8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 4, 2022

U.S. ENERGY CORP.

(Exact name of registrant as specified in its charter)

Wyoming	000-06814	83-0205516
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

675 Bering Drive, Suite 100, Houston, Texas	77057
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 993-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	USEG	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATION NOTE

U.S. Energy Corp. (the “Company”, “we” and “us”) previously filed a Current Report on Form 8-K with the Securities and Exchange Commission on January 10, 2022 (the “Initial Report”) disclosing among other things, the closing, on January 5, 2022, of the transactions contemplated by those certain three separate Purchase and Sale Agreements (as amended to date, the “Purchase Agreements”), previously entered into by the Company on October 4, 2021, with each of (a) Lubbock Energy Partners, LLC (“Lubbock”); (b) Banner Oil & Gas, LLC (“Banner”), Woodford Petroleum, LLC (“Woodford”) and Llano Energy LLC (“Llano”, and together with Banner and Woodford, collectively, “Sage Road”), and (c) Synergy Offshore, LLC (“Synergy”, and collectively with Lubbock and Sage Road, the “Sellers”). Pursuant to the Purchase Agreements, U.S. Energy acquired certain oil and gas properties from the Sellers, representing a diversified, conventional portfolio of operated, producing, oil-weighted assets located across the Rockies, West Texas, Eagle Ford, and Mid-Continent. The acquisitions also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the acquired assets (collectively with the oil and gas properties acquired, the “Acquired Assets” and the “Acquisitions”).

At the time of the filing of the Initial Report, the Company stated that it intended to file the required financial statements and pro forma financial information associated with the Acquisitions within 71 days from the date that such Initial Report was required to be filed. By this Amendment No. 2 to the Initial Report, the Company is amending Item 9.01 thereof to include the required financial statements and pro forma financial information, which are filed as exhibits hereto and are incorporated herein by reference.

Except for this Explanatory Note, the filing of the financial statements and the pro forma financial information required by Item 9.01, and the consents of Plante & Moran, PLLC, HSPG & Associates, PC, Weaver and Tidwell, L.L.P., and HoganTaylor LLP, filed herewith as Exhibits 23.1 and 23.2, 23.3, 23.4 and 23.5, respectively, there are no changes to the Initial Report, as amended by Amendment No. 1 thereto, filed with the Commission on January 21, 2022.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

(i) Lubbock Energy Partners, LLC’s audited financial statements, which comprise Lubbock Energy Partners, LLC’s balance sheets as of December 31, 2020 and 2019 and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(ii) Lubbock Energy Partners, LLC’s unaudited condensed financial statements, which comprise Lubbock Energy Partners, LLC’s condensed balance sheets as of September 30, 2021 and December 31, 2020 and the related condensed statements of operations, changes in members’ equity, and cash flows for the nine months ended September 30, 2021 and 2020, and the related notes to the unaudited condensed financial statements, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(iii) Banner Oil & Gas, LLC’s audited financial statements, which comprise Banner Oil & Gas, LLC’s consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, cash flows, and members’ equity for the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(iv) Banner Oil & Gas, LLC’s unaudited financial statements, which comprise Banner Oil & Gas, LLC’s consolidated balance sheets as September 30, 2021 and December 31, 2020, and the related consolidated statements of operations, cash flows, and members’ equity for the nine months ended September 30, 2021 and 2020, and the related notes to the financial statements, are filed as Exhibit 99.4 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(v) Woodford Petroleum LLC’s audited financial statements, which comprise Woodford Petroleum LLC’s balance sheets as of December 31, 2020 and 2019, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to financial statements, are filed as Exhibit 99.5 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(vi) Woodford Petroleum LLC’s unaudited financial statements, which comprise Woodford Petroleum LLC’s balance sheets as of September 30, 2021 and December 31, 2020, and the related statements of operations, changes in members’ equity, and cash flows for the nine months ended September 30, 2021 and 2020, and the related notes to financial statements, are filed as Exhibit 99.6 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(vii) Llano Energy LLC’s audited financial statements, which comprise Llano Energy LLC’s balance sheets as of December 31, 2020 and 2019, the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to financial statements, are filed as Exhibit 99.7 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(viii) Llano Energy LLC’s unaudited financial statements, which comprise Llano Energy LLC’s balance sheets as of September 30, 2021 and December 31, 2020, the related statements of operations, members’ equity, and cash flows for the nine months ended September 30, 2021 and 2020, and the related notes to financial statements, are filed as Exhibit 99.8 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(ix) Synergy Offshore, LLC’s audited financial statements, which comprise Synergy Offshore, LLC’s balance sheets as of December 31, 2020 and 2019 and the related statements of operations, changes in members’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.9 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

(x) Synergy Offshore, LLC’s unaudited condensed financial statements, which comprise Synergy Offshore, LLC’s condensed balance sheets as of September 30, 2021 and December 31, 2020, and the related condensed statements of operations, changes in members’ equity (deficit), and cash flows for the nine months ended September 30, 2021 and 2020, and the related notes to the financial statements, are filed as Exhibit 99.10 to this Current Report on Form 8-K/A, and are incorporated herein by reference.

The consents of Plante & Moran, PLLC, HSPG & Associates, PC, Weaver and Tidwell, L.L.P., and HoganTaylor LLP, are filed herewith as Exhibits 23.1 and 23.2, 23.3, 23.4 and 23.5.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial information of U.S. Energy Corp., as of September 30, 2021, and for the nine months ended September 30, 2021 and the year ended December 31, 2020, as required by Item 9.01, as well as the accompanying notes thereto, are filed as Exhibit 99.11 to this Current Report on Form 8-K/A and are incorporated herein by reference. The unaudited pro forma consolidated financial statements are based on the historical consolidated financial statements of the Company and adjusts such information to give effect of the Acquisitions.

(d) Exhibits

Exhibit No.	Description
23.1*	Consent of Plante & Moran, PLLC
23.2*	Consent of Plante & Moran, PLLC
23.3*	Consent of HSPG & Associates, PC
23.4*	Consent of Weaver and Tidwell, L.L.P.
23.5*	Consent of HoganTaylor LLP
99.1*	Audited historical financial statements of Lubbock Energy Partners, LLC, which comprise Lubbock Energy Partners, LLC’s balance sheets as of December 31, 2020 and 2019 and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the financial statements
99.2*	Unaudited condensed financial statements of Lubbock Energy Partners, LLC, which comprise Lubbock Energy Partners, LLC’s condensed balance sheets as of September 30, 2021 and December 31, 2020 and the related condensed statements of operations, changes in members’ equity, and cash flows for the nine months ended September 30, 2021 and 2020, and the related notes to the unaudited condensed financial statements
99.3*	Audited historical financial statements of Banner Oil & Gas, LLC, which comprise Banner Oil & Gas, LLC’s consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, cash flows, and members’ equity for the years then ended, and the related notes to the financial statements
99.4*	Unaudited financial statements of Banner Oil & Gas, LLC, which comprise Banner Oil & Gas, LLC’s consolidated balance sheets as September 30, 2021 and December 31, 2020, and the related consolidated statements of operations, cash flows, and members’ equity for the nine months ended September 30, 2021 and 2020, and the related notes to the financial statements
99.5*	Audited historical consolidated financial statements of Woodford Petroleum LLC, which comprise Woodford Petroleum LLC’s balance sheets as of December 31, 2020 and 2019, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to financial statements
99.6*	Unaudited financial statements of Woodford Petroleum LLC, which comprise Woodford Petroleum LLC’s balance sheets as of September 30, 2021 and December 31, 2020, and the related statements of operations, changes in members’ equity, and cash flows for the nine months then ended September 30, 2021 and 2020, and the related notes to financial statements
99.7*	Audited historical financial statements of Llano Energy LLC, which comprise Llano Energy LLC’s balance sheets as of December 31, 2020 and 2019, the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to financial statements
99.8*	Unaudited financial statements of Llano Energy LLC, which comprise Llano Energy LLC’s balance sheets as of September 30, 2021 and December 31, 2020, the related statements of operations, members’ equity, and cash flows for the nine months ended September 30, 2021 and 2020, and the related notes to financial statements
99.9*	Audited historical financial statements of Synergy Offshore, LLC, which comprise Synergy Offshore, LLC’s balance sheets as of December 31, 2020 and 2019 and the related statements of operations, changes in members’ equity (deficit), and cash flows for the years then ended and the related notes to financial statements
99.10*	Unaudited condensed financial statements of Synergy Offshore, LLC, which comprise Synergy Offshore, LLC’s condensed balance sheets as of September 30, 2021 and December 31, 2020, and the related condensed statements of operations, changes in members’ equity (deficit), and cash flows for the nine months ended September 30, 2021 and 2020, and the related notes to the unaudited condensed financial statements
99.11*	Unaudited pro forma consolidated financial information of U.S. Energy Corp., as of September 30, 2021, and for the nine months ended September 30, 2021 and the year ended December 31, 2020
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

* Filed herewith.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K/A and Exhibits 99.1 through 99.11 hereto contain forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our Annual Reports on Form 10-K and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. ENERGY CORP.
By:	/s/ Ryan Smith
	Ryan Smith
	Chief Executive Officer

Dated: March 1, 2022

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference of our report dated October 21, 2021 on the financial statements of Lubbock Energy Partners, LLC as of and for the years ended December 31, 2020 and 2019 in U.S. Energy Corp.’s Registration Statements on Form S-3 (No. 333-248906), Form S-1 (Nos. 333-249738 and 333-220363) and Form S-8 (Nos. 333-108979, 333-166638, 333-180735, 333-183911 and 333-261600), appearing in Form 8-K/A of U.S. Energy Corp., dated March 1, 2022.

/s/ Plante & Moran, PLLC

Denver, Colorado

March 1, 2022

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference of our report dated October 21, 2021 on the financial statements of Synergy Offshore, LLC as of and for the years ended December 31, 2020 and 2019 in U.S. Energy Corp.’s Registration Statements on Form S-3 (No. 333-248906), Form S-1 (Nos. 333-249738 and 333-220363) and Form S-8 (Nos. 333-108979, 333-166638, 333-180735, 333-183911 and 333-261600), appearing in Form 8-K/A of U.S. Energy Corp., dated March 1, 2022.

/s/ Plante & Moran, PLLC

Denver, Colorado

March 1, 2022

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the incorporation by reference in U.S. Energy Corp.’s Registration Statements on Form S-3 (No. 333-248906), Form S-1 (Nos. 333-249738 and 333-220363) and Form S-8 (Nos. 333-108979, 333-166638, 333-180735, 333-183911 and 333-261600), of our report dated April 30, 2021, relating to the consolidated financial statements of Banner Oil & Gas, LLC (a limited liability company), and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, cash flows, and members’ equity for the years then ended, and the related notes to the financial statements, that appear in, and/or are incorporated by reference in, the Current Report on Form 8-K/A of U.S. Energy Corp., as filed with the Securities and Exchange Commission on March 1, 2022.

Oklahoma City, Oklahoma

March 1, 2022

EX-23.4

Exhibit 23.4

 

Consent of Independent Public Accounting Firm

We hereby consent to the incorporation by reference in U.S. Energy Corp.’s Registration Statements on Form S-3 (No. 333-248906), Form S-1 (Nos. 333-249738 and 333-220363) and Form S-8 (Nos. 333-108979, 333-166638, 333-180735, 333-183911 and 333-261600), of our report dated May 21, 2021, relating to balance sheets as of December 31, 2020 and 2019, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to financial statements, of Woodford Petroleum LLC, that appear in, and/or are incorporated by reference in, the Current Report on Form 8-K/ A of U.S. Energy Corp., as filed with the Securities and Exchange Commission on March 1, 2022.

 

WEAVER AND TIDWELL, L.L.P.

Houston, Texas

March 1, 2022

EX-23.5

Exhibit 23.5

We hereby consent to the incorporation by reference in U.S. Energy Corp.’s Registration Statements on Form S-3 (No. 333-248906), Form S-1 (Nos. 333-249738 and 333-220363) and Form S-8 (Nos. 333-108979, 333-166638, 333-180735, 333-183911 and 333-261600), of our report dated March 23, 2021, relating to the audited financial statements of Llano Energy LLC, which comprise the balance sheets of Llano Energy LLC as of December 31, 2020 and 2019, the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the financial statements, that appear in, and/or are incorporated by reference in, the Current Report on Form 8-K/A of U.S. Energy Corp., as filed with the Securities and Exchange Commission on March 1, 2022.

/s/ HoganTaylor LLP

Oklahoma City, Oklahoma

March 1, 2022

EX-99.1

Exhibit 99.1

Audited Financial Statements of Lubbock
Independent Auditor’s Report	F-1
Balance Sheets as of December 31, 2020 and December 31, 2019	F-2
Statements of Operations for the years ended December 31, 2020 and December 31, 2019	F-3
Statements of Changes in Member’s Equity for the years ended December 31, 2020 and December 31, 2019	F-4
Notes to Financial Statements	F-6
Supplemental Oil and Gas Information (Unaudited)	F-12

Independent Auditor’s Report

To the Members

Lubbock Energy Partners, LLC

We have audited the accompanying financial statements of Lubbock Energy Partners, LLC, which comprise the balance sheets as of December 31, 2020 and 2019 and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lubbock Energy Partners, LLC as of December 31, 2020 and 2019 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Plante & Moran, PLLC

Denver, Colorado

October 21, 2021

F-1

Lubbock Energy Partners, LLC

Balance Sheets

	December 31,
	2020			2019
Assets
Current assets:
Cash	$	194,130		$	251,099
Oil and gas sales receivable		237,281			118,125
Other receivables		152,473			271,953
Note receivable		-			1,100,000
Total current assets		583,884			1,741,177
Oil and gas properties:
Oil and gas properties, at cost, using the full cost method		17,281,094			9,358,419
Less accumulated depreciation, depletion, amortization and impairment		(8,665,806	)		(5,890,529	)
Net oil and gas properties		8,615,288			3,467,890
Total assets	$	9,199,172		$	5,209,067
Liabilities and members’ equity
Current liabilities:
Accounts payable	$	222,359		$	83,504
Accrued liabilities		16,707			98,601
Payable to related parties		22,717			34,346
Total current liabilities		261,783			216,451
Asset retirement obligations		3,584,349			1,226,772
Total liabilities		3,846,132			1,443,223
Commitments and contingencies		-			-
Members’ equity		5,353,040			3,765,844
Total liabilities and members’ equity	$	9,199,172		$	5,209,067

The accompanying notes are an integral part of these financial statements.

F-2

Lubbock Energy Partners, LLC

Statements of Operations

	For the year ended December 31,
	2020			2019
Revenue - Oil and gas (Note 5)	$	1,771,202		$	2,537,562
Operating expenses:
Lease operating expense (Note 5)		1,087,297			1,262,409
Production taxes and transportation costs (Note 5)		106,830			170,341
Depreciation, depletion and amortization		369,168			979,589
Accretion		211,425			153,682
Impairment		2,406,109			2,527,377
Gain on sale of oil and gas properties		-			(3,887,358	)
General and administrative - related parties		181,686			132,094
General and administrative		69,689			140,453
Total costs and expenses		4,432,204			1,478,587
Income (loss) before income tax		(2,661,002	)		1,058,975
Income tax provision		5,555			2,220
Net income (loss)	$	(2,666,557	)	$	1,056,755

The accompanying notes are an integral part of these financial statements.

F-3

Lubbock Energy Partners, LLC

Statements of Changes in Members’ Equity

Balance at January 1, 2019	$	5,274,870
Equity contributions		715,219
Equity distributions		(3,281,000	)
Net income		1,056,755
Balance at December 31, 2019		3,765,844
Equity contributions		4,823,753
Equity distributions		(570,000	)
Net loss		(2,666,557	)
Balance at December 31, 2020	$	5,353,040

The accompanying notes are an integral part of these financial statements.

F-4

Lubbock Energy Partners, LLC

Statements of Cash Flows

	For the year ended December 31,
	2020			2019
Cash flows from operating activities:
Net income (loss)	$	(2,666,557	)	$	1,056,755
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation, depletion and amortization		369,168			979,589
Accretion		211,425			153,682
Impairment		2,406,109			2,527,377
Gain on sale of oil and gas properties		-			(3,887,358	)
Changes in assets and liabilities:
Accounts receivable		324			(425,226	)
Accounts payable		138,855			(772,320	)
Payable to related parties		(11,629	)		34,346
Accrued liabilities		(81,894	)		(219,205	)
Net cash from operating activities		365,801			(552,360	)
Cash flows from investing activities:
Purchases of oil and gas properties		(4,676,523	)		-
Cash proceeds from sale of oil and gas properties		-			3,752,482
Net cash from investing activities		(4,676,523	)		3,752,482
Cash flows from financing activities:
Payment of assumed indebtedness of sellers		-			(420,556	)
Equity contributions		4,823,753			591,000
Distributions to members		(570,000	)		(3,281,000	)
Net cash from financing activities		4,253,753			(3,110,556	)
Net change in cash		(56,969	)		89,566
Cash at beginning of year		251,099			161,533
Cash at end of year	$	194,130		$	251,099
Supplemental cash flow information:
Cash paid for taxes	$	30,037		$	-
Non-cash investing and financing activities:
Oil and gas properties acquired for settlement of note receivable		1,100,000			-
Asset retirement obligations assumed in acquisitions		2,146,152			3,510,748
Non-cash equity contributions		-			124,219
Non-cash acquisition of oil and gas properties		-			(102,757	)
Acquisition of oil and gas property using deposit made in prior year		-			(1,075,225	)

The accompanying notes are an integral part of these financial statements.

F-5

Lubbock Energy Partners, LLC

Notes to Financial Statements

1. Organization and Significant Accounting Policies

Organization – Lubbock Energy Partners, LLC (the “Company”) was formed as a Texas Limited Liability Company on January 17, 2017. The Company’s principal business activities are focused on the acquisition and development of oil and gas properties in the United States. Our fiscal year-end is December 31.

Basis of Presentation – The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include (i) oil and gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of oil and gas properties; (ii) production and commodity price estimates used to record oil and gas sales receivables; and (iii) the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions we believe to be reasonable. Due to inherent uncertainties, including the future prices of oil and gas, these estimates could change in the near term and such changes could be material.

In early March 2020, the NYMEX WTI crude oil price decreased significantly due to the COVID-19 pandemic and although it has recovered to pre-COVID-19 levels, it remained low for most of 2020. Lower oil and gas prices not only decrease our revenues, but an extended decline in oil or gas prices may materially and adversely affect our future business, financial position, cash flows, results of operations, liquidity, ability to finance planned capital expenditures and the oil and gas reserves that we can economically produce.

Cash – The Company maintains its deposits of cash primarily in financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.

Receivables – Accounts receivable consists primarily of accrued oil and gas production receivables and joint interest receivables from outside working interest owners. Generally, our oil and gas sales receivables are collected within one month. Management routinely assesses accounts receivable balances to determine their collectability and accrues an allowance for uncollectible receivables, when, based on the judgment of management, it is probable that a receivable will not be collected. Receivables are not collateralized. As of December 31, 2020, and 2019, the Company had not provided an allowance for doubtful accounts on its accounts receivable.

Oil and Gas Properties – The Company follows the full cost method of accounting for its oil and gas properties. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and gas properties are capitalized and accumulated in a country-wide cost center. This includes any internal costs that are directly related to development and exploration activities but does not include any costs related to production, general corporate overhead or similar activities. Proceeds received from property disposals are credited against accumulated cost except when the sale represents a significant disposal of reserves, in which case a gain or loss is recognized. The sum of net capitalized costs and estimated future development and dismantlement costs for each cost center are subject to depreciation, depletion and amortization (“DD&A”) using the equivalent unit-of-production method, based on total proved oil and gas reserves. Excluded from amounts subject to DD&A are costs associated with unevaluated properties. The Company had no unevaluated properties as of or during the years ended December 31, 2020 or 2019.

F-6

Under the full cost method, net capitalized costs are limited to the lower of unamortized cost, or the cost center ceiling (the “Ceiling Test”). The cost center ceiling is defined as the sum of (i) estimated future net revenue, discounted at 10% per annum, from proved reserves, based on average prices per barrel of oil and per Mcf of natural gas at the first day of each month in the 12-month period prior to the end of the reporting period; and costs, adjusted for contract provisions and financial derivatives qualifying as accounting hedges and asset retirement obligations, (ii) the cost of unevaluated properties not being amortized, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, reduced by (iv) the income tax effects related to differences between the book and tax basis of the oil and gas properties, if any. If the net book value reduced by the related net deferred income tax liability (if any) exceeds the cost center ceiling limitation, a non-cash impairment charge is required in the period in which the impairment occurs. Since all of the Company’s oil and gas properties are located within the United States, the Company only has one cost center for which a quarterly Ceiling Test is performed.

Acquisitions – We account for acquisitions as business combinations if the acquired assets meet the definition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar assets, the acquisition is not considered a business and is accounted for as an asset acquisition. This determination of whether the gross assets acquired are concentrated in a group of similar assets is based on whether the risks associated with managing and creating outputs from the assets are similar.

Asset Retirement Obligations – The Company recognizes a liability for the plugging, abandonment and remediation of its properties at the end of their productive lives. We compute the liability for asset retirement obligations (“ARO”) by calculating the present value of estimated future cash flows related to each property. This requires use of significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells, and our credit-adjusted risk-free interest rate (all Level 3 inputs within the fair value hierarchy). Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations.

Initially, the fair value of the ARO is recognized in the period in which it is incurred with a corresponding increase in the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depleted over the life of the related asset and subject to the Ceiling Test. If the liability is settled for an amount other than the recognized liability, an adjustment to the full-cost pool is recognized. The Company had no assets that are restricted for the purpose of settling AROs.

F-7

Revenue Recognition – Our revenues are primarily derived from the sales of oil and gas production and are primarily of oil. The Company’s oil and gas production is typically sold at delivery points to third-party purchasers under contract terms that are common in the oil and gas industry. These contracts typically provide for an agreed-upon index price, net of pricing differentials. The purchaser takes custody and possession, title and risk of loss of the oil at the delivery point; therefore, control passes at the delivery point. The Company recognizes revenue when control transfers to the purchaser. We receive payment from the sale of oil and gas production between one to three months after delivery. For property interests where we are not the operator, we record our share of the revenues and expenses based upon the information provided by the operators.

The Company reports revenue as the gross amount received before production taxes and transportation costs. Production taxes and transportation costs are reported separately in the accompanying statements of operations.

Fair Value Measurement – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels related to fair value measurements are as follows:

Level 1 –	Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The estimated fair value of cash, accounts receivable, and accounts payable approximate the carrying amount due to the relatively short maturity of these instruments.

We evaluate the fair value on a non-recurring basis of properties acquired in business combinations, asset acquisitions and the related asset retirement obligations. The fair value of the oil and gas properties is determined based upon estimated future discounted cash flow, a Level 3 input, using estimated production which we reasonably expect, and estimated prices adjusted for differentials. Unobservable inputs include estimated future oil and gas production, prices, operating and development costs, and a discount rate of 10%, all Level 3 inputs within the fair value hierarchy.

Income Taxes – The Company is taxed as a partnership under the Internal Revenue Code. Consequently, federal income taxes are not payable, or provided for, by the Company. Members are taxed individually on their proportionate share of our earnings.

The state of Texas margin tax applies to legal entities conducting business in Texas. The tax is calculated by applying a tax rate to a base that considers both revenues and expenses and, therefore, has the characteristics of an income tax.

F-8

Uncertain tax positions are recognized in the financial statements only if that position is reasonably determined to be more-likely-than-not of being sustained upon examination by taxing authorities, based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2020 and 2019, there were no uncertain tax positions.

2. Oil and Gas Properties

We own oil and gas properties within the Permian and Eagle Ford Basins in Texas presently operated on our behalf by entities owned by our Members. Our interests in these properties varies by project.

2019 Asset Acquisitions – Effective January 1, 2019, we completed the acquisition of interests in properties in Cochran County, Texas for cash totaling $1.1 million. We recognized associated asset retirement obligations of $889 thousand for this acquisition.

In a separate transaction in March 2019, we reacquired an interest in an oil and gas property that we had sold in 2017 to a third-party. In this transaction, we surrendered preferred stock in this third-party company issued to us in the initial sales transaction, assumed certain of the third-party’s unpaid obligations, mutually released claims against one another and accepted a note receivable from the third-party totaling $1.1 million. This note receivable was due March 1, 2020, bore interest at 5% per annum, required no payments until maturity and was secured by the third-party’s interest in another oil and gas property located in Karnes County, Texas that we also had an ownership interest in. The preferred stock we surrendered in this transaction had been previously distributed to our Members. These Members recontributed the preferred stock to us prior to closing this transaction.

The transaction is summarized below (in thousands):

Oil and gas property interest	$	2,517
Note receivable		1,100
Surrender of preferred stock in third-party company		(124	)
Assumption of certain of the third-party’s unpaid obligations:
Accounts payable		(452	)
Debentures		(421	)
Asset retirement obligations		(2,620	)
Total	$	-

Subsequent to the closing of this transaction, the Company paid the accounts payable and debentures obligations assumed at closing. The acquired property interest was subsequently disposed in June 2019.

2019 Disposition – In June 2019, we sold our oil and gas property interests in Cochran County, Texas including the interest acquired in the transaction discussed above. We received cash proceeds of $3.8 million and an additional interest in an existing property located in Karnes County, Texas. We recognized the acquired property interest at $210 thousand representing its estimated fair value at the date of acquisition as determined based on an independently prepared reserve report. A gain of $3.9 million was recognized for this sale of oil and gas properties in the statement of operations.

2020 Asset Acquisitions – During 2020, we made acquisitions of two property interests for cash totaling $4.7 million. We recognized associated asset retirement obligations of $2.1 million for these acquisitions. The acquisitions consisted of interests in properties located in Karnes and Cochran Counties, Texas.

F-9

Separately in 2020, we acquired an additional property interest located in Karnes County, Texas by foreclosure of the $1.1 million note receivable from a third-party issued to us in 2019.

Ceiling Test Impairments – We recognized impairments totaling $2.4 million in 2020 and $2.5 million in 2019 for the excess of the net capitalized cost of our oil and gas properties above the cost center ceiling limitations.

3. Asset Retirement Obligations

The following table summarizes the changes in ARO (in thousands):

Balance at January 1, 2019	$	896
ARO assumed in acquisitions		3,511
Divestitures		(3,334	)
Accretion		154
Balance at December 31, 2019		1,227
ARO assumed in acquisitions		2,146
Accretion		211
Balance at December 31, 2020	$	3,584

4. Commitments and Contingencies

Litigation – From time to time, the Company may be subject to litigation or other claims in the normal course of business.

Environmental Matters – Due to the nature of the oil and gas industry, we are exposed to environmental risks. We have various policies and procedures to minimize and mitigate the risks from environmental contamination. We are not aware of any material environmental claims existing as of December 31, 2020; however, there can be no assurance that current regulatory requirements will not change or that unknown potential past non-compliance with environmental laws or other environmental liabilities will not be discovered on our properties.

5. Related Party Transactions

Our oil and gas properties within the Eagle Ford Basin are operated on our behalf by Caldera Operating Company LLC (“Caldera”), an entity controlled by a Member. Our oil and gas properties within the Permian Basin are operated on our behalf by Extex Operating Company (“Extex”), an entity controlled by another Member. All revenues, lease operating expenses, and production taxes and transportation costs are processed by Caldera or Extex and settled monthly.

We pay Caldera and Extex administrative fees as operators of our properties. In 2020, Caldera was paid administrative fees totaling $93 thousand and Extex was paid $89 thousand. In 2019, Caldera was paid administrative fees totaling $64 thousand and Extex was paid $68 thousand.

At December 31, 2020 and 2019, payable to related parties includes $22 thousand and $34 thousand, respectively, for reimbursement of expenses related to our oil and gas properties.

F-10

6. Subsequent Events

The Company has evaluated events and transactions subsequent to the balance sheet date and through October 21, 2021, the date the financial statements were available to be issued.

On October 4, 2021, we entered into Purchase and Sale Agreement with U.S. Energy Corp. (“U.S. Energy”) for the sale of all of our oil and gas properties. The transaction will also include certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the assets being sold.

