OKMIN RESOURCES, INC.

Oil and Gas Properties

The Company’s interests in lease holdings are all within the Cherokee Platform, a geological feature underlying an area of northeastern Oklahoma and southeastern Kansas in the mid-continent region of the United States. The Cherokee Platform has been an established oil producing region for the last century.

Oklahoma – Blackrock Joint Venture

In February 2021, Okmin entered into a Joint Venture Agreement and Operating Agreement committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”) was the Operator of the project, handling the day-to-day operations on the ground. Pursuant to a further agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across 739 acres to its joint venture with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres.

The Company, through its joint venture partner Blackrock, put considerable effort into reworking and rehabilitating these leases. The land owner royalties on these leases derived from gross revenue production varies from 12.5% to 23.5%. State production tax on oil sales is 7%. In the fiscal year ended June 30, 2026, the Company’s share of revenues from oil and gas sales from the Blackrock Joint Venture totaled $1,268 and lease operating costs were $1,591.

The property has been negatively affected by persistent infrastructure issues, nearly stagnant oil prices, and increasing operating costs. In August 2025, the Company entered into an agreement with Blackrock to exchange its 50% working interest in the Blackrock Joint Venture for $25,000 and an additional 45% interest in the joint venture for the Pushmataha Gas Field. As a result of this transaction, the Company has disposed of its entire interest in the Blackrock Joint Venture.

Kansas

In July 2021, the Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC, entered into an agreement to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells on the lease. In the fiscal year ended June 30, 2026 lease operating expenses recorded for the Vitt were $3,825. To date, the Company’s aggregate additional capital and lease operating expenditures on the lease are approximately $112,400. The lease covers 160 acres and includes eleven existing oil and gas wells and four water injection wells.

The Company had entered into an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC (“Petron”), pursuant to which Petron will handle the reworking of the existing wells and other day to day operations at the lease. Under the operating agreement, the company fulfilled its commitment for expenditures to rework the existing wells and to cover operator costs and expenses of at least $50,000. Under the agreement, J & S McCoy Enterprises and Earnest Ashlock, the principal of Petron, together retained a 15% Net Revenue Interest in the Vitt Lease. Upon the lease becoming fully operational, it is anticipated that the parties will contribute capital costs in accordance with their percentage working interest, of which Okmin’s working interest is 85.8571428571%. The remaining 12.5% Net Revenue Interest of the lease reverts back to the landowners. During the 4th quarter of fiscal 2026, Petron notified the Company that its operator’s license has expired and is not presently up for renewal, but they are currently in discussions with other licensed operators to assume operation of the lease. Additionally, due to a lack of ongoing production over the past year, there is a risk of the lease lapsing, as such we have written off the entire capital value of this project, though are still exploring ways to continue developing the property.

This lease currently has fifteen wells on site. Nine oil and gas wells, two idle wells that require further evaluation, and four injection wells. These are shallow wells drilled down to the Bartlesville zone at a depth of 525 feet. The operator conducted some work on the wells in 2023, including rebuilding the downhole pumps, though the wells are not currently operating.

One of the injection wells onsite remains idle. The Vitt lease is equipped with pump jacks, oil and water tanks and other equipment. Since we acquired the lease a nominal amount of oil has been sold from it. Revenues were $Nil in the last fiscal year ended June 30, 2026, and $354 in the fiscal year ended June 30, 2025.

Pushmataha County – South East Oklahoma

• Unanticipated costs could require new capital that may not be available.
• Shortages of equipment, services and qualified personnel could reduce our cash flow and adversely affect results of operations.
• Competition may limit our opportunities in the oil and natural gas business.
• The Company’s properties are concentrated in one geographic area.
• If our access to oil and natural gas markets is restricted, it could negatively impact our production and revenues.
• Many of our joint operating agreements contain provisions that may be subject to legal interpretation, including allocation of non-consent interests, complex payout calculations that impact the timing of reversionary interests, and the impact of joint interest audits.
• Certain U.S. federal income tax deductions currently available with respect to oil and natural gas drilling and development may be eliminated as a result of future legislation.
• We may purchase interests in oil and natural gas properties with liabilities or risks that we did not know about or that we did not assess correctly, and, as a result, we could be subject to liabilities that could adversely affect our results of operations.
• Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations.
• Negative public perception regarding us and/or our industry could have an adverse effect on our operations.
• Risks Related to Governmental Regulations
• Oil and natural gas operations are subject to environmental, legislative and regulatory initiatives that can materially adversely affect the timing and cost of operations and the demand for crude oil and natural gas.
• Our ability to produce crude oil, natural gas, and associated liquids economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our drilling operations and/or completions or are unable to dispose of or recycle the water we use at a reasonable cost and in accordance with applicable environmental rules.
• Risks related to the Company
• The Company’s auditors have expressed a “Going Concern” opinion.
• We depend significantly upon the continued involvement of our present management.
• Our Directors together have majority voting control over the Company which limits the ability of other common shareholders to choose management and influence corporate matters.
• The Company’s principal officer and director may be subject to conflicts of interest.
• The Company may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.
• Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for the Company to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of its common stock.
• We have not voluntary implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflict of interest and similar matters.
• If the Company fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results or detect fraud. Consequently, investors could lose confidence in the Company’s financial reporting and this may decrease the trading price of its stock.
• Insurance may be insufficient to cover future liabilities.
• We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration.
• Risks Associated with our Securities
• Our common stock has been approved for trading on the OTCQB, but trading volume in our common stock has been limited, and there is no assurance that an active market will develop.
• Securities which are traded on OTC Markets may not provide as much liquidity for our investors as more recognized senior exchanges such as the Nasdaq stock market or other national or regional exchanges.
• Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.
• We are subject to the “penny stock” rules which adversely affect the liquidity of our Common Stock.
• Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our Common Stock, which could depress the price of our Common Stock.
• Shareholders may experience dilution of their ownership interests because of the future issuance of additional common shares.
• The sale of the additional shares of Common Stock could cause the value of our Common Stock to decline.
• Our Common Stock price may decrease due to factors beyond our control.
• We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock