under the Interstate Commerce Act and intrastate crude oil pipeline transportation\nrates are subject to regulation by state regulatory commissions. The basis for intrastate crude oil pipeline regulation, and the degree\nof regulatory oversight and scrutiny given to intrastate crude oil pipeline rates, varies from state to state. Insofar as effective interstate\nand intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of crude oil transportation rates\nwill not affect its operations in any materially different way than such regulation will affect the operations of its competitors.

Further, interstate and intrastate common carrier\ncrude oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer\nservice to all similarly situated shippers requesting service on the same terms and under the same rates. When crude oil pipelines operate\nat full capacity, access is governed by pro-rationing provisions set forth in the pipelines’ published tariffs. Accordingly,\nEON believes that access to crude oil pipeline transportation services of EON’s properties will not materially differ from our competitors’\naccess to crude oil pipeline transportation services.

State Regulation

New Mexico regulates the drilling for, and the\nproduction, gathering and sale of, crude oil and natural gas, including imposing severance taxes and requirements for obtaining drilling\npermits. New Mexico currently imposes a 3.75% severance tax on the market value of crude oil and natural gas production as well as other\nproduction taxes for conservation, schools, ad valorem, and equipment. Combined, these taxes amount to 8-9% tax on market value of\ncrude and natural gas production. States also regulate the method of developing new fields, the spacing and operation of wells and the\nprevention of waste of crude oil and natural gas resources.

States may regulate rates of production and may\nestablish maximum daily production allowables from crude oil and natural gas wells based on market demand or resource conservation, or\nboth. States do not regulate wellhead prices or engage in other similar direct economic regulation, but EON cannot assure you that they\nwill not do so in the future. Should direct economic regulation or regulation of wellhead prices by the states increase, this could limit\nthe amount of crude oil and natural gas that may be produced from wells on EON’s properties and the number of wells or locations\nEON’s properties can drill.

The petroleum industry is also subject to compliance\nwith various other federal, state and local regulations and laws. Some of those laws relate to resource conservation and equal employment\nopportunity. EON does not believe that compliance with these laws will have a material adverse effect on its business.

Title to Properties

Prior to completing an acquisition of a target\nor working interests, EON performs a title review on each tract to be acquired. EON’s title review is meant to confirm the working\ninterests owned by a prospective seller, the property’s lease status and royalty amount as well as encumbrances or other related\nburdens. As a result, title examinations have been obtained on substantially all of EON’s properties.

In addition to EON’s initial title work,\nEON often will conduct a thorough title examination prior to leasing any new acres, and/or drilling a well. Should any further title work\nuncover any further title defects, EON will perform curative work with respect to such defects. EON generally will not commence drilling\noperations on a property until any material title defects on such property have been cured.

EON believes that the title to its assets is satisfactory\nin all material respects. Although title to these properties is in some cases subject to encumbrances, such as customary royalty interest\ngenerally retained in connection with the acquisition of crude oil and gas interests, non-participating royalty interests and other\nburdens, easements, restrictions or minor encumbrances customary in the crude oil and natural gas industry, EON believes that none of\nthese encumbrances will materially detract from the value of these properties or from its interest in these properties.

Competition

The crude oil and natural gas business is highly\ncompetitive; we primarily compete with companies for the acquisition of targets with high percentage of working interests underlying crude\noil and natural gas leases. Many of our competitors not only own and acquire working interests but also explore for and produce crude\noil and natural gas and, in some cases, carry on midstream and refining operations and market petroleum and other products on a regional,\nnational or worldwide basis. By engaging in such other activities, our competitors may be able to develop or obtain information that is\nsuperior to the information that is available to us. In addition, certain of our competitors may possess financial or other resources\nsubstantially larger than EON possesses. Our ability to acquire additional working interests and properties and to discover reserves in\nthe future will be dependent upon its ability to evaluate and select suitable properties and to consummate transactions in a highly competitive\nenvironment.

In addition, crude oil and natural gas products\ncompete with other forms of energy available to customers, primarily based on price. These alternate forms of energy include electricity,\ncoal, and fuel oils. Changes in the availability or price of crude oil and natural gas or other forms of energy, as well as business conditions,\nconservation, legislation, regulations, and the ability to convert to alternate fuels and other forms of energy may affect the demand\nfor crude oil and natural gas.

Seasonality of Business

Weather conditions affect the demand for, and\nprices of, natural gas and can also delay drilling activities, disrupting Our overall business plans. Additionally, EON’s properties\nare located in areas adversely affected by seasonal weather conditions, primarily in the winter and spring. During periods of heavy snow,\nice or rain, EON may be unable to move their equipment between locations, thereby reducing its ability to operate EON’s wells, reducing\nthe amount of crude oil and natural gas produced from the wells on EON’s properties during such times. Additionally, extended drought\nconditions in the areas in which EON’s properties are located could impact its ability to source sufficient water or increase the\ncost for such water. Furthermore, demand for natural gas is typically higher during the winter, resulting in higher natural gas prices\nfor EON’s natural gas production during its first and fourth quarters. Certain natural gas users utilize natural gas storage facilities\nand purchase some of their anticipated winter requirements during the summer, which can lessen seasonal demand fluctuations. Seasonal\nweather conditions can limit drilling and producing activities and other crude oil and natural gas operations in EON’s operating\nareas. Due to these seasonal fluctuations, our results of operations for individual quarterly periods may not be indicative of the results\nthat it may realize on an annual basis.

Employees and Human Working Capital

We have salaried and regular pay employees in\nthe field as well as management at our corporate offices. As of December 31, 2025, we employed 14 full-time salaried and regular\npay field individuals under no ongoing employment contracts who provided direct support to EON’s operations. As of December 31,\n2025, we employed 6 full-time salaried employees at our corporate offices, all of which have ongoing employment contracts. None of\nthese employees are covered by collective bargaining agreements.

Human capital management is critical to our ongoing\nbusiness success, which requires investing in our people. Our aim is to create a highly engaged and motivated workforce where employees\nare inspired by leadership, engaged in purpose-driven, meaningful work and have opportunities for growth and development. We are an equal\nopportunity employer and we are fundamentally committed to creating and maintaining a work environment in which employees are treated\nwith respect and dignity. All human resources policies, practices and actions related to hiring, promotion, compensation, benefits and\ntermination are administered in accordance with the principles of equal employment opportunity and other legitimate criteria without regard\nto race, color, religion, sex, sexual orientation, gender expression or identity, ethnicity, national origin, ancestry, age, mental or\nphysical disability, genetic information, any veteran status, any military status or application for military service, or membership in\nany other category protected under applicable laws.

An effective approach to human capital management\nrequires that we invest in talent, development, culture and employee engagement. We aim to create an environment where our employees are\nencouraged to make positive contributions and fulfill their potential.

Our Board of Directors is also actively involved\nin reviewing and approving executive compensation, selections and succession plans so that we have leadership in place with the requisite\nskills and experience to deliver results the right way.

Emerging Growth Company

We are an “emerging growth company,”\nas defined in the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that\nare applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being\nrequired to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations\nregarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory\nvote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find\nour securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities\nmay be more volatile.

In addition, Section 107 of the JOBS Act\nalso provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)\nof the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”\ncan delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to\ntake advantage of the benefits of this extended transition period. Accordingly, the information we provide to you may be different than\nyou might get from other public companies in which you hold securities.

We will remain an emerging growth company until\nthe earliest of (i) the last day of the fiscal year following the fifth anniversary of the closing of our Initial Public Offering,\nor December 31, 2027, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion,\n(iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under\nthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common\nstock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year or\n(iv) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Facilities

We currently maintain our executive offices at\n3730 Kirby Drive, Suite 1200, Houston, Texas 77098. We recently leased a space at 10810 Old Katy Rd, Katy, TX 77494 just beyond the Houston\ncity limits for our engineering and geological center. The cost for the two spaces combined is approximately $3,000 per month. We consider\nour current office space adequate for our current operations.

ITEM 1A. RISK FACTORS

An investment in our securities involves a\nhigh degree of risk. You should consider carefully all of the risks described below, together with the other information contained in\nthis Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition\nand operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you\ncould lose all or part of your investment.

Risks Related to Our Business

There is substantial doubt about our ability to continue as a “going\nconcern.”

As of December 31, 2025, we had $375,036 in\ncash and a working capital deficit of $21,851,454. Further, we had negative cash flow from operations of $7,645,418 for the year ended\nDecember 31, 2025. These factors raise substantial doubt about our ability to continue as a going concern. Management’s plans to\nalleviate this substantial doubt include improving profitability through streamlining costs, maintaining active hedge positions for its\nproven reserve production, and the issuance of additional shares of Class A Common Stock through the ELOC Purchase Agreement with White\nLion, which can fund our operations and production growth, and be used to reduce our liabilities. While management believes that its\nplans and the overall outlook of the oil and gas industry sufficiently alleviate the factors raising substantial doubt about its ability\nto continue as a going concern, there can be no assurance of success.

Our producing properties are located in\nthe Permian Basin, making it vulnerable to risks associated with operating in a single geographic area.

All of our producing properties are currently\ngeographically concentrated in the Permian Basin. As a result of this concentration, we may be disproportionately exposed to the impact\nof regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation,\nprocessing or transportation capacity constraints, availability of equipment, facilities, personnel or services market limitations, natural\ndisasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of the processing or transportation of\ncrude oil and natural gas. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic\ncrude oil and natural gas producing areas such as the Permian Basin, which may cause these conditions to occur with greater frequency\nor magnify the effects of these conditions. Due to the concentrated nature of EON’s portfolio of properties, a number of our properties\ncould experience any of the same conditions at the same time, resulting in a relatively greater impact on its results of operations than\nthey might have on other companies that have a more diversified portfolio of properties. Such delays or interruptions could have a material\nadverse effect on our financial condition and results of operations.

As a result of our exclusive focus on the Permian\nBasin, it may be less competitive than other companies in bidding to acquire assets that include properties both within and outside of\nthat basin. Although we are currently focused on the Permian Basin, it may from time to time evaluate and consummate the acquisition of\nasset packages that include ancillary properties outside of that basin, which may result in the dilution of its geographic focus.

Title to the properties in which we have\nan interest may be impaired by title defects.

EON is not required to, and under certain circumstances\nit may elect not to, incur the expense of retaining lawyers to examine the title to its operating interests. In such cases, we would rely\nupon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental\noffice before acquiring an operating interest. The existence of a material title deficiency can render an interest worthless and can materially\nadversely affect our results of operations, financial condition and cash flows. No assurance can be given that EON will not suffer a monetary\nloss from title defects or title failure. Additionally, undeveloped acreage has a greater risk of title defects than developed acreage.\nIf there are any title defects in properties in which we holds an interest, it may suffer a financial loss.

We depend on various services for the development\nand production activities on the properties it operates. Substantially all our revenue is derived from these producing properties. A reduction\nin the expected number of wells to be developed on EON’s acreage by or the failure of EON to develop and operate the wells on its\nacreage could have an adverse effect on its results of operations and cash flows adequately and efficiently.

Our assets consist primarily of operating interests.\nThe failure of the Company to perform operations adequately or efficiently or to act in ways that are not in our best interests could\nreduce production and revenues. Additionally, certain investors have requested that operators adopt initiatives to return capital to investors,\nwhich could also reduce the capital available to us for investment in development and production activities. Moreover, should a low commodity\nprice environment incur, we may also opt to reduce development activity that could further reduce production and revenues.

If production on our acreage decreases due to\ndecreased development activities, because of a low commodity price environment, limited availability of development capital, production-related difficulties\nor otherwise, our results of operations may be adversely affected. EON is not obligated to undertake any development activities other\nthan those required to maintain their leases on our acreage. In the absence of a specific contractual obligation, any development and\nproduction activities will be subject to their reasonable discretion (subject to certain implied obligations to develop imposed by the\nlaws of some states). EON could determine to develop wells on our acreage than is currently expected. The success and timing of development\nactivities on our properties, depends on a number of factors that are largely outside of our control, including:

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the capital costs required for development activities on EON’s acreage, which could be significantly more than anticipated;

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the ability to access capital;

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prevailing commodity prices;

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the availability of suitable equipment, production and transportation infrastructure and qualified operating personnel;

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the availability of storage for hydrocarbons, expertise, operating efficiency and financial resources;

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EON’s expected return on investment in wells developed on EON’s acreage as compared to opportunities in other areas;

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the selection of technology;

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the selection of counterparties for the marketing and sale of production;

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and the rate of production of the reserves.

EON may elect not to undertake development activities,\nor may undertake these activities in an unanticipated fashion, which may result in significant fluctuations in EON’s results of\noperations and cash flows. Sustained reductions in production by EON on EON’s properties may also adversely affect EON’s results\nof operations and cash flows. Additionally, if EON were to experience financial difficulty, EON might not be able to pay invoices to continue\nits operations, which could have a material adverse impact on EON’s cash flows.

Our future success depends on replacing\nreserves through acquisitions and the exploration and development activities.

Producing crude oil and natural gas wells are\ncharacterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future crude oil\nand natural gas reserves and our production thereof and our cash flows are highly dependent on the successful development and exploitation\nof our current reserves and its ability to successfully acquire additional reserves that are economically recoverable. Moreover, the production\ndecline rates of our properties may be significantly higher than currently estimated if the wells on its properties do not produce as\nexpected. We may also not be able to find, acquire or develop additional reserves to replace the current and future production of its\nproperties at economically acceptable terms. If we are not able to replace or grow its oil and natural gas reserves, its business, financial\ncondition and results of operations would be adversely affected.

Our failure to successfully identify, complete\nand integrate acquisitions of properties or businesses could materially and adversely affect its growth, results of operations and cash\nflows.

We depend, in part, on acquisitions to grow its\nreserves, production and cash flows. Our decision to acquire a property will depend in part on the evaluation of data obtained from production\nreports and engineering studies, geophysical and geological analyses and seismic data, and other information, the results of which are\noften inconclusive and subject to various interpretations. The successful acquisition of properties requires an assessment of several\nfactors, including:

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recoverable reserves;

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future crude oil and natural gas prices and their applicable differentials;

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development plans;

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operating costs EON’s E&P operators would incur to develop and operate the properties;

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and potential environmental and other liabilities that E&P operators may incur.

The accuracy of these assessments is inherently\nuncertain and we may not be able to identify attractive acquisition opportunities. In connection with these assessments, we perform a\nreview of the subject properties that it believes to be generally consistent with industry practices, given the nature of its interests.\nOur review will not reveal all existing or potential problems, nor will it permit it to become sufficiently familiar with the properties\nto assess fully their deficiencies and capabilities. Inspections are often not performed on every well, and environmental problems, such\nas groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified,\nthe seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. Even if we do identify\nattractive acquisition opportunities, it may not be able to complete the acquisition or do so on commercially acceptable terms. Unless\nwe further develop our existing properties, we will depend on acquisitions to grow our reserves, production and cash flow.

There is intense competition for acquisition opportunities\nin our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Additionally,\nacquisition opportunities vary over time. Our ability to complete acquisitions is dependent upon, among other things, our ability to obtain\ndebt and equity financing and, in some cases, regulatory approvals. Further, these acquisitions may be in geographic regions in which\nEON does not currently hold assets, which could result in unforeseen operating difficulties. In addition, if we acquire interests in new\nstates, it may be subject to additional and unfamiliar legal and regulatory requirements. Compliance with regulatory requirements may\nimpose substantial additional obligations on EON and its management, cause it to expend additional time and resources in compliance activities\nand increase its exposure to penalties or fines for non-compliance with such additional legal requirements. Further, the success\nof any completed acquisition will depend on our ability to effectively integrate the acquired business into its existing business. The\nprocess of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial\nand financial resources. In addition, potential future acquisitions may be larger and for purchase prices significantly higher than those\npaid for earlier acquisitions.

No assurance can be given that we will be able\nto identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully\nacquire identified targets. Our failure to achieve consolidation savings, to integrate the acquired assets into its existing operations\nsuccessfully or to minimize any unforeseen difficulties could materially and adversely affect its financial condition, results of operations\nand cash flows. The inability to effectively manage these acquisitions could reduce Our focus on subsequent acquisitions and current operations,\nwhich, in turn, could negatively impact its growth, results of operations and cash flows.

We may acquire properties that do not produce\nas projected, and it may be unable to determine reserve potential, identify liabilities associated with such properties or obtain protection\nfrom sellers against such liabilities.

Acquiring crude oil and natural gas properties\nrequires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs and\npotential environmental and other liabilities. Such assessments are inexact and inherently uncertain. In connection with the assessments,\nwe perform a review of the subject properties, but such a review will not necessarily reveal all existing or potential problems. In the\ncourse of due diligence, we may not inspect every well or pipeline. We cannot necessarily observe structural and environmental problems,\nsuch as pipe corrosion, when an inspection is made. We may not be able to obtain contractual indemnities from the seller for liabilities\ncreated prior to its purchase of the property. We may be required to assume the risk of the physical condition of the properties in addition\nto the risk that the properties may not perform in accordance with its expectations.

Any acquisitions that EON completes\nwill be subject to substantial risks.

Even if we make acquisitions that we believe will\nincrease its cash generated from operations, these acquisitions may nevertheless result in a decrease in its cash flows. Any acquisition\ninvolves potential risks, including, among other things:

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the validity of our assumptions about estimated proved reserves, future production, prices, revenues, capital expenditures, the operating expenses and costs to develop the reserves;

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a decrease in our liquidity by using a significant portion of our cash generated from operations or borrowing capacity to finance acquisitions;

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a significant increase in our interest expense or financial leverage if we incur debt to finance acquisitions;

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the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which any indemnity it receives is inadequate;

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mistaken assumptions about the overall cost of equity or debt;

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Our ability to obtain satisfactory title to the assets it acquires;

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an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets;

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and the occurrence of other significant changes, such as impairment of crude oil and natural gas properties, goodwill or other intangible assets, asset devaluation or restructuring charges.

Our identified development activities are\nsusceptible to uncertainties that could materially alter the occurrence or timing of our development activities.

The ability of the Company to perform development\nactivities depends on a number of uncertainties, including the availability of capital, construction of and limitations on access to infrastructure,\ninclement weather, regulatory changes and approvals, crude oil and natural gas prices, costs, development activity results and the availability\nof water. Further, any identified potential development activities are in various stages of evaluation, ranging from wells that are ready\nto be developed to wells that require substantial additional interpretation. The use of technologies and the study of producing fields\nin the same area will not enable us to know conclusively prior to development activities whether crude oil and natural gas will be present\nor, if present, whether crude oil and natural gas will be present in sufficient quantities to be economically viable. Even if enough crude\noil or natural gas exist, we may damage the potentially productive hydrocarbon-bearing formation or experience mechanical difficulties\nwhile performing development activities, possibly resulting in a reduction in production from the well or abandonment of the well. If\nEON performs additional development activities on wells that do not respond or they produce at quantities less than desired these wells\nmay materially harm our business.

There is no guarantee that the conclusions we\ndraw from available data and other wells near the EON acreage will be applicable to our development activities. Further, initial production\nrates reported by us in the areas in which ours reserves are located may not be indicative of future or long-term production rates.\nAdditionally, actual production from wells may be less than expected. For example, a number of E&P operators have recently announced\nthat newer wells drilled close in proximity to already producing wells have produced less oil and gas than forecast. Because of these\nuncertainties, EON does not know if the potential development activities that have been identified will ever be able to produce crude\noil and natural gas from these or any other potential development activities. As such, the actual development activities of EON may materially\ndiffer from those presently identified, which could adversely affect our business, results of operation and cash flows.

Acquisitions and development of our leases\nwill require substantial capital, and our company may be unable to obtain needed capital or financing on satisfactory terms or at all.

The crude oil and natural gas industry is capital\nintensive. EON made substantial capital expenditures in connection with the acquisition and development of its properties. Our company\nmay continue to make substantial capital expenditures in connection with the acquisition and development of properties. Our company will\nfinance capital expenditures primarily with funding from cash generated by operations and borrowings under its revolving credit facility.

In the future, EON may need capital more than\nthe amounts it retains in its business or borrows under its revolving credit facility. The level of borrowing base available under our\nrevolving credit facility is largely based on its estimated proved reserves and its lenders’ price decks and underwriting standards\nin the reserve-based lending space and may be reduced to the extent commodity prices decrease and cause underwriting standards to\ntighten or the lending syndication market is not sufficiently liquid to obtain lender commitments to a full borrowing base in an amount\nappropriate for our assets. Furthermore, EON cannot assure you that it will be able to access other external capital on terms favorable\nto it or at all. For example, a significant decline in prices for crude oil and broader economic turmoil may adversely impact our ability\nto secure financing in the capital markets on favorable terms. Additionally, our ability to secure financing or access the capital markets\ncould be adversely affected if financial institutions and institutional lenders elect not to provide funding for fossil fuel energy companies\nin connection with the adoption of sustainable lending initiatives or are required to adopt policies that have the effect of reducing\nthe funding available to the fossil fuel sector. If EON is unable to fund its capital requirements, EON may be unable to complete acquisitions,\ntake advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on its\nresults of operation and free cash flow.

EON is also dependent on the availability of external\ndebt, equity financing sources and operating cash flows to maintain its development program. If those financing sources are not available\non favorable terms or at all, then EON expects the development of its properties to be adversely affected. If the development of our properties\nis adversely affected, then revenues from our operations may decline. If we issue additional equity securities or securities convertible\ninto equity securities, existing stockholders will experience dilution and the new equity securities could have rights senior to those\nof our Class A Common Stock.

EON currently holds and plans to continue\nto enter hedging arrangements with respect to the production of crude oil, and possibly natural gas which is a smaller portion of the\nreserves. EON will mitigate the exposure to the impact of decreases in the prices by establishing a hedging plan and structure that protects\nthe earnings to a reasonable level, and the debt service requirements.

EON holds and plan to continue to enter into hedging\narrangements to establish, in advance, a price for the sale of the crude oil and possibly natural gas produced from its properties. The\nhedging plan and structure will be at a level to balance the debt service requirements and also allow EON to realize the benefit of any\nshort-term increase in the price of crude oil and natural gas. A portion of the crude oil and natural gas produced from its properties\nwill not be protected against decreases in the price of crude oil and natural gas, or prolonged periods of low commodity prices. Hedging\narrangements may limit our ability to realize the benefit of rising prices and may result in hedging losses.

The intent of the hedging arrangements is to mitigate\nthe volatility in its cash flows due to fluctuations in the price of crude oil and natural gas. However, these hedging activities may\nnot be as effective as our company intends in reducing the volatility of its cash flows and, if entered into, are subject to the risks\nof the terms of the derivative instruments derivative contract, there may be a change in the expected differential between the underlying\ncommodity price in the derivative instrument and the actual price received, our company’s hedging policies and procedures may not\nbe properly followed and the steps our company takes to monitor its derivative financial instruments may not detect and prevent violations\nof its risk management policies and procedures, particularly if deception or other intentional misconduct is involved. Further, our company\nmay be limited in receiving the full benefit of increases in crude oil as a result of these hedging transactions. The occurrence of any\nof these risks could prevent EON from realizing the benefit of a derivative contract.

Our estimated reserves are based on many\nassumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially\naffect the quantities and present value of its reserves.

It is not possible to measure underground accumulation\nof crude oil and natural gas in an exact way. Crude oil and natural gas reserve engineering is not an exact science and requires subjective\nestimates of underground accumulations of crude oil and natural gas and assumptions concerning future crude oil and natural gas prices,\nproduction levels, ultimate recoveries and operating and development costs. As a result, estimated quantities of proved reserves, projections\nof future production rates and the timing of development expenditures may turn out to be incorrect. Estimates of our proved reserves and\nrelated valuations as of December 31, 2025 and December 31, 2024 were prepared by Haas and Cobb. Haas and Cobb conducted a detailed\nreview of 94% of our properties for the December 31, 2025 period and 100% of our properties for the December 31, 2024 period covered by\nits reserve report using information provided by EON. Over time, EON may make material changes to reserve estimates taking into account\nthe results of actual drilling, testing and production and changes in prices. In addition, certain assumptions regarding future crude\noil and natural gas prices, production levels and operating and development costs may prove incorrect. A substantial portion of our reserve\nestimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production\nhistory. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves and future cash\ngenerated from operations. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above,\noften result in the actual quantities of crude oil and natural gas that are ultimately recovered being different from its reserve estimates.

Furthermore, the present value of future net cash\nflows from our proved reserves is not necessarily the same as the current market value of its estimated reserves. In accordance with rules\nestablished by the SEC and the Financial Accounting Standards Board (the “FASB”), EON bases the estimated discounted future\nnet cash flows from its proved reserves on the twelve-month average oil and gas index prices, calculated as the unweighted arithmetic\naverage for the first-day-of-the-month price for each month, and costs in effect on the date of the estimate, holding the prices\nand costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the\npresent value estimate, and future net present value estimates using then current prices and costs may be significantly less than the\ncurrent estimate. In addition, the 10% discount factor EON uses when calculating discounted future net cash flows may not be the most\nappropriate discount factor based on interest rates in effect from time to time and risks associated with EON or the crude oil and natural\ngas industry in general.

Operating hazards and partially insured\nor uninsured risks may result in substantial losses to EON and any losses could adversely affect our results of operations and cash flows.

The operations of EON will be subject to all of\nthe hazards and operating risks associated with drilling for and production of crude oil and natural gas, including the risk of fire,\nexplosions, blowouts, surface cratering, uncontrollable flows of crude oil and natural gas and formation water, pipe or pipeline failures,\nabnormally pressured formations, casing collapses and environmental hazards such as crude oil spills, natural gas leaks and ruptures or\ndischarges of toxic gases. In addition, their operations will be subject to risks associated with hydraulic fracturing, including any\nmishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives. The occurrence of\nany of these events could result in substantial losses to EON due to injury or loss of life, severe damage to or destruction of property,\nnatural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and\npenalties, suspension of operations and repairs required to resume operations.

Loss of our information and computer systems,\nincluding as a result of cyber-attacks, could materially and adversely affect our business.

EON relies on electronic systems and networks\nto control and manage our respective businesses. If any of such programs or systems were to fail for any reason, including as a result\nof a cyber-attack, or create erroneous information in our hardware or software network infrastructure, possible consequences could be\nsignificant, including loss of communication links and inability to automatically process commercial transaction or engage in similar\nautomated or computerized business activities. Although EON has multiple layers of security to mitigate risks of cyber-attacks, cyber-attacks on\nbusiness have escalated in recent years. Moreover, EON is becoming increasingly dependent on digital technologies to conduct certain\nexploration, development, production and processing activities, including interpreting seismic data, managing drilling rigs, production\nactivities and gathering systems, conducting reservoir modeling and estimating reserves. The U.S. government has issued public warnings\nthat indicate that energy assets might be specific targets of cyber security threats. If EON becomes the target of cyber-attacks of\ninformation security breaches, their business operations may be substantially disrupted, which could have an adverse effect on our results\nof operations. In addition, our efforts to monitor, mitigate and manage these evolving risks may result in increased capital and operating\ncosts, and there can be no assurance that such efforts will be sufficient to prevent attacks or breaches from occurring.

Political instability or armed conflict in crude oil or natural\ngas producing regions could have a material adverse impact on our business, financial condition or future results.

Our business, financial condition and future results\nare subject to political and economic risks and uncertainties, including instability resulting from civil unrest, political demonstrations,\nmass strikes or armed conflict or other crises in crude oil or natural gas producing areas. For example, while there are currently broad-ranging\neconomic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to the Russia-Ukraine war,\nan end to the Russia-Ukraine conflict and an easing or elimination of the related sanctions against Russia could result in a decrease\nin commodity prices as Russian hydrocarbons become more readily accessible on global markets, which could put downward pressure on demand\nfor our services and cause a reduction in our revenues. In addition, the instability in the Middle East has contributed to volatility\nin oil and gas prices, as well as disruptions to supply chains. Further escalation of conflict in the Middle East, in particular with\nIran, a major oil producer, could have an adverse effect on demand for our services and cause a reduction in our revenues. Further, beginning\nin late 2025, the U.S. seized several oil tankers suspected of transporting oil from Venezuela, and, in early 2026, the U.S. launched\na limited military intervention in Venezuela which culminated in the capture of Venezuela’s incumbent president. As the situation\nstabilizes and U.S.-Venezuela relations improve, it is expected that approximately 50 million barrels of sanctioned oil may become available\nfor export as U.S. sanctions are lifted. The resumption of such exports may cause a depression in global oil prices as the market adjusts\nto such an increase in supply. The ultimate geopolitical and macroeconomic consequences of these conflicts cannot be predicted, and such\nevents could severely impact the world economy and may adversely affect our financial condition. Although the Company does not have operations\noverseas, these conflicts elevate the likelihood of supply chain disruptions, heightened volatility in crude oil and natural gas prices\nand negative effects on our ability to raise additional capital when required and could have a material adverse impact on our business,\nfinancial condition or future results.

We believe EON currently has ineffective\ninternal control over its financial reporting.

A material weakness is a deficiency, or combination\nof deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement\nof our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. We identified material\nweaknesses and believe that EON currently has ineffective internal control over financial reporting, primarily due to: the lack of sufficient\naccounting personnel to manage the Company’s financial accounting process including lack of proper preparation and review of account\nreconciliations, lack of segregation of duties, proper accounting for complex financial instruments and lack of design and implementation\nof controls related to oil and gas activities.

We intend to remediate these deficiencies by putting\ninto place proper internal controls and accounting systems to ensure effective internal control over its financial reporting. We plan\nto enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the\nnuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced\naccess to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals\nwith whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time,\nand we can offer no assurance that these initiatives will ultimately have the intended effects.

However, completion of remediation does not provide\nassurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assure you that we\nwill not identify additional material weaknesses in our internal control over financial reporting in the future. If we are unable to maintain\neffective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial\ninformation accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could\nbe adversely affected. This failure could negatively affect the market price and trading liquidity of our stock, cause investors to lose\nconfidence in our reported financial information, subject us to civil and criminal investigations and penalties and generally materially\nand adversely impact our business and financial condition.

We are dependent upon our executive officers\nand directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively\nsmall group of individuals. We believe that our success depends on the continued service of our executive officers and directors. In addition,\nour executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have\nconflicts of interest in allocating management time among various business activities. The unexpected loss of the services of one or more\nof our directors or executive officers could have a detrimental effect on us.

Certain of our executive officers and directors\nare now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted\nby us.

Our executive officers and directors are, or may\nin the future become, affiliated with entities that are engaged in business activities similar to our own.

Our officers and directors also may become aware\nof business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or\ncontractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity\nshould be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity\nprior to its presentation to us. Our Second A&R Charter provides that we renounce our interest in any corporate opportunity offered\nto any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or\nofficer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable\nfor us to pursue.

Our executive officers, directors, security\nholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits\nour directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in\nany investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We also do not have\na policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by\nus. Accordingly, such persons or entities may have a conflict between their interests and ours.

Increased costs of capital could adversely\naffect our business.

Our business and ability to raise capital and\nmake acquisitions could be harmed by factors such as the availability, terms, and cost of capital, increases in interest rates or a reduction\nin our credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase, limit its access\nto capital, limit its ability to pursue acquisition opportunities, and place it at a competitive disadvantage. A significant reduction\nin the availability of capital could materially and adversely affect our ability to achieve our planned growth and operating results.

For example, since March 2022, the Federal Reserve\nhas raised its target range for the federal funds rate multiple times, and additional rate hikes may continue to occur. An increase\nin the interest rates associated with our floating rate debt would increase our debt service costs and affect our results of operations\nand cash flow available for payments of our debt obligations. In addition, an increase in interest rates could adversely affect our future\nability to obtain financing or materially increase the cost of any additional financing.

EON may be involved in legal proceedings\nthat could result in substantial liabilities.

Like many crude oil and natural gas companies,\nEON may from time to time be involved in various legal and other proceedings, such as title, royalty or contractual disputes, regulatory\ncompliance matters and personal injury or property damage matters, in the ordinary course of its business. Such legal proceedings are\ninherently uncertain and their results cannot be predicted. Regardless of the outcome, such proceedings could have an adverse impact on\nEON because of legal costs, diversion of management and other personnel and other factors. In addition, it is possible that a resolution\nof one or more such proceedings could result in liability, penalties or sanctions, as well as judgments, consent decrees or orders requiring\na change in our business practices, which could materially and adversely affect our business, operating results and financial condition.

Accruals for such liability, penalties or sanctions\nmay be insufficient. Judgments and estimates to determine accruals or range of losses related to legal and other proceedings could change\nfrom one period to the next, and such changes could be material.

Risks Related to Our Industry

A substantial majority of our revenues from\ncrude oil and gas producing activities are derived from its operating properties that are based on the price at which crude oil and natural\ngas produced from the acreage underlying its interests are sold. Prices of crude oil and natural gas are volatile due to factors beyond\nour control. A substantial or extended decline in commodity prices may adversely affect our business, financial condition, results of\noperations and cash flows.

Our revenues, operating results, discretionary\ncash flows, profitability, liquidity and the carrying value of its interests depend significantly upon the prevailing prices for crude\noil and natural gas. Historically, crude oil and natural gas prices and their applicable basis differentials have been volatile and are\nsubject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond\nour control, including:

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the regional, domestic foreign supply of and demand for crude oil and natural gas;

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the level of prices and market expectations about future prices of crude oil and natural gas;

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the level of global crude oil and natural gas E&P;

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the cost of exploring for, developing, producing and delivering crude oil and natural gas;

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the price and quantity of foreign imports and U.S. exports of crude oil and natural gas;

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the level of U.S. domestic production;

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political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America and China and acts of terrorism or sabotage;

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global or national health concerns, including the outbreak of an illness pandemic (like COVID-19), which may reduce demand for crude oil and natural gas due to reduced global or national economic activity;

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the ability of members of OPEC and its allies and other oil exporting nations to agree to and maintain crude oil price and production controls;

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speculative trading in crude oil and natural gas derivative contracts;

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the level of consumer product demand;

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weather conditions and other natural disasters, such as hurricanes and winter storms, the frequency and impact of which could be increased by the effects of climate change;

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technological advances affecting energy consumption, energy storage and energy supply;

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domestic and foreign governmental regulations and taxes;

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the continued threat of terrorism and the impact of military and other action, including U.S. military operations in the Middle East and economic sanctions such as those imposed by the U.S. on oil and gas exports from Iran;

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the proximity, cost, availability and capacity of crude oil and natural gas pipelines and other transportation facilities;

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the impact of energy conservation efforts;

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the price and availability of alternative fuels; and

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overall domestic and global economic conditions.

These factors and the volatility of the energy\nmarkets make it extremely difficult to predict future oil and natural gas price movements accurately. Lower commodity prices may reduce\nour operating margins, cash flow and borrowing ability. If we are unable to obtain needed capital or financing on satisfactory terms,\nour ability to develop future reserves or make acquisitions could be adversely affected. Also, using lower prices in estimating proved\nreserves may result in a reduction in proved and reserve volumes due to economic limits. In addition, sustained periods with oil and natural\ngas prices at levels lower than current West Texas Intermediate (“WTI”) and Henry Hub strip prices may adversely affect our\ndrilling economics, cash flow and our ability to raise capital, which may require us to re-evaluate and postpone or substantially restrict\nour development program, and result in the reduction of some of our proved undeveloped reserves and related PV-10.

Any substantial decline in the price of crude\noil and natural gas, or prolonged period of low commodity prices will materially adversely affect our business, financial condition, results\nof operations and cash flows. In addition, lower crude oil and natural gas may reduce the amount of crude oil and natural gas that can\nbe produced economically, which may reduce our willingness to develop its properties. This may result in EON having to make substantial\ndownward adjustments to our estimated proved reserves, which could negatively impact its ability to fund its operations. If this occurs\nor if production estimates change or exploration or development results deteriorate, the successful efforts method of accounting principles\nmay require EON to write down, as a non-cash charge to earnings, the carrying value of its crude oil and natural gas properties.\nEON could also determine during periods of low commodity prices to shut in or curtail production from wells on our properties. In addition,\nwe could determine during periods of low commodity prices to plug and abandon marginal wells that otherwise may have been allowed to continue\nto produce for a longer period under conditions of higher prices. Specifically, they may abandon any well if they reasonably believe that\nthe well can no longer produce crude oil or natural gas in commercially paying quantities. EON may choose to use various derivative instruments\nin connection with anticipated crude oil and natural gas to minimize the impact of commodity price fluctuations. However, we cannot hedge\nthe entire exposure of our operations from commodity price volatility. To the extent we do not hedge against commodity price volatility,\nor its hedges are not effective, our results of operations and financial position may be diminished.

If commodity prices decrease to a level\nsuch that our future undiscounted cash flows from its properties are less than their carrying value, EON may be required to take write-downs\nof the carrying values of its properties.

Accounting rules require that EON periodically\nreview the carrying value of its properties for possible impairment. Based on specific market factors and circumstances at the time of\nprospective impairment reviews, production data, economics and other factors, EON may be required to write down the carrying value of\nits properties. EON evaluates the carrying amount of its proved oil and natural gas properties for impairment whenever events or changes\nin circumstances indicate that a property’s carrying amount may not be recoverable. If the carrying value exceeds the estimated\nundiscounted future cash flows EON would estimate the fair value of its properties and record an impairment charge for any excess of the\ncarrying value of the properties over the estimated fair value of the properties. Factors used to estimate fair value may include estimates\nof proved reserves, future commodity prices, future production estimates and a commensurate discount rate. The risk that EON will be required\nto recognize impairments of its crude oil and natural gas properties increases during periods of low commodity prices. In addition, impairments\nwould occur if EON were to experience sufficient downward adjustments to its estimated proved reserves or the present value of estimated\nfuture net revenues. An impairment recognized in one period may not be reversed in a subsequent period. EON may incur impairment charges\nin the future, which could materially adversely affect its results of operations for the periods in which such charges are taken.

The unavailability, high cost or shortages\nof rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs to develop and operate our properties.

The crude oil and natural gas industry is cyclical,\nwhich can result in shortages of drilling/workover rigs, equipment, raw materials (particularly water and sand and other proppants), supplies\nand personnel. When shortages occur, the costs and delivery times of rigs, equipment and supplies increase and demand for, and wage rates\nof, qualified drilling/workover rig crews also rise with increases in demand. EON cannot predict whether these conditions will exist in\nthe future and, if so, what their timing and duration will be. In accordance with customary industry practice, EON relies on independent\nthird-party service providers to provide many of the services and equipment necessary to drill new development wells. If EON is unable\nto secure a sufficient number of drilling/workover rigs at reasonable costs, our financial condition and results of operations could suffer.\nShortages of drilling/workover rigs, equipment, raw materials, supplies, personnel, trucking services, tubulars, hydraulic fracturing\nand completion services and production equipment could delay or restrict our development operations, which in turn could have a material\nadverse effect on our financial condition, results of operations and cash flows.

The marketability of crude oil and natural\ngas production is dependent upon transportation and processing and refining facilities, which EON cannot control. Any limitation in the\navailability of those facilities could interfere with our ability to market its production and could harm our business.

The marketability of our production depends in\npart on the availability, proximity and capacity of pipelines, gathering lines, tanker trucks and other transportation methods, and processing\nand refining facilities owned by third parties. EON does not control these third-party facilities and our access to them may be limited\nor denied. Insufficient production from the wells on our acreage or a significant disruption in the availability of third-party transportation\nfacilities or other production facilities could adversely impact our ability to deliver, to market or produce oil and natural gas and\nthereby cause a significant interruption in our operations. If we are unable, for any sustained period, to implement acceptable delivery\nor transportation arrangements or encounter production related difficulties, they may be required to shut in or curtail production. In\naddition, the amount of crude oil that can be produced and sold is subject to curtailment in certain other circumstances outside of our\ncontrol, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage or lack of available\ncapacity on these systems, tanker truck availability and extreme weather conditions. Also, production from our wells may be insufficient\nto support the construction of pipeline facilities, and the shipment of our crude oil and natural gas on third-party pipelines may\nbe curtailed or delayed if it does not meet the quality specifications of the pipeline owners. The curtailments arising from these and\nsimilar circumstances may last from a few days to several months. In many cases, EON is provided only with limited, if any,\nnotice as to when these circumstances will arise and their duration. Any significant curtailment in gathering system or transportation,\nprocessing or refining-facility capacity, or an inability to obtain favorable terms for delivery of the crude oil and natural gas\nproduced from our acreage, could reduce our ability to market the production from our properties and have a material adverse effect on\nour financial condition, results of operations and cash flows. Our access to transportation options and the prices we receive can also\nbe affected by federal and state regulation, including regulation of crude oil and natural gas production, transportation and pipeline\nsafety, as well by general economic conditions and changes in supply and demand.

In addition, the third parties on whom EON relies\nfor transportation services are subject to complex federal, state, tribal and local laws that could adversely affect the cost, manner\nor feasibility of conducting our business.

Drilling for and producing crude oil and\nnatural gas are high-risk activities with many uncertainties that may materially adversely affect our business, financial condition, results\nof operations and cash flows.

The development drilling activities of our properties\nwill be subject to many risks. For example, EON will not be able to assure you that wells drilled by the E&P operators of its properties\nwill be productive. Drilling for crude oil and natural gas often involves unprofitable efforts, not only from dry wells but also from\nwells that are productive but do not produce sufficient crude oil and natural gas to return a profit at then realized prices after deducting\ndrilling, operating and other costs. The seismic data and other technologies used do not provide conclusive knowledge prior to drilling\na well that crude oil and natural gas are present or that a well can be produced economically. The costs of exploration, exploitation\nand development activities are subject to numerous uncertainties beyond our control and increases in those costs can adversely affect\nthe economics of a project. Further, our development drilling and producing operations may be curtailed, delayed, canceled or otherwise\nnegatively impacted as a result of other factors, including:

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unusual or unexpected geological formations;

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loss of drilling fluid circulation;

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title problems;

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facility or equipment malfunctions;

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unexpected operational events;

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shortages or delivery delays of equipment and services;

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compliance with environmental and other governmental requirements; and

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adverse weather conditions, including the recent winter storms in February 2021 that adversely affected operator activity and production volumes in the southern United States, including in the Delaware Basin.

Any of these risks can cause substantial losses,\nincluding personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental\ncontamination or loss of wells and other regulatory penalties. In the event that planned operations, including the drilling of development\nwells, are delayed or cancelled, or existing wells or development wells have lower than anticipated production due to one or more of the\nfactors above or for any other reason, our financial condition, results of operations and cash flows may be materially adversely affected.

Competition in the crude oil and natural\ngas industry is intense, which may adversely affect our ability to succeed.

The crude oil and natural gas industry is intensely\ncompetitive, and our properties compete with other companies that may have greater resources. Many of these companies explore for and\nproduce crude oil and natural gas, carry on midstream and refining operations, and market petroleum and other products on a regional,\nnational or worldwide basis. In addition, these companies may have a greater ability to continue exploration activities during periods\nof low crude oil and natural gas market prices. our larger competitors may be able to absorb the burden of present and future federal,\nstate, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. EON may have\nfewer financial and human resources than many companies in our industry and may be at a disadvantage in bidding producing crude oil and\nnatural gas properties. Furthermore, the crude oil and natural gas industry has experienced recent consolidation among some operators,\nwhich has resulted in certain instances of combined companies with larger resources. Such combined companies may compete against EON and\nthus limit our ability to acquire additional properties and add reserves.

A deterioration in general economic, business,\npolitical or industry conditions would materially adversely affect our results of operations, financial condition and cash flows.

Concerns over global economic conditions, energy\ncosts, geopolitical issues, the impacts of the COVID-19 pandemic, inflation, the availability and cost of credit and slow economic\ngrowth in the United States have contributed to economic uncertainty and diminished expectations for the global economy. Additionally,\nacts of protest and civil unrest have caused economic and political disruption in the United States. Meanwhile, continued hostilities\nin the Middle East, Ukraine and the occurrence or threat of terrorist attacks in the United States or other countries could adversely\naffect the economies of the United States and other countries. Concerns about global economic growth have had a significant adverse\nimpact on global financial markets and commodity prices.

If the economic climate in the United States\nor abroad deteriorates, worldwide demand for petroleum products could further diminish, which could impact the price at which crude oil\nand natural gas from our properties are sold, affect the ability of the Company to continue operations and ultimately materially adversely\nimpact our results of operations, financial condition and cash flows.

