UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934

Check the appropriate box:

Creek Road Miners, Inc.

(Name of the Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

Creek Road Miners, Inc.

35 E Horizon Ridge Pkwy, Suite 110 - 502

Henderson, Nevada 89002

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

To Our Stockholders:

We are sending stockholders of Creek Road Miners, Inc. (“we,” “us” or the “Company”) this notice of stockholder action by written consent and the enclosed information statement to inform you that we have obtained stockholder approval to approve an amendment to our Amended and Restated Certificate of Incorporation, dated June 5, 2020 (the “Charter”), to, among other things, (i) effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (“Common Stock”), on a ratio between 1-23 and 1-30 (the “Reverse Stock Split”); (ii) increase the number of authorized shares of Common Stock from 100,000,000 to 150,000,000 (the “Authorized Stock Increase”); (iii) amend the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, dated July 16, 2021 (the “Series B Certificate of Designations”), to reflect a 10% decrease in the stated value of Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Amendment”); (iv) amend the Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, dated December 1, 2021 (the “Series C Certificate of Designations”), to reflect a 20% decrease in the stated value of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Amendment”); and (v) change the name of the Company to Prairie Operating Co. (the “Corporate Name Change”), and such amendment to our Charter is referred to as the “Charter Amendment.” The Company is adopting the Charter Amendment in connection with the transactions described below.

We have also obtained stockholder approval to approve an amendment and restatement of our Charter to make certain other changes, as described further in the sections entitled “The Charter Amendment and The Proposed Charter” and “Description of Securities” in the enclosed information statement, that the Company’s board of directors deems appropriate for the public operating company after the Closing (as defined below) and such amendment and restatement of our Charter is referred to as the “Proposed Charter.” The Company is adopting the Proposed Charter immediately after the Closing.

The Company (i) entered into the Agreement and Plan of Merger, dated as of October 24, 2022 (the “Merger Agreement”), by and among the Company, Creek Road Merger Sub, LLC, a wholly owned subsidiary of the Company, and Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), pursuant to which such parties agreed to perform the transactions contemplated thereby (the “Merger”); and (ii) at the closing of the Merger (the “Closing”), agreed to (a) deliver the greater of (A) 2,000,000 shares of Common Stock and (B) the product of (x) the number of issued and outstanding shares of Common Stock immediately following the consummation of certain restructuring transactions by the Company (as set forth in the Merger Agreement) multiplied by (y) 33.33% (the “Merger Consideration”) to the members of Prairie and (b) convert certain options to purchase membership interests of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of Common Stock for $0.25 per share (the “Converted Options”) only exercisable if specific production hurdles are achieved. Concurrent with the execution of the Merger Agreement, Prairie entered into a Purchase and Sale Agreement with Exok, Inc., an Oklahoma corporation, to acquire certain oil and gas leases (the “Exok Transaction”). Creek Road is in negotiations with certain investors and intends to enter into separate securities purchase agreements with such investors prior to the Closing pursuant to which such investors will purchase shares of Common Stock and warrants to purchase shares of Common Stock of Creek Road in a private placement (the “PIPE Transaction”). As of the date of the execution of the Merger Agreement, no definitive agreements have been executed with such investors. The anticipated Merger of the Company and Prairie, the PIPE Transaction, the Exok Transaction and such related transactions are described in the enclosed information statement.

Under the provisions of The Delaware General Corporation Law, or the DGCL, and our Charter, stockholders representing 66 2/3% of the voting power of our issued and outstanding capital stock must approve the Charter Amendment when taking any action by written consent, which includes implementing the proposed Reverse Stock Split, Authorized Stock Increase and Corporate Name Change, and the Proposed Charter. Under the provisions of the Series B Certificate of Designations and the Series C Certificate of Designations, stockholders representing a majority of the voting power of our issued and outstanding Series B Preferred Stock and our Series C Preferred Stock, respectively, must approve the Series B Preferred Amendment and the Series C Preferred Amendment, respectively. On October 25, 2022, we obtained these approvals. Holders of approximately 88% of the voting power of our then outstanding capital stock signed a written consent, a copy of which is attached as Annex A hereto, pursuant to which they approved the Charter Amendment and the Proposed Charter; the holder of 100% of our then outstanding shares of Series B Preferred Stock signed a written consent, a copy of which is attached as Annex B hereto, pursuant to which such holder approved the Series B Preferred Amendment; and holders of approximately 55% our then outstanding shares of Series C Preferred Stock signed a written consent, a copy of which is attached as Annex C hereto, pursuant to which they approved the Series C Preferred Amendment.

Accordingly, we are not:

However, we are providing all of our stockholders with the information in the enclosed information statement. Please read the information statement carefully. It includes important information about the Charter Amendment, Proposed Charter, the Merger, the PIPE Transaction, the Exok Transaction and the other transactions contemplated by the Merger Agreement. If completed, we expect these transactions to change our corporate organizational structure and the composition of our stockholder base. The Merger Agreement and related transactions will only be completed if various conditions are satisfied, as described in the enclosed information statement.

This notice and the enclosed information statement are being mailed on or about November 7, 2022 to stockholders of record at the close of business on October 25, 2022. The Charter Amendment and the Proposed Charter will not be implemented prior to November 27, 2022, which is twenty (20) calendar days following the date on which the definitive form of this information statement is first mailed to our stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

November 7, 2022

TABLE OF CONTENTS

ANNEXES

Definitive Information Statement

Dated November 7, 2022

Creek Road Miners, Inc.

35 E Horizon Ridge Pkwy, Suite 110 - 502

Henderson, Nevada 89002

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE NOT REQUESTED TO SEND US A PROXY

ABOUT THIS INFORMATION STATEMENT

This information statement is being provided by Creek Road Miners, Inc., a Delaware corporation (“Creek Road,” “we,” “us,” the “Company” or “our Company”), to notify our stockholders of the approval of an anticipated amendment to our Amended and Restated Certificate of Incorporation, dated June 5, 2020 (the “Charter”), to, among other things, (i) effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (“Common Stock”), on a ratio between 1-23 and 1-30; (ii) increase the number of authorized shares of Common Stock from 100,000,000 to 150,000,000; (iii) amend the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, dated July 16, 2021, to reflect a 10% decrease in the stated value of Series B Preferred Stock, par value $0.0001 per share; (iv) amend the Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, dated December 1, 2021, to reflect a 20% decrease in the stated value of Series C Preferred Stock, par value $0.0001 per share; and (v) change the name of the Company to Prairie Operating Co. (the “Corporate Name Change”). A copy of the form of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) is attached as Annex A to this information statement. The Company is adopting the Charter Amendment in connection with the transactions described below.

