UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~December 3031, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-56381

OKMIN RESOURCES INC.

(Exact Name of Registrant as specified in its charter)

Nevada		85-4401166
(State of Incorporation)		(I.R.S. Employer Identification No.)

16501 Ventura Boulevard, Suite 400, Encino, CA		91436
(Address of principal executive offices)		(Zip Code)

(818) 201-3727

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

As of ~~November~~February 2423, ~~2025~~2026, there were 125,~~576~~689,~~035~~287 shares of the registrant’s common stock, $0.0001 par value per share, issued and outstanding.

OKMIN RESOURCES INC.

FORM 10-Q

~~For~~December ~~the~~31, ~~period ended~~2025

September 30, 2025

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
Item 3.	Qualitative and Quantitative Disclosures about Market Risk	1517
Item 4.	Controls and Procedures	1517
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	1719
Item 1A.	Risk Factors	1719
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1719
Item 3.	Defaults Upon Senior Securities	1719
Item 4.	Mine Safety Disclosures	1719
Item 5.	Other Information	1719
Item 6.	Exhibits	1719

SIGNATURES 1820

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, and information contained in other reports that we file with the Securities and Exchange Commission (“SEC”). You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Unless otherwise indicated, references in this report to “we,” “us” or the “Company” refer to Okmin Resources, Inc. and its subsidiaries.

PART I1 – FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS.

OKMIN RESOURCES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			June 30
	December 31,			June 30
	2025			2025
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~13,623~~705		$	11,488
Total current assets		~~13,623~~705			11,488
Oil and gas properties, net		9670,~~090~~689			53,713
Black Rock Joint Venture		—			68,084
Other receivables		25,000			—
Other receivables, net of allowance for doubtful accounts of $25,000 (June 30, 2025 - $0nil)		—
Other assets and restricted cash		~~165~~2,022			37
Total noncurrent assets		~~121~~72,~~255~~711			121,834
TOTAL ASSETS	$	~~134~~73,~~878~~416		$	133,322
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3839,~~630~~013		$	32,500
Accrued liabilities – related party		~~479~~519,~~250~~750			438,750
Accrued interest payable – current portion		—			63,956
Note payable – current portion		—			131,135
Other liabilities		75,557			87,586
Bridge loan payable – related party		10,000			—
Total current liabilities		593,437			753,927
Other liabilities		87,826			87,586
Total current liabilities		656,589			753,927
Stockholders’ Equity (Deficit):
Preferred Stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively		500			500
Preferred Stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively		500			500
Common stock, $0.0001 par value, 750,000,000 shares authorized, 125,576,035 and 117,899,921 issued and outstanding at September 30, 2025 and June 30, 2025, respectively		12,558			11,790
Common stock, $0.0001 par value, 750,000,000 shares authorized, 125,689,287 and 117,899,921 issued and outstanding at December 31, 2025 and June 30, 2025, respectively		12,569			11,790
Additional paid-in capital		1,~~907~~912,~~498~~036			1,672,790
Accumulated deficit		(2,~~379~~508,~~115~~278	)		(2,305,685	)
Total stockholders’ equity (deficit)		(~~458~~583,~~559~~173	)		(620,605	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	~~134~~73,~~878~~416		$	133,322

The accompanying notes are an integral part of these financial statements.

OKMIN RESOURCES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024
Revenue
Oil and gas sales	$	2,088		$	5,991
Cost of revenue		(6,968	)		(9,717	)
Gross profit (loss)		(4,880	)		(3,726	)
Operating expenses:
General and administrative expense		79,588			59,379
Depreciation, depletion and amortization		707			1,359
Total operating expenses		80,295			60,738
(Loss) from operations		(85,175	)		(64,464	)
Other (expense)
Interest income		34			—
Interest expense		(5,070	)		(3,828	)
Gain on forgiveness of accounts payable		16,761			507
Other income		19			—
Total other income (expense)		11,744			(3,321	)
(Loss) before taxes		(73,430	)		(67,785	)
Provision for income taxes		—			—
Net loss	$	(73,430	)	$	(67,785	)
Net income (loss) per share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
Basic		118,825,066			114,424,921
Diluted		174,479,870			171,199,610

(Unaudited)

The accompanying notes are an integral part of these financial statements.


	Three Months Ended December 31, 2025			Three Months Ended December 31, 2024			Six Months Ended December 31, 2025			Six Months Ended December 31, 2024
Revenue
Oil and gas sales	$	2,814		$	5,312		$	4,902		$	11,303

Cost of revenue		(8,055	)		(11,062	)		(15,022	)		(20,779	)
Gross profit (loss)		(5,241	)		(5,750	)		(10,120	)		(9,476	)

Operating expenses:
General and administrative expense		68,939			192,879			148,527			252,258
Depreciation, depletion and amortization		636			1,359			1,343			2,718
Allowance for doubtful accounts		25,000			—			25,000			—
Impairment		24,765			15,761			24,765			15,761
Total operating expenses		119,340			209,999			199,635			270,737

(Loss) income from operations		(124,581	)		(199,818	)		(209,755	)		(264,452	)

Other Income (expense)
Interest income		5			388			38			895
Interest expense		(4,623	)		(3,678	)		(9,694	)		(7,507	)
Other income		38			282			16,818			282
Total other income (expense)		(4,580	)		(3,008	)		7,162			(6,330	)

(Loss) income before taxes		(129,161	)		(202,826	)		(202,593	)		(270,782	)

Provision for income taxes		—			—			—			—


Total net (loss)	$	(129,161	)	$	(218,757	)	$	(202,593	)	$	(286,543	)

Net (loss) per share
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding
Basic		125,578,497			115,990,410			122,201,782			115,211,943

2The accompanying notes are an integral part of these financial statements.

~~OKMIN RESOURCES INC. AND SUBSIDIARIES~~2

~~CONDENSED~~OKMIN ~~STATEMENTS~~RESOURCES OFINC. ~~CHANGES~~AND ~~IN STOCKHOLDERS' EQUITY (DEFICIT)~~SUBSIDIARIES

~~For~~CONDENSED ~~the~~CONSOLIDATED ~~Three~~STATEMENTS ~~Months~~OF ~~Ended~~CHANGES ~~September 30, 2025 and~~IN ~~2024~~STOCKHOLDERS' DEFICIT

									Additional					Stockholders'
	Preferred Stock				Common Stock				Paid-In		Accumulated			Equity/
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance June 30, 2024		5,000,000	$	500		114,424,921	$	11,443	$	1,530,037	$	(1,708,518	)	$	(166,538	)
Net loss		—		—		—		—		—		(67,785	)		(67,785	)
Balance September 30, 2024		5,000,000	$	500		114,424,921	$	11,443	$	1,530,037	$	(1,776,303	)	$	(234,323	)
Shares issued for services		—		—		3,475,000		347		142,753		—			143,100
Net loss				—		—		—		—		(529,382	)		(529,382	)
Balance June 30, 2025		5,000,000	$	500		117,899,921	$	11,790	$	1,672,790	$	(2,305,685	)	$	(620,605	)
Shares issued for debt conversion		—		—		6,503,024		651		194,440					195,091
Shares issued for services		—		—		173,090		17		10,368					10,385
Private placement		—		—		1,000,000		100		29,900					30,000
Net loss		—		—		—		—		—		(73,430	)		(73,430	)
Balance September 30, 2025		5,000,000	$	500		125,576,035	$	12,558	$	1,907,498	$	(2,379,115	)	$	(458,559	)

For the Six Months Ended December 31, 2025 and 2024

~~The accompanying notes are an integral part of these financial statements.~~(Unaudited)


									Additional					Stockholders'
	Preferred Stock				Common Stock				Paid-In		Accumulated			Equity/
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balance June 30, 2024		5,000,000	$	500		114,424,921	$	11,443	$	1,530,037	$	(1,708,518	)	$	(166,538	)

Shares issued for services		—		—		2,975,000		297		118,703		—			119,000
Net loss		—		—		—		—		—		(286,543	)		(286,543	)

Balance December 31, 2024		5,000,000	$	500		117,399,921	$	11,740	$	1,648,740	$	(1,995,061	)	$	(334,081	)

Shares issued for services		—		—		500,000		50		24,050		—			24,100
Net loss		—		—		—		—		—		(310,624	)		(310,624	)

Balance, June 30, 2025		5,000,000	$	500		117,899,921	$	11,790	$	1,672,790		(2,305,685	)		(620,605	)

Shares issued for debt conversion		—		—		6,503,024		651		194,440		—			195,091
Shares issued for services		—		—		286,342		28		14,906		—			14,934
Private placement		—		—		1,000,000		100		29,900		—			30,000
Net loss		—		—		—		—		—		(202,593	)		(202,593	)

Balance December 31, 2025		5,000,000	$	500		125,689,287	$	12,569	$	1,912,036	$	(2,508,278	)	$	(583,173	)

~~OKMIN~~The ~~RESOURCES~~accompanying ~~INC.~~notes ~~AND~~are ~~SUBSIDIARIES~~an integral part of these financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW~~3

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024
Cash Flows from Operating Activities
Net loss	$	(73,430	)	$	(67,785	)
Adjustments to reconcile net loss to net cash from (used in) operations:
Depreciation and Amortization		707			1,359
Changes in operating assets and liabilities
Accrued Product Sale (O&G)		(128	)		(33	)
Issuance of common stock for services		10,385
Accounts payable and accrued liabilities		63,391			69,951
Gain from forgiveness of accounts payable		(16,761	)
Other liabilities		(12,029	)
Net cash (used in) provided by operating activities		(27,865	)		7,320
Cash Flows from Financing Activities
Note repayment		—			(6,000	)
Private Placement of Common Stock		30,000
Net cash provided by (used in) financing activities		30,000			(6,000	)
Net change in cash		2,135			1,320
Cash - beginning of period		11,488			72,281
Cash - end of period	$	13,623		$	73,602
Non-cash investing and financing activities
Common stock issued for Note Repayment		195,091			—
Common stock issued for Accrued Interest Payable		63,956			—
Common stock issued for services		10,385			143,100

OKMIN RESOURCES INC. AND SUBSIDIARIES

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~are an integral part of these~~OF ~~financial~~CASH ~~statements.~~FLOW

4(Unaudited)

OKMIN RESOURCES INC. AND SUBSIDIARIES



	Six Months Ended December 31,
	2025			2024
Cash Flows from Operating Activities
Net (loss)	$	(202,593	)	$	(286,543	)
Adjustments to reconcile net loss to net cash from (used in) operations
Depreciation and amortization		1,343			2,718
Adjustments to reconcile net loss to net cash from operations:
Accrued oil and gas sales		(1,985	)		65
Issuance of common stock for services		14,934			119,000
Impairment of oil and gas properties		24,765			15,761
Allowance for doubtful accounts		25,000			—
Accounts payable and accrued liabilities		104,274			146,485
Gain on forgiveness of accounts payable		(16,761	)		—
Other liabilities		240			—
Net cash from operating activities		(50,783	)		(2,514	)

Cash Flows from Investing Activities
Investment in oil and gas properties		—			—
Net cash from investing activities		—			—

Cash Flows from Financing Activities
(Repayment of) note payable		—			(12,000	)
Private placement of common stock		30,000			—
Bridge loan		10,000			—
Net cash from financing activities		40,000			(12,000	)


Net change in cash		(10,783	)		(14,514	)
Cash - beginning of period		11,488			72,281
Cash - end of period	$	705		$	57,767

Non-cash Transactions
Common stock issued for note repayment	$	195,091			—
Common stock issued for accrued interest payable	$	63,956			—
Common stock issued for services	$	14,934		$	119,000

~~NOTES~~The TOaccompanying ~~THE~~notes ~~CONDENSED~~are ~~CONSOLIDATED~~an ~~FINANCIAL~~integral ~~STATEMENTS~~part of these financial statements.

~~As of September 30, 2025~~4

~~1. ORGANIZATION AND~~OKMIN ~~NATURE~~RESOURCES OFINC. ~~OPERATIONS~~AND SUBSIDIARIES

~~Business~~NOTES ~~description~~TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Okmin~~As ~~Resources,~~of ~~Inc. (collectively with its subsidiaries, “Okmin” or the “Company”) was incorporated in Nevada in~~ December ~~2020 to engage in the business of the acquisition~~31, ~~exploration~~ ~~and development of oil and gas properties, mineral rights, and other natural resource assets.~~2025

~~Okmin has been focused on the acquisition and development of domestic oil and gas fields and investing in lower profile rework and recompletion opportunities with lower entry costs~~1. ORGANIZATION ~~The~~AND ~~Company's initial~~NATURE ~~projects~~OF ~~are located in Oklahoma and Kansas.~~ OPERATIONS

~~The~~Business Company has two wholly owned subsidiaries that conduct oil and gas activities: Okmin Operations, LLC, organized on May 25, 2021 in the State of Kansas, and Okmin Energy LLC, organized on November 21, 2021 in the State of Oklahoma.description

~~The~~Okmin Resources, Inc. (collectively with its subsidiaries, “Okmin” or the “Company”) ~~has~~was anincorporated ~~interest~~in Nevada in ~~three~~December ~~separate~~2020 ~~projects:~~to engage in the business of the acquisition, exploration and development of oil and gas properties, mineral rights, and other natural resource assets.

1)Okmin Ahas ~~72.5%~~been ~~Net~~focused ~~Revenue~~on ~~Interest~~the inacquisition ~~the~~and ~~Vitt~~development of domestic oil ~~lease~~and gas fields and investing in lower profile rework and recompletion opportunities with lower entry costs. The Company's initial projects are located in ~~Neosho~~Oklahoma ~~County,~~and Kansas.

2)The ACompany ~~10%~~has ~~overriding~~two ~~royalty~~wholly ~~interest~~owned subsidiaries that conduct oil and gas activities: Okmin Operations, LLC, organized on May 25, 2021 in ~~West~~the ~~Sheppard~~State ~~Pool~~of Kansas, aand ~~natural~~Okmin ~~gas~~Energy ~~project~~LLC, organized on November 21, 2021 in ~~Northeast~~the State of Oklahoma.

3)The ACompany ~~95%~~has ~~Joint~~an ~~Venture~~ interest in ~~Pushmataha,~~three aseparate ~~natural gas project in Southeast Oklahoma~~projects:

~~Subsequent~~1) toA ~~the~~72.5% ~~end~~Net ofRevenue ~~its~~Interest ~~fiscal~~in ~~year ended June 30, 2025,~~ the ~~Company~~Vitt ~~disposed~~oil oflease ~~its~~located ~~entire interest~~ in ~~the~~Neosho ~~Blackrock JV for consideration of $25~~County,~~000~~ ~~cash and an additional 45% interest in the Pushmataha joint venture. This transaction increased the Company’s interest in Pushmataha from 50% to 95%.~~Kansas

~~The~~2) ~~Company~~A ~~has~~10% ~~not~~overriding ~~conducted~~royalty ~~any~~interest ~~reserve~~in ~~evaluations or~~West ~~calculations~~Sheppard Pool, ~~and~~a ~~there~~natural ~~are~~gas ~~currently~~project noin ~~proven~~Northeast ~~reserves on any of the Company’s properties.~~Oklahoma

~~Our~~3) ~~business~~A ~~strategy~~95% isJoint toVenture ~~enhance~~interest ~~the~~in ~~value~~Pushmataha, ofa ~~our acquired~~natural ~~operated~~gas ~~assets~~project ~~through evaluation of certain properties with the goal of increasing production. We plan to deploy capital~~ in a ~~strategic~~Southeast ~~manner and pursue value-enhancing transactions and expect to continuously evaluate strategic alternative opportunities that we believe will enhance shareholder value.~~Oklahoma

~~Subject~~During to the ~~Company~~period ~~being~~ended ~~able~~December to31, ~~secure~~2025, ~~adequate~~the Company ~~additional~~disposed ~~financing,~~of ~~Okmin~~its ~~may~~entire ~~also~~interest ~~acquire~~in the ~~rights~~Blackrock toJV ~~and~~for ~~participate~~consideration inof ~~drilling~~$25,000 cash and~~/or~~ ~~other~~an ~~mining~~additional ~~operations.~~45% ~~The~~financial ~~Company~~interest ~~will~~in the ~~evaluate~~Pushmataha ~~other~~joint ~~strategic~~venture. ~~corporate~~This ~~opportunities~~transaction asincreased ~~they~~the ~~become~~Company’s ~~available~~financial interest in Pushmataha from ~~time~~50% to ~~time~~95%.

The Company’s ~~activities~~has ~~are~~not ~~subject~~conducted toany ~~significant~~reserve evaluations ~~risks~~or calculations, and ~~uncertainties,~~there ~~including~~are ~~failing~~currently tono ~~secure~~proven ~~additional~~reserves ~~funding~~on toany ~~advance~~of the Company’s ~~current plan to rework and possibly develop its existing projects and to identify and acquire new projects~~properties.

~~The~~Our ~~Company’s~~business ~~fiscal~~strategy ~~year~~is ~~end~~to isenhance ~~June~~the 30value of our acquired operated assets through evaluation of certain properties with the goal of increasing production. We plan to deploy capital in a strategic manner and pursue value-enhancing transactions and expect to continuously evaluate strategic alternative opportunities that we believe will enhance shareholder value.

