Creek Road Miners, Inc. (OTCPK:CRKR) entered into a non-binding letter of intent to acquire Prairie Operating Company, LLC for $2.54 million on July 13, 2022. As of October 24, 2022, Creek Road Miners, Inc. entered into a definitive agreement to acquire Prairie Operating Company, LLC. At the effective time of the Merger (the “Effective Time”), Creek Road will (a) deliver the greater of (A) 2,000,000 shares of its common stock, par value $0.0001 per share (“Common Stock”), and (B) the product of (x) the number of issued and outstanding shares of Common Stock immediately following the consummation of the Restructuring Transactions (as defined below) by Creek Road multiplied by (y) 33.33% to the members of Prairie (the “Prairie Members”) and (b) convert certain options to purchase membership interests of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of Common Stock for $0.25 per share only exercisable if specific production hurdles are achieved. This transaction provides Creek Road an opportunity to greatly simplify its capital structure with Prairie owning approximately 33% of the pro-forma common shares. At the conclusion of the Merger, Creek Road will be debt- free and intends to change its name to Prairie to reflect the new business operation, and Prairie will operate as the surviving company. With the successful execution of the Merger with Prairie, the Company will conclude a business combination and financing to acquire certain oil and gas properties, and relocate its headquarters to Houston, TX.

Completion of the Merger is subject to certain customary conditions, including, among others: (i) the written consent of 66 2/3% of the voting power of Creek Road's issued and outstanding capital stock approving (a) the effectuation of the Reverse Stock Split of the Common Stock at a ratio between 1-23 and 1-30, (b) an increase in the number of authorized shares of Common Stock from 100,000,000 to 150,000,000 (the “Authorized Stock Increase”) and (c) a change in name of Creek Road to “Prairie Operating Co.” (the “Corporate Name Change” and, collectively with the Reverse Stock Split and the Authorized Stock Increase, the “Charter Amendment”) shall have been delivered to Prairie by Creek Road, (ii) the consummation of the sale of shares of Common Stock and warrants to acquire shares of Common Stock in a private placement in an amount not less than $30.0 million (the “PIPE Transaction”) shall have occurred and (iii) all conditions precedent to Prairie's acquisition of certain oil and gas leases and certain other associated assets, data and records in Weld County, Colorado (the “Exok Assets” and such transaction, the “Exok Transaction”) pursuant to a Purchase and Sale Agreement, dated as of October 24, 2022 (the “Exok Agreement”), between Prairie and Exok, Inc., an Oklahoma corporation (“Exok”), shall have been met (other than the consummation of the Merger and the deliveries and actions to be made and performed at such closing). As of October 24, 2022, Creek's Board of Directors approves the deal. As of May 3, 2023, Creek Road Miners, Inc. (OTCPK:CRKR) entered into an Amended and Restated Agreement and Plan of Merger with Prairie Operating Company, LLC. Accordingly the completion of the Merger is subject to including, among others: (i) remove the reverse stock split of the shares of the Company's common stock, par value $0.0001 per share (“Common Stock ”), at a ratio between 1-23 and 1-30 that was contemplated to occur as part of a series of restructuring transactions prior to the consummation of a contemplated sale of the Company's securities to certain investors in a private placement; (ii) amend the date by which the AR Merger Agreement may be terminated by either the Company or Prairie if the Merger has not been consummated to on or before September 30, 2023; (iii) reflect the terms of the AR Exok Agreement and the PIPE Transaction (each, as defined below); and (iv) provide for the assumption of Prairie's long-term incentive plan by the Company prior to the effective time of the Merger. Concurrently on May 3, 2023, Prairie, Exok and the Company entered into an Amended and Restated Purchase and Sale Agreement, among other things: (i) reflect that the Exok Assets to be purchased by Prairie for a total amount of $3 million will consist of approximately 3,157 net mineral acres in, on and under approximately 4,494 gross acres; (ii) amend the effective date of the conveyance of the Exok Assets to be the date of the closing of the Exok Transaction; (iii) remove the issuance of $4.182 million in total equity consideration to Exok, which consisted of (a) 836,400 shares of Common Stock and (b) 836,400 warrants to purchase 836,400 shares of Common Stock at an exercise price of $6.00 per share; and (iv) include an option of the Company to purchase, from the Exok Closing Date until the later of (x) the date that is ninety (90) days following the Exok Closing Date and (y) August 15, 2023, approximately 20,327 net mineral acres in, on and under approximately 32,695 additional gross acres from Exok for a purchase price of $22.182 million, payable in (a) $18 million in cash and (b) $4.182 million in total equity consideration, consisting of (1) a number of shares of Common Stock equal to the quotient of $4.182 million divided by the volume weighted average price for shares of Common Stock for twenty (20) consecutive trading days ending on the date such option is exercised by the Company and (2) an equal number of warrants to purchase shares of Common Stock.

T. David D'Alessandro, Bryan Loocke, Jim Meyer, Sean Becker, Sarah Mitchell, Craig Zieminski, Matt Dobbins, Ryan Carney, Mark Kelly and Crosby Scofield of Vinson & Elkins LLP acted as legal advisor to Prairie. Roger W. Bivans and Jeremy Moore of Baker & McKenzie LLP acted as legal advisor to Creek Road.
Creek Road Miners, Inc. (OTCPK:CRKR) completed the acquisition of Prairie Operating Company, LLC on May 3, 2023. As a result of the Merger, Creek Road was renamed Prairie Operating Co. The Company expects to commence trading on the OTCQB under the new name and symbol “PROP” once FINRA processes the Company's pending Rule 10b-17 action request pursuant to FINRA Rule 6490. The Company intends to request listing on the NYSE American Exchange. The Company's executive leadership team includes Prairie co-founders Gary C. Hanna (President) and Ed Kovalik (Chief Executive Officer), Craig Owen (Chief Financial Officer), Jeremy Ham (Chief Commercial Officer) and Bryan Freeman (Executive Vice President of Operations). Gary C. Hanna, Ed Kovalik, Paul L. Kessler, Gizman Abbas and Stephen Lee will serve on the Company's board of directors.

In connection with the Merger, the Company acquired from Exok, Inc. (“Exok”) undeveloped oil and gas leasehold acreage, located in Weld County, Colorado (the “Exok Assets”) for approximately $3.0 million (the “Initial Asset Acquisition”) pursuant to the previously announced amended and restated purchase and sale agreement (“PSA”) between Prairie and Exok. The Company has the option to purchase 32,695.63 additional gross Weld County acres from Exok, payable partly in cash and partly in equity consideration, until the later of August 15, 2023 or 90 days from the Closing, in accordance with the terms of the PSA. To fund the Initial Asset Acquisition, Creek Road raised $17.3 million in proceeds from the private placement of the Company's Series D preferred stock and warrants to purchase the Company's common stock with certain investors (the “PIPE” and together with the Merger and the Initial Asset Acquisition, the “Transactions”). Any remaining proceeds from the PIPE, after funding the Initial Asset Acquisition and expenses related to the Transactions, will be used to develop the Exok Assets.