We have also obtained stockholder approval to approve an amendment and restatement of our Charter to make certain other changes, as described further in the sections entitled “The Charter Amendment and The Proposed Charter” and “Description of Securities” in the enclosed information statement, that the Company’s board of directors deems appropriate for the public operating company after the Closing (as defined below). A copy of the form of the Second Amended and Restated Certificate of Incorporation (the “Proposed Charter”) is attached as Annex A to this information statement. The Company is adopting the Proposed Charter immediately after the Closing.

The Company (i) entered into the Agreement and Plan of Merger, dated as of October 24, 2022 (the “Merger Agreement”), by and among the Company, Creek Road Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), and Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), pursuant to which such parties agreed to perform the transactions contemplated thereby, including the Merger (as defined below); and (ii) at the closing of the Merger (the “Closing”), will (a) deliver the greater of (A) 2,000,000 shares of Common Stock and (B) the product of (x) the number of issued and outstanding shares of Common Stock immediately following the consummation of certain restructuring transactions by the Company (as set forth in the Merger Agreement) multiplied by (y) 33.33% to the members of Prairie and (b) convert certain options to purchase membership interests of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of Common Stock for $0.25 per share only exercisable if specific production hurdles are achieved.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Prairie (which we refer to as the “Merger”) on the terms and subject to the conditions of the Merger Agreement, with Prairie continuing as the surviving entity in the Merger and a wholly-owned subsidiary of Creek Road.

Conditions precedent to the Closing require the Company to complete, among other items, the following corporate actions: (i) all of the holders of the Company’s outstanding shares of Series A convertible preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”), Series B convertible preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”), Series C convertible preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), and 12% senior secured convertible debentures (the “Convertible Debentures”), and holders of certain warrants, certain convertible promissory notes and certain other accrued liabilities, will have converted their respective shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Convertible Debentures, and respective warrants, convertible promissory notes and accrued liabilities into shares of Common Stock, (ii) all conditions precedent to the consummation of the sale of shares of Common Stock and warrants to acquire shares of Common Stock in a private placement in an amount not less than $30.0 million (the “PIPE Transaction”) shall have been met; (iii) Prairie shall have acquired certain oil and gas leases (the “Exok Transaction”) pursuant to a Purchase and Sale Agreement, dated as of October 24, 2022, between Prairie and Exok, Inc., an Oklahoma corporation, and (iv) the Company shall have obtained requisite stockholder approval for the Charter Amendment.

This information statement is being mailed on or about November 7, 2022 to stockholders of record of the Company as of October 25, 2022, and is being delivered to inform you of the corporate actions described herein before they take effect in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended. We encourage you to review this information statement for a more complete description of the Charter Amendment and the Proposed Charter as well as the Merger Agreement and the Merger, the PIPE Transaction, the Exok Transaction and the other transactions contemplated by the Merger Agreement.

The Charter Amendment and the Proposed Charter will not be implemented prior to November 27, 2022, which is twenty (20) calendar days following the date on which the definitive form of this information statement is first mailed to our stockholders.

Our principal executive offices are located at 35 E Horizon Ridge Pkwy, Suite 110 - 502, Henderson, Nevada 89002, and our main telephone number is (435) 900-1949.

CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this information statement to:

SUMMARY TERM SHEET

This Summary Term Sheet, together with the section entitled “Summary of the Information Statement,” summarizes certain information contained in this information statement, but does not contain all of the information that is important. Stockholders should read carefully this entire information statement, including the attached annexes, for a more complete understanding of the Transactions.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Certain statements discussed in this information statement constitute forward-looking statements, about our expectations, beliefs or intentions regarding, among other things, our and Prairie’s product development efforts, business, financial condition, results of operations, strategies or prospects. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our or Prairie’s actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below. Important risks, uncertainties, and other factors that could cause Creek Road’s or Prairie’s actual results or conditions to differ materially from forward-looking statements include, among others, the risks summarized in the section entitled “Risk Factors” of this information statement.

You are cautioned not to place undue reliance on forward-looking statements. Creek Road makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If Creek Road were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that Creek Road would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.

In addition, Creek Road cautions you that the forward-looking statements regarding Creek Road and PrairieCo, which are contained in this information statement, are subject to the following factors:

You should carefully review the section entitled “Risk Factors” of this information statement and the other risk factors set forth in the periodic and other filings of Creek Road with the SEC, for a discussion of these and other risks that relate to Creek Road’s business, an investment in shares of Common Stock, the Merger Agreement and the Transactions.

RISK FACTORS

Because of the following factors, as well as other variables affecting our (and, following the Closing, PrairieCo’s) business, operating results or financial condition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Creek Road stockholders should carefully read the following risk factors and all of the information contained in or incorporated by reference herein, including, but not limited to, the matters addressed in “Cautionary Note on Forward-Looking Statements” as well as Creek Road’s other filings with the SEC incorporated herein by reference. Please see “Where You Can Find More Information.”

Risks Relating to the Transactions

The Transactions are subject to closing conditions and may not be completed and the Merger Agreement may be terminated in accordance with its terms.

The Transactions are subject to closing conditions, described in “The Merger Agreement and the Transactions—Closing Conditions,” that must be satisfied or waived prior to the completion of the Transactions, including the closing of a PIPE Transaction for aggregate proceeds of at least $30 million. Many of the closing conditions are not within our control. As of the date of the execution of the Merger Agreement, no definitive agreements with potential investors have been executed in connection with the PIPE Transaction. No assurance can be given that the required conditions to the Closing will be satisfied in a timely manner or at all or that we will successfully raise $30 million in the PIPE Transaction. If we do not consummate a PIPE Transaction for aggregate proceeds of at least $30 million, we may be unable to consummate the Merger and the Exok Transaction. Any delay in completing the Transactions could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Transactions are successfully completed within their expected time frame.

Additionally, either party may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Transactions are not completed by 180 days after the date of the Merger Agreement (the “Termination Date”). Moreover, if the Transactions are not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Transactions, we would be subject to a number of risks, including the following:

We may waive one or more of the conditions to the Merger.

We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Merger, to the extent permitted by our Charter, bylaws and applicable laws. For example, it is a condition to our obligation to close the Merger that certain of Prairie’s representations and warranties be true and correct to the standards applicable to such representations and warranties. However, if the Board determines that it is in the best interests of Creek Road to proceed with the Merger, then the Board may elect to waive that condition and close the Merger.

We may not achieve the perceived benefits of the Transactions and the market price of our Common Stock following the Transactions may decline.

The market price of our Common Stock may decline as a result of the Transactions for a number of reasons, including if: investors react negatively to the prospects of the Company’s business; the effect of the Transactions on the Company’s business and prospects is not consistent with the expectations of our management or of financial or industry analysts; or the Company does not achieve the perceived benefits of the Transactions as rapidly or to the extent anticipated by our management or financial or industry analysts.

Some of our officers and directors have interests in the Transactions that are different from those of our stockholders.

Certain of our officers and directors (some of whom will be, following the Closing Date, former officers or directors) participate in arrangements that provide them with interests in the Transactions that are different from, or in addition to, the interests of our stockholders. These interests include the assignment of Converted Options to and continued service of our Executive Chairman, Paul L. Kessler, as a director of PrairieCo; the indirect majority ownership of our Series A Preferred Stock by Mr. Kessler and John D. Maatta, our Chief Executive Officer; Mr. Kessler’s indirect ownership of a Convertible Debenture with an initial principal balance of $2.5 million; indemnification and insurance of our directors and executive officers; the expected participation of Bristol in the PIPE Transaction; the assignment of certain overriding royalty interests under the Exok Assets to Mr. Kessler following the Closing; and the ability of Bristol, an entity controlled by Mr. Kessler, to designate nominees to the New Board so long as it beneficially owns a certain percentage of shares. For more information, please see the section entitled “The Merger Agreement and the Transactions — Interests of Certain Persons in the Merger Agreement and Related Party Transactions — Creek Road.”

Prairie is not a publicly traded company, making it difficult to determine the fair market value thereof.

The outstanding share capital of Prairie is not traded on any public market, which makes it difficult to determine the fair market value of Prairie. There can be no assurance that the Merger Consideration issued to the Prairie Members will not exceed the actual value of Prairie.

Our stockholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, PrairieCo following the Closing as compared to their current ownership and voting interest in Creek Road.

Following the consummation of the Transactions, our pre-closing stockholders will own a smaller percentage of PrairieCo as compared to their pre-closing ownership in Creek Road. Immediately following the Closing Date, the Prairie Members will beneficially own approximately 15.58% of our Common Stock, while Creek Road pre-closing stockholders will own approximately 31.16% of the outstanding Common Stock. In addition, assuming we consummate the PIPE Transaction for aggregate gross proceeds of $30.0 million concurrently with the Merger, the PIPE Transaction is expected to be dilutive to existing stockholders and the PIPE Investors will own approximately 46.74% of the outstanding Common Stock, and Exok will be issued shares of Common Stock in connection with the Exok Transaction resulting in Exok owning approximately 6.52% of the outstanding Common Stock. Consequently, the pre-closing stockholders as a group have less influence over the management and policies of the Company after the Transactions.

Our pre-closing stockholders may not realize a benefit from the Transactions commensurate with the ownership dilution they will experience in connection with the Transaction.

If the Company is unable to realize the strategic and financial benefits currently anticipated from the Transactions, our pre-closing stockholders will have experienced substantial dilution of their ownership interests without receiving the expected commensurate benefit, or only receiving part of the commensurate benefit to the extent the Company is able to realize only part of the expected strategic and financial benefits currently anticipated from the Transactions.

Our business and financial condition will be materially adversely affected if we are required to register as an investment company under the Investment Company Act.

Creek Road is not, and does not intend to become, an “investment company” as defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). Although the SEC and courts are providing increasing guidance on the treatment of cryptocurrencies for purposes of federal securities law, this continues to be an evolving area of law. Therefore, it is possible that the SEC or a court could take a position that may be adverse to the position Creek Road has taken on these matters. If Creek Road were required to register as an investment company but fails to do so, the consequences may be severe. Among the various remedies it may pursue, the SEC may seek an order of a court to enjoin Creek Road from continuing to operate as an unregistered investment company. In addition, all contracts that Creek Road has entered into in the course of its business, including securities that it has offered and sold to investors, will be rendered unenforceable except to the extent of any equitable remedies that might apply. An affected investor in such case may pursue the remedy of rescission. If Creek Road were to register as an investment company, it may be forced to significantly change its structure and operations in order to comply with the substantive requirements of the Investment Company Act. In particular, Creek Road may be forced to change its capital structure in order to satisfy the limits on leverage and classes of securities imposed by the Investment Company Act, modify the composition of its Board in order to maintain the required number of independent directors and the requirements of “independence” set forth in rules under the Investment Company Act, restrict transactions that it may engage in with affiliated persons, fair value its assets in the manner required by the Investment Company Act, adopt a code of ethics to comply with restrictions on personal trading by officers and employees of Creek Road, etc. Compliance with the requirements of the Investment Company Act applicable to registered investment companies may make it difficult for Creek Road to continue its current operations or, following the Closing Date, its operations as a company that is engaged in the business of developing blockchain infrastructure and in activities related to cryptocurrency mining.

Litigation relating to the Transactions could result in an injunction preventing the completion of the Merger, require us to incur significant costs and suffer management distraction.

We could be subject to demands or litigation related to the Transactions, even if they were consummated. Such actions may result in substantial costs to us and divert management time and resources. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.

Lawsuits that may be brought against us or our directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting the completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect our business, financial position and results of operation.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect our business, financial condition, results of operations and cash flows.

Uncertainties associated with the Merger may cause a loss of our management personnel and other key employees, which could adversely affect the future business and operations of the combined company following the Merger.

We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. The combined company’s success after the Merger will depend in part upon our ability to retain key management personnel and other key employees. Current and prospective employees of Creek Road may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on our ability to retain or attract key management and other key personnel. If we are unable to retain personnel, including key management, who are critical to the future operations of the company, we could face disruptions in our operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger. No assurance can be given that the combined company, following the Merger, will be able to retain or attract key management personnel and other key employees to the same extent that we have previously been able to retain or attract employees.

We will incur significant transaction costs in connection with the Transactions.

We have and expect to incur significant, non-recurring costs in connection with consummating the Transactions. Except as otherwise provided in the Merger Agreement, all direct and indirect expenses incurred in connection with the preparation and negotiation of the Merger Agreement and the consummation of the transactions contemplated thereby will be paid by the party incurring such expense. All amounts relating to any financial, legal, accounting or other advisor, and all other transaction fees and expenses incurred by the Company or Prairie in connection with the Merger Agreement and the transactions contemplated thereby, will be paid by the combined company in full at the Closing.

The unaudited pro forma condensed combined financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information for PrairieCo following the Merger in this information statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Merger been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Risks Relating to the Exok Assets

Oil, natural gas and NGL prices are highly volatile. An extended decline in commodity prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.

Following the Transactions and the acquisition and development of the Exok Assets, a portion of our revenues, profitability and cash flows will depend upon the prices for oil, natural gas and natural gas liquids (“NGL”). The prices we would receive for oil, natural gas and NGL production are volatile and a decrease in prices can materially and adversely affect our financial results and impede our growth, including our ability to maintain or increase our borrowing capacity, to repay current or future indebtedness and to obtain additional capital on attractive terms. Changes in oil, natural gas and NGL prices have a significant impact on the amount of oil, natural gas and NGL that we can produce economically, the value of our reserves and on our cash flows. Historically, world-wide oil, natural gas and NGL prices and markets have been subject to significant change and may continue to change in the future. Prices for oil, natural gas and NGLs may fluctuate widely in response to relatively minor changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control, such as:

Drilling for and producing oil and gas wells is a high-risk activity with many uncertainties that could adversely affect our business, financial condition or results of operations.