Conservation measures, technological advances\nand increasing attention to ESG matters could materially reduce demand for crude oil and natural gas, availability of capital and adversely\naffect our results of operations.

Fuel conservation measures, alternative fuel requirements,\nincreasing consumer demand for alternatives to crude oil and natural gas, technological advances in fuel economy and energy-generation devices\ncould reduce demand for crude oil and natural gas. The impact of the changing demand for crude oil and natural gas services and products\nmay have a material adverse effect on our business, financial condition, results of operations and cash flows. It is also possible that\nthe concerns about the production and use of fossil fuels will reduce the sources of financing available to EON. For example, certain\nsegments of the investor community have developed negative sentiment towards investing in the oil and gas industry. Recent equity returns\nin the sector versus other industry sectors have led to lower oil and gas representation in certain key equity market indices. In addition,\nsome investors, including investment advisors and certain sovereign wealth, pension funds, university endowments and family foundations,\nhave stated policies to divest from, or not provide funding to, the oil and gas sector based on their social and environmental considerations.\nFurthermore, organizations that provide information to investors on corporate governance and related matters have developed ratings processes\nfor evaluating companies on their approach to environmental, social and governance (“ESG”) matters. Such ratings are used\nby some investors and other financial institutions to inform their investment, financing and voting decisions, and unfavorable ESG ratings\nmay lead to increased negative sentiment toward oil and gas companies from such institutions. Additionally, the SEC proposed rules on\nclimate change disclosure requirements for public companies which, if adopted as proposed, could result in substantial compliance costs.\nCertain other stakeholders have also pressured commercial and investment banks to stop financing oil and gas and related infrastructure\nprojects. Such developments, including environmental activism and initiatives aimed at limiting climate change and reducing air pollution,\ncould result in downward pressure on the stock prices of oil and gas companies, and also adversely affect our availability of capital.

Risks Related to Environmental and Regulatory\nMatters

Crude oil and natural gas operations are\nsubject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for EON,\nand failure to comply could result in EON incurring significant liabilities, either of which may impact its willingness to develop our\ninterests.

Our activities on the properties in which EON\nholds interests are subject to various federal, state and local governmental regulations that may change from time to time in response\nto economic and political conditions. Matters subject to regulation include drilling operations, production and distribution activities,\ndischarges or releases of pollutants or wastes, plugging and abandonment of wells, maintenance and decommissioning of other facilities,\nthe spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls\nand limitations on production by restricting the rate of flow of crude oil and natural gas wells below actual production capacity to conserve\nsupplies of crude oil and natural gas. Further actions, including actions focused on addressing climate change, may negatively impact\noil and gas operations and favor renewable energy projects in the United States, which may negatively impact the demand for oil and natural\ngas.

In addition, the production, handling, storage\nand transportation of crude oil and natural gas, as well as the remediation, emission and disposal of crude oil and natural gas wastes,\nby-products thereof and other substances and materials produced or used in connection with crude oil and natural gas operations are\nsubject to regulation under federal, state and local laws and regulations primarily relating to protection of worker health and safety,\nnatural resources and the environment. Failure to comply with these laws and regulations may result in the assessment of sanctions on\nEON, including administrative, civil or criminal penalties, permit revocations, requirements for additional pollution controls and injunctions\nlimiting or prohibiting some or all of our operations on our properties. Moreover, these laws and regulations have generally imposed increasingly\nstrict requirements related to water use and disposal, air pollution control, species protection, and waste management, among other matters.

Laws and regulations governing E&P may also\naffect production levels. EON must comply with federal and state laws and regulations governing conservation matters, including, but not\nlimited to:

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provisions related to the unitization or pooling of the crude oil and natural gas properties;

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the establishment of maximum rates of production from wells;

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the spacing of wells;

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the plugging and abandonment of wells; and

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the removal of related production equipment.

Additionally, federal and state regulatory authorities\nmay expand or alter applicable pipeline-safety laws and regulations, compliance with which may require increased capital costs for\nthird-party crude oil and natural gas transporters. These transporters may attempt to pass on such costs to EON, which in turn could\naffect profitability on the properties in which EON owns an interest.

EON must also comply with laws and regulations\nprohibiting fraud and market manipulations in energy markets. To the extent our properties are shippers on interstate pipelines, they\nmust comply with the tariffs of those pipelines and with federal policies related to the use of interstate capacity.

EON may be required to make significant expenditures\nto comply with the governmental laws and regulations described above and may be subject to potential fines and penalties if they are found\nto have violated these laws and regulations. EON believes the trend of more expansive and stricter environmental legislation and regulations\nwill continue. The laws and regulations that affect EON could increase the operating costs of EON and delay production and may ultimately\nimpact our ability and willingness to develop our properties.

Federal and state legislative and regulatory\ninitiatives relating to hydraulic fracturing could cause EON to incur increased costs, additional operating restrictions or delays and\nhave fewer potential development locations.

EON engages in hydraulic fracturing. Hydraulic\nfracturing is a common practice that is used to stimulate production of hydrocarbons from tight formations, including shales. The process\ninvolves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production.\nCurrently, hydraulic fracturing is generally exempt from regulation under the Underground Injection Control program of the U.S. Safe\nDrinking Water Act (“SDWA”) and is typically regulated by state oil and gas commissions or similar agencies.

However, several federal agencies have asserted\nregulatory authority over certain aspects of the process. For example, in June 2016, the Environmental Protection Agency (the “EPA”)\npublished an effluent limit guideline final rule prohibiting the discharge of wastewater from onshore unconventional oil and gas extraction\nfacilities to publicly owned wastewater treatment plants. Also, from time to time, legislation has been introduced, but not enacted, in\nthe U.S. Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the\nhydraulic fracturing process. This or other federal legislation related to hydraulic fracturing may be considered again in the future,\nthough EON cannot predict the extent of any such legislation at this time.

Moreover, some states and local governments have\nadopted, and other governmental entities are considering adopting, regulations that could impose more stringent permitting, disclosure\nand well-construction requirements on hydraulic fracturing operations, including states in which our properties are located. For\nexample, Texas, among others, has adopted regulations that impose new or more stringent permitting, disclosure, disposal and well construction\nrequirements on hydraulic fracturing operations. States could also elect to prohibit high volume hydraulic fracturing altogether. In addition\nto state laws, local land use restrictions, such as city ordinances, may restrict drilling in general and/or hydraulic fracturing in particular.

Increased regulation and attention given to the\nhydraulic fracturing process, including the disposal of produced water gathered from drilling and production activities, could lead to\ngreater opposition to, and litigation concerning, crude oil and natural gas production activities using hydraulic fracturing techniques\nin areas where EON owns properties. Additional legislation or regulation could also lead to operational delays or increased operating\ncosts for EON in the production of crude oil and natural gas, including from the development of shale plays, or could make it more difficult\nfor EON to perform hydraulic fracturing. The adoption of any federal, state or local laws or the implementation of regulations regarding\nhydraulic fracturing could potentially cause a decrease in our completion of new crude oil and natural gas wells and result in an associated\ndecrease in the production attributable to our interests, which could have a material adverse effect on our business, financial condition\nand results of operations.

Legislation or regulatory initiatives intended\nto address seismic activity could restrict our development and production activities, as well as our ability to dispose of produced water\ngathered from such activities, which could have a material adverse effect on our future business, which in turn could have a material\nadverse effect on our business.

State and federal regulatory agencies have recently\nfocused on a possible connection between hydraulic fracturing related activities, particularly the underground injection of wastewater\ninto disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the\npossible linkage between oil and gas activity and induced seismicity. For example, in 2015, the United States Geological Study (“USGS”)\nidentified eight states, including New Mexico, Oklahoma and Texas, with areas of increased rates of induced seismicity that could be attributed\nto fluid injection or oil and gas extraction.

In addition, a number of lawsuits have been filed\nalleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating\nwaste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements\nin the permitting of produced water disposal wells or otherwise to assess the relationship between seismicity and the use of such wells.\nFor example, the Texas Railroad Commission has previously published a rule governing permitting or re-permitting of disposal wells\nthat would require, among other things, the submission of information on seismic events occurring within a specified radius of the disposal\nwell location, as well as logs, geologic cross sections and structure maps relating to the disposal area in question. If the permittee\nor an applicant of a disposal well permit fails to demonstrate that the produced water or other fluids are confined to the disposal zone\nor if scientific data indicates such a disposal well is likely to be or determined to be contributing to seismic activity, then the agency\nmay deny, modify, suspend or terminate the permit application or existing operating permit for that well. The Texas Railroad Commission\nhas used this authority to deny permits for waste disposal wells. In some instances, regulators may also order that disposal wells be\nshut in. In late 2021, the Texas Railroad Commission issued a notice to operators of disposal wells in the Midland area to reduce saltwater\ndisposal well actions and provide certain data to the commission. Separately, in November 2021, New Mexico implemented protocols\nrequiring operators to take various actions within a specified proximity of certain seismic activity, including a requirement to limit\ninjection rates if a seismic event is of a certain magnitude. As a result of these developments, EON may be required to curtail operations\nor adjust development plans, which may adversely impact EON’s business.

EON will likely dispose of produced water volumes\ngathered from their production operations by injecting it into wells pursuant to permits issued by governmental authorities overseeing\nsuch disposal activities. While these permits will be issued pursuant to existing laws and regulations, these legal requirements are subject\nto change, which could result in the imposition of more stringent operating constraints or new monitoring and reporting requirements,\nowing to, among other things, concerns of the public or governmental authorities regarding such gathering or disposal activities. The\nadoption and implementation of any new laws or regulations that restrict EON’s ability to use hydraulic fracturing or dispose of\nproduced water gathered from drilling and production activities by limiting volumes, disposal rates, disposal well locations or otherwise,\nor requiring them to shut down disposal wells, could have a material adverse effect on EON’s business, financial condition and results\nof operations.

Restrictions on the ability of to obtain\nwater may have an adverse effect on our financial condition, results of operations and cash flows.

Water is an essential component of crude oil and\nnatural gas production during both the drilling and hydraulic fracturing processes. Over the past several years, parts of the country,\nand in particular Texas, have experienced extreme drought conditions. As a result of this severe drought, some local water districts have\nbegun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply. Such conditions\nmay be exacerbated by climate change. If we are unable to obtain water to use in their operations from local sources, or if we are unable\nto effectively utilize flowback water, they may be unable to economically drill for or produce crude oil and natural gas from our properties,\nwhich could have an adverse effect on our financial condition, results of operations and cash flows.

Our operations are subject to a series of\nrisks arising from climate change.

Climate change continues to attract considerable\npublic and scientific attention. As a result, numerous proposals have been made and are likely to continue to be made at the international,\nnational, regional and state levels of government to monitor and limit emissions of carbon dioxide, methane and other “greenhouse\ngases” (“GHGs”). These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting\nand tracking programs and regulations that directly limit GHG emissions from certain sources. As a result, numerous proposals have been\nmade and may continue to be made at the international, national, regional and state levels of government to monitor and limit emissions\nof GHGs as well as to eliminate such future emissions.

Governmental, scientific, and public concern over\nthe threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including\nclimate change related pledges made by certain candidates now in public office. Litigation risks are also increasing as a number of entities\nhave sought to bring suit against various oil and natural gas companies in state or federal court, alleging among other things, that such\ncompanies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware\nof the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those\nimpacts.

The adoption and implementation of new or more\nstringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards\nfor GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural\ngas or generate the GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for oil\nand natural gas, which could reduce the profitability of our interests. Additionally, political, litigation and financial risks may result\nin Pogo restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes,\nor impairing their ability to continue to operate in an economic manner, which also could reduce the profitability of its interests. One\nor more of these developments could have a material adverse effect on our business, financial condition and results of operation.

Increased attention to ESG matters and conservation\nmeasures may adversely impact our business.

Increasing attention to climate change, societal\nexpectations on companies to address climate change, investor and societal expectations regarding voluntary ESG disclosures and consumer\ndemand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, and increased\ninvestigations and litigation. Increasing attention to climate change and environmental conservation, for example, may result in demand\nshifts for oil and natural gas products and additional governmental investigations and private litigation against EON. . To the extent\nthat societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard\nto our causation of, or contribution to, the asserted damage, or to other mitigating factors.

Moreover, while EON may create and publish voluntary\ndisclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations\nand assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including\nthe costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation\ngiven the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

In addition, organizations that provide information\nto investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to\nESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent\nactivism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment\ntoward EON and its industry and to the diversion of investment to other industries, which could have a negative impact on our access to\nand costs of capital. Also, institutional lenders may decide not to provide funding for fossil fuel energy companies based on climate\nchange related concerns, which could affect our access to capital for potential growth projects.

Our results of operations may be materially\nimpacted by efforts to transition to a lower-carbon economy.

Concerns over the risk of climate change have\nincreased the focus by global, regional, national, state and local regulators on GHG emissions, including carbon dioxide emissions, and\non transitioning to a lower-carbon future. A number of countries and states have adopted, or are considering the adoption of, regulatory\nframeworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes,\ncarbon taxes, increased efficiency standards, prohibitions on the sales of new automobiles with internal combustion engines, and incentives\nor mandates for battery-powered automobiles and/or wind, solar or other forms of alternative energy. Compliance with changes in laws,\nregulations and obligations relating to climate change could result in increased costs of compliance for EON or costs of consuming crude\noil and natural gas for such products, and thereby reduce demand, which could reduce the profitability of EON. For example, EON may\nbe required to install new emission controls, acquire allowances or pay taxes related to their greenhouse gas emissions, or otherwise\nincur costs to administer and manage a GHG emissions program. Additionally, EON could incur reputational risk tied to changing customer\nor community perceptions of its, customers contribution to, or detraction from, the transition to a lower-carbon economy. These changing\nperceptions could lower demand for oil and gas products, resulting in lower prices and lower revenues as consumers avoid carbon-intensive industries,\nand could also pressure banks and investment managers to shift investments and reduce lending.

Separately, banks and other financial institutions,\nincluding investors, may decide to adopt policies that restrict or prohibit investment in, or otherwise funding, EON based on climate\nchange-related concerns, which could affect its or our access to capital for potential growth projects.

Approaches to climate change and transition to\na lower-carbon economy, including government regulation, company policies, and consumer behavior, are continuously evolving. At this\ntime, EON cannot predict how such approaches may develop or otherwise reasonably or reliably estimate their impact on its or its operators’\nfinancial condition, results of operations and ability to compete. However, any long-term material adverse effect on the oil and\ngas industry may adversely affect our financial condition, results of operations and cash flows.

Additional restrictions on development activities\nintended to protect certain species of wildlife may adversely affect our ability to conduct development activities.

In the United States, the Endangered Species\nAct (the “ESA”) restricts activities that may affect endangered or threatened species or their habitats. Similar protections\nare offered to migratory birds under the Migratory Bird Treaty Act (the “MBTA”). To the extent species that are listed under\nthe ESA or similar state laws, or are protected under the MBTA, live in the areas where EON operates, our ability to conduct or expand\noperations could be limited, or EON could be forced to incur additional material costs. Moreover, our development drilling activities\nmay be delayed, restricted or precluded in protected habitat areas or during certain seasons, such as breeding and nesting seasons. For\nexample, in June 2021, the U.S. Fish & Wildlife Service (the “FWS”) proposed to list two distinct population\nsections (“DPS”) of the Lesser Prairie Chicken, including one in portions of the Permian Basin, under the ESA (the “southern\nDPS”). On November 25, 2022, the FWS finalized the proposed rule, listing the southern DPS of the Lesser Prairie-Chicken as\nendangered and the northern DPS of the Lesser Prairie-Chicken as threatened.

Recently, there have also been renewed calls to\nreview protections currently in place for the dunes sagebrush lizard, whose habitat includes parts of the Permian Basin, and to reconsider\nlisting the species under the ESA.

In addition, as a result of one or more settlements\napproved by the FWS, the agency was required to make a determination on the listing of numerous other species as endangered or threatened\nunder the ESA by the end of the FWS’ 2017 fiscal year. The FWS did not meet that deadline, but continues to evaluate whether to\ntake action with respect to those species. The designation of previously unidentified endangered or threatened species could cause our\noperations to become subject to operating restrictions or bans, and limit future development activity in affected areas. The FWS and similar\nstate agencies may designate critical or suitable habitat areas that they believe are necessary for the survival of threatened or endangered\nspecies. Such a designation could materially restrict use of or access to federal, state and private lands.

Risks Related to Our Financial and Debt Arrangements

If we are unable to comply with the restrictions and covenants\nin our debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of\nrepayment.

If we are unable to comply with the restrictions\nand covenants in any existing or future debt agreement or if we default under the terms of any existing or future debt agreement, there\ncould be an event of default. Our ability to comply with these restrictions and covenants, including meeting any financial ratios and\ntests, may be affected by events beyond our control. We cannot assure that we will be able to comply with these restrictions and covenants\nor meet such financial ratios and tests. In the event of a default under any debt agreement, the lenders could terminate or accelerate\nthe loans and declare all amounts borrowed due and payable. If any of these events occur, our assets might not be sufficient to repay\nin full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing,\nit might not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend the debt agreement or obtain\nneeded waivers on satisfactory terms. There can be no assurance that, if needed to avoid noncompliance with our debt agreements in the\nfuture, we will obtain the necessary waivers from the applicable lenders on satisfactory terms or at all. As a result, there could be\nan event of default under such agreements, which could result in an acceleration of repayment.

Our debt levels may limit our flexibility\nto obtain additional financing and pursue other business opportunities.

Our existing and any future indebtedness could\nhave important consequences to it, including:

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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on terms acceptable to it;

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covenants in any future credit and debt arrangement may require, us to meet financial tests that may affect our flexibility in planning for and reacting to changes in its business, including possible acquisition opportunities;

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our access to the capital markets may be limited;

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our borrowing costs may increase;

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we will use a portion of its discretionary cash flows to make principal and interest payments on its indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities and payment of dividends to its stockholders; and

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our debt level will make us more vulnerable than competitors with less debt to competitive pressures or a downturn in its business or the economy generally.

Our ability to service our indebtedness will depend\nupon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and\nfinancial, business, regulatory and other factors, some of which are beyond its control. If our operating results are not sufficient to\nservice its current or future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying business\nactivities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing its indebtedness, or seeking\nadditional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms or at all.

Risks Related to Our Common Stock

Our stock price is volatile, which could result in substantial\nlosses to investors and litigation.

In addition to changes to market prices based\non our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of\nand trading volume for our Class A Common Stock may continue to change for a variety of other reasons, not necessarily related to our\nactual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance\nof particular companies. These broad market fluctuations may adversely affect the trading price of our Class A Common Stock. In addition,\nthe average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Factors\nthat could cause the market price of our Class A Common Stock to fluctuate significantly include:

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the results of operating and financial performance and prospects of other companies in our industry;

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strategic actions by us or our competitors, such as acquisitions or restructurings;

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announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by our competitors;

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the public’s reaction to our press releases, other public announcements, and filings with the Securities and Exchange Commission (“SEC”);

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lack of securities analyst coverage or speculation in the press or investment community about us or market opportunities in our industry;

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changes in government policies in the United States;

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changes in earnings estimates or recommendations by securities or research analysts who track our Class A Common Stock or failure of our actual results of operations to meet those expectations;

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market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

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changes in accounting standards, policies, guidance, interpretations or principles;

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any lawsuit involving us, our services or our products;

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arrival and departure of key personnel;

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sales of Class A Common Stock by us, our investors or members of our management team; and

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changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

Any of these factors, as well as broader market\nand industry factors, may result in large and sudden changes in the trading volume of our Class A Common Stock and could seriously harm\nthe market price of our Class A Common Stock, regardless of our operating performance. This may prevent you from being able to sell your\nshares at or above the price you paid for your shares of our Class A Common Stock, if at all. In addition, following periods of volatility\nin the market price of a company’s securities, stockholders often institute securities class action litigation against that company.\nOur involvement in any class action suit or other legal proceeding could divert our senior management’s attention and could adversely\naffect our business, financial condition, results of operations and prospects.

The sale or availability for sale of substantial\namounts of our Class A Common Stock could adversely affect the market price of our Class A Common Stock.

Sales of substantial amounts of shares of our\nClass A Common Stock, or the perception that these sales could occur, could adversely affect the market price of our Class A Common Stock\nand could impair our future ability to raise capital through common stock offerings.

We have never paid cash dividends on our\nClass A Common Stock and do not anticipate paying any cash dividends on our Class A Common Stock.

We have never paid cash dividends and do not anticipate\npaying any cash dividends on our Class A Common Stock in the foreseeable future. We currently intend to retain any earnings to finance\nour operations and growth. As a result, any short-term return on your investment will depend on the market price of our Class A Common\nStock, and only appreciation of the price of our Class A Common Stock, which may never occur, will provide a return to stockholders. The\ndecision whether to pay dividends will be made by our board of directors in light of conditions then existing, including, but not limited\nto, factors such as our financial condition, results of operations, capital requirements, business conditions, and covenants under any\napplicable contractual arrangements. Investors seeking cash dividends should not invest in our Class A Common Stock.

If equity research analysts do not publish\nresearch or reports about our business, or if they issue unfavorable commentary or downgrade our Class A Common Stock, the market price\nof our Class A Common Stock will likely decline.

The trading market for our Class A Common Stock\nwill rely in part on the research and reports that equity research analysts, over whom we have no control, publish about us and our business.\nWe may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of\nour company, the market price for our Class A Common Stock could decline. In the event we obtain securities or industry analyst coverage,\nthe market price of our Class A Common Stock could decline if one or more equity analysts downgrade our Class A Common Stock or if those\nanalysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or our business.

The NYSE American may delist our securities\nfrom trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional\ntrading restrictions.

We have listed our Class A Common Stock and public\nwarrants on the NYSE American. We cannot assure you that our securities will continue to be listed on the NYSE American in the future.\nIn order to continue listing our securities on the NYSE American, we must maintain certain financial, distribution and stock price levels.\nGenerally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our\nsecurities (generally 300 public holders).

If the NYSE American delists our securities from\ntrading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could\nbe quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

We may redeem your public warrants prior\nto their exercise at a time that is disadvantageous to you, thereby making such warrants worthless.

We may redeem your public warrants prior to their\nexercise at a time that is disadvantageous to you, thereby making such warrants worthless. We have the ability to redeem outstanding public\nwarrants at any prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the shares of the Class\nA Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations\nand the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date\non which a notice of redemption is sent to the warrant holders. Please note that the closing price of our Class A Common Stock has not\nexceeded $18.00 per share for any of the 30 trading days prior to the date of this report. We will not redeem the warrants as described\nabove unless a registration statement under the Securities Act covering the shares of the Class A Common Stock issuable upon exercise\nof such warrants is effective and a current prospectus relating to shares of the Class A Common Stock is available throughout the 30-day redemption\nperiod. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register\nor qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding public warrants\ncould force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous\nfor you to do so, (ii) to sell your public warrants s at the then-current market price when you might otherwise wish to hold\nyour public warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called\nfor redemption, is likely to be substantially less than the market value of your public warrants.

The value received upon exercise of the public\nwarrants (1) may be less than the value the holders would have received if they had exercised their public warrants at a later time\nwhere the underlying share price is higher and (2) may not compensate the holders for the value of the public warrants. The fair\nvalue of the public warrants that may be retained by redeeming shareholders is $1.3 million based on recent trading prices, and 8,625,000\npublic warrants held by public shareholders.

We may amend the terms of the public warrants\nin a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public\nwarrants. As a result, the exercise price of the public warrants could be increased, the exercise period could be shortened and the number\nof shares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without a holder’s approval.

Our public warrants were issued in registered\nform under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement\nprovides that the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or to correct\nany mistake, including to conform the provisions therein to the descriptions of the terms of the warrants, or to cure, correct or supplement\nany defective provision, or (ii) to add or change any other provisions with respect to matters or questions arising under the warrant\nagreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the\ninterests of the registered holders of the warrants. The warrant agreement requires the approval by the holders of at least 50% of the\nthen-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.\nAccordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public\nwarrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of\nthe then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase\nthe exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the\nexercise period or decrease the number of shares of our Class A Common Stock purchasable upon exercise of a warrant.

Purchases made pursuant to our ELOC Purchase\nAgreement will be made at a discount to the volume weighted average price of Class A Common Stock, which may result in negative pressure\non the stock price.

On October 17, 2022, we entered into a common\nstock purchase agreement (the “ELOC Purchase Agreement”) and a related registration rights agreement (the “White Lion\nRRA”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the ELOC Purchase\nAgreement, we have the right, but not the obligation to require White Lion to purchase, from time to time, up to $150,000,000 in aggregate\ngross purchase price of newly issued shares of our Class A Common Stock, subject to certain limitations and conditions set forth in the\nELOC Purchase Agreement. On March 7, 2024, the Company entered into an Amendment No. 1 to ELOC Purchase Agreement (the “White Lion\nAmendment”) with White Lion. Pursuant to the White Lion Amendment, the Company and White Lion agreed to a fixed number of Commitment\nShares equal to 440,000 shares of Common Stock to be issued to White Lion in consideration for commitments of White Lion under the ELOC\nPurchase Agreement, which the Company agreed to include all of the Commitment Shares on the initial registration statement filed by the\nCompany related to the ELOC Purchase Agreement.

We are obligated under the ELOC Purchase Agreement\nand the White Lion RRA to maintain a registration statement with the SEC to register the Class A Common Stock under the Securities Act of 1933,\nas amended, for the resale by White Lion of shares of Class A Common Stock that we may issue to White Lion under the ELOC Purchase Agreement.\nThe purchase price to be paid by White Lion for any shares of Class A Common Stock will equal 96% of the lowest daily volume-weighted average\nprice of Class A Common Stock during a period of two consecutive trading days following the applicable Notice Date.

Such purchases will dilute our stockholders and\ncould adversely affect the prevailing market price of our Class A Common Stock and impair our ability to raise capital through future\nofferings of equity or equity-linked securities, although we intend to carefully control such purchases as to minimize the impact.\nAccordingly, the adverse market and price pressures resulting from the purchase and registration of Class A Common Stock pursuant to the\nELOC Purchase Agreement may continue for an extended period of time and continued negative pressure on the market price of our Class A\nCommon Stock could have a material adverse effect on our ability to raise additional equity capital.

It is not possible to predict the actual\nnumber of shares of Class A Common Stock, if any, we will sell under the ELOC Purchase Agreement with White Lion or the actual gross proceeds\nresulting from those sales.

We generally have the right to control the timing\nand amount of any sales of the Class A Common Stock to White under the ELOC Purchase Agreement. Sales of Class A Common Stock, if any,\nto White Lion under the ELOC Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately\ndecide to sell to White Lion all, some or none of the Class A Common Stock that may be available for us to sell to White Lion pursuant\nto the ELOC Purchase Agreement.

Because the purchase price per share of Class\nA Common Stock to be paid by White Lion will fluctuate based on the market prices of the Class A Common Stock at the time we elect to\nsell Class A Common Stock to White Lion pursuant to the ELOC Purchase Agreement, if any, it is not possible for us to predict, as of the\ndate of this report and prior to any such sales, the number of shares of Class A Common Stock that we will sell to White Lion under the\nELOC Purchase Agreement, the purchase price per share that White Lion will pay for Class A Common Stock purchased from us under the ELOC\nPurchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by White Lion under the ELOC Purchase Agreement.

The number of shares of Class A Common Stock ultimately\noffered for sale by White Lion is dependent upon the number of shares of Class A Common Stock, if any, we ultimately elect to sell to\nWhite Lion under the ELOC Purchase Agreement. However, even if we elect to sell Class A Common Stock to White Lion pursuant to the ELOC\nPurchase Agreement, White Lion may resell all, some or none of such shares at any time or from time to time in its sole discretion and\nat different prices. To date, the Company has issued 17,000,000 shares of common stock under the ELOC Purchase Agreement.

Because the purchase price per share to be paid\nby White Lion for the shares of Class A Common Stock that we may elect to sell to White Lion under the ELOC Purchase Agreement, if any,\nwill fluctuate based on the market prices of our common stock for each purchase made pursuant to the Common Stock, if any, it is not possible\nfor us to predict, as of the date of this report and prior to any such sales, the number of shares of Class A Common Stock that we will\nsell to White Lion under the ELOC Purchase Agreement, the purchase price per share that While Lion will pay for shares purchased from\nus under the ELOC Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by White Lion under the\nPurchase Agreement, if any.

The sale and issuance of Class A Common\nStock to White Lion will cause dilution to our existing securityholders, and the resale of the Class A Common Stock acquired by White\nLion, or the perception that such resales may occur, could cause the price of our Class A Common Stock to decrease.

The purchase price per share of Class A Common\nStock to be paid by White Lion for the Class A Common Stock that we may elect to sell to White Lion under the ELOC Purchase Agreement,\nif any, will fluctuate based on the market prices of our Class A Common Stock at the time we elect to sell Class A Common Stock to White\nLion pursuant to the ELOC Purchase Agreement. Depending on market liquidity at the time, resales of such Class A Common Stock by White\nLion may cause the trading price of our Class A Common Stock to decrease.

If and when we elect to sell Class A Common Stock\nto White Lion, sales of newly issued Class A Common Stock by us to White Lion could result in substantial dilution to the interests of\nexisting holders of our Class A Common Stock. Additionally, the sale of a substantial number of Class A Common Stock to White Lion, or\nthe anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at\na time and at a price that we might otherwise wish to effect sales.

We expect to grant equity awards to employees\nand directors under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business\nstrategy, we may make or receive investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition\nor investment. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership\ninterests and the per share value of our Class A Common Stock to decline. To date, the Company has issued 17,000,000 shares of common\nstock under the ELOC Purchase Agreement.

Investors who buy shares at different times\nwill likely pay different prices than White Lion under the ELOC Purchase Agreement with them.

Pursuant to the ELOC Purchase Agreement, we will\nhave discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to White Lion. If and when we do elect\nto sell shares of our Class A Common Stock to White Lion pursuant to the ELOC Purchase Agreement, after White Lion has acquired such shares,\nWhite Lion may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As\na result, investors who purchase shares from White Lion in this offering at different times will likely pay different prices for those\nshares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment\nresults. Investors may experience a decline in the value of the shares they purchase from White Lion in this offering as a result of future\nsales made by us to White Lion at prices lower than the prices such investors paid for their shares in this offering.

Management will have broad discretion as\nto the use of the proceeds from the sale of shares to White Lion, and uses may not improve our financial condition or market value.

Because we have not designated the amount of net\nproceeds from the sale of shares of our Class A Common Stock to be used for any particular purpose, our management will have broad discretion\nas to the application of such net proceeds and could use them for purposes other than those contemplated hereby. Our management may use\nthe net proceeds for corporate purposes that may not improve our financial condition or market value.

The JOBS Act permits “emerging growth\ncompanies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies\nthat are not emerging growth companies.

We qualify as an “emerging growth company”\nas defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take advantage of certain exemptions\nfrom various reporting requirements applicable to other public companies that are not emerging growth companies, including (a) the\nexemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of\nthe Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements\nand (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result,\nour stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest\nof (a) the last day of the fiscal year of (i) the fifth anniversary of the closing of our Initial Public Offering, or\nDecember 31, 2027, (ii) in which we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant\nto SEC rules from time to time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value of\nour Class A Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second\nfiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior\nthree year period.

In addition, Section 107 of the JOBS Act\nprovides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided\nin Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore\ndelay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides\nthat a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth\ncompanies, but any such election to opt out is irrevocable. We have elected to irrevocably opt out of such extended transition period,\nwhich means that when a standard is issued or revised and it has different application dates for public or private companies, we will\nadopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of our financial\nstatements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible\nbecause of the potential differences in accounting standards used.

We cannot predict if investors will find our Class\nA Common Stock less attractive because we will rely on these exemptions. If some investors find our Class A Common Stock less attractive\nas a result, there may be less active trading market for our Class A Common Stock and our stock price may be more volatile.

The Second A&R Charter designates state\ncourts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders,\nwhich could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees\nor agents.

The Second A&R Charter provides that, unless\nwe consent in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall, to the\nfullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of\nthe company, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any current or former\ndirector, officer, employee or agent of the company to us or our stockholders, or a claim of aiding and abetting any such breach of fiduciary\nduty, (iii) any action asserting a claim against us or any of our directors, officers, employees or agents arising pursuant to any\nprovision of the DGCL, the Second A&R Charter (as may be amended, restated, modified, supplemented or waived from time to time), (iv) any\naction to interpret, apply, enforce or determine the validity of the Second A&R Charter (as may be amended, restated, modified, supplemented\nor waived from time to time), (v) any action asserting a claim against us or any of our directors, officers, employees or agents\nthat is governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate claim” as that\nterm is defined in Section 115 of the DGCL.

In addition, the Second A&R Charter provides\nthat, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of\nAmerica shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a\ncause of action arising under the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing,\nthe Second A&R Charter provides that the exclusive forum provision will not apply to claims seeking to enforce any liability or duty\ncreated by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

This choice of forum provision may limit a stockholder’s\nability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees\nor stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived\nour compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice\nof forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional\ncosts associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

The Second A&R Charter contains a waiver\nof the corporate opportunities doctrine for our directors and officers, and therefore such persons have no obligations to make opportunities\navailable to us.

The “corporate opportunities” doctrine\nprovides that directors and officers of a corporation, as part of their duty of loyalty to the corporation and its shareholders, generally\nhave a fiduciary duty to disclose opportunities to the corporation that are related to its business and are prohibited from pursuing those\nopportunities unless the corporation determines that it is not going to pursue them. Our amended and restated certificate of incorporation\nwaives the corporate opportunities doctrine. It states that, to the extent allowed by law, the doctrine of corporate opportunity, or any\nother analogous doctrine, shall not apply with respect to us or any of our officers or directors or any of their respective affiliates,\nin circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may\nhave as of the date of the amended and restated certificate of incorporation or in the future, and we renounce any expectancy that any\nof our directors or officers will offer any such corporate opportunity of which he or she may become aware to us, except, the doctrine\nof corporate opportunity shall apply with respect to any of our directors or officers with respect to a corporate opportunity that was\noffered to such person solely in his or her capacity as a director or officer of the company and (i) such opportunity is one that\nwe are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (ii) the director\nor officer is permitted to refer that opportunity to us without violating any legal obligation.

Our directors and officers or their respective\naffiliates may pursue acquisition opportunities that may be complementary to our business and, as a result of the waiver described above,\nthose acquisition opportunities may not be available to us. In addition, our directors and officers or their respective affiliates may\nhave an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even\nthough such transactions might involve risks to you.

We are a holding company with no operations\nof our own, and we depend on our subsidiaries for cash to fund all of our operations, taxes and other expenses and any dividends that\nwe may pay.

Our operations are conducted entirely through\nour subsidiaries. Our ability to generate cash to meet our debt and other obligations, to cover all applicable taxes payable and to declare\nand pay any dividends on our Class A Common Stock is dependent on the earnings and the receipt of funds through distributions from our\nsubsidiaries. Our subsidiaries’ respective abilities to generate adequate cash depends on a number of factors, including development\nof reserves, successful acquisitions of complementary properties, advantageous drilling conditions, natural gas, oil prices, compliance\nwith all applicable laws and regulations and other factors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We acknowledge the increasing importance of cybersecurity\nin today’s digital and interconnected world. Cybersecurity threats pose significant risks to the integrity of our systems and data,\npotentially impacting our business operations, financial condition and reputation. As a smaller reporting company, we currently do not\nhave formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols in place to manage cybersecurity risks. Our\napproach to cybersecurity is in the developmental stage, and we have only begun to conduct comprehensive risk assessments, establish an\nincident response plan, and engage with external cybersecurity consultants for assessments or services. As of the date of this report,\nwe have adopted an incident response plan which governs our assessment and response upon the occurrence of a material cybersecurity incident,\nincluding the process for informing senior management and our Board of Directors. Our Vice President of Finance and Administration has\nbeen designated as the lead for implementing our incident response plan. In addition, in 2024, we acquired a cybersecurity insurance policy.\nGiven our current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However,\nwe recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other\ncybersecurity incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt\nour business operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.

We are in the process of evaluating our cybersecurity\nneeds and developing appropriate measures to enhance our cybersecurity posture. This includes considering the engagement of external cybersecurity\nexperts to advise on best practices, conducting vulnerability assessments and developing an incident response strategy. Our goal is to\nestablish a cybersecurity framework that is commensurate with our size, complexity and the nature of our operations, thereby reducing\nour exposure to cybersecurity risks.

In addition, our board of directors will oversee\nany cybersecurity risk management framework and a dedicated committee of our board of directors will review and approve any cybersecurity\npolicies, strategies and risk management practices.

Despite our efforts to improve our cybersecurity\nmeasures, there can be no assurance that our initiatives will fully mitigate the risks posed by cyber threats. The landscape of cybersecurity\nrisks is constantly evolving, and we will continue to assess and update our cybersecurity measures in response to emerging threats.

For a discussion of potential cybersecurity risks\naffecting us, please refer to the “Risk Factors” section.

ITEM 2. PROPERTIES

We currently maintain our executive offices at\n3730 Kirby Drive, Suite 1200, Houston, Texas 77098. We recently leased a space at 10810 Old Katy Rd, Katy, TX 77494 just beyond the Houston\ncity limits for our engineering and geological center. The cost for the two spaces combined are approximately $3,000 per month. We consider\nour current office space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

There are no material proceedings to which any\ndirector or officer, or any associate of any such director or officer, is a party that is adverse to our company or any of our subsidiaries\nor has a material interest adverse to our company or any of our subsidiaries. No director or executive officer has been a director or\nexecutive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past\nten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding\nduring the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court\npermanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or\nbanking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state\nsecurities or commodities law during the past ten years.

We are from time to time subject to claims, lawsuits\nand other legal and administrative proceedings arising in the ordinary course of business. Defending such proceedings is costly and can\nimpose a significant burden on management and employees. The results of any future litigation cannot be predicted with certainty, and\nregardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management\nresources and other factors. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely\nto us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial\ncondition.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S\nCOMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

Our Class A Common Stock and public warrants are\ncurrently listed on the NYSE American under the symbol “EONR” and “EONR.WS”, respectively. On September 25, 2026\nthe closing sale price of our Class A Common Stock was $0.4929 per share.

(b) Holders

As of September 25, 2026, there were approximately\n34 holders of record of our Class A Common Stock and there were no holders of record of our Class B Common Stock. The number of record\nholders was determined from the records of our transfer agent and does not include beneficial owners of our shares of Class A Common Stock\nwhose shares are held in the names of various security brokers, dealers and registered clearing agencies.

(c) Dividends

Our Board of Directors has not adopted a formal\ndividend policy for a recurring fixed dividend payment to shareholders. We have not paid any cash dividends on our Class A Common Stock\nto date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and\ngeneral financial condition subsequent to completion of a business combination. The payment of any cash dividends in the future will be\nwithin the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does\nnot anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare\ndividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under\nEquity Compensation Plans

Information about our equity compensation plans\nin Item 11 of Part III of this report is incorporated herein by reference.

(e) Performance Graph

Not applicable.

(f) Recent Sales of Unregistered Securities;\nUse of Proceeds from Registered Offerings

In January 2025, we issued 200,000 shares to a\nconsultant for services that vested immediately.

In March 2025, we issued 116,100 shares to a consultant\nfor services performed based on a consulting agreement to issued $15,000 of shares per month. In addition, we issued an additional 108,800\nshares to the consultant in June 2025 pursuant to the agreement.

In April 2025, we issued 220,000 shares to consultants\nfor services that vested immediately.

In September 2025, we issued 37,500 shares to\na consultant for services performed based on a consulting agreement to issued 7,500 of shares per month. In addition, we issued an additional\n7,500 shares to the consultant in December 2025 pursuant to the agreement.

All issuances described above were not registered\nunder the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated\nthereunder.

(g) Purchases of Equity Securities by the Issuer and Affiliated\nPurchasers

None.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION\nAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our\nfinancial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained\nelsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements\nthat involve risks and uncertainties – See “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS”.

Overview

We are an independent oil and natural gas company\nbased in Texas and formed in 2017 that is focused on the acquisition, development, exploration, production and divestiture of oil and\nnatural gas properties in the Permian Basin. The Permian Basin is located in west Texas and southeastern New Mexico and is characterized\nby high oil and liquids-rich natural gas content, multiple vertical and horizontal target horizons, extensive production histories, long-lived\nreserves and historically high drilling success rates. Our properties are in the GJF in Eddy County, New Mexico, and SJF in Lea County,\nNew Mexico which are both in the sub-area of the Permian Basin. LHO focuses primarily on production through waterflooding recovery methods.

Our assets as mentioned above consist of contiguous\nleasehold positions in the GJF of approximately 13,700 gross (13,700 net) acres with an average working interest of 100%. We operate 100%\nof the net acreage across the GJF, all of which is net operated acreage of vertical wells with average depths of approximately 3,810 feet.\nIn addition, our SJF has contiguous leasehold positions of approximately 5,400 gross (5,400) acres with an average working interest of\n94%. We operate 100% of the net acreage across the SJF assets, all of which is net operated acreage of vertical wells with average depths\nof approximately 6,000 feet.

Our average daily net production for the year\nended December 31, 2025 was 734 barrel of oil equivalent (“BOE”) per day. Our average daily net production for the year ended\nDecember 31, 2024, was 798 BOE per day. The decrease in production is due to an increase in well downtime, water injection flowlines that\nneeded repair or replacement, increase in flaring of natural gas, and the conveyance of the 2025 ORRIs on September 9, 2025 with the recapitalization\nand Farmout funding.

Selected Factors That Affect Our Operating\nResults

Our revenues, cash flows from operations and future\ngrowth depend substantially upon:

\n \n \n \n \n

●

the timing and success of production and development activities;

\n \n \n \n \n

●

the prices for oil and natural gas;

\n \n \n \n \n

●

the quantity of oil and natural gas production from our wells;

\n \n \n \n \n

●

changes in the fair value of the derivative instruments we use to reduce our exposure to fluctuations in the price of oil and natural gas;

\n \n \n \n \n

●

our ability to continue to identify and acquire high-quality acreage and development opportunities; and

\n \n \n \n \n

●

the level of our operating expenses.

In addition to the factors that affect companies\nin our industry generally, the location of substantially all of our acreage discussed above subjects our operating results to factors\nspecific to these regions. These factors include the potential adverse impact of weather on drilling, production and transportation activities,\nparticularly during the winter and spring months, as well as infrastructure limitations, transportation capacity, regulatory matters and\nother factors that may specifically affect one or more of these regions.

The price at which our oil and natural gas production\nare sold typically reflects either a premium or discount to the New York Mercantile Exchange (“NYMEX”) benchmark price. Thus,\nour operating results are also affected by changes in the oil price differentials between the applicable benchmark and the sales prices\nwe receive for our oil production. Our oil price differential to the NYMEX benchmark price during the years ended December 31, 2025 and\n2024, was $(1.53) and $(1.03) per barrel, respectively. Our natural gas price differential during the years ended December 31, 2025 and\n2024, was $(1.64) and $0.08 per one thousand cubic feet (“Mcf”), respectively. Fluctuations in our price differentials and\nrealizations are due to several factors such as gathering and transportation costs, takeaway capacity relative to production levels, regional\nstorage capacity, gain/loss on derivative contracts and seasonal refinery maintenance temporarily depressing demand.

Market Conditions

The price that we receive for the oil and natural\ngas we produce is largely a function of market supply and demand. Because our oil and gas revenues are heavily weighted toward oil, we\nare more significantly impacted by changes in oil prices than by changes in the price of natural gas. World-wide supply in terms of output,\nespecially production from properties within the United States, the production quota set by OPEC, and the strength of the U.S. dollar\ncan adversely impact oil prices.

Historically, commodity prices have been volatile,\nand we expect the volatility to continue in the future. Factors impacting the future oil supply balance are world-wide demand for oil,\nas well as the growth in domestic oil production.

Prices for various quantities of natural gas and\noil that we produce significantly impact our revenues and cash flows. The following table lists average NYMEX prices for oil and natural\ngas for the years ended December 31, 2025 and 2024.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the years ended December 31,
	2025		2024
Average NYMEX Prices ⁽¹⁾
Oil (per Bbl)	$	65.46		$	76.55
Natural gas (per Mcf)	$	3.53		$	2.19

\n \n \n \n

(1)	Based on average NYMEX closing prices.

