As filed with the Securities and Exchange Commission on March 25, 2022.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Elephant Oil Corp.(Exact name of registrant as specified in its charter)

____________________

Nevada	1311	86-3759087
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Pennzoil Place
700 Milam, Suite 1300
Houston, TX 77002
(832) 871-5050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Matthew Lofgran
Chief Executive Officer
Elephant Oil Corp.
Pennzoil Place
700 Milam, Suite 1300
Houston, TX 77002
(832) 871-5050
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

Robert Cohen, Esq.
Richard Bass, Esq.
McDermott Will & Emery LLP
One Vanderbilt Avenue
New York, 10017
Telephone: (212) 547-5885 Joseph M. Lucosky, Esq.
Scott E. Linsky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Iselin, NJ 08830
Phone: (732) 395-4402

____________________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH25, 2022

PRELIMINARY PROSPECTUS

Each Unit Consisting of One Share of Common Stock
and One Warrant to Purchase One Share of Common Stock

Elephant Oil Corp.

Unit Each Consisting of One Share of Common Stock
and One Warrant to Purchase One Share of Common Stock

This is our initial public offering. We are offering $20,000,000 of units (“Units”), each Unit consisting of one share of common stock, par value $0.0001 per share (“Common Stock”), and one warrant to purchase one share of Common Stock (each a “Warrant”). We currently estimate that the initial public offering price will be between $             and $             per Unit. Each share of Common Stock is being sold together with one Warrant to purchase one share of Common Stock. Each whole share exercisable pursuant to the Warrants will have an exercise price of $             per share, equal to 125% of the initial public offering price. The Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The Units will not be certificated. The shares of Common Stock and Warrants comprising the Units are immediately separable and will be issued separately, but must be purchased together as a Unit in this offering.

Prior to the offering, there has been no public market for our Common Stock or Warrants. We have applied to list our Common Stock and Warrants on The Nasdaq Capital Market (“Nasdaq”) under the symbol “ELEP” and “ELEPW”, respectively. The closing of this offering is contingent upon the successful listing of our Common Stock and Warrants on the Nasdaq Capital Market.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Common Stock or Warrants involves a high degree of risk. Before buying any Common Stock or Warrants, you should carefully read the discussion of the material risks of investing in our Common Stock or Warrants under the heading “Risk Factors” beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Unit(1)	Total
Initial public offering price	$	$
Underwriting discounts and commissions(2)	$	$
Proceeds, before expenses, to us	$	$

____________

(1)      The public offering price and underwriting discount in respect of the Units corresponds to (i) a public offering price per share of common stock of $ and (ii) a public offering price per Warrant of $          .

(2)      Does not include the following additional compensation payable to the underwriters: We have agreed to pay the representative of the underwriters, EF Hutton, division of Benchmark Investments, LLC, which we refer to as EF Hutton or the representative, a non-accountable expense allowance equal to one-half of one percent (0.5%) of the gross proceeds raised and to reimburse the underwriters for certain expenses incurred relating to this offering. In addition, we will issue to EF Hutton warrants to purchase in the aggregate the number of shares of our Common Stock equal to five percent (5%) of the number of shares of Common Stock sold in this offering. The registration statement of which this prospectus forms a part also registers the issuance of the shares of Common Stock issuable upon exercise of the Underwriter warrants. See also “Underwriting” for a description of compensation payable to the underwriters.

We have granted a 45-day option to the representative of the underwriters to purchase up to            additional shares of Common Stock and/or up to              additional Warrants (equal to 15% of the shares of our Common Stock and Warrants underlying the Units sold in the offering) solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $            , and the total proceeds to us, before expenses, will be $            .

Delivery of the Units is expected to be made on or about            , 2022.

EF Hutton,

division of Benchmark Investments, LLC

The date of this prospectus is            , 2022

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	28
INDUSTRY AND OTHER DATA	30
USE OF PROCEEDS	31
DIVIDEND POLICY	32
CAPITALIZATION	33
DILUTION	34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
BUSINESS	43
MANAGEMENT	52
EXECUTIVE AND DIRECTOR COMPENSATION	58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	62
PRINCIPAL STOCKHOLDERS	64
DESCRIPTION OF CAPITAL STOCK	66
SHARES ELIGIBLE FOR FUTURE SALE	71
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK	73
UNDERWRITING	78
LEGAL MATTERS	83
EXPERTS	83
WHERE YOU CAN FIND MORE INFORMATION	83
INDEX TO FINANCIAL STATEMENTS	F-1

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our Units. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

i

FINANCIAL STATEMENT PRESENTATION

The consolidated financial statements as of June 30, 2021 and 2020, and the three and six months ended December31, 2021 and 2020 (unaudited) represent the operations of Elephant Oil Corp. and its wholly-owned subsidiaries, Elephant Oil Limited (UK) and Elephant Oil Benin SA (Benin). All inter-company balances and transactions among the companies have been eliminated upon consolidation.

ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated throughout this registration statement, the terms “Elephant Oil,” “we,” “us,” our,” “our company,” “Company” and “our business” refer to Elephant Oil Corp. and its wholly-owned subsidiaries, Elephant Oil Limited (UK) and Elephant Oil Benin SA (Benin).

ii

PROSPECTUS SUMMARY

This summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information that may be important to you in making your investment decision. You should read this entire prospectus carefully, especially the “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.

ELEPHANT OIL CORP.

Overview

We are an independent oil and gas exploration stage company, led by an experienced management and technical team, which is focused on under-explored regions in Africa. Our current asset portfolio includes an exploration license onshore in the Republic of Benin (“Benin”), as well as an exploration license onshore in the Republic of Namibia (“Namibia”). As of the date of this prospectus, we have not drilled any wells. Additionally, the Company continues to review other potential assets for expansion.

Republic of Benin

In October 2013, Elephant Oil signed a Production Sharing Agreement with Benin (the “Production Sharing Agreement”) providing a 100% licensed interest under the Production Sharing Agreement in onshore Block B, which is over 1.1 million acres, or 1,772 square miles or 4,590 square kilometers and is accessible by local roadways in a low density tropical forest environment. The Benin Hydrocarbons Corporation (“SOBEH”), now known as SNH-Benin, the national oil company of Benin, has an option to acquire a 10% interest upon commercial discovery. The exploration period is 9 years and, unless extended, will terminate in October 2022. In the event that a commercial discovery is made on Block B, the Production Sharing Agreement further entitles Elephant Oil to apply for and receive, subject to Benin government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Benin Ministry of Water and Mines.

In 2019, the government of Benin enacted a new petroleum code (the “Petroleum Code”) and model production sharing agreement (“Model PSA”). Prior to the enactment, Elephant Oil had held numerous discussions with the government to amend, advance and clarify its standing under the existing Production Sharing Agreement and petroleum code signed in 2013.

The government of Benin took the position that with the enactment of the Petroleum Code in 2019, it wanted all oil and gas stakeholders to negotiate and transfer their current license(s) under the new legislation. The existing Production Sharing Agreement expressly provides that upon a change in law in Benin that reduce the benefits or advantages of the contracting party, the terms of the Production Sharing Agreement shall be modified in order to balance the economic benefits of the contracting party. Elephant Oil and the government of Benin have entered into negotiations in good faith to bring the existing Production Sharing Agreement under the new code and model form.

In December 2021 Elephant Oil executed the new form of production sharing agreement (the “New Production Sharing Agreement”) and delivered the New Production Sharing Agreement to the government of Benin for signature and ratification. The New Production Sharing Agreement is anticipated to be signed within the next four to five weeks, but there can be no assurance that it will be signed in this time frame, or at all.

Trilogy Resource Corporation had previously operated on Block B, but ceased its operations and relinquished its title to the property in 1992. Elephant Oil began exploration on Block B in 2013, and through the date of this prospectus has continued to explore Block B, including by: (i) procuring a Full Tensor Gravity (Aero Gravity Gradiometry) survey undertaken by Fugro Airborne Surveys Pty Ltd over the entire Block B, (ii) reprocessing existing onshore 2D seismic survey prepared by Trilogy Resource Corporation and integrating such data with new offshore 2D seismic data from SNH-Benin, (iii) procuring a Passive Seismic survey undertaken by GeoDynamics Worldwide, which has helped in Elephant Oil’s understanding of the structural fabric and basin setting and (iv) procuring an Environmental and Social Impact Assessment (ESIA), which was performed by RPS Energy Limited. Elephant Oil plans to mobilize a drilling rig to Benin in 2022 to commence exploration drilling and additional surveys on the block. For further details on anticipated expenditures related to these plans, see “Use of Proceeds” contained elsewhere in this prospectus.

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Republic of Namibia

In August 2021, Elephant Oil signed a Petroleum Agreement with Namibia for onshore Block 1919 (the “Petroleum Agreement”), which includes a minimum exploration expenditure of $5,000,000. The $5,000,000 minimum exploration expenditure condition will be deemed satisfied if the minimum work obligations are properly executed using best oil field practices, regardless of the specified expenditure amount. Elephant Oil holds a 70% working interest in Block 1919 on over 2.8 million acres, or 4,507 square miles, or 11,675 square kilometers, onshore and is accessible by local roadways in brushland environment. Niikela Exploration (PTY) LTD holds a 20% working interest and NAMCOR, a Namibian state-owned entity, holds the remaining 10% interest in the license on a carried interest basis. The exploration period is 8 years and, unless extended, will terminate on August 22, 2029. In the event that an economically viable resource discovery is made at the licensed property, the Petroleum Agreement further entitles Elephant Oil to apply for and receive, subject to Namibian government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Namibia Ministry of Mines and Energy (the “NMME”).

Namibia has geology that is similar tectono-stratigraphically to prolific hydrocarbon regions on both sides of the Atlantic, including the Santos and the Campos basins in Brazil, the Kwanza basin in Angola, the Congo basin to the north, the Colorado basin in Argentina and the South Pelotas basin in Uruguay. According to “Basin Evolution, Configuration Styles, and Hydrocarbon Accumulation of the South Atlantic Conjugate Margins” by Z. Wen et al., 2019, a total of 111 giant oil and gas fields with recoverable reserves of nearly 260 billion barrels have been discovered along the South Atlantic. According to “Quester Advisors: Africa’s next oil and gas frontier awaits (Featuring ReconAfrica)” by Jenny Xenos, MBA, CFA April 2021, as of the date of this prospectus, 26 exploration and appraisal wells have been drilled offshore in Namibia and 12 wells onshore, which we believe represents a small portion of drilling density and available testing for hydrocarbon reserves.

In 2022, there have been several promising offshore oil discoveries in Namibia. On February4, 2022 Shell PLLC (NYSE: SHEL) had a major discovery in Namibia. NAMCOR, Shell Namibia Upstream B.V., and Qatar Energy, announced that the Graff-1 deep-water exploration well has made a discovery of light oil in both primary and secondary targets. The Graff-1 well has proved a working petroleum system for light oil in the Orange Basin, offshore Namibia, 270 km from the town of Oranjemund. Drilling operations commenced in early December 2021 and were safely completed in early February 2022. On February24, 2022 TotalEnergies SE (NYSE: TTE) had a major discovery. NAMCOR announced a major light oil and associated gas discovery on the Venus-1X prospect, located in block 2913B (PEL 56) in the Orange Basin, offshore southern Namibia. The Venus-1X discovery is located approximately 290 kilometres off the coast of Namibia, in the deep-water offshore exploration block. The well was drilled to a total depth of 6,296 metres, by the Maersk Voyager drillship, and encountered a high-quality, light oil-bearing sandstone reservoir of Lower Cretaceous age. We believe these recent discoveries will make Namibia one of Africa’s centres of oil and gas operations in the coming years.

In the short term, we are immediately focused on onshore activities. Reconnaissance Energy Africa Ltd. (“ReconAfrica”) has announced onshore drilling in a block Namibia in April and June of 2021 and future drilling as well as seismic studies in the Kavango Basin. According to a September 2021 study performed by Netherland Sewell & Associates, five potential oil and gas reservoir rock zones have been identified in the Kavango Basin. We have targeted a block adjacent to the south of ReconAfrica’s block in the Kavango Basin where the drilling and seismic studies have taken place as where we will be conducting our onshore activities. For further details on anticipated expenditures related to these plans, see “Use of Proceeds” contained elsewhere in this prospectus.

Our Strategy

We believe that we will be able to achieve our primary business objective of creating value for our shareholders by executing on the following strategies:

•        In the next four years, we are focused on:

•        Moving forward on our exploration program, including mobilizing a drilling rig in 2022, followed by drilling two oil wells onshore in Benin, on what we believe to be attractive identified leads in Block B. We will also continue to complete survey work in 2023 through 2025 to identify additional structures in Block B for future drilling.

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Map of Benin & Namibia

Map of “Block B” in Benin

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Map of “Block 1919” in Namibia

•        In Namibia, we will begin exploration by performing surveys on shore, which we anticipate will lead to future drilling. Given the tremendous recent success from multiple operators in Namibia, we may decide to increase our pace of exploration activity.

•        We are focused on the acquisition, exploration, appraisal and development of existing and new opportunities in Africa, including identifying, capturing and testing additional high-potential prospects to grow resources and develop reserves with an aim of generating net asset value and delivering returns to our shareholders.

•        We are led by an experienced management team with an average experience in the energy industry of over 12 years.

•        Elephant Oil actively engages with local communities and partners to ensure a strong environmental, social & governance (“ESG”) policy, including:

•        Donating numerous supplies and building schools in Benin.

•        Completing rigorous Environmental Social Impact assessment prior to work in the field.

Our Team

We are led by a team of individuals with experience in the oil and gas sector, particularly in the area of conducting oil exploration and production activities, and officers and directors have an average of 24 years of experience. In addition, each of our three non-employee directors has an educational background in geological science, which we believe will aid our ability to manage and grow our operations. Further, we have a team of five technical specialists, who have expertise in geology, drilling, and international oil and gas operations, who will assist us in our endeavours.

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Corporate Structure

Immediately after the consummation of this offering, we will file a Registration Statement on Form S-8 to register restricted stock and options to purchase stock issuable to certain of our executive officers, directors and employees under the 2021 Incentive Plan (the “2021 Incentive Plan” or “Plan”). The Plan provides for the grant of non-qualified stock options (“NQSOs”), incentive stock options (“ISOs”), restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, stock appreciation rights, and other forms of stock based compensation. These restricted shares and options will be subject to certain vesting conditions. For a complete description of these transactions, please see the sections “Executive Compensation — 2021 Incentive Plan” in this prospectus.

The Company currently has the following wholly-owned subsidiaries which perform the following functions — Elephant Oil Limited functions as our holding company and Elephant Oil Benin SA functions as our local subsidiary handling all operations in Benin.

Name of Subsidiary	Jurisdiction of Incorporation	Date of Incorporation
Elephant Oil Limited	United Kingdom	January 14, 2013
Elephant Oil Benin SA	Benin	July 6, 2014

Summary of Risk Factors

Investing in our Common Stock or Warrants involves risks. In addition, our business and operations are subject to a number of risks, which you should be aware of prior to making a decision to invest in our Common Stock or Warrants. These risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary. Below is a summary of these risks.

Risks Relating to Our Business

•        Our business and operations may be adversely affected by the COVID-19 pandemic and may be adversely affected by other similar outbreaks.

•        We have no proved reserves and areas that we decide to drill may not yield oil and natural gas in commercial quantities or quality, or at all.

•        We face substantial uncertainties in estimating the characteristics of our prospects, so you should not place undue reliance on any of our measures.

•        Drilling wells are speculative, often involving significant costs that may be more than our estimates, and may not result in any discoveries or additions to our future production or future reserves. Any material inaccuracies in drilling costs, estimates or underlying assumptions will materially affect our business.

•        Our identified future drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

•        The oil and gas industry, including the acquisition of exploratory licenses in Africa, is intensely competitive and many of our competitors possess and employ substantially greater resources than us.

•        Under the terms of our various license agreements, we are contractually obligated to drill wells and declare any discoveries in order to retain exploration and production rights. In the competitive market for our license areas, failure to declare any discoveries and thereby establish development areas may result in substantial license renewal costs or loss of our interests in the undeveloped parts of our license areas, which may include certain of our prospects.

•        We have been an exploration stage entity and our future performance is uncertain.

•        We are dependent on certain members of our management and technical team.

•        Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, which may in turn limit our ability to develop our exploration, appraisal, development and production activities.

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•        A substantial or extended decline in both global and local oil and natural gas prices may adversely affect our business, financial condition and results of operations.

•        We may not be able to commercialize our interests in any natural gas produced from our license areas in Africa.

•        Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets or delay any future oil and natural gas production.

•        We are subject to numerous risks inherent to the exploration and production of oil and natural gas.

•        We are subject to drilling and other operational environmental hazards.

•        The development schedule of oil and natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and oilfield services, is subject to delays and cost overruns.

•        Our licenses are in Africa, which subjects us to an increased risk of loss of revenue or curtailment of future production from factors specifically affecting Africa.

•        Our future operations may be adversely affected by political and economic circumstances in the countries in which we operate.

•        The oil and gas industry, including the acquisition of exploratory licenses in Africa, is intensely competitive and many of our competitors possess and employ substantially greater resources than us.

•        Participants in the oil and gas industry are subject to numerous laws that can affect the cost, manner or feasibility of doing business.

•        We and our operations are subject to numerous environmental, health and safety regulations which may result in material liabilities and costs.

•        We may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws, and any determination that we violated the FCPA or other such laws could have a material adverse effect on our business.

•        We may incur substantial losses and become subject to liability claims as a result of future oil and natural gas operations, for which we may not have adequate insurance coverage.

•        We may be subject to risks in connection with acquisitions and the integration of significant acquisitions may be difficult.

•        If we fail to realize the anticipated benefits of a significant acquisition, our results of operations may be adversely affected.

•        The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.

•        We are a U.S.-based multinational company subject to tax in the U.S. and multiple foreign tax jurisdictions, and it is possible that our tax positions may be challenged by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes.

Risks Relating to This Offering

•        An active and liquid trading market for our Common Stock may not develop.

•        Our share price may be volatile, and purchasers of our Common Stock could incur substantial losses.

•        A substantial portion of our total issued and outstanding shares of Common Stock may be sold into the market at any time. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.

•        The concentration of our share capital ownership among our largest shareholders, and their affiliates, will limit your ability to influence corporate matters.

6

•        Certain of our executive officers and directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

•        For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

•        If you purchase our Common Stock in this offering, you will suffer immediate and substantial dilution of your investment.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or JOBS Act. As an “emerging growth company” we may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•        the option to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus;

•        not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

•        not being required to comply with any requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•        reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if any of the following events occur prior to the end of such five-year period, (i) our annual gross revenue exceeds $1.07 billion, (ii) we issue more than $1.0 billion of non-convertible debt in any three-year period, or (iii) we become a “large accelerated filer,” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), we will cease to be an emerging growth company prior to the end of such five-year period. We will be deemed to be a “large accelerated filer” at such time that we (a) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months and (c) have filed at least one annual report pursuant to the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period.

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Corporate Information

We were formed as a Nevada corporation in March 2021. In April 2021, we acquired Elephant Oil Limited (UK), an oil and gas exploration company focused on under-explored areas in onshore West Africa founded in 2013. Our principal executive offices are located at Pennzoil Place, 700 Milam, Suite 1300, Houston, TX 77002 and our telephone number is (832) 871-5050. Our website address is http://elephant-oil.com. The information contained in, or accessible through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

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The Offering

Securities offered by us	$20,000,000 of Units (or $23,000,000 of Units if the underwriters exercise the over-allotment option to purchase additional Units in full), each Unit consisting of one share of Common Stock and one Warrant to purchase one share of Common Stock at an exercise price of $            , equal to 125% of the initial public offering price, which will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The Common Stock and Warrants that are part of the Units are immediately separable and will be issued separately in this offering.
Warrants offered by us	Up to              Warrants to purchase up to              shares of Common Stock. Each share of Common Stock is being sold together with one Warrant to purchase one share of Common Stock. Each whole share exercisable pursuant to the Warrants will have an exercise price of $             per share equal to 125% of the initial public offering price, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. Warrants may be exercised only for a whole number of Common Stock. The shares of Common Stock and Warrants are immediately separable and will be issued separately, but must be purchased together in this offering as Units. This prospectus also relates to the offering of the Common Stock issuable upon exercise of the Warrants.
Shares outstanding immediately before the offering:	12,603,310shares of Common Stock.
Over-allotment option	We have granted to the underwriters a 45-day option to purchase from us up to an additional 15% of the shares of Common Stock and/or Warrants sold in the offering in any combination thereof, solely to cover over-allotments, if any, at the initial public offering price, less the underwriting discounts.
Common stock to be outstanding after this offering	shares of Common Stock, which includes the Units sold in this offering (excludes _ shares issuable upon exercise of the Warrants sold in this offering and any securities that would be issued if the underwriters exercise their over-allotment option in full).
Use of proceeds	We estimate that the net proceeds from this offering will be approximately $            million (or approximately $            million if the underwriters exercise their over-allotment option in full), based on an assumed initial public offering price of $            per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering for oil and drilling activities (including exploration and production operations), and for working capital and other general corporate purposes. For a more complete description of our intended use of the proceeds from this offering, see “Use of Proceeds.”
Representative’s Warrants	Upon the closing of this offering, we have agreed to issue to EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters, or its designees, warrants that will be exercisable for the period commencing six months from the effective date of this offering and expiring four and a half years from the effective date of the offering, entitling the representative to purchase 5% of the number of shares of Common Stock sold in this offering. The registration statement of which this prospectus is a part also covers the representative’s warrants and the Common Stock issuable upon the exercise thereof. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

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Lock-up agreements	We and our executive officers, directors and stockholders have agreed with the underwriters not to sell, transfer or dispose of any Common Stock or similar securities for 180 days after the date of this prospectus. For additional information regarding our arrangement with the underwriters, please see the section titled “Underwriting.”
Risk factors	You should read the section titled “Risk Factors” beginning on page 12 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.
Proposed Nasdaq Capital Market Symbols	We have applied to list our Common Stock and Warrants on The Nasdaq Capital Market under the symbol “ELEP” and “ELEPW,” respectively.

Immediately after the consummation of this offering, we will file a Registration Statement on Form S-8 to register restricted stock and options to purchase stock issuable to certain of our executive officers, directors and employees under the 2021 Incentive Plan (the “2021 Incentive Plan” or “Plan”). The Plan provides for the grant of non-qualified stock options (“NQSOs”), incentive stock options (“ISOs”), restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, stock appreciation rights, and other forms of stock based compensation. These restricted shares and options will be subject to certain vesting conditions. For a complete description of these transactions, please see the sections “Executive Compensation — 2021 Incentive Plan” in this prospectus.

The number of shares of our Common Stock to be outstanding after this offering is based on            shares of our Common Stock outstanding as of            , 2021 and excludes:

•        up toshares of Common Stock issuable upon exercise of NQSOs, ISOs, RSUs, unrestricted stock awards, stock appreciation rights, and other forms of stock based compensation which we intend to grant to our employees and directors under the 2021 Incentive Plan, pursuant to a Registration Statement on Form S-8 to be filed immediately after the consummation of this offering, at an exercise price equal to the offering price of the shares in this offering, or $per share;

•        up toshares of Common Stock issuable upon exercise of Warrants included in the Units being offered in this offering; and

•        up toshares of Common Stock issuable upon exercise of the Representative’s Warrants issued in connection with this offering.

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SUMMARY FINANCIAL DATA

The following tables set forth our summary financial data for the periods indicated. We have derived the statements of operations data for the years ended June 30, 2021 and 2020, and the balance sheet data as of June 30, 2020 and 2021, from our audited financial statements included elsewhere in this prospectus. The balance sheet and statement of operations data as of and for the six months ended December 31, 2021 (unaudited) are derived from our unaudited financial statements included elsewhere in this prospectus. We have prepared the unaudited financial statements on the same basis as the audited financial statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to state fairly the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that should be expected for any future period. You should read the following summary financial data together with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

	As of June 30,						Six Months Ended December 31, 2021			Six Months Ended December 31, 2020
	2021			2020
	(Audited)			(Audited)			(Unaudited)			(Unaudited)
Revenue	$	—		$	—		$	—		$	—
Operating expenses:
Exploration expense		98,352			83,182			17,929			—
Selling, general and administrative		77,854			8,332			1,862,417			76,562
Total operating expenses		176,206			91,514			1,880,346			76,562
Loss from operations		(176,206	)		(91,514	)		(1,880,346	)		(76,562	)
Other (expense)		(50,312	)		(47,133	)		(5,167	)		(24,397	)
Loss before income taxes		(226,518	)		(138,647	)		(1,885,513	)		(100,959	)
Provision for income taxes		—			—			—			—
Net loss	$	(226,518	)	$	(138,647	)	$	(1,885,513	)	$	(100,959	)
Weighted-average Common Stock outstanding, basic and diluted		9,015,963			7,739,394			11,914,746			7,739,394
Basic and diluted net loss per Common Stock	$	(0.03	)	$	(0.02	)	$	(0.16	)	$	(.01	)

	As of June 30, 2021			As of December 31, 2021
	Actual			Actual			As Adjusted(1)(2)
				(Unaudited)
Balance Sheet Data:
Cash	$	334,344		$	8,707
Working capital(3)	$	(466,964	)	$	221,506
Total assets	$	2,761,984		$	3,206,097
Total liabilities	$	1,817,262		$	1,376,383
Accumulated deficit	$	(1,725,907	)	$	(3,611,420	)
Total equity	$	944,722		$	1,829,714

____________

(1)      The as adjusted balance sheet data gives effect to the issuance and sale of shares of Common Stock in this offering at an assumed initial public offering price of $            per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)      Each $1.00 increase (decrease) in the assumed initial public offering price of $            per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) as adjusted cash and cash equivalents, working capital, total assets, and total equity by $            million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 Units in the number of Units offered by us at the assumed initial public offering price, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us would increase (decrease) as adjusted cash and cash equivalents, working capital, total assets, and total equity by $            million. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing.

(3)      We define working capital as current assets less current liabilities.

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RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our securitiescould decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below. For a summary of these risk factors, please see “Summary of Risk Factors” in the section titled “Prospectus Summary” beginning on page 1 of this prospectus.

Risks Relating to Our Business

Our business and operations may be adversely affected by the COVID-19 pandemic and may be adversely affected by other similar outbreaks.

As a result of the COVID-19 pandemic or other adverse public health developments, including voluntary and mandatory quarantines, travel restrictions, and other restrictions, our operations, may experience delays or disruptions and temporary suspensions of operations. In addition, our financial condition and results of operations may be adversely affected by the COVID-19 pandemic.

The timeline and potential magnitude of the COVID-19 outbreak are currently unknown. The continuation or amplification of this coronavirus could continue to more broadly affect the United States and global economy, including our business and operations, and the demand for oil and gas. For example, the outbreak of coronavirus has resulted in a widespread health crisis that will adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect our operating results. Other contagious diseases in the human population could have similar adverse effects. In addition, the effects of COVID-19 and concerns regarding its global spread have recently negatively impacted the domestic and international demand for crude oil and natural gas, which has contributed to price volatility, impacted the price we receive for oil and natural gas, and has materially and adversely affected the demand for and marketability of production, and is anticipated to continue to adversely affect the same for the foreseeable future. As the potential impact from COVID-19 is difficult to predict, the extent to which it will negatively affect our operating results, or the duration of any potential business disruption is uncertain. The magnitude and duration of any impact will depend on future developments and new information that may emerge regarding the severity and duration of COVID-19 and the actions taken by authorities to contain it or treat its impact, all of which are beyond our control. These potential impacts might negatively affect our operations along with other factors, including potential further decreases in, or prolonged periods of decreased pricing in, oil and gas, and the possible continued decline in global demand for oil and gas.

We have no proved reserves and areas that we decide to drill may not yield oil and natural gas in commercial quantities or quality, or at all.

We have no proved reserves. The entirety of our oil and natural gas portfolio consists of identified yet unproven prospects based on available seismic and geological information that indicates the potential presence of hydrocarbons. However, the areas we decide to drill may not yield oil or natural gas in commercial quantities or quality, or at all. Most of our current prospects are in various stages of evaluation that will require substantial additional analysis and interpretation. Even when properly used and interpreted, 2D and 3D seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those structures. Accordingly, we do not know if any of our prospects will contain oil or natural gas or contain oil or natural gas in sufficient quantities or quality to recover drilling and completion costs or to be economically viable. Even if oil or natural gas is found on our prospects in commercial quantities, construction costs of gathering lines, and transportation costs may prevent such discoveries or prospects from being economically viable, and approval of plans of development (“PoDs”) by various regulatory authorities, a necessary step in order to designate a discovery as “commercial,” may not be forthcoming. Additionally, the analogies drawn by us using available data from other wells, more fully explored discoveries or producing fields may not prove valid with respect to our drilling prospects. We may terminate our drilling program for a discovery or

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prospect if data, information, studies and previous reports indicate that the possible development of a discovery or prospect is not commercially viable and, therefore, does not merit further investment. If a significant number of our discoveries or prospects do not prove to be successful, our business, financial condition and results of operations will be materially adversely affected.

Block B in Benin is an area in which we focus a substantial amount of our exploration efforts. We currently do not have reserves and we may not be successful in developing commercially viable production from Block B or any other discoveries and prospects in Benin. “Block 1919” in Namibia is a newly acquired license that will require substantial amount of exploration, efforts, prior to knowing the potential economic viability for future hydrocarbon production. We currently do not have reserves and we may not be successful in developing commercially viable production from Block 1919 or any other discoveries and prospects in Namibia.

We face substantial uncertainties in estimating the characteristics of our prospects, so you should not place undue reliance on any of our measures.

In this prospectus, we may provide numerical and other measures of the characteristics, including with regard to size and quality, of our prospects. These measures may be incorrect, as the accuracy of these measures is a function of available data, geological interpretation and judgment. To date, none of our prospects have been drilled. Any analogies drawn by us from other wells, discoveries or producing fields may not prove to be accurate indicators of the success of developing reserves from our discoveries and prospects. Furthermore, we have no way of evaluating the accuracy of the data from analog wells or prospects produced by other parties, which we may use.

It is possible that few or none of our wells to be drilled in the future will find accumulations of hydrocarbons in commercial quality or quantity. Any significant variance between actual results and our assumptions could materially affect the quantities of hydrocarbons attributable to any particular prospect.

Drilling wells are speculative, often involving significant costs that may be more than our estimates, and may not result in any discoveries or additions to our future production or future reserves. Any material inaccuracies in drilling costs, estimates or underlying assumptions will materially affect our business.

Exploring for and developing hydrocarbon reserves involves a high degree of operational and financial risk, which precludes definitive statements as to the time required and costs involved in reaching certain objectives. The budgeted costs of planning, drilling, completing and operating wells are often exceeded and can increase significantly when drilling costs rise due to a tightening in the supply of various types of oilfield equipment and related services or unanticipated geologic conditions. Before a well is spud, we incur significant geological and geophysical (seismic) costs, which are incurred whether a well eventually produces commercial quantities of hydrocarbons, or is drilled at all. Drilling may be unsuccessful for many reasons, including geologic conditions, weather, cost overruns, equipment shortages and mechanical difficulties. Exploratory wells bear a much greater risk of loss than development wells. Furthermore, the successful drilling of a well does not necessarily result in the commercially viable development of a field. A variety of factors, including geologic and market-related, can cause a field to become uneconomic or only marginally economic. All of our prospects will require significant additional exploration and development, regulatory approval and commitments of resources prior to commercial development. The successful drilling of a single well may not be indicative of the potential for the development of a commercially viable field. In Africa, we face higher above-ground risks necessitating higher expected returns, the requirement for increased capital expenditures due to a general lack of infrastructure and underdeveloped oil and gas industries, and increased transportation expenses due to geographic remoteness, which either require a single well to be exceptionally productive, or the existence of multiple successful wells, to allow for the development of a commercially viable field. See “— Our future operations may be adversely affected by political and economic circumstances in the countries in which we operate.” Furthermore, if our actual drilling and development costs are significantly more than our estimated costs, we may not be able to continue our business operations as proposed and would be forced to modify our PoD.

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Our identified future drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

Our management team has identified and scheduled future drilling locations on our license areas over a multi-year period. Our ability to drill and develop these locations depends on a number of factors, including the availability of equipment and capital, approval by block regulators, seasonal conditions, oil prices, assessment of risks, costs and drilling results. The final determination on whether to drill any of these locations will be dependent upon the factors described elsewhere in this prospectus. Because of these uncertainties, we do not know if the drilling locations we have identified will be drilled within our expected timeframe or at all or if we will be able to economically produce hydrocarbons from these or any other potential drilling locations. As such, our actual drilling activities may be materially different from our current expectations, which could adversely affect our results of operations and financial condition.

The oil and gas industry, including the acquisition of exploratory licenses in Africa, is intensely competitive and many of our competitors possess and employ substantially greater resources than us.

The international oil and gas industry, including in Africa, is highly competitive in all aspects, including the exploration for, and the development of, new license areas. We operate in a highly competitive environment for acquiring exploratory licenses and hiring and retaining trained personnel. Many of our competitors possess and employ financial, technical and personnel resources substantially greater than us, which can be particularly important in the areas in which we operate. These companies may be better able to withstand the financial pressures of unsuccessful drill attempts, sustained periods of volatility in financial markets and generally adverse global and industry-wide economic conditions, and may be better able to absorb the burdens resulting from changes in relevant laws and regulations, which would adversely affect our competitive position. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable licenses and to consummate transactions in a highly competitive environment. Also, there is substantial competition for available capital for investment in the oil and gas industry. As a result of these and other factors, we may not be able to compete successfully in an intensely competitive industry, which could cause a material adverse effect on our results of operations and financial condition.

Under the terms of our various license agreements, we are contractually obligated to drill wells and declare any discoveries in order to retain exploration and production rights. In the competitive market for our license areas, failure to declare any discoveries and thereby establish development areas may result in substantial license renewal costs or loss of our interests in the undeveloped parts of our license areas, which may include certain of our prospects.

In order to protect our exploration and production rights in our license areas, we must meet various drilling and declaration requirements. In general, unless we make and declare discoveries within certain time periods specified in our various petroleum agreements and licenses, our interests in the undeveloped parts of our license areas may lapse. While we expect that our current drilling schedule will enable us to retain the rights to develop the prospects we have identified in this prospectus under the agreements currently in place, or the agreements expected to be entered into in the near future, should they yield discoveries, we cannot assure you that we will not face delays in drilling these prospects or otherwise have to relinquish these prospects. The costs to maintain licenses over such areas may fluctuate and may increase significantly since the original term, and we may not be able to renew or extend such licenses on commercially reasonable terms or at all. Our actual future drilling activities may therefore materially differ from our current expectations, which could adversely affect our business.

Regarding our license in Benin, the Production Sharing Agreement, and the subsequent New Production Sharing Agreement which is anticipated to be signed in the next four to five weeks (but there can be no assurance that it will be signed in this time frame, or at all), both cover Block B and include three exploration phases covering nine years, from their respective effective dates. The production periods are for up to 25 years and can be extended an additional 10 years.

Regarding our license in Namibia, the Petroleum Agreement for onshore Block 1919 includes three exploration phases covering eight years, from its effective date. The production period is for 25 years and can be extended an additional 10 years.

For each of these license areas, we cannot assure you that any renewals or extensions will be granted or whether any new agreements will be available on commercially reasonable terms, or, in some cases, at all.

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We have been an exploration stage entity and our future performance is uncertain.

We have been an exploration stage entity and will continue to be so until we generate revenue. Exploration stage entities face substantial business risks and may suffer significant losses. We have generated substantial net losses and negative cash flows from operating activities since our inception and expect to continue to incur substantial net losses as we continue our exploration and appraisal program. We face challenges and uncertainties in financial planning as a result of the unavailability of historical data and uncertainties regarding the nature, scope and results of our future activities. As a new public company, we will need to develop additional business relationships, establish additional operating procedures, hire additional staff, and take other measures necessary to conduct our intended business activities. We may not be successful in implementing our business strategies or in completing the development of the facilities necessary to conduct our business as planned. In the event that one or more of our drilling programs is not completed, is delayed or terminated, our operating results will be adversely affected and our operations will differ materially from the activities described in this prospectus. There are uncertainties surrounding our future business operations which must be navigated if we transition from a exploration stage entity and commence generating revenues, some of which may cause a material adverse effect on our results of operations and financial condition.

We are dependent on certain members of our management and technical team.

Investors in our Common Stock and Warrants must rely upon the ability, expertise, judgment and discretion of our management and the success of our technical team in identifying, discovering, evaluating and developing reserves. Our performance and success are dependent, in part, upon key members of our management and technical team, and their loss or departure could be detrimental to our future success. In making a decision to invest in our Common Stock and Warrants, you must be willing to rely to a significant extent on our management’s discretion and judgment. A significant amount of the pre-offering interests in our Company held by members of our management and technical team will be vested at the time of this offering. While a new equity incentive plan will be in place following this offering, there can be no assurance that our management and technical team will remain in place. The loss of any of our management and technical team members could have a material adverse effect on our results of operations and financial condition, as well as on the market price of our Common Stock and Warrants. See “Management.”

Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, which may in turn limit our ability to develop our exploration, appraisal, development and production activities.

We expect our capital outlays and operating expenditures to be substantial over the next several years as we expand our operations. Obtaining seismic data, as well as exploration, appraisal, development and production activities entail considerable costs, and we expect that we will need to raise substantial additional capital, through future private or public equity offerings, strategic alliances or debt financing.

Our future capital requirements will depend on many factors, including:

•        the scope, rate of progress and cost of our exploration, appraisal, development and production activities;

•        oil and natural gas prices;

•        our ability to locate and acquire hydrocarbon reserves;

•        our ability to produce oil or natural gas from those reserves;

•        the terms and timing of any drilling and other production-related arrangements that we may enter into;

•        the cost and timing of governmental approvals and/or concessions; and

•        the effects of competition by larger companies operating in the oil and gas industry.

While we believe our operations, upon the consummation of this offering, will be adequately funded through the initial exploration phase on each license, additional financing may not be available on favorable terms, or at all. Even if we succeed in selling additional securities to raise funds, at such time the ownership percentage of our existing shareholders would be diluted, and new investors may demand rights, preferences or privileges senior to those of

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existing shareholders. If we raise additional capital through debt financing, the financing may involve covenants that restrict our business activities. If we choose to farm-out interests in our licenses, we may lose operating control or influence over such license areas.

Assuming we are able to commence exploration, appraisal, development and production activities or successfully exploit our licenses during the exploratory term, our interests in our licenses (or the development/production area of such licenses as they existed at that time, as applicable) would extend beyond such term for a fixed period or life of production, depending on the jurisdiction. If we are unable to meet our well commitments and/or declare development of the prospective areas of our licenses during this time, we may be subject to significant potential forfeiture of all or part of the relevant license interests. If we are not successful in raising additional capital, we may be unable to continue our future exploration and production activities or successfully exploit our license areas, and we may lose the rights to develop these areas upon the expiration of exploratory terms.

A substantial or extended decline in both global and local oil and natural gas prices may adversely affect our business, financial condition and results of operations.

The prices that we will receive for our oil and natural gas will significantly affect our revenue, profitability, access to capital and future growth rate. Historically, the oil and natural gas markets have been volatile and will likely continue to be volatile in the future. The prices that we will receive for our future production and the levels of our future production depend on numerous factors. These factors include, but are not limited to, the following:

•        changes in supply and demand for oil and natural gas;

•        the actions of the Organization of the Petroleum Exporting Countries (“OPEC”);

•        speculation as to the future price of oil and natural gas and the speculative trading of oil and natural gas futures contracts;

•        global economic conditions;

•        political and economic conditions, including embargoes in oil-producing countries or affecting other oil-producing activities, particularly in the Middle East, Africa, Russia and South America;

•        the continued threat of terrorism and the impact of military and other action, including U.S. military operations in the Middle East;

•        the level of global oil and natural gas exploration and production activity;

•        the level of global oil inventories and oil refining capacities;

•        weather conditions and natural disasters;

•        technological advances affecting energy consumption;

•        governmental regulations and taxation policies;

•        proximity and capacity of transportation facilities;

•        the price and availability of competitors’ supplies of oil and natural gas; and

•        the price and availability of alternative fuels.

Lower oil prices may not only decrease our revenues on a per share basis but also may reduce the amount of oil that we can produce economically. A substantial or extended decline in oil and natural gas prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

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We may not be able to commercialize our interests in any natural gas produced from our license areas in Africa.

The development of the market for natural gas in Africa is in its early stages. Currently the infrastructure to transport and process natural gas on commercial terms is limited and the expenses associated with constructing such infrastructure ourselves may not be commercially viable given local prices currently paid for natural gas. Accordingly, there may be limited or no value derived from any natural gas produced from our African license areas.

Unless we replace our oil reserves, our reserves and production will decline over time. Our business is dependent on our continued successful identification of productive fields and prospects and the identified locations in which we drill in the future may not yield oil or natural gas in commercial quantities.

Production from oil properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Accordingly, our current proved reserves will decline as these reserves are produced. Our future oil reserves and production, and therefore our cash flows and income, are highly dependent on our success in efficiently developing our current reserves and economically finding or acquiring additional recoverable reserves. While we have had success in identifying and developing commercially exploitable deposits and drilling locations in the past, we may be unable to replicate that success in the future. We may not identify any more commercially exploitable deposits or successfully drill, complete or produce more oil reserves, and the wells which we have drilled and currently plan to drill within our blocks or concession areas may not discover or produce any further oil or gas or may not discover or produce additional commercially viable quantities of oil or gas to enable us to continue to operate profitably. If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations will be materially adversely affected.

Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets or delay our future oil and natural gas production.

Our ability to market our future oil production will depend substantially on the availability and capacity of processing facilities, oil tankers and other infrastructure. Our failure to obtain such facilities on acceptable terms could materially harm our business. We will also rely on access to drilling rigs suitable for the environment in which we operate. The delivery of drilling rigs may be delayed or cancelled, and we may not be able to gain access to suitable rigs. We may be required to shut in oil wells because of the absence of a market or because access to processing facilities may be limited or unavailable. If that were to occur, then we would be unable to realize revenue from those wells until arrangements were made to deliver the production to market, which could cause a material adverse effect on our financial condition and results of operations.

Additionally, the exploitation and sale of associated and non-associated natural gas and liquids will be subject to timely commercial processing and marketing of these products, which depends on the contracting, financing, building and operating of infrastructure by third parties.

We are subject to numerous risks inherent to the exploration and production of oil and natural gas.

Oil and natural gas exploration and future production activities involve many risks that a combination of experience, knowledge and interpretation may not be able to overcome. Our future will depend on the success of our exploration and future production activities and on the development of infrastructure that will allow us to take advantage of our discoveries. As a result, our oil and natural gas exploration and future production activities are subject to numerous risks, including the risk that drilling will not result in commercially viable oil and natural gas production. Our decisions to purchase, explore or develop discoveries, prospects or licenses will depend in part on the evaluation of seismic data through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations.

Furthermore, the marketability of expected oil and natural gas production from any future discoveries and prospects will also be affected by numerous factors. These factors include, but are not limited to, market fluctuations of prices, proximity, capacity and availability of processing facilities, transportation vehicles and pipelines, equipment availability and government regulations (including, without limitation, regulations relating to prices, taxes, royalties, allowable production, domestic supply requirements, importing and exporting of oil and natural gas, environmental protection and climate change). The effect of these factors, individually or jointly, may result in us not receiving an adequate return on invested capital.

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In the event that our currently undeveloped discoveries and prospects are developed and become operational, they may not produce oil and natural gas in commercial quantities or at the costs anticipated, and our projects may cease production, in part or entirely, in certain circumstances. Discoveries may become uneconomic as a result of an increase in operating costs to produce oil and natural gas. Our actual operating costs may differ materially from our current estimates. Moreover, it is possible that other developments, such as increasingly strict environmental, climate change, health and safety laws and regulations and enforcement policies thereunder and claims for damages to property or persons resulting from our operations, could result in substantial costs and liabilities, delays, an inability to complete the development of our discoveries or the abandonment of such discoveries, which could cause a material adverse effect on our financial condition and results of operations.

We are subject to drilling and other operational environmental hazards.

The oil and natural gas business involves a variety of operating risks, including, but not limited to:

•        fires, blowouts, spills, cratering and explosions;

•        mechanical and equipment problems, including unforeseen engineering complications;

•        uncontrolled flows or leaks of oil, well fluids, natural gas, brine, toxic gas or other pollution;

•        gas flaring operations;

•        formations with abnormal pressures;

•        pollution, other environmental risks, and geological problems; and

•        weather conditions and natural disasters.

The development schedule of oil and natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and oilfield services, is subject to delays and cost overruns.

Historically, some oil and natural gas development projects have experienced delays and capital cost increases and overruns due to, among other factors, the unavailability or high cost of drilling rigs and other essential equipment, supplies, personnel and oilfield services. To the extent we locate commercially viable reserves through our exploration activities, the cost to develop our projects will not have been fixed and will remain dependent upon a number of factors, including the completion of detailed cost estimates and final engineering, contracting and procurement costs. Our construction and operation schedules may not proceed as planned and may experience delays or cost overruns. Any delays may increase the costs of the projects, requiring additional capital, and such capital may not be available in a timely and cost-effective fashion.

Our licenses are in Africa, which subjects us to an increased risk of loss of revenue or curtailment of production from factors specifically affecting Africa.

Our current exploration licenses are in Africa. Our licenses could be affected should such region experience any of the following factors (among others):

•        severe weather or natural disasters or other acts of God;

•        delays or decreases in production, the availability of equipment, facilities, personnel or services;

•        delays or decreases in the availability of capacity to transport, gather or process production; or

•        military conflicts.

For example, oil and natural gas operations in Africa may be subject to higher political and security risks than those operations under the sovereignty of the United States. We plan to maintain insurance coverage for only a portion of risks we face from doing business in these regions. There also may be certain risks covered by insurance where the policy does not reimburse us for all of the costs related to a loss.

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Our future operations may be adversely affected by political and economic circumstances in the countries in which we operate.

Oil and natural gas exploration, development and future production activities are subject to political and economic uncertainties (including but not limited to changes in energy policies or the personnel administering them), changes in laws and policies governing operations of foreign based companies, expropriation of property, cancellation or modification of contract rights, revocation of consents or approvals, obtaining various approvals from regulators, foreign exchange restrictions, currency fluctuations, royalty increases and other risks arising out of foreign governmental sovereignty, as well as risks of loss due to civil strife, acts of war, guerrilla activities, terrorism, acts of sabotage, territorial disputes and insurrection. In addition, we are subject both to uncertainties in the application of the tax laws in the countries in which we operate and to possible changes in such tax laws (or the application thereof), each of which could result in an increase in our tax liabilities. These risks may be higher in the developing countries in which we conduct our activities.

Our operations in these areas increase our exposure to risks of war, local economic conditions, political disruption, civil disturbance, expropriation, piracy, tribal conflicts and governmental policies that may:

•        disrupt our operations;

•        require us to incur greater costs for security;

•        restrict the movement of funds or limit repatriation of profits;

•        lead to U.S. government or international sanctions; or

•        limit access to markets for periods of time.

Some countries in Africa have experienced political instability in the past. Disruptions may occur in the future, and losses caused by these disruptions may occur that will not be covered by insurance. Consequently, our Africa exploration, development and production activities may be substantially affected by factors which could have a material adverse effect on our results of operations and financial condition. Furthermore, in the event of a dispute arising from non-U.S. operations, we may be subject to the exclusive jurisdiction of courts outside the United States or may not be successful in subjecting non-U.S. persons to the jurisdiction of courts in the United States, which could adversely affect the outcome of such dispute.

Our operations may also be adversely affected by laws and policies of the jurisdictions, including Benin, Namibia, the United States, the United Kingdom, and other jurisdictions in which we do business, that affect foreign trade and taxation. Changes in any of these laws or policies or the implementation thereof, could materially and adversely affect our financial position, results of operations and cash flows.

The oil and gas industry, including the acquisition of exploratory licenses in Africa, is intensely competitive and many of our competitors possess and employ substantially greater resources than us.

The international oil and gas industry, including in Africa, is highly competitive in all aspects, including the exploration for, and the development of, new license areas. We operate in a highly competitive environment for acquiring exploratory licenses and hiring and retaining trained personnel. Many of our competitors possess and employ financial, technical and personnel resources substantially greater than us, which can be particularly important in the areas in which we operate. These companies may be better able to withstand the financial pressures of unsuccessful drill attempts, sustained periods of volatility in financial markets and generally adverse global and industry-wide economic conditions, and may be better able to absorb the burdens resulting from changes in relevant laws and regulations, which would adversely affect our competitive position. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable licenses and to consummate transactions in a highly competitive environment. Also, there is substantial competition for available capital for investment in the oil and gas industry. As a result of these and other factors, we may not be able to compete successfully in an intensely competitive industry, which could cause a material adverse effect on our results of operations and financial condition.

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Participants in the oil and gas industry are subject to numerous laws that can affect the cost, manner or feasibility of doing business.

Exploration and production activities in the oil and gas industry are subject to local laws and regulations. We may be required to make large expenditures to comply with governmental laws and regulations, particularly in respect of the following matters:

•        licenses for drilling operations;

•        tax increases, including retroactive claims;

•        unitization of oil accumulations;

•        local content requirements (including the mandatory use of local partners and vendors); and

•        environmental requirements and obligations, including remediation or investigation activities.

Under these and other laws and regulations, we could be liable for personal injuries, property damage and other types of damages. Failure to comply with these laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change, or their interpretations could change, in ways that could substantially increase our costs. These risks may be higher in the developing countries in which we conduct our operations, where there could be a lack of clarity or lack of consistency in the application of these laws and regulations. Any resulting liabilities, penalties, suspensions or terminations could have a material adverse effect on our financial condition and results of operations

The enforcement of laws in the African countries we operate in may depend on and be subject to the interpretation of the relevant local authority. Such authority may adopt an interpretation of an aspect of local law which differs from the advice given to us by local lawyers or even previous advice given by the local authority itself. Matters of local autonomy are extremely controversial in Africa, adding further uncertainty to the interpretation and application of the relevant legal and regulatory requirements. Furthermore, there is limited or no relevant case law providing guidance on how courts would interpret such laws and the application of such laws to its concessions, join operations, licenses, license applications or other arrangements. Even where such case law exists, it lacks the binding precedential value found in the U.S. legal system.

We and our operations are subject to numerous environmental, health and safety regulations which may result in material liabilities and costs.

We and our operations are subject to various international, foreign, federal, state and local environmental, health and safety laws and regulations governing, among other things, the emission and discharge of pollutants into the ground, air or water, the generation, storage, handling, use and transportation of regulated materials and the health and safety of our employees. We are required to obtain environmental permits from governmental authorities for our operations, including drilling permits for our wells. We have not been or may not be at all times in complete compliance with these permits and the environmental laws and regulations to which we are subject, and there is a risk that these laws and regulations could change in the future or become more stringent. If we violate or fail to comply with these laws, regulations or permits, we could be fined or otherwise sanctioned by regulators, including through the revocation of our permits or the suspension or termination of our operations. If we fail to obtain permits in a timely manner or at all (due to opposition from community or environmental interest groups, governmental delays or any other reasons), or if we face additional requirements imposed as a result of changes in or enactment of laws or regulations, such failure to obtain permits or such changes in or enactment of laws could impede or affect our operations, which could have a material adverse effect on our results of operations and financial condition.

We, as an interest owner or as the designated operator of certain of our current and future discoveries and prospects, could be held liable for some or all environmental, health and safety costs and liabilities arising out of our actions and omissions as well as those of our block partners, third-party contractors or other operators. To the extent we do not address these costs and liabilities or if we do not otherwise satisfy our obligations, our operations could be suspended or terminated. We have contracted with and intend to continue to hire third parties to perform services related to our operations. There is a risk that we may contract with third parties with unsatisfactory environmental, health and safety

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records or that our contractors may be unwilling or unable to cover any losses associated with their acts and omissions. Accordingly, we could be held liable for all costs and liabilities arising out of the acts or omissions of our contractors, which could have a material adverse effect on our results of operations and financial condition.

In both Namibia and Benin, there are environmental laws in place that impose certain requirements on petroleum license holders. In Namibia all license holders are required to submit an Environmental Impact Assessment (an “EIA”), a document prepared by an environmental specialist that assesses the potential environmental impact that oil and gas operations could have in the country, and an Environmental Management Plan, a detailed plan of action for a license holder that describes the steps it will take to mitigate any environmental impacts its operations may have, for approval before any seismic surveys or drilling activity can occur under a petroleum license. In addition, the NMME requires all petroleum license holders to undertake a course on the prevention of environmental damages while conducting petroleum-related operations and activities.

In Benin, a license holder under a production sharing agreement is required to undertake an EIA and be granted a certificate of environmental compliance by the Minister of Environment in before any seismic surveys or drilling activity is undertaken under the petroleum license. In addition, similar to in Namibia, it is regular practice for license holders in Benin to undertake a course on the prevention of environmental damages while conducting petroleum-related operations and activities.

We maintain insurance at levels that we believe are consistent with industry practices, but we are not fully insured against all risks. Our insurance may not cover any or all environmental claims that might arise from our future operations or at any of our license areas. If a significant accident or other event occurs and is not covered by insurance, such accident or event could have a material adverse effect on our results of operations and financial condition.

In addition, we expect continued and increasing attention to climate change issues. Various countries and regions have agreed to regulate emissions of greenhouse gases, including methane (a primary component of natural gas) and carbon dioxide (a by product of oil and natural gas combustion). The regulation of greenhouse gases and the physical impacts of climate change in the areas in which we, our customers and the end-users of our products operate could adversely impact our operations and the demand for our products.

Environmental, health and safety laws are complex, change frequently and have tended to become increasingly stringent over time. Our costs of complying with current and future climate change, environmental, health and safety laws, the actions or omissions of our block partners and third party contractors and our liabilities arising from releases of, or exposure to, regulated substances may adversely affect our results of operations and financial condition. See “Business — Environmental Matters.”

We may be exposed to liabilities under the FCPA and other anti-corruption laws, and any determination that we violated the FCPA or other such laws could have a material adverse effect on our business.

We are subject to the FCPA and other laws that prohibit improper payments or offers of payments to foreign government officials and political parties for the purpose of obtaining or retaining business. We do business and may do additional business in the future in countries and regions in which we may face, directly or indirectly, corrupt demands by officials. Although the company has implemented strict policies and training programs for its employees on such matters, we face the risk of unauthorized payments or offers of payments by one of our employees or consultants. Our existing safeguards and any future improvements may prove to be less than effective in preventing such unauthorized payments, and our employees and consultants may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the United States government may seek to hold us liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

We may incur substantial losses and become subject to liability claims as a result of future oil and natural gas operations, for which we may not have adequate insurance coverage.

We intend to maintain insurance against risks in the operation of the business we plan to develop and in amounts in which we believe to be reasonable. Such insurance, however, may contain exclusions and limitations on coverage. For example, we are not insured against political or terrorism risks. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition and results of operations.

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The ongoing conflict in Ukraine could negatively affect the price of oil.

On February24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets for securities and commodities, including oil. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of oil may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted. Impacts from the conflict and related events could have significant impact on our performance, and the value of an investment in our Common Stock may decline significantly.

We may be subject to risks in connection with acquisitions and the integration of significant acquisitions may be difficult.

We periodically evaluate acquisitions of prospects and licenses, reserves and other strategic transactions that appear to fit within our overall business strategy. The successful acquisition of these assets requires an assessment of several factors, including:

•        recoverable reserves;

•        future oil and natural gas prices and their appropriate differentials;

•        development and operating costs; and

•        potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject assets that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the assets to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. We may not be entitled to contractual indemnification for environmental liabilities and could acquire assets on an “as is” basis. Significant acquisitions and other strategic transactions may involve other risks, including:

•        diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions;

•        the challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with those of ours while carrying on our ongoing business;

•        difficulty associated with coordinating geographically separate organizations; and

•        the challenge of attracting and retaining personnel associated with acquired operations.

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our business. If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer.

If we fail to realize the anticipated benefits of a significant acquisition, our results of operations may be adversely affected.

The success of a significant acquisition will depend, in part, on our ability to realize anticipated growth opportunities from combining the acquired assets or operations with those of ours. Even if a combination is successful, it may not be possible to realize the full benefits we may expect in estimated proved reserves, production volume, cost savings from operating synergies or other benefits anticipated from an acquisition or realize these benefits within the expected time frame. Anticipated benefits of an acquisition may be offset by operating losses relating to changes in commodity prices, or in oil and gas industry conditions, or by risks and uncertainties relating to the exploratory prospects of the

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combined assets or operations, or an increase in operating or other costs or other difficulties, including the assumption of environmental or other liabilities in connection with the acquisition. If we fail to realize the benefits we anticipate from an acquisition, our results of operations may be adversely affected.

The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Complying with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems and resources, including management. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to disclose changes made in our internal control and procedures on a quarterly basis. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may also need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

These new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

By disclosing information in this prospectus and in future filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm our business.

Our effective tax rate could be materially adversely affected by several factors.

We are a U.S.-based multinational company subject to tax in the U.S. and multiple foreign tax jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be challenged by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes.

Tax laws are being re-examined and evaluated globally. New laws and interpretations of the law are taken into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities are increasingly scrutinizing the tax positions of companies. Many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development (OECD) and the European Commission, are actively considering changes to existing tax laws that, if enacted, could increase our tax

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obligations in countries where we do business. Moreover, if the U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

In addition, any significant changes enacted by the current U.S. presidential administration to the Code or specifically to the Tax Cuts and Jobs Act (“U.S. Tax Act”) enacted in 2017, or to regulatory guidance associated with the U.S. Tax Act, could materially adversely affect our effective tax rate.

Risks Relating to This Offering

An active and liquid trading market for our Common Stock and Warrants may not develop.

Prior to this offering, our Common Stock and Warrants were not traded on any market. An active and liquid trading market for our Common Stock and Warrants may not develop or be maintained after this offering. Liquid and active trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our common shares could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Common Stock and Warrants, you could lose a substantial part or all of your investment in our Common Stock and Warrants. The initial public offering price will be negotiated between us and representatives of the underwriters and may not be indicative of the market price of our Common Stock and Warrants after this offering. Consequently, you may not be able to sell our Common Stock and Warrants at prices equal to or greater than the price paid by you in the offering.

The price of our securities may be volatile, and purchasers of our Common Stock and Warrants could incur substantial losses.

Our share price may be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their Common Stock or Warrants at or above the initial public offering price. The market price for our Common Stock and Warrants may be influenced by many factors, including, but not limited to:

•        the price of oil and natural gas;

•        the success of our exploration and development operations, and the marketing of any oil and natural gas we produce;

•        regulatory developments in Benin, Namibia, the United States, the United Kingdom, and foreign countries where we operate;

•        the recruitment or departure of key personnel;

•        quarterly or annual variations in our financial results or those of companies that are perceived to be similar to us;

•        market conditions in the industries in which we compete and issuance of new or changed securities;

•        analysts’ reports or recommendations;

•        the failure of securities analysts to cover our Common Stock and Warrants after this offering or changes in financial estimates by analysts;

•        the inability to meet the financial estimates of analysts who follow our Common Stock and Warrants;

•        the issuance of any additional securities of ours;

•        investor perception of our company and of the industry in which we compete; and

•        general economic, political and market conditions.

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A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our Common Stock and Warrants to drop significantly, even if our business is doing well.

All of the Common Stock and Warrants being sold in this offering will be freely tradable without restrictions or further registration under the federal securities laws, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act. The remaining Common Stock and Warrants issued and outstanding upon the closing of this offering are restricted securities as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the United States public market only if registered or if they qualify for an exemption from registration, including by reason of Rules 144 or 701 under the Securities Act. All of our restricted Common Stock and Warrants will be eligible for sale in the public market beginning in             , subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144, and also the lock-up agreements described under “Underwriting” in this prospectus. Additionally, we intend to register all our Common Stock and Warrants that we may issue under our employee benefit plans. Once we register these Common Stock and Warrants, they can be freely sold in the public market upon issuance, unless pursuant to their terms these share awards have transfer restrictions attached to them. Sales of a substantial number of our Common Stock and Warrants, or the perception in the market that the holders of a large number of shares intend to sell Common Stock and Warrants, could reduce the market price of our Common Stock and Warrants.

The concentration of our share capital ownership among our largest shareholders, and their affiliates, will limit your ability to influence corporate matters.

After our offering, we anticipate that our five largest shareholders will collectively own approximately 49% of our issued and outstanding Common Stock. Consequently, these shareholders have significant influence over all matters that require approval by our shareholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership will limit your ability to influence corporate matters, and as a result, actions may be taken that you may not view as beneficial.

Certain of our executive officers and directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Certain of our executive officers and directors, who are responsible for managing the direction of our operations, hold positions of responsibility with other entities (including affiliated entities) that are in the oil and natural gas industry. For example, our CEO is currently CEO of Nostra Terra Oil and Gas Company plc and certain members of our board of directors hold board seats with other companies. These executive officers and directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, they may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. For additional discussion of our management’s business affiliations and the potential conflicts of interest of which our stockholders should be aware, see “Certain Relationships and Related Party Transactions.”

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional

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information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Common Stock or Warrants to be less attractive as a result, there may be a less active trading market for our Common Stock and Warrants and their trading prices may be more volatile.

If you purchase our Units in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Units is substantially higher than the net tangible book value per Unit. Therefore, if you purchase our Units in this offering, your interest will be diluted immediately to the extent of the difference between the initial public offering price per Unit and the net tangible book value per Unit after this offering. See “Dilution.”

We have broad discretion in the use of our net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our operating results or enhance the value of our Common Stock and Warrants. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our Common Stock and Warrants to decline. Pending their use, we may invest our net proceeds from this offering in a manner that does not produce income or that loses value. See “Use of Proceeds” in this prospectus.

The Warrants may not have any value.

The Warrants will be exercisable for five years from the date of initial issuance at an initial exercise price equal to 125% of the public offering price per Unit set forth on the cover page of this prospectus. There can be no assurance that the market price of our shares of Common Stock will ever equal or exceed the exercise price of the Warrants. In the event that the price of our Common Stock does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants may not have any value.

Holders of Warrants purchased in this offering will have no rights as shareholders until such holders exercise their Warrants and acquire our shares of Common Stock.

Until holders of the Warrants purchased in this offering acquire shares of Common Stock upon exercise thereof, such holders will have no rights with respect to the shares of Common Stock underlying the Warrants. Upon exercise of the Warrants, the holders will be entitled to exercise the rights of a shareholder only as to matters for which the record date occurs after the date they were entered in the register of members of the Company as a shareholder.

We do not intend to pay dividends on our Common Stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our Common Stock appreciates.

We do not plan to declare dividends on shares of our Common Stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in us will be if the market price of our Common Stock appreciates, which may not occur, and you sell your Common Stock at a profit. There is no guarantee that the price of our Common Stock that will prevail in the market after this offering will ever exceed the price that you pay.

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We are currently negotiating a new Production Sharing Agreement with the Benin Government, and cannot guarantee we will consummate the transaction.

In October 2013, we signed a Production Sharing Agreement with the Benin government that was negotiated under Benin’s prior petroleum code, Law No. 2006-18. On January26, 2019, the Benin government adopted a new petroleum code, Law No. 2019-06. After the passing of Law No. 2019-06, in January 2021, we mutually agreed with the Benin Government it would be in both parties’ best interest to negotiate a new production sharing agreement in light of the new petroleum code, and are currently negotiating said agreement. We believe this agreement to be material to our intended business in Benin, and failure to consummate this agreement on terms acceptable to the company, or at all, could result in the company not being able to achieve its intended business objectives in Benin.

We cannot assure you that our plans to raise capital will be successful.

As of June 30, 2021, we had negative working capital. Management’s plans to address this need for capital are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to continue as a going concern.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•        our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop our current discoveries and prospects;

•        uncertainties inherent in making estimates of our oil and natural gas data;

•        the successful implementation of our and our block partners’ prospect discovery and development and drilling plans;

•        projected and targeted capital expenditures and other costs, commitments and revenues;

•        termination of or intervention in concessions, rights or authorizations granted by the Benin government, the Namibian government, or national oil companies, or any other federal, state or local governments, to us;

•        our dependence on our key management personnel and our ability to attract and retain qualified technical personnel;

•        the ability to obtain financing and the terms under which such financing may be available;

•        the volatility of oil and natural gas prices;

•        the availability and cost of developing appropriate infrastructure around and transportation to our discoveries and prospects;

•        the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services;

•        other competitive pressures;

•        potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards;

•        current and future government regulation of the oil and gas industry;

•        cost of compliance with laws and regulations;

•        changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation of those laws and regulations;

•        environmental liabilities;

•        geological, technical, drilling and processing problems;

•        military operations, terrorist acts, wars or embargoes;

•        the cost and availability of adequate insurance coverage;

28

•        our vulnerability to severe weather events; and

•        other risk factors discussed in the “Risk Factors” section of this prospectus.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

29

INDUSTRY AND OTHER DATA

This prospectus contains industry, market and competitive position data from our own internal estimates and research as well as industry and general publications and research surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor definitions have been verified by an independent source.

The industry in which we operate is subject to risks and uncertainties due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $            million, assuming an initial public offering price of $            per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $            million. Each $1.00 increase (decrease) in the assumed initial public offering price of $            per Unit would increase (decrease) the net proceeds to us from this offering by approximately $            million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 100,000 in the number of Units we are offering would increase (decrease) the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, by $            million, assuming the assumed initial public offering price stays the same.

The principal purposes of this offering are to increase our capitalization and financial flexibility, to create a public market for our Common Stock and to facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we receive from this offering. However, we currently intend to use the net proceeds we receive from this offering as follows:

•        approximately $            mobilize a drilling rig to Benin, to commence exploration and drilling activities as well as additional surveys on Block B and to pay license fees in Benin;

•        approximately $            million for initial surveys and license fees in Namibia;

•        approximately $            million for further expansion of portfolio or further exploration activity of existing assets; and

•        the remainder for business costs, working capital and selling, general and administrative purposes.

We will have broad discretion over how to use the net proceeds we receive from this offering. We intend to invest the net proceeds we receive from this offering that are not used as described above in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We may also use a portion of the net proceeds to acquire or invest in other areas of the energy industry.

We believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund our operating expenses and capital expenditure requirements through            . We have based this estimate on assumptions that may prove to be incorrect, and we could use our available capital resources sooner than we currently expect. To complete exploration and development of resources we may find, if any, we will be required to raise additional capital. We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, interest income earned on invested cash balances or a combination of one or more of these sources.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December31, 2021 (unaudited), as follows:

•        on an actual basis; and

•        on an as adjusted basis to give further effect to our issuance and sale ofshares of our Common Stock in this offering at an assumed initial public offering price of $per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and therefore providing net proceeds of approximately $million (assumes no exercise by the underwriters of their option to purchase additional shares of Common Stock and/or Warrants from us and no exercise of the Warrants included in the Units).

Information below on an as adjusted basis is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our financial statements and the related notes included elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.

	As of December 31, 2021 (Unaudited)
	Actual			As Adjusted(1)
Cash	$	8,707
Stockholders’ equity
Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 issued and outstanding		—
Common Stock, par value $0.0001, 490,000,000 shares authorized; 12,491,754 and ______ shares issued and outstanding as of December 31, 2021 (actual) and ________ (as adjusted), respectively		1,249
Additional paid-in capital		5,977,287
Accumulated other comprehensive loss		(537,402	)
Accumulated deficit		(3,611,420	)
Total equity	$	1,829,714
Total capitalization	$	1,838,421

____________

(1)      Each $1.00 increase (decrease) in the assumed initial public offering price of $per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by $million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 Units in the number of Units offered by us at the assumed initial public offering price per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $million.

The number of shares of our Common Stock on an as adjusted basis set forth in the table above is based on shares of our Common Stock outstanding as of and excludes:

•        up to            shares of Common Stock issuable upon exercise of NQSOs, ISOs, RSUs, unrestricted stock awards, stock appreciation rights, and other forms of stock based compensation which we intend to grant to our employees and directors under the 2021 Incentive Plan, pursuant to a Registration Statement on Form S-8 to be filed immediately after the consummation of this offering, at an exercise price equal to the offering price of the shares in this offering, or $            per share;

•        up toshares of Common Stock issuable upon exercise of Warrants included in the Units being offered in this offering; and

•        up toshares of Common Stock issuable upon exercise of the Representative’s Warrants issued in connection with this offering.

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DILUTION

If you invest in our Common Stock or Warrants in this offering, your ownership interest will be immediately diluted to the extent of the difference between the assumed initial public offering price of $            per Unit (the midpoint of the range appearing on the front cover of this prospectus) and the as adjusted net tangible book value per Unit immediately upon the consummation of this offering. Net tangible book value per share represents the book value of our tangible assets less the book value of our total liabilities divided by the number of shares of Common Stock then issued and outstanding.

Our net tangible book value as of             , 2021 was $            million, or $            per share, based on an assumed initial public offering price of $            per Unit (the midpoint of the range appearing on the front cover of this prospectus). After giving effect to our sale of             shares of Common Stock in this offering at an assumed initial public offering price of $            per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of            , 2021 would have been approximately $            , or approximately $            per Unit (assuming no exercise of the underwriters’ option to purchase additional shares of our Common Stock and/or Warrants). This amount represents an immediate and substantial dilution of $            per Unit to new investors purchasing Common Stock in this offering (assuming no exercise of the Warrants included in the Units to be sold in this offering). The following table illustrates this dilution per Unit:

Assumed initial public offering price per Unit	$
Net tangible book value per Unit as of             , 2021	$
Increase in net tangible book value per Unit attributable to this offering	$
As adjusted net tangible book value per Unit after giving effect to this offering	$
Dilution per Unit to new investors participating in this offering	$

A $1.00 increase (decrease) in the assumed initial public offering price of $            per Unit (the midpoint of the range appearing on the front cover of this prospectus) would increase (decrease) the as adjusted net tangible book value by approximately $ million, or approximately $            per Unit, and increase (decrease) the dilution per Unit to new investors by approximately $            per Unit, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses (assuming no exercise of the over-allotment option to purchase additional shares of Common Stock and Warrants, and assuming no exercise of the Representative’s Warrants), in each case payable by us. We may also increase or decrease the number of shares we are offering. An increase of 100,000 Units in the number of Units offered by us would increase our as adjusted net tangible book value by approximately $            million, or $            per Unit and the dilution per Unit to investors purchasing Common Stock in this offering would be $            per Unit, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a decrease of 100,000 Units in the number of Units offered by us would decrease our as adjusted net tangible book value by approximately $             million, or $            per Unit and the dilution per Unit to investors purchasing Common Stock in this offering would be $            per Unit, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

If the underwriters exercise their option in full to purchase additional             shares of our Common Stock and/or Warrants in this offering, the as adjusted net tangible book value per Unit after this offering would be $            per Unit, and the as adjusted dilution to new investors would be $            per Unit, in each case assuming an initial public offering price of $            per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

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The following table summarizes, on an as adjusted basis described above, as of            , 2021, the differences between the number of shares of Common Stock purchased from us, the total consideration paid and the average price per Unit paid by existing stockholders and by new investors participating in this offering at an assumed initial public offering price of $            per Unit, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing Common Stock in this offering will pay an average price per Unit substantially higher than our existing stockholders paid.

(In thousands, except per share amounts and percentages)

	Shares Purchased			Total Consideration			Average Share Price
	Number	Percent		Amount	Percent
Existing stockholders		%		$	%		$
New investors							$
Total		100.0	%		100.0	%	$

If the underwriters exercise their option to purchase additional shares of our Common Stock in full, the percentage of shares of Common Stock held by existing stockholders will decrease to approximately             % of the total number of shares of our Common Stock outstanding after this offering, and the number of shares held by new investors will increase to             , or approximately             % of the total number of shares of our Common Stock outstanding after this offering.

The foregoing tables and calculations are based on shares of our Common Stock outstanding as of and excludes:

•        up toshares of Common Stock issuable upon exercise of NQSOs, ISOs, RSUs, unrestricted stock awards, stock appreciation rights, and other forms of stock based compensation which we intend to grant to our employees and directors under the 2021 Incentive Plan, pursuant to a Registration Statement on Form S-8 to be filed immediately after the consummation of this offering, at an exercise price equal to the offering price of the shares in this offering, or $per share;

•        up toshares of Common Stock issuable upon exercise of Warrants included in the Units being offered in this offering; and

•        up toshares of Common Stock issuable upon exercise of the Representative’s Warrants issued in connection with this offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of financial condition and operating results together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. We assume no obligation to update any of these forward-looking statements. As a result of many factors, such as those set forth in the section of the prospectus captioned “Risk Factors” and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Overview

The Company was incorporated in the State of Nevada on March 29, 2021. The Company is an African focused, oil and gas exploration stage company.

The Company is headquartered in Houston, Texas.

As of June 30, 2021, the Company had not commenced core operations. All activity for the period from March 29, 2021 (inception) through June 30, 2021 relates to the Company’s formation and raising funds through issuing shares of the Company’s Common Stock. The Company’s fiscal year end is June 30.

We are an independent oil and gas exploration stage company, led by an experienced management and technical team, which is focused on under-explored regions in Africa. Our current asset portfolio includes exploration prospects onshore Benin, as well as an exploration license onshore Namibia. As of the date of this prospectus, we have not drilled any wells. Additionally, the Company continues to review other potential assets for expansion.

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries, Elephant Oil Limited (UK) and Elephant Oil Benin SA (Benin). All inter-company balances and transactions among the companies have been eliminated upon consolidation.

Reverse Acquisition with EOL

Effective April 21, 2021, Elephant Oil entered into a Deed of Agreement (the “Agreement”) with Elephant Oil Limited (“EOL”), a private limited company registered in the United Kingdom on January 14, 2013 (the “Acquisition”), pursuant to which, Elephant Oil acquired all of the outstanding shares of EOL. Upon closing, EOL became a wholly-owned subsidiary of the Company (the “Acquisition”).

EOL has a wholly-owned subsidiary, Elephant Oil Benin SA (“EOB”), which is a private company incorporated in the Republic of Benin, West Africa, in 2014.

In accordance with the terms of the Agreement, Elephant Oil issued 7,739,394shares of its Common Stock to EOL as consideration for the shares exchanged. As a result of the transaction, EOL shareholders acquired 70% of Elephant Oil’s issued and outstanding shares of Common Stock.

Immediately following the Acquisition, the Company had 11,056,278shares of Common Stock issue and outstanding. The pre-Acquisition shareholders of the Company retained an aggregate of 3,316,884shares of Common Stock of the Company, representing 30% ownership of the post-Acquisition Company. Therefore, upon consummation of the Acquisition, there was a change in control of Company, with the former owners of EOL effectively acquiring control of the Company. The Acquisition was treated as a reverse recapitalization effected by a share exchange for financial and reporting purposes since Elephant Oil was deemed to be a shell corporation with nominal operations and assets at the time of the Acquisition. EOL is considered the acquirer for accounting purposes, and Elephant Oil’s historical financial statements before the Acquisition have been replaced with the historical consolidated financial statements of EOL before the Acquisition in future filings.

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Impact of COVID-19 Pandemic

In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19, as a global pandemic. This has resulted in governments enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to business, resulting in a global economic slowdown. Equity markets have experienced significant volatility and weakness and the governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19 and actions taken to address its impact, among others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results.

In response to COVID-19, the Company has implemented working practices to address potential impacts to its operations, employees and customers, and will take further measures in the future if and as required. At present, we do not believe there has been any appreciable impact on the Company specifically associated with COVID-19.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

RESULTS OF OPERATIONS

For the Three Months Ended December 31, 2021 and 2020 (unaudited)

For the three months ended December31, 2021, we incurred operating expenses of $1,736,154. The operating expenses were attributable to exploration expense of $17,929, as well as selling, general and administrative expenses of $1,718,225, which mainly consisted of stock-based compensation of $1,494,580. For the three months ended December31, 2020, we incurred operating expenses of $58,304, all of which were selling, general and administrative expenses.

Net Loss and Comprehensive Income and Loss

For the three months ended December31, 2021, we incurred a net loss of $1,729,036 and a comprehensive loss of $1,743,927.

For the three months ended December31, 2020, we incurred a net loss of $70,637 and a comprehensive income of $70,637.

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For the Six Months Ended December 31, 2021 and 2020 (unaudited)

For the six months ended December31, 2021, we incurred operating expenses of $1,880,346. The operating expenses were attributable to exploration expense of $17,929, as well as selling, general and administrative expenses of $1,862,417, which mainly consisted of stock-based compensation of $1,494,580. For the six months ended December31, 2020, we incurred operating expenses of $76,562, all of which were selling, general and administrative expenses.

Net Loss and Comprehensive Income and Loss

For the six months ended December31, 2021, we incurred a net loss of $1,885,513 and a comprehensive loss of $1,926,224.

For the six months ended December31, 2020, we incurred a net loss of $100,959 and a comprehensive income of $69,270.

For the Years June 30, 2021 and 2020

For the year ended June 30, 2021, we incurred operating expenses of $176,206. The operating expenses were attributable to exploration expense of $98,352, as well as selling, general and administrative expenses of $77,854. For the year ended June 30, 2020, we incurred operating expenses of $91,514. The operating expenses were attributable to exploration expense of $83,182, as well as selling, general and administrative expenses of $8,332.

Net Loss

For the year ended June 30, 2021, we incurred a net loss of $226,518 and a comprehensive loss of $162,462.

For the year ended June 30, 2020, we incurred a net loss of $138,647 and a comprehensive loss of $157,297.

Liquidity and Capital Resources

As of December31, 2021 (unaudited), we had $769,515 in current assets and $548,009 in current liabilities. We had $8,707 in cash and our accumulated deficit was $3,611,420.

As of June 30, 2021, we had $518,966 in current assets and $985,930 in current liabilities. We had $334,344 in cash and our accumulated deficit was $1,725,907.

As of June 30, 2020, we had $63,727 in current assets and $772,121 in current liabilities. We had $63,727 in cash and our accumulated deficit was $1,499,389.

Cash Flows:

	December 31,2021			June 30,
				2021			2020
	(Unaudited)
Cash used in operating activities	$	(211,191	)	$	(81.893	)	$	(12,446	)
Cash used in investing activities		(249,075	)		(3,482	)		(4,944	)
Cash provided by financing activities		145,033			350,400			61,795
Effect of foreign currency exchange		(10,404	)		5,592			2,936
Net increase (decrease) in cash	$	(325,637	)	$	270,617		$	47,341

Cash Flows From Operating Activities

For the six months ended December31, 2021 (unaudited), we used $211,191 of cash in our operating activities, which was primarily attributable to increased expenses related to the initial public offering and travel expenses.

For the year ended June 30, 2021, we used $81,893 of cash in our operating activities, which was primarily attributable to increased expenses related to initial public offering.

For the year ended June 30, 2020, we used $12,446 of cash from our operating activities, which was attributable to exploration expense and interest expense.

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Cash Flows From Investing Activities

For the six months ended December31, 2021 (unaudited), we used $249,075 of cash in our investing activities, which was primarily attributable to additional capital expenditures and deposits related to our oil and gas property.

For the year ended June 30, 2021, we used $3,482 of cash in our investing activities, which was primarily attributable to additional capital expenditures related to our oil and gas property.

For the year ended June 30, 2020, we used $4,944 of cash in our investing activities, which was primarily attributable to additional capital expenditures related to our oil and gas property.

Cash Flows From Financing Activities

For the six months ended December31, 2021 (unaudited), we received $486,400, primarily from the issuance of Common Stock. Additionally, we paid deferred offering costs of $333,801.

For the year ended June 30, 2021, we received $522,000 from the issuance of Common Stock. Additionally, we paid deferred offering costs of $171,600.

For the year ended June 30, 2020, we received $61,795 from the bank loan.

Correction of Error

For the year ended June30, 2021, the Company previously reported net cash used in operations of $253,493 and net cash from financing activities of $522,000 on its consolidated statements of cash flows. The accompanying financial statements reflect the corrected amounts as a result of a correcting reclassification of $171,600 of deferred offering costs paid from net cash used in operating activities to net cash from financing activities.

The following financial statement line items from the Company’s consolidated statements of cash flows for the year ended June30, 2021 were affected by the correction of this error:

For the Year Ended June 30, 2021	As Adjusted			As Originally Reported			Effect of Change
Cash flows from operating activities:
Net loss	$	(226,518	)	$	(226,518	)	$	—
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency transaction (gain)		(3	)		(3	)		—
Deferred offering costs		—			(140,416	)		140,416
Changes in assets and liabilities:
Prepaid expenses		(12,572	)		(12,572	)		—
Accounts payable and accrued liabilities		28,276			28,726			(450	)
Accounts payable, related parties		78,609			46,976			31,634
Accrued interest, related parties		50,315			50,315			—
Net cash used in operating activities		(81,893	)		(253,943	)		171,600
Cash flows from investing activities:
Purchase of oil and gas property		(3,482	)		(3,482	)		—
Net cash used in investing activities		(3,482	)		(3,482	)		—
Cash flows from financing activities:
Cash proceeds from private placement offering, net		522,000			522,000			—
Deferred offering costs paid		(171,600	)		—			(171,600	)
Net cash used in financing activities		350,400			522,000			(171,600	)
Effect of foreign currency exchange		5,592			5,592			—
Net change in cash		270,617			270,617			—
Cash – beginning of period		63,727			63,727			—
Cash – end of period	$	334,344		$	334,344		$	—

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Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.

Contractual Obligations and Commitments

Long-term Note Payable — Bank

The Company received approximately $61,795 (£50,000 GBP) related to a loan agreement dated June 19, 2020, with Coutts & Co. bank under the UK’s Bounce Back Loan Scheme. The loan is unsecured, bears interest at 0% for the first 12 months and then 2.5% per annum thereafter. The loan is due in June 2026 and has a balance of $46,343 as of December31, 2021 (unaudited), and $55,276 and $61,795 as of June 30, 2021 and 2020, respectively.

Accrued interest on the above note payable totaled $825 as of December31, 2021 (unaudited), and $53 and $0 as of June 30, 20201 and 2020, respectively. Interest expense for the above notes payable for the six months ended December31, 2021 (unaudited) was $772, and for the years ended June 30, 2021 and 2020 was $53 and $0, respectively.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include the determination of reserves for our oil and gas property and the valuation of equity based transactions. Accordingly, the actual results could differ significantly from those estimates.

Oil and Gas Property and Exploration Costs

The Company is in the exploration stage and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers.

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Oil and natural gas properties are grouped for depreciation, depletion and amortization in accordance with Accounting Standards Codification (“ASC”) ASC 932 — Extractive Activities — Oil and Gas (“ASC 932”). The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field.

When circumstances indicate that proved oil and natural gas properties may be impaired, the Company compares net capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on the Company’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves, and other relevant data, are lower than the net capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in ASC 820, “Fair Value Measurements” (“ASC 820”). If applicable, the Company may utilize prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. See Note 4 of the accompanying consolidated financial statements for further discussion.

Impairment of Long-lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value.

Asset Retirement Obligations

The Company measures its obligations for the retirement of the oil fields using various assumptions such as the expected period upon the expiry of the contract and the complete depletion of the oil deposits underground, the degree of the damage the operation had done to the oil field, and the related governmental requirements imposed on the Company as a contractor. The asset retirement obligation is reviewed and adjusted each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows and changes required by the Company.

Foreign Currency Translations

The Company’s functional and reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

Translation of Foreign Operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:

•        assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;

•        equity is translated at historical exchange rates;

•        income and expenses are translated at average exchange rates for the period;

•        cash flows are translated using average and historic (i.e. specific one-time transactions) rates.

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Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated financial statements. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

The relevant translation rates are as follows:

	December 31, 2021	June 30, 2021	December 31, 2020	June 30, 2020
Closing rate, British Pound (GBP) to US$ as of period end	1.348	1.382	1.292	1.236
Average rate, GBP to US$ for the period ended	1.361	1.347	1.291	1.260
Closing rate, West African CFA franc (XOF) to GBP as of period end	0.00128	0.00132	0.00139	0.00139
Average rate, XOF to GBP for the period ended	0.00130	0.00136	0.00139	0.00134

Quantitative and Qualitative Disclosure About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.

Going Concern and Management’s Liquidity Plans

As of December31, 2021 (unaudited), the Company had $8,707 in cash and a working capital deficit, exclusive of deferred offering costs, of $524,427. To date the Company has been funding operations through proceeds from the issuance of Common Stock.

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these consolidated financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December31, 2021 (unaudited), the Company has an accumulated deficit of $3,611,420  and has experienced losses from operations and negative working capital. Based on the Company’s cash balance as of December31, 2021 (unaudited), and projected cash needs for the next twelve months, management estimates that it will need to generate sufficient sales revenue and/or raise additional capital to cover operating and capital requirements. Management will need to raise the additional funds through the Proposed Public Offering or issuing additional shares of Common Stock or other equity securities or obtaining debt financing. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed on a timely basis, or on terms acceptable to the Company. Based on these circumstances, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The current COVID-19 pandemic could continue to, and future similar epidemics or pandemics could also, materially and adversely impact our ability to finance and conduct the Company’s business once it becomes operational and could materially and adversely impact its operations, funding, and/or financial performance. The COVID-19 pandemic has had no material impact on the Company’s current business activities which are primarily focused on compliance and fund raising tasks. The Company has had and continues to have the same staff, same service providers and same processes as was the case prior to the pandemic.

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Business

Overview

We are an independent oil and gas exploration stage company, led by an experienced management and technical team, which is focused on under-explored regions in Africa. Our current asset portfolio includes exploration prospects onshore in Benin, as well as an exploration license onshore in Namibia. As of the date of this prospectus, we have not drilled any wells. Additionally, the Company continues to review other potential assets for expansion.

Republic of Benin

In October 2013, Elephant Oil signed the Production Sharing Agreement providing a 100% licensed interest under the PSA in onshore Block B, which is over 1.1 million acres, or 1,772 square miles or 4,590 square kilometers and is accessible by local roadways in a low density tropical forest environment. SOBEH now known as SNH-Benin, the national oil company of Benin, has an option to acquire a 10% interest upon commercial discovery. The exploration period is 9 years and, unless extended, will terminate in October 2022. In the event that a commercial discovery is made on Block B, the Production Sharing Agreement further entitles Elephant Oil to apply for and receive, subject to Benin government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Benin Ministry of Water and Mines.

In 2019, the government of Benin enacted a new petroleum code (the “Petroleum Code”) and model production sharing agreement (“Model PSA”). Prior to the enactment, Elephant Oil had held numerous discussions with the government to amend, advance and clarify its standing under the existing Production Sharing Agreement and petroleum code signed in 2013.

The government of Benin took the position that with the enactment of the Petroleum Code in 2019, it wanted all oil and gas stakeholders to negotiate and transfer their current license(s) under the new legislation. The existing Production Sharing Agreement expressly provides that upon a change in law in Benin that reduce the benefits or advantages of the contracting party, the terms of the Production Sharing Agreement shall be modified in order to balance the economic benefits of the contracting party. Elephant Oil and the government of Benin have entered into negotiations in good faith to bring the existing Production Sharing Agreement under the new code and model form.

In December 2021 Elephant Oil executed the new form of production sharing agreement (the “New Production Sharing Agreement”) and delivered the New Production Sharing Agreement to the government of Benin for signature and ratification. The New Production Sharing Agreement is anticipated to be signed within the next four to five weeks, but there can be no assurance that it will be signed in this time frame, or at all.

Trilogy Resource Corporation had previously operated on Block B, but ceased its operations and relinquished its title to the property in 1992. Elephant Oil began exploration on Block B in 2013, and through the date of this prospectus has continued to explore Block B, including by: (i) procuring a Full Tensor Gravity (Aero Gravity Gradiometry) survey undertaken by Fugro Airborne Surveys Pty Ltd over the entire Block B, (ii) reprocessing existing onshore 2D seismic survey prepared by Trilogy Resource Corporation and integrating such data with new offshore 2D seismic data from SNH-Benin, (iii) procuring a Passive Seismic survey undertaken by GeoDynamics Worldwide, which has helped in Elephant Oil’s understanding of the structural fabric and basin setting and (iv) procuring an Environmental and Social Impact Assessment (ESIA), which was performed by RPS Energy Limited. Elephant Oil plans to mobilize a drilling rig to Benin in 2022 to commence exploration drilling and additional surveys on the block. For further details on anticipated expenditures related to these plans, see “Use of Proceeds” contained elsewhere in this prospectus.

Republic of Namibia

In August 2021, Elephant Oil signed a Petroleum Agreement with Namibia for onshore Block 1919 (the “Petroleum Agreement”), which includes a minimum exploration expenditure of $5,000,000. The $5,000,000 minimum exploration expenditure condition will be deemed satisfied if the minimum work obligations are properly executed using best oil field practices, regardless of the specified expenditure amount. Elephant Oil holds a 70% working interest in Block 1919 on over 2.8 million acres, or 4,507 square miles, or 11,675 square kilometers, onshore and is accessible by local roadways in brushland environment. Niikela Exploration (PTY) LTD holds a 20% working interest and NAMCOR, a Namibian state-owned entity, holds the remaining 10% interest in the license on a carried interest basis. The exploration period is 8 years and, unless extended, will terminate on August 22, 2029. After a period of four years, Elephant Oil

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must relinquish 50% of its interest of its interest in Block 1919, and after a period of an additional two years, it must relinquish an additional 25% of its interest. In the event that an economically viable resource discovery is made at the licensed property, the Petroleum Agreement further entitles Elephant Oil to apply for and receive, subject to Namibian government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the NMME. If Elephant Oil fails to adhere to best oil field practices as prescribed in the Petroleum Act of 1991, it will be responsible for remedying the costs associated with any environmental damages caused in Block 1919.

Namibia has geology that is similar tectono-stratigraphically to prolific hydrocarbon regions on both sides of the Atlantic, including the Santos and the Campos basins in Brazil, the Kwanza basin in Angola, the Congo basin to the north, the Colorado basin in Argentina and the South Pelotas basin in Uruguay. According to “Basin Evolution, Configuration Styles, and Hydrocarbon Accumulation of the South Atlantic Conjugate Margins” by Z. Wen et al., 2019, a total of 111 giant oil and gas fields with recoverable reserves of nearly 260 billion barrels have been discovered along the South Atlantic. According to “Quester Advisors: Africa’s next oil and gas frontier awaits (Featuring ReconAfrica)” by Jenny Xenos, MBA, CFA April 2021, as of the date of this prospectus, 26 exploration and appraisal wells have been drilled offshore in Namibia and 12 wells onshore, which we believe represents a small portion of drilling density and available testing for hydrocarbon reserves.

In 2022, there have been several promising offshore oil discoveries in Namibia. On February4, 2022 Shell PLLC (NYSE: SHEL) had a major discovery in Namibia. NAMCOR, Shell Namibia Upstream B.V., and Qatar Energy, announced that the Graff-1 deep-water exploration well has made a discovery of light oil in both primary and secondary targets. The Graff-1 well has proved a working petroleum system for light oil in the Orange Basin, offshore Namibia, 270 km from the town of Oranjemund. Drilling operations commenced in early December 2021 and were safely completed in early February 2022. On February24, 2022 TotalEnergies SE (NYSE: TTE) had a major discovery. NAMCOR announced a major light oil and associated gas discovery on the Venus-1X prospect, located in block 2913B (PEL 56) in the Orange Basin, offshore southern Namibia. The Venus-1X discovery is located approximately 290 kilometres off the coast of Namibia, in the deep-water offshore exploration block. The well was drilled to a total depth of 6,296 metres, by the Maersk Voyager drillship, and encountered a high-quality, light oil-bearing sandstone reservoir of Lower Cretaceous age. We believe these recent discoveries will make Namibia one of Africa’s centres of oil and gas operations in the coming years.

In the short term, we are immediately focused on onshore activities. Reconnaissance Energy Africa Ltd. (“ReconAfrica”) has announced onshore drilling in a block Namibia in April and June of 2021 and future drilling as well as seismic studies in the Kavango Basin. According to a September 2021 study performed by Netherland Sewell & Associates, five potential oil and gas reservoir rock zones have been identified in the Kavango Basin. We have targeted a block adjacent to the south of ReconAfrica’s block in the Kavango Basin where the drilling and seismic studies have taken place as where we will be conducting our onshore activities. For further details on anticipated expenditures related to these plans, see “Use of Proceeds” contained elsewhere in this prospectus.

Our Strategy

We believe that we will be able to achieve our primary business objective of creating value for our shareholders by executing on the following strategies:

•        In the next four years, we are focused on:

•        Moving forward on our exploration program, including mobilizing a drilling rig in 2022, followed by drilling two oil wells onshore in Benin, on what we believe to be attractive identified leads in Block B. We will also continue to complete survey work in 2023 through 2025 to identify additional structures in Block B for future drilling.

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Map of Benin & Namibia

Map of “Block B” in Benin

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Map of “Block 1919” in Namibia

•        In Namibia, we will begin exploration by performing surveys on shore, which we anticipate will lead to future drilling.

•        We are focused on the acquisition, exploration, appraisal and development of existing and new opportunities in Africa, including identifying, capturing and testing additional high-potential prospects to grow resources and develop reserves with an aim of generating net asset value and delivering returns to our shareholders.

•        We are led by an experienced management team with an average experience in the energy industry of over 12 years.

•        Elephant Oil actively engages with local communities and partners to ensure a strong environmental, social & governance (“ESG”) policy, including:

•        Donating numerous supplies and building schools in Benin.

•        Completing rigorous Environmental Social Impact assessment prior to work in the field.

Our Team

We are founded and led by the following management team:

•        Matthew Lofgran, Founder and Chief Executive Officer.    Mr. Lofgran has served as our Chief Executive Officer since April30, 2021. Mr. Lofgran has over 15 years of international oil and gas experience. Mr. Lofgran founded and served as the Managing Director of Elephant Oil Limited since 2013. He has served as the Chief Executive Officer of Nostra Terra Oil & Gas Company plc, a UK-based oil and gas exploration and production company, since 2009 where he led the expansion of Nostra Terra into the United States and the Middle East/North Africa. From 2004 to 2006, Mr. Lofgran served as the Vice

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President of International Business Development of Robson Energy, LLC, where he launched the oil and gas, field services and coal divisions. Mr. Lofgran holds a Global MBA and a Certificate in Oil & Gas Management from Thunderbird School of Global Management.

•        Lanre Oloniniyi, Chief Financial Officer.    Mr. Oloniniyi has served as our Chief Financial Officer since October1, 2021. Mr. Oloniniyihas over 15 years investment experience in various business ventures between Europe, Middle East and Africa. Since September 2016, Mr.Oloniniyi has worked as the co-founder of Orbitt Limited, a financial services company. Prior to co-founding Orbitt Limited, Mr. Oloniniyi was involved in originating investment ideas and raising the required capital to grow start-ups in Africa, including Sankuru, First African Gold and Tranergy Capital Limited, an Energy focused advisory firm. He also worked at BP P.L.C. as a Senior Associate (2010 to 2016), Subsea 7 UK Ltd in Business Development (2006 to 2010), and Citigroup UK as a Fund Analyst (2005 to 2006). Mr. Oloniniyi holds a BSc in Economics from the University of Ado, an MSc degree in Energy Economics from the University of Dundee, UK and an MBA from University of Cambridge, UK.

•        Dr. Stephen Staley, Chairman.    Dr. Staley has served as our Director since November1, 2021. Dr. Staley has over 35 years of management and technical experience in the European, African, North American and Asian oil, gas, and power sectors, including with Conoco (1986 to 1990) and BP (1983 to 1986). He has considerable experience of floating and growing junior oil and gas companies, including identifying and securing assets, fundraising, and regulatory matters. Dr. Staley was a Non-Executive Director of Cove Energy plc (2010 to 2012). More recently, Dr. Staley was the co-founder, founding CEO/Managing Director, and a Director of the publicly-listed upstream start-ups Upland Resources Ltd. (2013 to 2019), Fastnet Oil & Gas Holdings plc (2011 – 2013) and previously Independent Resources plc (2005 to 2009). He is currently non-executive chairman of Nostra Terra (2020 to present). He is also a non-executive director at 88 Energy Limited (2014 to present). Previously, Dr. Staley was the non-executive chairman of Predator Oil & Gas Holdings PLC (2018 to 2022). Dr. Staley is a Fellow of the Geological Society, holds a BSc (Hons.) in Geophysics from Edinburgh University, a Ph.D. in Petroleum Geology from Sheffield University, and an MBA from Warwick University.

•        David Blanchard, Director.    Mr. Blanchard has served as our Director since November3, 2021. Mr. Blanchard has been the President and Owner of DB Global Energy Consultants LLC since 2015. Mr. Blanchard has over 40 years of broad industry experience in international management of operations, production, and exploration. Mr. Blanchard worked for Schlumberger/Analysts from 1976 – 1979 as logging engineer and the USGS from 1980 to 1982 as staff geologist. He worked for Marathon Oil Co. as senior explorationist from 1982 to 1997 after which he joined Devon Energy in Egypt as General Manager from 1997 – 2007. Mr. Blanchard was with El Paso Corp from 2007 – 2012 as Country Manager & VP and Energy XXI from 2012 – 2015 as Business Development Director. He has served on several Joint Venture IOC and NOC boards and AAPG President of the Africa Region from 2014 – 2016 and as a Director and Board Member of the International Petroleum Technology Conference from 2010 – 2021. He holds a BA in Geology from San Francisco State University and MSc in Studies Geology from San Jose State University. He is a Certified Petroleum Geologist and a member of the AAPG, AIPN, and SPE.

•        Peter Elliott, Director.    Mr. Elliott has served as our Director since November3, 2021. Mr. Elliott has 30 years of experience in the international oil, gas and energy industry working in new ventures and business development. Since 2004, Mr. Elliott has served as the managing director of PVE Consulting Ltd., an international advisory consulting firm for the upstream E&P sector. Mr. Elliott worked with Halliburton between 1990 and 1993 as an offshore geologist. Between 1993 and 1997, Mr. Elliott was a senior editor at IHS Energy (Previously IEDS), and was responsible for managing the Middle East region. He worked with Schlumberger WesternGeco between 1997 and 2001, and was part of a team carrying out major multi-client seismic surveys around the coast of Africa. Mr. Elliott has also worked for Infoterra/Airbus (2001 and 2003). Mr. Elliott as a Geology degree from Sheffield University (1987 to 1990) and a Master’s degree in Petroleum Geology at the University of Aberdeen (1993).

•        Frank Ingriselli, Director.    Mr.Ingriselli served as our Director since February22, 2022. Mr. Ingriselli currently serves as the Chief Executive Officer of Trio Petroleum Corp. Since February 2019, Mr.Ingriselli has served as the President of Indonesia Energy Corp. (NYSEAMERICAN: INDO). With

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over 40 years of experience in the energy industry, Mr.Ingriselli is a seasoned leader and entrepreneur with wide-ranging exploration and production experience in diverse geographies, business climates and political environments. From 2005 to 2018, Mr.Ingriselli was the founder, President, CEO and Chairman of PEDEVCO Corp. and Pacific Asia Petroleum, Inc., both energy companies which are or were listed on the NYSE American. Prior to founding these two companies, from 1979 to 2001, Mr.Ingriselli worked at Texaco in diverse senior executive positions involving exploration and production, power and gas operations, merger and acquisition activities, pipeline operations and corporate development. The positions Mr.Ingriselli held at Texaco included President of Texaco Technology Ventures, President and CEO of the Timan Pechora Company (owned by affiliates of Texaco, Exxon, Amoco, Norsk Hydro and Lukoil), and President of Texaco International Operations, where he directed Texaco’s global initiatives in exploration and development. While at Texaco, Mr.Ingriselli, among other activities, led Texaco’s initiatives in exploration and development in China, Russia, Australia, India, Venezuela and many other countries. Mr.Ingriselli has served as an independent member of the Board of Directors of NXT Energy Solutions Inc. (TSX:SFD; OTC QB:NSFDF) since 2019 and is also on the Board of Trustees of the Eurasia Foundation, and is the founder and Chairman of Brightening Lives Foundation, Inc., a charitable public foundation. From 2016 through 2018, Mr.Ingriselli founded and was the President and CEO of Blackhawk Energy Ventures Inc. which endeavored to acquire oil and gas assets in the United States for development purposes. Mr.Ingriselli graduated from Boston University in 1975 with a B.S. in business administration. He also earned an M.B.A. from New York University in both finance and international finance in 1977 and a J.D. from Fordham University School of Law in 1979.

Financial Overview

We have experienced losses since inception and, at June 30, 2021, had an accumulated deficit of approximately $1.7million. At December31, 2021, we had an accumulated deficit of approximately $3.6million. We expect to incur additional losses in the future and expect cumulative losses to increase. Since June 2021, we have received approximately $1.29 million in equity financing in connection with which we issued 573,777shares of Common Stock to accredited investors through a series of financings conducted pursuant to the Rule 506(b) Regulation D “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act.

Competition

The oil and gas industry is competitive. We encounter strong competition from other independent operators and from major oil companies in acquiring and developing licenses. Many of these competitors have financial and technical resources and personnel substantially larger than ours. As a result, our competitors may be able to pay more for desirable oil and natural gas assets, or to evaluate, bid for and purchase a greater number of licenses than our financial or personnel resources will permit. Furthermore, these companies may also be better able to withstand the financial pressures of unsuccessful wells, sustained periods of volatility in financial and commodities markets and generally adverse global and industry-wide economic conditions, and may be better able to absorb the burdens resulting from changes in relevant laws and regulations, which may adversely affect our competitive position.

We might also be affected by competition for drilling rigs and the availability of related equipment. Higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews. Shortages of, or increasing costs for, experienced drilling crews and equipment and services may restrict our ability to drill wells and conduct our operations.

The oil and gas industry as a whole has experienced continued volatility. Globally, the impact of COVID-19 has decreased demand for oil, which also resulted in significant declines in oil prices. Dated Brent crude, the benchmark for international oil sales, ranged from approximately $13 to $70 per barrel during 2020. HLS crude, the benchmark for U.S. Gulf of Mexico oil sales, which generally trades at a discount to Dated Brent, ranged from approximately $6 to $67 during 2020. Excluding the impact of hedges, our realized price for 2020 was $38.29 per barrel. We believe lower prices will generally result in greater availability of assets and necessary equipment. However, the impacts on the industry from a competitive perspective are not entirely known.

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Title to Property

We believe that we have satisfactory title to our oil and natural gas assets in accordance with standards generally accepted in the international oil and gas industry. Our licenses are subject to customary royalty and other interests, restrictions and encumbrances customary in the oil and gas industry that we believe do not materially interfere with the use of, or affect the carrying value of, our interests.

Environmental Matters

General

We are subject to various stringent and complex international, foreign, federal, state and local environmental, health and safety laws and regulations governing matters including the emission and discharge of pollutants into the ground, air or water; the generation, storage, handling, use and transportation of regulated materials; and the health and safety of our employees. At the federal level, among the more significant laws and regulations that may affect our business and the oil and gas industry are: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as “CERCLA” or Superfund; the Oil Pollution Act of 1990; the Resource Conservation and Recovery Act, also known as “RCRA”; the Clean Air Act; Federal Water Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking Water Act of 1974. These laws and regulations may, among other things:

•        require the acquisition of various permits before operations commence or for operations to continue;

•        enjoin some or all of the operations or facilities deemed not in compliance with permits;

•        restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities;

•        limit, cap, tax or otherwise restrict emissions of GHG and other air pollutants or otherwise seek to address or minimize the effects of climate change;

•        limit or prohibit drilling activities in certain locations lying within protected or otherwise sensitive areas; and

•        require measures to mitigate or remediate pollution, including pollution resulting from our block partners’ or our contractors’ operations.

Compliance with these regulations may constitute a significant cost and effort for us. No specific accounting for environmental compliance has been projected by us at this time. We are not presently aware of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which our acquired property is involved or subject to, or arising out of any predecessor operations.

In addition, we are subject to certain environmental regulations in Benin and Namibia, where our current operations are focused. For further information, see “Risk Factors — Risks Relating to our Business — We and our operations are subject to numerous environmental, health and safety regulations which may result in material liabilities and costs.”

In the event of a breach of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies which include: ordering a clean-up of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities. In certain egregious situations the agencies may also pursue criminal remedies against us or our principal officers.

Moreover, public interest in the protection of the environment continues to increase.

According to common industry practice, under agreements governing the terms of use of the drilling rigs contracted by us or our block or lease partners, the drilling rig contractors typically indemnify us and our block partners in respect of pollution and environmental damage originating above the surface of the water and from such drilling rig contractor’s property, including their drilling rig and other related equipment. Furthermore, pursuant to the terms of the operating agreements for our blocks and leases, except in certain circumstances, each block or lease partner is responsible for its

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share of liabilities in proportion to its participating interest incurred as a result of pollution and environmental damage, containment and clean-up activities, loss or damage to any well, loss of oil or natural gas resulting from a blowout, crater, fire, or uncontrolled well, loss of stored oil and natural gas, as well as for plugging or bringing under control any well. We maintain insurance coverage typical of the industry in the areas we operate in; these include property damage insurance, loss of production insurance, wreck removal insurance, control of well insurance, general liability including pollution liability to cover pollution from wells and other operations. We also participate in an insurance coverage program for the FPSOs which we own. We believe our insurance is carried in amounts typical for the industry relative to our size and operations and in accordance with our contractual and regulatory obligations.

Governmental Regulations

Benin Government Regulation

The petroleum sector of The Republic of Benin (the “Benin Government”) is governed by the Petroleum Code. The Minister of Water and Mines is responsible for regulating the hydrocarbon sector. The Petroleum Code applies to petroleum operations, namely prospecting, research and exploitation and explicitly excludes activities relating to the downstream petroleum sector and refining.

The Benin Government adopted a model form production sharing agreement in 2019 (Model Form PSA) as a basis for licensing agreements between the Benin Government and third parties (each, a “PSA”). The agreement provides for an exploration term of nine (9) years with three subphases, consisting of an initial exploration period of four years, a first renewal period of three years and a second renewal period of two years. After this exploration term, to the extent commercially viable resources are discovered, there is an exploitation (i.e. development and production) phase of twenty-five (25) years. Assignment of rights under the agreement requires consent of the Benin Government.

SOBEH holds a carried interest in all PSAs of 13% of profits under the contracts on behalf of the Benin Government. Under the fiscal terms of the Petroleum Act, a royalty is paid to the Benin Government at a rate 14% on oil and 5% on gas for each barrel sold. Profit sharing between the Benin Government and a contractor (“Contractor”) under each PSA is governed by the “R — factor” (the ratio of the profit splits between the Benin Government and Contractor) with Contractor rates ranging between 45%-55% of the production profits received under the PSAs. Cost recovery of expenditures by Contractor in connection with oil and gas operations is at the rate of 70% of exploration, exploitation and production costs. As described in each PSA, Contractor is obligated to pay certain annual fees to the Benin Government in support of international business costs, which can include hydrocarbon promotion costs, legal and fiscal costs as well as training costs.

The tax rate on petroleum operations is 45% of “Tax Oil” (oil profits after royalties and cost recoveries are paid out), paid by the Benin Government on behalf of the Contractor. Under the PSA, the income tax due by the Contractor is deemed to be included in the oil profit received by the State, which will then pay the income tax.

Namibia Government Regulation

The petroleum sector of The Government of the Republic of Namibia (the “Namibia Government”) is governed by the Petroleum Act of 1991 and Petroleum Tax Act 1991. The Ministry of Mines and Energy is responsible for governing the sector.

A third-party contractor (the “Third-Party Contractor”) is granted rights to oil and gas through the grant of a Petroleum License (the “License”). The License provides for an exploration term of eight (8) years and a production license with a term of twenty-five (25) years. The License provides for a 5% royalty to the Namibia Government and a carried interest for the Namibia Government of 10% on each barrel of oil sold through the national oil company, NAMCOR, who is a signatory and party to the License. Assignment of the license requires consent of the Namibia Government.

In addition to the royalty listed above, the fiscal regime requires an annual payment of a surface royalty by the Third-Party Contractor based upon number of square kilometers in the License area. Further, training fees are payable by the Third-Party Contractor to the Namibia Government in support of Namibian citizens.

The taxation rate for petroleum is 35% with a provision for an Additional Profits Tax (APT) payable by the Contractor of 4-6% of the after-tax net cash flows from petroleum operations.

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Employees

As of March25, 2022, we had 1 part-time employee and 3 full-time employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our employees to be good.

Facilities

Our principal executive office is located at Pennzoil Place, 700 Milam, Suite 1300, Houston, TX 77002. We rent approximately 400 ftof space. We lease our office in Houston, TX.

Legal Proceedings

We are not currently subject to any material legal proceedings.

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MANAGEMENT

Executive Officers, Non-executive employees and Directors

The following table sets forth the name, age as of March25, 2022, and position of the individuals who serve as directors and executive officers of the Company. The following also includes certain information regarding the individual experience, qualifications, attributes and skills of our directors and executive officers as well as brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors.

Name	Age	Position
Executive Officers
Matthew Lofgran	46	Chief Executive Officer, Director
Lanre Oloniniyi	40	Chief Financial Officer
Non-Employee Directors
Dr. Stephen Staley	61	Chairman of the Board
David Blanchard	67	Director
Peter Elliott	53	Director
Frank Ingriselli	68	Director

Executive Officers

Each executive officer serves at the discretion of our board and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

•        Matthew Lofgran, Founder and Chief Executive Officer.    Mr. Lofgran has served as our Chief Executive Officer since April30, 2021. Mr. Lofgran has over 15 years of international oil and gas experience. Mr. Lofgran founded and served as the Managing Director of Elephant Oil Limited since 2013. He has served as the Chief Executive Officer of Nostra Terra Oil & Gas Company plc, a UK-based oil and gas exploration and production company, since 2009 where he led the expansion of Nostra Terra into the United States and the Middle East/North Africa. From 2004 to 2006, Mr. Lofgran served as the Vice President of International Business Development of Robson Energy, LLC, where he launched the oil and gas, field services and coal divisions. Mr. Lofgran holds a Global MBA and a Certificate in Oil & Gas Management from Thunderbird School of Global Management.

•        Lanre Oloniniyi. Chief Financial Officer.    Mr. Oloniniyi has served as our Chief Financial Officer since October1, 2021. Mr. Oloniniyihas over 15 years investment experience in various business ventures between Europe, Middle East and Africa. Since September 2016, Mr.Oloniniyi has worked as the co-founder of Orbitt Limited, a financial services company. Prior to co-founding Orbitt Limited, Mr. Oloniniyi was involved in originating investment ideas and raising the required capital to grow start-ups in Africa, including Sankuru, First African Gold and Tranergy Capital Limited, an Energy focused advisory firm. He also worked at BP P.L.C. as a Senior Associate (2010 to 2016), Subsea 7 UK Ltd in Business Development (2006 to 2010), and Citigroup UK as a Fund Analyst (2005 to 2006). Mr. Oloniniyi holds a BSc in Economics from the University of Ado, an MSc degree in Energy Economics from the University of Dundee, UK and an MBA from University of Cambridge, UK.

Non-Employee Directors

•        Dr. Stephen Staley, Chairman.    Dr. Staley has served as our Director since November1, 2021. Dr. Staley has over 35 years of management and technical experience in the European, African, North American and Asian oil, gas, and power sectors. More recently, Dr. Staley was the co-founder, founding CEO/Managing Director, and a Director of the publicly-listed upstream start-ups Upland Resources Ltd. (2013 to 2019), Fastnet Oil & Gas Holdings plc (2011-2013), and Independent Resources PLC (2005 – 2009). He is the Non-Executive Chairman of Nostra Terra (2020 to present). He is also a non-executive director at 88 Energy Limited (2014 to present). Previously, Dr. Staley was non-executive chairman of Predator Oil & Gas Holdings PLC (2018 to 2022). Dr. Staley is a Fellow of the Geological Society, holds a BSc (Hons.) in Geophysics from Edinburgh University, a Ph.D. in Petroleum Geology from Sheffield University, and an MBA from Warwick University.

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•        David Blanchard, Director.    Mr. Blanchard has served as our Director since November3, 2021. Mr. Blanchard has been the President and Owner of DB Global Energy Consultants LLC since 2015. Mr. Blanchard has over 40 years of broad industry experience in international management of operations, production, and exploration. Mr. Blanchard worked for Schlumberger/Analysts from 1976 – 1979 as logging engineer and the USGS from 1980 to 1982 as staff geologist. He worked for Marathon Oil Co. as senior explorationist from 1982 to 1997 after which he joined Devon Energy in Egypt as General Manager from 1997 – 2007. Mr. Blanchard was with El Paso Corp from 2007 – 2012 as Country Manager & VP and Energy XXI from 2012 – 2015 as Business Development Director. He has served on several Joint Venture IOC and NOC boards and AAPG President of the Africa Region from 2014 – 2016 and as a Director and Board Member of the International Petroleum Technology Conference from 2010 – 2021. He holds a BA in Geology from San Francisco State University and MSc in Studies Geology from San Jose State University. He is a Certified Petroleum Geologist and a member of the AAPG, AIPN, and SPE.

•        Peter Elliott, Director.    Mr. Elliott has served as our Director since November3, 2021. Mr. Elliott has 30 years of experience in the international oil, gas and energy industry working in new ventures and business development. Since 2004, Mr. Elliott has served as the managing director of PVE Consulting Ltd., an international advisory consulting firm for the upstream E&P sector. Mr. Elliott worked with Halliburton between 1990 and 1993 as an offshore geologist. Between 1993 and 1997, Mr. Elliott was a senior editor at IHS Energy (Previously IEDS), and was responsible for managing the Middle East region. He worked with Schlumberger WesternGeco between 1997 and 2001, and was part of a team carrying out major multi-client seismic surveys around the coast of Africa. Mr. Elliott has also worked for Infoterra/Airbus (2001 and 2003). Mr. Elliott as a Geology degree from Sheffield University (1987 to 1990) and a Master’s degree in Petroleum Geology at the University of Aberdeen (1993).

•        Frank Ingriselli, Director.    Mr.Ingriselli served as our Director since February22, 2022. Mr.Ingriselli currently serves as the Chief Executive Officer of Trio Petroleum Corp. Since February 2019, Mr.Ingriselli has served as the President of Indonesia Energy Corp. (NYSEAMERICAN: INDO). With over 40 years of experience in the energy industry, Mr.Ingriselli is a seasoned leader and entrepreneur with wide-ranging exploration and production experience in diverse geographies, business climates and political environments. From 2005 to 2018, Mr.Ingriselli was the founder, President, CEO and Chairman of PEDEVCO Corp. and Pacific Asia Petroleum, Inc., both energy companies which are or were listed on the NYSE American. Prior to founding these two companies, from 1979 to 2001, Mr.Ingriselli worked at Texaco in diverse senior executive positions involving exploration and production, power and gas operations, merger and acquisition activities, pipeline operations and corporate development. The positions Mr.Ingriselli held at Texaco included President of Texaco Technology Ventures, President and CEO of the Timan Pechora Company (owned by affiliates of Texaco, Exxon, Amoco, Norsk Hydro and Lukoil), and President of Texaco International Operations, where he directed Texaco’s global initiatives in exploration and development. While at Texaco, Mr.Ingriselli, among other activities, led Texaco’s initiatives in exploration and development in China, Russia, Australia, India, Venezuela and many other countries. Mr.Ingriselli has served as an independent member of the Board of Directors of NXT Energy Solutions Inc. (TSX:SFD; OTC QB:NSFDF) since 2019 and is also on the Board of Trustees of the Eurasia Foundation, and is the founder and Chairman of Brightening Lives Foundation, Inc., a charitable public foundation. From 2016 through 2018, Mr.Ingriselli founded and was the President and CEO of Blackhawk Energy Ventures Inc. which endeavored to acquire oil and gas assets in the United States for development purposes. Mr.Ingriselli graduated from Boston University in 1975 with a B.S. in business administration. He also earned an M.B.A. from New York University in both finance and international finance in 1977 and a J.D. from Fordham University School of Law in 1979.

Technical Team

•        Ian Bulley.    Mr.Bulley was a key member of the Hardman Resources team that discovered the East Africa Rift oil province and supervised an exploration team of 3 geoscientists that contributed to the discovery of Mauritania’s first producible hydrocarbons. Mr.Bulley has over 35 years of exploration and development experience with major oil companies and independents in Africa, Asia, the Middle East and the North Sea. During that time Mr.Bulley gained expertise in basin to prospect evaluations, field development and well operations planning. and was a principal geologist in the Cairn Energy New Ventures team where he was

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instrumental in Cairn’s entry into its onshore Côte d’Ivoire licenses and entry into Mauritania. Mr.Bulley holds an MSc from Imperial College, London in Petroleum Geology, and is a member of the Petroleum Exploration Society of Great Britain.

•        Matt Tyrell.    Mr.Tyrell is an expert in Africa geology and farmouts, coordinating between oil companies and host countries to deliver opportunities. Mr.Tyrell has over 20 years of experience planning, acquiring and interpreting geological and geophysical data leading to successful completion of work programs. Mr.Tyrell has extensive knowledge of the petroleum systems, oil company activities and strategies, license round processes and block licenses of Africa and South America. Mr.Tyrell also has significant exposure to international projects including onshore Africa, offshore East & West Africa, Mediterranean, Brazil, Eastern Canada, onshore US, UK and Norwegian North Sea.

•        Simon Lucas.    Mr.Lucas is a 30-year drilling professional with a track record of delivery of offshore and onshore wells in established and frontier operating environments. Mr.Lucas’ expertise includes leadership and management of well design and operations, and recruitment and supervision of onshore and offshore personnel. Mr.Lucas has over 14 years drilling experience with Shell alone and has been an Engineering Manager and Operations Manager for numerous oil operators such as SDX Energy, Europa Oil & Gas, and Silverstone Energy. Mr.Lucas holds a BEng with Honors from the University of Nottingham in Mining Engineering and is a Chartered Engineer.

•        Chris “Kofi” Amenyinyor.    Mr.Amenyinyor is an entrepreneur in international business development. Mr.Amenyinyor has represented numerous foreign companies in West Africa. For Elephant Oil, Mr.Amenyinyor maintains strong relationships between the company and the Benin government while working on logistics and support for various projects. Chris is the founder of Christ’s Ambassadors for Nations, a non-governmental organization based in Ghana. Mr.Amenyinyor has also been involved in numerous investment ventures associated with the export of tropical products in and out of West Africa (Togo, Côte d’Ivoire, Burkina Faso and Niger). Mr.Amenyinyor is multi-lingual, with fluency in English and French.

•        Wil Kohou.    Mr.Kohou is an experienced oil and gas professional with a background in electrical engineering. Over the past 13 years, Mr.Kohou has focused on the upstream and downstream oil industry. Mr.Kohou was formerly a project engineer at SIR (a Total partly owned refinery in Côte d’Ivoire). Mr.Kohou was also an engineering supervisor for companies including Halliburton and GE Oil and Gas. Mr.Kohou has extensive experience in the drilling and completion of complex unconventional horizontal oil and gas wells such as in the Permian Basin, Eagle Ford, and Barnett Shale plays with a proven expertise in troubleshooting and designing ballistic systems. Mr.Kohou is a proven negotiator with an in-depth knowledge of regulations surrounding the oil and gas industry in the USA and Côte d’Ivoire.

Board Composition and Election of Directors

Our board of directors currently consists of five members. Under our bylaws, the number of directors who shall constitute the Board shall equal not less than one nor more than10, as the Board or majority stockholders may determine by resolution from time to time.

Director Independence

Our board has determined that Matthew Lofgran currently has relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, such that he is not “independent” as that term is defined under the rules of the Nasdaq Stock Market LLC, or the Nasdaq rules. As permitted by Nasdaq, we intend to phase in compliance with the Nasdaq’s director independence requirements within the schedule outlined in the Nasdaq’s rules. Our board as determined and Dr. Stephen Staley, Peter Elliott, Frank Ingriselli and David Blanchard are all “independent” as that term is defined under Nasdaq rules. That schedule requires a majority of the members of our Board to be independent within one year of listing. It also requires one member of each Board committee be independent at the time of listing, a majority of Board committee members to be independent within 90 days of listing, and all Board committee members to be independent within one year from listing.

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Classified Board of Directors

In accordance with our articles of incorporation and bylaw which will go into effect upon the completion of this offering, our board of directors will be divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Effective upon the closing of this offering, our directors will be divided among the three classes as follows:

•        the Class I directors will be David Blanchard and his term will expire at our first annual meeting of stockholders following this offering;

•        the Class II directors will be Dr. Stephen Staley and Frank Ingriselli and their terms will expire at our second annual meeting of stockholders following this offering; and

•        the Class III directors will be Matthew Lofgran and Peter Elliott, and their terms will expire at our third annual meeting of stockholders following this offering.

Our articles of incorporation and bylaws will go into effect upon completion of this offering and will provide that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

Board Elections

In accordance with our bylaws, our stockholders shall elect the directors at our annual meeting of stockholders (except as otherwise provided therein for the filling of vacancies). Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

Board Leadership Structure

Our board has determined that upon completion of this offering our corporate governance guidelines will provide that, if the chairman of the board is a member of management or does not otherwise qualify as independent, the independent directors of the board may elect a lead director. The lead director’s responsibilities would include, but would not be not limited to: presiding over all meetings of the board of directors at which the chairman is not present, including any executive sessions of the independent directors; approving board meeting schedules and agendas; and acting as the liaison between the independent directors and the chief executive officer and chairman of the board. Our corporate governance guidelines will further provide the flexibility for our board of directors to modify our leadership structure in the future as it deems appropriate.

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors will not have a standing risk management committee, but will rather administer this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee will also monitor compliance with legal and regulatory requirements. Our nominating and corporate governance committee will monitor the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. While each committee will be responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors will be regularly informed through committee reports about such risks.

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Board Committees

Following this offering, we will have the following board of directors committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The anticipated composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Upon our listing on the Nasdaq Capital Market, each committee’s charter will be available under the Corporate Governance section of our website at http://elephant-oil.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Audit Committee.    The audit committee’s responsibilities will include:

•        appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•        overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

•        reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

•        coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•        discussing our risk management policies;

•        meeting independently with our internal auditing staff, if any, registered public accounting firm and management;

•        reviewing and discussing with management our compliance with the FCPA;

•        reviewing and approving or ratifying any related person transactions; and

•        preparing the audit committee report required by the United States Securities and Exchange Commission (“SEC”) rules.

After this offering, we expect that the initial members of our audit committee will be Dr. Stephen Staley (chairman), David Blanchard, Frank Ingriselli and Peter Elliott. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our board has determined that Dr. Stephen Staley is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. However, a minority of the members of the audit committee may be exempt from the heightened audit committee independence standards for one year from the date of effectiveness of the registration statement of which this prospectus forms a part. Our board of directors has determined that Dr. Stephen Staley is independent under the heightened audit committee independence standards of the SEC and Nasdaq.

As allowed under the applicable rules and regulations of the SEC and the NYSE, we intend to phase in compliance with the audit committee composition requirements prior to the end of the one-year transition period. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE.

Compensation Committee.    The compensation committee’s responsibilities include:

•        reviewing and approving, or recommending for approval by the board of directors, the compensation of our Chief Executive Officer and our other executive officers;

•        overseeing and administering our cash and equity incentive plans;

•        reviewing and making recommendations to our board of directors with respect to director compensation;

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•        reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and

•        preparing the annual compensation committee report required by SEC rules, to the extent required.

After this offering, we expect that the members of our compensation committee will be Frank Ingriselli (chairman), David Blanchard, Dr. Stephen Staley and Peter Elliott. Each of the members of our compensation committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

Nominating and Corporate Governance Committee.    The nominating and corporate governance committee’s responsibilities include:

•        identifying individuals qualified to become board members;

•        recommending to our board of directors the persons to be nominated for election as directors and to each board committee;

•        developing and recommending to our board of directors corporate governance guidelines, and reviewing and recommending to our board of directors proposed changes to our corporate governance guidelines from time to time;

•        overseeing a periodic evaluation of our board of directors; and

•        Develop effective Environmental, Social and Governance (ESG) policies within the corporate governance guidelines to address social responsibility aimed at providing appropriate support to local communities within areas subject to hydrocarbon exploration operations, and environmental goals aimed at limiting the environmental footprint of operations, ameliorating any changes to the environment and targeting mechanisms to reduce or offset the carbon footprint of operations.

After this offering, we expect that the members of our nominating and corporate governance committee will be Peter Elliott (co-chairman), David Blanchard (co-chairman), Frank Ingriselli and Dr. Stephen Staley. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee will have been a current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the last completed fiscal year.

Code of Ethics and Code of Conduct

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Upon our listing the Nasdaq Capital Market, our code of business conduct and ethics will be available under the Corporate Governance section of our website at http://elephant-oil.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

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EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation

The following sets forth the compensation paid by us to our named executive officers, during 2021.

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Matthew Lofgran, Chief Executive Officer	2021	120,000	​(1)	—	—	—	—	120,000
Lanre Oloniniyi, Chief Financial Officer	2021	14,000		—	—	—	—	14,000

____________

(1)      Represents compensation earned by Mr.Lofgran pursuant to his employment agreement, with all such compensation being deferred until the date the Company’s shares are publicly traded.

Employment Agreements

Employment Agreement — Matthew Lofgran

Effective as of April 29, 2021, we entered into an employment agreement with our CEO, Matt Lofgran. Mr. Lofgran’s employment commenced on April 29, 2021 and is “at-will” under governing law, subject to being terminable on 90 days written notice by either party at any time, provided, in the event of a “Cause” termination, no notice is required. Mr. Lofgran will report directly the Board.

We have agreed to pay Mr. Lofgran a salary of $180,000 (all of such compensation being deferred until the Company’s Common Stock is publicly traded), provided his salary will increase to $360,000 on the first date the Company’s Common Stock is publicly traded. He is eligible for an annual bonus, beginning in 2021, targeted at 50% of base salary, as determined by the Board based on his performance and the achievement by the Company of financial, operating and other objectives set by the Board. Mr. Lofgran also receives a standard benefit package, twenty vacation days per annum, and reimbursement for reasonable business and travel expenses.

We may terminate Mr. Lofgran’s employment with or without Cause. “Cause” means the Company’s termination of Executive’s employment with the Company as the result of: (i) Mr. Lofgran’s wilful misconduct or gross negligence in the course of carrying out his duties that results in material economic or reputational harm to the Company; (ii) Mr. Lofgran’s conviction of or plea of guilty or nolo contendere to a felony; (iii) a material breach by Mr. Lofgran of the Agreement; or (iv) a material breach of any of the Company’s written policies; provided that we will give Mr. Lofgran at least fifteen days to cure any termination under (iii) or (iv), if curable, after written notice is provided by us within 90 days following the Company’s knowledge of the breach giving rise to such notice.

Mr. Lofgran may resign with or without Good Reason. “Good Reason” means Mr. Lofgran’s Executive’s resignation after: (i) a diminution of his titles, duties, responsibilities, or authorities as set forth in this Agreement or his being required to report to another person other than the Board; (ii) a reduction in Mr. Lofgran’s Base Salary, annual cash bonus opportunity, or the Company’s failure to pay earned compensation; (iii) relocation of Mr. Lofgran office with the Company by more than 20 miles; or (iv) a material breach by the Company of the Agreement or any written agreement with Mr. Lofgran; provided, however, Mr. Lofgran must give notice within 90 days following the events giving rise to Good Reason, and the Company has a thirty day cure right.

In the event of a termination without Cause or resignation for Good Reason, we have agreed, if Mr. Lofgran signs a release in a form provided by the Company, to pay Mr. Lofgran severance of for the one year period of time following the separation date: (i) a prior year’s Annual Bonus, if not yet paid, (ii) Base Salary continuation at the rate in effect immediately prior to the separation, and (iii) monthly payments in an amount equal to, on an after tax basis, Mr. Lofgran’s monthly COBRA premiums.

Mr. Lofgran has agreed to the Company’s standard form of Confidentiality, Non-Solicitation, and Non-Compete Agreement, appended hereto, as a condition of execution of the Agreement.

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Consulting Agreement — Lanre Oloniniyi

We have executed a consulting agreement with Lanre Oloniniyi dated October 1, 2021. Mr. Oloniniyi is responsible for the planning, managing, and implementation of all of our finance operations, reporting to the Chief Executive Officer.

As compensation, we are paying Mr. Oloniniyi a monthly fee of $7,000, which shall increase to $220,000 on an annual basis after completion of our initial public offering. We are further compensating Mr. Oloniniyi with a grant of 200,000 options at $2.25 per option to purchase the Company’s Common Stock. The options will vest fifty (50) percent on the first anniversary of the date of grant and fifty (50) percent on the second anniversary, in all cases subject to continued provision of Consulting Services as of such vesting dates.

The Agreement is terminable on ten days written notice from either party. Upon termination, we will pay Mr. Oloniniyi any earned fees through the termination date and reimburse any valid business expenses.

Mr. Oloniniyi has agreed to standard protections of our confidential information, intellectual property, and nondisparagement.

Outstanding Equity Awards at Fiscal Year-End

No equity awards were awarded to our NEO during 2021.

Incentive Award Plans

2021 Incentive Plan

Immediately prior to the effectiveness of this offering, we intend to adopt and have approved, the 2021 Incentive Plan. Under the 2021 Incentive Plan, we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2021 Incentive Plan, as it is currently contemplated, are summarized below. Until implemented, the terms of the 2021 Incentive Plan and, accordingly, this summary, are subject to change.

Types of Awards.    The 2021 Incentive Plan provides for the grant of non-qualified stock options (“NQSOs”), incentive stock options (“ISOs”), restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards, stock appreciation rights, and other forms of stock based compensation.

Eligibility and Administration.    Employees, officers, consultants, directors, and other service providers of the Company and its affiliates are eligible to receive awards under the 2021 Incentive Plan. The 2021 Incentive Plan is administered by the board with respect to awards to non-employee directors and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of the company’s directors and/or officers (all such bodies and delegates referred to collectively as the plan administrator), subject to certain limitations that may be imposed under Section 16 of the Exchange Act, and/or other applicable law or stock exchange rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2021 Incentive Plan, subject to its express terms and conditions. The plan administrator also sets the terms and conditions of all awards under the 2021 Incentive Plan, including any vesting and vesting acceleration conditions.

Share Reserve.    Pursuant to the 2021 Incentive Plan, we have reserved            shares of the Common Stock for issuance thereunder, which reserve shall be increased            , equal to the lesser of (A) 10% of the aggregate number of shares of Common Stock outstanding after our initial public offering (including shares outstanding issued pursuant to the exercise of the underwriter’s over-allotment option) (B) such smaller number of shares as is determined by our board. The share reserve is subject to the following adjustments:

•        The share limit is increased by the number of shares subject to awards granted that later are forfeited, expire or otherwise terminate without issuance of shares, or that are settled for cash or otherwise do not result in the issuance of shares.

•        Shares that are withheld upon exercise to pay the exercise price of a stock option or satisfy any tax withholding requirements are added back to the share reserve and again are available for issuance under the 2021 Incentive Plan.

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Awards issued in substitution for awards previously granted by a company that merges with, or is acquired by, the Company do not reduce the share reserve limit under the 2021 Incentive Plan.

Director Compensation.    The 2021 Incentive Plan provides for an annual limit on non-employee director compensation of            in the fiscal year of a non-employee director’s initial service as a non-employee member of the board of directors of the Company. This limit applies to the sum of both equity grants that could be awarded to non-employee directors during a fiscal year (based on their value under ASC Topic 718 on the grant date) and cash compensation, such as cash retainers and meeting fees earned during a fiscal year. Notwithstanding the foregoing, the board reserves the right to make an exception to these limits due to extraordinary circumstances without the participation of the affected director receiving the additional compensation.

Stock Options.    ISOs may be granted only to employees of the Company, or to employees of a parent or subsidiary of the Company, determined as of the date of grant of such options. An ISO granted to a prospective employee upon the condition that such person becomes an employee shall be deemed granted effective on the date such person commences employment. The exercise price of an ISO shall not be less than 100% of the fair market value of the shares covered by the awards on the date of grant of such option or such other price as may be determined pursuant to the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Notwithstanding the foregoing, an ISO may be granted with an exercise price lower than the minimum exercise price set forth above if such award is granted pursuant to an assumption or substitution for another option in a manner that complies with the provisions of Section 424(a) of the Code. Notwithstanding any other provision of the 2021 Incentive Plan to the contrary, no ISO may be granted under the 2021 Incentive Plan after 10 years from the date that the 2021 Incentive Plan was adopted. No ISO shall be exercisable after the expiration of 10 years after the effective date of grant of such award, subject to the following sentence. In the case of an ISO granted to a ten percent stockholder, (i) the exercise price shall not be less than 110% of the fair market value of a share on the date of grant of such ISO, and (ii) the exercise period shall not exceed 5 years from the effective date of grant of such ISO.

Restricted Stock and Restricted Stock Units.    The committee may award restricted stock and RSUs under the 2021 Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified vesting conditions are not satisfied. RSU awards result in the transfer of shares of stock to the participant only after specified vesting conditions are satisfied. A holder of restricted stock is treated as a current shareholder and shall be entitled to dividend and voting rights, whereas the holder of a restricted stock unit is treated as a shareholder with respect to the award only when the shares are delivered in the future. RSUs may include dividend equivalents. Specified vesting conditions may include performance goals to be achieved during any performance period and the length of the performance period. The committee may, in its discretion, make adjustments to performance goals based on certain changes in the Company’s business operations, corporate or capital structure or other circumstances. When the participant satisfies the conditions of an RSU award, the Company may settle the award (including any related dividend equivalent rights) in shares, cash or other property, as determined by the committee, in its sole discretion.

Other Shares or Share-Based Awards.    The committee may grant other forms of equity-based or equity-related awards other than stock options, restricted stock or restricted stock units. The terms and conditions of each stock-based award shall be determined by the committee.

Clawback Rights.    Awards granted under the 2021 Incentive Plan will be subject to recoupment or clawback under the Company’s clawback policy or applicable law, both as in effect from time to time.

Sale of the Company.    Awards granted under the 2021 Incentive Plan do not automatically accelerate and vest, become exercisable (with respect to stock options), or have performance targets deemed earned at target level if there is a sale of the Company. The Company does not use a “liberal” definition of change in control as defined in Institutional Shareholder Services’ proxy voting guidelines. The 2021 Incentive Plan provides flexibility to the committee to determine how to adjust awards at the time of a sale of the Company.

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No Repricing.    The 2021 Incentive Plan prohibits the amendment of the terms of any outstanding award, and any other action taken in a manner to achieve (i) the reduction of the exercise price of NQSOs, ISOs or stock appreciation rights (collectively, “Stock Rights”); (ii) the cancellation of outstanding Stock Rights in exchange for cash or other awards with an exercise price that is less than the exercise price or base price of the original award; (iii) the cancellation of outstanding Stock Rights with an exercise price or base price that is less than the then current fair market value of a share of Common Stock in exchange for other awards, cash or other property; or (iv) otherwise effect a transaction that would be considered a “repricing” for the purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted without stockholder approval.

Transferability of Awards.    Except as described below, awards under the 2021 Incentive Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The committee has discretion, however, to permit certain transfer of awards to other persons or entities.

Adjustments.    As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2021 Incentive Plan and any outstanding awards, as well as the exercise price or base price of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

Amendment and Termination.    The board of directors may amend, modify or terminate the 2021 Incentive Plan without stockholder approval, except that stockholder approval must be obtained for any amendment that, in the reasonable opinion of the board or the committee, constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a stock exchange on which shares of Common Stock are then listed. The 2021 Incentive Plan will terminate upon the earliest of (1) termination of the 2021 Incentive Plan by the board of directors, or (2) the tenth anniversary of the board adoption of the 2021 Incentive Plan. Awards outstanding upon expiration of the 2021 Incentive Plan shall remain in effect until they have been exercised or terminated, or have expired.

Director Compensation

No compensation was paid to our non-employee directors for services rendered during 2021 and 2020.

The material terms of the non-employee director compensation program, as it is currently contemplated, are summarized below.

The non-employee director compensation program will provide for annual retainer fees and/or long-term equity awards for our non-employee directors. We expect each non-employee director will receive an annual retainer of $50,000 plus an additional $10,000 for each board committee that he or she is on. A non-employee director serving as chairman of the board will receive an additional annual retainer of $20,000. The non-employee directors other than Frank Ingriselli will also receive stock options to purchase 125,000shares of Common Stock of the Company (whereas Mr.Ingriselli will be receiving 200,000 stock options), and the non-employee director serving as chairman of the board will also receive additional stock options to purchase 75,000shares of Common Stock of the Company, with 50% vesting after the first year and 50% vesting after the second year.

Compensation under our non-employee director compensation policy will be subject to the annual limits on non-employee director compensation set forth in the 2021 Incentive Plan, as described above, but such limits will not apply prior to the first calendar year following the calendar year in which this offering is completed. Our board of directors or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2021 Incentive Plan. As provided in the 2021 Incentive Plan, our board of directors or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the board of directors or its authorized committee may determine in its discretion.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions since March 29, 2021 (inception) to which we have been a party in which the amount involved will be the lesser of $120,000 or 1% of our assets, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

Accounts Payable

The Company had accounts payable to Matthew Lofgran, our Chief Executive Officer, of $502,941 as consideration for consulting services rendered to the Company, due upon demand as of June 30, 2021. Additionally, the Company had accounts payable as consideration for consulting services rendered to the Company, due upon demand, to Gavin Burnell, a shareholder, a noteholder and former director of the Company, of $177,308 as of June 30, 2021, due upon demand and non-interest bearing.

These accounts payable were settled through the issuance of 212,111 and 79,222shares of Common Stock to Mr.Lofgran and Mr.Burnell, respectively, in August 2021, with a balance of approximately $25,000 remaining due Mr.Lofgran.

Advisory Agreement with EF Hutton

On October 14, 2021, Elephant Oil signed an Advisory Agreement with EF Hutton, division of Benchmark Investments, LLC, pursuant to which EF Hutton will act as exclusive financial advisor to Elephant Oil, in connection with providing general financial advisory to Elephant Oil (the “Advisory Agreement”). In consideration of EF Hutton’s services, Elephant Oil agreed to issue 4.99% of its Common Stock, computed as of the Advisory Agreement date, to certain individuals and an entity affiliated with EF Hutton as of the date of the Advisory Agreement, which totaled an aggregate of 588,854 Common Stock issued on October 14, 2021.

Notes Payable

Notes payable, related parties, consist of the following:

	December 31, 2021		June 30, 2021
	(Unaudited)		(Audited)
Loan from Gavin Burnell, shareholder and former director of the Company, dated December 7, 2013, unsecured, bearing interest at 15% per annum, due December 7, 2022.	$	268,341	$	275,150
Loan from Woodland Capital (controlled by Gavin Burnell) dated November 4, 2013, unsecured, bearing interest at 15%, due December 7, 2022.		67,385		69,095
Total notes payable		335,726		344,245
Less current portion of notes payable, net		—		—
Long-term notes payable, net	$	335,726	$	344,245

Accrued interest on the above notes payable totaled $446,305 and $431,811 as of December31, 2021 (unaudited) and June 30, 2021, respectively. Interest expense for the above notes payable for the three months ended December31, 2021 (unaudited) and 2020 (unaudited) was $12,400, and $12,333, respectively, and $24,800 and $24,397 for the six months ended December31, 2021 (unaudited) and 2020 (unaudited), respectively. The accrued interest is due at maturity.

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Aggregate maturities of related party notes payable as of December31, 2021 (unaudited) are due in future fiscal years ending June 30,

2022	$	—
2023		335,726
2024		—
2025		—
2026		—
	$	335,726

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director and executive officer to the fullest extent permitted under the NRS, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. For further information, see “Description of Capital Stock — Limitations on Liability and Indemnification Matters.”

Policies and Procedures for Related Person Transactions

Our board will adopt a written related person transaction policy, to be effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved will be the lesser of $120,000 or 1% of assets the average of our total assets at year-end for the last two completed fiscal years, in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of            , 2022 by:

•        each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Common Stock (other than NEOs and directors);

•        each of our NEOs;

•        each of our directors; and

•        all of our executive officers and directors as a group.

The number of Common Stock beneficially owned by each stockholder is determined in accordance with the rules issued by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, subject to any community property laws.

Percentage ownership of our Common Stock before this offering is based on 12,603,310shares of Common Stock outstanding as of March25, 2022. Percentage ownership of our Common Stock after this offering is based on            shares of Common Stock. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, restricted units, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of            , 2022 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

To calculate a stockholder’s percentage of beneficial ownership of Common Stock, we must include in the numerator and denominator those shares of Common Stock, as well as those shares of Common Stock underlying options, warrants and convertible securities, that such stockholder is considered to beneficially own. Shares of Common Stock, and Common Stock underlying options, warrants and convertible securities, held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Elephant Oil Corp., Pennzoil Place, 700 Milam, Suite 1300, Houston, TX 77002.To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

	Beneficial Ownership Before the Offering Common Stock			Beneficial Ownership After the Offering Common Stock
Name of Beneficial Owner	Shares	%		Shares	%
5% Stockholders:
Theseus Capital Ltd.(1)	1,326,753	10.53	%
Adrian Beeston	1,326,753	10.53	%
Stephen Lundy	707,822	5.62	%
Gavin John Burnell	935,160	7.42	%
Hot Rocks Investments PLC(2)	659,091	5.23	%
Named Executive Officers and Directors:
Matthew Lofgran	2,688,733	21.33	%
Peter Elliott(3)	230,811	1.83	%

____________

(1)      Theseus Capital Ltd. is a Cayman Islands company for which Ron Bauer is a 100% controlling shareholder. The address of Theseus Capital Ltd. is One Capital Place, 3rd Floor, Grand Cayman KY1-1110 Cayman Islands.

(2)      Hot Rocks Investments PLC is an English company for which Gavin Burnell owns 24.07% of the membership interests. Mr.Burnell holds investment and voting control interests over the entity. The address of Hot Rocks Investments PLC is 60 Gracechurch Street, London, UK EC3V0HR.

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(3)      The Common Stock beneficially owned by Mr.Elliott are represented by: (i) 133,182 Common Stock personally owned by Mr.Elliott, (ii) 81,160 Common Stock owned by PVE Consulting Limited, an English Company for which Mr.Elliott owns 100% of the membership interest, with an address of LBW Accountants, Enterprise House, The Courtyard, Old Courthouse Road, Bromborough, Wirral CH62 4UE, and (iii) 16,469 Common Stock owned by Cove Energy Ltd., a British Virgin Islands company for which Mr.Elliott is a director and owner who holds investment and voting control interests over the entity, with an address of Offshore Incorporations Centre, Road Town, Tortola, BVI.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes important terms of our capital stock and certain provisions of our articles of incorporation and bylaws, each of which will be in effect upon the closing of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part.

General

Following the closing of this offering, the Company will be authorized to issue an aggregate of 500,000,000shares. The authorized capital stock is divided into 490,000,000shares of Common Stock having a par value of $0.0001 per share and 10,000,000shares of Preferred Stock having a par value of $0.0001 per share. As of March25, 2022, there were 12,603,310shares of our Common Stock outstanding, held by approximately 97 stockholders of record and no shares of our preferred stock outstanding.

Common Stock

All shares of Common Stock of the Company are one and the same class, identical in all respects and have equal rights, powers and privileges.

Voting.    Except as otherwise provided for by resolution of the Board of Directors, the holders of outstanding shares of Common Stock have the exclusive right to vote on all matters requiring stockholder action. On each matter on which holders of Common Stock are entitled to vote, each outstanding share of such Common Stock is entitled to one vote.

Dividends.    Subject to the rights of holders of any series of outstanding preferred stock, holders of shares of Common Stock have equal rights of participation in the dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Company legally available therefor.

Liquidation.    Subject to the rights of holders of any series of outstanding preferred stock, holders of shares of Common Stock have equal rights to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary.

Rights and Preferences.    Holders of our Common Stock will have no preemptive, conversion or subscription rights, and there will be no redemption or sinking funds provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of our Common Stock will be subject to, and may be adversely affected by, the rights of the holders of share of any series of our preferred stock that we may designate and issue in the future.

Fully Paid and Nonassessable.    All of our outstanding shares of Common Stock are, and the shares of Common Stock to be issued in this offering will be, fully paid and nonassessable.

Preferred Stock

Shares of preferred stock of the Company may be issued from time to time in one or more series, the shares of each series to have such voting powers, full or limited, if any, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed in the resolution or resolutions providing for the issue of such series, adopted by the Board of Directors. The resolutions providing for issuance of any series of preferred stock may provide that such series shall be superior to, rank equally with or be junior to any other series of preferred stock to the extent permitted by law and the terms of any other series of preferred stock.

Units

Each Unit being offered in this offering consists of one share of Common Stock and a Warrant to purchase one share of Common Stock. The share of Common Stock and Warrant that are part of the Units are immediately separable and will be issued separately in this offering, although they will have been purchased together in this offering.

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Warrants Issued in this Offering

Form.    The Warrants will be issued under a Warrant agent agreement between us and Vstock Transfer, LLC, as Warrant agent. The material terms and provisions of the Warrants offered hereby are summarized below. The following description is subject to, and qualified in its entirety by, the form of warrant agent agreement and accompanying form of Warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. You should review a copy of the form of warrant agent agreement and accompanying form of warrant for a complete description of the terms and conditions applicable to the Warrants.

Exercisability.    The Warrants are exercisable immediately upon issuance and will thereafter remain exercisable at any time up to five (5) years from the date of original issuance. The Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).

Exercise Price.    Each Warrant represents the right to purchase one share of Common Stock at an exercise price of $           per share (equal to 125% of the public offering price). The exercise price is subject to appropriate adjustment in the event of certain share dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our shares of Common Stock and also upon any distributions of assets, including cash, stock or other property to our shareholders. The Warrant exercise price is also subject to anti-dilution adjustments under certain circumstances.

Cashless Exercise.    If, at any time during the term of the Warrants, the issuance of shares of Common Stock upon exercise of the Warrants is not covered by an effective registration statement, the holder is permitted to effect a cashless exercise of the Warrants (in whole or in part) by having the holder deliver to us a duly executed exercise notice, canceling a portion of the Warrant in payment of the purchase price payable in respect of the number of shares of Common Stock purchased upon such exercise.

Failure to Timely Deliver Shares.    If we fail for any reason to deliver to the holder the shares subject to an exercise by the date that is the earlier of (i) two (2) trading days and (ii) the number of trading days that is the standard settlement period on our primary trading market as in effect on the date of delivery of the exercise notice, we must pay to the holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares subject to such exercise (based on the daily volume weighted average price of our shares of Common Stock on the date of the applicable exercise notice), $10 per trading day for each trading day after such date until such shares are delivered or the holder rescinds such exercise. In addition, if after such date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the holder of the shares which the holder anticipated receiving upon such exercise, then we shall (A) pay in cash to the holder the amount, if any, by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of shares that we were required to deliver to the holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the holder, either reinstate the portion of the Warrant and equivalent number of shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the holder the number of shares of Common Stock that would have been issued had we timely complied with our exercise and delivery obligations.

Exercise Limitation.    A holder will not have the right to exercise any portion of a Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.

Exchange Listing.    We have filed an application for the listing of the Warrants offered in this offering on the Nasdaq Capital Market under the symbol “ELEPW.”

Rights as a Shareholder.    Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of our shares of Common Stock, the holder of a Warrant does not have the rights or privileges of a holder of our shares of Common Stock, including any voting rights, until the holder exercises the Warrant.

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Governing Law and Jurisdiction.    The warrant agent agreement and warrant provide that the validity, interpretation, and performance of the warrant agent agreement and the warrants will be governed by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. In addition, the warrant agent agreement and warrant provide that any action, proceeding or claim against any party arising out of or relating to the warrant agent agreement or the warrants must be brought and enforced in the state and federal courts sitting in the City of New York, Borough of Manhattan. Investors in this offering will be bound by these provisions. However, we do not intend that the foregoing provisions would apply to actions arising under the Securities Act or the Exchange Act.

Representative’s Warrants

Upon the closing of this offering, there will be up to                shares of Common Stock issuable upon exercise of the Representative’s Warrants. See “Underwriting — Representative’s Warrants” below for a description of the Representative’s Warrants.

Anti-Takeover Provisions

Some provisions of Nevada law and our articles of incorporation and our bylaws that will be in effect upon the closing of this offering could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interests or in our best interests, including transactions that provide for payment of a premium over the market price for our Common Stock or Warrants.

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock.    The ability of our board of directors, without action by our stockholders, to issue up to 10,000,000shares of undesignated preferred stock with voting or other rights or preferences as designated by our board of directors could impede the success of any attempt to effect a change in control of our company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

Stockholder Meetings.    Our bylaws will provide that a special meeting of stockholders may be called only by the chairman of our board of directors, our chief executive officer or president (in the absence of a chief executive officer), or by a resolution adopted by a majority of our board of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals.    Our bylaws will establish advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors of a committee of our board of directors.

Elimination of Stockholder Action by Written Consent.    Any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be taken by written consent.

Staggered Board.    Our board of directors will be divided into three classes. The directors in each class will serve a three-year term, with one class being elected each year by our stockholders. For more information on our classified board, see “Management — Classified Board of Directors.” This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Removal of Directors.    Our articles of incorporation will provide that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of the holders of at least two-thirds in voting power of the outstanding shares of stock entitled to vote in the election of directors.

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Stockholders Not Entitled to Cumulative Voting.    Our articles of incorporation will not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our Common Stock entitled to vote in any election of directors will be able to elect all of the directors standing for election, if they choose.

Amendment of Charter Provisions.    The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred stock and the provision prohibiting cumulative voting, would require approval by holders of at least two-thirds in voting power of the outstanding shares of stock entitled to vote thereon.

Nevada Revised Statutes.    The Nevada Revised Statutes (“NRS”) contain several provisions which may make a hostile take-over or change of control of our Company more difficult to accomplish. They include the following:

Under Nevada law, any one or all of the directors of a corporation may be removed by the holders of not less than two-thirds of the voting power of a corporation’s issued and outstanding stock. All vacancies on the board of directors of a Nevada corporation may be filled by a majority of the remaining directors, though less than a quorum, unless the articles of incorporation provide otherwise. In addition, unless otherwise provided in the articles of incorporation, the board may fill the vacancies for the entire remainder of the term of office of the resigning director or directors. Our Articles of Incorporation do not provide otherwise.

In addition, Nevada law provides that unless otherwise provided in a corporation’s articles of incorporation or bylaws, shareholders do not have the right to call special meetings. Our articles of incorporation and our bylaws do not give shareholders this right. In accordance with Nevada law, we also require advance notice of any shareholder proposals.

Nevada law provides that, unless otherwise prohibited by any bylaws adopted by the shareholders, the board of directors may amend any bylaw, including any bylaw adopted by the shareholders. Pursuant to Nevada law, our articles of incorporation grant the authority to adopt, amend or repeal bylaws exclusively to our directors.

Nevada’s “combinations with interested stockholders” statutes prohibit certain business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after the such person first becomes an “interested stockholder” unless (i) the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or (ii) the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval, certain restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (x) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (y) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. Subject to certain timing requirements set forth in the statutes, a corporation may elect not to be governed by these statutes. However, we have not included any such provision in our Articles of Incorporation or Bylaws, which means these provisions apply to us.

Nevada’s “acquisition of controlling interest” statutes contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person who acquires a “controlling interest” in certain Nevada corporations may be denied certain voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These statutes provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

Our articles of incorporation and bylaws currently contain no provisions relating to these statutes, and unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest were to provide otherwise, these laws would apply to us if we were to (i) have 200 or more stockholders of record (at least 100 of which have addresses in the State of Nevada appearing on our stock ledger) and (ii) do business in the State of

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Nevada directly or through an affiliated corporation. As of the date of this prospectus, we have less than 100 record stockholders with Nevada addresses. However, if these laws were to apply to us, they might discourage companies or persons interested in acquiring a significant interest in or control of the company, regardless of whether such acquisition may be in the interest of our stockholders.

Listing

We intend to apply to have our Common Stock and Warrants listed on The Nasdaq Capital Market under the symbols “ELEP” and “ELEPW”, respectively.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock and Warrants will be VStock Transfer, LLC.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our Common Stock, and no predictions can be made about the effect, if any, that market sales of our Common Stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, future sales of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock and could impair our ability to raise capital through future sales of our securities. See “Risk Factors — Risks Related to this Offering and Ownership of Our Common Stock — Sales of a substantial number of shares of our Common Stock in the public market could cause the price of our securities to fall.” Furthermore, although we intend to apply to have our Common Stock listed on the Nasdaq Capital Market, we cannot assure you that there will be an active public trading market for our Common Stock.

Upon the closing of this offering, based on the number of shares of our Common Stock outstanding as of            , 2022, we will have an aggregate of            shares of our Common Stock outstanding, assuming no exercise of the Warrants being offered in this offering. Of these shares of our Common Stock, all of the shares sold in this offering (or shares if the underwriters exercise in full their option to purchase additional shares of Common Stock and/or Warrants) will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

The remaining shares of our Common Stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. We expect that substantially all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below. Upon expiration of the lock-up period, we estimate that approximately            shares of our Common Stock will be available for sale in the public market, subject in some cases to applicable volume limitations under Rule 144.

Lock-Up and Market Standoff Agreements

All of our directors, executive officers and certain of our security holders are subject to lock-up agreements or market standoff provisions that, subject to certain exceptions, prohibit them from directly or indirectly offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to purchase, granting any option, right or warrant to purchase or otherwise transferring or disposing of any shares of our Common Stock, options to acquire shares of our Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired, or entering into any swap or any other agreement or any transaction that transfer, in whole or in part, directly or indirectly, the economic consequence of ownership, for a period of 180 days following the date of this prospectus, without the prior written consent of EF Hutton, division of Benchmark Investments, LLC. See the section entitled “Underwriting.”

Rule 144

Affiliate Resales of Restricted Securities.    In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our Common Stock for at least six months would be entitled to sell in “brokers transactions” or certain “riskless principal transactions” or to market makers, a number of shares within any three month-period that does not exceed the greater of:

•        1% of the number of our Common Stock then outstanding, which will equal approximately shares of our Common Stock immediately after this offering; or

•        the average weekly reported trading volume in shares of our Common Stock on the Nasdaq Capital Market during the four calendar weeks preceding the date on which a notice of the sale on Form 144 is filed with the SEC with respect to such sale.

Affiliates resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and the Nasdaq concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

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Non-Affiliate Resales of Restricted Securities.    In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our Common Stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701 of the Securities Act, each of our employees, officers, directors, consultants or advisors who purchases shares of our Common Stock from us in connection with a compensatory stock or option plan or other written agreement executed before the effective date of the registration statement under the Securities Act is entitled to resell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of ours can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of ours can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

The SEC has indicated that Rule 701 will apply to typical options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Incentive Plans

We intend to file with the SEC a registration statement on Form S-8 under the Securities Act covering the shares of Common Stock reserved for issuance under our 2021 Incentive Plan. The registration statement is expected to be filed and become effective as soon as practicable after the closing of this offering. Accordingly, shares registered under the Form S-8 registration statement will be available for sale in the open market following the registration statement’s effective date, subject to Rule 144 volume limitations and the lock-up agreements described above, if applicable. For a complete description of these transactions, please see the sections “Executive Compensation — 2021 Incentive Plan” in this prospectus.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO
NON-U.S. HOLDERS OF OUR SECURITIES

The following discussion is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the purchase, ownership and disposition of our Common Stock and Warrants issued pursuant to this offering, but does not purport to be a complete and comprehensive analysis of all potential tax consequences. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not addressed herein. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a non-U.S. holder of our Common Stock or Warrants. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our Common Stock or Warrants.

This discussion is limited to non-U.S. holders that hold our Common Stock or Warrants as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a non-U.S. holder’s particular circumstances, including the impact of the alternative minimum tax or the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to non-U.S. holders subject to special rules, including, without limitation:

•        U.S. expatriates and certain former citizens or long-term residents of the United States;

•        persons holding our Common Stock or Warrants as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

•        banks, insurance companies, and other financial institutions;

•        brokers, dealers or traders in securities or currencies;

•        persons that hold more than 5% of our Common Stock, directly or indirectly;

•        “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•        corporations organized outside of the United States, any state thereof or the District of Columbia that are nonetheless treated as U.S. taxpayers for U.S. federal income tax purposes;

•        partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•        tax-exempt organizations or governmental organizations;

•        persons deemed to sell our Common Stock under the constructive sale provisions of the Code;

•        persons for whom our Common Stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code;

•        persons who hold or receive our Common Stock or Warrants pursuant to the exercise of any employee stock option or otherwise as compensation;

•        qualified foreign pension funds as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

•        persons subject to special tax accounting rules as a result of any item of gross income with respect to our Common Stock being taken into account in an applicable financial statement; and

•        tax-qualified retirement plans.

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If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds our Common Stock, the tax treatment of a partner (or person or entity treated as a partner) will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the United States federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS LEGAL OR TAX ADVICE AND DOES NOT SERVE AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK OR WARRANTS ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our Common Stock or Warrants that is neither a “U.S. person,” nor an entity treated as a partnership for U.S. federal income tax purposes regardless of its place of organization or formation. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust that (1) is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust, or has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Distributions

As described in the section titled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Common Stock in the foreseeable future.2 However, if we do make distributions on our Common Stock, such distributions of cash or property on our Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its Common Stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “— Sale or Other Disposition of Common Stock.”

Subject to the discussion below on effectively connected income, backup withholding and foreign accounts, dividends paid to a non-U.S. holder of our Common Stock that are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the non-U.S. holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Non-U.S. holders may be entitled to a reduction in or an exemption from withholding on dividends as a result of either (a) an applicable income tax treaty or (b) the non-U.S. holder holding our Common Stock in connection with the

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conduct of a trade or business within the United States and dividends being effectively connected with that trade or business. To claim such a reduction in or exemption from withholding, the non-U.S. holder must provide the applicable withholding agent with a properly completed and executed (a) IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming an exemption from or reduction of the withholding tax under the benefit of an income tax treaty between the United States and the country in which the non-U.S. holder resides or is established, or (b) IRS Form W-8ECI stating that the dividends are not subject to withholding tax because they are effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States, as may be applicable. These certifications must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. If a non-U.S. holder holds stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to such agent. The non-U.S. holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities (e.g., partnerships) rather than corporations or individuals.

If dividends paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), then, although exempt from U.S. federal withholding tax (provided the non-U.S. holder provides appropriate certification, as described above), the non-U.S. holder will be subject to U.S. federal income tax on such dividends on a net income basis at the regular U.S. federal income tax rates. In addition, a non-U.S. holder that is a corporation may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty, provided the non-U.S. holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Exercise of Our Warrants

Exercise of our Warrants by a Non-U.S. Holder will cause the Holder to become a Non-U.S. Holder of our Common Stock with an adjusted basis in that stock generally equal to the Non-U.S. Holder’s adjusted basis in the Warrant plus the amount paid to exercise the Warrant(s). No U.S. income tax or withholding tax is applicable to such exercise.

Sale or Other Disposition of Common Stock or Warrants

Subject to the discussions below on backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Common Stock or Warrants unless:

•        the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

•        the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•        our Common Stock or Warrants constitute U.S. real property interests, or USRPIs, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding such disposition or such non-U.S. holder’s holding period.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

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A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our Common Stock or Warrants, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States) provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we would be a USRPHC if our USRPIs comprise (by fair market value) at least 50 percent of our business assets. We believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our other business assets and our non-U.S. real property interests, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our Common Stock or Warrants by a non-U.S. holder will not be subject to U.S. federal income tax if our Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of our Common Stock or Warrants throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period. There can be no assurance that our Common Stock or Warrants will continue to qualify as regularly traded on an established securities market. If any gain on your disposition is taxable because we are a USRPHC and your ownership of our Common Stock exceeds 5%, you will be taxed on such disposition generally in the manner as gain that is effectively connected with the conduct of a U.S. trade or business (subject to the provisions under an applicable income tax treaty), except that the branch profits tax generally will not apply.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Subject to the discussion below on FATCA, payments of dividends on our Common Stock will not be subject to backup withholding,, provided the applicable withholding agent does not have actual knowledge or reason to know such holder is a U.S. person and the holder either certifies under penalties of perjury its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions (including deemed distributions) on our Common Stock paid to the non-U.S. holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. Such information returns generally include the amount of any such dividends, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such dividends are paid. In addition, proceeds of the sale or other taxable disposition of our Common Stock or Warrants within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a U.S. person or the holder otherwise establishes an exemption. Proceeds of a disposition of our Common Stock or Warrants conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRAS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code and applicable Treasury Regulations (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA), on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of our Common Stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial

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foreign entity is acting as an intermediary), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Common Stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations, eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

We will not pay additional amounts or “gross up” payments to holders as a result of any withholding or deduction for taxes imposed under FATCA. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Prospective investors should consult their tax advisors regarding the potential application of FATCA to their investment in our Common Stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY RECENT OR PROPOSED CHANGE IN APPLICABLE LAW.

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UNDERWRITING

We are offering the units described in this prospectus through EF Hutton, division of Benchmark Investments, LLC, who is acting as the representative of the underwriters of this offering (the “Representative”). Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock. The underwriting agreement that we intend to enter into with the Representative (the “Underwriting Agreement”) will provide that the obligations of the underwriters are subject to representations, warranties and conditions contained therein. The underwriters will agree to buy, subject to the terms of the Underwriting Agreement, the number of units listed opposite their names below. Pursuant to the Underwriting Agreement, the underwriters will be committed to purchase and pay for all of the units if any are purchased. The underwriters are not obligated to purchase the units covered by the underwriters’ over-allotment option described below.

Underwriter	Number of Units
EF Hutton, division of Benchmark Investments, LLC
Total

Subject to the terms and conditions set forth in the Underwriting Agreement, the underwriters have agreed, severally and not jointly, to purchase all of the units sold under the Underwriting Agreement if any of these units are purchased. If an underwriter defaults, the Underwriting Agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the Underwriting Agreement may be terminated.

We have agreed to indemnify the underwriters against specified liabilities, including some liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the Units, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the Units, and other conditions contained in the Underwriting Agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that they propose initially to offer the units to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $            per Unit. After the initial public offering, the public offering price, concession and discount may be changed.

The following table shows the per Unit and total underwriting discounts and commissions to be paid to the underwriters. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

		Total
	Per Unit	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us	$	$	$
Proceeds, before expenses, to us	$	$	$

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $            . We have agreed to reimburse the underwriters for expenses relating to this offering up to $            .

Representative’s Warrants

We have agreed to issue warrants to EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters, upon the closing of this offering, which entitle it to purchase up to 5% of the total number of shares of Common Stock being sold in this offering (the “Representative’s Warrants”). The exercise price of the Representative’s Warrants is equal to $            per Unit (125% of the offering price of the Units offered hereby). The Representative’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six months from the effective date of this offering. The Representative’s Warrants shall not be redeemable. The Representative’s Warrants and the shares of Common Stock underlying the Representative’s Warrants have been deemed compensation by FINRA

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and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The Representative’s Warrants may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days following the effective date of the registration for this offering, except that they may be assigned, in whole or in part, to any officer or partner of the representative, and to members of the underwriting syndicate or selling group (or to officers or partners thereof), or as otherwise permitted, in compliance with FINRA Rule 5110(g)(2). The Representative’s Warrants will contain provisions for one demand registration of the sale of the underlying shares of Common Stock at our expense and unlimited “piggyback” registration rights for a period of five (5) years after the effective date of the registration statement for this offering at our expense. The exercise price and number of shares issuable upon exercise of the Representative’s Warrants may be adjusted in certain circumstances including in the event of a stock split or other corporate events and as otherwise permitted under Rule 5110(f)(2)(G) of FINRA.

Over-Allotment Option

We have granted an option to the underwriters to purchase up to            additional shares of Common Stock and/or Warrants at the public offering price less the underwriting discount. The underwriters may exercise this option for 45 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the Underwriting Agreement.

Right of First Refusal

We have also granted EF Hutton, division of Benchmark Investments, LLC, a 12-month right of first refusal to act as sole investment banker, sole book-runner, and/or sole placement agent, for any public and private equity and debt offering, including all equity linked financings.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representative may agree to allocate a number of shares of Common Stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters that may make Internet distributions on the same basis as other allocations.

Pricing of the Offering

Prior to this offering, there has been no public market for our Common Stock or Warrants. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to            % of the Common Stock and Warrants in this offering for sale to our directors, officers, employees and other individuals associated with us and members of their families.

Lock-ups

We, all of our directors, executive officers and certain of our security holders are subject to lock-up agreements that, subject to certain exceptions, prohibit them from directly or indirectly offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to purchase, granting any option, right or warrant to purchase or otherwise transferring or disposing of any shares of our Common Stock, options to acquire shares of our Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired, or entering into any swap or any other agreement or any transaction that transfer, in whole or in part, directly or indirectly, the economic consequence of ownership, for a period of 180 days following the date of this prospectus, without the prior written consent of EF Hutton, division of Benchmark Investments, LLC.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the Units is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our Units. However, the representatives may engage in transactions that stabilize the price of the Common Stock, such as bids or purchases to peg, fix or maintain that price.

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The underwriters may purchase and sell the Units in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Units than they are required to purchase in this offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional Common Stock and/or Warrants from the issuer in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional Units or purchasing Units in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Units in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of Units made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the Common Stock or Warrants or preventing or retarding a decline in the market price of the Common Stock or Warrants. As a result, the price of the Common Stock or Warrants may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Common Stock or Warrants. In addition, neither we nor any of the representatives make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Passive Market Making

In connection with this offering, underwriters, and selling group members may engage in passive market making transactions in our securities on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to Elephant Oil and to persons and entities with relationships with Elephant Oil, for which they received or will receive customary fees and expenses.

Selling Restrictions

Canada

The Units may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act

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(Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Regulation, or each, a Relevant Member State, an offer to the public of any shares of our Common Stock or Warrants may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our Common Stock or Warrants may be made at any time under the following exemptions under the Prospectus Regulation, if they have been implemented in that Relevant Member State:

(i)     to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(ii)    to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(iii)   in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares of our Common Stock or Warrants shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our Common Stock or Warrants in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our Common Stock to be offered so as to enable an investor to decide to purchase any shares of our Common Stock or Warrants, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

Each underwriter has represented and agreed that:

(a)     it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA) received by it in connection with the issue or sale of the shares of our Common Stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b)    it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our Common Stock and Warrants in, from or otherwise involving the United Kingdom.

Hong Kong

Shares of our Common Stock or Warrants may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and

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no advertisement, invitation or document relating to shares of our Common Stock or Warrants may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our Common Stock or Warrants which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of the shares of Common Stock or Warrants.

Accordingly, the shares of Common Stock or Warrants have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors (“QII”)

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph2, Article 4 of the FIEL) in relation to the shares of Common Stock or Warrants constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph1, Article 4 of the FIEL, has not been made in relation to the shares of Common Stock or Warrants. The shares of Common Stock or Warrants may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph2, Article 4 of the FIEL) in relation to the shares of Common Stock or Warrants constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph1, Article 4 of the FIEL, has not been made in relation to the shares of Common Stock or Warrants. The shares of Common Stock or Warrants may only be transferred en bloc without subdivision to a single investor.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of our Common Stock or Warrants may not be circulated or distributed, nor may the shares of our Common Stock or Warrants be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where shares of our Common Stock or Warrants are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired shares of our Common Stock or Warrants under Section 275 except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (b) where no consideration is given for the transfer; or (c) by operation of law.

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LEGAL MATTERS

The validity of the Units, shares of Common Stock and Warrants covered by this prospectus and certain other legal matters will be passed upon for us by McDermott Will & Emery LLP. Certain legal matters in connection with this offering will be passed upon for the underwriters by Lucosky Brookman LLP.

EXPERTS

The financial statements of Elephant Oil Corp. as of June 30, 2021 and 2020 appearing in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Elephant Oil Corp. to continue as a going concern as described in Note 3 to the financial statements as well as an emphasis of matter paragraph regarding a restatement as described in Note 2), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the Units offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon completion of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

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Elephant Oil Corp.

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
For the Years Ended June 30, 2021 and 2020
Consolidated Balance Sheets as of June 30, 2021 and 2020	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended June 30, 2021 and 2020	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2021 and 2020	F-6
Notes to Consolidated Financial Statements	F-7

ELEPHANT OIL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 30, 2021 AND 2020

FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets as of December31, 2021 (Unaudited) and June 30, 2021	F-22
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Six Months Ended December31, 2021 and 2020 (Unaudited)	F-23
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December31, 2021 and 2020 (Unaudited)	F-24
Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended December31, 2021 and 2020 (Unaudited)	F-25
Notes to Unaudited Condensed Consolidated Financial Statements	F-26

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of
Elephant Oil Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Elephant Oil Corp. (the “Company”) as of June 30, 2021 and June 30, 2020, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended June 30, 2021, and the related notes(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and June 30, 2020, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Restatement

As discussed in Note 2 to the consolidated financial statements, the accompanying consolidated statement of cash flows for the year ended June 30, 2021 was restated for the classification of deferred offering costs.

Explanatory Paragraph — Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor since 2021

Houston, Texas
March25, 2022

F-2

ELEPHANT OIL CORP.
CONSOLIDATED BALANCE SHEETS

	June 30,
	2021			2020
ASSETS
Current assets:
Cash	$	334,344		$	63,727
Prepaid expenses		12,572			—
Deferred offering costs		172,050			—
Total current assets		518,966			63,727
Oil and gas property – not subject to amortization		2,243,018			2,002,924
Total assets	$	2,761,984		$	2,066,651
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	108,361		$	71,103
Accounts payable, related parties		863,750			701,018
Current maturities, note payable, bank		13,819			—
Total current liabilities		985,930			772,121
Long-term liabilities:
Accrued interest, related parties		431,811			340,008
Notes payable, related parties		344,245			307,875
Note payable – bank		55,276			61,795
		831,332			709,678
Total liabilities		1,817,262			1,481,799
Commitments and Contingencies (Note 7)
Stockholders’ equity:
Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 issued and outstanding		—			—
Common stock, par value $0.0001, 490,000,000 shares authorized; 11,300,722 and 7,739,394 shares issued and outstanding as of June 30, 2021 and 2020, respectively		1,130			774
Additional paid-in capital		3,166,190			2,644,214
Accumulated other comprehensive loss		(496,691	)		(560,747	)
Accumulated deficit		(1,725,907	)		(1,499,389	)
Total stockholders’ equity		944,722			584,852
Total liabilities and stockholders’ equity	$	2,761,984		$	2,066,651

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

F-3

ELEPHANT OIL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Year Ended June 30,
	2021			2020
Revenue	$	—		$	—
Operating expenses:
Exploration expense		98,352			83,182
Selling, general and administrative	$	77,854			8,332
Total operating expenses		176,206			91,514
Loss from operations		(176,206	)		(91,514	)
Other income (expense)
Interest expense		(50,315	)		(47,095	)
Gain (loss) on foreign currency transactions		3			(38	)
		(50,312	)		(47,133	)
Loss before income taxes		(226,518	)		(138,647	)
Provision For income taxes		—			—
Net loss	$	(226,518	)	$	(138,647	)
Weighted-average Common Stock outstanding, basic and diluted		9,015,963			7,739,394
Basic and diluted net loss per Common Stock	$	(0.03	)	$	(0.02	)
Comprehensive loss:
Net loss	$	(226,518	)		(138,647	)
Foreign currency translation		64,056			(18,650	)
Comprehensive loss:	$	(162,462	)		(157,297	)

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

F-4

ELEPHANT OIL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity
	Shares	Amount
Balance at July 1, 2019	7,739,394	$	774	$	2,644,214	$	(542,097	)	$	(1,360,742	)	$	742,149
Foreign exchange translation	—		—		—		(18,650	)		—			(18,650	)
Net loss	—		—		—		—			(138,647	)		(138,647	)
Balance at June 30, 2020	7,739,394		774		2,644,214		(560,747	)		(1,499,389	)		584,852
Effect of reverse acquisition on April 21, 2021	3,316,884		332		—		—			—			332
Sale of common stock in private placement offering, net	244,444		24		521,976		—			—			522,000
Foreign exchange translation	—		—		—		64,056			—			64,056
Net loss	—		—		—		—			(226,518	)		(226,518	)
Balance at June 30, 2021	11,300,722	$	1,130	$	3,166,190	$	(496,691	)	$	(1,725,907	)	$	944,722

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

F-5

ELEPHANT OIL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended June 30,
	2021 (Restated)			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(226,518	)	$	(138,647	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Foreign currency transaction (gain) loss		(3	)		38
Changes in operating assets and liabilities:
Prepaid expenses		(12,572	)		—
Accounts payable and accrued liabilities		28,276			2,479
Accounts payable, related parties		78,609			76,589
Accrued interest, related parties		50,315			47,095
Net cash (used in) provided by operating activities		(81,893	)		(12,446	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of oil and gas property		(3,482	)		(4,944	)
Net cash provided by investing activities		(3,482	)		(4,944	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from issuance of common stock, net		522,000			—
Cash proceeds from bank loan		—			61,795
Deferred offering costs paid		(171,600	)		—
Net cash from financing activities		350,400			61,795
Effect of foreign currency translation		5,592			2,936
NET CHANGE IN CASH		270,617			47,341
Cash – Beginning of year		63,727			16,386
Cash – End of year	$	334,344		$	63,727
Deferred offering costs in accounts payable	$	480		$	—

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

F-6

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS

Company Organization

Elephant Oil Corp. (“Elephant Oil” or the “Company”) was incorporated in the State of Nevada on March 29, 2021. The Company is engaged in oil and gas exploration and development focused on underexplored areas onshore in West Africa. The Company’s headquarters is located in Houston, Texas, USA.

The Company is currently in the exploration stage and has not commenced drilling or production. The Company is focused on underexplored areas onshore in West Africa, specifically, the Republic of Benin and the Republic of Namibia.

Acquisition of EOL

Effective April 21, 2021, Elephant Oil entered into a Deed of Agreement (the “Agreement”) with Elephant Oil Limited (“EOL”), a private limited company registered in the United Kingdom on January 14, 2013 (the “Acquisition”), pursuant to which, Elephant Oil acquired all of the outstanding shares of EOL. Upon closing, EOL became a wholly-owned subsidiary of the Company (the “Acquisition”).

EOL has a wholly-owned subsidiary, Elephant Oil Benin SA (“EOB”), which is a private company incorporated in the Republic of Benin, West Africa, in 2014.

In accordance with the terms of the Agreement, Elephant Oil issued 7,739,394shares of its common stock (“Common Stock”) to EOL as consideration for the shares exchanged. As a result of the transaction, EOL shareholders acquired 70% of Elephant Oil’s issued and outstanding shares of Common Stock.

Immediately following the Acquisition, the Company had 11,056,278shares of Common Stock issued and outstanding. The pre-Acquisition shareholders of the Company retained an aggregate of 3,316,884shares of Common Stock of the Company, representing 30% ownership of the post-Acquisition Company. Therefore, upon consummation of the Acquisition, there was a change in control of the Company, with the former owners of EOL effectively acquiring control of the Company. The Acquisition was treated as a reverse recapitalization effected by a share exchange for financial and reporting purposes since Elephant Oil was deemed to be a shell corporation with nominal operations and assets at the time of the Acquisition. EOL is considered the acquirer for accounting purposes (with Elephant Oil considered the acquiree), and EOL’s historical financial statements represent the consolidated financial statements of the Company for preceding and current periods.

Production Sharing Agreement with Republic of Benin

In October 2013, the Company signed the Production Sharing Agreement providing a 100% licensed interest under the PSA in onshore Block B, which is over 1.1 million acres, or 1,772 square miles or 4,590 square kilometers. The Benin Hydrocarbons Corporation (“SOBEH”), a Benin state-owned entity, has an option to acquire a maximum of a 10% interest upon commercial discovery. In the event that a commercial discovery is made on Block B, the Production Sharing Agreement further entitles the Company to apply for and receive, subject to Benin government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Benin Ministry of Water and Mines. On January 26, 2019, the Benin government adopted a new petroleum code, Law No. 2019-06 (the “Petroleum Code”).

Petroleum Agreement with Republic of Namibia

In August 2021, Elephant Oil signed a Petroleum Agreement with Namibia for onshore Block 1919 (the “Petroleum Agreement”). Elephant Oil holds a 70% production interest on over 2.8 million acres, or 4,507 square miles, or 11,675 square kilometers, onshore. Niikela Exploration (PTY) LTD holds a 20% production interest and NAMCOR, a Namibian state-owned entity, holds the remaining 10% interest in the license on a carried interest basis. In the event

F-7

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)

that an economically viable resource discovery is made at the licensed property, the Petroleum Agreement further entitles Elephant Oil to apply for and receive, subject to Namibian government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Namibia Ministry of Mines and Energy (the “NMME”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

COVID-19 Pandemic

In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19, as a global pandemic. This resulted in governments enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to business, resulting in a global economic slowdown. Equity markets have experienced significant volatility and the governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19 or any of its variants and actions taken to address its impact, among others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results.

In response to COVID-19, the Company has implemented working practices to address potential impacts to its operations, employees and customers, and will take further measures in the future if and as required. At present, we do not believe there has been any appreciable impact on the Company specifically associated with COVID-19.

F-8

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, EOL and EOL’s wholly-owned subsidiary, Elephant Oil Benin SA (“EOB”), a private company incorporated in the Republic of Benin, West Africa. EOL is considered the acquirer for accounting purposes, and EOL’s historical financial statements represent the consolidated financial statements of the Company for preceding and current periods. All inter-company balances and transactions among the companies have been eliminated upon consolidation.

These consolidated financial statements are presented in U.S. Dollars.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include the determination of reserves for our oil and gas property and the valuation of equity based transactions. Accordingly, actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2021 or 2020. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on such accounts.

Prepaid Expenses

Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months.

Deferred Offering Costs

Deferred offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering. As of June 30, 2021 and 2020, offering costs in the aggregate of $172,050 and $0, respectively, were deferred.

F-9

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Oil and Gas Property and Exploration Costs — Successful Efforts

The Company is in the exploration stage and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers.

Oil and natural gas properties are grouped for depreciation, depletion and amortization in accordance with Accounting Standards Codification (“ASC”) ASC 932 — Extractive Activities — Oil and Gas (“ASC 932”). The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field.

When circumstances indicate that proved oil and natural gas properties may be impaired, the Company compares net capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on the Company’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves, and other relevant data, are lower than the net capitalized cost, the capitalized cost is reduced to fair value with an impairment loss recorded equal to the difference between the asset’s carrying value and estimated fair value. Fair value is generally estimated using the income approach described in ASC 820, “Fair Value Measurements” (“ASC 820”). If applicable, the Company may utilize prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. See Note 4 for further discussion.

Impairment of Long-lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value.

F-10

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

For the years ended June 30, 2021 and 2020, the Company had no impairment loss on long-lived assets.

Asset Retirement Obligations

The Company measures its obligations for the retirement of the oil fields using various assumptions such as the expected period upon the expiry of the contract and the complete depletion of the oil deposits underground, the degree of the damage the operation had done to the oil field, and the related governmental requirements imposed on the Company as a contractor. The asset retirement obligation is reviewed and adjusted each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows and changes required by the Company.

As of June 30, 2021 and 2020, the Company had no asset retirement obligations.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. At June 30, 2021 and 2020, the Company’s net deferred tax asset has been fully reserved.

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s wholly-owned subsidiary, EOL, is subject to corporate income tax filing requirements in the United Kingdom.

F-11

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

Level 1:	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Pricing inputs are other than quoted prices in active markets included in Level1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.

Net Loss Per Share

Net loss per share is computed by dividing net loss by the weighted average number of Common Stock outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of Common Stock outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. There are no outstanding dilutive or potentially dilutive instruments.

Foreign Currency Translations

The Company maintains is books and records in its local currencies, British Pounds and West African Francs, which are the functional currencies of the economic environment in which their operations are conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate of exchange in effect at the balance sheet date. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive income.

F-12

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The reporting currency of the Company is the US Dollar and the accompanying consolidated financial statements have been expressed in the US Dollar. In accordance with ASC Topic 830-30, Translation of Financial Statement, assets and liabilities of the Company whose functional currency is not the US Dollar are translated into the US Dollar, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Stockholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the consolidated statements of stockholders’ equity.

Translation of Foreign Operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:

•        assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;

•        equity is translated at historical exchange rates;

•        income and expenses are translated at average exchange rates for the period; and

•        cash flows are translated using average and historic (i.e., specific one-time transactions) rates.

Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated financial statements. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

The relevant translation rates are as follows:

	June 30, 2021	June 30, 2020
Closing rate, British Pound (GBP) to US$ as of June 30	1.382	1.236
Average rate, GBP to US$ for the period ended June 30	1.347	1.260
Closing rate, West African CFA franc (XOF) to GBP as of June 30	0.00132	0.00139
Average rate, XOF to GBP for the period ended June 30	0.00136	0.00134

Environmental Expenditures

The operations of our company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon our company vary greatly and are not predictable. Our company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

F-13

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Comprehensive Income (Loss)

FASB Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. As of June 30, 2021 and 2020, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Recent Accounting Pronouncements

On July 1, 2019, the Company adopted Topic 842 and elected practical expedients provided by the new standard whereby the Company has elected to not reassess its prior conclusions about lease identification, lease classification, and initial direct costs and to retain off-balance sheet treatment of short-term leases (i.e., 12 months or less and does not contain a purchase option that the Company is reasonably certain to exercise). As a result of the short-term expedient election, the Company has no leases that require the recording of a net lease asset and lease liability on the Company’s consolidated balance sheet as of July 1, 2019. Moving forward, the Company will evaluate any new lease commitments for application of Topic 842.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements.

On August 5, 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU’s amendments are effective for public business entities that are not smaller reporting companies in fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Correction of Error

For the year ended June30, 2021, the Company previously reported net cash used in operations of $253,493 and net cash from financing activities of $522,000 on its consolidated statements of cash flows. The accompanying financial statements reflect the corrected amounts as a result of a correcting reclassification of $171,600 of deferred offering costs paid from net cash used in operating activities to net cash from financing activities.

F-14

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The following financial statement line items from the Company’s consolidated statements of cash flows for the year ended June30, 2021 were affected by the correction of this error:

For the Year Ended June 30, 2021	As Adjusted			As Originally Reported			Effect of Change
Cash flows from operating activities:
Net loss	$	(226,518	)	$	(226,518	)	$	—
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency transaction (gain)		(3	)		(3	)		—
Deferred offering costs		—			(140,416	)		140,416
Changes in assets and liabilities:
Prepaid expenses		(12,572	)		(12,572	)		—
Accounts payable and accrued liabilities		28,276			28,726			(450	)
Accounts payable, related parties		78,609			46,976			31,634
Accrued interest, related parties		50,315			50,315			—
Net cash used in operating activities		(81,893	)		(253,943	)		171,600
Cash flows from investing activities:
Purchase of oil and gas property		(3,482	)		(3,482	)		—
Net cash used in investing activities		(3,482	)		(3,482	)		—
Cash flows from financing activities:
Cash proceeds from private placement offering, net		522,000			522,000			—
Deferred offering costs paid		(171,600	)		—			(171,600	)
Net cash used in financing activities		350,400			522,000			(171,600	)
Effect of foreign currency exchange		5,592			5,592			—
Net change in cash		270,617			270,617			—
Cash – beginning of period		63,727			63,727			—
Cash – end of period	$	334,344		$	334,344		$	—

NOTE 3 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of June 30, 2021, the Company had $334,344 in cash and a working capital deficit of approximately $0.5 million. To date the Company has been funding operations through proceeds from the issuance of Common Stock and debt.

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these consolidated financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2021, the Company had an accumulated deficit of approximately $1.7 million and has experienced losses from continuing operations and negative working capital. Based on the Company’s cash balance as of June 30, 2021, and projected cash needs for the next twelve months, management estimates that it will need to raise additional capital to cover operating and working capital requirements. Management will need to raise the additional funds through the Proposed Public Offering (See Note 7) or issuing additional shares of Common Stock or other equity securities or obtaining debt financing. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed on a timely basis, or on terms acceptable to the Company. Based on these circumstances, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

F-15

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 3 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (cont.)

Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The current COVID-19 pandemic could continue to, and future similar epidemics or pandemics could also, materially and adversely impact our ability to finance and conduct the Company’s business once it becomes operational and could materially and adversely impact its operations, funding, and/or financial performance. The COVID-19 pandemic has had no material impact on the Company’s current business activities which are primarily focused on compliance and fund raising tasks. The Company has had and continues to have the same staff, same service providers and same processes as was the case prior to the pandemic.

The Company’s ability to further develop operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering (see Note 7).

NOTE 4 — OIL AND GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

	As of June 30,
	2021		2020
Oil and gas properties – not subject to amortization	$	2,243,018	$	2,002,924
Accumulated impairment		—		—
Oil and gas properties – not subject to amortization, net	$	2,243,018	$	2,002,924

The following shows the movement of the oil and gas properties — not subject to amortization balance.

	Oil & Gas Properties – Benin
July 1, 2019	$	2,057,634
Capital expenditures		4,944
Effect of foreign exchange translation		(59,654	)
June 30, 2020	$	2,002,924
Capital expenditures		3,482
Effect of foreign exchange translation		236,612
June 30, 2021	$	2,243,018

During the years ended June 30, 2021 and 2020, the Company incurred an aggregated development costs, which were capitalized, of $3,482 and $4,944 respectively, mainly for the purpose of the geological and geophysical studies and drilling of wells.

The Company did not record any impairment to the oil and gas property for the years ended June 30, 2021 or 2020 as all capitalized costs represent exploratory development costs pending further development on the consolidated balance sheets. There is no depletion related to the oil and gas property as of June 30, 2021 as the Company does not currently have production.

Regarding the Company’s license in Benin, the Production Sharing Agreement (as defined below) covering Block B includes three exploration phases covering nine years, from its effective date. The production period is for 25 years and can be extended an additional 10 years.

Regarding the Company’s license in Namibia, the Petroleum Agreement for onshore Block 1919 includes three exploration phases covering eight years, from its effective date. The production period is for 25 years.

F-16

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 4 — OIL AND GAS PROPERTIES (cont.)

Republic of Benin

In October 2013, Elephant Oil signed a Production Sharing Agreement with Benin (the “Production Sharing Agreement”) providing a 100% licensed interest under the PSA in onshore Block B, which is over 1.1 million acres, or 1,772 square miles or 4,590 square kilometers and is accessible by local roadways in a low-density tropical forest environment. SOBEH now known as SNH-Benin, the national oil company of Benin, has an option to acquire a maximum of a 10% interest upon commercial discovery. The exploration period is 9 years and, unless extended, will terminate in October 2022. In the event that a commercial discovery is made on Block B, the Production Sharing Agreement further entitles Elephant Oil to apply for and receive, subject to Benin government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Benin Ministry of Water and Mines. On January19, 2021, the Benin government adopted the Petroleum Code. In January 2021, the Benin government invited holders of production licenses under the older petroleum code to negotiate agreements under the Petroleum Code. The Company is negotiating a new agreement with Benin Government (the “New Production Sharing Agreement”) relating to the Petroleum Code, which it anticipates will have substantially similar terms to the existing Production Sharing Agreement.

Republic of Namibia

In August 2021, Elephant Oil signed a Petroleum Agreement with Namibia for onshore Block 1919 (the “Petroleum Agreement”), which includes a minimum exploration expenditure of $5,000,000. The $5,000,000 minimum exploration expenditure condition will be deemed satisfied if the minimum work obligations are properly executed using best oil field practices, regardless of the specified expenditure amount. Elephant Oil holds a 70% production interest in Block 1919 on over 2.8 million acres, or 4,507 square miles, or 11,675 square kilometers, onshore and is accessible by local roadways in brushland environment. Niikela Exploration (PTY) LTD holds a 20% production interest and NAMCOR, a Namibian state-owned entity, holds the remaining 10% interest in the license on a carried interest basis. The exploration period is 8 years and, unless extended, will terminate on August 22, 2029. In the event that an economically viable resource discovery is made at the licensed property, the Petroleum Agreement further entitles Elephant Oil to apply for and receive, subject to Namibian government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the NMME.

NOTE 5 — RELATED PARTY TRANSACTIONS

Accounts Payable

The Company had accounts payable to Matthew Lofgran, our Chief Executive Officer, of $502,941 due upon demand as of June30, 2021. Additionally, the Company had accounts payable, due upon demand, to Gavin Burnell, a shareholder, a noteholder and former director of the Company, of $177,308 as of June30, 2021, due upon demand and non-interest bearing.

These accounts payable were settled through the issuance of 212,111 and 79,222shares of Common Stock to Mr.Lofgran and Mr.Burnell, respectively, in August 2021, with a balance of approximately $25,000 remaining due Mr.Lofgran.

F-17

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 5 — RELATED PARTY TRANSACTIONS (cont.)

Notes Payable, related parties

Notes payable consist of the following:

	June 30, 2021		June 30, 2020
Loan from Gavin Burnell, shareholder and former director of the Company, dated December 7, 2013, unsecured, bearing interest at 15% per annum, due December 7, 2022	$	275,150	$	246,080
Loan from Woodland Capital (controlled by Gavin Burnell) dated November 4, 2013, unsecured, bearing interest at 15%, due December 7, 2022.		69,095		61,795
Total notes payable		344,245		307,875
Less current portion of notes payable, net		—		—
Long-term notes payable, net	$	344,245	$	307,875

Accrued interest on the above notes payable totaled $431,811 and $340,008 as of June 30, 2021 and 2020, respectively. Interest expense for the above notes payable for the years ended June 30, 2021 and 2020 was $50,315 and $47,095, respectively. The accrued interest is due at maturity.

Aggregate maturities of related party notes payable as of June 30, 2021 are due in future fiscal years as follows:

2022	$	—
2023		344,245
2024		—
2025		—
2026		—
	$	344,245

NOTE 6 — NOTE PAYABLE — BANK

Long-term Note Payable — Bank

The Company received $61,795 ($50,000 GBP) related to a loan agreement dated June 19, 2020, with Coutts & Co. bank under the UK’s Bounce Back Loan Scheme. The loan is unsecured, bears interest at 0% for the first 12 months and then 2.5% per annum thereafter, payable quarterly. The loan and any unpaid accrued interest is due in June 2026 and has a balance of $69,095 and $61,795 as of June 30, 2021 and 2020, respectively.

Accrued interest on the note payable totaled $53 and $0 as of June 30, 2021 and 2020, respectively. Interest expense for the above notes payable for the years ended June 30, 2021 and 2020 was $53 and $0, respectively.

Aggregate maturities of the long-term note payable, bank, as of June 30, 2021 are due in future years as follows:

2022	$	13,819
2023		13,819
2024		13,819
2025		13,819
2026		13,819
	$	69,095

F-18

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Company.

2021 Incentive Plan

Immediately prior to the effectiveness of the Proposed Public Offering, we intend to adopt and approve, the 2021 Incentive Plan. Under the 2021 Incentive Plan, we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. No incentive awards have yet been awarded under the 2021 Incentive Plan.

NOTE 8 — INCOME TAXES

The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

The Company’s wholly-owned subsidiary, EOL, is subject to corporate income tax filing requirements in the United Kingdom.

Due to the Company’s net losses, there were no provisions for income taxes for the years ended June 30, 2021 and 2020. The difference between the income tax expense of zero shown in the statement of operations and pre-tax book net loss multiplied by the UK statutory rate of 19% is principally due to the change in the valuation allowance.

Significant components of the Company’s deferred tax assets as of June 30, 2021 and 2020 are summarized below.

	2021			2020
Deferred tax assets:
Net operating loss carryforwards (UK)	$	185,000		$	156,000
Net operating loss carryforwards (U.S.)		5,000			—
Accrued interest (UK)		82,000			66,000
Total deferred tax asset		272,000			222,000
Valuation allowance		(272,000	)		(222,000	)
	$	—		$	—

As of June 30, 2021, the Company had approximately $1.0 million of UK net operating loss carry forwards and no material U.S. federal net operating losses. Future utilization of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code and under corporate tax filing requirements in the United Kingdom. The Company believes that the issuance of its Common Stock in exchange for EOL on April 26, 2021 resulted in an “ownership change” under these rules and regulations. Additionally, the Company’s Acquisition may not meet the requirements of a tax-free reorganization (“Reorganization”) under Section 368 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize their net operating losses generated prior to this date may be limited.

To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital.

F-19

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 8 — INCOME TAXES (cont.)

The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance increased by $54,000 and $29,000 in the years ended June 30, 2021 and 2020, respectively.

The Company reviewed all income tax positions taken or that they expect to be taken for all open years and determined that the income tax positions are appropriately stated and supported for all open years, with the exception of the Reorganization transaction described above. The company will complete their analysis within the next interim period to determine if a reserve for uncertain tax positions is required. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.

In accordance with ASC 740-10-25-6, the Company shall initially recognize the financial statement effects of a tax position when it is more likely-than-not, based on the technical merits, that the position will be sustained upon examination. At the date of filing the Company does not believe they have any uncertain tax positions.

NOTE 9 — STOCKHOLDERS’ EQUITY

The Company is authorized to issue an aggregate of 500,000,000shares. The authorized capital stock is divided into: (i) 490,000,000shares of Common Stock having a par value of $0.0001 per share and (ii) 10,000,000shares of preferred stock having a par value of $0.0001 per share.

On March 29, 2021, Elephant Oil granted 3,316,884 founder shares of Common Stock at a price of $0.0001 per share for total cash of approximately of $332.

On April 29, 2021, Elephant Oil issued 7,739,394shares of its Common Stock in connection with the Acquisition with EOL (see Note 1).

In June 2021, the Company entered into various subscription agreements in connection with its private placement (the “June 2021 Offering”) seeking to raise funds through the sale of shares of the Company’s Common Stock at a price of $2.25 per share. In June 2021, the Company issued a total of 244,444shares for aggregate proceeds received of approximately $522,000, net of transaction costs of $28,000 related to the Offering.

NOTE 10 — SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to June 30, 2021, through the date the consolidated financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the consolidated financial statements.

Proposed Public Offering

The Company intends to offer for sale shares of its Common Stock (the “Proposed Public Offering”). The Company is currently in the preliminary planning phase of the Proposed Public Offering.

Representative’s Warrants

On June15, 2021, pursuant to a Proposed Public Offering, we have agreed to issue warrants to EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters, upon the closing of this offering, which entitle it to purchase up to 5% of the total number of shares of Common Stock being sold in this offering (the “Representative’s Warrants”). The exercise price of the Representative’s Warrants is equal to 125% of the offering price of the Common Stock offered hereby. The Representative’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six months from the effective date of this offering.

F-20

ELEPHANT OIL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

NOTE 10 — SUBSEQUENT EVENTS (cont.)

The Representative’s Warrants shall not be redeemable. The Representative’s Warrants may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days following the effective date of the registration for this offering, except that they may be assigned, in whole or in part, to any officer or partner of the representative, and to members of the underwriting syndicate or selling group (or to officers or partners thereof), or as otherwise permitted, in compliance with FINRA Rule 5110(g)(2). The Representative’s Warrants will contain provisions for one demand registration of the sale of the underlying shares of Common Stock at our expense and unlimited “piggyback” registration rights for a period of five (5) years after the effective date of the registration statement for this offering at our expense.

Sale of Common Stock

From July 2021 through March25, 2022, the Company entered into additional subscription agreements in connection with the Offering of the Company’s Common Stock at a price of $2.25 per share for a total of 329,333shares for aggregate gross proceeds received of approximately $741,000.

Republic of Namibia

In August 2021, Elephant Oil signed a Petroleum Agreement with Namibia for onshore Block 1919 (see Note 4).

Accounts Payable Settlement

In August 2021, the Company entered into various settlement agreements with several vendors and related parties pursuant to which the Company granted an aggregate of 371,066shares of Common Stock with a fair value of $2.25 per share in satisfaction of an aggregate of $834,900 in accounts payable resulting in no gain or loss.

These settlement agreements included accounts payable to Matthew Lofgran, our Chief Executive Officer, of $502,941 due upon demand as of June30, 2021. Additionally, these settlement agreements included accounts payable, due upon demand, to Gavin Burnell, a shareholder, a noteholder and former director of the Company, of $177,308 as of June30, 2021, due upon demand and non-interest bearing. These accounts payable were settled through the issuance of 212,111 and 79,222shares of Common Stock to Mr.Lofgran and Mr.Burnell, respectively, in August 2021, with a balance of approximately $25,000 remaining due Mr.Lofgran.

Consulting Agreement — Lanre Oloniniyi

On October 1, 2021, we executed a consulting agreement with Lanre Oloniniyi. Mr. Oloniniyi is responsible for the planning, managing, and implementation of all of our finance operations, reporting to the Chief Executive Officer. The consulting agreement includes annualized compensation of $84,000, which will increase to $220,000 upon completion of our initial public offering, with a grant of 200,000 options at $2.25 per option to purchase the Company’s Common Stock. The options will vest fifty (50) percent on the first anniversary of the date of grant and fifty (50) percent on the second anniversary, in all cases subject to continued provision of Consulting Services as of such vesting dates. The Agreement is terminable on ten days written notice from either party.

Advisory Agreement

On October 14, 2021, Elephant Oil signed an Advisory Agreement with EF Hutton, division of Benchmark Investments, LLC, pursuant to which EF Hutton will act as exclusive financial advisor to Elephant Oil, in connection with providing general financial advisory to Elephant Oil (the “Advisory Agreement”). In consideration of EF Hutton’s services, Elephant Oil agreed to issue 4.99% of its Common Stock, computed as of the Advisory Agreement date, to certain individuals and an entity affiliated with EF Hutton as of the date of the Advisory Agreement, which totaled an aggregate of 588,854 Common Stock issued on October 14, 2021.

F-21

ELEPHANT OIL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2021 (Unaudited)			June 30, 2021 (Audited)
ASSETS
Current assets:
Cash	$	8,707		$	334,344
Prepaid expenses		9,875			12,572
Related party receivable		5,000			—
Deferred offering costs		745,933			172,050
Total current assets		769,515			518,966
Deposit		55,000			—
Oil and gas property, not subject to amortization		2,381,582			2,243,018
Total assets	$	3,206,097		$	2,761,984
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	509,532		$	108,361
Accounts payable, related parties		25,000			863,750
Current maturities, note payable, bank		13,477			13,819
Total current liabilities		548,009			985,930
Long-term liabilities:
Accrued interest, related parties		446,305			431,811
Notes payable, related parties		335,726			344,245
Note payable – bank		46,343			55,276
		828,374			831,332
Total liabilities		1,376,383			1,817,262
Commitments and Contingencies (Note 7)
Stockholders’ equity:
Preferred stock, par value $0.0001, 10,000,000 shares authorized; 0 issued and outstanding		—			—
Common stock, par value $0.0001, 490,000,000 shares authorized; 12,491,754 and 11,300,722 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively		1,249			1,130
Additional paid-in capital		5,977,287			3,166,190
Accumulated other comprehensive loss		(537,402	)		(496,691	)
Accumulated deficit		(3,611,420	)		(1,725,907	)
Total stockholders’ equity		1,829,714			944,722
Total liabilities and stockholders’ equity	$	3,206,097		$	2,761,984

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

F-22

ELEPHANT OIL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	December 31, 2021			December 31, 2020			December 31, 2021			December 31, 2020
Revenue	$	—		$	—		$	—		$	—
Operating expenses:
Exploration expense		17,929			—			17,929			—
Selling, general and administrative		1,718,225			58,304			1,862,417			76,562
Total operating expenses		1,736,154			58,304			1,880,346			76,562
Loss from operations		(1,736,154	)		(58,304	)		(1,880,346	)		(76,562	)
Other income (expense)
Interest expense		(12,702	)		(12,333	)		(25,572	)		(24,397	)
Gain (loss) on foreign currency transactions		19,820			—			20,405			—
		7,118			(12,333	)		(5,167	)		(24,397	)
Loss before income taxes		(1,729,036	)		(70,637	)		(1,885,513	)		(100,959	)
Provision for income taxes		—			—			—			—
Net loss	$	(1,729,036	)	$	(70,637	)	$	(1,885,513	)	$	(100,959	)
Weighted-average common shares outstanding, basic and diluted		10,718,329			7,739,394			11,914,746			7,739,394
Basic and diluted net loss per common share	$	(0.16	)	$	(0.01	)	$	(0.16	)	$	(0.01	)
Comprehensive loss:
Net loss	$	(1,729,036	)	$	(70,637	)	$	(1,885,513	)	$	(100,959	)
Foreign currency translation adjustment		(14,891	)		—			(40,711	)		31,689
Comprehensive loss:	$	(1,743,927	)	$	(70,637	)	$	(1,926,224	)	$	(69,270	)

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

F-23

ELEPHANT OIL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity
	Shares	Amount
Balance at July 1, 2020	7,739,394	$	774	$	2,644,214	$	(560,747	)	$	(1,499,389	)	$	584,852
Foreign exchange translation	—		—		—		31,689			—			31,689
Net loss	—		—		—		—			(30,322	)		(30,322	)
Balance at September 30, 2020	7,739,394		774		2,644,214		(529,058	)		(1,529,711	)		586,219
Foreign exchange translation	—		—		—		24,772			—			24,772
Net loss	—		—		—		—			(70,637	)		(70,637	)
Balance at December 31, 2020	7,739,394	$	774	$	2,644,214	$	(504,286	)	$	(1,600,348	)	$	540,354
Balance at July 1, 2021	11,300,722	$	1,130		3,166,190		(496,691	)		(1,725,907	)	$	944,722
Issuance of common stock for cash, net	57,777		6		119,594		—			—			119,600
Issuance of common stock in satisfaction of related party payables	291,334		29		650,808		—			—			650,837
Issuance of common stock in satisfaction of third party payables	79,733		8		179,391		—			—			179,399
Foreign exchange translation	—		—				(25,820	)		—			(25,820	)
Net loss	—		—		—		—			(156,477	)		(156,477	)
Balance at September 30, 2021	11,729,566		1,173		4,115,983		(522,511	)		(1,882,384	)		1,712,261
Stock based compensation	—		—		169,658		—			—			169,658
Issuance of common stock for cash, net	173,334		17		366,783		—			—			366,800
Issuance of common stock for services	588,854		59		1,324,863		—			—			1,324,922
Foreign exchange translation	—		—		—		(14,891	)		—			(14,891	)
Net loss	—		—		—		—			(1,729,036	)		(1,729,036	)
Balance at December 31, 2021	12,491,754	$	1,249	$	5,977,287	$	(537,402	)	$	(3,611,420	)	$	1,829,714

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

F-24

ELEPHANT OIL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Six Months Ended
	December 31, 2021			December 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,885,513	)	$	(100,959	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,494,580			—
Foreign currency transaction gain		(20,405	)		—
Changes in operating assets and liabilities:
Prepaid expenses		2,697			—
Related party receivable		(5,000	)		—
Accounts payable and accrued liabilities		163,798			143,527
Accounts payable, related parties		13,080			(91,474	)
Accrued interest, related parties		25,572			24,397
Net cash used in operating activities		(211,191	)		(24,509	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of oil and gas property		(194,075	)		(4,944	)
Payment of long-term refundable deposit		(55,000	)		—
Net cash used in investing activities		(249,075	)		(4,944	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from private placement offering, net		486,400			—
Principal payments on bank loan		(7,566	)		—
Deferred offering costs paid		(333,801	)
Net cash from financing activities		145,033			—
Effect of foreign currency exchange		(10,404	)		7,824
NET CHANGE IN CASH		(325,637	)		(21,629	)
Cash – Beginning of period		334,344			63,727
Cash – End of period	$	8,707			42,098
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash investing and financing activities:
Common stock issued for relief of related party accounts payable	$	650,837		$	—
Common stock issued for relief of third party accounts payable	$	179,399		$	—
Deferred offering costs in accounts payable	$	240,532

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

F-25

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — NATURE OF organization and business

Company Organization

Elephant Oil Corp. and Subsidiaries (“Elephant Oil” or the “Company”) was incorporated in the State of Nevada on March 29, 2021. The Company is engaged in oil and gas exploration and development focused on underexplored areas onshore in West Africa. The Company’s headquarters is located in Houston, Texas, USA.

The Company is currently in the exploration stage and has not commenced drilling or production. The Company is focused on underexplored areas onshore in West Africa, specifically, the Republic of Benin and the Republic of Namibia.

Acquisition of EOL

Effective April 21, 2021, Elephant Oil entered into a Deed of Agreement (the “Agreement”) with Elephant Oil Limited (“EOL”), a private limited company registered in the United Kingdom on January 14, 2013 (the “Acquisition”), pursuant to which, Elephant Oil acquired all of the outstanding shares of EOL. Upon closing, EOL became a wholly-owned subsidiary of the Company (the “Acquisition”).

EOL has a wholly-owned subsidiary, Elephant Oil Benin SA (“EOB”), which is a private company incorporated in the Republic of Benin, West Africa, in 2014.

In accordance with the terms of the Agreement, Elephant Oil issued 7,739,394shares of its Common Stock (“Common Stock”) to EOL as consideration for the shares exchanged. As a result of the transaction, EOL shareholders acquired 70% of Elephant Oil’s issued and outstanding shares of Common Stock.

Immediately following the Acquisition, the Company had 11,056,278shares of Common Stock issued and outstanding. The pre-Acquisition shareholders of the Company retained an aggregate of 3,316,884shares of Common Stock of the Company, representing 30% ownership of the post-Acquisition Company. Therefore, upon consummation of the Acquisition, there was a change in control of the Company, with the former owners of EOL effectively acquiring control of the Company. The Acquisition was treated as a reverse recapitalization effected by a share exchange for financial and reporting purposes since Elephant Oil was deemed to be a shell corporation with nominal operations and assets at the time of the Acquisition. EOL is considered the acquirer for accounting purposes (with Elephant Oil considered the acquiree), and EOL’s historical financial statements represent the consolidated financial statements of the Company for preceding and current periods.

Production Sharing Agreement with Republic of Benin

In October 2013, the Company signed the Production Sharing Agreement providing a 100% licensed interest under the PSA in onshore Block B, which is over 1.1million acres, or 1,772 square miles or 4,590 square kilometers onshore. The Benin Hydrocarbons Corporation (“SOBEH”), a Benin state-owned entity, has an option to acquire a maximum of a 10% interest upon commercial discovery. In the event that a commercial discovery is made on the block, the Production Sharing Agreement further entitles the Company to apply for and receive, subject to Benin government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Benin Ministry of Water and Mines. On January26, 2019, the Benin government adopted a new petroleum code, Law No. 2019-06 (the “Petroleum Code”).

F-26

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — NATURE OF organization and business (cont.)

Petroleum Agreement with Republic of Namibia

In August 2021, Elephant Oil signed a Petroleum Agreement with Namibia for onshore Block 1919 (the “Petroleum Agreement”). Elephant Oil holds a 70% production interest on over 2.8 million acres, or 4,507 square miles, or 11,675 square kilometers, onshore. Niikela Exploration (PTY) LTD holds a 20% production interest and NAMCOR, a Namibian state-owned entity, holds the remaining 10% interest in the license on a carried interest basis. In the event that an economically viable resource discovery is made at the licensed property, the Petroleum Agreement further entitles Elephant Oil to apply for and receive, subject to Namibian government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Namibia Ministry of Mines and Energy (the “NMME”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

COVID-19 Pandemic

In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19, as a global pandemic. This resulted in governments enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to business, resulting in a global economic slowdown. Equity markets have experienced significant volatility and the governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19 or any of its variants and actions taken to address its impact, among others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results.

In response to COVID-19, the Company has implemented working practices to address potential impacts to its operations, employees and customers, and will take further measures in the future if and as required. At present, we do not believe there has been any appreciable impact on the Company specifically associated with COVID-19.

F-27

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements Elephant Oil Corp. (“Elephant Oil” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for a complete financial presentation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Operating results for the three and six months ended December31, 2021, are not necessarily indicative of the results that may be expected for the full year through June 30, 2022.

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company’s audited consolidated financial and footnotes for the year ended June30, 2021, which are included as part of the Company’s Form S-1 filed by the Company with the SEC.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, EOL and EOL’s wholly-owned subsidiary, Elephant Oil Benin SA (“EOB”), a private company incorporated in the Republic of Benin, West Africa. EOL is considered the acquirer for accounting purposes, and EOL’s historical financial statements represent the consolidated financial statements of the Company for preceding and current periods. All inter-company balances and transactions among the companies have been eliminated upon consolidation.

These consolidated financial statements are presented in U.S. Dollars.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include the determination of reserves for our oil and gas property and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December31, 2021 or June 30, 2021. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on such accounts.

Prepaid Expenses

Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months.

F-28

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Deferred Offering Costs

Deferred offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering. As of December31, 2021 (unaudited) and June 30, 2021, offering costs in the aggregate of $745,933 and $172,050, respectively, were deferred.

Oil and Gas Property and Exploration Costs — Successful Efforts

The Company is in the exploration stage and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers.

Oil and natural gas properties are grouped for depreciation, depletion and amortization in accordance with Accounting Standards Codification (“ASC”) ASC 932 — Extractive Activities — Oil and Gas (“ASC 932”). The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field.

When circumstances indicate that proved oil and natural gas properties may be impaired, the Company compares net capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on the Company’s estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves, and other relevant data, are lower than the net capitalized cost, the capitalized cost is reduced to fair value with an impairment loss recorded equal to the difference between the asset’s carrying value and estimated fair value. Fair value is generally estimated using the income approach described in ASC 820, “Fair Value Measurements” (“ASC 820”). If applicable, the Company may utilize prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. See Note 4 for further discussion.

F-29

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Impairment of Long-lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value.

For the three and six months ended December31, 2021 and 2020, the Company had no impairment loss on long-lived assets.

Asset Retirement Obligations

The Company measures its obligations for the retirement of the oil fields using various assumptions such as the expected period upon the expiry of the contract and the complete depletion of the oil deposits underground, the degree of the damage the operation had done to the oil field, and the related governmental requirements imposed on the Company as a contractor. The asset retirement obligation is reviewed and adjusted each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows and changes required by the Company.

As of December31, 2021 and June 30, 2021, the Company had no asset retirement obligations.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. At December31, 2021 and June30, 2021, the Company’s net deferred tax asset has been fully reserved.

F-30

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations when a determination is made that such expense is likely. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s wholly owned subsidiary, EOL, is subject to corporate income tax filing requirements in the United Kingdom.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

Level 1:	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Pricing inputs are other than quoted prices in active markets included in Level1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.

Net Loss Per Share

Net loss per share is computed by dividing net loss by the weighted average number of Common Stock outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of Common Stock outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. There are no outstanding dilutive or potentially dilutive instruments.

F-31

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Foreign Currency Translations

The Company maintains is books and records in its local currencies, British Pounds and West African Francs, which are the functional currencies of the economic environment in which their operations are conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate of exchange in effect at the balance sheet date. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive income.

The reporting currency of the Company is the US Dollar and the accompanying consolidated financial statements have been expressed in the US Dollar. In accordance with ASC Topic 830-30, Translation of Financial Statement, assets and liabilities of the Company whose functional currency is not the US Dollar are translated into the US Dollar, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Stockholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the consolidated statements of stockholders’ equity.

Translation of Foreign Operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:

•        assets and liabilities are translated at period-end exchange rates prevailing at that reporting date;

•        equity is translated at historical exchange rates;

•        income and expenses are translated at average exchange rates for the period; and

•        cash flows are translated using average and historic (i.e., specific one-time transactions) rates.

Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated financial statements. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

The relevant translation rates are as follows:

	December 31, 2021 (Unaudited)	June 30, 2021 (Audited)	December 31, 2020 (Unaudited)	June 30, 2020 (Audited)
Closing rate, British Pound (GBP) to US$	1.348	1.382	1.292	1.236
Average rate, GBP to US$ for the period ended	1.361	1.347	1.291	1.260
Closing rate, West African CFA franc (XOF) to GBP	0.00128	0.00132	0.00139	0.00139
Average rate, XOF to GBP for the period ended	0.00130	0.00136	0.00139	0.00134

Environmental Expenditures

The operations of our company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon our company vary greatly and are not predictable. Our company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future

F-32

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Comprehensive Income (Loss)

FASB ASU Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. As of December31, 2021 and 2020, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Recently Adopted Accounting Pronouncements

On July 1, 2019, the Company adopted ASC Topic 842 and elected practical expedients provided by the new standard whereby the Company has elected to not reassess its prior conclusions about lease identification, lease classification, and initial direct costs and to retain off-balance sheet treatment of short-term leases (i.e., 12 months or less and does not contain a purchase option that the Company is reasonably certain to exercise). As a result of the short-term expedient election, the Company has no leases that require the recording of a net lease asset and lease liability on the Company’s consolidated balance sheet as of July 1, 2019. Moving forward, the Company will evaluate any new lease commitments for application of Topic 842.

In March 2021, the FASB issued ASU 2021-03, Intangibles — Goodwill and Other (Topic 350) (“ASU 2021-03”) which requires an entity to identify and evaluate goodwill impairment triggering events when they occur to determine whether it is more likely than not that the fair value of a reporting unit (or entity, if the entity has elected the accounting alternative for amortizing goodwill and chosen that option) is less than its carrying amount. If an entity determines that it is more likely than not that the goodwill is impaired, it must test goodwill for impairment using the triggering event date as the measurement date. An entity is required to disclose the amount assigned to goodwill in total and by major business combination, or by reorganization event resulting in fresh-start-start reporting. Also, the weighted average amortization period in total and the amortization period by major business combination, or by reorganization event resulting in fresh-start reporting. ASU 2021-03 was effective for the Company on July 1, 2021 and did not have a significant impact on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. ASU 2019-12 was effective for the Company on July1, 2021 and did not have a significant impact on its consolidated financial statements.

On August 5, 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU’s amendments are effective for public business entities that are not smaller reporting companies in fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. ASU 2020-06 was effective for the Company on July1, 2021 and did not have a significant impact on its consolidated financial statements.

Other Recent Accounting Pronouncements

In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding

F-33

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of December31, 2021 (unaudited), the Company had $8,707 in cash and a working capital deficit of approximately $524,427, exclusive of deferred offering costs. To date the Company has been funding operations through proceeds from the issuance of Common Stock and debt.

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these consolidated financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December31, 2021 (unaudited), the Company had an accumulated deficit of approximately $3.6million and has experienced losses from continuing operations and negative working capital. Based on the Company’s cash balance as of December31, 2021, and projected cash needs for the next twelve months, management estimates that it will need to raise additional capital to cover operating and working capital requirements. Management will need to raise the additional funds through the Proposed Public Offering (See Note 9) or issuing additional shares of Common Stock or other equity securities or obtaining debt financing. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed on a timely basis, or on terms acceptable to the Company. Based on these circumstances, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The current COVID-19 pandemic could continue to, and future similar epidemics or pandemics could also, materially and adversely impact our ability to finance and conduct the Company’s business once it becomes operational and could materially and adversely impact its operations, funding, and/or financial performance. The COVID-19 pandemic has had no material impact on the Company’s current business activities which are primarily focused on compliance and fund raising tasks. The Company has had and continues to have the same staff, same service providers and same processes as was the case prior to the pandemic.

The Company’s ability to further develop operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering (see Note 9).

F-34

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 — OIL AND GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

	As of December 31, 2021 (Unaudited)		As of June 30, 2021 (Audited)
Oil and gas properties – not subject to amortization	$	2,280,735	$	2,243,018
Accumulated impairment		—		—
Oil and gas properties – not subject to amortization, net	$	2,280,735	$	2,243,018

The following shows the movement of the oil and gas properties — not subject to amortization balance.

	Oil & Gas Properties – Benin
July 1, 2020	$	2,002,924
Capital expenditures		4,944
Effect of foreign exchange translation		236,612
June 30, 2021	$	2,243,018
Capital expenditures		194,075
Effect of foreign exchange translation		(55,511	)
December 31, 2021 (unaudited)	$	2,381,582

During the six months ended December31, 2021 and 2020 (unaudited), the Company incurred an aggregated development costs, which were capitalized, of $194,075 and $4,944 respectively, mainly for the purpose of the geological and geophysical studies and drilling of wells.

The Company did not record any impairment to the oil and gas property for the six months ended December31, 2021 or 2020 as all capitalized costs represent exploratory development costs pending further development on the consolidated balance sheets. There is no depletion related to the oil and gas property as of December31, 2021 as the Company does not currently have production.

Regarding the Company’s license in Benin, the Production Sharing Agreement (as defined below) covering Block B includes three exploration phases covering nine years, from its effective date. The production period is for 25 years and can be extended an additional 10 years.

Regarding the Company’s license in Namibia, the Petroleum Agreement for onshore Block 1919 includes three exploration phases covering eight years, from its effective date. The production period is for 25 years.

Republic of Benin

In October 2013, Elephant Oil signed a Production Sharing Agreement with Benin (the “Production Sharing Agreement”) providing a 100% licensed interest under the PSA in onshore Block B, which is over 1.1million acres, or 1,772 square miles or 4,590 square kilometers onshore and is accessible by local roadways in a low-density tropical forest environment. SOBEH now known as SNH-Benin, the national oil company of Benin, has an option to acquire a maximum of a 10% interest upon commercial discovery. The exploration period is 9 years and, unless extended, will terminate in October 2022. In the event that a commercial discovery is made on the block, the Production Sharing Agreement further entitles Elephant Oil to apply for and receive, subject to Benin government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the Benin Ministry of Water and Mines. On January19, 2021, the Benin government adopted the Petroleum Code. In January 2021, the Benin government invited holders of production licenses under the older petroleum code to negotiate agreements under the Petroleum Code. The Company is negotiating a new agreement with Benin Government (the “New Production Sharing Agreement”) relating to the Petroleum Code, which it anticipates will have substantially similar terms to the existing Production Sharing Agreement.

F-35

ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 — OIL AND GAS PROPERTIES (cont.)

Republic of Namibia

In August 2021, Elephant Oil signed a Petroleum Agreement with Namibia for onshore Block 1919 (the “Petroleum Agreement”), which includes a minimum exploration expenditure of $5,000,000. The $5,000,000 minimum exploration expenditure condition will be deemed satisfied if the minimum work obligations are properly executed using best oil field practices, regardless of the specified expenditure amount. Elephant Oil holds a 70% production interest in Block 1919 on over 2.8 million acres, or 4,507 square miles, or 11,675 square kilometers, onshore and is accessible by local roadways in brushland environment. Niikela Exploration (PTY) LTD holds a 20% production interest and NAMCOR, a Namibian state-owned entity, holds the remaining 10% interest in the license on a carried interest basis. The exploration period is 8 years and, unless extended, will terminate on August 22, 2029. In the event that an economically viable resource discovery is made at the licensed property, the Petroleum Agreement further entitles Elephant Oil to apply for and receive, subject to Namibian government approval, a production license of up to 25 years, renewable for a period of up to 10 years, from the NMME.

In July 2021, the Company paid a refundable deposit of $55,000 to NedBank, a South African Bank, related to a bank guarantee for a business license with the government of Benin, which is reflected as a long-term deposit on the accompanying balance sheet as of December31, 2021.

NOTE 5 — RELATED PARTY TRANSACTIONS

Accounts Payable

The Company had accounts payable to Matthew Lofgran, our Chief Executive Officer, of $502,941, due upon demand as of June 30, 2021. Additionally, the Company had accounts payable, due upon demand, to Gavin Burnell, a shareholder, a noteholder and former director of the Company, of $177,308 as of June 30, 2021, due upon demand and non-interest bearing.

These accounts payable were settled through the issuance of 212,111 and 79,222shares of Common Stock to Mr. Lofgran and Mr. Burnell, respectively, in August 2021, with a balance of approximately $25,000 remaining due Mr. Lofgran as of December31, 2021.

The total of these related party accounts payable was approximately $650,837, which approximates the fair value of the 291,333 aggregate Common Stock issued based on the most recent cash sales price of $2.25 per share for the Company’s Common Stock, thus no gain or loss resulted. No cash was exchanged in these accounts payable settlements.

In August 2021, the Company issued an aggregate of 79,733shares of Common Stock to settle accounts payable to third parties of approximately $179,399, which approximates the fair value of the shares issued of $2.25 per share based on the most recent cash sales price of the Company’s Common Stock, thus no gain or loss resulted. No cash was exchanged in these accounts payable settlements.

Accounts Payable — Director

As of December31, 2021, the Company had accounts payable of $33,700 to a consulting company owned by one of our directors.

Payment to related party

The Company had a receivable of $5,000 from a related party for reimbursement of legal fees paid in error. The amount was repaid subsequent to the balance sheet date.

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ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — RELATED PARTY TRANSACTIONS (cont.)

Notes Payable, related parties

Notes payable consist of the following:

	December 31, 2021 (Unaudited)		June 30, 2021 (Audited)
Loan from Gavin Burnell, shareholder and former director of the Company, dated December 7, 2013, unsecured, bearing interest at 15% per annum, due December 7, 2022	$	268,341	$	275,150
Loan from Woodland Capital (controlled by Gavin Burnell) dated November 4, 2013, unsecured, bearing interest at 15%, due December 7, 2022.		67,385		69,095
Total notes payable		335,726		344,245
Less current portion of notes payable, net		—		—
Long-term notes payable, net	$	335,726	$	344,245

Accrued interest on the above notes payable totaled $446,305 and $431,811 as of December31, 2021 (unaudited) and June 30, 2021, respectively. Interest expense for the above notes payable for the three months ended December31, 2021 (unaudited) and 2020 (unaudited) was $12,400 and $12,333, respectively, and $24,800 and $24,397 for the six months ended December31, 2021 (unaudited) and 2020 (unaudited), respectively. The accrued interest is due at maturity.

Aggregate maturities of related party notes payable as of December31, 2021 (unaudited) are due in future fiscal years ending June 30,

2022	$	—
2023		335,726
2024		—
2025		—
2026		—
	$	335,726

NOTE 6 — NOTE PAYABLE — BANK

Long-term Note Payable — Bank

The Company received $61,795 ($50,000 GBP) related to a loan agreement dated June 19, 2020, with Coutts & Co. bank under the UK’s Bounce Back Loan Scheme. The loan is unsecured, bears interest at 0% for the first 12 months and then 2.5% per annum thereafter, payable quarterly. The loan and any unpaid accrued interest is due in June 2026 and has a balance of $59,820 and $69,095 as of December31, 2021 (unaudited) and June 30, 2021, respectively.

Accrued interest on the note payable totaled $825 and $53 as of December31, 2021 (unaudited) and June 30, 2021, respectively. Interest expense for the above notes payable for the six months ended December31, 2021 and 2020 (unaudited) was $772 and $0, respectively.

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ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — NOTE PAYABLE — BANK (cont.)

Aggregate maturities of the long-term note payable, bank, as of December31, 2021 (unaudited) are due in future fiscal years ended June 30,

2022 (remaining)	$	6,910
2023		13,819
2024		13,819
2025		13,819
2026		11,453
	$	59,820

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Company.

2021 Incentive Plan

Immediately prior to the effectiveness of the Proposed Public Offering, we intend to adopt and approve, the 2021 Incentive Plan. Under the 2021 Incentive Plan, we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. No incentive awards have yet been awarded under the 2021 Incentive Plan.

Stock Options

As of December,31, 2021, there are 940,000 stock options granted, with no stock options vesting in full as of December31, 2021, and vesting primarily as follows: 50% of the shares underlying the options shall vest on the first and second anniversary of the option grant.

Stock options outstanding at December31, 2021 are as follows:

	Number of Options	Weighted- average Exercise Price per Share
Outstanding, July 1, 2021	—	$	—
Granted	940,000		2.25
Expired	—		—
Exercised	—		—
Outstanding, December 31, 2021	940,000	$	2.25
Exercisable, December 31, 2021	—	$	—

These options had a weighted average remaining life of 9.8 years and an aggregate intrinsic value of $0 as of December31, 2021.

The fair value of the 940,000 stock options granted was approximately $1,840,240, of which $169,658 was expensed during the period from inception through December31, 2021, with unamortized stock compensation remaining as of December31, 2021 of $1,670,582. The fair value was determined by the Black-Scholes Option Pricing Model with the following assumptions: exercise price of $2.25 per share, dividend yield of 0%, term of 10 years, volatility of 116.92%, and risk-free rate of 1.46%.

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ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — COMMITMENTS AND CONTINGENCIES (cont.)

Consulting Agreement — Lanre Oloniniyi

On October1, 2021, we executed a consulting agreement with Lanre Oloniniyi. Mr.Oloniniyi is responsible for the planning, managing, and implementation of all of our finance operations, and reporting to the Chief Executive Officer. The consulting agreement includes annualized compensation of $84,000, which will increase to $220,000 upon completion of our initial public offering, and a grant of 200,000 options, with an aggregate fair value of approximately $392,000, or $1.96 per option, to purchase the Company’s Common Stock. The options have an exercise price of $2.25 per option and will vest 50% on the first anniversary of the date of grant and 50% on the second anniversary, in all cases subject to continued provision of Consulting Services as of such vesting dates. The Agreement is terminable on ten days written notice from either party.

Director Agreement

On November1, 2021, we executed an agreement with a director for director services. The agreement includes annual compensation of $70,000 and a grant of 200,000 options, with an aggregate fair value of approximately $391,000, or $1.96 per option, to purchase the Company’s Common Stock. The options have an exercise price of $2.25 per option and will vest 50% on the first anniversary of the date of grant and 50% on the second anniversary, in all cases subject to continued provision of Board service as of such vesting dates. The Option grant will be made under the Company’s Equity Incentive Plan as hereinafter established and amended. The terms and conditions of such plan, and an award agreement to be provided to you under the plan, will govern the Option award.

NOTE 8 — STOCKHOLDERS’ EQUITY

The Company is authorized to issue an aggregate of 500,000,000shares. The authorized capital stock is divided into: (i) 490,000,000shares of Common Stock having a par value of $0.0001 per share and (ii) 10,000,000shares of preferred stock having a par value of $0.0001 per share.

In June 2021, the Company entered into various subscription agreements in connection with its private placement (the “Offering”) seeking to raise funds through the sale of shares of the Company’s Common Stock at a price of $2.25 per share.

During the six months ended December 31, 2021, the Company entered into subscription agreements in connection with the Offering of the Company’s Common Stock at a price of $2.25 per share for a total of 217,777shares for aggregate gross proceeds received of approximately $486,400, net of transaction costs of $33,600 related to the Offering.

In August 2021, the Company granted an aggregate of 79,733shares of Common Stock with a fair value of $2.25 per share in satisfaction of an aggregate of approximately $179,399 in accounts payable resulting in no gain or loss to various vendors.

In August 2021, the Company granted an aggregate of 291,333shares of Common Stock with a fair value of $2.25 per share in satisfaction of an aggregate of approximately $650,837 in accounts payable resulting in no gain or loss to related parties (see Note 5).

Proposed Public Offering

The Company intends to offer for sale shares of its Common Stock (the “Proposed Public Offering”). The Company is currently in the preliminary planning phase of the Proposed Public Offering.

Representative’s Warrants

On June15, 2021, pursuant to a Proposed Public Offering, we have agreed to issue warrants to EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters, upon the closing of this offering, which entitle it to purchase up to 5% of the total number of shares of Common Stock being sold in this offering (the “Representative’s

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ELEPHANT OIL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — STOCKHOLDERS’ EQUITY (cont.)

Warrants”). The exercise price of the Representative’s Warrants is equal to 125% of the offering price of the Common Stock offered. The Representative’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six months from the effective date of the offering. The Representative’s Warrants shall not be redeemable. The Representative’s Warrants may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days following the effective date of the registration for this offering, except that they may be assigned, in whole or in part, to any officer or partner of the representative, and to members of the underwriting syndicate or selling group (or to officers or partners thereof), or as otherwise permitted, in compliance with FINRA Rule 5110(g)(2). The Representative’s Warrants will contain provisions for one demand registration of the sale of the underlying shares of Common Stock at our expense and unlimited “piggyback” registration rights for a period of five (5) years after the effective date of the registration statement for this offering at our expense.

Advisory Agreement

On October 14, 2021, Elephant Oil signed an Advisory Agreement with EF Hutton, division of Benchmark Investments, LLC, pursuant to which EF Hutton will act as exclusive financial advisor to Elephant Oil, in connection with providing general financial advisory to Elephant Oil (the “Advisory Agreement”). In consideration of EF Hutton’s services, Elephant Oil agreed to issue 4.99% of its Common Stock, computed as of the Advisory Agreement date, to certain individuals and an entity affiliated with EF Hutton as of the date of the Advisory Agreement, which totaled an aggregate of 588,854 Common Stock with a fair value of approximately $1,324,922, or $2.25 per common share, issued on October 14, 2021.

NOTE 9 — SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to December31, 2021, through the date the unaudited condensed consolidated financial statements were issued. There are no subsequent events identified that would require disclosure in the consolidated financial statements.

Private Placement Offering

In addition to the subscription agreements that the Company entered into during the six months ended December31, 2021 at a price of $2.25 per share, or as more fully described in Note8, subsequent to December31, 2021, the Company entered into subscription agreements for a total of 111,556shares for aggregate gross proceeds received of approximately $251,000 related to the Offering. The Company closed the offering on February15, 2022.

F-40

Elephant Oil Corp.

Unit Each Consisting of One Share of Common Stock
and One Warrant to Purchase One Share of Common Stock

_________________

PROSPECTUS

_________________

EF HUTTON,

division of Benchmark Investments, LLC.

        , 2022

Through and including                , 2022 (the 25th day after the date of this offering), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the Nasdaq listing fee.

	Amount
SEC registration fee	$	3,824.46
FINRA filing fee
Initial listing fee
Accountants’ fees and expenses
Legal fees and expenses
Blue Sky fees and expenses
Transfer Agent’s fees and expenses
Printing and engraving expenses
Miscellaneous
Total expenses	$

Item 14. Indemnification of Directors and Officers.

Our articles of incorporation and bylaws provide for the indemnification of a present or former director or officer to the fullest extent permitted under the NRS, against all expense, liability and loss reasonably incurred or suffered by the officer or director in connection with any action against such officer or director.

Officers and Directors indemnification is covered by Section 78.7502.

Section 78.7502(1) of the NRS provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person: (i) is not liable for a breach of fiduciary duties that involved intentional misconduct, fraud or a knowing violation of law; or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

NRS Section 78.7502(2) further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred in connection with the defense or settlement of the action or suit if such person: (i) is not liable for a breach of fiduciary duties that involved intentional misconduct, fraud or a knowing violation of law; or (ii) acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

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To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) and (2) of NRS Section 78.7502, as described above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense.

We intend to enter into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of Common Stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act, against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding unregistered securities issued by us within the past three years. Also included is the consideration received by us for such unregistered securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

1.      In June 2021, the Company entered into various subscription agreements in connection with its private placement (the “June 2021 Offering”) seeking to raise funds through the sale of shares of the Company’s Common Stock at a price of $2.25 per share. In June 2021, the Company issued a total of 244,444shares for aggregate proceeds received of approximately $550,000 related to the June 2021 Offering.

2.      From July 2021 through March 2022, the Company entered into additional subscription agreements in connection with the offering of the Company’s Common Stock at a price of $2.25 per share for a total of 329,333shares for aggregate gross proceeds received of approximately $741,000.

3.      In August 2021, the Company entered into various settlement agreements with several vendors and related parties, which pursuant to which the Company granted an aggregate of 371,066shares of Common Stock with a fair value of $2.25 per share in satisfaction of an aggregate of $834,900 in accounts payable resulting in no gain or loss.

The offer and sale of all securities listed in this item 15 was made to a limited number of accredited investors and qualified institutional buyers in reliance upon exemptions from the registration requirements pursuant to Section 4(a)(2) under the Securities Act and Regulation D promulgated under the Securities Act. Individuals who purchased securities as described above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions.

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Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit Number	Description of Exhibit
1.1**	Form of Underwriting Agreement
3.1**	Articles of Incorporation of Elephant Oil Corp.
3.2**	Amended and Restated Articles of Incorporation of Elephant Oil Corp.
3.3**	Bylaws of Elephant Oil Corp.
4.1**	Specimen Common Stock Certificate evidencing the shares of Common Stock
4.2**	Form of Investor Warrant
4.3**	Form of Underwriter Warrant (included in Exhibit 1.1)
5.1**	Opinion of McDermott Will & Emery LLP
5.2**	Opinion of Erwin Thompson Faillers
10.1**	Petroleum Agreement, dated August 23, 2021, by and among Elephant Oil Ltd., The Government of the Republic of Namibia, Niikela Elporation (PTY) Ltd., and Namcor E&P Exploration and Production (PTY) Ltd
10.2**	Production Sharing Contract, dated October 5, 2013, by and among Elephant Oil Ltd., and the Government of the Republic of Benin.
10.3**	Form of Indemnification Agreement
10.4*	Employment Agreement between Elephant Oil Corp. and Matthew Lofgran
10.5**	Consulting Agreement between Elephant Oil Corp. and Lanre Oloniniyi
10.6*	Advisory Agreement, dated October 14, 2021, by and among Elephant Oil Corp. and EF Hutton, division of Benchmark Investments LLC
16.1*	2021 Incentive Plan
21.1*	Subsidiaries of the Registrant
23.1*	Consent of Independent Registered Public Accounting Firm (Marcum LLP)
23.2**	Consent of McDermott Will & Emery LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page)
107*	Filing Fee Table

____________

*        Filed herewith.

**      To be filed by amendment.

(b) Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter

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has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on this 25th day of March, 2022.

ELEPHANT OIL CORP.
By:	/s/ Matthew Lofgran
	Matthew Lofgran
	Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Elephant Oil Corp., hereby severally constitute and appoint Matthew Lofgran and Lanre Oloniniyi, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ Matthew Lofgran	Chief Executive Officer	March25, 2022
Matthew Lofgran	(principal executive officer)
/s/ Lanre Oloniniyi	Chief Financial Officer	March25, 2022
Lanre Oloniniyi	(principal financial and accounting officer)
/s/ Dr. Stephen Staley	Director	March25, 2022
Dr. Stephen Staley
/s/ David Blanchard	Director	March25, 2022
David Blanchard
/s/ Peter Elliott	Director	March25, 2022
Peter Elliott
/s/ Frank Ingriselli	Director	March25, 2022
Frank Ingriselli

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