Prairie Operating Co 10-Q for FY2024 Q3

Prairie Operating Co. (PROP)

10-Q 2024-11-08 For: 2024-09-30

Added on April 08, 2026

About this 10-Q

Prairie Operating Co filed this 10-Q on November 8, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $11.42M; compared with a net loss of $34.42M a year earlier
Diluted EPS: -$0.68; compared with -$5.24 a year earlier

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Delaware		98-0357690
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

Title of each Class		Trading Symbol(s)		Name of each Exchange on which registered
Common stock, $0.01 par value		PROP		The Nasdaq Stock Market LLC

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

Title of Class		Number of Shares Outstanding on November 7, 2024
Common Stock, $0.01 par value		22,918,763

PART I	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II	OTHER INFORMATION	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

SIGNATURES		37

Table of Contents		Page
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023		4
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023		5
Condensed Consolidated Statements of Stockholders’ Equity/Members’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023		6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023		8
Notes to Condensed Consolidated Financial Statements		9
Note 1 – Organization, Description of Business, and Basis of Presentation		9
Note 2 – Summary of Significant Accounting Policies		10
Note 3 – Discontinued Operations		12
Note 4 – Acquisitions and Merger		13
Note 5 – Fair Value Measurements		15
Note 6 – Property and Equipment, net		17
Note 7 – Accounts Payable and Accrued Expenses		18
Note 8 – Debt		18
Note 9 – Leases		20
Note 10 – Commitments and Contingencies		21
Note 11 – Preferred Stock		21
Note 12 – Common Stock		22
Note 13 – Common Stock Options and Warrants		23
Note 14 – Long–Term Incentive Compensation		25
Note 15 – Related Party Transactions		26
Note 16 – Subsequent Events		27

	September 30, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	40,052,362		$	13,036,950
Note receivable		507,651			—
Prepaid expenses and other current assets		267,365			171,486
Financing receivable		16,250,000			—
Current assets – discontinued operations		—			322,655
Total current assets		57,077,378			13,531,091

Property and equipment:
Oil and natural gas properties, successful efforts method of accounting including $42,061,414 and $28,705,404 excluded from amortization as of September 30, 2024 and December 31, 2023, respectively		42,061,414			28,705,404
Other		93,849			—
Less: Accumulated depreciation, depletion, and amortization		(711	)		—
Total property and equipment, net		42,154,552			28,705,404
Deposits on oil and natural gas property purchases		6,382,314			—
Operating lease assets		1,063,659			155,253
Note receivable – non–current		239,249			—
Deferred transaction costs		229,756			108,956
Other non–current assets		27,816			—
Non–current assets – discontinued operations		—			3,182,307
Total assets	$	107,174,724		$	45,683,011

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	22,545,465		$	5,374,494
Senior convertible note, net		14,250,000			—
Subordinated promissory note – related party		5,281,141			—
Warrant liabilities – related party		2,758,206			—
Operating lease liabilities – current		177,722			41,890
Total current liabilities		45,012,534			5,416,384

Long–term liabilities:
Operating lease liabilities		875,105			93,816
Total long–term liabilities		875,105			93,816
Total liabilities		45,887,639			5,510,200

Commitments and contingencies (Note 10)		-			-

Stockholders’ equity:
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 14,457 and 20,627 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		145			206
Series E convertible preferred stock; $0.01 par value; 50,000 shares authorized, and zero and 20,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		—			200
Preferred stock value		—			200
Common stock; $0.01 par value; 500,000,000 shares authorized, and 22,918,763 and 9,826,719 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		229,188			98,267
Additional paid–in capital		168,886,525			118,927,814
Accumulated deficit		(107,828,773	)		(78,853,677	)
Total stockholders’ equity		61,287,085			40,172,811
Total liabilities and stockholders’ equity	$	107,174,724		$	45,683,011


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	—		$	—		$	—		$	—

Operating costs and expenses:
Depreciation, depletion, and amortization		711			—			711			—
General and administrative expenses		8,790,368			6,314,951			24,905,341			9,236,815
Exploration expenses		25,320			—			523,785			—
Total operating costs and expenses		8,816,399			6,314,951			25,429,837			9,236,815
Loss from operations		(8,816,399	)		(6,314,951	)		(25,429,837	)		(9,236,815	)