For the year ended December 31, 2025, the average\nNYMEX oil pricing was $65.46 per barrel of oil or 14% lower than the average NYMEX price per barrel for the year ended December 31, 2024.\nOur settled derivatives increased our realized oil price per barrel by $2.89 in the year ended December 31, 2025, and decreased our realized\noil price per barrel by $1.91 for the year ended December 31, 2024, respectively. Our average realized oil price per barrel after reflecting\nsettled derivatives and location differentials was $66.82 for the year ended December 31, 2025 compared to $73.61 for the year ended December\n31, 2024.

The average NYMEX natural gas pricing for the\nyear ended December 31, 2025, was $3.53 per Mcf, or 61% higher than the average NYMEX price per Mcf for the year ended December 31, 2024.

Results of Operations

For the year ended December 31, 2025, 91% and\n9% of production volumes from the assets were attributable to crude and natural gas, respectively. As of December 31, 2025, the Company\nwas continuing development of the Seven Rivers waterflood interval and the SJF acquired in June 2025.

The following table sets forth selected operating\ndata for the periods indicated. Average sales prices are derived from accrued accounting data for the relevant period indicated.

	For the year ended December\n 31, 2025		For the year ended December\n 31, 2024
	(As restated)
Revenues
Crude oil	$	15,621,918		$	19,298,698
Natural gas and natural gas liquids		268,440			483,486
Gain (loss) on derivative instruments, net		663,010			(850,374	)
Other revenue		383,196			487,109
Total revenues		16,936,564			19,418,919

Average sales prices:
Oil (per Bbl)	$	63.93		$	75.52
Effect on gain (loss) of settled\n oil derivatives on average price (per Bbl)		2.89			(1.91	)
Oil net of settled oil derivatives (per Bbl)		66.82			73.61

Natural gas (per Mcf)		1.89			2.27

Realized price on a BOE basis excluding settled commodity\n derivatives		59.29			67.96
Effect of gain (loss) on settled\n commodity derivatives on average price (per BOE)		2.63			(1.68	)
Realized price on a BOE basis including settled commodity\n derivatives	$	61.92		$	66.28

Expenses
Production taxes, transportation and processing		1,626,360			1,715,792
Lease operating		10,274,781			8,614,080
Depletion, depreciation and amortization		3,170,092			2,407,098
Accretion of asset retirement obligations		46,426			144,988
General and administrative		12,080,450			10,381,095
Total expenses		27,198,109			23,263,053

Costs and expenses (per BOE):
Production taxes, transportation, and processing	$	6.07		$	5.89
Lease operating expenses		38.33			29.59
Depreciation, depletion, and amortization expense		11.83			8.27
Accretion of asset retirement obligations		0.17			0.50
General and administrative		45.07			35.66

Net producing wells at period-end		472			342

Oil and Natural Gas Sales

Our revenues vary from year to year primarily\nas a result of changes in realized commodity prices and production volumes. For the year ended December 31, 2025, our oil and natural\ngas sales decreased 20% from the year ended December 31, 2024, driven by a 8% decrease in production volumes and a 13% decrease in realized\nprices, excluding the effect of settled commodity derivatives. The lower average price in the year ended December 31, 2025 compared to\nthe year ending December 31, 2024, was driven by lower average NYMEX oil and natural gas prices during the year. Realized production from\noil and gas properties decreased due to increased flaring of natural gas during the current period.

Production for the comparable periods is set forth\nin the following table:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the year ended December 31,
	2025		2024
Production:
Oil (MBbl)		244		256
Natural gas (MMcf)		142		213
Total (MBOE)⁽¹⁾		268		291

Average daily production:
Oil (Bbl)		669		700
Natural gas (Mcf)		389		585
Total (BOE)⁽¹⁾		734		798

\n \n \n \n

(1)	Natural gas is converted to BOE at the rate of one-barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not necessarily indicative of the relationship of oil and natural gas prices.

Derivative Contracts

We enter into commodity derivatives instruments\nto manage the price risk attributable to future oil production. We recorded a gain on derivative contracts of $663,010 for the year ended\nDecember 31, 2025, compared to a loss of $850,374 for the year ended December 31, 2024. Lower commodity prices in the year ended December\n31, 2025, resulted in realized gains of $706,073 compared to realized losses of $489,084 for the year ended December 31, 2024. For the\nyear ended December 31, 2025, unrealized losses were $43,063 compared to $361,290 for the year ended December 31, 2024.

For the year ended December 31, 2025, our average\nrealized oil price per barrel after reflecting settled derivatives was $66.82 compared to $73.61 for the year ended December 31, 2024.

As of December 31, 2025, we ended the period with\na $63,334 net derivative asset compared to a net asset of $106,397 as of December 31, 2024.

Other Revenue

Other revenue was $383,196 for the year ended\nDecember 31, 2025 compared to $487,109 for year ended December 31, 2024. The revenue is related to providing water services to a third\nparty. The contract is for one year starting on September 1, 2022, and has been renewed by mutual agreement.

Lease Operating Expenses

Lease operating expenses were $10,274,781 for\nthe year ended December 31, 2025, compared to $8,614,080 for the year ended December 31, 2024. On a per unit basis, production expenses\nincreased 30% from $29.59 per BOE for the year ended December 31, 2024, to $38.33 per BOE for the year ended December 31, 2025.

Production Taxes, Transportation and Processing

We pay production taxes, transportation and processing\ncosts based on realized oil and natural gas sales. Production taxes, transportation and processing costs were $1,626,360 for the year\nended December 31, 2025 compared to were $1,715,792 for the year ended December 31, 2024. As a percentage of oil and natural gas sales,\nthese costs were 10.2% and 8.7% for the years ended December 31, 2025 and 2024 respectively. Production taxes, transportation, and processing\nas a percent of total oil and natural gas sales are consistent with historical trends.

Depletion, Depreciation and Amortization

Depletion, depreciation and amortization (“DD&A”)\nwas $3,170,092 as of December 31, 2025, compared to $2,407,098 as of December 31, 2024. DD&A was $11.83 per BOE for the year ended\nDecember 31, 2025, compared to $8.27 per BOE for the year ended December 31, 2024. The aggregate increase in DD&A expense for the\nyear ended December 31, 2025 compared to 2024 was driven by a 43% increase in the DD&A rate per BOE, partially offset by a 8% decrease\nin production levels. The increase in the DD&A rate per BOE was driven by the increase in the oil and gas properties balance due\nto the development of the Seven Rivers waterflood interval and the decrease in the reserves balance due to the net conveyance of the\nadditional 5% overriding royalty interest to Virtus, along with a change in reserve classification from proved to probable.

Accretion of Asset Retirement Obligations

Accretion expense was $46,426 as of December 31,\n2025, compared to $144,988 as of December 31, 2024. Accretion expense was $0.17 per BOE for the year ended December 31, 2025, compared\nto $0.50 per BOE for the year ended December 31,2024.

The aggregate decrease in accretion expense for\nthe year ended December 31, 2025, compared to the year ended December 31, 2024, was driven was driven by changes in certain assumptions.

General and Administrative

General and administrative expenses were $12,080,450\nas of December 31, 2025, compared to $10,381,095 as of December 31, 2024. The increase in general and administrative expenses is primarily\ndue to increased legal and professional fees associated with the transactions closed during the current period, partially offset by decreased\nstock-based compensation in the current period of $1,067,140 compared to $2,778,991 in the comparative period.

Interest Expense and amortization of debt discount

Interest expense was $4,892,170 for the year ended\nof December 31, 2025, compared to $7,643,200 for the year ended December 31, 2024. The decrease in interest expense is driven by the decreases\nin the Private Notes Payable and the Senior Secured Term Loan, along with the eventual settlement of the Senior Term Loan.

During the year ended December 31, 2025, the Company\nrecorded $1,475,191 related to the amortization of financing costs compared to $2,361,627 for the year ended December 31, 2024. These\ncosts are attributable to deferred finance costs paid on the Senior Secured Term Loan, Merchant Cash Advances, convertible notes payable\nand discounts associated with the Private Notes Payable during 2023.

Change in fair value of forward purchase agreement

The change in fair value of forward purchase agreement\nconsisted of a gain of $561,099 for the year ended December 31, 2024, related to the inputs used in our fair value estimate of the forward\npurchase agreement put option, primarily the decline in our stock price during the year ended December 31, 2024. The key inputs to the\nfair value estimate include our stock price, and the likelihood, timing and price of a potential dilutive offering. The forward purchase\nagreement put option was settled during the year ended December 31, 2024, and therefore no change in fair value was recorded in the year\nended December 31, 2025.

Change in fair value of derivative liabilities

The change in fair value of derivative liabilities\nrelated to the changes in fair value of the embedded conversion option on convertible notes issued, and consisted of a loss of $2,070,278\nas of December 31, 2025. The key inputs to the fair value of the derivative liability include our stock price, estimated equity volatility,\nestimated discount rate and the likelihood, timing and price of a potential dilutive offering.

The change in fair value of derivative liabilities,\nrelated party related to the estimated fair value of the Put Option Right, and consisted of a gain of $341,000 as of December 31, 2025,\ncompared to a loss of $746,000 for the year ended December 31, 2024. The key inputs to the fair value of the Put Option Right estimate\ninclude our stock price, estimated tenure of the holder as CEO, and an estimated discount rate.

Gain on extinguishment of liabilities

The Company recognized a gain on extinguishment\nof liabilities of $540,347 during the year ended December 31, 2025, primarily related to the settlement of the Senior Term Loan and other\nliabilities associated with the Company’s prior acquisition.

Change in fair value of warrant and convertible\nnote liabilities

The change in fair value of warrant liabilities\nconsisted of a loss of $152,490 as of December 31, 2025, compared to $804,004 as of December 31, 2024. The Company also recognized a loss\nof $131,677 from the change in fair value of its convertible note liabilities during the year ended December 31, 2025.

Liquidity and Capital Resources

Liquidity

Our main sources of liquidity have been internally\ngenerated cash flows from operations, credit facility borrowings and equity line financing sales and issuances. Our primary use of capital\nhas been for the development of oil and gas properties, payment to vendors and payment of debt obligations. We continually monitor potential\ncapital sources for opportunities to enhance liquidity or otherwise improve our financial position.

As of December 31, 2025, we had outstanding\ndebt of $2,161,486 of convertible notes payable, $200,000 from related party notes payable and $1,517,337 from merchant cash advances.\nA total of $1,617,337 of this is due within one year. As of December 31, 2025, we had $375,036 of cash and cash equivalents on hand and\nhad a working capital deficit of $21,851,454. These conditions raise substantial doubt about our ability to continue as a going concern\nwithin one year after the date that the financial statements are issued.

The Company had negative cash flow from operations\nof $7,645,418 for the year ended December 31, 2025. Additionally, management’s plans to alleviate this substantial doubt include\nimproving profitability through streamlining costs, maintaining active hedge positions for its proven reserve production, and the issuance\nof additional shares of Class A common stock.

We have a three-year equity line ELOC Purchase\nAgreement with a maximum funding limit of $150,000,000 that can fund our operations and production growth, and can be used to reduce liabilities.\nThrough the date of this filing, we have received $11,130,586 in cash proceeds related to the sale of 17,000,000 shares of common stock\nunder the ELOC Purchase Agreement and expect to continue to utilize it to fund current operational needs. We cannot assure you, however,\nthat any additional capital will be available to us on favorable terms or at all. Our capital expenditures could be curtailed if our cash\nflows decline from expected levels.

Cash Flows

Sources and uses of cash for the years ended December\n31, 2025 and 2024, are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year Ended December 31, 2025			Year Ended December 31, 2024

Net cash (used in) provided by operating activities	$	(7,645,418	)		$	3,700,686
Net cash (used in) provided by investing activities		25,261,051				(3,575,062	)
Net cash used in financing activities		(20,212,155	)			(659,520	)
Net change in cash and cash equivalents	$	(2,596,522	)		$	(533,896	)

Operating Activities

The change in net cash flow used in operating\nactivities for the year ended December 31, 2025, as compared to 2024 is primarily due to decreased production volumes and market prices\nfor crude oil.

Investing Activities

Net cash provided by investing activities for\nthe year ended December 31, 2025 was primarily related to cash proceeds from the sale of the of the 2025 ORRIs and Farmout Agreement for\naggregate proceeds of $45,500,000, partially offset by the repurchase of the Pogo ORRI for $13,675,000 in cash, $6,563,949 in development\ncosts for our reserves. Cash flows used in investing activities for the year ended December 31, 2024 consisted primarily of $3,555,062\nof cash paid for development costs of our reserves.

Financing Activities

Net cash used in financing activities during the\nyear ended December 31, 2025 were primarily related to the sale of common stock under the Common Stock Purchase Agreement of $8,502,252,\nproceeds of $3,312,550 from short term notes payable and proceeds of $561,120 from issuance of convertible debt and proceeds of $200,000\nfrom related party loans offset by repayments of the Senior Secured Term Loan and Seller Note of $29,215,898, and repayment of the short\nterm notes payable of $3,572,179. Cash flows used in financing activities for year ended December 31, 2024 were primarily related to repayments\nof the Senior Secured Term Loan of $3,984,286, short term notes payable of $989,018 and related party notes payable of $62,750, partially\noffset by $2,628,334 in cash proceeds from sales of common stock under the Common Stock Purchase Agreement, $1,298,200 from the short-term\nnotes payable, and an additional $450,000 in cash proceeds from the related party Notes Payable issued during the year ended December\n31, 2024.

Off Balance Sheet Arrangements

As of December 31, 2025 and 2024, the Company\ndid not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Contractual Obligations

We have contractual commitments under our Convertible\nNotes Payable which include periodic interest payments. See Note 5 to our consolidated financial statements. We have contractual commitments\nthat may require us to make payments upon future settlement of our commodity derivative contracts. See Note 4 to our consolidated financial\nstatements.

Our other liabilities represent current and noncurrent\nother liabilities that are primarily comprised of environmental contingencies, asset retirement obligations and other obligations for\nwhich neither the ultimate settlement amounts nor their timings can be precisely determined in advance.

Critical Accounting Estimates

The following is a discussion of our most critical\naccounting estimates, judgements and uncertainties that are inherent in the Company’s application of GAAP.

Proved Reserve Estimates

Estimates of our proved reserves included in this\nreport are prepared in accordance with GAAP and SEC guidelines. The accuracy of a proved reserve estimate is a function of:

\n \n \n \n \n

●

the quality and quantity of available data;

\n \n \n \n \n

●

the interpretation of that data;

\n \n \n \n \n

●

the accuracy of various mandated economic assumptions; and

\n \n \n \n \n

●

the judgment of the persons preparing the estimate.

Our proved reserve information included in this\nfiling as of December 31, 2025 was prepared by independent petroleum engineers covering 94% of our reserves as of December 31, 2025, while\nthe remaining 6% were developed by our internal reserve engineers. Our proved reserve information included in this filing as of December\n31, 2024 was prepared by independent petroleum engineers covering 100% of our reserves. Because these estimates depend on many assumptions,\nall of which may substantially differ from future actual results, proved reserve estimates will be different from the quantities of oil\nand gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify,\npositively or negatively, material revisions to the estimate of proved reserves.

It should not be assumed that the standardized\nmeasure included as of December 31, 2025, is the current market value of our estimated proved reserves. In accordance with SEC requirements,\nwe based the 2025 standardized measure on a twelve-month average of commodity prices on the first day of each month in 2025 and prevailing\ncosts on the date of the estimate. Actual future prices and costs may be materially higher or lower than the prices and costs utilized\nin the estimate. See Note 13 of notes to the consolidated financial statements for additional information.

Our estimates of proved reserves materially impact\ndepletion expense. If the estimates of proved reserves decline, the rate at which we records depletion expense will increase, reducing\nfuture net income. Such a decline may result from lower commodity prices, which may make it uneconomical to drill for and produce higher\ncost fields. In addition, a decline in proved reserve estimates may impact the outcome of our assessment of our proved properties for\nimpairment.

Impairment of Proved Oil and Gas Properties

We review our proved properties to be held and\nused whenever management determines that events or circumstances indicate that the recorded carrying value of the properties may not be\nrecoverable. Management assesses whether or not an impairment provision is necessary based upon estimated future recoverable proved reserves,\ncommodity price outlooks, production and capital costs expected to be incurred to recover the reserves, discount rates commensurate with\nthe nature of the properties and net cash flows that may be generated by the properties. Proved oil and gas properties are reviewed for\nimpairment at the level at which depletion of proved properties is calculated. See Note 2 of notes to the consolidated financial statements.

Asset Retirement Obligations

We have significant obligations to remove tangible\nequipment and facilities and to restore the land at the end of crude oil and natural gas production operations. Our removal and restoration\nobligations are primarily associated with plugging and abandoning wells. Estimating the future restoration and removal costs is difficult\nand requires management to make estimates and judgments because most of the removal obligations are many years in the future and contracts\nand regulations often have vague descriptions of what constitutes removal. Asset removal technologies and costs are constantly changing,\nas are regulatory, political, environmental, safety and public relations considerations.

Inherent in the present value calculation are\nnumerous assumptions and judgments including the ultimate settlement amounts, credit-adjusted discount rates, timing of settlement and\nchanges in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact\nthe present value of the existing asset retirement obligations, a corresponding adjustment is generally made to the crude oil and natural\ngas property or other property and equipment balance. See Note 2 of notes to the consolidated financial statements.

Litigation and Environmental Contingencies

We make judgments and estimates in recording liabilities\nfor ongoing litigation and environmental remediation. Actual costs can vary from such estimates for a variety of reasons. The costs to\nsettle litigation can vary from estimates based on differing interpretations of laws and opinions and assessments on the amount of damages.\nSimilarly, environmental remediation liabilities are subject to change because of changes in laws and regulations, developing information\nrelating to the extent and nature of site contamination and improvements in technology. A liability is recorded for these types of contingencies\nif we determine the loss to be both probable and reasonably estimable. See Note 10 of notes to the consolidated financial\nstatements.

Derivative Instruments\n- Hedging

The Company uses derivative financial instruments\nto mitigate its exposure to commodity price risk associated with oil prices. The Company’s derivative financial instruments are\nrecorded on the consolidated balance sheets as either an asset or a liability measured at fair value. The Company has elected not to apply\nhedge accounting for its existing derivative financial instruments, and as a result, the Company recognizes the change in derivative fair\nvalue between reporting periods currently in its consolidated statements of operations. The fair value of the Company’s derivative\nfinancial instruments is determined using industry-standard models that consider various inputs including: (i) quoted forward prices\nfor commodities, (ii) time value of money and (iii) current market and contractual prices for the underlying instruments, as\nwell as other relevant economic measures. Realized gains and losses from the settlement of derivative financial instruments and unrealized\ngains and unrealized losses from valuation changes in the remaining unsettled derivative financial instruments are reported in a single\nline item as a component of revenues in the consolidated statements of operations. Cash flows from derivative contract settlements are\nreflected in operating activities in the accompanying consolidated statements of cash flows. See Note 4 for additional information\nabout the Company’s derivative instruments.

Derivative Instruments – Other Financial\ninstruments

We have determined that the Put Option Right is\na derivative liability required to be bifurcated from its host instrument. This liability was recorded as a liability at fair value on\nthe consolidated balance sheet as of the reporting date in accordance with ASC 815. The fair value of the liability was estimated using\na Monte-Carlo Simulation in a risk-neutral framework. Specifically, the future stock price is simulated assuming a Geometric Brownian\nMotion (“GBM”). For each simulated path, the forward purchase value is calculated based on the estimated term to exercise\nand then discounted back to present. Finally, the value of the Put Option Right is calculated as the average present value over all simulated\npaths.

We have also determined that conversion options\nwithin our convertible notes should be classified as derivative liabilities under ASC 815 and are required to be accounted for at fair\nvalue. The fair value of the liability was estimated using a Monte-Carlo Simulation in a risk-neutral framework. Specifically, the future\nstock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value\nis calculated based on the estimated term to exercise and then discounted back to present. We estimate inputs for the fair value approach,\nincluding time to maturity, expected volatility, risk free rate and a continuous discount rate. The value of the embedded conversion options\nare calculated as the average present value over all simulated paths.

New Accounting Pronouncements

The effects of new accounting pronouncements are\ndiscussed in Note 2 to the consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET\nRISK

We are a smaller reporting company as defined\nby Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 16\nof this report and is included herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH\nACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls\nand other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the\nExchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure\ncontrols and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed\nin our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive\nOfficer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Controller (Principal Accounting Officer),\nas appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the\nExchange Act, our Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Controller\n(Principal Accounting Officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and\nprocedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer (Principal Executive Officer), Chief Financial\nOfficer (Principal Financial Officer) and Controller (Principal Accounting Officer) concluded that, our disclosure controls and procedures\nwere not effective related to the lack of sufficient accounting personnel to manage the Company’s financial accounting process including\nlack of proper preparation and review of account reconciliations, lack of segregation of duties, proper accounting for complex financial\ninstruments and lack of design and implementation of controls related to oil and gas activities which constituted material weaknesses\nin our internal control over financial reporting. As a result, we performed additional analysis as deemed necessary to ensure that our\nfinancial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes\nthat the financial statements included in this Report present fairly in all material respects our financial position, results of operations\nand cash flows for the period presented.

A material weakness is a deficiency, or combination\nof deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement\nof the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management concluded\nthat deficiencies in internal control over financial reporting existed relating to the lack of sufficient accounting personnel to manage\nthe Company’s financial accounting process including lack of proper preparation and review of account reconciliations, lack of segregation\nof duties, proper accounting for complex financial instruments and lack of design and implementation of controls related to oil and gas\nactivities constituted material weaknesses as defined in the SEC regulations.

Management’s Report on Internal Controls Over Financial Reporting\n

As required by SEC rules and regulations implementing\nSection 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial\nreporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial\nreporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal\ncontrol over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable\ndetail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance\nthat transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts\nand expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance\nregarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect\non the consolidated financial statements.

Management assessed the effectiveness of our internal\ncontrol over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee\nof Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessments\nand those criteria, management determined that we did not maintain effective internal control over financial reporting as of December\n31, 2025 due to the material weaknesses in our internal control over financial reporting described above.

We plan to enhance our processes to identify and\nappropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards\nthat apply to our financial statements. Our plans at this time include hiring additional accounting staff and providing enhanced access\nto accounting literature, research materials and documents and increased communication among our personnel and third-party professionals\nwith whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time,\nand we can offer no assurance that these initiatives will ultimately have the intended effects.

This Report does not include an attestation report\non internal control over financial reporting from our independent registered public accounting firm due to our status as an emerging growth\ncompany under the JOBS Act.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter,\nthere has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange\nAct) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

During the three months ended December 31, 2025,\nnone of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a “Rule 10b5-1\ntrading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation\nS-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT\nINSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our Board of Directors consists of five directors.\nThree of the five directors are independent. Our current directors and executive officers are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Title
Dante Caravaggio	69	Chief Executive Officer, President and Director
Mitchell B. Trotter	67	Chief Financial Officer and Director
David M. Smith	71	General Counsel and Secretary
Joseph V. Salvucci Sr	70	Director and Chairman
Joseph V. Salvucci Jr.	41	Director
Kyle Bulpitt	33	Director

Dante Caravaggio — Chief Executive\nOfficer, President and Director. Mr. Caravaggio joined the company and has served as our Chief Executive Officer, President, and Director\nsince December 2023. Since April 2021, Mr. Caravaggio has served as Chairman of SWI Excavating, one of the leading regional underground\nutility contractors in Colorado. From January 2020 to April 2022, Mr. Caravaggio served on the board of directors of McCarl’s Inc.,\na leading energy constructor in the northeast United States. Prior to joining McCarl’s Inc., Mr. Caravaggio was Senior Vice President,\nHydrocarbons Americas for KBR (US) since January 2018. Prior to his role with KBR (US), Mr. Caravaggio held a number of roles as an executive\nand project manager with Parsons Corp. and Jacobs Engineering, overseeing upstream and downstream hydrocarbon projects. Mr. Caravaggio\nreceived his MBA at Pepperdine University in Malibu, California and his BS and MS in Petroleum Engineering at the University of Southern\nCalifornia.

Mr. Caravaggio is qualified to serve as CEO\nand as a member of our board of directors based on our review of his qualifications, attributes, and skills, including his oil and gas\nmanagement experience and oil and gas acquisition experience.

Mitchell B. Trotter — Chief\nFinancial Officer and Director. Mr. Trotter joined the company and has served as our Senior Vice President of Finance since\nOctober 2022 and became Chief Financial Officer and Director in November 2023. Mr. Trotter has 41 years of experience beginning\nhis career in 1981 as an auditor with Coopers & Lybrand for seven years. He then served as CFO of two private investor backed\nprivate companies where the first was in real estate development and the latter in the engineering and construction industry. For the\nnext 30 years, Mr. Trotter served in various CFO and Controller positions with three publicly traded companies in the engineering\nand construction services industry which were: Earth Tech to 2002; Jacobs Engineering to 2017; and AECOM to 2022. In those roles Mr. Trotter\nmanaged up to 400 plus staff across six continents supporting global operations with clients in multiple industries across private, semi-public\nand public sectors. Mr. Trotter earned his BS Accounting from Virginia Tech in 1981 and his MBA from Virginia Commonwealth University\nin 1994. His professional credentials are: Certified Public Accountant in Virginia; Certified Management Accountant; and Certified in\nFinancial Management.

David M. Smith, Esq. — Vice President, General\nCounsel and Secretary of the Company. Mr. Smith has served as our General Counsel and Secretary since November 2023. Mr.\nSmith is a licensed attorney in Texas with over 40 years’ experience in the legal field of oil and gas exploration and production,\nmanufacturing, purchase and sale agreements, exploration agreements, land and leaseholds, right of ways, pipelines, surface use, joint\noperating agreements, joint interest agreements, participation agreements and operations as well as transactional and litigation experience\nin oil and gas, real estate, bankruptcy and commercial industries. Mr. Smith purchased 142,500 shares as a founder. Mr. Smith has represented\na number of companies in significant oil and gas transactions, mergers and acquisitions, intellectual property research and development\nand sales in the oil and gas drilling business sector. Mr. Smith began his career by serving in a land and legal capacity as Vice President\nof Land and, subsequently, as President of a public Canadian company until beginning his legal practice as a partner with several law\nfirms and ultimately creating his own independent legal practice. Mr. Smith holds a degree in Finance from Texas A&M University, a\nDoctor of Jurisprudence from South Texas College of Law and is licensed before the Texas Supreme Court.

Joseph V. Salvucci, Sr. — Independent\nDirector and Chairman of the Board. Joseph V. Salvucci, Sr. has served as a member of our board of directors since December 2021.\nJVS Alpha Property, LLC, an entity which the majority is beneficially owned by Mr. Salvucci, with the balance owned by his immediate\nfamily, purchased 940,000 shares as a founder. Mr. Salvucci acquired PEAK Technical Staffing USA (“PEAK”), peaktechnical.com\nin 1986 and has grown the business to be a premier provider of USA-based contract engineers and technical specialists, on assignment worldwide\nthrough a comprehensive, customer focused, enterprise-wide Managed Staffing Solution. During his 35-year tenure as owner of the company,\nPEAK has expanded from Pittsburgh to do business in all 50 States, Canada, Europe, South America, India, and the Philippines. He served\n10 years on the board of directors culminating as President and Board Chairman of the National Technical Services Association, a\ntrade association representing 300,000 contractors on assignment in the technical staffing industry that later merged with the American\nStaffing Association. He is an active member of the Young Presidents Organization (YPO GOLD), formerly known as the World Presidents Organization\n(WPO) and has served as a member of the WPO International Board, as well as chairman of East Central US (ECUS) Region and Pittsburgh chapters\nas Chairman of the Board. As a 1976 Civil Engineering graduate of the University of Pittsburgh, he was a member of the Triangle (Engineering)\nFraternity and its Alumni Association. He earned the Triangle Fraternity Distinguished Alumnus Citation in 2011 and currently serves on\nthe Board of Directors. After earning the rank of Eagle Scout in 1970, he has remained active with the Boy Scouts of America, having served\nas the founding Chairman of the Board of the Pittsburgh Chapter of the National Eagle Scout Association, earning the NOESA (National Outstanding\nEagle Scout Award) and the Silver Beaver Award and is past VP of Development and a board member of the Laurel Highlands Council in Western\nPennsylvania. He was awarded the Manifesting the Kingdom of God Award by the Catholic Diocese of Pittsburgh in 2011. He was awarded the\n“Big Mac Award” from the Ronald McDonald Charities. As well as earning his BS in Civil Engineering from the University of\nPittsburgh in 1976 and attended Harvard Business School’s OPM 33, graduating in 2003.

Joseph V. Salvucci, Jr. — Independent\nDirector. Joseph V. Salvucci, Jr. has served as a member of our board of directors since December 2021. Mr. Salvucci began\nhis career with PEAK Technical Staffing USA in November 2010 and is currently serving as the Chief Executive Officer overseeing nine\nbranches with several hundred employees, and managing strategic initiatives for the company, including Staff Training, Career Pathing,\nand Organic Growth. Mr. Salvucci Jr received his Executive MBA from the University of Pittsburgh. In addition to his responsibilities\nas President/COO of PEAK, Mr. Salvucci serves on the board of Temporary Services Insurance Limited, a Workers’ Compensation\ncompany serving staffing companies.

Kyle Bulpitt — Independent\nDirector. Mr. Bulpitt joined the board of directors and is the chair of the audit committee since January 2026. Mr. Bulpitt is a petroleum\nengineer and has extensive experience in the oil and gas industry in the areas of financial analysis for debt and equity financing, acquisitions\nand divestitures, financial modeling, Asset Backed Securitization issuances, field economic and development modeling, and petroleum reserves\nanalysis. He is currently the Executive Vice President for Corporate Development at Aethel Energy, a newly formed General Catalyst Energy\nTransformation Company. At Aethel, he leads all corporate development activities related to acquisition and divestiture efforts, overseeing\ntechnical, financial and commercial evaluation of acquisition and divestiture opportunities. Mr. Bulpitt led the underwriting efforts\non their initial $400 million acquisition. He also oversees the reserves process across all operated and non-operated assets, managing\ninternal engineers and third-party reserve firms. Mr. Bulpitt was a reservoir engineer with ConocoPhillips. Over his five years with them,\nhe performed various roles including: resources assessments; long range portfolio planning; field development modeling; analyzed asset\nscheduling, production and cost to optimize long term program performance; completed field economic and development model for asset divestiture;\nand other petroleum reserve analysis and actions. . He graduated from Texas A&M University in 2014 with a Bachelor of Science in Petroleum\nEngineering, Magna Cum Laude.

Family Relationships

There are no family relationships between any\nof our officers and directors, except that Mr. Joseph V. Salvucci, Sr. and Mr. Joseph V. Salvucci, Jr. are father and son, respectively.

Number and Terms of Office of Officers and Directors

Our board of directors has five directors. Our\nboard of directors is divided into two classes with only one class of directors being elected in each year and each class (except for\nthose directors appointed prior to our first annual meeting of stockholders) serving a two-year term. The class I directors consist of\nDante Caravaggio and Joseph V. Salvucci, Jr., and their term will expire at the annual meeting of stockholders in even-numbered years.\nThe class II directors consist of Mitchell Trotter, Kyle Bulpitt, and Joseph V. Salvucci, Sr. and their term will expire at the annual\nmeeting of stockholders in odd-numbered years.

Our officers are elected by the board of directors\nand serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized\nto appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of\na Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other\noffices as may be determined by the board of directors.

Director Independence

The NYSE American listing standards require that\na majority of our board of directors be independent. An “independent director” is defined generally as a person other than\nan officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s\nboard of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of\na director. Of the current members of our board of directors, Messrs. Salvucci Sr., Salvucci Jr., and Kyle Bulpitt are each considered\nan “independent director” under the NYSE American listing standards and applicable SEC rules. Our independent directors will\nhave regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

The standing committees of our Board of Directors\nconsist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”),\nand a Nominating and Corporate Governance Committee (the “Nominating Committee”). The Audit Committee, Compensation Committee,\nand the Nominating Committee report to the Board of Directors.

Audit Committee

The members of our Audit Committee are Messrs.\nBulpitt and Salvucci Sr., and Mr. Bulpitt serves as chairman of the Audit Committee. As a smaller reporting company under the NYSE\nAmerican listing standards, we are required to have at least two members on the Audit Committee. The rules of the NYSE American and Rule 10A-3\nof the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each of Messrs.\nSalvucci Sr. and Bulpitt qualifies as an independent director under applicable rules. Each member of the Audit Committee is financially\nliterate and our board of directors has determined that Mr. Bulpitt qualifies as an “audit committee financial expert” as\ndefined in applicable SEC rules.

We have adopted an audit committee charter, which\ndetails the principal functions of the audit committee, including:

\n \n \n \n \n

●

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered accounting firm and any other independent registered public accounting firm engaged by us;

\n \n \n \n \n

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pre-approving all audit and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

\n \n \n \n \n

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reviewing and discussing with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

\n \n \n \n \n

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setting clear hiring policies for employees or former employees of the independent registered accounting firm;

\n \n \n \n \n

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

\n \n \n \n \n

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obtaining and reviewing a report, at least annually, from the independent registered accounting firm describing (i) the independent registered accounting firm’s internal quality-control procedures and (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;

\n \n \n \n \n

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reviewing 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; and

\n \n \n \n \n

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reviewing with management, the independent registered 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.

Compensation Committee

The members of our Compensation Committee are\nMessrs. Salvucci Sr., Salvucci, Jr., and Bulpitt. Mr. Salvucci, Jr. serves as chairman of the Compensation Committee. Under the NYSE\nAmerican listing standards and applicable SEC rules, we are required to have at least two members on the Compensation Committee, all of\nwhom must be independent.

We have adopted a compensation committee charter,\nwhich details the principal functions of the compensation committee, including:

\n \n \n \n \n

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

\n \n \n \n \n

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reviewing and approving the compensation of all of our other executive officers;

\n \n \n \n \n

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reviewing our executive compensation policies and plans;

\n \n \n \n \n

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implementing and administering our incentive compensation equity-based remuneration plans;

\n \n \n \n \n

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assisting management in complying with our proxy statement and annual report disclosure requirements;

\n \n \n \n \n

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

\n \n \n \n \n

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producing a report on executive compensation to be included in our annual proxy statement; and

\n \n \n \n \n

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the Compensation\nCommittee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will\nbe directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving\nadvice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence\nof each such adviser, including the factors required by the NYSE American and the SEC.

Nominating and Corporate Governance Committee

The members of our Nominating Committee are Messrs.\nBulpitt, Salvucci Sr. and Salvucci Jr. Mr. Salvucci Jr. serves as chair of Nominating Committee.

The primary purposes of our Nominating Committee\nis to assist the board in:

\n \n \n \n \n

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identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

\n \n \n \n \n

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developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

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coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

\n \n \n \n \n

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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The Nominating Committee is governed by a charter\nthat complies with the rules of the NYSE American.

A copy of each of our Nominating Committee Charter,\nCompensation Committee Charter, and Audit Committee Charter are accessible at https://hnra-nyse.com/.

Director Nominations

Our Nominating Committee will recommend to the\nboard of directors candidates for nomination for election at the annual meeting of the stockholders. The board of directors will also\nconsider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to\nstand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

We have not formally established any specific,\nminimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating\nnominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our\nbusiness, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider\nParticipation

None of our future executive officers currently\nserves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one\nor more executive officers serving on our board of directors.

Short Swing Profit Disgorgement

Dante Caravaggio, our Chief Executive Officer,\nhas disbursed $550 to us in order for us to recapture short swing profits received by him when he sold shares and repurchased them for\na profit in 2025.

Code of Ethics

We have adopted a Code of Ethics applicable to\nour directors, officers and employees. The Code of Ethics is available on our website accessible at https://eon-r.com/. In addition,\na copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers\nof certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Insider Trading Policy

Our board of directors has adopted an Insider\nTrading Policy which prohibits trading based on “material, nonpublic information” regarding our company or any company whose\nsecurities are listed for trading or quotation in the United States. The policy covers all officers and directors of the company and its\nsubsidiaries, all other employees of the company and its subsidiaries, and consultants or contractors to the company or its subsidiaries\nwho have or may have access to material non-public information and members of the immediate family or household of any such person. The\npolicy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. The\npolicy is filed as an exhibit to this Annual Report on Form 10-K.

Clawback Policy

Our board of directors has adopted a clawback policy, which provides that in the event we are required to prepare an accounting restatement\ndue to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or we determine there\nhas been a significant misconduct that causes financial or reputational harm, we shall recover a portion or all of any incentive compensation.\nThe policy is filed as an exhibit to this Annual Report on Form 10-K.

Timing of Option Awards

We provide the following discussion of the timing\nof option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. We have\nno policy or practice regarding option grant timing because we do not grant, and have not granted, options to our NEOs. We have not timed\nthe disclosure of material nonpublic information to affect the value of executive compensation. During 2025, we did not grant any stock\noptions to the NEOs during any period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or\nthe filing or furnishing of a current report on Form 8-K disclosing material non-public information (other than a current report on Form\n8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or\nfurnishing of such report with the SEC.

Executive Officers

Our executive officers are:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Position	Age
Dante Caravaggio	Chief Executive Officer	69
Mitchell B. Trotter	Chief Financial Officer	67
David M. Smith	General Counsel and Secretary	71

Biographical information for these individuals is set forth above.

Limitation on Liability and Indemnification of Officers and Directors

Our Second A&R Charter provides that our officers\nand directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended.\nIn addition, our Second A&R Charter provides that our directors will not be personally liable for monetary damages to us for breaches\nof their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by the\nDGCL.

Our bylaws also permit us to maintain insurance\non behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law\nwould permit such indemnification. We have obtained a policy of directors’ and officers’ liability insurance that insures\nour officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against\nour obligations to indemnify our officers and directors.

These provisions may discourage stockholders from\nbringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the\nlikelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit\nus and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement\nand damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’\nand officers’ liability insurance and the indemnification agreements are necessary to attract and retain talented and experienced\nofficers and directors.

Section 16(a) Beneficial Ownership Reporting\nCompliance

Section 16(a) of the Securities Exchange\nAct of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10%\nof a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports\nof changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than\n10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished\nto us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive\nofficers, directors and greater than 10% beneficial owners were filed in a timely manner in 2025, except for one late Form 4 filing for\neach of Mitchell Trotter, Joseph Salvucci, Sr., Mark Williams, and Byron Blount, which all such filings have been made as of the date\nof this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding\ncompensation earned during the years ended December 31, 2025 and 2024 by our principal executive officers and our two other most highly\ncompensated executive officers as of the end of December 31, 2025 (“NEOs”).

(a)	(b)	(c)		(d)		(e)	(f)	(g)		(h)		(i)	(j)
Name and Principal Position	Year	Salary⁽⁴⁾		Bonus		Stock \n\n Awards ^(1,2)	Option \n Awards⁽³⁾	Non-equity \n Incentive \n plan \n compensation		Nonqualified \n deferred \n compensation \n\n earnings		All other \n compensation	Total
		($)		($)		($)	($)	($)		($)		($)	($)
Dante Caravaggio	2025		275,000		50,000		87,250		-		-		-	-	412,250
Chief Executive Officer and President	2024		250,000		-		96,000		118,285		-		-	20,100	484,385

Mitchell B. Trotter	2025		275,000		50,000		87,250		-		-		-	-	412,250
Chief Financial Officer	2024		250,000		-		96,000		78,857		-		-	4,448	429,305

David M. Smith	2025		275,000		50,000		87,250		-		-		-	-	412,250
General Counsel and Secretary	2024		250,000		-		96,000		78,857		-		-	20,100	444,957

\n \n \n \n

(1)	\n The fair value of the 2024 stock awards to Messrs.\n Caravaggio, Trotter and Smith were based on the closing price of the Company’s Class A Common Stock on March 4, 2024 in accordance\n with FASB ASC 718. \n

\n \n \n \n

(2)	The fair value of the 2025 stock awards to Messrs. Caravaggio, Trotter and Smith were based on the closing price of the Company’s Class A Common Stock on September 4, 2025 in accordance with FASB ASC 718.

\n \n \n \n

(3)

The fair value of the option awards to Messrs. Caravaggio, Trotter and Smith were estimated under FASB ASC 718 using a Black-Scholes Option Pricing Model and the following assumptions: (1) expected volatility of 110.42% based on a group of comparable peer companies; (2) an exercise price of $2.02; (3) a stock price of $2.02 based on the closing price of the Company’s Class A Common Stock on the grant date of March 12, 2024; (4) an expected term of 4.5 years; (5) a risk-free rate of 4.26%; and (6) a dividend rate of 0%.

\n \n \n \n

(4)

Salary reflects the annual base salary earned under each named executive officer’s employment agreement and includes amounts earned but deferred and not paid during the year — $151,000 for each of Messrs. Caravaggio, Trotter and Smith in 2025, and $146,000 for each of them in 2024. During the three months ended March 31, 2026, an aggregate of $3,446,454 of deferred salary and bonuses was restructured into promissory notes, as described in Note 12 to the consolidated financial statements.

Narrative Disclosures Regarding Compensation;\nEmployment Agreements

Dante Caravaggio

Effective December 18, 2023, we entered into an\nemployment agreement (the “Caravaggio Employment Agreement”) with Dante Caravaggio, pursuant to which he serves as our Chief\nExecutive Officer, President, and a member of our board of directors. The Caravaggio Employment Agreement is on our standard form for\nexecutives, and provides that we pay to Mr. Caravaggio an annual base salary of $275,000. In addition, we agreed to issue a one-time Equity\nSign-On Incentive to Mr. Caravaggio under the 2023 HNR Acquisition Corp Omnibus Incentive Plan (the “2023 Plan”), which consists\nof restricted stock units (“RSUs”), equal to 200% of base salary divided by $10 (i.e. 50,000 RSUs), subject to time-based\nvesting as follows: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on\nthe third anniversary of the date of grant, so long as Mr. Caravaggio continues to provide service through such vesting date. As\nof December 31, 2023, the RSUs had not yet been granted to Mr. Caravaggio. Mr. Caravaggio will be permitted to participate in any broad-based\nretirement, health and welfare plans that will be offered to all of our employees.

Pursuant to the Caravaggio Employment Agreement,\nif we terminate Mr. Caravaggio’s employment without Cause (as defined in the Caravaggio Employment Agreement) or Mr. Caravaggio\nterminates his employment for Good Reason (as defined in the Caravaggio Employment Agreement), then Mr. Caravaggio will be entitled to:\n(i) any accrued obligations as of the date of termination, including base salary, PTO and holidays, and continued benefits required by\nour employee benefit plans; (ii) continued base salary for 12 months following the date of termination, paid in accordance with our payroll\npractices; (iii) the total monthly cost of coverage for Mr. Caravaggio and his covered dependents under COBRA, if elected; and (iv) full\nvesting in all equity grants as of the date of termination. To receive such severance benefits, Mr. Caravaggio will be required to execute\na non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment agreement and release of\nclaims.

Mitchell B. Trotter

Effective November 15, 2023, we entered into an\nemployment agreement (the “Trotter Employment Agreement”) with Mitchell B. Trotter, pursuant to which he serves as our Chief\nFinancial Officer and a member of our board of directors. The Trotter Employment Agreement is on our standard form for executives, and\nprovides that we pay to Mr. Trotter an annual base salary of $275,000. In addition, we agreed to issue a one-time Equity Sign-On Incentive\nto Mr. Trotter under the 2023 Plan, which consists of RSUs equal to 200% of base salary divided by $10 (i.e. 50,000 RSUs), subject to\ntime-based vesting as follows: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant,\nand 1/3 on the third anniversary of the date of grant so long as Mr. Trotter continues to provide service through such vesting date.\nAs of December 31, 2023, the RSUs had not yet been granted to Mr. Trotter. Mr. Trotter will be permitted to participate in any broad-based\nretirement, health and welfare plans that will be offered to all of our employees.

Pursuant to the Trotter Employment Agreement,\nif we terminate Mr. Trotter’s employment without Cause (as defined in the Trotter Employment Agreement) or Mr. Trotter terminates\nhis employment for Good Reason (as defined in the Trotter Employment Agreement), then Mr. Trotter will be entitled to: (i) any accrued\nobligations as of the date of termination, including base salary, PTO and holidays, and continued benefits required by our employee benefit\nplans; (ii) continued base salary for 12 months following the date of termination, paid in accordance with our payroll practices; (iii)\nthe total monthly cost of coverage for Mr. Trotter and his covered dependents under COBRA, if elected; and (iv) full vesting in all equity\ngrants as of the date of termination. To receive such severance benefits, Mr. Trotter will be required to execute a non-competition agreement,\nnon-solicitation agreement, or confidentiality agreement or invention assignment agreement and release of claims.

David M. Smith

Effective November 15, 2023, we entered into an\nemployment agreement (the “Smith Employment Agreement”) with David M. Smith, pursuant to which he serves as our General Counsel\nand Secretary. The Smith Employment Agreement is on our standard form for executives, and provides that we pay to Mr. Smith an annual\nbase salary of $275,000. Pursuant to the Smith Employment Agreement, if we terminate Mr. Smith’s employment without Cause (as defined\nin the Smith Employment Agreement) or Mr. Smith terminates his employment for Good Reason (as defined in the Smith Employment Agreement),\nthen Mr. Smith will be entitled to: (i) any accrued obligations as of the date of termination, including base salary, PTO and holidays,\nand continued benefits required by our employee benefit plans; (ii) continued base salary for 12 months following the date of termination,\npaid in accordance with our payroll practices; (iii) the total monthly cost of coverage for Mr. Smith and his covered dependents under\nCOBRA, if elected; and (iv) full vesting in all equity grants as of the date of termination. To receive such severance benefits, Mr. Smith\nwill be required to execute a non-competition agreement, non-solicitation agreement, or confidentiality agreement or invention assignment\nagreement and release of claims.

Compensation Advisor

The Compensation Committee\nretained Pearl Meyer & Partners, LLC (“Pearl Meyer”), a compensation consulting firm, to assist it in evaluating\nthe elements and levels of our executive compensation, including base salaries, annual cash incentive awards and equity-based incentives\nfor our executive officers, consultant, and directors. In November 2022, the Compensation Committee determined that Pearl Meyer is\nindependent from management and that Pearl Meyer’s work has not raised any conflicts of interest. Pearl Meyer reports directly to\nthe Compensation Committee and the Compensation Committee has the sole authority to approve Pearl Meyer’s compensation and may terminate\nthe relationship at any time.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding\nthe outstanding equity awards held by our Named Executive Officers as of December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Option Awards		Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan \n Awards: Market or Payout Value of Unearned Shares, Units or Other Rights \n That Have \nNot Vested ($)
Dante Caravaggio		25,000			-		50,000		2.02		March 11, 2034		-		-	16,666	$	6,333
Mitchell B. Trotter		16,667			-		33,333		2.02		March 11, 2034		-		-	16,666	$	6,333
David M. Smith		16,667			-		33,333		2.02		March 11, 2034		-		-	16,666	$	6,333

Option Re-pricings

We have not engaged in any option re-pricings\nor other modifications to any of our outstanding equity awards to our NEOs during fiscal years 2025 and 2024.

Payments Upon Termination or Change in Control

None of our NEOs are entitled to receive payments\nor other benefits upon termination of employment or a change in control.

Retirement Plans

We do not maintain any deferred compensation,\nretirement, pension or profit-sharing plans.

Employee Benefits

All of our full-time employees are eligible to\nparticipate in health and welfare plans maintained by us, including:

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medical, dental and vision benefits; and

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basic life and accidental death & dismemberment insurance.

Our NEOs participate in these plans on the same\nbasis as other eligible employees. We do not maintain any supplemental health and welfare plans for our NEOs.

Nonqualified Deferred Compensation

During the years ended December 31, 2025 and 2024,\nour NEOs deferred a portion of their salaries not paid by us during the years 2025 and 2024, as disclosed in the table above. Such payments\nwere deferred because timely payments further jeopardize our ability to continue as a going concern. We intend to make such payments as\nsoon as we are able.

Omnibus Equity Incentive Plan

On November 15, 2023, we adopted the 2023 Plan\nand on September 4, 2025, we adopted the EON Resources Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”), which the material\nterms of each are described below.

2023 Plan

Purpose and Eligibility. The purpose\nof the 2023 Plan is (i) to provide eligible persons with an incentive to contribute to our success and to operate and manage our\nbusiness in a manner that will provide for our long-term growth and profitability and that will benefit our stockholders and other\nimportant stakeholders, including our employees and customers, and (ii) to provide a means of recruiting, rewarding, and retaining\nkey personnel.

Equity awards may be granted under the 2023 Plan\nto officers, directors, including non-employee directors, other employees, advisors, consultants or other service providers of the\ncompany or our subsidiaries or other affiliates, and to any other individuals who are approved by the Compensation Committee as eligible\nto participate in the 2023 Plan. Only our employees or employees of our corporate subsidiaries are eligible to receive incentive stock\noptions.

Effective Date and Term. The 2023 Plan\nis effective as of November 15, 2023 and will terminate automatically at 11:59PM ET on the day before the 10^th anniversary\nof the effective date, unless earlier terminated by our board of directors or in accordance with the terms of the 2023 Plan.

Administration, Amendment and Termination.\nThe 2023 Plan will generally be administered by the Compensation Committee. Except where the authority to act on such matters is specifically\nreserved to the full board of directors under the 2023 Plan or applicable law, the Compensation Committee will have full power and authority\nto interpret and construe all provisions of the 2023 Plan, any award, and any award agreement, and take all actions and to make all determinations\nrequired or provided for under the 2023 Plan, any award, and any award agreement, including the authority to:

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designate grantees of awards;

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determine the type or types of awards to be made to a grantee;

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determine the number of shares of Class A Common Stock subject to an award or to which an award relates;

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establish the terms and conditions of each award;

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prescribe the form of each award agreement;

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subject to limitations in the 2023 Plan (including the prohibition on repricing of options or share appreciation rights without stockholder approval), amend, modify, or supplement the terms of any outstanding award; and

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make substitute awards.

Our board of directors is also authorized to appoint\none or more committees of the board of directors consisting of one or more directors who need not meet the independence requirements under\nthe listing rules of any stock exchange on which Class A Common Stock is listed for certain limited purposes permitted by the 2023 Plan,\nand to the extent permitted by applicable law, the Compensation Committee is authorized to delegate authority to the Chief Executive Officer\nand/or any other officers of the company for certain limited purposes permitted by the 2023 Plan. Our board of directors will retain the\nauthority under the 2023 Plan to exercise any or all of the powers and authorities related to the administration and implementation of\nthe 2023 Plan.

Our board of directors may amend, suspend, or\nterminate the 2023 Plan at any time; provided that with respect to awards that are granted under the 2023 Plan, no amendment, suspension\nor termination may materially impair the rights of the award holder without such holder’s consent. No such action may amend the\n2023 Plan without the approval of stockholders if the amendment is required to be submitted for stockholder approval by our board of directors,\nthe terms of the 2023 Plan, or applicable law.

Awards. Awards under the 2023 Plan\nmay be made in the form of:

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stock options, which may be either incentive stock options or nonqualified stock options;

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stock appreciation rights or “SARs”;

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restricted stock;

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restricted stock units;

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dividend equivalent rights;

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performance awards, including performance shares;

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other equity-based awards; or

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cash.

An incentive stock option is an option that meets\nthe requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and a nonqualified stock\noption is an option that does not meet those requirements. A SAR is a right to receive upon exercise, in the form of stock, cash or a\ncombination of stock and cash, the excess of the fair market value of one share on the exercise date over the exercise price of the SAR. Restricted\nstock is an award of common stock subject to restrictions over restricted periods that subject the shares to a substantial risk of forfeiture,\nas defined in Section 83 of the Code. A restricted stock unit or deferred stock unit is an award that represents a conditional right\nto receive shares in the future and that may be made subject to the same types of restrictions and risk of forfeiture as restricted stock.\nDividend equivalent rights are awards entitling the grantee to receive cash, shares, other awards under the 2023 Plan or other property\nequal in value to dividends or other periodic payments paid or made with respect to a specified number of shares of stock. Performance\nawards are awards made subject to the achievement of one or more performance goals over a performance period established by the Compensation\nCommittee. Other equity-based awards are awards representing a right or other interest that may be denominated or payable in, valued\nin whole or in part by reference to, or otherwise based on or related to stock, other than an option, SAR, restricted stock, restricted\nstock unit, unrestricted stock, dividend equivalent right, or a performance award.

The 2023 Plan provides that each award will be\nevidenced by an award agreement, which may specify terms and conditions of the award that differ from the terms and conditions that would\notherwise apply under the 2023 Plan in the absence of the different terms and conditions in the award agreement. In the event of any inconsistency\nbetween the 2023 Plan and an award agreement, the provisions of the 2023 Plan will control.

Awards under the 2023 Plan may be granted alone\nor in addition to, in tandem with, or in substitution or exchange for any other award under the 2023 Plan, other awards under another\ncompensatory plan of the company or any of our affiliates (or any business entity that has been a party to a transaction with the company\nor any of our affiliates), or other rights to payment from the company or any of our affiliates. Awards granted in addition to or in tandem\nwith other awards may be granted either at the same time or at different times.

The Compensation Committee may permit or require\nthe deferral of any payment pursuant to any award into a deferred compensation arrangement, which may include provisions for the payment\nor crediting of interest or dividend equivalent rights, in accordance with rules and procedures established by the Compensation Committee.\nAwards under the 2023 Plan generally will be granted for no consideration other than past services by the grantee of the award or, if\nprovided for in the award agreement or in a separate agreement, the grantee’s promise to perform future services to the company\nor one of our subsidiaries or other affiliates.

Forfeiture; Recoupment. We may reserve\nthe right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account of actions\ntaken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement, non-competition agreement,\nagreement prohibiting solicitation of employees or clients of the company or any affiliate, confidentiality obligations with respect to\nthe company or any affiliate, or otherwise in competition with the company or any affiliate, to the extent specified in such award agreement.\nIf the grantee is an employee and is terminated for “Cause” (as defined in the 2023 Plan), the Compensation Committee may\nannul the grantee’s award as of the date of the grantee’s termination.

In addition, any award granted pursuant to the\n2023 Plan will be subject to mandatory repayment by the grantee to the company to the extent (i) set forth in the 2023 Plan or in\nan award agreement, or (ii) the grantee is or becomes subject to our clawback policy, or any applicable laws which impose mandatory\nrecoupment.

Shares Subject to the 2023 Plan. Subject\nto adjustment as described below, the maximum number of shares of common stock reserved for issuance under the 2023 Plan is equal to 1,400,000 shares\nof Class A Common Stock. The maximum number of shares of Class A Common Stock available for issuance pursuant to incentive stock\noptions granted under the 2023 Plan will be the same as the total number of shares of Class A Common Stock reserved for issuance under\nthe 2023 Plan. Shares issued under the 2023 Plan may be authorized and unissued shares, or treasury shares, or a combination of the foregoing.

Any shares covered by an award, or portion of\nan award, granted under the 2023 Plan that are not purchased or forfeited or canceled, or expire or otherwise terminate without the issuance\nof shares or are settled in cash in lieu of shares, will again be available for issuance under the 2023 Plan.

Shares subject to an award granted under the 2023\nPlan will be counted against the maximum number of shares reserved for issuance under the 2023 Plan as one share for every one share subject\nto such an award. In addition, at least the target number of shares of stock issuable under a performance award will be counted against\nthe maximum number of shares reserved for issuance under the 2023 Plan as of the grant date, but such number will be adjusted to equal\nthe actual number of shares of stock issued upon settlement of the performance award to the extent different from such number initially\ncounted against the share reserve.

The number of shares available for issuance under\nthe 2023 Plan will not be increased by the number of shares of Class A Common Stock: (i) tendered or withheld or subject to an award\nsurrendered in connection with the purchase of shares upon exercise of an option; (ii) that were not issued upon the net settlement\nor net exercise of a stock-settled SAR, (iii) deducted or delivered from payment of an award in connection with our tax withholding\nobligations; or (iv) purchased by us with proceeds from option exercises.

Options. The 2023 Plan authorizes the Compensation\nCommittee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as incentive stock options.\nAn option granted under the 2023 Plan will be exercisable only to the extent that it is vested. Each option will become vested and exercisable\nat such times and under such conditions as the Compensation Committee may approve consistent with the terms of the 2023 Plan. No option\nmay be exercisable more than ten years after the option grant date, or five years after the option grant date in the case of\nan incentive stock option granted to a “ten percent stockholder” (as defined in the 2023 Plan); provided that, to the extent\ndeemed necessary or appropriate by the Compensation Committee to reflect differences in local law, tax policy, or custom with respect\nto any option granted to a grantee who is a foreign national or is a natural person who is employed outside of the United States,\nsuch option may terminate, and all rights to purchase shares of stock thereunder may cease, upon the expiration of a period longer than\nten (10) years from the date of grant of such option as the Compensation Committee shall determine. The Compensation Committee may\ninclude in the option agreement provisions specifying the period during which an option may be exercised following termination of the\ngrantee’s service. The exercise price of each option will be determined by the Compensation Committee, provided that the per share\nexercise price will be equal to or greater than 100% of the fair market value of a share of Class A Common Stock on the grant date (other\nthan as permitted for substitute awards). If we were to grant incentive stock options to any ten percent stockholder, the per share exercise\nprice will not be less than 110% of the fair market value of a share of Class A Common Stock on the grant date.

Incentive stock options and nonqualified stock\noptions are generally non-transferable, except for transfers by will or the laws of descent and distribution. The Compensation Committee\nmay, in its discretion, determine that a nonqualified stock option may be transferred to family members by gift or other transfers deemed\nnot to be for value.

Share Appreciation Rights. The 2023 Plan\nauthorizes the Compensation Committee to grant SARs that provide the recipient with the right to receive, upon exercise of the SAR, cash,\nClass A Common Stock, or a combination of the two. The amount that the recipient will receive upon exercise of the SAR generally will\nequal the excess of the fair market value of shares of Class A Common Stock on the date of exercise over the fair market value of shares\nof Class A Common Stock on the grant date. SARs will become exercisable in accordance with terms determined by the Compensation Committee.\nSARs may be granted in tandem with an option grant or independently from an option grant. The term of a SAR cannot exceed ten (10) years\nfrom the date of grant. The per share exercise price of a SAR will be no less than the fair market value of one share of Class A Common\nStock on the grant date of such SAR.

SARs will be nontransferable, except for transfers\nby will or the laws of descent and distribution. The Compensation Committee may determine that all or part of a SAR may be transferred\nto certain family members of the grantee by gift or other transfers deemed not to be for value.

Fair Market Value. For so long\nas the Class A Common Stock remains listed on NYSE American, the fair market value of the Class A Common Stock on an award’s grant\ndate, or on any other date for which fair market value is required to be established under the 2023 Plan, will be the closing price of\nthe Class A Common Stock as reported on NYSE American on such date. If there is no such reported closing price on such date, the fair\nmarket value of the Class A Common Stock will be the closing price of the Class A Common Stock as reported on such market on the next\npreceding date on which any sale of Class A Common Stock will have been reported.

If the Class A Common Stock ceases to be listed\non NYSE American and is listed on another established national or regional stock exchange, or traded on another established securities\nmarket, fair market value will similarly be determined by reference to the closing price of the Class A Common Stock on the applicable\ndate as reported on such other stock exchange or established securities market.

If the Class A Common Stock ceases to be listed\non NYSE American or another established national or regional stock exchange, or traded on another established securities market, the Compensation\nCommittee will determine the fair market value of the Class A Common Stock by the reasonable application of a reasonable valuation method\nin a manner consistent with Section 409A of the Code.

No Repricing. Except in connection with\na corporate transaction involving the company (including, without limitation, any stock dividend, distribution (whether in the form of\ncash, shares of stock, other securities or other property), stock split, extraordinary dividend, recapitalization, change in control,\nreorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of stock or other securities\nor similar transaction), we may not, without obtaining stockholder approval, (a) amend the terms of outstanding options or SARs to\nreduce the exercise price of such outstanding options or SARs, (b) cancel outstanding options or SARs in exchange for, or in substitution\nof, options or SARs with an exercise price that is less than the exercise price of the original options or SARs, (c) cancel outstanding\noptions or SARs with an exercise price above the current price of Class A Common Stock in exchange for cash or other securities, in each\ncase, unless such action is (i) subject to and approved by our stockholders or (ii) would not be deemed to be a repricing under\nthe rules of any stock exchange or securities market on which the Class A Common Stock is listed or publicly traded.

Restricted Stock; Restricted Stock Units. The\n2023 Plan authorizes the Compensation Committee to grant restricted stock and restricted stock units. Subject to the provisions of the\n2023 Plan, the Compensation Committee will determine the terms and conditions of each award of restricted stock and restricted stock units,\nincluding the restricted period for all or a portion of the award, the restrictions applicable to the award, and the purchase price, if\nany, for the shares of stock subject to the award. The restrictions, if any, may lapse over a specified period of time or through the\nsatisfaction of conditions, in installments or otherwise, as the Compensation Committee may determine. A grantee of restricted stock will\nhave all of the rights of a stockholder as to those shares, including, without limitation, the right to vote the shares and receive dividends\nor distributions on the shares, except to the extent limited by the Compensation Committee. The Compensation Committee may provide in\nan award agreement evidencing a grant of restricted stock that (a) cash dividend payments or distributions paid on restricted stock\nwill be reinvested in shares of stock, which may or may not be subject to the same vesting conditions and restrictions as applicable to\nsuch shares of restricted stock or (b) any dividend payments or distributions declared or paid on shares of restricted stock will\nonly be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares of restricted stock. Dividend\npayments or distributions declared or paid on shares of restricted stock which vest or are earned based on upon the achievement of performance\ngoals will not vest unless such performance goals for such shares of restricted stock are achieved, and if such performance goals are\nnot achieved, the grantee of such shares of restricted stock will promptly forfeit and, to the extent already paid or distributed, repay\nto us such dividend payments or distributions. Grantees of restricted stock units and deferred stock units will have no voting or dividend\nrights or other rights associated with share ownership, although the Compensation Committee may award dividend equivalent rights on such\nunits.

During the restricted period, if any, when restricted\nstock and restricted stock units are non-transferable or forfeitable, a grantee is prohibited from selling, transferring, assigning,\npledging, exchanging, hypothecating, or otherwise encumbering or disposing of the grantees’ restricted stock and restricted stock\nunits.

Dividend Equivalent Rights. The 2023 Plan\nauthorizes the Compensation Committee to grant dividend equivalent rights. Dividend equivalent rights may be granted independently or\nin connection with the grant of any equity-based award, except that no dividend equivalent right may be granted in connection with,\nor related to an option or SAR. Dividend equivalent rights may be paid currently (with or without being subject to forfeiture or\na repayment obligation) or may be deemed to be reinvested in additional shares of stock or awards which may thereafter accrue additional\ndividend equivalent rights (with or without being subject to forfeiture or a repayment obligation) and may be payable in cash, common\nshares, or a combination of the two. Dividend equivalent rights granted as a component of another award may (a) provide that such\ndividend equivalent right will be settled upon exercise, settlement, or payment of, or lapse of restriction on, such other award and that\nsuch dividend equivalent will expire or be forfeited or annulled under the same conditions as such award or (b) contain terms and\nconditions which are different from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant\nto a dividend equivalent right granted as a component of another award which vests or is earned based on the achievement of performance\ngoals will not vest unless such performance goals for such underlying award are achieved, and if such performance goals are not achieved,\nthe grantee of such dividend equivalent right will promptly forfeit and, to the extent already paid or distributed, repay to us payments\nor distributions made in connection with such dividend equivalent rights.

Performance Awards. The 2023 Plan authorizes\nthe Compensation Committee to grant performance awards. The Compensation Committee will determine the applicable performance period, the\nperformance goals, and such other conditions that apply to the performance award. Any performance measures may be used to measure the\nperformance of the company and our subsidiaries and other affiliates as a whole or any business unit of the company, our subsidiaries,\nand/or our affiliates or any combination thereof, as the Compensation Committee may deem appropriate, or any performance measures as compared\nto the performance of a group of comparable companies, or published or special index that the Compensation Committee deems appropriate.\nPerformance goals may relate to our financial performance or the financial performance of our operating units, the grantee’s performance,\nor such other criteria determined by the Compensation Committee. If the performance goals are met, performance awards will be paid in\ncash, shares of stock, other awards, or a combination thereof.

Other Equity-Based Awards. The\n2023 Plan authorizes the Compensation Committee to grant other types of stock-based awards under the 2023 Plan. The terms and conditions\nthat apply to other equity-based awards are determined by the Compensation Committee.

Forms of Payment. The exercise price for\nany option or the purchase price (if any) for restricted stock, and vested restricted stock units is generally payable (i) in cash\nor in cash equivalents acceptable to the company, (ii) to the extent the award agreement provides, by the tender (or attestation\nof ownership) of shares of Class A Common Stock having a fair market value on the date of tender (or attestation) equal to the exercise\nprice or purchase price, (iii) to the extent permitted by law and to the extent permitted by the award agreement, through a broker-assisted cashless\nexercise, or (iv) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form\npermissible by applicable law, including net exercise or net settlement and service rendered to us or our affiliates.

Change in Capitalization. The Compensation\nCommittee may adjust the terms of outstanding awards under the 2023 Plan to preserve the proportionate interests of the holders\nin such awards on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of share,\nexchange of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected\nwithout receipt of consideration by the company. The adjustments will include proportionate adjustments to (i) the number and kind\nof shares subject to outstanding awards and (ii) the per share exercise price of outstanding options or SARs.

Transaction not Constituting a Change in Control.\nIf the company is the surviving entity in any reorganization, merger, or consolidation with one or more other entities which does\nnot constitute a “change in control” (as defined in the 2023 Plan), any awards will be adjusted to pertain to and apply to\nthe securities to which a holder of the number of common shares subject to such award would have been entitled immediately after such\ntransaction, with a corresponding proportionate adjustment to the per share price of options and SARs so that the aggregate price per\nshare of each option or SAR thereafter is the same as the aggregate price per share of each option or SAR subject to the option or SAR\nimmediately prior to such transaction. Further, in the event of any such transaction, performance awards (and the related performance\nmeasures if deemed appropriate by the Compensation Committee) will be adjusted to apply to the securities that a holder of the number\nof Class A Common Stock subject to such performance awards would have been entitled to receive following such transaction.

Effect of a Change in Control in which Awards\nare not Assumed. Except as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise\nset forth in writing, upon the occurrence of a change in control in which outstanding awards are not being assumed or continued, the following\nprovisions will apply to such awards, to the extent not assumed or continued:

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Immediately prior to the occurrence of such change in control, in each case with the exception of performance awards, all outstanding shares of restricted stock and all restricted stock units, and dividend equivalent rights will be deemed to have vested, and all shares of stock and/or cash subject to such awards will be delivered; and either or both of the following two actions will be taken:

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At least 15 days prior to the scheduled consummation of such change in control, all options and SARs outstanding will become immediately exercisable and will remain exercisable for a period of 15 days. Any exercise of an option or SAR during this 15-day period will be conditioned on the consummation of the applicable change in control and will be effective only immediately before the consummation thereof, and upon consummation of such change in control, the 2023 Plan and all outstanding but unexercised options and SARs will terminate, with or without consideration as determined by the Compensation Committee in its sole discretion; and/or

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The Compensation Committee may elect, in its sole discretion, to cancel any outstanding awards of options, SARs, restricted stock, restricted stock units, and/or dividend equivalent rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or capital stock having a value (as determined by the Compensation Committee acting in good faith), in the case of restricted stock, restricted stock units, deferred stock units, and dividend equivalent rights (for shares of stock subject thereto), equal to the formula or fixed price per share paid to holders of shares of stock pursuant to such change in control and, in the case of options or SARs, equal to the product of the number of shares of stock such subject to such options or SARs multiplied by the amount, if any, which (i) the formula or fixed price per share paid to holders of shares of stock pursuant to such change in control exceeds (ii) the option price or SAR price applicable to such options or SARs.

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For performance awards, if less than half of the performance period has lapsed, such awards will be treated as though the target performance thereunder has been achieved. If at least half of the performance period has lapsed, such performance awards will be earned, as of immediately prior to but contingent on the occurrence of such change in control, based on the greater of (i) deemed achievement of target performance or (ii) determination of actual performance as of a date reasonably proximate to the date of consummation of the change in control as determined by the Compensation Committee, in its sole discretion.

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Other Equity-Based Awards will be governed by the terms of the applicable award agreement.

Effect of a Change in Control in which Awards\nare Assumed. Except as otherwise provided in the applicable award agreement, in another agreement with the grantee, or\nas otherwise set forth in writing, upon the occurrence of a change in control in which outstanding awards are being assumed or continued,\nthe following provisions will apply to such awards, to the extent not assumed or continued: The 2023 Plan and the options, SARs, restricted\nstock, restricted stock units, dividend equivalent rights, and other equity-based equity awards granted under the 2023 Plan will\ncontinue in the manner and under the terms so provided in the event of any change in control to the extent that provision is made in writing\nin connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards of\nnew options, SARs, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based awards relating to\nthe capital stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustment as to the number of shares and\nexercise price of options and SARs.

In general, a “change in control”\nmeans:

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a transaction or series of related transactions whereby a person or group (other than the company or any of our affiliates) becomes the beneficial owner of 50% or more of the total voting power of the our voting stock on a fully diluted basis;

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individuals who constitute our board of directors, cease to constitute a majority of the members of our board of directors then in office;

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a merger or consolidation of the company, other than any such transaction in which the holders of our voting stock immediately prior to the transaction own directly or indirectly at least a majority of the voting power of the surviving entity immediately after the transaction;

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a sale of substantially all of our assets to another person or entity; or

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the consummation of a plan or proposal for the dissolution or liquidation of the company.

2025 Plan

Purpose and Eligibility. The purpose of\nthe 2025 Plan is (i) to provide eligible persons with an incentive to contribute to our success and to operate and manage our business\nin a manner that will provide for our long-term growth and profitability and that will benefit our stockholders and other important\nstakeholders, including our employees and customers, and (ii) to provide a means of recruiting, rewarding, and retaining key personnel.

Equity awards may be granted under the 2025 Plan\nto officers, directors, including non-employee directors, other employees, advisors, consultants or other service providers of the\ncompany or our subsidiaries or other affiliates, and to any other individuals who are approved by the Compensation Committee as eligible\nto participate in the 2025 Plan. Only our employees or employees of our corporate subsidiaries are eligible to receive incentive stock\noptions.

Effective Date and Term. The 2025 Plan\nbecame effective as of September 4, 2025, and will terminate automatically at 11:59PM ET on the day before the 10^th anniversary\nof the such date, unless earlier terminated by our board of directors or in accordance with the terms of the 2025 Plan.

Administration, Amendment and Termination.\nThe 2025 Plan will generally be administered by the Compensation Committee. Except where the authority to act on such matters is specifically\nreserved to the full board of directors under the 2025 Plan or applicable law, the Compensation Committee will have full power and authority\nto interpret and construe all provisions of the 2025 Plan, any award, and any award agreement, and take all actions and to make all determinations\nrequired or provided for under the 2025 Plan, any award, and any award agreement, including the authority to:

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designate grantees of awards;

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determine the type or types of awards to be made to a grantee;

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determine the number of shares of Class A Common Stock subject to an award or to which an award relates;

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establish the terms and conditions of each award;

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prescribe the form of each award agreement;

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subject to limitations in the 2025 Plan (including the prohibition on repricing of options or share appreciation rights without stockholder approval), amend, modify, or supplement the terms of any outstanding award; and

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make substitute awards.

The Board of Directors is also authorized to appoint\none or more committees of the Board of Directors consisting of one or more directors who need not meet the independence requirements under\nthe listing rules of any stock exchange on which Class A Common Stock is listed for certain limited purposes permitted by the 2025 Plan,\nand to the extent permitted by applicable law, the Compensation Committee is authorized to delegate authority to the Chief Executive Officer\nand/or any other officers of the company for certain limited purposes permitted by the 2025 Plan. The Board of Directors will retain the\nauthority under the 2025 Plan to exercise any or all of the powers and authorities related to the administration and implementation of\nthe 2025 Plan.

The Board of Directors may amend, suspend, or\nterminate the 2025 Plan at any time; provided that with respect to awards that are granted under the 2025 Plan, no amendment, suspension\nor termination may materially impair the rights of the award holder without such holder’s consent. No such action may amend the\n2025 Plan without the approval of stockholders if the amendment is required to be submitted for stockholder approval by the Board of Directors,\nthe terms of the 2025 Plan, or applicable law.

Awards. Awards under\nthe 2025 Plan may be made in the form of:

\n \n \n \n \n

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stock options, which may be either incentive stock options or nonqualified stock options;

\n \n \n \n \n

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SARs;

\n \n \n \n \n

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restricted stock;

\n \n \n \n \n

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restricted stock units;

\n \n \n \n \n

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dividend equivalent rights;

\n \n \n \n \n

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performance awards, including performance shares;

\n \n \n \n \n

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other equity-based awards; or

\n \n \n \n \n

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cash.

An incentive stock option is an option that meets\nthe requirements of Section 422 of the Code, and a nonqualified stock option is an option that does not meet those requirements. A SAR\nis a right to receive upon exercise, in the form of stock, cash or a combination of stock and cash, the excess of the fair market value\nof one share on the exercise date over the exercise price of the SAR. Restricted stock is an award of common stock subject to restrictions\nover restricted periods that subject the shares to a substantial risk of forfeiture, as defined in Section 83 of the Code. A restricted\nstock unit or deferred stock unit is an award that represents a conditional right to receive shares in the future and that may be made\nsubject to the same types of restrictions and risk of forfeiture as restricted stock. Dividend equivalent rights are awards entitling\nthe grantee to receive cash, shares, other awards under the 2025 Plan or other property equal in value to dividends or other periodic\npayments paid or made with respect to a specified number of shares of stock. Performance awards are awards made subject to the achievement\nof one or more performance goals over a performance period established by the Compensation Committee. Other equity-based awards are awards\nrepresenting a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise\nbased on or related to stock, other than an option, SAR, restricted stock, restricted stock unit, unrestricted stock, dividend equivalent\nright, or a performance award.

The 2025 Plan provides that each award will be\nevidenced by an award agreement, which may specify terms and conditions of the award that differ from the terms and conditions that would\notherwise apply under the 2025 Plan in the absence of the different terms and conditions in the award agreement. In the event of any inconsistency\nbetween the 2025 Plan and an award agreement, the provisions of the 2025 Plan will control.

Awards under the 2025 Plan may be granted alone\nor in addition to, in tandem with, or in substitution or exchange for any other award under the 2025 Plan, other awards under another\ncompensatory plan of the company or any of our affiliates (or any business entity that has been a party to a transaction with the company\nor any of our affiliates), or other rights to payment from the company or any of our affiliates. Awards granted in addition to or in tandem\nwith other awards may be granted either at the same time or at different times.

The Compensation Committee may permit or require\nthe deferral of any payment pursuant to any award into a deferred compensation arrangement, which may include provisions for the payment\nor crediting of interest or dividend equivalent rights, in accordance with rules and procedures established by the Compensation Committee.\nAwards under the 2025 Plan generally will be granted for no consideration other than past services by the grantee of the award or, if\nprovided for in the award agreement or in a separate agreement, the grantee’s promise to perform future services to the company\nor one of our subsidiaries or other affiliates.

Forfeiture; Recoupment. We may reserve\nthe right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account of actions\ntaken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement, non-competition\nagreement, agreement prohibiting solicitation of employees or clients of the company or any affiliate, confidentiality obligations with\nrespect to the company or any affiliate, or otherwise in competition with the company or any affiliate, to the extent specified in such\naward agreement. If the grantee is an employee and is terminated for “Cause” (as defined in the 2025 Plan), the Compensation\nCommittee may annul the grantee’s award as of the date of the grantee’s termination.

In addition, any award granted pursuant to the\n2025 Plan will be subject to mandatory repayment by the grantee to the company to the extent (i) set forth in the 2025 Plan or in an award\nagreement, or (ii) the grantee is or becomes subject to our clawback policy, or any applicable laws which impose mandatory recoupment.

Shares Subject to the 2025 Plan. Subject\nto adjustment as described below, the maximum number of shares of Class A Common Stock reserved for issuance under the 2025 Plan is equal\nto 4,587,007 shares of Class A Common Stock. The maximum number of shares of Class A Common Stock available for issuance pursuant to incentive\nstock options granted under the 2025 Plan will be the same as the total number of shares of Class A Common Stock reserved for issuance\nunder the 2025 Plan. Shares issued under the 2025 Plan may be authorized and unissued shares, or treasury shares, or a combination of\nthe foregoing.

Any shares covered by an award, or portion of\nan award, granted under the 2025 Plan that are not purchased or forfeited or canceled, or expire or otherwise terminate without the issuance\nof shares or are settled in cash in lieu of shares, will again be available for issuance under the 2025 Plan.

Shares subject to an award granted under the 2025\nPlan will be counted against the maximum number of shares reserved for issuance under the 2025 Plan as one share for every one share subject\nto such an award. In addition, at least the target number of shares of stock issuable under a performance award will be counted against\nthe maximum number of shares reserved for issuance under the 2025 Plan as of the grant date, but such number will be adjusted to equal\nthe actual number of shares of stock issued upon settlement of the performance award to the extent different from such number initially\ncounted against the share reserve.

The number of shares available for issuance under\nthe 2025 Plan will not be increased by the number of shares of Class A Common Stock: (i) tendered or withheld or subject to an award surrendered\nin connection with the purchase of shares upon exercise of an option; (ii) that were not issued upon the net settlement or net exercise\nof a stock-settled SAR, (iii) deducted or delivered from payment of an award in connection with our tax withholding obligations; or (iv)\npurchased by us with proceeds from option exercises.

Options. The 2025 Plan authorizes the Compensation\nCommittee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as incentive stock options.\nAn option granted under the 2025 Plan will be exercisable only to the extent that it is vested. Each option will become vested and exercisable\nat such times and under such conditions as the Compensation Committee may approve consistent with the terms of the 2025 Plan. No option\nmay be exercisable more than ten years after the option grant date, or five years after the option grant date in the case of an incentive\nstock option granted to a “ten percent stockholder” (as defined in the 2025 Plan); provided that, to the extent deemed necessary\nor appropriate by the Compensation Committee to reflect differences in local law, tax policy, or custom with respect to any option granted\nto a grantee who is a foreign national or is a natural person who is employed outside of the United States, such option may terminate,\nand all rights to purchase shares of stock thereunder may cease, upon the expiration of a period longer than ten (10) years from\nthe date of grant of such option as the Compensation Committee shall determine. The Compensation Committee may include in the option agreement\nprovisions specifying the period during which an option may be exercised following termination of the grantee’s service. The exercise\nprice of each option will be determined by the Compensation Committee, provided that the per share exercise price will be equal to or\ngreater than 100% of the fair market value of a share of Class A Common Stock on the grant date (other than as permitted for substitute\nawards). If we were to grant incentive stock options to any ten percent stockholder, the per share exercise price will not be less than\n110% of the fair market value of a share of Class A Common Stock on the grant date.

Share Appreciation Rights. The\n2025 Plan authorizes the Compensation Committee to grant SARs that provide the recipient with the right to receive, upon exercise of the\nSAR, cash, Class A Common Stock, or a combination of the two. The amount that the recipient will receive upon exercise of the SAR generally\nwill equal the excess of the fair market value of shares of Class A Common Stock on the date of exercise over the fair market value of\nshares of Class A Common Stock on the grant date. SARs will become exercisable in accordance with terms determined by the Compensation\nCommittee. SARs may be granted in tandem with an option grant or independently from an option grant. The term of a SAR cannot exceed ten\n(10) years from the date of grant. The per share exercise price of a SAR will be no less than the fair market value of one share\nof Class A Common Stock on the grant date of such SAR.

Fair Market Value. For\nso long as the Class A Common Stock remains listed on NYSE American, the fair market value of the Class A Common Stock on an award’s\ngrant date, or on any other date for which fair market value is required to be established under the 2025 Plan, will be the closing price\nof the Class A Common Stock as reported on NYSE American on such date. If there is no such reported closing price on such date, the fair\nmarket value of the Class A Common Stock will be the closing price of the Class A Common Stock as reported on such market on the next\npreceding date on which any sale of Class A Common Stock will have been reported.

No Repricing. Except\nin connection with a corporate transaction involving the company (including, without limitation, any stock dividend, distribution (whether\nin the form of cash, shares of stock, other securities or other property), stock split, extraordinary dividend, recapitalization, change\nin control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of stock or other\nsecurities or similar transaction), we may not, without obtaining stockholder approval, (a) amend the terms of outstanding options\nor SARs to reduce the exercise price of such outstanding options or SARs, (b) cancel outstanding options or SARs in exchange for,\nor in substitution of, options or SARs with an exercise price that is less than the exercise price of the original options or SARs, (c) cancel\noutstanding options or SARs with an exercise price above the current price of Class A Common Stock in exchange for cash or other securities,\nin each case, unless such action is (i) subject to and approved by our stockholders or (ii) would not be deemed to be a repricing\nunder the rules of any stock exchange or securities market on which the Class A Common Stock is listed or publicly traded.

Restricted Stock; Restricted Stock Units. The\n2025 Plan authorizes the Compensation Committee to grant restricted stock and restricted stock units. Subject to the provisions of\nthe 2025 Plan, the Compensation Committee will determine the terms and conditions of each award of restricted stock and restricted\nstock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award, and the\npurchase price, if any, for the shares of stock subject to the award. The restrictions, if any, may lapse over a specified period of\ntime or through the satisfaction of conditions, in installments or otherwise, as the Compensation Committee may determine. A grantee\nof restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to\nvote the shares and receive dividends or distributions on the shares, except to the extent limited by the Compensation Committee.\nThe Compensation Committee may provide in an award agreement evidencing a grant of restricted stock that (a) cash dividend\npayments or distributions paid on restricted stock will be reinvested in shares of stock, which may or may not be subject to the\nsame vesting conditions and restrictions as applicable to such shares of restricted stock or (b) any dividend payments or\ndistributions declared or paid on shares of restricted stock will only be made or paid upon satisfaction of the vesting conditions\nand restrictions applicable to such shares of restricted stock. Dividend payments or distributions declared or paid on shares of\nrestricted stock which vest or are earned based on upon the achievement of performance goals will not vest unless such performance\ngoals for such shares of restricted stock are achieved, and if such performance goals are not achieved, the grantee of such shares\nof restricted stock will promptly forfeit and, to the extent already paid or distributed, repay to us such dividend payments or\ndistributions. Grantees of restricted stock units and deferred stock units will have no voting or dividend rights or other rights\nassociated with share ownership, although the Compensation Committee may award dividend equivalent rights on such units.

Dividend Equivalent Rights. The 2025\nPlan authorizes the Compensation Committee to grant dividend equivalent rights. Dividend equivalent rights may be granted independently\nor in connection with the grant of any equity-based award, except that no dividend equivalent right may be granted in connection\nwith, or related to an option or SAR. Dividend equivalent rights may be paid currently (with or without being subject to forfeiture\nor a repayment obligation) or may be deemed to be reinvested in additional shares of stock or awards which may thereafter accrue additional\ndividend equivalent rights (with or without being subject to forfeiture or a repayment obligation) and may be payable in cash, common\nshares, or a combination of the two. Dividend equivalent rights granted as a component of another award may (a) provide that such\ndividend equivalent right will be settled upon exercise, settlement, or payment of, or lapse of restriction on, such other award and that\nsuch dividend equivalent will expire or be forfeited or annulled under the same conditions as such award or (b) contain terms and\nconditions which are different from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant\nto a dividend equivalent right granted as a component of another award which vests or is earned based on the achievement of performance\ngoals will not vest unless such performance goals for such underlying award are achieved, and if such performance goals are not achieved,\nthe grantee of such dividend equivalent right will promptly forfeit and, to the extent already paid or distributed, repay to us payments\nor distributions made in connection with such dividend equivalent rights.

Performance Awards. The 2025 Plan authorizes\nthe Compensation Committee to grant performance awards. The Compensation Committee will determine the applicable performance period, the\nperformance goals, and such other conditions that apply to the performance award. Any performance measures may be used to measure the\nperformance of the company and our subsidiaries and other affiliates as a whole or any business unit of the company, our subsidiaries,\nand/or our affiliates or any combination thereof, as the Compensation Committee may deem appropriate, or any performance measures as compared\nto the performance of a group of comparable companies, or published or special index that the Compensation Committee deems appropriate.\nPerformance goals may relate to our financial performance or the financial performance of our operating units, the grantee’s performance,\nor such other criteria determined by the Compensation Committee. If the performance goals are met, performance awards will be paid in\ncash, shares of stock, other awards, or a combination thereof.

Other Equity-Based Awards. The\n2025 Plan authorizes the Compensation Committee to grant other types of stock-based awards under the 2025 Plan. The terms and conditions\nthat apply to other equity-based awards are determined by the Compensation Committee.

Change in Capitalization. The\nCompensation Committee may adjust the terms of outstanding awards under the 2025 Plan to preserve the proportionate interests\nof the holders in such awards on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination\nof share, exchange of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares\neffected without receipt of consideration by the company. The adjustments will include proportionate adjustments to (i) the number\nand kind of shares subject to outstanding awards and (ii) the per share exercise price of outstanding options or SARs.

Transaction not Constituting a Change in\nControl. If the company is the surviving entity in any reorganization, merger, or consolidation with one or more other entities\nwhich does not constitute a “change in control” (as defined in the 2025 Plan), any awards will be adjusted to pertain to\nand apply to the securities to which a holder of the number of common shares subject to such award would have been entitled\nimmediately after such transaction, with a corresponding proportionate adjustment to the per share price of options and SARs so that\nthe aggregate price per share of each option or SAR thereafter is the same as the aggregate price per share of each option or SAR\nsubject to the option or SAR immediately prior to such transaction. Further, in the event of any such transaction, performance\nawards (and the related performance measures if deemed appropriate by the Compensation Committee) will be adjusted to apply to the\nsecurities that a holder of the number of Class A Common Stock subject to such performance awards would have been entitled to\nreceive following such transaction.

Effect of a Change in Control in which Awards\nare not Assumed. Except as otherwise provided in the applicable award agreement, in another agreement with\nthe grantee, or as otherwise set forth in writing, upon the occurrence of a change in control in which outstanding awards are not being\nassumed or continued, the following provisions will apply to such awards, to the extent not assumed or continued:

\n \n \n \n \n

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\n \n \n \n \n

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At least 15 days prior to the scheduled consummation of such change in control, all options and SARs outstanding will become immediately exercisable and will remain exercisable for a period of 15 days. Any exercise of an option or SAR during this 15-day period will be conditioned on the consummation of the applicable change in control and will be effective only immediately before the consummation thereof, and upon consummation of such change in control, the 2025 Plan and all outstanding but unexercised options and SARs will terminate, with or without consideration as determined by the Compensation Committee in its sole discretion; and/or

\n \n \n \n \n

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\n \n \n \n \n

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\n \n \n \n \n

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Other Equity-Based Awards will be governed by the terms of the applicable award agreement.

Effect of a Change in Control in which Awards\nare Assumed. Except as otherwise provided in the applicable award agreement, in another agreement with the\ngrantee, or as otherwise set forth in writing, upon the occurrence of a change in control in which outstanding awards are being assumed\nor continued, the following provisions will apply to such awards, to the extent not assumed or continued: The 2025 Plan and the options,\nSARs, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based equity awards granted under the\n2025 Plan will continue in the manner and under the terms so provided in the event of any change in control to the extent that provision\nis made in writing in connection with such change in control for the assumption or continuation of such awards, or for the substitution\nfor such awards of new options, SARs, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based awards\nrelating to the capital stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustment as to the number of\nshares and exercise price of options and SARs.

In general, a “change in control”\nmeans:

\n \n \n \n \n

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\n \n \n \n \n

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individuals who constitute the our board of directors, cease to constitute a majority of the members of our board of directors then in office;

\n \n \n \n \n

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\n \n \n \n \n

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a sale of substantially all of our assets to another person or entity; or

\n \n \n \n \n

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the consummation of a plan or proposal for the dissolution or liquidation of the company.

Compensation of Directors

The following Director Compensation Table sets\nforth information concerning compensation for services rendered by our independent directors for fiscal year 2025.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)			Option Awards ($)		All Other Compensation ($)	Total ($)
Kyle Bulpitt⁽¹⁾	$	-		$	-		$	-	$	-	$	-
Joseph Salvucci, Jr.⁽²⁾		110,000			8,725			-		-		118,725
Joseph Salvucci, Sr. ⁽³⁾		125,000			8,725			-		-		133,725
Total:	$	235,000		$	17,450		$	-	$	-	$	252,450

\n \n \n \n

(1)	Mr. Bulpitt was appointed to serve as a member of the Board of Directors in January 2026.

\n \n \n \n

(2)	Mr. Salvucci, Jr. was appointed to serve as a member of the Board of Directors in December 2021.

\n \n \n \n

(3)	Mr. Salvucci, Sr. was appointed to serve as a member of the Board of Directors in December 2021.

Mr. Bulpitt annualized fees are $100,000 and he\ncommenced earning the fees on January 26, 2026. Messrs. Caravaggio and Trotter have not been included in the Director Compensation Table\nbecause they were NEOs of our company for all of our 2025 fiscal year, and all compensation paid to or earned by each of them during our\n2025 fiscal year is reflected in the Summary Compensation Table above.

Director Compensation Program

We believe that attracting and retaining qualified\ndirectors is critical to our ability to grow in a manner that is consistent with our corporate governance principles and that is designed\nto create value for stockholders. We also believe that structuring director compensation with a significant equity component is key to\nachieving our goals. We believe that this structure will also allow directors to carry out their responsibilities with respect to oversight\nof the Company while also maintaining alignment with stockholder interests and fiduciary obligations. We anticipate that embedding these\ncore principles and values of alignment and solid governance will enhance our ability to grow and unlock value for stockholders. We have\nimplemented a director compensation policy for our non-employee directors, which consists of:

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An annual retainer for non-employee directors of $75,000;

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An annual grant for non-employee directors of RSUs, calculated by dividing $75,000 by the then current-stock price, which will vest on the first anniversary of the grant;

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An additional annual retainer payment of $50,000 to the Chairman; $25,000 to the Chair of the Audit Committee; $20,000 to the Chair of the Compensation Committee; and $15,000 to the Chair of the Nominating Committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL\nOWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information known\nto us regarding the beneficial ownership of Class A Common Stock as of March 31, 2026 by:

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each person who is the beneficial owner of more than 5% of the outstanding shares of Class A Common Stock;

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each of the Company’s named executive officers and directors; and

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all of the Company’s executive officers and directors as a group.

Beneficial ownership is determined according to\nthe rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or\nshared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual\nor entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units,\nwithin 60 days of March 31, 2026. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of\nMarch 31, 2026 or subject to restricted stock units that vest within 60 days of March 31, 2026 are considered outstanding and beneficially\nowned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage ownership of\nthat person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Shares issuable\npursuant to the exchange of OpCo Class B Units listed in the table below are represented in shares of Class A Common Stock.

Except as described in the footnotes below and\nsubject to applicable community property laws and similar laws, the Company believes that each person listed above has sole voting and\ninvestment power with respect to such shares.

The beneficial ownership of EON securities is\nbased on (i) 55,421,528 of Class A Common Stock issued and outstanding as of March 31, 2026, and (ii) no shares of Class B Common Stock\nissued and outstanding as of March 31, 2026.

Name and Address of Beneficial Owners⁽¹⁾	Number of \nShares		% of \nTotal Voting \nPower
Directors and officers:
Kyle Bulpitt⁽²⁾		10,000		*	%
Dante Caravaggio⁽³⁾		628,107		1.1	%
Joseph V. Salvucci, Sr.⁽⁴⁾		2,371,787		4.3	%
Joseph V. Salvucci, Jr.⁽⁵⁾		381,550		*	%
Mitchell B. Trotter⁽⁶⁾		391,056		*	%
David M. Smith⁽⁷⁾		344,168		*	%

All directors and executive officers after as a group (6 persons)		4,126,668		7.4	%

\n \n \n \n

*	Less than one percent (1%)

\n \n \n \n

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 3730 Kirby Drive, Suite 1200, Houston, Texas 77098.

\n \n \n \n \n \n \n \n \n \n

(2)	\n Consists of 10,000 shares of Class A Common\nStock held by Mr. Bulpitt.

(3)	Consists of (1) 16,400 shares of Class A Common Stock held by Mr. Caravaggio, (2) 460,040 shares of Class A Common Stock held by Dante Caravaggio, LLC, of which Mr. Caravaggio has voting and dispositive control over the shares held by such entity, (3) 50,000 shares of Class A Common Stock held by Donna Caravaggio, the wife of Mr. Caravaggio (4) 51,667 shares underlying vested RSUs, and (5) 50,000 shares underlying vested common stock options.

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(4)	Consists of (1) 1,000,000 shares of Class A Common Stock held by Mr. Salvucci, Sr. (2)1,232,621 shares of Class A Common Stock held by JVS Alpha Property, LLC, over which Mr. Salvucci, Sr. has voting and dispositive control, and (3) 139,166 shares underlying vested RSUs.

(5)	Consists of (1) 244,384 shares of Class A Common Stock held directly by Mr. Salvucci, Jr., and (2) 137,166 shares underlying vested RSUs.

(6)	Consists of (1) 299,388 shares of Class A Common Stock held by Mr. Trotter, (2) 58,334 shares underlying vested RSUs, and (3) 33,334 shares underlying stock options vesting on March 12, 2025.

(7)	Consists of (1) 252,500 shares of Class A Common Stock held directly by Mr. Smith, (2) 58,334 shares underlying vested RSUs, and (3) 33,334 shares underlying stock options vesting on March 12, 2025.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR\nINDEPENDENCE

Other than compensation arrangements for our named\nexecutive officers and directors, we describe below each transaction or series of similar transactions, since January 1, 2025, to which\nwe were a party or will be a party, in which:

\n \n \n \n \n

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the amounts involved exceeded or will exceed $120,000; and

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any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

See Item 11 of Part III of this report for a description\nof certain arrangements with our executive officers and directors.

Related Party Loans and Costs

In December 2025, we issued a $100,000 unsecured\npromissory note to a director in connection with the receipt of $100,000 in cash.

In December 2025, we issued a $100,000 unsecured\npromissory note to our Chief Financial Officer in connection with the receipt of $100,000 in cash.

Consulting Agreement

In connection with a Referral Fee and Consulting\nAgreement (the “Consulting Agreement”) by and between us and Alexandria VMA Capital, LLC, an entity controlled by Dante Caravaggio,\nour Chief Executive Officer, President, and member of our Board of Directors (“Consultant”), we issued 89,000 shares of Class\nA Common Stock to Consultant in connection with the closing of the Purchase as consideration for services rendered with a value of $900,000.\nThe Consultant also earned an additional $900,000 transaction fee.

Other

During the fiscal year ended December 31, 2021,\nthe Company and Dante Caravaggio, a related party, who became the Company’s CEO in December 2023, entered into a side agreement\nin connection with his purchase of 400,000 shares of Class A Common Stock at $2.00 per share (the “Side Agreement”). The Side\nAgreement granted the holder a one year right to require the Company to repurchase his shares of Class A Common Stock at a price of $15.00\nper share (the “Put Option Right”) in cash. The Put Option Right becomes exercisable upon the shares being considered freely\ntradeable and the holder not being an insider of the Company as defined by the SEC. To date these events have not occurred.

Policy for Approval of Related Party Transactions\n

Our Audit Committee must review and approve any\nrelated person transaction we propose to enter into. Our Audit Committee charter details the policies and procedures relating to transactions\nthat may present actual, potential or perceived conflicts of interest and may raise questions as to whether such transactions are consistent\nwith the best interest of our company and our stockholders. A summary of such policies and procedures is set forth below.

Any potential related party transaction that\nis brought to the Audit Committee’s attention will be analyzed by the Audit Committee, in consultation with outside counsel or\nmembers of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a related party\ntransaction. At its meetings, the Audit Committee will be provided with the details of each new, existing or proposed related party transaction,\nincluding the terms of the transaction, the business purpose of the transaction and the benefits to us and to the relevant related party.\n

In determining whether to approve a related party\ntransaction, the Audit Committee must consider, among other factors, the following factors to the extent relevant:

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whether the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related party;

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whether there are business reasons for us to enter into the transaction;

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whether the transaction would impair the independence of an outside director;

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whether the transaction would present an improper conflict of interest for any director or executive officer; and

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any pre-existing contractual obligations.

Any member of the Audit Committee who has an interest\nin the transaction under discussion must abstain from any voting regarding the transaction, but may, if so requested by the chairman of\nthe Audit Committee, participate in some or all of the Audit Committee’s discussions of the transaction. Upon completion of its\nreview of the transaction, the Audit Committee may determine to permit or to prohibit the transaction.

Our Audit Committee reviews on a quarterly basis all payments that\nwere made to our sponsor, officers or directors, or our or their affiliates.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to\nbe paid to CBIZ CPAs P.C. (formerly Marcum LLP) (“CBIZ CPAs”), for services rendered.

Audit Fees. Audit fees consist of fees\nbilled for professional services rendered for the audit of our year-end financial statements and services that are normally provided by\nCBIZ CPAs in connection with regulatory filings. The aggregate fees to be billed by CBIZ CPAs for professional services rendered for the\naudit of our annual financial statements for the year ended December 31, 2025 and 2024 and interim review of our financial statements\nwere $635,095 and $550,825, respectively. The above amounts include interim procedures and audit fees.

Audit-Related Fees. Audit-related\nservices consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of\nour financial statements and are not reported under “Audit Fees.” These services include attest services that are not required\nby statute or regulation and consultations concerning financial accounting and reporting standards. We paid no fees for audit-related\nservices from CBIZ CPAs for consultations concerning financial accounting and reporting standards for the years ended December 31, 2025\nand 2024.

Tax Fees. We paid no fees to CBIZ CPAs\nfor tax planning and tax advice for the years ended December 31, 2025 and 2024.

All Other Fees. We incurred $0 in other\nfees for services from CBIZ CPAs during the years ended December 31, 2025 and 2024, respectively.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

\n \n \n \n

(a)	The following documents are filed as part of this Report:

\n \n \n \n

(1)	Financial Statements:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID#199)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID#688)	F-3
Balance Sheets	F-4
Statements of Operations	F-5
Statements of Changes in Stockholders’ Equity	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8

\n \n \n \n

(2)	Financial Statement Schedules:

None.

\n \n \n \n

(3)

Exhibits

We hereby file as part of this Report the exhibits\nlisted in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference\nfacilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained\nfrom the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at\nwww.sec.gov.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Description
2.1†		Amended and Restated Membership Interest Purchase Agreement, dated August 28, 2023, by and among Buyer, Seller, and Sponsor (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on August 30, 2023).
2.2		Amendment No. 1 to the Amended and Restated Membership Interest Purchase Agreement, dated November 15, 2023, by and among Buyer, Seller, and Sponsor (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Registrant on November 21, 2023).
2.3		Letter Agreement between Buyer and Seller Re: Settle Up between Parties, dated November 15, 2023 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by the Registrant on November 21, 2023).
2.4		Purchase, Sale, Termination and Exchange Agreement by and among Company, OpCo, SPAC Subsidiary, HNRA Royalties, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 Holdings LLC dated February 10, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registration on February 13, 2025).
2.5		Amendment No. 1 to Purchase, Sale, Termination and Exchange Agreement by and among Company, OpCo, SPAC Subsidiary, EON Energy LLC (f/k/a HNRA Royalties, LLC), Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated June 2, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on June 17, 2025).
2.6		Amendment No. 2 to Purchase, Sale, Termination and Exchange Agreement by and among Company, OpCo, SPAC Subsidiary, EON Energy LLC (f/k/a HNRA Royalties, LLC), Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated June 6, 2025 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Registrant on June 17, 2025).
2.7		Amendment No. 3 to Purchase, Sale, Termination and Exchange Agreement by and among Company, OpCo, SPAC Subsidiary, EON Energy LLC (f/k/a HNRA Royalties, LLC), Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated June 13, 2025 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by the Registrant on June 17, 2025).
2.8		Amendment No. 4 to Purchase, Sale, Termination and Exchange Agreement by and among Company, OpCo, SPAC Subsidiary, EON Energy LLC (f/k/a HNRA Royalties, LLC), Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated September 9, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on September 12, 2025).
3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on November 21, 2023).

3.2		Certificate of Amendment to Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on September 16, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on September 18, 2024).
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on September 18, 2024).
3.4		Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on November 26, 2024).
4.1		Description of Registrant’s Securities (filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on May 3, 2024 and incorporated herein by reference).
4.2		Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by the Registrant on April 15, 2022).
4.3		Warrant issued by EON Resources Inc. to Pryor Cashman LLP, dated October 18, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 21, 2024 and incorporated herein by reference).
10.1		Insider Letter between the Company and each of its executive officers, directors, HNRAC Sponsors LLC and its permitted transferees (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed by the Registrant on April 15, 2022).
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed by the Registrant on April 15, 2022).
10.3		Securities Subscription Agreement (founder shares), dated December 24, 2020, between the Company and HNRAC Sponsors LLC (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed by the Registrant on April 15, 2022).
10.4		Unit Subscription Agreement between the Company and HNRAC Sponsors LLC (private placement units) (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed by the Registrant on April 15, 2022).
10.5		Common Stock Purchase Agreement, dated October 17, 2022, by and between the Company and White Lion Capital, LLC (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed by the Registrant on October 21, 2022).
10.6		Registration Rights Agreement, dated as of October 17, 2022, by and between HNR Acquisition Corp and White Lion Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant on October 21, 2022).
10.7		Amendment No.1 to the Common Stock Purchase Agreement, dated March 7, 2024, by and between the Company and White Lion Capital, LLC (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed by the Registrant on March 7, 2024).
10.8		Amendment No. 2 to Common Stock Purchase Agreement between the Company and White Lion Capital LLC, dated June 17, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Registrant on June 20, 2024).
10.9		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed by the Registrant on December 28, 2021).
10.10+		2023 HNR Acquisition Corp Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed by the Registrant on November 21, 2023).
10.11+		Executive Employment Agreement, dated January 29, 2024, by and between the Company and Mark Williams (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 1, 2024).
10.12+		Separation and Release Agreement, dated December 17, 2023, by and between the Company and Diego Rojas (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed by the Registrant on December 20, 2023).
10.13+		Executive Employment Agreement, dated December 18, 2023, by and between the Company and Dante Caravaggio (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed by the Registrant on December 20, 2023).
10.14+		Employment Agreement, dated December 13, 2023, by and between the Company and Mitchell B. Trotter (incorporated by reference to Exhibit 10.31 to the Company’s Registrant Statement on Form S-1/A filed on August 5, 2024).
10.15+		Employment Agreement, dated December 13, 2023, by and between the Company and David M. Smith (incorporated by reference to Exhibit 10.32 to the Company’s Registrant Statement on Form S-1/A filed on August 5, 2024).
10.16		Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed by the Registrant on January 24, 2025).

10.17		Form of Convertible Note (incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K filed by the Registrant on January 24, 2025).
10.18†		Purchase and Sale Agreement by and among EON Energy, LLC, WPP NM, L.L.C., and Northwest Central, L.L.C., dated June 17, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 23, 2025).
10.19		Master Services Agreement by and between LHO Operating, LLC and Corsair Well Services, LLC, dated June 17, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on June 23, 2025).
10.20		Form of Note issuable to White Lion Capital, LLC pursuant to Note Purchase Agreement dated July 11, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on July 17, 2025).
10.21		Note Purchase Agreement by and between EON Resources Inc. and White Lion Capital, LLC dated July 11, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on July 17, 2025).
10.22†		Conveyance of Overriding Royalty Interest by and between LHO and Investor dated September 9, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on September 12, 2025).
10.23		Agreement Regarding Overriding Royalty Interest by and between LHO and Investor dated September 9, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on September 12, 2025).
10.24†		Joint Development, Leasehold Purchase, and Area of Mutual Interest Agreement by and between LHO and Virtus dated September 9, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on September 12, 2025).
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed by the Registrant on April 16, 2025).
21.1		List of Subsidiaries of EON Resources Inc. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K Filed by the Registrant on September 28, 2026).
23.1*		Consent of Haas and Cobb Petroleum Consultants, LLC
23.2*		Consent of CBIZ CPAs P.C
23.3*		Consent of Marcum LLP
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1		Clawback Policy (incorporated by reference to Exhibit 97.1 on the Annual Report on Form 10-K filed by the Registrant on May 3, 2024).
99.1		Report\n of Haas and Cobb Petroleum Consultants, LLC (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K Filed by\n the Registrant on September 28, 2026).
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

\n \n \n \n \n \n \n \n \n \n \n \n \n

*	Filed herewith.
**	Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.
†	Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
+	Denotes a management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13\nor 15(d) of the Securities Act of 1934, the registrant has duly caused this Amendment No.1 on Form 10-K to be signed on its behalf by\nthe undersigned, thereunto duly authorized.

October 9, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Eon Resources, Inc.

	/s/ Dante Caravaggio
	Name:	Dante Caravaggio
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities\nExchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities\nand on the dates indicated.

Name	Position	Date

/s/\n Dante Caravaggio	Chief Executive Officer, President and Director	October 9,\n 2026
Dante Caravaggio	(Principal Executive Officer)

/s/\n Mitchell B. Trotter	Chief Financial Officer and Director	October 9,\n 2026
Mitchell B. Trotter	(Principal Financial Officer)

/s/\n Mark Williams	Controller and VP Finance and Admin	October 9,\n 2026
Mark Williams	(Principal Accounting Officer)

/s/\n Joseph V. Salvucci, Sr.	Chairman and Director	October 9,\n 2026
Joseph V. Salvucci,\n Sr.

/s/\n Joseph V. Salvucci, Jr.	Director	October 9,\n 2026
Joseph V. Salvucci,\n Jr.

/s/\n Kyle Bulpitt	Director	October 9,\n 2026
Kyle Bulpitt

EON RESOURCES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID#199)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID#688)	F-3
Consolidated Financial Statements:
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Stockholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Report of Independent\nRegistered Public Accounting Firm

To the Stockholders and Board of Directors\nof

EON Resources, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated\nbalance sheet of EON Resources, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations,\nstockholders’ equity (deficit) and cash flows for the year ended December 31, 2025, and the related notes (collectively referred\nto as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the\nfinancial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December\n31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements\nhave been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant\nworking capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its\noperations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in\nregard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might\nresult from the outcome of this uncertainty.

Restatement of December 31, 2025 Financial Statements

As discussed in Note 15 to the consolidated\nfinancial statements, the Company has restated its 2025 consolidated financial statements to correct misstatements.

Basis for Opinion

These financial statements are the responsibility\nof the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We\nare a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required\nto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations\nof the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with\nthe standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the\nfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were\nwe engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal\ncontrol over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to\nassess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that\nrespond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial\nstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as\nevaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor\nsince 2022 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1,\n2024).

Houston, Texas

September 28, 2026, except for the effects of the restatement described\nin Note 15, which is dated October 9, 2026

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM

To the Shareholders and Board of Directors of

EON Resources Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated\nbalance sheet of EON Resources Inc. (f/k/a HNR Acquisition Corp.) (the “Company”) as of December 31, 2024, the related consolidated\nstatements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2024, and the related notes\n(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all\nmaterial respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows\nfor the year in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of\nAmerica.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements\nhave been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant\nworking capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its\noperations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s\nplans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that\nmight result from the outcome of this uncertainty.

Restatement of December 31, 2024 Financial\nStatements

As discussed in Note 14(a) to the 2024 consolidated\nfinancial statements included in the 2024 Form 10-K/A, the Company has restated its 2024 consolidated financial statements to correct\nmisstatements.

Basis for Opinion

These financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our\naudit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)\nand are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable\nrules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor\nfrom 2022 to 2025.

Houston, Texas

April 15, 2025, except for the effects of the restatement described\nin Note 14(a) to the 2024 consolidated financial statements included in the 2024 Form 10-K/A, which is dated April 24, 2026

F-3

EON RESOURCES INC

CONSOLIDATED BALANCE SHEETS

	December 31, 2025			December 31, 2024
	(As Restated)
ASSETS
Cash and cash equivalents	$	375,036			$	2,971,558
Accounts receivable
Crude Oil and natural gas sales		1,405,032				1,777,846
Other		32,911				4,418
Short-term derivative instrument asset		63,334				106,397
Prepaid expenses and other current assets		1,199,129				298,886
Total current assets		3,075,442				5,159,105
Crude oil and natural gas properties, successful efforts method:
Proved Properties		90,443,361				100,285,138
Accumulated depreciation, depletion,\n and amortization		(4,951,565	)			(2,759,226	)
Total oil and natural gas properties, net		85,491,796				97,525,912
Other property, plant and equipment, net		20,000				20,000
Other noncurrent assets		1,891,348				-
TOTAL ASSETS	$	90,478,586			$	102,705,017

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	8,351,450			$	8,870,324
Accounts payable – related parties		107,782				445,349
Accrued liabilities and other		9,821,912				7,923,613
Revenue and royalties payable		5,028,415				3,191,171
Revenue and royalties payable - Related Parties		-				132,563
Deferred underwriting fee payable		-				1,065,000
Current portion of related party notes payable, net of discount		-				3,556,750
Current portion of warrant liability		-				5,681,849
Current portion of long term debt		1,617,337				5,524,160
Total current liabilities		24,926,896				36,390,779
Long-term debt, net of current portion and discount		-				33,286,385
Related party notes payable		200,000				-
Convertible note liability		811,486				891,364
Convertible note liability, related party		1,250,000				-
Derivative liability		407,366				-
Derivative liability, related party		2,309,000				2,650,000
Deferred tax liability		4,830,392				2,692,733
Asset retirement obligations		1,281,147				1,049,285
Other liabilities		675,000				675,000
Total non-current liabilities		11,764,391				41,244,767
Total liabilities		36,691,287				77,635,546

Commitments and Contingencies

Redeemable common stock, $0.0001 par value; 400,000 shares outstanding subject to redemption at $15.00 per share as of December 31, 2025 and 2024, respectively		800,000				800,000

Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 authorized shares, 0 shares issued and outstanding at December 31, 2025 and 2024, respectively		-				-
Class A Common stock, $0.0001 par value; 100,000,000 authorized shares, 51,740,701 and 9,923,205 shares issued and outstanding at December 31, 2025 and 2024, respectively		5,173				992
Class B Common stock, $0.0001 par value; 20,000,000 authorized shares, 0 and 500,000 shares issued and outstanding at December 31, 2025 and 2024, respectively		-				50
Additional paid in capital		87,118,006				30,512,043
Accumulated deficit		(34,135,880	)			(26,669,798	)
Total stockholders’ equity attributable\n to Eon Resources, Inc.		52,987,299				3,843,287
Noncontrolling interest		-				20,426,184
Total stockholders’ equity		52,987,299				24,269,471
Total liabilities,\n MEZZANINE EQUITY and stockholders’ equity	$	90,478,586			$	102,705,017

The accompanying notes are an integral part of\nthese consolidated financial statements.

F-4

EON RESOURCES INC

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31, \n 2025			Year Ended December 31, \n 2024
	(As Restated)
Revenues
Crude oil	$	15,621,918			$	19,298,698
Natural gas and natural gas liquids		268,440				483,486
Gain (loss) on derivative instruments, net		663,010				(850,374	)
Other revenue		383,196				487,109
Total revenues		16,936,564				19,418,919
Expenses
Production taxes, transportation and processing		1,626,360				1,715,792
Lease operating		10,274,781				8,614,080
Depletion, depreciation and amortization		3,170,092				2,407,098
Accretion of asset retirement obligations		46,426				144,988
General and administrative		12,080,450				10,381,095
Total expenses		27,198,109				23,263,053
Operating income (loss)		(10,261,545	)			(3,844,134	)
Other Income (expenses)
Change in fair value of warrant liability		(152,490	)			(804,004	)
Change in fair value of convertible note liability		(131,677	)			(192,744	)
Change in fair value of FPA liability		-				561,099
Change in fair value of derivative liability		(2,070,278	)			-
Change in fair value of derivative liability, related party		341,000				(746,000	)
Amortization of debt discount		(1,475,191	)			(2,361,627	)
Interest expense		(4,892,170	)			(7,643,200	)
Interest income		49,700				58,793
Gain on extinguishment of liabilities		540,347				1,638,138
Gain/Loss on sale of assets		13,379,040				-
Other Income (expense)		201				36,989
Total other income\n (expenses)		5,588,482				(9,452,556	)
Loss before income taxes		(4,673,063	)			(13,296,690	)
Income tax (provision) benefit		(2,821,554	)			3,470,407
Net income (loss)		(7,494,617	)			(9,826,283	)
Net (income) loss attributable to noncontrolling\n interests		28,535				1,697,604
Net income (loss) attributable to EON\n Resources, Inc.	$	(7,466,082	)		$	(8,128,679	)

Weighted average share outstanding,\n common stock - basic and diluted		31,191,907				6,477,052
Net income (loss) per share of common\n stock – basic and diluted	$	(0.24	)		$	(1.25	)

The accompanying notes are an integral part of\nthese consolidated financial statements.

F-5

EON RESOURCES INC

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’\nEQUITY

															Total
															Stockholders’
	Class\n A		Class\n B			Additional			Equity\n \n Attributable \n to Eon						Total
	Common\n Stock		Common\n Stock			Paid-In	Accumulated		Resources			Noncontrolling			Stockholders’
	Shares		Amount			Shares	Amount		Capital			deficit			Inc.		Interest		Equity
Balance\n – December 31, 2023		4,835,131			484		1,800,000			180			$	15,517,896			(18,541,119	)		(3,022,559	)		30,924,788			27,902,229
Share-based\n compensation		848,074			84		-			-				2,778,907			-			2,778,991			-			2, 778,991
Shares\n issued under equity line of credit		2,230,000			223		-			-				2,628,111			-			2,628,334			-			2,628,334
Class\n B exchanged for Class A		1,300,000			130		(1,300,000	)		(130	)			8,801,000			-			8,801,000			(8,801,000	)		-
Shares\n issued to settle FPA		450,000			45		-			-				449,955			-			450,000			-			450,000
Shares\n issued to settle accounts payable		260,000			26		-			-				336,174			-			336,200			-			336,200
Net\n loss		-			-		-			-				-			(8,128,679	)		(8,128,679	)		(1,697,604	)		(9,826,283	)
Balance\n – December 31, 2024		9,923,205		$	992		500,000		$	50			$	30,512,043		$	(26,669,798	)	$	3,843,287		$	20,426,184		$	24,269,471
Shares\n issued under equity line of credit		14,770,000			1,477		-			-				8,500,775			-			8,502,252			-			8,502,252
Share-based\n compensation		1,783,668			178		-			-				1,154,212			-			1,154,390			-			1,154,390
Class\n B exchanged for Class A		500,000			50		(500,000	)		(50	)			3,385,000			-			3,385,000			(3,385,000	)		-
Shares\n issued for conversion of notes payable		21,120,163			2,112		-			-				8,483,316			-			8,485,428			-			8,485,428
Shares\n issued for buyout of non-controlling interest		1,500,000			150		-			-				17,012,499			-			17,012,649			(17,012,649	)		-
Shares\n issued to settle accounts payable		143,665			14		-			-				94,343			-			94,357			-			94,357
Shares\n issued for acquisition of oil and gas equipment		1,000,000			100		-			-				547,500			-			547,600			-			547,600
Shares\n issued for acquisition of oil and gas leases		1,000,000			100		-			-				547,500			-			547,600			-			547,600
Derivative\n liability conversion to common stock		-			-		-			-				3,440,412			-			3,440,412			-			3,440,412
Capital\n Contribution for related party debt extinguishment		-			-		-			-				13,440,406			-			13,440,406			-			13,440,406
Net\n loss (As Restated)		-			-		-			-				-			(7,466,082	)		(7,466,082	)		(28,535	)		(7,494,617	)
Balance\n – December 31, 2025 (As Restated)		51,740,701		$	5,173		-		$	-			$	87,118,006		$	(34,135,880	)	$	52,987,299		$	-		$	52,987,299

The accompanying notes are an integral part of\nthese consolidated financial statements.

F-6

EON RESOURCES INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year\n Ended December 31, \n 2025			Year\n Ended December 31, \n 2024
	(As\n Restated)
Operating\n activities:
Net\n income (loss)	$	(7,494,617	)		$	(9,826,283	)
Adjustments\n to reconcile net income to net cash provided by operating activities:
Depreciation,\n depletion, and amortization expense		3,170,092				2,407,098
Accretion\n of asset retirement obligations		46,426				144,988
Equity-based\n compensation		1,067,140				2,778,991
Deferred\n income tax provision (benefit)		2,137,659				(3,470,407	)
Amortization\n of debt issuance costs		1,475,191				2,361,627
Gain\n on extinguishment of liabilities		(540,347	)			(1,638,138	)
Change\n in fair value of unsettled hedging derivatives		43,063				361,290
Change\n in fair value of convertible note liability		131,677				192,744
Change\n in fair value of warrant liability		152,490				804,004
Change\n in fair value of derivative liability		2,070,278				-
Change\n in fair value of derivative liability, related party		(341,000	)			746,000
Change\n in fair value of forward purchase agreement		-				(561,099	)
Loss\n on put option liability		-				-
Gain\n on sale of Oil and Gas properties		(13,379,040	)			-
Changes\n in operating assets and liabilities:
Accounts\n receivable		344,321				411,240
Prepaid\n expenses and other assets		(481,643	)			423,116
Purchase\n of plugging and abandonment insurance bonds		(1,891,348	)			-
Accounts\n payable		(458,308	)			3,024,413
Accounts\n payable – related parties		(337,567	)			(316,651	)
Accrued\n liabilities and other		4,935,434				3,018,930
Royalties\n payable		1,837,244				2,729,398
Royalties\n payable, related party		(132,563	)			109,425
Net\n cash (used in) provided by operating activities		(7,645,418	)			3,700,686
Investing\n activities:
Development\n of crude oil and gas properties		(6,563,949	)			(3,555,062	)
Purchases\n of oil and gas properties		(13,675,000	)			-
Purchases\n of other equipment		-				(20,000	)
Proceeds\n from Sale of ORRI on leasehold		45,500,000				-
Net\n cash provided by (used in) investing activities		25,261,051				(3,575,062	)
Financing\n activities:
Proceeds\n from issuance of convertible debt		561,120				-
Repayments\n of long-term debt		(29,215,898	)			(3,984,286	)
Proceeds\n of short-term notes payable		3,312,550				1,298,200
Repayment\n of short-term notes payable		(3,572,179	)			(989,018	)
Proceeds\n from related party notes payable		-				450,000
Repayment\n of related party notes payable		-				(62,750	)
Proceeds\n from sale of common stock		8,502,252				2,628,334
Proceeds\n from related party loans		200,000				-
Net\n cash used in financing activities		(20,212,155	)			(659,520	)
Net\n change in cash and cash equivalents		(2,596,522	)			(533,896	)
Cash\n and cash equivalents at beginning of period		2,971,558				3,505,454
Cash\n and cash equivalents at end of period	$	375,036			$	2,971,558

Cash\n paid during the period for:
Interest\n on debt	$	3,345,169			$	6,146,139
Income\n taxes	$	-			$	-
Amounts\n included in the measurement of operating lease liabilities	$	-			$	-
Supplemental\n disclosure of non-cash investing and financing activities:
Shares\n issued for acquisition of O&G Lease	$	547,600			$	-
Accrued\n purchases of property and equipment at period end	$	308,700			$	2,540,703
Shares\n issued for prepaid O&G equipment	$	547,600			$	-
Class\n B exchanged for Class A	$	3,385,000			$	8,801,000
Establishment\n of ARO liability for new lease	$	130,076			$	-
Capitalization\n of additional ARO Liability for changes in future cash flows	$	55,360			$	-
Shares\n issued for conversion of notes payable	$	8,485,428			$	-
Shares\n issued for buyout of NCI	$	17,012,649			$	-
Capital\n Contribution for related party extinguishment	$	13,440,406			$	-
Derivative\n liability converted to common stock	$	3,440,412			$	-
Derivative\n liability added as debt discount on issuance of new convertible notes payable	$	171,561			$	-

The accompanying notes are an integral part of\nthese consolidated financial statements.

F-7

EON RESOURCES INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS\nOPERATIONS

Organization and General

EON Resources, Inc., (the “Company”)\nwas incorporated in Delaware on December 9, 2020. The Company was a blank check company formed for the purpose of effecting a merger,\ncapital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses\n(the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of\nthe Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups\nAct of 2012 (the “JOBS Act”).

The registration statement for the Company’s\nIPO was declared effective on February 10, 2022 (the “Effective Date”). On February 15, 2022, the Company consummated the\nIPO of 7,500,000 units (the “Units” and, with respect to the common stock included in the Units sold, the “Public Shares”),\nat $10.00 per Unit. Additionally, the underwriter fully exercised its option to purchase 1,125,000 additional Units. Simultaneously with\nthe closing of the IPO, the Company consummated the sale of 505,000 units (the “Private Placement Units”) at a price of $10.00\nper unit generating proceeds of $5,050,000 in a private placement to HNRAC Sponsors, LLC, the Company’s sponsor (the “Sponsor”)\nand EF Hutton (formerly Kingswood Capital Markets) (“EF Hutton”).

The Sponsor and other parties, purchased, in the\naggregate, 505,000 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement\nwhich included a share of common stock and warrant to purchase three quarters of one share of common stock at an exercise price of $11.50\nper share, subject to certain adjustments (“Private Placement Warrants” and together, the “Private Placement”)\nthat occurred immediately prior to the Public Offering.

Effective November 15,\n2023, the Company completed its business combination. Through its subsidiary Pogo Resources, LLC, a Texas limited liability Company (“Pogo”\nor “Pogo Resources”) and its subsidiary LH Operating, LLC, a Texas limited liability company “(“LHO”), the\nCompany is an independent oil and natural gas company focused on the acquisition, development, exploration, and production of oil and\nnatural gas properties in the Permian Basin. The Permian Basin is located in west Texas and southeastern New Mexico and is characterized\nby high oil and liquids-rich natural gas content, multiple vertical and horizontal target horizons, extensive production histories, long-lived\nreserves and historically high drilling success rates. The Company’s properties are in the Grayburg-Jackson Field (“GJF”)\nin Eddy County, New Mexico, and the South Justis Field (“SJF”) in Lea County, New Mexico, which are both sub-areas of the\nPermian Basin. The Company focuses exclusively on vertical development drilling.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act\nof 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise\ntax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries\nof publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation\nitself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value\nof the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations\nare permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the\nsame taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)\nhas been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs\nafter December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether\nand to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise\nwould depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business\nCombination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”\nor other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination\nbut issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.\nIn addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment\nof the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business\nCombination and in the Company’s ability to complete a Business Combination.

F-8

On May 11, 2023, in connection with the stockholder\nvote for the amendment to the Company’s certificate of incorporation, a total of 4,115,597 Public Shares for an aggregate redemption\namount of $43,318,207 were redeemed from the Trust Account by the stockholders of the Company. On November 15, 2023, a total of 3,323,707\nPublic Shares were redeemed for an aggregate redemption amount of $12,346,791. As a result of these redemptions of common stock, the Company\nrecognized an estimated liability for the excise tax of $474,837, included in Accrued liabilities and other on the Company’s\nconsolidated balance sheet pursuant to the 1% excise tax under the IR Act partially offset by issuance of common stock subsequent to the\nredemptions. The liability does not impact the consolidated statements of operations and is offset against accumulated deficit, and had\na balance of $474,837 as of December 31, 2025 and 2024, included in Accrued Liabilities and Other on the Company’s consolidated\nbalance sheets.

Going Concern Considerations

At December 31, 2025, the Company had $375,036\nin cash and a working capital deficit of $21,851,454. These conditions raise substantial doubt about the Company’s ability to continue\nas a going concern within one year after the date that the financial statements are issued. The Company had negative cash flow from operations\nof $7,645,418 for the year ended December 31, 2025, and positive cash flows from operations of $3,700,686 for the year ended December\n31, 2024. Additionally, management plans to alleviate this substantial doubt in the future by improving profitability through streamlining\ncosts, maintaining active hedge positions for its proven reserve production, and the issuance of additional shares of Class A Common\nStock under the Common Stock Purchase Agreement. The Company has a three-year Common Stock Purchase Agreement with a maximum funding\nlimit of $150,000,000 that can fund the Company operations and production growth, and be used to reduce liabilities of the Company. During\nthe year ended December 31, 2025, Company issued 14,770,000 shares under the Common Stock Purchase Agreement in exchange for cash proceeds\nof $8,502,252. As of December 31, 2025 and as of the date of this filing, the substantial doubt about the Company’s ability to\ncontinue as a going concern has not been alleviated. The financial statements do not include any adjustments that might result from the\noutcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT\nACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented\nin U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)\nand pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements\ninclude the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated\nin consolidation.

Segments Reporting

The Company manages its operations as a single\nsegment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”)\nis its chief executive officer. The Company has one reportable operating segment, its oil and gas operations which derives its revenue\nfrom the sale of oil and gas products. The CODM uses net income from operations to evaluate and make key operating decisions. The information\nregularly provided to the CODM on the segment’s revenues and significant expenses aligns with the categories presented in the Consolidated\nStatements of Operations. Furthermore, the segment’s assets are reported on the Consolidated Balance Sheets as total assets. All\nsignificant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its\nreporting segment.

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts\nemerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that\nis, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered\nunder the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards.\nThe JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply\nto non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended\ntransition period which means that when a standard is issued or revised and it has different application dates for public or private companies,\nthe Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised\nstandard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither\nan emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible\nbecause of the potential differences in accounting standards used.

F-9

Net Income (Loss) Per Share:

Net income (loss) per share of common stock is\ncomputed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding\nduring the period, excluding shares of common stock subject to forfeiture.

The Company’s Class B Common Stock does\nnot have economic rights to the undistributed earnings of the Company, and are not considered participating securities under ASC 260.\nAs such, they are excluded from the calculation of net income (loss) per common share.

The Company has not considered the effect of the\nwarrants sold in the Initial Public Offering and private placement warrants to purchase an aggregate of 6,847,500 shares, warrants\nto purchase 1,200,000 issued to a vendor, options to purchase an aggregate of 235,000 shares, or 7,047,184 shares issuable upon the conversion\nof the outstanding convertible notes in the calculation of diluted income per share for the year ended December 31, 2025 since the effect\nof those instruments would be anti-dilutive. The Company has not considered the effect of the warrants sold in the Initial Public Offering\nto purchase an aggregate of 6,847,500 shares, warrants to purchase 4,188,000 shares issued in connection with Private Notes\nPayable, warrants to purchase 1,200,000 issued to a vendor, and options to purchase an aggregate of 235,000 shares in the calculation\nof diluted income per share for the year ended December 31, 2024 since the effect of those instruments would be anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity\nwith GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities\nand disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses\nduring the reporting period. Significant estimates and assumptions reflected in the financial statements include: i) estimates of proved\nreserves of oil and natural gas, which affect the calculation of depletion, depreciation, and amortization (“DD&A”) and\nimpairment of proved oil and natural gas properties, ii) impairment of undeveloped properties and other assets; and iii) the valuation\nof commodity and other derivative financial instruments. These estimates are based on information available as of the date of the financial\nstatements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different\nconditions. Future production may vary materially from estimated oil and natural gas proved reserves. Actual future prices may vary significantly\nfrom price assumptions used for determining proved reserves and for financial reporting.

Cash

The Company considers all cash on hand, depository\naccounts held by banks, money market accounts and investments with an original maturity of three months or less to be cash equivalents.\nThe Company’s cash and cash equivalents are held in financial institutions in amounts that exceed the insurance limits of the Federal\nDeposit Insurance Corporation. The Company believes its counterparty risks are minimal based on the reputation and history of the institutions\nselected.

Accounts Receivable

Accounts receivable consist\nof receivables from crude oil and natural gas purchasers and are generally uncollateralized. Accounts receivables are typically due within\n30 to 60 days of the production date and 30 days of the billing date and are stated at amounts due from purchasers and industry\npartners. Amounts are considered past due if they have been outstanding for 60 days or more. No interest is typically charged on\npast due amounts.

The Company reviews its\nneed for an allowance for doubtful accounts on a periodic basis and determines the allowance, if any, by considering the length of time\npast due, previous loss history, future net revenues associated with the debtor’s ownership interest in oil and natural gas properties\noperated by the Company and the debtor’s ability to pay its obligations, among other things. The Company believes its accounts receivable\nare fully collectible. Accordingly, no allowance for doubtful accounts has been provided.

F-10

As of December 31,\n2025 and 2024, the Company had approximately 100% and 99% of accounts receivable with two customers, respectively.

Crude Oil and Natural\nGas Properties

The Company accounts\nfor its crude oil and natural gas properties under the successful efforts method of accounting. Under this method, costs of proved developed\nproducing properties, successful exploratory wells and developmental dry hole costs are capitalized. Internal costs that are directly\nrelated to acquisition and development activities, including salaries and benefits, are capitalized. Internal costs related to production\nand similar activities are expensed as incurred. Capitalized costs are depleted by the unit-of-production method based on estimated proved\ndeveloped producing reserves. The Company calculates quarterly depletion expense by using the estimated prior period-end reserves as the\ndenominator. The process of estimating and evaluating crude oil and natural gas reserves is complex, requiring significant decisions in\nthe evaluation of available geological, geophysical, engineering, and economic data. The data for a given property may also change substantially\nover time because of numerous factors, including additional development activity, evolving production history and a continual reassessment\nof the viability of production under changing economic conditions. As a result, revisions in existing reserve estimates occur. Capitalized\ndevelopment costs of producing oil and natural gas properties are depleted over proved developed reserves and leasehold costs are depleted\nover total proved reserves. Upon the sale or retirement of significant portions of or complete fields of depreciable or depletable property,\nthe net book value thereof, less proceeds or salvage value, is recognized as a gain or loss.

Exploration costs, including\ngeological and geophysical expenses, seismic costs on unproved leaseholds and delay rentals are expensed as incurred. Exploratory well\ndrilling costs, including the cost of stratigraphic test wells, are initially capitalized, but charged to expense if the well is determined\nto be economically nonproductive. The status of each in-progress well is reviewed quarterly to determine the proper accounting treatment\nunder the successful efforts method of accounting. Exploratory well costs continue to be capitalized so long as the Company has identified\na sufficient quantity of reserves to justify completion as a producing well, is making sufficient progress assessing reserves with economic\nand operating viability, and the Company remains unable to make a final determination of productivity.

If an in-progress exploratory\nwell is found to be economically unsuccessful prior to the issuance of the financial statements, the costs incurred prior to the end of\nthe reporting period are charged to exploration expense. If the Company is unable to make a final determination about the productive status\nof a well prior to issuance of the financial statements, the costs associated with the well are classified as suspended well costs until\nthe Company has had sufficient time to conduct additional completion or testing operations to evaluate the pertinent geological and engineering\ndata obtained. At the time the Company can make a final determination of a well’s productive status, the well is removed from suspended\nwell status and the resulting accounting treatment is recorded.

Impairment of Oil\nand Gas Properties

Proved oil and natural\ngas properties are reviewed for impairment quarterly and when events and circumstances indicate a possible decline in the recoverability\nof the carrying amount of such property. The Company estimates the expected future cash flows of its oil and natural gas properties and\ncompares the undiscounted cash flows to the carrying amount of the oil and natural gas properties, on a field-by-field basis, to determine\nif the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will write\ndown the carrying amount of the oil and natural gas properties to estimated fair value. Risk-adjusted probable and possible reserves may\nbe taken into consideration when determining estimated future net cash flows and fair value when such reserves exist and are economically\nrecoverable. Due to the unavailability of relevant comparable market data, a discounted cash flow method is used to determine the fair\nvalue of proved properties. Significant unobservable inputs (Level 3) utilized in the determination of discounted future net cash flows\ninclude future commodity prices adjusted for differentials, forecasted production based on decline curve analysis, estimated future operating\nand development costs, property ownership interests, and a 10% discount rate. At December 31, 2025, the Company’s commodity price\nassumptions were based on forward NYMEX strip prices through year-end 2030 and were then escalated at 3% per year thereafter. Operating\ncost assumptions were based on current costs escalated at 3% per year beginning in 2027.