Drilling oil and gas wells, including development wells, involves numerous risks, including the risk that we may not encounter commercially productive oil, natural gas and NGL reserves (including “dry holes”). We must incur significant expenditures to drill and complete wells, the costs of which are often uncertain. It is possible that we will make substantial expenditures on drilling and not discover reserves in commercially viable quantities.

Specifically, we often are uncertain as to the future cost or timing of drilling, completing and operating wells, and our drilling operations and those of our third-party operators may be curtailed, delayed or canceled. The cost of our drilling, completing and operating wells may increase and our results of operations and cash flows from such operations may be impacted, as a result of a variety of factors, including:

The failure of the combined company to recover its investment in the Exok Assets, increases in the costs of our drilling operations or those of third-party operators, and/or curtailments, delays or cancellations of its drilling operations or those of its third-party operators in each case due to any of the above factors or other factors, may materially and adversely affect the combined company’s business, financial condition and results of operations.

The Exok Assets currently have no producing properties and there is no assurance that we will be able to successfully drill producing wells. If the Exok Assets are not commercially productive of crude oil or natural gas, any funds spent on exploration and production may be lost.

All of the Exok Assets are in the pre-production stage and there is no assurance that we will be able to successfully drill producing wells. We are dependent on establishing sufficient reserves at the Exok Assets for additional cash flow and a return of our investment. If the Exok Assets are not economic, all of the funds that we have invested, or will invest, will be lost. In addition, the failure of the Exok Assets to produce commercially may make it more difficult for us to raise additional funds in the form of additional sale of our equity securities or working interests in other property in which we may acquire an interest.

Risks Relating to the Combined Company

Since we will operate a new business and have no operating history related to the exploration and production of oil and gas assets, investors have no basis to evaluate our ability to operate profitability.

We began cryptocurrency mining operations in October 2021 and have not generated any revenue in the exploration and production of oil and gas assets to date. We face many of the risks commonly encountered by other new businesses, including the lack of an established operating history, need for additional capital and personnel, and competition. There is no assurance that our business will be successful or that we can ever operate profitably. We may not be able to effectively manage the demands required of a new business in a new industry, such that we may be unable to successfully implement our business plan or achieve profitability.

Our plan to develop the Exok Assets may require substantial additional capital, which we may be unable to raise on acceptable terms in the future.

We plan to develop the Exok Assets after Closing. Obtaining seismic data, as well as exploration, development and production activities entail considerable costs, and we may need to raise substantial additional capital, through future private or public equity offerings, strategic alliances or debt financing.

Our future capital requirements will depend on many factors, including:

Even if we succeed in selling additional equity securities to raise funds, at such time the ownership percentage of our existing stockholders would be diluted, and new investors may demand rights, preferences or privileges senior to those of existing stockholders. If we raise additional capital through debt financing, the financing may involve covenants that restrict our business activities. If we are not successful in raising additional capital, we may be unable to continue our future exploration, development and production activities.

We will face strong competition from other oil and gas companies.

We will encounter competition from other oil and gas companies in all areas of our operations, including the acquisition of exploratory prospects and proven properties. Our competitors include major integrated oil and gas companies and numerous independent oil and gas companies, individuals and drilling and income programs. Many of our competitors are large, well-established companies that have been engaged in the oil and gas business much longer than we have and possess substantially larger operating staffs and greater capital resources than we do. These companies may be able to pay more for exploratory projects and productive oil and gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may be able to expend greater resources on the existing and changing technologies that we believe are and will be increasingly important to attaining success in the industry. Such competitors may also be in a better position to secure oilfield services and equipment on a timely basis or on favorable terms. These companies may also have a greater ability to continue drilling activities during periods of low oil and gas prices, such as the current commodity price environment, and to absorb the burden of current and future governmental regulations and taxation. We may not be able to conduct our operations, evaluate and select suitable properties and consummate transactions successfully in this highly competitive environment.

Government regulation and liability for oil and natural gas operations and environmental matters may adversely affect our business and results of operations.

If we are successful in our exploration, production and development activities, we will be subject to extensive federal, state, and local government regulations, which may change from time to time. Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties, and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and natural gas from wells below actual production capacity in order to conserve supplies of oil and natural gas. There are federal, state, and local laws and regulations primarily relating to protection of human health and the environment applicable to the development, production, handling, storage, transportation, and disposal of oil and natural gas, by-products thereof, the emission of CO₂ or other greenhouse gases, and other substances and materials released, produced or used in connection with oil and natural gas operations. These laws and regulations may affect the costs, manner, and feasibility of our operations by, among other things, requiring us to make significant expenditures in order to comply and restricting the areas available for oil and gas production. Failure to comply with these laws and regulations may result in substantial liabilities to third-parties or governmental entities. In addition, we may be liable for significant environmental damages and cleanup costs, without regard to fault, for releases of hazardous materials on or from property we own or operate, even if we did not cause or contribute to the release. We are also subject to changing and extensive tax laws, the effects of which cannot be predicted. The implementation of new, or the modification of existing, laws or regulations, could have a material adverse effect on us, such as by imposing new emission controls, penalties, fines and/or fees, taxes and tariffs on carbon that could have the effect of raising prices to the end user and thereby reducing the demand for our products.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Company is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” and presents the combination of historical financial information of Creek Road and Prairie, adjusted to give effect to the Transactions. The unaudited pro forma condensed combined balance sheet as of June 30, 2022 combines the historical balance sheet of Prairie as of June 30, 2022 with the historical balance sheet of Creek Road as of June 30, 2022 on a pro forma basis as if the Transactions, summarized below, had been consummated on June 30, 2022.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 combine the historical statements of operations of Prairie and the historical statements of operations of Creek Road for such periods on a pro forma basis as if the Transactions, summarized below, had been consummated on January 1, 2021, the beginning of the earliest period presented. Since Prairie was formed on June 7, 2022, there is no statement of operations for the year ended December 31, 2021 to include in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021.

The unaudited pro forma condensed combined financial information is based on, and should be read in conjunction with, (a) Creek Road’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended 2021, filed with the SEC on March 31, 2022, (b) Creek Road’s unaudited historical condensed consolidated financial statements and related notes included in its Quarterly Report on Form 10-Q for the six months ended June 30, 2022, filed with the SEC on August 15, 2022, (c) Prairie’s audited financial statements for the period from June 7, 2022 (inception) to June 30, 2022 and related notes included as Annex D in this document and (d) the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Prairie” included in this document.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the financial condition or results of operations would have been had the Transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and analyses are performed.

