TXO Partners, L.P.

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Risks Related to the Williston Acquisitions

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We may not be able to achieve the expected benefits of the EMEP Acquisition and our assessment and estimates of the Williston Assets may prove to be incorrect.

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We may not be able to achieve the expected benefits of the EMEP Acquisition. There can be no assurance that the EMEP Acquisition will be beneficial to us. We may not be able to integrate the Williston Assets without increases in costs or other difficulties. Any unexpected costs or delays incurred in connection with the integration of the EMEP Acquisition could have an adverse effect on our business, results of operations, financial condition and prospects, as well as the market price of our common units.

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Our assessment and estimates of the properties in the EMEP Acquisition to date has been limited and may prove to be incorrect. Our assessment of these properties may not reveal all existing or potential problems. In addition, any inspection that we do may not reveal all title issues or other problems. We may be required to assume the risk that the properties may not perform in accordance with our expectations. Our ability to make specified claims against the seller generally expires over time and we may be left with no recourse for liabilities and other problems associated with the Williston Acquisitions that we do not discover prior to the expiration date related to such matters arising under the Williston Acquisitions. Moreover, there can be no assurance that the EMEP 2024 development program will increase production or enable us to achieve a three-year average annual decline rate on the Williston Assets of approximately 14%.

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The market price of our common units may decline as a result of the Williston Acquisitions if, among other things, the integration of the properties acquired in the Williston Acquisitions is unsuccessful or if the properties are not successfully developed by working interest owners or if the liabilities, expenses, title and other defects, or transaction costs related to the Williston Acquisitions is greater than expected. The market price of our common units may decline if we do not achieve the perceived benefits of the Williston Acquisitions as rapidly or to the extent anticipated by us or by securities market participants or if the effect of the Williston Acquisitions on our business, results of operations or financial condition or prospects is not consistent with our expectations or those of securities market participants.

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As a result of the completion of the EMEP Acquisition, we are required to prepare and disclose historical and pro forma financial statements with the SEC, which such financial statements have not been prepared or filed as of the date of this report.

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As a result of the completion of the EMEP Acquisition, we are required to file audited financial statements in accordance with the requirements of Regulation S-X (“Regulation S-X”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and pro forma financial statements in connection with the Williston Acquisitions no later than 75 calendar days after the date on which the EMEP Acquisition closes. You will not have the benefit of the financial statements or pro forma information relating to the Williston Acquisitions until such financial statements are filed, and the pro forma financial statements of the Company, pro forma for the Williston Acquisitions, may differ significantly from the historical financial statements of the Company.

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Any acquisitions we complete, including the Williston Acquisitions, are subject to substantial risks that could reduce our ability to make distributions to our common unitholders.

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Even if we do make acquisitions that we believe will increase the amount of cash available for distribution to our common unitholders, these acquisitions, including the Williston Acquisitions, may nevertheless result in a decrease in the amount of cash available for distribution. Any acquisition, including the Williston Acquisitions, involves potential risks, including, among other things:

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•the validity of our assumptions about estimated proved reserves, future production, drilling locations, prices, revenues, capital expenditures and production costs;

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We incurred significant indebtedness to finance the EMEP Acquisition.

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As of September 30, 2024, we have$148.0 million of outstanding borrowings under our Credit Facility. This resulted in an increase to our net-debt-to-Adjusted EBITDAX ratio to approximately one times.

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This indebtedness will increase our borrowing costs and may have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions. Furthermore, our borrowings under our revolving credit facility bear interest at a variable rate, and such indebtedness will expose us to interest rate risk, as our debt service obligations could increase if interest rates increase. As a result, this indebtedness will require that an increased portion of our cash flows from operations be used for the payment of interest and principal on such indebtedness, thereby reducing our ability to use cash flows from operations to fund working capital, capital expenditures and acquisitions and our cash available for distribution to our unitholders.

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The Williston Acquisitions may have liabilities that are not known to us, and the indemnities in the applicable Purchase Agreement may not offer adequate protection.

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In connection with the Williston Acquisitions, we have agreed to assume certain liabilities. In addition, there may be liabilities that we failed or were unable to discover in the course of performing due diligence investigations into the Williston Acquisitions, or we may not have correctly assessed the significance of certain liabilities identified in the course of our due diligence. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. We may learn additional information as we integrate the entities and their businesses into our operations, such as unknown or contingent liabilities or issues relating to compliance with applicable laws, which could potentially have an adverse effect on our business, financial condition and results of operations.