WIZD / Wizard Brands Inc - Документы SEC, Годовой отчет, Доверенное заявление

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2 Execution Version SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gary C. Hanna (“Executive”), effective as of August 13, 2025 (the “Effective Date”), and supersedes and replaces in i

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Edward Kovalik (“Executive”), effective as of August 13, 2025 (the “Effective Date”), and supersedes and replaces in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41895 98-0357690 (Commission F

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gregory S. Patton (“Executive”), effective as of August 13, 2025 (the “Effective Date”). This Agreement amends, restates, supersede

Prairie Operating Co. Announces First Quarter 2025 Results

Exhibit 99.1 Prairie Operating Co. Announces First Quarter 2025 Results Houston, Texas, August 12, 2025 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”), an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Operatin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Prairie Operating

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission F

As filed with the Securities and Exchange Commission on June 27, 2025

As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.

Calculation of Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) Prairie Operating Co. (Exact Name of Registrant as Specified in its Charter) Fees Previously Paid Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Am

Equity Distribution Agreement, dated June 20, 2025, by and between Prairie Operating Co., Citigroup Global Markets Inc. and Truist Securities, Inc.

Exhibit 1.1 Execution Version Prairie Operating Co. $75,000,000 Shares Common Stock ($0.01 par value) Equity Distribution Agreement June 20, 2025 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York, 10013 Truist Securities, Inc. 50 Hudson Yards, 70th Floor New York, New York 10001 Ladies and Gentlemen: Prairie Operating Co., a corporation organized under the laws of Delaware (the

Prairie Operating Co. Up to $75,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-286676 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 2, 2025) Prairie Operating Co. Up to $75,000,000 of Common Stock This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, par value $0.01 per share, through Citigroup Global Markets Inc. and Truist Securities, In

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2025 Prairie Operating Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 1 to the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 6, 2025).

Exhibit 10.1 AMENDMENT NO. 1 TO THE 2024 amended & restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN THIS AMENDMENT NO. 1 TO THE 2024 AMENDED & RESTATED PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN (this “Amendment”) is made effective (the “Effective Date”) upon the approval of the stockholders of Prairie Operating Co. (the “Company”) of this Amendment. All capitalized terms used but not o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Operati

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission File

Prairie Operating Co. April 30, 2025

Prairie Operating Co. April 30, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Prairie Operating Co. Registration Statement on Form S-3 (File No. 333-286676) Request for Acceleration of Effectiveness Ladies and Gentlemen: Prairie Operating Co. (the “Company”) hereby respectfully requests that the effective date of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.

As filed with the Securities and Exchange Commission on April 22, 2025

As filed with the Securities and Exchange Commission on April 22, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Amended and Restated Credit Agreement, dated as of March 26, 2025, by and among Prairie Operating Co., Citibank, N.A and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2025).

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 26, 2025 among PRAIRIE OPERATING CO., as the Borrower, CITIBANK, N.A., as Administrative Agent, and The Lenders Party Hereto CITIBANK, N.A., KEYBANC CAPITAL MARKETS INC., MUFG BANK, LTD., TRUIST SECURITIES, INC., UMB BANK, N.A. AND MACQUARIE BANK LIMITED as Joint Lead Arrangers and Bookrunners TABLE OF CONTENTS Page ARTICLE I DEF

Registration Rights Agreement, dated as of March 26, 2025, by and between Prairie Operating Co. and Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater Exploration & Production, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2025).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2025, among Prairie Operating Co., a Delaware corporation (the “Company”), and each of the several signatories hereto (each such signatory, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Purchase and Sale Agreement, dated Fe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi

Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025).

Exhibit 3.1 PRAIRIE OPERATING CO. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Gary Hanna and Edward Kovalik, do hereby certify that: 1. They are the President and Chief Executive Officer, respectively, of Prairie Operating Co., a Delaware corporation (the “

Form of Warrant to Purchase Shares of Common Stock of Prairie Operating Co. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025).

Exhibit 4.1 FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Warrant Shares: [●]1 Original Issuance Date:2 [●] THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi

148,250 Shares of Series F Convertible Preferred Stock Warrants to Purchase Shares of our Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 PROSPECTUS SUPPLEMENT (To Prospectus dated December 20, 2024) 148,250 Shares of Series F Convertible Preferred Stock Warrants to Purchase Shares of our Common Stock Prairie Operating Co. (the “Company,” “we,” “our” or “us”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “

8,555,555 Shares Prairie Operating Co. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 20, 2024) 8,555,555 Shares Prairie Operating Co. Common Stock Prairie Operating Co. (the “Company,” “we,” “our” or “us”) is offering 8,555,555 shares of our common stock, par value $0.01 per share (“Common Stock”). Our Common Stock is traded on the Nasdaq Capital Market (“NASDAQ”) under

Securities Purchase Agreement, dated as of March 24, 2025, by and among Prairie Operating Co. and each of the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025).

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2025, is by and among Prairie Operating Co., a Delaware cor

Underwriting Agreement, dated as of March 24, 2025, by and between Prairie Operating Co. and Citigroup Global Markets Inc., as representative of the several underwriters named therein.

Exhibit 1.1 Execution Prairie Operating Co. 8,555,555 Shares1 Common Stock ($0.01 par value) Underwriting Agreement New York, New York March 24, 2025 Citigroup Global Markets Inc. As representative of the several Underwriters named in Schedule II hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Prairie Operating Co., a corporation organi

Filing Fee Table.*

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES

Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES Certain aspects of the presentation of the results of operations of the Acquired Properties (as defined below) have been conformed for purposes of presenting comparable results. The following discussion and analysis of the results of operations of the Acquired Properties should be read in conjunct

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED March 24, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary pros

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, on February 6, 2025, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement (the “Bayswater PSA”) by and among the Company, certain of the Company’s subsidiaries and Bayswater Resources, LLC and affiliates (the “Bayswater Entities”) to acquire certain assets for a total consid

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2024 and 2023 Table of Contents

Exhibit 99.2 Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2024 and 2023 Table of Contents Page Independent Auditor’s Report 1 Financial Statements Combined Statement of Revenues and Direct Operating Expenses 3 Notes to Combined Statement of Revenues and Direct Operating Expenses 4 Supplemental Oil and Gas Information (Unaudited) 8

March 17, 2025

Exhibit 99.5 March 17, 2025 Mr. Bryan Freeman Executive Vice President, Operations Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Evaluation Summary - SEC Price Prairie Operating Co. Interests Total Proved Reserves Certain Properties in Weld Co., CO As of December 31, 2024 Pursuant to the Guidelines of the Securities and Exchange for Reporting Corporate Reserves and Future N

FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO.

Exhibit 99.3 FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Warrant Shares: [●]1 Original Issuance Date:2 [●] THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2025, is by and among Prairie Operating Co., a Delaware corporation with offices located at 55 Waugh Drive, Suite 400, Houston, TX 77007 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buy

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED March 24, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary pros

PRAIRIE OPERATING CO. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 99.2 PRAIRIE OPERATING CO. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Gary Hanna and Edward Kovalik, do hereby certify that: 1. They are the President and Chief Executive Officer, respectively, of Prairie Operating Co., a Delaware corporation (the

Amendment to Purchase and Sale Agreement, dated as of March 14, 2025, by and among Prairie Operating Co., Otter Holdings, LLC, Prairie SWD Co., LLC., Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater & Production, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 17, 2025).

Exhibit 10.1 Execution Version AMENDMENT to purchase AND SALE agreement This Amendment to purchase AND SALE agreement (this “Amendment”), is made and entered into as of March 14, 2025 (the “Effective Date”), by and among Bayswater Resources LLC, a Delaware limited liability company (“Bayswater Resources”); Bayswater Fund III-A, LLC, a Delaware limited liability company (“Bayswater Fund III-A”); Ba

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil

Prairie Operating Co. Announces the Promotion of Gregory S. Patton to Chief Financial Officer

Exhibit 99.1 Prairie Operating Co. Announces the Promotion of Gregory S. Patton to Chief Financial Officer HOUSTON, Texas, March 11, 2025 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”), today announced the promotion, effective April 1st, of Gregory S. Patton to Chief Financial Officer. Mr. Patton, who joined Prairie last year as Executive Vice President of Com

Insider Trading Policy.

Exhibit 19.1 PRAIRIE OPERATING CO. insider Trading Policy (Adopted as of June 15, 2023) This Insider Trading Policy (this “Policy”) provides guidance to directors, executive officers, and employees of Prairie Operating Co. (the “Company”) with respect to transactions in the Company’s securities (such as common stock, options to buy or sell common stock, warrants, convertible securities, and debt s

Report of Cawley, Gillespie & Associates, Inc., dated February 6, 2025, as to the reserves of Prairie Operating Co. as of December 31, 2024.

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41895 Prairie Operating

Exhibit 4.6

EXHIBIT 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of Prairie Operating Co. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act

List of Subsidiaries.

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction Otter Holdings, LLC Delaware Prairie Gathering I, LLC Delaware Prairie Operating Co., LLC Delaware Prairie Employee Benefit Pool, LLC Delaware Prairie Operating Holding Co., LLC Delaware Prairie Operating Employee Co., LLC Delaware Prairie SWD Co., LLC Delaware Creek Road Miners Corp. (fka Kick the Can Corp) Nevada Con TV LLC

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission

INFORMATION ABOUT NRO

Exhibit 99.6 INFORMATION ABOUT NRO Description of the Business Certain aspects of the presentation of the results of operations of Nickel Road Operating LLC, a Delaware limited liability company, and its subsidiaries (herein referred to collectively as “NRO”), have been conformed for purposes of presenting comparable results. For full historical financial statements of NRO for the periods presente

Prairie Operating Co. Announces Acquisition of DJ Basin Assets from Bayswater Exploration and Production for Approximately $600 Million

Exhibit 99.1 Prairie Operating Co. Announces Acquisition of DJ Basin Assets from Bayswater Exploration and Production for Approximately $600 Million ● Adds ~24,000 net acres in Weld County and ~26 mboepd of oil-weighted (69% liquids) net production ● Adds 77.9 MMboe and ~$1.1 Billion in Proved PV-10 value(1)(2) ● Attractive valuation, highly accretive across key cash flow metrics ● Significantly i

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 7, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary pros

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES

Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES Certain aspects of the presentation of the results of operations of the Acquired Properties (as defined below) have been conformed for purposes of presenting comparable results. The following discussion and analysis of the results of operations of the Acquired Properties should be read in conjunct

Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2023 and 2022 Table of Contents

Exhibit 99.2 Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2023 and 2022 Table of Contents Page Independent Auditor’s Report Financial Statements Combined Statement of Revenues and Direct Operating Expenses 4 Notes to Combined Statement of Revenues and Direct Operating Expenses 5 Supplemental Oil and Gas Information (Unaudited) 9 [

Purchase and Sale Agreement, dated as of February 6, 2025, by and between Prairie Operating Co., Otter Holdings, LLC, Prairie SWD Co., LLC, Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater Exploration & Production, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2025).

Exhibit 10.1 Execution Version Purchase and Sale Agreement between Bayswater Resources LLC Bayswater Fund III-A, LLC Bayswater Fund III-B, LLC Bayswater Fund IV-A, LP Bayswater Fund IV-B, LP Bayswater Fund IV-Annex, LP and Bayswater Exploration & Production, LLC as Sellers and Prairie Operating Co. as Buyer and Prairie Operating Co., LLC Otter Holdings, LLC Prairie SWD Co., LLC and Prairie Gatheri

Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Nine Months Ended September 30, 2024 and 2023 Table of Contents

Exhibit 99.3 Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Nine Months Ended September 30, 2024 and 2023 Table of Contents Page Independent Auditor’s Review Report Financial Statements Combined Statement of Revenues and Direct Operating Expenses 3 Notes to Combined Statement of Revenues and Direct Operating Expenses 4 [Plante & Moran, PLLC Letterhead] Inde

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”), and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for

Report of Cawley, Gillespie & Associates, Inc. Relating to the Estimated Pro Forma Reserves of the Company as of November 30, 2024.

Exhibit 99.8

Letter of Plante & Moran, PLLC regarding Unaudited Financial Information.

Exhibit 15.1 AUDITOR’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in Prairie Operating Co.’s (“Prairie”) Registration Statement No. 333-282730 on Form S-3 of our independent auditor’s review report dated February 6, 2025 related to our review of the combined statement of revenues and direct operating expenses of certain oil and natural gas properties of Bayswater Resources, LLC,

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 20, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Withdrawal of Acceleration Request Registration Statement on Form S-3, as amended (File No. 333-282730) Prairie O

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 20, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 (as amended) File No. 333-282730 Ladies and Gentlemen: O

Credit Agreement, dated December 16, 2024, by and among Prairie Operating Co., as borrower, Citibank, N.A., as administrative agent, and the financial institutions party thereto.

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of December 16, 2024 among PRAIRIE OPERATING CO., as the Borrower, CITIBANK, N.A., as Administrative Agent, and The Lenders Party Hereto CITIBANK, N.A. as Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS 1 Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Type

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 19, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 (as amended) File No. 333-282730 Ladies and Gentlemen: O

Amended and Restated Subordinated Note, dated as of December 16, 2024, by and among Prairie Operating Co., First Idea Ventures LLC and The Hideaway Entertainment LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2024).

Exhibit 10.2 Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDIN

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2024 Prairie Operating Co. (Exact Name of Registrant as Specified in Charter) Delaware 001-41895 98-0357690 (State or Other Jurisdiction of Incorporation) (Commission Fil

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 16, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 Filed December 10, 2024 File No. 333-282730 Ladies and G

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 10, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 1 to Registration Statement on Form S-3 Filed November 22, 2024 File No. 333-

As filed with the Securities and Exchange Commission on December 10, 2024

As filed with the Securities and Exchange Commission on December 10, 2024 Registration No.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”), and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction (Commission (IRS Employer of

Nickel Road Operating LLC and Subsidiaries As of September 30, 2024 and December 31, 2023 and for the Nine Months Ended September 30, 2024 and 2023

EXHIBIT 99.1 Nickel Road Operating LLC and Subsidiaries As of September 30, 2024 and December 31, 2023 and for the Nine Months Ended September 30, 2024 and 2023 Table of Contents Page Consolidated Financial Statements Consolidated Balance Sheets 1 Consolidated Statements of Operations 3 Consolidated Statements of Changes in Members’ Capital 4 Consolidated Statements of Cash Flows 5 Notes to Consol

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 November 22, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 Filed October 18, 2024 File No. 333-282730 Ladies and Ge

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.

As filed with the Securities and Exchange Commission on November 22, 2024

As filed with the Securities and Exchange Commission on November 22, 2024 Registration No.

Termination of Stockholders Agreement, dated November 15, 2024, by and among Prairie Operating Co., Bristol Capital Advisors, LLC, Paul L. Kessler, Gary C. Hanna and Edward Kovalik.

Exhibit 10.1 Termination of STOCKHOLDERS AGREEMENT This Termination of STOCKHOLDERS AGREEMENT (this “Termination”), dated as of November 15, 2024 (the “Effective Date”), is entered into by and among Prairie Operating Co., a Delaware corporation (the “Company”), Bristol Capital Advisors, LLC, a Delaware limited liability company (“Bristol”), Paul L. Kessler, an individual residing in the State of U

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 15, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation or organizat

Prairie Operating Co. Welcomes Energy Industry Veteran Richard N. Frommer to Its Board of Directors

Exhibit 99.1 Prairie Operating Co. Welcomes Energy Industry Veteran Richard N. Frommer to Its Board of Directors HOUSTON, Texas, November 21, 2024 (GLOBE NEWSWIRE) - Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”) today announced that Richard N. Frommer, former Chief Executive Officer of Great Western Petroleum, esteemed energy industry veteran, and current Prairie Advisory Board

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 (incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2024).

Exhibit 10.12 Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made effective as of September 30, 2024, by and among (i) BOKA Energy LP (“Assignor”); (ii) Rose Hill Holdings Limited, an Isle of Man company (“Rose Hill”), Anchorman Holdings Inc., a British Virgin Islands company (“Anchorman”), and Blackstem Forest, LLC, a Wyoming l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Ope

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2024 Prairie Operating Co. (Exact Name of Registrant as Specified in Charter) Delaware 001-41895 98-0357690 (State or Other Jurisdiction of Incorporation) (Commission File

As filed with the Securities and Exchange Commission on October 18, 2024

As filed with the Securities and Exchange Commission on October 18, 2024 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.

WIZD / Wizard Brands Inc / THRC Holdings, LP - SC 13G Passive Investment

SC 13G 1 d826166dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prairie Operating Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 97751C100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the app

JOINT FILING AGREEMENT

EX-99.1 2 d826166dex991.htm EX-99.1 CUSIP No. 97751C100 13G Page 9 of 9 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Prairie Operating Co., dated as of October 8, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of

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).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 30, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRAIRIE OPERATING CO., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually

Private Placement Presentation, July 2024.

Exhibit 99.3

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).

Exhibit 10.8 PRAIRIE OPERATING CO. NON-COMPENSATORY OPTION AGREEMENT To: Rose Hill Holdings Limited Date of Grant: September 30, 2024 Purchase Price: $3,000 Number of Shares: 300,000 Exercise Price per Share: $0.25 Expiration Date: August 31, 2027 This Prairie Operating Co. Non-Compensatory Option Agreement (this “Agreement” or this “Amendment”) is entered into between Prairie Operating Co., LLC,

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”), and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for

INFORMATION ABOUT NRO

Exhibit 99.8 INFORMATION ABOUT NRO Description of the Business Certain aspects of the presentation of NRO’s results of operations have been conformed for purposes of presenting comparable results. For full historical financial statements of NRO for the periods presented, please see the financial statements of NRO for the six months ended June 30, 2024 filed herewith, and for the year ended Decembe

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).

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 30, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRAIRIE OPERATING CO., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein indiv

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).

Exhibit 10.7 GLOBAL GUARANTY AGREEMENT This Global Guaranty Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 30, 2024, by Prairie Operating Co., LLC a Delaware corporation (“Prairie LLC”, together with any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of each “Notehold

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).

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

October 2, 2024

Exhibit 99.6 October 2, 2024 Mr. Bryan Freeman – Executive Vice President Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Evaluation Summary Prairie Operating Co. Interests Total Proved and Possible Undeveloped Reserves Certain Properties in Weld Co., CO As of June 30, 2024 Pursuant to the Guidelines of the Securities and Exchange for Reporting Corporate Reserves and Future N

Prairie Operating Co. (the “Company”) is providing an update to its previously described development plan in connection with the closing of the NRO Acquisition and the preparation of the combined reserve report as of June 30, 2024 (the “Combined Rese

Exhibit 99.4 Prairie Operating Co. (the “Company”) is providing an update to its previously described development plan in connection with the closing of the NRO Acquisition and the preparation of the combined reserve report as of June 30, 2024 (the “Combined Reserve Report”). This disclosure should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31,

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007

Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 October 4, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C., 20549 Re: Prairie Operating Co. Withdrawal of Registration Statement on Form S-1 File No. 333- 276998 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commissio

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2024 between Prairie Operating Co., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio

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).

Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED TO THE PRIOR

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).

Exhibit 10.9 Execution Version PRAIRIE OPERATING CO. NON-COMPENSATORY OPTION AGREEMENT To: Anchorman Holdings Inc. Date of Grant: September 30, 2024 Purchase Price: $2,000 Number of Shares: 200,000 Exercise Price per Share: $0.25 Expiration Date: August 31, 2027 This Prairie Operating Co. Non-Compensatory Option Agreement (this “Agreement” or this “Amendment”) is entered into between Prairie Opera

Nickel Road Operating LLC and Subsidiaries As of June 30, 2024 and December 31, 2023 and for the Six Months Ended June 30, 2024 and 2023

Exhibit 99.5 Nickel Road Operating LLC and Subsidiaries As of June 30, 2024 and December 31, 2023 and for the Six Months Ended June 30, 2024 and 2023 Table of Contents Page Consolidated Financial Statements Consolidated Balance Sheets 1 Consolidated Statements of Income 3 Consolidated Statements of Changes in Members’ Capital 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financia

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).

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2024, between Prairie Operating Co., a Delaware corporation (the “Company”), and each of the signatories hereto (each such party, a “Holder” and, collectively, the “Holders”). The initial Holders and any other party that may become a party hereto pursuant to

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).

Exhibit 10.3 GLOBAL GUARANTY AGREEMENT This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 30, 2024, by Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), and Prairie Operating Holding Co., LLC a Delaware limited liability company (“Prairie Holding,” and collectively with Prairie

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).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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).

Exhibit 10.10 PRAIRIE OPERATING CO. NON-COMPENSATORY OPTION AGREEMENT To: Blackstem Forest, LLC Date of Grant: September 30, 2024 Purchase Price: $3,000 Number of Shares: 300,000 Exercise Price per Share: $0.25 Expiration Date: August 31, 2027 This Prairie Operating Co. Non-Compensatory Option Agreement (this “Agreement” or this “Amendment”) is entered into between Prairie Operating Co., LLC, a De

Prairie Operating Co. Completes Acquisition of Oil-Weighted DJ Basin Assets from Nickel Road Operating

Exhibit 99.2 Prairie Operating Co. Completes Acquisition of Oil-Weighted DJ Basin Assets from Nickel Road Operating HOUSTON, Texas, October 2, 2024 (GLOBE NEWSWIRE) - Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”) today announced the closing of its previously announced $84.5 million acquisition of the oil-weighted assets of Nickel Road Operating, LLC (“NRO”), a portfolio company

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).

Exhibit 10.2 CONSENT AND AGREEMENT August 15, 2024 This Consent and Agreement (this “Agreement”) is dated as of August 15, 2024, by and between Prairie Operating Co., a Delaware corporation (the “Company”) and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (including its successors and assigns, the “Holder”). WHEREAS, the Holder is the holder of (i) 2,039,614 shares of common stock,

Other Events, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission F

Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock 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 August 20, 2024).

Exhibit 3.2 Certificate of Amendment of Certificate of Designation of Series D Convertible Preferred Stock of PRAIRIE OPERATING CO. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the “Amendment”) is dated as of August 19, 2024. WHEREAS, the board of directors (the “Board”) of P

Amendment to Asset Purchase Agreement, dated as of August 15, 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 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).

Exhibit 10.1 AMENDMENT to asset purchase agreement This Amendment to asset purchase agreement (this “Amendment”), is made and entered into as of August 15, 2024 (the “Effective Date”), by and among Nickel Road Development LLC, a Delaware limited liability company (“Seller”), Nickel Road Operating LLC, a Delaware limited liability company (“NR Operator”), and Prairie Operating Co., a Delaware corpo

Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock of Prairie Operating Co. (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024).

Exhibit 3.3 Certificate of Amendment of Certificate of Designation of Series E Convertible Preferred Stock of PRAIRIE OPERATING CO. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock (the “Amendment”) is dated as of August 19, 2024. WHEREAS, the board of directors (the “Board”) of P

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).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRAIRIE OPERATING CO. Prairie Operating Co. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation (formerly known

Consent and Agreement, dated August 15, 2024, by and among Prairie Operating Co. and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust.

