PROP Prairie Operating Company

Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”) today announced that Watermill Capital Partners and its affiliates exercised Series E B Warrants (the “Warrants”) to purchase 4,000,000 shares of common stock of the Company, generating $24 million in proceeds.

This exercise follows Watermill Capital Partners’ $12 million warrant exercise in November 2023, highlighting their continued confidence and support for Prairie’s growth strategy.  With the exercise of these Warrants, all Series E B Warrants have now been fully exercised. Additionally, all of the Company’s Series E preferred stock was converted into common stock of the Company. This conversion of the Company’s Series E preferred stock and the exercise of the Company’s Series E B Warrants simplifies its capital structure, further enhancing Prairie’s position for long-term growth.

“We appreciate the confidence and support of Watermill Capital Partners as we continue to execute our strategy. The warrant exercise and associated cash proceeds provide additional fuel to our growth plans, particularly as we embark on our new project at Shelduck South.” stated Ed Kovalik, Chairman and CEO of the Company.

The Shelduck South development (part of the Genesis Bolt-on Assets) involves an eight-well pad targeting the Niobrara B and C formations across 1,260 mineral acres, with production expected to begin in the fourth quarter of 2024.

About Prairie Operating Co.

Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil and natural gas resources in the United States. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil and natural gas resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation. 

More information about the Company can be found at www.prairieopco.com.

Warrant Overview

The Warrants were originally issued in connection with a private offering of units completed by Prairie in August 2023. The Warrants featured a one-year duration with a $6.00 per share exercise price. The issuance of the shares of common stock issued upon exercise of the Warrants has not been registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws. Accordingly, the shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statement

The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. There may be additional risks not currently known by the Company or that the Company currently believes are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional information concerning these and other factors that may impact the Company’s expectations can be found in the Company’s periodic filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K/A filed with the SEC on March 20, 2024, and any subsequently filed Quarterly Report and Current Report on Form 8-K. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Investor Relations Contact:Wobbe Ploegsmawp@prairieopco.com 832.274.3449