UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

(Rule 14c-101)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities

Exchange Act of 1934 (Amendment No. 2)

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☒	Preliminary Information Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☐	Definitive Information Statement

CALLAN JMB INC.

(Name of Registrant as Specified In Its Charter)

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PRELIMINARY INFORMATION STATEMENT

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

CALLAN JMB INC.

244 Flightline Drive

Spring Branch, Texas 78070-6241

To the Stockholders of Callan JMB Inc.:

NOTICE IS HEREBY GIVEN that the holders of the majority of the voting power of the stockholders of Callan JMB Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), have approved the following actions without a meeting of stockholders in accordance with Section 78.320 of the Nevada Revised Statutes:

	1.	The approval, (i) in accordance with Nasdaq Listing Rule 5635(a), of the potential issuance of in excess of 19.99% of our Common Stock, par value $0.001 per share (the “Common Stock”), upon conversion of shares of Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), to be issued pursuant to that certain Asset Purchase and Sale Agreement, dated as of August 19, 2026 by and among Callan Power LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (“Buyer”), the Company, and Reger Oil, Inc., a Nevada corporation. (the “Seller”), (the “Reger APA”), (ii) in accordance with Nasdaq Listing Rule 5635(d), of the potential issuance in excess of 19.99% of our Common Stock in connection with the Reger APA or other transactions approved by the Company’s Board of Directors related thereto or for the financing thereof in one or more transactions not involving a public offering at a price less than the lower of (x) the Nasdaq closing price for our Common Stock on the trading day immediately preceding the signing of the binding agreement for such transaction and (y) the five-day average Nasdaq closing price of our Common Stock immediately preceding the signing of the binding agreement for such transaction ( the “Minimum Price”) and (iii) in accordance with Nasdaq Listing Rule 5635(d), of the fixed conversion price for the Series A Preferred Stock at $2.10 per share of Common Stock, subject to customary anti-dilution adjustments, which conversion price may be below the Minimum Price (“Proposal 1” or “the “20% and Minimum Price Issuance Consent”); and

	2.	The approval of an amendment to the Callan JMB Inc. 2024 Equity Incentive Plan (the “Plan”) to (a) establish the total number of shares of Common Stock available for issuance under the Plan at 15% of the Company’s issued and outstanding shares of Common Stock from time to time and (b) provide for an annual evergreen replenishment feature pursuant to which the share reserve under the Plan shall automatically increase on January 1 of each calendar year (commencing January 1, 2027) by such number of shares as determined by the Board of Directors (the “Board”) without the need for further stockholder approval (the “Evergreen Feature”) (“Proposal 2” or the “Plan Amendment Consent”).

The enclosed Information Statement contains information pertaining to the matters acted upon. The actions will become effective on the 20th day after the Information Statement is mailed to our stockholders. We expect to mail the accompanying Information Statement to the stockholders on or about September __, 2026. This Information Statement will serve as written notice to stockholders pursuant to the Nevada Revised Statutes and is being furnished to our stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and the rules promulgated by the Securities and Exchange Commission thereunder.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Your vote or consent is not requested or required to approve the matters described herein. The accompanying Information Statement is provided solely for your information.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

Dated: September __, 2026

	Sincerely,

		/s/ Wayne Williams
	Name:	Wayne Williams
	Title:	Chief Executive Officer, President, and Chairman of the Board

INFORMATION STATEMENT

Action by Written Consent of Stockholders

GENERAL INFORMATION

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is being furnished in connection with the actions taken by written consent of stockholders holding a majority of our outstanding shares of Common Stock (the “Majority Holders”) taken on August 18, 2026 without a meeting (the “Written Consent”) to approve the actions described in this Information Statement. The Board has fixed the close of business on August 17, 2026 as the record date (the “Record Date”) for determining the stockholders entitled to notice of the actions described in this Information Statement. We are mailing this Information Statement to our stockholders on or about September __, 2026.

What actions were taken by Written Consent?

	1.	The approval, (i) in accordance with Nasdaq Listing Rule 5635(a), of the potential issuance of in excess of 19.99% of our Common Stock upon conversion of the Series A Preferred Stock to be issued to Reger Oil, Inc. pursuant to the Reger APA, (ii) in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of in excess of 19.99% of our Common Stock at a price less than the Minimum Price in one or more transactions not involving a public offering in connection with or related to the Reger APA or the financing thereof and (iii) to set the fixed conversion price for the Series A Preferred Stock at $2.10 per share which may be below the Minimum Price; and

	2.	The approval of the Plan Amendment to establish the share reserve at 15% of the Company’s outstanding Common Stock from time to time and to authorize the annual Evergreen Feature subject to Board determination without further stockholder approval.

How many shares of Common Stock were outstanding on July 30, 2026?

On August 17, 2026, the Record Date, there were 5,752,368 shares of Common Stock issued and outstanding. The holders signing the Written Consent included (i) Mr. Wayne Williams, our Chairman, President and Chief Executive Officer, who held voting power for 2,377,468 shares of Common Stock, and (ii) Dr. David Croyle, our Chief Medical Officer, who held voting power for 789,805 shares of Common Stock, representing in the aggregate approximately 55% of the voting power of the outstanding Common Stock.

Who is paying the cost of this Information Statement?

We will pay for preparing, printing and mailing this Information Statement. Arrangements may be made with banks, brokerage houses and other institutions, nominees and fiduciaries, to forward the Definitive Information Statement to beneficial owners. We will, upon request, reimburse those persons and entities for expenses incurred in forwarding the Definitive Information Statement to our stockholders.

APPROVAL OF POTENTIAL ISSUANCE OF COMMON STOCK IN EXCESS OF 20% THRESHOLD

Background

On August 19, 2026, Callan Power LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (“Buyer”), the Company and Reger Oil, Inc. (the “Seller”) entered into an Asset Purchase and Sale Agreement (the “Reger APA”), pursuant to which the Buyer agreed to acquire substantially all of the Seller’s right, title and interest in and to certain land leases for properties located in the Williston Basin with the oil and gas exploration rights appurtenant thereto together with the right to use the Seller’s proprietary seismic and prospect data base to aid in subsequent exploration efforts on such properties. All of the leases to be acquired cover exploratory and non-producing properties. None of the leases to be acquired currently have producing wells or revenue generating activities taking place thereon (collectively, the “Assets” and such transaction, the “Acquisition”). A copy of the Reger APA filed with the SEC as an exhibit to the Company’s Report on Form 8-K on August 24, 2026 is attached to this Information Statement as Annex A and is also summarized below. Capitalized terms not defined herein shall, unless otherwise indicated herein, have the meanings ascribed to such terms in the APA.

As consideration for the Acquisition, the Company will issue to the Seller 1,000 shares of Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), having an aggregate stated value of $10,000,000 (the “Preferred Stock Consideration”). The Series A Preferred Stock is convertible into shares of Common Stock at a conversion price of $2.10 per share (the “Conversion Price”), subject to customary anti-dilution adjustments. At the initial Conversion Price, the 1,000 shares of Series A Preferred Stock would be convertible into approximately 4,761,905 shares of Common Stock. Based on 5,752,368 shares of Common Stock outstanding as of August 17, 2026 together with all 4,761,905 shares of Common Stock potentially issuable upon conversion of the Preferred Stock, such conversion shares would represent approximately 45.3% of the Company’s outstanding Common Stock after the closing of the Acquisition. In addition, the Reger APA requires the Company to pay to the Seller two million dollars ($2,000,000) on or before December 31, 2026 (the “ Cash Consideration” and together with the Preferred Stock Consideration, the “Purchase Price”).

In connection with the Acquisition, the Company will file with the Nevada Secretary of State a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”) (included as Annex B hereto) establishing the Series A Preferred Stock with the material terms described below under “Description of the Series A Preferred Stock.”

On August 6, 2026 the Company publicly announced the formation of the Buyer as part of the Company’s plan to expand its business beyond its logistics and emergency preparedness endeavors and enter into energy related activities. The Acquisition represents a step in the implementation of the Company’s expansion plan.

The Seller is a private company with its principal executive office located at 426 Ferndale Road South, Wayzata, MN 55391, ph. (612) 306-4647. The Seller is an oil and gas exploration and development company. The core asset of the Seller is its Focus Library, a proprietary 2D seismic and dataset spanning 1,400 plus miles of potential development prospect areas. The Seller is retaining all of its interests in its Focus Library except as it may grant limited use licenses for future exploration that the Seller may wish to grant. Michael Reger currently serves as chief executive officer of the Seller, but as described herein will become an officer of the Buyer upon closing of the Acquisition.

Prior to entering into discussions regarding the Acquisition, there were no contacts, negotiations or dealings between the Company, the Seller or any of their respective executive officers or directors.

Nasdaq Listing Requirements and the Necessity of Stockholder Approval

Pursuant to Nasdaq Listing Rule 5635(a), if an issuer intends to issue securities in connection with the acquisition of the stock or assets of another company where such issuance equals or exceeds 20% of the number of shares of common stock (or 20% of the voting power) outstanding before the issuance, the issuer generally must obtain the prior approval of its stockholders. Because the aggregate number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock issued as the Preferred Stock Consideration may equal or exceed 20% of the shares of Common Stock outstanding prior to the closing of the Acquisition, stockholder approval was required.

Nasdaq Listing Rule 5635(d) requires the prior approval of stockholders for the issuance in non-public transactions of in excess of 19.99% of listed outstanding common stock at a price per share below the Minimum Price. In connection with the Reger APA and transactions related thereto or for the financing thereof, we may deem it advisable to execute such transactions. Further, the conversion price of the Series A Preferred Stock at $2.10 per share may be below the Minimum Price.

To ensure compliance with Nasdaq Listing Rules 5635(a) and 5635(d), on August 18, 2026, the Majority Holders approved, by the Written Consent, Proposal 1-the 20% and Minimum Price Issuance Consent.

Description of the Transaction

The following is a summary of the material terms of the Reger APA. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Reger APA.

Assets Acquired. Pursuant to the Reger APA, the Buyer will initially acquire 26 land leases for Williston Basis properties with the oil and gas exploration rights appurtenant thereto together with the right to use the Seller’s proprietary seismic and prospect data base to aid in subsequent exploration efforts and, to the extent currently existing with respect to such leases, (a) all mineral interests, royalty interests, overriding royalty interests, and related rights; (b) all hydrocarbons in and under such leases; (c) all contracts, agreements and rights appurtenant to such leases, including unit agreements, processing agreements, and production sales contracts; (d) all permits and governmental authorizations related to the leases; (e) all surface fee interests, easements, and rights of way; and (f) all related records, data and electronically stored information related to the foregoing. There are no operating wells or revenue generating oil and gas activities currently being carried on at any of the properties covered by the leases to be acquired. The leases are being acquired for exploratory purposes with possible production thereon occurring no earlier than 2027.

Consideration. The aggregate consideration for the Acquisition consists solely of the Preferred Stock Consideration and the Cash Consideration which consists of 1,000 shares of Series A Preferred Stock having an aggregate stated value of $10,000,000 and $2,000,000 in cash payable on or before December 31, 2026.

Closing. The closing of the Acquisition is expected to occur on or before September 30, 2026. In the event the parties have not been able to close the Acquisition on or prior to October 31, 2026 each party has the right to terminate the Reger APA.

Post-Closing Governance. Pursuant to the Reger APA and after the Acquisition is closed, (a) within six (6) months after the closing the Buyer’s name will be changed to “Reger Energy, LLC” or such other name as the parties may agree; (b) Michael Reger, the chief executive officer of the Seller, will become the President of the Buyer and will be responsible for overall management of the Buyer following closing; and (c) Mr. Reger will be appointed by the remaining Company directors to the Company’s Board of Directors to fill an existing vacancy.

Description of the Series A Preferred Stock. In connection with the Acquisition, the Company will file the Certificate of Designation with the Nevada Secretary of State establishing the Series A Preferred Stock. The material terms of the Series A Preferred Stock are as follows:

●	Authorized Shares and Stated Value. 1,000 shares authorized; each share has a Stated Value of $10,000.
●	Ranking. The Series A Preferred Stock ranks senior to Common Stock and all other junior stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution; on a parity with any parity stock; and junior to any Senior Stock and all existing and future indebtedness.
●	Dividends. The Series A Preferred Stock bears no dividends (0% dividend rate).
●	Liquidation Preference. In the event of any liquidation, winding-up or dissolution, each holder is entitled to receive, before any payment to holders of junior stock, an amount per share equal to the Stated Value ($10,000).
●	Conversion. Each share of Series A Preferred Stock is convertible at the option of the holder into shares of Common Stock at a Conversion Price of $2.10 per share (i.e., approximately 4,761,905 shares of Common Stock per share of Series A Preferred Stock), subject to customary anti-dilution adjustments. The Series A Preferred Stock may be converted from and after the date that is six (6) months after the initial issuance date thereof.
●	Ownership Limitation. No holder may convert to the extent that, after giving effect to such conversion, such holder (together with its affiliates) would beneficially own in excess of 9.9% of the outstanding Common Stock.
●	Voting Rights. The Series A Preferred Stock has no general voting rights. However, the consent of a majority of the outstanding Series A Preferred Stock is required to: (i) authorize or create any senior stock or parity stock; or (ii) amend the Articles of Incorporation or Certificate of Designation so as to adversely affect the Series A Preferred Stock.
●	Board Representation. Holders of a majority of the Stated Value of the Series A Preferred Stock are entitled to nominate and elect two (2) members of the Board (the “Preferred Directors”).

●	Perpetual; No Redemption. The Series A Preferred Stock has no maturity date and is not redeemable at the option of the Corporation.
●	Transfers. Following conversion, holders may sell, transfer or dispose of shares of Common Stock received upon conversion subject to compliance with applicable securities laws and regulations, including Rule 144 under the Securities Act of 1933, as amended.
●	Anti-Dilution. The Conversion Price is subject to adjustment upon stock splits, stock dividends, stock combinations, distributions of rights or warrants, distributions of assets or securities, and tender or exchange offers.

Closing Conditions. The closing of the Acquisition is subject to customary conditions, including: (a) the accuracy of the Seller’s representations and warranties (subject to a Material Adverse Effect qualifier); (b) performance by the Seller of its covenants; (c) delivery of customary closing documents, including transfer instruments, assignments and bills of sale; (d) absence of litigation seeking to prevent the transactions; (e) delivery of lien releases; (f) completion of title diligence to the Buyer’s satisfaction; and (g) the approval of Proposal 1 by the Company’s stockholders. The Seller’s obligation to close is conditioned upon accuracy of the Buyer’s and the Company’s representations, performance of covenants, and delivery of the Preferred Stock Consideration.

Termination. The Reger APA may be terminated: (a) by mutual written consent; (b) by any party if the closing has not occurred on or before October 31, 2026; (c) by the Buyer or the Company if the Seller has breached any representation, warranty or covenant in any material respect that is not cured within ten (10) business days; (d) by the Buyer or the Company upon the occurrence of a Material Adverse Effect; (e) by the Buyer or the Company upon failure of defensible title to a material portion of the Assets; (f) by the Buyer or the Company if aggregate uncured title defects or environmental defect values exceed 15% of the Purchase Price or (g) casualties occur with respect to Assets valued at an amount in excess of 15% of the Purchase Price.

Representations and Warranties. The Reger APA contains customary representations and warranties of the Seller regarding, among other things, organization, authority, title to assets, compliance with laws, environmental matters, taxes, permits, material contracts, litigation, and absence of undisclosed liabilities. The Buyer and the Company make customary representations regarding organization, authority, validity of the Series A Preferred Stock, and sufficiency of authorized capital.

Indemnification. The Seller will indemnify the Buyer and the Company for losses arising from: (a) breaches of the Seller’s representations and warranties; (b) breaches of the Seller’s covenants; (c) Retained Liabilities and Non-Asset Liabilities; and (d) Pre-Effective Time Liabilities. The Seller’s indemnification for general representation breaches is subject to a deductible of 1.5% of the Purchase Price (with a de minimis threshold of $1,000 per claim) and a cap equal to the Purchase Price. Environmental indemnification obligations survive indefinitely and are not subject to the deductible or cap. General representation survival is two (2) years; fundamental representations survive indefinitely.

Regulatory Approvals

There are no approvals required from any applicable regulatory authority in order to consummate the Acquisition described herein. Stockholder approval is necessary to satisfy Nasdaq Listing Rules.

Effect of Proposal 1 on Current Stockholders

If Proposal 1 is approved and the Acquisition is consummated, the Company will issue 1,000 shares of Series A Preferred Stock to the Seller, which are convertible into approximately 4,761,905 shares of Common Stock at the initial Conversion Price of $2.10 per share (subject to the 9.9% Ownership Limitation and customary anti-dilution adjustments). Based on 5,752,368 shares of Common Stock outstanding as of the Record Date (August 17, 2026), the issuance of shares of Common Stock upon full conversion of the Series A Preferred Stock would represent approximately 45.3% dilution to existing stockholders on an as-converted, fully-diluted basis.

Interaction of the 9.9% Ownership Limitation, Board Designation Rights, and Dilution.

Stockholders should carefully consider the following aspects of the Series A Preferred Stock and their combined effect:

Ownership Limitation and Staged Conversion. The Certificate of Designation provides that no holder (together with its affiliates) may convert shares of Series A Preferred Stock to the extent that such conversion would cause the holder to beneficially own in excess of 9.9% of the shares of Common Stock outstanding immediately after giving effect to such conversion. As a result, even though the Series A Preferred Stock is convertible into approximately 4,761,905 shares of Common Stock in the aggregate, the Seller will not be able to convert all of its shares of Series A Preferred Stock at once. Instead, the Seller will only be able to convert in successive tranches, each limited so that the Seller’s beneficial ownership does not exceed 9.9% of the then-outstanding Common Stock at any given time. This means that the full dilutive effect of the Series A Preferred Stock will be realized over time, in stages, rather than immediately upon closing. As the Seller converts and sells converted shares (thereby reducing its beneficial ownership below 9.9%), the Seller may convert additional shares of Series A Preferred Stock up to the 9.9% threshold again, and this cycle may repeat until all shares of Series A Preferred Stock have been fully converted. The 9.9% Ownership Limitation does not cap the total number of shares of Common Stock that may ultimately be issued upon conversion and it only limits the pace at which conversion may occur.