EX-1 2 ex1.htm Exhibit 1 CONSENT AND AGREEMENT August 15, 2024 This Consent and Agreement (this “Agreement”) is dated as of August 15, 2024, by and between Prairie Operating Co., a Delaware corporation (the “Company”) and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (including its successors and assigns, the “Holder”). WHEREAS, the Holder is the holder of (i) 2,039,614 shares of co

PROP / Prairie Operating Co. / Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Prairie Operating Co. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 739650109 (CUSIP Number) Gregory K. O’Neill Level 27, 60 City Road Southbank Melbourne, Australia + 61 3 9694 3000 (Name, Address

Form of Performance Unit Agreement (2024).

Exhibit 10.2 PERFORMANCE UNIT AWARD AGREEMENT 2024 Amended & restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of [●] (the “Date of Grant”), by Prairie Operating Co., a Delaware corporation (“Company”), to [·] (“Employee”). 1. Award. Company hereby grants Employee an award (this “Award”) of an aggregate of [·

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-33383 Prairie Operatin

2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2024).

Exhibit 10.1 2024 Amended & Restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN Effective as of June 5, 2024 1. Purpose. The purpose of the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Prairie Operating Co., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified person

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 5, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission File

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 May 24, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Form 10-K/A for the Fiscal Year Ended December 31, 2023 Filed March 20, 2024 File No. 001-418

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-33383 Prairie Operati

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 May 10, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Form 10-K/A for the Fiscal Year Ended December 31, 2023 Filed March 20, 2024 File No. 001-418

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 April 26, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Form 10-K/A for the Fiscal Year Ended December 31, 2023 Filed March 20, 2024 File No. 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Calculation of Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) Prairie Operating Co. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Pric

2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan.

Exhibit 99.1 2024 Amended & Restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN Effective as of June 5, 2024 1. Purpose. The purpose of the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Prairie Operating Co., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified person

As filed with the Securities and Exchange Commission on April 23, 2024

As filed with the Securities and Exchange Commission on April 23, 2024 Registration No.

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil

PROP / Prairie Operating Co. / BRISTOL INVESTMENT FUND LTD Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name,

Report of Cawley, Gillespie & Associates, Inc., dated January 4, 2024, as to the reserves of Nickel Road Operating LLC as of December 31, 2023 (incorporated by reference to Exhibit 99.2 of the Company’s Amendment No. 2 to the Registration Statement on Form S-1/A, filed with the SEC on April 9, 2024).

Exhibit 99.2

Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Central Weld Assets as of January 31, 2024.

Exhibit 99.4

Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Gary Hanna.

Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and GARY HANNA (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes and

Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Bryan Freeman.

Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Bryan Freeman (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes

As filed with the Securities and Exchange Commission on April 8, 2024

As filed with the Securities and Exchange Commission on April 8, 2024 Registration No.

Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Initial Genesis Assets as of December 31, 2023

Exhibit 99.1

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporatio

Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Daniel T. Sweeney.

Exhibit 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and DANIEL T. SWEENEY (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and superse

Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Genesis Bolt-on Assets as of January 31, 2024.

Exhibit 99.5

Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Edward Kovalik.

Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Edward Kovalik (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”) and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for t

Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Initial Genesis Assets as of January 31, 2024.

Exhibit 99.3

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil

Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Craig Owen.

Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and CRAIG OWEN (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4189

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi

Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Initial Genesis Assets as of January 31, 2024.

Exhibit 99.3

Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Central Weld Assets as of January 31, 2024.

Exhibit 99.4

Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Genesis Bolt-on Assets as of January 31, 2024.

Exhibit 99.5

As filed with the Securities and Exchange Commission on March 19, 2024

As filed with the Securities and Exchange Commission on March 19, 2024 Registration No.

Amendment and Waiver of Exercise Limitations Letter Agreement, dated as of November 13, 2023, by and between the Issuer and the Family Trust (incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 19, 2024).

Exhibit 4.6 November 13, 2023 In re: Common Stock Purchase Warrants – Amendment and Waiver of Exercise Limitations Ladies and Gentlemen: Reference is made to the (1) A Common Stock Purchase Warrant, dated May 3, 2023, by and between Prairie Operating Co., a Delaware corporation (the “Company”), and the signatory to this letter agreement (the “Holder,” and such warrant, the “May A Warrant”), (2) B

PROP / Prairie Operating Co. / BRISTOL INVESTMENT FUND LTD Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name,

Report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of Prairie Operating Co. as of December 31, 2023.

Exhibit 99.1

Exhibit 4.5

EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of Prairie Operating Co. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporati

Clawback Policy.

Exhibit 97.1 Prairie Operating Co. Clawback Policy (this “Policy”) Adopted by the Board of Directors (the “Board”) of Prairie Operating Co. (the “Company”) on November 8, 2023. 1. Recoupment. If the Company is required to prepare a Restatement, the Board shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. This

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”) and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for t

Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2023 and 2022

Exhibit 99.2 Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2023 and 2022 Table of Contents Page Report of Independent Auditors 1 Consolidated Financial Statements 3 Consolidated Balance Sheets 4 Consolidated Statements of Income 6 Consolidated Statements of Changes in Members’ Capital 7 Consolidated Statements of Cash F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41895 Prairie Operating

Report of Cawley, Gillespie & Associates, Inc., dated January 4, 2024, as to the reserves of Nickel Road Operating LLC as of December 31, 2023.

Exhibit 99.1

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission

Report of Cawley, Gillespie & Associates, Inc. dated January 11, 2024, as to pro forma reserves of Prairie Operating Co. as of February 1, 2024 (incorporated by reference to Exhibit 99.3 of the Company’s Amendment to its Current Report on Form 8-K/A, filed with the SEC on February 9, 2024).

Exhibit 99.3

Report of Cawley, Gillespie & Associates, Inc., dated November 6, 2023, as to the reserves of Nickel Road Operating LLC as of December 31, 2022.

Exhibit 99.4

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorpora

Report of Cawley, Gillespie & Associates, Inc., dated January 26, 2024, as to reserves of Prairie Operating Co. as of February 1, 2024 (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-1, filed with the SEC on February 9, 2024).

