OKMIN RESOURCES INC

Okmin’s principal office is located at 16501 Ventura Blvd., Suite 400, Encino, CA, 91436. The Company has a month-to-month lease arrangement for our corporate offices at a cost of approximately $150 - $200 per month, with meeting space available to it on demand on a pay per use basis. Outside of this, the Company also utilizes office space provided to it by associates at no charge. These arrangements are adequate for the Company’s current needs.

At this time, Okmin does not anticipate purchasing any real estate, nor does it anticipate purchasing any real property for its office.

Oil and Gas Properties

The Company’s lease holdings are all within the Cherokee Platform, a geological feature underlying an area of northeastern Oklahoma and southeastern Kansas in the mid-continent region of the United States. The Cherokee Platform has been an established oil producing region for the last century.

Oklahoma – Blackrock Joint Venture

In February 2021, Okmin entered into a Joint Venture Agreement and Operating Agreement committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”) is the Operator of the project, handling the day-to-day operations on the ground. Pursuant to a further agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across 739 acres to its joint venture with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres.

Pursuant to the Joint Venture Agreement, the Company has acquired working interests (“WI”) in the following leases:

50% Working Interests

The Chain lease contains two oil wells, a large tank battery, gun barrel and salt water disposal tank. The Chain #1 well is completed in the Dutcher sand zone. The well was previously operational and producing ½ to 1 barrels of oil per day (“BOPD”) and a large volume of salt water. The operator has shut in the well due to the large volumes of water it produces as the disposal well at Chain is not capable of taking enough water to run the Chain #1 well full time. The operator has explored alternative possibilities for water disposal, but under the current conditions, there are no plans to reactivate the well.

The second well (Chain #2) is completed in the Booch Sand but is not fully equipped. The well would require rods, tubing, rod pump and an electric motor plus wiring to activate. The Booch formation typically makes light sweet crude. The well has the potential to make 1-2 BOPD but would require additional capital to reactivate.

The Burke lease has three shallow oil wells plus a tank battery. All three Burke wells have been reworked and are in production of approximately 1 BOPD plus salt water.

The Preston lease has three shallow oil wells plus a tank battery which are all operational, producing approximately 1.5 BOPD plus salt water. One Preston well had been reworked with the rod pump rebuilt. Additionally, other repairs and reworks have been conducted. The operator plans to continue treating the Preston lease quarterly to maintain production

Salt water from Preston and Burke is hauled off remotely once or twice monthly. The operator has not been successful in its plan to eliminate the water hauling costs by activating an existing salt water disposal well located across the street from the Lease, so production is still subject to the capacity restraints of the existing water tanks.

The Goldner lease has three shallow oil wells plus a tank battery. Two oil wells are completed in the Booch Sand formation have been operating, producing 2-3 BOPD, plus a small amount of salt water. Goldner production levels tend to be affected by an adjacent lease, and if the lease next door is actively pumping production at Goldner tends to increase.

The third well at Goldner is idle with a partial pump jack installed. The cost to activate the well would run approximately $15,000 with unknown potential.

The Peavler lease has seven shallow oil wells, a tank battery, and an injection well with tanks. Following repair work conducted by the operator, the wells are currently in production on timers, with total production of approximately 1.5 BOPD. Production on the lease has fluctuated, and the lease has previously produced at greater levels than it is currently. Peavler has a permitted water injection well to dispose of salt water, and water from our neighboring leases is occasionally hauled there in an effort to minimize disposal fees. A new disposal pump was recently added, and the operator plans to treat the lease at least quarterly in an effort to optimize production levels.

This lease has three oil wells on site with pump jacks and oil and water tanks. Currently two wells are in operation, and it has been determined the third well is not currently feasible. When fully operating the lease has been producing .75-2 BOPD plus salt water with small amounts of gas, but no gas meter is currently hooked up on site. Recently there have been operating issues in the gun barrel separator tank, which is being worked on.

The Calley lease has one gas well with a pump jack and a 50-barrel oil tank. It is currently not in operation. Work was conducted replacing and patching flow lines and the lease was free-flowing a small quantity of gas, but there is insufficient pressure to connect it to the pipeline at present. The lease requires further evaluation.

The Abbey lease has two oil and gas wells with pump jacks, a large tank battery with a gun barrel and an oil and gas separator. The two wells at Abbey are currently not in operation. Previously, the Abbey lease was free-flowing a small amount of gas to the sale meter. Stimulation treatments may be necessary to increase production to economic levels at prevailing natural gas prices. The Abbey lease is a potential candidate for further recompletion work to tap unproduced zones upon an improvement in natural gas prices.

The Duffy lease has three oil and gas wells on pump jack, a tank battery, a gun barrel and an oil/gas separator. The three wells at Duffy are currently idle. The gun barrel requires repair work. Previous work had been done to flow lines and wiring at Duffy and the lease was free-flowing a small amount of gas to the sale meter prior to the suspension of operations due to low gas prices. The Duffy lease is a potential candidate for further recompletion work to tap unproduced zones upon an improvement in natural gas prices.