Board Designation Rights Independent of Conversion. The right of the holders of a majority of the Stated Value of the Series A Preferred Stock to nominate and elect two (2) members of the Board (the “Preferred Directors”) is not contingent upon conversion of the Series A Preferred Stock into Common Stock. So long as any shares of Series A Preferred Stock remain outstanding, the holders thereof retain the right to elect two Board members, regardless of how many shares of Common Stock the holders beneficially own at any given time and regardless of whether any conversion has occurred. Accordingly, even while the 9.9% Ownership Limitation restricts the Seller’s voting power with respect to Common Stock matters submitted to a stockholder vote, the Seller will have direct Board-level representation through the Preferred Directors. The Preferred Directors will participate in all actions of the Board, including decisions regarding the Company’s operations, strategy, executive compensation, and (subject to any applicable recusal requirements) related-party transactions. These Board designation rights will terminate only when all shares of Series A Preferred Stock have been converted or otherwise retired.

Cumulative Dilutive Effect. Assuming full conversion of all 1,000 shares of Series A Preferred Stock at the initial Conversion Price of $2.10, existing holders of Common Stock would experience dilution of approximately 45.3%. Because of the 9.9% Ownership Limitation, this dilution will occur incrementally. However, stockholders should be aware that: (i) the Conversion Price is subject to anti-dilution adjustments (including for stock splits, stock dividends, and below-market issuances of rights or warrants), which could result in a lower Conversion Price and therefore a greater number of shares of Common Stock issuable upon conversion; (ii) the 9.9% Ownership Limitation is calculated based on shares outstanding at the time of each conversion, meaning that as the Company issues additional shares (including under the Plan as proposed to be amended in Proposal 2), the absolute number of shares the Seller may hold at the 9.9% threshold increases; and (iii) the Seller is not restricted from acquiring additional shares of Common Stock in the open market up to the 9.9% threshold independent of conversion, which could result in the Seller holding beneficial ownership at or near the 9.9% level on an ongoing basis while also retaining unconverted shares of Series A Preferred Stock representing additional latent dilution.

Relationship to Proposal 2. If both Proposal 1 and Proposal 2 are approved, the share reserve under the Plan will be set at 15% of the Company’s outstanding Common Stock from time to time. As shares of Series A Preferred Stock are converted into Common Stock and the Company’s total outstanding share count increases, the Plan share reserve will automatically increase proportionally. This means that the combined dilutive effect of the Acquisition (through conversion of the Series A Preferred Stock) and the Plan (through the 15% formula reserve and the Evergreen Feature) may be greater than either proposal considered in isolation.

Effective Date of Action by Written Consent

Per Rule 14c-2 under the Exchange Act, the corporate action taken by the Written Consent with respect to the 20% and Minimum Price Issuance Consent becomes effective no earlier than twenty (20) calendar days after the first mailing or delivery of this Information Statement to stockholders as of the Record Date.

Interests of Directors and Executive Officers

Our directors and executive officers have the following interests in the Reger APA and the transactions described herein: The Reger APA provides that, upon closing of the Acquisition, Michael Reger will be appointed to the Board to serve out the term of a director that previously resigned from the Board. He will also then serve as President of the Buyer. Mr. Reger’s services will be retained pursuant to an employment agreement with the Company, the terms of which have not yet been negotiated. In addition, Mr. Reger has the right nominate a replacement to fill a director vacancy, such director to serve until the expiration of the term for such seat. Moreover, under his Employment Agreement as Chief Executive Officer of the Company, dated October 15, 2024, as amended, Mr. Wayne Williams is entitled to receive 50,000 shares of Common Stock upon the closing of each acquisition after the closing of the Company’s initial public offering which occurred in 2025.

Dissenter’s Rights of Appraisal

Stockholders do not have any dissenter’s rights or appraisal rights in connection with the approval of the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock.

Capitalization

The following table sets forth our capitalization as of June 30, 2026:

●	on an actual basis; and

●	on an as adjusted basis to give effect to the Acquisition (the issuance of preferred shares pursuant to the Reger APA to acquire all of Seller’s interests in the Assets).

	As of June 30, 2026
	Actual		As Adjusted
Cash and cash equivalents	$	860,273	$	860,273
Total Debt (1)		-		2,000,000
Total stockholders’ equity (1)		681,863		10,681,863
Total capitalization	$	681,863	$	12,681,863

(1)

Represents the aggregate purchase price for the Assets consisting of (a) 1,000 shares of the Company’s Series A Perpetual Convertible Preferred Stock, par value $0.001 per share , having an aggregate stated value of $10,000,000 , to be issued in accordance with a Certificate of Designation of Preferences, Rights and Limitations to be filed with the Nevada Secretary of State, and (b) $2,000,000 in cash , payable on or before December 31, 2026.

OUTSTANDING VOTING SECURITIES

Each Common Stock share grants one vote on each matter submitted to stockholders. As of the Record Date, 5,752,368 shares of Common Stock were issued, outstanding, and eligible for action by written consent and notice of such action. The holders signing the Written Consent included (i) Mr. Wayne Williams, our Chairman, President and Chief Executive Officer, who held voting power for 2,377,468 shares of Common Stock, and (ii) Dr. David Croyle, our Chief Medical Officer, who held voting power for 789,805 shares of Common Stock, representing in the aggregate approximately 55% of the voting power of the outstanding Common Stock.

On August 18, 2026, the Majority Holders executed the Written Consent approving Proposal 1 and Proposal 2.

APPROVAL OF AMENDMENT TO THE COMPANY’S 2024 EQUITY INCENTIVE PLAN

Background and Purpose

On July 28, 2026, the Board approved, subject to stockholder approval, an amendment (the “Plan Amendment”) (see Annex C hereto) to the Callan JMB Inc. 2024 Equity Incentive Plan (as amended, the “Plan”). The Plan currently authorizes an aggregate of 1,500,000 shares of Common Stock for issuance thereunder, subject to adjustment for changes in capitalization, plus an automatic annual increase, effective as of the first day of each fiscal year commencing with the 2025 fiscal year, equal to the least of (a) 500,000 shares, (b) 4% of the total shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, or (c) such lesser number of shares as the Board determines prior to the last day of the immediately preceding fiscal year. The Plan Amendment would (a) replace the current fixed share reserve under the Plan with a formula-based reserve equal to 15% of the issued and outstanding shares of Common Stock from time to time and (b) add an annual evergreen replenishment feature (the “Evergreen Feature”), pursuant to which the share reserve under the Plan shall automatically increase on January 1 of each calendar year, commencing January 1, 2027, by such number of additional shares of Common Stock as determined by the Board in its sole discretion, without the need for further stockholder approval.

The Board believes the Plan Amendment is necessary and in the best interests of the Company and its stockholders in order to ensure that the Company has a sufficient number of shares available to attract, retain, and incentivize employees, consultants, and directors, particularly in connection with the expected growth of the Company’s workforce.

Summary of the Plan Amendment

The material changes effected by the Plan Amendment are as follows:

Share Reserve — 15% of Outstanding. The Plan Amendment replaces the current fixed share reserve with a reserve equal to 15% of the issued and outstanding shares of Common Stock at any time. As a result, the total number of shares available for issuance under the Plan will automatically adjust as the Company’s capitalization changes (including, without limitation, upon the issuance of additional shares in connection with the Acquisition). Based on 5,752,368 shares of Common Stock outstanding as of the Record Date, the share reserve under the Plan following the Plan Amendment would be approximately 862,855 shares. Following the consummation of the Acquisition and issuance of the Stock Consideration, the share reserve would be approximately 1,577,141 shares.

Evergreen Feature. In addition, the Plan Amendment provides that on January 1 of each calendar year, commencing January 1, 2027, the total number of shares available for issuance under the Plan shall automatically increase by such number of shares as the Board determines, in its sole discretion, prior to December 31 of the immediately preceding calendar year. If the Board does not affirmatively act to authorize an increase for any given year, no increase shall occur for that year. The Evergreen Feature does not require further stockholder approval in order to take effect in any given year; however, it is subject to the Board’s affirmative determination each year. The Evergreen Feature will remain in effect until the termination of the Plan.

Other Material Terms of the Plan Unaffected by the Plan Amendment.

The Plan Amendment does not alter the Plan’s purposes, eligibility provisions, or administration.

The Plan Amendment also does not alter the types of awards available under the Plan, the Plan’s share recycling, or the Plan’s change in control. The Plan will continue in effect until terminated, except that no Incentive Stock Options may be granted after ten years from the Plan’s adoption by the Board in 2024, and the Administrator may amend, alter, suspend or terminate the Plan at any time, subject to obtaining stockholder approval to the extent necessary to comply with Applicable Laws.

Interests of Directors and Executive Officers

Our directors and executive officers may be considered to have an interest in the Plan Amendment insofar as they are eligible participants in the Plan and may receive awards thereunder.

ACTIONS AUTHORIZED AND APPROVED

The actions that were taken by the Company’s Board of Directors and by its Majority Holders were the authorization and approval of (i) the 20% and Minimum Price Issuance Consent and (ii) the Plan Amendment Consent, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the Record Date by: (i) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares of common stock that such person or persons has the right to acquire within sixty (60) days of the Record Date are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares of common stock listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Callan JMB Inc., 244 Flightline Drive, Spring Branch, Texas 78070-6241.

Name	Amount and Nature of Beneficial Ownership		Percent of Class
Directors and Executive Officers
Wayne Williams(1)		2,377,468		42	%
David Croyle, M.D.(2)		789,805		13.9	%
Mark Meller		25,000		*
Liberty Duke		27,412		*
Gerald Dial		27,461		*
All Executive Officers & Directors as a Group		3,247,146		57.3	%
5% or Greater Stockholders		*		*

*Represents beneficial ownership of less than 1%.

(1) Consists of (i) 2,250,000 shares of Common Stock owned and controlled directly and 127,468 shares owned beneficially over which the holder has voting power.

(2) Consists of (i) 750,000 shares of Common Stock owned and controlled directly and 39,805 shares owned beneficially over which the holder has voting power.

Summary Compensation Table - Years Ended December 31, 2025 and 2024

The following table sets forth information concerning all cash and LLC distributions earned by or paid to our directors and executive officers.

Name and Principal Position	Year	Guaranteed Payments		Remuneration (1, 2, 3)		Bonus		Stock Awards (5, 6)		Option Awards (5) (7)		Non-Equity Incentive Compensation Awards (6)		LLC Distributions (1)		Total
Wayne Williams, CEO, President and Chairman of the Board	2025	$	-	$	541,128	$	-	$	-	$	454,000	$	-	$	-	$	995,128
	2024	$	25,000	$	453,085	$	-	$	-	$	-	$	-	$	2,496,191	$	2,974,276
David J. Croyle, M.D., Chief Medical Officer	2025	$	-	$	87,692	$	-	$	-	$	-	$	-	$	-	$	87,692
	2024	$	-	$	-	$	-	$	-	$	-	$	-	$	832,063	$	832,063
Eric Kash, Former Executive Vice President and Director (2)	2025	$	-	$	208,419	$	-	$	-	$	681,000	$	-	$	-	$	889,419
	2024	$	-	$	102,885	$	-	$	-	$	-	$	-	$	-	$	102,885
Christopher Shields, Interim Chief Financial Officer (4)	2025	$	-	$	150,236	$	-	$	-	$	-	$	-	$	-	$	150,236
	2024	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Jeffrey Applemen, Former Chief Financial Officer (3)	2025	$	-	$	57,539	$	-	$	-	$	89,775	$	-	$	-	$	147,314
	2024	$	-	$	171,739	$	-	$	-	$	-	$	-	$	-	$	171,739

(1)	Compensation calculated for the reorganization of Coldchain Technology Services, LLC, and any/all earlier compensations and proceeds received by the then members of the limited liability entity.
(2)	Prior to their employment, Mr. Kash received $17,000 for consulting services provided to the Company during and for the year ended December 31, 2024. Mr. Kash resigned from his position on June 5, 2026.
(3)	Prior to their employment, Mr. Appleman received $171,739 for consulting services provided to the Company during the year ended December 31, 2024. Mr. Appleman employment was terminated by the Company on May 13, 2025. All unvested options were forfeited upon termination.
(4)	Mr. Shields was appointed as interim CFO on December 1, 2025 until a permanent Chief Financial Officer is appointed. He is also serving as the Company’s Senior Vice President (Governmental Affairs) since April 15, 2025.
(5)	The dollar amount for stock awards and option awards is the aggregate grant date fair value of awards granted during the year computed for financial statement reporting purposes in accordance with ASC 718.
(6)	This includes stock awards containing a performance-based vesting condition, wherein the dollar amount reflects the value of the award at the grant date based on the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718
(7)	Subsequent to December 31, 2025, the Company granted 100,000 stock options subject to certain vesting conditions to its key executive in accordance with his employment agreement.

Employment Agreements

Wayne Williams, Chief Executive Officer, President, and Chairman of the Board

On October 15, 2024, (the “Effective Date”) we entered into an employment agreement (as amended as of October 24, 2024, the “CEO Agreement”) with Wayne Williams pursuant to which Mr. Williams has agreed to serve as the Chief Executive Officer of the Company. The term of the CEO Agreement (the “Term”) commenced on the Effective Date and shall continue until the second (2nd) anniversary thereof (the “Initial Term”), unless terminated earlier pursuant to the terms of the CEO Agreement; provided that, on such second (2nd) anniversary of the Effective Date and each one (1) year annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the CEO Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year (each “Renewal Term”), unless either party provides written notice of its intention not to extend the term of the CEO Agreement at least 90 days prior to the applicable Renewal Date.

For services performed by Mr. Williams under the CEO Agreement, the Company has agreed to pay Mr. Williams an annual base salary during the Initial Term of $500,000, subject to the recommendation of the Compensation Committee and approval of the Board (with Mr. Williams recusing himself from such vote) (the “Base Salary”). During the remainder of the Term, the Base Salary shall be reviewed by the Compensation Committee and/or the Board each year, and the Board may, from time to time, increase such Base Salary.

For each fiscal year of the Company during the Term, the Company shall afford Mr. Williams the opportunity to earn an incentive bonus equal to forty percent (40%) of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are achieved (which goals and payment matrices shall be set by the Compensation Committee of the Board in its discretion). Also, during the Term, Mr. Williams received 200,000 options to purchase the Company’s common stock with an exercise price equal to the price of our common stock at our initial public offering. Such options shall vest quarterly over a 24- month period starting 3 months after the closing of this offering.

In addition to the foregoing, Mr. Williams is entitled to receive the following equity awards if the specified milestones are achieved:

50,000 shares of the Company’s common stock upon the closing of each acquisition after the closing of our initial public offering;

125,000 shares of the Company’s common stock upon the Company achieving a first-time market valuation of $75 million or more;

125,000 shares of the Company’s common stock upon the Company achieving a first-time market valuation of $150 million or more;

50,000 shares of the Company’s common stock upon the Company achieving a positive EBITDA for the first time in any full calendar year; and

125,000 shares of the Company’s common stock upon the Company achieving an EBITDA of $10 million for the first time in a full calendar year.

The amount and terms of any other long-term incentive awards awarded to Mr. Williams shall be set by the Compensation Committee in its discretion.

During the Term, if (i) a Change in Control has occurred, Mr. Williams shall be paid a bonus (the “Change in Control Transaction Bonus”), in cash, equal to two (2) times the Base Salary as in effect immediately before such Change in Control. If applicable, the Change in Control Transaction Bonus shall be paid in a lump sum within fifteen (15) days after the consummation of such Change in Control and the following certification by the Board of the occurrence of such Change in Control.

“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)

A transaction or series of transactions (other than an offering of common stock to the general public through a registration statement filed by the Company with the Securities and Exchange Commission) whereby any “Person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, any benefit plan maintained by the Company or any of its subsidiaries or a “Person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13(d)(3) under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition;

(ii)

The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions:

(A)

which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the Person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such Person, the “Successor Entity”) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(B)

after which no Person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no Person or group shall be treated as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

The Agreement is automatically terminated upon the death of Mr. Williams. The Company may also terminate the Agreement due to the disability of Mr. Williams or with or without “Cause.” Mr. Williams may also terminate the Agreement with or without “Good Reason.”

“Cause” means the occurrence of one or more of the following events:

(i)

Mr. Williams’ continued refusal or failure to perform (other than by reason of disability) his material duties and responsibilities to Company if such refusal or failure is not cured within thirty (30) days following written notice of such refusal or failure by Company to Mr. Williams, or his continued refusal or failure to follow any reasonable lawful direction of the Board if such refusal or failure is not cured within thirty (30) days following written notice of such refusal or failure by Company to Mr. Williams;

(ii)

willful, grossly negligent or unlawful misconduct by Mr. Williams which causes material harm to Company or its reputation;

(iii)

the Company is directed in writing by regulatory or governmental authorities to terminate the employment of Mr. Williams or Mr. William engages in activities that: (i) are not approved or authorized by the Board, and (ii) cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Company; or

(iv)

a conviction, plea of guilty, or plea of nolo contendere by Mr. Williams, of or with respect to a criminal offense which is a felony or other crime involving dishonesty, disloyalty, fraud, embezzlement, theft, or similar action(s) (including, without limitation, acceptance of bribes, kickbacks or self-dealing), or the material breach of Mr. Williams fiduciary duties with respect to Company.

“Good Reason” means, without Mr. Williams’ express written consent: (i) a material reduction in the Base Salary, then in effect, except a material diminution generally affecting all of the members of the Company’s management, (ii) a material reduction in job title, position or responsibility, (iii) a material breach of any term or condition contained in the CEO Agreement, or (iv) a relocation of Mr. Williams’ principal worksite that is more than fifty (50) miles from Mr. Williams’ principal worksite as of the Effective Date. However, none of the foregoing events or conditions will constitute “Good Reason” unless (i) Mr. Williams provides Company with written notice of the existence of Good Reason within ninety (90) days following the occurrence thereof, (ii) Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written notice, and (iii) Mr. Williams resigns Mr. Williams’ employment within thirty (30) days following the expiration of that cure period.

If the Company terminates the CEO Agreement for Cause, Mr. Williams will receive Mr. Williams’ earned but unpaid Base Salary and unreimbursed expenses. Except as provided herein, the Company will have no further obligation to Mr. Williams upon the termination of Mr. Williams’ employment.

In the event of a termination of Mr. Williams’ employment without Cause, in addition to the Final Compensation, Mr. Williams shall receive:

(1)

continuation of the Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: (x) the Term end date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination);

(2)

if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus under the Agreement, the Bonus; and

(3)

payment of a pro-rata portion of the amount of the Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year.

