EMPIRE PETROLEUM CORP

Empire Petroleum Corp. has entered into a material definitive agreement by issuing a $3,250,000 Promissory Note to Petroleum Independent & Exploration, LLC. The proceeds will be used for general working capital. The Note matures on March 10, 2028, with an initial interest rate of 6% that escalates to 9% upon default. The holder has the option to convert the principal into Empire Petroleum's common stock at $2.838 per share starting November 9, 2026. The company is also seeking NYSE American approval for the potential issuance of over 1.1 million shares.

Empire Petroleum Corporation held its Annual Meeting of Stockholders on June 17, 2026, where several key proposals were approved. Stockholders voted to approve the 2026 Stock and Incentive Compensation Plan, which reserves 1,200,000 shares for future awards and replaces the 2024 plan. Additionally, three directors were elected, named executive officer compensation received advisory approval, and Grant Thornton LLP was ratified as the independent registered public accounting firm for 2026.

Empire Petroleum reported a net loss of $6.6 million, or ($0.18) per diluted share, on total product revenue of $7.7 million for Q1 2026. Production volumes averaged 1,880 Boe/d, impacted by operational and weather issues, but are expected to recover in Q2. The company advanced its Texas gas development, progressed thermal recovery in North Dakota, and expanded participation in a Louisiana three-well program. Empire also strengthened its capital structure by completing a $10.0 million rights offering and settling a $3.0 million convertible note.

Empire Petroleum Corp reported a net loss of $6.64 million for Q1 2026, a significant increase from $4.22 million in Q1 2025, with total revenue declining to $5.10 million. The company successfully raised $9.95 million from a rights offering and converted convertible debt to shares, improving its stockholders' equity to a positive $3.69 million. Despite these capital raises, the company noted substantial doubt about its ability to continue as a going concern due to negative working capital and insufficient operating cash flow, though management believes committed related-party support alleviates this doubt. Empire also acquired the remaining 40% of certain New Mexico interests and committed to a new Louisiana development program.

Empire Petroleum Corporation entered into a Sales Agreement with Roth Capital Partners, LLC on May 1, 2026, to establish an "at the market" offering program. Under this agreement, the company may sell up to $30 million of its common stock from time to time. Roth Capital Partners will act as the sales agent and receive a 3.0% commission on any gross proceeds from shares sold.

Empire Petroleum Corporation announced its Annual Meeting of Stockholders will be held on June 17, 2026. Stockholders will vote on several key proposals, including the election of three directors, an advisory vote on executive compensation, and the approval of the 2026 Stock and Incentive Compensation Plan. Additionally, the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2026 will be ratified.