BSIN on Nasdaq

BIG SKY INDUSTRIAL INC.

American crude petroleum and natural gas company, incorporated in Delaware1

In its 2026 annual report the company says: “We are an industrial gas and energy company focused on the acquisition and development of industrial gases, oil and natural gas producing properties in the continental United States. Our principal properties and operations are in the Rockies region (Montana and Wyoming), the Mid-Continent (Oklahoma, and North and East Texas), and the Gulf Coast region.”3 It is headquartered in Houston, Texas.1 Its shares trade on Nasdaq under the symbol BSIN.1

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Last updated Oct 21, 2026.

Overview

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  • TickerBSIN on Nasdaq1
  • IndustryCrude Petroleum & Natural Gas1
  • HeadquartersHouston, Texas1
  • Incorporated inDE2
  • Business address1616 S. Voss, Suite 725, Houston, Tx 770572
  • Filer categoryNon-accelerated filer, Smaller reporting company2

Please see the “Glossary of Oil, Natural and Industrial Gas Terms” above for a list of abbreviations and definitions used throughout this Report.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-195.3%Operating margin4
-195.5%Net margin4
-64.3%Revenue growth, 20254
-59.4%Return on equity4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Oil Sales brought in 87% of the revenue BIG SKY INDUSTRIAL INC. broke down this way in fiscal 2025.

  1. Oil Sales$6.4M487%down 65% from 2024
  2. Natural Gas, Midstream$975.0K413%down 60% from 2024
Products and services by year
Products and services20242025
Oil Sales$18.2M$6.4M
Natural Gas, Midstream$2.5M$975.0K

Regions

Rockies brought in 72% of the revenue BIG SKY INDUSTRIAL INC. broke down this way in fiscal 2025.

  1. Rockies$5.3M472%down 30% from 2024
  2. Mid-Continent$1.3M418%down 83% from 2024
  3. West Texas, South Texas, and Gulf Coast$770.0K410%down 86% from 2024
Regions by year
Regions20242025
Rockies$7.6M$5.3M
Mid-Continent$7.7M$1.3M
West Texas, South Texas, and Gulf Coast$5.4M$770.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$7.3M
  • Income tax0¢$6.0K

Out of $7.4M in revenue.4 The company lost money this year.

Financial statements

Revenue567894$7.4M in 2025+12% since 2019
0$20.0M$40.0M$60.0M2019: $6.6M$6.6M20192020: $2.3M$2.3M2020−65%2021: $6.7M$6.7M2021+186%2022: $44.6M$44.6M2022+569%2023: $32.3M$32.3M2023−27%2024: $20.6M$20.6M2024−36%2025: $7.4M$7.4M2025−64%
Operating income567894-$14.4M in 2025+1718% since 2019
-$40.0M-$30.0M-$20.0M-$10.0M0$10.0M2019: -$790.0K-$790.0K20192020: -$5.4M-$5.4M2020+580%2021: -$1.4M-$1.4M2021−73%2022: $3.5M$3.5M20222023: -$35.0M-$35.0M20232024: -$25.7M-$25.7M2024−27%2025: -$14.4M-$14.4M2025−44%
Net income567894-$14.4M in 2025+2513% since 2019
-$40.0M-$30.0M-$20.0M-$10.0M02019: -$550.0K-$550.0K20192020: -$6.4M-$6.4M2020+1071%2021: -$1.8M-$1.8M2021−73%2022: -$963.0K-$963.0K2022−46%2023: -$32.4M-$32.4M2023+3260%2024: -$25.6M-$25.6M2024−21%2025: -$14.4M-$14.4M2025−44%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Revenue$7.4M$20.6M
Lease operating expenses$5.2M$11.2M
Gathering, transportation, and treating$59.0K$205.0K
Production taxes$539.0K$1.2M
Depreciation, depletion, accretion, and amortization$3.6M$8.3M
Impairment of oil and natural gas properties$3.6M$11.9M
Exploration Expense$230.0K$369.0K
General and administrative expenses$8.1M$8.2M
Loss on sale of assets$411.0K$5.0M
Total operating expenses$21.7M$46.3M
Operating loss-$14.4M-$25.7M
Commodity derivative gain, net$0$537.0K
Interest expense, net-$208.0K-$442.0K
Other income (expense), net$199.0K-$33.0K
Total other income (expense)-$9.0K$62.0K
Net loss before income taxes-$14.4M-$25.6M
Income tax (expense) benefit-$6.0K-$20.0K
Net loss-$14.4M-$25.6M
Basic and diluted weighted average shares outstanding (in shares)33.8M shares26.7M shares
Basic and diluted loss per share (in dollars per share)-$0.43-$0.96

Compare BIG SKY INDUSTRIAL INC. with another company

Corporate structure

BIG SKY INDUSTRIAL INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BIG SKY INDUSTRIAL INC.

  • John A. Weinzierl Filed SCHEDULE 13D/A on BIG SKY INDUSTRIAL INC., latest May 1, 2026 (8 filings since Jan 31, 2022)
  • Duane H. King Filed SCHEDULE 13D/A on BIG SKY INDUSTRIAL INC., latest Oct 30, 2025 (4 filings since Nov 4, 2022)
  • Joshua Lane Batchelor Filed SCHEDULE 13D/A on BIG SKY INDUSTRIAL INC., latest Jan 29, 2025 (2 filings since Jan 18, 2022)
  • Synergy Offshore LLC Filed SCHEDULE 13D/A on BIG SKY INDUSTRIAL INC., latest Jan 22, 2025 (2 filings since Jan 12, 2022)
  • Wavetech Helium, Inc. Filed SC 13G on BIG SKY INDUSTRIAL INC., latest Aug 16, 2024
  • Lee Hightower Filed SC 13G/A on BIG SKY INDUSTRIAL INC., latest Jan 31, 2024 (3 filings since Nov 3, 2022)
  • Melanie Hightower Filed SC 13D/A on BIG SKY INDUSTRIAL INC., latest Aug 3, 2022
  • Freeport-McMoRan Filed SC 13G/A on BIG SKY INDUSTRIAL INC., latest Jan 14, 2022
  • Empery Asset Management, LP Filed SC 13G/A on BIG SKY INDUSTRIAL INC., latest Jan 11, 2022
  • SABBY MANAGEMENT, LLC Filed SC 13G/A on BIG SKY INDUSTRIAL INC., latest Jan 4, 2022
  • BIG SKY INDUSTRIAL INC. Houston, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BIG SKY INDUSTRIAL INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$318.0K4 Dec 31, 2025$660.0K4 Dec 31, 2024−51.8%
Operating-lease assets (leased space)$356.0K4 Dec 31, 2025$528.0K4 Dec 31, 2024−32.6%
Oil and gas properties$15.2M4 Dec 31, 2025$29.1M4 Dec 31, 2024−47.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$429.0K4 Dec 31, 2025$7.7M4 Dec 31, 2024−94.4%
Marketable securities, current$146.0K4 Dec 31, 2025$131.0K4 Dec 31, 2024+11.5%

Properties, in its own words

Our oil and gas properties are described below and under Item 8, Notes to Consolidated Financial Statements under the captions “Oil and Natural Gas Producing Activities” and “Supplemental Oil and Natural Gas Information (Unaudited)”, respectively.

Oil and Natural Gas Interests

The rest of Item 2

Reserve estimates are based on average prices per barrel of oil and per Mmbtu of natural gas at the first day of each month of the 12-month period prior to the end of the reporting period. Reserve estimates as of December 31, 2025, 2024, and 2023 are based on the following average prices, in each case as adjusted for transportation, quality, and basis differentials applicable to our properties on a weighted average basis:

Average Price During

Oil (per Bbl) · 65.34 · 75.48 · 78.22

Gas (per Mmbtu) · 3.39 · 2.13 · 2.64

Presented below is a summary of our proved oil and natural gas reserve quantities, all of which are located in the United States, as of the December 31, 2025, 2024, and 2023:

As of December 31,

Oil · Natural Gas · Total · Oil · Natural Gas · Total · Oil · Natural Gas · Total

(MBbl) · (MMcf) · (MBOE) · (MBbl) · (MMcf) · (MBOE) · (MBbl) · (MMcf) · (MBOE)

Proved developed · 1,087 · 2,188 · 1,452 · 1,592 · 2,307 · 1,977 · 3,155 · 10,054 · 4,831

Proved non-producing · - · - · - · - · - · - · 28 · 28 · 33

Proved undeveloped · - · - · - · - · - · - · - · - · -

Total proved reserves · 1,087 · 2,188 · 1,452 · 1,592 · 2,307 · 1,977 · 3,183 · 10,082 · 4,864

Internal Controls Over Proved Reserve Estimates

Our internal controls over the recording of proved reserves are structured to objectively and accurately estimate our reserve quantities and values in compliance with the SEC’s regulations. Our process for managing and monitoring our proved reserves is delegated to On Point Resources, a third-party independent petroleum engineering company. Oversight is provided by management and the Audit Committee of our Board of Directors, as discussed below.

On Point Resources, Inc.'s President, Don Jacks has worked in the energy industry since 1981 and has been contracted by the Company to perform our proved reserve estimates since 2019. He holds a Bachelor of Science Degree and a Master of Science Degree in Petroleum Engineering from The University of Texas at Austin and has been a Registered Professional Petroleum Engineer in the state of Texas since 1992. He is also a member of the Society of Petroleum Evaluation Engineers (SPEE) and has been a chapter officer since 2005. Technical and engineering reviews of our assets are performed quarterly by Mr. Jacks and reported to our management. Data obtained from these reviews, in conjunction with economic data and our ownership information, is used in making a determination of estimated proved reserve quantities.

Our reserves are reviewed by our management quarterly and by the Audit Committee of our Board of Directors at least annually. Our management, which includes our Chief Executive Officer and Chief Financial Officer, is responsible for reviewing and verifying that the estimate of proved reserves is reasonable, complete, and accurate. The Audit Committee reviews a summary of the final reserves estimate and meets independently with Mr. Jacks separate from our management to discuss processes and findings in the reserve report. The Audit Committee can and does request reports and information from Mr. Jacks to independently verify values reported by the management team.

Oil and Natural Gas Production, Production Prices, and Production Costs. The following table sets forth certain information regarding our net production volumes, average sales prices realized and certain expenses associated with sales of oil and natural gas for the years ended December 31, 2025, 2024, and 2023.

Production Volume

Oil (Bbls) · 112,797 · 256,166 · 391,645

Natural gas (Mcfe) · 311,729 · 958,325 · 1,396,650

BOE · 164,752 · 415,887 · 624,420

Daily Average Production Volume

Oil (Bbls per day) · 309 · 700 · 1,073

Natural gas (Mcfe per day) · 854 · 2,618 · 3,826

BOE per day · 451 · 1,136 · 1,711

Net prices realized(1)

Oil per Bbl · 56.54 · 70.91 · 72.39

Natural gas per Mcfe · 3.13 · 2.56 · 2.84

Oil and natural gas per BOE · 44.63 · 49.58 · 51.75

Operating Expenses per BOE

Lease operating expenses, gathering, transportation, and treating, and production taxes · 35.03 · 30.24 · 28.70

Depreciation, depletion, accretion, and amortization · 21.89 · 19.85 · 17.99

(1) Net prices realized represent actual prices realized without regard to the effects of commodity derivatives.

We encourage you to read this information in conjunction with the information contained in our financial statements and related notes included in this annual report on Form 10-K, at the end of Part III hereof.

The following table provides a regional summary of our production for the years ended December 31, 2025, 2024, and 2023:

Oil · Natural Gas · Total · Oil · Natural Gas · Total · Oil · Natural Gas · Total

(Bbl) · (Mcfe) · (BOE) · (Bbl) · (Mcfe) · (BOE) · (Bbl) · (Mcfe) · (BOE)

Rockies · 92,343 · 33,555 · 97,936 · 112,191 · 37,829 · 118,496 · 146,199 · 84,431 · 160,271

South Texas, West Texas, and Gulf Coast · 12,125 · 19,539 · 15,381 · 69,367 · 39,677 · 75,980 · 143,825 · 168,884 · 171,972

Mid-continent · 8,328 · 258,635 · 51,434 · 74,608 · 880,819 · 221,411 · 101,621 · 1,143,335 · 292,177

Total · 112,797 · 311,729 · 164,752 · 256,166 · 958,325 · 415,887 · 391,645 · 1,396,650 · 624,420

Drilling and Other Exploratory and Development Activities - Oil and Natural Gas. The Company had no oil and natural gas development or exploratory drilling activity for the year ending December 31, 2025. For the years ending December 31, 2024 and 2023, the Company participated in 1 gross, productive well, 0.8 and 0.01 net to the Company.

Item 2 of the 10-K filed Mar 13, 2026.3

Leadership

Who has led BIG SKY INDUSTRIAL INC., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (29)

Former names

  • US ENERGY CORPApr 17, 1995 to May 15, 20262

Timeline

  1. Aug 11, 20268-K Results of operations50
  2. Jun 4, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure; Other events51
  3. May 15, 20268-K Executive or director change; Shareholder vote52
  4. May 8, 20268-K Executive or director change; Shareholder vote53
  5. May 7, 20268-K Results of operations54
  6. Apr 27, 20268-K Entered a material agreement; Regulation FD disclosure; Other events55
  7. Apr 20, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure56
  8. Mar 18, 20268-K Regulation FD disclosure; Other events57
  9. Mar 13, 20268-K Results of operations58
  10. Mar 10, 20268-K Entered a material agreement59
  11. Mar 4, 20268-K Unregistered sale of shares60
  12. Feb 25, 20268-K Regulation FD disclosure61
  13. Jan 30, 2020New chief executive Ryan Lewis Smith becomes CEO12
  14. Sep 27, 2016New chief executive David Veltri becomes CEO13
  15. Jan 3, 2006New chief executive Keith G. Larsen becomes CEO14

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.10) a share, on Nov 12, 2025.62

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results50
  2. May 7, 2026Reported quarterly or annual results54
  3. Mar 13, 2026Reported quarterly or annual results58
  4. Nov 12, 2025Reported quarterly or annual results63
  5. Aug 12, 2025Reported quarterly or annual results64
  6. May 12, 2025Reported quarterly or annual results65
  7. Mar 13, 2025Reported quarterly or annual results66
  8. Nov 12, 2024Reported quarterly or annual results67

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

308 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 77 major events, 128 insider forms, 24 large holders, 59 other. The latest 20:

  1. Aug 11, 20264 EDGAR
  2. Aug 11, 20268-K EDGAR
  3. Aug 11, 202610-Q EDGAR
  4. Jun 4, 20268-K EDGAR
  5. May 15, 20268-K/A EDGAR
  6. May 8, 20268-K EDGAR
  7. May 7, 20268-K EDGAR
  8. May 7, 202610-Q EDGAR
  9. May 1, 20264 EDGAR
  10. May 1, 2026SCHEDULE 13D/A EDGAR
  11. Apr 27, 20268-K EDGAR
  12. Apr 20, 20268-K EDGAR
  13. Apr 6, 2026ARS EDGAR
  14. Apr 6, 2026DEF 14A EDGAR
  15. Apr 1, 20264 EDGAR
  16. Mar 24, 2026PRE 14A EDGAR
  17. Mar 20, 20264 EDGAR
  18. Mar 20, 20264 EDGAR
  19. Mar 18, 20268-K EDGAR
  20. Mar 13, 20268-K EDGAR