If Mr. Williams terminates the CEO Agreement other than for Good Reason, Mr. Williams will receive Mr. Williams’ earned but unpaid Base Salary and unreimbursed expenses.

Christopher Shields, Interim Chief Financial Officer and Senior Vice President (Governmental Affairs)

Effective as of December 1, 2025, the Callan JMB Inc., a Nevada corporation (the “Company”) appointed Christopher Shields, the Company’s Senior Vice President (Governmental Affairs), to serve as Interim Chief Financial Officer until a permanent Chief Financial Officer is appointed. Mr. Shields, age 57, has served as the Company’s Senior Vice President (Governmental Affairs), since April 15, 2025, pursuant to the employment agreement, dated March 15, 2025 (the “Employment Agreement”).

The Company has not yet determined any changes to Mr. Shields’s compensation as a result of his appointment as Interim Chief Financial Officer, and Mr. Shields shall continue to perform his services as disclosed in the Employment Agreement in addition to the current services, at an annual base salary of (i) $230,000 for the period from January 1, 2026, through December 31, 2026 and (ii) $260,000 for the period from January 1, 2027 through December 31, 2027 (the “Base Salary”). During the remainder of the Term, the Base Salary shall be reviewed by the Compensation Committee of the Board of Directors of the Company (the “Board”) and/or the Board each year, and the Board may, from time to time, increase such Base Salary. The Company also affords Mr. Shields the opportunity to earn an incentive bonus equal to thirty percent (30%) of the Base Salary for such fiscal year, payable to the extent the applicable performance goals are achieved (which goals and payment matrices set by the Compensation Committee of the Board in its discretion). Also, Mr. Shields received 100,000 options to purchase the Company’s common stock. Such options vest quarterly over a 24- month period starting 3 months from the effective date of the Employment Agreement.

David J. Croyle, M.D., Chief Medical Officer

On October 1, 2024, we entered into an employment agreement (as amended on October 24, 2024, the “CMO Agreement”) with Dr. David Croyle pursuant to which Dr. Croyle has agreed to serve as the Chief Medical Officer of the Company. The term of the CMO Agreement (the “Term”) commenced on the closing of our initial public offering and is to continue until the second (2nd) anniversary thereof (the “Initial Term”), unless terminated earlier pursuant to the terms of the CMO Agreement; provided that, on such second (2nd) anniversary of the Effective Date and each one (1) year annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the CMO Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year (each “Renewal Term”), unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days prior to the applicable Renewal Date.

For services performed by Dr. Croyle under the CMO Agreement, the Company has agreed to pay Dr. Croyle an annual base salary of (i) $100,000 for the period from the closing of our initial public offering through December 31, 2025, (ii) $130,000 for the period from January 1, 2026, through December 31, 2026, and (iii) $160,000 for the period from January 1, 2027 through December 31, 2027 (the “Base Salary”). During the remainder of the Term, the Base Salary shall be reviewed by the Compensation Committee and/or the Board each year, and the Board may, from time to time, increase such Base Salary.

For each fiscal year of the Company during the Term, the Company shall afford Dr. Croyle the opportunity to earn an incentive bonus equal to thirty percent (30%) of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are achieved (which goals and payment matrices shall be set by the Compensation Committee of the Board in its discretion). The amount and terms of any other long-term incentive awards awarded to Dr. Croyle shall be set by the Compensation Committee in its discretion.

During the Term, if a Change in Control occurs, and on, or at any time during the 24-month period following such Change in Control (i) the Company terminates Dr. Croyle’s employment for any reason other than Cause or disability or (ii) Dr. Croyle terminates his employment for Good Reason, Dr. Croyle will be entitled to receive as a severance payment an amount equal to two times the sum of his then effective Base Salary and full bonus calculated as if all performance goals had been achieved.

The terms “Change in Control”, “Cause” and “Good Reason” have the same meanings as described above in the summary of Mr. Williams employment agreement. Terms otherwise relating to the termination of Dr. Croyle’s employment are substantially the same as those described in the summary of Mr. William’s employment agreement.

Michael Reger- Potential - Company Director and President of Callan Energy

Mr. Reger is 50 years old and has extensive experience in the energy industry. He was a founder of Northern Oil and Gas, Inc. (NYSE:NOG) and served as its Chairman, Chief Executive Officer and President from 2006 through August, 2019. Mr. Reger has served as Chairman Emeritus of Northern Oil since 2019. He founded the Seller in June 2026 and has been its chief executive officer since then. Mr. Reger holds a Bachelor of Arts and an MBA from the University of St. Thomas in St. Paul, Minnesota. Given his extensive experience in the oil and gas industry the Company believes him to be eminently qualified to join the Board and join the Company as Co-Chief Executve Officer with the primary responsibility of managing the Company’s energy business.

The Company and Mr. Reger will enter into an employment agreement, but the terms of that agreement have not yet been negotiated. Once such an agreement is finalized it will filed as an Exhibit to a Company report on Form 8-K.

Mr. Reger does not own directly or beneficially any equity securities of the Company.

Equity Compensation

Our executive officers may be granted options or other equity awards under our 2024 Equity Incentive Plans to purchase shares of our common stock from time to time as approved by our board of directors.

Employee Benefits and Perquisites

Our executive officers are entitled to reimbursement for all expenses reasonably incurred in connection with the performance of their duties as executive officers of the Company.

Retirement Plans

We have not maintained, and do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan or other retirement benefits.

Equity-Based Incentive Awards

The following table lists outstanding equity awards held by our NEOs as of December 31, 2025.

	Option Awards							Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options # Exercisable	Number of Securities Underlying Unexercised Options # Unexercisable			Options Exercise Price ($)	Options Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights that Have not Vested (#)		Equity Inventive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($)
Wayne Williams	2/5/2025	75,000	125,000		$	4.00	2/5/2035
	2/5/2025							250,000	$	8,875	225,000	$	-
Eric Kash (1)	2/5/2025	112,500	187,500		$	4.00	2/5/2035
Jeffrey Appleman	2/5/2025	37,500	(2	)	$	4.00	2/5/2035

	(1)	Mr. Kash resigned from his position on June 5, 2026.
	(2)	Mr. Appleman’s employment was terminated by the Company on May 13, 2025.

We had no outstanding equity awards as of the year ended December 31, 2024.

Equity Benefit Plans

The principal features of our equity plans are summarized below. These summaries are qualified in their entirety by reference to the actual text of the plans.

On October 25, 2024, our Board and our stockholders approved our Callan JMB Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan governs equity awards to our employees, directors, officers, consultants, and other eligible participants. Initially, the maximum number of shares of our common stock that may be subject to awards under the 2024 Plan is 1,500,000. The maximum number of shares that are subject to awards under the 2024 is subject to an annual increase equal to the lesser of (i) 500,000 shares of our common stock; (ii) a number of shares of our common stock equal to 4% of the prior year’s maximum number or (iii) such number of shares of our common stock as determined by the 2024 Plan administrator. The 2024 Plan became effective with the completion of our initial public offering.

The purpose of the 2024 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company’s business. The administrator of the 2024 Plan may, in its sole discretion, amend, alter, suspend or terminate the 2024 Plan, or any part thereof, at any time and for any reason. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with legal and regulatory requirements relating to the administration of equity-based awards. Unless earlier terminated by the administrator, the 2024 Plan will terminate ten years from the date it is adopted by our Board.

Authorized Shares

Initially, the maximum number of shares of our common stock that may be subject to awards under the 2024 Plan is 1,500,000. The maximum number of shares that are subject to awards under the 2024 Plan is subject to an annual increase equal to the lesser of (i) 500,000 shares of our common stock; (ii) a number of shares of our common stock equal to 4% of the prior year’s maximum number or (iii) such number of shares of our common stock as determined by the 2024 Plan administrator.

Additionally, if any award issued pursuant to the 2024 Plan expires or becomes un-exercisable without having been exercised in full, is surrendered pursuant to an exchange program, as provided in the 2024 Plan, or, with respect to restricted stock, restricted stock units (“RSUs”), performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the 2024 Plan (unless the 2024 Plan has terminated). With respect to stock appreciation rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2024 Plan; all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2024 Plan (unless the 2024 Plan has terminated). Shares that have actually been issued under the 2024 Plan under any award will not be returned to the 2024 Plan and will not become available for future distribution under the 2024 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such shares will become available for future grant under the 2024 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2024 Plan. To the extent an award under the 2024 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2024 Plan. Notwithstanding the foregoing and, subject to adjustment as provided in the 2024 Plan, the maximum number of shares that may be issued upon the exercise of incentive stock options will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the Code and regulations promulgated thereunder, any shares that become available for issuance under the 2024 Plan in accordance with the foregoing.

Plan Administration

One or more committees appointed by our Board will administer the 2024 Plan. Initially, the Compensation Committee shall administer the 2024 Plan. In addition, if the Company determines it is desirable to qualify transactions under the 2024 Plan as exempt under Rule 16b-3 of the Exchange Act, such transactions will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the 2024 Plan, the administrator has the power to administer the 2024 Plan and make all determinations deemed necessary or advisable for administering the 2024 Plan, including the power to determine the fair market value of the Company’s common stock, select the service providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for use under the 2024 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award or the shares relating thereto), construe and interpret the terms of the 2024 Plan and awards granted under it, prescribe, amend and rescind rules relating to the 2024 Plan, rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non-U.S. laws, easing the administration of the 2024 Plan and/or for qualifying for favorable tax treatment under applicable non-U.S. laws, in each case as the administrator may deem necessary or advisable and modify or amend each award (subject to the provisions of the 2024 Plan), including the discretionary authority to extend the post-termination exercisability period of awards and to extend the maximum term of an option or stock appreciation right (subject to the provisions of the 2024 Plan), to allow participants to satisfy withholding tax obligations in a manner permissible under the 2024 Plan, to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an award previously granted by the administrator and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type or cash, or by which the exercise price of an outstanding award is increased or reduced. The administrator’s decisions, interpretations and other actions are final and binding on all participants.

Eligibility

Awards under the 2024 Plan, other than incentive stock options, may be granted to employees (including officers and directors) of the Company or a parent or subsidiary, members of our Board, or consultants engaged to render bona fide services to the Company or a parent or subsidiary. Incentive stock options may be granted only to employees of the Company or a subsidiary, provided the services (a) are not in connection with the offer or sale of securities in a capital-raising transaction, and (b) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.

Stock Options

Stock options may be granted under the 2024 Plan. The exercise price of options granted under the 2024 Plan generally must at least be equal to the fair market value of the Company’s common stock on the date of grant. The term of each option will be as stated in the applicable award agreement; provided, however, that the term may be no more than 10 years from the date of grant. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director, or consultant, they may exercise their option for the period of time stated in their option agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the option will remain exercisable for six months. In all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service. An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2024 Plan, the administrator determines the other terms of options.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2024 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company’s common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of the service of an employee, director or consultant, they may exercise their stock appreciation right for the period of time stated in their stock appreciation right agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for six months. In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of the 2024 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company’s common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Restricted Stock

Restricted stock may be granted under the 2024 Plan. Restricted stock awards are grants of shares of the Company’s common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director, or consultant and, subject to the provisions of the 2024 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to the Company’s right of repurchase or forfeiture.

Restricted Stock Units

RSUs may be granted under the 2024 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of the Company’s common stock. Subject to the provisions of the 2024 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may pay earned RSUs in the form of cash, in shares of the Company’s common stock or in some combination thereof. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

Performance Awards

Performance awards may be granted under the 2024 Plan. Performance awards are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will set objectives or vesting provisions, that, depending on the extent to which they are met, will determine the value of the payout for the performance awards. The administrator may set vesting criteria based on the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the administrator in its discretion. Each performance award’s threshold, target, and maximum payout values are established by the administrator on or before the grant date. After the grant of a performance award, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance award. The administrator, in its sole discretion, may pay earned performance awards in the form of cash, in shares, or in some combination thereof.

Non-Employee Directors

The 2024 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2024 Plan. The 2024 Plan includes a maximum limit of $100,000 of equity awards that may be granted to a non-employee director in any fiscal year, increased to $200,000 in connection with his or her initial service. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP). Any equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company’s non-employee directors.

Non-transferability of Awards

Unless the administrator provides otherwise, the 2024 Plan generally does not allow for the transfer of awards other than by will or by the laws of descent and distribution and only the recipient of an award may exercise an award during their lifetime. If the administrator makes an award transferable, such award will contain such additional terms and conditions as the administrator deems appropriate.

Certain Adjustments

In the event of certain changes in the Company’s capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2024 Plan, the administrator will adjust the number and class of shares that may be delivered under the 2024 Plan or the number, and price of shares covered by each outstanding award and the numerical share limits set forth in the 2024 Plan.

Dissolution or Liquidation

In the event of the Company’s proposed liquidation or dissolution, the administrator will notify participants as soon as practicable, and all awards will terminate immediately prior to the consummation of such proposed transaction.

Merger or Change in Control

The 2024 Plan provides that in the event of the Company’s merger with or into another corporation or entity or a “change in control” (as defined in the 2024 Plan), each outstanding award will be treated as the administrator determines, including, without limitation, that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control; (iii) outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse, in whole or in part, prior to or upon consummation of such merger or change in control and, to the extent the administrator determines, terminate upon or immediately prior to the effectiveness of such merger or change in control; (iv) (A) the termination of an award in exchange for an amount of cash or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by the Company without payment) or (B) the replacement of such award with other rights or property selected by the administrator in its sole discretion; or (v) any combination of the foregoing. The administrator will not be obligated to treat all awards, all awards a participant holds, or all awards of the same type, similarly. In the event that awards (or portion thereof) are not assumed or substituted for in the event of a merger or change in control, the participant will fully vest in and have the right to exercise all of their outstanding options and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock and RSUs or performance awards will lapse and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and the Company or any of the Company’s subsidiaries or parents, as applicable. If an option or stock appreciation right is not assumed or substituted in the event of a merger or change in control, the administrator will notify the participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion and the vested option or stock appreciation right will terminate upon the expiration of such period.

For awards granted to an outside director, the outside director will fully vest in and have the right to exercise options and/or stock appreciation rights as to all of the shares underlying such award, including those shares which would not be vested or exercisable, all restrictions on restricted stock and RSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and the Company or any of its subsidiaries or parents, as applicable.

Clawback

Awards will be subject to any Company clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. The administrator also may specify in an award agreement that the participant’s rights, payments, or benefits with respect to an award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events. The administrator may require a participant to forfeit, return or reimburse the Company all or a portion of the award or shares issued under the award, any amounts paid under the award and any payments or proceeds paid or provided upon disposition of the shares issued under the award in order to comply with such clawback policy or applicable laws.

Amendment and Termination

The administrator has the authority to amend, suspend or terminate the 2024 Plan provided such action does not impair the existing rights of any participant. The 2024 Plan automatically will terminate on October 25, 2034, unless it is terminated sooner.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is ClearTrust, LLC with its business address at 16540 Point Village Drive, Lutz, Florida 33558.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. The Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to

Callan JMB Inc.

244 Flightline Drive. Spring Branch, Texas 78070-6241

Telephone: (830) 438-0395

If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.

The entire cost of furnishing this Information Statement will be borne by the Company. The Company may request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of Common Stock held of record by them.

INCORPORATION BY REFERENCE

We are permitted to incorporate by reference certain information into this Information Statement. This means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered part of this Information Statement. We hereby incorporate by reference our Annual Reports on Form 10-K for the fiscal years ended December 31, 2025 and December 31, 2024, filed with the SEC, respectively, on March 31, 2026 and March 28, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026. The Company will furnish any such report to a stockholder that requests any thereof.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement contains statements not purely historical and which may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding our expectations, beliefs, future plans and strategies, anticipated events or trends concerning matters that are not historical facts or that necessarily depend upon future events. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions. This Information Statement contains, among others, forward-looking statements based upon current expectations that involve numerous risks and uncertainties, including those described in our Annual Report on Form 10-K and in our other public filings.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risks and uncertainties and that actual results may differ materially from those possible results discussed in the forward-looking statements as a result of various factors.

Do not place undue reliance on such forward-looking statements as they speak only as of the date they are made. Except as required by law, we assume no obligation to publicly update or revise any forward-looking statement even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file annual, quarterly, and special reports, proxy statements, and other information with the SEC. Our SEC filings are available to you on the SEC’s website at www.sec.gov. Documents we have filed with the SEC are also available on our website through the investors link at https://www.callanjmb.com. Information contained on our website does not constitute a part of this information statement and is not incorporated by reference herein.

CONCLUSION

Any person, including any beneficial owner, to whom this Information Statement is delivered may request copies of reports, proxy statements or other information concerning us, without charge, as described above.

You should rely only on information contained in or referenced in this information statement. No persons have been authorized to give any information or to make any representations other than those contained in this information statement and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person.

THIS INFORMATION STATEMENT IS DATED SEPTEMBER __, 2026. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS INFORMATION STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

This Information Statement is first being mailed or furnished to stockholders on or about September __, 2026. The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of the Common Stock.

This Information Statement is provided to the stockholders only for information purposes in connection with the Certificate of Amendment, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.

	By Order of the Board of Directors:

Dated: September , 2026	Callan JMB Inc.

		/s/ Wayne Williams
	Name:	Wayne Williams
	Title:	Chief Executive Officer, President, and Chairman of the Board

ANNEX A

ASSET PURCHASE AND SALE AGREEMENT

BY AND AMONG

REGER OIL, INC.

AS SELLER,

CALLAN POWER LLC

AS BUYER, and

CALLAN JMB INC.

EXHIBITS

Exhibit A — Assets

Exhibit B — Form of Series A Perpetual Convertible Preferred Stock Certificate of Designation of Preferences, Rights and Limitations

SCHEDULES

2.1(a)-1 (Leases)

2.1(a)-2 (Wells)

2.1(a)-3 (DSUs)

2.1(c) (Contracts)

2.1(h) (Records)

2.2 (Excluded Assets)

2.3 (Retained Liabilities)

3.2 (Allocation)

8.4 (Authorization for Expenditures)

8.5 (Contractual Restrictions)

8.6 (Litigation)

8.7 (Permits)

8.8 (Taxes)

8.9 (Environmental Matters)

8.10 (Preferential Purchase Rights)

8.11 (Material Contracts)

8.14 (Compliance with Laws)

8.16 (Certain Financial Obligations)

8.17 (Inactive Wells)

8.20 (Consents)

8.22 (Insurance)

10.1 (Maintenance of Assets)

ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (this “Agreement”) is entered into as of this 19th day of August, 2026, by and among REGER OIL, INC., a Nevada corporation (“Seller”), CALLAN POWER LLC, a Nevada limited liability company (“Buyer” or the “Company”), or its designated subsidiary, and CALLAN JMB INC., a Nevada corporation (“Callan”). Buyer, Callan and Seller are together referred to herein as the “Parties” and sometimes individually referred to as a “Party.”

