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 2025-12-10

 2022-12-14

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 UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM

 x
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

 o
 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
File Number: 333-266143

 NEXT BRIDGE HYDROCARBONS, INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 87-2538731

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification Number)

 500 W. Texas Ave., Suite 890
 Midland TX 79701
 (Address of principal executive offices) (Zip Code)

 ( 432)
 684 0018 (Registrant's telephone number, including area code)

 N/A

 (Former name, former address and former fiscal year, if changed since last report)

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

registered pursuant to Section 12(g) of the Act:

Common stock, par value $0.0001 per share

 Our
common stock is not publicly traded and is not eligible for electronic transfer through the Depository Trust Company book-entry system
or any other established clearing corporation.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
 No x

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o
 No x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes o
 No x

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes x No
o

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 o

 Accelerated
 filer

 o

 Non-accelerated filer

 x

 Smaller reporting company

 x

 Emerging growth company

 x

 If
 an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

by check mark whether the registrant has filed a report on and attestation to its management assessment of the effectiveness of its internal
controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report o

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. o

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to (§240.10D-1(b)). o

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o
 No x

 The
registrant's common stock was not publicly traded as of the last business day of its most recently completed second fiscal quarter
and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such
date.

 Class

 Outstanding
 at December 10, 2025

 stock, par value $0.0001 per share

 264,637,563

 DOCUMENTS
INCORPORATED BY REFERENCE

 None

 Table
of Contents

 PART
 I

 Item 1.

 Business

 Item 2.

 Properties

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART
 II

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 PART
 III

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 PART
 IV

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 The
information contained in this 10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking
statements are identified by their use of terms such as "can," "could," "continuing," "may,"
"will," "expect," "anticipate," "aim," "estimate," "intend,"
"ongoing," "plan," "predict," "potential," "project," "should,"
"seeks," "believe," "likely to" and similar words, phrases or expressions. All statements, other
than statements of historical facts, included in this report, are forward-looking statements, including statements mentioned under "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," regarding:

 amount
 and timing of future production of oil and natural gas;

 amount,
 nature and timing of capital expenditures;

 the
 number of anticipated wells to be drilled after the date hereof;

 the
 availability of exploration and development opportunities;

 our
 financial or operating results;

 our
 cash flow and anticipated liquidity;

 operating
 costs including lease operating expenses, administrative costs and other expenses;

 finding
 and development costs;

 our
 business strategy; and

 other
 plans and objectives for future operations.

 Our
actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason.
They can be affected by a number of factors, including, among others:

 the
 risks described in "Risk Factors" and elsewhere in this report;

 the
 volatility of prices and supply of, and demand for, oil and natural gas;

 the
 timing and success of our drilling activities;

 the
 numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and actual future production rates and associated
 costs;

 our
 ability to successfully identify, execute or effectively integrate future acquisitions;

 the
 usual hazards associated with the oil and natural gas industry, including fires, well blowouts, pipe failure, spills, explosions
 and other unforeseen hazards;

 our
 ability to effectively market our oil and natural gas;

 the
 availability of rigs, equipment, supplies and personnel;

 our
 ability to discover or acquire additional reserves;

 our
 ability to satisfy future capital requirements;

 changes
 in regulatory requirements;

 general
 economic conditions, status of the financial markets and competitive conditions; and

 our
 ability to retain key members of our senior management and key employees.

 Moreover,
we operate in a rapidly evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for
our management to predict all the risk factors and uncertainties, nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements. We qualify all of our forward-looking statements by these cautionary statements.

 You
should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this report relate
only to events or information available to us as of the date of this report. Except as required by law, we undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 DEFINITIONS

 The
following are abbreviations and definitions of terms commonly used in the oil and gas industry and in this report. Natural gas equivalents
and crude oil equivalents are determined using the ratio of six Mcf to one barrel. Unless the context otherwise requires, all references
to "us," "our," "we," "NBH," the "Company" or "Next Bridge" mean
Next Bridge Hydrocarbons, Inc. and where applicable, its consolidated subsidiaries including Torchlight Hazel, LLC, a Texas limited liability
company ("Torchlight Hazel"), Hudspeth Oil Corporation, a Texas corporation ("Hudspeth"), Hudspeth Operating,
LLC, a Texas limited liability company ("Hudspeth Operating"), and Torchlight Energy, Inc., a Nevada corporation ("TEI"),Wolfbone
Investments LLC, a Texas limited liability company ("Wolfbone"), Wildcat Panther, LLC, a Texas limited liability company
("Panther"), Wildcat Valentine, LLC, a Texas limited liability company ("Valentine"), Wildcat Cowboy, LLC, a
Texas limited liability company ("Cowboy"), Wildcat Packer, LLC, a Texas limited liability company ("Packer").

 " Bbl "
means a barrel of U.S. 42 gallons of oil.

 " BOE "
means one barrel of oil equivalent.

 " Completion "
means the installation of permanent equipment for the production of oil or gas.

 " Condensate "
means natural gas in liquid form produced in connection with natural gas wells.

 " Exploratory
well " means a well drilled to find a new field or to find a new productive reservoir in a field previously found to be productive
of oil or natural gas in another reservoir or to extend a known reservoir.

 " Gross "
when used with respect to acres or wells, production or reserves refers to the total acres or wells in which we or another specified
person has a working interest.

 " MBbls "
means one thousand barrels of oil.

 " Mcf "
means one thousand cubic feet of natural gas.

 " Net "
when used with respect to acres or wells, refers to gross acres of wells multiplied, in each case, by the percentage working interest
owned by us.

 " NGL "
refers to natural gas liquids, which is composed exclusively of carbon and hydrogen.

 " Oil "
means crude oil or condensate.

 " Operator "
means the individual or company responsible for the exploration, development, and production of an oil or gas well or lease.

developed non-producing " means reserves (i) expected to be recovered from zones capable of producing but which are shut-in
because no market outlet exists at the present time or whose date of connection to a pipeline is uncertain or (ii) currently behind the
pipe in existing wells, which are considered proved by virtue of successful testing or production of offsetting wells.

developed producing " means reserves expected to be recovered from currently producing zones under continuation of present operating
methods. This category includes recently completed shut-in gas wells scheduled for connection to a pipeline in the near future.

developed reserves " means reserves that can be expected to be recovered through existing wells with existing equipment or operating
methods.

reserves " means the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering
data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating
conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided
by contractual arrangements.

undeveloped reserves " means reserves that are expected to be recovered from new wells on undrilled acreage, or from existing
wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling
locations offsetting productive wells that are reasonably certain of production when drilled or where it can be demonstrated with certainty
that there is continuity of production from the existing productive formation.

 " Recompletion "
means the completion for production of an existing well bore in another formation from which the well has been previously completed.

 " Royalty "
means an interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from
the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs
of drilling or operating the wells on the leased acreage. Royalties may be either landowner's royalties, which are reserved by
the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of
the leasehold in connection with a transfer to a subsequent owner.

 " SEC "
means the United States Securities and Exchange Commission.

 " Working
interest " means an interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce
oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations. The share
of production to which a working interest owner is entitled will always be smaller than the share of costs that the working interest
owner is required to bear, with the balance of the production accruing to the owners of royalties. For example, the owner of a 100% working
interest in a lease burdened only by a landowner's royalty of 12.5% would be required to pay 100% of the costs of a well but would
be entitled to retain 87.5% of the production.

 Part
I

 Items
1 and 2. Business and Properties

 The
following description of the business of Next Bridge Hydrocarbons, Inc. should be read in conjunction with the information included elsewhere
in this report on Form 10-K for the year ended December 31, 2024.

 Overview

 We
were incorporated in Nevada on August 31, 2021, as OilCo Holdings, Inc. and changed our name to Next Bridge Hydrocarbons, Inc. pursuant
to our Amended and Restated Articles of Incorporation filed on June 30, 2022. We spun-off from Meta Materials, Inc. ("Meta")
on December 14, 2022 pursuant to which we became an independent company. Prior to the spin-off, we were a wholly-owned subsidiary of
Meta.

 A
Change in Reporting Entity became effective at December 14, 2022, resulting from the spinoff lacking economic substance and requiring
the inclusion of pre-spinoff historical financial reporting periods in all subsequent filings.

 We
are an energy company engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties in the
United States. Our primary focus has been the development of interests in an oil and natural gas project we held in the Orogrande Basin
in West Texas in Hudspeth County, Texas (the "Orogrande Project"). We have minor interests in the Eastern edge of the Midland
Basin in Sterling, Tom Green and Irion Counties, Texas (the "Hazel Project"), and two minor well interests located in Oklahoma
(the "Oklahoma Properties") and mineral lease interests in Louisiana.

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande Drilling
and Development Agreement at its previously scheduled renewal date of December 31, 2024. An impairment adjustment of $56,186,313 has
been recorded in the accompanying consolidated financial statements to reflect the non-renewal of the Orogrande mineral lease agreement.

 The
Company operates its business through nine wholly owned subsidiaries Torchlight Energy, Inc., a Nevada corporation ("TEI"),
Hudspeth Oil Corporation, a Texas corporation ("Hudspeth"), Torchlight Hazel, LLC, a Texas limited liability company ("Torchlight
Hazel"), Wolfbone Investments, LLC, a Texas limited liability company ("Wolfbone"), Hudspeth Operating, LLC, a Texas
limited liability company and wholly owned subsidiary of Hudspeth ("Hudspeth Operating"), Wildcat Panther, LLC, a Texas limited
liability company ("Panther"), Wildcat Valentine, LLC, a Texas limited liability company ("Valentine"), Wildcat
Cowboy, LLC, a Texas limited liability company ("Cowboy"), Wildcat Packer, LLC, a Texas limited liability company ("Packer").
All intercompany transactions have been eliminated in consolidated financial statements.

 Market
Opportunity

 The
market for any oil and natural gas that we may produce depends on factors beyond our control, including the extent of domestic production
and imports of oil and natural gas, the proximity and capacity of natural gas pipelines and other transportation facilities, demand for
oil and natural gas, the marketing of competitive fuels, and the effects of state and federal regulation. The oil and natural gas industry
also competes with other industries in supplying the energy and fuel requirements of industrial, commercial, and individual consumers.

 Our
oil production is expected to be sold at prices tied to the spot oil markets. Our natural gas production is expected to be sold under
short-term contracts and priced based on first of the month index prices or on daily spot market prices. We will rely on our operating
partners to market and sell our production.

 Our
Competitive Strengths

 Experienced
People. As of December 31, 2024, we have two employees. We engage consultants for various roles as needed including high quality
exploration and technical partners. Our internal operations team serves as the foundation of our values-driven culture and commitment
to developing a skilled, agile, diverse and engaged workforce. Advancing a safe, ethical, inclusive and diverse culture creates an environment
that attracts and retains the high-performing workforce needed to successfully execute our strategy. We plan to continue to build on
the expertise and experiences of our management and operations teams and seek guidance from outside advisors as well as our Board.

 Project
Focus. We are focusing primarily on exploration projects backed by a high degree of scientific information. We may pursue high risk
exploration prospects which may appear less favored than low risk exploration. We will, however, consider these high risk-high reward
exploration prospects in connection with exploitation opportunities in a project that would reduce the overall project economic risk.
We will consider such high risk-high reward prospects on their individual merits.

 Limit
Capital Risks. Limited capital exposure is planned initially to add value to a project and determine its economic viability. Management
has experience in successfully managing risks of projects, finance, and value.

 Business
Strategy

 Our
mission is to safely increase production and cash flow from our oil and natural gas properties which we believe are rich in opportunities
through a disciplined allocation of capital and operational management for the benefit of our shareholders. Our business strategy is
designed to accomplish this mission by focusing on two key objectives: (1) maximize the value of our producing assets; and (2) progress
our discovered resources into proved reserves, production, and cash flow through efficient appraisal, development and exploitation. We
believe there are three principal business processes that we must follow to enable our operations to be profitable. Each major business
process offers the opportunity for a distinct partner or alliance as we grow. These processes are:

 Investment
 Evaluation and Review;

 Operations
 and Field Activities; and

 Administrative
 and Finance Management.

 Investment
Evaluation and Review. We believe this process is the key ingredient to our success. Recognition of quality investment opportunities
is the fuel that drives our engine. Broadly, this process includes the following activities: prospect acquisition, regional and local
geological and geophysical evaluations, data processing, economic analysis, lease acquisition and negotiations, permitting, and field
supervision. We expect these evaluation processes to be managed by our management team. Expert or specific technical support will be
outsourced as needed.

 Operations
and Field Activities. This process begins following management approval of an investment. Well site supervision, construction, drilling,
logging, product marketing, and transportation are examples of some activities. We will prefer to be the operator where possible.

 Administrative
and Finance Management. This process coordinates our initial structuring and capitalization, general operations and accounting, reporting,
audit, banking and cash management, regulatory agencies reporting and interaction, timely and accurate payment of royalties, taxes, leases
rentals, vendor accounts and performance management that includes budgeting and maintenance of financial controls, and interface with
legal counsel and tax and other financial and business advisors.

 Current
Projects

 As
of December 31, 2024, we had interests in three oil and natural gas projects: the Hazel Project, the Oklahoma Properties, and mineral
lease interests in Louisiana.

 Orogrande
Project, West Texas

 On
August 7, 2014, the Company entered into a Purchase Agreement with Hudspeth, McCabe Petroleum Corporation ("MPC"), and Gregory
McCabe ("Mr. McCabe"), the sole owner of Wolfbone Investments, LLC ("Wolfbone"). Mr. McCabe was the sole owner
of both Hudspeth and MPC. Under the terms and conditions of the Purchase Agreement, our predecessor had acquired 100% of the capital
stock of Hudspeth which held certain oil and natural gas assets, including a 100% working interest in approximately 134,000 predominately
contiguous acres in the Orogrande Basin in West Texas.

March 27, 2017, the Orogrande acreage became subject to a Development Unit Agreement 2837 with University Lands ("DDU Agreement"),
which allowed for all 192 existing leases covering approximately 134,000 gross acres leased from University Lands to be combined into
one drilling and development unit for development purposes. The term of the DDU Agreement was scheduled to expire on December 31, 2024.

 The
DDU Agreement also granted the right to extend the DDU Agreement through December 31, 2029, if compliance with the DDU Agreement is met
and the extension fee associated with the additional time is paid. The Company expected to exercise its option to extend the term under
the DDU Agreement prior to its expiration and was in compliance with the DDU provisions..

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande DDU

 Hazel
Project in the Midland Basin in West Texas

April 4, 2016, TEI acquired from MPC a 66.66% working interest in approximately 12,000 acres in the Midland Basin. A back-in after payout
of a 25% working interest was retained by MPC and another unrelated working interest owner.

 In
October 2016, the holders of all of Torchlight Energy Resources, Inc.'s then-outstanding shares of Series C Preferred Stock (which
were issued in July 2016) elected to convert into a total 33.33% working interest in our Hazel Project, reducing our ownership from 66.66%
to a 33.33% working interest.

 Acquisition
of Additional Interests in Hazel Project

 On
January 30, 2017, we entered into and closed an Agreement and Plan of Reorganization and a Plan of Merger with an entity which was wholly
owned by Mr. McCabe, which resulted in the acquisition of approximately 40.66% working interest in the 12,000 gross acres, 9,600 net
acres, in the Hazel Project.

 Also,
on January 30, 2017, the Company entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, we acquired
certain of Wolfbone's Hazel Project assets, including its interest in the Flying B Ranch #1 well and the 40 acre unit surrounding
the well.

 Upon
the closing of the transactions, our working interest in the Hazel Project increased by 40.66% to a total ownership of 74%.

June 1, 2017, we acquired an additional 6% working interest from unrelated working interest owners increasing our working interest in
the Hazel Project to 80%, and an overall net revenue interest of 75%.

 The
Company has drilled seven test wells on the Hazel Project to capture and document the scientific base in support of demonstrating the
production potential of the property. No wells were drilled on the Hazel Project during the years ended December 31, 2024 and 2023.

Agreement with Masterson Hazel Partners, LP

 On
August 13, 2020, our subsidiaries TEI and Torchlight Hazel (collectively, "Torchlight Subs") entered into an option agreement
(the "Option Agreement") with Masterson Hazel Partners, LP ("MHP") and MPC. Under the agreement, MHP was obligated
to drill and complete, or cause to be drilled and completed, at its sole cost and expense, a new lateral well (the "Well")
on our Hazel Project, sufficient to satisfy Torchlight Subs's continuous development obligations on the southern half of the prospect
no later than September 30, 2020. MHP has satisfied this drilling obligation. MHP paid Torchlight Subs $1,000 as an option fee at the
time of execution of the Option Agreement. MHP is entitled to receive, as its sole recourse for the recoupment of drilling costs, the
revenue from production of the Well attributable to the Torchlight Subs interest until such time as it has recovered its reasonable costs
and expenses for drilling, completing, and operating the Well. At such time, any acreage held by production and all wells will revert
back to our subsidiary, Torchlight Hazel.

 In
exchange for MHP satisfying the above drilling obligations, Torchlight Subs granted to MHP the exclusive right and option to perform
operations, at MHP's sole cost and expense, on the Hazel Project sufficient to satisfy Torchlight Subs's continuous development
obligations on the northern half of the prospect. Because MHP exercised this drilling option and satisfied the continuous development
obligations on the northern half of the prospect, under the terms of the Option Agreement (as amended in September 2020) MHP had the
option to purchase the entire Hazel Project no later than May 31, 2021. Such purchase would be under the terms of a form of Purchase
and Sale Agreement included as an exhibit to the Option Agreement, at an aggregate purchase price of $12,690,704 for approximately 9,762
net mineral acres, and not less than 74% net revenue interest (approximately $1,300 per net mineral acre). MHP declined to exercise the
option in 2021.

 Full
impairment of the historical cost incurred in prior periods for the Hazel Project has been previously recognized.

Properties in the Hunton Play of Central Oklahoma

 Presently,
we are producing from one well in the Viking Area of Mutual Interest and one well in Prairie Grove.

 Full
impairment of the historical cost incurred in prior periods tor the Oklahoma properties has been previously recognized.

 Louisiana
Projects

 In
March 2024, we entered into and closed a Contribution Agreement with Wildcat Partners SPV, LLC, a Delaware limited liability company
("Wildcat"), under which Wildcat transferred to us 100% of the issued and outstanding membership interests in each of (a)
Wildcat Cowboy, LLC, a Texas limited liability company ("Cowboy"), (b) Wildcat Packer, LLC, a Texas limited liability company
("Packer"), (c) Wildcat Panther, LLC, a Texas limited liability company ("Panther") and (d) Wildcat Valentine,
LLC, a Texas limited liability company ("Valentine"). As consideration, we issued 2,500,000 shares of our common stock, under
the terms and conditions of the Contribution Agreement.

 MPC
previously owned and sold to Wildcat the underlying oil and gas prospects owned by Cowboy, Packer, Panther and Valentine. MPC always
retained a 25% back-in after payout and various overriding royalty interests in the prospects owned by Cowboy, Packer, Panther and Valentine,
but MPC agreed to waive its 25% back-in after payout but retain its overriding royalty interests in all such prospects in an effort to
facilitate the transactions described below, including the sale of the leases owned by Valentine, including a leasehold estates in approximately
3,878.90 gross acres and 3,626.25 net acres of land situated in Lafourche Parish, Louisiana (the "Valentine Leases"), and
the leases owned by Panther, including leasehold estates in approximately 618 gross acres and 618 net acres of land situated in Acadia
Parish, Louisiana (the "Panther Leases"), the leases owned by Packer, including leasehold estates in approximately 4,349
gross acres and 4,349 net acres of land situated in Acadia and Lafourche Parish, Louisiana (the "Packer Leases"), the leases
owned by Cowboy, including leasehold estates in approximately 835 gross acres and 835 net acres of land situated in Acadia Parish, Louisiana
(the "Cowboy Leases).

 Concurrent
with the closing of the above transactions with Wildcat, we entered into and closed a Participation Agreement with Magnetar Exploration
L.P. ("Magnetar") under which we sold to Magnetar a 100% working interest, entitled to not less than a 75% net revenue interest,
in and to the Valentine Leases, along with a 100% right, title and interest in all contracts affecting the Valentine Leases, all under
the terms and conditions of such Participation Agreement, including the following consideration: (a) Magnetar paid $964,448 from which
we are required to pay bonuses of $240,000 to ORX Exploration and $60,000 to Zebrowski Consulting, resulting in net proceeds to us of
$664,448; (b) Magnetar agrees to pay all delay rentals pertaining to the Valentine Leases which accrue during calendar year 2024 and
during the months of January through August of 2025, provided, however, that if the initial test well is commenced at any time prior
to the end of August, 2025, Magnetar's obligation to bear delay rental expenses thereafter will be deemed terminated, and the obligation
for the payment of subsequent delay rentals shall be governed by the subject operating agreement; (c) in the event Magnetar has not commenced
actual drilling operations on lands covered by the Valentine Leases on or prior August 31, 2025, then Magnetar shall have the option
to continue paying rentals or extending the leases within the Area of Mutual Interest (the "AMI") until December 31, 2026;
(d) we will have the option to participate for up to a 1/3 working interest in the initial test well to be undertaken by Magnetar on
lands covered by the Valentine Leases, with this right to extend to subsequent wells to be undertaken by Magnetar, subject to the further
provisions regarding operations; and (e) at least three working days prior to its spudding the initial test well, Magnetar will pay to
us a spud fee of $600,000 of which $240,000 of the cost thereof will be shared with ORX Exploration and $120,000 will be shared with
Zebrowski Consulting, leaving us with $240,000.

 Also
concurrent with the closing of the above transactions with Wildcat, we entered into and closed a Participation Agreement
with Magnetar under which we sold to Magnetar a 100% working interest, entitled to not less than a 75% net revenue interest, in and to
the Panther Leases covering approximately 618 gross acres of land situated within the AMI provided therein, along with a 100% right,
title and interest in all contracts affecting the Panther Leases, for the following consideration: (a) Magnetar paid $428,918.05 to us
and $70,081.95 to MPC for delay rentals paid by it; (b) Magnetar agrees to reimburse McCabe for its payment of delay rentals to sustain
certain of the Panther Leases coming due in March and April 2024 in the amount of $70,081.98; (c) Magnetar agrees to pay all delay rentals
pertaining to the Panther Leases which accrue during calendar year 2024, shown to be $23,888.90; (d) in the event Magnetar is unable
to commence actual drilling operations on lands covered by the Subject Panther Leases on or prior February 1, 2025, then Magnetar shall
have the option to extend or take new leases on any of the Panther Leases that would expire during the following 12 calendar months;
(e) we will have the option to participate up to a 1/3 working interest in the initial test well to be undertaken by Magnetar on lands
covered by the Panther Leases, with this right to extend to subsequent wells to be undertaken by Magnetar, subject to the further provisions
regarding operations; (f) prior to its spudding the initial test well, Magnetar will pay to us a spud fee equal to $100,000 of which
$20,000 will be shared with Zebrowski Consulting.

 Oil
and Natural Gas Reserves

 Other
than the Producing Hazel Wells (defined below), the only producing properties owned by us were the Oklahoma Properties, which were marginally
producing and were uneconomic for reserve calculation purposes. At the end of 2024, reserves did not include any value for proved undeveloped
properties.

 We
currently have two producing wells located on the Hazel Project, the Flying B Ranch #3H well and the Flying B Ranch #4H well (the "Producing
Hazel Wells"). Production is from the Wolfcamp formation. At December 31, 2024, there were no proved reserves or proved developed
nonproducing reserves related to these properties after giving effect to the obligation to reimburse drilling costs incurred by MHP.

 The
initial gross monthly production rate for the Flying B Ranch #4H was estimated to be 4,200 Bbl, although we will receive no future revenue
from these wells until their estimated depletion because all of such revenue, after deducting expenses to produce the oil, is to be received
by MHP directly and credited toward the recoupment of drilling costs incurred by MHP.

 As
of December 31, 2024, our proved developed nonproducing reserves related to the Producing Hazel Wells totaled -0- BOE, after giving effect
to the obligation to reimburse drilling costs incurred by MHP. As of December 31, 2024, the outstanding cost reimbursement balance owed
to MHP was $2,964,114.

 Production,
Price and Cost Summary

Properties

the year ended December 31, 2023, we produced and sold 244 barrels of oil net to our interest at an average sale price of $76.50 per
Bbl. We produced and sold 3,558 Mcf of gas net to our interest at an average sales price of $2.07 per Mcf. Our average production cost
including lease operating expenses and direct production taxes was $18.90 per BOE. Our depreciation, depletion, and amortization expense
was $-0- per BOE.

the year ended December 31, 2024, we produced and sold 100 barrels of oil net to our interest at an average sale price of $71.34 per
Bbl. We produced and sold 3500 Mcf of gas net to our interest at an average sales price of $1.56 per Mcf. Our average production cost
including lease operating expenses and direct production taxes was $19.50 per BOE. Our depreciation, depletion, and amortization expense
was $-0- per BOE.

 Hazel
Project

the year ended December 31, 2023, 10,860 barrels of oil net to our interest were sold at an average sale price of approximately $70.99
per Bbl, although we received none of this revenue because all of it, after deducting expenses to produce the oil, was either received
by MHP directly during the time that the Option Agreement was in effect or credited towards the recoupment of drilling costs incurred
by MHP. We produced and sold -0- Mcf of natural gas net to our interest.

 Reserves

 Future Net Revenue (M$)

 Present Value

 Category

 Oil (Bbls)

 Gas (Mcf)

 Total (BOE)

 Total

 Discounted at 10%

 Net Proved Producing

 $

 $

 Net Proved Nonproducing

 $
 —

 $
 —

 Total Net Proved

 $
 —

 $
 —

 Standardized Measure of Future Net Cash Flows Related to Proved Oil and Gas Properties

 $
 —

 Probable Undeveloped

 $
 —

 $
 —

the year ended December 31, 2024, 5,620 barrels of oil net to our interest were sold at an average sale price of approximately $71.30
per Bbl, although we received none of this revenue because all of it, after deducting expenses to produce the oil, was either received
by MHP directly during the time that the Option Agreement was in effect or credited towards the recoupment of drilling costs incurred
by MHP. We produced and sold -0- Mcf of natural gas net to our interest.

 Reserves

 Future Net Revenue (M$)

 Present Value

Discounted

 Category

 Oil (Bbls)

 Gas (Mcf)

 Total (BOE)

 Total

 at 10%

 Net Proved Producing

 $
 -

 $
 -

 Net Proved Undeveloped

 $
 -

 $
 -

 Net Total Proved

 $
 -

 $
 -

 Standardized Measure of Future Net Cash Flows Related to Proved Oil and Gas Properties

 $
 -

 Probable Undeveloped

 $
 -

 $
 -

 The
net producing reserves from 2023 and 2024 were -0- BOE related to the Producing Hazel Wells due to the obligation to pass revenue through
to MHP under the terms of the Option Agreement effective during both periods. Since we have no reserve value as of December 31, 2023
and December 31, 2024, Standardized Measure is not presented.

 Due
to the inherent uncertainties and the limited nature of reservoir data, both proved and probable reserves are subject to change as additional
information becomes available. The estimates of reserves, future cash flows, and present value are based on various assumptions, including
those prescribed by the SEC, and are inherently imprecise.

 Investments
to support our oil and natural gas properties during the years ended December 31, 2024 and 2023 were $1.7 million and
$9.4 million, respectively.

 Years Ended

 2024

 2023

 Property acquisition costs

 $
 1,244,408

 $

 Development costs

 $
 448,477

 $
 8,653,640

 Totals

 $
 1,692,885

 $
 9,377,309

 Property
acquisition costs for the year ended December 31, 2023, stated above include $723,669 representing the value of 83,358,275 shares of
common stock and cancellation of an account receivable of $177,519 given in exchange for 33.5% working interest in the Company's
Orogrande Project.

 Property
acquisition costs for 2024 represent the acquisition cost of the Louisiana Projects including the value of the issuance of 2,500,000
shares of common stock of $1,243,565 plus the $278,054 addition to the Company's Note Payable to our CEO Gregory McCabe
to reimburse cash payments for Louisiana mineral lease costs and reduced by $1,141,142 of proceeds from the sale of a portion of the
mineral interests.

 On
December 30, 2024, the Company acquired partnership interests from the Johnson Prospect participants in exchange for 8,432,047 shares
of common stock valued at $843 upon the participants exercising an election granted in the Participants Agreements. The shares
were issued in April 2025.

 Property
development costs presented above exclude interest capitalized into the full cost pool. For the years ended December 31, 2024 and 2023,
we capitalized $2,182,539 and $2,498,184 of interest on unevaluated properties, respectively.

 The
development costs in 2023 include work solely in the Orogrande Project. We made progress during 2023 to develop proved producing reserves
in the Orogrande Project in the Permian Basin in West Texas, which has not yet resulted in hydrocarbon production. We incurred costs
related to certain drilling activity carried out to remain in compliance with all aspects of our lease obligations and to satisfy the
continuous drilling clause under the agreement with University Lands, whereby we are obligated to satisfy certain minimum yearly requirements
that may be exceeded if desired. Additionally, the Company and certain investor participants entered into twenty-five separate Participation
Agreements to conduct drilling of wells in the Company's approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas,
which is a portion of the Company's Orogrande Prospect to satisfy the 2023 drilling requirement.

 No
development costs were incurred in 2024 or 2023 for the Oklahoma Properties.

the fiscal years ended December 31, 2024, and 2023, development and exploratory net wells were drilled as set forth in the
table below.

 Drilling
Activity Summary

 2024

 2023

 Hazel Project (Texas)

 Dry

 Productive

 Orogrande Project (Texas)

 Dry

 Productive

as of October 6, 2023, the Company and certain investor participants entered into twenty-five separate Participation Agreements to conduct
drilling of wells in approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which was a portion of the Company's
Orogrande Prospect.

to the Participation Agreement, the Participants collectively funded the cost of drilling which was used to (i) acquire the rights to
drill on the Johnson Prospect and (ii) finance the drilling of five (5) vertical wells in the Johnson Prospect in connection with the
Company's 2023 drilling program requirements under its University Lands Drilling and Development Unit Agreement.

 On
December 30, 2024, the Company acquired the partnership interests from the Johnson Prospect participants in exchange for 8,432,047 shares
of common stock valued at $843 upon the participants exercising an election granted in the Participants Agreements.

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande DDU

 Orogrande
Producing Well Summary

 Gross

 Net

 Gross

 Net

 Productive Wells

 Oil

 7.00

 2.67

 Gas

 7.00

 2.66

 Test Wells

 Salt Water Disposal

 3.00

 2.13

 Fresh Water Supply

 3.00

 2.00

 Plug & Abandon

 5.00

 3.87

 Well
status as of December 31, 2023 includes the five wells drilled under the Participation Agreements and which satisfied the 2023 drilling
requirement.

 With
the principal goal of gathering scientific data from a strategy of drilling test wells, all wells were drilled with the intent of being
completed and productive for hydrocarbons. Two horizontal wells were successfully completed for hydrocarbons through the 2020 drilling
program, however as of December 31, 2023, both wells remained shut-in waiting for hook-up to a gas pipeline. The various wells drilled
on the Orogrande Basin through 2023 confirmed that there are at least five potential distinct reservoirs under our acreage. While these
wells may have potential to produce hydrocarbons to sell commercially in the future, due to capital constraints we had no immediate plans
to deploy the capital necessary to sell production from these wells to third parties. Instead, we planned to use the results from these
wells to determine our drilling plans for future wells, including well locations, target depths and designated acreage, in the Orogrande
Project. The remaining wells can be used for future development for various applications such re-entering the wellbores for horizontal
unconventional development, fresh water supply, or salt water disposal and/or plugged and abandoned.

 Acreage.

 Company Interest

 Company Interest

 Total Acres

 Developed Acres

 Undeveloped Acres

 Leasehold Interests - 12/31/2024

 Gross

 Net

 Gross

 Net

 Gross

 Net

 Texas -

 Hazel project

 -

 -

 Oklahoma -

 Viking

 -

 -

 Louisiana -

 Wildcat projects

 1,392

 1,392

 -

 -

 1,392

 1,392

 Total

 2,838

 2,229

 1,446

 1,392

 1,392

 Marketing
and Customers

 The
market for any oil and natural gas that we may produce depends on factors beyond our control, including the extent of domestic production
and imports of oil and natural gas, the proximity and capacity of natural gas pipelines and other transportation facilities, demand for
oil and natural gas, the marketing of competitive fuels, and the effects of state and federal regulation. The oil and natural gas industry
also competes with other industries in supplying the energy and fuel requirements of industrial, commercial, and individual consumers.

 Our
oil production is expected to be sold at prices tied to the spot oil markets. Our natural gas production is expected to be sold under
short-term contracts and priced based on first of the month index prices or on daily spot market prices. We will rely on our operating
partners to market and sell our production.

 Competition

 The
oil and gas industry is highly competitive. Competitors include major oil companies, other independent energy companies and individual
producers and operators, many of which have financial resources, personnel and facilities substantially greater than we do. We face intense
competition for the acquisition of oil and natural gas properties and leases for oil and gas exploration. Not only do our competitors
explore for and produce oil and natural gas, but also many carry on midstream and refining operations and market petroleum and other
products on a regional, national, or worldwide basis. The operations of other companies may be able to pay more for exploratory prospects
and productive oil and natural gas properties. They may also have more resources to define, evaluate, bid for, and purchase a greater
number of properties and prospects than our financial or human resources permit. Our larger or integrated competitors may have the resources
to be better able to absorb the burden of current and future federal, state, and local laws and regulations more easily than we can,
which would adversely affect our competitive position. Our ability to locate reserves and acquire interests in properties in the future
will be dependent upon our ability and resources to evaluate and select suitable properties and consummate transactions in this highly
competitive environment. In addition, we may be at a disadvantage in producing oil and natural gas properties and bidding for exploratory
prospects because we have fewer financial and human resources than other companies in our industry. Should a larger and better financed
company decide to directly compete with us, and be successful in its efforts, our business could be adversely affected.

 Regulation

 Our
oil and natural gas development operations are subject to stringent and complex federal, state, tribal, regional and local environmental,
health and safety laws and regulations governing, among other factors, worker safety and health, the discharge and disposal of substances
into the environment, and the protection of the environment and natural resources. Numerous governmental entities, including the U.S.
Environmental Protection Agency ("EPA") and analogous state and local agencies, (and, under certain laws, private individuals)
have the power to enforce compliance with these laws and regulations and any permits issued under them. These laws and regulations may,
among other things: (i) require permits to conduct exploration, drilling, water withdrawal, wastewater disposal and other production
related activities; (ii) govern the types, quantities and concentrations of substances, including emissions of CO2, methane and certain
other greenhouse gases ("GHG"), that may be disposed or released into the environment or injected into formations in connection
with drilling or production activities, and the manner of any such disposal, release, or injection; (iii) limit or prohibit construction
or drilling activities or require formal mitigation measures in sensitive areas such as wetlands, wilderness areas or areas inhabited
by endangered or threatened species; (iv) require investigatory and remedial actions to mitigate pollution conditions arising from the
Company's operations or attributable to former operations; (v) impose safety and health restrictions designed to protect employees
and others from exposure to hazardous or dangerous substances; and (vi) impose obligations to reclaim and abandon well sites and pits.

existing environmental and occupational safety and health laws and regulations to which our business operations are subject including,
the Clean Air Act, as amended (the "CAA"), the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"),
the Federal Resource Conservation and Recovery Act ("RCRA"), Federal Water Pollution Control Act of 1972 as amended by the
Oil Pollution Act of 1990, EPA rules to reduce methane emissions from new, modified or reconstructed sources in the oil and natural gas
sector, including implementation of a leak detection and repair ("LDAR") program under the CAA's New Source Performance
Standards in 40 C.F.R. Part 60, Subpart OOOOa ("Quad Oa"), the Federal Occupational Safety and Health Act ("OSHA")
and other state equivalent laws and regulations. For further discussion of the risks to our results of operations arising out of our
environmental regulatory compliance, see "Risks Relating to Our Business", including the following risk factors "— Our
operations are heavily dependent on current environmental regulation, changes in which we cannot predict," "— Government
regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays,"
and "— Climate change laws and regulations restricting emissions of GHGs could result in increased operating costs and
reduced demand for the oil and natural gas that we produce. "

 Environmental
Matters

 Our
operations and properties are and will be subject to extensive and changing federal, state, and local laws and regulations relating to
environmental protection, including the generation, storage, handling, emission, transportation, and discharge of materials into the
environment, and relating to safety and health. In the future, environmental legislation and regulation may trend toward stricter standards.
These laws and regulations may, for example:

 require
 the acquisition of a permit or other authorization before construction or drilling commences and for certain other activities;

 limit
 or prohibit construction, drilling, and other activities on certain lands lying within wilderness and other protected areas;

 impose
 substantial liabilities for pollution resulting from operations; or

 restrict
 certain areas from fracking and other stimulation techniques.

 The
permits required for our operations may be subject to revocation, modification, and renewal by issuing authorities. Governmental authorities
have the power to enforce their regulations, and violations are subject to fines or injunctions, or both. In the opinion of management,
we are and will be in substantial compliance with current applicable environmental laws and regulations and have no material commitments
for capital expenditures to comply with existing environmental requirements. Nevertheless, changes in existing environmental laws and
regulations or in interpretations thereof could have a significant impact on our company, as well as the oil and natural gas industry
in general.

 CERCLA
and comparable state statutes impose strict, joint, and several liability on owners and operators of sites and on persons who disposed
of or arranged for the disposal of "hazardous substances" found at such sites. It is not uncommon for the neighboring landowners
and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into
the environment. The RCRA and comparable state statutes govern the disposal of "solid waste" and "hazardous waste"
and authorize the imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from
its definition of "hazardous substance," state laws affecting our operations may impose clean-up liability relating to petroleum
and petroleum related products. In addition, although RCRA classifies certain oil field wastes as "non-hazardous," such exploration
and production wastes could be reclassified as hazardous wastes thereby making such wastes subject to more stringent handling and disposal
requirements.

 The
Endangered Species Act ("ESA") seeks to ensure that activities do not jeopardize endangered or threatened animal, fish, and
plant species, nor destroy or modify the critical habitat of such species. Under the ESA, exploration and production operations, as well
as actions by federal agencies, may not significantly impair or jeopardize protected species or habitat. The ESA provides for criminal
and civil penalties for violations. Other statutes that provide protection to animal and plant species and that may apply to our operations
include, but are not necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the
Migratory Bird Treaty Act and the National Historic Preservation Act. Although we believe that our operations are and will be in substantial
compliance with such statutes, any change in these statutes or any reclassification of a species as endangered could subject us to significant
expenses to modify our operations or could force us to discontinue certain operations altogether.

 Hydraulic
fracturing is regulated by state and federal environmental and oil and gas regulatory authorities, including specifically the requirement
to disclose certain information related to hydraulic fracturing operations. Operators must follow applicable legal requirements for groundwater
protection and are subject to supervision by state and federal regulators (including the U.S. Department of the Interior Bureau of Land
Management ("BLM") on federal acreage). Furthermore, well construction practices require the installation of multiple layers
of protective steel casing surrounded by cement that are specifically designed and installed to protect freshwater aquifers by preventing
the migration of fracturing fluids into aquifers. Regulatory proposals in some states and local communities have been initiated to require
or make more stringent the permitting and compliance requirements for hydraulic fracturing operations. Federal and state agencies have
continued to assess the impacts of hydraulic fracturing, which could spur further action toward federal and/or state legislation and
regulation of hydraulic fracturing activities. In addition, in light of concerns about seismic activity being triggered by the injection
of produced waters into underground wells and hydraulic fracturing, certain regulators are also considering additional requirements related
to seismic safety for hydraulic fracturing activities. Further restrictions on hydraulic fracturing could make it prohibitive to conduct
our operations, and also reduce the amount of oil and natural gas that we or our operators are ultimately able to produce from our properties.

 Climate
Change

 Significant
studies and research have been devoted to climate change and global warming, and climate change has developed into a major political
issue in the United States and globally. Certain research suggests that GHG emissions contribute to climate change and pose a threat
to the environment. Recent scientific research and political debate has focused in part on carbon dioxide and methane incidental to oil
and natural gas exploration and production. Many states and the federal government have enacted legislation directed at controlling GHG
emissions, and future legislation and regulation could impose additional restrictions or requirements in connection with our drilling
and production activities and favor use of alternative energy sources, which could affect operating costs and demand for oil products.
As such, our business could be materially adversely affected by domestic and international legislation targeted at controlling climate
change.

 Human
Capital

 The
health and safety of our employees and those that work with us is a priority. Employees and contractors are expected to take all necessary
and reasonable actions to ensure safe operations by following safe work practices, complying with relevant policies and regulations,
and completing all applicable training. To support our dedication to health, safety and the environment, we have a health and safety
policy and that applies to all employees and contractors. In addition to adoption of our employment policies, the Company fosters a strong
safety culture through training.

 Corporate
Information

 Our
principal executive office is located at 500 W Texas Ave., Suite 890 Midland, Texas 79701. We currently share this office space with
companies owned by our CEO, Gregory McCabe, and believe that the condition and size of those offices are adequate for our current needs.
Our website is nextbridgehydrocarbons.com. Information contained on or accessible through our website, when available, shall not be incorporated
by reference herein.

 Available
Information

 We
file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934.
The SEC maintains a website that contains reports, proxy and information statements, and other information that is electronically filed
with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. We also make available free of charge on
our website, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments
to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we file such
material with, or furnish it to, the SEC.

 Item
 1A.

 Risk
 Factors

 You
should carefully consider the following material risk factors as well as the other information contained or incorporated by reference
in this report, as these important factors, among others, could cause our actual results to differ from our expected or historical results.
It is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete statement
of all of our potential risks or uncertainties. Based on the information currently known to us, we believe the following information
identifies the most material risk factors affecting us, but the risks and uncertainties below are not the only ones related to our businesses
and are not necessarily listed in the order of their significance.

 Additional
risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

 Risks
Related to Our Business and Growth Strategy

 We
have a limited operating history relative to larger companies in our industry and may not be successful in developing profitable business
operations.

 We
have a limited operating history relative to larger companies in our industry. Our business operations must be considered in light of
the risks, expenses and difficulties frequently encountered in establishing a business in the oil and natural gas industry. As of the
date of this report, we have generated limited revenues and have limited assets. We have an insufficient history at this time on which
to base an assumption that our business operations will prove to be successful in the long-term. Our future operating results will depend
on many factors, including:

 our
 ability to raise adequate working capital;

 the
 success of our development and exploration;

 the
 demand for oil and natural gas;

 the
 level of our competition;

 our
 ability to attract and maintain key management and employees; and

 our
 ability to efficiently explore, develop, produce or acquire sufficient quantities of marketable oil or natural gas in a highly competitive
 and speculative environment while maintaining quality and controlling costs.

 To
achieve profitable operations in the future, we must, alone or with others, successfully manage the factors stated above, as well as
continue to develop ways to enhance our production efforts. Despite our best efforts, we may not be successful in our exploration or
development efforts or obtain required regulatory approvals. There is a possibility that some, or all, of the wells in which we obtain
interests may never produce oil or natural gas.

 We
have limited operating history as an independent company, and our historical financial information is not necessarily representative
of the results we would have achieved as an independent company and may not be a reliable indicator of our future results.

 We
derived the historical financial information included in this report from Meta on a consolidated basis prior to the distribution of our
common stock which was completed on December 14, 2022 (the "Spin-Off"), and this information does not necessarily reflect
the results of operations and financial position we would have achieved as an independent company during the periods presented or those
that we will achieve in the future. This is primarily because of the following factors:

 Prior
 to the Spin-Off, we operated as part of Meta's broader corporate organization, and Meta performed various corporate functions
 for us. Our historical financial information reflects allocations of corporate expenses from Meta for these and similar functions.
 These allocations may not reflect the costs we will incur for similar services in the future as an independent company.

 We
 entered into certain transactions with Meta that did not exist prior to the Spin-Off, which may cause us to incur new costs.

 Our
 historical financial information does not reflect changes that we expect to experience in the future as a result of our separation
 from Meta, including changes in our cost structure, personnel needs, tax structure, financing and business operations. As part of
 Meta, we enjoyed certain benefits from Meta's operating diversity, size, purchasing power, borrowing leverage and available
 capital for investments, which are no longer available to us. As an independent entity, we may be unable to purchase goods, services
 and technologies, such as insurance and health care benefits and computer software licenses or access capital markets on terms as
 favorable to us as those we obtained as part of Meta prior to the Spin-Off.

 We
are now responsible for the additional costs associated with being an independent company, including costs related to corporate governance,
investor and public relations and public reporting. In addition, certain costs incurred by Meta, including executive oversight, accounting,
treasury, tax, legal, human resources, occupancy, procurement, information technology and other shared services, have historically been
allocated to us by Meta; but these allocations may not reflect the future level of these costs to us as we begin to provide these services
ourselves. Therefore, our historical financial statements may not be indicative of our future performance as an independent company.
We cannot assure you that our operating results will continue at a similar level when we are an independent company. For additional information
about our past financial performance and the basis of presentation of our financial statements, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes thereto
included elsewhere in this report.

 We
have limited capital and will need to raise additional capital in the immediate future.

 We
continue to require additional capital to maintain operations and to expand our exploration and development programs. We may be unable
to obtain additional capital when required or on favorable terms. Future acquisitions, exploration, development, production and marketing
activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as
legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

 We
may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects,
debt financing, equity financing, or other means. We may not be successful in identifying suitable financing transactions in the time
period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital,
our resources may not be sufficient to fund our planned operations.

 Our
ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both generally and in the
oil and natural gas industry in particular), our limited operating history, the location of our oil and natural gas properties and prices
of oil and natural gas on the commodities markets (which will impact the amount of asset-based financing available to us, if any) and
the departure of key employees. Further, if oil or natural gas prices on the commodities markets decline, our future revenues, if any,
will likely decrease and such decreased revenues may increase our requirements for capital. If the amount of capital we are able to raise
from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent
that we reduce our operations), third parties may be reluctant to provide the services we need in order to operate and we may be required
to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms.

 Any
additional capital raised through the sale of equity may dilute the ownership percentage of our stockholders. Raising any such capital
could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool
of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and
may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under
equity employee incentive plans, which may have a further dilutive effect.

 We
may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities
law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection
with certain securities we may issue, which may adversely impact our financial condition.

 We
may not achieve or maintain profitable operations, and therefore, may not be able to continue as a going concern.

 The
Company has a history of net losses from operations and negative cash flow from operating activities. We will need to raise additional
working capital to continue our normal and planned operations. We will also need to generate and sustain significant revenue levels in
future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability.
During the year ended December 31, 2024, we incurred a net loss of $59,314,467 and used cash in the amount of $5,109,114
for operating activities for the year ended December 31, 2024. At December 31, 2024 we had an accumulated deficit of $159,547,862 and
had a working capital deficit of $51,418,849 compared with a working capital deficit of $47,094,359 as of December 31, 2023. These factors
raise doubt regarding our ability to continue as a going concern. Because we have incurred significant net losses, our auditors have
issued a "going concern" audit qualification. A "going concern" qualification indicates that the financial statements
have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue
as a going concern. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that
would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders, in the event of liquidation.

 There
can be no assurance that our financing strategy or strategic alternatives will result in a transaction satisfactory to holders of our
common stock.

 We
may consider various strategic alternatives, including partnering with third parties, a potential sale of some or all of our assets,
a merger transaction, and potential financing alternatives. Even if a partnering transaction, sale, merger or financing transaction were
to be consummated, it may not return any value to holders of our common stock. Regardless of whether we execute a partnership, sale,
merger or financing transaction, the adverse pressures negatively impacting our business that we have been or are currently experiencing
may continue or intensify, including the risk that we may not be able to continue as a going concern.

 We
are mainly concentrated in one geographic area, which increases our exposure to many of the risks enumerated herein.

 Operating
in a concentrated area increases the potential impact that many of the risks stated herein may have upon our ability to perform. For
example, we have greater exposure to regulatory actions impacting Texas, natural disasters in the geographic area, competition for equipment,
services and materials available in the area and access to infrastructure and markets. In addition, the effect of fluctuations on supply
and demand may become more pronounced within specific geographic oil and natural gas producing areas such as the Permian Basin, which
may cause these conditions to occur with greater frequency or magnify the effect of these conditions. Due to the concentrated nature
of our portfolio of properties, a number of our properties could experience any of the same conditions at the same time, resulting in
a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio
of properties. Such delays or interruptions could have a material adverse effect on our financial condition and results of operations.

 Because
of the speculative nature of oil and natural gas exploration, there is risk that we will not find commercially exploitable oil and natural
gas and that our business will fail.

 The
search for commercial quantities of oil and natural gas as a business is extremely risky. We cannot provide investors with any assurance
that any properties in which we obtain a mineral interest will contain commercially exploitable quantities of oil and/or natural gas.
The exploration expenditures to be made by us may not result in the discovery of commercial quantities of oil and/or natural gas. Problems
such as unusual or unexpected formations or pressures, premature declines of reservoirs, invasion of water into producing formations
and other conditions involved in oil and natural gas exploration often result in unsuccessful exploration efforts. If we are unable to
find commercially exploitable quantities of oil and natural gas, and/or we are unable to commercially extract such quantities, we may
be forced to abandon or curtail our business plan, and as a result, any investment in us may become worthless.

 Litigation
may adversely affect our business, financial condition, and results of operations.

of our subsidiaries are subject and from time to time in the normal course of our business operations, may become subject to litigation
that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes
to our business operations are required. The cost to defend such litigation may be significant and may require a diversion of our resources.
There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless
of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available at all or in sufficient
amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage
for any claims could adversely affect our business and the results of our operations. For additional discussion of pending litigation
matters, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings."

 Strategic
relationships upon which we may rely are subject to change, which may diminish our ability to conduct our operations.

 Our
ability to successfully acquire oil and natural gas interests, to build our reserves, to participate in drilling opportunities and to
identify and enter into commercial arrangements with customers will depend on developing and maintaining close working relationships
with industry participants and our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive
environment. These realities are subject to change and our inability to maintain close working relationships with industry participants
or continue to acquire suitable property may impair our ability to execute our business plan.

 To
continue to develop our business, we will endeavor to use the business relationships of our management to enter into strategic relationships,
which may take the form of joint ventures with other private parties and contractual arrangements with other oil and natural gas companies,
including those that supply equipment and other resources that we will use in our business. We may not be able to establish these strategic
relationships, or if established, we may not be able to maintain them. In addition, the dynamics of our relationships with strategic
partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfill our obligations
to these partners or maintain our relationships. If our strategic relationships are not established or maintained, our business prospects
may be limited, which could diminish our ability to conduct our operations.

 In
the highly competitive market for acreage, failure to drill sufficient wells in order to hold acreage will result in a substantial lease
renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities.

 Our
leases on oil and natural gas properties typically have a primary term of four to five years, after which they expire unless, prior to
expiration, drilling obligations are fulfilled or production is established within the spacing units covering the undeveloped acres.

 In
the event that we fail to meet our drilling obligations for any oil and gas lease we hold or may obtain in the future, whether because
we are unable to obtain additional capital when required or otherwise, or if production ceases, our leases will expire. If we have to
renew such leases on new terms, we could incur significant cost increases, and we may not be able to renew such leases on commercially
reasonable terms or at all. In addition, on certain portions of our acreage, third-party leases may become immediately effective if our
leases expire. As such, our actual drilling activities may materially differ from our current expectations, which could adversely affect
our business.

 The
price of oil and natural gas has historically been volatile. If it were to decrease substantially, our projections, budgets, and revenues
would be adversely affected, potentially forcing us to make changes in our operations.

 Our
future financial condition, results of operations and the carrying value of any oil and natural gas interests we acquire will depend
primarily upon the prices paid for oil and natural gas production. Oil and natural gas prices historically have been volatile and likely
will continue to be volatile in the future, especially given current world geopolitical conditions. Cash flows from operations are highly
dependent on the prices that we receive for oil and natural gas. This price volatility could affect the amount of our cash flows available
for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject
to a variety of additional factors that are beyond our control. These factors include:

 the
 level of consumer demand for oil and natural gas;

 the
 domestic and foreign supply of oil and natural gas;

 the
 ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil price
 and production controls;

 the
 price of foreign oil and natural gas;

 domestic
 governmental regulations and taxes;

 the
 price and availability of alternative fuel sources;

 weather
 conditions;

 market
 uncertainty due to political conditions in oil and natural gas producing regions, including the Middle East; and

 worldwide
 economic conditions.

 These
factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price
movements with any certainty. Declines in oil and natural gas prices affect our revenues and could reduce the amount of oil and natural
gas that we can produce economically. Accordingly, such declines could have a material adverse effect on our financial condition, results
of operations, oil and natural gas reserves and the carrying values of our oil and natural gas properties. If the oil and natural gas
industry experiences significant price declines, we may be unable to make planned expenditures, among other things. If this were to happen,
we may be forced to abandon or curtail our business operations, which would cause the value of an investment in us to decline or become
worthless.

 In
early March 2020, the market experienced a precipitous decline in oil prices in response to concerns about oil demand due to the economic
impact of COVID-19 and anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia.

 If
oil or natural gas prices reverse and go on a downward trend or drilling efforts are unsuccessful, we could be required to record additional
write-downs of our oil and natural gas properties. Write-downs may occur when oil and natural gas prices are low, or if we have downward
adjustments to our estimated proved reserves, increases in our estimates of operating or development costs, deterioration in drilling
results or mechanical problems with wells where the cost to redrill or repair is not supported by the expected economics.

 Under
the full cost method of accounting, capitalized oil and natural gas property costs less accumulated depletion and net of deferred income
taxes may not exceed an amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural
gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated
fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, an impairment
would be recognized. Additionally, periodic review of unevaluated properties may result in an impairment adjustment.

 Because
of the inherent dangers involved in oil and natural gas operations, there is a risk that we may incur liability or damages as we conduct
our business operations, which could force us to expend a substantial amount of money in connection with litigation and/or a settlement.

 The
oil and natural gas business involves a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse,
explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental
hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life,
severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities,
regulatory investigation and penalties and suspension of operations. In addition, we may be liable for environmental damages caused by
previous owners of property purchased and leased by us. In recent years, there has also been increased scrutiny on the environmental
risk associated with hydraulic fracturing, such as underground migration and surface spillage or mishandling of fracturing fluids including
chemical additives. Hydraulic fracturing technology has evolved and continues to evolve and become more aggressive. We believe that recent
designs have seen improvement in, among other things, proppant per foot, barrels of water per stage, fracturing stages, and clusters
per fracturing stage. In addition, we will need to quickly adapt to the evolving technology, which could take time and divert our attention
to other business matters. Even with improved hydraulic fracturing technology, substantial liabilities to third parties or governmental
entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions
or result in the loss of our properties and/or force us to expend substantial monies in connection with cleanup, litigation or settlements.
While we have insurance to cover some of such losses and liabilities, it may not be adequate to cover any losses or liabilities. We cannot
predict the availability of insurance or the availability of insurance at premium levels that justify our purchase. The occurrence of
a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations.
We may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks
presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered
by insurance could have a material adverse effect on our financial condition and results of operations.

 The
market for oil and natural gas is intensely competitive, and competition pressures could force us to abandon or curtail our business
plan.

 The
market for oil and natural gas exploration services is highly competitive, and we only expect competition to intensify in the future.
Numerous well-established companies are focusing significant resources on exploration and are currently competing with us for oil and
natural gas opportunities. Other oil and natural gas companies may seek to acquire oil and natural gas leases and properties that we
have targeted. Additionally, other companies engaged in our line of business may compete with us from time to time in obtaining capital
from investors. Competitors include larger companies which, in particular, may have access to greater resources, may be more successful
in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which
may give them a competitive advantage. Actual or potential competitors may be strengthened through the acquisition of additional assets
and interests. Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the
same purpose as oil and natural gas but are manufactured from renewable resources.

 As
a result, we may not be able to compete successfully and competitive pressures may adversely affect our business, results of operations,
and financial condition. If we are not able to successfully compete in the marketplace, we could be forced to curtail or even abandon
our current business plan, which could cause any investment in us to become worthless.

 Inflation
may adversely affect us by increasing costs beyond what we can recover through price increases and limit our ability to enter into future
traditional debt financing.

 Inflation
can adversely affect us by increasing costs of critical materials, equipment, labor, and other services. In addition, inflation is often
accompanied by higher interest rates. Continued inflationary pressures could impact our profitability. Inflation may also affect our
ability to enter into future traditional debt financing, as high inflation may result in an increase in cost.

 We
may not be able to successfully manage growth, which could lead to our inability to implement our business plan.

 Any
growth of the Company may place a significant strain on our managerial, operational and financial resources, especially considering that
we currently only have a small number of executive officers, employees and advisors. Further, as we enter into additional contracts,
we will be required to manage multiple relationships with various consultants, businesses and other third parties. These requirements
will be exacerbated in the event of our further growth or in the event that the number of our drilling and/or extraction operations increases.
Our systems, procedures and/or controls may not be adequate to support our operations or that our management will be able to achieve
the rapid execution necessary to successfully implement our business plan. If we are unable to manage our growth effectively, our business,
results of operations and financial condition will be adversely affected, which could lead to us being forced to abandon or curtail our
business plan and operations.

 Developing
oil and natural gas wells and producing oil and natural gas are costly and high-risk activities with many uncertainties that could adversely
affect future production from our oil and natural gas properties. Any delays, reductions or cancellations in development and producing
activities could materially, adversely impact the value of your shares of common stock.

 Development
of undeveloped reserves in the future requires substantial capital expenditures and successful drilling operations of our
oil and natural gas properties. All of the development costs related to our Hazel Project were paid by MHP. Under the Option Agreement,
we granted MHP the option to acquire the Hazel Project in exchange for it conducting, and paying for, development activity sufficient
to maintain the Hazel mineral leases in good standing. The Option Agreement provided that if MHP declined to exercise the option to acquire
the property, we would be obligated to reimburse them for their cost of the development activity to the extent that the wells produced
revenues beyond the date of the option's lapse until the total amount of development expenses are reimbursed. MHP declined to exercise
the option effective September 30, 2021.

 Delays
in the development of the reserves, increases in drilling and development costs (including expenses related to secondary and tertiary
recovery techniques) of such reserves or decreases or continued volatility in commodity prices will reduce the future net revenues of
the estimated possible reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves
could force us to reclassify certain of the proved reserves as unproved reserves.

 In
addition, the process of developing oil and natural gas wells and producing oil and natural gas from our properties is subject to numerous
risks beyond our control. The ability to carry out operations or to finance planned development expenses could be materially and adversely
affected by any factor that may curtail, delay, reduce or cancel development and production, including:

 delays
 imposed by or resulting from compliance with environmental and other governmental or regulatory requirements, including permitting
 requirements, limitations on or resulting from wastewater discharge and disposal of exploration and production wastes, including,
 subsurface injections, as well as additional regulation with respect to GHG emissions;

 pressure
 or irregularities in geological formations;

 restricted
 access to land for drilling or to existing pipeline infrastructure;

 lack
 of available gathering, transportation and processing facilities, including availability on commercially reasonable terms, or delays
 in construction of gathering facilities;

 lack
 of available capacity on interconnecting transmission pipelines;

 equipment
 failures or accidents;

 failure
 of secondary recovery operations to perform as expected;

 unexpected
 operational events and drilling conditions;

 declines
 in oil or natural gas prices;

 limitations
 in the market for oil or natural gas;

 pipe
 or cement failures;

 casing
 collapses;

 shortages,
 unavailability or high cost of drilling rigs, tubular materials, equipment, supplies, personnel and services;

 lost
 or damaged drilling and service tools;

 loss
 of drilling fluid circulation;

 uncontrollable
 flows of oil and natural gas, water or drilling fluids;

 blowouts,
 explosions fires and natural disasters;

 environmental
 hazards, such as oil and natural gas leaks, pipeline and tank ruptures, encountering naturally occurring radioactive materials, and
 unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface
 environment;

 adverse
 weather conditions, such as drought, floods, blizzards, tornados and ice storms; and

 title
 problems or legal disputes regarding leasehold rights.

 Our
operations are heavily dependent on current environmental regulation, changes in which we cannot predict.

 Oil
and natural gas activities that we will engage in, including production, processing, handling and disposal of hazardous materials, such
as hydrocarbons and naturally occurring radioactive materials (if any), are subject to stringent regulation. We could incur significant
costs, including cleanup costs resulting from a release of hazardous material, third-party claims for property damage and personal injuries
fines and sanctions, as a result of any violations or liabilities under environmental or other laws. Changes in or more stringent enforcement
of environmental laws could force us to expend additional operating costs and capital expenditures to stay in compliance.

 Various
federal, state and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection of
the environment, directly impact oil and natural gas exploration, development and production operations, and consequently may impact
our operations and costs. These regulations include, among others, (i) regulations by the EPA and various state agencies regarding approved
methods of disposal for certain hazardous and non-hazardous wastes; (ii) CERCLA and analogous state laws which regulate the removal or
remediation of previously disposed wastes (including wastes disposed of or released by prior owners or operators), property contamination
(including groundwater contamination), and remedial plugging operations to prevent future contamination; (iii) the CAA and comparable
state and local requirements which regulate air emissions; (iv) the Oil Pollution Act of 1990 which contains numerous requirements relating
to the prevention of and response to oil spills into waters of the United States; (v) the RCRA which is the principal federal statute
governing the treatment, storage and disposal of hazardous wastes; (vi) the Federal Water Pollution Control Act and comparable state
and local requirements which regulate discharges to federal and state waters; and (vii) state regulations and statutes governing the
handling, treatment, storage and disposal of naturally occurring radioactive material.

 We
believe that we will be in substantial compliance with applicable environmental laws and regulations. We cover all costs associated with
the related insurance coverage for such environmental regulatory compliance. To date, other than the cost of insurance, we have not expended
any amounts to comply with such regulations, and we do not currently anticipate that future compliance will have a materially adverse
effect on our consolidated financial position, results of operations or cash flows. However, if we are deemed to not be in compliance
with applicable environmental laws, we could be forced to expend significant funds to be in compliance, which would have a materially
adverse effect on our financial condition.

 Government
regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

 Several
states, including Texas, and local jurisdictions, have adopted, or are considering adopting, regulations that could restrict or prohibit
hydraulic fracturing in certain circumstances, impose more stringent operating standards and/or require the disclosure of the composition
of hydraulic fracturing fluids. The Texas Legislature adopted legislation, effective September 1, 2011, requiring oil and natural gas
operators to publicly disclose the chemicals used in the hydraulic fracturing process. The Texas Railroad Commission adopted rules and
regulations implementing this legislation that apply to all wells for which the Texas Railroad Commission issues an initial drilling
permit after February 1, 2012. The law requires that the well operator disclose the list of chemical ingredients subject to the requirements
of OSHA for disclosure on an internet website and also file the list of chemicals with the Texas Railroad Commission with the well completion
report. The total volume of water used to hydraulically fracture a well must also be disclosed to the public and filed with the Texas
Railroad Commission. Also, in May 2013, the Texas Railroad Commission adopted rules governing well casing, cementing and other standards
for ensuring that hydraulic fracturing operations do not contaminate nearby water resources. The rules took effect in January 2014. Additionally,
on October 28, 2014, the Texas Railroad Commission adopted disposal well rule amendments designed, among other things, to require applicants
for new disposal wells that will receive non-hazardous produced water and hydraulic fracturing flowback fluid to conduct seismic activity
searches utilizing the U.S. Geological Survey. The searches are intended to determine the potential for earthquakes within a circular
area of 100 square miles around a proposed new disposal well. The disposal well rule amendments, which became effective on November 17,
2014, also clarify the Texas Railroad Commission's authority to modify, suspend or terminate a disposal well permit if scientific
data indicates a disposal well is likely to contribute to seismic activity. The Texas Railroad Commission has used this authority to
deny permits and temporarily suspend operations for waste disposal wells and, in September 2021, the Texas Railroad Commission curtailed
the amount of water companies were permitted to inject into some wells in the Permian Basin, and has since indefinitely suspended some
permits there and expanded the restrictions to other areas. These restrictions on use of produced water and a moratorium on new produced
water disposal wells could result in increased operating costs, requiring us or our service providers to truck produced water, recycle
it or pump it through the pipeline network or other means, all of which could be costly. We or our service providers may also need to
limit disposal well volumes, disposal rates and pressures or locations, or require us or our service providers to shut down or curtail
the injection of produced water into disposal wells. These factors may make drilling and completion activity in the affected parts of
the Permian Basin less economical and adversely impact our business, results of operations and financial condition.

 Climate
change laws and regulations restricting emissions of GHGs could result in increased operating costs and reduced demand for the oil and
natural gas that we produce.

 The
EPA previously published its findings that emissions of GHGs present a danger to public health and the environment because such gases
are, according to the EPA, contributing to warming of the Earth's atmosphere and other climatic changes. Based on these findings,
the EPA has adopted various rules to address GHG emissions under existing provisions of the CAA. For example, the EPA has adopted rules
requiring the reporting of GHG emissions from various oil and natural gas operations on an annual basis, which includes certain of our
operations. In addition, in June 2016, the EPA finalized rules to reduce methane emissions from new, modified or reconstructed sources
in the oil and natural gas sector, including implementation of an LDAR program to minimize methane emissions, under the CAA's New
Source Performance Standards Quad Oa. However, the EPA has taken several steps to delay implementation of the Quad Oa standards. The
agency proposed a rulemaking in June 2017 to stay the requirements for a period of two years and in October 2018, the EPA proposed revisions
to Quad Oa, such as changes to the frequency for monitoring fugitive emissions at well sites and changes to requirements that a professional
engineer certify when meeting certain Quad Oa requirements is technically infeasible. In September 2020, the EPA finalized amendments
to Quad Oa that rescind requirements for the transmission and storage segment of the oil and natural gas industry and rescind methane-specific
limits that apply to the industry's production and processing segments, among other things. On June 30, 2021, Congress issued a
joint resolution pursuant to the Congressional Review Act disapproving the September 2020 rule, and on November 15, 2021, EPA issued
a proposed rule to revise the Quad Oa regulations that, if finalized, would require methane emissions reductions and implementation of
a fugitive emissions monitoring and repair program. EPA has also announced its intention to issue a supplemental proposal in 2022 that
may expand on or modify the 2021 proposal in response to public input. It is possible that these rules will continue to require oil and
natural gas operators to expend material sums.

 In
addition, in November 2016, BLM issued final rules to reduce methane emissions from venting, flaring, and leaks during oil and natural
gas operations on public lands that are substantially similar to the EPA Quad Oa requirements. However, on December 8, 2017, the BLM
published a final rule to temporarily suspend or delay certain requirements contained in the November 2016 final rule until January 17,
2019, including those requirements relating to venting, flaring and leakage from oil and natural gas production activities. Further,
in September 2018, the BLM published a final rule to revise or rescind certain provisions of the 2016 rule. On July 21, 2020, a Wyoming
federal court vacated almost all of the 2016 rule, including all provisions relating to the loss of gas through venting, flaring, and
leaks, and on July 15, 2020, a California federal court vacated the 2018 rule. While, as a result of these developments, future implementation
of the EPA and BLM methane rules is uncertain, given the long-term trend towards increasing regulation, future federal GHG regulations
of the oil and natural gas industry remain a possibility. We may be required to expend significant costs to obtain the necessary equipment
(pollution control equipment and optical gas imaging equipment for LDAR inspections) and personnel trained to assist with inspection
and reporting requirements to ensure we are in compliance with these rules.

 We
may incur increasing attention to environmental, social and governance ("ESG") matters that may impact our business.

 Businesses
across all industries were facing increasing scrutiny from stakeholders related to their ESG practices. If we do not adapt to or comply
with investor or stakeholder expectations and standards, which are evolving, regardless of whether there is a legal requirement to do
so, we may suffer from reputational damage and the business, financial condition and/or the value of our common stock could be materially
and adversely affected. Increasing attention to climate change, increasing societal expectations on businesses to address climate change,
and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our hydrocarbon products,
reduced profits, increased investigations and litigation, and negative impacts on our ability to access capital markets.

 In
addition, organizations that provided information to investors on corporate governance and related matters have developed rating processes
for evaluating business entities on their approach to ESG matters. Currently, there are no universal standards for such scores or ratings,
but the importance of sustainability evaluations is becoming more broadly accepted by investors and shareholders. Such ratings are used
by some investors to inform their investment and voting decisions. Additionally, certain investors use these scores to benchmark businesses
against their peers. If we are perceived as lagging, our investors may engage with such third party organizations to require improved
ESG disclosure or performance.

 Our
estimates of the volume of reserves could have flaws, or such reserves could turn out not to be commercially extractable. As a result,
our future revenues and projections could be incorrect.

 Estimates
of reserves and of future net revenues prepared by different petroleum engineers may vary substantially depending, in part, on the assumptions
made and may be subject to adjustment either up or down in the future. Our actual amounts of production, revenue, taxes, development
expenditures, operating expenses, and quantities of recoverable oil and natural gas reserves may vary substantially from the estimates.
Oil and natural gas reserve estimates are necessarily inexact and involve matters of subjective engineering judgment. In addition, any
estimates of our future net revenues and the present value thereof are based on assumptions derived in part from historical price and
cost information, which may not reflect current and future values, and/or other assumptions made by us that only represent our best estimates.
If these estimates of quantities, prices and costs prove inaccurate, we may be unsuccessful in expanding our oil and natural gas reserves
base with our acquisitions. Additionally, if declines in and instability of oil and natural gas prices occur, then write downs in the
capitalized costs associated with any oil and natural gas assets we obtain may be required. Because of the nature of the estimates of
our reserves and estimates in general, reductions to our estimated proved oil and natural gas reserves and estimated future net revenues
may not be required in the future, and/or that our estimated reserves may not be present and/or commercially extractable. If our reserve
estimates are incorrect, we may be forced to write down the capitalized costs of our oil and natural gas properties.

 Decommissioning
costs are unknown and may be substantial. Unplanned costs could divert resources from other projects.

 We
may become responsible for costs associated with abandoning and reclaiming wells, facilities and pipelines which we use for production
of oil and natural gas reserves. Abandonment and reclamation of these facilities and the costs associated therewith is often referred
to as "decommissioning." We accrue a liability for decommissioning costs associated with our wells but have not established
any cash reserve account for these potential costs in respect of any of our properties. If decommissioning is required before economic
depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular
time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs. The use of other funds
to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

 We
may have difficulty distributing production, which could harm our financial condition.

 In
order to sell the oil and natural gas that we are able to produce, if any, the operators of the wells we obtain interests in may have
to make arrangements for storage and distribution to the market. We will rely on local infrastructure and the availability of transportation
for storage and shipment of our products, but infrastructure development and storage and transportation facilities may be insufficient
for our needs at commercially acceptable terms in the localities in which we operate. This situation could be particularly problematic
to the extent that our operations are conducted in remote areas that are difficult to access, such as areas that are distant from shipping
and/or pipeline facilities. These factors may affect our and potential partners' ability to explore and develop properties and
to store and transport oil and natural gas production, increasing our expenses.

 Furthermore,
weather conditions or natural disasters, actions by companies doing business in one or more of the areas in which we will operate, or
labor disputes may impair the distribution of oil and/or natural gas and in turn diminish our financial condition or ability to maintain
our operations.

 The
marketability of any future production will be dependent upon transportation and other facilities, certain of which we do not control.
When these facilities are unavailable, our operations can be interrupted and any revenues reduced.

 The
marketability of any future production depends in part upon the availability, proximity and capacity of transportation facilities owned
by third parties. The oil produced will be transported from the wellhead to our tank batteries by our gathering system. Our purchasers
would then transport the oil by truck to a pipeline for transportation. Our natural gas production will generally be transported by our
gathering lines from the wellhead to an interconnection point with the purchaser. We do not control these trucks and other third-party
transportation facilities and our access to them may be limited or denied. Insufficient production from our wells to support the construction
of pipeline facilities by our purchasers or a significant disruption in the availability of our or third-party transportation facilities
or other production facilities could adversely impact our ability to deliver to market or produce our production and thereby cause a
significant interruption in our operations.

 We
may be required to flare a portion of our natural gas production for a number of reasons, including the fact that (i) our well is not
yet tied into the third-party gathering system, (ii) the pressures on the third-party gathering system are too high to allow additional
production from our well to be transported or (iii) our production is prorated due to high demand on the third-party gathering system.
We may flare additional gas from time to time.

 Also,
the transfer of our oil and natural gas through third-party pipelines may be curtailed or delayed if it does not meet the quality specifications
of the pipeline owners. Our access to transportation options, including trucks owned by third parties, can also be affected by U.S. federal
and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand.
If, in the future, we are unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter
production-related difficulties, we may be required to shut in or curtail production. Any such shut in or curtailment, or an inability
to obtain favorable terms for delivery of our production, would adversely affect our financial condition and results of operations.

 Our
business will suffer if we cannot obtain or maintain necessary licenses.

 Our
operations will require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. Our
ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and
to the discretion of the applicable governments, among other factors. Our inability to obtain, or our loss of or denial of extension
of, any of these licenses or permits could hamper our ability to produce revenues from our operations.

 Challenges
to our properties may impact our financial condition.

 Title
to oil and natural gas interests is often not capable of conclusive determination without incurring substantial expense. While we have
made and intend to make appropriate inquiries into the title of properties and other development rights we have acquired and intend to
acquire, title defects may exist. In addition, we may be unable to obtain adequate insurance for title defects, on a commercially reasonable
basis or at all. If title defects do exist, it is possible that we may lose all or a portion of our right, title and interests in and
to the properties to which the title defects relate. If our property rights are reduced, our ability to conduct our exploration, development
and production activities may be impaired. To mitigate title problems, common industry practice is to obtain a title opinion from a qualified
oil and natural gas attorney prior to the drilling operations of a well.

 We
rely on technology to conduct our business, and our technology could become ineffective or obsolete.

 We
rely on technology, including geographic and seismic analysis techniques and economic models, to develop any reserve estimates and to
guide our exploration, development and production activities. We and our operator partners will be required to continually enhance and
update our technology to maintain its efficacy and to avoid obsolescence. The costs of doing so may be substantial and may be higher
than the costs that we anticipate for technology maintenance and development. If we are unable to maintain the efficacy of our technology,
our ability to manage our business and to compete may be impaired. Further, even if we are able to maintain technical effectiveness,
our technology may not be the most efficient means of reaching our objectives, in which case we may incur higher operating costs than
we would were our technology more efficient.

 The
loss of key personnel would directly affect our efficiency and profitability.

 Our
future success is dependent, in a large part, on retaining the services of our planned management team. Our executive officers possess
a unique and comprehensive knowledge of our industry and related matters that are vital to our success within the industry. The knowledge,
leadership and technical expertise of these individuals would be difficult to replace. The loss of one or more of our officers could
have a material adverse effect on our operating and financial performance, including our ability to develop and execute our long-term
business strategy. We do not maintain key-man life insurance with respect to any employees.

 We
have limited management and staff and are dependent upon partnering arrangements and third-party service providers.

 We
have two part-time employees, including our Chief Executive Officer and Chief Financial Officer. The loss of these individuals would
have an adverse effect on our business, as we have very limited personnel. We leverage the services of other independent consultants
and contractors to perform various professional services, including engineering, oil and natural gas well planning and supervision, and
land, legal, environmental and tax services. We also pursue alliances with partners in the areas of geological and geophysical services
and prospect generation, evaluation and prospect leasing. Our dependence on third-party consultants and service providers create a number
of risks, including but not limited to:

 the
 possibility that such third parties may not be available to us as and when needed; and

 the
 risk that we may not be able to properly control the timing and quality of work conducted with respect to our projects.

 If
we experience significant delays in obtaining the services of such third parties or they perform poorly, our results of operations and
stock price could be materially adversely affected.

of our directors and officers have significant duties with, and spend significant time serving, entities that may compete with us in
seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business
opportunities.

of our directors and officers, who are responsible for managing the direction of our operations and acquisition activities, hold positions
of responsibility with other entities that are in the business of identifying and acquiring oil and natural gas properties. The existing
positions held by these directors and officers may give rise to fiduciary or other duties that are in conflict with the duties they owe
to us. These directors and officers may become aware of business opportunities that may be appropriate for presentation to us as well
as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, they
may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts
of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated,
and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor.

 Our
business and operations may be adversely affected by the COVID-19 pandemic and may be adversely affected by other similar outbreaks.

 The
timeline and potential magnitude of the COVID-19 outbreak continues to be unknown. The continuation or amplification of the COVID-19
pandemic could continue to more broadly affect the United States and global economy, including our business and operations, and the demand
for oil and natural gas. Other contagious diseases in the human population could have similar adverse effects. The potential impact from
COVID-19 is difficult to predict, therefore, the extent to which it will negatively affect our operating results, or the duration of
any potential business disruption is uncertain. The magnitude and duration of any impact will depend on future developments and new information
that may emerge regarding the duration of COVID-19 pandemic, the severity of any variants thereof, rate of vaccinations and other actions
taken by authorities to contain its impact or otherwise treat the disease, all of which are beyond our control.

 Terrorist
attacks or cyber-incidents could result in information theft, data corruption, operational disruption and/or financial loss.

 Like
most companies, we have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud
applications and services, to operate our businesses, to process and record financial and operating data, communicate with our business
partners, analyze mine and mining information, estimate quantities of coal reserves, as well as other activities related to our businesses.
Strategic targets, such as energy-related assets, may be at greater risk of future terrorist or cyber-attacks than other targets in the
United States. Deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third
parties, or cloud-based applications could lead to corruption or loss of our proprietary data and potentially sensitive data, delays
in production or delivery, difficulty in completing and settling transactions, challenges in maintaining our books and records, environmental
damage, communication interruptions, other operational disruptions and third-party liability. Our insurance may not protect us against
such occurrences. Consequently, it is possible that any of these occurrences, or a combination of them, could have a material adverse
effect on our business, financial condition, results of operations and cash flows. Further, as cyber incidents continue to evolve, we
may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate
any vulnerability to cyber incidents. We plan to adopt plans and policies to address precautions with respect to data security and appropriate
responses in case of a reported breach.

 The
2021 Note with Meta (now Mr. McCabe) contains restrictive covenants that limit our operations.

 In
2021, we borrowed $15 million pursuant to the terms of the 2021 Note (defined below). The 2021 Note includes a restrictive covenant that,
subject to certain exceptions and qualifications, restricts our ability to merge or consolidate with another person or entity, or sell
or transfer all or substantially all of our assets, unless we are the surviving entity or the successor entity assumes all of obligations
under the 2021 Note. This restriction may restrict our current and future operations, particularly our ability to respond to certain
changes in our business or industry or take future actions. See the section titled "Management's Discussion and Analysis
of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information.

 The
2021 Note is secured by a security interest in shares of common stock of Meta and a 25% working interest in the Orogrande Project as
defined in the Security Agreement (defined below), held by the Pledgor (defined below) and Pledgor's affiliate, Wolfbone, respectively.
Any default that is not waived could permit Meta, as lender, to exercise rights and remedies with respect to all of the collateral that
is securing the 2021 Note, and/or other rights and remedies under applicable law. Upon the completion of the Merger (defined below) in
May 2023, Wolfbone became a subsidiary of the Company and the Security Agreement will remain in place.

 Our
ability to meet these restrictive covenants or to avoid defaults can be impacted by events beyond our control. The 2021 Note provides
that our breach or failure to satisfy certain covenants constitutes an event of default. Upon the occurrence of an event of default,
Meta as our lender could elect to declare all amounts outstanding under the 2021 Note to be immediately due and payable. If the outstanding
debt under the 2021 Note was to be accelerated, we may not have sufficient cash on hand to repay it, which would have an immediate adverse
effect on our business and operating results. This could potentially cause us to cease operations and result in a complete loss of your
investment in our common stock.

 On
August 7, 2023, following the Loan Purchase, Mr. McCabe acquired the Note thereby replacing Meta as the lender and secured party under
the 2021 Note. The Company's obligations under the 2021 Note remain unchanged. Following amendments to the Notes the maturity dates
have been extended to December 31, 2025.

 The
2022 Note with Mr. McCabe contains restrictive covenants that limit our operations.

 On
December 22, 2022, we borrowed $2 million pursuant to the terms of the 2022 Note (defined below), which has a maximum principal amount
available for borrowing of $20 million, all of which had been drawn as of December 31, 2023. If we are not in compliance with the covenants
of the 2022 Note, or if we are in default under the 2022 Note, it is possible that Mr. McCabe will not offer to extend any additional
loans under the 2022 Note, which may affect our business as a going concern. The 2022 Note includes a restrictive covenant that, subject
to certain exceptions and qualifications, restricts our ability to merge or consolidate with another person, or sell or transfer all
or substantially all of our assets, unless we are the surviving entity or the successor entity assumes all obligations under the 2022
Note. This restriction may restrict our current and future operations, particularly our ability to respond to certain changes in our
business or industry or take future actions. See "Management's Discussion and Analysis of Financial Condition and Results
of Operations—Liquidity and Capital Resources" for additional information.

 Our
ability to meet these restrictive covenants or to avoid defaults can be impacted by events beyond our control. The 2022 Note provides
that our breach or failure to satisfy certain covenants constitutes an event of default. Upon the occurrence of an event of default,
Mr. McCabe as our lender could elect to declare all amounts outstanding under the 2022 Note to be immediately due and payable. If the
outstanding debt under the 2022 Note was to be accelerated, we may not have sufficient cash on hand to repay it, which would have an
immediate material adverse effect on our business and operating results. This could potentially cause us to cease operations and result
in a complete loss of your investment in our common stock.

 Our
Loan Agreement with Meta (now Mr. McCabe) contains restrictive covenants that limit our operations.

 In
2022, we borrowed an aggregate principal amount of $5.0 million pursuant to the terms of the Loan Agreement (defined below), which is
the maximum principal balance available under the Loan Agreement. The Loan Agreement contains various restrictive covenants and other
restrictions, which include, among other things, restrictions on:

 our
 ability to transfer all or part of our business or property, except for inventory in the ordinary course of business, surplus or
 obsolete equipment, permitted liens, and transfers of cash permitted by the agreement;

 our
 ability to liquidate or dissolve or merge or consolidate with another entity, or acquire another entity;

 our
 ability to incur additional debt beyond certain limits or encumber our assets; and

 our
 ability to pay dividends or make investments, other than permitted investments.

 These
restrictions may restrict our current and future operations, particularly our ability to respond to certain changes in our business or
industry or take future actions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources" for additional information.

 Our
ability to meet these restrictive covenants can be impacted by events beyond our control. The Loan Agreement provides that our breach
or failure to satisfy certain covenants constitutes an event of default. Upon the occurrence and during the continuance of an event of
default, Meta as the lender could elect to (i) declare all outstanding principal and accrued and unpaid interest under the Loan Agreement
immediately due and payable, (ii) terminate any remaining commitment to make loans under the Loan Agreement, and/or (iii) exercise certain
other rights and remedies anticipated under the Loan Agreement. The events of default under the Loan Agreement include, among other things
(subject to grace periods in certain instances), payment defaults, breaches of covenants or representations and warranties, a change
in control or certain material adverse effects as defined in the Loan Agreement, material judgments and attachments, cross defaults with
certain of our other material indebtedness, and bankruptcy and insolvency events with respect to us and our subsidiaries. If the outstanding
debt under the Loan Agreement was to be accelerated, we may not have sufficient cash on hand to repay it, which would have an immediate
adverse effect on our business and operating results. This could potentially cause us to cease operations and result in a complete loss
of your investment in our common stock.

 Risks
Relating to Our Status as a Public Reporting Company

 We
are an emerging growth company and a smaller reporting company, subject to less stringent reporting and regulatory requirements of other
publicly reporting companies and this status may have an adverse effect on our ability to attract interest in our common stock.

 We
are an emerging growth company as defined in the JOBS Act. As long as we remain an emerging growth company, we may take advantage of
certain exemptions from various reporting and regulatory requirements that are applicable to other public reporting companies that are
not emerging growth companies. We cannot predict if investors will find our common stock less attractive if we choose to rely on these
exemptions.

 Additionally,
we are a "smaller reporting company" as defined under the Exchange Act. Smaller reporting companies may take advantage of
certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company provided: (1) the market value of our common stock held by non-affiliates is less than $250 million,
calculated annually, as of the last business day of our second fiscal quarter, or (2) our annual revenues are less than $100 million
during such completed fiscal year and the market value of our common stock held by non-affiliates is less than $700 million, calculated
annually, as of the last business day of our second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations,
it may also make comparison of our financial statements with other public reporting companies difficult or impossible.

 Risk
Related to Ownership of Our Common Stock

 Our
common stock is not eligible with the Depository Trust Company ("DTC"), which may result in brokerage firms being unwilling
to hold or trade the stock.

 Our
shares of common stock are not eligible with DTC to permit our shares of common stock to trade electronically. If an issuer is not "DTC-eligible,"
then its capital stock cannot be electronically transferred between brokerage accounts, which means that brokerage firms may be unwilling
to hold or trade our common stock, restricting all trades by holders of our common stock.

 No
trading market for our common stock is expected to develop.

 There
is no public market for our shares of common stock and our shares are not DTC eligible for electronic trading to third parties. There
is no expectation that a trading market will develop or be sustained. Accordingly, stockholders may have to hold the shares of common
stock indefinitely.

 We
do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on an investment in our common stock must
come from increases in the fair market value of the common stock.

 We
do not intend to pay cash dividends on our common stock in the foreseeable future. We expect to retain future earnings, if any, for reinvestment
in our business. Also, any credit agreements, which we may enter into, may restrict our ability to pay dividends. Whether we pay cash
dividends in the future will be at the discretion of our Board of Directors (the "Board") and will be dependent upon our
financial condition, results of operations, cash requirements, future prospects and any other factors our Board deems relevant. Therefore,
any return on an investment in our common stock must come from increases in the fair market value of the common stock.

 Our
outstanding Series A Redeemable Preferred Stock begins accruing dividends on August 20, 2026 and has liquidation preference over our
common stock.

 On
August 20, 2025, the Company issued 3,000,000 shares of newly designated Series A Redeemable Preferred Stock (the "Preferred Stock").
The holders of the Preferred Stock have no voting rights. At the Company's option, it may redeem the Preferred Stock, in whole
or from time to time in part, on any business day after the date of issuance, at a per share redemption price equal to $1.00 plus all
accrued and unpaid dividends on such share, if any. The Preferred Stock begins accruing dividends on the first anniversary of the issuance
date, August 20, 2026, at the rate of 18% per annum of the per share redemption/liquidation price ($1.00 plus all unpaid dividends on
such share). Additionally, there are restrictions on the Company declaring or making any distribution on common stock while there are
any accrued and unpaid dividends owed to holders of Preferred Stock. Holders of the Preferred Stock also have certain rights upon liquidation,
dissolution or winding up of the Company or upon a change or control of the Company. Specifically, in the event of any liquidation, dissolution
or winding up, holders of the Preferred stock will have liquidation preference over holders of common stock.

 We
may issue preferred stock with terms that could adversely affect the voting power or value of our common stock.

 Our
Board has the authority to cause us to issue, without any further vote or action by the stockholders, shares of preferred stock in one
or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, voting rights and terms of redemption, redemption price or prices and liquidation preferences of
such series. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common
stock. For example, we might afford holders of preferred stock the right to elect some number of our directors in all events or upon
the occurrence of specified events or the right to vote on specified transactions. Similarly, the repurchase or redemption rights or
liquidation preferences we might assign to holders of preferred stock could affect the residual value of our common stock.

 General
Risk Factors

 Ineffective
internal controls could impact our business and operating results.

 Our
internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the
possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only
reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy
of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their
implementation, our business and operating results could be harmed and the reliability of our consolidated financial statements could
be compromised.

 We
rely on information technology in our operations, and security breaches and other disruptions in our systems could compromise our information
and expose us to liability, which would cause our business and reputation to suffer.

 In
the ordinary course of our business, we collect and store sensitive data. Despite our security measures, our information technology and
infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. These incidents
may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes
of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. Any such breach could
compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. The result of these incidents
may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity
protection and insurance costs, litigation, damage to business relationships and regulatory fines and penalties. The costs related to
cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Although we intend to implement
additional processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, such measures will
not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not
be negatively impacted by such an incident. In addition, cybersecurity has become a top priority for regulators around the world, and
some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal
data. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our business, liability
to investors, regulatory intervention or reputational damage.

 Item
 1B.

 Unresolved
 Staff Comments

 None.

 Item 1C.

 Cybersecurity

 Risk
Management and Strategy

 The
Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated
into the Company's overall risk management systems, as overseen by the Company's Board of Directors, primarily through its
Audit Committee. The Company does not currently engage assessors, consultants, auditors, or other third parties in connection with any
such processes. Other than the integration of the Company's cybersecurity processes with the Company's overall risk management
systems, the Company does not have specific processes to oversee and identify such risks from cybersecurity threats associated with its
use of any third-party service provider.

 As
of the date of this report, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely
to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required
to be reported in this report.

 Governance

 Board
of Directors

 The
Audit Committee of the Company's Board of Directors, with the input of management, oversees the Company's internal controls,
including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The Chief Financial Officer
will directly inform the Audit Committee about the prevention, detection, mitigation, and remediation of cybersecurity incidents, when
applicable, so that the Audit Committee can monitor the same. Updates on cybersecurity matters, including material risks and threats,
will be provided to the Company's Audit Committee, and the Audit Committee provides updates to the Company's Board of Directors
at regular board meetings.

 Management

 Under
the oversight of the Audit Committee of the Board of Directors, the Company's Chief Financial Officer is primarily responsible
for the assessment and management of material cybersecurity risks and establishing and maintaining adequate and effective internal controls
covering cybersecurity matters. Although our Chief Financial Officer has extensive and broad expertise in overall accounting and executive
management, he does not have any prior work experience, relevant degrees, certifications or other background specific to cybersecurity.

 The
Audit Committee of the Company's Board of Directors, with the assistance of the Company's Chief Financial Officer, is responsible
for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the
public disclosure of material cybersecurity matters.

 For
further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factor in Item 1A. Risk Factors in
this report, titled " We rely on information technology in our operations, and security breaches and other disruptions in our
systems could compromise our information and expose us to liability, which would cause our business and reputation to suffer."

 Item
 3.

 Legal
 Proceedings

 On March 15, 2024, a securities class action captioned Targgart
v. Next Bridge Hydrocarbons, Inc., et al., No. 24-cv-1927, was filed in the U.S. District Court for the Eastern District of New York.
The action is brought on behalf of a putative class of persons or entities that acquired the Company's shares in connection with
the Company's spin-off from Meta Materials, Inc., in December 2022. The complaint names as defendants the Company and certain of
its current and former officers and directors. The complaint asserts claims under Sections 11 and 15 of the Securities Act, alleging that
the Form S-1 that the Company filed with the SEC on July 14, 2022, which became effective on November 18, 2022, contained untrue statements
or omissions. The complaint seeks, among other things, unspecified statutory and compensatory damages. On August 12, 2024, the case
was transferred to the Northern District of Texas. On September 9, 2024, plaintiffs filed an amended complaint that added a Section
12(a)(2) claim against the Company. On July 3, 2025, the District Court granted Defendants' Motion to Dismiss and dismissed the
case with prejudice. Final Judgment was entered that same day. On July 29, 2025, the plaintiffs filed a Notice of Appeal to appeal the
case to the U.S. Court of Appeals for the Fifth Circuit. This appeal is still pending.

 On May 7, 2024, a stockholder derivative petition
captioned Bartok v. Greg McCabe, et al., No. 017-352565-24, was filed in the District Court of Tarrant County, Texas. The petition
names the Company as a nominal defendant and asserts breach of fiduciary duty and other assorted claims against current and former officers
and directors of the Company and of Meta Materials, Inc. The stockholder makes allegations about the defendants' conduct in the
Company's 2022 spin-off from Meta Materials, Inc., and alleges continuing breaches by failing to correct allegedly misleading statements
made in connection with the spin-off. On November 13, 2025, the court issued an order of nonsuit without prejudice for the case after
the plaintiff filed a notice requesting the same.

 As previously disclosed in the Company's Form
10-Q for the three months ended September 30, 2024, the suit Hudspeth and Wolfbone Investments, LLC v. Datalog LWT, Inc. d/b/a Cordax
Evaluation Technologies was settled by the parties in May 2024 (the "Cordax matter"). During the year ended December 31,
2024, the Company received $872,267 of settlement proceeds from the Cordax matter.

 Item
 4.

 Mine
 Safety Disclosures

 Not
applicable.

 PART
II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our
common stock is not listed for trading on any stock exchange or market. The shares of common stock will not be eligible for electronic
transfer through the Depository Trust Company or any other established clearing corporation. Accordingly, there currently is no public
trading market for the common stock and there is no current expectation for a public market to develop.

 As
of December 4, 2025, we have approximately 6,759 holders of record of shares of our common stock. In computing
the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers, the holder of
the common stock, is counted as a single shareholder. A significant number of shares of our common stock are held in either nominee name
or street name brokerage accounts, and consequently, we are unable to determine the exact number of beneficial owners of our common stock.

 As
of December 4, 2025, we had a total of 264,637,564 shares of common stock issued and outstanding. This amount does not include
outstanding uncovered short positions held by foreign and domestic institutions. We are presently in communication with FINRA and the
SEC to bring light to the scope of the aggregate uncovered short position in our common stock. FINRA has previously reported that it
estimated that there was an aggregate short interest position in the Series A Preferred Shares of Meta Materials, Inc. (which converted
into our common stock and previously traded under the symbol "MMTLP" in the over-the-counter equity market) in accounts held
at U.S. member broker-dealers as of December 12, 2022 of approximately 2.65 million shares. This figure, however, does not include domestic
or foreign non-member entities that could act as custodians or agents holding securities for others, including foreign-registered broker-dealers.
We intend to continue to investigate this issue and hope to uncover more details in the future. But our ability to do this may be hindered
without the full support of the applicable regulatory bodies and broker-dealers that oversee these matters.

 Distributions

 We
do not intend to pay cash dividends on our common stock in the foreseeable future. We expect to retain future earnings, if any, for reinvestment
in our business. Whether we pay cash dividends in the future will be at the discretion of our Board and will be dependent upon our financial
condition, results of operations, cash requirements, future prospects and any other factors our Board deems relevant.

 Equity
Compensation Plan Information

 See
Item 11 for information regarding our Equity Incentive Plan.

 Sale
of Unregistered Securities

 On
December 30, 2024, the Company acquired the partnership interests from the Johnson Prospect participants in exchange for 8,432,047
shares of common stock valued at $843 upon the participants exercising an election granted in the Participants Agreements. The
certificates were distributed during the second quarter, 2025.

 On
December 31, 2024, the Company issued 3,000,000 shares of common stock to directors, an officer, and a consultant for services. The
certificates were distributed during the second quarter, 2025.

 The
offer and sale of the shares of common stock pursuant to the transactions described above were not registered under the Securities Act
of 1933, as amended (the "Securities Act"). The shares were issued in reliance on the exemptions from the registration requirements
of the Securities Act contained in Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. The subject
issuances of securities did not involve a "public offering" based upon the following factors: (i) each issuance of the securities
was an isolated private transaction; (ii) a limited number of securities were issued to single purchasers; (iii) there were no public
solicitations; (iv) the purchasers had represented that each was an accredited investor (as the term is defined in Rule 501(a) of Regulation
D under the Securities Act); (v) the investment intent of the purchasers; and (vi) the restriction on transferability of the securities
issued.

 Issuer
Purchases of Equity Securities.

 None.

 Item
 6.

 Reserved

 None.

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operation

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
and unaudited financial statements and related notes that are included elsewhere in this report. Some of the information contained in
this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ
materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include,
but are not limited to, those discussed below and elsewhere in this report, particularly under the section titled "Cautionary Statement
Concerning Forward-Looking Statements."

 Overview

 Our
consolidated financial statements have been prepared on a stand-alone basis. Our consolidated financial statements reflect our financial
position, results of operations and cash flows in conformity with GAAP.

 On
December 21, 2022, we entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with Hudspeth, Wolfbone,
MPC and Mr. McCabe, pursuant to which in a series of transactions the oil and natural gas leases, the lands covered by such leases, pooling
and communitization agreements, rights-of-way, the surface estate of the lands and all wells located in the Orogrande Project will be
transferred, conveyed and assigned to Hudspeth (or its designated assignee) in consideration of (1) treating the Orogrande Obligations
(as defined in the Merger Agreement) as having been irrevocably satisfied and discharged in full with respect to MPC and (2) an issuance
of 56,297,638 shares of our common stock to Mr. McCabe (such series of transactions collectively, the "Merger"). The Merger
was completed in May 2023 in accordance with the Texas Business Organizations Code, whereby (a) the Company will form NBH MergeCo, LLC
with the State of Texas ("MergeCo") in order to cause Hudspeth to assign all of its rights under the Merger Agreement to
MergeCo and MergeCo will assume Hudspeth's obligations under the Merger Agreement, (b) Hudspeth (or MergeCo, as its assignee),
Wolfbone and MPC shall merge with each of Wolfbone and MPC as surviving entities, and (c) Wolfbone became a direct and wholly-owned subsidiary
of the Company. The closing of the transactions contemplated by the Merger Agreement were subject to the satisfaction of certain customary
closing conditions, including filing and acceptance of the certificate of merger by the Secretary of State of the State of Texas.

 In
connection with the Merger, on December 22, 2022, the Company entered into the 2022 Note (defined below). The Company is entitled to
request advances under the 2022 Note in a minimum principal amount of $100,000 each. Mr. McCabe is the largest shareholder of our
common stock. As such, the Merger and 2022 Note constitute related party transactions which have been duly approved by our Board and
Audit Committee. As of December 31, 2024, the Company had drawn $21.53 million on the 2022 Note. The maturity date of the loan has
been amended to December 31, 2025.

 Recent
Developments

as of October 6, 2023, the Company and certain investor participants (each a "Participant" and collectively the "Participants")
entered into twenty-five separate Participation Agreements (the "Participation Agreements") to conduct drilling of wells
in the Company's approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which is a portion of the Company's
Orogrande Prospect.

to the Participation Agreement, the Participants collectively funded the cost of drilling, of approximately $9,000,000, which was used
to (i) acquire the rights to drill on the Johnson Prospect and (ii) finance the drilling of five (5) vertical wells in the Johnson Prospect
in connection with the Company's 2023 drilling program requirements under its University Lands Drilling and Development Unit Agreement.
Each Participant will have the right to participate in the drilling of additional wells on the Johnson Prospect in the future, including
an additional five (5) vertical wells in locations determined by Hudspeth Operating, LLC, the Company's wholly owned subsidiary
("Hudspeth"), in its sole discretion, in 2024. The Participation Agreement provides for an initial allocation of the working
interests and net revenue interests among each Participant and the Company and then a re-allocation upon payout or payment to such Participant
of drilling and completion costs for each well drilled. Following payout, the Company will own 25% of working interest as described below
and 18.75% net revenue interest in each well. Hudspeth will be the operator of the Johnson Prospect pursuant to a joint operating agreement
(the "Operating Agreement") entered into in connection with the Participation Agreement. The Participation Agreement and
the Operating Agreement required, among other things, that Hudspeth and the Company drill and complete at least five (5) vertical wells
by December 31, 2023, unless the term of the Participation Agreement is extended.

 The
wells were completed by December 31, 2023 satisfying the 2023 drilling obligation under the DDU Agreement.

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande DDU

December 30, 2024, the Board of Directors approved 8,432,047 shares of common stock to be issued to the Participants in
the Johnson Project. On October 6, 2023, the Company and certain investor participants (each a "Participant" and
collectively the "Participants") entered into twenty-five separate Participation Agreements (the "Participation
Agreements") to conduct drilling of wells in the Company's approximately 17,000 acre Johnson Prospect in Hudspeth County,
Texas, which was a portion of the Company's Orogrande Prospect. Within a specified period following drilling of the initial
five (5) wells, pursuant to the Participation Agreement, each Participant had the right to elect to transfer and assign all its
interests to the Company in exchange for the issuance of shares of common stock. All 25 participants elected to exercise that right
effective December 30, 2024 resulting in the approval of the issuance of common stock. The stock certificates were issued in
2025.

 Income
Taxes

 Judgment
is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. In the ordinary
course of business, tax issues may arise where the ultimate outcome is uncertain. Additionally, our tax returns are subject to audit
by various tax authorities. Consequently, changes in our estimates for contingent tax liabilities may materially impact our results of
operations or financial position.

 Results
of Operations.

 Historical
Results for the Years Ended December 31, 2024 and 2023

 Historical
Results for the Years Ended December 31, 2024

 For
the year ended December 31, 2024, we had a net loss of $59,614,467 compared to a net loss of $10,389,372 for the year ended December
31, 2023. At December 31, 2024, we had current assets of $757,261 and total assets of $1,431,991. As of December 31, 2024, we had current
liabilities of $52,176,110. Stockholders' deficit was $51,843,430 at December 31, 2024.

 Historical
Results for the Years Ended December 31, 2023

 For
the year ended December 31, 2023, we had a net loss of $10,389,372. At December 31, 2023, we had current assets of $2,085,810 and
total assets of $55,863,568. As of December 31, 2023, we had current liabilities of $49,180,169. Stockholders' equity was
$6,434,748 at December 31, 2023.

and Gross Profit

 Year Ended December 31

 2024

 2023

 Change

 Product Sales BOE

 Total Revenue

 $
 12,585

 $
 26,031

 ($
 13,446
)

 Cost of revenue

 ($
 186,006
)

 ($
 60,933
)

 $
 125,073

 Gross Profit (Loss)

 ($
 173,421
)

 ($
 36,464
)

 ($
 136,957
)

 Gross profit percentage

 -1378.00
 %

 -140.08
 %

 1018.57
 %

 Production
Revenues and Cost of Revenue

 For
the year ended December 31, 2024, we had production revenue of $12,585 compared to $26,031 in 2023. The change in revenue was primarily
due to the decrease in oil and natural gas production from 837 BOE for the 2023 period to 683 BOE for the 2024 period from the Oklahoma
Properties, a decrease in the average price of oil from $76.50 in 2023 to $71.34 in 2024 and a decrease in the average price of natural
gas from $2.07 in 2023 to $1.56 in 2024. Our cost of revenue, consisting of lease operating expenses and production taxes, was $60,933
for the year ended December 31, 2023, compared with $186,006 for the year ended December 31, 2024. For each of the years ended December
31, 2023 and 2024, production and revenue are detailed as follows:

 Oil

 Gas

 Production

 Production

 Oil

 Gas

 Total

 Property

 Quarter

 {BBLS}

 {MCF}

 Q1 - 2023

 $
 8141

 $
 2,783

 $
 10,924

 Q1 - 2023

 -

 -

 -

 Total Q1-2023

 $
 8,141

 $
 2,783

 $
 10,924

 Q2 - 2023

 3,195

 1,646

 4,841

 Q2 - 2023

 -

 -

 -

 Total Q2-2023

 $
 3,195

 $
 1,646

 $
 4,841

 Q3 - 2023

 1183

 6,184

 1,547

 7,731

 Q3 - 2023

 -

 -

 -

 Total Q3-2023

 1183

 $
 6,184

 $
 1,547

 $
 7,731

 Q4 - 2023

 1,146

 1,389

 2,535

 Q4 - 2023

 -

 -

 -

 Total Q4-2023

 $
 1,146

 $
 1,389

 $
 2,535

 Total 2023

 3558

 $
 18,666

 $
 7,365

 $
 26,031

 Average Commodity Price

 $
 76.50

 $
 2.07

 Q1 - 2024

 2,002

 1,565

 3,567

 Q1 - 2024

 -

 -

 -

 Total Q1-2024

 $
 2,002

 $
 1,565

 $
 3,567

 Q2 - 2024

 1,639

 Q2 - 2024

 -

 -

 -

 Total Q2-2024

 $

 $

 $
 1,639

 Q3 - 2024

 1,076

 2,055

 Q3 - 2024

 -

 -

 -

 Total Q3-2024

 $
 1,076

 $

 $
 2,055

 Q4 - 2024

 1384

 3,111

 2,213

 5,324

 Q4 - 2024

 -

 -

 -

 Total Q4-2024

 1384

 3,111

 2,213

 5,324

 Total 2024

 3,500

 $
 7,134

 $
 5,451

 $
 12,585

 Average Commodity Price

 $
 71.34

 $
 1.56

 Expenses
for the Years Ended December 31, 2024 and 2023

 We
recorded depreciation, depletion and amortization expense of $-0- for the year ended December 31, 2024 compared to $-0- for the year
ended December 31, 2023.

 General
and Administrative Expenses

 Year Ended December 31,

 2024

 2023

 General & Administrative Expenses

 $
 4,137,001

 $
 12,095,611

 Total

 $
 4,137,001

 $
 12,095,611

 General
and Administrative Expenses

 Our
general and administrative expense for the year ended December 31, 2024 was $4,137,001 compared to $12,095,611 for the year ended December
31, 2023. Our general and administrative expenses consisted of consulting and compensation expense, substantially all of which were non-cash
or deferred, accounting and administrative costs, professional consulting fees, and other general corporate expenses. The change in general
and administrative expenses in 2024, compared to 2023, is primarily due to employee compensation and changes in consulting fees, filing
fees, legal fees, director and officer liability insurance, and investor relations expenses.

 Cash
Flows, Liquidity and Capital Resources.

 Cash
Flows

 The
following table summarizes sources and uses of cash and cash equivalents:

 Year

 Year

 Ended

 Ended

 Cash Flows From (Used in) Operating Activities

 $
 (59,614,467
)

 $
 (10,389,372
)

 Adjustments to reconcile net loss to net cash from operations:

 Accretion expense

 806,381

 1,785

 Asset retirement obligation

 (26,670
)

 -

 Prospect fee offset to note payable

 -

 (368,334
)

 Imputed interest on note payable

 37,500

 -

 Expense related to stock based compensation

 54,381

 4,781,278

 Impairment loss

 56,186,313

 -

 Change in:

 Accounts receivable

 123,882

 (208,882
)

 Prepayments - development costs

 (254,548
)

 18,660

 Prepaid expenses

 (18,515
)

 (14,440
)

 Other assets

 -

 (25,000
)

 Accrued interest payable

 755,696

 -

 Accounts payable, related party

 97,027

 -

 Accounts payable and accrued expenses

 (3,256,094
)

 (1,353,787
)

 Net cash from (used in) operating activities

 (5,109,114
)

 (7,558,092
)

 Cash Flows From (Used in) Investing Activities

 Investment in oil and natural gas properties

 (448,477
)

 (8,653,640
)

 Proceeds from sale of oil and gas property

 1,141,142

 -

 Net cash from (used in) investing activities

 692,665

 (8,653,640
)

 Cash Flows From Financing Activities

 Proceeds from notes payable, related party

 1,250,000

 18,000,000

 Proceeds from notes payable, unrelated party

 2,000,000

 -

 Payments on promissory notes

 -

 (1,000,000
)

 Prepayments, working interest owners

 (311,281
)

 311,281

 Net cash from financing activities

 2,938,719

 17,311,281

 Net increase (decrease) in cash

 (1,477,730
)

 1,099,549

 Cash - beginning of period

 569,298

 Cash - end of period

 $
 191,117

 $

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 -

 $
 199,345

 Supplemental disclosure of non-cash investing and financing activities:

 Common stock issued in mineral property acquisitions

 $
 1,243,565

 $

 Common stock issued after December 31, 2024

 for mineral property acquisitions

 $

 $
 -

 Addition to note payable to reimburse lease payments

 $
 278,054

 $
 -

 Account receivable cancelled in WI acquisition

 $
 -

 $
 177,519

 Recognition of ARO liability

 $
 70,949

 $
 -

 Capitalized Interest

 $
 2,182,539

 $
 2,498,184

 At
December 31, 2024, we had cash and cash equivalents of $191,117 compared to $1,668,847 as of December 31, 2023.

 Cash
Flows From Operating Activities

 Cash
used in operating activities for the year ended December 31, 2024, was $5,109,114 compared to $7,558,092 for the year ended December
31, 2023.

 Cash
used in operating activities for the year ended December 31, 2024 can be attributed principally to net loss from operations of $59,614,467
adjusted for $56,186,313 in Impairment Expense, and changes in other liabilities, and accounts payable and accrued expenses.

 Cash
Flows from Investing Activities

 Cash from (used) in investing activities for the
year ended December 31, 2024 was $692,665 compared to $(8,653,640) for year ended December 31, 2023. Cash from in investing activities
consisted of investments in oil and natural gas properties of $(448,447) and proceeds from sale of oil and natural gas property of $1,141,142.

 Cash
Flows from Financing Activities

 Cash
provided by financing activities for the year ended December 31, 2024 was $2,938,719 compared to $17,311,281 for the year ended December
31, 2023. Cash flows provided by financing activities consisted of loans from a related party and from an unrelated party.

 We
expect to continue to have cash flows provided by financing activities as we seek new rounds of financing and continue to develop our
oil and natural gas investments. We do not expect to pay cash dividends on our common stock in the foreseeable future.

 Reference
the Consolidated Statements of Cash Flows included in the financial statements for additional detail of the components that comprise
the net use of cash in operations. We expect to continue to use cash flows in operating activities until such time as we achieve sufficient
commercial oil and natural gas production to cover our operating costs.

 Capital
Expenditures

 Our
capital expenditures are summarized in the following table:

 Year Ended

 2024

 2023

 Acquisitions:

 Proved property

 $
 -

 $
 -

 Unproved property mineral interest

 1,244,408

 Exploration and development:

 Developmental leasehold costs

 -

 -

 Exploratory drilling and completion costs

 -

 -

 Development drilling and completion costs

 692,665

 8,653,640

 Capitalized interest

 2,182,539

 2,498,184

 Total exploration and development

 4,119,642

 11,875,493

 Other property

 -

 -

 Total capital expenditures

 $
 4,119,642

 $
 11,875,493

 Change in accrued capital expenditures and other

 3,256,094

 1,353,787

 Common stock issued for development costs

 (1,244,408
)

 (723,669
)

 Account receivable cancelled in working interest acquisition

 -

 (177,519
)

 Proceeds from sale of property

 (1,141,142
)

 -

 Capitalized interest

 (2,182,539
)

 2,498,184

 Total cash capital expenditures

 $
 2,807,647

 $
 10,007,427

 Liquidity
and Capital Resources

 Liquidity
risk is the risk that we will not meet our financial obligations as they become due after use of currently available cash. We have a
planning and budgeting process to monitor operating cash requirements, including amounts projected for capital expenditures, which are
adjusted as input variables change. These variables include, but are not limited to, our ability to generate revenue from operations,
general and administrative requirements and the availability of equity or debt capital. As these variables change, we may be required
to issue equity or obtain debt financing.

 The
2021 Note

 Prior
to the date on which our shares of common stock were distributed to the holders of Series A Preferred Stock of Meta (the "Spin-Off"),
on October 1, 2021, we issued a secured, revolving promissory note in an original principal amount of up to $15 million in favor of Meta
(as amended to date, the "2021 Note"). The 2021 Note was issued to provide capital to engage certain consultants and satisfy
the minimum drilling requirements under the DDU Agreement, which was necessary to preserve our interests in the oil and gas properties.
Though Meta had no intentions to operate the oil and natural gas assets as an independent business, Meta would need to maintain the oil
and natural gas interests until a sale of such assets or the Spin-Off could be consummated as it was obligated to do under its charter
documents. The 2021 Note bears interest at 8% per annum, computed on the basis of a 360-day year, and matures March 31, 2023 (the "2021
Note Maturity Date"); provided, however, if we raise $30 million or more in capital through debt or equity or a combination thereof
by the 2021 Note Maturity Date, the 2021 Note Maturity Date will be extended to September 30, 2023. If an event of default has occurred
and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum

 The
2021 Note is secured by a security interest in (a) pursuant to a Stock Pledge Agreement dated as of September 30, 2021 between Gregory
McCabe (the "Pledgor" or "Mr. McCabe") and Meta (the "Stock Pledge Agreement"), 1,515,000 shares
of Meta's common stock that are owned directly and beneficially by the Pledgor, and (b) pursuant to a Deed of Trust, Mortgage,
Security Agreement, Fixture Filing, Financing Statement and Assignment of Production dated as of September 30, 2021 made by Wolfbone
(an affiliate of the Pledgor) for the benefit of Meta (the "Security Agreement"), a 25% working interest beneficially owned
by the Pledgor in the Orogrande Project as defined in the Security Agreement. Following the Merger, we expect Wolfbone to become an indirect
subsidiary of the Company and the Security Agreement to remain in place.

 The
2021 Note includes a restrictive covenant that, subject to certain exceptions and qualifications, restricts our ability to merge or consolidate
with another person or entity, or sell or transfer all or substantially all of our assets, unless we are the surviving entity or the
successor entity assumes all of obligations under the 2021 Note.

 Upon
the occurrence and during the continuance of an event of default under the 2021 Note, Meta as the lender may declare all outstanding
principal and accrued and unpaid interest under the 2021 Note immediately due and payable, may terminate any remaining commitment to
make advances under the 2021 Note, and may exercise the other rights and remedies provided for under the 2021 Note and related security
documents. The events of default under the 2021 Note include among other things, subject to grace periods in certain instances, payment
defaults, breaches of covenants, an event of default under the Stock Pledge Agreement or the Security Agreement, bankruptcy and insolvency
events with respect us or our subsidiaries, cross defaults with certain of our other material indebtedness, and material judgments against
us.

 On
June 28, 2022 and in August 2022, we borrowed $1.9 million and $2.7 million as an advance from Meta to be treated as an unsecured term
loan, in addition to $441,000 previously advanced, under a Loan Agreement with Meta as the lender (the "Loan Agreement"),
the proceeds of which are available for our working capital and general corporate purposes. As of the date of this report, we had an
aggregate principal amount outstanding of $5.0 million, which is the maximum amount available under the Loan Agreement. The loans were
due and payable on March 31, 2023 (the "Maturity Date"), unless extended as described in the following sentence. Under the
Loan Agreement, if we raise $30 million or more in capital through debt or equity or a combination thereof by the Maturity Date, the
Maturity Date will be extended to October 3, 2023 and the 2021 Note plus the loans under the Loan Agreement would be amortized in six
equal monthly installments. Loans under the Loan Agreement bear interest at a fixed rate of 8% per annum if no event of default exists,
and at a fixed rate of 12% per annum if an event of default exists.

 We
have the right to prepay the loans under the Loan Agreement in whole or in part at any time without penalty. Amounts repaid or prepaid
may not be reborrowed. We will be required to prepay the loans upon an asset disposition (other than permitted asset sales), certain
equity issuances (other than permitted equity), debt issuances (other than permitted debt), and certain extraordinary receipts. We are
required to prepay the loans from our annual excess cash flow, if any.

 The
Loan Agreement includes customary representations and covenants that, subject to certain exceptions and qualifications, restrict our
ability to do certain things, such as: incur additional indebtedness; incur liens; engage in mergers, acquisitions, and asset sales;
make loans and investments; declare dividends or redeem or repurchase equity interests; transact with affiliates on a non-arm's
length basis; and enter into certain restrictive agreements. In addition, the Loan Agreement contains customary affirmative covenants,
including covenants regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our existence and
material properties, customary visitation rights, reporting requirements, compliance with applicable laws and regulations, and formation
or acquisition of new subsidiaries.

 Upon
the occurrence and during the continuance of an event of default, Meta as the lender has the right to declare all outstanding principal
and accrued and unpaid interest under the Loan Agreement immediately due and payable and exercise certain other rights and remedies.
The events of default under the Loan Agreement include among other things, subject to grace periods in certain instances, payment defaults,
breaches of covenants or representations and warranties, a change in control or a material adverse change defined in the Loan Agreement,
material judgments and attachments, cross defaults with certain other material indebtedness, and bankruptcy and insolvency events with
respect to the Company and our subsidiaries.

 See
the discussion under the caption "Recent Developments" and Note 5 of the notes to our financial statements as of and for
the year ended December 31, 2024 included in this report for information about the amendments to the 2021 Note and the Loan Agreement
entered into subsequent to the end of fiscal year 2023.

 The
2022 Note

 On
December 22, 2022, we issued an unsecured promissory note in the principal amount of up to $20 million in favor of Mr. McCabe (the "2022
Note"). The 2022 Note bears interest at 5% per annum, computed on the basis of a 365-day year, and matured on June
30, 2024 (the "2022 Note Maturity Date"); provided, however, if we raise $30 million or more in capital through debt or equity
or a combination thereof by the 2022 Note Maturity Date, the 2022 Note Maturity Date will be extended to October 3, 2023. The outstanding
principal of the 2022 Note, together with all accrued interest thereon, became due on June 21, 2023. The revolving commitment under the
2022 Note expired on 2022 Note Maturity Date.

 The
2022 Note includes a restrictive covenant that, subject to certain exceptions and qualifications, restricts our ability to merge or consolidate
with another person or entity, or sell or transfer all or substantially all of our assets, unless we are the surviving entity or the
successor entity assumes all of obligations under the 2022 Note.

 Upon
the occurrence and during the continuance of an event of default under the 2022 Note, Mr. McCabe as the lender may declare all outstanding
principal and accrued and unpaid interest under the 2022 Note immediately due and payable, may terminate any remaining commitment to
make advances under the 2022 Note, and may exercise the other rights and remedies provided for under the 2022 Note. The events of default
under the 2022 Note include among other things, subject to grace periods in certain instances, payment defaults, breaches of covenants,
bankruptcy and insolvency events with respect us or our subsidiaries, cross defaults with certain of our other material indebtedness,
and material judgments against us.

 Following
the Spin-Off, our board of directors considered ways to mitigate certain risks of having its indebtedness held by a third party lender
following the Spin-Off and retain some flexibility in respect of negotiating the terms of the 2021 Note and Loan Agreement. Our board
of directors believed that having all of the corporate debt transferred to Mr. McCabe was in the best interest of the Company and its
stockholders. In light of Mr. McCabe acting as a guarantor of the obligations of the 2021 Note, consolidating the debt with Mr. McCabe
would also mitigate any risks that the lender would seek recourse against Mr. McCabe in the event we were unable to satisfy our obligations
thereunder. On August 7, 2023, Mr. McCabe and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the
2021 Note and (ii) all outstanding loans made to us by Meta pursuant to the Loan Agreement (the "Loan Purchase"). As a result
of the Loan Purchase, Mr. McCabe replaced Meta as the lender and a secured party under the 2021 Note and the Loan Agreement. As consideration
for the Loan Purchase, Mr. McCabe agreed to pay to Meta $6,000,000 in cash and agreed to purchase shares of common stock of Meta in the
amount of $6,000,000 over a period of time at a price per share equal to a 120% premium to Meta's common stock price as of closing
on the last trading day of each quarter. Additionally, as part of the Loan Purchase, Meta assigned to Mr. McCabe the lien on 25% of the
Orogrande Prospect. After Mr. McCabe purchased $500,000 worth of shares of Meta's common stock (in two equal tranches), Mr. McCabe
and Meta came to an agreement to settle the Loan Purchase by allowing Mr. McCabe to make one additional $700,000 cash payment to Meta
and surrender the shares of common stock he previously acquired, while retaining the rights as lender under the 2021 Note and the Loan
Agreement. Our obligations and responsibilities under the 2021 Note, the Loan Agreement and the 2022 Note remain unchanged.

 Contractual
Obligations

 Our
most significant contractual obligations relate to the Loan Agreement, the 2021 Note, 2022 Note and drilling and development commitments
and other lease operating expenses under certain leases for the Orogrande Project.

 Our
debt obligations include the $15 million principal balance outstanding under the 2021 Note, which incurs interest at 8% per annum and
matures on March 31, 2024. On September 2, 2022, we entered into a Loan Agreement that governs the term loans advanced to us from Meta
on April 14, 2022, May 4, 2022, May 12, 2022, May 26, 2022, June 1, 2022, June 13, 2022, June 28, 2022, August 11, 2022 and August 29,
2022, for an aggregate principal balance outstanding of $5 million, which is the maximum amount of Meta's commitment under the
Loan Agreement. The term loans incur interest at a per annum rate equal to 8% and matured on September 30, 2024. Automatic renewal provisions
of Amendments to the Note terms extended the maturity date to December 31, 2025.

 On
December 21, 2022, we issued the 2022 Note that governs the term loans advanced to us from Mr. McCabe on December 22, 2022, for an aggregate
principal balance up to $20 million. Draws on the loan through December 31, 2024 total $21.53 million. The term loan incurs interest
at a per annum rate equal to 5% and matured on June 21, 2023. Under each of the 2021 Note, the Loan Agreement and the 2022 Note, if we
raise additional capital through debt or equity, or any combination thereof, of at least $30 million before the respective maturity dates,
we would have been entitled to extend maturity to October 3, 2023 and repay the outstanding balances in six equal monthly installments
beginning in April 2023 up to such extended maturity date. Automatic renewal provisions of Amendments to the Note terms extended
the maturity date to December 31, 2025.

 For
the year ended December 31, 2023, we incurred an aggregate interest on the 2022 Note, the 2021 Note and under the Loan Agreement of $2,498,184.
Interest incurred during the year ended December 31, 2024, was $2,736,630.

 In
addition to our debt commitments, the Orogrande Project leases representing approximately 134,000 gross acres in the Orogrande Basin
in West Texas were subject to expiration in 2024 in the event we fail to drill five wells during the 2024 calendar year in compliance
with our drilling obligations under the DDU Agreement.

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande DDU

 We
anticipate that we will continue to incur operating losses and generate negative cash flows from operations for the foreseeable future.
As a result, we will need additional capital resources to fund our operations both in the short term and in the long term, prior to achieving
break even or positive operating cash flow. While we do not have any committed sources of capital, we expect to continue to opportunistically
seek access to additional funds through public or private equity offerings or debt financings, through partnering or other strategic
arrangements, including credit application arrangements with our third party servicers, or a combination of the foregoing. Despite our
efforts, we may face obstacles in continuing to attract new financing due to industry conditions and our history and current record of
net losses. We can provide no assurance that we will be able to obtain the financing required to meet our stated objectives or even to
continue as a going concern.

 Critical
Accounting Estimates.

 Oil
and natural gas properties —The Company uses the full cost method of accounting for exploration and development activities as
defined by the SEC. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities
are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration
and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain
or loss on the sale or other disposition of oil and natural gas properties is not recognized, unless the gain or loss would significantly
alter the relationship between capitalized costs and proved reserves.

 Oil
and natural gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs
excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated
with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated
properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the
reservoir. Unevaluated properties are reviewed for impairment at least annually and are determined through an evaluation considering,
among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining
capital plan, and political, economic, and market conditions.

 Gains
and losses on the sale of oil and natural gas properties are not generally reflected in income unless the gain or loss would significantly
alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company's interest in the
oil and natural gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as
doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually
charged to accumulated depreciation.

 Depreciation,
depletion, and amortization —The depreciable base for oil and natural gas properties includes the sum of all capitalized costs
net of accumulated depreciation, depletion, and amortization ("DD&A"), estimated future development costs and asset retirement
costs not included in oil and natural gas properties, less costs excluded from amortization. The depreciable base of oil and natural
gas properties is amortized on a unit-of-production method.

 Ceiling
test —Future production volumes from oil and gas properties are a significant factor in determining the full cost ceiling limitation
of capitalized costs. Under the full cost method of accounting, the Company is required to periodically perform a "ceiling test"
that determines a limit on the book value of oil and gas properties. If the net capitalized cost of proved oil and gas properties, net
of related deferred income taxes, plus the cost of unproved oil and gas properties, exceeds the present value of estimated future net
cash flows discounted at 10%, net of related tax affects, plus the cost of unproved oil and gas properties, the excess is charged to
expense and reflected as additional accumulated DD&A. The ceiling test calculation uses a commodity price assumption which is based
on the unweighted arithmetic average of the price on the first day of each month for each month within the prior 12-month period and
excludes future cash outflows related to estimated abandonment costs.

 The
determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available
data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and
future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably
from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based
on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved oil and gas reserves
could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements, technological advances,
and other factors which are difficult to predict could also affect estimates of proved reserves in the future.

 Asset
retirement obligations —The fair value of a liability for an asset's retirement obligation ("ARO") is recognized
in the period in which it is incurred if a reasonable estimate of fair value can be made, with the corresponding charge capitalized as
part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period,
and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction
of the ARO liability.

 Inherent
in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors,
credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments.
To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is
made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss
upon settlement.

 Recent
Accounting Pronouncements

 Our
audited financial statements and the accompanying notes thereto found elsewhere in this report contain a description of recent accounting
pronouncements.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Commodity
Price Risk.

 Our
financial condition, results of operations and capital resources are highly dependent upon the prevailing market prices of oil and natural
gas. These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors, some of which are
beyond our control. Factors influencing oil and natural gas prices include the level of global demand for oil, the foreign supply of
natural gas and oil, the establishment of and compliance with production quotas by oil exporting countries, weather conditions that determine
the demand for natural gas, the price and availability of alternative fuels and overall economic conditions. It is impossible to predict
future oil and natural gas prices with any degree of certainty. Sustained weakness in oil and natural gas prices may adversely affect
our financial condition and results of operations and may also reduce the amount of oil and natural gas reserves that we can produce
economically. Any reduction in our oil and natural gas reserves, including reductions due to price fluctuations, can have an adverse
effect on our ability to obtain capital for our exploration and development activities. Similarly, any improvements in oil and natural
gas prices can have a favorable impact on our financial condition, results of operations and capital resources.

 Interest
Rate Sensitivity.

 Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. Interest rate risk is minimized through management's decision to primarily obtain fixed rate or interest-free debt.
The Company is not exposed to material cash flow interest rate risk.

 Item 8.
 Consolidated Financial Statements and Supplementary Data

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm PCAOB # 2738

 Consolidated
 Financial Statements of Next Bridge Hydrocarbons, Inc.

 Consolidated Balance Sheets as of December 31, 2024, and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024, and 2023

 Consolidated
 Statements of Shareholders' Equity (Deficit) for the years ended December 31, 2024, and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023

 Notes to Consolidated Financial Statements for the years ended December 31, 2024, and 2023

 The
consolidated financial statements of Next Bridge Hydrocarbons, Inc. appearing in this report have been audited by M&K CPAs, PLLC
an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in
reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 We
are responsible for the fairness and reliability of the financial statements and other financial data included in this report. In the
preparation of the financial statements, it is necessary for us to make informed estimates and judgments based on currently available
information on the effects of certain events and transactions. All of the Company's properties are unevaluated properties with
the exception of the Hazel Project. The reserve report for 2023 included in this filing is necessary to compare proved reserves for the
Hazel Project to the remaining balance of reimbursements due to MHP (the Optionee) is entitled to receive, as its sole recourse for the
recoupment of drilling costs, All revenue from Hazel production is payable to MHP until such time as MHP has recovered its reasonable
costs and expenses for drilling, completing, and operating the well. As of December 31, 2024, and 2023 the balance due to MHP exceeded
the value of the proved reserves resulting in reportable reserves of $-0-.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Shareholders

 Next Bridge Hydrocarbons, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
 balance sheets of (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders'
deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial
statements, the company had an accumulated deficit, negative cash flows from operations, and a net working capital deficiency as of December
31, 2024, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters
are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement, whether due to error or fraud.
 The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express
no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide
a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated
below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Going Concern

 As discussed in Note 2 to the consolidated
financial statements, the company had an accumulated deficit, negative cash flows from operations, and a net working capital deficiency.

 Auditing management's evaluation of a
going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and
expenses, which are difficult to substantiate. To evaluate the appropriateness of the going concern, we examined and evaluated the
financial information along with management's plans to mitigate the going concern and management's disclosure on going
concern.

 /s/
 M&K CPAS, PLLC

 M&K CPAS, PLLC

 We
have served as the Company's auditor since 2024

 The
Woodlands, TX

 F- 1

 NEXT
 BRIDGE HYDROCARBONS INC

 CONSOLIDATED
BALANCE SHEETS

 December 31,

 2024

 2023

 ASSETS

 Current assets:

 Cash

 $
 191,117

 $

 Accounts receivable

 85,000

 207,470

 Production receivable

 -

 1,412

 Prepayments - development costs

 385,888

 131,340

 Prepaid expenses

 95,256

 76,741

 Total current assets

 757,261

 2,085,810

 Oil and natural gas properties

 569,551

 53,672,579

 Other assets

 105,179

 105,179

 TOTAL ASSETS

 $
 1,431,991

 $
 55,863,568

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable

 $
 519,841

 $
 3,777,685

 Accounts payable, related party

 97,027

 -

 Prepayments, working interest owners

 -

 311,281

 Note payable - related party

 42,750,832

 41,221,028

 Note payable

 2,000,000

 -

 Accrued interest payable

 6,808,410

 -

 Total current liabilities

 52,176,110

 49,180,169

 Asset retirement obligations

 1,099,311

 248,651

 Total liabilities

 53,275,421

 49,428,820

 Commitments and contingencies

 Stockholders' equity (deficit):

 Preferred stock, par value $ 0.0001, 50,000,000 shares authorized; - 0 - issued and outstanding December 31, 2024 and December 31, 2023

 -

 -

 Common stock, par value $ 0.0001; 500,000,000 shares authorized; 251,930,516 issued and outstanding at December 31, 2024; 248,830,516 issued and outstanding at December 31, 2023

 25,193

 24,883

 Shares to be issued

 1,143

 -

 Additional paid-in capital

 107,678,096

 106,343,260

 Accumulated deficit

 ( 159,547,862
)

 ( 99,933,395
)

 Total stockholders' equity (deficit)

 ( 51,843,430
)

 6,434,748

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 1,431,991

 $
 55,863,568

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 2

 NEXT
 BRIDGE HYDROCARBONS INC

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Year

 Year

 Ended

 Ended

 Oil and natural gas sales

 $
 12,585

 $
 26,031

 Operating expenses:

 Lease operating expenses

 185,100

 59,059

 Production taxes

 1,874

 General and administrative

 4,137,001

 12,095,611

 Impairment loss

 56,186,313

 -

 Total operating expenses

 60,509,320

 12,156,544

 Other income (expense)

 Prospect fee income

 -

 1,700,000

 Administration income

 10,000

 41,140

 Insurance proceeds

 872,267

 -

 Interest income

 Total other income

 882,268

 1,741,141

 Loss before income taxes

)

)

 Provision for income taxes

 -

 -

 $
)

 $
)

 Loss per common share:

 Basic and Diluted

 $
 ( 0.24
)

 $
 ( 0.06
)

 Weighted average number of common shares outstanding:

 Basic and Diluted

 251,253,281

 180,316,865

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 3

 NEXT
 BRIDGE HYDROCARBONS INC

 CONSOLIDATED
 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 Additional

 stock

 stock

 paid-in

 Shares to be

 Accumulated

 shares

 amount

 capital

 issued

 deficit

 Total

 Balance, December 31, 2022

 165,472,241

 $
 16,547

 $
 100,846,649

 $
 -

 $
 ( 89,544,023
)

 $
 11,319,173

 Common stock issued in working interest acquisition

 83,358,275

 8,336

 715,333

 -

 -

 Stock based compensation

 -

 -

 4,781,278

 -

 -

 4,781,278

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 248,830,516

 $
 24,883

 $
 106,343,260

 $
 -

 $
 ( 99,933,395
)

 $
 6,434,748

 Common stock issued for consulting

 600,000

 54,021

 -

 -

 54,081

 Common shares issued after 12/31/2024 to directors and officer

 -

 -

 -

 -

 Common stock issued in mineral property acquisition

 2,500,000

 1,243,315

 -

 -

 1,243,565

 Common shares issued after 12/31/2024 for mineral property acquisitions

 -

 -

 -

 -

 Imputed interest on related party note payable

 -

 -

 37,500

 -

 -

 37,500

 -

 -

 -

 -

)

)

 Balance, December 31, 2024

 251,930,516

 $
 25,193

 $
 107,678,096

 $
 1,143

 $
 ( 159,547,862
)

 $
 ( 51,843,430
)

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 4

 NEXT
 BRIDGE HYDROCARBONS INC

 CONSOLIDATED
 STATEMENTS OF CASH FLOWS

 Year

 Year

 Ended

 Ended

 Cash Flows From (Used in) Operating Activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash from operations:

 Accretion expense

 806,381

 1,785

 Asset retirement obligation

 ( 26,670
)

 -

 Prospect fee offset to note payable

 -

 ( 368,334
)

 Imputed interest on note payable

 37,500

 -

 Expense related to stock based compensation

 54,381

 4,781,278

 Impairment loss

 56,186,313

 -

 Change in:

 Accounts receivable

 123,882

 ( 208,882
)

 Prepayments - development costs

 ( 254,548
)

 18,660

 Prepaid expenses

 ( 18,515
)

 ( 14,440
)

 Other assets

 -

 ( 25,000
)

 Accrued interest payable

 755,696

 -

 Accounts payable, related party

 97,027

 -

 Accounts payable and accrued expenses

 ( 3,256,094
)

 ( 1,353,787
)

 Net cash from (used in) operating activities

 ( 5,109,114
)

 ( 7,558,092
)

 Cash Flows From (Used in) Investing Activities

 Investment in oil and natural gas properties

 ( 448,477
)

 ( 8,653,640
)

 Proceeds from sale of oil and gas property

 1,141,142

 -

 Net cash from (used in) investing activities

 692,665

 ( 8,653,640
)

 Cash Flows From Financing Activities

 Proceeds from notes payable, related party

 1,250,000

 18,000,000

 Proceeds from notes payable, unrelated party

 2,000,000

 -

 Payments on promissory notes

 -

 ( 1,000,000
)

 Prepayments, working interest owners

 ( 311,281
)

 311,281

 Net cash from financing activities

 2,938,719

 17,311,281

 Net increase increase (decrease) in cash

 ( 1,477,730
)

 1,099,549

 Cash - beginning of period

 569,298

 Cash - end of period

 $
 191,117

 $

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 -

 $
 199,345

 Supplemental disclosure of non-cash investing and financing activities:

 Common stock issued in mineral property acquisitions

 $
 1,243,565

 $

 Common stock issued after December 31, 2024 for mineral
 property acquisitions

 $

 $
 -

 Addition to note payable to reimburse lease payments

 $
 278,054

 $
 -

 Account receivable cancelled in WI acquisition

 $
 -

 $
 177,519

 Recognition of ARO liability

 $
 70,949

 $
 -

 Capitalized Interest

 $
 2,182,539

 $
 2,498,184

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 5

 NEXT
BRIDGE HYDROCARBONS, INC. AND SUBSIDIARIES

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024

 1.
 NATURE
OF BUSINESS

 Next
Bridge Hydrocarbons, Inc. (the "Company") was incorporated in Nevada on August 31, 2021, as OilCo Holdings, Inc. and changed
its name to Next Bridge Hydrocarbons, Inc. pursuant to its Amended and Restated Articles of Incorporation filed on June 30, 2022. The
Company spun off from Meta Materials, Inc. ("Meta") on December 14, 2022, resulting in the Company becoming an independent
company (the "Spin-Off"). Prior to the Spin-Off, the Company was a wholly owned subsidiary of Meta. Meta became the parent
of the Company's subsidiaries in June 2021 in a merger transaction with Torchlight Energy Resources, Inc. ("Torchlight"),
the previous parent of the subsidiaries and developer of the properties from their inception up to June 2021.

December 14, 2022 (the "Spin-Off Date"), the Company and all of its wholly owned subsidiaries were involved in a spin off
transaction from the Company's former parent, Meta. Meta spun the Company and the Company's wholly owned oil and natural
gas subsidiaries in fulfillment of a preferred shareholder liability and other working capital items.

 The
Company is an energy company engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties
in the United States. The Company has minor interests in the Eastern edge of the Midland Basin in Texas (the "Hazel Project"),
and two minor well interests in the Hunton wells located in Oklahoma (the "Oklahoma Properties"). The Company has two employees,
and the Company employs consultants for various roles as needed.

 The
Company operates its business through nine wholly owned subsidiaries Torchlight Energy, Inc., a Nevada corporation ("TEI"),
Hudspeth Oil Corporation, a Texas corporation ("Hudspeth"), Torchlight Hazel, LLC, a Texas limited liability company ("Torchlight
Hazel"), Wolfbone Investments, LLC, a Texas limited liability company ("Wolfbone"), Hudspeth Operating, LLC, a Texas
limited liability company and wholly owned subsidiary of Hudspeth ("Hudspeth Operating"), Wildcat Panther, LLC, a Texas limited
liability company ("Panther"), Wildcat Valentine, LLC, a Texas limited liability company ("Valentine"), Wildcat
Cowboy, LLC, a Texas limited liability company ("Cowboy"), Wildcat Packer, LLC, a Texas limited liability company ("Packer").
All intercompany transactions have been eliminated in consolidated financial statements.

 2.
 GOING
CONCERN

 At
December 31, 2024, the Company had not yet achieved profitable operations. The Company had a net loss of $ 59,614,467 for the year ended
December 31, 2024. The Company expects to incur further losses in the development of its business. The Company had a working capital
deficit as of December 31, 2024, of $ 51,418,849 These conditions raise substantial doubt about the Company's ability to continue
as a going concern.

 The
Company's ability to continue as a going concern is dependent on its ability to generate future profitable operations or to obtain
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Management's plan to address the Company's ability to continue as a going concern includes: (1) obtaining debt or equity
funding from private placement, institutional, or public sources; (2) obtaining loans from financial institutions, where possible, or
(3) participating in joint venture transactions with third parties. Although management believes that it will be able to obtain the necessary
funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods
will prove successful.

 These
consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the financial
statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or
the amount and classifications of liabilities that may result from the outcome of this uncertainty.

 F- 6

 3.
 SIGNIFICANT
ACCOUNTING POLICIES

 The
Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the
United States of America. Accounting principles followed and the methods of applying those principles, which materially affect the determination
of financial position, results of operations and cash flows are summarized below:

 Use
of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America ("GAAP") requires management to make estimates and certain assumptions that affect the amounts reported
in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

 Basis
of presentation —The financial statements are presented on a consolidated basis and include the accounts of Next Bridge
Hydrocarbons, Inc. and its wholly owned subsidiaries, TEI, Hudspeth, Torchlight Hazel, Wolfbone, Hudspeth Operating. and Wildcat Panther,
LLC, a Texas limited liability company ("Panther"), Wildcat Valentine, LLC, a Texas limited liability company ("Valentine"),
Wildcat Cowboy, LLC, a Texas limited liability company ("Cowboy"), Wildcat Packer, LLC, a Texas limited liability company
("Packer"). All significant intercompany balances and transactions have been eliminated. As noted above, the Company was
involved in the Spin-Off on December 14, 2022.

 In
the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of normal recurring
adjustments, necessary to fairly present the financial position as of, and the results of operations for all periods presented. In preparing
the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the consolidated
financial statements and disclosures of contingencies. Actual results may differ from those estimates.

 Risks
and uncertainties —The Company's operations are subject to significant risks and uncertainties, including financial,
operational, technological, and other risks associated with operating an emerging business, including the potential risk of business
failure.

 Concentration
of risks —At times the Company's cash balances are in excess of amounts guaranteed by the Federal Deposit
Insurance Corporation. The Company's cash is placed with a highly rated financial institution, and the Company regularly monitors
the creditworthiness of the financial institutions with which it does business.

 Fair
value of financial instruments —Financial instruments consist of cash, receivables, payables and promissory notes, if any.
The estimated fair values of cash, receivables, and payables approximate the carrying amount due to the relatively short maturity of
these instruments. The carrying amounts of any promissory notes approximate their fair value giving affect for the term of the note and
the effective interest rates.

 For
assets and liabilities that require re-measurement to fair value the Company categorizes them in a three-level fair value hierarchy as
follows:

 Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 Level
2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,
either directly or indirectly through market corroboration.

 Level
3 inputs are unobservable inputs based on management's own assumptions used to measure assets and liabilities at fair value.

 A
financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant
to the fair value measurement.

 Cash
and cash equivalents – Cash and cash equivalents include certain investments in highly liquid instruments with original
maturities of three months or less.

 Accounts
receivable – Accounts receivable consists of amounts due from a purchaser of excess oilfield equipment.

 Management
reviews receivables periodically and reduces the carrying amount by a valuation allowance that reflects management's best estimate
of the amount that may not be collectible. As of December 31, 2024 and 2023, no valuation allowance was considered necessary.

 F- 7

 Oil
and natural gas properties – The Company uses the full cost method of accounting for exploration and development activities
as defined by the SEC. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development
activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition,
exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities.

 Oil
and natural gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs
excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated
with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated
properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the
reservoir. Unevaluated properties are reviewed for impairment at least quarterly and are determined through an evaluation considering,
among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining
capital plan, and political, economic, and market conditions. The Company recorded no impairment expense for the year ended December
31, 2023.

 Impairment
expense of $ 56,186,313 for the year ended December 31, 2024 arises from the October 8, 2024 notice from University Lands that the Company's
Orogrande mineral interest agreement would not be renewed at its December 31, 2024 scheduled expiration.

 Gains
and losses, if any, on the sale of oil and natural gas properties are not generally reflected in income unless the gain or loss would
significantly alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company's interest
in the oil and natural gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as
long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value,
are usually charged to accumulated depreciation.

 Capitalized
interest – The Company capitalizes interest on unevaluated properties during the periods in which they are excluded from
costs being depleted or amortized. During the year ended December 31, 2024, the Company capitalized $ 2,182,539 of interest on unevaluated
properties. Capitalized interest for the year ended December 31, 2023, was $ 2,498,184.

 Depreciation,
depletion, and amortization – The depreciable base for oil and natural gas properties includes the sum of all capitalized
costs net of accumulated depreciation, depletion, and amortization ("DD&A"), estimated future development costs and asset
retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depreciable base of oil and
natural gas properties is amortized on a unit-of-production method.

 Ceiling
test – Future production volumes from oil and natural gas properties are a significant factor in determining the full cost
ceiling limitation of capitalized costs. Under the full cost method of accounting, the Company is required to periodically perform a
"ceiling test" that determines a limit on the book value of oil and natural gas properties. If the net capitalized cost of
proved oil and natural gas properties, net of related deferred income taxes, plus the cost of unproved oil and natural gas properties,
exceeds the present value of estimated future net cash flows discounted at 10 percent, net of related realizable tax affects, plus the
cost of unproved oil and natural gas properties, the excess is charged to expense and reflected as additional accumulated DD&A.

 The
ceiling test calculation uses a commodity price assumption which is based on the unweighted arithmetic average of the price on the first
day of each month for each month within the prior 12-month period and excludes future cash outflows related to estimated abandonment
costs.

 The
determination of oil and natural gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality
of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable
reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary
considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable
than those based on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved
oil and natural gas reserves could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements,
technological advances, and other factors which are difficult to predict could also affect estimates of proved reserves in the future.

 Asset
retirement obligations – The fair value of a liability for an asset's retirement obligation ("ARO") is
recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, with the corresponding charge capitalized
as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period,
and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction
of the ARO liability.

 F- 8

 Inherent
in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors,
credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments.
To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is
made to the oil and natural gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain
or loss upon settlement.

 Share-based
compensation – Compensation cost for equity awards is based on the fair value of the equity instrument on the date of grant
and is recognized over the period during which an employee is required to provide service in exchange for the award.

 The
Company accounts for stock option awards using the calculated value method. The Company values warrant and option awards using the Black-Scholes
option pricing model.

 The
Company accounts for any forfeitures of options when they occur. Previously recognized compensation cost for an award is reversed in
the period that the award is forfeited.

 The
Company also issues equity awards to non-employees. The fair value of these option awards is estimated when the award recipient completes
the contracted professional services. The Company recognizes the expense for the estimated total value of the awards during the period
from their issuance until performance completion.

 Income
taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits
will not be realized. Reference Note 8 to the Financial Statements.

 Authoritative
guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only after
determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has
reviewed the Company's tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated
financial statements. Company tax returns remain subject to federal and state tax examinations. Generally, the applicable statutes of
limitation are three to four years from their respective filings.

 Estimated
interest and penalties related to potential underpayment on any unrecognized tax benefits are classified as a component of tax expense
in the statements of operation. The Company has not recorded any interest or penalties associated with unrecognized tax benefits for
the year ended December 31, 2024, or for the year ended December 31, 2023.

recognition – The Company's revenue is typically generated from contracts to sell natural gas, crude oil or NGLs
produced from interests in oil and natural gas properties owned by the Company. Contracts for the sale of natural gas and crude oil are
evidenced by (1) base contracts for the sale and purchase of natural gas or crude oil, which document the general terms and conditions
for the sale, and (2) transaction confirmations, which document the terms of each specific sale. The transaction confirmations specify
a delivery point which represents the point at which control of the product is transferred to the customer. The Company elects to treat
contracts to sell oil and natural gas production as normal sales, which are then accounted for as contracts with customers. The Company
has determined that these contracts represent multiple performance obligations, which are satisfied when control of the commodity transfers
to the customer, typically through the delivery of the specified commodity to a designated delivery point.

is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third
parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring
control of those goods to the customer. Amounts allocated in the Company's price contracts are based on the standalone selling
price of those products in the context of long-term contracts. Payment is generally received one or two months after the sale has occurred.

 Gain
or loss on derivative instruments is outside the scope of ASC 606, Revenue Recognition, and is not considered revenue from contracts
with customers subject to ASC 606. The Company may in the future use financial or physical contracts accounted for as derivatives as
economic hedges to manage price risk associated with normal sales, or in limited cases may use them for contracts the Company intends
to physically settle but do not meet all of the criteria to be treated as normal sales.

 Producer
Gas Imbalances. The Company applies the sales method of accounting for natural gas revenue. Under this method, revenues are recognized
based on the actual volume of natural gas sold to purchasers.

 F- 9

 Basic
and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss)
available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss)
per common share is computed in the same way as basic earnings (loss) per common share except that the denominator is increased to include
the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional
common shares were dilutive. The Company had no dilutive shares for the year ended December 31, 2024, or for the year ended December
31, 2023. Reference Note 7 to the Financial Statements regarding outstanding Stock Options.

 Environmental
laws and regulations – The Company is subject to extensive federal, state, and local environmental laws and regulations.
Environmental expenditures are expensed or capitalized depending on their future economic benefit. The Company believes that it is in
compliance with existing laws and regulations. The Company accrued no liability as of December 31, 2024 and December 31, 2023.

 Recent
accounting pronouncements adopted – In June 2016, the FASB issued ASC 326, Financial Instruments- Credit Losses ("ASC
326"), which replaces the current "incurred loss" methodology for recognizing credit losses with an "expected
loss" methodology. This new methodology requires that a financial asset measured at amortized cost be presented at the net amount
expected to be collected. This standard is intended to provide more timely decision-useful information about the expected credit losses
on financial instruments. For smaller reporting companies, this guidance is effective for fiscal years beginning after December 15, 2022,
and early adoption is permitted. The Company adopted this as of January 1, 2023. The adoption of ASC 326 did not have a material impact
to our financial statements or results of operations.

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which expands a public
entity's annual and interim disclosure requirements about their reportable segments, primarily through more detailed disclosures
about significant segment expenses. Public entities with a single reportable segment are required to apply the disclosure requirements
in ASU 2023-07, as well as all existing segment disclosures in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for annual
periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. We have adopted this
standard for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard
retrospectively for all prior periods presented in the financial statements.

 Accounting
Pronouncements Not Yet Adopted

 In
November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, "Income
Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses" ("ASU 2024-03"), which requires public entities to disclosure additional information about certain
costs and expenses included in relevant expense captions presented on the income statement. ASU 2024-03 is effective for annual
periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15,
2027, with early adoption permitted. Management is currently evaluating ASU 2024-03 to determine its impact on the Partnership's
disclosures.

 In
July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts
Receivable and Contract Assets ("ASU 2025-05"), which provides a practical expedient related to the estimation of expected
credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue
from Contracts with Customers. The practical expedient permits an entity to assume that current conditions as of the balance sheet date
do not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 is effective for annual
and interim periods beginning after December 15, 2025 on a prospective basis, with early adoption permitted. The Company is currently
evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

 Segment
Reporting

 The
Company manages its business activities on a consolidated basis and operates in a single operating and reportable segment. Operating
segments are defined as components of a public entity that engages in business activities and for which discrete financial information
and operating results are available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources
and assess performance.

 The
Company's Chief Executive Officer ("CEO") has been determined to be the chief operating decision maker of the Company.
The CEO uses net income, as reported on our consolidated income statements, to assess financial performance and allocate
resources on a consolidated basis. The CEO manages and evaluates the results of the Company on a consolidated basis, and Net income is
used to evaluate key operating decisions, such as making strategic acquisitions, determining transaction structures to capitalize on
the development of oil and natural gas properties, and allocating resources for general and administrative expenditures. The CEO does
not review consolidated balance sheet assets when assessing segment performance and deciding how to allocate resources. Disaggregated
operating revenues of the Company's single segment and all significant segment expenses are presented separately on the Company's
consolidated statement of operations. There are no other significant segment expenses or other segment items that would require
disclosure

 F- 10

 4.
 OIL
AND NATURAL GAS PROPERTIES

 The
following table presents the capitalized costs for oil and natural gas properties of the Company:

 Schedule of Oil and Natural Gas Properties

 Evaluated costs subject to amortization

 $
 -

 $
 -

 Unevaluated costs

 569,551

 53,672,579

 Total capitalized costs

 569,551

 53,672,579

 Less accumulated depreciation, depletion and amortization

 -

 -

 Less accumulated impairment

 -

 -

 Total oil and gas properties

 $
 569,551

 $
 53,672,579

 Unevaluated
costs as of December 31, 2024, include cumulative costs of maintaining the Louisiana mineral leases.

 The
Company periodically adjusts for the separation of evaluated versus unevaluated costs within its full cost pool to recognize the value
impairment related to the expiration of, or changes in market value, of unevaluated leases. The impact of reclassifications as they become
necessary is to increase the basis for calculation of future period's depletion, depreciation and amortization which effectively
recognizes the impairment on the consolidated statement of operations over future periods. Reclassified costs also become evaluated costs
for purposes of ceiling tests, and which may cause recognition of increased impairment expense in future periods. There were no remaining
cumulative unevaluated costs which had been reclassified within the Company's full cost pool totals as of December 31, 2024, or
December 31, 2023, since the Company had no proved reserve value associated with our properties.

 Due
to the volatility of commodity prices, should oil and natural gas prices decline in the future, it is possible that a write-down could
occur. Proved reserves are estimated quantities of crude oil, natural gas, and NGLs, which geological and engineering data demonstrate
with reasonable certainty to be recoverable from known reservoirs under existing economic and operating conditions. The independent engineering
estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from new
discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place or for
which transportation or marketing contracts are not in place. Estimated reserves to be developed through secondary or tertiary recovery
processes are classified as unevaluated properties.

 F- 11

 Current
Projects

 The
Company is an energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties
in the United States. The Company is primarily focused on the acquisition of early-stage projects, the development and delineation of
these projects, and then the monetization of those assets once these activities are completed.

 The
Company's primary focus is the development of interests in oil and natural gas projects in the Permian Basin in West Texas. The
Company also holds minor interests in certain other oil and natural gas projects in Central Oklahoma that it is in the process of divesting.

 As
of December 31, 2024, the Company had interests in three oil and natural gas projects: the Hazel Project in Sterling, Tom Green, and
Irion Counties, Texas, (7 wells), two wells in Central Oklahoma and unevaluated mineral leases in Louisiana.

 Orogrande
Project, West Texas

 On
August 7, 2014, Torchlight entered into a Purchase Agreement with Hudspeth, McCabe Petroleum Corporation ("MPC"), and Gregory
McCabe ("Mr. McCabe"). Mr. McCabe was the sole owner of both Hudspeth and MPC. Under the terms and conditions of the Purchase
Agreement, Torchlight purchased 100% of the capital stock of Hudspeth which held certain oil and natural gas assets, including a 100%
working interest in approximately 172,000 predominately contiguous acres in the Orogrande Basin in West Texas. Mr. McCabe had, at his
option, a 10% working interest back-in after payout and a reversionary interest if drilling obligations are not met, all under the terms
and conditions of a participation and development agreement among Hudspeth, MPC and Mr. McCabe. Such back-in interest was contributed
to the Company pursuant to a Contribution Agreement (see below) Mr. McCabe also owns a controlling interest in Magdalena, an entity that
holds a 4.5% overriding royalty interest in the Orogrande acreage, —which he obtained prior to, and was not a part of the August
2014 transaction.

March 27, 2017, the Orogrande acreage became subject to a Development Unit Agreement 2837 with University Lands ("DDU Agreement"),
which allows for all 192 existing leases covering approximately 134,000 gross acres leased from University Lands to be combined into
one drilling and development unit for development purposes. The term of the DDU Agreement was scheduled to expire on December 31, 2024,
and the time to drill on the drilling and development unit was to continue through December 31, 2024. The DDU Agreement granted the right
to extend the DDU Agreement through December 31, 2029 if compliance with the DDU Agreement was met and the extension fee associated with
the additional time was paid. The Company expected to exercise its option to extend the term under the DDU Agreement prior to its expiration.

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande DDU

 F- 12

 Hazel
Project in the Midland Basin in West Texas

April 4, 2016, TEI acquired from MPC a 66.66% working interest in approximately 12,000 acres in the Midland Basin. A back-in after payout
of a 25% working interest was retained by MPC and another unrelated working interest owner.

 In
October 2016, the holders of all of Torchlight's then-outstanding shares of Series C Preferred Stock (which were issued in July
2016) elected to convert into a total 33.33% working interest in our Hazel Project, reducing TEI's ownership from 66.66% to a 33.33%
working interest.

 Acquisition
of Additional Interests in Hazel Project

 On
January 30, 2017, Torchlight entered into and closed an Agreement and Plan of Reorganization and a Plan of Merger with an entity which
was wholly owned by Mr. McCabe, which resulted in the acquisition of approximately 40.66% working interest in the 12,000 gross acres,
9,600 net acres, in the Hazel Project.

 Also
on January 30, 2017, Torchlight entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, Torchlight
acquired certain of Wolfbone's Hazel Project assets, including its interest in the Flying B Ranch #1 well and the 40-acre unit
surrounding the well.

 Upon
the closing of the transactions, the Torchlight working interest in the Hazel Project increased by 40.66% to a total ownership of 74%.

June 1, 2017, Torchlight acquired an additional 6% working interest from unrelated working interest owners increasing its working interest
in the Hazel project to 80%, and an overall net revenue interest of 75%.

 Seven
test wells have been drilled on the Hazel Project to capture and document the scientific base in support of demonstrating the production
potential of the property.

Agreement with Masterson Hazel Partners, LP

 On
August 13, 2020, the Company's subsidiaries TEI and Torchlight Hazel (collectively, "Torchlight Subs") entered into
an option agreement (the "Option Agreement") with Masterson Hazel Partners, LP ("MHP") and MPC. Under the agreement,
MHP was obligated to drill and complete, or cause to be drilled and completed, at its sole cost and expense, a new lateral well (the
"Well") on the Hazel Project, sufficient to satisfy Torchlight Subs's continuous development obligations on the southern
half of the prospect no later than September 30, 2020. MHP has satisfied this drilling obligation. MHP paid Torchlight Subs $1,000 as
an option fee at the time of execution of the Option Agreement. MHP is entitled to receive, as its sole recourse for the recoupment of
drilling costs, the revenue from production of the Well attributable to the Torchlight Subsidiary's interest until such time as
it has recovered its reasonable costs and expenses for drilling, completing, and operating the well.

 In
exchange for MHP satisfying the above drilling obligations, Torchlight Subs granted to MHP the exclusive right and option to perform
operations, at MHP's sole cost and expense, on the Hazel Project sufficient to satisfy Torchlight Subsidiary's continuous
development obligations on the northern half of the prospect. MHP declined to exercise its option to purchase the entire Hazel Project.

 Full
impairment of the historical cost incurred in prior periods for the Hazel Project has been previously recognized.

 Hunton
Play, Central Oklahoma

 As
of December 31, 2024, the Company was producing from one well in the Viking Area of Mutual Interest and one well in Prairie Grove.

 Full
impairment of the historical cost incurred in prior periods for the Oklahoma properties has been previously recognized.

 The
McCabe Contribution Agreement

 On
July 25, 2023, the Company entered into a Contribution Agreement among the Company, Mr. McCabe, and MPC, an entity exclusively owned
and operated by Mr. McCabe (the "McCabe Contribution Agreement"), pursuant to which Mr. McCabe will contribute up to a ten
percent (10%) back-in working interest option for the Orogrande Project exercisable following the point in time at which the proceeds
of all production from all operations conducted on the Orogrande Project (exclusive of royalty, overriding royalty and taxes chargeable
to the working interest) equals the actual cost incurred by NBH and its predecessors in drilling, testing, equipping and the cost of
operating the wells located on the Orogrande Prospect, inclusive of overhead charges (the "Back-In Interest"), an option originally
granted to Mr. McCabe pursuant to that certain Participation Agreement, dated September 23, 2014 (the "Participation Agreement"),
by and among Mr. McCabe, Hudspeth, and MPC, and MPC will contribute up to one hundred percent (100%) of the interest currently held by
MPC in the drilling project located on over 1,150 acres in Vermillion Parish, Louisiana (the "Bronco Prospect"). Pursuant to
the McCabe Contribution Agreement, and subject to the satisfaction of certain conditions provided therein, including the effectiveness
of the Company's Registration Statement on Form S-1 (File No. 333-273442) filed with the SEC on July 26, 2023 (as amended, the "Registration
Statement"), Mr. McCabe will contribute an amount of the Back-In Interest and MPC will contribute an amount of the Bronco Prospect
in proportion to the percentage of shares of common stock of NBH that are directly registered in the name of the beneficial owner with
the Company's transfer agent on or prior to the record date (as defined in the Registration Statement) and remain directly registered
with the Company's transfer agent for the holding period (as defined in the Registration Statement).

 F- 13

 Since
University Lands declined to renew the Company's mineral interest in the Orogrande in October 2024, the provisions connected with
the back-in interest are no longer applicable.

 In
July 2024 the Company agreed to participate in the cost of seismic data for the Bronco project to preserve its option to receive an assignment
from MPC on the acreage with the intention of developing it at some time in the future, and with the understanding that discussions were
ongoing between MPC and unrelated parties for them to potentially acquire the Bronco. In the event the Bronco was sold to an unrelated
party, the Company would receive all cash and/or working interest equity retained in the sale. McCabe would only retain his overriding
royalty interest as previously disclosed and will not receive any additional compensation.

 The
Company paid $60,000 toward the seismic data collection in 2024 which it has recorded as a prepayment toward either a future
assignment of the Bronco, or as having an interest in the proceeds of a sale of the Bronco by McCabe to an unrelated party.

 5.
 RELATED
PARTY BALANCES

 As
of December 31, 2024, and December 31, 2023, the Company had a balance of $-0- and $-0-, respectively, for an account receivable due
from MPC, an entity controlled by the largest shareholder and the chairman of the Company's Board of Directors.

 The
2021 Note and Loan Agreement

 On
October 1, 2021, the Company entered into a note payable with Meta, its former parent, to borrow up to $15 million which bears interest
at 8% per annum, computed on the basis of a 360-day year (the "2021 Note"). The 2021 Note was initially to mature on March
31, 2023 (the "2021 Note Maturity Date"); provided, however, if the Company raised $30 million or more in capital through
debt or equity or a combination thereof by the 2021 Note Maturity Date, the 2021 Note Maturity Date would be extended to September 30,
2023, and the outstanding principal of the 2021 Note would amortize in six equal, monthly installments. If an event of default has occurred
and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum. The outstanding principal of the 2021 Note,
together with all accrued interest thereon, becomes due on the 2021 Note Maturity Date. The 2021 Note includes a restrictive covenant
that, subject to certain exceptions and qualifications, restricts the Company's ability to merge or consolidate with another person
or entity, or sell or transfer all or substantially all of its assets, unless the Company is the surviving entity, or the successor entity
assumes all of obligations under the 2021 Note. The 2021 Note is collateralized by certain shares of common stock in Meta held by one
of Meta's stockholders, Mr. McCabe, and by a lien on a 25% interest in the Orogrande Project owned by Wolfbone, a subsidiary of
the Company.

 On
September 2, 2022, the Company entered into a loan agreement with Meta, as lender (the "Loan Agreement") that would govern
prior loan amounts advanced to the Company from Meta. As of August 11, 2022, and August 29, 2022, the Company borrowed an additional
$1.2 million and $1.46 million, respectively, representing the remaining amount available for borrowing under the Loan Agreement and
resulting in a total of $5 million principal amount outstanding related to the Loan Agreement, the proceeds of which were used for working
capital and general corporate purposes. The term loans under the Loan Agreement bear interest at a per annum rate equal to 8% and were
to mature on March 31, 2023 (the "Maturity Date"); provided, however, if the Company raised $30 million or more in capital
through debt or equity, or a combination thereof by the Maturity Date, the Maturity Date would be extended to October 3, 2023 and the
term loan would be amortized in six equal monthly installments. The Loan Agreement includes customary representations and covenants that,
subject to exceptions and qualifications, restrict our ability to do certain things, such as: engage in mergers, acquisitions, and asset
sales; transact with affiliates; undergo a change in control; incur additional indebtedness; incur liens; make loans and investments;
declare dividends or redeem or repurchase equity interests; and enter into certain restrictive agreements. In addition, the Loan Agreement
contains customary events of default, mandatory prepayment events and affirmative covenants, including, without limitation, covenants
regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our material properties, reporting requirements,
compliance with applicable laws and regulations, and formation or acquisition of new subsidiaries.

 On
March 31, 2023, the Company entered into an amendment to the 2021 Note and an amendment to Loan Agreement in order to extend each of
the 2021 Note Maturity Date and the Maturity Date respectively from March 31, 2023, to October 3, 2023. Such amendments also removed
the provisions allowing for extensions of the 2021 Note Maturity Date and the Maturity Date in the event the Company raised $30 million
or more in capital through debt or equity or a combination thereof by March 31, 2023.

 Under
the terms of the Arrangement Agreement that governed the merger transaction between Torchlight and Meta in June 2021, the oil and natural
gas assets were to be sold or spun out from Meta and the costs of any sale or spin-off incurred by Meta were to be borne the then-existing
shareholders of Torchlight. The amount of the reimbursement payable to Meta in connection with the Spin-Off is $2.59 million which was
added to the principal amount of the Loan Agreement for a principal balance outstanding of $7.59 million as of March 31, 2023. Concurrently
with the amendment to the Loan Agreement, the Company made a prepayment of $1 million to reduce the principal balance to $6.59 million.

 F- 14

 On
August 7, 2023, Mr. McCabe and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the 2021 Note and (ii)
all outstanding loans made to the Company by Meta pursuant to the Loan Agreement (the "Loan Purchase"). As a result of the
Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note and the Loan Agreement. Additionally, as
part of the Loan Purchase, Meta assigned to Mr. McCabe its lien on 25% of the Orogrande Prospect. The Company's obligations and
responsibilities under the 2021 Note and the Loan Agreement remain unchanged.

 The
combined balance on the 2021 Note and the Loan Agreement as of December 31, 2024 was $21.22 million. As of December 31, 2024, the combined
total accrued and unpaid interest under the 2021 Note and the Loan Agreement was $4.76 million.

 On
October 1, 2023, the Company entered into an amendment to the 2021 Note and an amendment to Loan Agreement in order to extend each of
the 2021 Note Maturity Date and the Maturity Date respectively from October 3, 2023 to March 31, 2024. Automatic renewal provisions of
Amendments to the Note terms extended the maturity date to December 31, 2025.

 On
December 22, 2022, the Company issued an unsecured promissory note in the principal amount of up to $20 million in favor of Mr. McCabe
(the "2022 Note"), which bears interest at 5% per annum, computed on the basis of a 365-day year.

 On
June 16, 2023, the Company entered into an amendment to the 2022 Note in order to extend the maturity date of the 2022 Note (the "2022
Note Maturity Date") from June 21, 2023 to October 3, 2023. Such amendment also removed the provisions allowing for extensions
of the 2022 Note Maturity Date in the event the Company raised $30 million or more in capital through debt or equity or a combination
thereof by March 31, 2023. The revolving commitment under the 2022 Note expires on the 2022 Note Maturity Date. As of December 31, 2024,
the Company had $21.53 million in principal amount outstanding under the 2022 Note. As of December 31, 2024, the Company had $1.84 million
in accrued but unpaid interest on the 2022 Note.

 On
December 31, 2023, the Company entered into an amendment to the 2022 Note in order to extend the 2022 Note Maturity Date from October
3, 2023 to March 31, 2024. Automatic renewal provisions of Amendments to the Note terms extended the maturity date to December 31, 2025.

 MPC has also advanced $97,027 for advance lease payments
related to the "Bronco Project" which is pending transfer to the Company as of December 31, 2024. The Company is accounting
for the advances as accounts payable and prepaid costs until the transfer of the project is completed.

 6.
 COMMITMENTS
AND CONTINGENCIES

 Legal
Matters

 On March 15, 2024, a securities class action captioned Targgart
v. Next Bridge Hydrocarbons, Inc., et al., No. 24-cv-1927, was filed in the U.S. District Court for the Eastern District of New York.
The action is brought on behalf of a putative class of persons or entities that acquired the Company's shares in connection with
the Company's spin-off from Meta Materials, Inc., in December 2022. The complaint names as defendants the Company and certain of
its current and former officers and directors. The complaint asserts claims under Sections 11 and 15 of the Securities Act, alleging
that the Form S-1 that the Company filed with the SEC on July 14, 2022, which became effective on November 18, 2022, contained untrue
statements or omissions. The complaint seeks, among other things, unspecified statutory and compensatory damages. On August 12,
2024 the case was transferred to the Northern District of Texas. On September 9, 2024, plaintiffs filed an amended complaint that
added a Section 12(a)(2) claim against the Company. On July 3, 2025, the District Court granted Defendants' Motion to Dismiss
and dismissed the case with prejudice. Final Judgment was entered that same day. On July 29, 2025, the plaintiffs filed
a Notice of Appeal to appeal the case to the U.S. Court of Appeals for the Fifth Circuit. This appeal is still pending.

 On
May 7, 2024, a stockholder derivative petition captioned Bartok v. Greg McCabe, et al., No. 017-352565-24, was filed in the District
Court of Tarrant County, Texas. The petition names the Company as a nominal defendant and asserts breach of fiduciary duty and other
assorted claims against current and former officers and directors of the Company and of Meta Materials, Inc. The stockholder makes allegations
about the defendants' conduct in the Company's 2022 spin-off from Meta Materials, Inc., and alleges continuing breaches by
failing to correct allegedly misleading statements made in connection with the spin-off. On November 13, 2025, the court issued an order of nonsuit without prejudice for the case after the plaintiff filed
a notice requesting the same.

 As previously disclosed in the Company's Form 10-Q for the three
months ended September 30, 2024, the suit Hudspeth and Wolfbone Investments, LLC v. Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies
was settled by the parties in May 2024 (the "Cordax matter"). During
the year ended December 31, 2024, the Company received $872,267 of settlement proceeds from the Cordax matter.

 Environmental
Matters

 The
Company is subject to contingencies as a result of environmental laws and regulations. Present and future environmental laws and regulations
applicable to the Company's operations could require substantial capital expenditures or could adversely affect its operations
in other ways that cannot be predicted at this time. As of December 31, 2024, and December 31, 2023, no amounts had been recorded because
no specific liability has been identified that is reasonably probable of requiring the Company to fund any future material amounts.

 F- 15

 7.
 STOCKHOLDERS'
EQUITY

 The
Company has 500,000,000 authorized shares of common stock, par value of $ 0.0001 per share and 50,000,000 authorized shares of preferred
stock, par value of $ 0.0001 per share. The Company had 165,472,241 outstanding shares of common stock outstanding on December 14, 2022, and no shares of preferred stock outstanding.

 On
April 25, 2023, the Company issued 83,358,275 shares of common stock for the acquisition of additional working interest in the Orogrande
Project.

 As
of December 31, 2023, the Company had 248,830,516 outstanding shares of common stock and no shares of preferred stock outstanding.

 On
February 29, 2024, we entered into a Consulting Agreement with an individual, under which the Consultant has agreed to provide analysis
and advisory services to us for consideration of $10,000 per month and the issuance to him of 500,000 shares of common stock, under the
terms and conditions of the Consulting Agreement. The shares were issued in April 2024.

 On
March 28, 2024, the Company we entered into and closed a Contribution Agreement with Wildcat Partners SPV, LLC, a Delaware limited liability
company ("Wildcat"), under which Wildcat transferred to us 100% of the issued and outstanding membership interests in each
of (a) Wildcat Cowboy, LLC, a Texas limited liability company ("Cowboy"), (b) Wildcat Packer, LLC, a Texas limited liability
company ("Packer"), (c) Wildcat Panther, LLC, a Texas limited liability company ("Panther") and (d) Wildcat Valentine,
LLC, a Texas limited liability company ("Valentine"). As consideration, we issued 2,500,000 shares of our common
stock, under the terms and conditions of the Contribution Agreement.

 The
shares were issued in April 2024.

 On
April 2, 2024, the Company issued 100,000 shares of common stock in connection with a Consulting Agreement under which the Consultant
has agreed to provide advisory services.

December 30, 2024, the Company issued 8,432,047 shares of common stock to the Participants in the Johnson Project. On October 6, 2023,
the Company and certain investor participants (each a "Participant" and collectively the "Participants") entered
into twenty-five separate Participation Agreements (the "Participation Agreements") to conduct drilling of wells in the Company's
approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which was a portion of the Company's Orogrande Prospect.
Within a specified period following drilling of the initial five (5) wells, pursuant to the Participation Agreement, each Participant
had the right to elect to transfer and assign all its interests to the Company in exchange for the issuance of shares of common stock.
All 25 participants elected to exercise that right effective December 30, 2024, requiring the issuance of common stock. The stock certificates
were issued in 2025.

 On
December 31, 2024, the Company authorized issuance of 3,000,000 shares of common stock to directors, an officer, and a consultant for
services. The stock certificates were issued in 2025.

 Stock
Based Compensation

 In
2022, the Company's board of directors adopted, and the stockholders approved, the 2022 Equity Incentive Plan (the "2022
Plan"). The 2022 Plan permits the Company to grant stock options, restricted stock, restricted stock units, performance shares
awards and any one or more of the foregoing, for up to a maximum of 58,273,612 shares following an automatic increase to the number of
shares reserved under the 2022 Plan on January 1, 2023.

the year ended December 31, 2023, the Company granted 35,856,521 stock options in the first and second quarters of 2023 as authorized
under the 2022 Plan.

 Upon
the resignations by certain of the Company's employees in the second quarter, 2023, 6,618,889 of the options granted to those employees
in March, 2023. were forfeited, canceled, and returned to the option pool available under the 2022 Plan.

 As
of December 31, 2024 and 2023, 29,237,632 options were outstanding.

 Vesting
was subject to continued service with the Company for up to one year with provisions for earlier vesting subject to the attainment of
events outlined in the Plan.

 All
options outstanding were fully vested as of December 31, 2023.

 Options
granted were valued using the Black-Scholes Option Pricing Model resulting in a total value of $4,781,278. Option expense for the year
ended December 31, 2023, net of forfeitures, was $4,781,278.

 F- 16

 Inputs
to the Black-Scholes Model are as follows:

 Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award

 Risk-free
 interest rate

 4.00 %

 Expected
 volatility of common stock

 125.39 %

 Dividend
 yield

 0.00 %

 Discount
 due to lack of marketability

 0%

 Expected
 life of option

 5.5
 Years

 A
summary of stock options outstanding as of December 31, 2024, all of which expire in 2033, including the relevant exercise price is presented
below:

 Schedule of Stock Options Outstanding

 Exercise

 Expiration

 Price

 2033

 Total

 $

 8.
 INCOME
TAXES

 The
Company recorded no income tax provision at December 31, 2024 and December 31, 2023 because of anticipated losses for the 2025 fiscal
year and actual losses incurred in 2024.

 The
Company estimates its annual effective income tax rate in recording its provision for income taxes in the various jurisdictions in which
it operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which
they occur. The Company recorded no income tax expense for the year ended December 31, 2024 because the Company incurred a tax loss in
the current year. Similarly, no income tax expense was recognized for the year ended December 31, 2023.

 The
Company had a gross deferred tax asset related to federal net operating loss carryforwards of $ 113,235,679 and $ 69,366,889
at December 31, 2024 and December 31, 2023, respectively. The federal net operating loss carryforward will begin to expire in 2035. Realization
of the deferred tax asset is dependent, in part, on generating sufficient taxable income prior to expiration of the loss carryforwards.
The Company has placed a 100% valuation allowance against the net deferred tax asset because future realization of these assets is not
assured.

 9.
 NOTES
PAYABLE, RELATED PARTIES

 On
October 1, 2021, we issued a secured, revolving promissory note in an original principal amount of up to $15 million, which was subsequently
increased to $20 million, in favor of Meta (as amended to date, the "2021 Note"). The 2021 Note was fully drawn with a principal
balance outstanding of $20 million, bears interest at 8% per annum, computed on the basis of a 360-day year. If an event of default has
occurred and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum.

 On
August 7, 2023, following the Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note but the Company's
obligations under the 2021 Note remain unchanged.

 On
December 31, 2023, the Company and Mr. McCabe as successor in interest to Meta entered into an amendment to the 2021 Note and an amendment
to the Loan Agreement extending the 2021 Note Maturity Date and the Maturity Date, respectively to March 31, 2024. Automatic renewal
provisions of Amendments to the Note terms extended the maturity date to December 31, 2025.

 Additionally,
we have an aggregate principal balance of $6,589,362 outstanding under the Loan Agreement with Mr. McCabe as successor-in-interest to
Meta, which bears interest at a fixed rate of 8% per annum if no event of default exists, and at a fixed rate of 12% per annum if an
event of default exists.

 The
combined balance on the 2021 Note ($15 million) and the Loan Agreement ($6.2 million) as of December 31, 2023, was $21.22 million. As
of December 31, 2024, the combined total accrued and unpaid interest under the 2021 Note and the Loan Agreement was $4.76 million.

 F- 17

 In
connection with the Merger, on December 22, 2022, the Company entered into an additional Note in the principal amount of up to $20 million
in favor of Mr. McCabe. Mr. McCabe is the largest shareholder of the Company's common stock and the chairman of the board of directors
of the Company. As of December 31, 2024, the Company had a balance of $21.53 million and accrued and unpaid interest of $1.84 million
due under the 2022 Note. Automatic renewal provisions of Amendments to the Note terms extended the maturity date to December 31, 2025.

 10.
 ASSET
RETIREMENT OBLIGATIONS

 The
following is a reconciliation of the asset retirement obligations liability through December 31, 2024:

 Schedule of Asset Retirement Obligations Liability

 Asset retirement obligations – January 1, 2023

 $
 246,866

 Accretion expense

 1,785

 Estimated liabilities recorded

 -

 Asset retirement obligations – January 1, 2024

 $
 248,651

 Accretion expense

 806,381

 Recognition of ARO liability

 70,949

 ARO obligation applied to plugging cost

 ( 26,670
)

 Asset retirement obligations –December 31, 2024

 $
 1,099,311

 Accretion
expense recorded in 2024 includes the results of the recalculation of the acceleration of the Asset Retirement Obligation connected to
Orogrande properties for which the underlying mineral leases were not renewed by University Lands at their scheduled renewal date of
December 31, 2024.

 11.
 SUBSEQUENT
EVENTS

 On
March 10, 2025, the Company authorized issuance of 1,025,000 shares of common stock to directors, and an officer. for services.

 On
August 20, 2025, the Company entered into and closed a transaction with Panther Bridge, LLC, a Texas limited liability company ("Panther
Bridge"), under which Panther Bridge loaned $6,000,000 to the Company. The transaction was effected through a Subscription Agreement
that was entered into between the two parties, under which the Company sold to Panther Bridge an 18% Unsecured Promissory Note in the
original principal amount of $6,000,000.00 (the "Panther Bridge Note"), along with 3,000,000 shares of Series A Redeemable
Preferred Stock, par value of $0.0001 per share (the "Preferred Stock"), and an Assignment of Net Profits Interest and Irrevocable
Option to Convert to Working Interest from the ownership in the Panther Prospect of the Company (the "Assignment"). Panther
Bridge is managed by Gregory McCabe, Jr., the son of the Company's Chairman and Chief Executive Officer, Gregory McCabe ("McCabe
Sr."). Neither of the McCabes have any economic interest in Panther Bridge. Panther Bridge has multiple outside investors, none
of which are considered related persons to the Company.

 The
Panther Bridge Note bears interest at the rate of 18% per annum with one balloon payment of principal and interest being due and payable
on the maturity date of August 20, 2026. The proceeds of the $6,000,000 loan are to be used to pay off the 12% Secured Promissory Note
held by CAPCO Holding, Inc. in the principal amount of $2,000,000, to pay any obligations of the Company for the Panther Prospect, and
for general corporate purposes. None of proceeds will be used for repayment of any debts owed to McCabe Sr. The Panther Prospect includes
approximately 618 gross acres and 618 net acres of land situated in Acadia Parish, Louisiana. The Company has elected to participate
as a non-operating working interest owner in the next well drilled on the Panther Prospect. As part of the loan transaction, the Company,
Panther Bridge, and McCabe Sr. entered into a Subordination Agreement (the "Subordination Agreement") under which McCabe Sr.
agreed to subordinate all of the Company's indebtedness and obligations owed to him to the indebtedness under the Panther Bridge
Note, under the terms and conditions of the Subordination Agreement.

 F- 18

 Also
as part of the loan transaction, the Company issued to Panther Bridge 3,000,000 shares of newly designated Series A Redeemable Preferred
Stock. The designation, voting and other powers, preferences and relative, participating, optional or other rights of the shares of such
series and the qualifications, limitations and restrictions of the Preferred Stock are set forth in a Certificate of Designations filed
with the Secretary of State of Nevada. The holders of the Preferred Stock have no voting rights. At the Company's option, it may
redeem the Preferred Stock, in whole or from time to time in part, on any business day after the date of issuance, at a per share redemption
price equal to $1.00 plus all accrued and unpaid dividends on such share, if any. The Preferred Stock begins accruing dividends on the
first anniversary of the issuance date, August 20, 2026, at the rate of 18% per annum of the per share redemption/liquidation price ($1.00
plus all unpaid dividends on such share). Additionally, there are restrictions on the Company declaring or making any distribution on
common stock while there are any accrued and unpaid dividends owed to holders of Preferred Stock. Holders of the Preferred Stock also
have certain rights upon liquidation, dissolution or winding up of the Company or upon a change or control of the Company. Specifically,
in the event of any liquidation, dissolution or winding up, holders of the Preferred stock will have liquidation preference over holders
of common stock.

 Also
as part of the loan transaction, the Company granted to Panther Bridge an Assignment of Net Profits Interest and Irrevocable Option to
Convert to Working Interest from the ownership in the Panther Prospect of the Company. Under the Assignment, the Company conveyed to
Panther Bridge a 1/8th (12.50%) of 8/8ths Net Profits Interest (as defined below) in and to all the Company's interests in the
oil, gas and mineral leases and any future wells drilled thereon as described in "Annex A" to the Assignment (which the Company
refers to as the Panther Prospect). The Assignment defines "Net Profits Interest" as the gross proceeds actually received
by the Company from the sale of oil, gas, and other hydrocarbons produced and saved from the subject leases, less certain allowable costs,
including actual and reasonable costs, expenses, and charges attributable to the subject leases that fall into certain categories (as
further set forth in the Assignment). Panther Bridge also has the irrevocable one-time option, at any time, to convert any portion of
the Net Profits Interest conveyed under the Assignment from a net profits interest to an undivided working interest of equal percentage
to the amount of the Net Profits Interest converted, in the properties described in the Assignment.

 The proceeds of the loan transaction were used to
participate in a drilling project conducted by Magnetar Drilling Fund on a Louisiana oil and gas lease owned by Wildcat Panther, LLC,
a subsidiary of the Company.

 Drilling and Development began in July 2025. In November
2025 determination was made that the well would be a dry hole.

 In November 2025, the Company authorized issuance
of 250,000 shares of common stock. to a consultant for services.

 F- 19

 Item 9.
 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Not
applicable.

 Item 9A.
 Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 The
Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
that are designed to ensure that information required to be disclosed in the Company's reports under the Exchange Act is recorded,
processed, and summarized and reported within the time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-K was made
under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 Based
upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures
were not effective. The conclusion that our disclosure controls and procedures were not effective is based on the material weakness
in internal control over financial reporting described below and the fact that this Form 10-K was not timely filed.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and
expenditures are being made only in accordance with authorizations of management and our directors; and (iii) provide reasonable assurance
regarding prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect
on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management
has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using the framework specified
in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on such assessment, management has concluded that our internal control over financial reporting was not effective as of
December 31, 2024. The ineffectiveness of the Company's internal control over financial reporting was due to two material
weaknesses in its internal control over financial reporting identified by management: (i) an insufficient degree of segregation of duties
among the small number of accounting and financial reporting personnel, and (ii) a lack of a formalized and complete set of policy and
procedure documentation evidencing its system of internal controls over financial reporting. These factors led to certain adjustments
which have been reflected in our audited financial statements. Certain of these weaknesses may not be uncommon in a company of the company's
size due to personnel and financial limitations.

 It
should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance
that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions
about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable
assurance that our controls will succeed in achieving their goals under all potential future conditions.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected
or are reasonably likely to materially affect our internal control over financial reporting.

 Item 9B.
 Other Information

 None.

 PART
III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 The
following table and biographical descriptions provide information regarding our directors and executive officers as of the date of this
10-K.

 Name

 Age

 Position

 McCabe

 Chief
 Executive Officer, Chairman of the Board of Directors

 Roger
 Wurtele

 Chief
 Financial Officer

 Lance Cook

 Pocock

 Executive
Officers

 McCabe: Chief Executive Officer, Chairman of the Board of Directors

 Biographical
 information regarding Mr. McCabe is included below under "Directors."

 Roger
 Wurtele: Chief Financial Officer

 Roger
 Wurtele has served as Chief Financial Officer of the Company since January 2024 and prior to that served as an independent financial
 consultant to the Company since its formation in August 2022. From September 2013 until its merger with Meta in June 2021, Mr. Wurtele
 served as the Chief Financial Officer of Torchlight Energy Resources, the Company's predecessor. Following the merger until
 the Spin Off of the Company in December 2022, Mr. Wurtele served as an accountant for Meta. He is a versatile, experienced finance
 executive that has previously served as Chief Financial Officer for several public and private companies. He has a broad range of
 experience in public accounting, corporate finance and executive management. Mr. Wurtele previously served as CFO of Xtreme Oil &
 Gas, Inc. from February 2010 to September 2013. From May 2013 to September 2013 he worked as a financial consultant for the Company's
 predecessor. From November 2007 to January 2010, Mr. Wurtele served as CFO of Lang and Company LLC, a developer of commercial real
 estate projects. He graduated from the University of Nebraska and has been a certified public accountant for over 40 years.

 Directors

 Our
board of directors currently consists of three directors. Set forth below is a brief biographical description of each of our directors.
The primary experience, qualifications, attributes and skills of each of our directors that led to the conclusion of the board of directors
that such person should serve as a member of the board of directors are also set forth below.

 McCabe: Chief Executive Officer, Chairman of the Board of Directors

 McCabe has served as Chair of the Board of NBH since June 2023 and has served as Chief Executive Officer of the Company since January
 2024. Since March 1988, Mr. McCabe has owned and served as the President of McCabe Petroleum Corporation, a private corporation that
 offers petroleum refining, and since April 2013, he has owned and served as president of McCabe Ventures, LLC, a multifaceted private
 investment company with a focus on oil and gas, real estate, and other investments. From July 2016 until June 2021, Mr. McCabe served
 as the chief executive officer of Torchlight Energy Resources, Inc., the Company's predecessor. Mr. McCabe has active ownership
 in several other oil and gas entities including Manix Royalty, Texas Rock Oil, TRO-X, and McCabe Minerals and Royalties. Working
 with geologist, Rich Masterson, Mr. McCabe was extremely active in the early development of the Wolfbone play in the Delaware Basin
 portion of the Permian Basin. The experience and knowledge learned in the Wolfbone play helped formulate Mr. McCabe and Mr. Masterson's
 theories and concepts regarding the Orogrande Basin. In addition to his work in the Orogrande and Delaware Basins of Texas and New
 Mexico, Mr. McCabe has explored for oil and gas throughout the U.S., including Louisiana, Utah, Arizona, Montana, and Nebraska. Mr.
 McCabe has been involved in numerous oil and gas ventures throughout his career and has a vast experience in technical evaluation,
 operations and acquisitions and divestitures. Mr. McCabe received his Bachelor of Science degree in Geology in 1984 from Sul Ross
 State University.

 Pocock III: Director

 Pocock III has served as a member of the Board since January 2024. Mr. Pocock is a veteran
 and public servant with expertise in governmental relations. Since August 2013, Mr. Pocock
 has served as a trustee and chairman of the board of directors of J. Allen Lamb & Edward
 S. Pocock III Foundation, a 501(c)(3) private foundation that provides educational grants,
 scholarships, police grants and other donations deemed appropriate for public charity. From
 December 2018 until May 2020, Mr. Pocock served as the chief executive officer of Vortexed,
 Inc., a private company, since October 2021, he has served as a director of DATAPULT, Inc.,
 a private predictive analysis software company and since February 2023, has served as a director
 of Cerabond, LLC, a private specialized intermetallic bonding company. In addition to his
 role as a director of the Company, Mr. Pocock serves as managing member of E3 Properties,
 LLC, a private property investment company, E3 Titles, LLC a private intellectual property
 holding company, Westfield SASCO, LLC, a private single asset real estate holding company,
 Albany, CASCO, LLC a private single asset real estate holding company and Cardinal Rule,
 LLC, a private consulting firm. Mr. Pocock became a police officer in 1989, finishing his
 career as a Captain of Police in Southington, Connecticut, commanding both Patrol and Detective
 Divisions. During Mr. Pocock's tenure in law enforcement, he gained extensive investigative
 experience in a multitude of disciplines, including the investigation of embezzlement, fraud,
 theft, and the misapplication of funds. Administratively, Mr. Pocock upheld high ethical
 standards as the police evidence room manager, developing auditing procedures to meet or
 exceed state compliance standards. Additionally, Mr., Pocock provided counsel on multiple
 database development projects for the state and National Incident-Based Reporting System
 (NIBRS). Recognized by his community for strong leadership and integrity, Mr. Pocock's
 ability to match 'street' application with ethical and honest public policy is
 evident in his actions, where he was responsible for finances, policies, and lobbying efforts
 at both state and federal levels. Mr. Pocock received a B.S. degree from the Florida Institute
 of Technology, an M.S. from the University of Louisville, and holds a Six Sigma Black Belt
 from Villanova University.

 Lance Cook: Director

 Lance Cook has served as a director of the Company since December 2022. Mr. Cook has spent 36 years at Shell Oil with final positions
 of Vice President of Wells Technology and Chief Scientist. Mr. Cook has extensive experience in Deepwater, Arctic, and Unconventional
 Research & Development and Operations. Mr. Cook is the founder and CEO of Enventure Global Technology, a joint venture between
 Shell and Halliburton. Mr. Cook has served as the COO of Sirius Well Manufacturing, a joint venture between Shell and CNPC and is
 a technologist with an extensive patent portfolio. Since retiring from Shell in 2016, Mr. Cook has served as Vice President of Production
 Operations for WellsX Inc. from 2017 to 2020 and in 2020, he founded and continues to serves as president and chief technology officer
 of Sage Geosystems Inc.

 Code
of Ethics and Business Conduct

 Our
Board of Directors has adopted a Code of Ethics and Business Conduct that governs our directors, officers, and employees. Copies of our
Code of Ethics and Business Conduct can be found on our website at nextbridgehydrocarbons.com/investors. We will post to our website
any amendments and waivers to the Code of Ethics and Business Conduct that are required to be disclosed by the rules of the SEC.

 Audit
Committee

 We
have a standing Audit Committee that consists of two directors—Robert Lance Cook and Edward Pocock, each of whom meet the independence
requirements set forth in Rule 10A-3 under the Exchange Act and our Audit Committee Charter. The Charter provides that the Audit Committee
consist of three directors, but two directors recently resigned, and we are in the process of adding an additional independent director
who will join the Audit Committee. Each current member of the Audit Committee is financially literate, but presently, the Board has determined
that we do not have a member of the Audit Committee that meets the criteria to be an "audit committee financial expert" under
the rules and regulations of the SEC, as those qualifications are interpreted by our Board in its business judgment. We previously had
a member of the Audit Committee that the Board determined was an audit committee financial expert, but as mentioned above, that director
recently resigned, and the Board has not yet appointed a new director that meets that criteria.

 Item
 11.

 Executive

 We
have designed our compensation plans and programs to be offered to our senior management team so as to attract, retain and motivate highly
talented individuals for our management team, align the interests of management with the interests of our stockholders and incentivize
behaviors that we believe are necessary to enable us to succeed while upholding our values in a highly competitive marketplace. All decisions
with respect to management compensation are made by the Compensation Committee.

 Summary
Compensation Table – Fiscal 2022-2024

 As
an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to "smaller reporting
companies," as such term is defined under the Securities Act of 1933, as amended, which require compensation disclosure for our
principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) who were
employed by us as of December 31, 2022. In certain circumstances, the compensation of former executive officers may also need to be disclosed.
The table below sets forth the annual compensation for services rendered during 2023 and 2022 by these executive officers (also referred
to as our "named executive officers" or "NEOs").

 Change in

 Pension

 Value

 Non-Equity

 and

 Awards

 Incentive

 Nonqualified

 Name and

 Stock

 ($)

 Plan

 Deferred

 All Other

 Principal

 Salary

 Bonus

 Awards

 (A)

 Total

 Position

 Year

 ($)

 ($)

 ($)

 (1)

 ($)

 ($)

 ($)

 ($)

 2024

 -

 -

 -

 -

 -

 -

 -

 -

 CEO

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 Roger Wurtele

 2024

 $
 240,000

 -

 $

 -

 -

 -

 -

 $
 240,025

 CFO

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 Clifton DuBose Jr

 2024

 $
 1,482

 -

 -

 -

 -

 -

 -

 $
 1,482

 CEO/President/Director

 2023

 $
 400,000

 -

 -

 $
 532,589

 -

 -

 -

 $
 932,589

 2022

 $
 126,667

 -

 -

 $

 -

 -

 -

 $
 126,667

 Lucas Hawkins

 2024

 $
 1,482

 -

 -

 -

 -

 -

 -

 $
 1,482

 CFO

 2023

 $
 390,000

 -

 -

 $
 177,529

 -

 -

 -

 $
 567,529

 2022

 $

 -

 -

 $

 -

 -

 -

 $

 Delvina Oelkers

 2024

 $
 1,482

 -

 -

 -

 -

 -

 -

 $
 1,482

 COO

 2023

 $
 385,000

 -

 -

 $
 532,589

 -

 -

 -

 $
 917,589

 2022

 $
 384,996

 -

 -

 $

 -

 -

 -

 $
 384,996

 (1)

 These
 amounts represent the aggregate grant date fair value of stock options awarded to the NEO in the applicable fiscal year. These values
 have been determined under FASB ASC Topic 718, the principles used to calculate the grant date fair value of equity awards for purposes
 of our financial statements. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the
 discussion of equity awards contained in Note 7, Stockholders' Equity, to our financial statements. The amounts reported in
 this column reflect the accounting grant date fair value of the awards and do not necessarily reflect the actual economic value that
 may be received by the NEO upon exercise or payment of the awards.

 (2)

 The
 amount includes insurance reimbursements paid to the NEO during the applicable fiscal year.

 (3)

 Mr.
 DuBose resigned as an officer and director of NBH and terminated his employment with NBH
 effective January 15, 2024.

 (4)

 Mr.
 Hawkins resigned as an officer of NBH and terminated his employment with NBH effective January
 15, 2024.

 (5)

 A
 portion of the salary paid to Mr. DuBose and Ms. Oelkers during the fiscal year 2022 was paid through Hudspeth Operating, a wholly
 owned subsidiary of the Company, prior to the spin-off of the Company from its prior parent, Meta.

 (6)

 Ms.
 Oelkers resigned as an officer of NBH and terminated her employment with NBH effective March 27, 2024.

 Incentive
Compensation Awards

 Our
executive officers have not historically been paid bonuses or received equity awards, and our Board and Compensation Committee has not
yet established a formal compensation policy for the determination of such awards. If our revenue grows and bonuses become affordable
and justifiable, we expect to use the following parameters in justifying and quantifying bonuses for our executive officers: (1) the
growth in our revenue, (2) the growth in our earnings before interest, taxes, depreciation and amortization, as adjusted ("EBITDA"),
and (3) the value of our common stock. The Board and Compensation Committee has not adopted specific performance goals and target bonus
amounts for any of our fiscal years but may do so in the future.

 Employment
Agreements

 We
had employment agreements with each of our NEOs that became effective on December 14, 2022 (the closing date of the Spin-Off). These
agreements did not have a specified term and provided for the executives to receive an annual base salary as follows: Mr. DuBose –
$400,000; Ms. Oelkers - $385,000; Mr. DeWoody - $395,000. Each NEO was also eligible for an annual discretionary bonus as determined
by the Compensation Committee, with a target bonus equal to 50% of the executive's base salary, and to participate in our benefit
plans made available to employees generally. On January 15, 2024, Messrs. DuBose and Hawkins resigned. On that same date, we appointed
Gregory McCabe as Chairman of the Board and Chief Executive Officer and appointed Roger Wurtele as Chief Financial Officer. Ms. Oelkers
resigned on March 20, 2024. Messrs. McCabe and Wurtele are currently our sole executive officers, and neither has an employment agreement
with us.

 Performance-Based
Options.

 In
March 2023, the Compensation Committee granted each of our NEOs a performance-based stock option under our 2022 Equity Incentive Plan
(the "2022 Plan") with respect to the following number of shares: for each of Mr. DuBose and Ms. Oelkers, 4,964,167 shares
(which represented three percent of NBH's then-outstanding shares) and for Mr. Hawkins, 1,654,722 shares (which represented one
percent of NBH's then-outstanding shares). The exercise price of each of these options is $1.2056 per share (which was based on
an implied fair market value of $199,500,000 for NBH's working interest in the Orogrande Project). In setting the exercise price
of the options at this level, NBH intended to create an additional incentive for the executives to increase the value of NBH's
working interest above that threshold value of $199,500,000. As of May 11, 2023, NBH increased its working interest in the Orogrande
Project to 100%, and as of July 18, 2023, each NEO was granted an additional option to purchase shares to restore their total grant to
the percentage of our outstanding shares for that executive noted above, with such grant covering 2,500,762 shares for Mr. DuBose and
Ms. Oelkers and 833,587 shares for Mr. Hawkins. Each of these options has a maximum term of 10 years, and the vesting of the option is
generally contingent on the optionee's continued employment or service through the first anniversary of the effective date of the
optionee's employment agreement (or, if there is no such agreement, the first anniversary of the grant date) or such longer period
as provided in the option agreement.

 Outstanding
Equity Awards as of December 31, 2024

 The
following table provides information regarding outstanding stock options held by each of our NEOs as of December 31, 2024. Our NEOs did
not hold any other outstanding equity awards as of that date. The vesting requirements for these options are described above under "Performance-Based
Options."

 Name

 Number of
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Number of
 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Option Awards
 Equity
 Incentive
 Plan Awards:
 Number of
 Underlying
 Unexercised
 Unearned
 Options(#)

 Exercise
 Price
 ($)

 Expiration
 Date

 Clifton DuBose, Jr.

 4,964,167

 —

 —

 3/5/2033

 2,500,762

 —

 —

 7/17/2033

 Lucas Hawkins

 1,654,722

 —

 —

 3/5/2033

 833,587

 —

 —

 7/17/2033

 Delvina Oelkers

 4,964,167

 —

 —

 3/5/2033

 2,500,762

 —

 —

 7/17/2033

 Equity
Incentive Plan

 We
maintain the 2022 Plan to attract, motivate, retain and reward selected employees and other service-providers of the Company and its
subsidiaries. Meta, as the sole stockholder of the Company at the time the 2022 Plan was adopted, approved the 2022 Plan. The 2022 Plan
is administered by the Compensation Committee, which has authority to interpret the plan provisions and make all required determinations
under the plan. This authority includes, subject to the provisions of the 2022 Plan, selecting participants and determining the types
of awards they are to receive, determining the number of shares that are to be subject to awards and the terms and conditions of awards,
including the price (if any) to be paid for the shares or the award, accelerating or extending the vesting or exercisability or extending
the term of any or all outstanding awards, making certain adjustments to an outstanding award and authorizing the conversion, succession
or substitution of an award, determining the manner in which the purchase price of an award or the Company's common shares may
be paid, making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations,
mergers and stock splits, and making provisions to ensure that any tax withholding obligations incurred in respect of awards are satisfied.
Awards granted under the plan may be stock options, stock appreciation rights, restricted stock or stock units, or other awards denominated
in or with reference to the Company's common stock and are generally only transferable to a beneficiary of a participant upon death
or, in certain cases, to family members for tax or estate planning purposes.

 Under
the terms of the 2022 Plan, a change in control of the Company does not automatically trigger vesting of the awards then outstanding
under the plan. If there is a change in control, each participant's outstanding awards granted under the plan will generally be
assumed by the successor company, unless the Compensation Committee provides that the award will not be assumed and will become fully
vested and, in the case of options, exercisable. Any options that become vested in connection with a change in control will generally
terminate to the extent they are not exercised prior to the change in control. As described above under "Employment Agreements,"
certain equity awards granted to the NEOs were subject to accelerated vesting under their employment agreements in the event of a termination
of employment under certain circumstances.

 We
did not pay any cash compensation to any of our directors who are not employed by us or any of our subsidiaries ("non-employee
directors") during the fiscal year ended December 31, 2024. The compensation for Mr. DuBose, who was employed by us
during fiscal 2023, is reported in the Summary Compensation Table under "Executive Compensation" below, and he did not receive
any compensation for his service on the Board. Mr. DeWoody resigned from his position as an officer and director of the Company effective
as of June 30, 2023 and forfeited his then-outstanding equity awards. Pursuant to SEC rules, his compensation for 2023 is not reported
in the compensation tables in this Form 10-K as he was not a named executive officer for 2023, and he did not receive any compensation
for his service on the Board during the year.

 In
March 2023, the Board approved the grant of options to purchase 412,500 shares of our common stock to each of Ms. Whitley, Ms. Pitts
and Mr. Cook. On July 18, 2023, the Board approved an additional grant of options to purchase an additional 209,577 shares of our common
stock to each of Ms. Whitley, Ms. Pitts and Mr. Cook to maintain the percentage interest represented by their March 2023 option grant.
The exercise price of each of these options is $1.2056 per share, and the vesting and other terms of these options are substantially
the same as the options granted to our named executive officers in March 2023 and July 2023, respectively, described below under "Performance-Based
Options."

Compensation Table - 2024

 The
following table sets forth the total compensation paid to our non-employee directors for their service on the Board during fiscal 2024.

 Fees
 Earned

 Nonqualified

 Paid

 Non-Equity

 Deferred

 All

 in

 Stock

 Incentive
 Plan

 Other

 Cash

 Awards

 Awards

 Earnings

 Total

 Name

 ($)

 ($)

 ($)(A)

 ($)

 ($)

 ($)

 ($)

 Lance Cook

 -

 $

 $

 -

 -

 $

 $

 Pocock III

 -

 $

 $

 -

 -

 $

 $

 (2)
 The
aggregate number of outstanding stock options held by each non-employee director as of December 31, 2024 are set forth below.

 Number of
 Outstanding
 Stock
 Options as
 of 12/31/24

 Robert Lance Cook

 622,077

 —

 Mia Pitts

 622,077

 Kristin Whitley

 622,077

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth the beneficial ownership of shares of our common stock as of December 5, 2025 by (i) each beneficial owner
of more than five percent of the outstanding shares of our common stock, (ii) each current director, (iii) each named executive officer
and (iv) all current directors and executive officers as a group. The persons named in the table have sole voting and investment power
with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws, where applicable.
Percentage ownership is based on 264,637,564 shares of our common stock outstanding as of December 5, 2025.

 Except
as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to
such securities.

 Name

 Shares
 of
 Stock

 Percentage
 of Voting
 Stock
 Beneficially
 Owned
 Before this
 Offering

 5% or More Stockholders
 500 W. Texas Ave. #890
 Midland, TX 79701

 70,105,502

 26.49
 %

 Directors and Executive Officers

 70,105,502

 26.49
 %

 Robert L. Cook

 1,873,077
 (1)

 *

 Edward Pocock III

 1,476,958

 *

 Roger Wurtele

 375,000

 *

 All current directors and executive officers as a group (7 persons)

 73,830,537

 27.83
 %

 *
 Represents
less than 1%.

 (1)
 Includes
stock options that are currently exercisable into 622,077 shares of common stock.

 Equity
Compensation Plan Information

 The
2022 Plan is our only equity compensation plan. The following table provides aggregate information as of the end of the 2024 fiscal year
with respect to the 2022 Plan:

 Number of Securities

 Remaining Available for

 Future Issuance Under Equity

 Number of Securities to be

 Weighted-Average

 Compensation Plans

 Issued Upon Exercise of

 Exercise Price of

 (Excluding Securities

 Outstanding Options

 Outstanding Options

 Reflected in Column(a))

 Equity compensation plans approved by security holders

 20,762,368

 Total

 20,762,368

 Item
 13.

 Relationships and Related Party Transactions, and Director Independence

 The
Board has adopted a written policy regarding the approval of related party transactions. At regularly scheduled Audit Committee meetings,
management will recommend any related party transactions that are contemplated, and such transactions will require the Audit Committee's
approval. Generally, a "related party" is each of our executive officers, directors, nominees for director, any stockholder
owning greater than five percent of our outstanding shares, including any immediate family member of each of the foregoing, and any entity
owned or controlled by any of the foregoing. Transactions that are available to all of our employees generally or totaling less than
$5,000 when aggregated with all similar transactions are excluded from the policy.

 With
respect to the standards applied by the Audit Committee when deciding whether to approve a related party transaction, the Audit Committee
shall approve or ratify the transaction if it is on terms believed to be comparable to those that could be obtained in arm's length
dealings with an unrelated third party. We believe that the transactions and agreements discussed below (including renewals of any existing
agreements) between us and related third parties are at least as favorable to us as could have been obtained from unrelated parties at
the time they were entered into.

Relationships and Related Party Transactions

 Mr.
McCabe is a significant shareholder, Chairman of the Board and Chief Executive Officer, and holds 26.49% of the outstanding shares of
common stock of the Company as of December 5, 2025.

 McCabe
Contribution Agreement

 The
Company, MPC and Mr. McCabe entered into a Contribution Agreement, dated July 25, 2023 (the "McCabe Contribution Agreement"),
pursuant to which (i) Mr. McCabe agreed to contribute to the Company (i) up to one hundred percent (100%) of the interest currently held
by MPC in the drilling project located on over 1,150 acres in Vermillion Parish, Louisiana (the "Bronco Prospect") and (ii)
up to ten percent (10%) back-in working interest option for the Orogrande Project exercisable following the point in time at which the
proceeds of all production from all operations conducted on the Orogrande Project (exclusive of royalty, overriding royalty and taxes
chargeable to the working interest) equals the actual cost incurred by the Company and its predecessors in drilling, testing, equipping
and the cost of operating the wells located on the Orogrande Prospect, inclusive of overhead charges (the "Back-In Interest"),
in each case, in proportion to the percentage of shares of common stock of the Company that are directly registered in the name of the
beneficial owner on the books and records of the Company's transfer agent, whether previously registered directly or previously
held through a bank, broker or other nominee who instruct such bank, broker or other nominee and transferred to the beneficial owner
on the books and records maintained by its transfer agent on or prior to the record date, provided that such shares remain directly registered
for the holding period.

 Acquisition
of Working Interests

 In
connection with the terms of that certain Purchase Agreement, dated August 7, 2014, among Hudspeth, MPC and Mr. McCabe and pursuant to
the Participation Agreement, Mr. McCabe has, at his option, the Back-In Interest after payout and a reversionary interest if drilling
obligations are not met, all under the terms and conditions of a participation and development agreement among Hudspeth, MPC and Mr.
McCabe. Mr. McCabe also holds a 4.5% overriding royalty interest in the Orogrande acreage.

 Such
Back-In Interest is subject to the above-referenced McCabe Contribution Agreement and may be contributed to the Company as described
above.

 Under
that certain Farmout Agreement, by and among Hudspeth, Pandora Energy LP, Founders Oil & Gas, LLC, MPC and Mr. McCabe dated as of
September 23, 2015, as amended, future well capital spending obligations remained the same 50% contribution from Hudspeth and 50% from
Wolfbone until such time as the $40.5 million to be spent on the project. With such $40.5 million threshold being met, Wolfbone will
bear 25% of the costs of the wells being drilled in the Orogrande acreage going forward provided that Wolfbone elects to participate
in drilling such wells.

 Additionally,
Mr. McCabe owns a controlling interest in Magdalena, an entity that holds a 4.5% overriding royalty interest in the Orogrande acreage.
Magdalena's overriding royalty interest in the Orogrande acreage, which was obtained prior to, and was not a part of any of the
transactions with the Company or its subsidiaries.

 Torchlight
Energy Inc., a subsidiary of the Company, previously acquired from MPC a 66.66% working interest in approximately 12,000 acres in the
Midland Basin (Hazel Project). As part of that transaction, MPC, Torchlight Energy Inc. and Imperial Exploration, LLC entered into a
Participation Agreement effective as of May 1, 2016. MPC and another unrelated working interest owner retained a back-in after payout
working interest of 25% in that same acreage, and the interest will be triggered back to MPC upon the proceeds from production equal
the costs of developing the project area.

 On
December 21, 2022, the Company entered into a Merger Agreement, pursuant to which in a series of transactions the Orogrande Properties
(as defined in the Merger Agreement) owned by Wolfbone were assigned to Hudspeth (or its designated assignee) in consideration of (1)
treating the Orogrande Obligations (as defined in the Merger Agreement) as having been irrevocably satisfied and discharged in full with
respect to MPC and (2) an issuance of 56,297,638 shares of the Company's common stock to Mr. McCabe (such series of transactions
collectively, the "Merger"). The Merger was completed in April 2023 in accordance with the Texas Business Organizations Code,
whereby Wolfbone became a direct and wholly-owned subsidiary of the Company and the Company acquired Wolfbone's 22.6249% working
interest in the oil and natural gas properties covering approximately 134,000 acres located in the Orogrande Basin in West Texas in Hudspeth
County, Texas.

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande DDU

 Reimbursement
Obligations

to the Option Agreement, MHP is entitled to reimbursement for its cost of Hazel development activity to the extent that the wells produced
revenues beyond the date of the option's lapse until the total amount of development expenses are reimbursed. As of December 31,
2024, there was an outstanding cost reimbursement balance in the amount of $2,964,114. Additionally, MPC holds a reversionary interest
burdening the Company's proportionate interest in the Hazel Project of 20% pursuant to the terms of the Option Agreement.

 The
Company's 2022 Note

 On
December 22, 2022, the Company issued the 2022 Note in favor of Mr. McCabe. The 2022 Note bears interest at 5% per annum, computed on
the basis of a 365-day year. Automatic renewal provisions of Amendments to the Note terms extended the maturity date to December 31,
2025. As of December 31, 2024, the Company had $21.53 million in principal amount outstanding under the 2022 Note. Accrued interest was
$1.84 million.

 The
Company's 2021 Note and Loan Agreement

 On
August 7, 2023, Mr. McCabe and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the 2021 Note and (ii)
all outstanding loans made to the Company by Meta pursuant to the Loan Agreement (the "Loan Purchase"). As a result of the
Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note and the Loan Agreement. Additionally, as
part of the Loan Purchase, Meta assigned to Mr. McCabe its lien on 25% of the Orogrande Prospect. The Company's obligations and
responsibilities under the 2021 Note and the Loan Agreement remain unchanged. Automatic renewal provisions of Amendments to the Note
terms extended the maturity date to December 31, 2025. As of December 31, 2024, the Company had $21.22 million in principal amount outstanding
under the 2021 Note. Accrued interest as of December 31, 2024 was $4.8 million.

 Participation
Agreement

to the Participation Agreements, MPC, controlled by Mr. McCabe, along with the other Participants collectively funded $7,000,000, which
will be used to (i) acquire the rights to drill on the Johnson Prospect and (ii) finance the drilling of five (5) vertical wells in the
Johnson Prospect in connection with our 2023 drilling program requirements under its University Lands Drilling and Development Unit Agreement.
Mr. McCabe and the other Participants will have the right to participate in the drilling of additional wells on the Johnson Prospect
in the future, including an additional five (5) vertical wells in locations determined by Hudspeth Operating, in its sole discretion,
in 2024. The Participation Agreements provide for an initial allocation of the working interests and net revenue interests among each
Participant and the Company and then a re-allocation upon payout or payment to such Participant of drilling and completion costs for
each well drilled. Following payout, we will own 25% of working interest as described below and 18.75% net revenue interest in each well.

 Louisiana
Projects

 See
"Louisiana Projects" subsection under "Items 1 and 2. Business and Properties" of this Annual Report on Form
10-K, which subsection is incorporated by reference herein.

 2024
Loan Transactions

 On
January 23, 2024, Mr. McCabe loaned $1,000,000 to us, which was evidenced under a 0% Senior Unsecured Promissory Note effective as of
that date (the "McCabe Note"), which provided, among other things, that the loan will be due on February 28, 2026, with the
Company having the option to extend the loan by one additional year. The loan will bear interest at the rate of 0% per annum and will
be payable in one balloon payment of principal and interest on the maturity date. If we elect to extend the loan for one year, the loan
will continue to bear interest at the rate of 0% per annum and will be payable in one balloon payment of principal and interest on the
extended maturity date.

 On
February 29, 2024, CAPCO Holding, Inc., a Texas corporation ("Capco"), loaned us $2,000,000 under a 12% Secured Promissory
Note (the "Capco Note"), which provides, among other things, that the loan will be due in one year, with us having the option
to extend the loan by one additional year. The maturity date has been extended to June 30, 2025. The loan will bear interest
at the rate of 12% per annum and will be payable in one balloon payment of principal and interest on the maturity date. If we elect to
extend the loan for one year, we must pay all accrued interest for that first year, and thereafter, the loan will bear interest at a
rate that is mutually agreeable to us and Capco, which rate will not exceed 18% per annum, and will be payable in one balloon payment
of principal and interest on the extended maturity date. Accrued interest as of December 31, 2024 was $201,489. As part of the transaction,
Gregory McCabe, our Chairman and Chief Executive Officer, entered into a Stock Pledge and Security Agreement with Capco under which he
pledged 250,000 of his shares of common stock of the Company to secure our obligations under the Capco Note. Further, Mr. McCabe entered
into a Subordination Agreement (the "Subordination Agreement") with Capco and us under which Mr. McCabe agreed to subordinate
all of the Company's indebtedness and obligations owed to Mr. McCabe to the Capco Note, under the terms and conditions of the Subordination
Agreement.

 The
CAPCO loan was paid in full in August 2025.

 Panther
Bridge Transaction

 See
the transaction with Panther Bridge, LLC described in Note 11 to the Financial Statements, which subsection is incorporated by reference
herein.

 Related
Party Transactions

 Policy
and Procedures Governing Related Person Transactions

 The
Board has adopted a written policy regarding the approval of related party transactions. At regularly scheduled Audit Committee meetings,
management will recommend any related party transactions that are contemplated, and such transactions will require the Audit Committee's
approval. Generally, a "related party" is each of our executive officers, directors, nominees for director, any stockholder
owning greater than five percent of our outstanding shares, including any immediate family member of each of the foregoing, and any entity
owned or controlled by any of the foregoing. Transactions that are available to all of our employees generally or totaling less than
$5,000 when aggregated with all similar transactions are excluded from the policy.

 With
respect to the standards applied by the Audit Committee when deciding whether to approve a related party transaction, the Audit Committee
shall approve or ratify the transaction if it is on terms believed to be comparable to those that could be obtained in arm's length
dealings with an unrelated third party. We believe that the transactions and agreements discussed below (including renewals of any existing
agreements) between us and related third parties are at least as favorable to us as could have been obtained from unrelated parties at
the time they were entered into.

Independence

 A
majority of the members of our Board meet the criteria for independence as defined by the corporate governance guidelines to be adopted
by our Board.

 Item
 14.

 Principal
 Accountant Fees and Services

 The
fees billed to us for the years ended December 31, 2024 and 2023 by our independent registered public accounting firms are set forth
below:

 Year Ended December 31

 2024

 2023

 Audit Fees(1)

 $
 23,500

 $
 152,750

 Audit Related Fees(2)

 35,000

 247,500

 Tax Fees(3)

 -

 -

 All Other Fees(4)

 51,150

 189,500

 Total Fees

 $
 109,650

 $
 589,750

 (1)
 Audit
fees represents the aggregate fees billed to us for professional services rendered for the audit of our financial statements for the
years ended December 31, 2024 and December 31, 2023.

 (2)

 Audit-related
 fees represent fees billed for services rendered during the fiscal year for assurance and related services that are reasonably related
 to the performance of the audit or review of our financial statements and are not reported under "Audit Fees".

 (3)

 Tax
 fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

 (4)

 All
 other fees consist of fees billed for all other services.

 Pre-Approval
of Audit and Non-Audit Services

 The
Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered
public accounting firm. These services may include audit services, audit related services, tax services and other services. Pre-approval
is detailed as to the particular service or category of service and is subject to a specific engagement authorization. The Audit Committee
requires the independent registered public accounting firm and management to report on the actual fees charged for each category of service
at Audit Committee meetings throughout the year.

the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional
services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval authority
from the chairman of the Audit Committee, who must report on such approvals at the next scheduled Audit Committee meeting. All 2024 audit
and non-audit services provided by the independent registered public accounting firm were pre-approved by the Audit Committee.

 PART
IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 (1)
 Financial
Statements—See the Index to Consolidated Financial Statements, together with the report thereon of M&K CPAS PLLC dated December 10, 2025 under Part II, Item 8 "Consolidated Financial Statements and Supplementary Data".

 (2)
 All
financial statement schedules are omitted because they are not applicable, or are immaterial or the required information is presented
in the consolidated financial statements or the related notes.

 (3)
 Exhibits.

 Number

 Description

 2.1

 Distribution
 Agreement between Meta Materials Inc. and Next Bridge Hydrocarbons, Inc., dated December 2, 2022 (incorporated by reference to Exhibit
 2.1 to the Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 2.2

 Agreement
 and Plan of Merger among Next Bridge Hydrocarbons, Inc., Hudspeth Operating, LLC, Wolfbone Investments, LLC, McCabe Petroleum Corporation,
 and Gregory McCabe, dated December 21, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed December
 27, 2022).

 3.1

 First
 Amended and Restated Articles of Incorporation of Next Bridge Hydrocarbons, Inc. (incorporated by reference to Exhibit 3.1 to our
 Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 3.2

 Amended
 and Restated By-laws of Next Bridge Hydrocarbons, Inc. (incorporated by reference to Exhibit 3.2 to our Registration Statement on
 Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 4.1

 Certificate
 of Designations of Series A Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to our Current Report on Form
 8-K, filed August 26, 2025).

 10.1

 Assignment
 Agreement between Meta Materials Inc. and Next Bridge Hydrocarbons, Inc., dated June 28, 2022 (incorporated by reference to Exhibit
 10.1 to our Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.2

 Tax
 Matters Agreement between Meta Materials Inc. and Next Bridge Hydrocarbons, Inc., date December 2, 2022 (incorporated by reference
 to Exhibit 10.2 to our Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.3+

 2022
 Equity Incentive Plan of Next Bridge Hydrocarbons, Inc. (incorporated by reference to Exhibit 10.7+ to our Registration Statement
 on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.4

 Purchase
 & Settlement Agreement, dated August 6, 2018, between Torchlight Energy Resources, Inc., Hudspeth Oil Corporation, Founders Oil
 & Gas, LLC, Founders Oil & Gas Operating, LLC, Wolfbone Investments, LLC and McCabe Petroleum Corporation (incorporated by
 reference to Exhibit 10.8 to our Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.5

 Purchase
 Agreement dated April 4, 2016, by and among McCabe Petroleum Corporation, Torchlight Energy Resources, Inc. and Torchlight Energy,
 Inc. (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form S-1, as amended, effective as of November 18,
 2022 (File No. 333-266143)).

 10.6

 Agreement, by and among Torchlight Energy, Inc., Torchlight Hazel, LLC, Masterson Hazel Partners, LP and McCabe Petroleum Corporation,
 dated August 13, 2020 (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1, as amended, effective
 as of November 18, 2022 (File No. 333-266143)).

 Number

 Description

 10.7

 First
 Amendment to Option Agreement, by and among Torchlight Energy, Inc., Torchlight Hazel, LLC, Masterson Hazel Partners, LP and McCabe
 Petroleum Corporation, dated September 18, 2020 (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form
 S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.8

 Second
 Amendment to Option Agreement, by and among Torchlight Energy, Inc., Torchlight Hazel, LLC, Masterson Hazel Partners, LP and McCabe
 Petroleum Corporation, dated April 15, 2021 (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form S-1,
 as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.9

 Secured
 Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Meta Materials, Inc., as holder, dated October 1, 2021 (incorporated
 by reference to Exhibit 10.13 to our Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No.
 333-266143)).

 10.10

 First
 Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Meta Materials, Inc., as holder, dated
 September 2, 2022 (incorporated by reference to Exhibit 10.14 to our Registration Statement on Form S-1, as amended, effective as
 of November 18, 2022).

 10.11

 Loan
 Agreement between Meta Materials, Inc. and Next Bridge Hydrocarbons, Inc., dated September 2, 2022 (incorporated by reference to
 Exhibit 10.15 to our Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.12

 Participation
 Agreement by and between McCabe Petroleum Corporation, Gregory McCabe and Hudspeth Oil Corporation, dated September 23, 2014 (incorporated
 by reference to Exhibit 10.16 to our Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No.
 333-266143)).

 10.13

 Amendment
 to Participation Agreement, by and between McCabe Petroleum Corporation, Gregory McCabe and Hudspeth Oil Corporation, dated January
 5, 2015 (incorporated by reference to Exhibit 10.17 to our Registration Statement on Form S-1, as amended, effective as of November
 18, 2022 (File No. 333-266143)).

 10.14

 Second
 Amendment to Participation Agreement, by and between McCabe Petroleum Corporation, Gregory McCabe and Hudspeth Oil Corporation, dated
 December 31, 2015 (incorporated by reference to Exhibit 10.18 to our Registration Statement on Form S-1, as amended, effective as
 of November 18, 2022 (File No. 333-266143)).

 10.15

 Form
 of Conversion Agreement, dated March 9, 2020, by and between Torchlight Energy Resources, Inc., Hudspeth Oil Corporation and each
 of the previous holders of 16% Series C Unsecured Convertible Promissory Notes (incorporated by reference to Exhibit 10.19 to our
 Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.16

 Amendment
 to Tax Matters Agreement, between Next Bridge Hydrocarbons, Inc. and Meta Materials, Inc. (incorporated by reference to Exhibit 10.20
 to our Registration Statement on Form S-1, as amended, effective as of November 18, 2022 (File No. 333-266143)).

 10.17

 5%
 Unsecured Promissory Note by Next Bridge Hydrocarbons, Inc. in favor of Greg McCabe, dated December 21, 2022 (incorporated by reference
 to Exhibit 10.21 to our Current Report on Form 8-K, filed December 27, 2022).

 10.18

 First
 Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, dated June 16, 2023
 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed June 26, 2023).

 10.19

 Third
 Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated October
 1, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed October 4, 2023).

 10.20

 Third
 Amendment to Loan Agreement between Gregory McCabe and Next Bridge Hydrocarbons, Inc., dated October 1, 2023 (incorporated by reference
 to Exhibit 10.2 to our Current Report on Form 8-K, filed October 4, 2023).

 10.21

 Second
 Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated October
 1, 2023 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed October 4, 2023).

 10.22

 Form
 of Participation Agreement between each Participant and Next Bridge Hydrocarbons, Inc., dated as of October 6, 2023 (incorporated
 by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed October 13, 2023).

 10.23

 Drilling
 and Development Unit Agreement 2837 between the Commissioner of the General Land Office on behalf of the State of Texas and the Lessees,
 effective as of March 27, 2017 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q, filed November 14,
 2023).

 Number

 Description

 10.24

 Amendment
 to Development Unit Agreement 2837 between the Commission of the General Land Office on behalf of the State of Texas and the Lessees,
 effective as of January 1, 2020 (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q, filed November 14,
 2023).

 10.25

 Fourth
 Amendment to Loan Agreement, dated December 31, 2023, between Gregory McCabe and Next Bridge Hydrocarbons, Inc. (incorporated by
 reference to Exhibit 10.33 to our Registration Statement on Form S-1, as amended, filed January 25, 2024).

 10.26

 Fourth
 Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated December
 31, 2023 (incorporated by reference to Exhibit 10.34 to our Registration Statement on Form S-1, as amended, filed January 25, 2024).

 10.27

 Third
 Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated December
 31, 2023 (incorporated by reference to Exhibit 10.35 to our Registration Statement on Form S-1, as amended, filed January 25, 2024).

 10.28

 0% Senior Unsecured Promissory Note, dated January 23, 2024, between Gregory McCabe and Next Bridge Hydrocarbons, Inc. (incorporated
 by reference to Exhibit 10.28 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.29

 12% Secured Promissory Note, dated February 29, 2024, between CAPCO Holdings, Inc. and Next Bridge Hydrocarbons, Inc. (incorporated by
 reference to Exhibit 10.29 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.30

 Subordination Agreement, dated February 29, 2024, between Gregory McCabe, CAPCO Holdings, Inc. and Next Bridge Hydrocarbons, Inc. (incorporated
 by reference to Exhibit 10.30 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.31

 Fifth Amendment to Loan Agreement, dated March 31, 2024, between Gregory McCabe and Next Bridge Hydrocarbons, Inc. (incorporated by reference
 to Exhibit 10.31 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.32

 Fifth Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated March 31, 2024. (incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.33

 Fourth Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated March 31, 2024. (incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.34

 Sixth Amendment to Loan Agreement, dated June 30, 2024, between Gregory McCabe and Next Bridge Hydrocarbons, Inc. (incorporated by reference to Exhibit 10.34 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.35

 Sixth Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated June 30, 2024. (incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K, filed July 17, 2024).

 10.36

 Fifth Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated June 30, 2024. (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K, filed July 17, 2024).

 10. 37

 Contribution
 Agreement with Wildcat Partners SPV, LLC, dated March 27, 2024 (incorporated by reference to Exhibit 10.1 to our Quarterly Report
 on Form 10-Q, filed November 13, 2024).

 10. 38

 Participation
 Agreement with Magnetar Exploration L.P. for Valentine Prospect, dated March 27, 2024 (incorporated by reference to Exhibit 10.2
 to our Quarterly Report on Form 10-Q, filed November 13, 2024).

 10. 39

 Participation
 Agreement with Magnetar Exploration L.P. for Panther Prospect, dated March 27, 2024 (incorporated by reference to Exhibit 10.3
 to our Quarterly Report on Form 10-Q, filed November 13, 2024).

 10. 40

 Seventh
 Amendment to Loan Agreement, dated September 30, 2024, between Gregory McCabe and Next Bridge Hydrocarbons, Inc. (incorporated
 by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q, filed November 13, 2024).

 10. 41

 Seventh
 Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated September
 30, 2024 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q, filed November 13, 2024).

 10. 42

 Sixth
 Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated September
 30, 2024 (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q, filed November 13, 2024).

 Number

 Description

 10.43

 Eighth Amendment to Loan Agreement, dated June 30, 2025, between Gregory McCabe and Next Bridge Hydrocarbons, Inc.*

 10.44

 Eighth Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated June 30, 2025.*

 10.45

 Seventh Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated June 30, 2025.*

 10.46

 Ninth Amendment to Loan Agreement, dated March 31, 2025, between Gregory McCabe and Next Bridge Hydrocarbons, Inc.*

 10.47

 Ninth Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated March 31, 2025.*

 10.48

 Eighth Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated March 31, 2025.*

 10.49

 18% Unsecured Promissory Note for $6,000,000 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed August 26, 2025).

 10.50

 Subordination Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed August 26, 2025).

 10.51

 Assignment of Net Profits Interest and Irrevocable Option to Convert to Working Interest (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed August 26, 2025).

 10.52

 Tenth Amendment to Loan Agreement, dated June 30, 2025, between Gregory McCabe and Next Bridge Hydrocarbons, Inc.*

 10.53

 Tenth Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe, as holder, dated June 30, 2025.*

 10.54

 Ninth Amendment to Unsecured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Gregory McCabe as holder, dated June 30, 2025.*

 21.1

 List of subsidiaries of Next Bridge Hydrocarbons, Inc. (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K, filed July 17, 2024).

 23.1

 Consent of Independent Registered Public Accounting Firm M&K CPAS, PLLC*

 31.1

 Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Chief Executive Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.*

 32.2

 Chief Financial Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.*

exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company hereby agrees
to furnish a copy of any omitted exhibits and schedules to the SEC upon its request.

 +
 Indicates
a management contract or compensatory plan.

 *
 Filed
herewith.

 Item
 16.

 Form
 10-K Summary

 None.

 SIGNATURES

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

 NEXT
 BRIDGE HYDROCARBONS, INC.

 Date:
 December 10, 2025

 By:

 /s/

 McCabe

 Chairman
 and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chairman
 and Chief

 McCabe

 Executive
 Officer

 /s/
 Roger Wurtele

 Roger
 Wurtele

 Chief
 Financial Officer

 /s/
 Robert L. Cook

 L. Cook

 /s/
 Edward Pocock III

 Pocock III