The 308 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

93 open-market trades by officers, directors and large owners since October 2021: 84 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 31, 2026Smith Ryan LewisCEOBuy15,000$0.87$13.1KForm 4
Mar 3, 2026Sage Road Energy II, LPSale265,170$1.37$363.3KForm 4
Mar 2, 2026Sage Road Energy II, LPSale434,830$1.25$543.5KForm 4
Oct 27, 2025Sage Road Energy II, LPSale167,438$1.25$209.3KForm 4
Oct 24, 2025Sage Road Energy II, LPSale177,070$1.25$221.3KForm 4
Oct 23, 2025Sage Road Energy II, LPSale193,902$1.26$244.3KForm 4
Sep 12, 2025Smith Ryan LewisCEOBuy4,000$1.14$4.6KForm 4
Aug 13, 2025Smith Ryan LewisCEOBuy2,000$1.17$2.3KForm 4
Jun 23, 2025Woodford Petroleum, LLCSale1,091,478$2.02$2.2MForm 4
Jun 20, 2025Woodford Petroleum, LLCSale57,966$1.80$104.3KForm 4
Jun 18, 2025Woodford Petroleum, LLCSale555,162$2.05$1.1MForm 4
Jun 17, 2025Keys Randall DSale45,000$2.31$104.0KForm 4
Jun 3, 2025Smith Ryan LewisCEOBuy2,500$1.30$3.2KForm 4
May 29, 2025Smith Ryan LewisCEOBuy2,000$1.31$2.6KForm 4
May 20, 2025Smith Ryan LewisCEOBuy2,500$1.19$3.0KForm 4
May 13, 2025Smith Ryan LewisCEOBuy2,000$1.09$2.2KForm 4
May 12, 2025Smith Ryan LewisCEOBuy1,000$1.09$1.1KForm 4
Mar 27, 2025Smith Ryan LewisCEOBuy500$1.26$630Form 4
Mar 26, 2025Smith Ryan LewisCEOBuy500$1.30$650Form 4
Mar 14, 2025Smith Ryan LewisCEOBuy500$1.29$645Form 4

All 93 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Ryan L. Smith43$335.5K$1.4M78
2025Mark L. Zajac$263.9K$661.2K78
2024CEO$327.5K$889.4K78
2024CFO$259.5K$634.9K78

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 39. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Steamboat Capital Partners, LLC2,512,075$2.8M0.6%New
Vanguard Capital Management LLC1,283,243$1.4M0.0%+722,236
Jane Street Group, LLC917,759$1.0M0.0%New
Ancora Advisors LLC419,686$461.7K0.0%New
Geode Capital Management, LLC405,272$445.8K0.0%+181,619
XTX Topco Ltd367,720$404.5K0.0%+354,564
Kestra Advisory Services, LLC244,500$268.9K0.0%New
Vanguard Fiduciary Trust Co178,213$196.0K0.0%+126,954
Peak6 LLC175,000$192.5K0.0%−25,000
UBS Group AG169,771$186.7K0.0%−312,555
State of Tennessee, Department of Treasury145,168$159.7K0.0%New
State Street Corp124,571$137.0K0.0%No change
BlackRock, Inc.121,537$133.7K0.0%+82,416
Marshall Wace, Llp116,075$127.7K0.0%New
Citadel Advisors LLC95,593$105.2K0.0%New
Northern Trust Corp64,725$71.2K0.0%+19,338
United Asset Strategies, Inc.49,015$53.9K0.0%+10,000
Susquehanna International Group, Llp46,211$50.8K0.0%New
Uniting Wealth Partners, LLC45,000$49.5K0.0%No change
Founders Financial Securities LLC35,000$38.5K0.0%New
Bridgeway Capital Management, LLC21,848$24.0K0.0%−27,000
Empowered Funds, LLC21,848$24.0K0.0%No change
Jump Financial, LLC17,300$19.0K0.0%New
Thompson Davis & Co., Inc.17,001$18.7K0.0%−63,776
Corient Private Wealth LP16,000$17.6K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How BIG SKY INDUSTRIAL INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBIG SKY INDUSTRIAL INC.1
  • CIK0000101594
  • Employer ID (EIN)83-02055163
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address1616 S. Voss, Suite 725, Houston, TX 770571
  • Phone303 993 32001
  • Shares outstanding52,493,428 as of Aug 4, 202611
  • Public float$19.1M as of Jun 30, 20253
  • AuditorWEAVER AND TIDWELL, L.L.P., Houston, Texas PCAOB ID 410; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceApr 17, 19951
  • Filings1,714 in all: 4 (643), 8-K (402), 10-Q (94), 5 (53), 3 (43), DEF 14A (34), 10-K (32), CORRESP (30)1
    All 52 form types

    424B3 (29), SC 13G/A (29), S-3/A (27), S-3 (23), UPLOAD (21), SC 13G (20), 8-K/A (16), EFFECT (16), NT 10-Q (16), POS AM (16), 10-K/A (15), DEFA14A (15), NT 10-K (13), PRE 14A (10), S-8 POS (10), 10-Q/A (9), 424B5 (8), S-1 (8), SC 13D/A (8), S-1/A (7), S-8 (7), DEFR14A (6), SCHEDULE 13D/A (6), SC 13D (5), 424B2 (4), ARS (4), RW (4), 144 (3), 4/A (3), 424A (3), 424B4 (3), 424B1 (2), DEL AM (2), PRER14A (2), REGDEX (2), S-4 (2), S-4/A (2), 10-C (1), 10QSB (1), 8-A12G (1), 8-A12G/A (1), CT ORDER (1), D (1), FWP (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Apr 6, 2026
    Latest 8-K (8-K) Aug 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par valueUSEGNasdaq

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks BIG SKY INDUSTRIAL INC. names in Item 1A of its 10-K filed Mar 13, 2026: 72 risks under these headings, as written.3

  • Risks Related to the Industrial Gas, Oil and Natural Gas Industries and Our Business
  • We may need additional capital to complete future acquisitions, conduct our operations, and fund our business, and our ability to obtain the necessary funding is uncertain.
  • Industrial gas, oil, natural gas liquids (NGL) and natural gas prices, are volatile and declines in the prices of such commodities have in the past, and will continue in the future to, adversely affect our business, financial condition or results of operations, and our ability to meet our capital expenditure obligations or targets and financial commitments.
  • The Company’s operations have in the past been, and could in the future be, disrupted by natural or human causes beyond its control.
  • The future value and resources associated with our industrial gas development are unknown and the Company may never realize the value of any resources.
  • The Company’s industrial gas properties are in the exploration stage; such properties may never yield commercial quantities of industrial gas; and the Company may not be able to commercially extract them, if present.
  • Our industrial gas, oil, natural gas and NGL operations are subject to environmental, legislative and regulatory initiatives that can materially adversely affect the timing and cost of operations and the demand for industrial gas, crude oil, natural gas, and NGLs.
  • Our industrial gas operations will require us to obtain licenses and permits which may not be obtained, may be delayed, or may limit our ability to undertake exploration, production and post gas processing injection activities.
  • Our industrial gas operations are subject to risks and hazards which may not be covered by insurance.
  • We face risks associated with our ability to locate and commercially extract industrial gas.
  • The construction of our planned processing facility, gathering and transportation system, and power infrastructure is subject to significant risks that could increase costs, delay operations, or prevent completion.
  • The Company has never had any industrial gas producing properties and such properties may not result in profitable production.
The other 61 risks
  • The Company faces industrial gas drilling risks.
  • The Company may be unable or unwilling to develop commercially viable industrial gas operations.
  • There are numerous risks associated with estimating industrial gas resources.
  • The Company faces risks associated with its current lack of distribution agreements.
  • The Company’s industrial gas production and margins thereon, if any, will be subject to changing prices.
  • The Company’s industrial gas operations will be subject to gas processing and transportation costs and risks.
  • The Company’s industrial gas exploration and production activities will be subject to technological risks.
  • Our business and operations were previously adversely affected by the COVID-19 pandemic and may be adversely affected by other similar outbreaks.
  • Declining general economic, business or industry conditions have, and will continue to have, a material adverse effect on our results of operations, liquidity, and financial condition, and are expected to continue having a material adverse effect for the foreseeable future.
  • The Company’s operations could be disrupted by natural or human causes beyond its control.
  • Economic uncertainty may affect our access to capital and/or increase the costs of such capital.
  • The development of industrial gas, oil and natural gas properties involves substantial risks that may result in a total loss of investment.
  • Oil price differential and oil price differentials in other properties in Wyoming and Montana could have adverse impacts on our revenue.
  • Unanticipated costs could require new capital that may not be available.
  • Competition may limit our opportunities in the industrial gas, oil and natural gas business.
  • Successful exploitation of shale formations is subject to risks related to horizontal drilling and completion techniques.
  • If our access to oil and natural gas markets is restricted, it could negatively impact our production and revenues. Securing access to takeaway capacity may be particularly difficult in less developed areas of Montana and Wyoming.
  • If we are unable to replace reserves, we will not be able to sustain production.
  • Many of our joint operating agreements contain provisions that may be subject to legal interpretation, including allocation of non-consent interests, complex payout calculations that impact the timing of reversionary interests, and the impact of joint interest audits.
  • Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or the relevant underlying assumptions will materially affect the quantity and present value of our reserves.
  • Our hedging activities have in the past and may in the future prevent us from benefiting fully from increases in oil and gas prices and may expose us to other risks, including counterparty risk.
  • Our acreage must be drilled before lease expiration, generally within three to five years, in order to hold the acreage by production. 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, the loss of our lease and prospective drilling opportunities.
  • Our producing properties are primarily located in Montana, Wyoming, Texas, and Oklahoma, making us vulnerable to risks associated with having operations concentrated in these geographic areas.
  • Insurance may be insufficient to cover future liabilities.
  • We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration.
  • Improvements in, or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations.
  • Competition due to advances in renewable fuels may lessen the demand for our products and negatively impact our profitability.
  • Permitting requirements could delay our ability to start or continue our operations.
  • Negative public perception regarding us and/or our industry could have an adverse effect on our operations.
  • Seasonal weather conditions adversely affect our ability to conduct drilling activities in some of the areas where we operate.
  • Shortages of equipment, services and qualified personnel could reduce our cash flow and adversely affect results of operations.
  • Our oil and natural gas reserves are estimated and may not reflect the actual volumes of oil and natural gas we will receive, and significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
  • We may purchase industrial gas, oil and natural gas properties with liabilities or risks that we did not know about or that we did not assess correctly, and, as a result, we could be subject to liabilities that could adversely affect our results of operations.
  • Risks Related to Our Financial Statements
  • We have written down, and may in the future be forced to further write-down, material portions of our assets due to low oil and natural gas prices.
  • There are inherent limitations in all control systems and misstatements due to error or fraud that may occur and not be detected.
  • Our ability to use net operating loss carryforwards and realize built in losses to offset future taxable income for U.S. federal income tax purposes is subject to limitation.
  • Risks Related to Governmental Regulations
  • Industrial gas, oil and natural gas operations are subject to environmental, legislative and regulatory initiatives that can materially adversely affect the timing and cost of operations and the demand for industrial gas, oil, natural gas, and NGLs.
  • Proposed changes to U.S. tax laws, if adopted, could have an adverse effect on our business, financial condition, results of operations, and cash flows.
  • Our ability to produce crude oil, natural gas, and associated liquids economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our drilling operations and/or completions or are unable to dispose of or recycle the water we use at a reasonable cost and in accordance with applicable environmental rules.
  • Our industries and the broader US economy experienced higher than expected inflationary pressures in 2022 and beyond, related to continued supply chain disruptions, tariffs, labor shortages and geopolitical instability. Should these conditions reappear, our business, results of operations and cash flows could be materially and adversely affected.
  • The conflicts in Ukraine and Israel and related price volatility and geopolitical instability could negatively impact our business.
  • Risks Related to U.S. Government Operations A U.S. federal government shutdown could adversely affect our business, results of operations, and financial condition.
  • Risks Related to Management, Employees and Directors
  • Potential conflicts of interest could arise for certain members of our Board of Directors that hold management positions with other entities and also represent our majority stockholders.
  • We depend significantly upon the continued involvement of our present management.
  • Risks Related to Our Credit Agreement
  • Our obligations under our credit agreement with FirstBank Southwest (the "Credit Agreement") are secured by a first priority security interest in substantially all of our assets.
  • Our failure to comply with the covenants in the documents governing our existing and future indebtedness could materially adversely affect our financial condition and liquidity.
  • The covenants in our credit and loan agreements restrict our ability to operate our business and might lead to a default under our Credit Agreement.
  • Risks Related to Our Common Stock
  • We currently have 245,000,000 shares of common stock authorized and there may be future issuances of sales of our common stock, which could adversely affect the market price of our common stock and dilute a stockholder’s ownership of common stock.
  • We have established preferred stock which can be designated by the Board of Directors without stockholder approval.
  • Our stock price has historically been and is likely to continue to be volatile.
  • Our Common Stock may be delisted from The Nasdaq Capital Market if we cannot satisfy Nasdaq’s continued listing requirements.
  • If our common stock is delisted from The Nasdaq Capital Market, your ability to sell your shares of our common stock could also be limited by the penny stock restrictions, which could further limit the marketability of your shares.
  • Our Board of Directors has determined to suspend our quarterly cash dividend.
  • Our stock repurchases are discretionary and even if effected, they may not achieve the desired objectives.
  • A sale of a substantial number of registered shares of common could cause the price of our common stock to decline and make it harder for us to sell equity in the future.
  • Risks Relating to our Purchase Agreement with Roth Principal Investments
  • The issuance and sale of our Common Stock to Roth Principal Investments may cause dilution to our other stockholders and the sale of the shares of Common Stock acquired by Roth Principal Investments, or the perception that such sales may occur, could cause the price of our Common Stock to fall.
  • It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to Roth Principal Investments, or the actual gross proceeds resulting from those sales.
  • The Roth Principal Investments will pay less than the then-prevailing market price for our shares of Common Stock, which could cause the price of our Common Stock to decline.
  • We will owe the Roth Principal Investments additional consideration in the event it does not generate at least $450,000 in proceeds from the Roth Principal Investments’ resale of the Commitment Shares.
  • Risks Relating to Our Governing Documents and Delaware Law
  • Our Certificate of Incorporation provides for indemnification of officers and directors at our expense and limits their liability, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.
  • Our Certificate of Incorporation contains a specific provision that limits the liability of our directors for monetary damages to the Company and the Company’s stockholders and requires us, under certain circumstances, to indemnify officers, directors and employees.

Legal proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in any legal proceedings that we believe could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Environmental Contingencies

The nature of the industrial gas, natural gas and oil businesses carries with it certain environmental risks for us and our subsidiaries. We have implemented various policies, programs, procedures, training and audits to reduce and mitigate such environmental risks. We conduct periodic reviews, on a company-wide basis, to assess changes in our environmental risk profile. In the event we believe that economic losses are probable and reasonably estimable, we establish environmental reserves. We manage our exposure to environmental liabilities in acquisitions by using an evaluation process that seeks to identify pre-existing contamination or compliance concerns and address the potential liability. Depending on the extent of an identified environmental concern, we may, among other things, exclude a property from the transaction, require the seller to remediate the property to our satisfaction in an acquisition or agree to assume liability for the remediation of the property.

The opening of Item 3, Legal Proceedings.3

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