RECITALS:

Seller is the owner of a one hundred percent (100%) interest in certain leases, hydrocarbons in place, equipment, contracts, surface rights, and related records constituting Seller’s Williston Basin oil and gas portfolio, as more particularly described in Exhibit A hereto (collectively, the “Assets”).

B.	Seller desires to sell, transfer, convey and assign to Buyer all of Seller’s right, title and interest in and to the Assets, and Buyer desires to purchase and acquire such Assets from Seller, on the terms and conditions set forth herein.

As partial consideration for the Assets, Callan, Buyer’s parent and sole member, shall cause to be issued to Seller shares of the Callan’s Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), having an aggregate stated value of Ten Million Dollars ($10,000,000) and the preferences, rights and limitations set forth in the Certificate of Designation of Preferences, Rights and Limitations attached hereto as Exhibit B (the “Certificate of Designation”)

D.	The Parties intend that this transaction constitute an asset purchase pursuant to a definitive purchase and sale agreement and is not a business acquisition for purposes of Regulation S-X promulgated by the U.S. Securities and Exchange Commission.

Now, therefore, in consideration of the mutual agreements contained in this Agreement, Buyer and Seller agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere herein, the following terms have the meanings ascribed to them below when used herein with initial capital letters:

(a) “Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, another Person. The term “control” and its derivatives with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “Asset Tax” means (i) any state or local personal or real property Tax relating to any portion of the Assets; and (ii) any state or local Tax that is based on or measured by the production of Hydrocarbons from the Assets or the receipt of proceeds therefrom, including any sales, use, value added, excise, severance, and ad valorem Taxes (but excluding any income Taxes, and any franchise, employment, labor, unemployment, or similar Tax).

(c) “Assignments and Bills of Sale” means the Assignments and Bills of Sale, in such form(s) as the Parties reasonably agree (which form(s) shall be consistent with this Agreement and shall contain no warranty of title other than the special warranty of Defensible Title by, through and under Seller contemplated by Section 6.2(a)), effecting the sale, transfer, conveyance and assignment of the Assets to Buyer.

(d) “Bodily Injury Claims” means Claims, Losses, Proceedings and Liabilities for physical injury to, or illness or death of, natural persons.

(e) “Buyer Environmental Liabilities” means any and all Claims, Losses, and Liabilities (including any damage to, or destruction or loss or diminution in value of any property, and any costs and expenses for the modification, repair, or replacement of any facilities on the lands covered by the Leases), other than Retained Environmental Liabilities, arising out of or relating to the Assets, the condition, ownership, maintenance, or use of the Assets, or operations on or with respect to the Assets, by any Person, whether before, on, or after the Effective Date, to the extent: (i) arising under any past, present, or future Environmental Law or any Permit issued under any past, present, or future Environmental Law or other Law, including any violation, breach, or noncompliance with any Environmental Law or with any such Permit; (ii) arising out of or relating to the assessment, clean-up, removal, or other remediation of any Hazardous Material or other waste or materials of any kind that are subject to regulation under any Environmental Law; or (iii) arising out of or relating to any Release of Hazardous Materials or other contamination or pollution of the Environment.

(f) “Buyer Liabilities” means all Claims, Losses, Proceedings and Liabilities (known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due) to the extent with regard to, in respect of, arising out of or attributable to the Assets, including those relating to the condition, ownership, maintenance, or use of the Assets, or operations on or with respect to the Assets, arising or accruing after the Closing Date (including executory obligations under the Leases and other applicable Assets), but excluding in all cases (i) the Retained Liabilities and (ii) the Non-Asset Liabilities.

(g) “Certificate of Non-Foreign Status” means a FIRPTA certificate executed and delivered by Seller at the Closing.

(h) “Claim” means any notice, claim, demand, allegation, cause of action, chose in action, or other communication alleging or asserting Liability or seeking contribution, indemnification, cost recovery, or compensation for Losses or injunctive or other equitable relief.

(i) “Code” means the Internal Revenue Code of 1986, as amended.

(j) “DSU” means the proposed, established or hypothetical drilling, spacing or pooled units designated on Schedule 2.1(a)-3 formed by combining the Leases or portions thereof that include the lands described therein containing the Wells described in Schedule 2.1(a)-2.

(k) “Effective Date” means the date of the execution and delivery of this Agreement by the parties hereto.

(l) “Employee Benefit Plan” means an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act (ERISA), and any other bonus, incentive compensation, deferred compensation, profit-sharing, stock-option, stock-appreciation right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change in control, supplemental unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit, or welfare plan, and any other employee compensation or benefit plan, contract (including any collective bargaining agreement), policy, practice, commitment or understanding (whether qualified or non-qualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto.

(m) “Environment” means soil, land surface, or subsurface strata, surface waters, groundwaters, stream sediments, ambient and other air, atmosphere, plant and animal life, or other environmental medium or natural resource.

(n) “Environmental Laws” means any Law in effect as of the date of this Agreement relating to: (i) protection of human health or the Environment; (ii) Liability for or costs of Remediation or prevention of Releases of Hazardous Materials; (iii) Liability for or costs of any other actual or future threat to human health or the Environment; or (iv) any wrongful death, personal injury, or property damage that is caused by or related to the generation, handling, treatment, storage, disposal, transportation, exposure to, or the presence of a Hazardous Material, including the Comprehensive Environmental Response, Compensation and Liability Act, the Emergency Planning and Community Right to Know Act, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Solid Waste Disposal Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Safe Drinking Water Act, the Occupational Safety and Health Act, the Federal Water Pollution Control Act, the Oil Pollution Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Endangered Species Act, the National Environmental Policy Act, any analogous state or local laws, and all regulations promulgated pursuant to any of the foregoing.

(o) [Intentionally Omitted]

(p) “Governmental Authority” means any federal, state, local, tribal, or foreign government, court of competent jurisdiction, administrative or regulatory body, agency, bureau, commission, governing body of any national securities exchange, or other governmental authority or instrumentality in any domestic or foreign jurisdiction, and any appropriate division of any of the foregoing.

(q) “Hazardous Material” means any: (i) petroleum, waste oil, crude oil, asbestos, urea formaldehyde, or polychlorinated biphenyl; (ii) waste, gas, or other substance or material that is explosive or radioactive; (iii) “hazardous substance,” “pollutant,” “contaminant,” “solid waste,” “hazardous waste,” “regulated substance,” “hazardous chemical,” or “toxic chemical” as designated, listed, or defined (whether expressly or by reference) in any statute, regulation, Environmental Law, or other Law (including the Comprehensive Environmental Response, Compensation and Liability Act and any other so called “superfund” or “superlien” Law and the respective regulations promulgated thereunder); (iv) other substance or material (regardless of physical form) that is subject to regulation under any Environmental Law or other Law that regulates or establishes standards of conduct in connection with, or that otherwise relates to, the protection of human health, plant life, animal life, natural resources, property, or the enjoyment of life or property from the presence in the Environment of any solid, liquid, gas, odor, noise, or form of energy; or (v) compound, mixture, solution, product, or other substance or material that contains any substance or material referred to in clause (i), (ii), (iii), or (iv) above.

(r) “Hydrocarbons” means crude oil, natural gas, casinghead gas, condensate, sulphur, natural gas liquids, plant products, and other liquid or gaseous hydrocarbons produced in association with the foregoing, including coalbed methane and gas and CO².

(s) [Intentionally Omitted].

(t) “Knowledge of Seller” means the actual conscious awareness of Michael Reger.

(y) “Law” means any federal, state, local, municipal, foreign, tribal, or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, proclamation, treaty, convention, rule, regulation, or decree, whether legislative, municipal, administrative, or judicial in nature, enacted, adopted, passed, promulgated, made, or put into effect by or under the authority of any Governmental Authority (including Environmental Laws).

(z) “Liability” means, with respect to any Person, any indebtedness or other liability or obligation of such Person of any kind, nature, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, in contract, tort, strict liability, or otherwise, including all costs and expenses relating to the foregoing.

(aa) “Loss” means, subject to Section 16.15, any actual loss, damage, injury, Liability, fine, sanction, penalty, Tax, charge, fee, cost (including costs incurred in settlement of any Proceeding), or expense (including any legal fees, expert fees, accounting fees, or advisory fees) of any kind or character.

(bb) “Material Adverse Effect” means any change, effect or circumstance that, individually or when taken together with all other such changes, effects or circumstances that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, has resulted in or is reasonably likely to result in a material adverse effect on the value, ownership or operation of the Assets, taken as a whole and as currently valued and owned as of the date of the Effective Date; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, in and of itself, arising out of or attributable to: (i) general economic conditions, political conditions or conditions generally affecting the industry in which Seller operates; (ii) any changes in financial, banking, securities or commodities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iii) acts of war (whether or not declared), armed hostilities or terrorism upon the United States, or the escalation or worsening thereof; (iv) any action expressly required by this Agreement or any action taken (or omitted to be taken) at the request or consent of Buyer; (v) any changes in applicable Laws or accounting rules, including GAAP, or the enforcement, implementation or interpretation of such Laws or rules; (vi) any natural or man-made disaster or acts of God; (vii) any failure by Seller to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); (viii) the announcement or other disclosure of the transactions to be consummated under, or as referenced in, this Agreement; or (ix) changes to the credit markets in general, including changes in interest rates or the availability of financing.

(cc) “Material Contract” means any Contract: (i) that can reasonably be expected to result in aggregate payments or aggregate revenues of more than $500,000.00 during the current or any subsequent calendar year or $500,000.00 in the aggregate (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues); (ii) that is an indenture, mortgage, deed of trust, UCC financing statement, loan, financing, indebtedness, credit or sale-leaseback or similar Contract that creates a lien on all or any portion of the Assets; (iii) that constitutes a lease under which Seller is the lessor or the lessee of real or personal property which lease cannot be terminated by Seller without penalty upon sixty (60) days or less notice; (iv) that is an operating agreement, a farmout agreement, participation agreement, exploration agreement, development agreement, joint venture agreement, unitization agreement, pooling agreement, injection, repressuring or recycling agreement or other similar Contract; (v) that contains a call on production; (vi) between Seller and any Affiliate of Seller that will not be terminated prior to Closing; (vii) that contains or constitutes an existing area of mutual interest agreement or an agreement to enter into an area of mutual interest agreement in the future; or (viii) that includes non-competition restrictions or other similar restrictions on doing business; provided, further, that any event, occurrence, fact, condition or change referred to in clauses (i), (ii), (iii), (vi), or (ix) above shall be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably likely to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Assets relative to other participants in the oil and gas industry in the Williston Basin.

(dd) “Non-Asset Liabilities” means all Claims, Losses, Proceedings and Liabilities (known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due) only to the extent (i) not materially related to the condition, ownership, operation, maintenance, or use of the Assets or (ii) with regard to, in respect of, arising out of or attributable to (A) the Excluded Assets and any other assets of Seller or any of its Affiliates not included in the Assets; (B) current or former employees of Seller or its Affiliates including those related to Employee Benefit Plans; (C) ownership, operation, management, financing, or operation of Seller or any of its Affiliates; (D) the officers, directors, shareholders and other holders of rights or options in and to Seller or any of its Affiliates whether equity or debt; (E) Taxes of Seller or any of its Affiliates other than Asset Taxes; (F) violations of federal or state securities Laws and blue sky Laws by Seller or its Affiliates or any other claims relating to Seller’s securities; (G) bankruptcy of Seller or any of its Affiliates; (H) fraudulent transfers relating to the Assets or any other assets of Seller or its Affiliates; (I) any obligation or liability of Seller or any of its Affiliates to the extent not relating to the Assets; (J) actual (and not constructive) fraud by Seller or any of its Affiliates relating to claims made by a third party; (K) contracts and agreements other than the Leases and Contracts; or (L) any other Claims, Losses, Proceedings and Liabilities to the extent not related to the condition, ownership, operation, maintenance, or use of the Assets, or operations on or with respect to the Assets.

(ee) “Order” means any order, judgment, injunction, edict, decree, ruling, assessment, stipulation, pronouncement, determination, decision, opinion, verdict, sentence, subpoena, writ or award issued, made, entered, rendered, or otherwise put into effect by or under the authority of any court or other Governmental Authority or any arbitrator or arbitration panel.

(ff) “Permit” means any permit, license, certificate of authority, franchise, concession, registration, or similar qualification or authorization issued, granted, or given by or under the authority of any Governmental Authority.

(gg) “Permitted Encumbrances” means any one or more of the following described below or created or described in documents described below:

(i) The terms and conditions of the Leases and any lessors’ royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and similar burdens in favor of Seller or a third party if the net cumulative effect of such terms, conditions and burdens (A) does not reduce the interest of Seller with respect to all Hydrocarbons produced from any Well or DSU and (B) is not reasonably expected to have a material effect on the exploration, development and production of the Assets;

(ii) All operating agreements, unit agreements, unit operating agreements, pooling agreements, pooling designations, if any, and Contracts (other than an indenture, mortgage, deed of trust, UCC financing statement, loan, financing, indebtedness, credit or sale-leaseback or similar Contract that creates a lien on all or any portion of the Assets) to the extent that such agreements (A) do not reduce the interest of Seller with respect to all Hydrocarbons produced from any Well and (B) individually, are not reasonably expected to have a material effect on the exploration, development and production of the Assets;

(iii) All Orders and Permits to the extent the same (A) do not reduce the interest of Seller with respect to all Hydrocarbons produced from any Well or DSU, and (B) individually, are not reasonably expected to have a Material Adverse Effect on the exploration and development of the Asset;

(iv) Division orders and production sales contracts terminable without penalty upon no more than sixty (60) days’ notice to the purchaser;

(v) The Preferential Rights set forth on Schedule 8.10, and the Consents set forth on Schedule 8.20;

(vi) Materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for obligations that are not delinquent;

(vii) All rights to consent by, required notices to, filings with, or other actions by any Governmental Authority in connection with the sale or conveyance of oil and gas leases or interests therein;

(viii) Easements, rights-of-way, servitudes, Permits, surface leases and other rights in respect of surface operations that do not materially interfere with the oil and gas operations currently conducted on any Lease;

(ix) Liens arising under the Leases, operating agreements, unitization and pooling agreements and production sales contracts securing amounts not yet due or delinquent;

(x) Conventional rights of reassignment prior to release or surrender requiring notice to the holders of the rights;

(xi) Rights and interests of owners of any oil and gas interests in formations, strata, horizons, or depths other than those covered by the Leases;

(xii) Failure to record Leases issued by any Governmental Authority, or any assignments and transfers of such Leases, in the real property, conveyance, or other records of the county in which such Leases are located, provided that all subsequent instruments evidencing Seller’s chain of title to such Leases are recorded with the Governmental Authority that issued any such Lease and such failure to record is in compliance and not inconsistent with the rules and regulations of the Governmental Authority issuing such Lease;

(xiii) Defects based on or arising out of the failure of a Lease to hold a specified number of net acres after the primary term of such Lease expires after the Closing Date due to a retained acreage or partial termination provision, or any similar provision in the Lease providing that the Lease will terminate except for a limited number of acres around each producing well;

(xiv) Lack of division orders for any Lease or Well, or failure to obtain waivers of maintenance of uniform interest or similar provisions in operating agreements burdening assignments in Seller’s chain of title to the Lease unless there is a pending unresolved claim from a third party with respect to the failure to obtain such waiver;

(xv) Liens and encumbrances for current period Asset Taxes;

(xvii) Any defects or irregularities which are based solely on a lack of information in Seller’s files, references to any document if a copy of such document is not in Seller’s files or of record, or the inability to locate an unrecorded instrument of which Buyer has constructive or inquiry notice by virtue of a reference to such unrecorded instrument in a recorded instrument, or a reference to an additional unrecorded instrument in such unrecorded instrument, if no claim has been made under such unrecorded instrument within the last twenty-five (25) years; and

(xviii) Except for purposes of Seller’s special warranty of Defensible Title in the Assignments and Bills of Sale, such other defects or irregularities of title or encumbrances as Buyer may have waived.

(hh) “Permitted Title Irregularities” means the following minor defects in record title to the Assets; (i) any defect arising solely out of lack of survey or lack of metes and bounds descriptions, unless a survey or metes and bounds description is expressly required by applicable Law or is required for an adequate legal description; (ii) any defect in the chain of the title consisting of the failure to recite marital status in a document or omissions of succession or heirship proceedings, unless affirmative evidence shows that such failure or omission results in another party’s actual and superior claim of title to the Assets; (iii) any defect arising out of lack of corporate or entity authorization, unless affirmative evidence shows that such corporate or entity action was not authorized and results in another party’s actual and superior claim of title to the Assets; (iv) any defect arising by the failure to obtain verification of identity of people in a class, heirship, or intestate succession, unless affirmative evidence shows that such failure results in another party’s actual and superior claim of title to the Assets; (v) any defect arising out of or related to any tax sale or sheriff sale, including any failures or deficiencies of notice that occurred or were conducted more than twenty-five (25) years prior to the execution of this Agreement or for which no proceeding or cause of action is pending with any Governmental Authority where a third party has asserted a superior claim of title to the Assets; (vi) any lien, obligation, burden, or defect that has been cured by possession, passage of time or the applicable statute of limitations; (vii) any gap in the chain of title, unless such gap is confirmed by an abstract of title, title opinion, or landman’s title chain or runsheet; (viii) any lien, obligation, burden, or defect arising from expired oil and gas leases relating to the Lands that are not surrendered or released of record, unless an abstract of title, title opinion, or landman’s title chain or runsheet reflects a competing chain of title claimed by a third party; (ix) any lien, obligation, burden, or defect that affects only which Person has the right to receive royalty payment or payments from the proceeds of production and that does not affect the validity of the underlying Asset; or (x) the absence of any lease amendment, consent or ratification by any royalty interest or mineral interest holder authorizing the pooling of any leasehold interest, royalty interest, or mineral interest.

(ii) “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(jj) [Intentionally Omitted]

(kk) [Intentionally Omitted]

(ll) “Proceeding” means any action, proceeding, litigation, suit, or arbitration (whether civil, criminal, administrative, or judicial in nature) commenced, brought, conducted, or heard before any Governmental Authority, arbitrator or arbitration panel.

(mm) “Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching, or migration on or into the Environment.

(nn) “Representative” means, with respect to either Party, any director, officer, manager, employee, agent, consultant, advisor, or other representative of such Party, including legal counsel, accountants, lenders and financial advisors.

(oo) “Retained Environmental Liabilities” means all Claims, Losses, Proceeding and Liabilities (known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due) with regard to, in respect of, arising out of or attributable to (i) any fines or penalties under Environmental Law(s) assessed by any Governmental Authority against Seller in respect of the Assets prior to the Closing Date; or (iii) Bodily Injury Claims arising prior to the Closing Date out of or relating to any past or present environmental Releases, conditions or occurrences in, on or over the Assets or arising out of or relating to any past or present violation or noncompliance with any Environmental Law.

(pp) “Retained Liabilities” means all Claims, Losses, Proceedings and Liabilities (known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due) to the extent with regard to, in respect of, arising out of or attributable to (i) Asset Taxes to the extent allocated to Seller in Section 16.7(d); (ii) any Proceeding pertaining to the Assets pending before any Governmental Authority or arbitrator as of the Effective Date, including those set forth on Schedule 8.6; (iii) the Retained Environmental Liabilities; and (iv) all of obligations and liabilities of the Seller arising prior to the Closing Date (other than executory obligations under the Leases and other applicable Assets, which shall be Buyer Liabilities).

(qq) “Tax” or “Taxes” means any federal, state, local or tribal, income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), custom duties, capital stock, franchise, profits, withholding, social security (or similar excises), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

ARTICLE II

SALE AND PURCHASE OF THE ASSETS

2.1 Acquired Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, all of Seller’s right, title and interest in and to the following (collectively, the “Assets”):

(a) except to the extent described on Schedule 2.2, all of (i) the leases listed on Exhibit A (the “Leases”), including the leasehold interests, mineral interests, royalty interests, overriding royalty interests, payments out of production, reversionary rights, contractual rights to development and/or production, and all other rights and interests relating thereto; (ii) any and all Hydrocarbons, water, CO2, disposal, injection or other wells located on the real property subject to the Leases ; (iii) all easements, rights of way, and other rights, privileges, benefits and powers with respect to the use and occupation of the surface of, and the subsurface depths under, the land covered by the Leases or the lands used in the operation thereof; (iv) all rights and interests in respect of any pooled or unitized acreage located in whole or in part within each Lease, including all Hydrocarbon production from the pool or unit allocated to any such Lease and all interests in any wells within the unit or pool associated with such Lease, regardless of whether such unit or pool production comes from wells located within or without the Leases; and (v) all rights and interests in the DSUs including all Hydrocarbon production from the pool or unit allocated to any such DSU and all interests in any wells within such DSU regardless of whether such production comes from wells located within or without the Leases;

(b) [Intentionally Omitted]

(c) except to the extent described on Schedule 2.2, and only to the extent assignable and applicable to the Assets, all licenses, servitudes, gas purchase and sale contracts (including interests and rights, if any, with respect to any prepayments, take-or-pay, buydown and buyout agreements) to the extent that the same pertain or relate to periods after the Closing Date, production sales contracts, farm-in agreements, farm-out agreements, bottom hole agreements, acreage contribution agreements, unit agreements, salt water disposal agreements, water injection agreements, well service agreements, gas balancing agreements, division orders, transfer orders, options, leases of equipment, joint venture agreements, pooling agreements, transportation agreements, rights-of-way and other contracts, agreements and rights which are owned or held by Seller or to which Seller is a party, in whole or in part, and which are appurtenant or relate to any Lease, Well or DSU (collectively, the “Contracts”);

(d) except to the extent described on Schedule 2.2, all of the real, personal and mixed property and facilities located in or on the Leases which is owned by Seller, in whole or in part, including field maintenance and communications systems related to the Leases and owned by Seller; SCADA system assets; temporary office buildings and the contents thereof; pipelines; gathering lines; field processing equipment; inventory and all other improvements used in the operation thereof (the “Related Assets”);

(e) to the extent assignable, all Permits, as well as any applications for the same, related exclusively to the Leases, Wells or DSUs or the use or operation thereof;

(f) except to the extent described on Schedule 2.2, all surface fee interests, easements, permits, licenses, servitudes, rights of way, surface leases, surface and subsurface use agreements, and other rights to use the surface estate, in each case to the extent appurtenant to and used or held primarily for use in connection with the ownership or operation of the Leases, Wells, or DSUs;

(g) [Intentionally Omitted.]

(h) except to the extent the same constitute or relate to any item, property, or interest described on Schedule 2.2, copies of all of Seller’s files, records, data and electronically stored information relating to the items described in subsections (a), (c), (d), (e) and (f) above, including title records (title opinions, division order title opinions and any title curative documents); surveys, maps and drawings; contracts; correspondence; and geological records and information; (except (i) to the extent the transfer, delivery or copying of such records are restricted by contract with a third party and such third party has not consented to the transfer, delivery or copying of such documents and (ii) (iii) records relating to the disposition, and copies of records relating to the acquisition, by Seller (or proposed disposition) of the Assets, including proposals received from or made to, and records of negotiation with, any Person, and any economic analyses associated therewith) (collectively, the “Records”);

(i) [Intentionally Omitted]

(j) [Intentionally Omitted]

(k) the field offices, man camps, mobile homes and associated real property held or used in connection with the Assets and any Related Assets located thereon, if any;

(l) the office leases held or used in connection with the Assets and any Related Assets located thereon, if any;

(m) all Claims and causes of action, including any indemnity, bond, insurance or condemnation awards arising from acts, omissions or events or damage to or destruction of property, unpaid awards, other rights against third parties and claims for adjustments and refunds, but only to the extent attributable to any of the Buyer Liabilities or any period after the Effective Date, and excluding in all cases the same to the extent attributable to the Retained Liabilities or the Excluded Assets;

(n) all audit rights, counterclaims, crossclaims, offsets or defenses and similar rights, but only to the extent attributable to any of the Buyer Liabilities or any period after the Closing Date and excluding in all cases the same to the extent attributable to the Retained Liabilities or the Excluded Assets; and

(o) in the case of any Asset that is not legally transferable, a license or sub-license to use such Asset.

2.2 Excluded Assets. Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the purchase and sale contemplated herein, the following (collectively, the “Excluded Assets”):

(a) except to the extent relating to any Buyer Liabilities, all cash, accounts receivable or rights to payment accruing or attributable to any period before the Closing Date, including the right to any payments with respect to any royalties or net profits, the full benefit of all liens and security for such accounts or rights to payment, and all rights, Claims, refunds, causes of action, or choses in action relating to the foregoing;

(b) except to the extent relating to any Buyer Liabilities, all rights to any refund of Taxes or other costs or expenses borne by Seller or Seller’s predecessors in interest attributable to periods prior to the Closing Date, including amounts recoverable through audits with respect to periods prior to the Closing Date;

(c) all rights or interest of Seller in any intellectual property, industrial property, and other proprietary rights (or portion thereof), including any trademarks and trade names, other than the Records;

(d) all information entitled to legal privilege, including attorney work product and attorney-client communications (excluding title opinions), and information relating to the Excluded Assets;

(e) all studies related to reserve assessments and economic estimates and analyses;

(f) all records relating to the disposition, and copies of records relating to the acquisition, by Seller (or proposed disposition) of the Assets, including proposals received from or made to, and records of negotiation with, any Person, and any economic analyses associated therewith;

(g) all rights, interests, obligations and Liabilities in respect of any (i) futures trade, put option, synthetic put option, call option, or other arrangement relating to commodities entered into by a Person on any commodities exchange to hedge such Person’s exposure to or to speculate on commodity prices; and (ii) swap, collar, floor or other derivative transaction or hedging arrangement of any type or nature whatsoever in the over-the-counter derivatives market;

(h) all deposits, surety bonds, rights under any letters of credit, and collateral pledged to secure any Liability or obligation of Seller in respect of the Assets;

(i) except to the extent relating to any Buyer Liabilities, all rights under policies of insurance held by Seller or any of its Affiliates and claims under such policies, and all policies of insurance issued by Seller and its Affiliates;

(j) all guarantees, warranties and indemnities (other than the warranties and indemnities set forth in this Agreement or the Assignments and Bills of Sale) issued by or for the benefit of Seller or any of its Affiliates;

(k) Seller’s area-wide bonds, permits and licenses and other permits, licenses or authorizations used in the conduct of Seller’s business generally or Seller’s business other than the Assets;

(l) except to the extent relating to any Buyer Liabilities, audit rights under operating agreements or other contracts or agreements with respect to periods before the Closing Date or in connection with any other Excluded Assets or Retained Liabilities (and Buyer will cooperate with Seller to facilitate Seller’s exercise of such rights);

(m) all rights, Claims, refunds, causes of action, or choses in action of Seller under this Agreement or any other agreement or instrument entered into or delivered in connection with this Agreement, or the transactions contemplated hereby or arising out of or relating to any of the other Excluded Assets;

(n) to the extent relating to the other Excluded Assets or any matter for which Seller owes indemnity to Buyer hereunder, all warranties and rights to indemnification recoverable from any third party;

(o) all proceeds from the settlement or disposition of any Claims, Proceedings, or disputes to the extent such proceeds relate to any other Excluded Assets;

(p) all rights, interests, and properties not described in Section 2.1 that are neither located in the State of North Dakota nor held or used in connection with the Assets; and

(q) those other items listed or described on Schedule 2.2.

2.3 Buyer Liabilities, Retained Liabilities and Non-Asset Liabilities.

(a) On the terms and subject to the conditions of this Agreement, upon and subject to the Closing, Buyer hereby assumes and agrees to timely and fully pay, perform and otherwise discharge, without recourse to Seller or its Affiliates, all of the Buyer Liabilities.

(b) Provided that the Closing occurs, Seller shall retain and agrees to timely and fully pay, perform and otherwise discharge, without recourse to Buyer or its Affiliates all of the Retained Liabilities and Non-Asset Liabilities.

2.4 “As Is, Where Is” Purchase. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER SHALL ACQUIRE THE ASSETS AND ASSUME THE BUYER LIABILITIES ON AN “AS IS, WHERE IS” AND “WITH ALL FAULTS” BASIS. BUYER HAS INSPECTED, OR WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, AND, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SHALL ASSUME ALL RISKS AND LIABILITIES THAT THERE MAY BE HAZARDOUS MATERIALS OR OTHER WASTE, TOXIC, HAZARDOUS, EXTREMELY HAZARDOUS, OR OTHER MATERIALS OR SUBSTANCES IN, ON OR UNDER THE ASSETS, OR THAT THE ASSETS HAVE ANY OTHER ADVERSE PHYSICAL CONDITIONS. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, FROM AND AFTER THE CLOSING, ALL RESPONSIBILITY AND LIABILITY RELATING TO ALL SUCH CONDITIONS, WHETHER KNOWN OR UNKNOWN, FIXED OR CONTINGENT, SHALL BE TRANSFERRED FROM SELLER TO BUYER, REGARDLESS OF WHEN THE LIABILITY OR RESPONSIBILITY AROSE.

ARTICLE III

PURCHASE PRICE

3.1 Purchase Price. The purchase price for the Assets shall be (a) 1,000 shares of Callan’s Preferred Stock having an aggregate stated value of $10,000,000.00 (the “Preferred Stock Consideration”), to be issued in accordance with the Certificate of Designation and (b) Two Million Dollars ($2,000,000.00) (the “Cash Consideration”}. The parties acknowledge and agree that the Cash Consideration shall be paid as provided in Section 4.4. The Preferred Stock Consideration and Cash Consideration are referred to herein collectively as the “Purchase Price.”

3.2 Allocation. The Purchase Price shall be allocated to the Assets as set forth on Schedule 3.2. Seller and Buyer agree that the values allocated to various portions of the Assets, which are set forth on Schedule 3.2 (singularly with respect to each item, the “Allocated Value,” and, collectively, the “Allocated Values”), shall be binding on Seller and Buyer. Seller and Buyer each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060 of the Code and to prepare Form 8594 (Asset Acquisition Statement under Section 1060), in a manner consistent with the terms of this Agreement (including the allocation set forth on Schedule 3.2, the Post-Closing Adjustment Statement and the amounts of the Buyer Liabilities) and shall not take any position inconsistent therewith upon examination of any Tax return, in any refund claim, in any litigation, investigation or otherwise unless required to do so by applicable Law after notice to the other Party or with such other Party’s prior consent. Seller and Buyer agree that each shall furnish the other a copy of Form 8594 (Asset Acquisition Statement under Section 1060) proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service.

ARTICLE IV

CLOSING

4.1 Closing. The sale and purchase of the Assets and the assumption of the Buyer Liabilities (the “Closing”) shall be held on or before September 22, 2026 or such other date as the parties may agree in writing (the “Closing Date”). The Closing will take place at the offices of Callan or at such other location as agreed among the parties.

4.2 Deliveries by Seller. At Closing, Seller shall deliver to Buyer:

(a) a certificate of an officer of Seller evidencing compliance with the conditions set forth in Section 12.1;

(b) the Assignments and Bills of Sale duly executed by Seller, including duly executed recordable counterparts for filing in the relevant individual counties where the Assets are located;

(d) the transfer orders (or letters in lieu thereof), if any, to be executed by Seller pursuant to Section 10.2;

(e) if required, change of operator forms executed by Seller and reasonably suitable for filing with applicable Governmental Authority;

(f) assignments of leases with any Governmental Authority duly executed by Seller pursuant to Section 10.6;

(g) if required, special warranty deeds for the conveyance of certain fee Assets as reasonably agreed to by the Parties, as duly executed by Seller; and

(h) Records, Contracts, Permits and governmental authorizations in accordance with Section 10.5.

4.3 Deliveries by Buyer. At Closing, Buyer and Callan shall deliver to Seller or Seller’s designee:

(a) evidence of a book-entry in the records of Callan’s transfer agent representing 1,000 shares of Preferred Stock, together with a copy of the Certificate of Designation duly filed with the Nevada Secretary of State;

(b) the Assignments and Bills of Sale duly executed by Buyer, including duly executed recordable counterparts for filing in the relevant individual counties where the Assets are located;

(d) if required, change of operator forms executed by Buyer and reasonably suitable for filing with applicable Governmental Authority;

(e) evidence, reasonably satisfactory to Seller, of Buyer’s compliance with Section 11.2, including copies of all bonds or letters of credit posted by Buyer and the acceptance thereof by applicable Governmental Authorities;

(f) if required, the transfer orders (or letters in lieu thereof) to be executed by Buyer pursuant to Section 11.4;

(g) if required, assignments of leases with any Governmental Authority duly executed by Buyer pursuant to Section 11.5;

(h) if required, special warranty deeds for the conveyance of certain fee Assets as reasonably agreed to by the Parties.

4.4 Payment of Cash Consideration. Buyer shall pay the Cash Consideration to Seller on or before December 31, 2026, by wire transfer of immediately available funds to an account designated in writing by Seller.

4.5 Further Cooperation. At the Closing and thereafter as may be reasonably necessary, Seller, Buyer and Callan shall execute and deliver such other instruments and documents and take such other actions as may be reasonably necessary to evidence and effectuate the transactions contemplated by this Agreement. Any disclosure by Callan or Buyer regarding this Agreement or the transactions contemplated hereby shall be subject to Section 16.4; provided, that Callan may make disclosures required by applicable securities laws or Nasdaq listing rules, so long as Callan provides Seller with a reasonable opportunity to review and comment on each such disclosure in advance.

ARTICLE V

GOVERNANCE

5.1 Name. Within six (6) months after the Closing, Callan will cause the name of Buyer to be changed to “Reger Energy, LLC” or such other name as the Board of Directors shall determine and make such filings in the State of as Nevada necessary to effect such change.

5.2 Management. From the date of this Agreement to the Closing Date, the management of the Assets shall remain the responsibility of Seller. From the Closing Date on, subject to other retention and service arrangements that may then be in effect, Mr. Reger shall be appointed the President of the Buyer and be responsible for the overall management of Buyer.

5. 3 Callan Board. Promptly after the Closing Date, Callan’s Board of Directors will appoint Mr. Reger to such Board to fill the existing vacancy on Callan’s Board until the term for such Board seat expires. Upon or promptly after the Closing Date, Buyer shall cause a current Director of Callan to resign from the Callan Board and the holders of a majority of the Stated Value of the Preferred Stock shall nominate and elect a replacement to fill such vacancy, to serve until the expiration of the term for such seat in accordance with the Certificate of Designation; and Mr. Reger shall be considered to be the second appointee of the holders of the Preferred Stock under the Certificate of Designation.

ARTICLE VI

DUE DILIGENCE; TITLE MATTERS

6.1 General Access. From and after the date hereof until the Closing Date (or earlier termination of this Agreement), Seller shall afford Buyer and its Representatives reasonable access during normal business hours to the Assets, the Records, and all books, data, files, and information relating to the Assets, and shall furnish Buyer with such additional information concerning the Assets as Buyer may reasonably request. Buyer shall conduct its inspections and examinations in a manner that does not unreasonably interfere with Seller’s operations. Buyer shall maintain the confidentiality of all information obtained in connection with such access in accordance with Section 16.2. Buyer shall indemnify, defend and hold Seller harmless from any damage to the Assets or injury to persons caused by Buyer’s inspection activities (other than pre-existing conditions merely discovered by Buyer).

6.2 Seller’s Title.

(a) Seller hereby warrants that it has Defensible Title (as defined below) to all of the Assets and shall forever defend such Assets unto Buyer against every Person lawfully claiming the Assets or any part thereof, by, through or under Seller and not otherwise, but with full subrogation and substitution of Buyer in and to all covenants, representations and warranties of Seller’s predecessors in title. Except as provided in the immediately preceding sentence, all of Seller’s interests in the Assets are to be sold “AS IS” AND “WHERE IS” AND WITHOUT WARRANTY OF MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE, EITHER EXPRESS OR IMPLIED. THE SPECIAL WARRANTY OF DEFENSIBLE TITLE DESCRIBED ABOVE IS THE EXCLUSIVE WARRANTY OF TITLE TO THE ASSETS BETWEEN BUYER AND SELLER AND IS IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF TITLE, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. The documents to be executed and delivered by Seller to Buyer transferring the Assets to Buyer shall be consistent with this Agreement and substantially in the form set forth in Exhibit A.

