Prairie Operating (PROP) Announces $200M Share Offering

Prairie Operating Co. (“Prairie” or the “Company”) (Nasdaq: PROP), an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids, announced today that it has commenced an underwritten public offering of $200 million of shares of its common stock, par value $0.01 (“common stock”). The Company expects to grant the underwriters a 30-day option to purchase up to an aggregate value of $30 million of additional shares of the Company’s common stock.

The Company intends to use the net proceeds from the offering to fund a portion of the purchase price for the Company’s proposed acquisition of certain oil and gas assets from Bayswater Exploration and Production and certain of its affiliates (the “Bayswater Acquisition”). The Company intends to use the remaining net proceeds from the offering, including any net proceeds from the underwriters’ exercise of their option to purchase additional shares, for other general corporate purposes, which may include advancing the Company’s development and drilling program, repayment of existing indebtedness or financing other potential acquisition opportunities.

Citigroup is acting as lead book-running manager for the offering. KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., Piper Sandler & Co., and Truist Securities, Inc. are also acting as joint book-running managers. Fifth Third Securities, Inc., Clear Street LLC, First Citizens Capital Securities, LLC, Johnson Rice & Company L.L.C., and Pickering Energy Partners are acting as co-managers.

The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on December 20, 2024. The preliminary prospectus supplement, and accompanying base prospectus, relating to the offering, and a final prospectus supplement, when available, will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement, and accompanying base prospectus, relating to the offering, and the final prospectus supplement, when available, may be obtained by sending a request to: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-800-831-9146; KeyBanc Capital Markets Inc., Attn: Equity Syndicate, 127 Public Square, 7th Floor, Cleveland, OH 44114, telephone: 1-800-859-1783; MUFG Securities Americas Inc., Attention: Equity Capital Markets, 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, telephone: 212-405-7440, email: [email protected]; Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, by telephone at (800) 747-3924, or by email at [email protected]; Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, by telephone at (800) 685-4786, or by email at [email protected]; or by accessing the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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