Unobservable inputs to\nthe Company’s fair value assessments are reviewed and revised as warranted based on a number of factors, including reservoir performance,\nnew drilling, crude oil and natural gas prices, changes in costs, technological advances, new geological or geophysical data, or other\neconomic factors. Fair value measurements of proved properties are reviewed and approved by certain members of the Company’s management.

For the years ended December 31, 2025 and 2024,\nestimated future net cash flows were determined to be in excess of cost basis, and therefore no impairments were recorded for the Company’s\nproved crude oil and natural gas properties.

Asset Retirement Obligations

The Company recognizes\nthe fair value of an asset retirement obligation (“ARO”) in the period in which it is incurred if a reasonable estimate of\nfair value can be made. The asset retirement obligation is recorded as a liability at its estimated present value, with an offsetting\nincrease recognized in oil and natural gas properties on the consolidated balance sheets. Periodic accretion of the discounted value of\nthe estimated liability is recorded as an expense in the consolidated statements of operations.

F-11

Other Property and\nEquipment, net

Other property and equipment\nare recorded at cost. Other property and equipment are depreciated over its estimated useful life on a straight-line basis. The Company\nexpenses maintenance and repairs in the period incurred. Upon retirements or dispositions of assets, the cost and related accumulated\ndepreciation are removed from the consolidated balance sheet with the resulting gains or losses, if any, reflected in operations.

Materials and supplies\nare stated at the lower of cost or market and consist of oil and gas drilling or repair items such a tubing, casing, and pumping units.\nThese items are primarily acquired for use in future drilling or repair operations and are carried at lower of cost or market.

The Company reviews its\nlong-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be\nrecoverable. If such assets are considered impaired, the impairment to be recorded is measured by the amount by which the carrying amount\nof the asset exceeds its estimated fair value. The estimated fair value is determined using either a discounted future cash flow model\nor another appropriate fair value method.

Commodity Derivative\nInstruments

The Company uses derivative\nfinancial instruments to mitigate its exposure to commodity price risk associated with oil prices. The Company’s derivative financial\ninstruments are recorded on the consolidated balance sheets as either an asset or a liability measured at fair value. The Company has\nelected not to apply hedge accounting for its existing derivative financial instruments, and as a result, the Company recognizes the change\nin derivative fair value between reporting periods currently in its consolidated statements of operations. The fair value of the Company’s\nderivative financial instruments is determined using industry-standard models that consider various inputs including: (i) quoted\nforward prices for commodities, (ii) time value of money and (iii) current market and contractual prices for the underlying\ninstruments, as well as other relevant economic measures. Realized gains and losses from the settlement of derivative financial instruments\nand unrealized gains and unrealized losses from valuation changes in the remaining unsettled derivative financial instruments are reported\nin a single line item as a component of revenues in the consolidated statements of operations. Cash flows from derivative contract settlements\nare reflected in operating activities in the accompanying consolidated statements of cash flows. See Note 4 for additional information\nabout the Company’s derivative instruments.

The Company’s credit\nrisk related to derivatives is a counterparties’ failure to perform under derivative contracts owed to the Company. The Company\nuses credit and other financial criteria to evaluate the credit standing of, and to select, counterparties to its derivative instruments.\nAlthough the Company does not obtain collateral or otherwise secure the fair value of its derivative instruments, associated credit risk\nis mitigated by the Company’s credit risk policies and procedures.

The Company has entered into International Swap Dealers Association Master Agreements (“ISDA Agreements”) with its derivative\ncounterparty. The terms of the ISDA Agreements provide the Company and the counterparty with rights of set off upon the occurrence of\ndefined acts of default by either the Company or a counterparty to a derivative, whereby the party not in default may set off all derivative\nliabilities owed to the defaulting party against all derivative asset receivables from the defaulting party.

Product Revenues

The Company accounts\nfor sales in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.\nRevenue is recognized when the Company satisfies a performance obligation in an amount reflecting the consideration to which it expects\nto be entitled. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying\nthe contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price;\n(4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance\nobligation is satisfied.

The Company enters into\ncontracts with customers to sell its oil and natural gas production. Revenue from these contracts is recognized when the Company’s\nperformance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the oil and natural\ngas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody,\n(ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar\nrights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company\nexpects to receive in accordance with the price specified in the contract. Consideration under oil and natural gas marketing contracts\nis typically received from the purchaser one to two months after production.

Most of the Company’s\noil marketing contracts transfer physical custody and title at or near the wellhead or a central delivery point, which is generally when\ncontrol of the oil has been transferred to the purchaser. The majority of the oil produced is sold under contracts using market-based\npricing, which price is then adjusted for differentials based upon delivery location and oil quality. To the extent the differentials\nare incurred at or after the transfer of control of the oil, the differentials are included in oil revenues on the statements of operations,\nas they represent part of the transaction price of the contract. If other related costs are incurred prior to the transfer of control\nof the oil, those costs are included in production taxes, transportation and processing expenses on the Company’s consolidated statements\nof operations, as they represent payment for services performed outside of the contract with the customer.

F-12

The Company’s natural\ngas is sold at the lease location. Most of the Company’s natural gas is sold under gas purchase agreements. Under the gas purchase\nagreements, the Company receives a percentage of the net production from the sale of the natural gas and residue gas, less associated\nexpenses incurred by the buyer.

The Company does not\ndisclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical expedient in\naccordance with ASC 606. The expedient, as described in ASC 606-10-50-14(a), applies to variable consideration that is recognized\nas control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future\nvolumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required.

Customers

The Company sold 100%\nof its crude oil and natural gas production to four and two customers for the years ended December 31, 2025, and 2024, respectively.\nInherent to the industry is the concentration of crude oil, natural gas and natural gas liquids (“NGLs”) sales to a limited\nnumber of customers. This concentration has the potential to impact the Company’s overall exposure to credit risk in that its customers\nmay be similarly affected by changes in economic and financial conditions, commodity prices or other conditions. Given the liquidity in\nthe market for the sale of hydrocarbons, the Company believes the loss of any single purchaser, or the aggregate loss of several purchasers,\ncould be managed by selling to alternative purchasers in the operating areas.

Warranty Obligations

The Company provides\nan assurance-type warranty that guarantees its products comply with agreed-upon specifications. This warranty is not sold separately and\ndoes not convey any additional goods or services to the customer; therefore, the warranty is not considered a separate performance obligation.\nAs the Company typically incurs minimal claims under the warranties, no liability is estimated at the time goods are delivered, but rather\nat the point of a claim.

Other Revenue

Other revenue is generated\nfrom the fees the Company charges a single customer for the disposal of water, saltwater, brine, brackish water, and other water (collectively,\n“Water”) into the Company’s water injection system. Revenue recognized under the agreement is variable in nature and\nprimarily based on the volume of Water accepted during the period.

Convertible Instruments

The Company reviews the terms of convertible debt\nand equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion\noptions that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the\nconvertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated,\nthe bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible\ndebt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative\ninstrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that\nare to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated\nto the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments\nthemselves, usually resulting in those instruments being recorded at a discount from their face amount.

Warrant Liabilities

The Company accounts for warrants as either equity-classified\nor liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance\nin Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 480, Distinguishing Liabilities from\nEquity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants\nare freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants\nmeet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s\nown common stock, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as\nof each subsequent quarterly period end date while the warrants are outstanding.

In accordance with Accounting\nStandards Codification ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, the warrants issued in connection\nwith the Private Notes Payable do not meet the criteria for equity classification due to the redemption right whereby the holder may require\nthe Company to settle the warrant in cash 18 months after the closing of the MIPA, and must be recorded as liabilities. The warrants are\nmeasured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes\nin fair value recognized in the statements of operations in the period of change.

F-13

Put Option Right Valuation

The Company has determined that the Put Option\nRight is a derivative liability required to be bifurcated from its host instrument. This liability was recorded as a liability at fair\nvalue on the consolidated balance sheet as of the reporting date in accordance with ASC 815. The fair value of the liability was estimated\nusing a Monte-Carlo Simulation in a risk-neutral framework. Specifically, the future stock price is simulated assuming a Geometric Brownian\nMotion (“GBM”). For each simulated path, the forward purchase value is calculated based on the estimated term to exercise\nand then discounted back to present. Finally, the value of the Put Option Right is calculated as the average present value over all simulated\npaths.

Concentration of Credit Risk:

Financial instruments that potentially subject\nthe Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal\nDepository Insurance Coverage (“FDIC”) of $250,000. As of December 31, 2025, the Company’s cash balances exceeded the\nFDIC limit by approximately $102,000. At December 31, 2025 the Company had not experienced losses on this account and management believes\nthe Company is not exposed to significant risks on such account.

Income Taxes

The Company follows the asset and liability method\nof accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized\nfor the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets\nand liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply\nto taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred\ntax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation\nallowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold\nand a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in\na tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing\nauthorities. There were no unrecognized tax benefits as of December 31, 2025 and 2024. The Company recognizes accrued interest and penalties\nrelated to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December\n31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals,\nor material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

Adopted

In December 2023, the Financial Accounting Standards\nBoard (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures.\nUnder this ASU, entities must disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information\nfor reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires entities to disclose additional\ninformation about income taxes paid. ASU 2023-09 is effective for financial statements for annual periods beginning after December\n15, 2024, and can be applied on a prospective basis with an option to apply the standard retrospectively. The Company adopted the ASU\neffective January 1, 2025 on a retrospective basis with no material impact to the Company’s consolidated financial statements.

Not Yet Adopted

In November of 2024, the FASB issued ASU 2024-03,\nIncome Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation\nof Income Statement Expenses. Under this ASU entities must disclose for interim and annual reporting periods, in the notes to financial\nstatements, additional information about specific expense categories. The amendments in this update are effective for annual reporting\nperiods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Entities are permitted to\napply either the prospective or retrospective transition methods. The Company is currently evaluating the impact of adopting this guidance\non the consolidated financial statements and the notes to consolidated financial statements.

F-14

In July 2025, the FASB issued Accounting Standards Update\n2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract\nAssets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating\nexpected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue\nfrom Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it\nhas applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the\nremaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting\nperiods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required\nto apply the amendments prospectively. The Company is currently evaluating the impact of ASU 2025-05 on its financial statements\nand disclosures.

Other than described above, management does not\nbelieve that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect\non the Company’s consolidated financial statements.

NOTE 3 — OIL AND GAS PROPERTIES

Net capitalized costs related to the Company’s\noil and gas producing activities at December 31, 2025 and December 31, 2024 are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31,			December 31,
	2025			2024
	(As Restated)

Leasehold cost	$	75,874,552			$	89,612,354
Intangibles		9,542,668				6,336,922
Lease and well equipment		3,947,471				3,442,627
Capitalized asset retirement obligation		1,078,670				893,235
Total oil and gas properties, successful efforts method		90,443,361				100,285,138
Accumulated depreciation, depletion, and amortization		(4,951,565	)			(2,759,226	)
Oil and gas properties, net	$	85,491,796			$	97,525,912

Pogo Royalty Purchase, Sale, Termination\nand Exchange

As previously reported, on February 10, 2025,\nthe Company entered into a Purchase, Sale, Termination and Exchange Agreement (the “PSTE Agreement”), by and among the Company,\nEON Upstream (f/k/a HNRA Upstream, LLC), which is managed by, and is a subsidiary of, the Company (“OpCo”), EON Partner, Inc.\n(f/k/a HNRA Partner, Inc.), which is a wholly owned subsidiary of OpCo (“SPAC Subsidiary”), EON Energy, LLC (f/k/a HNRA Royalties,\nLLC), which is a wholly owned subsidiary of the Company (“EON Energy”), CIC Pogo LP (“CIC”), DenCo Resources,\nLLC (“DenCo”), Pogo Resources Management, LLC (“Pogo Management”), 4400 Holdings, LLC (“4400”), and\nPogo Royalty, LLC (“Pogo Royalty”). Pursuant to the PSTE Agreement, the Company agreed to purchase a 10% overriding royalty\ninterest in existing leases and wells in the Grayburg Jackson Field (“GJF”) (the “Pogo ORRI”) from Pogo Royalty\nfor $13,500,000 (the “Pogo ORRI Purchase Price”), payable in cash at the closing of the transactions contemplated by the PSTE\nAgreement (the “PTSE Closing”). In addition, at the PTSE Closing, Pogo Royalty agreed to waive all outstanding interest accrued\nunder the promissory note in the aggregate principal amount of $15,000,000 issued to Pogo Royalty (the “Seller Note”), reduce\nthe outstanding principal amount of the Seller Note to $7,000,000, and settle and discharge the Seller Note in exchange for the payment\nof $7,000,000 in cash (See Note 5). Pogo Royalty further agreed to assign and transfer the 1,500,000 preferred units of OpCo (the “OpCo\nPreferred Units”), which were convertible into Class B common units of OpCo on November 15, 2025 at a ratio equal to the quotient\nof $20 divided by the average of the daily VWAP of the Company’s Class A Common Stock, $0.0001 per share (“Class A Common\nStock”), during the five trading days prior to conversion, and thereafter were exchangeable for shares of Class A Common Stock on\na one-to-one basis, to OpCo in exchange for the issuance by the Company of 1,500,000 shares of Class A Common Stock (the “Share\nConsideration”) at the PTSE Closing.

On September 9, 2025, the Company entered into\nan Amendment No. 4 to the PSTE Agreement (“Amendment No. 4”) whereby (i) the Pogo ORRI Purchase Price was reduced from $14,000,000\nto $13,675,000, payable in cash at the PTSE Closing, and (ii) the effective date of the transfer of the Pogo ORRI was changed from the\nfirst day of the month after the PTSE Closing occurs to the first day of the month in which the Closing occurs.

The PTSE Closing occurred on September 9, 2025.\nThe Company recorded the purchase amount of $13,675,000 as an increase to the leasehold cost basis under ASC 932. The Company reclassified\nthe $17,012,649 book value of the noncontrolling interest associated with the OpCo Preferred Units to additional paid in capital related\nto the issuance of the Share Consideration with no gain or loss recognized in accordance with ASC 505.

F-15

New ORRI Agreement and Conveyance

On September 9, 2025, LHO Operating, LLC, a subsidiary\nof the Company (“LHO”), entered into an Agreement regarding Overriding Royalty Interest (the “2025 ORRI Agreement”)\nwith an investor (the “ORRI Investor”) wherein two different overriding royalty interests were purchased and sold and agreed\nto be transferred under an instrument titled Conveyance of Overriding Royalty Interest (the “2025 ORRI Conveyance”). Pursuant\nto the 2025 ORRI Conveyance executed September 9, 2025, LHO conveyed an overriding royalty interest (each a “2025 ORRI”) in\nand to certain leasehold interests, hydrocarbons and wells to Investor. The two 2025 ORRIs are as follows: (i) a 15% perpetual overriding\nroyalty interest in existing leases and wells in the Grayburg Jackson Field (“GJF”) (the “Waterflood ORRI”); and\n(ii) a 5% perpetual overriding royalty interest in the San Andres Formation (as defined in the 2025 ORRI Conveyance) in wells to be drilled\nby Virtus Energy Assets, LLC (“Virtus”), an affiliate of Virtus Energy partners, LLC under the Farmout Program (defined below)\n(the Horizontal ORRI”).The San Andres Formation is classified as unproved reserves.

The 2025 ORRI Agreement governs, among other things,\nthe terms of disbursements to be made to the ORRI Investor in connection with the Waterflood ORRI. Pursuant to the 2025 ORRI Agreement,\ncommencing on January 1, 2026, LHO is required to fund, or cause to be funded, qualified petroleum, exploration, development and production\nactivities in an amount not less than $3,000,000 in each year through and including December 1, 2028 (the “Annual Capital Commitment”).\nIf the Annual Capital Commitment is not met, the percentages of the Waterflood ORRI will increase by an amount (expressed in percentage\npoints) equal to the product of (a) (i) 1.0 minus (ii) the amount of qualified expenditures divided by the Annual Capital Commitment,\nmultiplied by (b) 0.02. Furthermore, LHO agreed to execute a conveyance of overriding royalty interests for any subsequently acquired\ninterests in the subject interests, hydrocarbons and leases described in the 2025 ORRI Conveyances.

The ORRI Investor has\nno right or power to participate in the operations of the GJF as a result of the 2025 ORRI Conveyances. LHO is required to use commercially\nreasonable efforts to market the subject hydrocarbons and utilize reasonable prudent operator standards in operating the GJF. LHO is not\npermitted to transfer any of the interests that are subject to the Investor ORRI Conveyance or to assign or delegate any rights or obligations\nwith respect to the 2025 ORRIs without the prior consent of the ORRI Investor (except as described below in the Farmout Program).

In exchange for the 15%\nWaterflood ORRI in existing leases and wells in GJF, the Company received proceeds of $20,000,000. The Company recorded the sale of the\n15% Waterflood ORRI as a reduction in the leasehold cost basis under ASC 932 as the Company retains a full obligation to operate the property\nwithout reimbursement from the buyer. As a result the Company recorded a loss of $10,273,710 after reducing the leasehold cost basis.

In exchange for the 5%\nHorizontal ORRI in the San Andres Formation in wells to be drilled under the Farmout Program, the Company received proceeds of $20,500,000.\nThe Company recorded the sale of the 5% Horizontal ORRI as a gain under ASC 932 as the Company had no cost basis assigned to these unproved\nreserves.

Virtus Farmout\nProgram

On September 9, 2025,\nLHO and Virtus entered into a Joint Development, Leasehold Purchase, and Area of Mutual Interest Agreement (the “Farmout Program”).\nPursuant to the Farmout Program, Virtus paid LHO $5,000,000 in cash in consideration of the farmout of LHO’s rights in the San Andres\nFormation in the GJF in which Virtus will own a 65% operated working interest (the “Assigned Interest”) and LHO retained a\n35% non-operated working interest. In connection with such farmout, Virtus has agreed to conduct certain confirmatory evaluation studies\nand to fund, drill, complete, and equip three horizontal wells within the GJF, with LHO’s interest in such initial operations to\nbe carried to the tanks by Virtus without cost by LHO. If further drilling is determined to be commercially viable by Virtus, Virtus will\ndrill up to 12 additional horizontal wells targeting the GJF on or before December 31, 2030, to be completed on a “heads-up”\nbasis meaning each party is responsible for their own expense interest subject to non-consent provisions of the applicable Joint Operating\nAgreement. If Virtus does not complete such drilling commitment by December 31, 2030, Virtus will be required to reassign to LHO all right,\ntitle and interest to the Assigned Interest, other than wellbores drilled by Virtus and other specified exceptions.

Furthermore, for five\nyears following September 9, 2025, if either the ORRI Investor or Virtus acquire any oil, gas or mineral leasehold rights, wellbore interest,\nor other interests in oil gas, or mineral estate in certain designated sections of the GJF, then such party will be required to give the\nother party the option to participate in such acquisition up to its Subsequent AMI Participation Percentage (35% for LHO and 65% for Virtus).

F-16

The Farmout Program also\nprovides for a mutual five-year right of first offer in the event that either of the parties determines to sell its interests that are\nsubject to the Farmout Program to a third-party. If such right of first offer is exercised, the exercising party will have 45 days to\nnegotiate in good faith and consummate the transaction for the sale of the offered interests in accordance with the material terms and\nconditions under which the selling party proposed to sell the offered interests.

The Company recorded\nthe sale of the 65% operated working interest in the San Andres Formation in the GJF as a gain under ASC 932 as the Company had no cost\nbasis assigned to these unproved reserves.

In connection with the\nInvestor ORRI Agreement and the Farmout Program, the Company agreed to pay cash fees of $1,760,000 to consultants related to the closing\nof the transactions which were recognized as reductions to the gain on the sale of oil and gas properties. In addition, the Company issued\n250,000 shares of common stock to a consultant related to the closing at a value of $87,250, which was also recorded as a reduction to\nthe gain on the sale as discussed in Note 7. In aggregate, the Company recognized a gain of $13,379,040 on sale of properties during the\nyear ended December 31, 2025.

South Justis Acquisition

On June 17, 2025, the Company and EON Energy,\nLLC (“EON Energy”), a wholly owned subsidiary, entered into a Purchase and Sale Agreement (the “PSA”) with WPP\nNM, L.L.C. and Northwest Central, L.L.C. (collectively the “Seller”) to acquire all of the Seller’s respective estates\nand mineral rights created by the oil and gas leases and mineral estates in the South Justis Field located in the Permian Basin in Lea\nCounty, New Mexico (the “Leases”), (ii) all oil, gas, water injection wells, water disposal and other wells located on the\nLeases or on lands pooled therewith, together with (iii) all of Seller’s interest in the rights, appurtenances, contracts, personal\nproperty, and records related thereto (collectively, the “Assets”). The transactions contemplated by the PSA were consummated\nat a closing held on June 20, 2025.

In consideration of EON Energy’s purchase\nof the Assets, the Company issued 1,000,000 shares of its Class A Common Stock. The number of shares are subject to adjustments following\nclosing of the transactions as follows: (i) reduction by the proceeds received by the Seller between June 1, 2025 (the “Effective\nDate”) and June 20, 2025, (ii) reduction by any ad valorem and similar production taxes payable with respect to the Assets for all\nperiods ending on or prior to the Effective Date to the extent not paid prior to June 20, 2025, (iii) reduction by an amount equal to\nthe Allocated Values (as defined in the PSA) of any Assets affected by a Title Defect (as defined in the PSA), and (iv) increase by the\nvalue of all merchantable oil in storage above the pipeline connection at the Effective Date that is credited to the Assets.

The Company evaluated the transaction under ASC\n805 and determined it was an asset acquisition, as substantially all of the fair value of assets acquired was concentrated in a group\nof similar assets, being the mineral rights of developed reserves. The Company assessed the purchase and noted the stock price on the\ndate of the 1,000,000 shares of Class A Common Stock issuance was $0.55 on the closing date of June 20, 2025, resulting in a purchase\nprice of $547,600, which will be assigned in full to the lease acquisition costs.

On June 20, 2025, LHO, entered into a Master Services\nAgreement (the “MSA”) with a contractor whereby the contractor agreed to provide workover services in the GJF operated by\nLHO and the South Justis Field acquired by EON Energy (the “Services”). The Company agreed to (i) prepay an initial $500,000\nin cash to the contractor, which was paid in June 2025, and (ii) issue 1,000,000 shares of Class A Common Stock. The Company noted the\nstock price on the date of the 1,000,000 share issuance was $0.5476 on the closing date of June 20, 2025, resulting in fair market value\nof $547,600. The service related the portion associated with the Class A Common Stock has not been completed and is recorded as a prepaid\nasset as of December 31, 2025.

The Company recognized depreciation, depletion,\nand amortization expense totaling $3,170,092 and $2,407,098 for the year ended December 31, 2025 and 2024, respectively.

F-17

NOTE 4 — COMMODITY\nDERIVATIVES

Derivative Activities

The Company is exposed\nto volatility in market prices and basis differentials for natural gas, oil and NGLs, which impacts the predictability of its cash flows\nrelated to the sale of those commodities. These risks are managed by the Company’s use of certain derivative financial instruments.\nThe company has historically used crude diff swaps, fixed price swaps, and costless collars. As of December 31, 2025, the Company’s\nderivative financial instruments are described below:

Costless Collars

Arrangements that contain\na fixed floor price (“purchased put option”) and a fixed ceiling price (“sold call option”) based on an index\nprice which, in aggregate, have no net cost. At the contract settlement date, (1) if the index price is higher than the ceiling price,\nthe Company pays the counterparty the difference between the index price and ceiling price, (2) if the index price is between the\nfloor and ceiling prices, no payments are due from either party, and (3) if the index price is below the floor price, the Company\nwill receive the difference between the floor price and the index price.

Additionally, the Company\nwill occasionally purchase an additional call option at a higher strike price than the aforementioned fixed ceiling price. Often this\nis accomplished in conjunction with the costless collar at no additional cost. If an additional call option is utilized, at the contract\nsettlement date, (1) if the index price is higher than the sold call strike price but lower than the purchased option strike price,\nthen the Company pays the difference between the index price and the sold call strike price, (2) if the index price is higher than\nthe purchased call price, then the company pays the difference between the purchased call option and the sold call option, and the company\nreceives payment of the difference between the index price and the purchased option strike price, (3) if the index price is between\nthe purchased put strike price and the sold call strike price, no payments are due from either party, (4) if the index price is below\nthe floor price, the Company will receive the difference between the floor price and the index price.

The Company had no agreements\nin place classified as costless collars as of December 31, 2025 or December 31, 2024.

Crude price differential swaps

The Company has entered\ninto commodity swap contracts for West Texas Intermediate (“WTI”) crude oil that are effective over the next 1 to 6 months\nand are used to hedge against location price risk of the respective commodity resulting from supply and demand volatility and protect\ncash flows against price fluctuations.

The following table reflects\nthe weighted-average price of open commodity swap contracts as of December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Commodity Swaps
			Weighted
			average
Period	Volume \n(Bbls/month)		price \n($/Bbl)
Q1 2026		2,000		$	62.50

The following table reflects\nthe weighted-average price of open commodity swap contracts as of December 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Commodity Swaps
			Weighted
			average
Period	Volume \n (Bbls/month)		price \n($/Bbl)
Q1-Q2 2025		5,000		$	70.21
Q3-Q4 2025		5,000		$	70.21

F-18

Derivative Assets and Liabilities

As of December 31,\n2025 and 2024, the Company is conducting derivative activities with one counterparty, which is secured by the lender in the Company’s\nbank credit facility. The Company believes the counterparty is acceptable credit risk, and the credit worthiness of the counterparty is\nsubject to periodic review. The assets and liabilities are netted given that all positions are held by a single counterparty and subject\nto a master netting arrangement. The combined fair value of derivatives included in the accompanying consolidated balance sheets as of\nDecember 31, 2025 and 2024 is summarized below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of December 31, 2025
	Gross fair value		Amounts netted			Net fair value
Commodity derivatives:
Short-term derivative asset	$	63,334		$	-		$	63,334
Long-term derivative asset		-			-			-
Short-term derivative liability		-			-			-
Long-term derivative liability		-			-			-
Total derivative asset							$	63,334

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of December 31, 2024
	Gross fair value			Amounts netted			Net fair \nvalue
Commodity derivatives:
Short-term derivative asset	$	151,303			$	(44,906	)	$	106,397
Long-term derivative asset		—				—			—
Short-term derivative liability		(44,906	)			44,906			—
Long-term derivative liability		—				—			—
Total derivative asset								$	106,397

The effects of the Company’s derivatives\non the consolidated statements of operations are summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Year ended December 31, 2025			For the Year ended December 31, 2024

Total gain (loss) on unsettled derivatives	$	(43,063	)		$	(361,290	)
Total gain (loss) on settled derivatives		706,073				(489,084	)
Net gain (loss) on derivatives	$	663,010			$	(850,374	)

NOTE 5 — LONG-TERM DEBT\nAND NOTES PAYABLE

The Company’s debt instruments are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2025			December 31, 2024
Senior Secured Term Loan	$	-			$	23,696,417
Seller Promissory Note		-				15,000,000
Merchant Cash Advances		2,023,177				948,982
Convertible Notes Payable		1,065,000				-
Convertible Notes Payable, related parties		1,250,000				-
Convertible Notes Payable at fair value		-				891,364
Private loans		200,000				3,556,750
Total		4,538,177				44,093,513
Less: unamortized financing cost		(659,354	)			(834,854	)
Less: current portion including amortization		(1,617,337	)			(9,080,910	)
Long-term debt, net of current portion	$	2,261,486			$	34,177,749

Senior Secured Term Loan Agreement

In connection with the\nClosing, HNRA (for purposes of the Loan Agreement, the “Borrower”) and First International Bank & Trust (“FIBT”\nor “Lender”), OpCo, SPAC Subsidiary, EON, and LH Operating, LLC (for purposes of the Loan Agreement, collectively, the “Guarantors”\nand together with the Borrower, the “Loan Parties”), and FIBT entered into a Senior Secured Term Loan Agreement on November\n15, 2023 (the “Loan Agreement”), setting forth the terms of a senior secured term loan facility in an aggregate principal\namount of $28,000,000 (the “Term Loan”).

F-19

Pursuant to the terms\nof the Term Loan Agreement, the Term Loan was advanced in one tranche on the Closing Date. The proceeds of the Term Loan were used to\n(a) fund a portion of the purchase price, (b) partially fund a debt service reserve account funded with $2,600,000 at the Closing\nDate, (c) pay fees and expenses in connection with the purchase and the closing of the Term Loan and (e) other general corporate purposes.\nThe Term Loan accrues interest at a per annum rate equal to the FIBT prime rate plus 6.5% and fully matures on the third anniversary of\nthe Closing Date (“Maturity Date”). Payments of principal and interest will be due on the 15^th day of\neach calendar month, beginning December 15, 2023, each in an amount equal to the Monthly Payment Amount (as defined in the Term Loan Agreement),\nexcept that the principal and interest payment due on the Maturity Date will be in the amount of the entire remaining principal amount\nof the Term Loan and all accrued but unpaid interest then outstanding. An additional one-time payment of principal is due on the date\nthe annual financial report for the year ending December 31, 2024, is due to be delivered by Borrower to Lender in an amount that Excess\nCash Flow (as defined in the Term Loan Agreement) exceeds the Debt Service Coverage Ratio (as defined in the Term Loan Agreement) of 1.35x\nas of the end of such quarter; provided that in no event shall the amount of the payment exceed $5,000,000. As of December 31, 2024, the\nCompany had no such Excess Cash Flow and no additional repayment was required.

The Borrower may elect\nto prepay all or a portion greater than $1,000,000 of the amounts owed prior to the Maturity Date. In addition to the foregoing, the Borrower\nis required to prepay the Term Loan with the net cash proceeds of certain dispositions and upon the decrease in value of collateral.

On the Closing Date,\nBorrower deposited $2,600,000 into a Debt Service Reserve Account (the “Debt Service Reserve Account”) and, within 60 days\nfollowing the Closing Date, Borrower must deposit such additional amounts such that the balance of the Debt Service Reserve Account is\nequal to $5,000,000 at all times. The Debt Service Reserve Account may be used by Lender at any time and from time to time, in Lender’s\nsole discretion, to pay (or to supplement Borrower’s payments of) the obligations due under the Term Loan Agreement.

On\nApril 18, 2024, the Company and FIBT entered into a Second Amendment to Term Loan Agreement (the “Amendment”) effective as\nof March 31, 2024. Pursuant to the Amendment, the Term Loan Agreement was modified to provide that the Company must, on or before December\n31, 2024, deposit funds in a Debt Service Reserve Account (as defined in the Loan Agreement) such that the balance of the account equals\n$5,000,000 and FIBT waived the provision that such amount had to be deposited within 60 days of the closing date of the Loan Agreement.\nIn addition, the Amendment provides that, if at any time prior to December 31, 2024, the Company or any of its affiliates enter into a\nsale leaseback transaction with respect to any of its equipment, the Company will deposit an amount equal to the greater of (A) $500,000\nor (B) 10% of the proceeds of such transaction into the Debt Service Reserve Account on the effective date of such sale and leaseback\ntransaction.

The Term Loan Agreement\ncontains affirmative and restrictive covenants and representations and warranties. The Loan Parties are bound by certain affirmative covenants\nsetting forth actions that are required during the term of the Term Loan Agreement, including, without limitation, certain information\ndelivery requirements, obligations to maintain certain insurance, and certain notice requirements. Additionally, the Loan Parties from\ntime to time will be bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of\nthe Term Loan Agreement without prior written consent, including, without limitation, incurring certain additional indebtedness, entering\ninto certain hedging contracts, consummating certain mergers, acquisitions or other business combination transactions, consummating certain\ndispositions of assets, making certain payments on subordinated debt, making certain investments, entering into certain transactions with\naffiliates, and incurring any non-permitted lien or other encumbrance on assets. The Term Loan Agreement also contains other customary\nprovisions, such as confidentiality obligations and indemnification rights for the benefit of the Lender.

Pledge and Security Agreement

In connection with the\nTerm Loan, FIBT and the Loan Parties entered into a Pledge and Security Agreement on November 15, 2023 (the “Security Agreement”),\nwhereby the Loan Parties granted a senior security interest to FIBT on all assets of the Loan Parties, except certain excluded assets\ndescribed therein, including, among other things, any interests in the ORR Interest.

Guaranty Agreement

In connection with the\nTerm Loan, FIBT and the Loan Parties entered into a Guaranty Agreement on November 15, 2023 (the “Guaranty Agreement”),\nwhereby the Guarantors guaranteed payment and performance of all Loan Parties under the Term Loan Agreement.

F-20

Subordination Agreement

In connection with the\nTerm Loan and the Seller Promissory Note, the Lenders, the Sellers and the Company entered into a Subordination Agreement whereby the\nSellers cannot require repayment, nor commence any action or proceeding at law or equity against the Company or the Lenders to recover\nany or all of the unpaid Seller Promissory Note until the Term Loan is repaid in full.

Settlement

On September 9, 2025,\nthe Company made payment to FIBT of $19,297,981, following which all obligations under the Loan Agreement, Security Agreement, and Guaranty\nAgreement were deemed satisfied and repaid in all respects (except those obligations expressly surviving the termination of such agreements),\nand the related lien on the assets of the Company, OpCo, SPAC Subsidiary, Pogo, and LHO were released by FIBT. At the time of the transaction\nthe Company owed $20,597,266 in principal, $137,728 in interest expense, $46,235 in credit card balance and paid fees of $49,059, offset\nby the unamortized deferred financing costs of $240,237 which resulted in a gain on the settlement of liabilities of $1,191,933.

For the year ended December\n31, 2025 and 2024, the Company amortized $432,739 and $425,837 to interest expense related to deferred finance costs on the Term Loan\nAgreement. As of December 31, 2025, there were no amounts owed on the Term Loan. As of December 31, 2024, the principal balance on the\nTerm Loan was $23,696,417, unamortized financing costs was $611,938 and accrued interest was $171,714.

Seller Promissory\nNote

In connection with the Closing, OpCo issued the\nSeller Promissory Note to EON Royalty in the principal amount of $15,000,000. The Seller Promissory Note matured on May 15, 2024, bears\nan interest rate equal 18% per annum, and contains no penalty for prepayment. The Seller Promissory Note is subordinated to the Term Loan\nas discussed above. Accrued interest on the Seller Promissory Note was $2,952,123 as of December 31, 2024. As a result of the Subordination\nAgreement, the Company has classified the Seller Promissory Note as a long-term liability on the consolidated balance sheet.

As discussed in Note 3 above, the Company and\nPogo Royalty agreed to settle the outstanding balance of the Seller Note, related accrued interest, and other outstanding liabilities\nfor $7,000,000 in cash in connection with the Closing. The Company made this payment on September 9, 2025. As a result, the Company recorded\na capital contribution on the net extinguishment of liabilities with a related party of $13,440,406.

Accrued interest on the Seller Note was $0 and\n$2,952,123 as of December 31, 2025 and December 31, 2024, respectively.

Private Notes Payable

Prior to December 31, 2023 the Company entered\ninto various unsecured promissory notes with existing investors of the Company for total principal of $5,434,000 (the “Private Notes\nPayable”). The Private Notes Payable bear interest at the greater of 15% or the highest rate allowed under law, and have a stated\nmaturity date of the five-year anniversary of the closing of the MIPA. The investors may demand repayment beginning six months after the\nclosing of the MIPA. The investors also received common stock warrants equal to the principal amount funded. Each warrant entitles the\nholder to purchase three quarters of one share of common stock at a price of $11.50. Each warrant will become exercisable on the closing\ndate of the MIPA and is exercisable through the five-year anniversary of the promissory note agreement date. The warrants also grant the\nholder a one-time redemption right to require the Company pay the holder in cash equal to $1 per warrant 18 months following the closing\nof the MIPA, or May 15, 2025. A total of 5,434,000 warrants were issued to these investors. Based on the redemption right present in these\nwarrants, the warrants are accounted for as a liability in accordance with ASC 480 and ASC 815 and a debt discount on the Private Notes\nPayable, with the changes in fair value of the warrants recognize in the statement of operations.

During the year ended December 31, 2024, the Company\nand certain note holders, including White Lion, entered into exchange agreements whereby the holders agreed to exchange their outstanding\nworking capital notes totaling $300,000 and connected warrants with a fair value of $309,960 at the time of the exchange, for new convertible\nnotes with an aggregate principal amount of $600,000. As a result of the exchange, which added a substantive conversion feature, the Company\ndetermined the exchange qualified for extinguishment accounting and recorded a loss on extinguishment of $88,660.

F-21

On December 9, 2025, the Company received proceeds\nof $200,000 from the issuance of two promissory notes to a director, and the chief financial officer respectively. The notes have a maturity\ndate of December 31, 2028 and carry a 15% interest rate which is to be paid quarterly beginning March 31, 2026.

The Company is amortizing the debt discount through\na period of nine months from the Closing Date. The Company recognized amortization of debt discount of $0 and $2,361,627 during the year\nended December 31, 2025 and 2024, respectively. Accrued interest on the promissory notes was $3,461 and $145,761 as of December 31, 2025\nand December 31, 2024, respectively.

Convertible Notes Payable

During the year ended December 31, 2024, the Company\nand certain Private Notes Payable holders entered into exchange agreements whereby the holders agreed to exchange their outstanding working\ncapital notes totaling $300,000 and connected warrants with a fair value of $309,960 at the time of the exchange, for new convertible\nnotes. The convertible notes have a maturity of three years after the issuance date, accrue interest at a rate of 7.5%, and are convertible\ninto shares of Class A Common Stock at a rate of 90% multiplied by the average of the four lowest VWAP trading prices during the seven\nday trading period prior to the conversion date. The Company evaluated the instrument under ASC 480 and determined the instrument should\nbe accounted for at fair value due to the variable share settlement. The Company estimated the fair value to be $698,620 at issuance of\nthe notes payable, and revalues the convertible notes at each reporting period. During the year ended December 31, 2025, an aggregate\nof $600,000 of principal on these notes and $10,492 of accrued interest, which combined had a fair value of $1,023,040 at the date of\nconversion, were converted into 995,657 shares of common stock. The Company estimated the fair value of the remaining convertible notes\ndescribed above to be $0 and $891,364 as of December 31, 2025 and 2024, respectively, and recognized a loss on change in fair value of\n$131,677 during the year ended December 31, 2025.

In 2025, the Company and its Private Note Payable\nInvestors (the “Exchange Investors”) entered into exchange agreements (the “2025 Exchange Agreements”) whereby\nthe Exchange Investors exchanged their promissory notes and warrants for convertible promissory notes (the “Convertible Notes”).\nThe principal amounts of the Convertible Notes were determined by adding the original principal amount of the promissory notes and warrants.\nIn connection with the 2025 Exchange Agreements, the Company issued Convertible Notes in the aggregate principal amount of $9,166,500\nin exchange for promissory notes in the aggregate principal amount of $3,582,500 and $5,834,338 of warrant liabilities related to 5,584,000\nwarrants held by the Exchange Investors that were cancelled

The Convertible Notes mature on January 31, 2028,\nwith the exception of one note which had a maturity date of October 31, 2026, and one note that had a maturity date of January 7, 2027,\nand accrue interest at a rate of 7.5% per annum. The Convertible Notes may be prepaid by the Company at any time, in whole or in part,\nwithout any premium or penalty. The Convertible Notes may be converted by the holders at any time after issuance into shares of Class\nA Common Stock at a conversion price equal to the greater of (a) $0.25 per share or (b) 90% multiplied by the average of the three lowest\nVWAPs of the Class A Common Stock over the ten trading days prior to conversion. If, at any time the Convertible Notes are outstanding,\nthe Company issues or sells Class A Common Stock for no consideration or at a price lower than the then-current Conversion Price, then\nthe conversion price of the Convertible Notes will be automatically reduced to the amount of consideration per share received by the Company\nin such sale or offering. In addition, so long as any Convertible Notes are outstanding, if the Company issues any security on terms more\nfavorable than the Convertible Notes, then the Company must notify the holder and such more favorable term shall become a part of the\nConvertible Note, at the holder’s option. . In accordance with ASC 815, the Company determined that the embedded conversion option\nin the Convertible Notes should be bifurcated as a derivative liability. The estimate fair value of the conversion option was included\nin the calculation of extinguishment gain or loss on the 2025 Exchanges Agreements. The Company recognized a loss of $1,355,644 on the\nextinguishment of the promissory notes and warrants in exchange for the Convertible Notes.

During the year ended December 31, 2025, the Company\nissued 21,120,163 shares of Class A Common Stock for the conversion of $8,474,540 in convertible notes principal and $10,888 of accrued\ninterest pursuant to the terms of the convertible notes.

On July 11, 2025, the Company entered into a Note\nPurchase Agreement (the “NPA”) with White Lion whereby the Company will issue and sell convertible promissory notes in an\naggregate principal amount of up to $1,200,000 (the “White Lion Notes”). On July 11, 2025, the Company issued a convertible\npromissory note in the aggregate principal amount of $600,000 to White Lion (the “Initial Note”) pursuant to an initial closing\nin exchange for funding of $564,000 in cash from White Lion with a maturity date of January 7, 2027. Pursuant to the NPA, the Company\ngranted White Lion a right until July 11, 2026, to conduct a second closing (the “Second Closing”) whereby White Lion may\npurchase an additional convertible promissory note in the aggregate principal amount of $600,000 in exchange for funding of $561,120 in\ncash from White Lion with such convertible promissory note being on the same terms as the Initial Note (the “Second Note,”\nand together with the Initial Note, the “Notes”). White Lion has the right, at any time until complete satisfaction of the\namounts owed under the Initial Note, to convert any amounts owed under the Initial Note into Class A Common Stock of the Company at a\nconversion price equal to the greater of: (i) $0.25 or (ii) the lower of (A) the Fixed Conversion Price (as defined below) or (B) 90%\nmultiplied by the lowest closing price of the Class A Common Stock during the ten trading days prior to the subject conversion date (representing\na discount rate of 10%). The “Fixed Conversion Price” is the lower of (x) $0.75 or (y) the closing price of the Class A Common\nStock on the 60th day following the date that the SEC has declared the registration statement required by the NPA effective for resales\nof the shares by White Lion. The conversion price shall be automatically adjusted equitably for stock splits, stock dividends or rights\nofferings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, as well as combinations,\nrecapitalization, reclassifications, extraordinary distributions and similar events. At no time may White Lion hold or be required to\ntake more than 4.99% (or up to 9.99% at the election of White Lion pursuant to the Initial Note) of the outstanding Class A Common Stock.\nIn accordance with ASC 815, the Company determined that the embedded conversion option in the White Lion Notes should be bifurcated as\na derivative liability and recorded as a discount, and the derivative liability accounted for at fair value on a recurring basis. See\nNote 8.

F-22

As of December 31, 2025 the balance on the\nnote is $600,000 with an unamortized discount balance of $153,514 which will be amortized to interest expense through the maturity\ndate. During the year ended December 31, 2025, the Company recognized $56,927 of amortization of debt discount.

Accrued interest on\nthe convertible promissory notes was $9,153 and $11,590 as of December 31, 2025 and December 31, 2024, respectively.

Merchant Cash Advances

On December 4, 2024, the Company entered into\na merchant cash advance agreement with a third party. The Company received $330,700 in cash proceeds. The Company will repay an aggregate\nof $497,000 on a weekly basis through July 2025. The difference between the proceeds received and the total repayment was recognized as\ndebt discount, and is amortized through the maturity date. As of December 31, 2025 and December 31, 2024, the remaining balance owed on\nthis advance was $0 and $447,299, respectively.

On March 18, 2025, the Company entered into a\nmaster receivables purchase agreement with a third party. The Company received cash proceeds of $617,500 and will repay an aggregate of\n$858,000 to the lender on a weekly basis through December 2025. As of December 31, 2025 the remaining balance owed on this advance was\n$0.