(b) Buyer acknowledges and agrees that Seller cannot and does not covenant or warrant that Buyer or its Affiliate shall become successor operator of all or any portion of the Assets, since the Assets or portions thereof may be subject to unit, pooling, communization, operating or other agreements which control the appointment of a successor operator.

6.3 Defensible Title. As used herein the term “Defensible Title” shall mean, subject to all Permitted Encumbrances and Permitted Title Irregularities, that title deducible of record or to the extent set forth on Schedule 2.1(a)-2, evidenced by the provisions of any joint, unit or other operating agreements or governmental orders relating to the Assets, that, although not constituting perfect or marketable title, can be successfully defended if challenged and is free and clear of any material defects, liens, encumbrances and irregularities, except for the Permitted Encumbrances and Permitted Title Irregularities.

6.4 Title Defect Notices. On or before the date that is thirty (30) calendar days following the Effective Date (the “Title Examination Period”), Buyer may deliver to Seller one or more written notices (each, a “Title Defect Notice”) setting forth any matters that Buyer asserts constitute defects in Seller’s Defensible Title to the Assets (each, a “Title Defect”). Each Title Defect Notice shall describe in reasonable detail: (a) the specific Asset or Assets affected by such Title Defect; (b) the nature of such Title Defect and the basis upon which Buyer asserts such Title Defect; (c) Buyer’s good faith estimate of the reduction in value of the affected Asset attributable to such Title Defect (the “Title Defect Value”); and (d) supporting documentation reasonably available to Buyer. Notwithstanding anything herein to the contrary, no matter shall constitute a Title Defect unless the Title Defect Value attributable thereto exceeds Fifty Thousand Dollars ($50,000) (net to Seller’s interest), and no matter arising from the same or substantially identical facts may be asserted more than once. Any matter that could constitute a Title Defect of which Buyer has Knowledge but fails to assert in a Title Defect Notice delivered on or before expiration of the Title Examination Period shall be deemed waived by Buyer for all purposes under this Agreement.

6.5 Rights and Remedies for Title Defects. (a) Upon receipt of a Title Defect Notice, Seller shall have thirty (30) days (the “Cure Period”) to cure, or to commence and diligently pursue the cure of, any Title Defect identified therein. (b) If Seller is unable to cure a Title Defect within the Cure Period, the Parties shall negotiate in good faith to resolve such Title Defect, and: (i) Buyer may, at its sole election, waive such Title Defect and proceed to Closing without adjustment to the Purchase Price; (ii) the Parties may agree to reduce the Purchase Price by an amount equal to the Title Defect Value attributable to such uncured Title Defect; or (iii) Buyer may elect to exclude the affected Asset from the transactions contemplated by this Agreement and reduce Purchase Price by the Allocated Value of such excluded Asset. (c) Notwithstanding the foregoing, if the aggregate Title Defect Values of all uncured Title Defects (after giving effect to any agreed-upon Purchase Price reductions and Asset exclusions) exceed fifteen percent (15%) of the Purchase Price, Buyer may, at its sole election, terminate this Agreement by written notice to Seller, in which event neither Party shall have any further obligation to the other hereunder except as expressly provided in Section 14.3.

ARTICLE VII

ENVIRONMENTAL ASSESSMENT

7.1 Environmental Site Assessments. Seller shall make available to Buyer copies of all Phase I and Phase II Environmental Site Assessments and other third-party environmental reports relating to the Assets that are in Seller’s possession or control. Buyer may, at Buyer’s sole cost and expense, obtain such additional Phase I Environmental Site Assessments as Buyer deems appropriate, subject to and in accordance with Section 7.2; provided, that no sampling, boring or other invasive testing shall be conducted without Seller’s prior written consent, not to be unreasonably withheld.

7.2 Independent Environmental Inspection. During the period commencing on the date hereof and ending thirty (30) calendar days thereafter (the “Environmental Diligence Period”), Buyer shall have the right, at Buyer’s sole discretion and at Buyer’s cost, to conduct or cause to be conducted independent environmental inspections, investigations, samplings, testings and assessments of the Assets, including soil borings, groundwater monitoring, and other subsurface investigations. Buyer shall provide Seller with no less than forty-eight (48) hours prior written notice before conducting any such inspection or investigation. Seller shall provide Buyer and its Representatives with reasonable access to the Assets for purposes of conducting such inspections and investigations.

7.3. Notice of Environmental Defects. On or before the date that is thirty (30) calendar days following Effective Date, Buyer may deliver to Seller one or more written notices (each, an “Environmental Defect Notice”) setting forth any matters that Buyer reasonably believes constitute environmental defects affecting the Assets (each, an “Environmental Defect”). Each Environmental Defect Notice shall describe in reasonable detail: (a) the nature of the alleged Environmental Defect; (b) the specific Assets affected thereby; (c) Buyer’s good faith estimate of the cost to remediate such Environmental Defect to applicable regulatory standards (the “Environmental Defect Value”); and (d) supporting documentation reasonably available to Buyer. An “Environmental Defect” means any condition of contamination, pollution or Release of Hazardous Materials at, on, under or migrating from the Assets that (i) violates or is not in compliance with any applicable Environmental Law, (ii) requires Remediation or other response action under any Environmental Law, or (iii) gives rise to any material Liability under any Environmental Law. Notwithstanding anything herein to the contrary, no matter shall constitute an Environmental Defect unless the Environmental Defect Value attributable thereto exceeds Fifty Thousand Dollars ($50,000) (net to Seller’s interest).

7.4 Remedies for Environmental Defects. Upon receipt of an Environmental Defect Notice, the Parties shall negotiate in good faith regarding the Environmental Defects identified therein. With respect to any Environmental Defect that is not disputed by Seller or that is otherwise finally determined to constitute an Environmental Defect: (a) Buyer may elect to waive such Environmental Defect and proceed to Closing without adjustment; (b) the Parties may agree to reduce the Purchase Price by the Environmental Defect Value attributable to such Environmental Defect; or (c) Buyer may elect to exclude the affected Assets from the transaction and reduce the Purchase Price by the Allocated Value of such excluded Assets. Notwithstanding the foregoing, if the aggregate Environmental Defect Values of all uncured Environmental Defects exceed fifteen percent (15%) of the Purchase Price, Buyer may, at its sole election, terminate this Agreement by written notice to Seller, in which event neither Party shall have any further obligation to the other hereunder except as expressly provided in Section 14.3.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants as follows:

8.1 Status of Formation. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.

8.2 Authority. Seller has the requisite corporate power and authority to enter into this Agreement, to carry out the transactions contemplated hereby, to transfer the Assets in the manner contemplated by this Agreement, and to undertake all of the obligations of Seller set forth in this Agreement. The execution, delivery and performance of this Agreement by Seller, and the transactions contemplated hereby, will not (a) violate any provision of Seller’s certificate of incorporation or bylaws; (b) conflict with, breach or result in a material default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions or any material note, bond, mortgage, indenture or agreement to which Seller is a party or by which Seller or any of the Assets are bound; (c) violate any judgment, order, ruling or decree applicable to Seller; or (d) violate any Law.

8.3 Validity of Obligations. The execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Seller, including, without limitation, approval by Seller’s board of directors and lenders. This Agreement has been duly executed and delivered by Seller, and any documents or instruments to be executed and delivered by Seller at Closing will be duly executed and delivered by Seller. This Agreement and any documents or instruments delivered by Seller at the Closing shall constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms.

8.4 Authorizations for Expenditures. Except as set forth on Schedule 8.4, with respect to agreements relating to the Assets, there are no outstanding calls or payments in excess of $50,000.00 (net to Seller’s interest) under authorizations for expenditures for payments relating to the Assets which are due or which Seller has committed to make and which have not been made.

8.5 Contractual Restrictions. Except as set forth on Schedule 8.5, Seller has not entered into, and the Assets are not otherwise subject to, any contracts for the sale or transportation of production not cancelable on greater than thirty (30) days’ notice or received prepayments, take-or-pay arrangements, buydowns, buyouts for Hydrocarbons, or storage of the same relating to the Assets which Buyer shall be obligated to honor and make deliveries of Hydrocarbons or pay refunds of amounts previously paid under such contracts or arrangements.

8.6 Litigation. Except as set forth on Schedule 8.6, there is no Proceeding pending or, to the Knowledge of Seller, threatened, relating to the Assets or Seller’s ownership or operation thereof.

8.7 Permits. With respect to Assets for which Seller is the operator, except as set forth on Schedule 8.7, Seller (a) has acquired all Permits from appropriate Governmental Authorities to conduct operations on the Assets in material compliance with applicable Laws; and (b) is in compliance in all material respects with all such Permits.

8.8 Taxes. Except as set forth on Schedule 8.8, with respect to the Assets, on and for all periods prior to Closing: (a) Seller has filed all Asset Tax returns required to be filed by Seller, (b) all Asset Taxes shown to be due on such returns have been paid, (c) there is no material dispute or Claim concerning any Asset Tax liability of Seller claimed or raised by any Tax authority in writing, and (d) none of the Assets are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

8.9 Environmental Laws. Except as set forth on any of Schedules 8.6, 8.7 or 8.9 (collectively, “Disclosed Environmental Matters”), as of the date of this Agreement, with respect to the Assets operated by Seller, and to the Knowledge of Seller with respect to the Assets not operated by Seller, the Assets have been operated in compliance in all material respects with all applicable Environmental Laws. To the Knowledge of Seller, there are no Hazardous Materials present in quantities or concentrations at, on, or under the Assets and there has been no release of Hazardous Materials at, under, in, or from the Assets which applicable Environmental Laws would require reporting to a Governmental Authority or which would result in an obligation to conduct Remediation or other response at any such Assets under any Environmental Law, any Permit, or under any environmental provisions of Leases or Contracts. Seller has made available or will make available to Buyer complete and correct copies of all material environmental site assessment reports and studies, audits, analyses and correspondence regarding environmental matters relating to the Assets that are in the possession or control of Seller or its Affiliates. To the Knowledge of Seller, there are no existing material Liabilities that would constitute Buyer Environmental Liabilities.

8.10 Preferential Purchase Rights. Except as set forth on Schedule 8.10, none of the Assets, or any portion thereof, is subject to any preferential rights to purchase applicable to the transactions contemplated by this Agreement (“Preferential Rights”).

8.11 Material Contracts.

(a) Schedule 2.1(c) sets forth all Material Contracts relating to the Assets.

(b) Neither Seller nor, to the Knowledge of Seller, any third party is in default, in each case in any material respect under any Lease or Material Contract, nor, to the Knowledge of Seller, does there exist any event or condition that, upon giving of appropriate notice or the lapse of time, would constitute a default in any material respect or entitle any party to a Lease or Material Contract to terminate such Lease or Material Contract. As of the date of this Agreement, Seller has made available to Buyer copies of all Leases and Material Contracts.

8.12 Broker’s Fees. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller for which Buyer or any Affiliate of Buyer shall have any responsibility.

8.13 Bankruptcy Proceedings. There are no bankruptcy, reorganization, insolvency or receivership actions pending, being contemplated by, or, to the Knowledge of Seller, threatened against Seller.

8.14 Compliance with Laws. Except as set forth in Schedule 8.9 or 8.14, to the Knowledge of Seller, the Assets have been operated in compliance in all material respects with applicable Laws.

8.15 [Intentionally Omitted]

8.16 Certain Financial Obligations. Except as set forth on Schedule 8.16, to the Knowledge of Seller, there are no material subsisting defaults as to payments to be made under Leases or Material Contracts (other than in cases where Seller has a good faith defense or basis for offset, which defense or basis is set forth in the applicable Schedule).

8.17 Inactive Wells. To the Knowledge of Seller, except as set forth and annotated on Schedule 8.17, there are no shut-in or otherwise inactive wells located on the Leases or on lands pooled or unitized therewith except for wells that have been properly plugged and abandoned.

8.18 Certain Expenses. Except as set forth on the Schedules hereto, there are no material subsisting defaults as to payments of expenses and liabilities relating to the ownership or operation of the Assets (other than in cases where Seller has a good faith defense or basis for offset, which defense or basis is set forth in the applicable Schedule).

8.19 Related Assets. To the Knowledge of Seller, each material Related Asset is in reasonable operating condition, ordinary wear and tear excepted, and is adequate for its current use.

8.20 Consents. Except (a) as set forth in Schedule 8.20, (b) consents and approvals from Governmental Authorities for the assignment of the Assets (or the operation thereof) that are customarily obtained after such assignment, (b) for Contracts that are terminable upon sixty (60) days or less notice without payment of any fee and (c) for Preferential Rights, there are no material requirements for consents or approvals from any third party that Seller is required to obtain in connection with the transfer of the Assets by Seller to Buyer or the consummation of the transactions contemplated by this Agreement by Seller (each, a “Consent”).

8.21 [Intentionally Omitted]

8.22 Insurance. Schedule 8.22 sets forth a list of all insurance policies maintained by or for the benefit of Seller with respect to the Assets. All premiums due on such insurance policies have either been paid or, if not yet due, accrued. All such insurance policies are in full force and effect and enforceable in accordance with their terms. Seller is not in default under, and has not otherwise failed to comply with, any material provision contained in any such insurance policy.

8.23 Access. None of the Leases are subject to any restrictions on use of the surface in connection with operations that would materially affect such use or operations. Seller has a legal right of access to all of the Leases as would allow the use of any of the Assets for the purposes for which such Asset is currently owned and operated.

8.24 Records. To the Knowledge of Seller, the Records are current, accurate and complete in all material respects. The Records have been maintained in accordance with ordinary and customary industry standards in the domestic oil and gas industry, and all accounting records relating to the Assets have been prepared in accordance with ordinary and customary industry standards in the domestic oil and gas industry.

8.25 [Intentionally Omitted]

8.26 [Intentionally Omitted]

8.27 Casualty. Since the Effective Date, there have been no acts of God having a direct impact on the Assets, including volcanic eruptions, lightning, earthquake, wind, storm, flood or drought, or fire, explosion, condemnation, or exercise of any right of eminent domain (a “Casualty”). A Casualty does not include depletion due to normal production and depreciation, failure of equipment or casing, or loss of ability to profitably market Hydrocarbons.

8.28 Scope of Representations of Seller. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CASE OF FRAUD, SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO BUYER, INCLUDING ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO CALLAN AND BUYER BY ANY EMPLOYEE, OFFICER, DIRECTOR, AGENT, CONSULTANT, ENGINEER OR ENGINEERING FIRM, TRUSTEE, REPRESENTATIVE, PARTNER, MEMBER, BENEFICIARY, STOCKHOLDER, AFFILIATE OR CONTRACTOR OF SELLER WHEREVER AND HOWEVER MADE, INCLUDING THOSE MADE IN ANY DATA ROOM OR INTERNET SITE AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS WITH RESPECT TO THIS AGREEMENT. ANY AND ALL DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION, AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY SELLER OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO BUYER IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ARE PROVIDED TO CALLAN AND BUYER AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLER, AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT CALLAN”S AND BUYER’S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO, AND HEREBY DISCLAIMS ANY, WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE PRESENCE, QUALITY AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS, INCLUDING SEISMIC DATA AND SELLER’S INTERPRETATION AND OTHER ANALYSIS THEREOF; (ii) THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES AND RECOMPLETION OPPORTUNITIES; (iii) PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS; (iv) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED FROM THE ASSETS; (v) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR; AND (vi) THE TAX ATTRIBUTES OF ANY ASSET.

8.29 Undisclosed Liabilities. Except as set forth in the Schedules hereto, to the Knowledge of Seller there are no Liabilities of Seller relating to the Assets other than (i) Liabilities reflected or reserved against in the books and records of Seller, (ii) Liabilities incurred in the ordinary course of business since the Effective Date, and (iii) Liabilities that are not, individually or in the aggregate, material.

8.30 No Other Agreements. Seller is not a party to or bound by any material written agreement relating to the Assets that has not been disclosed to Buyer in writing or made available in the data room.

8.31 [Intentionally Omitted].

8.32 [Intentionally Omitted]

8.33 No Material Misstatement. No representation or warranty of Seller contained in this Agreement, and no statement contained in any Schedule, certificate, or other document furnished or to be furnished to Buyer pursuant hereto, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES OF BUYER AND CALLAN

Buyer and Callan jointly and severally represent and warrant as follows:

9.1 Status of Formation. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer is, or by Closing will be, duly qualified to do business in the State of Texas and such other States necessary to develop the Assets. Callan is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business in the State of Texas.

9.2 Authority. Each of Buyer and Callan has the requisite power and authority to enter into this Agreement, to carry out the transactions contemplated hereby and to undertake all of the obligations of Buyer and Callan set forth in this Agreement. The execution, delivery and performance of this Agreement by Buyer and Callan, and the transactions contemplated hereby, will not (a) violate any provision of the limited liability agreement, articles of incorporation, bylaws or other organizational documents of Buyer or Callan; (b) conflict with, breach or result in a material default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions or any material note, bond, mortgage, indenture or agreement to which Buyer or Callan is a party or by which Buyer or Callan is bound; (c) violate any judgment, order, ruling or decree applicable to Buyer or Callan; or (d) violate any applicable law.

9.3 Validity of Obligations. The execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Buyer and Callan, including, without limitation, approval by Buyer’s or Callan’s managers or directors. This Agreement has been duly executed and delivered by each of Buyer and Callan, and any documents or instruments to be executed and delivered by Buyer or Callan at Closing will be duly executed and delivered by Buyer or Callan, as the case may be. This Agreement and any documents or instruments delivered by Buyer or Callan at Closing shall constitute legal, valid and binding obligations of Buyer or Callan, as the case may be<, enforceable in accordance with their terms.

9.4 Qualification and Bonding. Buyer is, or by Closing will be, and thereafter will continue to be qualified to own any federal or state oil and gas leases that constitute part of the Assets.

9.5 Non-Security Acquisition. Buyer intends to acquire the Assets for its own benefit and account and is not acquiring said Assets with the intent of distributing fractional undivided interests thereof such as would be subject to regulation by federal or state securities Laws, and that if, in the future, it should sell, transfer or otherwise dispose of said Assets or fractional undivided interests therein, it will do so in compliance with any applicable federal and state securities Laws.

9.6 Evaluation. Buyer has, or by Closing will have, made its own independent investigation, analysis and evaluation of the Assets, the Buyer Liabilities and the transactions contemplated by this Agreement (including Buyer’s own estimate and appraisal of the extent and value of Seller’s Hydrocarbon reserves attributable to the Assets and an independent assessment and appraisal of the environmental risks and liabilities associated with the acquisition of the Assets). In entering into this Agreement and consummating the transactions contemplated hereby, Buyer has relied, and will rely, solely upon Seller’s representations contained in this Agreement and its own independent investigation, verification, analysis and evaluation of the Assets and has not relied on any representations or warranties by Seller other than those expressly set forth in this Agreement.

9.7 Validity of Consideration. The shares of Preferred Stock to be issued to Seller as the Purchase Price have been duly authorized by Callan, and when issued and delivered in accordance with this Agreement and the Certificate of Designation, will be validly issued, fully paid and nonassessable, and free and clear of all liens, claims and encumbrances (other than restrictions on transfer under applicable securities laws).

9.8 Capitalization. Callan has sufficient authorized but unissued shares of preferred stock to issue the Preferred Stock Consideration, and sufficient authorized but unissued shares of common stock to satisfy the conversion rights of the Preferred Stock in full. Upon conversion of the Preferred Stock in accordance with its terms, Callan’s common stock issued thereunder will be validly issued, fully paid and non-assessable.

9.9 Broker’s Fees. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or Callan for which Seller or any Affiliate of Seller shall have any responsibility.

9.10 SEC Reports; Financial Statements. Callan has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act following Callan’s initial public offering (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Callan included in the SEC Reports were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis and fairly present in all material respects the financial position of Callan as of the dates thereof and its results of operations and cash flows for the periods then ended. Since the date of the most recent balance sheet included in the SEC Reports, there has been no event, occurrence or development that has had, or would reasonably be expected to have, a material adverse effect on the business, assets, financial condition or results of operations of Callan and its subsidiaries, taken as a whole.

9.11 Listing and Maintenance Requirements. The Callan common stock is listed on the Nasdaq Stock Market, and Callan is in compliance in all material respects with the applicable listing and corporate governance rules of the Nasdaq Stock Market. Callan has not received any notice of deficiency, noncompliance or delisting from the Nasdaq Stock Market that has not been publicly disclosed by filing a Form 8-K with the SEC. Except for the stockholder approval contemplated by Section 11.7 and the filing of the Certificate of Designation with the Nevada Secretary of State, no consent or approval of the stockholders of Callan or of any Governmental Authority is required in connection with the execution and delivery of this Agreement or the issuance of the Preferred Stock Consideration or the shares of common stock issuable upon conversion thereof.

9.12 Litigation; Liabilities. There is no Proceeding pending or, to the knowledge of Buyer and Callan, threatened against Buyer or Callan that would reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or that would reasonably be expected to have a material adverse effect on Callan. Neither Buyer nor Callan has any material Liabilities other than as disclosed in the SEC Reports.

ARTICLE X

CERTAIN AGREEMENTS OF SELLER

Seller agrees and covenants that, unless Buyer shall have otherwise agreed in writing, the following provisions shall apply:

10.1 Maintenance of Assets. Except as set forth on Schedule 10.1, Seller has, from the Effective Date through the Closing:

(a) Preserved and administered the Assets in a non-discriminatory fashion in the ordinary course of Seller’s business and prudent industry practice;

(b) Not introduced any new methods of management or accounting with respect to any or all of the Assets;

(d) [Intentionally Omitted]

(e) Not voluntarily abandoned any of the Wells other than as commercially reasonable or as required pursuant to the terms of a Lease or by regulation;

(f) Not, without the prior written consent of Buyer (which consent shall be totally within Buyer’s discretion), (i) entered into any agreement or arrangement transferring, selling or encumbering any of the Assets (other than in the ordinary course of business, including ordinary course sales of production or pursuant to any agreements existing on the date hereof); (ii) granted any preferential right or other right to purchase or agreed to require the consent of any party not otherwise required to consent to the transfer and assignment of the Assets to Buyer; (iii) entered into any new sales contracts or supply contracts which cannot be cancelled upon thirty (30) days prior notice; (iv) incurred or agreed to incur any contractual obligation or liability (absolute or contingent) with respect to the Assets except as otherwise provided herein (including ordinary course sales of production, inventory or salvage or with respect to any Assets with a value less than $50,000 (net to Seller’s interest) or pursuant to any disclosed authorizations for expenditures covering the Assets); (v) terminated any insurance policies covering any of the Assets; (vi) or removed any of the Related Assets from any Lease (except to move such Related Asset to another Lease); and

(g) To the extent within the Knowledge of Seller, promptly provided Buyer with written notice of (i) any Claims, Proceedings or other occurrences which affect the Assets in any material respect; or (ii) any proposal from a third party to engage in any material transaction (e.g., a farmout) with respect to the Assets.

10.2 Transfer Orders. Seller shall prepare and execute as of the Closing Date, in a form reasonably acceptable to Buyer, all necessary or appropriate transfer orders (or letters in lieu thereof) relating to the Assets designating Buyer as the appropriate party for payment from and after the Closing.

10.3 [Intentionally Omitted.]

10.4 Records and Contracts. Seller shall have the right, at its sole cost and risk, to make and retain copies of the Records and Contracts as Seller may desire prior to the delivery of the Records and Contracts to Buyer. Buyer, for a period of two (2) years after the Closing Date (or for such longer period as corresponds to an applicable statute of limitations, as may have been extended by a relevant Governmental Authority), shall make available to Seller (at the location of such Records and Contracts in Buyer’s organization and during normal business hours) access to the Records and Contracts upon written request of Seller. In the event there are Records and Contracts that apply to both Assets and Excluded Assets, Seller may retain the originals of such Records and Contracts and provide copies thereof to Buyer.

10.5 Delivery of Assets. All tangible personal property included in the Assets, including Records, Contracts and Permits (or completed applications therefor, if applicable), shall be made available by Seller on the Closing Date at their existing locations, unless otherwise agreed to in writing by the Parties.

10.6 Delivery of Lease Assignments. Seller shall at the Closing execute and deliver to Buyer all assignments of leases with any Governmental Authority relating to or included in the Assets.

10.7 [Intentionally Omitted]

10.8 Cooperation. Seller shall use commercially reasonable efforts to (a) assist Buyer in carrying out the obligations of Buyer pursuant to ARTICLE XI and (b) satisfy the conditions to Closing set forth in ARTICLE XII.

10.9 [Intentionally Omitted]

10.10 Consents. Without limiting the representation contained in Section 8.20, Seller agrees that, promptly after executing this Agreement, it will (i) use reasonable efforts to identify all Consents applicable to the transaction contemplated hereby, and the names and addresses of such parties holding the same, and (ii) send to each such holder a notice seeking such holder’s consent to the transactions contemplated hereby.

10.11 [Intentionally Omitted.]

10.12 Reporting. From and after the date hereof until the Closing Date, Seller shall provide Buyer with all requested financial reports relating to the Assets within ten (10) days of month end, including, but not limited to, revenues, lease operating expenses, and capital expenditures.

ARTICLE XI

CERTAIN AGREEMENTS OF BUYER

Buyer agrees and covenants that, unless Seller shall have consented otherwise in writing, the following provisions shall apply:

11.1 [Intentionally Omitted]

11.2 Bonds, Letters of Credit and Guarantees. Buyer shall post the necessary bonds, or letters of credit and guarantees as required by any applicable Governmental Authorities, at Closing, or, if after reasonable efforts Buyer is unable to post such bonds, letters of credit or guarantees at Closing, as soon as reasonably possible after Closing, and Buyer shall provide Seller with a copy of same, and provide proof satisfactory to Seller that all applicable Governmental Authorities have accepted such bonds, letters of credit and/or guarantees as sufficient assurance to cover the plugging of all Wells and related matters. Further, Buyer shall provide to Seller copies of the approval by any applicable Governmental Authorities concerning change of operatorship of the Wells. Promptly following Closing, but, as to operator bonds, letters of credit or guarantees for Assets operated by Seller, in no event later than the transfer of operatorship of such Assets, Buyer shall obtain, or cause to be obtained in the name of Buyer, replacements for such bonds, letters of credit and guarantees as necessary to permit the cancellation of the bonds, letters of credit and guarantees posted by Seller. From and after Closing, Buyer shall indemnify Seller or its relevant Affiliate against all amounts incurred by Seller or its relevant Affiliate under such bonds, or letters of credit and guarantees of Seller that are not replaced by Buyer at or prior to Closing.

11.3 Seller’s Logos. At Seller’s written request, Buyer shall promptly cover or cause to be covered by decals or new signage any names and marks used by Seller, and all variations and derivatives thereof and logos relating thereto, from the Assets and shall not thereafter make any use whatsoever of such names, marks and logos without the written permission of Seller.

11.4 Transfer Orders. Buyer shall execute as of the Closing Date all necessary or appropriate transfer orders (or letters in lieu thereof) relating to the Assets designating Buyer as the appropriate party for payment from and after the Closing.

11.5 Delivery of Lease Assignments. Buyer shall at the Closing execute and deliver to Seller all assignments of leases with any Governmental Authority relating to or included in the Assets.

11.6 Cooperation. Buyer shall use commercially reasonable efforts to (a) assist Seller in carrying out the obligations of Seller pursuant to ARTICLE X, and (b) satisfy the conditions to Closing set forth in ARTICLE XIII.

11.7 Stockholder Approval; Listing; Share Reservation. Prior to the Closing Date, Callan shall obtain the approval of its stockholders, in accordance with the applicable rules of the Nasdaq Stock Market (including Nasdaq Listing Rules 5635(a) and 5635(d), to the extent applicable), of the issuance of the Preferred Stock Consideration and of all shares of common stock issuable upon conversion thereof. Callan shall use its commercial best efforts to maintain the listing of the common stock on the Nasdaq Stock Market and shall at all times reserve and keep available a number of authorized but unissued shares of common stock sufficient to permit the conversion in full of the Preferred Stock Consideration (without regard to any limitation on conversion contained in the Certificate of Designation).

ARTICLE XII

CONDITIONS PRECEDENT TO OBLIGATION OF BUYER AND CALLAN

The obligations of Buyer and Callan to consummate the Closing are subject to the satisfaction (or waiver by Buyer) of each of the following conditions:

12.1 Representations and Warranties; Covenants. (a) All representations and warranties of Seller contained in this Agreement (other than the representations and warranties contained in Sections 8.1 (Formation), 8.2 (Authority) and 8.3 (Validity of Obligations) shall be true and correct in all material respects, as if such representations and warranties were made as of the Closing Date (except for those representations or warranties that are expressly made only as of another specific date, which representations and warranties shall be true and correct in all respects as of such other date) except for the failure of such representations and warranties to be so true and correct, when taken as a whole, as would not have a Material Adverse Effect; and (b) Seller shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by Seller at or prior to the Closing; and (c) Seller shall have delivered to Buyer a certificate of an officer of Seller, dated the Closing Date, confirming the foregoing.

12.2 Seller Closing Deliverables. Seller shall be ready, willing and able to deliver to Buyer at the Closing the documents and items required to be delivered by Seller under Section 4.2.

12.3 No Litigation. No suit, action or other proceeding shall be pending before any court or Governmental Authority which attempts to prevent the occurrence of the transactions contemplated by this Agreement.

12.4 Releases. Except for any Permitted Encumbrances or Permitted Title Irregularities, Seller shall be ready, willing and able to deliver to Buyer at the Closing executed complete releases in form and substance reasonably satisfactory to Buyer of all indentures, mortgages, deeds of trust, bonds, UCC financing statements, loans, financings, liens and similar Contracts encumbering the Assets, in each case, solely to the extent securing obligations for borrowed money.

12.5 Title Diligence. Buyer shall have completed its title diligence on the Assets to its reasonable satisfaction, subject to Seller’s customary right to cure any title defects within thirty (30) days following written notice thereof from Buyer. In the event of a failure of Defensible Title to a material portion of the Assets that Seller is unable or unwilling to cure within such cure period, Buyer shall have the right to terminate this Agreement upon written notice to Seller.

ARTICLE XIII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

The obligations of Seller to consummate the Closing are subject to the satisfaction (or waiver by Seller) of each of the following conditions:

13.1 Representations and Warranties; Covenants. (a) All representations and warranties of Buyer and Callan contained in this Agreement shall be true and correct in all respects, or, if any such representation or warranty is not expressly qualified by “materiality,” then in all material respects, as of the Closing, as if such representations and warranties were made as of the Closing Date (except for those representations or warranties that are expressly made only as of another specific date, which representations and warranties shall be true and correct in all respects (or in all material respects, as applicable) as of such other date); (b) Buyer shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by Buyer at or prior to the Closing; and (c) Buyer shall have delivered to Seller a certificate of an officer of Buyer, dated the Closing Date, confirming the foregoing.

13.2 Closing Deliverables. Buyer and Callan shall be ready, willing and able to deliver to Seller at the Closing the documents and items required to be delivered by Buyer under Section 4.3, including, without limitation, the Preferred Stock Consideration.

13.3 No Litigation. At the Closing, no suit, action or other proceeding shall be pending before any court or Governmental Authority which attempts to prevent the occurrence of the transactions contemplated by this Agreement.

13.4 Bonds. Buyer shall have posted, and all applicable Governmental Authorities shall have accepted, the bonds, letters of credit and guarantees required pursuant to Section 11.2, in each case effective as of the Closing.

13.5 Stockholder Approval; Certificate of Designation; Listing. Callan shall have obtained the stockholder approval contemplated by Section 11.7; the Certificate of Designation shall have been duly filed with, and accepted by, the Nevada Secretary of State and shall be in full force and effect; and the common stock shall be listed on the Nasdaq Stock Market and shall not be subject to any pending suspension or delisting proceeding or uncured notice.

13.6 Reger Employment Agreement. Callan and Michael Reger shall have executed and delivered a mutually acceptable employment agreement, effective as of the Closing, which will provide, among other things, that Mr. Reger will become Co-Chief Executive Officer of Callan and be generally responsible for the management of Callan’s power and energy related businesses.

ARTICLE XIV

TERMINATION

14.1 Causes of Termination. This Agreement may be terminated at any time prior to the Closing as follows: (a) by mutual written consent of Buyer, Callan and Seller; (b) by any Party if the Closing has not occurred on or before October 31, 2026 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 14.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by Buyer or Callan if any representation or warranty of Seller contained in this Agreement shall be inaccurate in any material respect as of the date of this Agreement or as of the Closing Date, or if Seller shall have breached any covenant or agreement contained in this Agreement in any material respect, and such inaccuracy or breach shall not have been cured within ten (10) Business Days after written notice thereof from Buyer to Seller; (d) by Buyer or Callan if a Material Adverse Effect shall have occurred after the Effective Date; (e) by Seller if any representation or warranty of Buyer or Callan contained in this Agreement shall be inaccurate in any material respect as of the Effective Date or as of the Closing Date, or if Buyer or Callan shall have breached any covenant or agreement contained in this Agreement in any material respect, and such inaccuracy or breach shall not have been cured within ten (10) Business Days after written notice thereof from Seller to Buyer or (f) by Buyer or Callan pursuant to Section 12.5 upon failure of Defensible Title to a material portion of the Assets.

14.2 Termination for Title/Environmental Defects. In addition to, and without limiting, the termination rights set forth in Section 14.1, Buyer or Callan shall have the right to terminate this Agreement pursuant to and in accordance with (a) Section 6.5(c) and (b) Section 7.4(c). For the avoidance of doubt, such termination rights are independent and cumulative, and Buyer may exercise either or both.

14.3 Effect of Termination. Upon any termination of this Agreement pursuant to this Article XIV, this Agreement shall become void and of no further force or effect, and neither Party shall have any further obligation to the other Party hereunder; provided, however, that (a) Section 16.2 (Confidentiality), Section 16.5 (Governing Law), Section 16.7 (Expenses, Taxes and Recording) and Section 16.15 (Waiver of Certain Damages) shall survive any such termination; (b) nothing herein shall release either Party from any Liability for any breach of this Agreement occurring prior to such termination, and the indemnification obligations of Article XV shall survive with respect to any pre-termination breach; and (c) the confidentiality obligations of the Parties shall survive termination in accordance with Section 16.2.

ARTICLE XV

INDEMNIFICATION

15.1 Indemnification by Seller. From and after the Closing, except as otherwise provided in this Agreement, Seller shall defend, indemnify and hold harmless Buyer, Callan and their Affiliates, and each of their respective directors, officers, employees, agents and other representatives (the “Buyer Group”) from and against the following:

(a) Misrepresentations. All Losses arising from the breach by Seller of any of its representations or warranties set forth in ARTICLE VIII;

(b) Breach of Covenants. All Losses arising from the breach by Seller of any of its covenants set forth in this Agreement; and

15.2 Limitations. Notwithstanding Section 15.1, the following limitations shall apply to Seller’s indemnification obligations:

(a) Seller shall not be obligated to indemnify, defend or hold harmless any member of the Buyer Group for any Loss unless Buyer has delivered a written notice of such Loss within the Survival Period applicable to such Loss. The “Survival Period” applicable to Losses shall mean:

(i) with regard to a breach of the representations and warranties contained in Section 8.8 (Taxes), a period following the Closing ending ninety (90) days after the expiration of the statute of limitations applicable to the underlying Tax matter giving rise to that claim;

(ii) with regard to a breach of the representations and warranties contained in Sections 8.1 (Status of Formation), 8.2 (Authority), 8.3 (Validity of Obligations), 8.10 (Preferential Purchase Rights), 8.12 (Broker’s Fees) and 8.13 (Bankruptcy Proceedings) (collectively, the “ Seller Fundamental Representations”), an indefinite period following the Closing;

(iii) with regard to all other representations and warranties of Seller in this Agreement, a period of twelve (12) months following the Closing;

(iv) with regard to a breach of any covenant contemplated to be performed prior to the Closing, a period of twelve (12) months following the Closing;

(v) with regard to a breach of any covenant contemplated to be performed after the Closing, a period of twelve (12) months following the date by which such covenant is contemplated to have been performed; and

(vi) with respect to any Retained Liability or Non-Asset Liability, an indefinite period following the Closing.

(b) Other than with respect to (i) Section 15.1(c), (ii) breaches of the Fundamental Representations, and (iii) fraud, Seller shall have no Liability for any Losses unless and until the aggregate Losses for which the Buyer Group is entitled to recover under this ARTICLE XV exceed $200,000 (the “Deductible Amount”); provided, however, that individual claims with a value of less than Twenty-Five Thousand Dollars ($25,000) (the “De Minimis Threshold”) shall not be counted toward or applied against the Deductible Amount. After the aggregate qualifying Losses exceed the Deductible Amount, the Buyer Group shall be entitled to recover only that portion of qualifying Losses in excess of the Deductible Amount, the Deductible Amount being a true deductible and not a tipping basket.

(c) Notwithstanding anything to the contrary herein, except in connection with the Seller Fundamental Representations, Retained Liabilities, Non-Asset Liabilities and fraud, Seller’s aggregate liabilities and obligations to the Buyer Group under this Agreement shall not exceed 10% of the Purchase Price.

(d) Seller shall be entitled, at its election, to satisfy any indemnification obligation under this Agreement, in whole or in part, by surrendering to Callan shares of Preferred Stock (or shares of common stock received upon conversion thereof), which shall be valued for such purpose at the higher of the Stated Value thereof or the market value of the common stock issuable upon conversion thereof.

(e) Notwithstanding clause (a)(iii), the representations and warranties contained in Section 6.2(a) concerning Defensible Title and Section 8.19 concerning Related Assets shall not survive the Closing, and the Buyer Group shall not be entitled to make any claim for indemnification under this ARTICLE XV in respect thereof.

(f) The Parties acknowledge and agree that, from and after the Closing, except as otherwise provided in this Agreement or in the other documents delivered at Closing, the provisions of this ARTICLE XV shall be the Parties’ exclusive remedies against each other with respect to the Assets, the Buyer Liabilities, the Retained Liabilities, the Non-Asset Liabilities, the transactions contemplated by this Agreement, and the representations, warranties and covenants made herein or in any other document or instrument entered into pursuant hereto or in connection herewith, except in the case of fraud.

15.3 Indemnification by Buyer and Callan. From and after the Closing, except as otherwise provided in this Agreement, Buyer and Callan shall, jointly and severally, defend, indemnify and hold harmless Seller, its Affiliates, and each of their respective directors, officers, employees, agents, shareholders and other representatives (the “Seller Group”) from and against the following:

(a) Misrepresentations. All Losses arising from the breach by Buyer or Callan of any of their representations or warranties set forth in ARTICLE IX;

(b) Breach of Covenants. All Losses arising from the breach by Buyer or Callan of any of their covenants set forth in this Agreement; and

(d) The representations and warranties of Buyer and Callan contained in Sections 9.1 (Status of Formation), 9.2 (Authority), 9.3 (Validity of Obligations), 9.7 (Validity of Consideration), 9.8 (Capitalization), 9.9 (Broker’s Fees), 9.10 (SEC Reports; Financial Statements) and 9.11 (Listing and Maintenance Requirements) (“Buyer Fundamental Representations”) shall survive the Closing indefinitely; all other representations and warranties of Buyer and Callan shall survive the Closing for a period of twelve (12) months. The obligations of Buyer and Callan under Section 15.3(c) shall survive the Closing indefinitely.

(e) Other than with respect to (i) breaches of the Buyer Fundamental Representations, (ii) fraud, and (iii) the payment of the Cash Consideration, Buyer and Callan shall have no Liability for any Losses unless and until the aggregate Losses for which the Seller Group is entitled to recover under this ARTICLE XV exceed the Deductible Amount; provided, however, that individual claims with a value of less than the De Minimis Threshold shall not be counted toward or applied against the Deductible Amount. After the aggregate qualifying Losses exceed the Deductible Amount, the Seller Group shall be entitled to recover only that portion of qualifying Losses in excess of the Deductible Amount, the Deductible Amount being a true deductible and not a tipping basket.

15.4 Insurance; Mitigation. The amount of Losses required to be paid by any Indemnifying Party to indemnify an Indemnified Party pursuant to this Agreement shall be reduced to the extent of any amounts actually received by the Indemnified Party pursuant to the terms of any insurance policies covering such claim to which the Indemnified Party may be entitled, net of any costs of recovery and any increase in premiums resulting therefrom. Subject to the terms hereof, each Indemnified Party shall make reasonable efforts to mitigate or minimize all Liabilities upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Liabilities that are indemnifiable hereunder.

15.5 Notification. As soon as reasonably practicable after obtaining knowledge thereof, any Party seeking indemnification under this Agreement (the “Indemnified Party”) shall notify the other Party (the “Indemnifying Party”) of any Claim or Proceeding which the Indemnified Party has determined has given or could give rise to a claim for indemnification under this ARTICLE XV; provided, that no delay or failure to so notify shall relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party is actually and materially prejudiced thereby. Such notice shall specify the agreement, representation or warranty with respect to which the claim is made, the facts giving rise to the claim and the amount (to the extent then determinable) of Liability for which indemnity is asserted. In the event any action, suit or proceeding is brought with respect to which a Party may be liable under this ARTICLE XV, the defense of the action, suit or proceeding (including all settlement negotiations and arbitration, trial, appeal or other proceeding) shall be at the discretion of and conducted by the Indemnifying Party. An Indemnified Party shall have the right to be represented by its own counsel at its own expense in any such action, suit or proceeding. Neither Party shall, without the other Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), settle, compromise, confess judgment or permit judgment by default in any action, suit or proceeding if such action would create or attach any Liability or obligation to the other Party or would not include an unconditional release of the other Party. The Parties agree to make available to each other, and to their respective counsel and accountants, all information and documents reasonably available to them which relate to any such action, suit or proceeding, and to render to each other such assistance as they may reasonably require in order to ensure the proper and adequate defense thereof, including entering into a joint defense privilege agreement.

ARTICLE XVI

MISCELLANEOUS

16.1 Casualty Loss. (a) If, between the Effective Date and the Closing, any Casualty occurs affecting the Assets, Seller shall notify Buyer in writing within forty-eight (48) hours of Seller obtaining Knowledge of such Casualty, specifying in reasonable detail the nature and extent of the Casualty and Seller’s good faith estimate of the value of the affected Assets, (b) If any individual Casualty affects Assets with a value exceeding Fifty Thousand Dollars ($50,000) or if aggregate Casualties affect Assets with a value exceeding One Hundred Thousand Dollars ($100,000, Buyer may, at its sole election, by written notice to Seller delivered within ten (10) Business Days after receiving Seller’s notice: (i) exclude the affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the Allocated Value of such excluded Assets; (ii) proceed to Closing and receive an assignment of all of Seller’s rights to insurance proceeds and all Claims and causes of action against third parties with respect to such Casualty; or (iii) if the aggregate value of Assets affected by Casualties exceeds fifteen percent (5%) of the Purchase Price, terminate this Agreement, in which event neither Party shall have any further obligation to the other hereunder except as expressly provided in Section 14.3. (c) If Buyer does not make an election within such ten (10) Business Day period, Buyer shall be deemed to have elected to proceed under clause (b)(ii) above.

16.2 Confidentiality. (a) Each Party shall hold in strict confidence and shall not disclose to any third party (other than its Representatives who need to know such information in connection with the transactions contemplated hereby and who are bound by obligations of confidentiality) any Confidential Information of the other Party without the prior written consent of the disclosing Party. “Confidential Information” means all non-public information disclosed by either Party to the other Party in connection with this Agreement or the transactions contemplated hereby, including financial data, technical data, business plans, reserve reports, geological and geophysical data, and all information contained in or made available through any data room, virtual data room, or electronic repository. (b) The obligations of confidentiality set forth in this Section 16.2 shall survive for a period of three (3) years following the Closing Date, or, if this Agreement is terminated without Closing, for a period of three (3) years following the date of such termination. (c) The obligations set forth in this Section 16.2 shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving Party or its Representatives; (ii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; (iii) is received by the receiving Party from a third party that is not bound by any obligation of confidentiality with respect thereto; or (iv) is required to be disclosed by Law, court order, subpoena, or the rules or regulations of any securities exchange (including the Securities and Exchange Commission, Form 8-K and other SEC filings, and Nasdaq listing requirements), provided that the receiving Party shall, to the extent legally permitted, provide the disclosing Party with prompt written notice of such requirement so that the disclosing Party may seek an appropriate protective order. (d) Notwithstanding anything to the contrary in this Section 16.2, Buyer’s obligations hereunder shall not restrict Buyer from making any disclosure required under applicable securities laws, rules or regulations as a company listed on the Nasdaq Stock Market, including current reports on Form 8-K, registration statements, periodic reports, proxy statements, and press releases required or permitted thereunder.

16.3 Notice. Any notice, request, demand, or consent required or permitted to be given hereunder shall be in writing and delivered in person or by certified letter, with return receipt requested, or by prepaid overnight delivery service, or by facsimile or email addressed to the Party for whom it is intended at the following addresses:

If to Seller, to:

Reger Oil, Inc.

426 Ferndale Road South

Wayzata, MN 55391

Attn: Mr. Michael Reger

Email: mreger@regeroi.com

If to Buyer, to:

Callan Power LLC

244 Flightline Drive,

Spring Branch, Texas 78070]

Attn: Mr. Wayne Williams

Email: wwilliams@coldchain-tech.com

With a copy (which shall not constitute notice) to:

Sichenzia Ference Ross Carmel, LLP

1185 Avenue of the Americas, 26th Floor

New York, NY 10036

Attn: Ross. D. Carmel, Esq.

Email: rcarmel@srfc.law

or at such other address as any of the above shall specify by like notice to the other.

If to Callan:

244 Flightline Drive

Spring Branch, Texas 78070

Attn: Mr. Wayne Williams

Email: wwilliams@coldchain-tech.com

16.4 Press Releases and Public Announcements. No Party shall make any press release or other public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other; provided, however, the foregoing shall not restrict disclosures by Buyer or Seller (i) that are required by applicable securities or other laws or regulations or the applicable rules of any stock exchange having jurisdiction over the disclosing party or its Affiliates, or (ii) to Governmental Authorities and third Persons holding preferential rights to purchase or rights of consent that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to obtain waivers of such right or such consents.

16.5 Governing Law. This Agreement is governed by and will be construed according to the laws of the State of Nevada, excluding any conflicts-of-law rule or principle that might apply the law of another jurisdiction. EACH PARTY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LAWSUIT, ACTION, OR PROCEEDING BETWEEN OR AMONG THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16.6 Schedules and Exhibits. The Schedules and Exhibits attached to this Agreement are incorporated into and made a part of this Agreement.

16.7 Expenses, Taxes and Recording.

(a) Each Party shall be solely responsible for all costs and expenses incurred by it in connection with this transaction (including fees and expenses of its counsel and accountants) and shall not be entitled to any reimbursements from the other Party, except as otherwise provided in this Agreement, regardless of whether the Closing occurs.

(b) Buyer shall file all necessary Tax returns and other documentation with respect to all transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees, and, if required by applicable Law, Seller shall join in the execution of any such Tax returns and other documentation. Notwithstanding anything set forth in this Agreement to the contrary, Buyer shall pay any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees incurred in connection with this Agreement and the transactions contemplated hereby.

(c) Buyer shall, at its own cost, immediately record all instruments of conveyance and sale in the appropriate office of the state and county in which the lands covered by such instrument are located. Buyer shall immediately file for and obtain the necessary approval of all Governmental Authorities to the assignment of the Assets and shall immediately file all change of operator forms to effect the change of operator where applicable. The assignment of any state, federal or Indian tribal oil and gas leases shall be filed in the appropriate governmental offices on a form required and in compliance with the applicable rules of the applicable Governmental Authority. Buyer shall supply Seller with a true and accurate photocopy, .pdf or similar image file reflecting the recording information of all the recorded and filed assignments within a reasonable period of time after their recording and filing.

(d) Asset Taxes with respect to the Tax period in which the Closing occurs shall be apportioned between Seller and Buyer as of the Closing Date, with Seller responsible for the portion of such Asset Taxes allocable to the period ending on the day immediately preceding the Closing Date and Buyer responsible for the portion allocable to the period beginning on the Closing Date. Asset Taxes that are based on or measured by production or the receipt of proceeds therefrom shall be apportioned on the basis of the number of units actually produced or the proceeds actually received, as applicable; all other Asset Taxes shall be apportioned on a per diem basis. If either Party pays Asset Taxes for which the other Party is responsible under this Section 16.7(d), such other Party shall reimburse the paying Party within thirty (30) days after receipt of an invoice therefor.

16.8 Assignment. This Agreement or any part hereof may not be assigned by either Party without the prior written consent of the other Party; provided, however, upon notice to the other Party, but without the need to obtain such other Party’s consent, either Party shall have the right (i) to assign all or part of its rights (but none of its obligations) under this Agreement in order to qualify the transfer of the Assets as a “like-kind” exchange for federal Tax purposes, or (ii) to assign this Agreement to an Affiliate of such assigning Party, provided that the assigning Party shall not be relieved of its obligations hereunder. Subject to the foregoing, this Agreement is binding upon the Parties hereto and their respective successors and assigns.

16.9 Entire Agreement; No Reliance. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, superseding all prior negotiations, discussions, agreements and understandings, whether oral or written, relating to such subject matter, except that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. Each of the Parties expressly waives reliance on any facts, promises, undertakings, representations or warranties made by any other Party or such Party’s Representatives prior to the execution of this Agreement to the extent such facts, promises, undertakings, representations or warranties are not expressly reflected herein or in the Confidentiality Agreement.

16.10 Severability. In the event that any one or more covenants, clauses or provisions of this Agreement shall be held invalid or illegal, such invalidity or unenforceability shall not affect any other provisions of this Agreement.

16.11 Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

16.12 Disclaimers Conspicuous. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, ALL LANGUAGE IN IN THIS AGREEMENT IN ALL CAPITAL LETTERS ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE, OR ORDER.

16.13 Certain Interpretive Matters.

(a) Unless the context otherwise requires, (i) all references to Articles, Sections, Schedules or Exhibits are to Articles, Sections, Schedules or Exhibits of or to this Agreement, (ii) “or” is disjunctive but not necessarily exclusive, (iii) words expressed in the singular include plural and vice versa, (iv) the word “including” means “including without limitation,” (v) the word “days” means “calendar days” unless specified as “business days,” (vi) all references to “funds” or “$” are to lawful currency of the United States of America, and (vii) with respect to all dates and time periods in this Agreement, time is of the essence.

(b) No provision of this Agreement will be interpreted in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.

(c) Except with respect to Persons entitled to indemnification hereunder, nothing contained in this Agreement, express or implied, is intended to confer upon any other person or entity (other than the Parties, and their respective successors and permitted assigns) any benefits, rights or remedies or constitute a ratification or assumption of any type.

16.14 Counterpart Execution. This Agreement may be executed in any number of counterparts, and each such counterpart, when executed and delivered, including by facsimile or electronically, shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

16.15 Waiver of Certain Damages. Each of the Parties hereby waives and agrees not to seek consequential, special, exemplary or punitive damages, lost profits, lost business opportunities, or diminution in value with respect to any Claim, Proceeding, controversy or dispute arising out of or relating to this Agreement or the breach hereof, including any indemnification claim pursuant hereto, other than any such damages payable to any third party in respect of which a Party is otherwise entitled to indemnification hereunder.

16.16 No Waiver. No waiver by any Party of any condition of this Agreement or of any breach by any Party of any of the obligations or representations hereunder shall be deemed to be a waiver of any other condition or subsequent breach of the same or any other obligation or representation by any Party. Forbearance by any Party to seek a remedy for any noncompliance or breach by any other Party shall not be deemed to be a waiver by the first such Party of its rights and remedies with respect to any such noncompliance or breach.

[Remainder of page intentionally left blank]

Executed as of the day and year first above written.

	Seller:

	REGER OIL, INC.

	By:	/s/ Michael Reger
	Name:	Michael Reger
	Title:	Chief Executive Officer

	Buyer:

	CALLAN POWER LLC

	By:	/s/ Wayne Williams
	Name:	Wayne Williams
	Title:	Managing Member

	CALLAN JMB INC

	By:	/s/ Wayne Williams
	Name:	Wayne Williams
	Title:	Chief Executive Officer

EXHIBIT A

SCHEDULE OF LEASES AND LANDS

Attached to and made a part of that certain Asset Purchase and Sale Agreement dated as of August 19, 2026, by and between Reger Oil, Inc., a Nevada corporation (“Seller”), and Callan Power LLC (“Buyer”), and Callan JMB Inc.

The following oil and gas leases, insofar and only insofar as they cover the lands described below, all situated in Sheridan County, Montana, comprise the “Leases” under the above-referenced Asset Purchase and Sale Agreement:

No.	Lessor	Lessee	Gross Acres	Legal Description
1	Bruce L. Arneklev and Dixie M. Arneklev, individually and as husband and wife	Michael J. O’Toole	280.00	[***]
2	Duane R. Arneklev and Nancy L. Arneklev, individually and as husband and wife	Michael J. O’Toole	280.00	[***]
3	Tyler Clayton Beach, single	Michael J. O’Toole	798.17	[***]
4	Valerie Beck and Paul Beck, individually and as wife and husband	Michael J. O’Toole	320.00	[***]
5	Karen Darlow and John Darlow, individually and as wife and husband	Michael J. O’Toole	320.00	[***]
6	Darrold Duane Gjesdal, a married man dealing in his sole and separate property	Michael J. O’Toole	280.00	[***]
7	Cheryl Gleason, a married woman dealing in her sole and separate property	Michael J. O’Toole	798.17	[***]
8	Connie Grove and David Rasmussen, as Co-Trustees of the Albert and Thelma Rasmussen Mineral Trust	Michael J. O’Toole	640.00	[***]
9	Sandra Haze, single	Michael J. O’Toole	640.00	[***]
10	Dallas M. Johnson and Josephine Johnson, individually and as husband and wife	Michael J. O’Toole	320.00	[***]
11	Craig Lee, a married man dealing in his sole and separate property	Michael J. O’Toole	160.00	[***]
12	David Lee, a married man dealing in his sole and separate property	Michael J. O’Toole	160.00	[***]
13	Wade Lee, a single man	Michael J. O’Toole	160.00	[***]
14	Laurie Lovegren, a married woman dealing in her sole and separate property, heir of Bernice Sorensen, deceased	Michael J. O’Toole	160.00	[***]

No.

Lessor

Lessee

Gross