The initial base purchase price for the assets is $125,000 in cash and 6,568,828 shares of U.S. Energy’s common stock subject to customary working capital and other adjustments as set forth in the Purchase and Sale Agreement.

The transaction is expected to close in the fourth quarter of 2021, subject to satisfaction of customary closing conditions, including approval by U.S. Energy’s shareholders, the performance by the parties of their obligations and covenants under the Purchase and Sale Agreement, the delivery of certain documentation by the parties and the absence of any injunction or other legal prohibitions preventing consummation of the transaction.

* * * * *

F-11

Supplemental Oil and Gas Information

(Unaudited)

Oil and Gas Reserve Information

Proved oil and gas reserves are those quantities of crude oil and natural gas which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Estimated proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods. The Company reports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method.

Proved oil and gas reserves have been estimated by independent, third-party petroleum engineers, Onpoint Resources, LLC. These reserve estimates have been prepared in compliance with the Securities and Exchange Commission rules and accounting standards based on the unweighted average prices per barrel of oil and per Mcf of natural gas at the first day of each month in the 12-month period prior to the end of the reporting period.

There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of development expenditures. The reserve data in the following tables only represent estimates and should not be construed as being exact.

The following reserves schedule sets forth the changes in estimated quantities of proved crude oil reserves:

	Crude Oil (Bbls)			Gas (mcf)			Total (Boe)
Total proved reserves:
Balance at December 31, 2018		440,649			1,149,617			632,252
Revisions of previous estimates		30,319			67,945			41,643
Divestiture of reserves		(169,459	)		(29,731	)		(174,414	)
Purchases of minerals in-place		167,328			120,941			187,485
Production		(39,980	)		(54,502	)		(49,064	)
Balance at December 31, 2019		428,857			1,254,270			637,902
Revisions of previous estimates		(285,151	)		(1,027,090	)		(456,333	)
Purchases of minerals in-place		1,653,051			943,499			1,810,301
Production		(37,629	)		(54,405	)		(46,697	)
Balance at December 31, 2020		1,759,128			1,116,274			1,945,174
Proved developed reserves as of:
December 31, 2018		217,624			191,489			249,539
December 31, 2019		176,976			175,454			206,218
December 31, 2020		1,011,363			604,863			1,112,174
Proved undeveloped reserves as of:
December 31, 2018		223,025			958,128			382,713
December 31, 2019		251,881			1,078,816			431,684
December 31, 2020		747,765			511,411			833,000

F-12

Our proved reserve quantities at December 31, 2019 were about the same as at December 31, 2018. The impact of 2019 production, revisions of previous estimates caused by declines in the average prices per barrel of oil and per Mcf of natural gas and divestitures were offset by acquisitions we completed. We made acquisitions of reserves in Cochran and Karnes Counties, Texas and disposed of other properties within Cochran County, Texas.

The increase in proved quantities for the year ended December 31, 2020 was due principally to acquisitions made in Karnes and Cochran Counties, Texas which added 1.8 million barrels of oil equivalent (“BOE”).

Costs Incurred in Oil and Natural Gas Property Acquisitions and Development Activities

Costs incurred by the Company in oil and natural gas acquisitions and development are presented below:

	For the year ended December 31,
	2020		2019
Acquisitions:
Proved	$	4,676,523	$	-
Unproved		-		-
Exploration		-		-
Development		-		-
Costs incurred	$	4,676,523	$	-

Capitalized Costs

The following table sets forth the capitalized costs and associated accumulated depreciation, depletion, and amortization relating to the Company’s oil and gas acquisition, exploration, and development activities:

	December 31,
	2020			2019
Proved properties	$	17,281,094		$	9,358,419
Unproved properties		-			-
		17,281,094			9,358,419
Accumulated DD&A and impairment		(8,665,806	)		(5,890,529	)
Total	$	8,615,288		$	3,467,890

Future Net Cash Flows

Future cash inflows as of December 31, 2020 and 2019 were calculated using an unweighted arithmetic average prices per barrel of oil and per Mcf of natural gas at the first day of each month in the 12-month period prior to the end of the reporting period, except where prices are defined by contractual arrangements. Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation.

F-13

The following table sets forth unaudited information concerning future net cash flows for proved oil and gas reserves. The standardized measure presented does not include the effects of income taxes as the Company is taxed as a partnership and not subject to federal income taxes. This information does not purport to present the fair market value of the Company’s oil and gas assets, but does present a standardized disclosure concerning possible future net cash flows that would result under the assumptions used.

	December 31,
	2020			2019
Future cash inflows	$	68,501,906		$	26,719,168
Future production costs		(28,458,712	)		(11,023,983	)
Future development costs		(13,134,375	)		(8,718,400	)
Future net cash flows		26,908,819			6,976,785
10% annual discount for estimated timing of cash flows		(13,103,859	)		(3,508,895	)
Discounted future net cash flows	$	13,804,960		$	3,467,890

The following table sets forth the principal sources of change in the discounted future net cash flows:

	December 31,
	2020			2019
Balance, beginning of period	$	3,467,890		$	6,750,480
Sales, net of production costs		(577,075	)		(1,104,812	)
Net change in prices and production costs		(1,071,098	)		(2,010,133	)
Changes in future development costs		-			(915,402	)
Revision of quantities		(470,086	)		525,644
Purchases of minerals in-place		12,623,358			2,216,758
Accretion of discount		346,789			675,048
Sales of minerals in-place		-			(3,619,030	)
Change in timing and other		(514,818	)		949,337
Balance, end of period	$	13,804,960		$	3,467,890

* * * * *

F-14

EX-99.2

Exhibit 99.2

Lubbock Energy Partners, LLC

Financial Statements

For the nine months ended September 30, 2021 and 2020

Lubbock Energy Partners, LLC

INDEX TO FINANCIAL STATEMENTS

Unaudited Condensed Balance Sheets	3
Unaudited Condensed Statements of Operations	4
Unaudited Condensed Statements of Changes in Members’ Equity	5
Unaudited Condensed Statements of Cash Flows	6
Notes to Unaudited Condensed Financial Statements	7

Lubbock Energy Partners, LLC

Unaudited Condensed Balance Sheets

	September 30,			December 31,
	2021			2020
Assets
Current assets:
Cash	$	135,335		$	194,130
Oil and gas sales receivable		729,930			237,281
Other receivables		244			152,473
Receivable from related parties		37,500			-
Prepaid expenses		27,000			-
Total current assets		930,009			583,884
Oil and gas properties:
Oil and gas properties, at cost, using the full cost method		17,281,094			17,281,094
Less accumulated depreciation, depletion, amortization and impairment		(9,705,976	)		(8,665,806	)
Net oil and gas properties		7,575,118			8,615,288
Total assets	$	8,505,127		$	9,199,172
Liabilities and members’ equity
Current liabilities:
Accounts payable	$	62,693		$	222,359
Accrued liabilities		257,119			16,707
Payable to related parties		232,508			22,717
Total current liabilities		552,320			261,783
Asset retirement obligations		3,798,386			3,584,349
Total liabilities		4,350,706			3,846,132
Commitments and contingencies		-			-
Members’ equity		4,154,421			5,353,040
Total liabilities and members’ equity	$	8,505,127		$	9,199,172

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

Lubbock Energy Partners, LLC

Unaudited Condensed Statements of Operations

	For the nine months ended September 30,
	2021		2020
Revenue -
Oil and gas (Note 5)	$	6,091,601	$	1,177,616
Operating expenses:
Lease operating expense (Note 5)		1,976,930		673,729
Production taxes and transportation costs (Note 5)		339,851		76,136
Depreciation, depletion and amortization		1,040,170		284,381
Accretion		214,037		146,381
Impairment		-		2,406,109
General and administrative - related parties		219,754		122,837
General and administrative		310,517		21,747
Total costs and expenses		4,101,259		3,731,320
Income (loss) before income tax		1,990,342		(2,553,704	)
Income tax provision		-		2,809
Net income (loss)	$	1,990,342	$	(2,556,513	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

Lubbock Energy Partners, LLC

Unaudited Condensed Statements of Changes in Members’ Equity

Balance at January 1, 2020	$	3,765,844
Equity distributions		(270,000	)
Net loss		(2,556,513	)
Balance at September 30, 2020	$	939,331
Balance at January 1, 2021	$	5,353,040
Equity distributions		(3,188,961	)
Net income		1,990,342
Balance at September 30, 2021	$	4,154,421

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

Lubbock Energy Partners, LLC

Unaudited Condensed Statements of Cash Flows

	For the nine months ended September 30,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	1,990,342		$	(2,556,513	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation, depletion and amortization		1,040,170			284,381
Accretion		214,037			146,381
Impairment		-			2,406,109
Changes in assets and liabilities:
Accounts receivable		(377,920	)		223,539
Prepaid expenses		(27,000	)		-
Accounts payable		(159,666	)		179,905
Payable to related parties		209,791			(40,504	)
Accrued liabilities		240,412			(43,793	)
Net cash from operating activities		3,130,166			599,505
Cash flows from investing activities -
Purchases of oil and gas properties		-			(5,000	)
Cash flows from financing activities -
Distributions to members		(3,188,961	)		(270,000	)
Net change in cash		(58,795	)		324,505
Cash at beginning of period		194,130			251,099
Cash at end of period	$	135,335		$	575,604
Supplemental cash flow information:
Cash paid for taxes	$	-		$	27,817
Non-cash investing and financing activities:
Oil and gas properties acquired for note receivable		-			1,100,000
Asset retirement obligations assumed in acquisitions		-			2,046,229

The accompanying notes are an integral part of these unaudited condensed financial statements.

6

Lubbock Energy Partners, LLC

Notes to Unaudited Condensed Financial Statements

1. Organization and Significant Accounting Policies

Organization – Lubbock Energy Partners, LLC (the “Company”) was formed as a Texas Limited Liability Company on January 17, 2017. The Company’s principal business activities are focused on the acquisition and development of oil and gas properties in the United States. Our fiscal year-end is December 31.

Basis of Presentation – These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, and should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2020.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include (i) oil and gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of oil and gas properties; (ii) production and commodity price estimates used to record oil and gas sales receivables; and (iii) the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions we believe to be reasonable. Due to inherent uncertainties, including the future prices of oil and gas, these estimates could change in the near term and such changes could be material.

2. Oil and Gas Properties

2020 Acquisitions – In May 2020, we acquired a property interest located in Cochran County, Texas for cash totaling $5 thousand. We recognized associated asset retirement obligations of $1.1 million for this acquisition.

Separately in June 2020, we acquired an additional interest in an existing property located in Karnes County, Texas by foreclosure of the $1.1 million note receivable from a third-party issued to us in 2019.

Ceiling Test Impairments – We recognized an impairment of $2.4 million in 2020 for the excess of the net book value of our oil and gas properties above the cost center ceiling limitation.

7

3. Asset Retirement Obligations

The following table summarizes the changes in ARO (in thousands):

Balance at January 1, 2020	$	1,227
ARO assumed in acquisitions		2,046
Accretion		146
Balance at September 30, 2020	$	3,419
Balance at January 1, 2021	$	3,584
Accretion		214
Balance at September 30, 2021	$	3,798

4. Commitments and Contingencies

Litigation – From time to time, the Company may be subject to litigation or other claims in the normal course of business.

5. Related Party Transactions

Our oil and gas properties within the Eagle Ford Basin are operated on our behalf by Caldera Operating Company LLC (“Caldera”), an entity controlled by a Member. Our oil and gas properties within the Permian Basin are operated on our behalf by Extex Operating Company (“Extex”), an entity controlled by another Member. All revenues, lease operating expenses, and production taxes and transportation costs are processed by Caldera or Extex and settled monthly.

We pay Caldera and Extex administrative fees as operators of our properties. During the nine months ended September 30, 2021, Caldera was paid administrative fees totaling $133 thousand and Extex was paid $86 thousand. During the nine months ended September 30, 2020, Caldera was paid administrative fees totaling $62 thousand and Extex was paid $61 thousand.

At September 30, 2021 and December 31, 2020, payable to related parties includes $233 thousand and $22 thousand, respectively, for reimbursement of expenses for our oil and gas properties.

6. Subsequent Events

The Company has evaluated events and transactions subsequent to the balance sheet date and through March 1, 2022, the date the financial statements were available to be issued.

On October 4, 2021, we entered into Purchase and Sale Agreement with U.S. Energy Corp. (“U.S. Energy”) for the sale of all of our oil and gas properties. The transaction also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the assets being sold. This transaction was completed on January 5, 2022 for a total purchase price of $125,000 in cash and 6,568,828 shares of U.S. Energy’s common stock.

* * * * *

8

EX-99.3

Exhibit 99.3

Audited Financial Statements of Banner Oil
Independent Auditor’s Report	F-1
Balance Sheets as of December 31, 2020 and December 31, 2019	F-3
Statements of Operations for the years ended December 31, 2020 and December 31, 2019	F-4
Statements of Changes in Member’s Equity (deficit) for the years ended December 31, 2020 and December 31, 2019	F-6
Notes to Financial Statements	F-7

INDEPENDENT AUDITOR’S REPORT

Board of Managers

Banner Oil & Gas, LLC

Oklahoma City, Oklahoma

We have audited the accompanying consolidated financial statements of Banner Oil & Gas, LLC (a limited liability company), and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, cash flows, and members’ equity for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F-1

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Banner Oil & Gas, LLC as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

April 30, 2021

F-2

BANNER OIL AND GAS, LLC

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2020 AND 2019

	2020		2019
ASSETS
CURRENT ASSETS
Cash	$	228,676	$	278,446
Accounts receivable:
Accrued oil & natural gas sales		697,504		548,661
Derivative receivable		-		8,290
Joint interest billings		87,821		777
Oil inventory in tanks		178,259		223,058
Prepaid expenses		32,786		80,268
Total current assets		1,225,046		1,139,500
OIL AND GAS PROPERTIES, AT COST, based on full cost method of accounting, net of accumulated depreciation, depletion, amortization and impairment		30,211,426		34,614,645
OTHER ASSETS
Other property and equipment, net		129,707		172,154
Deposits		289,343		257,952
Unamortized debt issuance cost		117,077		12,542
TOTAL ASSETS	$	31,972,599	$	36,196,793
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,432,041	$	1,058,124
Current portion of notes payable		14,424		18,892,165
Current portion of derivative obligation		224,780		-
Paid in kind interest payable		—		1,230,826
Other accrued liabilities		439,042		92,393
Total current liabilities		2,110,287		21,273,508
LONG-TERM LIABILITIES
Notes payable		1,650,800		30,670
Non current derivative obligation		38,170		-
Asset retirement obligations		4,155,724		2,761,519
Commitments and contingencies (Note 8)
MEMBERS EQUITY
Members’ equity		24,017,618		12,131,096
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	31,972,599	$	36,196,793

See accompanying notes to consolidated financial statements.

F-3

BANNER OIL AND GAS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

	2020			2019
OPERATING REVENUES
Oil sales	$	3,539,301		$	6,802,550
Natural gas sales		457,804			80,593
Total operating revenue		3,997,105			6,883,143
OPERATING COSTS AND EXPENSES
Lease operating		3,319,671			4,802,528
Production taxes and other expense		245,628			445,830
Adjustment to production tax rebate		(89,523	)		(133,483	)
Other production costs		158,782			47,460
Ad valorem taxes		90,255			60,369
General and administrative		1,481,000			1,161,046
Depreciation, depletion and amortization		1,358,119			1,342,482
Oil and natural gas property impairment		9,111,083			-
Accretion of asset retirement obligations		212,944			188,273
Total operating costs and expenses		15,887,959			7,914,505
Loss from operations		(11,890,854	)		(1,031,362	)
OTHER (EXPENSE) INCOME
Contract operator income from related parties		33,500			-
Other income		99,025			4,342
Interest expense		(8,015	)		(114,877	)
Paid in kind interest		(349,335	)		(1,230,826	)
Amortization of loan costs		(15,736	)		(255,305	)
Letter of credit fees		(34,097	)		(31,592	)
Gain (loss) on sale of equipment		-			7,708
Risk management settlements		(20,853	)		514,889
Risk management change in fair value		(262,950	)		(384,771	)
Total other (expenses) income		(558,461	)		(1,490,432	)
NET LOSS	$	(12,449,315	)	$	(2,521,794	)

See accompanying notes to consolidated financial statements.

F-4

BANNER OIL AND GAS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,449,315	)	$	(2,521,794	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation, depletion and amortization		1,358,118			1,342,482
Oil and natural gas property impairment		9,111,083			-
Non-cash operating expenses treated as note collections		-			24,261
(Gain) loss on sale of assets		(31,684	)		(7,708	)
Non-cash interest expense		349,335			1,230,826
Accretion expense		212,944			188,273
Settlement of asset retirement obligations		-			(8,059	)
Amortization of debt issuance costs		15,736			255,305
Unrealized (gain) loss on derivative instruments		262,950			384,771
Change in assets and liabilities:
Accrued oil and gas sales		(148,843	)		(51,763	)
Derivative receivable and joint interest billings		(78,754	)		306,309
Oil inventory in tanks		44,799			(32,807	)
Prepaid expenses and other assets		16,091			75,112
Accounts payable		373,917			16,197
Other accrued liabilities		105,191			59,467
Net cash (used in) provided by operating activities		(858,432	)		1,260,872
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets		522,803			7,708
Oil and natural gas property costs		(1,550,194	)		(1,144,686	)
Net cash used in investing activities		(1,027,391	)		(1,136,978	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of loan costs		(119,568	)		(76,029	)
Net payments on line of credit		-			(18,794	)
Payments on notes payable		(16,246	)		-
Borrowings on notes payable		1,650,800			-
Members’ contributions		321,067			-
Net cash provided by (used in) financing activities		1,836,053			(94,823	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(49,770	)		29,071
CASH AND CASH EQUIVALENTS, Beginning of year		278,446			249,375
CASH AND CASH EQUIVALENTS, End of year	$	228,676		$	278,446
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	152		$	114,877
NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital costs in accounts payable and accrued liabilities	$	356,764		$	352,000
Oil and gas properties acquired through merger with K3 and 2W		3,563,510			-
Other noncash activity from merger with K3 and 2W		21,067			-

See accompanying notes to consolidated financial statements.

F-5

BANNER OIL AND GAS, LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

	Series A Preferred			Capital Interests			Members’ Equity
JANUARY 1, 2019	$	6,825,000		$	7,827,890		$	14,652,890
Net Loss		-			(2,521,794	)		(2,521,794	)
DECEMBER 31, 2019		6,825,000			5,306,096			12,131,096
Cash capital contribution From Sage Road		-			271,067			271,067
Cash capital contribution from Michael Richardson		-			50,000			50,000
Debt assumed by parent		-			20,472,327			20,472,327
Conversion of series A preferred to capital interests		(6,825,000	)		6,825,000			-
Property contribution by K3		-			1,914,600			1,914,600
Property contribution by 2W		-			1,627,843			1,627,843
Net loss		-			(12,449,315	)		(12,449,315	)
DECEMBER 31, 2020	$	-		$	24,017,618		$	24,017,618

See accompanying notes to consolidated financial statements.

F-6

BANNER OIL & GAS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

1. NATURE OF OPERATIONS, PRINCIPLES OF CONSOLIDATION AND SIGNIFICANT TRANSACTIONS

Banner Oil & Gas, LLC (“Banner”) was formed as a limited liability company in the state of Oklahoma on December 13, 2010. Its major operations consist of the exploration for and acquisition, production, and sale of crude oil and natural gas with an area of concentration in Oklahoma, Texas, Kansas and Mississippi. Banner will continue perpetually until terminated pursuant to statute or any provision of the limited liability company agreement. No member shall be liable for the expenses, liabilities or obligations of Banner.

On November 23, 2020, Banner’s board of managers approved a plan of division whereby Banner Holdings, LLC (“Banner Holdings”) was formed and became the sole member of Banner. All existing capital interests and incentive units of Banner were exchanged for an equal amount of capital interests and incentive units in Banner Holdings. Banner Holdings assumed all obligations regarding the prior revolving credit facility. Additionally, oil and gas assets of two companies under common control were merged with Banner effective October 1, 2020 (K3 AssetCo, LLC and 2W AssetCo, LLC). (See Notes 3 and 4).

The consolidated financial statements include the accounts of Banner and its wholly owned subsidiaries, Pennant Oil & Gas, LLC, Banner Oilfield Services, LLC, BOG-Osage, LLC, K3 AssetCo, LLC and 2W AssetCo, LLC (collectively referred to as the “Company” or “Banner”). All significant intercompany accounts and transactions have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP), management makes estimates and assumptions in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and changes in these estimates are recorded when known. Significant estimates, which are subject to change in the near term, affecting these financial statements include estimates for quantities of proved oil and natural gas reserves and future cash flows, which is used to compute depreciation, depletion and amortization and impairment of oil and natural gas properties, period end oil and natural gas sales and accruals, and asset retirement obligations.

Cash and Cash Equivalents - The Company considers all highly liquid debt instruments purchased with a maturity of three months or less and money market funds to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts and money market funds which may not be fully federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such accounts.

Accounts Receivable - The Company’s accounts receivable are primarily from companies in the oil and natural gas industry located in the southwestern part of the United States. Credit for oil and natural gas sales is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable from working interest owners also does not require collateral, although the Company generally has the right to apply their portion of oil and natural gas sales to their accounts receivable balance. Accounts receivable are due within 30 days and are stated at amounts due from customers, net of an allowance for doubtful accounts when the Company believes collection is doubtful. Accounts outstanding longer than the contractual payment terms are considered past due.

F-7

The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, amounts which may be obtained by an offset against production proceeds due the customer and the condition of the general economy as a whole. The Company writes off specific accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. At December 31, 2020 and 2019, management considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required.

Oil Inventory - At December 31, 2020 and 2019, inventory consisted of crude oil produced and stored in tanks prior to delivery to the purchaser in the amount of approximately $178,000 and $223,000, respectively. Inventory is presented on the balance sheet at the lower of cost to produce or market.

Oil and Natural Gas Properties - The full cost method of accounting is used to account for oil and natural gas properties. Under this method of accounting, all costs incident to the acquisition, exploration, and development of properties (both developed and undeveloped), including costs of abandoned leaseholds, delay lease rentals, unproductive wells, and well drilling and equipment costs, are capitalized. The Company capitalizes internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any costs related to production, general corporate overhead or similar activities. Capitalized costs include geological and geophysical work, seismic, delay rentals, drilling and completing and equipping oil and natural gas wells, including salaries, benefits and other internal costs directly attributable to these activities.

Capitalized costs as well as future development costs on proved undeveloped properties are amortized using the units-of-production method, based on estimates of proved oil and natural gas reserves and production, which are converted to a common unit of measure based upon their relative energy content. The computation of depreciation, depletion and amortization takes into consideration restoration, dismantlement and abandonment costs and the anticipated proceeds from salvaging equipment. Due to uncertainties inherent in this estimation process, it is at least reasonably possible that reserve quantities will be revised significantly in the near term. If the Company’s unamortized costs exceed the cost center ceiling (defined as the sum of the present value, discounted at 10%, of estimated future net revenues from proved reserves plus the lower of cost or estimated fair value of unproved properties), the excess is charged to expense in the year in which the excess occurs. Generally, no gains or losses are recognized on the sale or disposition of oil and natural gas properties unless such dispositions involve a significant alteration in the depletion rate. Management’s evaluation concluded that there was no impairment for the year ended December 31, 2019, but due to the decline in oil prices during 2020, there was an impairment required for the year ended December 31, 2020 of approximately $9,111,000.

Other Property and Equipment - Other property and equipment is recorded at cost. Upon retirement or disposition of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheet with the resulting gain or loss, if any, reflected in the consolidated statement of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, typically from 3 to 10 years. Depreciation expense related to other property and equipment was approximately $56,000 and $60,000 for the years ended December 31, 2020 and 2019, respectively.

F-8

Revenue Recognition - Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price, delivery has occurred, title has transferred and collectability of the revenue is probable. Delivery occurs and title is transferred when production has been delivered to a pipeline or picked up by the purchaser. Taxes assessed by governmental authorities on oil and natural gas revenues are presented separately from such revenues as production taxes in the consolidated statements of operations. Well supervision fees and overhead reimbursements associated with producing properties are recognized as expense reimbursements when the services are performed.

Income Taxes - The Company is a limited liability company and therefore substantially all taxes are passed through to the individual members. There is no provision for income taxes provided for in these financial statements. The Company’s 2016 through 2019 federal income tax and state income tax returns remain open to examination by various tax jurisdictions which include Oklahoma. Additionally, the Company’s state margin tax returns for 2016 through 2019 remain open to examination for the state of Texas.

Management has evaluated the Company’s tax positions and concluded that there are no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of authoritative guidance.

Concentrations of Credit Risk and Major Customers - The Company extends credit to purchasers of oil and natural gas, which are primarily large energy companies. The Company had three purchasers during the year ended December 31, 2020 whose individual purchases exceeded 10% of oil and natural gas sales and collectively accounted for approximately 63% of total oil and natural gas sales. The Company had three purchasers during the year ended December 31, 2019 whose individual purchases exceeded 10% of oil and natural gas sales and collectively accounted for approximately 70% of total oil and natural gas sales.

The Company had five purchasers whose outstanding balance was approximately 67% of accounts receivable from oil and natural gas sales at December 31, 2020, and three purchasers whose outstanding balance was approximately 88% of accounts receivable from oil and natural gas sales at December 31, 2019.

Gas Balancing - In certain instances, the owners of the natural gas produced from a well will select different purchasers for their respective ownership interest in the wells. If one purchaser takes more than its ratable portion of the natural gas, the owners selling to that purchaser will be required to satisfy the imbalance in the future by cash payments or by allowing the other owners to sell more than their share of production. To the extent future reserves exist to enable the other owners to sell more than their ratable share of natural gas, no liability is recorded for the Company’s obligation for natural gas taken by its purchasers which exceeds the Company’s ownership interest of the well’s total production. The Company has no significant imbalances at December 31, 2020 or 2019.

Debt Issuance Costs - The Company amortizes loan origination fees for financing agreements over the life of the loan using the straight-line method, which does not differ significantly from the effective interest method. Amortization expense totaled approximately $16,000 and $255,000 in 2020 and 2019, respectively.

F-9

Accounting standards require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standards allow companies to report debt issuance costs related to line of credit agreements as unamortized costs on the balance sheet. The Company reports debt issuance costs related to its revolving credit facility as unamortized debt issuance costs on the consolidated balance sheets.

Derivative Instruments and Hedge Transactions - The Company recognizes derivatives as either an asset or a liability measured at fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative and the resulting designation. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments through income or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of a hedge’s change in fair value will be immediately recognized in income. The Company has not designated its derivative financial instruments for hedge accounting, and as such, changes in fair value are reported in earnings as a component of risk management income (expense) (See Note 6).

Fair Value of Financial Instruments - The carrying value of items comprising current assets and current liabilities approximate fair values due to the short-term maturities of these instruments. The carrying value of the long-term debt approximates fair value as a result of the long-term debt having a variable interest rate, or the current rates offered to the Company for long-term debt are substantially the same. The Company’s derivative financial instruments are reported at fair value.

Accounting for Asset Retirement Obligations - The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The Company’s asset retirement obligations relate to estimated future plugging and abandonment costs on its oil and natural gas properties and related facilities disposal. These obligations to abandon and restore properties are based upon estimated future costs which may change based upon future inflation rates and changes in statutory remediation rules or changes in future cost estimates.

At December 31, 2020 and 2019, the Company has cash held in escrow with a fair market value of $160,000 that is legally restricted for potential plugging and abandonment liability in the Wildhorse Unit located in Osage County, Oklahoma. The cash held related to this escrow account is included in deposits on the consolidated balance sheets.

The activities incurred in the asset retirement obligations are as follows for the years ended December 31:

	2020			2019
Balance at beginning of year	$	2,761,519		$	2,581,305
Liabilities incurred in current year		1,761,821			-
Revisions		(340,497	)		-
Liabilities settled in current year		(240,062	)		(8,059	)
Accretion expense		212,943			188,273
Balance at end of year	$	4,155,724		$	2,761,519

F-10

Recent accounting pronouncements – In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “Leases (Topic 842).” The purpose of the guidance is to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet as well as providing additional disclosure requirements related to leasing arrangements. On April 8, 2020, the FASB voted to defer the effective date for ASU 2016-02 for private companies. As such the new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2021, though early adoption is permitted. Management is currently evaluating the impact adopting this recent accounting pronouncement will have on the Company’s financial statements in future reporting periods.

3. NOTES PAYABLE

Notes payable consisted of the following at December 31,	2020		2019
Revolving credit facility with Wells Fargo Bank, N.A. as administrative agent, bearing interest at a weighted average adjusted rate as defined in the agreement (7.75% at December 31, 2019), payable monthly at $125,000 plus accrued interest. Principle and any unpaid interest was due November 30, 2019. Collateralized by the Company’s oil and natural gas properties.	$	-	$	18,892,165
Revolving credit facility with Firstbank Southwest as administrative agent, bearing interest at a weighted average adjusted rate as defined in the agreement (4.75% at December 31, 2020). Principle and any unpaid interest is due November 24, 2024. Collateralized by the Company’s oil and natural gas properties.		1,200,000		-
Unsecured, forgivable loan from Prosperity Bank as part of Small Business Administration Paycheck Protection Program (PPP).		300,900		-
Small Business Administration Economic Injury Disaster Loan bearing interest at 3.75%. Monthly principal and interest payments of $731 for 348 months starting June 2021 with remaining principal and interest due June 2050. Loan is secured generally by all assets of the Company.		149,900		-
Other		14,424		30,670
	$	1,665,224	$	18,922,835

Revolving Credit Facility with Wells Fargo Bank, N.A.

In November 2012, the Company entered into a four-year $100,000,000 credit facility with Wells Fargo Bank, N.A., as administrative agent, which provided for a revolving line of credit with an initial borrowing base of $45,000,000. The borrowing base has been reduced each year following to $23,250,000 beginning January 2017 and $20,250,000 in early 2018. The maximum amount available is subject to semi-annual redeterminations of the borrowing base in April and October of each year until maturity, based on the value of the Company’s proved oil and natural gas reserves in accordance with the lenders’ customary procedures and practices. Both the Company and the lenders have the right to request one additional redetermination each year. Generally, the facility bears interest at the lesser of: (a) LIBOR or (b) the reference rate as defined, with each subject to a margin based on the borrowing base utilization.

F-11

The borrowing facility is secured by substantially all of the proved oil and natural gas assets and all personal property of the Company and its subsidiaries and by guarantees of each of the Company’s subsidiaries.

The debt agreement has certain financial covenants which provide for, among other things, maintaining a certain financial ratio and monthly and weekly reporting requirements, limits on extending payments on accounts to vendors, and minimum liquidity requirements, as defined.

The debt agreement contains customary provisions for events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of the lenders shall, accelerate amounts due under the debt agreements, except for an insolvency event of default, in which case such amounts will automatically become due and payable.

The Company was unable to reach agreement with the bank regarding extension of the borrowing facility. As of December 31, 2019, the borrowing facility was in default. The outstanding balance of the revolving credit facility of $18,892,165 was classified as a current liability in the consolidated balance sheet at December 31, 2019.

Effective May 15, 2020, Sage Road, the Company’s majority member, purchased all of the outstanding indebtedness and accrued and unpaid interest associated with the revolving credit facility from Wells Fargo, et al. The Company remained liable for the outstanding debt and the associated accrued and unpaid interest, payable to Sage Road. Effective November 24, 2020 the Company’s parent, Banner Holdings, assumed the outstanding indebtedness and accrued and unpaid interest associated with the revolving credit facility in return for capital interests in Banner as more fully discussed in Note 4.

Revolving Credit Facility with Firstbank Southwest

In November 2020, the Company entered into a four year credit agreement with Firstbank Southwest as administrative agent, which provides for a revolving line of credit with an initial borrowing base of $5,000,000. The maximum amount available is subject to semi-annual redeterminations of the borrowing base in April and October of each year until maturity, based on the value of the Company’s proved oil and natural gas reserves in accordance with the lenders’ customary procedures and practices. Both the Company and the lenders have the right to request one additional redetermination each year.

Interest on the outstanding amounts under the credit facility will accrue at an interest rate equal to either (i) the Alternate Base Rate (as defined in the credit agreement) plus an applicable margin (as defined in the credit agreement) that ranges between 1.00% to 2.00% depending on utilization or (ii) the Adjusted LIBO Rate (as defined in the credit agreement) plus an applicable margin that ranges between 4.00% to 5.00% depending on utilization. In the case that an event of default (as defined under the credit agreement) occurs, the outstanding amounts will bear an additional 2.00% interest plus the applicable Alternate Base Rate or Adjusted LIBO Rate and corresponding applicable margin.

F-12

As of December 31, 2020, outstanding borrowings were accruing interest at the Alternate Base Rate plus the applicable margin which resulted in an interest rate of 4.75%.

A commitment fee of 0.500%, accrues on the average daily amount of the unused portion of the borrowing base and is included as a component of interest expense. The Company generally has the right to make prepayments of the borrowings at any time without penalty or premium. Letter of credit fees will accrue at 0.125% plus the Applicable Margin used to determine the interest rate applicable to borrowings that are based on Adjusted LIBO Rate.

Small Business Administration Loans

In May 2020 Banner applied for and received an unsecured forgivable loan guaranteed by the federal government as part of the Small Business Administration (SBA) Paycheck Protection Program in the amount of $300,900 bearing interest at 1%. Principal and interest of this loan can be fully forgiven based on the Company incurring qualifying expenses during the defined covered period as well as meeting other criteria related to employee retention. The Company applied for forgiveness of this loan in November 2020 but has not yet received the forgiveness letter. The Company has not made any principal or interest payments as management expects the full amount to be forgiven.

In June 2020, the Company applied for and received a loan from the federal government as part of the SBA Economic Injury Disaster Loan in the amount of $149,900 bearing interest of 3.75% per annum. Repayment of this loan begins in June 2021 with 348 monthly payments of $731 of principal and interest with a final payment due in June 2050 for all remaining unpaid principal and interest. This loan is secured generally by all assets of the Company.

4. EQUITY TRANSACTIONS

Fourth Amended Operating Agreement

Effective January 17, 2019, the Company adopted the Fourth Amended Operating Agreement. This operating agreement, among other things, updated sharing ratios and further defined management incentive units as follows:

a)	Series A Preferred Sharing Ratio:
		i.	Sage Road: 64.47%
		ii.	Wells Fargo Energy Capital (“WFEC”) 35.53%
b)	Management Incentive Units (by type):
		i.	Pennant MIU: 5,000 units outstanding
		ii.	2019 MIU: 87,000 units outstanding
c)	Generally, distribution was allocated as follows:
		i.	Members of Non-Management Group and holders of MIUs at determined sharing ratios based on distribution thresholds;
		ii.	Members holding Series A Preferred Interests in accordance to their Series A Preferred Sharing Ratio;
		iii.	Preference Threshold Group, (Sage Road 97.22% and Pennant Energy, LLC 2.78%)
		iv.	Preference Threshold Group and Pennant MIU at determined sharing ratios based on return on investment.

In October, 2019, Sage Road purchased the Series A Preferred Interests from WFEC.

F-13

Management incentive units were administered under two separate plans by the Company’s Board of Managers. The first plan, the Management Incentive Units Plan includes units awarded to members of Pennant (“Pennant MIU Plan”) and the second plan, the 2018 Management Incentive Pool Plan (“2018 MIU Plan”) were each authorized to issue 100,000 units. The Pennant MIU Plan calls for units to vest at 20% on each of the first four anniversaries of the date of the grant with any unvested units fully vesting on the date of a Vesting Event, as defined. The 2018 MIU Plan calls for units to vest at 25% on each of the first three anniversaries of the date of the grant with any unvested units fully vesting on the date of a Vesting Event, as defined. Additionally, all management incentive units lack voting rights and are subject to transfer restrictions unless waived by the board of managers. Both plans and their corresponding units were cancelled in 2020 as discussed below.

As of December 31, 2019, the Series A Preferred Interests had accumulated $1,434,150 in preferred returns.

Fifth Amended and Restated Operating Agreement

Effective November 24, 2020, the Company adopted the Fifth Amended and Restated Operating Agreement. This operating agreement amends and restates the previous agreement in its entirety. This agreement, among other things, confirmed the Plan of Division approved by the Company’s board of managers on November 23, 2020, whereby Banner Holdings was formed becoming Banner’s parent company. All existing capital interests and incentive units of Banner were exchanged by Banner’s existing members for an equal amount of capital interests and incentive units in Banner Holdings. Banner Holdings received 100% of Banner’s capital interests in exchange for assuming all of Banner’s obligations regarding the revolving credit facility formerly held by Wells Fargo Bank, N.A. and subsequently purchased by Sage Road. As a result, Banner eliminated the note payable of $18,892,165, and the related paid in kind interest payable of $1,580,162 and recorded a capital contribution of $20,472,327.

The new operating agreement cancelled all previously issued management incentive units (“MIU’s”), converted all previous Series A Preferred Interests and Capital Interests into new Capital Interests, admitted new members through receipt of capital contributions, and issued new MIU’s under the 2020 Incentive Pool Plan (“2020 MIU Plan”).

The 2020 MIU Plan allows a maximum of 100,000 authorized units to be issued, and calls for units to vest at 25% on each of the first three anniversaries of the date of the grant with any unvested units fully vesting on the date of a vesting event, as defined. Additionally, all management incentive units lack voting rights and are subject to transfer restrictions unless waived by the board of managers. A total of 75,000 shares were issued and outstanding at December 31, 2020.

Transactions Between Entities Under Common Control

Effective October 1, 2020, capital contributions were received primarily in the form of oil and gas assets from two commonly controlled companies, K3 Oil, LLC (“K3”) and 2W Energy Partners, LLC (“2W”) and were recorded as an exchange between entities under common control. Both companies created subsidiaries to contain the assets contributed, K3 AssetCo, LLC and 2W AssetCo, LLC. The subsidiaries were contributed to Banner in exchange for Banner capital interests. Sage Road owned approximately, 97%, 92% and 94% of Banner Holdings, K3 and 2W, respectively prior to the transactions. In accordance with accounting guidance, Banner recorded the assets and liabilities contributed by K3 and 2W at historical cost with operations recorded prospectively from the effective contribution date.

F-14

The following amounts were recorded on October 1, 2020 as a result of this activity:

K3 AssetCo, LLC:

Financial Statement Line Item	Amount
Oil and gas properties	$	3,217,463
Accounts payable		5,685
Asset retirement obligations		797,178
Members’ equity		1,914,600

2W AssetCo, LLC:

Financial Statement Line Item	Amount
Cash	$	20,033
Accrued oil & natural gas sales		15,770
Oil and gas properties		2,448,071
Accounts payable		51,185
Asset retirement obligations		604,846
Members’ equity		1,627,843

Banner also paid $500,000 and $200,000 to K3 and 2W, respectively in lieu of assuming certain liabilities.

Capital interest sharing ratios are as follows at December 31, 2020:

Member	Capital Interests Sharing Ratio
Banner Holdings, LLC		65.88	%
K3 Oil LLC		13.19	%
2W Energy Partners, LLC		20.41	%
Michael Richardson		0.52	%
		100.00	%

5. OIL AND NATURAL GAS INFORMATION

Costs related to the oil and natural gas activities of the Company, including those related to property acquisitions, were incurred as follows for the years ended December 31:

	2020		2019
Acquisition costs	$	49,246	$	-
Development costs	$	775,837	$	1,144,686

F-15

The Company had the following aggregate capitalized costs relating to the Company’s oil and natural gas activities at December 31:

	2020			2019
Proved oil and gas properties	$	112,870,506		$	106,860,868
Less accumulated DD&A and impairment		(82,659,080	)		(72,246,223	)
Total oil and gas properties	$	30,211,426		$	34,614,645

For the years ended December 31, 2020 and 2019, there were no unproved properties excluded from the amortization base.

Depreciation, depletion and amortization expense was $1,301,774 or $9.47 per equivalent barrel of oil (BoE) of production and $1,282,735 or $9.28 per equivalent BoE of production for the years ended December 31, 2020 and 2019, respectively.

6. DERIVATIVE TRANSACTIONS

The results of operations and operating cash flows are impacted by changes in market prices for oil and natural gas. To mitigate a portion of this exposure, the Company has entered into certain derivative instruments, none of which were elected to be designated as cash flow hedges for accounting purposes. As of December 31, 2020, the Company’s derivative instruments were comprised of fixed price swaps and/or collars.

In fixed-price swap instruments, the Company receives a fixed-price for the hedged commodity and pays a floating market price to the counterparty. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty.

Collars contain a fixed floor price (put) and ceiling price (call). If the market price exceeds the call strike price or falls below the put strike price, the Company receives the fixed price and pays the market price. If the market price is between the call and the put strike price, no payments are due from either party.

As of December 31, 2020, the Company had the following hedging transactions with one counterparty consisting of both fixed price swaps and collars.

	Volume		Fixed price per Bbl
Period and type of contract	Bbls		Swaps		Purchase puts		Sold calls
2021
Oil swaps		24,000	$	46.11
Oil collars		72,000		-	$	42.00	$	45.40
2022
Oil swaps		12,000	$	46.17
Oil collars		60,000		-	$	42.00	$	46.02

F-16

	Volume		Weighted average fixed price per Mmbtu
Period and type of contract	Mcf		Swaps		Purchase puts		Sold calls
2021
Natural gas swaps		80,000	$	2.90
Natural gas collars		40,000			$	2.93	$	3.27
2022
Natural gas swaps		-
Natural gas collars		30,000			$	3.00	$	3.35

These instruments are recorded at fair value and changes in fair value, including settlements, have been reported as risk management income (expense) in the consolidated statements of operations. Settlements on these instruments occur every month. The following table provides a summary of the components (cash and non-cash) of risk management income (expense) for the years ended December 31:

Gains (losses) from:	2020			2019
Settlements with counter party	$	(20,853	)	$	514,889
Change in fair value - non-cash		(262,950	)		(384,771	)
Total risk management income	$	(283,803	)	$	130,118

7. FAIR VALUE MEASUREMENTS

FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (as amended) (“ASC 820”), defines fair value, establishes a framework for measuring fair value, outlines a fair value hierarchy based on inputs used to measure fair value and enhances disclosure requirements for fair value measurements.

Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels—defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities—are as follows:

Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

F-17

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The fair value of derivative contracts is measured using Level II inputs and is determined by either market prices on an active market for similar assets or by prices quoted by a broker or other market-corroborated prices, including analysis of formal pricing curves on national exchanges. The Company also utilizes credit information about counterparties, as well as a credit rating factor derived from yields on the debt of peers in the industry, in order to adjust derivative valuations for credit risk. Additions to asset retirement obligations are measured using primarily Level III inputs. The significant unobservable inputs to this fair value measurement include estimates of plugging and abandonment costs, inflation rate and well life. The inputs are calculated based on historical data as well as current estimated costs. See Note 2 for a roll forward of the asset retirement obligation.

The estimated fair values of assets and liabilities included in the consolidated balance sheets are summarized below as of December 31:

		Fair Value		Fair Value
		2020		2019
		Significant other observable inputs		Significant other observable inputs
		(Level 2)		(Level 2)
Derivative assets:	Balance sheet location
Oil and natural gas derivative instruments	Current portion of derivative obligation	$	-	$	-
	Non current derivative obligation		-		-
Total derivative assets			-		-
Derivative liabilities	Balance sheet location
Oil and natural gas derivative instruments	Accounts payable		33,476
	Current portion of derivative obligation		224,780		-
	Non current derivative obligation		38,170		-
Total derivative liabilities			262,950		-
Net derivative asset (liability)		$	296,426	$	-

8. COMMITMENTS AND CONTINGENCIES

Due to the nature of the oil and natural gas business, the Company is exposed to possible environmental risks. The Company has implemented various policies and procedures to avoid environmental contamination and risks from environmental contamination. The Company conducts periodic reviews to identify changes in our environmental risk profile. These reviews evaluate whether there is a contingent liability, its amount, and the likelihood that the liability will be incurred. The amount of any potential liability is determined by considering, among other matters, incremental direct costs of any likely remediation. The Company manages its exposure to environmental liabilities on properties to be acquired by identifying existing problems and assessing the potential liability. Depending on the extent of an identified environmental problem, the Company may exclude a property from the acquisition, require the seller to remediate the property, or agree to assume liability for the remediation of the property. The Company has historically not experienced any significant environmental liability and is not aware of any potential material environmental issues or claims at December 31, 2020.

F-18

The Company is periodically subject to lawsuits, investigations and disputes, including matters relating to commercial transactions, environmental and health and safety matters. A liability is recognized for any contingency that is possible of occurrence and reasonably estimable. The Company continually assesses the likelihood of adverse judgements of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. None of these actions are expected to have a material adverse impact on the Company. The Company will continue to monitor the impact that litigation could have on the Company and will assess the impact of future events on the Company’s financial position, results of operations and cash flows. As of December 31, 2020, the Company does not have any litigation liabilities that require an accrual.

9. SUBSEQUENT EVENTS

Management has evaluated events through April 30, 2021, the date the financial statements were available to be issued. There were no subsequent events requiring recognition or disclosure.

* * * * * *

F-19

EX-99.4

Exhibit 99.4 

Banner Oil & Gas, LLC

Consolidated Financial Statements (Unaudited)

As of September 30, 2021 and December 31, 2020

Consolidated Financial Statements

Unaudited Consolidated Balance Sheets	2
Unaudited Consolidated Statement of Operations	3
Unaudited Consolidated Statement of Members’ Equity	4
Unaudited Consolidated Statement of Cash Flows	5
Notes to Consolidated Financial Statements	6-16

1

BANNER OIL & GAS, LLC

CONSOLIDATED BALANCE SHEETS (Unaudited) 

	September 30, 2021		December 31, 2020
ASSETS
Current Assets
Cash	$	219,210	$	228,676
Accounts receivable:
Accrued oil & natural gas sales		1,229,699		697,504
Joint interest billings		182,557		87,821
Oil inventory in tanks		337,480		178,259
Fair value of derivatives		-		-
Prepaid expenses		116,342		32,786
Total current assets		2,085,288		1,225,046
Oil and natural gas properties, at cost, based on full cost method of accounting, net of accumulated depreciation, depletion, amortization and impairment		30,664,721		30,211,426
Other property and equipment, net		106,774		129,707
Non-current portion of production tax rebate receivable		-		-
Deposits		289,343		289,343
Fair value of derivatives		-		-
Unamortized debt issuance cost		94,658		117,077
TOTAL ASSETS	$	33,240,784	$	31,972,599
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable	$	1,660,556	$	1,432,041
Current portion of notes payable		5,335		14,424
Accrued drilling and lease operating expense		-		-
Current derivative liability		2,897,305		224,780
Paid in kind interest payable		-		-
Other accrued liabilities		530,487		439,042
Total current liabilities		5,093,683		2,110,287
Notes payable		3,329,675		1,650,800
Non current derivative obligation		868,727		38,170
Asset retirement obligations		4,297,543		4,155,724
Commitments and contingencies (Note 9)
Members’ equity		19,651,156		24,017,618
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	33,240,784	$	31,972,599

2

BANNER OIL & GAS, LLC

CONSOLIDATED INCOME STATEMENT (Unaudited)

	Nine-Month Periods Ended September 30,
	2021			2020
OPERATING REVENUES
Oil sales	$	6,613,220		$	2,411,074
Natural gas sales		1,704,142			33,151
Total operating revenue		8,317,362			2,444,225
OPERATING COSTS AND EXPENSES
Lease operating		4,440,097			2,131,553
Production taxes and other expense		510,003			99,084
Adjustment to production tax rebate		-			-
Other production costs		175,271			23,919
Ad valorem taxes		54,972			44,710
General and administrative		1,150,478			1,025,958
Depreciation, depletion and amortization		1,359,267			669,123
Impairment		-			-
Accretion of asset retirement obligations		185,467			117,389
Total operating costs and expenses		7,875,555			4,111,736
Gain/(Loss) from operations		441,807			(1,667,511	)
OTHER (EXPENSE) INCOME
Other income		315,873			90,872
Interest expense		(83,636	)		(151	)
Paid in kind interest		-			(349,335	)
Amortization of loan costs		(22,419	)		-
Letter of credit fees		(16,354	)		(9,102	)
Gain (loss) on sale of equipment		-			-
Risk management settlements		(1,498,650	)		7,148
Risk management change in fair value		(3,503,082	)		54,009
Total other (expenses) income		(4,808,268	)		(206,559	)
NET LOSS	$	(4,366,462	)	$	(1,874,070	)

3

BANNER OIL & GAS, LLC

CONSOLIDATED STATEMENT OF MEMBER’S EQUITY (Unaudited)

	Nine-Month Periods Ended September 30,
	2020 and 2021
	Series A Preferred		Capital Interests			Members’ Equity
Balance at December 31, 2019		6,825,000		5,337,852			12,162,852
Net Loss		-		(1,874,070	)		(1,874,070	)
Balance at September 30, 2020	$	6,825,000	$	3,463,782		$	10,288,782
Balance at December 31, 2020		-		24,017,618			24,017,618
Net Loss		-		(4,366,462	)		(4,366,462	)
Balance at September 30, 2021	$	-	$	19,651,156		$	19,651,156

4

BANNER OIL & GAS, LLC

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)

	Nine-Month Periods Ended September 30,
	2021			2020
OPERATING ACTIVITIES
Net loss	$	(4,366,462	)	$	(1,874,070	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation, depletion and amortization		1,359,267			669,123
Oil and natural gas property impairment		-			112,811
Non-cash operating expenses treated as note collections		-			-
(Gain) loss on sale of assets		-			-
Non-cash interest expense		-			349,335
Bad debt expense		-			-
Accretion expense		185,467			117,389
Settlement of asset retirement obligations		-			(3,051	)
Amortization of debt issuance costs		22,419			-
Gain on extinguishment of debt		-			-
Unrealized (gain) loss on derivative instruments		3,503,082			(54,009	)
Change in assets and liabilities:
Accrued oil and gas sales and production tax rebate		(532,195	)		343,664
Derivative receivable and joint interest billings		(94,736	)		(175,881	)
Oil inventory in tanks		(159,221	)		-
Prepaid expenses and other assets		(83,556	)		(7,706	)
Accounts payable		228,514			(226,139	)
Accrued drilling and lease operating expense		-			-
Other accrued liabilities		82,356			(448	)
Net cash (used in) provided by operating activities		144,936			(748,982	)
INVESTING ACTIVITIES
Proceeds from sale of assets		-			355,000
Oil and natural gas property costs		(1,833,276	)		(338,252	)
Other asset additions		-			-
Net cash used in investing activities		(1,833,276	)		16,748
FINANCING ACTIVITIES
Payment of loan costs		-			436,882
Net payments on line of credit		-			-
Payment on notes payable		-			-
Borrowings on notes payable		1,678,875			-
Members’ contributions		-			271,066
Net cash provided by (used in) financing activities		1,678,875			707,948
Net cash (decrease) increase for period		(9,465	)		(24,286	)
Cash at beginning of year		228,676			278,446
Cash at end of period	$	219,211		$	254,160

5

BANNER OIL & GAS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. NATURE OF OPERATIONS, PRINCIPLES OF CONSOLIDATION AND SIGNIFICANT TRANSACTIONS

Banner Oil & Gas, LLC (“Banner”) was formed as a limited liability company in the state of Oklahoma on December 13, 2010. Its major operations consist of the exploration for and acquisition, production, and sale of crude oil and natural gas with an area of concentration in Oklahoma, Texas, Kansas and Mississippi. Banner will continue perpetually until terminated pursuant to statute or any provision of the limited liability company agreement. No member shall be liable for the expenses, liabilities or obligations of Banner.

On November 23, 2020, Banner’s board of managers approved a plan of division whereby Banner Holdings, LLC (“Banner Holdings”) was formed and became the sole member of Banner. All existing capital interests and incentive units of Banner were exchanged for an equal amount of capital interests and incentive units in Banner Holdings. Banner Holdings assumed all obligations regarding the prior revolving credit facility. Additionally, oil and gas assets of two companies under common control were merged with Banner effective October 1, 2020 (K3 AssetCo, LLC and 2W AssetCo, LLC). (See Notes 3 and 4).

The consolidated financial statements include the accounts of Banner and its wholly owned subsidiaries, Pennant Oil & Gas, LLC, Banner Oilfield Services, LLC, BOG-Osage, LLC, K3 AssetCo, LLC and 2W AssetCo, LLC (collectively referred to as the “Company” or “Banner”). All significant intercompany accounts and transactions have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP), management makes estimates and assumptions in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and changes in these estimates are recorded when known. Significant estimates, which are subject to change in the near term, affecting these financial statements include estimates for quantities of proved oil and natural gas reserves and future cash flows, which is used to compute depreciation, depletion and amortization and impairment of oil and natural gas properties, period end oil and natural gas sales and accruals, and asset retirement obligations.

Cash and Cash Equivalents - The Company considers all highly liquid debt instruments purchased with a maturity of three months or less and money market funds to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts and money market funds which may not be fully federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on such accounts.

Accounts Receivable - The Company’s accounts receivables are primarily from companies in the oil and natural gas industry located in the southwestern part of the United States. Credit for oil and natural gas sales is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable from working interest owners also does not require collateral, although the Company generally has the right to apply their portion of oil and natural gas sales to their accounts receivable balance. Accounts receivable are due within 30 days and are stated at amounts due from customers, net of an allowance for doubtful accounts when the Company believes collection is doubtful. Accounts outstanding longer than the contractual payment terms are considered past due.

6

The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, amounts which may be obtained by an offset against production proceeds due the customer and the condition of the general economy as a whole. The Company writes off specific accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. At September 30, 2021 and December 31, 2020, management considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required.

Oil Inventory - At September 30, 2021 and December 31, 2020 inventory consisted of crude oil produced and stored in tanks prior to delivery to the purchaser in the amount of approximately $337,000 and $178,000, respectively. Inventory is presented on the balance sheet at the lower of cost to produce or market.

Oil and Natural Gas Properties - The full cost method of accounting is used to account for oil and natural gas properties. Under this method of accounting, all costs incident to the acquisition, exploration, and development of properties (both developed and undeveloped), including costs of abandoned leaseholds, delay lease rentals, unproductive wells, and well drilling and equipment costs, are capitalized. The Company capitalizes internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any costs related to production, general corporate overhead or similar activities. Capitalized costs include geological and geophysical work, seismic, delay rentals, drilling and completing and equipping oil and natural gas wells, including salaries, benefits and other internal costs directly attributable to these activities.

Capitalized costs as well as future development costs on proved undeveloped properties are amortized using the units-of-production method, based on estimates of proved oil and natural gas reserves and production, which are converted to a common unit of measure based upon their relative energy content. The computation of depreciation, depletion and amortization takes into consideration restoration, dismantlement and abandonment costs and the anticipated proceeds from salvaging equipment. Due to uncertainties inherent in this estimation process, it is at least reasonably possible that reserve quantities will be revised significantly in the near term. If the Company’s unamortized costs exceed the cost center ceiling (defined as the sum of the present value, discounted at 10%, of estimated future net revenues from proved reserves plus the lower of cost or estimated fair value of unproved properties), the excess is charged to expense in the year in which the excess occurs. Generally, no gains or losses are recognized on the sale or disposition of oil and natural gas properties unless such dispositions involve a significant alteration in the depletion rate. Management’s evaluation concluded that there was no impairment for the year ended December 31, 2019, but due to the decline in oil prices during 2020, there was an impairment required for the year ended December 31, 2020 of approximately $9,111,000. There was no impairment for the period ended September 30, 2021.

Other Property and Equipment - Other property and equipment is recorded at cost. Upon retirement or disposition of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheet with the resulting gain or loss, if any, reflected in the consolidated statement of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, typically from 3 to 10 years. Depreciation expense related to other property and equipment was approximately $34,000 and $42,000 for the periods ended September 30, 2021 and September 30, 2020, respectively.

Revenue Recognition - Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price, delivery has occurred, title has transferred and collectability of the revenue is probable. Delivery occurs and title is transferred when production has been delivered to a pipeline or picked up by the purchaser. Taxes assessed by governmental authorities on oil and natural gas revenues are presented separately from such revenues as production taxes in the consolidated statements of operations. Well supervision fees and overhead reimbursements associated with producing properties are recognized as expense reimbursements when the services are performed.

7

Income Taxes - The Company is a limited liability company and therefore substantially all taxes are passed through to the individual members. There is no provision for income taxes provided for in these financial statements. The Company’s 2017 through 2020 federal income tax and state income tax returns remain open to examination by various tax jurisdictions which include Oklahoma. Additionally, the Company’s state margin tax returns for 2017 through 2020 remain open to examination for the state of Texas.

Management has evaluated the Company’s tax positions and concluded that there are no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of authoritative guidance.

Concentrations of Credit Risk and Major Customers - The Company extends credit to purchasers of oil and natural gas, which are primarily large energy companies. The Company had four purchasers during the period ended September 30, 2021 whose individual purchases exceeded 10% of oil and natural gas sales and collectively accounted for approximately 60% of total oil and natural gas sales. The Company had three purchasers during the year ended December 31, 2020 whose individual purchases exceeded 10% of oil and natural gas sales and collectively accounted for approximately 63% of total oil and natural gas sales.

The Company had six purchasers whose outstanding balance was approximately 71% of accounts receivable from oil and natural gas sales at September 30, 2021, and five purchasers whose outstanding balance was approximately 67% of accounts receivable from oil and natural gas sales at December 31, 2020.

Gas Balancing - In certain instances, the owners of the natural gas produced from a well will select different purchasers for their respective ownership interest in the wells. If one purchaser takes more than its ratable portion of the natural gas, the owners selling to that purchaser will be required to satisfy the imbalance in the future by cash payments or by allowing the other owners to sell more than their share of production. To the extent future reserves exist to enable the other owners to sell more than their ratable share of natural gas, no liability is recorded for the Company’s obligation for natural gas taken by its purchasers which exceeds the Company’s ownership interest of the well’s total production. The Company has no significant imbalances at September 30, 2021 and September 30, 2020.

Debt Issuance Costs - The Company amortizes loan origination fees for financing agreements over the life of the loan using the straight-line method, which does not differ significantly from the effective interest method. Amortization expense totaled approximately $22,000 and $0 for September 30, 2021 and September 30, 2020, respectively.

Accounting standards require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standards allow companies to report debt issuance costs related to line of credit agreements as unamortized costs on the balance sheet. The Company reports debt issuance costs related to its revolving credit facility as unamortized debt issuance costs on the consolidated balance sheets.

Derivative Instruments and Hedge Transactions - The Company recognizes derivatives as either an asset or a liability measured at fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative and the resulting designation. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments through income or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of a hedge’s change in fair value will be immediately recognized in income. The Company has not designated its derivative financial instruments for hedge accounting, and as such, changes in fair value are reported in earnings as a component of risk management income (expense) (See Note 6).

8

Fair Value of Financial Instruments - The carrying value of items comprising current assets and current liabilities approximate fair values due to the short-term maturities of these instruments. The carrying value of the long-term debt approximates fair value as a result of the long-term debt having a variable interest rate, or the current rates offered to the Company for long-term debt are substantially the same. The Company’s derivative financial instruments are reported at fair value.

Accounting for Asset Retirement Obligations - The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The Company’s asset retirement obligations relate to estimated future plugging and abandonment costs on its oil and natural gas properties and related facilities disposal. These obligations to abandon and restore properties are based upon estimated future costs which may change based upon future inflation rates and changes in statutory remediation

rules or changes in future cost estimates.

At September 30, 2021, the Company has cash held in escrow with a fair market value of $160,000 that is legally restricted for potential plugging and abandonment liability in the Wildhorse Unit located in Osage County, Oklahoma. The cash held related to this escrow account is included in deposits on the consolidated balance sheets.

The activities incurred in the asset retirement obligations are as follows for the periods ended September 30, 2021 and December 31, 2020:

	Nine Months Ended		Twelve Months Ended
	September 30, 2021		December 31, 2020
Balance at beginning of year	$	4,155,724	$	2,761,519
Liabilities incurred in current year				1,761,821
Revisions				(340,497	)
Liabilities settled current year				(240,062	)
Accretion expense		185,467		212,943
Balance at end of year	$	4,341,191	$	4,155,724

Recent accounting pronouncements – In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “Leases (Topic 842).” The purpose of the guidance is to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet as well as providing additional disclosure requirements related to leasing arrangements. On April 8, 2020, the FASB voted to defer the effective date for ASU 2016-02 for private companies. As such the new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2021, though early adoption is permitted. Management is currently evaluating the impact adopting this recent accounting pronouncement will have on the Company’s financial statements in future reporting periods.

9

3. NOTES PAYABLE

	Nine Months Ended		Twelve Months Ended
	September 30, 2021		December 31, 2020
Revolving credit facility with Firstbank Southwest as administrative agent, bearing interest at a weighted average adjusted rate as defined in the agreement (4.75% at December 31, 2020). Principle and any unpaid interest is due November 24, 2024. Collateralized by the Company’s oil and natural gas properties.		2,870,000		1,200,000
Unsecured, forgivable loan from Prosperity Bank as part of Small Business Administration Paycheck Protection Program (PPP).		0		300,900
Unsecured, forgivable loan from Firstbank Southwest as part of Small Business Administration Paycheck Protection Program (PPP).		309,775		0
Small Business Administration Economic Injury Disaster Loan bearing interest at 3.75%. Monthly principal and interest payments of $731 for 348 months starting June 2022 with remanining principal and interest due June 2050. Loan is secured generally by all assets of the Company.		149,900		149,900
Other		8,365		14,424
	$	3,338,040	$	1,665,224

Revolving Credit Facility with Firstbank Southwest

In November 2020, the Company entered into a four-year credit agreement with Firstbank Southwest as administrative agent, which provides for a revolving line of credit with an initial borrowing base of $5,000,000. The maximum amount available is subject to semi-annual redeterminations of the borrowing base in April and October of each year until maturity, based on the value of the Company’s proved oil and natural gas reserves in accordance with the lenders’ customary procedures and practices. Both the Company and the lenders have the right to request one additional redetermination each year.

Interest on the outstanding amounts under the credit facility will accrue at an interest rate equal to either (i) the Alternate Base Rate (as defined in the credit agreement) plus an applicable margin (as defined in the credit agreement) that ranges between 1.00% to 2.00% depending on utilization or (ii) the Adjusted LIBO Rate (as defined in the credit agreement) plus an applicable margin that ranges between 4.00% to 5.00% depending on utilization. In the case that an event of default (as defined under the credit agreement) occurs, the outstanding amounts will bear an additional 2.00% interest plus the applicable Alternate Base Rate or Adjusted LIBO Rate and corresponding applicable margin.

10

As of December 31, 2020, outstanding borrowings were accruing interest at the Alternate Base Rate plus the applicable margin which resulted in an interest rate of 4.75%. A commitment fee of 0.500%, accrues on the average daily amount of the unused portion of the borrowing base and is included as a component of interest expense. The Company generally has the right to make prepayments of the borrowings at any time without penalty or premium. Letter of credit fees will accrue at 0.125% plus the Applicable Margin used to determine the interest rate applicable to borrowings that are based on Adjusted LIBO Rate.

Small Business Administration Loans

In May 2020 Banner applied for and received an unsecured forgivable loan guaranteed by the federal government as part of the Small Business Administration (SBA) Paycheck Protection Program in the amount of $300,900 bearing interest at 1%. Principal and interest of this loan can be fully forgiven based on the Company incurring qualifying expenses during the defined covered period as well as meeting other criteria related to employee retention. The Company applied for forgiveness of this loan in November 2020, which was subsequently approved and forgiven in May 2021.

In September 2020, the Company applied for and received a loan from the federal government as part of the SBA Economic Injury Disaster Loan in the amount of $149,900 bearing interest of 3.75% per annum. Repayment of this loan begins in September 2022 with 348 monthly payments of $731 of principal and interest with a final payment due in September 205 for all remaining unpaid principal and interest. This loan is secured generally by all assets of the Company.

In January 2021 Banner applied for and received a second unsecured forgivable loan guaranteed by the federal government as part of the Small Business Administration (SBA) Paycheck Protection Program in the amount of $309,775 bearing interest at 1%. Principal and interest of this loan can be fully forgiven based on the Company incurring qualifying expenses during the defined covered period as well as meeting other criteria related to employee retention. The company has not applied for forgiveness, but expects to apply prior to December 31, 2022.

4. EQUITY TRANSACTIONS

Fourth Amended Operating Agreement

Effective January 17, 2019, the Company adopted the Fourth Amended Operating Agreement. This operating agreement, among other things, updated sharing ratios and further defined management incentive units as follows:

a) Series A Preferred Sharing Ratio:

i. Sage Road: 64.47%

ii. Wells Fargo Energy Capital (“WFEC”) 35.53%

b) Management Incentive Units (by type):

i. Pennant MIU: 5,000 units outstanding

ii. 2019 MIU: 87,000 units outstanding

c) Generally, distribution was allocated as follows:

i. Members of Non-Management Group and holders of MIUs at determined sharing ratios based on distribution thresholds;

ii. Members holding Series A Preferred Interests in accordance to their Series A Preferred Sharing Ratio;

iii. Preference Threshold Group, (Sage Road 97.22% and Pennant Energy, LLC 2.78%)

iv. Preference Threshold Group and Pennant MIU at determined sharing ratios based on return on investment.

In October, 2019, Sage Road purchased the Series A Preferred Interests from WFEC.

Management incentive units were administered under two separate plans by the Company’s Board of Managers. The first plan, the Management Incentive Units Plan includes units awarded to members of Pennant (“Pennant MIU Plan”) and the second plan, the 2018 Management Incentive Pool Plan (“2018 MIU Plan”) were each authorized to issue 100,000 units. The Pennant MIU Plan calls for units to vest at 20% on each of the first four anniversaries of the date of the grant with any unvested units fully vesting on the date of a Vesting Event, as defined. The 2018 MIU Plan calls for units to vest at 25% on each of the first three anniversaries of the date of the grant with any unvested units fully vesting on the date of a Vesting Event, as defined. Additionally, all management incentive units lack voting rights and are subject to transfer restrictions unless waived by the board of managers. Both plans and their corresponding units were cancelled in 2020 as discussed below.

As of December 31, 2019, the Series A Preferred Interests had accumulated $1,434,150 in preferred returns.

11

Fifth Amended and Restated Operating Agreement

Effective November 24, 2020, the Company adopted the Fifth Amended and Restated Operating Agreement. This operating agreement amends and restates the previous agreement in its entirety. This agreement, among other things, confirmed the Plan of Division approved by the Company’s board of managers on November 23, 2020, whereby Banner Holdings was formed becoming Banner’s parent company. All existing capital interests and incentive units of Banner were exchanged by Banner’s existing members for an equal amount of capital interests and incentive units in Banner Holdings. Banner Holdings received 100% of Banner’s capital interests in exchange for assuming all of Banner’s obligations regarding the revolving credit facility formerly held by Wells Fargo Bank, N.A. and subsequently purchased by Sage Road. As a result, Banner eliminated the note payable of $18,892,165, and the related paid in kind interest payable of $1,580,162 and recorded a capital contribution of $20,472,327.

The new operating agreement cancelled all previously issued management incentive units (“MIU’s”), converted all previous Series A Preferred Interests and Capital Interests into new Capital Interests, admitted new members through receipt of capital contributions, and issued new MIU’s under the 2020 Incentive Pool Plan (“2020 MIU Plan”). The 2020 MIU Plan allows a maximum of 100,000 authorized units to be issued, and calls for units to vest at 25% on each of the first three anniversaries of the date of the grant with any unvested units fully vesting on the date of a vesting event, as defined. Additionally, all management incentive units lack voting rights and are subject to transfer restrictions unless waived by the board of managers. A total of 75,000 shares were issued and outstanding at December 31, 2020.

Transactions Between Entities Under Common Control

Effective October 1, 2020, capital contributions were received primarily in the form of oil and gas assets from two commonly controlled companies, K3 Oil, LLC (“K3”) and 2W Energy Partners, LLC (“2W”) and were recorded as an exchange between entities under common control. Both companies created subsidiaries to contain the assets contributed, K3 AssetCo, LLC and 2W AssetCo, LLC. The subsidiaries were contributed to Banner in exchange for Banner capital interests. Sage Road owned approximately, 97%, 92% and 94% of Banner Holdings, K3 and 2W, respectively prior to the transactions. In accordance with accounting guidance, Banner recorded the assets and liabilities contributed by K3 and 2W at historical cost with operations recorded prospectively from the effective contribution date.

The following amounts were recorded on October 1, 2020 as a result of this activity:

K3 AssetCo, LLC:

Financial Statement Line Item	Amount
Oil and gas properties	$	3,217,463
Accounts Payable		5,685
Asset Retirement Obligation		797,178
Members’ Equity		1,914,600

2W AssetCo, LLC:

Financial Statement Line Item	Amount
Cash	$	20,033
Accrued oil & natural gas sales		15,770
Oil and gas properties		2,448,071
Accounts Payable		51,185
Asset Retirement Obligation		604,846
Members’ Equity		1,627,843

12

Banner also paid $500,000 and $200,000 to K3 and 2W, respectively in lieu of assuming certain liabilities.

Capital interest sharing ratios are as follows at September 30, 2021 and December 31, 2020:

	Capital Interests
Member	Sharing Ratio
Banner Holdings, LLC		65.88	%
K3 Oil LLC		13.19	%
2W Energy Partners, LLC		20.41	%
Michael Richardon		0.52	%
		100.00	%

5. OIL AND NATURAL GAS INFORMATION

Costs related to the oil and natural gas activities of the Company, including those related to property acquisitions, were incurred as follows for the periods ended September 30, 2021 and December 31, 2020:

	Nine Months Ended		Twelve Months Ended
	September 30, 2021		December 31, 2020
Acquisition Costs	$	1,313	$	49,246
Development Costs	$	1,831,963	$	775,837

The Company had the following aggregate capitalized costs relating to the Company’s oil and natural gas activities at September 30, 2021:

	Nine Months Ended			Twelve Months Ended
	September 30, 2021			December 31, 2020
Proved oil and gas properties	$	113,908,345		$	112,870,506
Less accumulated DD&A and impairment		(83,980,857	)		(82,659,080	)
Total oil and gas properties	$	29,927,488		$	30,211,426

For the periods ended September 30, 2021 and December 31, 2020, there were no unproved properties excluded from the amortization base.

6. DERIVATIVE TRANSACTIONS

The results of operations and operating cash flows are impacted by changes in market prices for oil and natural gas. To mitigate a portion of this exposure, the Company has entered into certain derivative instruments, none of which were elected to be designated as cash flow hedges for accounting purposes. As of December 31, 2020, the Company’s derivative instruments were comprised of fixed price swaps and/or collars.

In fixed-price swap instruments, the Company receives a fixed-price for the hedged commodity and pays a floating market price to the counterparty. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty.

Collars contain a fixed floor price (put) and ceiling price (call). If the market price exceeds the call strike price or falls below the put strike price, the Company receives the fixed price and pays the market price. If the market price is between the call and the put strike price, no payments are due from either party.

13

As of December 31, 2020, the Company had the following hedging transactions with one counterparty consisting of both fixed price swaps and collars.

			Fixed price per Bbl
Period and type of contract	Volume (Bbls)		Swaps		Purchase Puts		Sold Calls
2021
Oil swaps		6,000	$	46.11
Oil collars		18,000			$	40.00	$	45.40
2022
Oil swaps		36,000	$	49.99
Oil collars		60,000			$	40.00	$	46.02
2023
Oil swaps		-
Oil collars		12,000			$	47.50	$	53.23

Period and type of contract	Volume (Mcf)		Swaps		Purchase Puts		Sold Calls
2021
Natural gas swaps	60,000	$	2.93
Natural gas collars	20,000			$	3.00	$	3.35
2022
Natural gas swaps
Natural gas collars	60,000			$	2.95	$	3.33

These instruments are recorded at fair value and changes in fair value, including settlements, have been reported as risk management income (expense) in the consolidated statements of operations. Settlements on these instruments occur every month. The following table provides a summary of the components (cash and non-cash) of risk management income (expense) for the years ended December 31:

	Nine Months Ended			Twelve Months Ended
Gain (losses) from:	September 30, 2021			December 31, 2020
Settlement with counter party	$	(1,498,650	)	$	(20,853	)
Change in fair value (non-cash)		(3,503,082	)		(262,950	)
Total risk management income (loss)	$	(5,001,732	)	$	(283,803	)

7. FAIR VALUE MEASUREMENTS

FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (as amended) (“ASC 820”), defines fair value, establishes a framework for measuring fair value, outlines a fair value hierarchy based on inputs used to measure fair value and enhances disclosure requirements for fair value measurements.

Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

14

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels—defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities—are as follows:

Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The fair value of derivative contracts is measured using Level II inputs and is determined by either market prices on an active market for similar assets or by prices quoted by a broker or other market-corroborated prices, including analysis of formal pricing curves on national exchanges. The Company also utilizes credit information about counterparties, as well as a credit rating factor derived from yields on the debt of peers in the industry, in order to adjust derivative valuations for credit risk.

Additions to asset retirement obligations are measured using primarily Level III inputs. The significant unobservable inputs to this fair value measurement include estimates of plugging and abandonment costs, inflation rate and well life. The inputs are calculated based on historical data as well as current estimated costs. See Note 2 for a roll forward of the asset retirement obligation.

The estimated fair values of assets and liabilities included in the consolidated balance sheets are summarized below as of September 30, 2021 and December 31, 2020:

		Fair Value		Fair Value
		September 30, 2021		December 31, 2020
		Significant other		Significant other
		observation inputs		observation inputs
		(Level 2)		(Level 2)
	Balance sheet location
Derivative Assets:
Oil and natural gas	Current Derivative Liability	$	-	$	-
derivative instruments	Non - current derivative obligation		-		-
	Total derivative liability		-		-
	Balance sheet location
Derivative Liabilities:	Accounts Payable		119,690		33,476
Oil and natural gas	Current Derivative Liability		2,897,305		224,780
derivative instruments	Non - current derivative obligation		868,727		38,170
	Total derivative liability		3,885,722		296,426
	Net derivative asset (liability)		3,885,722		296,426

15

8. COMMITMENTS AND CONTINGENCIES

Due to the nature of the oil and natural gas business, the Company is exposed to possible environmental risks. The Company has implemented various policies and procedures to avoid environmental contamination and risks from environmental contamination. The Company conducts periodic reviews to identify changes in our environmental risk profile. These reviews evaluate whether there is a contingent liability, its amount, and the likelihood that the liability will be incurred.

The amount of any potential liability is determined by considering, among other matters, incremental direct costs of any likely remediation. The Company manages its exposure to environmental liabilities on properties to be acquired by identifying existing problems and assessing the potential liability. Depending on the extent of an identified environmental problem, the Company may exclude a property from the acquisition, require the seller to remediate the property, or agree to assume liability for the remediation of the property. The Company has historically not experienced any significant environmental liability and is not aware of any potential material environmental issues or claims at September 30, 2021.

The Company is periodically subject to lawsuits, investigations and disputes, including matters relating to commercial transactions, environmental and health and safety matters. A liability is recognized for any contingency that is possible of occurrence and reasonably estimable. The Company continually assesses the likelihood of adverse judgements of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. None of these actions are expected to have a material adverse impact on the Company. The Company will continue to monitor the impact that litigation could have on the Company and will assess the impact of future events on the Company’s financial position, results of operations and cash flows. As of September 30, 2021, the Company does not have any litigation liabilities that require an accrual.

9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through March 1, 2022, the date the financial statements were available to be issued. On January 5, 2022, the Company sold producing properties in Kansas, Mississippi, Oklahoma and Texas to US Energy Corp. (Ticker: USEG) in exchange for stock, cash and the assumption of underwater hedges. There were no other subsequent events requiring recognition or disclosure.

16

EX-99.5

Exhibit 99.5

Audited Financial Statements of Woodford
Independent Auditor’s Report	F-1
Balance Sheets as of December 31, 2020 and December 31, 2019	F-4
Statements of Operations for the years ended December 31, 2020 and December 31, 2019	F-5
Statements of Changes in Member’s Equity (deficit) for the years ended December 31, 2020 and December 31, 2019	F-6
Notes to Financial Statements	F-8

Independent Auditor’s Report

To the Board of Managers and Members of

Woodford Petroleum LLC

We have audited the accompanying financial statements of Woodford Petroleum LLC (the Company), which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F-1

The Board of Managers and Members of

Woodford Petroleum LLC

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Woodford Petroleum LLC as of December 31, 2020 and 2019, and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

WEAVER AND TIDWELL, L.L.P.

Houston, Texas

May 21, 2021

F-2

Financial Statements

F-3

Woodford Petroleum LLC

Balance Sheets

December 31, 2020 and 2019

	2020		2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,969	$	638,676
Accounts receivable - oil and gas sales		27,586		59,140
Total current assets		29,555		697,816
OIL AND GAS PROPERTIES, full cost method, net		1,817,830		2,867,774
TOTAL ASSETS	$	1,847,385	$	3,565,590
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	11,912	$	11,691
Accounts payable - related party		118,248		1,126,174
Total current liabilities		130,160		1,137,865
NON-CURRENT LIABILITIES
Note payable		150,900		-
Asset retirement obligations		75,925		87,734
Total non-current liabilities		226,825		87,734
Total liabilities		356,985		1,225,599
MEMBERS’ EQUITY		1,490,400		2,339,991
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	1,847,385	$	3,565,590

The Notes to Financial Statements are an integral part of these statements.

F-4

Woodford Petroleum LLC

Statements of Operations

Years Ended December 31, 2020 and 2019

	2020			2019
REVENUES
Oil and gas sales	$	400,562		$	681,838
OPERATING EXPENSES
Lease operating		130,622			267,927
Production tax		25,314			42,422
General and administrative		640,509			1,164,059
Accretion		3,109			3,593
Depreciation, depletion and amortization		245,521			296,250
Impairment		907,235			311,132
Total expenses		1,952,310			2,085,383
Loss from operations		(1,551,748	)		(1,403,545	)
OTHER INCOME
Interest income		206			700
NET LOSS	$	(1,551,542	)	$	(1,402,845	)

The Notes to Financial Statements are an integral part of these statements.

F-5

Woodford Petroleum LLC

Statements of Changes in Members’ Equity

Years Ended December 31, 2020 and 2019

BALANCE, January 1, 2019	$	2,396,934
Members’ contributions		1,345,902
Net loss		(1,402,845	)
BALANCE, December 31, 2019		2,339,991
Members’ contributions		701,951
Net loss		(1,551,542	)
BALANCE, December 31, 2020	$	1,490,400

The Notes to Financial Statements are an integral part of these statements.

F-6

Woodford Petroleum LLC

Statements of Cash Flows

Years Ended December 31, 2020 and 2019

	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,551,542	)	$	(1,402,845	)
Adjustments to reconcile net loss to net used in operating activities
Depreciation, depletion and amortization		245,521			296,250
Impairment		907,235			311,132
Accretion expense		3,109			3,593
Change in operating assets and liabilities
Accounts receivable - oil and gas sales		31,554			20,064
Settlement of asset retirement obligations		(14,918	)		-
Accounts payable		221			5,258
Accounts payable - related party		(1,007,926	)		474,544
Net cash used in operating activities		(1,386,746	)		(292,004	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(102,812	)		(916,467	)
Net cash used in investing activities		(102,812	)		(916,467	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Note payable		150,900			-
Members’ contributions		701,951			1,345,902
Net cash provided by financing activities		852,851			1,345,902
Net (decrease) increase in cash and cash equivalents
		(636,707	)		137,431
CASH AND CASH EQUIVALENTS, beginning of year		638,676			501,245
CASH AND CASH EQUIVALENTS, end of year	$	1,969		$	638,676
NON-CASH FINANCING AND INVESTING ACTIVITIES
Asset retirement obligations	$	-		$	18,027
Capital expenditures accrued in accounts payable - related party	$	-		$	359,253

The Notes to Financial Statements are

an integral part of these statements.

F-7

Woodford Petroleum LLC

Notes to Financial Statements

Note 1. Organization and Business

Woodford Petroleum LLC (the Company) is a limited liability company organized on February 3, 2017 in the State of Delaware. The Company is an independent oil and natural gas company engaged in acquisition, exploration, production, and development of reserves in the Mid-Continent region, including Oklahoma, Colorado, Kansas and Texas. The Company’s strategy is to target areas near existing production that have not been produced.

The rights and obligations of the equity holders of the Company (the Members) are governed by the Limited Liability Company Agreement of Woodford Petroleum LLC (the Agreement). According to the Agreement, Members shall not be liable for the debts, obligations, or liabilities of the Company.

The Company has two classes of member units, Class A and Class B. Class A Members have the preferential position in the distributions of available cash and the authorization to appoint the Members of the Board of Managers under the terms of the Agreement. At December 31, 2020, 7,851 Class A units and 1,000 Class B units were issued. In accordance with the Agreement, Class A Members have committed to contribute up to $20,700,000 to the Company. Capital calls through December 31, 2020 from Class A Members totaled $7,850,854.

According to the Agreement, the Company shall dissolve and cease to exist upon the first to occur of the following: (a) election of the Board of Managers to dissolve the Company, (b) the occurrence of any other event causing dissolution of the Company, or (c) December 31, 2022 (or later date as approved by a majority vote of the Board of Managers).

Note 2. Summary of Significant Accounting Policies

The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). Accounting principles followed and the methods of applying those principles which materially affect the determination of financial position, results of operations, and cash flows are summarized below.

Management Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant assumptions are required in the valuation of proved oil and gas reserves which, as described below, may affect the amount at which oil and gas properties are recorded. Estimation of asset retirement obligations also require significant assumptions. It is possible these estimates could be revised in the near term and these revisions could be material.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents.

F-8

Woodford Petroleum LLC

Notes to Financial Statements

Accounts Receivable – Oil and Gas Sales

Accounts receivable – oil and gas sales include amounts due from oil and gas purchasers. Accounts receivable include accrued revenues due under normal trade terms, generally requiring payment within 30 – 60 days of production. No interest was charged in 2020 and 2019 on past-due balances. The Company’s allowance for doubtful accounts is determined based upon reviews of individual accounts, historical losses, existing economic conditions and other pertinent factors. The Company did not provide an allowance for doubtful accounts at December 31, 2020 and 2019, based upon management’s expectation that all receivables will be collected.

Oil and Gas Properties

The Company follows the full cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including costs directly related to overhead and related asset retirement obligations, are capitalized. Costs incurred to maintain producing wells and related equipment and lease and well operating costs are charged to expense as incurred.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves are amortized on the unit-of-production method using estimates of proved reserves. Investments in unevaluated properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the unevaluated properties are impaired, the related costs are added to the capitalized costs to be amortized.

Unevaluated oil and gas properties consist principally of the Company’s acquisition costs in undeveloped leases net of transfers to depletable oil and gas properties. When leases are developed, expire, or are abandoned, the related costs are transferred from unevaluated oil and gas properties to depletable oil and gas properties. Additionally, the Company reviews the carrying costs of unevaluated properties for the purpose of determining probable future lease expirations and abandonments, and prospective discounted future economic benefit attributable to the leases. The Company records an allowance for impairment based on the review with the corresponding charge being made to depletable oil and gas properties.

In addition, the capitalized costs are subject to a “ceiling test,” which limits such costs to the aggregate of the estimated present value (discounted at ten percent) of future net revenues from proved reserves, using the first of the month un-weighted average pricing for the year, based on current operating conditions, plus the fair market value of unevaluated properties. The Company recognized an impairment expense of $907,235 and $311,132 during 2020 and 2019, respectively.

Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves, in which case the gain or loss is recognized in the operating results of the Company. Abandoned properties are accounted for as adjustments of capitalized costs with no loss recognized.

F-9

Woodford Petroleum LLC

Notes to Financial Statements

Asset Retirement Obligations

The Company accounts for its asset retirement obligations in accordance with FASB Accounting Standards Codification (ASC) Topic 410, Asset Retirement and Environmental Obligations (ASC Topic 410). ASC Topic 410 establishes accounting requirements for retirement obligations associated with tangible long-lived assets, including: 1) the timing of liability recognition, 2) initial measurement of the liability, 3) allocation of asset retirement costs to expense, 4) subsequent measurement of the liability, and 5) related financial statement disclosure. ASC Topic 410 requires that an asset retirement cost be capitalized as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method.

The Company’s asset retirement obligations relate to future plugging and abandonment costs of its oil and gas properties. Under the provisions of ASC Topic 410, the fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, the difference is recorded as an adjustment to the full cost pool.

Revenue Recognition

The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and gas are made under contracts which the related-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one to two months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in accounts receivable, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained.

The Company’s oil is typically sold at delivery points under contracts terms that are common in its industry. The Company’s natural gas produced is delivered to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in the industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and gas.

F-10

Woodford Petroleum LLC

Notes to Financial Statements

The Company’s disaggregated revenue has two revenue sources which are oil sales and natural gas sales and only operates in one geographic area.

	2020		2019
Oil Sales	$	396,062	$	657,870
Gas Sales		4,500		23,968
	$	400,562	$	681,838

Income Taxes

The Company is organized as a Delaware limited liability company and is treated as a flow-through entity for federal income tax purposes. As a result, the net taxable income or loss of the Company and any related tax credits, for federal income tax purposes, are deemed to pass to the members of the Company even though such net taxable income or tax credits may not have actually been distributed. Accordingly, no tax provision has been made in the financial statements of the Company since the federal income tax is an obligation of the members.

The Company follows the provisions of FASB ASC Topic 740, Income Taxes (ASC Topic 740), related to accounting for uncertainties in income taxes. ASC Topic 740 provides the accounting for uncertainties in income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. ASC Topic 740 requires that the Company recognize in its financial statements the financial effects of a tax position, if that position is more likely than not of being sustained upon examination, including resolution of any appeals or litigation processes, based upon the technical merits of the position.

ASC Topic 740 also provides guidance on measurement, classification, interest and penalties and disclosure. Tax positions taken related to the Company’s pass-through status and those taken in determining its state income tax liability, including deductibility of expenses, have been reviewed and management is of the opinion that material positions taken by the Company would more likely than not be sustained upon examination. Accordingly, the Company has not recorded an income tax liability for uncertain tax positions.

Significant Concentrations

The Company regularly maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses with respect to the related risks to cash and cash equivalents and does not believe its exposure to such risk to be more than nominal.

The Company had revenues from three purchasers which accounted for 100% of oil and gas revenues during 2020 and 2019. This concentration of customers may impact the Company’s overall business risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions. The Company believes this risk is mitigated by the size, reputation and nature of its purchasers. The Company generates 100% of its revenues from oil and gas production in Oklahoma.

F-11

Woodford Petroleum LLC

Notes to Financial Statements

Note 3. Oil and Gas Properties

Oil and gas properties consist of the following at December 31, 2020 and 2019:

	2020			2019
Proved properties	$	5,415,992		$	5,287,255
Accumulated depreciation, depletion, amortization and impairment		(3,598,162	)		(2,445,406	)
		1,817,830			2,841,849
Unevaluated properties		-			25,925
Oil and gas properties, net	$	1,817,830		$	2,867,774

Depreciation, depletion and amortization expense was $245,521 and $296,250 during the years ended 2020 and 2019, respectively.

Note 4. Long-term Debt

On May 22, 2020, the Company entered into a note payable agreement for $150,900, with the United States Federal Government under the Economic Injury Disaster Loan (EIDL) administered by the United States Small Business Administration (SBA). The note payable bears interest of 3.75% per year and is payable in monthly payments beginning a year from the effective date. The note matures on May 22, 2050.

Note 5. Asset Retirement Obligations

The following is a reconciliation of the asset retirement obligations liability at December 31, 2020 and 2019:

	2020			2019
Balance, beginning of year	$	87,734		$	66,114
Liabilities incurred		-			18,027
Liabilities settled		(14,918	)		-
Accretion expense		3,109			3,593
Balance, end of year	$	75,925		$	87,734

The Company has no plans to plug and abandon any wells in the year ended December 31, 2021.

F-12

Woodford Petroleum LLC

Notes to Financial Statements

Note 6. Related Party Transactions

One of the Class A members of the Company hold 100% of the ownership in K3 Oil and Gas Operating Company (K3 Operating). K3 Operating is the operator for the Company, and pays the majority of expenditures, including capital and operating expenses, on the Company’s behalf. The Company then reimburses K3 Operating for its portion of the expenditures. As of December 31, 2020 and 2019, the Company had a payable to K3 Operating related to these expenditures in the amounts of $118,248 and $1,126,174, respectively. Substantially all of the general and administrative expenses were incurred by and charged to the Company by K3 Operating.

Note 7. Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820) defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurement. The three-level fair value hierarchy for disclosure of fair value measurements defined by ASC Topic 820 is as follows:

Level 1	Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2	Inputs, other than quoted prices within Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3	Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Fair Value on a Nonrecurring Basis

Asset Retirement Obligations

The asset retirement obligations estimates are derived from historical costs and management’s expectation of future cost environments and, therefore, the Company has designated these liabilities as Level 3 measurements. The significant inputs to this fair value measurement include estimates of plugging, abandonment and remediation costs, well life, inflation and credit-adjusted risk free rate. See Note 5 for a reconciliation of the beginning and ending balances of the liability for the Company’s asset retirement obligations.

F-13

Woodford Petroleum LLC

Notes to Financial Statements

Note 8. Members’ Equity Accounts

Capital contributions will be based on capital calls, to be determined by the Board of Managers. Contribution requests to the Members will be based on their commitment and any items in nature of income or gain will be applied to the Members’ capital accounts in accordance with their earnings interest, as defined by the Agreement.

The Company has two classes of members’ equity; Class A Units and Class B Units. Class A Units have all the rights, privileges, preferences and obligations provided for in the Agreement, which are consistent with an ordinary equity ownership interest. Class B Units, otherwise referred to as management incentive units, do not have voting rights. Class B unit holders will only be entitled to share in distributions and allocations if and to the extent applicable thresholds have been met. Class B Units are discussed further in Note 9.

Note 9. Management Incentive Units

The Company has a Management Incentive Plan (the Incentive Plan) to award management incentive units (in the form of Class B units) to key employees and independent contractors of the Company. The Incentive Plan is administered by the Company’s Board of Managers (the Board) and is subject to termination, at any time, as determined by the Board. The Agreement states that these Class B units are Profits Interests and are subject to vesting and achievement of a performance hurdle.

The MIUs issued fall under the guidance of FASB ASC Topic 718, Compensation – Stock Compensation, which addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for: (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC Topic 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

The Class B Units represent non-voting equity interests and do not entitle the holders to voting rights. Members holding Class B Units shall be subject in all respects to the Agreement, including provisions relating to the distributions of such profits, information rights with respect to the Company, and competition and confidentiality.

Based on the relevant terms that define the Class B Units, these instruments should be treated as an equity ownership interest of the Company, with no value attributed and no expense recognized. Similar instruments that qualify as equity-based compensation instruments (such as stock options and restricted stock) with similar performance metrics are considered performance vested instruments with no expense recognized until the Company’s achievement of such metrics are deemed “probable”, as defined by ASC Topic 718.

Given the aggressive metrics set forth by the Agreement and the history of the Company as well as the practical scenarios under which similar instruments are typically realized (units typically do not have value until a major asset liquidation occurs, which cannot be deemed “probable” under ASC Topic 718 until it has occurred), the realization of these units is not probable at December 31, 2020.

F-14

Woodford Petroleum LLC

Notes to Financial Statements

Note 10. Commitments and Contingencies

Contingencies

In the course of its business affairs and operations, the Company is subject to possible loss contingencies arising from third party litigation, federal, state and local environmental and health and safety laws and regulations. There are no matters which, in the opinion of management, will have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Environmental Issues

The Company’s operations are subject to risks normally incidental to the exploration for and the production of oil and gas, including blowouts, fires, and environmental risks such as oil spills or gas leaks that could expose the Company to liabilities associated with these risks. In the Company’s acquisition of existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. The Company maintains comprehensive insurance coverage that it believes is adequate to mitigate the risk of any adverse financial effects associated with these risks.

However, should it be determined that a liability exists with respect to any environmental cleanup or restoration, the liability to cure such a violation could still fall upon the Company. No claim has been made, nor is the Company aware of the assertion of any liability which the Company may have, as it relates to any environmental cleanup, restoration or the violation of any rules or regulations relating thereto. In addition, the Company is subject to extensive regulation at the federal and state levels that may materially affect its operations.

Note 11. Subsequent Events

On January 5, 2021, the Company received a capital contribution from Class A unit holders in the amount of $65,000 to fund working capital needs.

On January 19, 2021, the Company received a capital contribution from Class A unit holders in the amount of $45,000 to fund working capital needs.

The Company has evaluated all events and transactions that occurred after December 31, 2020 and through the date the consolidated financial statements were available to be issued, May 21, 2021. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements except as disclosed.

F-15

EX-99.6

Exhibit 99.6

Woodford Petroleum LLC

Financial Statements

(Unaudited)

WOODFORD PETROLEUM LLC

BALANCE SHEET

SEPTEMBER 30, 2021 and DECEMBER 31, 2020

	September 30,		December 31,
	2021		2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	735	$	1,969
Accounts receivable - oil and gas sales		30,814		27,586
Total current assets		31,549		29,555
OIL AND GAS PROPERTIES, full cost method, net		1,638,458		1,817,830
TOTAL ASSETS	$	1,670,007	$	1,847,385
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,680	$	11,912
Accounts payable - related party		9,475		118,248
Total current liabilities		14,155		130,160
NON-CURRENT LIABILITIES
Note payable		150,900		150,900
Asset retirement obligations		78,257		75,925
Total non-current liabilities		229,157		226,825
Total liabilities		243,312		356,985
MEMBERS’ EQUITY		1,426,695		1,490,400
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	1,670,007	$	1,847,385

The Notes to Financial Statements are an integral part of these statements.

2

WOODFORD PETROLEUM LLC

STATEMENT OF OPERATIONS

	Nine Month Period
	Ending September 30,
	2021			2020
REVENUES
Oil and gas sales	$	336,297		$	312,123
OPERATING EXPENSES
Lease operating		93,964			123,660
Production tax		20,925			19,663
General and administrative		254,724			548,002
Accretion		2,332			2,695
Depreciation, depletion and amortization		184,141			222,188
Impairment		-			-
Total expenses		556,085			916,208
Loss from operations		(219,788	)		(604,085	)
OTHER INCOME
Interest income		9			198
NET LOSS	$	(219,778	)	$	(603,887	)

The Notes to Financial Statements are an integral part of these statements.

3

WOODFORD PETROLEUM LLC

STATEMENT OF MEMBERS’ EQUITY

	Nine Month Period Ending
	September 30, 2021 and 2020
BALANCE, December 31, 2019	$	2,339,991
Members’ contributions		701,463
Net loss		(603,887	)
BALANCE, September 30, 2020		2,437,567
BALANCE, December 31, 2020	$	1,490,400
Members’ contributions		156,073
Net loss		(219,778	)
BALANCE, September 30, 2021	$	1,426,695

The Notes to Financial Statements are an integral part of these statements.

4

WOODFORD PETROLEUM LLC

STATEMENT OF CASH FLOWS

	Nine Month Period Ending
	September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(219,778	)	$	(603,887	)
Adjustments to reconcile net loss to net used in operating activities
Depreciation, depletion and amortization		184,141			222,188
Impairment		-			-
Accretion expense		2,332			2,695
Change in operating assets and liabilities
Accounts receivable - oil and gas sales		(3,228	)		19,304
Settlement of asset retirement obligations		-			-
Accounts payable		(7,232	)		10,938
Accounts payable - related party		(108,773	)		(1,050,137	)
Net cash used in operating activities		(152,538	)		(1,398,899	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(4,769	)		(82,800	)
Net cash used in investing activities		(4,769	)		(82,800	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Note payable		-			150,900
Members’ contributions		156,073			701,463
Net cash provided by financing activities		156,073			852,363
Net (decrease) increase in cash and cash equivalents		(1,234	)		(629,336	)
CASH AND CASH EQUIVALENTS, beginning of year		1,969			638,676
CASH AND CASH EQUIVALENTS, end of year	$	735		$	9,340
NON-CASH FINANCING AND INVESTING ACTIVITIES
Asset retirement obligations	$	-		$	-
Capital expenditures accrued in accounts payable - related party	$	-		$	-

The Notes to Financial Statements are an integral part of these statements.

5

Woodford Petroleum LLC

Notes to Financial Statements

Note 1. Organization and Business

Woodford Petroleum LLC (the Company) is a limited liability company organized on February 3, 2017 in the State of Delaware. The Company is an independent oil and natural gas company engaged in acquisition, exploration, production, and development of reserves in the Mid-Continent region, including Oklahoma, Colorado, Kansas and Texas. The Company’s strategy is to target areas near existing production that have not been produced.

The rights and obligations of the equity holders of the Company (the Members) are governed by the Limited Liability Company Agreement of Woodford Petroleum LLC (the Agreement). According to the Agreement, Members shall not be liable for the debts, obligations, or liabilities of the Company.

The Company has two classes of member units, Class A and Class B. Class A Members have the preferential position in the distributions of available cash and the authorization to appoint the Members of the Board of Managers under the terms of the Agreement

According to the Agreement, the Company shall dissolve and cease to exist upon the first to occur of the following: (a) election of the Board of Managers to dissolve the Company, (b) the occurrence of any other event causing dissolution of the Company, or (c) December 31, 2022 (or later date as approved by a majority vote of the Board of Managers).

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company follows accounting standards established by the Financial Accounting Standards Board (FASB). The FASB sets accounting principles generally accepted in the United States of America (GAAP) to ensure consistent reporting of the Company’s financial condition, results of operations and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (ASC or Codification). The condensed interim financial information includes a note that the financial information does not represent complete financial statements and is to be read in conjunction with the entity’s latest audited annual financial statements. The Company believes the disclosures are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation for the period presented have been included.

The Company maintains its accounts on the accrual method of accounting in accordance with GAAP. Accounting principles followed and the methods of applying those principles which materially affect the determination of financial position, results of operations, and cash flows are summarized below.

Management Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant assumptions are required in the valuation of proved oil and gas reserves which, as described below, may affect the amount at which oil and gas properties are recorded. Estimation of asset retirement obligations also require significant assumptions. It is possible these estimates could be revised in the near term and these revisions could be material.

6

Woodford Petroleum LLC

Notes to Financial Statements

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents.

Accounts Receivable – Oil and Gas Sales

The Company’s accounts receivable are generated from oil and gas sales and from joint interest owners on properties that the Company operates. The Company’s oil and gas receivables are typically collected within one to two months. No allowance for bad debts has been recorded at September 30, 2021.

Oil and Gas Properties

The Company follows the full cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including costs directly related to overhead and related asset retirement obligations, are capitalized. Costs incurred to maintain producing wells and related equipment and lease and well operating costs are charged to expense as incurred.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves are amortized on the unit-of-production method using estimates of proved reserves. Investments in unevaluated properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the unevaluated properties are impaired, the related costs are added to the capitalized costs to be amortized.

Unevaluated oil and gas properties consist principally of the Company’s acquisition costs in undeveloped leases net of transfers to depletable oil and gas properties. When leases are developed, expire, or are abandoned, the related costs are transferred from unevaluated oil and gas properties to depletable oil and gas properties. Additionally, the Company reviews the carrying costs of unevaluated properties for the purpose of determining probable future lease expirations and abandonments, and prospective discounted future economic benefit attributable to the leases. The Company records an allowance for impairment based on the review with the corresponding charge being made to depletable oil and gas properties.

In addition, the capitalized costs are subject to a “ceiling test,” which limits such costs to the aggregate of the estimated present value (discounted at ten percent) of future net revenues from proved reserves, using the first of the month un-weighted average pricing for the year, based on current operating conditions, plus the fair market value of unevaluated properties. The Company did not recognize an impairment for the nine-month periods ending September 30, 2021 or September 30, 2020.

Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves, in which case the gain or loss is recognized in the operating results of the Company. Abandoned properties are accounted for as adjustments of capitalized costs with no loss recognized.

7

Woodford Petroleum LLC

Notes to Financial Statements

Asset Retirement Obligations

The Company accounts for its asset retirement obligations in accordance with FASB Accounting Standards Codification (ASC) Topic 410, Asset Retirement and Environmental Obligations (ASC Topic 410). ASC Topic 410 establishes accounting requirements for retirement obligations associated with tangible long-lived assets, including: 1) the timing of liability recognition, 2) initial measurement of the liability, 3) allocation of asset retirement costs to expense, 4) subsequent measurement of the liability, and 5) related financial statement disclosure. ASC Topic 410 requires that an asset retirement cost be capitalized as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method.

The Company’s asset retirement obligations relate to future plugging and abandonment costs of its oil and gas properties. Under the provisions of ASC Topic 410, the fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, the difference is recorded as an adjustment to the full cost pool.

Revenue Recognition

The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and gas are made under contracts which the related-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one to two months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in accounts receivable, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained.

The Company’s oil is typically sold at delivery points under contracts terms that are common in its industry. The Company’s natural gas produced is delivered to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in the industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and gas.

8

Woodford Petroleum LLC

Notes to Financial Statements

Income Taxes

The Company is organized as a Delaware limited liability company and is treated as a flow-through entity for federal income tax purposes. As a result, the net taxable income or loss of the Company and any related tax credits, for federal income tax purposes, are deemed to pass to the members of the Company even though such net taxable income or tax credits may not have actually been distributed. Accordingly, no tax provision has been made in the financial statements of the Company since the federal income tax is an obligation of the members.

The Company follows the provisions of FASB ASC Topic 740, Income Taxes (ASC Topic 740), related to accounting for uncertainties in income taxes. ASC Topic 740 provides the accounting for uncertainties in income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. ASC Topic 740 requires that the Company recognize in its financial statements the financial effects of a tax position, if that position is more likely than not of being sustained upon examination, including resolution of any appeals or litigation processes, based upon the technical merits of the position.

ASC Topic 740 also provides guidance on measurement, classification, interest and penalties and disclosure. Tax positions taken related to the Company’s pass-through status and those taken in determining its state income tax liability, including deductibility of expenses, have been reviewed and management is of the opinion that material positions taken by the Company would more likely than not be sustained upon examination. Accordingly, the Company has not recorded an income tax liability for uncertain tax positions.

Significant Concentrations

The Company regularly maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses with respect to the related risks to cash and cash equivalents and does not believe its exposure to such risk to be more than nominal.

The Company had revenues from three purchasers which accounted for 100% of oil and gas revenues during 2021 and 2020. This concentration of customers may impact the Company’s overall business risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions. The Company believes this risk is mitigated by the size, reputation and nature of its purchasers. The Company generates 100% of its revenues from oil and gas production in Oklahoma.

9

Woodford Petroleum LLC

Notes to Financial Statements

Note 3. Oil and Gas Properties

Oil and gas properties consist of the following at September 30, 2021 and December 31, 2020:

	September 30,			December 31,
	2021			2020
Proved properties	$	5,420,761		$	5,415,992
Accumulated depreciation, depletion, amortization and impairment		(3,782,303	)		(3,598,162	)
		1,638,458			1,817,830
Unevaluated properties		-			-
Oil and gas properties, net	$	1,638,458		$	1,817,830

Note 4. Long-term Debt

On May 22, 2020, the Company entered into a note payable agreement for $150,900, with the United States Federal Government under the Economic Injury Disaster Loan (EIDL) administered by the United States Small Business Administration (SBA). The note payable bears interest of 3.75% per year and is payable in monthly payments beginning a year from the effective date. The note matures on May 22, 2050.

Note 5. Asset Retirement Obligations

The following is a reconciliation of the asset retirement obligations liability at September 30, 2021 and December 31, 2020:

	September 30,		December 31,
	2021		2020
Balance, beginning of the period	$	75,925	$	87,734
Liabilities incurred		-		-
Liabilities settled		-		(14,918	)
Accretion expense		2,332		3,109
Balance, end of the period	$	78,257	$	75,925

10

Woodford Petroleum LLC

Notes to Financial Statements

Note 6. Related Party Transactions

One of the Class A members of the Company hold 100% of the ownership in K3 Oil and Gas Operating Company (K3 Operating). K3 Operating is the operator for the Company, and pays the majority of expenditures, including capital and operating expenses, on the Company’s behalf. The Company then reimburses K3 Operating for its portion of the expenditures. As of September 30, 2021 and September 30, 2020, the Company had a payable to K3 Operating related to these expenditures in the amounts of $9,475 and $76,037, respectively. Substantially all of the general and administrative expenses were incurred by and charged to the Company by K3 Operating.

Note 7. Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820) defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurement. The three-level fair value hierarchy for disclosure of fair value measurements defined by ASC Topic 820 is as follows:

Level 1	Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2	Inputs, other than quoted prices within Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3	Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Fair Value on a Nonrecurring Basis

Asset Retirement Obligations

The asset retirement obligations estimates are derived from historical costs and management’s expectation of future cost environments and, therefore, the Company has designated these liabilities as Level 3 measurements. The significant inputs to this fair value measurement include estimates of plugging, abandonment and remediation costs, well life, inflation and credit-adjusted risk free rate. See Note 5 for a reconciliation of the beginning and ending balances of the liability for the Company’s asset retirement obligations.

11

Woodford Petroleum LLC

Notes to Financial Statements

Note 8. Members’ Equity Accounts

Capital contributions will be based on capital calls, to be determined by the Board of Managers. Contribution requests to the Members will be based on their commitment and any items in nature of income or gain will be applied to the Members’ capital accounts in accordance with their earnings interest, as defined by the Agreement.

The Company has two classes of members’ equity; Class A Units and Class B Units. Class A Units have all the rights, privileges, preferences and obligations provided for in the Agreement, which are consistent with an ordinary equity ownership interest. Class B Units, otherwise referred to as management incentive units, do not have voting rights. Class B unit holders will only be entitled to share in distributions and allocations if and to the extent applicable thresholds have been met.

Note 9. Commitments and Contingencies

Contingencies

In the course of its business affairs and operations, the Company is subject to possible loss contingencies arising from third party litigation, federal, state and local environmental and health and safety laws and regulations. There are no matters which, in the opinion of management, will have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Environmental Issues

The Company’s operations are subject to risks normally incidental to the exploration for and the production of oil and gas, including blowouts, fires, and environmental risks such as oil spills or gas leaks that could expose the Company to liabilities associated with these risks. In the Company’s acquisition of existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. The Company maintains comprehensive insurance coverage that it believes is adequate to mitigate the risk of any adverse financial effects associated with these risks.

However, should it be determined that a liability exists with respect to any environmental cleanup or restoration, the liability to cure such a violation could still fall upon the Company. No claim has been made, nor is the Company aware of the assertion of any liability which the Company may have, as it relates to any environmental cleanup, restoration or the violation of any rules or regulations relating thereto. In addition, the Company is subject to extensive regulation at the federal and state levels that may materially affect its operations.

Note 10. Subsequent Events

The Company has evaluated subsequent events through February 25, 2022, the date the financial statements were available to be issued. On January 5, 2022, the Company sold producing properties in the Bowling Ranch field in Oklahoma to US Energy Corp. (Ticker: USEG) in exchange for stock and cash. There were no other subsequent events requiring recognition or disclosure. * * * * * *

12

EX-99.7

Exhibit 99.7

Audited Financial Statements of Llano
Independent Auditor’s Report	F-1
Balance Sheets as of December 31, 2020 and December 31, 2019	F-2
Statement of Operations for the years ended December 31, 2020 and December 31, 2019	F-3
Statements of Changes in Member’s Equity (deficit) for the years ended December 31, 2020 and December 31, 2019	F-4
Notes to Financial Statements	F-6

INDEPENDENT AUDITOR’S REPORT

To the Members

Llano Energy LLC

Report on the Financial Statements

We have audited the accompanying financial statements of Llano Energy LLC (the Company), which comprise the balance sheets as of December 31, 2020 and 2019, the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 3 to the financial statements, the Company has significant transactions with a related party. Our opinion is not modified with respect to this matter.

/s/ HoganTaylor LLP

Oklahoma City, Oklahoma

March 23, 2021

F-1

LLANO ENERGY LLC

BALANCE SHEETS

December 31, 2020 and 2019

	2020			2019
Assets
Current assets:
Cash	$	100,549		$	76,961
Accounts receivable - oil and gas sales		178,001			403,278
Other		-			8,429
Total current assets		278,550			488,668
Oil and gas properties and equipment, at cost, based on successful efforts accounting:
Proved properties		14,350,516			14,206,806
Unproved properties, less accumulated impairment of $1,200,000 in 2020, and $1,400,000 in 2019		1,589,244			3,458,409
Total oil and gas properties and equipment		15,939,760			17,665,215
Accumulated depreciation, depletion, and amortization and impairment		(9,411,287	)		(6,609,304	)
Oil and gas properties and equipment, net		6,528,473			11,055,911
Other properties and equipment, net of $1,227 and $0 of accumulated depreciation at December 31, 2020 and 2019, respectively		60,680			29,176
Total assets	$	6,867,703		$	11,573,755
Liabilities and Members’ Equity
Current liabilities:
Accounts payable:
Affiliate	$	34,826		$	209,621
Other		38,767			212,562
Total current liabilities		73,593			422,183
Note payable		153,312			-
Asset retirement obligations		286,509			255,289
Members’ equity		6,354,289			10,896,283
Total liabilities and members’ equity	$	6,867,703		$	11,573,755

See notes to financial statements.

F-2

LLANO ENERGY LLC

STATEMENTS OF OPERATIONS

Years ended December 31, 2020 and 2019

	2020			2019
Revenues:
Oil and gas sales	$	1,247,281		$	2,051,801
Other		39,305			4,429
Total revenues		1,286,586			2,056,230
Costs and expenses:
Lease operating expenses		672,825			943,660
Production taxes		105,234			173,279
Exploration costs:
Provision for impairment of unproved properties		700,000			500,000
Dry hole costs		1,209,880			972,746
Depreciation, depletion, and amortization		2,834,430			2,619,790
General and administrative expenses:
Management fees charged by affiliate		307,500			825,000
Other		107,378			114,756
Total costs and expenses		5,937,247			6,149,231
Net loss	$	(4,650,661	)	$	(4,093,001	)

See notes to financial statements.

F-3

LLANO ENERGY LLC

STATEMENTS OF MEMBERS’ EQUITY

Years ended December 31, 2020 and 2019

	2020			2019
Balance, beginning of year	$	10,896,283		$	10,267,323
Members’ contributions		108,667			4,721,961
Net loss		(4,650,661	)		(4,093,001	)
Balance, end of year	$	6,354,289		$	10,896,283

See notes to financial statements.

F-4

LLANO ENERGY LLC

STATEMENTS OF CASH FLOWS

Years ended December 31, 2020 and 2019

	2020			2019
Cash Flows from Operating Activities
Net loss	$	(4,650,661	)	$	(4,093,001	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Exploration costs		1,909,880			1,472,746
Depreciation, depletion, and amortization		2,834,430			2,619,790
Changes in assets and liabilities:
Accounts receivable - oil and gas sales		225,277			(319,470	)
Other current assets		8,429			(8,429	)
Accounts payable		(310,289	)		(27,385	)
Net cash provided by (used in) operating activities		17,066			(355,749	)
Cash Flows from Investing Activities
Capital expenditures		(122,726	)		(3,053,720	)
Acquisition of oil and gas properties and equipment		(100,000	)		(3,000,784	)
Purchases of other properties and equipment		(32,731	)		(29,176	)
Net cash used in investing activities		(255,457	)		(6,083,680	)
Cash Flows from Financing Activities
Members’ cash contributions		108,667			4,721,961
Proceeds from Economic Injury Disaster Loan		153,312			-
Net cash provided by financing activities		261,979			4,721,961
Net change in cash		23,588			(1,717,468	)
Cash, beginning of year		76,961			1,794,429
Cash, end of year	$	100,549		$	76,961
Noncash Investing and Financing Activities
Additions and disposals, net, to asset retirement obligations	$	31,220		$	(24,564	)
Decrease in accounts payable for oil and gas properties and equipment additions	$	(38,301	)	$	(20,885	)

See notes to financial statements.

F-5

LLANO ENERGY LLC

NOTES TO FINANCIAL STATEMENTS

December 31, 2020 and 2019

Note 1 – Nature of Operations and Summary of Significant Accounting Policies

Organization

Llano Energy LLC (the Company) is a limited liability company (LLC) organized on March 31, 2017. As an LLC, members are not liable for the debts, obligations or liabilities of the Company. The Company will continue in existence until it is dissolved in accordance with the Limited Liability Company Agreement dated June 9, 2017, and amended on August 1, 2020 (the LLC Agreement). Net income and loss and distributions are allocated to members according to the LLC Agreement.

Description of the business

The Company is engaged in the acquisition, exploration, development and production of oil and gas. The Company’s operations are in the state of New Mexico. An affiliate serves as the operator for a portion of the Company’s properties (see Note 3). Remaining properties are operated by a third party.

Use of estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. Significant items subject to such estimates and assumptions include proved oil and gas reserves and related present value of future net revenues, carrying amounts of oil and gas properties, and asset retirement obligations.

Cash

The Company maintains cash in bank deposit accounts which at times exceeds federally insured limits. Management of the Company believes that any possible credit risk is minimal. At December 31, 2020 and 2019, the Company’s deposits did not exceed federally insured limits.

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. In determining the appropriate amount to recognize, the Company applies the following five-step model: (i) identify contracts with customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.

F-6

The Company’s revenues are primarily derived from payments received from the operators of properties based on the sale of oil and gas production. Taxes assessed by governmental authorities on oil and gas sales are presented separately from such revenues. Each barrel of oil or thousand cubic feet of gas delivered is considered a separate performance obligation. The Company recognizes revenue from its interests in the sale of oil and gas in the period that its performance obligations to provide oil and gas to customers are satisfied. Performance obligations are satisfied when the Company has no further obligations to perform related to the sale and the customer obtains control of product. The sales of oil and gas are made under contracts which the operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and gas production from one to four months after delivery. At the end of each month, as performance obligations are satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in accounts receivable in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received; however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained. A portion of oil and gas sales recorded in the statements of operations are the result of estimated volumes and pricing for oil and gas product not yet received for the period. For the years ended December 31, 2020 and 2019, that estimate represented $178,001 and $403,278, respectively, of oil and gas sales included in the statements of operations.

The Company’s contracts with customers originate at or near the time of delivery and transfer of control of oil and gas to the purchasers. As such, the Company does not have significant unsatisfied performance obligations.

The Company’s oil is typically sold at delivery points under contracts that are common in the industry. The Company’s gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in the industry. However, under these contracts, gas may be sold to a single purchaser or may be sold to separate purchasers. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and gas sold.

Revenues and the amount of cash available for distribution may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. For the years ended December 31, the Company’s revenues consisted of the following:

	2020		2019
Oil	$	1,226,280	$	2,043,222
Gas		21,001		8,579
Total oil and gas sales	$	1,247,281	$	2,051,801

Oil and gas producing activities

The Company follows the successful efforts method of accounting for oil and gas producing activities. Intangible drilling and other costs of successful wells and development dry holes are capitalized and amortized. The costs of exploratory wells are initially capitalized, but charged to expense, if the well is determined to be nonproductive. Leasehold costs are capitalized when incurred.

Unproved properties are assessed for impairment on a property-by-property basis for individually significant properties and on an aggregate basis for individually insignificant properties. If the assessment indicates impairment, a loss is recognized by providing a valuation allowance at the level at which impairment was assessed. The impairment assessment is affected by economic factors such as the results of exploration activities, commodity price outlooks, remaining lease terms and potential shifts in business strategy employed by management. In the case of individually insignificant balances, the amount of the impairment loss recognized is determined by amortizing the portion of these properties’ costs, which the Company believes will not be transferred to proved properties over the remaining lives of the leases. Impairment loss is charged to exploration costs when recognized.

F-7

It is common business practice in the petroleum industry for drilling costs to be prepaid before spudding a well. The Company frequently fulfills these prepayment requirements with cash payments, but at times will utilize letters of credit to meet these obligations. At December 31, 2020 and 2019, the Company had no outstanding letters of credit.

All costs related to production activities, including workover costs incurred solely to maintain or increase levels of production from an existing completion interval, are charged to expense as incurred.

The Company recognizes liabilities for retirement obligations associated with tangible long-lived assets, such as well sites when there are legal obligations associated with the retirement of such assets and the amounts can be reasonably estimated. The initial measurement of asset retirement obligations is recorded as a liability at its fair value, with an offsetting asset retirement cost recorded as an increase to the associated property and equipment on the balance sheets. When the assumptions used to estimate a recorded asset retirement obligation change, a revision is recorded to both the asset retirement obligation and the asset retirement cost. The asset retirement cost is depreciated using a systematic and rational method similar to that used for the associated property and equipment.

Depreciation, depletion, amortization and impairment

Depreciation, depletion and amortization of the costs of proved properties are computed using the unit-of-production method on a property-by-property basis using proved or proved developed reserves, as applicable, as estimated by the Company’s independent consulting petroleum engineer. The Company’s capitalized costs of drilling and equipping all development wells and those exploratory wells that have found proved reserves are amortized on a unit-of-production basis over the remaining life of associated proved developed reserves. Lease costs are amortized on a unit-of-production basis over the remaining life of associated total proved reserves.

The Company recognizes impairment losses for long-lived assets when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the assets’ carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. Fair values are based on discounted cash flow as estimated by the Company’s independent consulting petroleum engineer. The Company’s estimate of fair value of its proved properties at December 31, 2020, is based on the best information available as of that date, including estimates of forward prices and costs. The Company’s proved properties are reviewed for impairment on a property-by-property basis. Reductions in prices or a decline in reserve volumes would likely lead to impairment in future periods that may be material to the Company.

The process of estimating proved reserves is very complex, requiring significant judgment in the evaluation of all available geological, geophysical, engineering and economic data. The data may change substantially over time because of numerous factors, including the historical 12-month weighted average prices, additional development costs and activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates could occur from time-to-time. Such changes could trigger an impairment of the Company’s proved properties and have an impact on depreciation, depletion and amortization expense prospectively.

Environmental costs

As the Company is directly involved in the extraction and use of natural resources, it is subject to various federal, state and local provisions regarding environmental and ecological matters. Compliance with these laws may necessitate significant capital outlays; however, to date the Company’s cost of compliance has been insignificant. The Company does not believe the existence of current environmental laws, or interpretations thereof, will materially hinder or adversely affect the Company’s business operations; however, there can be no assurances of future effects on the Company of new laws or interpretations thereof. Since the Company does not operate any wells where it owns an interest, actual compliance with environmental laws is controlled by the operators, with the Company being responsible for its proportionate share of the costs involved. The Company carries liability insurance and pollution control coverage. However, all risks are not insured due to the availability and cost of insurance.

F-8

Environmental liabilities are recognized when it is probable that a loss has been incurred and the amount of that loss is reasonably estimable. Environmental liabilities, when accrued, are based upon estimates of expected future costs. At December 31, 2020 and 2019, there were no such costs accrued.

Income tax status

As an LLC, the Company’s federal taxable income or loss is allocated to members in accordance with their respective percentage ownerships. Therefore, no provision or liability for federal income taxes has been included in the financial statements. The Company could be subject to income taxes in certain states which do not recognize LLCs as disregarded entities.

Subsequent events

Management has evaluated subsequent events through March 23, 2021, the date the financial statements were available to be issued.

Note 2 – Members’ Equity

In 2020, the Company issued Series A Capital Interests to Capital Members in exchange for cash contributions of $108,667. In 2019, cash contributions totaled $4,721,961, of which $560,000 was contributed by a Capital Member in exchange for Ordinary Capital Interests, and $4,161,961 was contributed by two Capital Members in exchange for Series A Capital Interests. The Company expects to only issue Series A Capital Interests for future capital calls, and all Capital Members will have the right to participate. Capital Interest distributions are first allocated to Capital Members holding Series A Capital Interests and then to Capital Members holding Ordinary Capital Interests. The LLC Agreement provides that no Capital Member is required to make aggregate capital contributions to the Company in excess of its capital commitment. At December 31, 2020, the unfunded capital commitments of all Capital Members totaled $29,624,928.

Pursuant to an Incentive Pool Plan (the Plan), the Company is authorized to award up to 100,000 Management Incentive Interests (nonvoting). The Plan is intended to provide incentives to participants by providing them with Management Incentive Interests in the Company. Awards of Management Incentive Interests are subject to vesting, transferability, and forfeiture provisions specified in the Plan. Management Incentive Members are allocated a share in distributions, if any, in varying ratios based upon the amount of cumulative distributions paid to Capital Members. On June 9, 2017, the Company awarded 80,000 Management Incentive Interests which vest 20% on each of the first four anniversaries of the date of the award, subject to possible accelerated vesting upon specified events occurring as provided in the Plan. Effective August 30, 2019, 28,000 Management Incentive Interests were forfeited to the Company. Awards under the Plan are accounted for as a profit-sharing arrangement and future distributions to Management Incentive Members are accrued and accounted for as compensation expense when the appropriate profit thresholds have been reached.

Note 3 – Related Party Transactions

An affiliate of a member of the Company (the Affiliate) serves as contract operator under certain joint operating agreements. The Company’s oil and gas sales, net of production taxes, and related accounts receivable, for the properties operated by the Affiliate, are collected from the Affiliate. The Company’s lease operating expenses and related accounts payable are paid to the Affiliate. The Company does not have any employees. The personnel supporting the management, administration and operation of the business of the Company are employees of the Affiliate. The Company has a services agreement with the Affiliate, which specifies that the Affiliate will provide specified services to the Company for a monthly management fee. The Company incurred $307,500 and $825,000 of management fees during the years ended December 31, 2020 and 2019, respectively.

F-9

EX-99.8

Exhibit 99.8

LLANO ENERGY LLC

FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

UNAUDITED

LLANO ENERGY LLC

BALANCE SHEETS

September 30, 2021 and December 31, 2020

	September 30,			December 31,
	2021			2020
Assets
Current assets:
Cash	$	260,788		$	100,549
Accounts receivable - oil and gas sales		202,767			178,001
Other		-			-
Total current assets		463,554			278,550
Oil and gas properties and equipment, at cost, based on successful efforts accounting:
Proved properties		14,424,393			14,350,516
Unproved properties, less accumulated impairment of $1,200,000 at September 30, 2021 and December 31, 2020		1,590,041			1,589,244
Total oil and gas properties and equipment		16,014,434			15,939,760
Accumulated depreciation, depletion, and amortization  and impairment		(11,829,250	)		(9,411,287	)
Oil and gas properties and equipment, net		4,185,184			6,528,473
Other properties and equipment, net of $1,841 and $1,227 of accumulated depreciation at September 30, 2021 and December 31, 2020, respectively		60,066			60,680
Total assets	$	4,708,805		$	6,867,703
Liabilities and Members’ Equity
Current liabilities:
Accounts payable:
Affiliate	$	-		$	34,826
Other		99,082			38,767
Total current liabilities		99,082			73,593
Note payable		156,209			153,312
Asset retirement obligations		300,969			286,509
Members’ equity		4,152,544			6,354,289
Total liabilities and members’ equity	$	4,708,805		$	6,867,703

See notes to financial statements.

2

LLANO ENERGY LLC

STATEMENTS OF OPERATIONS

Nine Months ended September 30, 2021 and 2020

	Nine Month Period
	Ending September 30,
	2021			2020
Revenues:
Oil and gas sales	$	1,082,835		$	943,086
Other		-			39,306
Total revenues		1,082,835			982,392
Costs and expenses:
Lease operating expenses		546,429			551,250
Production taxes		92,007			79,589
Exploration costs:
Provision for impairment of unproved properties		-			-
Dry hole costs		14,460			23,400
Depreciation, depletion, and amortization		2,418,577			2,102,408
General and administrative expenses:
Management fees charged by affiliate		157,500			255,000
Other		55,605			92,486
Total costs and expenses		3,284,579			3,104,133
Net loss	$	(2,201,744	)	$	(2,121,741	)

See notes to financial statements.

3

LLANO ENERGY LLC

STATEMENTS OF MEMBERS’ EQUITY

Nine Month Period ended September 30, 2021 and 2020

	Nine Month Period
	Ending September 30,
	2021			2020
Balance, beginning of year	$	6,354,288		$	10,896,283
Members’ contributions		-			108,667
Net loss		(2,201,744	)		(2,121,741	)
Balance, end of year	$	4,152,544		$	8,883,209

See notes to financial statements.

4

LLANO ENERGY LLC

STATEMENTS OF CASH FLOWS

Nine Month Period ended September 30, 2021 and 2020

	Nine Month Period
	Ending September 30,
	2021			2020
Cash Flows from Operating Activities
Net loss	$	(2,201,744	)	$	(2,121,741	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Exploration costs		14,460			23,400
Depreciation, depletion, and amortization		2,418,577			2,102,408
Changes in assets and liabilities:
Accounts receivable - oil and gas sales		(24,766	)		200,112
Other current assets		-			8,429
Accounts payable		25,489			(334,519	)
Net cash provided by (used in) operating activities		232,017			(121,912	)
Cash Flows from Investing Activities
Capital expenditures		(74,675	)		(189,012	)
Acquisition of oil and gas properties and equipment		-			-
Purchases of other properties and equipment		-			-
Net cash used in investing activities		(74,675	)		(189,012	)
Cash Flows from Financing Activities
Members’ cash contributions		-			108,667
Proceeds/Accrued Interest from Economic Injury Disaster Loan		2,897			150,000
Net cash provided by financing activities		2,897			258,667
Net change in cash		160,239			(52,257	)
Cash, beginning of year		100,549			76,961
Cash, end of year	$	260,788		$	24,704
Noncash Investing and Financing Activities
Additions and disposals, net, to asset retirement obligations	$	-		$	-
Decrease in accounts payable for oil and gas properties and equipment additions	$	-		$	-

See notes to financial statements.

5

LLANO ENERGY LLC

NOTES TO FINANCIAL STATEMENTS

September 30, 2021

Note 1 – Nature of Operations and Summary of Significant Accounting Policies

Organization

Llano Energy LLC (the Company) is a limited liability company (LLC) organized on March 31, 2017. As an LLC, members are not liable for the debts, obligations or liabilities of the Company. The Company will continue in existence until it is dissolved in accordance with the Limited Liability Company Agreement dated June 9, 2017, and amended on August 1, 2020 (the LLC Agreement). Net income and loss and distributions are allocated to members according to the LLC Agreement.

Description of the business

The Company is engaged in the acquisition, exploration, development and production of oil and gas. The Company’s operations are in the state of New Mexico. An affiliate serves as the operator for a portion of the Company’s properties (see Note 2). Remaining properties are operated by a third party.

Use of estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates, and changes in these estimates are recorded when known. Significant items subject to such estimates and assumptions include proved oil and gas reserves and related present value of future net revenues, carrying amounts of oil and gas properties, and asset retirement obligations.

Cash

The Company maintains cash in bank deposit accounts which at times exceeds federally insured limits. Management of the Company believes that any possible credit risk is minimal. At September 30, 2021 and December 31, 2020, the Company’s deposits did not exceed federally insured limits.

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. In determining the appropriate amount to recognize, the Company applies the following five-step model: (i) identify contracts with customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.

6

The Company’s revenues are primarily derived from payments received from the operators of properties based on the sale of oil and gas production. Taxes assessed by governmental authorities on oil and gas sales are presented separately from such revenues. Each barrel of oil or thousand cubic feet of gas delivered is considered a separate performance obligation. The Company recognizes revenue from its interests in the sale of oil and gas in the period that its performance obligations to provide oil and gas to customers are satisfied. Performance obligations are satisfied when the Company has no further obligations to perform related to the sale and the customer obtains control of product. The sales of oil and gas are made under contracts which the operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and gas production from one to four months after delivery. At the end of each month, as performance obligations are satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in accounts receivable in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received; however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained. A portion of oil and gas sales recorded in the statements of operations are the result of estimated volumes and pricing for oil and gas product not yet received for the period. For the periods ended September 30, 2021 and December 31, 2020, that estimate represented $202,767 and $178,001, respectively, of oil and gas sales included in the statements of operations.

The Company’s contracts with customers originate at or near the time of delivery and transfer of control of oil and gas to the purchasers. As such, the Company does not have significant unsatisfied performance obligations.

The Company’s oil is typically sold at delivery points under contracts that are common in the industry. The Company’s gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in the industry. However, under these contracts, gas may be sold to a single purchaser or may be sold to separate purchasers. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and gas sold.

Revenues and the amount of cash available for distribution may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. For the nine month period ended September 30, 2021 and the nine month period ended September 30, 2020, the Company’s revenues consisted of the following:

	Nine Month Period
	Ending September 30,
	2021		2020
Oil	$	1,058,670	$	930,169
Gas		24,164		12,917
Total oil and gas sales	$	1,082,835	$	943,086

Oil and gas producing activities

The Company follows the successful efforts method of accounting for oil and gas producing activities. Intangible drilling and other costs of successful wells and development dry holes are capitalized and amortized. The costs of exploratory wells are initially capitalized, but charged to expense, if the well is determined to be nonproductive. Leasehold costs are capitalized when incurred.

Unproved properties are assessed for impairment on a property-by-property basis for individually significant properties and on an aggregate basis for individually insignificant properties. If the assessment indicates impairment, a loss is recognized by providing a valuation allowance at the level at which impairment was assessed. The impairment assessment is affected by economic factors such as the results of exploration activities, commodity price outlooks, remaining lease terms and potential shifts in business strategy employed by management. In the case of individually insignificant balances, the amount of the impairment loss recognized is determined by amortizing the portion of these properties’ costs, which the Company believes will not be transferred to proved properties over the remaining lives of the leases. Impairment loss is charged to exploration costs when recognized.

7

It is common business practice in the petroleum industry for drilling costs to be prepaid before spudding a well. The Company frequently fulfills these prepayment requirements with cash payments, but at times will utilize letters of credit to meet these obligations. At September 30, 2021 and December 31, 2020, the Company had no outstanding letters of credit.

All costs related to production activities, including workover costs incurred solely to maintain or increase levels of production from an existing completion interval, are charged to expense as incurred.

The Company recognizes liabilities for retirement obligations associated with tangible long-lived assets, such as well sites when there are legal obligations associated with the retirement of such assets and the amounts can be reasonably estimated. The initial measurement of asset retirement obligations is recorded as a liability at its fair value, with an offsetting asset retirement cost recorded as an increase to the associated property and equipment on the balance sheets. When the assumptions used to estimate a recorded asset retirement obligation change, a revision is recorded to both the asset retirement obligation and the asset retirement cost. The asset retirement cost is depreciated using a systematic and rational method similar to that used for the associated property and equipment.

Depreciation, depletion, amortization and impairment

Depreciation, depletion and amortization of the costs of proved properties are computed using the unit-of-production method on a property-by-property basis using proved or proved developed reserves, as applicable, as estimated by the Company’s independent consulting petroleum engineer. The Company’s capitalized costs of drilling and equipping all development wells and those exploratory wells that have found proved reserves are amortized on a unit-of-production basis over the remaining life of associated proved developed reserves. Lease costs are amortized on a unit-of-production basis over the remaining life of associated total proved reserves.

The Company recognizes impairment losses for long-lived assets when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the assets’ carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. Fair values are based on discounted cash flow as estimated by the Company’s independent consulting petroleum engineer. The Company’s estimate of fair value of its proved properties at September 30, 2021, is based on the best information available as of that date, including estimates of forward prices and costs. The Company’s proved properties are reviewed for impairment on a property-by-property basis. Reductions in prices or a decline in reserve volumes would likely lead to impairment in future periods that may be material to the Company.

The process of estimating proved reserves is very complex, requiring significant judgment in the evaluation of all available geological, geophysical, engineering and economic data. The data may change substantially over time because of numerous factors, including the historical 12-month weighted average prices, additional development costs and activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates could occur from time-to-time. Such changes could trigger an impairment of the Company’s proved properties and have an impact on depreciation, depletion and amortization expense prospectively.

8

Environmental costs

As the Company is directly involved in the extraction and use of natural resources, it is subject to various federal, state and local provisions regarding environmental and ecological matters. Compliance with these laws may necessitate significant capital outlays; however, to date the Company’s cost of compliance has been insignificant. The Company does not believe the existence of current environmental laws, or interpretations thereof, will materially hinder or adversely affect the Company’s business operations; however, there can be no assurances of future effects on the Company of new laws or interpretations thereof. Since the Company does not operate any wells where it owns an interest, actual compliance with environmental laws is controlled by the operators, with the Company being responsible for its proportionate share of the costs involved. The Company carries liability insurance and pollution control coverage. However, all risks are not insured due to the availability and cost of insurance.

Environmental liabilities are recognized when it is probable that a loss has been incurred and the amount of that loss is reasonably estimable. Environmental liabilities, when accrued, are based upon estimates of expected future costs. At September 30, 2021 and December 31, 2020, there were no such costs accrued.

Income tax status

As an LLC, the Company’s federal taxable income or loss is allocated to members in accordance with their respective percentage ownerships. Therefore, no provision or liability for federal income taxes has been included in the financial statements. The Company could be subject to income taxes in certain states which do not recognize LLCs as disregarded entities.

Subsequent events

The Company has evaluated subsequent events through February 25, 2022, the date the financial statements were available to be issued. On January 5, 2022, the Company sold producing properties in the Trinity Burris field to US Energy Corp. (Ticker: USEG) in exchange for stock and cash. There were no other subsequent events requiring recognition or disclosure.

Note 2 – Related Party Transactions

An affiliate of a member of the Company (the Affiliate) serves as contract operator under certain joint operating agreements. The Company’s oil and gas sales, net of production taxes, and related accounts receivable, for the properties operated by the Affiliate, are collected from the Affiliate. The Company’s lease operating expenses and related accounts payable are paid to the Affiliate. The Company does not have any employees. The personnel supporting the management, administration and operation of the business of the Company are employees of the Affiliate. The Company has a services agreement with the Affiliate, which specifies that the Affiliate will provide specified services to the Company for a monthly management fee. The Company incurred $157,500 and $255,000 of management fees during the nine months ended September 30, 2021 and September 30, 2020, respectively.

9

EX-99.9

Exhibit 99.9

Audited Financial Statements of Synergy
Independent Auditor’s Report	F-1
Balance Sheets as of December 31, 2020 and December 31, 2019	F-2
Statement of Operations for the years ended December 31, 2020 and December 31, 2019	F-3
Statements of Changes in Member’s Equity (deficit) for the years ended December 31, 2020 and December 31, 2019	F-4
Notes to Financial Statements	F-6
Supplemental Oil and Gas Information (Unaudited)	F-12

Independent Auditor’s Report

To the Board of Managers

Synergy Offshore, LLC

We have audited the accompanying financial statements of Synergy Offshore, LLC, which comprise the balance sheets as of December 31, 2020 and 2019 and the related statements of operations, changes in members’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Synergy Offshore, LLC as of December 31, 2020 and 2019 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Plante & Moran, PLLC

Denver, Colorado

October 21, 2021

F-1

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Balance Sheets

	December 31,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	360,196		$	462,276
Oil and gas sales receivable		615,637			851,976
Other receivables		77,905			46,447
Prepaids and other current assets		311,920			280,955
Total current assets		1,365,658			1,641,654
Oil and gas properties, successful efforts method:
Proved		24,941,480			26,507,542
Unproved		2,842,906			2,846,766
Less accumulated depreciation, depletion and amortization		(15,209,980	)		(14,297,075	)
Net oil and gas properties		12,574,406			15,057,233
Other property and equipment, net		-			86,234
Restricted cash		126,688			126,688
Other assets		34,238			32,882
Total assets	$	14,100,990		$	16,944,691
Liabilities and members’ equity (deficit)
Current liabilities:
Accounts payable	$	510,787		$	563,373
Accrued liabilities		1,103,927			991,868
Total current liabilities		1,614,714			1,555,241
Asset retirement obligations		14,915,271			15,338,964
Total liabilities		16,529,985			16,894,205
Commitments and contingencies		-			-
Members’ equity (deficit)		(2,428,995	)		50,486
Total liabilities and members’ equity (deficit)	$	14,100,990		$	16,944,691

The accompanying notes are an integral part of these financial statements.

F-2

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Statements of Operations

	For the year ended December 31,
	2020			2019
Revenue - Oil and gas	$	4,581,764		$	7,479,349
Operating expenses:
Lease operating expense		3,193,527			3,602,608
Production taxes and transportation costs		95,388			678,438
Depreciation, depletion and amortization		999,139			1,533,631
Accretion		777,599			778,161
Impairment		368,630			1,751,355
General and administrative		1,978,295			2,684,551
Total costs and expenses		7,412,578			11,028,744
Operating loss		(2,830,814	)		(3,549,395	)
Other income, net		397,333			7,202
Net loss	$	(2,433,481	)	$	(3,542,193	)

The accompanying notes are an integral part of these financial statements.

F-3

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Statements of Changes in Members’ Equity (Deficit)

Balance at January 1, 2019	$	4,139,071
Equity distributions		(546,392	)
Net loss		(3,542,193	)
Balance at December 31, 2019		50,486
Equity distributions		(46,000	)
Net loss		(2,433,481	)
Balance at December 31, 2020	$	(2,428,995	)

The accompanying notes are an integral part of these financial statements.

F-4

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Statements of Cash Flows

	For the year ended December 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(2,433,481	)	$	(3,542,193	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation, depletion and amortization		999,139			1,533,631
Accretion		777,599			778,161
Impairment		368,630			1,751,355
PPP loan forgiveness		(424,800	)		-
Changes in assets and liabilities:
Accounts receivable		204,881			(477,575	)
Prepaids and other assets		(32,321	)		(8,294	)
Accounts payable		(52,586	)		140,163
Accrued liabilities		112,059			150,604
Net cash from operating activities		(480,880	)		325,852
Cash flows from investing activities - Capital expenditures		-			(27,992	)
Cash flows from financing activities:
Proceeds from issuance of note payable		424,800			-
Distributions to members		(46,000	)		(546,392	)
Net cash from financing activities		378,800			(546,392	)
Net change in cash and cash equivalents and restricted cash		(102,080	)		(248,532	)
Cash and cash equivalents and restricted cash, beginning of year		588,964			837,496
Cash and cash equivalents and restricted cash, end of year	$	486,884		$	588,964
Supplemental cash flow information:
Asset retirement obligations revisions of estimate	$	(1,201,292	)	$	3,478,734

The accompanying notes are an integral part of these financial statements.

F-5

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Notes to Financial Statements

1. Organization and Significant Accounting Policies

Organization – Synergy Offshore, LLC d/b/a SOG Resources, LLC (the “Company”), a Texas limited liability company, was formed on March 18, 2010, as a limited partnership, and converted to a limited liability company on October 21, 2010. The Company is engaged primarily in the development of oil and natural gas properties in Montana and Wyoming. The Company is located in Houston, Texas and its fiscal year-end is December 31.

Basis of Presentation – The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include (i) oil and gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of oil and gas properties; (ii) production and commodity price estimates used to record oil and gas sales receivables; and (iii) the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions we believe to be reasonable. Due to inherent uncertainties, including the future prices of oil and gas, these estimates could change in the near term and such changes could be material.

In early March 2020, the NYMEX WTI crude oil price decreased significantly due to the COVID-19 pandemic and although it has recovered to pre-COVID-19 levels, it remained low for most of 2020. Lower oil and gas prices not only decrease our revenues, but an extended decline in oil or gas prices may materially and adversely affect our future business, financial position, cash flows, results of operations, liquidity, ability to finance planned capital expenditures and the oil and gas reserves that we can economically produce.

Cash and Cash Equivalents – The Company considers cash and unrestricted interest-bearing deposits with original maturities of three months or less to be cash equivalents. The Company maintains its deposits of cash primarily in financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits.

Restricted Cash – Restricted cash consists of money market accounts and certificates of deposit which are held to cover the costs of future plugging and abandonment liabilities mandated by the states of Montana and Wyoming.

Receivables – Accounts receivable consists primarily of accrued oil and gas production receivables and joint interest receivables from outside working interest owners. Generally, our oil and gas sales receivables are collected within one month. Management routinely assesses accounts receivable balances to determine their collectability and accrues an allowance for uncollectible receivables, when, based on the judgment of management, it is probable that a receivable will not be collected. Receivables are not collateralized. As of December 31, 2020, and 2019, the Company had not provided an allowance for doubtful accounts on its accounts receivable.

F-6

Oil and Gas Properties – The Company follows the successful efforts method of accounting for its oil and gas properties, and, accordingly, exploration costs, other than the costs of drilling exploratory wells, are expensed as incurred. The costs of drilling exploratory wells are capitalized pending determination of whether the wells have discovered proved commercial reserves. If proved commercial reserves are not discovered, such drilling costs are expensed. The costs of all development wells and related equipment used in the production of crude oil and natural gas are capitalized. A gain or a loss is recognized when a property is sold or an entire field ceases to produce and is abandoned.

Depletion, depreciation and amortization (“DD&A”) of oil and natural gas properties is computed using the units-of-production method based on the ratio of current production to estimated proved oil and natural gas reserves as estimated by independent petroleum engineers.

The Company reviews its oil and natural gas properties for impairment whenever events or changes in circumstances indicate that the carrying value of such properties may not be recoverable. When it is determined that an oil and natural gas property’s estimated future net cash flows will not be sufficient to recover its carrying amount, an impairment charge is recorded to reduce its carrying value to its estimated fair value (Level 3). The fair value of oil and natural gas properties is determined using valuation techniques consistent with the income and market approach. The factors used to determine fair value are subject to management’s judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future net cash flows, and various discount rates commensurate with the risk and current market conditions associated with the expected cash flow.

The Company recognized impairment losses of $369 thousand and $1.8 million for the years ended December 31, 2020 and 2019, respectively. These impairments were caused by declines in crude oil and natural gas prices during these years. In estimating reserves and future production volumes, estimated future commodity prices are the largest driver in variability of undiscounted pre-tax cash flows. Expected cash flows were estimated based on management’s views of published West Texas Intermediate (WTI) and Henry Hub forward pricing. Other significant assumptions and inputs used to calculate estimated future cash flows include estimates for future development activity, exploration plans and remaining lease terms. The proved properties impaired had aggregate fair values as of the most recent date of impairment of $457 thousand and $347 thousand for 2020 and 2019, respectively.

Oil and gas lease acquisition costs are capitalized when incurred. If the unproved properties are determined to be productive, the appropriate related costs are transferred to proved oil and natural gas properties. Unproved properties are assessed periodically on a property-by-property basis. Any impairment in value is expensed. Delay lease rentals are expensed as incurred.

Other Property and Equipment – Other property and equipment consists of office furniture and fixtures, vehicles and leasehold improvements, which are carried at cost. Depreciation and amortization is provided using the straight-line method over estimated useful lives ranging from three to seven years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the underlying lease. Depreciation and amortization expense for the years ended December 31, 2020 and 2019 was $86 thousand and $143 thousand, respectively. Gain or loss on retirement, sale, or other disposition of these assets is included in the statement of operations in the period of disposition. Costs of major repairs that extend the useful life of these assets are capitalized. Other costs for maintenance and repairs are expensed as incurred.

F-7

The Company reviews its other property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. When it is determined that an asset’s estimated future net cash flows will not be sufficient to recover its carrying amount, an impairment charge is recorded to reduce its carrying value to its estimated fair value. No impairment loss was recognized during 2020 and 2019.

Asset Retirement Obligations – The Company recognizes a liability for the plugging, abandonment and remediation of its properties at the end of their productive lives. We compute the liability for asset retirement obligations (“ARO”) by calculating the present value of estimated future cash flows related to each property. This requires use of significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells, and our credit-adjusted risk-free interest rate (all Level 3 inputs within the fair value hierarchy). Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations.

Initially, the fair value of the ARO is recognized in the period in which it is incurred with a corresponding increase in the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depleted over the life of the related asset.

Note Payable – In the second quarter of 2020, the Company received proceeds from a SBA Paycheck Protection Program Loan (“PPP Loan”) of approximately $425 thousand pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The purpose of the PPP is to encourage the continued employment of workers. The Company used all of the PPP Loan proceeds for eligible payroll expenses, lease and utility payments.

The PPP Loan and accrued interest thereon may be forgiven by the SBA upon documentation of expenditures in accordance with the SBA requirements and proper application by the Company. The Company’s application for forgiveness was approved by the SBA in the fourth quarter of 2020. Accordingly, the Company recognized approximately $425 thousand as other income in the statement of operations for this forgiveness. The SBA retains the right to review the Company’s loan file for a period subsequent to the date the loan is forgiven, with the potential for the SBA to pursue legal remedies of its discretion.

Revenue Recognition – Our revenues are primarily derived from the sales of oil and gas production. The Company’s oil and gas production is typically sold at delivery points to third-party purchasers under contract terms that are common in the oil and gas industry. These contracts typically provide for an agreed-upon index price, net of pricing differentials. The purchaser takes custody and possession, title and risk of loss of the oil at the delivery point; therefore, control passes at the delivery point. The Company recognizes revenue when control transfers to the purchaser. We receive payment from the sale of oil and gas production between one to three months after delivery. For property interests where we are not the operator, we record our share of the revenues and expenses based upon the information provided by the operators.

The Company reports revenue as the gross amount received before production taxes and transportation costs. Production taxes and transportation costs are reported separately in the accompanying statements of operations.

F-8

Fair Value Measurement – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels related to fair value measurements are as follows:

Level 1 –	Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The estimated fair value of cash, accounts receivable, and accounts payable approximate the carrying amount due to the relatively short maturity of these instruments.

We evaluate the fair value on a non-recurring basis of properties acquired in business combinations, asset acquisitions, impairments of oil and gas properties and the related asset retirement obligations. The fair value of the oil and gas properties is determined based upon estimated future discounted cash flow, a Level 3 input, using estimated production which we reasonably expect, and estimated prices adjusted for differentials. Unobservable inputs include estimated future oil and gas production, prices, operating and development costs, and a discount rate of 10%, all Level 3 inputs within the fair value hierarchy. We recognized impairments of our oil and gas properties in 2020 and 2019. These are discussed in Oil and Gas Properties above.

Unit-Based Compensation – Unit-based compensation awards to management are accounted for at their fair value. No amounts were recognized during the periods presented as the fair value of outstanding awards were de minimus.

Income Taxes – The Company is taxed as a partnership under the Internal Revenue Code. Consequently, federal income taxes are not payable, or provided for, by the Company. Members are taxed individually on their proportionate share of our earnings.

For state taxes, all of the revenues and properties of the Company are attributable to Montana and Wyoming.

Montana taxes the income of its resident and non-resident partners, but not the partnership doing business in the state. Wyoming does not have a corporate or personal income tax. Texas does tax the entity in a calculation based on gross receipts. However, for the years ended December 31, 2020 and 2019, the Texas liability was calculated to be zero because all revenues were attributable to Montana and Wyoming in these years.

Uncertain tax positions are recognized in the financial statements only if that position is reasonably determined to be more-likely-than-not of being sustained upon examination by taxing authorities, based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2020 and 2019, there were no uncertain tax positions.

F-9

Recent Accounting Pronouncements – In February 2016, the FASB issued ASU 2016-02, Leases as amended. This new standard requires organizations recognize assets and liabilities on the balance sheet for the rights and obligations created by leases. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which provides a transition method that permits changes to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the fiscal year of adoption. We plan to adopt this new guidance effective January 1, 2022 using the transition option provided under ASU 2018-11. We are currently evaluating the impact this standard will have on our financial statements based on our lease portfolio. We plan to elect to exclude short-term contracts of one year or less and plan to elect the package of practical expedients allowed under the new standard.

2. Asset Retirement Obligations

The following table summarizes the changes in ARO (in thousands):

Balance at January 1, 2019	$	11,082
Revisions of estimate		3,479
Accretion		778
Balance at December 31, 2019		15,339
Revisions of estimate		(1,202	)
Accretion		778
Balance at December 31, 2020	$	14,915

Revisions in estimated liabilities during 2019 and 2020 result from changes in service and equipment costs and changes in the estimated timing of an asset’s retirement.

3. Commitments and Contingencies

Litigation – From time to time, the Company may be subject to litigation or other claims in the normal course of business.

Surety Bonds – As of December 31, 2020 and 2019, the Company had surety bonds of $1.4 million issued to the Montana Board of Oil and Gas Conservation, the Wyoming Oil and Gas Conservation Commission and the Wyoming Bureau of Land Management. The surety bonds are meant to cover certain plugging and abandonment liabilities related to the Company’s oil and natural gas properties in Montana and Wyoming.

Office Lease – The Company holds an operating lease for office space in Houston, Texas, expiring in January 2023. This lease may be extended at the Company’s option for an additional three years. The Company incurred rent expense of $100 thousand and $210 thousand during the years ended December 31, 2020 and 2019, respectively.

Non-cancellable minimum rent payments under this lease are as follows (in thousands):

2021	$	115
2022		117
2023		10
Total minimum lease payments	$	242

Environmental Matters – Due to the nature of the oil and gas industry, we are exposed to environmental risks. We have various policies and procedures to minimize and mitigate the risks from environmental contamination. We are not aware of any material environmental claims existing as of December 31, 2020; however, there can be no assurance that current regulatory requirements will not change or that unknown potential past non-compliance with environmental laws or other environmental liabilities will not be discovered on our properties.

F-10

4. Employee Benefit Plans

Substantially all employees are eligible to participate in the Company’s 401(k) defined contribution plan. This plan permits eligible employees to make contributions up to certain limits. The Company makes a 4% contribution which is immediately vested to the employee. Employer contributions totaled approximately $53 thousand during 2020 and $74 thousand during 2019.

5. Members’ Equity

As of December 31, 2018, the Company had 71,131 Senior Preferred Units, 13,334 Junior Preferred Units and 2,199.9 Management Participation Units issued and outstanding. Effective December 31, 2019, all of the outstanding Senior Preferred Units and Junior Preferred Units were acquired from the unit holders by Synergy Producing Partners, LLC (“SPP”). Distributions of $546 thousand were made by the Company in connection with this transaction to reacquire and cancel the outstanding Senior Preferred Units, Junior Preferred Units and Management Participation Units.

The Company’s LLC agreement was amended and restated effective December 31, 2019 and reorganized the Company’s equity interests to consist of Senior Preferred Units owned 100% by SPP and authorized Management Participations Units. Net income (loss) is allocated to the members in accordance with the LLC Agreement. Distributions are at the discretion of the Board of Managers and amounts distributed to each member are allocated and distributed (a) first, to holders of Senior Preferred Units in an amount equal to the sum of $3 million plus any other future capital contributions made by them plus a return thereon computed at a rate of eight percent (8%) per annum compounded monthly, (b) second, 80% to the holders of the Senior Preferred Units and 20% to Management Participation Unit holders (if any) until the holders of Senior Preferred Units receive a total of $6 million of cumulative distributions; and, (c) third, 70% to the holders of Senior Preferred Units and 30% to the Management Participation Unit holders.

As of December 31, 2019 and 2020, there were one million Senior Preferred Units issued and outstanding. The Company had no Management Participation Units issued or outstanding at December 31, 2019 or 2020.

6. Subsequent Events

The Company has evaluated events and transactions subsequent to the balance sheet date and through October 21, 2021, the date the financial statements were available to be issued.

Note Payable – In the first quarter of 2021, the Company received proceeds from a 2^nd round PPP Loan of approximately $425 thousand. This 2^nd round PPP Loan was forgiven by the SBA in the third quarter of 2021.

Agreement to Sale Oil and Gas Properties – On October 4, 2021, we entered into Purchase and Sale Agreement with U.S. Energy Corp. (“U.S. Energy”) for the sale of all of our oil and gas properties. The transaction will also include certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the assets being sold.

The initial base purchase price for the assets is $125,000 in cash and 6,546,384 shares of U.S. Energy’s common stock subject to customary working capital and other adjustments as set forth in the Purchase and Sale Agreement.

The transaction is expected to close in the fourth quarter of 2021, subject to satisfaction of customary closing conditions, including approval by U.S. Energy’s shareholders, the performance by the parties of their obligations and covenants under the Purchase and Sale Agreement, the delivery of certain documentation by the parties and the absence of any injunction or other legal prohibitions preventing consummation of the transaction.

* * * * *

F-11

Supplemental Oil and Gas Information

(Unaudited)

Oil and Gas Reserve Information

Proved oil and gas reserves are those quantities of crude oil and condensate and natural gas, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Estimated proved developed oil and gas reserves can be expected to be recovered through existing wells with existing equipment and operating methods. The Company reports all estimated proved reserves held under production-sharing arrangements utilizing the “economic interest” method.

Proved oil and gas reserves have been estimated by the Company’s internal petroleum engineers. These reserve estimates have been prepared in compliance with the Securities and Exchange Commission rules and accounting standards based on the unweighted average prices per barrel of oil and per Mcf of natural gas at the first day of each month in the 12-month period prior to the end of the reporting period.

There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of development expenditures. The reserve data in the following tables only represent estimates and should not be construed as being exact.

The following reserves schedule sets forth the changes in estimated quantities of proved crude oil reserves:

	Crude Oil& Condensate (Bbls)			Gas (mcf)			Total (Boe)
Total proved reserves:
Balance at December 31, 2018		2,713,915			520,576			2,800,678
Revisions of previous estimates		(45,899	)		(48,444	)		(53,973	)
Production		(152,095	)		(56,111	)		(161,447	)
Balance at December 31, 2019		2,515,921			416,021			2,585,258
Revisions of previous estimates		(151,429	)		(141,984	)		(175,093	)
Production		(140,056	)		(43,366	)		(147,284	)
Balance at December 31, 2020		2,224,436			230,671			2,262,881
Proved developed reserves as of:
December 31, 2018		2,713,915			520,576			2,800,678
December 31, 2019		2,515,921			416,021			2,585,258
December 31, 2020		2,224,436			230,671			2,262,881
Proved undeveloped reserves as of:
December 31, 2018		-			-			-
December 31, 2019		-			-			-
December 31, 2020		-			-			-

F-12

The decrease in proved reserve quantities for the years ended December 31, 2019 and 2020 was due primarily to the impact of production and revisions of previous estimates caused by declines in the average prices per barrel of oil and per Mcf of natural gas.

Costs Incurred in Oil and Natural Gas Property Acquisitions and Development Activities

Costs incurred by the Company in oil and natural gas acquisitions and development are presented below:

	For the year ended December 31,
	2020		2019
Acquisitions:
Proved	$	-	$	-
Unproved		-		-
Exploration		-		-
Development		-		27,992
Costs incurred	$	-	$	27,992

Capitalized Costs

The following table sets forth the capitalized costs and associated accumulated depreciation, depletion, and amortization relating to the Company’s oil and gas acquisition, exploration, and development activities:

	December 31,
	2020			2019
Proved properties	$	24,941,480		$	26,507,542
Unproved properties		2,842,906			2,846,766
		27,784,386			29,354,308
Accumulated DD&A		(15,209,980	)		(14,297,075	)
Total	$	12,574,406		$	15,057,233

Future Net Cash Flows

Future cash inflows as of December 31, 2020 and 2019 were calculated using an unweighted arithmetic average prices per barrel of oil and per Mcf of natural gas at the first day of each month in the 12-month period prior to the end of the reporting period, except where prices are defined by contractual arrangements. Operating costs, production and ad valorem taxes and future development costs are based on current costs with no escalation.

F-13

The following table sets forth unaudited information concerning future net cash flows for proved oil and gas reserves. The standardized measure presented here does not include the effects of federal income taxes as the Company is taxed as a partnership and not subject to federal or state income taxes. This information does not purport to present the fair market value of the Company’s oil and gas assets, but does present a standardized disclosure concerning possible future net cash flows that would result under the assumptions used.

	December 31,
	2020			2019
Future cash inflows	$	70,447,008		$	116,931,364
Future production costs		(42,094,250	)		(71,258,913	)
Future net cash flows		28,352,758			45,672,451
10% annual discount for estimated timing of cash flows		(16,743,552	)		(27,666,282	)
Discounted future net cash flows	$	11,609,206		$	18,006,169

The following table sets forth the principal sources of change in the discounted future net cash flows:

	December 31,
	2020			2019
Balance, beginning of period	$	18,006,169		$	27,536,112
Sales, net of production costs		(1,292,849	)		(3,198,303	)
Net change in prices and production costs		(4,606,842	)		1,722,709
Revision of quantities		(1,266,562	)		(339,953	)
Accretion of discount		1,083,992			2,572,057
Change in timing of production		648,995			(8,311,939	)
Other		(963,697	)		(1,974,514	)
Balance, end of period	$	11,609,206		$	18,006,169

* * * * *

F-14

EX-99.10

Exhibit 99.10

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Financial Statements

For the nine months ended September 30, 2021 and 2020

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

INDEX TO FINANCIAL STATEMENTS

Unaudited Condensed Balance Sheets	3
Unaudited Condensed Statements of Operations	4
Unaudited Condensed Statements of Changes in Members’ Deficit	5
Unaudited Condensed Statements of Cash Flows	6
Notes to Unaudited Condensed Financial Statements	7

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Unaudited Condensed Balance Sheets

	September 30,			December 31,
	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	1,946,261		$	360,196
Oil and gas sales receivable		850,456			615,637
Other receivables		76,212			77,905
Prepaids and other current assets		126,674			311,920
Total current assets		2,999,603			1,365,658
Oil and gas properties, successful efforts method:
Proved		25,099,910			24,941,480
Unproved		2,937,036			2,842,906
Less accumulated depreciation, depletion and amortization		(15,765,073	)		(15,209,980	)
Net oil and gas properties		12,271,873			12,574,406
Restricted cash		126,688			126,688
Other assets		34,238			34,238
Total assets	$	15,432,402		$	14,100,990
Liabilities and members’ deficit
Current liabilities:
Accounts payable	$	421,848		$	510,787
Accrued liabilities		1,103,049			1,103,927
Total current liabilities		1,524,897			1,614,714
Asset retirement obligations		15,498,892			14,915,271
Total liabilities		17,023,789			16,529,985
Commitments and contingencies		-			-
Members’ deficit		(1,591,387	)		(2,428,995	)
Total liabilities and members’ deficit	$	15,432,402		$	14,100,990

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Unaudited Condensed Statements of Operations

	For the nine months ended September 30,
	2021		2020
Revenue -
Oil and gas	$	6,009,396	$	3,353,874
Operating expenses:
Lease operating expense		2,457,592		2,285,096
Production taxes and transportation costs		428,639		31,985
Depreciation, depletion and amortization		555,094		704,089
Accretion		583,621		583,621
General and administrative		1,568,122		1,473,979
Total costs and expenses		5,593,068		5,078,770
Operating income (loss)		416,328		(1,724,896	)
Other income (loss), net		421,280		(3,520	)
Net income (loss)	$	837,608	$	(1,728,416	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Unaudited Condensed Statements of Changes in Members’ Deficit

Balance at January 1, 2020	$	50,486
Equity distributions		(46,000	)
Net loss		(1,728,416	)
Balance at September 30, 2020	$	(1,723,930	)
Balance at January 1, 2021		(2,428,995	)
Net income		837,608
Balance at September 30, 2021	$	(1,591,387	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Unaudited Condensed Statements of Cash Flows

	For the nine months ended September 30,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	837,608		$	(1,728,416	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation, depletion and amortization		555,094			704,089
Accretion		583,621			583,621
Changes in assets and liabilities:
Accounts receivable		(233,126	)		479,517
Prepaids and other assets		185,246			80,008
Accounts payable		(88,939	)		(130,809	)
Accrued liabilities		(878	)		(219,364	)
Net cash from operating activities		1,838,626			(231,354	)
Cash flows from investing activities -
Capital expenditures		(252,561	)		-
Cash flows from financing activities:
Proceeds from issuance of note payable		-			424,800
Distributions to members		-			(46,000	)
Net cash from financing activities		-			378,800
Net change in cash and cash equivalents and restricted cash		1,586,065			147,446
Cash and cash equivalents and restricted cash, beginning of year		486,884			588,964
Cash and cash equivalents and restricted cash, end of year	$	2,072,949		$	736,410

The accompanying notes are an integral part of these unaudited condensed financial statements.

6

Synergy Offshore, LLC

d/b/a SOG Resources, LLC

Notes to Unaudited Condensed Financial Statements

1. Organization and Significant Accounting Policies

Organization – Synergy Offshore, LLC d/b/a SOG Resources, LLC (the “Company”), a Texas limited liability company, was formed on March 18, 2010, as a limited partnership, and converted to a limited liability company on October 21, 2010. The Company is engaged primarily in the development of oil and natural gas properties in Montana and Wyoming. The Company is located in Houston, Texas and its fiscal year-end is December 31.

Basis of Presentation – These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, and should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2020.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the condensed financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include (i) oil and gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of oil and gas properties; (ii) production and commodity price estimates used to record oil and gas sales receivables; and (iii) the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions we believe to be reasonable. Due to inherent uncertainties, including the future prices of oil and gas, these estimates could change in the near term and such changes could be material.

7

2. Asset Retirement Obligations

The following table summarizes the changes in ARO (in thousands):

Balance at January 1, 2020	$	15,339
Accretion		584
Balance at June 30, 2020	$	15,923
Balance at January 1, 2021	$	14,915
Accretion		584
Balance at June 30, 2021	$	15,499

3. Note Payable

In the second quarter of 2020, the Company received proceeds from a SBA Paycheck Protection Program Loan (“PPP Loan”) of approximately $425 thousand pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The purpose of the PPP was to encourage the continued employment of workers. The Company used all of the PPP Loan proceeds for eligible payroll expenses, lease and utility payments.

The PPP Loan and accrued interest thereon may be forgiven by the SBA upon documentation of expenditures in accordance with the SBA requirements and proper application by the Company. The Company’s application for forgiveness was approved by the SBA in the fourth quarter of 2020. Accordingly, the Company recognized approximately $425 thousand as other income in the statement of operations for this forgiveness.

In the first quarter of 2021, the Company received proceeds from a 2^nd round PPP Loan of approximately $425 thousand pursuant. This 2^nd round PPP Loan was forgiven by the SBA in the third quarter of 2021.

4. Commitments and Contingencies

Litigation – From time to time, the Company may be subject to litigation or other claims in the normal course of business.

Surety Bonds – As of September 30, 2021 and December 31, 2020, the Company had surety bonds of $1.4 million issued to the Montana Board of Oil and Gas Conservation, the Wyoming Oil and Gas Conservation Commission and the Wyoming Bureau of Land Management. The surety bonds are meant to cover certain plugging and abandonment liabilities related to the Company’s oil and natural gas properties in Montana and Wyoming.

Other – In the course of its normal business affairs, the Company is subject to possible loss contingencies arising from federal, state, and local environmental, health, and safety laws and regulations and third-party litigation. There are no matters which, in the opinion of management, will have a material adverse effect on the financial position, results of operations, or cash flows of the Company as of and for the nine months ended September 30, 2021 and 2020.

5. Subsequent Events

The Company has evaluated events and transactions subsequent to the balance sheet date and through March 1, 2022, the date the financial statements were available to be issued.

On October 4, 2021, we entered into Purchase and Sale Agreement with U.S. Energy Corp. (“U.S. Energy”) for the sale of all of our oil and gas properties. The transaction also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the assets being sold. This transaction was completed on January 5, 2022 for a total purchase price $125,000 in cash and 6,546,384 shares of U.S. Energy’s common stock.

* * * * *

8

EX-99.11

Exhibit 99.11

Unaudited Pro Forma Consolidated Financial Statements

On January 5, 2022, U.S. Energy Corp. (“we”, “us”, “U.S. Energy” or the “Company”) closed the acquisitions (the “Closing”) contemplated by those certain three separate Purchase and Sale Agreements (as amended to date, the “Purchase Agreements”), previously entered into by the Company on October 4, 2021, with each of (a) Lubbock Energy Partners LLC (“Lubbock”); (b) Banner Oil & Gas, LLC (“Banner”), Woodford Petroleum, LLC (“Woodford”) and Llano Energy LLC (“Llano”, and together with Banner and Woodford, collectively, “Sage Road”), and (c) Synergy Offshore LLC (“Synergy”, and collectively with Lubbock and Sage Road, the “Sellers”). Pursuant to the Purchase Agreements, U.S. Energy acquired certain oil and gas properties from the Sellers, representing a diversified, conventional portfolio of operated, producing, oil-weighted assets located across the Rockies, West Texas, Eagle Ford, and Mid-Continent. The acquisition also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the acquired assets (collectively with the oil and gas properties acquired, the “Acquired Assets”).

The following unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheet of U.S. Energy Corp. as of September 30, 2021 with the historical balance sheets of Lubbock, Synergy and Sage Road, as of September 30, 2021, giving effect to the closing of the Purchase Agreements, on a pro forma basis as if they had been completed on September 30, 2021. The unaudited pro forma condensed combined statements of operations below for the year ended December 31, 2020 and the nine months ended September 30, 2021, both give effect to the Acquisitions (defined below) as if they had occurred on January 1, 2020.

The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of U.S. Energy, Lubbock, Synergy, Banner, Woodford and Llano and has been adjusted to reflect the following:

● U.S. Energy’s acquisition of substantially all of Lubbock’s oil and gas properties (the “Lubbock Acquisition”) for aggregate consideration of approximately $21.4 million, based on the closing price of a share of the Company’s common stock on January 5, 2022 (the “closing date”), consisting of (i) $125,000 of cash (the “Lubbock Unadjusted Cash Purchase Price”) and (ii) 6,568,828 unregistered shares of the Company’s common stock (the “Lubbock Unadjusted Equity Consideration”). The Lubbock Unadjusted Cash Purchase Price is subject to certain customary closing adjustments set forth in the Lubbock purchase agreement.

● U.S. Energy’s acquisition of substantially all of Synergy’s oil and gas properties (the “Synergy Acquisition”) for aggregate consideration of approximately $21.4 million, based on the closing price of a share of the Company’s common stock on the closing date, consisting of (i) $125,000 of cash (the “Synergy Unadjusted Cash Purchase Price”) and (ii) 6,546,384 unregistered shares of the Company’s common stock (the “Synergy Unadjusted Equity Consideration”). The Synergy Unadjusted Cash Purchase Price is subject to certain customary closing adjustments set forth in the Synergy purchase agreement.

● U.S. Energy’s acquisition of certain of Sage Road’s oil and gas properties (the “Sage Road Acquisition” and, together with the Lubbock Acquisition and the Synergy Acquisition, the “Acquisitions”) for aggregate consideration of approximately $26.4 million, based on the closing price of a share of the Company’s common stock on January 5, 2022 (the preliminary valuation date), consisting of (i) $1.0 million of cash (the “Sage Road Unadjusted Cash Purchase Price”), (ii) 6,790,524 unregistered shares of the Company’s common stock (the “Sage Road Unadjusted Equity Consideration”), (iii) the assumption of $3.3 million of debt, and (iv) the novation of derivative contracts in a liability position of $3.1 million. The Sage Road Unadjusted Cash Purchase Price is subject to certain customary closing adjustments set forth in the Sage Road purchase agreement.

Certain of Lubbock’s, Synergy’s and Sage Road’s historical amounts have been reclassified to conform to the financial statement presentation of U.S. Energy. Additionally, adjustments have been made to Lubbock’s, Synergy’s and Sage Road’s historical financial information to remove certain assets and liabilities retained by Lubbock, Synergy and Sage Road, respectively.

The assets, liabilities and results of operations presented herein as relating to the Acquired Assets were derived from the historical financial statements of the Acquired Assets included in this Current Report on Form 8-K/A (the “Current Report”).

The unaudited pro forma condensed consolidated financial statement data should be read in conjunction with the historical consolidated financial statements and accompanying notes thereto of the Company for the three and nine months ended September 30, 2021 and 2020 (unaudited), included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021 and the years ended December 31, 2020 and 2019, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 26, 2021; and the unaudited financial statements of the Sellers for the three and nine months ended September 30, 2021 and 2020 and the audited financial statements of the Sellers for the years ended December 31, 2020 and 2019, each included in this Current Report.

The pro forma financial information has been prepared based on information currently available to us, using assumptions that our management believes are reasonable. The pro forma financial information does not purport to represent the actual results of operations that would have occurred if the Acquisitions had taken place on the dates specified. The pro forma financial information is not necessarily indicative of the results of operations that may be achieved in the future. The pro forma financial information includes certain reclassifications to conform the historical results of operations of the Acquired Assets to our results of operations. The unaudited pro forma financial information is presented for informational purposes only. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

The pro forma adjustments are based on preliminary estimates, available information, and certain assumptions, all as more fully described in the notes to the unaudited pro forma financial statements.

U.S. Energy Corp.

Pro Forma Condensed Combined Balance Sheet

As of September 30, 2021

(Unaudited)

	Historical																	Transaction Accounting Adjustments
	U.S. Energy - As Reported			Lubbock - As Reported			Synergy - As Reported			Banner - As Reported			Llano - As Reported		Woodford - As Reported			Reclassifications & Eliminations			Acquisition			Pro Forma Combined
(in thousands)
Current assets:
Cash and equivalents	$	6,955		$	135		$	2,073		$	219		$	261	$	1		$	(2,689	)(a)	$	(2,214	)(d)	$	3,441
																						(1,300	)(d)
Accounts receivable:
Oil and natural gas sales receivable		1,084			730			927			1,230			203		31			(3,121	)(a)		-			1,084
Joint interest billings		-			-			-			183			-		-			(183	)(a)		-			-
Marketable equity securities		248			-			-			-			-		-			-			-			248
Prepaid and other current assets		282			27			161			453			-		-			(641	)(a)		-			282
Real estate assets held for sale, net of selling costs		250			-			-			-			-		-			-			-			250
Receivable from related parties		-			38			-			-			-		-			(38	)(a)		-			-
Total current assets		8,819			930			3,161			2,085			464		32			(6,672	)		(3,514	)		5,305
Oil and natural gas properties under full cost method:
Unevaluated properties		1,698			-			-			-			-		-			4,555	(b)		-			1,698
																			(4,555	)(a)
Evaluated properties		94,843			17,281			-			114,646			-		5,420			39,496	(b)		(64,291	)(e)		182,327
																			(82,306	)(a)		57,238	(d)
Less accumulated depletion and impairment		(88,063	)		(9,706	)		-			(83,981	)		-		(3,782	)		(27,594	)(c)		64,291	(e)		(88,063	)
																			60,772	(a)
Net oil and natural gas properties under full cost method		8,478			7,575			-			30,665			-		1,638			(9,632	)		57,238			95,962
Oil and natural gas properties under successful efforts method, net		-			-			12,272			-			4,185		-			(16,457	)(b)		-			-
Property and equipment, net		117			-			-			107			60		-			(167	)(a)		-			117
Right of use asset		143			-			-			-			-		-			-			-			143
Other assets		40			-			-			384			-		-			(384	)(a)		-			40
Total assets	$	17,597		$	8,505		$	15,433		$	33,241		$	4,709	$	1,670		$	(33,312	)	$	53,724		$	101,567
Current liabilities:
Accounts payable and accrued liabilities	$	734		$	320		$	1,525		$	2,191		$	99	$	5		$	(2,692	)(a)	$	-		$	2,182
Accrued compensation and benefits		269			-			-			-			-		-			-			-			269
Commodity derivative		116			-			-			2,897			-		-			-			-			3,013
Insurance premium note payable		101			-			-			-			-		-			-			-			101
Current lease obligation		110			-			-			-			-		-			-			-			110
Warrant liability		93			-			-			-			-		-			-			-			93
Current portion of notes payable		-			-			-			5			-		-			(5	)(a)		-			-
Payable to related parties		-			233			-			-			-		9			(242	)(a)		-			-
Total current liabilities		1,423			553			1,525			5,093			99		14			(2,939	)		-			5,768
Noncurrent liabilities:
Asset retirement obligations		1,441			3,798			15,499			4,298			301		78			(2,064	)(a)		(11,184	)(d)		12,167
Long-term debt		-			-			-			3,330			156		151			-			(301	)(d)		3,336
Non current derivative obligation		-			-			-			869			-		-			-			-			869
Long-term lease obligation, net of current portion		49			-			-			-			-		-			-			-			49
Other noncurrent liabilities		6			-			-			-			-		-			-			-			6
								0
Total noncurrent liabilities		1,496			3,798			15,499			8,497			457		229			(2,064	)		(11,485	)		16,427
Total liabilities		2,919			4,351			17,024			13,590			556		243			(5,003	)		(11,485	)		22,195
Shareholders’ equity:
Common stock		47			-			-			-			-		-			-			199	(d)		246
Additional paid-in capital		149,037			-			-			-			-		-			-			64,495	(d)		213,532
Accumulated deficit		(134,406	)		-			-			-			-		-			-			-			(134,406	)
Members’ equity		-			4,154			(1,591	)		19,651			4,153		1,427			(28,309	)(a)		515	(f)		-
Total shareholders’ equity		14,678			4,154			(1,591	)		19,651			4,153		1,427			(28,309	)		65,209			79,372
Total liabilities and shareholders’ equity	$	17,597		$	8,505		$	15,433		$	33,241		$	4,709	$	1,670		$	(33,312	)	$	53,724		$	101,567

See notes to unaudited pro forma condensed combined financial information.

U.S. Energy Corp.

Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2021

(Unaudited)

	Historical																Transaction Accounting Adjustments
	U.S. Energy - As Reported			Lubbock - As Reported		Synergy - As Reported		Banner - As Reported			Llano - As Reported			Woodford - As Reported			Reclassifications & Eliminations			Acquisition			Pro Forma Combined
(in thousands)
Revenue:
Oil	$	4,232		$	-	$	-	$	6,613		$	-		$	-		$	(2,970	)(a)	$	-		$	20,421
																		12,546	(b)
Natural gas and liquids		419			-		-		1,704			-			-			(1	)(a)		-			3,096
																		974	(b)
Oil and gas		-			6,092		6,009		-			1,083			336			(13,520	)(b)		-			-
Total revenue		4,651			6,092		6,009		8,317			1,083			336			(2,971	)		-			23,517
Operating expenses:
Oil and natural gas operations:
Lease operating expense		1,631			1,977		2,458		4,670			546			94			(2,353	)(a)		-			9,023
Production taxes		343			340		428		510			92			21			(218	)(a)		-			1,516
Depreciation, depletion, accretion and amortization		415			1,254		1,139		1,545			2,419			186			(1,034	)(a)		(2,362	)(c)		3,562
General and administrative - related parties		-			220		-		-			-			-			(220	)(a)		-			-
General and administrative		2,233			311		1,568		1,150			214			255			(1,619	)(a)		-			4,112
Exploration expense		-			-		-		-			14			-			(14	)(a)		-			-
Total operating expenses		4,622			4,102		5,593		7,875			3,285			556			(5,458	)		(2,362	)		18,213
Operating income (loss)		29			1,990		416		442			(2,202	)		(220	)		2,487			2,362			5,304
Other income (expense):
Loss and impairment on real estate held for sale		(141	)		-		-		-			-			-			-			-			(141	)
Commodity derivative loss, net		(235	)		-		-		(5,002	)		-			-			-			-			(5,237	)
Gain on marketable equity securities		67			-		-		-			-			-			-			-			67
Warrant revaluation gain		2			-		-		-			-			-			-			-			2
Rental and other gain (loss), net		8			-		-		(16	)		-			-			16	(a)		-			8
Other income (loss), net		39			-		421		316			-			-			(737	)(a)		-			39
Interest expense, net		(57	)		-		-		(106	)		-			-			-			-			(163	)
Total other (expense) income		(317	)		-		421		(4,808	)		-			-			(721	)		-			(5,425	)
Income (loss) before income taxes		(288	)		1,990		837		(4,366	)		(2,202	)		(220	)		1,766			2,362			(121	)
Income tax expense		-			-		-		-			-			-			-			-			-
Net income (loss) applicable to common shareholders	$	(288	)	$	1,990	$	837	$	(4,366	)	$	(2,202	)	$	(220	)	$	1,766		$	2,362		$	(121	)
Basic and diluted weighted average shares outstanding		4,430																			19,906	(d)		24,336
Basic and diluted net income (loss) per share	$	(0.07	)																				$	(0.00	)

See notes to unaudited pro forma condensed combined financial information.

U.S. Energy Corp.

Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2020

(Unaudited)

	Historical																		Transaction Accounting Adjustments
	U.S. Energy - As Reported			Lubbock - As Reported			Synergy - As Reported			Banner - As Reported			Llano - As Reported			Woodford - As Reported			Reclassifications & Eliminations			Acquisition			Pro Forma Combined
(in thousands)
Revenue:
Oil	$	2,127		$	-		$	-		$	3,539		$	-		$	-		$	(2,190	)(a)	$	-		$	11,262
																				7,786	(b)
Natural gas and liquids		203			-			-			458			-			-			(4	)(a)		-			872
																				215	(b)
Oil and gas		-			1,771			4,582			-			1,247			401			(8,001	)(b)		-			-
Other		-			-			-			-			39			-			(39	)(a)		-			-
Total revenue		2,330			1,771			4,582			3,997			1,286			401			(2,233	)		-			12,134
Operating expenses:
Oil and natural gas operations:
Lease operating expense		1,535			1,087			3,194			3,569			673			131			(2,365	)(a)		-			7,824
Production taxes		168			107			95			156			105			25			(161	)(a)		-			495
Depreciation, depletion, accretion and amortization		407			580			1,777			1,571			2,834			249			(1,317	)(a)		(231	)(c)		5,870
Impairment of oil and natural gas properties		2,943			2,406			369			9,111			-			907			(6,284	)(a)		36,314	(d)		45,766
General and administrative - related parties		-			182			-			-			-			-			(182	)(a)		-			-
General and administrative		-			70			1,978			1,481			415			640			(2,536	)(a)		-			2,048
Compensation and benefits		1,141			-			-			-			-			-			-			-			1,141
Professional fees, insurance and other		1,506			-			-			-			-			-			-			-			1,506
Exploration expense		-			-			-			-			1,910			-			(1,910	)(a)		-			-
Total operating expenses		7,700			4,432			7,413			15,888			5,937			1,952			(14,755	)		36,083			64,650
Operating loss		(5,370	)		(2,661	)		(2,831	)		(11,891	)		(4,651	)		(1,551	)		12,522			(36,083	)		(52,516	)
Other income (expense):
Loss on real estate held for sale		(1,054	)		-			-			-			-			-			-			-			(1,054	)
Derivative loss		-			-			-			(284	)		-			-			-			-			(284	)
Gain (loss) on marketable equity securities		(81	)		-			-			-			-			-			-			-			(81	)
Warrant revaluation loss		(23	)		-			-			-			-			-			-			-			(23	)
Rental and other gain (loss), net		(27	)		-			-			(34	)		-			-			34	(a)		-			(27	)
Recovery of deposit		75			-			-			-			-			-			-			-			75
Other income		13			-			397			133			-			-			(530	)(a)		-			13
Interest expense, net		(14	)		-			-			(373	)		-			-			-			-			(387	)
Total other (expense) income		(1,111	)		-			397			(558	)		-			-			(496	)		-			(1,768	)
Loss before income taxes		(6,481	)		(2,661	)		(2,434	)		(12,449	)		(4,651	)		(1,551	)		12,026			(36,083	)		(54,284	)
Income tax benefit (expense)		42			(6	)		-			-			-			-			-			-			36
Net loss	$	(6,439	)	$	(2,667	)	$	(2,434	)	$	(12,449	)	$	(4,651	)	$	(1,551	)	$	12,026		$	(36,083	)	$	(54,248	)
Preferred stock dividends		20			-			-			-			-			-			-			-			20
Net loss applicable to common shareholders	$	(6,419	)	$	(2,667	)		(2,434	)		(12,449	)		(4,651	)		(1,551	)		12,026			(36,083	)	$	(54,228	)
Basic and diluted weighted average shares outstanding		1,628																					19,906	(e)		21,534
Basic and diluted net loss per share	$	(3.94	)																						$	(2.52	)

See notes to unaudited pro forma condensed combined financial information.

U.S. Energy Corp.

Notes to Pro Forma Condensed Combined Financial Statements

(Unaudited)

Note 1. Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2021

Reclassification & Elimination Adjustments

The following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2021 to reclassify certain of Lubbock’s, Synergy’s and Sage Road’s historical amounts to conform to the historical presentation of U.S. Energy and to eliminate certain assets and liabilities retained by Lubbock, Synergy and Sage Road:

a)	Represents the elimination of certain assets and liabilities retained by Lubbock, Synergy and Sage Road.
b)	Represents a reclassification of $14.4 million and $1.6 million from Llano’s oil and natural gas properties under the successful efforts method of accounting to evaluated and unevaluated properties under the full cost method of accounting, respectively, and a reclassification of $25.1 million and $3.0 million from Synergy’s oil and natural gas properties under the successful efforts method of accounting to evaluated and unevaluated properties under the full cost method of accounting, respectively.
c)	Represents a reclassification of $11.8 million and $15.8 million from Llano’s and Synergy’s accumulated depreciation, depletion, amortization and impairment under the successful efforts method of accounting, respectively, to accumulated depletion and impairment under the full cost method of accounting.

Transaction Accounting Adjustments

The Acquisitions will be accounted for as a single transaction because they were entered into at the same time and in contemplation of one another and form a single transaction designed to achieve an overall economic effect. The Acquisitions were accounted for as an asset acquisition as substantially all of the gross assets acquired are concentrated in a group of similar identifiable assets. The consideration paid was allocated to the individual assets acquired and liabilities assumed based on their relative fair values. All transaction costs associated with the Acquisitions was capitalized. The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of January 5, 2022 using currently available information. Due to the fact that the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operation may materially differ from the pro forma amounts included herein. The Company expects to finalize its allocation of the purchase consideration as soon as practicable.

The preliminary allocation of the estimated purchase price to the assets acquired and liabilities assumed is as follows:

	Preliminary Allocation
(in thousands)
Estimated consideration:
Cash (including preliminary closing adjustments of $964,000)	$	2,214
Common stock		64,694
Transaction costs		1,300
Total estimated consideration	$	68,208
Preliminary allocation to assets acquired:
Evaluated properties acquired as of September 30, 2021	$	87,484
Preliminary allocation to liabilities assumed:
Accrued liabilities	$	1,448
Long-term debt		3,336
Commodity derivative		3,766
Asset retirement obligations		10,726
Total preliminary allocation to liabilities assumed as of September 30, 2021	$	19,276

The following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2021 to reflect the Acquisitions:

d) Represents the allocation of the estimated fair value of consideration transferred of $2.2 million of cash (including preliminary closing adjustments of $964,000), $64.7 million of common stock (based on the closing price of U.S. Energy’s common stock as of January 5, 2022) and $1.3 million of estimated transaction costs to the assets acquired and liabilities assumed in the following allocation adjustments:

● $57.2 million increase in Lubbock’s, Synergy’s and Sage Road’s book basis of property, plant and equipment to reflect them at allocated value,

● $11.2 million decrease in historical asset retirement obligations to reflect them at fair value, and

● $0.3 million decrease in long-term debt to reflect the amount assumed from Sage Road.

e)	Reflects the elimination of Lubbock’s, Synergy’s and Sage Road’s historical accumulated depreciation and impairment balances against gross properties and equipment.
f)	Reflects the elimination of Lubbock’s, Synergy’s and Sage Road’s historical equity balances.

U.S. Energy will recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between historical cost basis and tax basis of the assets acquired and liabilities assumed in accordance with ASC 740, Income Taxes (“ASC 740”). Based on estimates of the temporary differences, a net deferred tax asset of approximately $2.7 million will be offset by a full valuation allowance. The full valuation allowance was established based on the Company’s assessment of the significant uncertainty that exists with respect to the future realization of the deferred tax asset in accordance with ASC 740, and as a result, there are no deferred tax assets or deferred tax liabilities reflected in the pro forma balance sheet as of September 30, 2021.

Note 2. Unaudited Pro Forma Condensed Combined Statements of Operations

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2021

The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 to reflect the Acquisitions:

a)	Represents adjustments to eliminate the effects of assets and liabilities retained by Lubbock, Synergy and Sage Road and not associated with the oil and natural gas properties acquired.
b)	Represents a reclassification of $12.5 million and $1.0 million to oil revenue and natural gas and liquids revenue, respectively, from Lubbock’s, Synergy’s, Llano’s, and Woodford’s oil and gas revenue to conform to U.S. Energy’s presentation.
c)	Reflects adjustment to depreciation, depletion, accretion and amortization expense resulting from the change in basis of property, plant and equipment acquired and the asset retirement obligations assumed.
d)	Reflects 19.9 million shares of U.S. Energy common stock issued to Lubbock, Synergy and Sage Road as a portion of the consideration for the Acquisitions.

The Company has not reflected any estimated tax benefit related to the Acquisitions in the accompanying unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 because the Company historically maintains a valuation allowance against any potential deferred tax assets.

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020

The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 to reflect the Acquisitions:

a)	Represents adjustments to eliminate the effects of assets and liabilities retained by Lubbock, Synergy and Sage Road and not associated with the oil and natural gas properties acquired.
b)	Represents a reclassification of $7.8 million and $0.2 million to oil revenue and natural gas and liquids revenue, respectively, from Lubbock’s, Synergy’s, Llano’s, and Woodford’s oil and gas revenue to conform to U.S. Energy’s presentation.
c)	Reflects adjustment to depreciation, depletion, accretion and amortization expense resulting from the change in basis of property, plant and equipment acquired and the asset retirement obligations assumed.
d)	Reflects adjustment to impairment expense resulting from the application of the ceiling test pursuant to the rules governing full cost accounting and due to the change from Synergy’s and Llano’s historical accounting under successful efforts to conform to U.S. Energy’s presentation under full cost. The ceiling test takes into account the change in basis of the oil and gas properties acquired and reserves and historical prices determined using SEC guidelines at the time of each historical ceiling test.
e)	Reflects 19.9 million shares of U.S. Energy common stock issued to Lubbock, Synergy and Sage Road as a portion of the consideration for the Acquisitions.

The Company has not reflected any estimated tax benefit related to the Acquisitions in the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, because the Company historically maintains a valuation allowance against any potential deferred tax assets.

Note 3. Supplemental Pro Forma Oil and Gas Information

The following tables present the estimated pro forma combined net proved developed and undeveloped oil and natural gas reserves as of December 31, 2020 for U.S. Energy, Lubbock, Synergy and Sage Road, along with a summary of changes in the quantities of net remaining proved reserves during the year ended December 31, 2020. The pro forma reserve information set forth below gives effect to the Acquisitions as if they had been completed on January 1, 2020.

	Oil
	(Barrels)
	Historical
	U.S. Energy - As Reported			Lubbock - As Reported			Synergy - As Reported			Banner - As Reported			Llano - As Reported			Woodford - As Reported			Eliminations			Pro Forma Combined
Proved developed and undeveloped reserves:
Balance as of January 1, 2020		807,505			428,857			2,515,921			9,457,416			444,199			163,890			(8,880,229	)		4,937,559
Revisions of previous estimates		(248,770	)		(285,151	)		(151,429	)		(4,405,958	)		(169,613	)		1,156			4,790,969			(468,796	)
Discoveries and extensions		-			-			-			-			-			-			-			-
Purchases of minerals in place		477,479			1,653,051			-			454,638			-			-			(747,765	)		1,837,403
Sale of minerals in place		-			-			-			(9,413	)		-			-			-			(9,413	)
Production		(60,469	)		(37,629	)		(140,056	)		(105,521	)		(30,778	)		(10,886	)		66,495			(318,844	)
Balance as of December 31, 2020		975,745			1,759,128			2,224,436			5,391,162			243,808			154,160			(4,770,530	)		5,977,909
Proved developed reserves:
Balance as of January 1, 2020		807,505			176,976			2,515,921			2,326,282			253,514			82,980			(1,225,619	)		4,937,559
Balance as of December 31, 2020		975,745			1,011,363			2,224,436			2,164,010			155,919			70,650			(624,214	)		5,977,909
Proved undeveloped reserves:
Balance as of January 1, 2020		-			251,881			-			7,131,134			190,685			80,910			(7,654,610	)		-
Balance as of December 31, 2020		-			747,765			-			3,227,152			87,889			83,510			(4,146,316	)		-

	Gas
	(Thousands of Cubic Feet Equivalent) (1)
	Historical
	U.S. Energy - As Reported			Lubbock - As Reported			Synergy - As Reported			Banner - As Reported			Llano - As Reported			Woodford - As Reported			Eliminations			Pro Forma Combined
Proved developed and undeveloped reserves:
Balance as of January 1, 2020		1,129,258			1,254,270			416,021			594,180			93,980			51,020			(1,171,696	)		2,367,033
Revisions of previous estimates		(22,895	)		(1,027,090	)		(141,984	)		(26,705	)		(18,189	)		(6,649	)		1,115,974			(127,538	)
Discoveries and extensions		-			-			-			-			-			-			-			-
Purchases of minerals in place		686,670			943,499			-			3,564,661			-			-			(511,411	)		4,683,419
Sale of minerals in place		-			-			-			-			-			-			-			-
Production		(116,085	)		(54,405	)		(43,366	)		(191,231	)		(7,758	)		(1,761	)		1,619			(412,987	)
Balance as of December 31, 2020		1,676,948			1,116,274			230,671			3,940,905			68,033			42,610			(565,514	)		6,509,927
Proved developed reserves:
Balance as of January 1, 2020		1,129,258			175,454			416,021			594,180			93,980			10,800			(52,660	)		2,367,033
Balance as of December 31, 2020		1,676,948			604,863			230,671			3,940,905			68,033			3,250			(14,743	)		6,509,927
Proved undeveloped reserves:
Balance as of January 1, 2020		-			1,078,816			-			-			-			40,220			(1,119,036	)		-
Balance as of December 31, 2020		-			511,411			-			-			-			39,360			(550,771	)		-

(1) Thousands of cubic feet equivalent consist of natural gas reserves in thousands of cubic feet plus NGLs converted to thousands of cubic feet using a factor of 6 thousands of cubic feet for each barrel of NGL.

	Total Equivalent Reserves
	(Barrels)
	Historical
	U.S. Energy - As Reported			Lubbock - As Reported			Synergy - As Reported			Banner - As Reported			Llano - As Reported			Woodford - As Reported			Eliminations			Pro Forma Combined
Proved developed and undeveloped reserves:
Balance as of January 1, 2020		995,715			637,902			2,585,258			9,556,446			459,862			172,393			(9,075,512	)		5,332,064
Revisions of previous estimates		(252,586	)		(456,333	)		(175,093	)		(4,410,409	)		(172,645	)		48			4,976,965			(490,053	)
Discoveries and extensions		-			-			-			-			-			-			-			-
Purchases of minerals in place		591,924			1,810,301			-			1,048,748			-			-			(833,000	)		2,617,973
Sale of minerals in place		-			-			-			(9,413	)		-			-			-			(9,413	)
Production		(79,817	)		(46,697	)		(147,284	)		(137,393	)		(32,071	)		(11,180	)		66,765			(387,677	)
Balance as of December 31, 2020		1,255,236			1,945,173			2,262,881			6,047,979			255,146			161,261			(4,864,782	)		7,062,894
Proved developed reserves:
Balance as of January 1, 2020		995,715			206,218			2,585,258			2,425,312			269,177			84,780			(1,234,396	)		5,332,064
Balance as of December 31, 2020		1,255,236			1,112,173			2,262,881			2,820,827			167,257			71,191			(626,671	)		7,062,894
Proved undeveloped reserves:
Balance as of January 1, 2020		-			431,684			-			7,131,134			190,685			87,613			(7,841,116	)		-
Balance as of December 31, 2020		-			833,000			-			3,227,152			87,889			90,070			(4,238,111	)		-

The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2020 is as follows:

	Historical
	U.S. Energy - As Reported			Lubbock - As Reported			Synergy - As Reported			Banner - As Reported			Llano - As Reported			Woodford - As Reported			Eliminations			Acquisition			Pro Forma Combined
(in thousands)
Future cash inflows	$	39,090		$	68,502		$	70,447		$	195,780		$	9,118		$	6,023		$	(167,610	)	$	-		$	221,350
Future cash outflows:
Production costs		(24,189	)		(28,459	)		(42,094	)		(107,110	)		(4,364	)		(2,619	)		79,506			-			(129,329	)
Development costs		(302	)		(13,134	)		-			(21,281	)		(1,332	)		(817	)		34,993			-			(1,873	)
Income taxes		(142	)		-			-			-			-			-			-			(19,001	)		(19,143	)
Future net cash flows		14,457			26,909			28,353			67,389			3,422			2,587			(53,111	)		(19,001	)		71,005
10% annual discount factor		(5,871	)		(13,104	)		(16,744	)		(41,333	)		(1,558	)		(770	)		35,570			9,024			(34,786	)
Standardized measure of discounted future net cash flows	$	8,586		$	13,805		$	11,609		$	26,056		$	1,864		$	1,817		$	(17,541	)	$	(9,977	)	$	36,219

The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2020 are as follows:

	Historical
	U.S. Energy - As Reported			Lubbock - As Reported			Synergy - As Reported			Banner - As Reported			Llano - As Reported			Woodford - As Reported			Eliminations			Acquisition			Pro Forma Combined
(in thousands)
Standardized measure, beginning of year	$	10,348		$	3,468		$	18,006		$	68,855		$	5,953		$	2,842		$	(62,841	)	$	-		$	46,631
Sales of oil and natural gas, net of production costs		(627	)		(577	)		(1,293	)		(272	)		(469	)		(245	)		(151	)		-			(3,634	)
Net changes in prices and production costs		(8,487	)		(1,071	)		(4,607	)		(48,189	)		(3,491	)		(1,188	)		48,407			-			(18,626	)
Changes in estimated future development costs		(302	)		-			-			25,352			1,387			20			(26,823	)		-			(366	)
Extensions and discoveries		-			-			-			-			-			-			-			-			-
Purchases of minerals in place		5,841			12,623			-			4,588			-			-			(1,546	)		-			21,506
Sales of minerals in place		-			-			-			(163	)		-			-			-			-			(163	)
Revisions in previous quantity estimates		(1,148	)		(470	)		(1,267	)		(31,777	)		(2,234	)		1			32,974			-			(3,921	)
Previously estimated development costs incurred		-			-			-			776			123			103			(476	)		-			526
Net changes in income taxes		1,649			-			-			-			-			-			-			(9,977	)		(8,328	)
Accretion of discount		855			347			1,084			6,886			595			284			(6,397	)		-			3,654
Changes in timing and other		457			(515	)		(314	)		-			-			-			(688	)		-			(1,060	)
Standardized measure, end of year	$	8,586		$	13,805		$	11,609		$	26,056		$	1,864		$	1,817		$	(17,541	)	$	(9,977	)	$	36,219

XML

Cover	Jan. 04, 2022
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 2
Document Period End Date	Jan. 04, 2022
Entity File Number	000-06814
Entity Registrant Name	US ENERGY CORP
Entity Central Index Key	0000101594
Entity Tax Identification Number	83-0205516
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	675 Bering Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77057
City Area Code	(303)
Local Phone Number	993-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	USEG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false