Exhibit 99.3

Nickel Road Operating LLC and Subsidiaries Consolidated Balance Sheets September 30, 2023 and 2022

Exhibit 99.2 Table of Contents Page Consolidated Financial Statements 1 Consolidated Balance Sheets 2 Consolidated Statements of Income 4 Consolidated Statements of Changes in Members’ Capital 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 Consolidated Financial Statements 1 Nickel Road Operating LLC and Subsidiaries Consolidated Balance Sheets September 30,

As filed with the Securities and Exchange Commission on February 9, 2024

As filed with the Securities and Exchange Commission on February 9, 2024 Registration No.

Filing fee table (incorporated by reference to Exhibit 107 of the Company’s Registration Statement on Form S-1, filed with the SEC on February 9, 2024).

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Prairie Operating Co.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”) and Prairie Operating Co., LLC (“Prairie LLC”), to acquire the assets of NRO for total

Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2022 and 2021

Exhibit 99.1 Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2022 and 2021 Table of Contents Page Report of Independent Auditors 1 Consolidated Financial Statements 3 Consolidated Balance Sheets 4 Consolidated Statements of Income 6 Consolidated Statements of Changes in Members’ Capital 7 Consolidated Statements of Cash F

Prairie Operating Co. Expands Core Asset Base Adds 1,280 Acre DSU and 2.6 MMBoe to Existing Denver Julesburg (“DJ”) Basin Portfolio 8 Drill Ready Permitted PUDs with Proven PV10 of ~ $40MM

Exhibit 99.1 Prairie Operating Co. Expands Core Asset Base Adds 1,280 Acre DSU and 2.6 MMBoe to Existing Denver Julesburg (“DJ”) Basin Portfolio 8 Drill Ready Permitted PUDs with Proven PV10 of ~ $40MM HOUSTON, TX, February 5, 2024 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP; the “Company” or “Prairie”) today announced that it has acquired a 1,280 acre drillable spacing unit (“DSU”) and

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorpora

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On January 23, 2024, pursuant to an asset purchase agreement (the “Purchase Agreement”), by and between Prairie Operating Co. (the “Company”) and Matthew Austin Lerman (“Buyer”), the Company sold all of its cryptocurrency miners (the “Mining Equipment”) to Buyer (the “Asset Sale”) for consideration consisting of (i) $1.0 mil

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission

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).

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated as of January 23, 2024 is entered into between Prairie Operating Co., a Delaware corporation (“Seller”), and Matthew Austin Lerman, an individual residing in the State of California (“Buyer” and, together with Seller, each a “Party” and collectively the “Parties”). Capitalized terms used in this Agreement h

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).

Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG NICKEL ROAD DEVELOPMENT LLC, AS SELLER, AND NICKEL ROAD OPERATING LLC, AS NR OPERATOR, AND PRAIRIE OPERATING CO., AS PURCHASER, AND PRAIRIE OPERATING CO., LLC, AS PURCHASER OPERATOR DATED JANUARY 11, 2024 TABLE OF CONTENTS Page ARTICLE I TERMS OF THE TRANSACTION 1 Section 1.1 Agreement to Purchase and Sell Assets 1 Section 1.2 Purchase Price 3 Sect

Investor Presentation, dated January 11, 2024.

Exhibit 99.2

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission

Prairie Operating Announces Acquisition of Producing E&P Assets Transaction Expected to be Immediately Accretive to Key Financial Metrics Adds 3,370 Boepd, Proven PV10 of over $250MM, and 62 Permitted PUDs to Existing Denver Julesburg (“DJ”) Basin Po

Exhibit 99.1 Prairie Operating Announces Acquisition of Producing E&P Assets Transaction Expected to be Immediately Accretive to Key Financial Metrics Adds 3,370 Boepd, Proven PV10 of over $250MM, and 62 Permitted PUDs to Existing Denver Julesburg (“DJ”) Basin Portfolio HOUSTON, TX, January 11, 2024 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP; the “Company” or “Prairie”) today announced

WIZD / Wizard Brands Inc / BRISTOL INVESTMENT FUND LTD Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name, Address and Telephone Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PRAIRIE OPERATING CO. (Exact Name of Registrant as Specified in its Charter) Delaware 98-0357690 (State or other jurisdiction of Incorporation or Organization) (IRS Employer Identification No.) 6

As filed with the Securities and Exchange Commission on December 5, 2023

As filed with the Securities and Exchange Commission on December 5, 2023 Registration No.

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 December 5, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-1 (as amended) File No. 333-272743 Ladies and Gentlemen: On behalf o

Amendment and Waiver of Exercise Limitations Letter Agreement, dated as of November 13, 2023, by and between the Issuer and the Family Trust.

EX-12 3 ex12.htm Exhibit 12 November 13, 2023 In re: Common Stock Purchase Warrants – Amendment and Waiver of Exercise Limitations Ladies and Gentlemen: Reference is made to the (1) A Common Stock Purchase Warrant, dated May 3, 2023, by and between Prairie Operating Co., a Delaware corporation (the “Company”), and the signatory to this letter agreement (the “Holder,” and such warrant, the “May A W

Joint Filing Agreement, dated November 21, 2023, by and among the Family Trust, Narrogal Nominees and Mr. O’Neill.

EX-1 2 ex1.htm Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D and any amendment thereto with respect to the Common Stock beneficially owned by each of them of Prairie Operating Co. Thi

WIZD / Wizard Brands Inc / Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Prairie Operating Co. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 739650109 (CUSIP Number) Gregory K. O’Neill Level 27, 60 City Road Southbank Melbourne, Australia + 61 3 9694 3000 (Name, Address an

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission

Business

Exhibit 99.1 Business Background On May 3, 2023, the Company completed its previously announced Merger with Prairie LLC pursuant to the terms of the Merger Agreement, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. Upon consumm

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated, defined terms included below shall have the same meaning as terms defined and included elsewhere in the prospectus included in the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on November 17, 2023 (as supplemented or amended from time to time, the

As filed with the Securities and Exchange Commission on November 17, 2023

As filed with the Securities and Exchange Commission on November 17, 2023 Registration No.

Risk Factors

Exhibit 99.2 Risk Factors Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein, the risks set forth in our Annual Report on Form 10-K, filed with SEC on March 31, 2023

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 November 17, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 5 to Registration Statement on Form S-1 Filed November 6, 2023 File No. 333-272743 Lad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-33383 Prairie Ope

WIZD / Wizard Brands Inc / KAUFMAN SCOTT D - PRAIRIE OPERATING CO. SCH 13G Passive Investment

SC 13G 1 prairiesc13g.htm PRAIRIE OPERATING CO. SCH 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PRAIRIE OPERATING CO. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Sean M. McAvoy 13100 Wortham Center Drive Third Floor #3119 Houston, TX 77065 Tel: 415-342-4379 (Name, Addres

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission

Business

Exhibit 99.1 Business Background On May 3, 2023, the Company completed its previously announced Merger with Prairie LLC pursuant to the terms of the Merger Agreement, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. Upon consumm

As filed with the Securities and Exchange Commission on November 3, 2023

As filed with the Securities and Exchange Commission on November 3, 2023 Registration No.

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 November 3, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 4 to Registration Statement on Form S-1 Filed October 24, 2023 File No. 333-272743 Ladi

Risk Factors

Exhibit 99.2 Risk Factors Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein, the risks set forth in our Annual Report on Form 10-K, filed with SEC on March 31, 2023

Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Information Unless otherwise indicated, defined terms included below shall have the same meaning as terms defined and included elsewhere in the prospectus. The Company is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Merger, PIPE and Exok Trans

Business

Exhibit 99.1 Business Background On May 3, 2023, the Company completed its previously announced Merger with Prairie LLC pursuant to the terms of the Merger Agreement, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. Upon consumm

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Prairie Operating Co.

Form of Restricted Stock Unit Award Agreement (for Employees) (incorporated by reference to Exhibit 10.26 of the Company’s Amendment No. 4 to Form S-1, filed with the SEC on October 24, 2023).

Exhibit 10.26 RESTRICTED STOCK UNIT AWARD AGREEMENT Amended & restated PRAIRIE OPERATING CO. LONG TERM INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of the [●] day of [●], [●] (the “Date of Grant”), by Prairie Operating Co., a Delaware corporation (“Company”), to [●] (“Employee”). 1. Award. Company hereby grants Employee an award (this “Awa

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 October 24, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 3 to Registration Statement on Form S-1 Filed September 5, 2023 File No. 333-272743 Lad

Form of Restricted Stock Unit Award Agreement (for Non-Employee Directors and Consultants) (incorporated by reference to Exhibit 10.25 of the Company’s Amendment No. 4 to Form S-1, filed with the SEC on October 24, 2023).

Exhibit 10.25 RESTRICTED STOCK UNIT AWARD AGREEMENT Amended & restated PRAIRIE OPERATING CO. LONG TERM INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of [●], 20 (the “Date of Grant”), by Prairie Operating Co., a Delaware corporation (the “Company”), to [●] (“Grantee”). Capitalized terms used in this Agreement that are not defined below or in

Amended & Restated Prairie Operating Co. Long-Term Incentive Plan, effective as of August 25, 2023 (incorporated by reference to Exhibit 10.24 of the Company’s Amendment No. 4 to Form S-1, filed with the SEC on October 24, 2023).

Exhibit 10.24 Amended & Restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN Effective as of August 25, 2023 1. Purpose. The purpose of the Amended & Restated Prairie Operating Co. Long Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Prairie Operating Co., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified persons as e

As filed with the Securities and Exchange Commission on October 24, 2023

As filed with the Securities and Exchange Commission on October 24, 2023 Registration No.

Form of Amended and Restated Employment Agreement (President and CEO) (incorporated by reference to Exhibit 10.18 of the Company’s Amendment No. 4 to Form S-1, filed with the SEC on October 24, 2023).

Exhibit 10.18 [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT This [Amended and Restated] Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and [] (“Executive”), effective as of [] (the “Effective Date”)[, and evidences the assignment to the Company of, and supersedes and replaces in its

Form of Amended and Restated Employment Agreement (Other Executive Officers) (incorporated by reference to Exhibit 10.19 of the Company’s Amendment No. 4 to Form S-1, filed with the SEC on October 24, 2023).

Exhibit 10.19 [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT This [Amended and Restated] Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and [] (“Executive”), effective as of [] (the “Effective Date”)[, and evidences the assignment to the Company of, and supersedes and replaces in its

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission

Prairie Operating Co. Announces Effective Date of Reverse Stock Split, Corporate Name Change and Stock Symbol Change

Exhibit 99.1 Prairie Operating Co. Announces Effective Date of Reverse Stock Split, Corporate Name Change and Stock Symbol Change HOUSTON, TX, Oct. 16, 2023 (GLOBE NEWSWIRE) — Prairie Operating Co. (OTCQB: CRKR; the “Company” or “Prairie”) today announced that on October 12, 2023, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRAIRIE OPERATING CO. Prairie Operating Co. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify: FIRST: The Amended and Restated Certificate of Incorporation is hereby amended by deleting the text of the f

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2023).

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRAIRIE OPERATING CO. Prairie Operating Co. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission

WIZD / Wizard Brands Inc / BRISTOL INVESTMENT FUND LTD Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 97751C100 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name,

WIZD / Wizard Brands Inc / BRISTOL INVESTMENT FUND LTD Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 97751C100 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name, Address and Telephone Numb

WIZD / Wizard Brands Inc / Wallis James W. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Prairie Operating Co. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 97751C100 (CUSIP Number) August 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Prairie Operating Co. Submits Initial Permit Application with the Colorado Energy & Carbon Management Commission

Exhibit 99.1 Prairie Operating Co. Submits Initial Permit Application with the Colorado Energy & Carbon Management Commission HOUSTON, TX / September 18, 2023 / Prairie Operating Co. (OTCQB: CRKR; the “Company”), is pleased to announce that it has submitted its initial permit application with the Colorado Energy and Carbon Management Commission (ECMC) for the Genesis Oil & Gas Development Plan (OG

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commissio

WIZD / Wizard Brands Inc / BRISTOL INVESTMENT FUND LTD Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 97751C100 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name, Address and Telephone Numb

Risk Factors

Exhibit 99.1 Risk Factors Unless otherwise specified, capitalized terms used herein but not defined herein have the meanings given to such terms in the Company’s registration statement on Form S-1, as amended (File No. 333-272743), initially filed with the U.S. Securities and Exchange Commission on June 16, 2023 (the “Registration Statement”). Investing in our securities involves risks. Before you

Business

Exhibit 99.2 Business Unless otherwise specified, capitalized terms used herein but not defined herein have the meanings given to such terms in the Company’s registration statement on Form S-1, as amended (File No. 333-272743), initially filed with the U.S. Securities and Exchange Commission on June 16, 2023 (the “Registration Statement”). Background On May 3, 2023, the Company completed its previ

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 September 5, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 2 to Registration Statement on Form S-1 Filed August 25, 2023 File No. 333-272743 Ladi

As filed with the Securities and Exchange Commission on September 5, 2023

As filed with the Securities and Exchange Commission on September 5, 2023 Registration No.

Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission F

Non-Compensatory Option Purchase Agreement, dated as of August 30, 2023, by and among Prairie Operating Co., Gary C. Hanna, Edward Kovalik, Bristol Capital, LLC and Georgina Asset Management, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2023).

Exhibit 10.1 Execution Version NON-COMPENSATORY OPTION PURCHASE AGREEMENT This NON-COMPENSATORY OPTION PURCHASE AGREEMENT (this “Agreement”) is made as of August 30, 2023 (the “Effective Date”), by and among Gary C. Hanna, an individual (“Hanna”), Edward Kovalik, an individual (“Kovalik”), Bristol Capital, LLC (“Bristol” and together with Hanna and Kovalik, the “Sellers” and each individually, a “

Report of Collarini Energy Experts, dated August 15, 2023, for possible reserves as of August 1, 2023.

Exhibit 99.1 U)LLARINI: Collarini Energy Experts Houston, Texas 77077 Tel. 985-789-0872 www.collarini.com .. Prairie Operating Co., LLC 602 Sawyer Street, Suite 710 Houston, Texas 77007 Attn: Mr. Bryan Freeman, EVP of Operations August 15, 2023 Re: DJ Basin Acquisition Evaluation Gentlemen: At your request, we have reviewed the technical, commercial, and other data provided by Prairie Operating Co

Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Information Unless otherwise specified, capitalized terms used herein but not defined herein have the meanings given to such terms in the Company’s registration statement on Form S-1, as amended, initially filed with the U.S Securities and Exchange Commission on June 16, 2023 (the “Registration Statement”). The Company is providing the

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007

Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 August 24, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 1 to Registration Statement on Form S-1 Filed July 27, 2023 File No. 333-272743 Ladies a

Risk Factors

Exhibit 99.1 Risk Factors Unless otherwise specified, capitalized terms used herein but not defined herein have the meanings given to such terms in the Company’s registration statement on Form S-1, as amended (File No. 333-272743), initially filed with the U.S. Securities and Exchange Commission on June 16, 2023 (the “Registration Statement”). Investing in our securities involves risks. Before you

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission F

Business

Exhibit 99.2 Business Unless otherwise specified, capitalized terms used herein but not defined herein have the meanings given to such terms in the Company’s registration statement on Form S-1, as amended (File No. 333-272743), initially filed with the U.S. Securities and Exchange Commission on June 16, 2023 (the “Registration Statement”). Background On May 3, 2023, the Company completed its previ

As filed with the Securities and Exchange Commission on August 24, 2023

As filed with the Securities and Exchange Commission on August 24, 2023 Registration No.

NGL

Exhibit 99.4 U)LLARINI: Collarini Energy Experts Houston, Texas 77077 Tel. 985-789-0872 www.collarini.com .. Prairie Operating Co., LLC 602 Sawyer Street, Suite 710 Houston, Texas 77007 Attn: Mr. Bryan Freeman, EVP of Operations August 15, 2023 Re: DJ Basin Acquisition Evaluation Gentlemen: At your request, we have reviewed the technical, commercial, and other data provided by Prairie Operating Co

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Prairie Operating Co.

Prairie Operating Co. Announces Possible Reserves of ~285.3 MMBoe with a PV10 Value of ~$2.4 Billion

Exhibit 99.1 Prairie Operating Co. Announces Possible Reserves of ~285.3 MMBoe with a PV10 Value of ~$2.4 Billion HOUSTON, TX / August 21, 2023 / Prairie Operating Co. (OTCQB: CRKR; the “Company”), is pleased to announce the results of a comprehensive independent third-party evaluation of its non-producing position in Weld County, Colorado. The reserve report reflects the quality and scale of the

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission F

Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, dated as of August 15, 2023, from Prairie Operating Co., as mortgagor, to Gregory O’Neill, as trustee, for the benefit of Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (incorporated by reference to Exhibit 10.4 of the amendment to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2023).

Exhibit 10.4 WHEN RECORDED OR FILED, PLEASE RETURN TO: Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3900 Dallas, Texas 75201 Attention: Shannon Spainhour Space above for County Clerk’s Use DEED OF TRUST, MORTGAGE, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT FROM PRAIRIE OPERATING CO., LLC, as Mortgagor TO GREGORY O’NEILL, as Trustee FOR THE B

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).

Exhibit 3.1 PRAIRIE OPERATING CO. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW The undersigned, Gary Hanna and Edward Kovalik, do hereby certify that: 1. They are the President and Chief Executive Officer, respectively, of Prairie Operating Co., a Delaware corporation (the “

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission