OKMIN RESOURCES, INC.

Previous wording

Okmin entered into a Joint Venture Agreement and Operating Agreement in February 2021, 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 has a 50% Working Interest in 710 acres and a 25% interest in 80 acres. The Company’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”), is the operator of the project. 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. In the six months ended December 31, 2024, lease operating expenses including taxes recorded across the extended Joint Venture totaled $10,187 and our share of the Joint Venture recorded revenues of $9,710 from oil and gas sales, predominantly oil, compared with $32,931 in revenues for the corresponding six months ended December 31, 2023.

Current wording

Okmin entered into a Joint Venture Agreement and Operating Agreement in February 2021, 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 has a 50% Working Interest in 710 acres and a 25% interest in 80 acres. The Company’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”), is the operator of the project. 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. In the nine months ended March 31, 2025, lease operating expenses including taxes recorded across the extended Joint Venture totaled $15,120 and our share of the Joint Venture recorded revenues of $15,719 from oil and gas sales, predominantly oil, compared with $41,109 in revenues for the corresponding nine months ended March 31, 2024.

Previous wording

The Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC entered into an agreement in July 2021 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. The lease covers 160 acres and after initial reworking now includes nine oil wells, two idle wells and four water injection wells. At present the wells are not pumping, as they require additional maintenance work. As of December 31, 2024, aggregate additional expenditures beyond the purchase totaled approximately $108,550. During the six months ended December 31, 2024, the Company conducted minimal work on the Vitt lease, so expenditures totaled $550. For the six months ended December 31, 2024, the Company received $355 in revenue from the project compared to revenues for the six months ending December 31, 2023 of $1,972.

Current wording

The Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC entered into an agreement in July 2021 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. The lease covers 160 acres and after initial reworking now includes nine oil wells, two idle wells and four water injection wells. At present the wells are not pumping, as they require additional maintenance work. As of March 31, 2025, aggregate additional expenditures beyond the purchase totaled approximately $108,550. During the nine months ended March 31, 2025, the Company conducted minimal work on the Vitt lease, so expenditures totaled $550. For the nine months ended March 31, 2025, the Company received $355 in revenue from the project compared to revenues for the nine months ending March 31, 2024 of $1,972.

Previous wording

During the six months ended December 31, 2024, gas sales continued to be suspended on the property and the Company recorded no expenditures or revenues from the project.

Current wording

During the nine months ended March 31, 2025, gas sales continued to be suspended on the property and the Company recorded no expenditures or revenues from the project.

Previous wording

In the six months ended December 31, 2024, the Company’s lease operating expenditures on the project were $9,428 with additional gas fees, transportation and taxes aggregating $464. For the six months ended December 31, 2024 the Company recorded $1,238 in revenues from the project compared to revenues for the six months ending December 31, 2023 of $10,562. The revenue amount for the current six-month period was negatively affected by a reduction in production and differences between revenue accruals made during the first quarter which were later adjusted downward in the second quarter due to the final sales receipts.

Current wording

In the nine months ended March 31, 2025, the Company’s lease operating expenditures on the project were $14,211 with additional gas fees, transportation and taxes aggregating $640. For the nine months ended March 31, 2025 the Company recorded $1,388 in revenues from the project compared to revenues for the nine months ending March 31, 2024 of $10,849. The revenue amount for the current nine-month period was negatively affected by a reduction in production and differences between revenue accruals made during the first quarter which were later adjusted downward in the second quarter due to the final sales receipts.

Previous wording

We generated $5,312 in revenue from oil and gas sales for the three months ended December 31, 2024, as compared to $22,789 in revenues generated in the three months ended December 31, 2023. The decrease in revenue is predominantly attributable to lower natural gas prices. These lower prices not only reduced the sales price we received for each MCF sold, but also led to the curtailment of operations on certain of our properties until prices improve which resulted in a decrease of our production volumes. We also received $388 in interest income from our cash balances for three months ended December 31, 2024.

Current wording

We generated $6,159 in revenue from oil and gas sales for the three months ended March 31, 2025, as compared to $8,465 in revenues generated in the three months ended March 31, 2024. The decrease in revenue is predominantly attributable to lower oil and natural gas prices. These lower prices not only reduced the sales price we received for production sold, but also led to the curtailment of operations on certain of our properties until prices improve which resulted in a decrease of our production volumes. We also received $265 in interest income from our cash balances for three months ended March 31, 2025.

Previous wording

The net loss for the three months ended December 31, 2024 was $218,757 compared to a net loss of $91,852 for the three months ended December 31, 2023. The Expenses during the three month period ended December 31, 2024, included $9,518 in lease operating expenses, including taxes and royalties; $40,500 in accrued compensation; $3,678 in interest expense; $10,000 (non-cash) in compliance consulting fees; Audit fees of $24,182 which was higher than in prior periods as the Company was required to audit the previous two fiscal years following its change of independent registered public accountants; $100,000 in stock compensation to Samuel Naparstek who had joined the Board of Directors in July 2024; $9,000 in stock compensation in lieu of cash for an ongoing services agreement with Sierra Land Resources, LLC, plus other professional fees; and other general and administrative expenses necessary for our operations. An impairment charge of $15,761 was recorded in the current period as a test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values was necessary. The Expenses during the comparative three month period ended December 31, 2023 included: $23,402 in lease operating expenses, including taxes and royalties; $60,750 in accrued compensation, $4,191 in interest expense, $17,500 in legal fees, $22,941 in other consulting and professional fees and other general and administrative expenses necessary for our operations.

Current wording

The net loss for the three months ended March 31, 2025 was $67,241 compared to a net loss of $121,127 for the three months ended March 31, 2024. The expenses during the three month period ended March 31, 2025, included: $9,758 in lease operating expenses (including taxes and royalties), $40,500 in deferred and unpaid compensation, $3,528 in interest expense, $8,700 in listing fees and other general and administrative expenses necessary for our operations. Expenses during the comparative three month period ended March 31, 2024, including lease operating expenses, were higher and included: $25,045 in lease operating expenses (including taxes and royalties), $40,500 in compensation, $4,199 in interest expense, $17,500 in legal fees and $25,289 in connection with stock issued in lieu of services and other general and administrative expenses necessary for our operations.

Previous wording

We generated $11,303 in revenue from oil and gas sales for the six months ended December 31, 2024, as compared to $45,465 in revenues in the six months ended December 31, 2023. The decrease in revenue is attributable to lower natural gas prices and reduced operations pending additional funding to conduct additional reworks required to increase production activities. These lower prices not only reduced the sales price we received for each MCF sold, but also led to a decrease in our production volumes as operations on certain of our properties have been curtailed until prices improve. Current revenue was also negatively affected by the continued suspension of gas sales at West Sheppard Pool due to the failure of equipment owned by the gas pipeline company at its compressor station. During the current period, we received $895 in interest income from our cash balances compared to interest income of $4,851 for the six months ended December 31, 2023.

Current wording

We generated $17,461 in revenue from oil and gas sales for the nine months ended March 31, 2025, as compared to $53,931 in revenues generated in the nine months ended March 31, 2024. The decrease in revenue is attributable to lower energy prices. These lower prices not only reduced the sales price we received for oil and gas sold, but also led to the curtailment of operations on our properties until prices improve which resulted in a decrease of our production volumes. We also received $1,160 in interest income from our cash balances for nine months ended March 31, 2025.

Previous wording

General and administrative expenses increased to $252,258 for the six months ended December 31, 2024 as compared to $187,409 for the six months ended December 31, 2023. This increase is largely attributable to the Company recording a non-recurring and non-cash expense of $119,000 in connection with stock issued to in lieu of cash payments to consultants and a director of the Company for services, and higher audit fees due to the requirement to audit the prior two fiscal years as a result of our change of auditors.

Current wording

General and administrative expenses increased to $311,294 for the nine months ended March 31, 2025 as compared to $287,104 for the nine months ended March 31, 2024. This increase is largely attributable to the Company recording a non-recurring and non-cash expense of $119,000 in connection with stock issued to in lieu of cash payments to consultants and a director of the Company for services, and higher audit fees due to the requirement to audit the prior two fiscal years as a result of our change of auditors. During the nine months ended March 31, 2025, of note we recorded the following expenses as compared to the corresponding period in 2024: legal fees were none vs. $45,000; audit fees were higher $27,783 vs $18,700; consultants and other professional fees (predominantly non-cash) were $119,000 vs $67,208 and depreciation was slightly higher at $4,077 vs. $3,835. Other expenses related to compensation, filing and transfer agent fees, rent and other general and administrative expenses necessary for our operations.

Previous wording

The net loss for the six months ended December 31, 2024 was $286,543 compared to a net loss of $203,687 for the six months ended December 31, 2023. The Expenses during the six month period ended December 31, 2024, included $20,779 in lease operating expenses, including taxes and royalties; $81,000 in accrued compensation; $8,491 in interest expense and financing costs; $24,182 in audit fees, accounting, and bookkeeping fees of $11,146; $8,400 in listing related fees; and stock issued in lieu of non-cash amounts of $119,000 in connection with personnel and corporate consultants. An impairment charge of $15,761 was recorded in the current period as a test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values was necessary. We also incurred other general and administrative expenses necessary for our operations.

Current wording

The net loss for the nine months ended March 31, 2025 was $353,785 compared to a net loss of $324,814 for the nine months ended March 31, 2024. The Expenses during the nine month period ended March 31, 2025, included: $30,538 in lease operating expenses (including taxes and royalties) and an impairment of $15,761 taken on oil and gas properties in the second quarter, $121,500 in accrued and unpaid compensation. Audit and accounting fees were higher following a transition to new auditors and a non-cash expense of $119,000 was recorded in connection with stock issuances in lieu of services, plus other general and administrative expenses necessary for our operations. The Expenses during the comparative nine month period ended March 31, 2024 were lower overall, as stock issued in lieu of services was lower during this corresponding period.

Previous wording

As of December 31, 2024, we had total assets of $333,563, comprised primarily of cash and cash equivalents of $57,767 and oil and gas properties at $275,758. As at December 31, 2024, we had total liabilities of $667,644, primarily comprised of convertible debt and related interest payable of $200,184, accounts payable of $32,561, and accrued liabilities-related party of $357,750 in deferred compensation expense as the CEO continues to defer salary in an effort to conserve cash.

Current wording

As of March 31, 2025, we had total assets of $315,108, comprised primarily of cash and cash equivalents of $40,686 and oil and gas properties $274,398. As at March 31, 2025, we had total liabilities of $716,431, primarily comprised of convertible debt and related interest payable of $197,712, accounts payable of $36,327, other liabilities of $84,142, and accrued liabilities of $398,250 which is predominantly deferred compensation expense as the CEO is currently deferring salary in an effort to conserve cash.

Previous wording

Our business plan calls for substantial capital resource requirements and we have incurred significant losses since inception. The Company had a net loss of $286,543 for the six months ended December 31, 2024 and an accumulated deficit of $1,995,061 as of December 31, 2024. The Company had a working capital deficit of $609,877 as at December 31, 2024 and for the remainder of the 2025 fiscal year which started in July 2024, we anticipate cash needs of approximately $150,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on our properties will require additional capital. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through private sales of securities and/or debt financing.

Current wording

Our business plan calls for substantial capital resource requirements and we have incurred significant losses since inception. The Company had a net loss of $353,785 for the nine months ended March 31, 2025 and an accumulated deficit of $2,062,303 as of March 31, 2025. The Company had a working capital deficit of $675,745 as at March 31, 2025 and for the remainder of the 2024 fiscal year, the Company anticipates cash needs of approximately $50,000. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through private sales of securities or debt funding.

Previous wording

To date, we have funded our operations primarily through the issuance of equity and/or convertible securities for cash and via debt financing. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the current 2025 fiscal year, such capital requirements will be in excess of what we have in available cash for planned ongoing activities.

Current wording

To date, we have funded our operations primarily through the issuance of equity and/or convertible securities for cash. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the current 2025 fiscal year, such capital requirements will be in excess of what we have in available cash for planned ongoing activities.

Previous wording

We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting our ability to complete ongoing activities.

Current wording

We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affect our ability to complete ongoing activities.

Previous wording

As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $286,543 for the six months ended December 31, 2024 and an accumulated deficit of $1,995,061 as of December 31, 2024. These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

Current wording

As reflected in the accompanying condensed financial statements, the Company had a net loss of $353,785 for the nine months ended March 31, 2025 and an accumulated deficit of $2,062,303 as of March 31, 2025. These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

Previous wording

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Current wording

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.