Empire Petroleum Corporation entered into a material definitive agreement on November 9, 2026, to issue a promissory note to Energy Evolution Master Fund, Ltd. The note carries an aggregate principal amount of $6,750,000. Energy Evolution, a Cayman Islands exempted company, has advanced the full principal amount to the Company as of the date of issuance.
The Company intends to use the proceeds from this note for general working capital purposes. The note matures on May 9, 2028. Interest accrues at an annual rate of 6% per annum. Following the maturity date, any remaining unpaid principal accrues interest at a rate of 9% per annum. Interest is payable in cash on the maturity date, unless an Event of Default occurs, in which case all accrued interest becomes immediately due.
Energy Evolution holds the option to convert all or a portion of the outstanding principal into shares of Empire Petroleum common stock. The conversion price is set at $2.16 per share. This option is available from January 9, 2027, until the maturity date. If the entire principal amount is converted, 3,125,000 shares would be issued. The Company stated it will use commercially reasonable efforts to seek approval from the NYSE American for a supplemental listing application regarding these shares.
The issuance of the note was not registered under the Securities Act of 1933. The Company cited Section 4(a)(2) of the Act as the basis for this exemption. The filing notes that Energy Evolution is a sophisticated accredited investor with the financial means to bear the risks of the investment.