The following describes the above entities:

Prairie

Prairie Operating Co., LLC is a limited liability company formed under the laws of the State of Delaware on June 7, 2022. Prairie has two members with each owning 50% of its membership interests. Prairie was formed for the purpose of acquiring and operating oil and gas properties in the United States. As of June 30, 2022, Prairie had not commenced any operations. All activity for the period from June 7, 2022 (inception) to June 30, 2022, relates to the Prairie’s formation, proposed merger and proposed acquisition of oil and gas properties. Prairie will not generate any operating revenues until it acquires oil and gas properties and commences operations. Prairie has selected December 31 as its fiscal year end.

Creek Road

Creek Road Miners, Inc. was incorporated in Delaware on May 2, 2001. Prior to cryptocurrency mining operations that began in October 2021, Creek Road produced live and virtual pop culture conventions and events and sold a gelatin machine and related consumables that were discontinued in 2021. In addition, Creek Road operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022. Creek Road generates substantially all of its revenue through cryptocurrency earned through cryptocurrency mining activities.

Description of the Merger

On October 24, 2022, Creek Road and Merger Sub entered into the Merger Agreement with Prairie pursuant to which, and subject to the terms and conditions contained therein, Merger Sub will merge with and into Prairie, with Prairie surviving the Merger as a wholly owned subsidiary of Creek Road.

The Prairie Members will receive the greater of (a) 2,000,000 shares of Common Stock and (b) the product of (x) the number of issued and outstanding shares of the Common Stock immediately following the consummation of the Restructuring Transactions multiplied by (y) 33.33%.

As of the Effective Time, the Company will assume and convert certain options to purchase membership interests of Prairie into restricted performance-based options to acquire shares of Common Stock (the “Converted Options”), which will have substantially the same terms and conditions as were applicable to such options immediately before the Effective Time, except that (a) certain operating metrics must be met for the Converted Options to be exercisable, (b) the Converted Options, in the aggregate, will be exercisable for 8,000,000 shares of Common Stock and (c) the per share exercise price for each share of Common Stock issuable upon exercise of the Converted Options will equal $0.25.

Prior to the consummation of the PIPE Transaction, the Company will effectuate certain Restructuring Transactions. The Company’s outstanding Series A Preferred Stock (including dividends payable thereunder), Series B Preferred Stock, Series C Preferred Stock, Convertible Debentures (including accrued interest payable thereunder), and certain warrants and certain convertible promissory notes will be converted into shares of Common Stock prior to the Closing pursuant to the Support Agreements. In addition, the Company will also convert certain accrued liabilities into shares of Common Stock, including outstanding Board fees and consulting fees. Thereafter, the Company will effectuate the Reverse Stock Split by filing of the Charter Amendment.

The Merger is expected to be accounted for as a reverse recapitalization under existing U.S. GAAP, which is subject to change and interpretation. For accounting purposes, Prairie is considered to be acquiring Merger Sub in the Merger.

Accordingly, for accounting purposes, the financial statements of PrairieCo will represent a continuation of the financial statements of Prairie with the acquisition being treated as the equivalent of Prairie issuing stock for the net assets of Creek Road, accompanied by a recapitalization. The net assets of Creek Road will be stated at fair value, with no goodwill or other intangible assets recorded.

The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information. The pro forma adjustments do not consider borrowings and financings that may have occurred subsequent to June 30, 2022, nor do they reflect anticipated financings that may occur in the normal course of business.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
as of June 30, 2022

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2022

Note 1. Basis of Pro Forma Presentation

The Merger is expected to be accounted for as a reverse recapitalization under existing U.S. GAAP, which is subject to change and interpretation. For accounting purposes, Prairie is considered to be acquiring Merger Sub in the Merger.

Accordingly, for accounting purposes, the financial statements of PrairieCo will represent a continuation of the financial statements of Prairie with the acquisition being treated as the equivalent of Prairie issuing stock for the net assets of Creek Road, accompanied by a recapitalization. The net assets of Creek Road will be stated at fair value, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 combine the historical statements of operations of Prairie and the historical statements of operations of Creek Road for such periods on a pro forma basis as if the Transactions had been consummated on January 1, 2021, the beginning of the earliest period presented. Since Prairie was formed on June 7, 2022, there is no statement of operations for the year ended December 31, 2021 to include in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021.

The unaudited pro forma condensed combined financial information is based on, and should be read in conjunction with, the audited historical financial statements of each of Prairie and Creek Road and the notes thereto, as well as the disclosures contained in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Prairie” contained elsewhere in this document.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the financial condition or results of operations would have been had the Transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and analyses are performed.

Note 2. Accounting Policies

Upon consummation of the Transactions, management is in the process of performing a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial analysis, management has not identified differences that would have an impact on the unaudited pro forma condensed combined financial information.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of Common Stock outstanding, assuming the Transactions occurred on January 1, 2021.

Note 3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2022 are as follows:

Note 4. PIPE Transaction

Projected gross cash proceeds of $30.0 million from the PIPE Transaction are included as a pro forma transaction adjustment in the unaudited condensed combined pro forma balance sheet. We are in negotiations with certain investors and intend to enter into separate PIPE Agreements with each PIPE Investor prior to the Closing. We intend to sell to the PIPE Investors an aggregate of at least 6,000,000 shares of Common Stock for a purchase price of $5.00 per share and an aggregate of at least 6,000,000 PIPE Warrants to purchase shares of Common Stock at an exercise price of $6.00 per share, for aggregate gross proceeds of at least $30.0 million. As of the date of the execution of the Merger Agreement, no definitive agreements have been executed with such investors. The anticipated use of funds from the PIPE Transaction is presented below:

THE MERGER AGREEMENT AND THE TRANSACTIONS

The following summary is not a complete description of all of the parties’ rights and obligations under the Merger Agreement, the Exok Agreement and any potential PIPE Agreements, and is qualified in its entirety by reference to the full text of such documents. Copies of the Merger Agreement and the Exok Agreement are filed as Exhibits 2.1 and 10.1 to the Form 8-K filed by Creek Road with the SEC on October 25, 2022. A copy of the form of the PIPE Agreement will be filed as an Exhibit to the Form 8-K to be filed by Creek Road with the SEC when, and if, such agreement is entered into. We encourage you to read carefully these documents in their entirety.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of terms are included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures contained in this information statement or in the public reports of the Company filed with the SEC may supplement, update or modify the factual disclosures contained in the Merger Agreement. The Merger Agreement contains representations and warranties by the Company and Merger Sub, on the one hand, and by Prairie, on the other hand, made solely for the benefit of the parties to the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by the parties thereto were qualified and subject to important limitations and qualifications agreed to in connection with negotiating the terms of the Merger Agreement. In particular, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this information statement, may have changed since the date of the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about the Company, Merger Sub or Prairie at the time they were made or otherwise.