Other income (expenses):
Interest income		431,593			85,166			538,833			128,202
Interest expense		—			(67,744	)		—			(111,463	)
Loss on issuance of debt		(3,039,347	)		—			(3,039,347	)		—
Loss on adjustment to fair value – Warrant Liabilities		—			(24,855,085	)		—			(24,855,085	)
Loss on adjustment to fair value – AR Debentures		—			(2,141,000	)		—			(2,882,000	)
Loss on adjustment to fair value – Obligation Shares		—			(770,918	)		—			(1,477,103	)
Liquidated damages		—			(173,763	)		-			(173,763	)
Total other expenses		(2,607,754	)		(27,923,344	)		(2,500,514	)		(29,371,212	)

Loss from operations before provision for income taxes		(11,424,153	)		(34,238,295	)		(27,930,351	)		(38,608,027	)
Provision for income taxes		—			—			—			—
Net loss from continuing operations		(11,424,153	)		(34,238,295	)		(27,930,351	)		(38,608,027	)

Discontinued operations
Loss from discontinued operations, net of taxes		—			(177,446	)		(1,044,745	)		(17,018,910	)
Net loss from discontinued operations		—			(177,446	)		(1,044,745	)		(17,018,910	)
Net loss	$	(11,424,153	)	$	(34,415,741	)	$	(28,975,096	)	$	(55,626,937	)

Earnings (loss) per common share:
Loss per share – continuing operations, basic and diluted	$	(0.68	)	$	(5.22	)	$	(2.16	)	$	(10.97	)
Loss per share – discontinued operations, basic and diluted	$	—		$	(0.03	)	$	(0.08	)	$	(4.83	)
Loss per share, basic and diluted	$	(0.68	)	$	(5.24	)	$	(2.24	)	$	(15.80	)
Weighted average common shares outstanding, basic and diluted		16,770,372			6,565,134			12,938,342			3,520,843


		Series D Preferred Stock Par value $0.01						Series E Preferred Stock Par value $0.01						Common Stock Par value $0.01				Additional Paid In			Accumulated			Stockholders’
		Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance, December 31, 2023	-		20,627		$	206			20,000		$	200			9,826,719	$	98,267	$	118,927,814		$	(78,853,677	)	$	40,172,811
Conversion of Series D Preferred Stock	-		(1,225	)		(12	)		—			—			245,000		2,450		(2,438	)		—			—
Issuance of Common Stock upon warrant exercise	-		—			—			—			—			743,610		7,437		4,454,222			—			4,461,659
Stock based compensation	-		—			—			—			—			—		—		2,066,682			—			2,066,682
Net loss	-		—			—			—			—			—		—		—			(9,037,284	)		(9,037,284	)
Balance, March 31, 2024	-		19,402			194			20,000			200			10,815,329		108,153		125,446,282			(87,890,961	)		37,663,868
Conversion of Series D Preferred Stock	-		(2,895	)		(29	)		—			—			579,090		5,791		(5,762	)		—			—
Issuance of Common Stock upon warrant exercise	-		—			—			—			—			836,130		8,361		5,008,373			—			5,016,734
Issuance of Common Stock related to stock based compensation	-		—			—			—			—			334,312		3,343		(3,343	)		—			—
Stock based compensation			—			—			—			—			—		—		1,384,093			—			1,384,093
Net loss	-		—			—			—			—			—		—		—			(8,513,658	)		(8,513,658	)
Balance, June 30, 2024	-		16,507			165			20,000			200			12,564,861		125,649		131,829,643			(96,404,620	)		35,551,037
Conversion of Series D Preferred Stock			(2,050	)		(20	)		—			—			410,000		4,100		(4,080	)		—			—
Conversion of Series E Preferred Stock			—			—			(20,000	)		(200	)		4,000,000		40,000		(39,800	)		—			—
Issuance of Common Stock upon warrant exercise	-		—			—			—			—			4,010,000		40,100		24,019,900			—			24,060,000
Issuance of Common Stock to fund NRO Acquisition, net of issuance costs			—			—			—			—			1,827,040		18,270		10,097,367			—			10,115,637
Issuance of Common Stock for SEPA commitment fee			—			—			—			—			100,000		1,000		599,000			—			600,000
Issuance of Common Stock related to stock based compensation			—			—			—			—			6,862		69		(69	)		—			—
Stock based compensation			—			—			—			—			—		—		2,384,564			—			2,384,564
Net loss			—			—			—			—			—		—		—			(11,424,153	)		(11,424,153	)
Balance, September 30, 2024	-		14,457		$	145			—		$	—			22,918,763	$	229,188	$	168,886,525		$	(107,828,773	)	$	61,287,085


	Members’			Series D Preferred Stock Par value $0.01						Series E Preferred Stock Par value $0.01						Common Stock Par value $0.01				Additional Paid In			Accumulated			Stockholders’
	Deficit			Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance, December 31, 2022	$	(381,520	)		—		$	—			—		$	—			—	$	—	$	—		$	—		$	—
Net loss		(64,392	)		—			—			—			—			—		—		—			—			—
Balance, March 31, 2023		(445,912	)		—			—			—			—			—		—		—			—			—
Balance	$	(445,912	)		—		$	—			—		$	—			—	$	—	$	—		$	—		$	—
Net loss from April 1, 2023 through May 3, 2023		(160,793	)		—			—			—			—			—		—		—			—			—
Balance	$	(445,912	)		—		$	—			—		$	—			—	$	—	$	—		$	—		$	—
Conversion of membership interests		606,705			—			—			—			—			2,297,668		22,977		(629,682	)		—			(606,705	)
Issuance of Common Stock to former stockholders of Creek Road Miners upon Merger		—			—			—			—			—			3,860,917		38,609		9,889,653			—			9,928,262
Issuance of Series D Preferred Stock		—			17,376			174			—			—			—		—		16,447,475			—			16,447,649
Issuance to holders of Convertible Debentures for settlement of Creek Road Miners liabilities		—			4,423			44			—			—			—		—		3,209,152			—			3,209,196
Balance	$	(445,912	)		—		$	—			—		$	—			—	$	—	$	—		$	—		$	—
Net loss from May 4, 2023 through June 30, 2023		—			—			—			—			—			—		—		—			(20,986,010	)		(20,986,010	)
Balance, June 30, 2023		—			21,799			218			—			—			6,158,585		61,586		28,916,598			(20,986,010	)		7,992,392
Balance	$	—			21,799		$	218			—		$	—			6,158,585	$	61,586	$	28,916,598		$	(20,986,010	)	$	7,992,392
Issuance of Common Stock and warrants in conjunction with purchase of Exok Option assets		—			—			—			—			—			670,499		6,705		7,282,787			—			7,289,492
Issuance of Series E Preferred Stock, warrants, and Common Stock		—			—			—			20,000			200			39,614		396		19,833,811			—			19,834,407
Reclassification (Note 12)		—			(21,799	)		(218	)		(20,000	)		(200	)		—		—		(65,726,280	)		—			(65,726,698	)
Stock based compensation		—			—			—			—			—			—		—		927,221			—			927,221
Reclassification (Note 12)		—			—			—			—			—			—		—		(520,916	)		—			(520,916	)
Issuance of Obligation Shares		—			—			—			—			—			205,970		2,060		2,004,681			—			2,006,741
Reclassification (Note 12)		—			—			—			—			—			—		—		(1,434,730	)		—			(1,434,730	)
Net loss		—			—			—			—			—			—		—		—			(34,415,741	)		(34,415,741	)
Balance, September 30, 2023	$	—			—		$	—			—		$	—			7,074,668	$	70,747	$	(8,716,827	)	$	(55,401,751	)	$	(64,047,831	)
Balance	$	—			—		$	—			—		$	—			7,074,668	$	70,747	$	(8,716,827	)	$	(55,401,751	)	$	(64,047,831	)

Potentially Dilutive Security	Quantity		Stated Value Per Share		Total Value or Stated Value		Assumed Conversion Price		Resulting Common Shares
Merger Options, restricted stock units, and performance stock units ⁽¹⁾		9,050,909	$	—	$	—	$	—		1,050,909
Common stock warrants		228,004,372		—		—		—		9,064,951
Series D Preferred Stock		14,457		1,000		14,456,680		5.00		2,891,336
Senior Convertible Note ⁽²⁾		—		—		15,750,000		7.79		2,021,823

Total		-		-		-		-		15,029,018

⁽¹⁾	Not exercisable or vested as of September 30, 2024. Refer to Note 13 – Common Stock Options and Warrants for a discussion of the Merger Options (defined herein) and Note 14 – Long–Term Incentive Compensation for a discussion of the restricted stock units and performance stock units.
⁽²⁾	Reflects the conversion option of the $15.0 million Senior Convertible Note at 105% principal amount, pursuant to the SEPA. Refer to Note 8 – Debt for a discussion of the Senior Convertible Note and Note 12 – Common Stock for a discussion of the SEPA.


	Nine Months Ended September 30,
	2024			2023
Non–cash investing and financing activities:
Common Stock issued upon conversion of Series D Preferred Stock	$	6,170,450		$	—
Common Stock issued upon conversion of Series E Preferred Stock	$	20,000,000		$	—
Capital expenditures included in accrued liabilities	$	(4,717,644	)	$	—
Proceeds from Senior Convertible Note issuance not yet received, net of original issuance discount ⁽¹⁾	$	14,250,000		$	—
Proceeds from Subordinated Note issuance not yet received – related party⁽¹⁾	$	2,000,000		$	—
Common Stock issued for SEPA commitment fee ⁽²⁾	$	600,000		$	—
Cryptocurrency mining equipment and deposits acquired in the Merger	$	—		$	20,760,560
Secured convertible debentures assumed in the Merger	$	—		$	1,981,000
SBA loan payable acquired assumed in the Merger	$	—		$	150,000
Membership interests converted into shares of Common Stock	$	—		$	(606,705	)
Common Stock issued at Merger	$	—		$	9,928,262
Series D Preferred Stock issued at Merger	$	—		$	3,209,196
Common Stock and warrants issued in Exok option acquisition	$	—		$	7,289,492
Common Stock issued in satisfaction of share issuance obligation	$	—		$	2,006,741
Deferred transaction costs capitalized to oil and natural gas properties	$	—		$	189,031
Deferred transaction costs associated with financing	$	—		$	519,533
Supplemental disclosure:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	57,101

⁽¹⁾	Proceeds from the issuance of the Senior Convertible Note and the Subordinated Note were not received until October 1, 2024. Therefore, the Company recorded the unreceived proceeds as Financing receivable as of September 30, 2024. Refer to Note 8 – Debt for a discussion of the Senior Convertible Note and the Subordinated Note.
⁽²⁾	Pursuant to the SEPA, the Company issued 100,000 shares to Yorkville as a commitment fee. Refer to Note 12 – Common Stock for a discussion of the SEPA.

	September 30, 2024		December 31, 2023
Accounts receivable	$	—	$	322,655
Property and equipment, net		—		3,182,307
Total assets – discontinued operations	$	—	$	3,504,962


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Cryptocurrency mining revenue	$	—	$	457,951		$	192,625		$	637,269
Cryptocurrency mining costs		—		(209,929	)		(55,063	)		(303,172	)
Depreciation and amortization		—		(425,468	)		(102,210	)		(558,319	)
Impairment of cryptocurrency mining equipment		—		—			—			(16,794,688	)
Loss from sale of cryptocurrency mining equipment		—		—			(1,080,097	)		—
Loss from discontinued operations before income taxes		—		(177,446	)		(1,044,745	)		(17,018,910	)
Provision for income taxes		—		—			—			—
Net loss from discontinued operations	$	—	$	(177,446	)	$	(1,044,745	)	$	(17,018,910	)

Number of shares of Common Stock of the combined company owned by the Company’s stockholders immediately prior to the merger ⁽¹⁾		3,860,898
Multiplied by the fair value per share of Common Stock ⁽²⁾	$	2.57
Fair value of the Company’s pre–Merger Common Stock		9,928,262

Number of shares of Series D Preferred Stock issued to effectuate the Merger		4,423
Multiplied by the fair value per share ⁽³⁾	$	725.57
Fair value of Series D Preferred Stock issued as consideration		3,209,196

Prairie LLC Transaction costs ⁽⁴⁾		2,032,696
Purchase price	$	15,170,154

⁽¹⁾	Represents the historical shares of Common Stock outstanding immediately prior to the Closing of the Merger on May 3, 2023.
⁽²⁾	Based on the last reported sale price of Common Stock on OTC Capital Markets on May 3, 2023, the closing date of the Merger.
⁽³⁾	Fair value calculated as described above on May 3, 2023.
⁽⁴⁾	Prairie LLC transaction costs consist primarily of legal expenses incurred by Prairie LLC. The transaction costs have been reflected as an increase in the purchase price.

Purchase Price Allocation:	May 3, 2023
Cash and cash equivalents	$	42,360
Accounts receivable		8,014
Prepaid expenses		63,795
Mining equipment ⁽¹⁾		18,140,874
Deposits on mining equipment		2,928,138
Accounts payable and accrued expenses		(3,352,389	)
Secured convertible debentures		(1,981,000	)
SBA loan payable		(150,000	)
Share issuance liability		(529,638	)
Net assets acquired	$	15,170,154

	●	Level 1 valuations – Consist of observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

	●	Level 2 valuations – Consist of observable market–based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date.

	●	Level 3 valuations – Consist of unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

	September 30, 2024			December 31, 2023
Oil and natural gas properties:
Proved properties	$	—		$	—
Unproved properties		42,061,414			28,705,404
Total oil and natural gas properties		42,061,414			28,705,404
Less: Accumulated depreciation, depletion, and amortization		—			—
Oil and natural gas properties, net		42,061,414			28,705,404
Other property and equipment		93,849			—
Less: Accumulated depreciation, depletion, and amortization		(711	)		—
Other property and equipment, net		93,138			—
Total property and equipment, net ⁽¹⁾	$	42,154,552		$	28,705,404

	September 30, 2024		December 31, 2023
Accounts payable	$	9,221,754	$	2,295,575
Accrued legal and accounting fees ⁽¹⁾		7,399,125		200,641
Incentive compensation		5,031,471		1,925,191
Other		893,115		953,087
Accounts payable and accrued expenses	$	22,545,465	$	5,374,494

	September 30, 2024			December 31, 2023
Senior convertible note	$	15,000,000		$	—
Less: unamortized issuance discount		(750,000	)		—
Senior convertible note, net	$	14,250,000		$	—

Subordinated promissory note – related party	$	5,000,000		$	—
Fair value adjustment		281,414			—
Subordinated promissory note – related party, at fair value	$	5,281,414		$	—

	September 30, 2024		December 31, 2023
Operating Leases
Office space	$	895,623	$	—
Vehicles		168,036		155,253
Total right–of–use asset	$	1,063,659	$	155,253

Office space	$	898,736	$	—
Vehicles		154,092		135,706
Total lease liability	$	1,052,827	$	135,706

	Operating Leases
Weighted–average lease term (years)		4.4
Weighted–average discount rate		10.2	%

⁽¹⁾	One of the Company’s office space operating leases, which expired in September 2024, had an initial lease term of less than 12 months and was considered a short-term lease. The Company does not capitalize short–term leases, instead the costs are expensed as they are incurred.
⁽²⁾	Variable lease costs include operating costs, such as parking and property taxes, associated with the Company’s office leases. The Company expenses variable lease costs as they are incurred.

	Operating Leases
October 1, 2024 through September 30, 2025	$	247,493
October 1, 2025 through September 30, 2026		327,011
October 1, 2026 through September 30, 2027		235,919
October 1, 2027 through September 30, 2028		219,725
October 1, 2028 through September 30, 2029		224,400
Thereafter		114,537
Total lease payments		1,369,085
Less: imputed interest		(316,258	)
Total lease liability	$	1,052,827

	Number of RSUs			Weighted Average Fair Value
Unvested units as of December 31, 2023		528,545		$	14.58
Granted		506,703		$	12.80
Vested		(324,704	)	$	14.57
Unvested units as of September 30, 2024		710,543		$	13.47

	Number of PSUs		Weighted Average Fair Value
Unvested units as of December 31, 2023		—	$	—
Granted		313,440	$	23.10
Vested		—	$	—
Unvested units as of September 30, 2024		313,440	$	23.10

Exhibit No.		Description

2.1+		Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2023, by and among Creek Road Miners, Inc., Creek Road Merger Sub, LLC and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8–K, filed with the SEC on May 4, 2023).
2.2+		Asset Purchase Agreement, dated as of January 11, 2024, by and among Nickel Road Development LLC, Nickel Road Operating LLC, Prairie Operating Co., and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8–K, filed with the SEC on January 12, 2024).
2.3+		Asset Purchase Agreement, dated as of January 23, 2024, by and among Prairie Operating Co. and Matthew Austin Lerman (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8–K, filed with the SEC on January 24, 2024).
3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8–K, filed with the SEC on August 20, 2024).
3.2		Amended and Restated Bylaws of Prairie Operating Co. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8–K, filed with the SEC on May 9, 2023).
3.3		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8–K, filed with the SEC on May 9, 2023).
3.4		Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).
3.5		Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).
3.6		Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).
4.1		Form of Series D PIPE Warrant (incorporated by reference to Exhibit C of Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2023).
4.2		Form of Exok Warrant (incorporated by reference to Exhibit 4.1 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).
4.3		Form of Series E A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).
4.4		Form of Common Stock Purchase Warrant issued by Prairie Operating Co. to the Noteholders (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.1		Standby Equity Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and YA II PN, LTD (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.2		Convertible Promissory Note, dated September 30, 2024, in favor of YA II PN, LTD (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.3		Global Guaranty Agreement, dated September 30, 2024, by Prairie Operating Co., LLC and Prairie Operating Holding Co., LLC, in favor of YA II PN, LTD (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.4		Registration Rights Agreement, dated as of September 30, 2024, by and between Prairie Operating Co. and YA II PN, LTD (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.5		Prairie Operating Company Subordinated Note, dated September 30, 2024, by and among Prairie Operating Co., First Idea Ventures LLC and The Hideaway Entertainment LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.6		Registration Rights Agreement, dated as of September 30, 2024, by and between Prairie Operating Co. and the holders party thereto (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.7		Global Guaranty Agreement, dated September 30, 2024, by Prairie Operating Co., LLC, in favor of First Idea Ventures LLC and The Hideaway Entertainment LLC (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.8		Consent and Agreement, dated as of August 15, 2024, by and among Prairie Operating Co. and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).
10.9		Non-Compensatory Option Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and Rose Hill Holdings Limited (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.10		Non-Compensatory Option Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and Anchorman Holdings Inc. (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.11		Non-Compensatory Option Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and Blackstem Forest, LLC (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
10.12*		Assignment and Assumption Agreement, dated as of September 30, 2024, by and among Prairie Operating Co., BOKA Energy LP, Rose Hill Holdings Limited, Anchorman Holdings Inc. and Blackstem Forest, LLC.
31.1*		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 (Rule 13a–14(a) or Rule 15d–14(a)).
31.2*		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 (Rule 13a–14(a) or Rule 15d–14(a)).
32.1**		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
32.2**		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
99.1		Securities Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and the Purchasers thereto (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024).
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
104.0		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith
**	Furnished herewith
†	Management contracts or compensatory plans or arrangements
+	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S–K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

	PRAIRIE OPERATING CO.

	By:	/s/ Edward Kovalik
		Edward Kovalik
Date: November 8, 2024		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Craig Owen
		Craig Owen
Date: November 8, 2024		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Owner	Option Shares

Rose Hill Assignee		300,000
Anchorman Holdings Assignee		200,000
Blackstem Assignee		300,000
Assignor		0
Total:		800,000

	ASSIGNOR:

	BOKA Energy LP
	By:	BOKA Energy GP LLC, as general partner

	ROSE HILL:

	Rose Hill Holdings Limited

	By:	/s/ Diane Dentith
	Name:	Diane Dentith
	Title:	In her capacity as director of Sovereign Directors Ltd, as corporate director of the Company