On June 5, 2025, the Company entered into a master\nreceivables purchase agreement with a third party. The Company received cash proceeds of $570,000 and will repay an aggregate of $840,000\nto the lender on a weekly basis through January 2026. As of December 31, 2025 the remaining balance owed on this advance was $0.

On August 13, 2025, the Company entered into a\nmaster receivables purchase agreement with a third party. The Company received cash proceeds of $488,800 and will repay an aggregate of\n$691,600 to the lender on a weekly basis through April 2026. As of December 31, 2025 the remaining balance owed on this advance was $0.

On November 18, 2025, the Company entered into\na master receivables purchase agreement with a third party. The Company received cash proceeds of $736,250 and will repay an aggregate\nof $1,038,500 to the lender on a weekly basis through July 2026. As of December 31, 2025 the remaining balance owed on this advance was\n$865,417. The Company’s CFO guaranteed this purchase agreement, and the Company agreed to pay a 5% fee $51,925 to the CFO for providing\nthe guarantee, which was recognized in selling, general and administrative expense on the Company’s consolidated statement of operations\nfor the year ended December 31, 2025.

On December 19, 2025, the Company entered into\na master receivables purchase agreement with a third party. The Company received cash proceeds of $900,000 and will repay an aggregate\nof $1,206,000 to the lender on a weekly basis through December 2026. As of December 31, 2025 the remaining balance owed on this advance\nwas $1,157,760. The Company’s CFO guaranteed this purchase agreement, and the Company agreed to pay a 5% fee $60,300 to the CFO\nfor providing the guarantee, which was recognized in selling, general and administrative expense on the Company’s consolidated statement\nof operations for the year ended December 31, 2025.

As of December 31, 2025 and 2024, there was $505,841\nand $222,916 of unamortized discount related to the merchant cash advances, and the Company recognized $985,524 and $396,604 of amortization\nof debt discount related to the advances.

Future Maturities of Long-term debt

The following summarizes the Company’s maturities\nof all debt instruments described above:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Principal
Fiscal year ended:
December 31, 2026	$	2,123,177
December 31, 2027		600,000
December 31, 2028		1,815,000
December 31, 2029		—
Total	$	4,538,177

F-23

NOTE 6 — FORWARD\nPURCHASE AGREEMENT

Forward Purchase\nAgreement

On November 2, 2023,\nthe Company entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities\nMaster, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “FPA\nSeller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes of the Forward\nPurchase Agreement, the Company is referred to as the “Counterparty”. Capitalized terms used herein but not otherwise defined\nshall have the meanings ascribed to such terms in the Forward Purchase Agreement.

The Forward Purchase\nAgreement provides for a prepayment shortfall in an amount in U.S. dollars equal to 0.50% of the product of the Recycled Shares and the\nInitial Price (defined below). FPA Seller in its sole discretion may sell Recycled Shares (i) at any time following November 2, 2023 (the\n“Trade Date”) at prices greater than the Reset Price or (ii) commencing on the 180th day following the Trade Date at any sales\nprice, in either case without payment by FPA Seller of any Early Termination Obligation until such time as the proceeds from such sales\nequal 100% of the Prepayment Shortfall (as set forth under the section entitled “Shortfall Sales” in the Forward Purchase\nAgreement) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only\n(a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale\nNotice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions of\nthe Forward Purchase Agreement applicable to Terminated Shares, when an OET Notice is delivered under the Forward Purchase Agreement,\nin each case the delivery of such notice in the sole discretion of the FPA Seller (as further described in the “Optional Early Termination”\nand “Shortfall Sales” sections in the Forward Purchase Agreement).

Following the Closing,\nthe reset price (the “Reset Price”) will be $10.00; provided that the Reset Price shall be reduced pursuant to a Dilutive\nOffering Reset immediately upon the occurrence of such Dilutive Offering. The Purchased Amount subject to the Forward Purchase Agreement\nshall be increased upon the occurrence of a Dilutive Offering Reset to that number of Shares equal to the quotient of (i) the Purchased\nAmount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) $10.00.

From time to time and\non any date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward\nPurchase Agreement, FPA Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice\nto Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later\nthan the next Payment Date following the OET Date, (which shall specify the quantity by which the Number of Shares shall be reduced (such\nquantity, the “Terminated Shares”)). The effect of an OET Notice shall be to reduce the Number of Shares by the number of\nTerminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled\nto an amount from FPA Seller, and the FPA Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated\nShares and (y) the Reset Price in respect of such OET Date. The payment date may be changed within a quarter at the mutual agreement of\nthe parties.

The “Valuation\nDate” will be the earlier to occur of (a) the date that is three (3) years after the date of the closing of the Purchase & Sale\n(the date of the closing of the Purchase & Sale, the “Closing Date”) pursuant to the A&R MIPA, (b) the date specified\nby FPA Seller in a written notice to be delivered to Counterparty at FPA Seller’s discretion (which Valuation Date shall not be\nearlier than the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration\nFailure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) the date specified by FPA Seller in\na written notice to be delivered to Counterparty at FPA Seller’s sole discretion (which Valuation Date shall not be earlier than\nthe day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from FPA Seller to Counterparty\nin accordance with the Forward Share Purchase Agreement.

On the “Cash Settlement\nPayment Date,” which is the tenth Local Business Day immediately following the last day of the Valuation Period, the FPA Seller\nwill remit to the Counterparty an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty\nany of the Prepayment Amount and the Counterparty shall remit to the FPA Seller the Settlement Amount Adjustment; provided, that if the\nSettlement Amount less the Settlement Amount Adjustment is a negative number and either clause (x) of Settlement Amount Adjustment applies\nor the Counterparty has elected pursuant to clause (y) of Settlement Amount Adjustment to pay the Settlement Amount Adjustment in cash,\nthen neither the FPA Seller nor the Counterparty shall be liable to the other party for any payment under the Cash Settlement Payment\nDate section of the Forward Purchase Agreement.

F-24

The FPA Seller has agreed\nto waive any redemption rights with respect to any Recycled Shares in connection with the Closing, as well as any redemption rights under\nthe Company’s certificate of incorporation that would require redemption by the Company.

Pursuant to the Forward\nPurchase Agreement, the FPA Seller obtained 50,070 shares (“Recycled Shares”) and such purchase price of $545,356, or $10.95 per\nshare, was funded by the use of HNRA trust account proceeds as a partial prepayment (“Prepayment Amount”), and the FPA\nSeller may purchase an additional 504,425 additional shares under the Forward Purchase Agreement, for the Forward Purchase Agreement redemption 3 years\nfrom the date of the Acquisition (“Maturity Date”).

The FPA Seller received\nan additional $1,004,736 in cash from the Trust Account related to reimbursement for 90,000 shares of Class A Common stock purchased by\nthe FPA Seller in connection with the transactions at the redemption price of $10.95 per share and transaction fees.

The Maturity Date may\nbe accelerated, at the FPA Sellers’ discretion, if the Company share price trades below $3.00 per share for any 10 trading\ndays during a 30-day consecutive trading-day period or the Company is delisted. The Company’s common stock traded below minimum\ntrading price during the period from November 15, 2023 to December 31, 2023, but no acceleration of the Maturity Date has been executed\nby the FPA Seller to date.

The fair value of the\nprepayment was $14,257,648 at inception of the agreement, $6,066,324 as of the Closing date and was $6,067,094 as of December 31, 2023,\nand is included as a reduction of additional paid-in capital on the consolidated statement of stockholders’ equity. The estimated\nfair value of the Maturity Consideration is $1,704,416. The Company recognized a gain from the change in fair value of the Forward Purchase\nAgreement of $561,099 during the year ended December 31, 2024. The Company recognized a gain from the change in fair value of the Forward\nPurchase Agreement of $3,268,581 during the period from November 15, 2023 to December 31, 2023.

On November 15, 2024, the Company entered into\na Confidential Rescission, Settlement, and Release Agreement with the FPA Seller whereby the parties mutually agreed to rescind the Forward\nPurchase Agreement and related agreements between the parties, which as a result, any transactions, notices or other obligations thereunder\nare void ab initio. The parties also agreed to release each other of all claims related to the Forward Purchase Agreement, and\nin exchange for such release, the Company agreed to issue to the FPA Seller 450,000 restricted Class A Common shares which had a fair\nvalue of $450,000 based on the closing price of the Company’s common stock at the agreement date. The Company recognized a gain\non settlement of the FPA liability of $82,998, which is included in Gain on Extinguishment of Liabilities on the Company’s consolidated\nstatement of operations for the year ended December 31, 2024.

NOTE 7 — STOCKHOLDERS’\nEQUITY

As of December 31, 2025, there were 52,140,701\nshares of Class A Common Stock, of which 400,000 are classified as redeemable common shares and 0 shares of Class B Common Stock outstanding.

On November 15, 2023, as contemplated by the MIPA,\nthe Company filed the an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, pursuant\nto which the number of authorized shares of the Company’s capital stock, par value $0.0001 per share, was increased to 121,000,000\nshares, consisting of (i) 100,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”),\n(ii) 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), and (iii) 1,000,000\nshares of preferred stock, par value $0.0001 per share.

As part of the consideration\nto effect the Company’s initial business combination, the Company issued 2,000,000 shares of Class B Common Stock to the Pogo Royalty.\nImmediately upon the Closing, Pogo Royalty exercised an exchange right it held and received 200,000 shares of Class A Common Stock. During\nthe year ended December 31, 2024, Pogo Royalty exercised its right to exchange 1,300,000 shares of Class B units of OpCo for 1,300,000\nshares of Class A Common Stock. As a result of the exchange, a total of $8,801,000 was reclassified from noncontrolling interest to additional\npaid in capital.

As discussed in Note 3, on February 10, 2025,\nthe Company entered into the PTSE Agreement. As consideration for entering into the PSTE Agreement, the Company agreed to release the\n500,000 shares of Class B Common Stock that were being held in escrow to Pogo Royalty and to promptly process any exchange notice delivered\nby Pogo Royalty to exchange such shares of Class B Common Stock for shares of Class A Common Stock, and Pogo Royalty agreed to deliver\nsuch exchange notice within two days of the date of the PSTE Agreement. The PSTE Agreement contains customary representations, warranties,\nindemnification provisions closing conditions, and covenants. On February 11, 2025, Pogo Royalty Exchanged the remaining 500,000 OpCo\nClass B Units and shares of Class B Common Stock for 500,000 shares of Class A Common Stock. As a result, there are no remaining shares\nof Class B Common Stock outstanding as of this filing, and $3,385,000 was reclassified from noncontrolling interest to additional paid\nin capital.

F-25

On June 2, 2025, the Company entered into an Amendment\nNo. 1 to the PSTE Agreement (“Amendment No. 1”) whereby the proposed closing date (“Outside Date”) was extended\nto June 6, 2025. On June 6, 2025, the Company entered into an Amendment No. 2 to the PSTE Agreement (“Amendment No. 2”) whereby\nthe Outside Date was extended to on June 13, 2025.

On June 13, 2025, the Company entered into an\nAmendment No. 3 to the PSTE Agreement (“Amendment No. 3,” and together with Amendment No. 1 and Amendment No. 2, collectively,\nthe “Amendments”) whereby the Outside Date was extended to 5:00 p.m. Central Time on September 15, 2025. In addition, pursuant\nto Amendment No. 3, the ORRI Purchase Price was decreased to $13,500,000 and the parties agreed to reduce the outstanding principal amount\nof the Seller Note to $7,000,000 and settle and discharge the Seller Note in exchange for the payment of $7,000,000 in cash at the Closing;\nprovided, however, that the Company may instead discharge the Seller Note at the Closing by payment of $4,500,000 in cash and the issuance\nof a promissory note having a principal amount of $2,500,000, bearing interest at a rate of 18% per annum, compounding monthly, maturing\n60 days after the Closing, and secured by a first lien on certain of the Company’s surface and well equipment. Furthermore, pursuant\nto Amendment No. 3, the Share Consideration was reduced to 1,500,000 shares of Class A Common Stock.

On September 9, 2025, the Company entered into\nan Amendment No. 4 to the PSTE Agreement (“Amendment No. 4”) whereby (i) the Pogo ORRI Purchase Price was increased from $13,500,000\nto $13,675,000, payable in cash at Closing, and (ii) the effective date of the transfer of the Pogo ORRI was changed from the first day\nof the month after the Closing occurs to the first day of the month in which the Closing occurs. The closing occurred on September 9,\n2025 and the Company issued the 1,500,000 shares of Class A Common Stock to Pogo Royalty in exchange for all of Pogo Royalty’s outstanding\npreferred units of OpCo. As a result of the transaction, the Company now owns 100% of the outstanding units of OpCo. The Company reclassified\nnoncontrolling interest balance of $17,012,649 associated with the OpCo Preferred Units to additional paid in capital in accordance with\nASC 505.

In connection with the closing of the PTSE Agreement,\nthe Investor ORRI Agreement and the Farmout Program, the Company awarded 875,000 shares of Class A Common Stock as bonuses to various\nemployees of the Company with a fair value of $305,375 which was recorded as stock-based compensation. In addition, the Company awarded\n250,000 shares of Class A Common Stock as bonuses to a consultant of the Company with a fair value of $87,250 which was recorded as a\nreduction of the gain on the sale of oil and gas properties. As of December 31, 2025 the shares had not yet been issued by the Company.

On October 18, 2024, the Company entered into\na consulting agreement with a third party for financing services on a month to month basis. As compensation for services the Company will\npay the consultant a fee of $20,000 per month consisting of $5,000 in cash and $15,000 in Class A common shares based on the average closing\nprice for the last five trading days of the prior calendar month. During the year ended December 31, 2025, the Company issued a total\nof 224,900 shares of Class A Common Stock pursuant to the terms of the consulting agreement. The Company recognized stock-based compensation\nexpense of $90,000.

On January 13, 2025, the Company entered into\na settlement agreement with its former President, Donald Orr, whereby the Company agreed to pay Mr Orr $75,000 in cash to settle outstanding\naccounts payable owed to Mr. Orr, and issued 200,000 shares of Class A Common Stock for the termination of his prior consulting agreement\nwhich had a fair value of $226,000 and was included in general and administrative expenses.

On January 14, 2025, the Company entered into\nan agreement with a consultant whereby the Company agreed to issue the consultant 45,050 shares of Class A Common Stock for the settlement\nof $45,050 in outstanding services.

F-26

On March 21, 2025, the Company entered into an\nagreement with a consultant to provide marketing and distribution services to the Company through September 30, 2025 in exchange for 120,000\nshares of Class A Common Stock, which were issued during the three months ended June 30, 2025 and had a fair value of $51,012. Prior to\nSeptember 30, 2025, in the event the Company’s shares achieve a consecutive 20 trading day moving average trading price of $1 or\nmore, the consultant will receive $60,000 of shares of Class A Common Stock.

On March 28, 2025, the Company entered into an\nagreement with a consultant to provide transaction advisory services in exchange for 100,000 shares of Class A Common Stock which were\nissued during the three months ended June 30, 2025 and had a fair value of $42,510. In the event any transaction introduced by the consultant\nis closed, the consultant will be entitled to a fee of 3% of the aggregate consideration of such transaction and would receive 3% of any\nconsideration paid to the Company related to drilling, completing plugging or abandoned the first three horizontal wells.

On April 28, 2025, the Company agreed to issue\n98,615 shares of Class A common stock with a fair value of $49,308 to a vendor to settle accounts payable of $98,615 resulting in a gain\non settlement of $49,308.

On May 19, 2025, the Company entered into an agreement\nwith a consultant to provide capital market advisory services for six months in exchange for 7,500 shares of Class A common stock to be\nawarded each month. The Company has issued 45,000 shares of Class A common stock with a fair value of $18,596.

On June 20, 2025, the Company issued 1,000,000\nshares of Class A Common Stock related to the acquisition of South Justis Field discussed in Note 3. The issuance was recognized at a\nprice of $0.5476 per share based on the closing date of June 20, 2025, resulting in a purchase price of $547,600, which was assigned in\nfull to the lease acquisition costs. The Company also issued an additional 1,000,000 shares related to the MSA, which had a value of $547,600\nand were recorded to prepaid expenses as of December 31, 2025 as the services have not yet been completed. Subsequent to December 31,\n2025, 400,000 of the shares were returned to the Company which reduced the balance of prepaid expenses.

The Company recognized total stock-based compensation\nexpense of $1,006,603 and $1,139,727 during the year ended December 31, 2025 and 2024, respectively and expects to recognize an additional\n$225,541 through December 31, 2026 assuming all awards vest. During the year ended December 31, 2025 and 2024, the Company withheld 175,577\nand 10,267 shares of common stock, respectively, from the issuances upon vesting for estimated federal tax liabilities to the holders\nwith a fair value of $63,006 and $10,267, respectively. During the year ended December 31, 2025, 9,167 shares were issued to an employee\nrelated to vesting of RSU awards.

Common Stock Purchase Agreement

On October 17, 2022, the Company entered into\na common stock purchase agreement (as amended, the “Common Stock Purchase Agreement”) and a related registration rights agreement\n(the “White Lion RRA”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant\nto the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time\nto time, up to $150,000,000 in aggregate gross purchase price of newly issued shares of the Company’s Class A Common Stock, subject\nto certain limitations and conditions set forth in the Common Stock Purchase Agreement. Capitalized terms used but not otherwise defined\nherein shall have the meaning given to such terms by the Common Stock Purchase Agreement.

Subject to the satisfaction of certain customary\nconditions including, without limitation, the effectiveness of a registration statement registering the shares issuable pursuant to the\nCommon Stock Purchase Agreement, the Company’s right to sell shares to White Lion will commence on the effective date of the registration\nstatement and extend until December 31, 2026. During such term, subject to the terms and conditions of the Common Stock Purchase Agreement,\nthe Company may notify White Lion when the Company exercises its right to sell shares (the effective date of such notice, a “Notice\nDate”). The number of shares sold pursuant to any such notice may not exceed (i) the lower of (a) $2,000,000 and (b) the dollar\namount equal to the product of (1) the Effective Daily Trading Volume (2) the closing price of common stock on the Effective Date (3)\n400% and (4) 30%, divided by the closing price of common stock on NYSE American preceding the Notice Date and (ii) a number of shares\nof common stock equal to the Average Daily Trading Volume multiplied by the Percentage Limit.

The purchase price to be paid by White Lion for\nany such shares will equal 96% of the lowest daily volume-weighted average price of common stock during a period of two consecutive trading\ndays following the applicable Notice Date.

The Company will have the right to terminate the\nCommon Stock Purchase Agreement at any time after Commencement, at no cost or penalty, upon three trading days’ prior written notice.\nAdditionally, White Lion will have the right to terminate the Common Stock Purchase Agreement upon three days’ prior written notice\nto the Company if (i) there is a Fundamental Transaction, (ii) the Company is in breach or default in any material respect of the White\nLion RRA, (iii) there is a lapse of the effectiveness, or unavailability of, the Registration Statement for a period of 45 consecutive\ntrading days or for more than an aggregate of 90 trading days in any 365-day period, (iv) the suspension of trading of the common stock\nfor a period of five consecutive trading days, (v) the material breach of the Common Stock Purchase Agreement by the Company, which breach\nis not cured within the applicable cure period or (vi) a Material Adverse Effect has occurred and is continuing. No termination of the\nCommon Stock Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA.

F-27

On March 7, 2024, the\nCompany entered into an Amendment No. 1 to Common Stock Purchase Agreement (the “Amendment”) with White Lion. Pursuant to\nthe Amendment, the Company and White Lion agreed to a fixed number of Commitment Shares equal to 440,000 shares of common stock to be\nissued to White Lion in consideration for commitments of White Lion under the Common Stock Purchase Agreement, which the Company agreed\nto include all of the Commitment Shares on the Initial Registration Statement filed by the Company. The Company recognized share-based\ncompensation expense of $573,568 related to the Amendment.

Finally, pursuant to\nthe Amendment, the Company’s right to sell shares of common stock to White Lion will now extend until December 31, 2026.

On June 17, 2024, the\nCompany entered into an Amendment No. 2 to Common Stock Purchase Agreement (the “2nd Amendment”) with White Lion. Pursuant\nto the 2nd Amendment, the Company and White Lion agreed to amend the process of a Rapid Purchase, whereby the parties will close on the\nRapid Purchase on the trading day the notice of the applicable Rapid Purchase is given. The 2nd Amendment, among other things, also removed\nthe maximum number of shares required to be purchased upon notice of a Rapid Purchase, added a limit of 100,000 shares of Common\nStock per individual request, and revised the purchase price of a Rapid Purchase to equal the lowest traded price of Common Stock during\nthe one hour following White Lion’s acceptance of the Rapid Purchase for each request. In addition, White Lion agreed that, on any\nsingle business day, it shall not publicly resell an aggregate amount of Commitment Shares in an amount that exceeds 7% of the daily\ntrading volume of the Common Stock for such business day, excluding any trades before or after regular trading hours and any block trades.

In addition, the Company\nmay, from time to time while a purchase notice is active, issue a Rapid Purchase Notice to White Lion for the purchase of shares (not\nto exceed 100,000 shares per individual request) at a purchase price equal to the lowest traded price of Common Stock during\nthe one hour following White Lion’s acceptance of the Rapid Purchase for each request, and which the parties will close on the Rapid\nPurchase on the trading day the notice of the applicable Rapid Purchase is given within two Business Days of the applicable Rapid Purchase\nDate. Furthermore, White Lion agreed that, on any single Business Day, it shall not publicly resell an aggregate amount of Commitment\nShares in an amount that exceeds 7% of the daily trading volume of our Class A Common Stock for the preceding Business Day, excluding\nany trades before or after regular trading hours and any block trades.

In addition, pursuant\nto the 2^nd Amendment, the Company may, from time to time while a Purchase Notice is active, issue a Rapid Purchase Notice to\nWhite Lion which the parties will close on the Rapid Purchase within two Business Days of the applicable Rapid Purchase Date. Furthermore,\nWhite Lion agreed that, on any single Business Day, it shall not publicly resell an aggregate amount of Commitment Shares in an amount\nthat exceeds 7% of the daily trading volume of the Common Stock for the preceding Business Day.

During the year ended December 31, 2025 the Company\nissued 14,770,000 shares under the Common Stock Purchase Agreement in exchange for cash proceeds of $8,502,252.

Registration Rights Agreement (White Lion)

Concurrently with the execution of the Common\nStock Purchase Agreement, the Company entered into the White Lion RRA with the White Lion in which the Company has agreed to register\nthe shares of common stock purchased by White Lion with the SEC for resale within 30 days of the consummation of a business combination.\nThe White Lion RRA also contains usual and customary damages provisions for failure to file and failure to have the registration statement\ndeclared effective by the SEC within the time periods specified.

The Common Stock Purchase Agreement and the White\nLion RRA contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations,\nwarranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely\nfor the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

F-28

Class A Common Stock Options

During the year ended December 31, 2024, the Compensation\nCommittee of the Board of Directors approved common stock options to purchase 235,000 shares of Class A common stock to various employees\nincluding 75,000 to the Company’s CEO and 50,000 to the CFO. The options have a term of 10 years and an exercise price of $2.02\nper share, which options vest in 3 equal annual installments.

The Company recognized total stock-based compensation\nexpense of $123,543 and $97,805 during the year ended December 31, 2025 and 2024, respectively and expects to recognize an additional\n$149,281 through the vesting period assuming all awards vest.

The following table reflects the weighted average\nassumptions used to estimate the fair value of stock options granted during the year ended December 31, 2024:

	2024
Volatility		110.42	%
Expected life (years)		6.0
Risk-free interest rate		4.26	%
Dividend rate		—	%

The following table summarizes the stock option\nactivity for the years ended December 31, 2025 and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Options		Weighted- Average Exercise Price Per Share
Outstanding, December 31, 2023		-		$	-
Granted		235,000		$	2.02
Exercised		-		$	-
Forfeited		-		$	-
Expired		-		$	-
Outstanding, December 31, 2024		235,000		$	2.02
Granted		-		$	-
Exercised		-		$	-
Forfeited		-		$	-
Expired		-		$	-
Outstanding and expected to vest, December 31, 2025		235,000		$	2.02

The following table discloses information regarding\noutstanding and exercisable options at December 31, 2025:

		Outstanding		Exercisable
Exercise Price Range		Number of Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Number of Option Shares		Weighted Average Exercise Price
$	2.02		235,000		$	2.02		8.19		78,333	$	2.02
			235,000		$	2.02		8.19		78,333	$	2.02

Aggregate intrinsic value is calculated as the\ndifference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock\noptions that were in-the-money at period end. As of December 31, 2025, the intrinsic value for the options vested and outstanding was\n$0.

F-29

Class A Common Stock Warrants

During the year ended December 31, 2024, the Company\nissued 1,200,000 common stock warrants to a vendor as an incentive to settle outstanding payable amounts owed. The warrant has a term\nof 2 years, an exercise price of $0.75 and is exercisable immediately. Upon exercise, the vendor will reduce the payable amount owed based\non the exercised amount in lieu of paying cash to the Company.

The following table reflects the weighted average\nassumptions used to estimate the fair value of stock warrants granted during the year ended December 31, 2024:

	2024
Volatility		79.42	%
Expected life (years)		2
Risk-free interest rate		3.95	%
Dividend rate		—	%

The warrants had an estimated fair value of $981,826\nwhich was recognized as stock-based compensation expense during the year ended December 31, 2024.

The following table summarizes the stock warrant\nactivity for the years ended December 31, 2025 and 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Warrants			Weighted- Average Exercise Price Per Share
Outstanding and exercisable, January 1, 2024		14,564,000			$	11.50
Granted		1,650,000			$	2.82
Exercised		-			$	-
Forfeited		-			$	-
Expired		(300,000	)		$	(11.50	)
Outstanding, December 31, 2024		15,914,000			$	10.69
Granted		-			$	-
Exercised		-			$	-
Cancelled		(5,584,000	)		$	(11.50	)
Expired		-			$	-
Outstanding and expected to vest, December 31, 2025		10,330,000			$	10.25

The following table discloses information regarding\noutstanding and exercisable warrants at December 31, 2025:

		Outstanding		Exercisable
Exercise Price Range		Number of Warrant Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Number of Warrant Shares		Weighted Average Exercise Price
$	0.75		1,200,000		$	0.75		0.80		1,200,000	$	0.75
$	11.50		9,130,000		$	11.50		2.87		9,130,000	$	11.50
			10,330,000			10.25		2.63		10,330,000		10.25

NOTE 8— FAIR VALUE OF FINANCIAL\nINSTRUMENTS:

The fair value of the Company’s assets and\nliabilities not recorded at fair value on a recurring basis, which qualify as financial instruments under FASB ASC 820, “Fair\nValue Measurement”, approximates the carrying amounts represented on the balance sheet.

F-30

The Fair value is defined\nas the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market\nparticipants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring\nfair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities\n(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

\n \n \n \n \n

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

\n \n \n \n \n

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

\n \n \n \n \n

●

Level 3, defined as unobservable inputs in which\n little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation\n techniques in which one or more significant inputs or significant value drivers are unobservable.

\n \n

In some circumstances,\n the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the\n fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant\n to the fair value measurement.

Recurring Basis

Assets and liabilities\nmeasured at fair value on a recurring basis are as follows:

Commodity Derivatives

The Company’s commodity\nprice derivatives primarily represent crude oil collar contracts (some with long calls), fixed price swap contracts and differential swap\ncontracts. The asset and liability measurements for the Company’s commodity price derivative contracts are determined using Level\n2 inputs. The asset and liability values attributable to the Company’s commodity price derivatives were determined based on inputs\nthat include, but not limited to, the contractual price of the underlying position, current market prices, crude oil forward curves, discount\nrates, and volatility factors. The Company had a net derivative asset of $63,334 and $106,397 as of December 31, 2025 and 2024, respectively.

Convertible Note Liability

During the year ended\nDecember 31, 2024, certain of the Company’s convertible note agreements contained conversion terms that may require the debt to\nbe settled with a variable number of shares based on discounted pricing to market of the Company’s Class A Common Stock. Under ASC\n480, the instrument is accounted for at fair value, which are determined using level 3 inputs. As of December 31, 2025, none of the outstanding\nconvertible note agreements contained the same conversion terms that may require the debt to be settled with a variable number of shares\nbased on discounted pricing to market of the Company’s Class A Common Stock.

The following table represents\nthe weighted average inputs used in calculating the fair value of the conversion features of the convertible notes on the date of issuance\nand December 31, 2024:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, 2024			Issuance Date

Term, in years		2.92			3
Expected volatility		83.2	%		82.40	%
Risk-free interest rate		4.27	%		4.25	%
Expected dividend yield		—	%		—	%

The Company estimated\nthe present value of the convertible notes using an estimated 15% discount rate and the three-year maturity period. The Company estimated\nthe aggregate fair value at issuance to be $698,620, and estimated the fair value at December 31, 2024 to be $891,364, resulting in a\nloss on change in fair value of $192,744 for the year ended December 31, 2024. During the year ended December 31, 2025, the Company recorded\na change in fair value of $131,677 upon settlement of the notes.

F-31

Convertible Note embedded\nconversion option

During the year ended December 31, 2025, certain\nof the Company’s convertible note agreements contained conversion terms that may require the debt to be settled with a variable\nnumber of shares based on discounted pricing to market of the Company’s Class A Common Stock. Under ASC 815, the instrument is accounted\nfor at fair value, which are determined using level 3 inputs.

The Company estimated the fair value of the derivative\nliability as of December 31, 2025, and each respective issuance date using a Monte-Carlo simulation model, and the following key assumptions:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	December 31, \n2025			Issuance \n Dates

Term, in years		0.83-2.08			1.48-3.01
Expected volatility		115.5	%		81.40-102.4	%
Risk-free interest rate		3.42-3.46	%		3.79-4.18	%
Expected dividend yield		—	%		—	%
Continuous discount rate		14.27-14.48	%		8.84-14.62	%
Discount rate		3.42-14.48	%		4.18-14.56	%
Discount factor		0.89-0.97			0.68-0.94

Upon conversion, the\nCompany estimated the fair value of the derivative liability as the share price on the date of conversion multiplied by the shares issued\nupon conversion, less the principal amount converted.

The following table represent\nthe activity related to the embedded conversion options during the year ended December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Derivative liability as of December 31, 2024	$	-
Value of derivative upon exchange on 2025 Convertible Notes		1,605,939
Value of derivative upon issuance of White Lion Notes		171,561
Value of derivative settled upon conversion of notes		(3,440,412	)
Change in fair value of derivative liability		2,070,278
Derivative liability as of December 31, 2025	$	407,366

Forward Purchase Agreement

The fair value upon issuance of the Forward Purchase\nAgreement (both the FPA Put Option liability and Fixed Maturity Consideration) and the change in fair value is included in other expense,\nnet in the consolidated statements of operations. The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral\nframework. Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated\npath, the forward purchase value is calculated based on the contractual terms and then discounted back to present. Finally, the value\nof the forward is calculated as the average present value over all simulated paths. The Maturity Consideration was also valued as part\nof this model as the timing of the payment of the Maturity Consideration may be accelerated if the Maturity Date is accelerated. The model\nalso considered the likelihood of a dilutive offering of common stock.

F-32

On November 15, 2024, the Company entered into\na Confidential Rescission, Settlement, and Release Agreement with the FPA Seller whereby the parties mutually agreed to rescind the Forward\nPurchase Agreement and related agreements between the parties, which as a result, any transactions, notices or other obligations thereunder\nare void ab initio. The parties also agreed to release each other of all claims related to the Forward Purchase Agreement, and\nin exchange for such release, the Company agreed to issue to the FPA Seller 450,000 restricted Class A Common shares with a fair value\nof $450,000 based on the closing price of the Company’s Class A common stock at the agreement date

The following table represents the weighted average\ninputs used in calculating the fair value of the prepaid forward contract and the Maturity Consideration as of November 15, 2024, the\ndate of settlement, and December 31, 2023:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	November 15, 2024			December 31, 2023

Stock price	$	1.00			$	2.03
Term (in years)		2.00				2.88
Expected volatility		75.0	%			40.7	%
Risk-free interest rate		4.22	%			3.96	%
Expected dividend yield		—	%			—	%

The Company estimated\nthe likelihood of a Dilutive Offering at a price of $5.00 per share to be 50% within nine months of December 31, 2023. The FPA estimated\nfair value is considered a level 3 fair value measurement.

Warrant Liability

Based on the redemption right present in the warrants\nissued in connection with promissory notes, the warrants are accounted for as a liability in accordance with ASC 480 and ASC 815, with\nthe changes in fair value of the warrants recognized in the statement of operations.

The Company valued the warrants using the trading\nprices of the Public Warrants, which mirror the terms of the note payable warrants. The Company also estimated the fair value of the redemption\nput using a present value calculation for the time from the Closing Date of the MIPA through the 18-month redemption date and an estimated\ndiscount rate of 15%. The estimated fair value of the warrants and redemption put was $0 and $5,681,849 as of December 31, 2025 and December\n31, 2024, respectively, and the Company recognized a change in fair value of the warrant liability of a loss of $152,490 and $804,004\nduring the years ended December 31, 2025 and 2024, respectively. The warrant liability estimated fair value is considered a level 3 fair\nvalue measurement.

Put Option Right

The Company estimated the fair value of the Put\nOption Right to be $2,309,000 and $2,650,000 as of December 31, 2025 and 2024, respectively, and recognized a gain (loss) on the change\nin fair value of the derivative liability of $341,000 and $(746,000) during the year ended December 31, 2025 and 2024, respectively. The\nCompany estimated the fair value of the derivative liability as of December 31 2025 and 2024 using a Monte-Carlo simulation model, and\nthe following key assumptions: 1) Estimated CEO tenure of approximately 8 years from his appointment in December 2023; 2) equity volatility\nof 96.9% and 87.2%; 3) risk free-rate of 3.84% and 4.41%; and 4) an estimated discount rate of 13.86% and 9.98%. The Company will accrete\nthe value of the mezzanine equity to redemption value over the estimated period until exercise when the estimated redemption value exceeds\nthe estimated fair value of the derivative liability. The estimated fair value of the Put Option Right is considered a level 3 fair value\nmeasurement.

Nonrecurring Basis

The carrying value of\nthe Company’s financial instruments, consisting of cash, accounts receivable, accounts payable and accrued expenses, approximates\ntheir fair value due to the short maturity of such instruments. Financial instruments also consist of debt for which fair value approximates\ncarrying values as the debt bears interest at fixed or variable rates which are reflective of current rates otherwise available to the\nCompany. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

F-33

NOTE 9 — RELATED PARTY TRANSACTIONS

On May 5, 2022, the Company entered into a Referral\nFee and Consulting Agreement (the “Consulting Agreement”) with Alexandria VMA Capital, LLC (“Alexandria”), an\nentity controlled by Mr. Caravaggio, who became the Company’s CEO on December 17, 2023. Pursuant to the Consulting Agreement, Alexandria\nprovided information and contacts with suitable investments and acquisition candidates for the Company’s initial business combination.\nIn addition, Alexandria provided due diligence, purchasing and negotiating strategy advice, organizational and operational advice, and\nsuch other services as requested by the Company. In consideration of the services provided by Alexandria, the Company paid to Alexandria\nCapital a referral fee of $1,800,000 equal to 2% of the total value of the Company’s business combination, with half being paid\nby the issuance of 89,000 shares of the Company’s Class A Common Stock. No gain was recognized on the issuance of these shares for\nthe difference in the fair value of the shares and the $900,000 payable due to the related party nature of the transaction. The remaining\n$900,000 was reflected as accounts payable. As of December 31, 2025 and 2024, the Company owes $0 and $403,000 of the fee, respectively.

During the fiscal year ended December 31, 2021,\nthe Company and Dante Caravaggio entered into a side agreement in connection with his purchase of 400,000 shares of Class A\nCommon Stock at $2.00 per share (the “Side Agreement”). The Side Agreement granted the holder a one year right to require\nthe Company to repurchase his shares of Class A Common Stock at a price of $15.00 per share (the “Put Option Right”)\nin cash. The Put Option Right becomes exercisable upon the shares being considered freely tradeable and the holder not being an insider\nof the Company as defined by the SEC. To date these events have not occurred. In accordance with U.S. GAAP, the shares of Class A Common\nStock are classified as mezzanine equity at their initial purchase price, and the Put Option Right is bifurcated from the host instrument\nand accounted for as a derivative liability in accordance with ASC 815 at fair value.

On January 20, 2023, January 27, 2023, and February\n14, 2023, Mr. Caravaggio entered into Private Notes Payable with the Company. Pursuant to the Private Notes Payable, Mr. Caravaggio paid\nan aggregate amount of $179,000 and received promissory notes in the aggregate principal amount of $179,000, accruing interest at a rate\nof 15% per annum, and common stock warrants to purchase an aggregate of 179,000 shares of Class A Common Stock of the Company at an exercise\nprice of $11.50 per share. The warrants issued to Mr. Caravaggio are identical to the Public Warrants that are publicly traded on the\nNYSE American under the symbol “EONR.WS” in all material respects, except that the warrants were not transferable, assignable\nor salable until 30 days after the Company’s initial business combination. The warrants are exercisable on the same basis as the\nPublic Warrants. On November 13, 2023, pursuant to an Exchange Agreement, the Company agreed with Dante Caravaggio to exchange, in consideration\nof the surrender and forgiveness of an aggregate amount (including principal and interest accrued thereon) of $100,198 due under the Private\nNotes Payable, for 20,040 shares of Class A Common Stock at a price per share equal to $5.00 per share. The Company recognized a loss\nextinguishment of $101,204 in connection with this transaction. During the year ended December 31, 2025, the Company entered into a 2025\nExchange Agreement with Mr. Caravaggio to exchange $89,500 of principal and 179,000 of warrants into a convertible note with a principal\namount of $268,500. See Note 5 for further information.

Pursuant to the Founder Pledge Agreement, upon\nthe Closing, the Company issued 30,000 shares of Class A Common Stock to Dante Caravaggio, LLC, an entity controlled by Mr. Caravaggio\nwith a fair value of $203,100.

On February 14, 2023, the Company entered into\na consulting agreement with Donald Orr, the Company’s former President, which became effective upon the closing of the MIPA for\na term of three years. Under the agreement, the Company will pay Mr. Orr an initial cash amount of $25,000, an initial award of 60,000\nshares of common stock, a monthly payment of $8,000 for the first year of the agreement and $12,000 per month for the remaining two years,\nand two grants, each consisting of restricted stock units (“RSUs”) calculated by dividing $150,000 by the stock price on the\none year and two year anniversary of the initial Business Combination. Each of the RSU awards will vest upon the one year and two-year\nanniversary of the grants. In the event of termination of Mr. Orr without cause, Mr. Orr will be entitled to 12 months of the monthly\npayment in effect at that time, and the RSU awards issued to Mr. Orr shall fully vest. The 60,000 RSU’s were approved by the Board\nand issued in March of 2024.

On February 15, 2023, the Company entered into\na consulting agreement with Rhône Merchant House, Ltd. (“RMH Ltd”), a company controlled by the Company’s former\nChairman and CEO Donald H. Goree, which became effective upon the closing of the MIPA for a term of three years. Under the agreement,\nthe Company paid RMH Ltd an initial cash amount of $50,000, an initial award of 60,000 shares of common stock, a monthly payment\nof $22,000, and two grants, each consisting of RSUs calculated by dividing $250,000 by the stock price on the one year and two-year anniversary\nof the initial Business Combination. Each of the RSU awards will vest upon the one year and two-year anniversary of the grants. In the\nevent of termination of RMH Ltd. without cause, RMH Ltd. would be entitled to $264,000, and the RSU awards issued to RMH Ltd. would fully\nvest.

Effective May 6, 2024, the Company and RMH Ltd.\nentered into a settlement and mutual release agreement pursuant to which the Company paid $100,000 in cash, with $50,000 paid\non or before execution and the remaining $50,000 by July 24, 2024. The Company also agreed to issue 150,000 shares of Class\nA Common Stock subject to a contractual lockup as final consideration under the Consulting Agreement, which was deemed terminated effective\nMay 6, 2024. RMH Ltd’s 60,000 RSU’s were forfeited as part of the agreement. The Company recognized $360,000 of stock-based\ncompensation expense related to the Class A Common Shares.

F-34

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Registration Rights Agreement (Founder Shares)

The holders of the Founder Shares and the Private\nPlacement Units and warrants that may be issued upon conversion of Private Notes Payable (and any shares of common stock issuable\nupon the exercise of the Private Placement Units or warrants issued upon conversion of the working capital loans) will be entitled\nto registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial\nPublic Offering. The holders of these securities are entitled to make up to three demands in the case of the founder shares, excluding\nshort form registration demands, and one demand in the case of the private placement warrants, the working capital loan warrants and,\nin each case, the underlying shares that the Company register such securities for sale under the Securities Act. In addition, these holders\nwill have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.\nIn the case of the private placement warrants, representative shares issued to EF Hutton, the demand registration rights provided will\nnot be exercisable for longer than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(f)(2)(G)(iv) and\nthe piggyback registration right provided will not be exercisable for longer than seven years from the effective date of the registration\nstatement in compliance with FINRA Rule 5110(f)(2)(G)(v). The Company will bear the expenses incurred in connection with the filing\nof any such registration statements.

Contingencies

The Company is a party to various legal actions\narising in the ordinary course of its businesses. In accordance with ASC 450, Contingencies, the Company accrues reserves for outstanding\nlawsuits, claims and proceedings when a loss contingency is probable and can be reasonably estimated. The Company estimates the amount\nof loss contingencies using current available information from legal proceedings, advice from legal counsel and available insurance coverage.\nDue to the inherent subjectivity of the assessments and unpredictability of the outcomes of the legal proceedings, any amounts accrued\nor included in this aggregate amount may not represent the ultimate loss to the Company from the legal proceedings in question. Thus,\nthe Company’s exposure and ultimate losses may be higher, and possibly significantly more, than the amounts accrued.

As of December 31, 2025, the Company has accrued\napproximately $1.75 million related to various employment disputes which were acquired as part of the fiscal year 2023 acquisition, which\nis included in “Accrued liabilities and other” in the accompanying consolidated balance sheet. During the year ended December\n31, 2025, we recorded an additional $1.5 million in expense, which is included in “General and Administrative” expenses in\nthe accompanying consolidated statement of operations as a result of changes in estimates.

Environmental

From time to time, and in the ordinary course\nof business, the Company may be subject to certain environmental liabilities. Environmental expenditures that relate to an existing condition\ncaused by past operations and have no future economic benefits are expensed. Environmental expenditures that extend the life of the related\nproperty or mitigate or prevent future environmental contamination are capitalized. Liabilities for expenditures that will not qualify\nfor capitalization are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated.\nSuch liabilities are undiscounted unless the timing of cash payments for the liability is fixed or reliably determinable. Environmental\nliabilities normally involve estimates that are subject to revision until settlement or remediation occurs.

As of December 31, 2025 and 2024, the Company\nhas an environmental remediation liability of $675,000 recognized on its consolidated balance sheet relating to an oil spill at one of\nthe producing sites in fiscal year 2017 which is recorded in other liabilities in the consolidated balance sheets. The producing site\nwas subsequently sold in 2019 remediation costs were indemnified to the purchaser. Management based the remediation liability on the undiscounted\ncost received from third- party quotes to remediate the spill. As of December 31, 2025, the Company does not believe it is likely remediation\nwill be required in the next five years.

F-35

NOTE 11 — INCOME TAXES

As of December 31, 2025 and 2024, the Company’s\nnet deferred tax assets were as follows:

	December 31, 2025			December 31, 2024
Deferred tax assets	(As Restated)
Federal net operating loss	$	1,262,629			$	1,913,959
Transaction costs		1,408,371				1,515,401
Accrued expenses		842,969				1,202,259
Deferred compensation		1,350,406				446,113
Derivative liability		-				228,732
Stock-based compensation		818,497				648,697
Other		73,972				45,322
Total deferred tax assets		5,756,844				6,000,483
Deferred tax liabilities
Oil and natural gas properties		(9,288,685	)			(8,665,914	)
Prepaid expenses		(37,740	)			-
Equipment credit		(1,244,559	)			-
Unrealized gain on derivatives		(16,252	)			(27,302	)
Total deferred tax liabilities		(10,587,236	)			(8,693,216	)
Net deferred tax liabilities		(4,830,392	)			(2,692,733	)
Valuation allowance for deferred tax assets		-				-
Net Deferred tax liability, net of allowance	$	(4,830,392	)		$	(2,692,733	)

The income tax provision consists of the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Year Ended December 31, \n 2025		For the Year Ended December 31, \n 2024
Current income tax (benefit) expense	(As Restated)
Federal	$	532,692		$	-
State		151,203			-
Total current income tax expense		683,895			-
Deferred tax (benefit) expense:
Federal		1,749,586			(2,840,051	)
State		388,073			(630,356	)
Valuation allowance		-			-
Total deferred income tax (benefit) expense		2,137,659			(3,470,407	)
Total income tax (benefit) expense	$	2,821,554		$	(3,470,407	)

As of December 31, 2025, the Company\nhad $4,920,418 of estimated U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers\navailable to offset future taxable income.

F-36

A reconciliation of the federal income tax rate\nto the Company’s effective tax rate is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Year Ended December 31, \n 2025 \n (As Restated)			For the Year Ended December\n 31, 2024
Expected income tax expense (benefit) computed\n at the statutory rate	$	(981,343	)		21.00	%	$	(2,792,305	)	21.00	%
State Taxes (Net of Federal Benefit)		507,805			(10.87	)%		(667,494	)	5.02	%
Nontaxable or Nondeductible Items
Gain on forgiveness of debt – equity related party		1,133,061			(24.25	)%		-		-
Change in fair value of derivative liability, related party		(71,610	)		1.53	%		-		-
Change in fair value of derivative liability		434,758			(9.30	)%		-		-
Loss on extinguishment of debt		337,247			(7.22	)%		-		-
Other		60,344			(1.29	)%		420,205		(3.16	)%
Exchange of Class B units for Class\n A common stock		1,401,292			(29.99	)%		(430,813	)	3.24	%
Income tax provision (benefit)		2,821,554			(60.38	)%		(3,470,407	)	26.10	%

The effective income tax rate differs from the\nU.S. statutory rate of 21 percent primarily due to nontaxable or nondeductible differences between GAAP income and taxable income.

The Company files income tax returns in the U.S.\nfederal jurisdiction, Texas and New Mexico, and is subject to examination by the various taxing authorities. The Company’s tax returns\nsince inception remain open to examination by the taxing authorities. Significant differences may exist between the results of operations\nreported in these consolidated financial statements and those determined for income tax purposes primarily due to the use of different\nasset valuation methods for tax purposes.

In assessing the realization of the deferred tax\nassets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.\nThe ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which\ntemporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred\ntax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Under the Tax Cuts and Jobs Act, net operating\nlosses incurred after December 31, 2017 can only offset 80% of taxable income. However, these net operating losses may be carried forward\nindefinitely instead of limited to twenty years under previous tax law. Carryback of these losses is no longer permitted. The CARES Act\ntemporarily removed the 80% of taxable income limitation to allow NOL carryforwards to fully offset income. For tax years beginning after\n2021, the Company can take: (1) a 100% deduction of NOLs arising in tax years prior to 2018, and (2) a deduction limited to 80% of modified\ntaxable income for NOLs arising in tax years after 2017.

NOTE 12 — SUBSEQUENT EVENTS

On February 16, 2026, the board of directors approved\nRSUs in the aggregate amount of 225,000 to the non-employee directors of the Company, which vest immediately, RSUs in the aggregate amount\nof 225,000 to the executive officers of the Company, which vest: (i) 1/3 immediately, (ii) 1/3 on November 15, 2027, and (iii) 1/3 on\nNovember 15, 2028. In addition, the board of directors approved RSUs in the aggregate amount of 120,000 to various employees of the Company,\nwhich vest: (i) 1/3 on each December 16, 2026, 2027 and 2028, respectively.

On March 18, 2026, the board of directors approved\nRSUs in the aggregate amount of 245,902 to two non-employee directors of the Company, an aggregate of 122,951 options to purchase Class\nA common stock at an exercise price of $0.61 per share for a period of 10 years to one non-employee director of the Company, which all\nvest on November 15, 2026. The board of directors also approved options to purchase Class A common stock at an exercise price of $0.61\nper share for a period of 10 years in the aggregate amount of 743,853 to the executive officers of the Company, which vest: 1/3 on November\n15, 2026, 2027, and 2028. In addition, the board of directors approved options with the same terms as those to officers in the aggregate\namount of 275,000 to various employees of the Company, which vest: 1/3 on each November 15, 2026, 2027 and 2028, respectively. The board\nof directors also approved issuance of 100,000 RSUs which have yet to be allocated to employees which will vest 1/3 on each December 16,\n2027, 2028, and 2029, respectively.

Subsequent to December 31, 2025, the Company issued\n3,170,912 shares pursuant to the conversion of $1,065,000 of principal in convertible notes payable. In addition, the Company issued 159,914\nshares pursuant to the settlement of $47,263 of accrued interest outstanding. The Company also issued 3,334 shares pursuant to vesting\nof RSU awards.

F-37

On January 12, 2026, the Company issued a convertible\npromissory note in the aggregate principal amount of $600,000 to White Lion in exchange for $564,000 in cash from White Lion with a maturity\ndate of July 11, 2027 under the Second Closing, which bears interest at 5.0%. White Lion has the right, at any time until complete satisfaction\nof the amounts owed under the Initial Note, to convert any amounts owed under the Initial Note into Class A Common Stock of the Company\nat a conversion price equal to the greater of: (i) $0.25 or (ii) the lower of (A) the Fixed Conversion Price (as defined below) or\n(B) 90% multiplied by the lowest closing price of the Class A Common Stock during the ten trading days prior\nto the subject conversion date (representing a discount rate of 10%). The “Fixed Conversion Price” is the lower of (x)\n$0.75 or (y) the closing price of the Class A Common Stock on the 60th day following the date that the SEC has declared the registration\nstatement required by the NPA effective for resales of the shares by White Lion. The conversion price shall be automatically adjusted\nequitably for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities\nof any subsidiary of the Company, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar\nevents. At no time may White Lion hold or be required to take more than 4.99% (or up to 9.99% at the election of White Lion pursuant to\nthe Initial Note) of the outstanding Class A Common Stock. In accordance with ASC 815, the Company determined that the embedded conversion\noption in the White Lion Notes should be bifurcated as a derivative liability and recorded as a discount, and the derivative liability\naccounted for at fair value on a recurring basis.

On February 4, 2026, the Company issued a convertible\npromissory note in the aggregate principal amount of $600,000 to White Lion in exchange for $564,000 in cash from White Lion with a maturity\ndate of January 7, 2027 under the Second Closing, which bears interest at 5.0%. White Lion has the right, at any time until complete satisfaction\nof the amounts owed under the Initial Note, to convert any amounts owed under the Initial Note into Class A Common Stock of the Company\nat a conversion price equal to the greater of: (i) $0.20 or (ii) the lower of (A) the Fixed Conversion Price (as defined below) or (B)\n90% multiplied by the lowest closing price of the Common Stock during the ten (10) Trading Days prior to the subject Conversion Date (representing\na discount rate of 10%), provided however, in the event that such Conversion Price would be less than $0.20 per share (the “Floor\nPrice”), in any instance, then the applicable Conversion Price for such conversion shall be equal to the Floor Price. “Fixed\nConversion Price” means the lower of (x) $0.75 or (y) the closing price of the Common Stock on the sixtieth (60th) day (or, if such\ndate is not a Trading Day, then the first Trading Day thereafter) following the date that the SEC has declared the Registration Statement\nrequired by the Note Purchase Agreement effective for resales of the Conversion Shares by the White Lion. The conversion price shall be\nautomatically adjusted equitably for stock splits, stock dividends or rights offerings by the Company relating to the Company’s\nsecurities or the securities of any subsidiary of the Company, as well as combinations, recapitalization, reclassifications, extraordinary\ndistributions and similar events. At no time may White Lion hold or be required to take more than 4.99% (or up to 9.99% at the election\nof White Lion pursuant to the Initial Note) of the outstanding Class A Common Stock. In accordance with ASC 815, the Company determined\nthat the embedded conversion option in the White Lion Notes should be bifurcated as a derivative liability and recorded as a discount,\nand the derivative liability accounted for at fair value on a recurring basis.

On March 6, 2026, the Company issued a convertible\npromissory note in the aggregate principal amount of $600,000 to White Lion in exchange for $564,000 in cash from White Lion with a maturity\ndate of April 1, 2027 under the Second Closing, which bears interest at 5.0%. White Lion has the right, at any time until complete satisfaction\nof the amounts owed under the Initial Note, to convert any amounts owed under the Initial Note into Class A Common Stock of the Company\nat a conversion price equal to the greater of: (i) $0.10 or (ii) the lower of (A) the Fixed Conversion Price (as defined below) or (B)\n90% multiplied by the lowest closing price of the Common Stock during the ten (10) Trading Days prior to the subject Conversion Date (representing\na discount rate of 10%), provided however, in the event that such Conversion Price would be less than $0.10 per share (the “Floor\nPrice”), in any instance, then the applicable Conversion Price for such conversion shall be equal to the Floor Price. “Fixed\nConversion Price” means the lower of (x) the closing price of the Common Stock on the six (6) month anniversary of the Issue Date\n(or, if such date is not a Trading Day, then the first Trading Day thereafter), or (y) the closing price of the Common Stock on the sixtieth\n(60th) day (or, if such date is not a Trading Day, then the first Trading Day thereafter) following the date that the SEC has declared\nthe Registration Statement required by the Note Purchase Agreement effective for resales of the Conversion Shares by White Lion. The conversion\nprice shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Company relating to the Company’s\nsecurities or the securities of any subsidiary of the Company, as well as combinations, recapitalization, reclassifications, extraordinary\ndistributions and similar events. At no time may White Lion hold or be required to take more than 4.99% (or up to 9.99% at the election\nof White Lion pursuant to the Initial Note) of the outstanding Class A Common Stock. In accordance with ASC 815, the Company determined\nthat the embedded conversion option in the White Lion Notes should be bifurcated as a derivative liability and recorded as a discount,\nand the derivative liability accounted for at fair value on a recurring basis.

During the three months ended March 31, 2026,\nofficers, directors and other employees agreed to structure an aggregate of $3,446,454 of deferred salary and bonuses into promissory\nnotes. The notes carry interest at 15.0%, payable quarterly, and mature on July 1, 2029.

On April 1, 2026, the Company issued a convertible\npromissory note in the aggregate principal amount of $1,200,000 to White Lion in exchange for $1,128,000 in cash from White Lion with\na maturity date of July 1, 2027 which bears interest at 5.0%. White Lion has the right, at any time until complete satisfaction of the\namounts owed under the Initial Note, to convert any amounts owed under the Initial Note into Class A Common Stock of the Company at a\nconversion price equal to the greater of: (i) $0.15 or (ii) the lower of (A) the Fixed Conversion Price (as defined below) or (B) 90%\nmultiplied by the lowest closing price of the Common Stock during the ten (10) Trading Days prior to the subject Conversion Date (representing\na discount rate of 10%), provided however, in the event that such Conversion Price would be less than $0.15 per share (the “Floor\nPrice”), in any instance, then the applicable Conversion Price for such conversion shall be equal to the Floor Price. “Fixed\nConversion Price” means the lower of (x) $1.25 (or, if such date is not a Trading Day, then the first Trading Day thereafter), or\n(y) the closing price of the Common Stock on the ninetieth (90th) day (or, if such date is not a Trading Day, then the first Trading Day\nthereafter) following the Issue Date. The conversion price shall be automatically adjusted equitably for stock splits, stock dividends\nor rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, as well\nas combinations, recapitalization, reclassifications, extraordinary distributions and similar events. At no time may White Lion hold or\nbe required to take more than 4.99% (or up to 9.99% at the election of White Lion pursuant to the Initial Note) of the outstanding Class\nA Common Stock.

F-38

NOTE 13 — SUPPLEMENTAL DISCLOSURE\nOF OIL AND NATURAL GAS OPERATIONS (UNAUDITED)

The Company has only\none reportable operating segment, which is oil and natural gas development, exploration, and production in the United States. See\nthe Company’s accompanying consolidated statements of operations for information about results of operations for oil and gas producing\nactivities.

Capitalized Costs\nRelated to Crude Oil and Natural Gas Producing Activities

Aggregate capitalized\ncosts related to crude oil and natural gas exploration and production activities with applicable accumulated depreciation, depletion,\nand amortization are presented below as of the dates indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of December 31,
	2025			2024
Oil and natural gas properties	(As Restated)
Proved	$	90,443,361			$	100,285,138
Less: accumulated depreciation, depletion, and amortization		(4,951,565	)			(2,759,226	)
Net oil and natural gas properties capitalized costs	$	85,491,796			$	97,525,912

Costs Incurred for Oil and Natural Gas\nProducing Activities

Costs incurred in crude oil and natural gas\nexploration and development for the periods presented:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024
Acquisition Costs	$	13,675,000		$	-
Exploration costs		-			-
Development costs		6,872,649			6,095,765
Total	$	20,547,649		$	6,095,765

Reserve Quantity Information

The following information represents estimates\nof the Company’s proved reserves as of December 31, 2025 and 2024, which have been prepared by an independent third party and\nthey are presented in accordance with SEC rules. These rules require SEC reporting companies to prepare their reserve estimates using\nspecified reserve definitions and pricing based on a 12-month unweighted average of the first-day-of-the-month pricing. The pricing that\nwas used for estimates of the Company’s reserves as of December 31, 2025 and 2024 was based on an unweighted average 12-month\naverage U.S. Energy Information Administration WTI posted price per Bbl for oil and Henry Hub prices for natural gas price per Mcf\nfor natural gas, adjusted for transportation, quality and basis differentials. The Haas and Cobb reserve report as of December 31, 2025\nis included in this filing and covers 94% of our reserves as of December 31, 2025, while the remaining 6% were developed by our internal\nreserve engineers.

Subject to limited exceptions,\nproved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date of booking.\nThis requirement has limited and may continue to limit, the Company’s potential to record additional proved undeveloped reserves\nas it pursues its drilling program. Moreover, the Company may be required to write down its proved undeveloped reserves if it does not\ndrill on those reserves within the required five-year timeframe. The Company does not have any proved undeveloped reserves which have\nremained undeveloped for five years or more. The Company’s proved oil and natural gas reserves are located in the United States\nin the Permian Basin of southeast New Mexico. Proved reserves were estimated in accordance with the guidelines established by the SEC\nand the FASB. Oil and natural gas reserve quantity estimates are subject to numerous uncertainties inherent in the estimation of\nquantities of proved reserves and in the projection of future rates of production and the timing of development expenditures. The accuracy\nof such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results\nof subsequent drilling, testing and production may cause either upward or downward revision of previous estimates. Further, the volumes\nconsidered to be commercially recoverable fluctuate with changes in prices and operating costs. The Company emphasizes that reserve estimates\nare inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and natural gas\nproperties. Accordingly, these estimates are expected to change as additional information becomes available in the future.

F-39

The following table and\nsubsequent narrative disclosure provides a roll forward of the total proved reserves for the years ended December 31, 2025 and\n2024 as well as proved developed and proved undeveloped reserves at the beginning and end of each respective year:

	For the years ended December 31,
	2025			2024
	Oil (MBbls)			Natural Gas (MMcf)		Total (MBoe)	Oil (MBbls)		Natural Gas (MMcf)			Total (MBoe)
Proved Reserves:
Beginning of period		14,018			2,840		14,492			15,414			3,525		16,002
Extensions and discoveries		-			-		-			-			-		-
Acquisitions of minerals in place		169			-		169
Dispositions of minerals in place		(5,307	)		(1,226	)	(5,511	)		-			-		-
Revisions to previous estimates		(5,951	)		(903	)	(6,102	)		(1,140	)		(472	)	(1,219	)
Production		(244	)		(142	)	(268	)		(256	)		(213	)	(291	)
End of period		2,685			569		2,780			14,018			2,840		14,492
Proved Developed Reserves:
Beginning of period		9,803			2,056		10,145			11,277			2,674		11,723
End of period		2,685			569		2,780			9,803			2,056		10,145
Proved Undeveloped Reserves:
Beginning of period		4,215			784		4,346			4,137			850		4,279
End of period		-			-		-			4,215			784		4,346

Extensions and discoveries. For\nthe year ended December 31, 2025 and 2024, extensions and discoveries contributed to the increase of 0 MBoe, in the Company’s\nproved reserves.

Revisions of previous\nestimates. For the year ended December 31, 2025, revisions of previous estimates resulted in the decrease of reserves with\na negative revision of 6,102 MBoe in the Company’s proved reserves. For the year ended December 31, 2024, revisions of previous\nestimates resulted in the decrease of reserves with a negative revision of 1,219 MBoe in the Company’s proved reserves. The negative\nrevisions in 2025 is primarily attributable to a change in classification of certain reserves from proved to probable due to changes in\nthe timing of development plans and the capital requirements, and decrease in year-end SEC commodity prices for oil and natural gas The\nnegative revisions in 2024 is primarily attributable to the decrease in year-end SEC commodity prices for oil and natural gas.

Dispositions of minerals\nin place. For the year ended December 31, 2025, dispositions of minerals in place resulted in the decrease of reserves of 5,511\nMBoe in the Company’s proved reserves. The disposition in 2025 is attributable to the sale of a net 5% ORRI in the existing fields.

Standardized Measure\nof Discounted Future Net Cash Flows

The standardized measure\nof discounted future net cash flows does not purport to be, nor should it be interpreted to present, the fair value of the oil and natural\ngas reserves of a property. An estimate of fair value would take into account, among other things, the recovery of reserves not presently\nclassified as proved, the value of unproved properties and consideration of expected future economic and operating conditions.

The estimates of future\ncash flows and future production and development costs as of December 31, 2025 and 2024 are based on the unweighted arithmetic average\nfirst-day-of-the-month price for the preceding 12-month period. Estimated future production of proved reserves and estimated future production\nand development costs of proved reserves are based on current costs and economic conditions. All wellhead prices are held flat over the\nforecast period for all reserve categories. The estimated future net cash flows are then discounted at a rate of 10%.

The standardized measure\nof discounted future net cash flows relating to proved oil and natural gas reserves is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the year ended December 31,
	2025			2024
	(in thousands)
Future cash inflows	$	174,883			$	1,086,436
Future production costs		(110,477	)			(453,384	)
Future development costs		(51,368	)			(124,216	)
Future income tax expense		(17,821	)			(91,226	)
Future net cash flows		(4,783	)			417,610
10% annual discount for estimated timing of cash flows		35,967				(244,497	)
Standardized measure of discounted future net cash flows	$	31,184			$	173,113

F-40

In the foregoing determination\nof future cash inflows, sales prices used for oil and natural gas for December 31, 2025 and 2024 were estimated using the average\nprice during the 12-month period, determined as the unweighted arithmetic average of the first-day-of-the-month price for each month.\nPrices were adjusted by lease for quality, transportation fees and regional price differentials. Future costs of developing and producing\nthe proved gas and oil reserves reported at the end of each year shown were based on costs determined at each such year-end, assuming\nthe continuation of existing economic conditions. Furthermore, future development costs include abandonment costs.

It is not intended that\nthe FASB’s standardized measure of discounted future net cash flows represent the fair market value of the Company’s proved\nreserves. The Company cautions that the disclosures shown are based on estimates of proved reserve quantities and future production schedules\nwhich are inherently imprecise and subject to revision and the 10% discount rate is arbitrary. In addition, costs and prices as of the\nmeasurement date are used in the determinations and no value may be assigned to probable or possible reserves.

Changes in the standardized\nmeasure of discounted future net cash flows relating to proved oil and natural gas reserves are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the year ended December 31,
	2025			2024
	(in thousands)
Balance, beginning of period	$	173,113			$	255,109
Net change in sales and transfer prices and in production (lifting) costs related to future production		(114,554	)			(32,505	)
Sales and transfers of oil and natural gas produced during the period		(5,748	)			(9,452	)
Changes in estimated future development costs		(73,217	)			2,018
Previously estimated development incurred during the period		6,873				6,096
Net purchases (divestitures) of reserves in place		(335	)			—
Net change due to revisions in quantity estimates		(84,098	)			(20,516	)
Net change due to extensions and discoveries, and improved recovery		—				—
Net change due to changes in estimated income taxes		27,893				(8,641	)
Accretion of discount		17,311				25,511
Timing and other differences		83,946				(44,507	)
Standardized measure of discounted future net cash flows	$	31,184			$	173,113

NOTE 14 — RESTATEMENT OF PREVIOUSLY\nISSUED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company has received\na series of comment letters (“Comment Letters”) from the staff (the “Staff”) of the Division of Corporation Finance\nof the Securities and Exchange Commission (“SEC”). The Comment Letters included comments related to the Company’s accounting\nfor non-controlling interest (“NCI”) for Class B Units of a subsidiary of the Company and the corresponding number of Class\nB Common Stock of the Company (collectively, referred to as the “Class B Equity”). The Company did not allocate its annual\nlosses to the NCI because, among other things pursuant to the purchase agreement for the Company’s initial business combination\nand related transaction documents, the Class B Equity had “no economic” rights.

On February 24, 2026, the Audit Committee of the\nBoard of Directors of the Company (the “Audit Committee”) determined, based on management’s recommendation and after\nconsultation with CBIZ CPAs P.C., the Company’s independent registered public accounting firm, to modify the accounting methodology\nand allocate net income or loss to the NCI for Class B Equity from November 15, 2023, when the Class B Equity was issued, through February\n2025, when the last of the Class B Equity was converted to Class A Common Stock of the Company.

During the preparation of the Company’s\n2025 consolidated financial statements, the Company determined that a side agreement executed in 2021 in connection with the sale of founders’\nshares to the Company’s Chief Executive Officer contained a put right on the purchased shares of common stock. The Company did not\naccount for this put right. The Company determined that this put right should be classified as a derivative liability and measured at\nfair value, and that the underlying shares of common stock should be accounted for as mezzanine equity.

In addition, the Company determined that the conversion\noptions within the 2025 Convertible Notes and the White Lion Notes should be bifurcated as derivative liabilities and accounted for at\nfair value as further discussed in Note 8 above.

In addition, as previously reported in the Company’s\nSeptember 30, 2025, 10Q filed on November 14, 2025, during the preparation of its financial statements for the nine months ended September\n30, 2025, the Company determined the asset retirement obligation liability and related accretion of asset retirement obligation expenses\nincurred during three months ended March 31, 2025, three months ended June 30, 2025 and the six months ended June 30, 2025 was overstated\ndue to an incorrect discount rate being used in the calculation. The Company also identified errors related to (i) the accounting for\ncertain vendor invoices in the correct period which resulted in additional capitalized expenditures related to oil and gas operations,\nadditional lease operating and general and administrative expenses, and corresponding changes to accounts payable and other accrued liabilities,\n(ii) incorrect recognition of royalties payable at the proper ownership interest and historical differentials, (iii) recognition of certain\ncrude oil and natural gas sales in the wrong period, (iv) recognition of certain production taxes and lease operating expenses in the\nwrong period, (v) incorrect recognition of interest expense and gain on the settlement of liabilities during the third quarter of 2025,\n(vi) proper classification of capital expenditures related to oil and gas operations between prepaid expenditures and capitalized assets,\n(vii) improper recognition and classification of cash received for settlement of commodity derivatives, (viii) incorrect classification\nbetween current and long term assets of security deposits on oil and gas bonds and (ix) the related estimated tax impacts of the previously\nmentioned errors in its consolidated financial statements. Additionally, the Company identified an error in which it had incorrectly capitalized\ncertain prepaid workover costs to Oil and Gas properties which had not yet actually been incurred.

F-41

The impact of the errors on the previously issued unaudited condensed\nconsolidated financial statements is as follows:

	Three Months Ended March 31, 2025
	As Reported			Adjustments			As Restated
Revenues
Natural gas and natural gas liquids	$	139,532			$	(59,500	)	$	80,032
Total revenues		4,564,598				(59,500	)		4,505,098

Expenses
Lease operating		1,921,321				269,446			2,190,767
Accretion of asset retirement obligations		335,771				(328,779	)		6,992
General and administrative		2,084,545				(275,655	)		1,808,890
Total expenses		4,835,928				(334,988	)		4,500,940
Operating income (loss)		(271,330	)			275,488			4,158
Gain on extinguishment of liabilities		92,294				(484,113	)		(391,819	)
Change in fair value of derivative liabilities		-				(129,721	)		(129,721	)
Change in fair value of derivative liabilities - related party		-				113,000			113,000
Other income		13,627				(13,426	)		201
Total other income (expense)		(2,251,286	)			(514,260	)		(2,765,546	)
Income (loss) before income taxes		(2,522,616	)			(238,772	)		(2,761,388	)
Income tax (provision) benefit		770,385				(65,516	)		704,869
Net income (loss)		(1,752,231	)			(304,288	)		(2,056,519	)
Net income (loss) attributable to NCI		-				(28,535	)		(28,535	)
Net income (loss) attributable to Eon Resources, Inc.	$	(1,752,231	)		$	(275,753	)	$	(2,027,984	)

Weighted average share outstanding, common stock - basic and diluted		15,338,289				-			15,338,289
Net income (loss) per share of common stock – basic and diluted	$	(0.11	)			(0.02	)	$	(0.13	)

Condensed Consolidated Balance Sheet	As of March 31, 2025
	As Reported			Adjustment			As Restated

Crude oil and natural gas properties, successful efforts method:
Proved Properties	$	100,926,091			$	(36,870	)	$	100,889,221
Total oil and natural gas properties, net		98,069,791				(36,870	)		98,032,921
Total Assets	$	103,860,046			$	(36,870	)	$	103,823,176

Accounts payable	$	6,599,927			$	(319,306	)	$	6,280,621
Accrued liabilities and other		8,393,414				(130,614	)		8,262,800
Royalties payable		4,117,471				479,767			4,597,238
Total current liabilities		33,707,812				29,847			33,737,659
Asset retirement obligations		1,385,056				(328,779	)		1,056,277
Deferred tax liability		1,922,348				65,516			1,987,864
Derivative liabilities		-				216,646			216,646
Derivative liabilities, related parties		-				2,537,000			2,537,000
Total for non-current liabilities		37,644,078				2,490,383			40,134,461
Total liabilities		71,351,890				2,520,230			73,872,120

Redeemable common stock		-				800,000			800,000

Class A Common Stock		1,792				(40	)		1,752
Additional paid in capital		41,237,209				(402,772	)		40,834,437
Accumulated deficit		(29,951,259	)			1,253,477			(28,697,782	)
Total stockholders’ deficit attributable to EON Resources, Inc.		11,287,742				850,665			12,138,407
Noncontrolling Interest		21,220,414				(4,207,765	)		17,012,649
Total Stockholders’ Equity		32,508,156				(3,357,100	)		29,151,056
Total Liabilities and Stockholders Equity	$	103,860,046			$	(36,870	)	$	103,823,176

F-42

	Three Months Ended June 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude oil	$	3,520,740			$	74,402		$	3,595,142
Natural gas and natural gas liquids		67,840				(25,500	)		42,340
Total revenues		4,583,148				48,902			4,632,050

Expenses
Production taxes, transportation and processing		302,850				12,491			315,341
Lease operating		1,993,454				365,588			2,359,042
Accretion of asset retirement obligations		95,322				(86,809	)		8,513
General and administrative		1,941,044				(132,699	)		1,808,345
Total expenses		4,790,860				158,571			4,949,431
Operating income (loss)		(207,712	)			(109,669	)		(317,381	)
Gain on extinguishment of liabilities		207,307				(1,121,825	)		(914,518	)
Change in fair value of derivative liabilities		-				(755,558	)		(755,558	)
Change in fair value of derivative liabilities - related party		-				449,000			449,000
Interest expense		(1,678,538	)			28,882			(1,649,656	)
Other income		281,715				(281,715	)		-
Total other income (expense)		(1,491,511	)			(1,681,216	)		(3,172,727	)
Income (loss) before income taxes		(1,699,223	)			(1,790,885	)		(3,490,108	)
Income tax (provision) benefit		398,744				135,515			534,259
Net income (loss)		(1,300,479	)			(1,655,370	)		(2,955,849	)
Net income (loss) attributable to Eon Resources, Inc.	$	(1,300,479	)		$	(1,655,370	)	$	(2,955,849	)

Weighted average share outstanding, common stock - basic and diluted		22,575,043				-			22,575,043
Net income (loss) per share of common stock – basic and diluted	$	(0.06	)			(0.07	)	$	(0.13	)

	Six Months Ended June 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude oil	$	7,913,345			$	74,402		$	7,987,747
Natural gas and natural gas liquids		207,372				(85,000	)		122,372
Total revenues		9,147,746				(10,598	)		9,137,148

Expenses
Production taxes, transportation and processing		700,066				12,491			712,557
Lease operating		3,914,775				635,034			4,549,809
Accretion of asset retirement obligations		251,538				(236,033	)		15,505
General and administrative		4,025,589				(408,354	)		3,617,235
Total expenses		9,447,233				3,138			9,450,371
Operating income (loss)		(299,487	)			(13,736	)		(313,223	)
Gain on extinguishment of liabilities		299,601				(1,605,938	)		(1,306,337	)
Change in fair value of derivative liabilities		-				(885,279	)		(885,279	)
Change in fair value of derivative liabilities - related party		-				562,000			562,000
Interest expense		(3,422,784	)			28,882			(3,393,902	)
Other income		295,342				(295,141	)		201
Total other income (expense)		(3,742,797	)			(2,195,476	)		(5,938,273	)
Income (loss) before income taxes		(4,042,284	)			(2,209,212	)		(6,251,496	)
Income tax (provision) benefit		1,169,129				69,999			1,239,128
Net income (loss)		(2,873,155	)			(2,139,213	)		(5,012,368	)
Net income (loss) attributable to NCI		-				(28,535	)		(28,535	)
Net income (loss) attributable to Eon Resources, Inc.	$	(2,873,155	)		$	(2,110,678	)	$	(4,983,833	)

Weighted average share outstanding, common stock - basic and diluted		18,809,177				-			18,809,177
Net income (loss) per share of common stock – basic and diluted	$	(0.15	)			(0.11	)	$	(0.26	)

F-43

Condensed Consolidated Balance Sheet	As of June 30, 2025
	As Reported			Adjustment			As Restated

Accounts receivable – Crude Oil and natural gas sales	$	1,433,262			$	74,402		$	1,507,664
Prepaid expenses and other current assets		488,183				861,056			1,349,239
Total current Assets		5,875,645				935,458			6,811,103
Crude oil and natural gas properties, successful efforts method:
Proved Properties		103,382,842				(1,043,485	)		102,339,357
Total oil and natural gas properties, net		100,068,351				(1,043,485	)		99,024,866
Other noncurrent asset		-				213,750			213,750
Total Assets	$	105,963,996			$	105,723		$	106,069,719

Accounts payable	$	6,279,528			$	(357,729	)	$	5,921,799
Accrued liabilities and other		9,118,446				442,584			9,561,030
Royalties payable		4,434,575				536,896			4,971,471
Total current liabilities		27,607,625				621,751			28,229,376
Asset retirement obligations		1,430,899				(236,033	)		1,194,866
Deferred tax liability		1,523,603				(69,999	)		1,453,604
Derivative liabilities		-				728,582			728,582
Derivative liabilities, related parties		-				2,088,000			2,088,000
Total for non-current liabilities		40,139,959				2,510,550			42,650,509
Total Liabilities		67,747,584				3,132,301			70,879,885

Redeemable common stock		-				800,000			800,000

Class A Common Stock		3,435				(40	)		3,395
Additional paid in capital		48,064,746				962,675			49,027,421
Accumulated deficit		(31,072,183	)			(581,448	)		(31,653,631	)
Total stockholders’ deficit attributable to EON Resources, Inc.		16,995,998				381,187			17,377,185
Noncontrolling Interest		21,220,414				(4,207,765	)		17,012,649
Total Stockholders’ Equity		38,216,412				(3,826,578	)		34,389,834
Total Liabilities and Stockholders Equity	$	105,963,996			$	105,723		$	106,069,719

	Three Months Ended September 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude Oil	$	4,351,800			$	(117,945	)	$	4,233,855
Natural gas and natural gas liquids		132,466				(26,832	)		105,634
Total revenues		4,364,341				(144,777	)		4,219,564

Expenses
Production taxes, transportation and processing		435,539				(12,491	)		423,048
Lease operating		2,545,969				203,248			2,749,217
General and administrative		2,591,296				54,001			2,645,297
Total expenses		6,129,063				244,758			6,373,821
Operating loss		(1,764,722	)			(389,535	)		(2,154,257	)
Amortization of financing costs		(399,697	)			(21,526	)		(421,223	)
Change in fair value of derivative liabilities		-				(779,187	)		(779,187	)
Change in fair value of derivative liabilities - related party		-				(563,000	)		(563,000	)
Interest expense		(1,220,390	)			(67,329	)		(1,287,719	)
Gain on extinguishment of liabilities		1,846,684				(19,481	)		1,827,203
Total other income (expense)		13,650,069				(1,450,523	)		12,199,546
Income (loss) before income taxes		11,885,347				(1,840,058	)		10,045,289
Income tax (provision) benefit		(6,260,472	)			178,606			(6,081,866	)
Net income (loss)		5,624,875				(1,661,452	)		3,963,423
Net income (loss) attributable to Eon Resources, Inc.	$	5,624,875			$	(1,661,452	)	$	3,963,423

Weighted average share outstanding, common stock – basic		38,073,390				-			38,073,390
Weighted average share outstanding, common stock - diluted		54,964,640				-			54,964,640
Net income (loss) per share of common stock – basic	$	0.15				(0.05	)	$	0.10
Net income (loss) per share of common stock –diluted	$	0.10				(0.03	)	$	0.07

F-44

	Nine Months Ended September 30, 2025
	As Reported			Adjustments			As Restated
Revenues
Crude Oil	$	12,265,145			$	(43,543	)	$	12,221,602
Natural gas and natural gas liquids		339,838				(111,832	)		228,006
Total revenues		13,512,087				(155,375	)		13,356,712

Expenses
Lease operating expenses		6,460,744				838,282			7,299,026
General and administrative		6,616,885				(354,353	)		6,262,532
Total Expenses		15,340,263				483,929			15,824,192
Operating loss		(1,828,176	)			(639,304	)		(2,467,480	)
Gain on extinguishment of liabilities		2,146,285				(1,625,419	)		520,866
Amortization of financing costs		(1,069,514	)			(21,526	)		(1,091,040	)
Change in fair value of derivative liabilities		-				(1,664,466	)		(1,664,466	)
Change in fair value of derivative liabilities - related party		-				(1,000	)		(1,000	)
Interest expense		(4,643,174	)			(38,447	)		(4,681,621	)
Other income		295,342				(295,141	)		201
Total other income (expense)		9,907,272				(3,645,999	)		6,261,273
Income (loss) before income taxes		8,079,096				(4,285,303	)		3,793,793
Income tax (provision) benefit		(5,091,343	)			248,605			(4,842,738	)
Net income (loss)		2,987,753				(4,036,698	)		(1,048,945	)
Net income (loss) attributable to NCI		-				(28,535	)		(28,535	)
Net income (loss) attributable to Eon Resources, Inc.	$	2,987,753			$	(4,008,163	)	$	(1,020,410	)

Weighted average share outstanding, common stock - basic		25,301,146				-			25,301,146
Weighted average share outstanding, common stock - diluted		47,789,972				(22,488,826	)		25,301,146
Net income (loss) per share of common stock – basic	$	0.12				(0.16	)	$	(0.04	)
Net income (loss) per share of common stock – diluted	$	0.07				(0.11	)	$	(0.04	)

Condensed Consolidated Balance Sheet	As of September 30, 2025
	As Reported			Adjustment			As Restated

Prepaid expenses and other current assets	$	2,631,633			$	(1,136,594	)	$	1,495,039
Total current Assets		5,317,897				(1,136,594	)		4,181,303
Crude oil and natural gas properties, successful efforts method:
Proved Properties		87,041,010				7,672			87,048,682
Total oil and natural gas properties, net		84,177,401				7,672			84,185,073
Other noncurrent assets		-				1,630,000			1,630,000
Total Assets	$	89,515,298			$	501,078		$	90,016,376

Accounts payable	$	5,859,332			$	(190,232	)	$	5,669,100
Accrued liabilities and other		3,911,147				1,037,318			4,948,465
Royalties payable		4,023,291				601,491			4,624,782
Total current liabilities		15,258,502				1,448,577			16,707,079
Convertible note liability, net of discount		4,392,087				(150,035	)		4,242,052
Deferred tax liability		7,067,245				(248,605	)		6,818,640
Derivative liabilities		-				808,133			808,133
Derivative liabilities, related parties		-				2,651,000			2,651,000
Total for non-current liabilities		13,358,587				3,060,493			16,419,080
Total Liabilities		28,617,089				4,509,070			33,126,159

Redeemable common stock		-				800,000			800,000

Class A Common Stock		4,503				(40	)		4,463
Additional paid in capital		86,104,981				(2,329,019	)		83,775,962
Accumulated deficit		(25,211,275	)			(2,478,933	)		(27,690,208	)
Total stockholders’ deficit attributable to EON Resources, Inc.		60,898,209				(4,807,992	)		56,090,217
Total Stockholders’ Equity		60,898,209				(4,807,992	)		56,090,217
Total Liabilities and Stockholders Equity	$	89,515,298			$	501,078		$	90,016,376

F-45

NOTE 15 — RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED\nFINANCIAL STATEMENTS

On\nOctober 8, 2026, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) determined, based\non management’s recommendation that the accounting estimate for depletion, depreciation and amortization of its oil and gas reserves was\nincorrectly applied on a retrospective basis arising from changes in classification of its reserves from proved undeveloped reserves\nto probable reserves instead of on a prospective basis. As a result, the Company previously overstated depletion, depreciation and\namortization expense for the year ended December 31, 2025, and the related impact to its provision for income taxes.

The impact of the errors on the previously issued consolidated\nfinancial statements is as follows:

Consolidated Balance Sheet	As of December 31, 2025
	As Reported			Adjustment			As Restated

Crude oil and natural gas properties, successful efforts method:
Accumulated depreciation, depletion, and amortization,\n net	$	(8,491,565	)		$	3,540,000		$	(4,951,565	)
Total oil and natural gas properties, net		81,951,796				3,540,000			85,491,796
Total Assets	$	86,938,586			$	3,540,000		$	90,478,586

Accrued liabilities and other	$	9,784,912			$	37,000			9,821,912
Total current liabilities		24,889,896				37,000			24,926,896
Deferred tax liability		3,959,392				871,000			4,830,392
Total non-current liabilities		10,893,391				871,000			11,764,391
Total liabilities		35,783,287				908,000			36,691,287

Accumulated deficit		(36,767,880	)			2,632,000			(34,135,880	)
Total stockholders’ deficit attributable to EON\n Resources, Inc.		50,355,299				2,632,000			52,987,299
Total Stockholders’ Equity		50,355,299				2,632,000			52,987,299
Total Liabilities, Mezzanine Equity and Stockholders\n Equity	$	86,938,586			$	3,540,000		$	90,478,586

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Consolidated Statement of Operations	Year Ended December 31 2025
	As Reported			Adjustments			As Restated

Expenses
Depletion, depreciation and amortization	$	6,710,092			$	(3,540,000	)	$	3,170,092
Total expenses		30,738,109				(3,540,000	)		27,198,109
Operating loss		(13,801,545	)			3,540,000			(10,261,545	)
Income (loss) before income taxes		(8,213,063	)			3,540,000			(4,673,063	)
Income tax (provision) benefit		(1,913,554	)			(908,000	)		(2,821,554	)
Net income (loss)		(10,126,617	)			2,632,000			(7,494,617	)
Net income (loss) attributable to Eon\n Resources, Inc.	$	(10,098,082	)		$	2,632,000		$	(7,466,082	)

Weighted average share outstanding,\n common stock – basic and diluted		31,191,907				-			31,191,907

Net income (loss) per share of common\n stock –basic and diluted	$	(0.32	)			0.08		$	(0.24	)

F-46

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

															Total Stockholders’
	Class A		Class B			Additional			Equity Attributable to Eon						Total
	Common Stock		Common Stock			Paid-In	Accumulated		Resources			Noncontro4lling			Stockholder’4
	Shares		Amount			Shares	Amount		Capital			deficit			Inc.		Interest		Equity
As Previously Reported
Balance – December 31, 2024		9,923,205		$	992		500,000		$	50			$	30,512,043		$	(26,669,798	)	$	3,843,287		$	20,426,184		$	24,269,471
Shares issued under equity line of credit		14,770,000			1,477		-			-				8,500,775			-			8,502,252			-			8,502,252
Share-based compensation		1,783,668			178		-			-				1,154,212			-			1,154,390			-			1,154,390
Class B exchanged for Class A		500,000			50		(500,000	)		(50	)			3,385,000			-			3,385,000			(3,385,000	)		-
Shares issued for conversion of notes payable		21,120,163			2,112		-			-				8,483,316			-			8,485,428			-			8,485,428
Shares issued for buyout of non-controlling interest		1,500,000			150		-			-				17,012,499			-			17,012,649			(17,012,649	)		-
Shares issued to settle accounts payable		143,665			14		-			-				94,343			-			94,357			-			94,357
Shares issued for acquisition of oil and gas equipment		1,000,000			100		-			-				547,500			-			547,600			-			547,600
Shares issued for acquisition of oil and gas leases		1,000,000			100		-			-				547,500			-			547,600			-			547,600
Derivative liability conversion to common stock		-			-		-			-				3,440,412			-			3,440,412			-			3,440,412
Capital Contribution for related party debt extinguishment		-			-		-			-				13,440,406			-			13,440,406			-			13,440,406
Net loss		-			-		-			-				-			(10,098,082	)		(10,098,082	)		(28,535	)		(10,126,617	)
Balance – December 31,\n 2025		51,740,701		$	5,173		-		$	-			$	87,118,006		$	(36,767,880	)	$	50,355,299		$	-		$	50,355,299

Restatement Impacts
Net loss		-			-		-			-				-			2,632,000			2,632,000			-			2,632,000
		-			-		-			-				-			2,632,000			2,632,000			-			2,632,000

As Restated
Balance – December 31, 2024		9,923,205		$	992		500,000		$	50			$	30,512,043		$	(26,669,798	)	$	3,843,287		$	20,426,184		$	24,269,471
Shares issued under equity line of credit		14,770,000			1,477		-			-				8,500,775			-			8,502,252			-			8,502,252
Share-based compensation		1,783,668			178		-			-				1,154,212			-			1,154,390			-			1,154,390
Class B exchanged for Class A		500,000			50		(500,000	)		(50	)			3,385,000			-			3,385,000			(3,385,000	)		-
Shares issued for conversion of notes payable		21,120,163			2,112		-			-				8,483,316			-			8,485,428			-			8,485,428
Shares issued for buyout of non-controlling interest		1,500,000			150		-			-				17,012,499			-			17,012,649			(17,012,649	)		-
Shares issued to settle accounts payable		143,665			14		-			-				94,343			-			94,357			-			94,357
Shares issued for acquisition of oil and gas equipment		1,000,000			100		-			-				547,500			-			547,600			-			547,600
Shares issued for acquisition of oil and gas leases		1,000,000			100		-			-				547,500			-			547,600			-			547,600
Derivative liability conversion to common stock		-			-		-			-				3,440,412			-			3,440,412			-			3,440,412
Capital Contribution for related party debt extinguishment		-			-		-			-				13,440,406			-			13,440,406			-			13,440,406
Net loss		-			-		-			-				-			(7,466,082	)		(7,466,082	)		(28,535	)		(7,494,617	)
Balance – December 31,\n 2025		51,740,701		$	5,173		-		$	-			$	87,118,006		$	(34,135,880	)	$	52,987,299		$	-		$	52,987,299

F-47

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Consolidated Statement of Cash Flows	Year Ended December 31 2025
	As \n Reported			Adjustments			As \n Restated

Net loss	$	(10,126,617	)		$	2,632,000		$	(7,494,617	)
Depreciation, depletion, and amortization expense		6,710,092				(3,540,000	)		3,170,092
Deferred income tax benefit		1,266,659				871,000			2,137,659
Accrued liabilities and other		4,898,434				37,000			4,935,434
Net cash provided by operating activities		(7,645,418	)			-			(7,645,418	)

F-48

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