25% Working Interest

This lease has an oil well on site that is currently idle. Additionally, there is a pump jack and oil and water tanks on site. The lease requires further evaluation, with no current plans for reactivation.

Pursuant to the extended Joint Venture Agreement, the Company also acquired a 50% joint venture interest in the following leases:

This lease has four wells on site, along with pump jacks and oil and water tanks.

Initially the operator had activated one of the four wells on the lease (Well 13C) and ran a 24 hour gas test on the well. The test results showed 198.5 MCFD potential. Upon being put on production, the 13C well flowed 140 MCFD through the meter for a short time from the lower Dutcher zone at 1,683 to 1,687 feet. However, due to blockages downhole, the flow rate subsequently dropped. Blockages and corrosion are typical since the well has been shut in for a number of years. The well was subsequently pulled and the operator attempted to recomplete the well utilizing a stimulation technique, though encountered continued issues with the well and was unable to resume immediate production. In April 2023, the lower zone was acidized to clean up the gypsum blockages, and an additional zone was perforated in the middle Dutcher at a depth of around 1,672 feet which shows oil potential. The well resumed production at between 62 to 104 MCFD gas, but subsequently dropped to approximately 30 MCFD. A second well at the lease has been pulled and remains ready for perforating in due course. In view of prevailing low gas prices, the joint venture partners have decided to cease capital expenditures and put the lease on care and maintenance at the present time.

This lease has an oil and gas well on site that is currently idle. Additionally, there is a pump jack and oil tank on site. The lease requires further evaluation.

This lease has two oil and gas wells on site that are functional, though currently idle. Additionally, there is a pump jack and oil tank on site. This lease is in close proximity to the Company’s West Sheppard Pool project and has been impacted by the same issues encountered there, as production is run through the Bell compressor station which has been suspended, as the gas pipeline company has encountered equipment failure at the compressor station. In order to justify the investment in new equipment, the pipeline company is requiring local operators to provide additional production throughput to send more gas into the system. This issue is still unresolved.

This lease has an oil and gas well on site that is currently idle. Additionally, there is a pump jack and oil tank on site. Gas production from this lease is also impacted by the suspension of the Bell compressor station. The operator is evaluating moving a new pump jack on site, as it believes there is potential to resume oil production at this lease.

This lease has two oil and gas wells on site that are not operational. Additionally, there is a pump jack and oil tank on site. There are some ongoing maintenance issues with the functionality of the pump jack and other equipment on the wells which require sourcing parts and upgrades.

The Company, through its joint venture partner Blackrock has put considerable effort into reworking and rehabilitating these leases. In the fiscal year ended June 30, 2024, the Company’s share of revenues from oil and gas sales from the Blackrock Joint Venture totaled $28,285. Many wells are currently not active and will require additional capital expenditure to resume production.

Our existing wells on these leases encompass various oil and gas zones, generally ranging from 600 feet depth to approximately 2,200 feet. The majority of our wells are drilled down to either the Sonora or the Booch Sands formations. The Sonora occurs at approximately 600 feet and the Booch Sands at 1,000 feet. On the Chain, Anthony, Calley, Abby and Duffy leases most of the wells are drilled to the Dutcher zone, which ranges from 1,400 to 2,000 feet. Calley and Abby both have wells in the Cromwell zone, which extends to a depth of 2,200 feet.

Oil from the Joint Venture is hauled and sold to a locally licensed First Purchaser in Oklahoma with over 40 years of oilfield experience. Natural gas is sold via pipeline to a local subsidiary of Enerfin Resources, a privately held midstream natural gas and crude company based in Houston, Texas, that was founded in 1986. The land owner royalties on these leases derived from gross revenue production varies from 12.5% to 23.5%. State production tax on oil sales is 7%.

Kansas

In July 2021, the Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC, entered into an agreement to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells on the lease. In the fiscal year ended June 30, 2024 lease operating expenses recorded for the Vitt totaled $6,719. To date, the Company’s aggregate additional capital and lease operating expenditures on the lease are approximately $108,000. The lease covers 160 acres and includes eleven existing oil and gas wells and four water injection wells.

The Company has entered into an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC (“Petron”), pursuant to which Petron will handle the reworking of the existing wells and other day to day operations at the lease. Under the operating agreement, the company has fulfilled its commitment for expenditures to rework the existing wells and to cover operator costs and expenses of at least $50,000. Under the agreement, J & S McCoy Enterprises and Earnest Ashlock, who is the principal of Petron, together will retain a 15% Net Revenue Interest in the Vitt Lease. Upon the lease becoming fully operational, it is anticipated that the parties will contribute capital costs in accordance with their percentage working interest, of which Okmin’s working interest is 85.8571428571%. The remaining 12.5% Net Revenue Interest of the lease reverts back to the landowners.

This lease currently has fifteen wells on site. Nine oil and gas wells, two idle wells that require further evaluation, and four injection wells. These are shallow wells drilled down to the Bartlesville zone at a depth of 525 feet. The operator conducted some work on the wells in 2023, including rebuilding the downhole pumps, though the wells are not currently operating, as some additional maintenance work is required.

One of the injection wells onsite remains idle. The Vitt lease is equipped with pump jacks, oil and water tanks and other equipment. Since we acquired the lease a nominal amount of oil has been sold from it, contributing approximately $1,972 to revenues in the last fiscal year ended June 30, 2024.

West Sheppard Pool Field in North East Oklahoma

In August 2021, the Company entered into an option agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock at a cost of $150,000 in cash.

The 26 existing wells on the leases range from 850 feet to 1,950 feet in depth with gas production from several zones as their main objective.

During the second half of calendar 2023, our partner and operator, Blackrock Energy, LLC agreed to a farmout agreement of its working interests in West Sheppard Pool (with the exception of a 2% overriding royalty interest maintained by Blackrock). Blackrock’s interests were transferred to Sheppard Pool Operating, LLC (hereinafter referred to as “SPO”), the owner of the adjacent East Sheppard Pool leases. SPO also became the Operator of record on the project. This transaction does not change our working interests in the project.

The Company and SPO had previously entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows into the gas transit pipeline system. During the year ended June 30, 2024, we received no revenue from the property as gas sales continued to be suspended due to further required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station. In order to replace the failed equipment, the gas pipeline company is requiring additional gas throughput to justify the investment. SPO has been working to upgrade the gas gathering system on the property, including replacing older gas gathering lines with new modern lines. The older lines were discovered to contain numerous leaks which likely contributed to a lack of throughput to the compressor station. In the year ended June 30, 2024, the Company recorded expenditures at West Sheppard Pool of $14,594.

Prior to the suspension of activities following a compressor outage, only 6 of the 26 wells on the property were selling into the pipeline. Subsequently an additional 4 wells were connected in late 2022, so in total there are now 10 of the 26 wells at West Sheppard Pool connected to the gas gathering system. Many of those wells would likely benefit from workovers to increase their production potential, and six wells were identified by the operator for reentry to perforate and fracture new zones for both oil and gas. The property also has the potential for infill drilling for new wells within the property. Any work is dependent upon obtaining additional capital, which could include adding an additional partner to fund this work program.

Pushmataha County – South East Oklahoma

In December 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire 50% of Blackrock’s interest in the Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha County, Oklahoma. Blackrock had previously entered into a separate option to acquire working interests ranging from 92 -100% in the existing wells and lease acreage from a third party. In connection with the initial acquisition, the Company expended approximately $253,000 in cash. Under the terms of the Joint Venture agreement, after deducting operating costs including a flat sum of $1,000 per month to Blackrock as operator, the Company shall receive all net income from revenues of the project until it has recouped $125,000, thereafter, the parties shall equally split the income.

The Company has a 50% ownership interest in the Joint Venture with Blackrock. The leases owned by the Joint Venture are subject to land owner royalties and other commitments resulting in net revenue interests to the joint venture of between 71% - 76%, with the exception of the Stephenson well, which has a net revenue interest of approximately 68%.

Pushmataha has 7 existing gas wells ranging in depth from 10,000-12,300 feet. The wells were inactive since 2019 due to line leaks and lower gas prices, though in April 2021 some wells were put back online and have at various intervals produced between 100-300 MCFD. Through the fiscal year ended June 30, 2024, we recorded $12,287 in revenues from gas sales at the project.

The existing seven wells show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC. The operator previously had a rig out on site at KDC and commenced some work on the well and was planning to conduct a recompletion, though weather conditions made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint venture partners have deferred pursuing this active rework activity during the current downturn in natural gas pricing or until additional capital is available.

In July 2022, a hydrocarbon survey was conducted across these leases utilizing a third party patented remote sensing technology, which has provided the operator with valuable data in charting the potential for the future development of this project. There is also space to drill new gas wells on the 3,840 acre leasehold, using the hydrocarbon mapping as a tool to locate the optimal drilling locations in these reservoirs.

In the fiscal year ended June 30, 2024, lease operating expenditures were $22,664 with additional gas fees, transportation and taxes aggregating $6,000. The operator believes with additional capital expenditures for reworking and recompletion efforts it can optimize the production potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.

The following table details the Company’s net oil and gas production by project in the fiscal year ended June 30, 2024.

The acreage of each of our projects as of June 30, 2024 is included in the following table.

The following table details the current classification of all existing wells on each of our projects as of June 30, 2024.

To date, Okmin has focused on reworking currently producing wells and upgrading the infrastructure on its four projects. The Company believes that with additional capital commitments there is considerable potential to increase production on each of the projects. The Federal restrictions on new oil and gas leases on Federal land has significantly improved the economics and attractiveness of older fields on private land. Each of the projects has largely been without any notable work or investment expenditures in a number of years, and existing well spacing on most of the projects is considerably less than currently allowed which would permit infill drilling into much of the acreage classified as developed. In addition to the current activities on existing wells, the Company and its consultants have evaluated a number of potential work programs to increase production. These include:

In the absence of a new funding partner or other circumstances changing, with the current industry environment and capital constraints, the Company anticipates expenditures in connection with existing project areas at the present time will be up to $50,000.

There is no guarantee that such allocations will occur in full. If we do not succeed in raising additional capital, our resources may not be sufficient to fund our planned operations and will have a significant negative effect on our operations and financial condition.