EON Resources Inc.

EON Resources, Inc. is an independent oil and natural gas company formed in 2017 and based in Texas, focused on the acquisition, development, exploration, production and divestiture of oil and natural gas properties in the Permian Basin ¹. The Permian Basin is characterized by high oil and liquids-rich natural gas content, multiple vertical and horizontal target horizons, extensive production histories, long-lived reserves and historically high drilling success rates ². As of December 2024, the Permian Basin had the highest level of drilling activity in the United States with greater than 300 drilling rigs operating, compared to less than 60 rigs in the Eagle Ford Shale region ³. The Delaware Basin, a sub-basin within the Permian Basin, contains the largest recoverable reserves among all unconventional basins in the United States according to the USGS ⁴. The Company's properties are located exclusively within the Northwest Shelf of the Permian Basin, with 100% of its working interests on the New Mexico side of the Delaware Basin as of December 31, 2025 ⁵.

The crude oil and natural gas business is highly competitive, with competition primarily for the acquisition of targets with high percentages of working interests underlying crude oil and natural gas leases ⁶. Many competitors own and acquire working interests, explore for and produce crude oil and natural gas, and in some cases carry on midstream and refining operations, potentially possessing financial or other resources substantially larger than EON's ⁷. The Company believes its focus on the Permian Basin positions it as a preferred buyer of working interests in known producing oil and gas fields, with 100% of its current leasehold located in an area with proven results from multiple stacked productive zones ⁸. EON's competitive strengths include a favorable and stable operating environment in the Permian Basin, an experienced team with a track record of identifying acquisition targets and operating acquired targets, and the development potential of its properties ⁹.

EON generates revenue from the production and sale of crude oil and natural gas from its working interests in the Permian Basin ¹⁰. The Company's revenues are heavily weighted toward oil, making it more significantly impacted by changes in oil prices than by changes in the price of natural gas ¹¹. Substantially all revenue is derived from producing properties, and the Company operates 100% of its net acreage across both the Grayburg-Jackson Field (GJF) and South Justis Field (SJF) ¹². The business model involves maintaining strong cash flow from proved developed producing (PDP) reserves and increasing cash flow by developing predictable, low-cost proved developed non-producing (PDNP) reserves ¹³. The Company also generates revenue through the sale of overriding royalty interests and farmout arrangements, as evidenced by the 2025 ORRI Agreement and Virtus Farmout Program ¹⁴.

The Company's primary assets are in the Grayburg-Jackson Field (GJF) in Eddy County, New Mexico, consisting of approximately 13,700 gross (13,700 net) acres with an average working interest of 100% ¹⁵. The GJF leasehold includes 342 shallow, vertical wells producing oil and gas in paying quantities, with 95 of these wells completed between 2019 and June 2022 ¹⁶. EON initiated a 4-well pilot water injection project into the Seven Rivers (7R) reservoir in 2019, which was deemed successful, leading to a work-over program adding perforations in 91 previously drilled wells ¹⁷. As of December 31, 2025, the Company owned working interests in 472 producing wells, 207 water injectors, and one water source well on its 13,700 gross acre leasehold ¹⁸. The SJF, acquired in June 2025, has contiguous leasehold positions of approximately 5,400 gross (5,400) acres with an average working interest of 94% ¹⁹, and includes 208 wells, with 19 active oil producing wells ²⁰.

The Company's estimated proved reserves as of December 31, 2025 were 2,780 MBOE (96% oil and 4% natural gas), based on a reserve report prepared by Haas and Cobb ²¹. Of these reserves, approximately 75% were classified as proved developed producing (PDP) reserves and 25% as proved developed non-producing (PDNP) reserves ²². An additional 9,211 MBOE were classified as probable reserves ²³. The Company has 115 proved well patterns, developed but non-producing, scheduled to be brought into production between 2026 and 2030 ²⁴. Under the Virtus Farmout Program, Virtus acquired the right to develop the San Andres formation within the GJF, with as many as 92 horizontal drilling locations considered prospective ²⁵, and the Company retains a 35% working interest ²⁶.

During 2025, the Company consummated several significant transactions. On September 9, 2025, the Company closed the PSTE Agreement, purchasing a 10% overriding royalty interest in the GJF for $13,675,000 in cash ²⁷, and settling the Seller Note for $7,000,000 in cash ²⁸. On the same date, LHO entered into the 2025 ORRI Agreement, conveying a 15% perpetual overriding royalty interest in existing leases and wells in the GJF for proceeds of $20,000,000 ²⁹, and a 5% perpetual overriding royalty interest in the San Andres Formation for proceeds of $20,500,000 ³⁰. LHO also entered into the Virtus Farmout Program, receiving $5,000,000 in cash for the farmout of rights in the San Andres Formation ³¹. On June 20, 2025, the Company acquired the SJF Assets, issuing 1,000,000 shares of its Class A Common Stock ³².

For the year ended December 31, 2025, total revenues were $16,936,564, compared to $19,418,919 for the year ended December 31, 2024 ³³. The decrease was driven by an 8% decrease in production volumes and a 13% decrease in realized prices, excluding the effect of settled commodity derivatives ³⁴. Average daily production was 734 BOE per day for 2025, down from 798 BOE per day in 2024 ³⁵. The Company reported a net loss, with total expenses of $30,738,109 for 2025 compared to $23,263,053 for 2024 ³⁶. As of December 31, 2025, the Company had $375,036 in cash and a working capital deficit of $21,814,454 ³⁷, and negative cash flow from operations of $7,645,418 for the year ³⁸.

The Company's primary business objective is to generate discretionary cash flow by maintaining strong cash flow from PDP reserves and increasing cash flow by developing predictable, low-cost PDNP reserves in its Permian Basin asset ³⁹. Management's plans to alleviate substantial doubt about the Company's ability to continue as a going concern include improving profitability through streamlining costs, maintaining active hedge positions for its proven reserve production, and the issuance of additional shares of Class A Common Stock through the ELOC Purchase Agreement with White Lion ⁴⁰. The Company expects to see increases in its production, revenue and discretionary cash flows from the development of 115 well patterns in the 7R reservoir ⁴¹.

The Company's development strategy includes completing its PDNP reserves, with 127 low-cost well patterns to be developed during 2025 to 2028 ⁴². The Company expects production from its working interest ownership to increase its oil and gas production by 1,358 BOE/d as it develops its PDNP reserves after completing 115 well patterns ⁴³. Once it completes its PDNP and PUD program as detailed in the Haas and Cobb reserve report, the Company expects its BOE/d to increase to 2,853 BOE/d combined with PDP ⁴⁴. The Company's development plan for probable reserves is to complete the PDNP and probable reserves over the next five years ⁴⁵.

The Virtus Farmout Program represents a significant growth vector, with Virtus agreeing to fund, drill, complete, and equip three horizontal wells within the GJF, with LHO's interest carried to the tanks without cost ⁴⁶. If further drilling is determined to be commercially viable, Virtus will drill up to 12 additional horizontal wells targeting the GJF on or before December 31, 2030 ⁴⁷. Virtus has estimated that the Company's probable reserves in the Farmout are 38.9 million barrels of oil and 53.1 billion cubic feet of natural gas ⁴⁸. The Farmout Program also includes a mutual five-year right of first offer and an area of mutual interest agreement ⁴⁹.

The Company's margin and cost outlook is influenced by its focus on low-cost PDNP reserves, with work-over costs attributable to adding perforations in previously drilled and completed wells being significantly less than drilling new wells ⁵⁰. The Company's lease operating expenses were $38.33 per BOE for 2025, compared to $29.59 per BOE for 2024 ⁵¹. The Company believes that internally generated cash flows from its working interests and operations, available borrowing capacity under its revolving credit facility, and access to capital markets will provide it with sufficient liquidity and financial flexibility ⁵².

The Company's operational outlook includes maintaining its leasehold position, with 100% of its 13,700 gross acre leasehold held by production (HBP) ⁵³. The Company has 20 employees as of December 31, 2025, including 14 field staff in New Mexico and 6 corporate employees ⁵⁴. The Company recently leased a space for its engineering and geological center, with the combined cost for the two office spaces approximately $3,000 per month ⁵⁵.

The Company's capital allocation strategy includes maintaining a conservative capital structure and utilizing a mix of cash flows from operations and issuance of debt and equity securities to finance future acquisitions ⁵⁶. The Company has not paid any cash dividends on its Class A Common Stock to date and does not anticipate paying any cash dividends in the foreseeable future ⁵⁷. The Company has the right to require White Lion to purchase up to $150,000,000 in aggregate gross purchase price of newly issued shares of Class A Common Stock under the ELOC Purchase Agreement ⁵⁸, and to date has issued 17,000,000 shares under this agreement ⁵⁹.

The Company faces headwinds from commodity price volatility, as a substantial or extended decline in commodity prices may adversely affect its business, financial condition, results of operations and cash flows ⁶⁰. The Company's operations are subject to various governmental laws and regulations, including environmental regulations, which could increase costs and delay production ⁶¹. The Company also faces risks from operating in a single geographic area, the Permian Basin, making it vulnerable to regional supply and demand factors and other conditions ⁶².

The Company faces substantial doubt about its ability to continue as a going concern, with $375,036 in cash, a working capital deficit of $21,814,454, and negative cash flow from operations of $7,645,418 for the year ended December 31, 2025 ⁶³. All producing properties are concentrated in the Permian Basin, exposing the Company to risks associated with operating in a single geographic area, including regional supply and demand factors, delays or interruptions of production, and the impact of fluctuations in supply and demand becoming more pronounced within the region ⁶⁴. The Company's revenues are substantially dependent on commodity prices, which are volatile and subject to fluctuations beyond its control; a substantial or extended decline in prices could adversely affect its business, financial condition, results of operations and cash flows ⁶⁵. The Company has identified material weaknesses in its internal control over financial reporting, including a lack of sufficient accounting personnel, lack of segregation of duties, and lack of design and implementation of controls related to oil and gas activities ⁶⁶. The Company's ability to obtain needed capital or financing on satisfactory terms is uncertain, and it may be unable to fund its capital requirements, complete acquisitions, or respond to competitive pressures ⁶⁷.

Management's message emphasizes the Company's focus on generating discretionary cash flow through disciplined development of its PDNP reserves in the Permian Basin ⁶⁸. The Company intends to maintain a conservative capital structure and utilize a mix of cash flows from operations and issuance of debt and equity securities to finance future acquisitions ⁶⁹. Management believes that the current market environment is favorable for oil and gas acquisitions in the Permian Basin, with numerous asset packages from sellers presenting attractive opportunities ⁷⁰. The Company's strategies include focusing primarily on the Permian Basin, leveraging expertise and relationships to continue acquiring Permian Basin targets, and maintaining a conservative and flexible capital structure ⁷¹. Management's plans to alleviate substantial doubt about the Company's ability to continue as a going concern include improving profitability through streamlining costs, maintaining active hedge positions, and issuing additional shares through the ELOC Purchase Agreement with White Lion ⁷².