Restructuring Transactions

Prior to the consummation of the PIPE Transaction, the Company will effectuate the following transactions (collectively, the “Restructuring Transactions”) in the order indicated below. The share amounts reflected below assume a Closing Date of November 30, 2022.

The Merger Agreement

On October 24, 2022, Creek Road and Merger Sub entered into the Merger Agreement with Prairie pursuant to which, and subject to the terms and conditions contained therein, Merger Sub will merge with and into Prairie, with Prairie surviving the Merger as a wholly owned subsidiary of Creek Road.

Merger Consideration

The Prairie Members will receive the greater of (a) 2,000,000 shares of Common Stock and (b) the product of (x) the number of issued and outstanding shares of the Common Stock immediately following the consummation of the Restructuring Transactions multiplied by (y) 33.33%.

As of the Effective Time, the Company will assume and convert certain options to purchase membership interests of Prairie into restricted performance-based options to acquire shares of Common Stock, which will have substantially the same terms and conditions as were applicable to such options immediately before the Effective Time, except that (a) certain operating metrics must be met for the Converted Options to be exercisable, (b) the Converted Options, in the aggregate, will be exercisable for 8,000,000 shares of Common Stock and (c) the per share exercise price for each share of Common Stock issuable upon exercise of the Converted Options will equal $0.25. The ability for these options to be exercised are conditioned on certain operating metrics being achieved. The operating metrics that must be met are a combination of average daily net production (daily produced BOE for a period of 30 days) meeting or exceeding certain quantities as outlined below, while also achieving minimum financial performance hurdles defined as Earnings Before Interest, Depreciation, Depletion and Amortization and Capital Expenditures (EBITDAX).

Ownership After the Closing

Immediately following the Closing Date, the Prairie Members are expected to own approximately 15.58% of the outstanding Common Stock, the Company’s existing stockholders are expected to own approximately 31.16% of the outstanding Common Stock, Exok is expected to own approximately 6.52% of the outstanding Common Stock and the PIPE Investors are expected to own approximately 46.74% of the outstanding Common Stock. This assumes (a) 12,836,400 shares of Common Stock outstanding as of the Closing consisting of (i) 6,000,000 shares of Common Stock issued in the PIPE Transaction, (ii) 836,400 shares of Common Stock issued to Exok pursuant to the Exok Transaction, (iii) 2,000,000 shares of Common Stock issued to the Prairie Members in the Merger and (iv) 4,000,000 shares of Common Stock outstanding after giving effect to the Restructuring Transactions, including the Reverse Stock Split, (b) 6,000,000 PIPE Warrants are issued in the PIPE Transaction, 600,000 warrants to purchase shares of Common Stock are issued to Roth Capital Partners at Closing and 836,400 warrants to purchase shares of Common Stock are issued to Exok pursuant to the Exok Transaction (c) no exercise or conversion of any of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Convertible Debentures, In-the-Money-Warrants and certain convertible promissory notes and certain other accrued liabilities prior to the Restructuring Transactions, (d) no exercise of any other outstanding options or warrants of Creek Road prior to or in connection with Closing and (e) no other issuances of equity interests of Creek Road.

Additionally, if we assume that all 7,436,400 warrants to purchase Common Stock and all 8,000,000 options issued in the Transactions, and all 98,494 Out-of-the-Money Options and Out-of-the-Money Warrants outstanding after the Closing, are exchanged for shares of Common Stock, then the Prairie Members are expected to own approximately 35.25% of the outstanding Common Stock, the Company’s existing stockholders are expected to own approximately 14.45% of the outstanding Common Stock, Exok is expected to own approximately 5.90% of the outstanding Common Stock, the PIPE Investors are expected to own approximately 42.30% of the outstanding Common Stock and Roth Capital Partners is expected to own approximately 2.11% of the outstanding Common Stock. The foregoing scenario assumes that PrairieCo achieves production of 10,000 barrels of oil equivalent per day resulting in 100% of the Converted Options becoming exercisable for 8,000,000 shares of Common Stock and a volume-weighted average price of the Common Stock on a pre-Reverse Stock Split basis of $0.24 per share on the Closing Date.

Closing of the Merger

Unless the Merger Agreement is terminated, as described in the section entitled “—Termination of the Merger Agreement,” the Closing will take place remotely via the electronic exchange of documents and signatures on the third business day after the satisfaction or waiver (to the extent permitted under applicable law) of all of the conditions described in the section entitled “—Closing Conditions” (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or permitted waiver thereof), unless another date, time or place is agreed to in writing by the Company and Prairie.

Effective Time of the Merger

The Merger will become effective at the time that the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as the Company and Prairie agree and specify in the certificate of merger (the “Effective Time”).

Withholding

The Company, its affiliates, Prairie and any other applicable withholding agent will be entitled to deduct and withhold any amounts otherwise payable pursuant to the Merger Agreement to the extent required by applicable law. To the extent that amounts are so withheld and paid over to the appropriate governmental authority, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person with respect to which such deduction and withholding was made.

Representations and Warranties

The Merger Agreement contains representations and warranties made by each of the Company and Merger Sub, jointly and severally, regarding:

Certain representations and warranties of the Company and Prairie are qualified as to “material adverse effect.” For purposes of the Merger Agreement, a “material adverse effect,” when used in reference to either the Company, Prairie, Merger Sub, the surviving entity in the Merger or the combined company, means any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, (i) prevents, materially delays or materially impairs such person’s ability to perform its obligations under the Merger Agreement or any and all agreements, certificates and other instruments to be delivered at Closing pursuant to the Merger Agreement, or the timely consummation of the transactions contemplated by the Merger Agreement or such other documents or (ii) has had or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of such person and its subsidiaries taken as a whole.

However, a material adverse effect will not be deemed to include the impact of:

except, with respect to the first, second, third and sixth bullet, to the extent that the effects of such change are materially disproportionately adverse to the business, properties, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate.

The representations and warranties in the Merger Agreement do not survive the Effective Time.

Covenants and Agreements

Conduct of Businesses Prior to the Completion of the Merger

Each of the Company and Prairie has agreed that, prior to the Effective Time (or earlier termination of the Merger Agreement), subject to specified exceptions, it will, and will cause each of its respective subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), use commercially reasonable efforts to (i) conduct its business in the ordinary course in all material respects and (ii) maintain and preserve intact its business organization, employees and advantageous business relationships.

Additionally, prior to the Effective Time (or earlier termination of the Merger Agreement), subject to specified exceptions, neither the Company nor Prairie may, and neither the Company nor Prairie may permit any of their respective subsidiaries to, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), take any of the following actions:

Director and Officer Indemnification and Insurance

The Merger Agreement provides that after the Effective Time, the combined company will indemnify and hold harmless and will advance expenses as incurred, in each case to the maximum extent permitted by applicable law, Prairie, its directors, officers and representatives and such persons that are indemnified as of the date of the Merger Agreement by Prairie pursuant to Prairie’s organizational documents and such other persons that are indemnified as of the date of the Merger Agreement by the Company pursuant to the Company’s organizational documents, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual proceeding, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or was a director, officer or employee of the Company or Prairie, and pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement and the matters included in the disclosure schedule attached thereto; provided, that in the case of advancement of expenses, any indemnified party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

The Merger Agreement requires the combined company to maintain, for a period of six years after the Effective Date, in effect insurance coverage equivalent to the coverage under the current policies of directors’ and officers’ liability insurance maintained by the Company as of the date of the Merger Agreement (provided, that the combined company may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less favorable to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time. However, the combined company will not be obligated to expend, on an annual basis, an amount in excess of 200% of the current annual premium paid as of the date of the Merger Agreement by the Company for such insurance (referred to as the “premium cap”), and if such premiums for such insurance would at any time exceed the premium cap, then the combined company will cause to be maintained policies of insurance which, in the combined company’s good faith determination, provide the maximum coverage available at an annual premium equal to the premium cap.

In lieu of the foregoing, the Company will obtain at or prior to the Effective Time a six-year “tail” policy under the Company’s existing directors’ and officers’ insurance policy (provided that the Company may substitute therefor policies with a substantially comparable insurer or insurers of at least the same coverage and amounts containing terms and conditions that are no less favorable to the insured) providing equivalent coverage to that described in the preceding sentence if the same may be obtained for an amount that, in the aggregate, does not exceed the premium cap.

Certain Additional Covenants

The Merger Agreement also contains additional covenants, including, among others, covenants relating to obtaining required consents and approvals, access to information of the other party, advice of changes, confidentiality, public announcements with respect to the transactions contemplated by the Merger Agreement, further assurances, exemption from takeover laws, the filing of a registration statement on Form S-1 with the SEC (or such other form for which the Company is eligible), the filing of this information statement, the consummation of the PIPE Transaction, certain matters under Section 16 of the Exchange Act, agreement on a form of amended and restated bylaws of the Company to serve as the bylaws of the combined company, and the issuance of shares of Common Stock to Exok at the closing of the Exok Transaction.

Agreement Not to Solicit Other Offers

From the date of the Merger Agreement until the Closing Date, each of the Company and Prairie has agreed that it will not, and will cause each of its respective affiliates and its and their respective representatives not to, directly or indirectly, (i) solicit, propose, encourage or facilitate the initiation or submission of any indication of interest, proposal or offer from any person (other than such other party to this Agreement) relating to a possible acquisition proposal or that would reasonably be expected to lead to a possible acquisition proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations or enter into any agreement, understanding or arrangement with, or provide any non-public information to, any person (other than the Company, Prairie, its affiliates or their respective representatives) relating to or in connection with a possible acquisition proposal or that would reasonably be expected to lead to a possible acquisition proposal; (iii) accept any proposal or offer from any person (other than any other party to the Merger Agreement or any of its affiliates) relating to a possible acquisition proposal or that would reasonably be expected to lead to a possible acquisition proposal.

For purposes of the Merger Agreement, an “acquisition proposal” means any contract, offer, proposal or inquiry relating to, or any indication of interest in, any transaction or series of related transactions involving, directly or indirectly, (a) any acquisition of all or any material portion of the business of the Company or Prairie, as the case may be, including by way of equity purchase, asset purchase, merger, consolidation, share exchange, equity issuance, business combination or otherwise, or (b) any acquisition of beneficial ownership by any person or group of 20% or more of the outstanding shares of the Common Stock or membership interests of Prairie or any other securities entitled to vote on the election of directors of the Company or any tender or exchange offer that if consummated would result in any person or group beneficially owning 20% or more of the Common Stock or any other securities entitled to vote on the election of the Company’s directors.

Each of the Company and Prairie will promptly (and in any event within 24 hours of receipt) advise the other party following receipt of any acquisition proposal, any request for non-public information or data in connection with an acquisition proposal, or any request for discussions or negotiations relating to an acquisition proposal (including the identity of such person), in each case, after the date of the Merger Agreement and prior to the Closing.

Closing Conditions

The respective obligations of each of the Company, Prairie and Merger Sub to complete the Merger are subject to the satisfaction, at or prior to the Effective Time, of the following conditions:

In addition, Prairie’s obligation to complete the Merger is subject to the satisfaction or waiver, at or prior to the Effective Time, of the condition that (i) no more than 20% of the Out-of-the-Money Options outstanding as of June 30, 2022 will be outstanding as of the Closing Date and (ii) no more than 20% of the Out-of-the-Money Warrants outstanding as of the Merger Agreement will be outstanding as of the Closing Date.

The Company cannot provide assurance as to when or if all of the conditions to the Merger can or will be satisfied or waived by the appropriate party.

Termination of the Merger Agreement

The Merger Agreement can be terminated at any time prior to the Effective Time, whether before or after the receipt of the Requisite Consent, in the following circumstances:

Expenses

Except as otherwise provided in the Merger Agreement, all direct and indirect expenses incurred in connection with the preparation and negotiation of the Merger Agreement and the consummation of the transactions contemplated thereby will be paid by the party incurring such expense. All amounts relating to any financial, legal, accounting or other advisor, and all other transaction fees and expenses incurred by the Company or Prairie in connection with the Merger Agreement and the transactions contemplated thereby, will be paid by the combined company in full at the Closing.

Amendments and Waivers

The Merger Agreement may not be amended except by an instrument in writing signed by the Company, Prairie and Merger Sub and the Company and that identifies itself as an amendment to the Merger Agreement.

The parties to the Merger Agreement may (i) extend the time for the performance of any of the obligations or other acts of any other party to the Merger Agreement, (ii) waive any inaccuracies in the representations and warranties of any other party to the Merger Agreement contained therein or in any document delivered by such other party pursuant to the Merger Agreement, or (iii) waive compliance with any of the covenants, agreements or conditions for its benefit contained in the Merger Agreement. Any such extension or waiver on the part of a party to the Merger Agreement will be valid only if set forth in a written instrument signed on behalf of the party against whom the waiver or extension is to be effective.

Governing Law

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law principles, unless any exhibit or schedule of the Merger Agreement specifies a different choice of law.

Specific Performance

The Company and Prairie will be entitled to injunctive relief to prevent breaches or threatened breaches of the Merger Agreement or to enforce specifically the provisions of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity. The Company and Prairie have waived (i) any defense in any action for specific performance, including the defense that a remedy at law would be adequate, and (ii) any requirement that any other party obtain any bond or provide any security or indemnity as a prerequisite to obtaining injunctive relief or specific enforcement of the provisions of the Merger Agreement.

Other Transaction Agreements

Stockholders Agreement

Pursuant to the Merger Agreement, each of the Company, Bristol, Paul L. Kessler, Gary C. Hanna and Edward Kovalik will enter into the Stockholders Agreement prior to the Effective Time whereby the parties thereto will use reasonable best efforts, including taking certain necessary actions, to cause the New Board to cause certain nominees to be elected to serve as a director on the New Board under the following conditions: (a) one nominee designated by Bristol and Paul L. Kessler, collectively, so long as Bristol, Paul L. Kessler and their respective affiliates collectively beneficially own at least 50% of the number of shares of Common Stock collectively beneficially owned by such parties on the Closing Date; (b) four nominees designated by the Prairie Members so long as the Prairie Members and their affiliates collectively beneficially own at least 50% of the number of shares of Common Stock collectively beneficially owned by such parties on the Closing Date; (c) three nominees designated by the Prairie Members so long as the Prairie Members and their affiliates collectively beneficially own at least 40% (but less than 50%) of the number of shares of Common Stock collectively beneficially owned by such parties on the Closing Date; (d) two nominees designated by the Prairie Members so long as the Prairie Members and their affiliates collectively beneficially own at least 30% (but less than 40%) of the number of shares of Common Stock collectively beneficially owned by such parties on the Closing Date; and (e) one nominee designated by the Prairie Members so long as the Prairie Members and their affiliates collectively beneficially own at least 20% (but less than 30%) of the number of shares of Common Stock collectively beneficially owned by such parties on the Closing Date.

Support Agreements

Certain holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Convertible Debentures have each entered into Support Agreements pursuant to which each such holder has agreed to convert its (i) respective shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and (ii) applicable Convertible Debentures into shares of Common Stock as of the Effective Time.

Under the respective Support Agreements, the applicable holders agreed to a decrease in the stated value of the Series B Preferred Stock by 10%, a decrease in the stated value of the Series C Preferred Stock by 20% and a reduction in the principal balance of the Convertible Debentures by 20%. Holders of the Series B Preferred Stock and Series C Preferred Stock agreed to convert their respective shares into Common Stock immediately prior to the Closing at the lower of (i) the respective conversion prices or (ii) the lowest per share valuation attributed to the Common Stock in the Merger.

Under the Support Agreements, the applicable holders have also agreed (i) to use their reasonable best efforts to cooperate fully with the Company in connection with the Merger, any financing in support of the Merger and the transaction contemplated thereby, including any reasonable request for a lock-up agreement necessary to facilitate such financing, and (ii) not to initiate, solicit, encourage or facilitate any inquiries or engage in discussions with any third party relating to alternative business combinations.

Lock-up Agreements

Pursuant to the Merger Agreement, certain executive officers and directors of the Company and the Prairie Members will execute Lock-up Agreements prior to the Closing that impose a lock-up on any sale or other disposition of shares of Common Stock until 180 days after Closing, subject to certain exceptions.

PIPE Agreements

Creek Road is in negotiations with certain investors and intends to enter into separate PIPE Agreements with each PIPE Investor prior to the Closing. Creek Road intends to sell to the PIPE Investors an aggregate of at least 6,000,000 shares of Common Stock for a purchase price of $5.00 per share and an aggregate of at least 6,000,000 PIPE Warrants to purchase shares of Common Stock at an exercise price of $6.00 per share, for aggregate gross proceeds of at least $30.0 million. As of the date of the execution of the Merger Agreement, no definitive agreements have been executed with such investors. There is no guarantee that Creek Road will be able to successfully raise $30.0 million in the PIPE Transaction.

The closing of a PIPE Transaction with aggregate gross proceeds of $30.0 million is a condition to closing the Merger. The purpose of the PIPE Transaction is to raise capital to acquire the Exok Assets and for use by the combined company following the Closing. In connection with the PIPE Transaction, the PIPE Investors will enter into registration rights agreements with Creek Road at the Closing containing customary terms.

Upon closing of the PIPE Transaction, Creek Road will issue to Roth Capital Partners warrants to purchase shares of Common Stock at an exercise price of $6.00 per share in an amount equal to 10% of the shares of Common Stock issued in the PIPE Transaction for its role as placement agent in the PIPE Transaction.

Exok Agreement

Concurrently with the execution of the Merger Agreement, Prairie entered into the Exok Agreement, pursuant to which Exok agreed to sell to Prairie, and Prairie agreed to purchase from Exok, certain oil and gas leases, including all of Exok’s right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County, Colorado, together with certain other associated assets, data and records. The effective date of conveyance of the Exok Assets will be October 15, 2022.

As consideration for the Exok Assets, Prairie has agreed to pay Exok a total amount of $28,182,000 at the closing of the Exok Transaction, which amount will be payable as (a) $24,000,000 in cash and (b) the issuance of $4,182,000 in total equity consideration, consisting of (i) 836,400 shares of Common Stock and (ii) 836,400 warrants to purchase 836,400 shares of Common Stock at the exercise price of $6.00 per share.

The closing of the Exok Transaction is subject to several customary conditions, including that (i) each of the representations and warranties of Exok and Prairie under the Exok Agreement be true and correct, in all material respects, as of the time of such closing, (ii) Exok and Prairie have performed, in all material respects, all covenants and agreements under the Exok Agreement prior to such closing; (iii) no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the Exok Transaction has been issued; (iv) all conditions precedent to the Closing will have been satisfied or waived, and the Closing will have occurred prior to the Exok Transaction; and (v) at least twenty (20) calendar days will have passed since the mailing of this information statement by Creek Road to its stockholders.

The closing of the Exok Transaction will, unless otherwise agreed to in writing by Exok and Prairie, take place at the offices of Vinson & Elkins L.L.P. located at 845 Texas Avenue, Suite 4700 Houston, Texas 77002 at 10:00 a.m., local time, on the date that is within five (5) business days after the satisfaction of Exok and Prairie’s conditions to the closing.

The Exok Agreement may be terminated at any time prior to the closing of the Exok Transaction, in the following circumstances:

On May 15, 2022, Exok entered into an agreement with Gary C. Hanna and Edward Kovalik whereby Exok agrees to assign certain overriding royalty interests under the Exok Assets to Gary C. Hanna and Edward Kovalik at the Closing. Following the Closing, it is anticipated that these interests will be owned in equal one-third shares by entities controlled by each of Gary Hanna, Edward Kovalik and Paul Kessler. To avoid any potential conflict of interest with certain members of our board of directors and management owning certain overriding royalty interests under the Exok Assets, all PrairieCo drilling programs will be approved by an independent committee of the New Board on a quarterly basis.

Summary of the Exok Assets

The assets to be acquired by the Prairie from Exok include the following: