Circle Energy, Inc./NV

The Company’s leasehold interests represent real property rights under Texas law, including drilling rights, working interests, and associated development rights. These interests constitute operating oil and gas assets typical of exploration-stage independent producers and are not passive investment assets. The Company is obligated under its farmout agreement to drill wells within specified timeframes in order to retain its acreage position.

Reserves

As of December 31, 2025, the Company had no proved oil or natural gas reserves as defined under Rule 4-10(a) of Regulation S-X.

The Company has not completed an independent reserve evaluation of its acreage and has not classified any reserves as proved or probable. Accordingly, the Company has not prepared estimates of reserves or future net cash flows attributable to reserves.

Acreage

The following table summarizes gross and net developed and undeveloped acreage as of December 31, 2025 by region. Net acreage represents the Company’s proportionate ownership interest in gross acreage. Acreage in which our interest is limited to royalty and overriding royalty interests is excluded.

Developed Acreage · Undeveloped Acreage · Total Acreage

Gross · Net · Gross · Net · Gross · Net

Central Basin Platform · - · - · 80 · 60 · 80 · 60

Total · - · - · 80 · 60 · 80 · 60

As of December 31, 2025, all of the Company’s acreage is classified as undeveloped. The Company has no developed acreage and no producing wells.

Leases of undeveloped acreage generally expire at the end of their respective primary terms unless production has been established prior to expiration of such primary term. If production is established, the lease typically remains in effect for so long as production continues in paying quantities, commonly referred to in the industry as “Held-By-Production” or “HBP.” In addition, leases may contain drilling or other development commitments, and failure to satisfy such commitments, if applicable, may result in termination or expiration of the lease in accordance with its terms.

The following table sets forth the gross and net undeveloped acreage, as of December 31, 2025, that is scheduled to expire over the next two years unless (i) drilling requirements are satisfied, or (ii) the lease is renewed or extended prior to its expiration date:

Gross · Net

Total · 80 · 60

Wells

As of December 31, 2025, the Company had no producing wells and no wells in the process of drilling or completion.

Drilling Activity

The Company did not drill any exploratory or development wells during the year ended December 31, 2025.

Present Activities

The Company’s current activities are limited to evaluating its leasehold acreage, conducting geological review, and assessing potential drilling opportunities. The Company has not adopted a formal development plan and has not scheduled drilling activities.

Future development activities are subject to the availability of capital, commodity prices, regulatory approvals, and other economic factors.

Delivery Commitments

As of December 31, 2025, the Company had no delivery commitments for oil or natural gas.

Title to Properties

The Company generally conducts customary due diligence, including a preliminary review of title, in connection with the acquisition of oil and natural gas leasehold interests. Prior to the commencement of drilling operations on any acreage, the Company would expect to conduct a more comprehensive title examination and address any material defects identified at that time.

The Company believes that title to its leasehold properties is satisfactory in accordance with standards generally accepted in the oil and natural gas industry, subject to customary exceptions and encumbrances that do not, in the aggregate, materially interfere with the use of the properties for their intended purpose.

Certain of the Company’s interests may be held of record by third parties pursuant to lease assignments, participation agreements, or other contractual arrangements customary in the industry. Under such agreements, the Company generally has rights to its proportionate share of production and revenues and, where applicable, the right to have its interests placed of record.

The Company’s leasehold interests are generally subject to royalty interests, overriding royalty interests, working interests, liens incident to operating agreements, current taxes, and other burdens customary in the oil and natural gas industry, as well as minor encumbrances, easements, and restrictions. The Company does not believe that any such burdens materially impair the value or use of its properties.

Other Properties and Commitments

Messrs. Rochford and Broaddrick work from home offices at no cost to the Company. We also maintain executive office-sharing space at nominal cost to the Company.

• Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve additional risks and uncertainties in their application if compared to conventional drilling.
• We may incur substantial losses and be subject to substantial liability claims as a result of any oil and natural gas operations.
• Environmental, climate-related, and other regulatory requirements could increase costs, delay operations, or limit development.
• Competition is intense in the oil and natural gas industry.
• Risks Related to Management and Strategy
• Our management has limited time and resources and may have conflicts of interest, which could delay execution of our plans and harm our business.
• If our assessments of purchased properties are materially inaccurate, it could have a significant impact on future operations and earnings.
• We rely on information technology systems and third-party service providers, and cybersecurity incidents could disrupt our operations or impair our ability to comply with reporting obligations.
• Risks Related to Our Common Stock and Corporate Structure
• We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
• Our principal stockholders hold a controlling interest in our common stock and can significantly influence corporate actions.
• Provisions in Nevada law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.
• The market price of our common stock may be volatile, which could cause the value of your investment to decline.
• We have no current plans to pay dividends on our common stock.
• The loss of key members of management or failure to attract and retain other highly qualified personnel could, in the future, affect the Company’s business results.
• Risks Relating to the Oil and Natural Gas Industry
• Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities.
• Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.
• Risks Relating to Legal, Regulatory, Privacy and Tax Matters
• Legislative and regulatory initiatives related to global warming and climate change could have an adverse effect on our operations and the demand for oil and natural gas.
• Oil and gas companies are subject to complex laws that can affect the cost, manner or feasibility of doing business.
• Our operations may incur substantial liabilities to comply with the environmental laws and regulations.
• Our proposed operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which we may conduct oil and natural gas exploration and production activities, and reduce demand for the oil and natural gas we produce.
• Risks Relating to Our Capital Structure
• We may be unable to access the equity or debt capital markets to meet our obligations.
• We are an “emerging growth company,” and will be able to take advantage of reduced disclosure requirements applicable to these companies, which could make our common stock less attractive to investors.