Prairie Operating Co. Enters into Letter Agreement with Hudson Bay PH XIX LLC

Prairie Operating Co. has entered into a letter agreement with Hudson Bay PH XIX LLC to repurchase 13,727 shares of Series F Convertible Preferred Stock for approximately $19 million. In connection with this repurchase, the company will issue a warrant to purchase 4 million shares of common stock at an exercise price of $0.01 per share. Additionally, the company may issue a second warrant for 3 million shares under certain conditions. The agreement also modifies terms related to an existing securities purchase agreement, including extending the Anniversary Warrant Issuance Date and adjusting the number of shares issuable under the Anniversary Warrants. The company has granted High Trail certain registration rights for the warrants and underlying shares, requiring the company to file a registration statement within 30 days. High Trail also received participation rights for future equity offerings. The agreement includes customary representations, warranties, and covenants.