Evolution Petroleum Corp. (EPM) 2024年年度報告「AMEX」.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KFor the fiscal year ended June 30,2024For the transition period from toCommission File Number 001-32942EVOLUTION PETROLEUM CORPORATION(Exact name of registrant as specified in its charter)Nevada 41-1781991(S

2、tate or other jurisdiction of incorporation or organization)(IRS EmployerIdentification No.)1155 Dairy Ashford Road,Suite 425,Houston,Texas 77079(Address of principal executive offices and zip code)(713)935-0122(Registrants telephone number,including area code)Securities registered pursuant to Secti

3、on 12(b)of the Act:Securities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes:No:Indicate by check mark if the registrant is not required to file reports pursuant to Section 1

4、3 or Section 15(d)of the Act.Yes:No:Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for suchshorter period that the registrant was required to file such reports),

5、and(2)has been subject to such filing requirements for the past 90 days.Yes:No:Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)duringthe preceding 12 months(

6、or for such shorter period that the registrant was required to submit such files).Yes:No:Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smaller reporting company,or an emerging growth company.See the definition oflarge accelera

7、ted filer,accelerated filer,smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

8、standardsprovided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting underSection 404(b)of the Sarbanes-Oxley Act(15 U.S.C

9、.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously

10、issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officersduring the relevant recovery period pursuant to 240.10D-1(b).Indicate by c

11、heck mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act.).Yes:No:The aggregate market value of the voting and non-voting common equity held by non-affiliates on December 31,2023,the last business day of the registrants most recently completed second fiscalqua

12、rter,based on the closing price on that date of$5.81 on the NYSE American was$176.2 million.The number of shares outstanding of the registrants common stock,par value$0.001,as of September 6,2024,was 33,322,760.DOCUMENTS INCORPORATED BY REFERENCEPortions of the proxy statement related to the registr

13、ants 2024 Annual Meeting of Stockholders to be filed within 120 days of the end of the fiscal year covered by this report are incorporated byreference into Part III of this report.ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934TRANSITION REPORT PURSUANT TO SECTION

14、 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Title of Each Class Trading Symbol(s)Name of Each Exchange On Which RegisteredCommon Stock,$0.001 par valueEPMNYSE AmericanLarge accelerated filer Accelerated filerNon-accelerated filerSmaller reporting company Emerging growth companyTable of Content

15、siEVOLUTION PETROLEUM CORPORATION2024 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTSForward-Looking StatementsiiGlossary of Selected Petroleum Industry TermsivPART I1Item 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments29Item 1C.Cybersecurity29Item 2.Properties30Item 3.Legal Proceedin

16、gs30Item 4.Mine Safety Disclosures30PART II31Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities31Item 6.Reserved32Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations33Item 7A.Quantitative and Qualit

17、ative Disclosures About Market Risks44Item 8.Consolidated Financial Statements and Supplementary Data46Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure78Item 9A.Controls and Procedures78Item 9B.Other Information79Item 9C.Disclosure Regarding Foreign Jurisdi

18、ctions that Prevent Inspections79PART III80Item 10.Directors,Executive Officers,and Corporate Governance80Item 11.Executive Compensation80Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters80Item 13.Certain Relationships and Related Transactions,and

19、 Director Independence80Item 14.Principal Accounting Fees and Services80PART IV81Item 15.Exhibits and Financial Statement Schedules81Item 16.From 10-K Summary81Exhibit Index82Signatures85We use the terms,“EPM,”“Company,”“we,”“us,”and“our”to refer to Evolution Petroleum Corporation,and unlessthe cont

20、ext otherwise requires,its wholly-owned subsidiaries.Table of ContentsiiFORWARD-LOOKING STATEMENTSThis Form 10-K and the information referenced herein contains forward-looking statements within the meaning of thePrivate Securities Litigations Reform Act of 1995,Section 27A of the Securities Act of 1

21、933 and Section 21E of theSecurities Exchange Act of 1934.All statements,except for statements of historical fact,are forward-looking statements.The words“plan,”“expect,”“project,”“estimate,”“may,”“assume,”“believe,”“anticipate,”“intend,”“budget,”“forecast,”“predict”and other similar expressions are

22、 intended to identify forward-looking statements,although not allforward-looking statements contain such identifying words or phrases.These statements appear in a number of places andinclude statements regarding our plans,beliefs or current expectations,including the plans,beliefs and expectations o

23、f ourofficers and directors,which may include,but are not limited to,the following:our expectations of plans,strategies and objectives,including anticipated development activity and capitalspending;our capital allocation strategy,capital structure,anticipated sources of funding,growth in long-termsh

24、areholder value and ability to preserve balance sheet strength;our ability to complete future acquisitions and the need for additional capital to complete future acquisitions;the benefits of our multi-basin portfolio,including operational and commodity flexibility;our ability to maximize cash flow a

25、nd the application of excess cash flows to pay dividends and repurchaseshares pursuant to our share repurchase program;estimates of our oil,natural gas and NGLs production and commodity mix;anticipated oil,natural gas and NGL prices;anticipated drilling and completions activity;drilling and operatin

26、g risks,including accidents,equipment failures,fires,and leaks of toxic or hazardousmaterials;estimates of our oil,natural gas and NGL reserves and recoverable quantities;our ability to access credit facilities and other sources of liquidity to meet financial obligations throughoutcommodity price cy

27、cles;limitations on our ability to obtain funding based on environmental,social,and corporate governance(“ESG”)performance;future interest expense;our ability to manage debt and financial ratios,finance growth and comply with financial covenants;the implementation and outcomes of risk management pro

28、grams,including exposure to commodity price andinterest rate fluctuations,the volume of oil and natural gas production hedged,and the markets or physicalsales locations hedged;the impact of changes in federal,state,provincial and local,rules and regulations;anticipated compliance with current or pro

29、posed environmental requirements,including the costs thereof;the impact of greenhouse gas(“GHG”)emissions limitations and renewable energy incentives;adequacy of provisions for abandonment and site reclamation costs;our operational and financial flexibility,discipline and ability to respond to evolv

30、ing market conditions;the declaration and payment of future dividends and any anticipated repurchase of our outstanding commonshares;the adequacy of our provision for taxes and legal claims;our ability to manage cost inflation and expected cost structures,including expected operating,transportation,

31、processing and labor expenses;our competitiveness relative to our peers,including with respect to capital,materials,people,assets andproduction;oil,natural gas and NGL inventories and global demand for oil,natural gas and NGLs;the outlook of the oil and natural gas industry generally,including impac

32、ts from changes to the geopoliticalenvironment;adverse weather events;anticipated staffing levels;Table of Contentsiiianticipated payments related to our commitments,obligations and contingencies,and the ability to satisfy thesame;andthe possible impact of accounting and tax pronouncements,rule chan

33、ges and standards.Readers are cautioned against unduly relying on forward-looking statements which,by their nature,involve numerousassumptions and are subject to both known and unknown risks and uncertainties(many of which are beyond our control)that may cause actual events or results to differ mate

34、rially and/or adversely from those expressed or implied,whichinclude,but are not limited to the following assumptions:future commodity prices and basis differentials;our ability to access credit facilities and shelf prospectuses;assumptions contained in our corporate guidance;the availability of att

35、ractive commodity or financial hedges and the enforceability of risk managementprograms;expectations that counterparties will fulfill their obligations pursuant to gathering,processing,transportationand marketing agreements;access to adequate gathering,transportation,processing and storage facilitie

36、s;assumed tax,royalty and regulatory regimes;expectations and projections made in light of,and generally consistent with,our historical experience and ourperception of historical industry trends;andthe other assumptions contained herein.Readers are cautioned that the assumptions,risks and uncertaint

37、ies referenced above,and in the other documentsincorporated herein by reference(if any),are not exhaustive.Although we believe the expectations represented by ourforward-looking statements are reasonable based on the information available to us as of the date such statements aremade,forward-looking

38、statements are only predictions and statements of our current beliefs and there can be no assurancethat such expectations will prove to be correct.When considering any forward-looking statement,the reader should keep in mind the risk factors that could cause ouractual results to differ materially fr

39、om those contained in any forward-looking statement.Important factors that could causeactual results to differ materially from those in the forward-looking statements herein include the timing and extent ofchanges in commodity prices for oil,natural gas and NGLs,operating risks and other risk factor

40、s as described in Part I,Item 1A.Risk Factors and elsewhere in this report and as also may be described from time to time in future reports we filewith the Securities and Exchange Commission.Readers should also consider such information in conjunction with ourconsolidated financial statements and re

41、lated notes and Item 7.Managements Discussion and Analysis of FinancialCondition and Results of Operations in this report.There also may be other factors that we cannot anticipate or that are notdescribed in this report,generally because we do not currently perceive them to be material.Such factors

42、could causeresults to differ materially from our expectations.Forward-looking statements speak only as of the date they are made,and we do not undertake to update thesestatements other than as required by law.Readers are advised,however,to review any further disclosures we make onrelated subjects in

43、 our filings with the Securities and Exchange Commission.Table of ContentsivGLOSSARY OF SELECTED PETROLEUM INDUSTRY TERMSTerm Definition BblOne stock tank barrel,of 42 U.S.gallons of liquid volume,used herein in reference to oil or NGL.BCFBillion cubic feet.BFPDBarrels of fluid per day.BOEBarrels of

44、 oil equivalent.BOE is calculated by converting six MCF of natural gas and 42 gallons ofNGL to one Bbl of oil which reflects energy equivalence and not price equivalence.Natural gasprices per MCF and NGL prices per barrel often differ significantly from the equivalent amount ofoil.BOEPDBarrels of oi

45、l equivalent per day.BOPDBarrels of oil per day.BTUBritish Thermal Unit:the standard unit of measure of energy equal to the amount of heat required toraise the temperature of one pound of water one degree Fahrenheit.CO2Carbon Dioxide.DevelopedReservesReserves of any category that can be expected to

46、be recovered(i)through existing wells withexisting equipment and operating methods or in which the cost of the required equipment isrelatively minor compared to the cost of a new well;and(ii)through installed extraction equipmentand infrastructure operational at the time of the reserves estimate if

47、the extraction is by a means notinvolving a well.EOREnhanced Oil Recovery;projects that involve injection of heat,miscible or immiscible gas,orchemicals into oil reservoirs,typically following full primary and secondary waterflood recoveryefforts,in order to gain incremental recovery of oil from the

48、 reservoir.FieldAn area consisting of a single reservoir or multiple reservoirs all grouped within or related to thesame geologic structural features and/or stratigraphic features.*FarmoutSale or transfer of all or part of the operating rights from the working interest owner(the assignor orfarmout p

49、arty),to an assignee(the farm-in party)who assumes all or some of the burden ofdevelopment,in return for an interest in the property.The assignor may retain an overriding royaltyor any other type of interest.For Federal tax purposes,a farmout may be structured as a sale or lease,depending on the spe

50、cific rights and carved out interests retained by the assignor.Gross Acres orGross WellsThe total acres or number of wells participated in,regardless of the amount of working interestowned.HorizontalDrillingInvolves drilling horizontally out from a vertical well-bore,thereby potentially increasing t

51、he areaand reach of the well-bore that is in contact with the reservoir.HydraulicFracturingInvolves pumping a fluid with or without particulates into a formation at high pressure,therebycreating fractures in the rock and leaving the particulates in the fractures to ensure that the fracturesremain op

52、en which potentially increases the ability of the reservoir to produce oil or natural gas.LOELease Operating Expense(s);a current period expense incurred to operate a well.MBBLOne thousand barrels.MMBBLOne million barrels.MBOEOne thousand barrels of oil equivalent.MBOEPDOne thousand barrels of oil e

53、quivalent per day.MMBOEOne million barrels of oil equivalent.MCFOne thousand cubic feet of natural gas at standard conditions,being approximately sea levelpressure and 60 degrees Fahrenheit temperature.MMCFOne million cubic feet of natural gas at standard conditions.MMBTUOne million British Thermal

54、Units.Mineral RoyaltyInterestA royalty interest that is retained by the owner of the minerals underlying a lease.See“RoyaltyInterest.”Net Acres or NetWellsThe sum of the fractional working interests owned in gross acres or gross wells.Table of ContentsvNGLNatural Gas Liquids;the combination of ethan

55、e,propane,butane and natural gasoline that can beremoved from natural gas through processing,typically through refrigeration plants that utilize lowtemperatures,or through plants that utilize compression,temperature reduction and expansion to alower pressure.Non-operatedInterestAn interest in an oil

56、 and/or natural gas property but does not participate in or have any responsibilityfor actual operation of the property.Non-operatedWorking InterestAn interest in an oil and/or natural gas property but does not participate in or have any responsibilityfor actual operation of the property,but is burd

57、ened with the cost of development and operation ofthe property.NYMEXNew York Mercantile Exchange.OOIPOriginal Oil in Place;an estimate of the barrels originally contained in a reservoir before anyproduction therefrom.OperatorAn oil and natural gas joint venture participant that manages the joint ven

58、ture,pays venture costs andbills the ventures non-operators for their share of venture costs.The operator is also responsible tomarket all oil and natural gas production,except for those non-operators who take their productionin-kind.OverridingRoyalty Interestor ORRIA royalty interest that is create

59、d out of the operating or working interest.Unlike a royalty interest,anoverriding royalty interest terminates with the operating interest from which it was created or carvedout of.See“Royalty Interest.”PermeabilityThe measure of ease with which a fluid can move through a reservoir.The unit of measur

60、e is a darcy(d),or any metric derivation thereof,such as a millidarcy(md),where one darcy equals 1,000millidarcy.Extremely low permeability of 10 millidarcy,or less,are often associated with sourcerocks,such as shale.Extraction of hydrocarbons from a source rock is more difficult than asandstone res

61、ervoir where permeability typically ranges one to two darcy or more.PorosityThe relative volume of the pore space(or open area)compared to the total bulk volume of thereservoir,stated in percent.Higher porosity rocks provide more storage space for hydrocarbonaccumulations than lower porosity rocks i

62、n a given cubic volume of reservoir.PrimaryRecovery MethodThe extraction of oil and natural gas from reservoirs using natural or initial reservoir pressurecombined with artificial lift techniques such as pumps.ProducingReservesAny category of reserves that have been developed and production has been

63、 initiated.*Producing WellAny well that has been developed and production has been initiated.*Proved DevelopedReservesProved Reserves that can be expected to be recovered(i)through existing wells with existingequipment and operating methods or in which the cost of the required equipment is relativel

64、y minorcompared to the cost of a new well;and(ii)through installed extraction equipment and infrastructureoperational at the time of the reserves estimate if the extraction is by a means not involving a well.Proved DevelopedNonproducingReservesProved Reserves that have been developed and no material

65、 amount of capital expenditures arerequired to bring on production,but production has not yet been initiated due to timing,markets,orlack of third party completed connection to a natural gas sales pipeline.*Proved DevelopedProducingReserves(“PDP”)Proved Reserves that have been developed and producti

66、on has been initiated.*Proved ReservesEstimated quantities of oil,natural gas,and NGLs which geologic and engineering data demonstratewith reasonable certainty to be recoverable in future years from known reservoirs under existingeconomic,operating methods,and government regulations prior to the tim

67、e at which contractsproviding the right to operate expire,unless evidence indicates that renewal is reasonably certain,regardless of whether deterministic or probabilistic methods are used for the estimation.The projectto extract the hydrocarbons must have commenced or the operator must be reasonabl

68、y certain that itwill commence the project within a reasonable time.*Table of ContentsviProvedUndevelopedReserves(“PUD”)Proved Reserves that are expected to be recovered from new wells on undrilled acreage,or fromexisting wells where a relatively major expenditure is required for recompletion.*(i)Re

69、serves onundrilled acreage shall be limited to those directly offsetting development spacing areas that arereasonably certain of production when drilled,unless evidence using reliable technology exists thatestablishes reasonable certainty of economic producibility at greater distances.(ii)Undrilledl

70、ocations can be classified as having undeveloped reserves only if a development plan has beenadopted indicating that they are scheduled to be drilled within five years,unless the specificcircumstances justify a longer time.(iii)Under no circumstances shall estimates for undevelopedreserves be attrib

71、utable to any acreage for which an application of fluid injection or other improvedrecovery technique is contemplated,unless such techniques have been proved effective by actualprojects in the same reservoir or an analogous reservoir or by other evidence using reliabletechnology establishing reasona

72、ble certainty.Present ValueWhen used with respect to oil and natural gas reserves,present value means the estimated future netrevenues computed by applying current prices of oil and natural gas reserves(with consideration ofprice changes only to the extent provided by contractual arrangements)to est

73、imated futureproduction of proved oil and natural gas reserves as of the date of the latest balance sheet presented,less estimated future expenditures(based on current costs to be incurred in developing andproducing the proved reserves)computed using a discount factor and assuming continuation ofexi

74、sting economic conditions.Productive WellA well that is producing oil or natural gas or that is capable of production.PV-10Means the present value,discounted at 10%per annum,of future net revenues(estimated futuregross revenues less estimated future costs of production,development,and asset retireme

75、nt costs)associated with reserves and is not necessarily the same as market value.PV-10 does not includeestimated future income taxes.Unless otherwise noted,PV-10 is calculated using the pricing schemeas required by the Securities and Exchange Commission(“SEC”).PV-10 of proved reserves iscalculated

76、the same as the standardized measure of discounted future net cash flows,except that thestandardized measure of discounted future net cash flows includes future estimated income taxesdiscounted at 10%per annum.See the definition of standardized measure of discounted future netcash flows.ReservoirA p

77、orous and permeable underground formation containing a natural accumulation of producible oiland/or natural gas that is confined by impermeable rock or water barriers and is individual andseparate from other reservoirs.Royalty orRoyalty InterestThe mineral owners share of oil or natural gas producti

78、on(typically between 1/8 and),free ofcosts,but subject to severance taxes unless the lessor is a government.In certain circumstances,theroyalty owner bears a proportionate share of the costs of making the natural gas saleable,such asprocessing,compression,and gathering.SecondaryRecovery MethodThe ex

79、traction of oil and natural gas from reservoirs utilizing water injection(waterflooding)inorder to maintain or increase reservoir pressure and direct the displacement of oil into producingwells.Shut-in WellA well that is not on production,but has not been plugged and abandoned.Wells may be shut-in i

80、nanticipation of future utility as a producing well,plugging and abandonment or other use.StandardizedMeasureThe standardized measure of discounted future net cash flows.The Standardized Measure is anestimate of future net cash flows associated with proved reserves,discounted at 10%per annum.Future

81、net cash flows are calculated by reducing future net revenues by estimated future income taxexpenses and discounting at 10%per annum.The Standardized Measure and the PV-10 of provedreserves are calculated in the same exact fashion,except that the Standardized Measure includesfuture estimated income

82、taxes discounted at 10%per annum.The Standardized Measure is inaccordance with accounting standards generally accepted in the United States of America(“GAAP”).Tertiary RecoveryMethodThe extraction of oil and natural gas from reservoirs which employs injection of gas,heat,orchemicals into the reservo

83、ir in order to change the physical properties of the oil and aid in itsextraction,also known as Enhanced Oil Recovery(EOR).UndevelopedReservesReserves of any category that are expected to be recovered from new wells on undrilled acreage,orfrom existing wells where a relatively major expenditure is r

84、equired for recompletion.*Table of ContentsviiWater InjectionWellA well which is used to inject water under high pressure into a producing formation to maintainsufficient pressure to produce the recoverable reserves.Working InterestThe interest in the oil and natural gas in place which is burdened w

85、ith the cost of development andoperation of the property.Also called the operating interest.WorkoverA remedial operation on a completed well to restore,maintain,or improve the wells production.*This definition may be an abbreviated version of the complete definition as defined by the SEC in Rule 4-1

86、0(a)ofRegulation S-X.Table of Contents1PART IItem 1.BusinessNote:See Glossary of Selected Petroleum Industry Terms starting on page iv.GeneralEvolution Petroleum Corporation(“Evolution,”and together with its consolidated subsidiaries,the“Company”,“our”,“we,“us”or similar terms)is an independent ener

87、gy company focused on maximizing total returns to its shareholdersthrough the ownership of and investment in onshore oil and natural gas properties in the United States.Our long-term goalis to maximize total shareholder return from a diversified portfolio of long-life oil and natural gas properties

88、built throughacquisition and through selective development opportunities,production enhancement,and other exploitation efforts on ouroil and natural gas properties.Recent DevelopmentsDividend DeclarationOn September 9,2024,Evolutions Board of Directors approved and declared a quarterly dividend of$0

89、.12 per commonshare payable September 30,2024.SCOOP/STACK Acquisitions On February 12,2024,we closed the acquisitions of certain non-operated oil and natural gas assets in the SCOOP andSTACK plays in central Oklahoma(the SCOOP/STACK Acquisitions)from Red Sky Resources III,LLC,Red SkyResources IV,LLC

90、,and Coriolis Energy Partners I,LLC.After taking into account customary closing adjustments and aneffective date of November 1,2023,total combined cash consideration for the SCOOP/STACK Acquisitions wasapproximately$39.2 million,which includes$43.9 million paid at closing less purchase price adjustm

91、ents totalingapproximately$4.7 million related to net cash flows earned on the properties from the effective date to the closing date.The acquired assets consist of an average net working interest of approximately 2.6%in 253 producing wells in theSCOOP and STACK plays of the Anadarko Basin in Blaine

92、,Canadian,Carter,Custer,Dewey,Garvin,Grady,Kingfisher,McClain,Murray,and Stephens counties,Oklahoma.The acquisitions also include approximately 4,200 net acres withapproximately 300 associated potential drilling opportunities.Senior Secured Credit FacilityOn February 12,2024,we entered into an amend

93、ment to the Senior Secured Credit Facility.This amendment required thatwe enter into hedges for the next 12-month period,and on a rolling 12-month basis thereafter,covering expected crude oiland natural gas production from proved developed reserves,calculated separately,equal to a minimum of 40%of e

94、xpectedcrude oil production each month,or 25%of expected crude oil and natural gas production each month over that period.Wehave the option to choose whether to hedge 40%of expected crude oil production or 25%of expected crude oil and naturalgas production.For further discussion of this amendment an

95、d our Senior Secured Credit Facility,see“Liquidity and Capital Resources”within Item 7.Managements Discussion and Analysis of Financial Conditions and Results of Operations.Table of Contents2Appointment of Chief Accounting OfficerOn December 18,2023,we announced that the Board of Directors approved

96、the appointment of Kelly M.Beatty as ChiefAccounting Officer,effective January 1,2024.Ms.Beatty has been serving as Principal Accounting Officer sinceDecember 2022 and has served as the Companys Controller since February 2022.Share Repurchase ProgramIn November 2023,we entered into a Rule 10b5-1 pla

97、n that authorized a broker to repurchase shares in the open marketsubject to pre-defined limitations on trading volume and price.The plan was effective until June 30,2024 and had amaximum authorized amount of$0.8 million over that period.During the fiscal year ended June 30,2024,0.1 millionshares of

98、 the Companys common stock were repurchased under the plan at a cost of approximately$0.8 million,includingincremental direct transaction costs.These shares were subsequently cancelled.We may enter into additional Rule 10b5-1plans in the future,the terms of which will be approved by the Board of Dir

99、ectors.Chaveroo Oilfield Participation Agreement On September 12,2023,we entered into a participation agreement(the“Participation Agreement”)with PEDEVCO for thejoint development of the Chaveroo oilfield,a conventional oil-bearing San Andres field located in Chaves and RooseveltCounties,New Mexico(t

100、he“Chaveroo Field”).Pursuant to the Participation Agreement,we have the right,but not the obligation,to elect to participate in drillinglocations on approximately 16,000 gross leasehold acres consisting of all leasehold rights from surface to the base of theSan Andres formation,where PEDEVCO current

101、ly holds leasehold interest.We have agreed to pay PEDEVCO$450 peracre to acquire a 50%working interest share in the leases associated with the locations that we choose to participate in.TheParticipation Agreement initially includes up to 80 gross drilling locations across twelve development blocks.W

102、e haveentered into a standard operating agreement with PEDEVCO serving as the operator with respect to the development of theproperties.The Participation Agreement includes customary representations and warranties of the parties and other termsand conditions that are standard in such participation a

103、greements.As of June 30,2024,we have incurred approximately$0.8 million,in exchange for a 50%working interest share inapproximately 1,600 net acres,associated with five development blocks.As of June 30,2024,we have participated in thedrilling and completion of the first development block which consi

104、sted of three gross(1.5 net)wells.Refer to CapitalExpenditures below for a further discussion of Chaveroo drilling and completion activities since entering into theParticipation Agreement.Business StrategyOur business strategy is to maximize total shareholder return based on our assessment of the op

105、erating environment andmarketplace,subject to our obligations to other stakeholders.The key elements of our strategy to accomplish our goal ofmaximizing shareholder return are:Maintaining a strong balance sheet and conservative financial management;Growing the asset base through investment in our ex

106、isting properties,direct acquisitions of new low decline,long-life oil and natural gas properties,selective development opportunities,or accretive acquisitions of similarcompanies;andReturning cash to shareholders by sustaining and growing our dividend payout over time or repurchases of ourshares in

107、 the open market.Table of Contents3PropertiesOur oil and natural gas properties consist of non-operated interests in the following areas:the SCOOP and STACK plays ofthe Anadarko Basin located in central Oklahoma;the Chaveroo oilfield in Chaves and Roosevelt Counties of New Mexico;the Jonah Field in

108、Sublette County,Wyoming;the Williston Basin in North Dakota;the Barnett Shale located in NorthTexas;the Hamilton Dome Field located in Hot Springs County,Wyoming;the Delhi Holt-Bryant Unit in the Delhi Fieldin Northeast Louisiana;as well as small overriding royalty interests in four onshore central

109、Texas wells.SCOOP/STACK Central OklahomaOur non-operated interests in the SCOOP and STACK plays,consist of oil and natural gas producing properties in the Anadarko basin,where we hold approximately 2.6%average net working interest and approximately 2.0%average net revenue interests located on approx

110、imately 4,200 net acres(approximately 96%held by production)across Blaine,Canadian,Carter,Custer,Dewey,Garvin,Grady,Kingfisher,McClain,Murray,and Stephens counties in Oklahoma.The oil and natural gas properties are operated by Continental Resources,Inc.,Ovintiv USA Inc.and EOG Resources,Inc.with app

111、roximately 40%of wells operated by other operators.Average net daily production from the date of acquisition through June 30,2024 was 1.4 MBOEPD.For the year endedJune 30,2024,our average net daily production from the SCOOP/STACK properties consisted of 47%natural gas,37%oil,and 16%NGLs.Hydrocarbons

112、 produced from our SCOOP/STACK properties are sold to various purchasersthroughout the mid-continent.Chaveroo Field Chaves and Roosevelt Counties,New MexicoOur non-operated interests in the Chaveroo oilfield consist of a 50%net working interest,with an average associated 41%revenue interest,in appro

113、ximately 1,600 net acres all held by production,associated with five development blocksTable of Contents4with the right to acquire the same working interest in additional development locations and associated acreage at a fixedprice.The field is operated by PEDEVCO Corp.(“PEDEVCO”).Average net daily

114、production from the date of first production in February 2024 through June 30,2024 was 0.2 MBOEPD.For the year ended June 30,2024 our average net daily production from the Chaveroo Field properties consisted of 90%oil,7%natural gas,and 3%NGLs.Oil produced from our Chaveroo Field properties is sold t

115、o various purchasers in NewMexico and gas and NGLs are sold to Targa Resources Corp.Jonah Field Sublette County,WyomingOur non-operated interests in the Jonah Field,a natural gas and NGL property in Sublette County,Wyoming,consist ofapproximately 20%average net working interest and approximately 15%

116、average net revenue interest located onapproximately 950 net acres all held by production.The properties are operated by Jonah Energy(“Jonah”).For the year ended June 30,2024 our average net daily production from the Jonah Field properties was 1.8 MBOEPDconsisting of 89%natural gas,6%NGLs,and 5%oil.

117、Hydrocarbons produced from our Jonah Field properties are sold toWest Coast markets.Williston Basin Williston,North DakotaOur non-operated interests in the Williston Basin,oil and natural gas producing properties,consist of approximately 39%average net working interest and approximately 33%average n

118、et revenue interest located on approximately 43,000 netacres(approximately 93%held by production)across Billings,Golden Valley,and McKenzie Counties in North Dakota.The properties are operated by Foundation Energy Management(“Foundation”).For the year ended June 30,2024,our average net daily product

119、ion from the Willison Basin properties was 0.5 MBOEPDconsisting of 81%oil,11%NGLs,and 8%natural gas.The primary producing reservoirs are the Three Forks,Pronghorn,and Bakken formations.Hydrocarbons produced from the Williston Basin properties are sold to local refineries andpurchasers.Barnett Shale

120、North TexasOur non-operated interests in the Barnett Shale,a natural gas and NGL producing shale reservoir,consist of approximately17%average net working interest and approximately 14%average net revenue interest(inclusive of small overridingroyalty interests)located on approximately 21,000 net acre

121、s held by production across nine North Texas counties(Bosque,Denton,Erath,Hill,Hood,Johnson,Parker,Somervell,and Tarrant),in the Barnett Shale.The oil and natural gasproperties are primarily operated by Diversified Energy Company with approximately 10%of wells operated by six otheroperators.For the

122、year ended June 30,2024,our average net daily production from the Barnett Shale properties was 2.6 MBOEPDconsisting of 74%natural gas,25%NGLs,and 1%oil.The producing reservoir is the Barnett Shale,which is also thesource rock.Hydrocarbons produced from our Barnett Shale properties are sold to Gulf C

123、oast markets.Hamilton Dome Hot Springs County,WyomingOur non-operated interests in the Hamilton Dome Field,a secondary recovery field utilizing water injection wells topressurize the reservoir,consist of approximately 24%average net working interest,with an associated 20%average netrevenue interest(

124、inclusive of a small overriding royalty interest).The unitized field,of which we hold approximately 1,400net acres,is operated by Merit Energy Company(“Merit”),a private oil and natural gas company,who owns the majorityof the remaining working interest in the Hamilton Dome Field.The Hamilton Dome Fi

125、eld is located in the southwestregion of the Big Horn Basin in northwest Wyoming.For the year ended June 30,2024,our average net daily production from the Hamilton Dome Field properties was 0.4MBOEPD consisting of 100%oil.The primary producing reservoirs in the field are the Tensleep and Phosphoria.

126、Producedoil from the field is subject to Western Canadian Select pricing.Table of Contents5Delhi Field Enhanced Oil Recovery CO2 Flood Onshore LouisianaOur non-operated interests in the Delhi Field,a CO2-EOR project,consist of approximately 24%average net workinginterest,with an associated 19%revenu

127、e interest and separate overriding royalty and mineral interests of approximately 7%yielding a total average net revenue interest of approximately 26%.The field is operated by Denbury Onshore LLC(“Denbury”),which was acquired by Exxon Mobil Corporation(“ExxonMobil”)on November 2,2023.The unitized De

128、lhiField,of which we hold approximately 3,200 net acres,is located in northeast Louisiana in Franklin,Madison,andRichland Parishes.For the year ended June 30,2024,our average net daily production from the Delhi Field properties was 1.0 MBOEPDconsisting of 78%oil and 22%NGLs.The primary producing res

129、ervoirs in the field are the Tuscaloosa and Paluxyformations.Produced oil from the field is priced off of Louisiana Light Sweet(“LLS”)crude,which often trades at apremium to West Texas Intermediate(“WTI”).Refer to“Production volumes,average sales price and average production costs”table below for fu

130、rther informationregarding our properties and their fiscal year results.Estimated Oil and Natural Gas Reserves and Estimated Future Net RevenuesThe Securities and Exchange Commission(“SEC”)sets rules related to reserve estimation and disclosure requirements foroil and natural gas companies.These rul

131、es require disclosure of oil and natural gas proved reserves by significantgeographic area,using the trailing 12-month average price,calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period,

132、ratherthan year-end prices,and allows the use of new technologies in the determination of proved reserves if those technologieshave been demonstrated empirically to lead to reliable conclusions about reserve volumes.Subject to limited exceptions,the rules also require that proved undeveloped reserve

133、s may only be classified as such if a development plan has beenadopted indicating that they are scheduled to be drilled within five years.There are numerous uncertainties inherent in estimating quantities of proved reserves and estimates of reserves quantitiesand values must be viewed as being subje

134、ct to significant change as more data about the properties becomes available.Summary of Oil&Gas Reserves for Fiscal Year Ended 2024Our proved reserves as of June 30,2024,denominated in thousands of barrels of oil equivalent(“MBOE”),were estimatedby our independent reservoir engineers,Netherland,Sewe

135、ll&Associates,Inc.(“NSAI”),DeGolyer and MacNaughton(“D&M”)and Cawley,Gillespie and Associates,Inc.(“CG&A”),all worldwide petroleum consultants.NSAI evaluated the reserves for our SCOOP/STACK,Jonah Field and Williston Basin properties.NSAI began evaluatingthese properties when we acquired each of the

136、m.The scope and results of their procedures are summarized in a letter fromthe firm,which is included as Exhibit 99.1 to this Annual Report on Form 10-K.D&M evaluated the reserves for our Barnett Shale,Hamilton Dome,and Delhi Field properties.The scope and results oftheir procedures are summarized i

137、n a letter from the firm,which is included as Exhibit 99.2 to this Annual Report onForm 10-K.CG&A evaluated the reserves for our Chaveroo Field properties.CG&A has a history with the field as it evaluates reservesfor the operator of the field.The scope and results of their procedures are summarized

138、in a letter from the firm,which isincluded as Exhibit 99.3 to this Annual Report on Form 10-K.The following table sets forth our estimated proved reserves as of June 30,2024.For additional reserve information,seeour Supplemental Disclosure about Oil and Natural Gas Properties(unaudited)to our consol

139、idated financial statements inItem 8.Financial Statements and Supplementary Data.The New York Mercantile Exchange(“NYMEX”)previous 12-month unweighted arithmetic average first-day-of-the-month price used to calculate estimated revenues was$79.45 perbarrel of oil and$2.32 per MMBtu of natural gas.The

140、 net price per barrel of NGLs was$23.86,which does not haveTable of Contents6any single comparable reference index price.The NGL price was based on historical prices received.For periods for whichno historical price information was available,we used comparable pricing in the geographic area.Pricing

141、differentials wereapplied based on quality,processing,transportation,location and other pricing aspects for each individual property andproduct.Proved Reserves as of June 30,2024Total ProvedPercent ofOilNatural GasNGLsReservesTotal ProvedReserve Category (MBbls)(MMcf)(MBbls)(MBOE)(1)ReservesProved:D

142、eveloped Producing 7,746 66,627 5,065 23,917 75.2%Developed Non-Producing 108 33 9 123 0.4%Undeveloped 3,956 11,249 1,914 7,745 24.4%Total Proved 11,810 77,909 6,988 31,785 100.0%Product Mix37%41%22%100%Total Proved by Property:SCOOP/STACK 1,277 12,314 787 4,116 13.0%Chaveroo Field 2,218 636 137 2,4

143、61 7.7%Jonah Field 239 25,113 318 4,744 14.9%Williston Basin 2,798 7,135 1,653 5,640 17.7%Barnett Shale 78 32,711 2,452 7,983 25.1%Hamilton Dome Field 2,182 2,182 6.9%Delhi Field 3,018 1,641 4,659 14.7%Total Proved 11,810 77,909 6,988 31,785 100.0%(1)Equivalent oil reserves are defined as six Mcf of

144、 natural gas and 42 gallons of NGLs to one barrel of oil conversionratio which reflects energy equivalence and not price equivalence.Natural gas prices per Mcf and NGL prices perbarrel often differ significantly from the equivalent amount of oil.Internal Controls Over Reserves Estimation Process and

145、 Qualifications of Technical Persons with Oversight for theCompanys Overall Reserve Estimation ProcessOur policies regarding internal controls over reserves estimates require such estimates to be prepared by an independentpetroleum engineering firm under the supervision of our internal reserve engin

146、eering team,which includes our ChiefOperating Officer(“COO”),J.Mark Bunch.Our internal reserve engineering team has a combined experience of over 80years in Petroleum Engineering.Our COO,the person responsible for overseeing the preparation of our reserves estimates,has a Bachelor of Science Degree

147、in Petroleum Engineering from Texas A&M University,is a registered ProfessionalEngineer in the State of Texas(No.86704),has over 40 years of oil and natural gas experience including largeindependents and financial firm services for projects and acquisitions.Our Board of Directors also has oversight

148、of ourreserve estimation process and contains a Reserves Committee with William Dozier,an independent director who is aRegistered Professional Engineer in the State of Texas(No.47279)with experience in energy company reserveevaluations.Such reserve estimates comply with generally accepted petroleum

149、engineering and evaluation principles,definitions,and guidelines as established by the SEC.The reserves information in this filing is based on estimates prepared by NSAI,D&M and CG&A.The person responsiblefor the preparation of the reserve report at NSAI is Matthew D.Pankey,P.E.,Petroleum Engineer.M

150、r.Pankey,a licensedProfessional Engineer in the State of Texas(No.142931),has been practicing consulting petroleum engineering at NSAIsince 2019 and has over six years of prior industry experience.Mr.Pankey received a Bachelor of Science degree inChemical Engineering in 2012 from Auburn University.T

151、he person responsible for the preparation of the reserve report atD&M is Dr.Dilhan Ilk,P.E.,Executive Vice President.Dr.Ilk received a Bachelor of Science degree in PetroleumEngineering in 2003 from Istanbul Technical University and a Masters degree and Doctorate in Petroleum Engineering in2005 and

152、2010,respectively,from Texas A&M University,and he has in excess of 14 years of experience in oil and naturalgas reservoir studies and evaluations and is a licensed Professional Engineer in the state of Texas(No.139334).The personresponsible for the preparation of the reserve report at CG&A is W.Tod

153、d Brooker,Table of Contents7P.E.,President.Mr.Brooker received a Bachelor of Science degree in Petroleum Engineering in 1989 from the University of Texas at Austin and is a registered Professional Engineer in the State of Texas(No.83462).Mr.Brooker joined CG&A in 1992 and has over 30 years of experi

154、ence in engineering and geological services.We provide NSAI,D&M and CG&A with our property interests,production,current operating costs,current productionprices,estimated abandonment costs and other information in order for them to prepare the reserve estimates.Thisinformation is reviewed by our sen

155、ior management team and designated operations personnel to ensure accuracy andcompleteness of the data prior to submission to the reserve engineers.The scope and results of NSAIs,D&Ms andCG&As procedures,as well as their professional qualifications,are summarized in the letters included as Exhibit 9

156、9.1,Exhibit 99.2 and Exhibit 99.3,respectively,to this Annual Report on Form 10-K.Proved Undeveloped ReservesDuring the year ended June 30,2024 our proved undeveloped(“PUD”)reserves changed as follows:OilNatural GasNGLsTotal ReservesProved undeveloped reserves:(MBbls)(MMcf)(MBbls)(MBOE)(1)June 30,20

157、23 2,687 2,431 605 3,697Revisions of previous estimates(1,557)1,802 393(863)Improved recovery,extensions and discoveries 2,891 5,005 785 4,510Purchase of reserves in place 33 2,011 151 519Transfers(98)(20)(118)June 30,2024 3,956 11,249 1,914 7,745(1)Equivalent oil reserves are defined as six Mcf of

158、natural gas and 42 gallons of NGLs to one barrel of oil conversionratio which reflects energy equivalence and not price equivalence.Natural gas prices per Mcf and NGL prices perbarrel often differ significantly from the equivalent amount of oil.Our PUD reserves were 7.7 MMBOE as of June 30,2024,with

159、 related future development costs of approximately$90.5 million,which are primarily associated with the Williston Basin and Chaveroo Field and to a lesser extent our SCOOP/STACK properties,where we hold a smaller average net working interest,and the Delhi Field.Extensions of 4.5 MMBOE are primarily

160、associated with new wells at SCOOP/STACK,subsequent to our acquisition,and Chaveroo Field.Transfers of 0.1 MMBOE are associated with two Delhi wells placed online during the first fiscal quarter of 2024.The net downward revisions were due primarily to adjustments made to the Williston Basin developm

161、ent plan.These adjustments include updated economic assumptions to drill and complete wells,changes to the specific well locations on the drilling plan based on continuous technical analysis of the acreage,and the development timing of the project that maximizes the efficiency of our capital project

162、s.The positive revisions in natural gas and NGLs are associated with changes in type curves at SCOOP/STACK subsequent to our acquisition.Under SEC reporting requirements,our PUD reserves include only those reserves in which the Company has current plans to develop within five years.See“Drilling and

163、PresentActivities”below for a further discussion of our expected development of the PUDs associated with Williston Basin,Chaveroo Field,SCOOP/STACK and Delhi Field.Drilling and Present ActivitiesCurrently,none of our oil and natural gas properties are operated by us.We therefore rely on information

164、from ouroperators regarding near-term drilling programs.There are no plans to drill new wells in fiscal year 2025 in the JonahField,the Barnett Shale,and the Hamilton Dome Field.At this time,operators of our properties at SCOOP/STACK,Williston Basin,Hamilton Dome Field and Delhi Field are periodical

165、ly running workover rigs focusing on projects toreturn wells to production that have experienced mechanical issues.At SCOOP/STACK,we currently expect 13 gross wells to be brought online during fiscal year 2025.Additionally,as our third-party operators continue to be active around our acreage,we woul

166、d expect additional wells to be drilled and/or completed.At Chaveroo Field,the next development block is currently planned to begin drilling during the second quarter of fiscal 2025,with production estimated to commence during the second half of fiscal 2025.At the Williston Basin,we anticipate that

167、fiscal year 2025 will be used to finalize permits,maximize economic efficiencies in vendor Table of Contents8contracts,and prepare for initiating a drilling program to exploit the Three Forks formation on our acreage.We envision production to begin in the second quarter of fiscal year 2026.At Delhi

168、Field,the third-party operator is planning to drill three new wells within Test Site V.The first of these three new wells is expected to come online during the second half of fiscal 2025.For further discussion,see“Capital Expenditures”within Item 7.Managements Discussion and Analysis of FinancialCon

169、ditions and Results of Operations.Table of Contents9Production volumes,average sales price and average production costsThe following table summarizes our crude oil,natural gas,and natural gas liquids production volumes,average sales priceper unit and average daily production on an equivalent basis f

170、or the periods indicated:Years Ended June 30,202420232022 Volume Price Volume Price Volume PriceProduction:Crude oil(MBBL)SCOOP/STACK 71$79.77$Chaveroo Field 27 77.90 Jonah Field 34 78.51 36 84.58 10 112.50Williston Basin 146 73.97 144 79.38 71 101.25Barnett Shale 9 75.01 9 76.12 9 82.56Hamilton Dom

171、e Field 142 65.18 149 65.18 150 76.03Delhi Field 279 79.46 319 81.57 358 86.57Other 1 78.79 2 88.03 21 58.57Total 709$75.38 659$77.46 619$85.11Natural gas(MMCF)SCOOP/STACK 532$2.46$Chaveroo Field 12 2.17 Jonah Field 3,448 3.55 3,675$10.63 1,000$7.80Williston Basin 86 1.72 96 4.48 40 6.30Barnett Shal

172、e 4,165 1.87 5,337 4.55 6,087 5.11Other 1 4.66 14 1.21Total 8,243$2.61 9,109$7.00 7,141$5.49Natural gas liquids(MBBL)SCOOP/STACK 30$23.16$Chaveroo Field 1 21.93 Jonah Field 38 28.67 36$34.76 12$52.92Williston Basin 20 21.85 24 27.23 10 38.50Barnett Shale 233 27.61 274 32.54 256 46.91Delhi Field 80 2

173、7.91 81 34.95 83 48.02Other 1 26.15 3 18.33Total 402$27.13 416$32.86 364$46.89Equivalent(MBOE)(1)SCOOP/STACK(2)190$40.43$Chaveroo Field(2)30 72.10 Jonah Field(3)647 24.76 685 63.37 189 50.57Williston Basin(3)180 63.10 184 68.12 88 88.93Barnett Shale 936 15.93 1,173 28.89 1,280 34.27Hamilton Dome Fie

174、ld 142 65.18 149 65.18 150 76.03Delhi Field 359 68.03 400 72.13 441 79.32Other 1 78.79 2 73.71 25 52.08Total 2,485$34.56 2,593$49.56 2,173$50.13Average daily production(BOEPD)(1)SCOOP/STACK(2)519 Chaveroo Field(2)82 Jonah Field(3)1,768 1,877 518Williston Basin(3)492 504 241Barnett Shale 2,557 3,214

175、3,507Hamilton Dome Field 388 408 411Delhi Field 981 1,096 1,208Other 3 5 68Total 6,790 7,104 5,953(1)Equivalent oil reserves are defined as six Mcf of natural gas and 42 gallons of NGLs to one barrel of oil conversion ratio which reflects energyequivalence and not price equivalence.Natural gas price

176、s per Mcf and NGL prices per barrel often differ significantly from the equivalent amountof oil.(2)Average daily production presented in the table above represents our fiscal year production divided by 366 days in the year for fiscal year 2024.AtSCOOP/STACK and Chaveroo Field,our average daily produ

177、ction since SCOOP/STACKs acquisition date of February 12,2024 and firstproduction at Chaveroo Field beginning February 2024 through June 30,2024,was 1.4 MBOEPD and 0.2 MBOEPD,respectively.(3)Average daily production presented in the table above represents our fiscal year production divided by 365 da

178、ys in the year for fiscal years 2023 and2022.At Williston and Jonah,our average daily production since their respective acquisition dates of January 14,2022 and April 1,2022 throughJune 30,2022,was 0.5 MBOEPD and 2.1 MBOEPD,respectively.Table of Contents10The following table summarizes our productio

179、n costs,and production costs per unit for the periods indicated:Years Ended June 30,Production costs(in thousands,except per BOE)202420232022Lease operating costsAmountper BOE Amountper BOE Amountper BOESCOOP/STACK$1,647$8.71$Chaveroo Field 462 15.40 Jonah Field 9,101 14.09 12,350 18.03 2,990 15.82W

180、illiston Basin 5,235 29.08 5,581 30.42 2,419 27.49Barnett Shale 14,695 15.68 20,756 17.70 22,825 17.83Hamilton Dome Field 5,722 40.37 5,574 37.45 5,480 36.53Delhi Field 11,390 31.76 15,275 38.22 14,933 33.86Other 21 9.10 9 3.35 10 0.40Total$48,273$19.43$59,545$22.96$48,657$22.39Productive WellsThe f

181、ollowing table sets forth the number of productive oil and natural gas wells in which we own a working interest as ofJune 30,2024.Company OperatedNon-OperatedTotal Gross Net Gross Net Gross NetOil 555 92.6 555 92.6Natural gas 1,489 266.1 1,489 266.1Total 2,044 358.7 2,044 358.7AcreageThe following t

182、able sets forth certain information regarding our developed and undeveloped lease acreage as ofJune 30,2024.Developed acreage refers to acreage on which wells have been drilled or completed to a point that wouldallow production of oil and natural gas in commercial quantities.Undeveloped acreage refe

183、rs to acreage on which wellshave not been drilled or completed to a point that would permit production of oil and natural gas in commercial quantitieswhether or not the acreage contains proved reserves.Developed AcreageUndeveloped AcreageTotalField(1)Gross Net Gross Net Gross NetSCOOP/STACK,Oklahoma

184、 100,480 3,971 3,200 182 103,680 4,153Chaveroo Field,New Mexico 480 240 2,768 1,384 3,248 1,624Jonah Field,Wyoming 5,280 956 5,280 956Williston Basin,North Dakota 124,800 37,306 18,560 5,661 143,360 42,967Barnett Shale,Texas 123,777 20,918 123,777 20,918Hamilton Dome Field,Wyoming 5,908 1,389 5,908

185、1,389Delhi Field,Louisiana 9,126 2,180 4,510 1,077 13,636 3,257Total(2)369,851 66,960 29,038 8,304 398,889 75,264(1)Except for our undeveloped acreage in the SCOOP/STACK,Oklahoma,which will expire in 2026 if we do notestablish production in paying quantities on the units in which such acreage is inc

186、luded to maintain the lease and ouracreage at the Williston Basin,North Dakota(see expiration table below),all acreage,including any undeveloped,nonproductive or undrilled acreage,is held by existing production as long as continuous production is maintained inthe unit.(2)This table excludes acreage

187、attributable to small overriding royalty interests retained in various formations in theTexas Giddings Field area.Except for de minimis production that began on two leases during late fiscal year 2019,none of such acreage is currently producing and our interests are subject to expiration if leases a

188、re not maintained byothers or commercial production is not established.It does not currently appear likely that we will obtain anysignificant value from these interests and no reserves have been assigned to any of the Giddings interests.Table of Contents11The table below reflects our net undeveloped

189、 acreage in Williston Basin,North Dakota as of June 30,2024 that will expireeach year if we do not establish production in paying quantities on the units in which such acreage is included to maintainthe lease:Net AcreageFiscal YearExpiration(1)2025 1,6652026 8602027 2028 2029&beyond 389 2,914(1)Excl

190、uded 2,747 net acres held by existing production as long as continuous production is maintained in the unit.Markets and CustomersOur production is marketed to third parties in a manner consistent with industry practices.In the United States marketwhere our properties are operated,crude oil,natural g

191、as,and NGLs are readily transportable and marketable.In the JonahField,we take our natural gas and NGL working interest production in-kind and market separately to purchasers on six-month contracts for natural gas and to Enterprise Products Partners L.P.for NGLs.We do not currently market our share

192、ofoil,natural gas,or NGLs production from any other field separately from the operators shares of production.Although wehave the right to take our working interest production in-kind,we are currently selling our production through the fieldoperators pursuant to the delivery and pricing terms of thei

193、r sales contracts.Under such arrangements,we typically do notknow the identity of the buyers.As a non-operator,we are highly dependent on the success of our third-party operators and the decisions made in connection with their operations.With the exception of the Jonah Field,our third-party operator

194、s sell our oil,natural gas,and NGLs to purchasers,collect the cash,and distribute the cash to us.In the year ended June 30,2024,four individual purchasers,Denbury,Diversified,Foundation,and Merit,each accounted for more than 10%of our total revenues,collectively representing approximately 69%of our

195、total revenues for the year.In the year ended June 30,2023,three individual purchasers,Diversified,Denbury,and Conoco Phillips,each accounted for more than 10%of our total revenues,collectively representing approximately 65%of our total revenues for the year.The loss of a purchaser at any of our maj

196、or producing properties or disruption to pipeline transportation from these fieldscould adversely affect our net realized pricing and potentially our near-term production levels.Market ConditionsPrices we receive for crude oil,natural gas,and NGLs are influenced by many factors that are beyond our c

197、ontrol,the exacteffect of which is difficult to predict.These factors include changes in supply and demand,the relative strength of the U.S.dollar,government regulation,weather,and actions of major foreign producers.Oil and natural gas prices over the past few years have been volatile and we expect

198、that volatility to continue.Worldwidefactors such as global health pandemics,geopolitical,international trade disruptions and tariffs,macroeconomics,supplyand demand,refining capacity,petrochemical production,and derivatives trading,among others,influence prices for oil,natural gas,and NGLs.Local an

199、d domestic factors also influence prices for oil,natural gas,and NGLs and includeincreasing or decreasing production trends,quality differences,regulation,legislation and transportation issues unique tocertain producing regions and reservoirs.CompetitionThe oil and natural gas industry is highly com

200、petitive for prospects,acreage,and capital.Our competitors include majorintegrated oil and natural gas companies,numerous independent oil and natural gas companies,individuals,and drillingand income programs.Many of our competitors are large,well-established companies with substantially larger opera

201、tingTable of Contents12staff and greater capital resources.Competitors are national,regional,or local in scope and compete on the basis offinancial resources,technical prowess or local knowledge.The principal competitive factors in our industry are expertise ingiven geographical areas and geologic s

202、ystems and the ability to efficiently conduct operations,achieve technologicaladvantages,identify and acquire economically producible reserves,and obtain capital at rates that allow economicinvestments.Risk ManagementWe are exposed to certain risks relating to our ongoing business operations,includi

203、ng commodity price risk.In accordancewith our company strategy and the covenants under the Senior Secured Credit Facility,derivative instruments areoccasionally utilized to hedge our exposure to price fluctuations and reduce the variability in our cash flows associatedwith anticipated sales of futur

204、e oil and natural gas production.We do not enter into derivative contracts for speculativetrading purposes.While there are many different types of derivative instruments available,historically we have used costless collars,standalone put options,and fixed-price swaps to attempt to manage price risk.

205、Costless collar agreements are put and calloptions used to establish floor and ceiling commodity prices for a fixed volume of production during a certain time period.All costless collar agreements provide for payments to counterparties if the settlement price under the agreement exceedsthe ceiling a

206、nd payments from the counterparties if the settlement price under the agreement is below the floor.Stand aloneput options are floors that are purchased for a cost and provide that counterparties make payments to us if the settlementprice is below the established floor.The fixed-price swap agreements

207、 call for payments to,or receipts from,counterpartiesdepending on whether the index price of oil or natural gas for the period is greater or less than the fixed price establishedfor the period contracted under the fixed-price swap agreement.It is our policy to enter into derivative contracts only wi

208、th counterparties that are creditworthy financial institutions deemedby management as competent and competitive market makers.We will continue to evaluate the benefit of employingderivatives in the future.Our hedge strategies and objectives may change as our operational profile changes.See Item 7A.Q

209、uantitative and Qualitative Disclosures About Market Risk and Note 7,“Derivatives”to our consolidated financialstatements in Item 8.Financial Statements and Supplementary Data for additional information.Government RegulationAs an oil and natural gas exploration and production company,our interests a

210、re subject to numerous legal requirements.Regulation of Oil and Natural Gas ProductionFederal,state and local authorities have promulgated extensive rules covering oil and natural gas exploration,productionand related operations.Those regulations require our third-party operator to obtain permits,po

211、st bonds and submit reports.They also may address conservation,including unitization or pooling of oil and natural gas properties,well locations,themethod of drilling and casing wells,surface use and restoration of properties where wells are drilled,sourcing and disposalof water used in the process

212、of drilling,completion and abandonment,the establishment of maximum rates of productionfrom wells,and plugging and abandonment of wells.The effect of these regulations is to limit the amount of oil and naturalgas that we can produce and to limit the number of wells or the locations at which we can p

213、roduce.Moreover,many statesimpose a production or severance tax with respect to the production and sale of oil,natural gas and natural gas liquidswithin their jurisdictions.Failure to comply with any applicable legal requirements may result in substantialpenalties.Because such regulations are freque

214、ntly amended or reinterpreted,we are unable to predict future compliancecosts or impacts.Significant expenditures may be required to comply with governmental laws and regulations,however,and may have a material adverse effect on our financial condition and results of operations.Regulation of Transpo

215、rtation of Oil and Natural GasThe prices for crude oil,condensate and natural gas liquids and natural gas are negotiated and not currently regulated.But Congress,which has been active in oil and natural gas regulation,could impose price controls in the future.Table of Contents13Our sales of crude oi

216、l and natural gas are affected by the availability,terms and cost of transportation.The Federal EnergyRegulatory Commission(“FERC”)primarily regulates interstate oil and natural gas transportation rates.In somecircumstances,FERC regulations also may affect intrastate pipelines.In addition,states may

217、 impose on intrastate pipelinesvarious obligations relating to such matters as safety,environmental protection,nondiscriminatory take and pay rates.Thebasis for intrastate oil and natural gas pipeline regulation,and the degree of regulatory oversight and scrutiny given to suchmatters,vary from state

218、 to state.To the extent effective interstate and intrastate rates are equally applicable to allcomparable shippers,we believe that the regulation of oil and natural gas transportation rates will not affect our business inany way that is of material difference from those of our competitors who are si

219、milarly situated.Environmental MattersOur properties are subject to extensive and changing federal,state and local laws and regulations relating to the protection of the environment,worker safety and human health.Such requirements may address:the generation,storage,handling,emission,transportation a

220、nd disposal of materials;reclamation or remediation of sites,including former operating areas;the acquisition of a permit or other authorization;air emissions;protection of water supplies;limits on construction,drilling and other activities in wilderness or other environmentally sensitive areas;anda

221、ssessment of environmental impacts.Failure to comply with such requirements may result in a variety of sanctions,including fines,administrative orders andinjunctions.In addition,issuing authorities may revoke,adversely condition or deny permits necessary for our operations.In the opinion of manageme

222、nt,our properties are in substantial compliance with applicable environmental laws andregulations,and we have no material commitments for capital expenditures to comply with existing environmentalrequirements.Nevertheless,changes in existing environmental laws and regulations or in interpretations t

223、hereof could havea significant impact on our company,as well as the oil and natural gas industry in general.Significant environmentalrequirements that may affect our operations are described below.The Comprehensive Environmental,Response,Compensation,and Liability Act(“CERCLA”)and comparable statest

224、atutes impose strict liability,and in some cases joint and several liability,on owners and operators of sites and on personswho arranged for the disposal of“hazardous substances”found at such sites.It is not uncommon for neighboringlandowners or other third parties to also file claims for personal i

225、njury and property damage allegedly caused by anyhazardous substances released into the environment.Although CERCLA currently excludes petroleum from its definitionof“hazardous substance,”our operations do entail handling other chemicals that may be subject to the statute.In addition,state laws affe

226、cting our properties may impose cleanup liability relating to petroleum and petroleum related products.TheFederal Resource Conservation and Recovery Act(“RCRA”)and comparable state statutes govern the disposal of“solidwaste”and“hazardous waste.”Violations may result in substantial fines.Although RCR

227、A currently classifies certain oilfield wastes as“non-hazardous,”such exploration and production wastes could be reclassified as hazardous,therebysubjecting our operations to more stringent handling and disposal requirements.In some circumstances,moreover,RCRA authorizes both the federal government

228、and private persons to seek injunctions requiring the cleanup of wastes,whether hazardous or non-hazardous.The Endangered Species Act(“ESA”)protects fish,wildlife and plants that are listed as threatened or endangered.Underthe ESA,exploration and production operations may not significantly impair or

229、 jeopardize a protected species or itshabitat.The ESA provides for criminal penalties for willful violations.Our operations also may be subject to other statutesthat protect animals and plants such as the Migratory Bird Treaty Act.Although we believe that our properties are incompliance with such st

230、atutes,any change in these statutes or any reclassification of a species as endangered could subjectour company(directly or indirectly through our third-party operators)to significant expenses to modify operations,couldforce discontinuation of certain operations altogether and could limit the locati

231、ons our third-party operators may utilize inthe future.Table of Contents14The Clean Air Act(“CAA”)is the comprehensive federal law addressing sources of air emissions.Oil and natural gasproduction and natural gas processing operations are among the many source categories subject to the CAA.Regulated

232、emissions from oil and natural gas operations include sulfur dioxide,volatile organic compounds(“VOCs”)and hazardousair pollutants such as benzene,among others.In particular,the Environmental Protection Agency(“EPA”)announced regulations in December 2023 that impose morecomprehensive restrictions on

233、 emissions of methane(a greenhouse gas)and VOCs from new,existing,and modifiedfacilities in the oil and gas sector(such as wells and storage tank batteries).Among other things,the rule sets newemissions standards for certain equipment;requires routine monitoring for and repair of leaks at well sites

234、,centralizedproduction facilities,and compressor stations;limits flaring from existing oil wells;and prohibits flaring from new oilwells.EPA also established a“Super Emitter Program”to authorize third parties to detect“super emitter events”atoperators sites and report them to EPA.The regulations do

235、provide phase-in periods for certain requirements.And Stateplans for existing sources are due 24 months after the rules effective date.States can either adopt the rules presumptivestandards or develop their own requirements that are at least as strict as EPAs.These regulations or practices and any o

236、thernew rules requiring the installation of more sophisticated pollution control equipment could have a material adverse impacton our business,results of operations and financial condition.The Clean Water Act(the“CWA”)is the primary federal law controlling the discharge of produced waters and otherp

237、ollutants into waters of the United States.Permits must be obtained for such discharges and to conduct constructionactivities in waters and wetlands.Some states also require permits for discharges or operations that may impact groundwater.The CAA,CWA and comparable state statutes authorize civil,cri

238、minal and administrative penalties for violations.Further,the CWA and Oil Pollution Act may impose liability on owners or operators of onshore facilities that impact surfacewaters.Pursuant to the Safe Drinking Water Act,EPA(or an authorized state)regulates the construction,operation,permitting,andcl

239、osure of injection wells used to place oil and natural gas wastes and other fluids underground for enhanced hydrocarbonrecovery,storage or disposal.The primary objective of injection well operating requirements is to ensure the mechanicalintegrity of the injection apparatus and to prevent migration

240、of fluids from the injection zone into underground sources ofdrinking water.Underground injection associated with oil and gas operations,particularly the disposal of produced water,has been linked in some cases to localized earthquakes.This in turn has led to new legislative and regulatory initiativ

241、es,which have the potential to restrict injection in certain wells or limit operations in certain areas.Certain of the oil and natural gas production in which we have an interest is developed from unconventional sources thatrequire hydraulic fracturing as part of the completion process.Hydraulic fra

242、cturing involves the injection into theformation of water,sand and chemicals under pressure to stimulate production.From time to time,legislation has beenproposed in the United States Congress to repeal the Safe Drinking Water Acts exemption for hydraulic fracturing fromthe definition of“underground

243、 injection”and to require federal permitting of hydraulic fracturing.If ever enacted,suchlegislation would add to costs for hydraulic fracturing.Scrutiny of hydraulic fracturing activities continues in other ways.Several states where our properties are located haveproposed or adopted legislative or

244、regulatory restrictions on hydraulic fracturing.A number of municipalities likewise haveenacted bans on hydraulic fracturing.We cannot predict whether any other legislation restricting hydraulic fracturing willbe enacted and if so,what its provisions would be.If additional levels of regulation and p

245、ermits were to be requiredthrough the adoption of new laws and regulations at the federal,state or local level,it could lead to delays,increasedoperating costs and process prohibitions that could materially adversely affect our revenue and results of operations.The National Environmental Policy Act(

246、“NEPA”)requires federal agencies to assess the environmental effects of theirproposed actions prior to making decisions.Among the broad range of actions covered by NEPA are decisions on permitapplications and federal land management.Many of the activities of our third-party operators involve federal

247、 decisionssubject to NEPA.Such federal actions may trigger robust NEPA review,which could lead to delays and increased costsTable of Contents15that could materially adversely affect our revenues and results of operations.The Biden Administration reversed changes toNEPA rules enacted under the Trump

248、Administration that had been intended to streamline NEPA review.The revisedregulations lay the foundation for additional scrutiny of impacts on climate change,which could affect the assessment ofprojects ranging from oil and gas leasing to development on public and Indian lands.Climate ChangeClimate

249、 change has become a major public concern and policy issue in the United States and around the world.Much ofthe debate has focused on greenhouse gas(“GHG”)emissions from oil and natural gas,particularly carbon dioxide andmethane.In the United States,there is no comprehensive federal regulatory statu

250、te addressing climate change,although Congress does periodically consider such measures.At the federal level,the United States therefore has primarily addressed climate change through executive actions and regulatory initiatives pursuant to existing statutes.These include rejoining the Paris Agreeme

251、nt on climate change,the Biden Administrations commitment to cut greenhouse gas emissions by 2030 to 50-52 percent of 2005 levels,various executive orders,limiting land available for oil and gas leasing,the United States Methane Emissions Reduction Action Plan(intended to reduce overall methane emis

252、sions by 30%below 2020 levels by 2030),and Clean Air Act rules(such as regulation announced in December 2023 to reduce methane emissions from the oil and gas sector).The SEC even promulgated new rules in 2024 that would require disclosure of various specific risks related to climate but promptly iss

253、ued an order staying their applicability pending resolution of legal challenges.In addition,several states have already implemented or are considering programs to reduce GHG emissions.These include cap and trade programs,promotion of alternative forms of energy,transportation standards and restricti

254、ons on particular GHGs.New Mexico,for example,is requiring oil and gas operators to capture 98%of their produced natural gas by December 31,2026,and is limiting most venting and flaring.To the extent that new climate change measures are adopted,our business may be adversely impacted.In addition,rece

255、nt court decisions have left open the question of whether tort claims alleging property damage mayproceed under state common law against entities responsible for GHG emissions.Thus,there is some litigation risk forsuch claims.Legislation or regulations that may be adopted to address climate change c

256、ould also affect the markets for our products bymaking our products more or less desirable than competing sources of energy.To the extent that our products arecompeting with higher GHG emitting energy sources,for example,our products would become more desirable in themarket with more stringent limit

257、ations on GHG emissions.But in 2022,the United States enacted the Inflation ReductionAct that,among other things,creates a series of financial incentives intended to discourage use of oil and natural gas(including imposing a fee on methane emissions)and to promote alternative sources of energy.Pursu

258、ant to that Act,EPAannounced a proposed rule in December 2023 that would implement the program for collecting the annual“WasteEmissions Charge”on certain excess methane emissions from oil and gas facilities.By statute,the charge would be$900per metric ton of methane for 2024,$1,200 per metric ton fo

259、r 2025,and$1,500 per metric ton each year thereafter.To theextent that our products are competing with lower GHG emitting energy sources such as solar and wind,our products maybecome less desirable in the market with such government intervention.We cannot predict with any certainty at this timehow t

260、hese possibilities may affect our operations.Various studies on climate change indicate that extreme weather conditions and other risks may occur in the future in theareas where we operate.Although we have not experienced any material impact from such extreme conditions to date,noassurance can be gi

261、ven that they will not have a material adverse effect on our business in the future.See discussion captioned“Government regulation and liability for oil and natural gas operations and environmental mattersmay adversely affect our business and results of operations”in Item 1A.Risk Factors.InsuranceWe

262、 maintain insurance on our oil and natural gas properties and operations for risks and in amounts customary in theindustry.Such insurance includes,but is not limited to,general liability,excess liability,control of well,operators extraexpense,casualty,fraud,and directors and officers liability cover

263、age.Not all losses are insured,and we retain certainTable of Contents16risks of loss through deductibles,limits,and self-retentions.We do not carry business interruption or lost profits coverage.Human Capital,Sustainability,and ESGEmployeesAs of June 30,2024,we had eleven full-time employees,not inc

264、luding contract personnel and outsourced serviceproviders.Due to our current focus on non-operating properties,our staff is disproportionately weighted towards higherwage professionals.We believe that we have positive relations with our employees.Our team is broadly experienced in oiland natural gas

265、 operations,development,acquisitions,and financing.We follow a strategy of outsourcing most of ourproperty accounting,human resources,administrative,and other non-core functions.For our full-time employees,ourbenefits package,as determined by our Board of Directors,includes medical,dental,and vision

266、 insurance,short-termdisability,401(k)contributions based on a portion of the employees base salary,short and long-term performance-basedand service-based incentive pay(i.e.,annual bonuses and stock awards),and paid time off.Our workforce is provided with annual training and is expected to sign an a

267、cknowledgement regarding our policies anddisclosures which include,but are not limited to,the Corporate Sustainability Report(“CSR”),employee handbook,humanrights,code of ethics,health and safety,emergency procedures,conflicts of interest,insider trading,bribery,kickbacks,discrimination,diversity,eq

268、uity,and inclusion.Sustainability and ESGIn fiscal year 2023,we formed a Sustainability Committee which is responsible for overseeing our Environmental SocialGovernance(“ESG”)initiatives.In fiscal year 2021-2022,under the supervision of our Board of Directors,the Nominatingand Corporate Governance c

269、ommittee,and senior management,the foundation of our sustainability efforts and CSR wereled by an ESG Task Force.Evolutions most recent CSR was published in November 2023.This report is accessible on ourwebsite at .The ESG Task Force formalized our existing ESG programs,proposed and implemented new

270、ESG initiatives,monitoredadherence to our internal and third-party sustainability standards,and provided public disclosures for our stakeholders.Each year,we continue to disclose,enhance,implement,and provide training for a number of new and existing policiesand procedures.These include,but are not

271、limited to:implementing a charitable donation program and employee volunteerinitiatives,an annual company-wide ESG training program for both the Board of Directors and our workforce,implementation of safety inspections and health and safety coordinators,and incorporating ESG considerations into ourc

272、ompensation structure.We are committed to high standards of conduct and ethics in order to contribute to the sustainability of our business.Ourcore values are the base to support our strategy and long-term success.We believe integrity is paramount and we arecommitted to developing and producing ener

273、gy resources in environmentally,socially,and ethically respectful andresponsible ways.Our people are critical to our success and as such we promote and maintain a safe and inclusive workenvironment.We strategically plan for the long-term and strive to maintain capital discipline,stakeholder transpar

274、ency,andcontinuous focus on returning capital to shareholders.We work with third-party operators that share our desire to operate and work responsibly,particularly for the naturalenvironments in which they operate.Denbury Inc.,the operator of our Delhi Field property,and now a subsidiary of ExxonMob

275、il,is an industry leader inCarbon Capture,Utilization and Storage with a network of CO2 EOR operations and the United States largest operatedsystem of CO2 transmission pipelines.As of year-end 2022,Denbury reportedly injects over three million tons of capturedindustrial-sourced CO2 annually,and has

276、a goal to reach Net Zero for Scope 1,Scope 2 and Scope 3 CO2 emissions by2030,primarily through increasing the amount of captured industrial-sourced CO2 used in their operations.Table of Contents17Jonah Energy,the operator of our Jonah Field property,is one of the leading sustainable natural gas pro

277、ducers in the U.S.In 2021,Jonah was the first and only U.S.company to achieve the Gold Standard Rating,announced by the United NationsEnvironment Programme International Methane Emissions Observatory.As a non-operator of our current properties,we do not have direct control over environmental initiat

278、ives at a property-level.However,we believe it is important to partner with third-party operators that share our core values and are committed tobeing environmental stewards as they responsibly produce energy resources.We recognize that the expectations,requirements,and responsibilities of operators

279、 regarding safeguarding the environment and environmental stewardshipcontinue to evolve.We are,and will continue to be,committed to supporting our third-party operators as they respond tothese expectations,requirements,and responsibilities.In fiscal year 2023,we implemented our first annual voluntar

280、y Environmental Operator Questionnaire to collect variousenvironmental metrics on behalf of our third-party operators.In addition,we host regular operations meetings with ourthird-party operators in which we discuss asset level operations,expenses,any environmental issues and compliance,including ES

281、G and health and safety related topics.The objectives of these endeavors are to obtain environmental data tobetter disclose the impact of operations,as well as to be better prepared to work with our operating partners in mitigatingpotential environmental impacts.We report in our CSR the estimated Sc

282、ope 1 and Scope 2 GHG emissions for our corporate office located in Houston,Texas.We are not required to and do not report Scope 1 GHG,or direct,emissions to the EPA as we are not the operator ofour oil and natural gas properties,nor do we have financial control over our oil and natural gas properti

283、es and operations.We prefer to partner with third-party operators that work to reduce their Scope 1 GHG emissions,and we encourage themto accelerate their efforts as appropriate in this regard.Scope 2 GHG emissions are based on indirect emissionsrepresenting purchased electricity.We are one of many

284、tenants leasing space in our corporate office building and do notknow the actual amount of electricity used in our space.As such,we estimate our consumption by multiplying theelectricity purchased for the entire building by the percentage of the floor area that we occupy.Water use is also reported i

285、nthe CSR and is calculated in a similar fashion.We maintain a hotline which operates 24/7/365 and allows anonymous and confidential reporting for employees,consultants,partners,and contractors,including the ability to report concerns or violations of our policies through thephone or internet(Phone:8

286、77-628-7489/Website:).Additional InformationWe file Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and other reportswith the SEC.Our reports filed with the SEC are available free of charge to the general public through our website .These reports are accessible

287、 on our website as soon as reasonably practicable after beingfiled with,or furnished to,the SEC.This Annual Report on Form 10-K and our other filings can also be obtained bycontacting:Corporate Secretary,1155 Dairy Ashford Road,Suite 425,Houston,Texas 77079,or calling(713)935-0122.These reports are

288、also available at the SEC Public Reference Room at 450 Fifth Street,N.W.,Washington,D.C.20549.Thepublic may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.TheSEC also maintains a website at www.sec.gov that contains reports,proxy and information

289、 statements and otherinformation regarding issuers that file electronically with the SEC.Table of Contents18Item 1A.Risk FactorsOur business involves a high degree of risk.If any of the following risks,or any risk described elsewhere in this AnnualReport on Form 10-K,actually occurs,our business,fin

290、ancial condition,or results of operations could suffer.The risksdescribed below are not the only ones facing us.Additional risks not presently known to us or which we currently considerto be immaterial also may adversely affect us.Risks Related to Our Business:A substantial or extended decline in oi

291、l and natural gas prices may adversely affect our business,financial condition,results of operations and our ability to meet our capital expenditure obligations and financial commitments.The price we receive for our oil and natural gas significantly influences our revenue,profitability,access to cap

292、ital,capitalspending,and future rate of growth.At June 30,2024,approximately 37%of our proved reserves were oil reserves,41%were natural gas and 22%were NGLs.Oil,natural gas and NGLs are commodities and their prices are subject to widefluctuations in response to relatively minor changes in supply an

293、d demand.Historically,the markets for oil,natural gas,and NGLs have been volatile and these markets will likely continue to be volatile in the future.The prices we receive forour production depend on numerous factors beyond our control,including,but not limited to the following:changes in global sup

294、ply and demand for oil and natural gas;worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas;social unrest,political instability or armed conflict in major oil and natural gas producing regions outside theUnited States,such as the conflict between

295、Ukraine and Russia and the conflict between Israel and Gaza,andacts of terrorism or sabotage;the ability and willingness of the members of OPEC+to agree and maintain oil price and production controls;the price and quantity of imports of foreign oil and natural gas;energy transition away from hydroca

296、rbons in response to governmental,scientific,and public concern over thethreat of climate change arising from greenhouse gas emissions;the relative strength or weakness of the U.S.dollar compared to other currencies;the level of global oil and natural gas exploration and production;the level of glob

297、al oil and natural gas inventories;localized supply and demand fundamentals of regional,domestic,and international transportation availability;weather conditions,natural disasters,and seasonal trends;domestic and foreign governmental regulations,including embargoes,sanctions,tariffs,and environmenta

298、lregulations;speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts;price and availability of competitors supplies of oil and natural gas;technological advances affecting energy consumption;andthe price,availability and use of alternative fuels

299、.Substantially all of our production is sold to purchasers under short-term(less than 12-month)contracts at market-basedprices.A decline in oil,natural gas,and NGL prices will reduce our cash flows,borrowing ability,the present value of ourreserves,and our ability to develop future reserves.We may b

300、e unable to obtain the needed capital or financing onsatisfactory terms.Low oil,natural gas,and NGL prices may also reduce the amount of oil,natural gas,and NGL that wecan produce economically,which could lead to a decline in our oil,natural gas and NGL reserves.Generally,we hedgesubstantially less

301、than all of our anticipated oil and natural gas production and typically only with the requirements of ourSenior Secured Credit Facility.To the extent that we have not hedged production,any significant and extended decline inoil,natural gas,and NGL prices may adversely affect our financial position.

302、Table of Contents19Our existing developed oil and natural gas production will decline;we may be unable to acquire or develop theadditional oil and natural gas reserves that are required in order to sustain our production and business operations.The volume of production from developed oil and natural

303、 gas properties declines as reserves are depleted,with the rate ofdecline depending on reservoir characteristics.Environmental issues,operating problems,or lack of extended futureinvestment in any of our properties would cause our net production of oil,natural gas,and NGLs to decline significantlyov

304、er time,which could have a material adverse effect on our financial condition.The types of resources we focus on have substantial operational risks.Our business plan focuses on the acquisition and development of known resources in partially depleted,naturally fractured,or low permeability reservoirs

305、.Our Chaveroo oilfield,Hamilton Dome Field and Delhi Field properties produce fromrelatively shallow reservoirs,while our SCOOP/STACK,Jonah Field,Williston Basin and Barnett Shale propertiesproduce from deeper reservoirs.Shallower reservoirs usually have lower pressure,which generally translates int

306、o lowerreserves volumes in place.Deeper reservoirs have higher pressures and usually more reserves volumes in place,butcapturing those reserves often comes at increased drilling and completion costs and risks and,generally,a higher rate ofinitial production decline.Low permeability reservoirs requir

307、e substantial stimulation for development of commercialproduction.Naturally fractured reservoirs require penetration of sufficient un-depleted fractures to establish commercialproduction.Depleted reservoirs require successful application of newer,or more expensive,technologies to produceincremental

308、reserves.Our approach on the development and application of technologies on these different types ofreservoirs could have a material adverse effect on our results of operations.The CO2-EOR project in the Delhi Field,operated by Denbury,requires significant amounts of CO2 reserves,developmentcapital,

309、and technical expertise,the sources of which to date have been committed by the operator.On November 2,2023,ExxonMobil acquired Denbury.Additional capital remains to be invested to fully develop the EOR project and maximizethe value of the properties.The operators failure to manage these and other t

310、echnical,environmental,operational,strategic,financial,and logistical risks may ultimately cause enhanced recoveries from the planned CO2-EOR project tofall short of our expectations in volume and/or timing.Such occurrences could have a material adverse effect on our resultsof operations and financi

311、al condition.We have limited control over the activities on properties we do not operate.All of our property interests are operated by third-party working interest owners,not by us.As a result,we have limitedability to influence or control the operations or future development of such properties,incl

312、uding compliance withenvironmental,safety,and other standards,or the amount of capital or other expenditures that we will be required to fundwith respect to such properties.Operators of these properties may act in ways that are not in our best interest.Moreover,weare dependent on the other working i

313、nterest owners of such projects to fund their contractual share of the capitalexpenditures of such projects.These limitations and our dependence on the operator and other working interest owners forthese projects could cause us to incur unexpected future costs,result in lower production,and material

314、ly and adverselyaffect our financial condition and results of operations.We will be subject to risks in connection with acquisitions.We periodically evaluate acquisitions of reserves,properties,prospects,leaseholds,and other strategic transactions thatappear to fit within our overall business strate

315、gy.The successful acquisition of producing properties requires an assessmentof several factors,including,but not limited to:recoverable reserves;future oil and natural gas prices and their appropriate differentials;development and operating costs;potential for future drilling and production;validity

316、 of the sellers title to properties,which may be less than expected at closing;andpotential environmental issues,litigation,and other liabilities.The accuracy of these assessments is inherently uncertain.In connection with these assessments,we perform a review ofthe subject properties that we believ

317、e to be generally consistent with industry practices.Our review will not reveal allTable of Contents20existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess theirdeficiencies and potential recoverable reserves.Inspections may not alwa

318、ys be performed on every well,andenvironmental problems are not necessarily observable at the ground surface or otherwise when an inspection is performed.Even when problems are identified,the seller may be unwilling or unable to provide effective contractual protectionagainst all or part of the prob

319、lems.Moreover,in the event of such an acquisition,there is a risk that we could ultimately beliable for unknown obligations related to acquisitions and,importantly,that our assumptions regarding future oil andnatural gas prices,differentials,reserves,or production could prove materially inaccurate a

320、nd have a material adverseeffect on our financial condition,results of operations,or cash flows.Our inability to complete acquisitions at our historical rate and at appropriate prices,that support our long-termstrategy,could negatively impact our growth rate and stock price.One of our key strategies

321、 is growth through acquisition of low decline,long-life oil and natural gas properties.Our abilityto grow revenues,earnings and cash flow at or above our historic rates depends in part upon our ability to identify andsuccessfully acquire and integrate oil and natural gas properties at appropriate pr

322、ices,and to make appropriate investmentsthat support our long-term strategy.We may not be able to consummate acquisitions at rates similar to the past,whichcould adversely impact our growth rate and our stock price.Acquisitions are difficult to identify and complete for a numberof reasons,including

323、high valuations,competition among prospective buyers or investors,the availability of affordablefunding in the capital markets and the need to satisfy applicable closing conditions.We may encounter difficulties integrating the operations of newly acquired oil and natural gas properties or businesses

324、.Increasing our reserve base through acquisitions has been an important part of our business strategy.We may encounterdifficulties integrating newly acquired oil and natural gas properties or businesses.In particular,we may face significantchallenges in consolidating functions and integrating proced

325、ures,personnel,and business operations in an effectivemanner.The failure to successfully integrate such properties or businesses into our Company may adversely affect ourbusiness and results of operations.Any acquisition we make may involve numerous risks,including:a significant increase in our inde

326、btedness and working capital requirements;the inability to timely and effectively integrate the operations of recently acquired businesses or assets;the incurrence of substantial costs to address unforeseen environmental and other liabilities arising out of theacquired businesses or assets;liabiliti

327、es arising from the operation of the acquired businesses or assets before our acquisition;our lack of drilling or operational history in the areas in which the acquired business operates;customer or key employee loss from the acquired business;increased administration of new personnel;additional cos

328、ts due to increased scope and complexity of our business;potential disruption of our ongoing business;andassumptions made on estimated development by the operator may not be accurate or may change.Additionally,significant acquisitions can change the nature of our operations and business depending up

329、on the character ofthe acquired properties,which may have substantially different operating and geological characteristics or be in differentgeographic locations than our existing properties.To the extent that we acquire properties substantially different from theproperties we currently own or that

330、require different technical expertise,we may not be able to realize the economicbenefits of these acquisitions as effectively as with acquisitions within our current footprint and expertise.We may not besuccessful in addressing these risks or any other problems encountered in connection with any acq

331、uisition we may make.Table of Contents21Oil and natural gas development,re-completion of wells from one reservoir to another reservoir,restoring wells toproduction,and drilling and completing new wells are speculative activities which involve numerous risks andsubstantial uncertain costs.Our growth

332、will be partially dependent upon the success of future development programs on our properties.Drilling for oiland natural gas and extracting NGLs and re-working existing wells involve numerous risks.The cost of drilling,completing,and operating wells is substantial and uncertain;drilling operations

333、may be curtailed,delayed,or canceled as aresult of a variety of factors beyond our control,including,but not limited to:unexpected drilling conditions;pressure fluctuations or irregularities in reservoir formations;equipment failures or accidents;well blowouts and other releases of hazardous materials;inability to obtain or maintain leases on economic terms,where applicable;the cost and availabili