2Subject to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. ~~SUMMARY~~ OFThe ~~SIGNIFICANT~~Company ~~ACCOUNTING~~will evaluate ~~POLICIES~~other strategic corporate opportunities as they become available from time to time.

~~Basis~~The ofCompany’s ~~Presentation~~activities are subject to significant risks and uncertainties, including failing to secure additional funding to advance the Company’s current plan to rework and possibly develop its existing projects and to identify and acquire new projects.

The Company’s ~~maintains~~fiscal ~~its~~year ~~accounts~~end onis ~~the~~June ~~accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”)~~30. ~~Accounting principles followed and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below.~~

~~The financial statements are presented on a consolidated basis and include all of the accounts of Okmin Resources, Inc and its subsidiaries~~2. SUMMARY ~~All~~OF ~~significant~~SIGNIFICANT ~~intercompany~~ACCOUNTING ~~balances and transactions have been eliminated.~~POLICIES

~~Use~~Basis of ~~Estimates~~Presentation

The ~~preparation~~Company ofmaintains ~~financial~~its ~~statements~~accounts on the accrual method of accounting in ~~conformity~~accordance with accounting principles generally accepted in the United States of America ~~requires~~(“GAAP”). Accounting ~~management~~principles tofollowed ~~make estimates~~ and ~~certain~~the ~~assumptions~~methods ~~that~~of ~~affect~~applying ~~the~~those ~~amounts reported~~principles, inwhich ~~these~~materially ~~consolidated~~affect ~~financial~~the ~~statements~~determination ~~and~~of ~~accompanying~~financial ~~notes.~~position, results ~~Actual~~of ~~results~~operations ~~could~~and ~~differ~~cash ~~from~~flows ~~these~~are ~~estimates~~summarized below.

5The financial statements are presented on a consolidated basis and include all of the accounts of Okmin Resources, Inc and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

~~OKMIN~~Use ~~RESOURCES~~of ~~INC. AND SUBSIDIARIES~~Estimates

~~NOTES~~The TOpreparation ~~THE~~of ~~CONDENSED~~financial ~~CONSOLIDATED~~statements ~~FINANCIAL~~in ~~STATEMENTS~~conformity with accounting principles generally accepted in the United States of America requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

~~As of September 30, 2025~~5

~~Cash~~OKMIN ~~and~~RESOURCES ~~cash~~INC. ~~Equivalents~~AND SUBSIDIARIES

~~The~~NOTES ~~Company~~TO ~~considers~~THE ~~all~~CONDENSED ~~highly~~CONSOLIDATED ~~liquid~~FINANCIAL ~~temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2025, the Company cash totaled $13,623.~~STATEMENTS

~~Oil~~As ~~and~~of ~~gas~~December ~~properties~~31, 2025

~~The~~Cash ~~Company uses the full cost method of accounting for exploration~~ and ~~development~~cash activities as defined by the Securities and Exchange Commission (“SEC”). Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Equivalents

~~Oil~~The ~~and~~Company ~~gas~~considers ~~properties~~all ~~include~~highly ~~costs~~liquid ~~that are excluded~~temporary ~~from~~cash ~~costs being depleted or amortized. Oil and natural gas property costs excluded represent~~ investments ~~in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated~~ with ~~leasehold~~an ororiginal ~~drilling~~maturity ~~interests and exploration drilling costs. The Company allocates a portion~~ of ~~its~~three ~~acquisition~~months ~~costs~~or toless ~~unevaluated properties based on relative value. Costs are transferred~~ to ~~the~~be ~~full~~cash ~~cost pool as the properties are evaluated over the life of the reservoir~~equivalents. ~~Unevaluated~~At ~~properties~~December ~~are reviewed for impairment annually and are determined through an evaluation considering~~31, ~~among other factors~~2025, ~~seismic data, requirements to relinquish acreage, drilling results, remaining time in~~ the ~~commitment~~Company ~~period,~~cash ~~remaining capital plan, and political, economic, and market conditions~~totaled $705.

~~Gains~~Oil and ~~losses on the sale of oil and~~ gas properties are not generally reflected in income unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation.

~~Depreciation~~The Company uses the full cost method of accounting for exploration and development activities as defined by the Securities and Exchange Commission (“SEC”). Under this method of accounting, ~~depletion~~the costs of unsuccessful, as well as successful, exploration and ~~amortization~~development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves.

~~The~~Oil ~~depreciable~~and ~~base~~gas ~~for~~properties ~~oil~~include costs that are excluded from costs being depleted or amortized. Oil and natural gas ~~properties includes~~property ~~the~~costs ~~sum~~excluded ofrepresent ~~all~~investments ~~capitalized~~in ~~costs~~unevaluated ~~net~~properties ofand include ~~accumulated~~non-producing ~~depreciation~~leasehold, ~~depletion~~geological, and ~~amortization~~geophysical ~~(“DD&A”),~~costs ~~estimated future~~associated ~~development~~with ~~costs~~leasehold ~~and~~or ~~asset~~drilling ~~retirement~~interests ~~costs~~and ~~not~~exploration ~~included~~drilling costs. inThe ~~oil~~Company ~~and~~allocates ~~natural~~a ~~gas~~portion ~~properties,~~of ~~less~~its acquisition costs ~~excluded~~to ~~from~~unevaluated ~~amortization~~properties based on relative value. Costs are transferred ~~The~~to ~~depreciable~~the ~~base~~full cost pool as the properties are evaluated over the life of ~~oil~~the reservoir. Unevaluated properties are reviewed for impairment annually and ~~natural~~are ~~gas~~determined ~~properties~~through isan ~~amortized~~evaluation onconsidering, aamong ~~unit-of-production~~other ~~method~~factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions.

~~Asset~~Gains ~~retirement~~and ~~obligations~~losses on the sale of oil and gas properties are not generally reflected in income unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation.

~~The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made~~Depreciation, ~~with the corresponding charge capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period~~depletion, and ~~the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability.~~amortization

~~Inherent~~The indepreciable ~~the~~base ~~fair~~for ~~value~~oil ~~calculation~~and ofnatural angas ~~ARO are~~properties ~~numerous~~includes ~~assumptions and judgments including~~ the ~~ultimate~~sum ~~settlement~~of ~~amounts,~~all ~~inflation~~capitalized ~~factors,~~costs ~~credit~~net ~~adjusted~~of ~~discount~~accumulated ~~rates~~depreciation, ~~timing of settlement~~depletion, and ~~changes~~amortization ~~in the legal~~(“DD&A”), ~~regulatory,~~estimated future ~~environmental,~~development costs and ~~political~~asset ~~environments.~~retirement Tocosts ~~the~~not ~~extent~~included ~~future~~in ~~revisions~~oil toand ~~these assumptions~~natural ~~impact~~gas ~~the fair value of the existing ARO liability~~properties, aless ~~corresponding~~costs ~~adjustment~~excluded isfrom ~~made to the oil and gas property balance~~amortization. ~~Settlements~~The ~~greater~~depreciable ~~than~~base orof ~~less~~oil ~~than~~and ~~amounts~~natural ~~accrued~~gas asproperties ~~ARO~~is ~~are~~amortized ~~recorded~~on as a ~~gain~~unit-of-production ~~or loss upon settlement~~method.

~~Fair~~Asset ~~Value~~retirement obligations

The ~~Company~~fair ~~measures~~value ~~and~~of ~~discloses~~a ~~the~~liability ~~estimated~~for ~~fair~~an ~~value~~asset’s ofretirement ~~financial~~obligation ~~assets~~(“ARO”) ~~and~~is ~~liabilities~~recognized ~~using~~in the period in which an obligation occurs if a reasonable estimate of fair value ~~hierarchy~~can inbe ~~accordance~~made, with ~~ASC~~the ~~820,~~corresponding ~~“Fair~~charge ~~Value~~capitalized ~~Measurements~~as part of the carrying amount of the related ~~and~~long-lived ~~Disclosures”~~asset. The ~~fair~~liability ~~value~~is ~~hierarchy~~accreted ~~has~~to ~~three~~its ~~levels~~then-present value each subsequent period, ~~which~~and ~~are~~the ~~based~~capitalized oncost ~~reliable~~is ~~available~~depleted over ~~inputs~~the useful life of ~~observable~~the ~~data~~related asset. ~~The~~ ~~hierarchy~~Abandonment ~~requires~~costs ~~the~~incurred ~~use~~are ofrecorded ~~observable~~as ~~market~~a ~~data~~reduction ~~when~~of ~~available~~the ARO liability.

~~ASC~~Inherent ~~820~~in ~~requires~~the fair value calculation of an ARO are ~~that~~numerous ~~assets~~assumptions and ~~liabilities~~judgments ~~measured~~including atthe ~~fair~~ultimate ~~value~~settlement ~~are~~amounts, ~~classified~~inflation factors, credit adjusted discount rates, timing of settlement, and ~~disclosed~~changes in ~~one~~the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the ~~following~~existing ~~three~~ARO ~~categories:~~liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

~~Level~~The ~~1—Quoted~~Company ~~market~~has reviewed its oil and gas projects and determined an ~~prices~~obligating ~~for~~event ~~identical~~has ~~assets~~not oroccurred. Therefore, the Company has not recognized any asset retirement obligation liabilities inas ~~active~~of ~~markets~~December 31, 2025 or ~~observable~~June ~~inputs~~30, 2025.

~~Level 2—Significant other observable inputs that observable market data can corroborate; and~~6

~~Level~~OKMIN ~~3—Significant unobservable~~RESOURCES ~~inputs~~INC. ~~that~~AND ~~observable market data cannot corroborate.~~SUBSIDIARIES

~~Financial~~NOTES ~~instruments~~TO ~~consist~~THE ~~principally~~CONDENSED ofCONSOLIDATED ~~cash and~~FINANCIAL cash equivalents, accounts receivable, prepaid expenses, oil and gas properties, accounts payable, accrued liabilities, note payable, and interest payable. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.STATEMENTS

6As of December 31, 2025

~~OKMIN~~Fair ~~RESOURCES INC. AND SUBSIDIARIES~~Value

~~NOTES~~The TOCompany ~~THE~~measures ~~CONDENSED~~and ~~CONSOLIDATED~~discloses ~~FINANCIAL~~the ~~STATEMENTS~~estimated fair value of financial assets and liabilities using the fair value hierarchy in accordance with ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available.

AsASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of ~~September~~the ~~30,~~following ~~2025~~three categories:

~~Fair~~Level ~~value~~1—Quoted ~~estimates are made at a specific point in time, based on relevant~~ market ~~information and information about the financial statement. These estimates are subjective in nature~~ ~~and~~prices ~~involve~~for ~~uncertainties~~identical ~~and~~assets ~~matters~~or ofliabilities ~~significant judgment and therefore cannot be determined with precision. Changes~~ in ~~assumptions could~~active ~~significantly~~markets ~~affect~~or ~~the~~observable ~~estimates~~inputs.

~~Revenue~~Level ~~recognition~~2—Significant other observable inputs that observable market data can corroborate; and

~~The~~Level ~~Company is not the operator of any of its oil~~3—Significant ~~and~~unobservable ~~gas~~inputs ~~properties.~~that ~~Sales~~observable ofmarket ~~all~~data ~~oil~~cannot ~~and gas produced are the responsibility of the property operator~~corroborate. The operator recognizes revenue when production is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred, title has transferred, and collectability is reasonably assured in accordance with ASC 606. The Company only recognizes oil and gas revenues when the operator has provided the Company with confirmation of the completed sale and the amount of the revenue attributable to the Company’s working interest has been determined.

~~Stock-based~~Financial ~~compensation~~instruments consist principally of cash and cash equivalents, accounts receivable, prepaid expenses, oil and gas properties, accounts payable, accrued liabilities, note payable, and interest payable. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

~~The~~Fair ~~Company~~value ~~accounts~~estimates ~~for~~are ~~stock-based~~made ~~compensation in~~at ~~accordance~~a ~~with~~specific ~~ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Stock-based compensation is recognized~~point ~~as compensation expense~~ in ~~the~~time, ~~financial statements~~ based on ~~the~~relevant ~~fair~~market ~~value~~information ~~which~~and isinformation ~~measured~~about on the ~~grant~~financial ~~date for stock-settled awards~~statement. ~~That~~ ~~expense~~These isestimates ~~recognized~~are ~~over~~subjective ~~the period during which a grantee is required to provide services~~ in ~~exchange for the award. Stock-based~~nature ~~compensation~~and ~~expense~~involve ~~recognized~~uncertainties ~~during~~and ~~the~~matters ~~period is based on the value~~ of ~~the~~significant ~~portion~~judgment ofand ~~share-based~~therefore ~~payment~~cannot ~~awards~~be ~~that~~determined iswith ~~ultimately expected~~precision. toChanges ~~vest during the period, or~~ in ~~the period of grant for awards that vest immediately without any future service condition. For~~assumptions ~~awards~~could ~~that~~significantly ~~vest~~affect ~~over time, previously recognized compensation cost is reversed if~~ the ~~service or performance conditions are not satisfied and the award is forfeited~~estimates.

~~Income~~Revenue ~~taxes~~recognition

~~Income~~The ~~taxes~~Company ~~are~~is ~~accounted~~not ~~for under~~ the ~~asset~~operator ~~and liability~~of ~~method~~any inof ~~accordance~~its ~~with~~oil and ~~ASC~~gas ~~740, “Income Taxes”~~properties. ~~Deferred~~Sales ~~tax~~of ~~assets~~all oil and ~~liabilities~~gas produced are ~~recognized~~the ~~for~~responsibility ~~future tax~~of ~~consequences attributable to differences between~~ the ~~financial~~property ~~statement~~operator. ~~carrying~~The ~~amounts~~operator ofrecognizes ~~existing~~revenue when ~~assets~~production ~~and~~is ~~liabilities,~~sold ~~their respective~~at ~~tax~~a ~~bases~~fixed ~~and~~or ~~operating~~determinable ~~loss~~price, ~~and~~persuasive ~~tax~~evidence ~~credit~~of ~~carryforwards.~~an ~~Deferred~~arrangement ~~tax~~exists, ~~assets~~delivery ~~and~~has ~~liabilities~~occurred, ~~are~~title ~~measured using enacted~~has ~~tax~~transferred, ~~rates~~and ~~expected~~collectability tois ~~apply~~reasonably toassured ~~taxable income~~ in ~~the~~accordance ~~years~~with ~~those~~ASC ~~temporary~~606. ~~differences~~The ~~are~~Company ~~expected~~only torecognizes beoil ~~recovered~~and orgas ~~settled.~~revenues ~~Under~~when ~~ASC 740,~~ the ~~effect~~operator onhas ~~deferred~~provided ~~tax~~the ~~assets~~Company ~~and~~with ~~liabilities~~confirmation orof athe ~~change~~completed insale ~~tax~~and ~~rate is recognized in income in~~ the ~~period~~amount ~~that~~of ~~includes~~ the ~~enactment~~revenue ~~date.~~attributable ~~Deferred tax assets are reduced~~ to ~~estimated~~the ~~amounts to be realized using a valuation allowance. A valuation allowance is applied when in management~~Company’s working ~~view,~~interest ithas isbeen ~~more likely than not that such deferred tax asset will be unable to be utilized~~determined.

~~3. GOING~~Stock-based ~~CONCERN~~compensation

The Company ~~currently~~accounts ~~has~~for ~~limited~~stock-based ~~operations~~compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). ~~These~~Stock-based compensation is recognized ~~condensed~~as ~~consolidated~~compensation expense in the financial statements ~~have~~based ~~been~~on ~~prepared~~the fair value which is measured on athe ~~going~~grant ~~concern~~date ~~basis,~~for stock-settled awards. That expense is recognized over the period during which ~~contemplates~~a grantee is required to provide services in exchange for the ~~realization~~award. Stock-based compensation expense recognized during the period is based on the value of ~~assets and~~the ~~settlement~~portion of ~~liabilities~~share-based ~~and~~payment ~~commitments~~awards inthat is ultimately expected to vest during the ~~normal~~period, ~~course~~or in the period of ~~business~~grant for awards that vest immediately without any future service condition. For awards that vest over time, previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.

AsIncome reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $73,430 for the three months ended September 30, 2025 (year ended June 30, 2025 - $597,167) and an accumulated deficit of $2,379,115 as of September 30, 2025 (June 30, 2025 - $2,305,685). These factors, among others, raise doubt about the Company’s ability to continue as a going concern.taxes

~~The~~Income ~~Company~~taxes ~~had~~are aaccounted ~~working~~for ~~capital~~under ~~deficit~~the ofasset ~~$554,814~~and asliability atmethod ~~September~~in ~~30,~~accordance ~~2025~~with ~~(as~~ASC ~~of June 30~~740, ~~2025~~“Income –Taxes”. ~~deficit~~Deferred oftax ~~$742,439)~~assets and ~~for~~liabilities ~~the~~are ~~remainder~~recognized offor ~~the~~future tax ~~2026~~consequences ~~fiscal~~attributable ~~year~~to ~~which~~differences ~~started in~~between ~~July~~the ~~2025,~~financial westatement ~~anticipate~~carrying ~~cash~~amounts ~~needs~~ of ~~approximately~~existing ~~$270,000~~assets ~~for~~and ~~general~~liabilities, ~~corporate~~their respective ~~overhead~~tax bases and ~~for~~operating ~~operations~~loss, onand ~~our~~tax ~~existing~~credit ~~lease properties~~carryforwards. ~~This~~Deferred ~~amount~~tax ~~does~~assets ~~not~~and ~~include~~liabilities ~~funding~~are ~~for~~measured ~~any~~using ~~potential~~enacted tax ~~workovers,~~rates ~~re-entries,~~expected ~~stimulation~~to ~~treatments~~apply ~~and~~to ~~recompletions~~taxable ~~of existing~~income ~~non~~in orthe ~~low~~years ~~producing~~those ~~wells.~~temporary ~~Any~~differences ~~new~~are ~~work~~expected onto ~~our~~be ~~properties~~recovered ~~will~~or ~~require additional capital~~settled. ~~Based~~Under ASC on740, the ~~Company’s~~effect ~~cash position~~on asdeferred oftax ~~September~~assets ~~30,~~and ~~2025,~~liabilities ~~additional~~or ~~financing~~a ~~will~~change bein ~~required~~tax torate ~~meet~~is ~~its~~recognized ~~budgeted~~in ~~expenditures~~income ~~for~~in ~~fiscal~~the ~~2026.~~period ~~Management~~that includes ~~intends~~the toenactment ~~raise~~date. ~~such~~Deferred ~~additional~~tax ~~funding~~assets ~~through~~are ~~debt~~reduced ~~financing~~to orestimated ~~private~~amounts ~~sales~~to ofbe ~~the~~realized ~~Company’s~~using ~~securities,~~a ~~but~~valuation noallowance. ~~assurance~~A ~~can~~valuation allowance beis ~~given~~applied ~~that~~when ~~such~~in ~~financing~~management’s ~~will~~view, beit ~~available~~is onmore ~~acceptable~~likely ~~terms~~than ornot atthat ~~all.~~such ~~Any~~deferred ~~new~~tax ~~work~~asset onwill ~~our~~be ~~properties~~unable ~~will~~to ~~require~~be ~~additional capital~~utilized.

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.7

~~The~~OKMIN ~~accompanying~~RESOURCES ~~condensed~~INC. ~~consolidated~~AND financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.SUBSIDIARIES

7NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~OKMIN~~As ~~RESOURCES~~of ~~INC.~~December 31, ~~AND SUBSIDIARIES~~2025

~~NOTES~~3. GOING ~~TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~CONCERN

AsThe ofCompany ~~September~~currently 30has limited operations. These condensed consolidated financial statements have been prepared on a going concern basis, ~~2025~~which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

4As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $202,593 for the six months ended December 31, 2025 (year ended June 30, 2025 - $597,167) and an accumulated deficit of $2,508,278 as of December 31, 2025 (June 30, 2025 - $2,305,685). ~~OIL~~ ~~AND~~These factors, among others, raise doubt ~~GAS~~about ~~PROPERTIES~~the Company’s ability to continue as a going concern.

~~Oklahoma~~The Company had a working capital deficit of $655,884 as at December 31, 2025 (as of June 30, 2025 – ~~Blackrock~~deficit ~~Joint~~of ~~Venture~~$742,439) and for the remainder of the 2026 fiscal year which started in July 2025, we anticipate cash needs of approximately $150,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on our properties will require additional capital. Based on the Company’s cash position as of December 31, 2025, additional financing will be required to meet its budgeted expenditures for fiscal 2026. Management intends to raise such additional funding through debt financing or private sales of the Company’s securities, but no assurance can be given that such financing will be available on acceptable terms or at all. Any new work on our properties will require additional capital.

InThe ~~February~~Company’s ~~2021,~~future ~~Okmin~~success ~~entered~~is ~~into~~dependent ~~a Joint Venture~~upon ~~Agreement~~its ~~and~~ability ~~Operating~~to ~~Agreement~~achieve ~~committing~~profitable ~~$100~~operations,~~000~~ ingenerate ~~the~~cash ~~initial~~from ~~phase~~operating toactivities ~~acquire~~and ~~working~~obtaining ~~interests~~additional infinancing. ~~ten~~If ~~oil~~such ~~and~~additional financing ~~gas~~is ~~leases~~not ~~located in~~available ~~Okmulgee~~on ~~and~~terms ~~Muskogee~~acceptable ~~Counties in~~to ~~Oklahoma.~~us ~~Under~~or ~~the~~at ~~Operating Agreement~~all, ~~Okmin’s~~then ~~Joint~~we ~~Venture~~may ~~partner,~~need ~~Blackrock~~to ~~Energy LLC~~curtail ~~(“Blackrock”)~~our ~~was~~operations ~~the~~and/or ~~Operator~~take ofadditional ~~the~~measures to ~~project,~~conserve ~~handling~~and ~~the~~manage ~~day-to-day~~our ~~operations~~liquidity onand ~~the~~capital ~~ground.~~resources, ~~Pursuant~~any toof which would have a ~~further agreement~~material ~~entered~~adverse ~~into~~effect on ~~June~~our 10financial position, results ~~2022~~of operations, ~~the~~and ~~Company~~our ~~added~~ability anto ~~additional~~continue ~~five~~as ~~oil~~a ~~and~~going ~~gas~~concern. ~~leases~~The ~~across~~condensed ~~739~~consolidated ~~acres~~financial tostatements ~~its~~do ~~joint~~not ~~venture~~include ~~with~~any ~~Blackrock,~~adjustments ~~thereby~~that ~~expanding~~might be necessary if the ~~overall~~Company ~~project~~is unable to ~~fifteen~~continue ~~leases~~as ~~covering~~a ~~over~~going ~~1,500 acres~~concern.

The ~~Company,~~accompanying ~~through~~condensed ~~its joint~~consolidated ~~venture partner Blackrock, put considerable effort into reworking and rehabilitating these leases. The land owner royalties~~financial onstatements ~~these~~do ~~leases~~not ~~derived~~include ~~from~~any ~~gross~~adjustments ~~revenue~~related ~~production varies from 12.5%~~ to ~~23.5%.~~the ~~State~~recoverability ~~production~~or ~~tax~~classification onof ~~oil~~asset-carrying ~~sales~~amounts isor ~~7%. In~~ the amounts and ~~fiscal~~classification ~~year~~of ~~ended~~liabilities ~~June~~that ~~30,~~may ~~2025,~~result should the Company’s ~~share~~be ofunable ~~revenues~~to ~~from~~continue ~~oil~~as ~~and~~a ~~gas~~going ~~sales from the Blackrock Joint Venture totaled only $1,268~~concern.

~~The property has been negatively affected by persistent infrastructure issues, nearly stagnant oil prices, and increasing operating costs~~4. ~~In August 2025, the Company~~ OIL ~~entered~~AND ~~into~~GAS an agreement with Blackrock to exchange its 50% working interest in the Blackrock Joint Venture for $25,000 cash and an additional 45% joint venture interest in the Pushmataha Gas Field. As a result of this transaction, the Company has disposed of its entire interest in the Blackrock Joint Venture.PROPERTIES

~~Kansas~~Oklahoma – Blackrock Joint Venture

In ~~July~~February 2021, ~~the~~Okmin ~~Company through~~entered ~~its~~into ~~wholly~~a ~~owned~~Joint ~~Kansas~~Venture Agreement ~~subsidiary,~~and ~~Okmin~~Operating ~~Operations,~~Agreement ~~LLC~~committing $100,000 ~~entered~~in ~~into~~the aninitial ~~agreement~~phase to acquire aworking ~~72.5%~~interests ~~Net~~in ~~Revenue~~ten ~~Interest~~oil ~~in the~~and ~~Vitt~~gas ~~Lease~~leases located in ~~Neosho~~Okmulgee ~~County,~~and ~~Kansas.~~Muskogee ~~Okmin~~Counties in ~~Operations,~~Oklahoma. ~~LLC~~Under ~~acquired~~ the ~~lease~~Operating ~~with~~Agreement, aOkmin’s ~~cash~~Joint ~~payment~~Venture ~~of $25~~partner,~~000~~ ~~together~~Blackrock ~~with~~Energy aLLC ~~commitment~~(“Blackrock”) towas ~~make~~the ~~additional~~Operator ~~capital~~of ~~and~~the ~~operating~~project, ~~expenditures~~handling ~~to rework~~ the ~~wells~~day-to-day operations on the ~~lease~~ground. InPursuant ~~the~~to ~~fiscal~~a ~~year ended June 30,~~further ~~2025~~agreement ~~lease~~entered ~~operating~~into ~~expenses~~on ~~recorded~~June ~~for the Vitt were nominal totaling under $1~~10,~~000.~~ ~~To date~~2022, the Company’s ~~aggregate~~added an additional ~~capital~~ ~~and~~five ~~lease~~oil ~~operating~~and ~~expenditures~~gas onleases ~~the~~across ~~lease~~739 ~~are~~acres ~~approximately~~to ~~$109,000.~~its ~~The~~joint ~~lease~~venture with ~~covers~~Blackrock, ~~160~~thereby ~~acres~~expanding ~~and~~the ~~includes~~overall ~~eleven~~project ~~existing oil~~to ~~and~~fifteen ~~gas~~leases ~~wells~~covering ~~and~~over ~~four~~1,500 ~~water injection wells~~acres.

The Company ~~has entered into an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC (“Petron”)~~, ~~pursuant~~through ~~to which Petron will handle~~its ~~the~~joint ~~reworking~~venture ofpartner ~~the existing wells and other day to day operations at the lease. Under the operating agreement~~Blackrock, put ~~the~~considerable ~~company~~effort ~~has fulfilled its~~into ~~commitment~~reworking ~~for expenditures to rework the existing wells~~ and torehabilitating ~~cover~~these ~~operator costs and expenses of at least $50,000~~leases. ~~Under the~~The ~~agreement,~~land Jowner ~~& S McCoy Enterprises and Earnest Ashlock, who is the principal of Petron, together will retain a 15% Net Revenue~~royalties ~~Interest~~on inthese ~~the~~leases ~~Vitt~~derived ~~Lease.~~from ~~Upon~~gross ~~the~~revenue ~~lease~~production ~~becoming fully operational,~~varies itfrom ~~is anticipated that the parties will contribute capital costs in accordance with their percentage working interest, of which Okmin’s working interest is 85~~12.~~8571428571~~5%. ~~The~~to ~~remaining 12~~23.5% ~~Net~~. ~~Revenue~~State ~~Interest~~production oftax ~~the~~on ~~lease~~oil ~~reverts~~sales ~~back~~is ~~to the landowners~~7%.

~~This lease~~The ~~currently~~property has ~~fifteen~~been ~~wells~~negatively affected onby ~~site.~~persistent ~~Nine~~infrastructure ~~oil~~issues, nearly ~~and~~stagnant ~~gas~~oil ~~wells~~prices, ~~two~~and ~~idle~~increasing ~~wells~~operating ~~that~~costs. ~~require~~In ~~further~~August ~~evaluation~~2025, ~~and~~the ~~four injection~~Company ~~wells.~~entered ~~These~~into ~~are~~an ~~shallow~~agreement ~~wells~~with ~~drilled~~Blackrock ~~down~~ to ~~the~~exchange ~~Bartlesville~~its ~~zone~~50% atworking ainterest ~~depth~~in ofthe ~~525~~Blackrock ~~feet.~~Joint ~~The~~Venture ~~operator~~for ~~conducted~~$25,000 ~~some~~cash ~~work~~and onan ~~the wells~~additional in45% ~~2023,~~joint ~~including~~venture ~~rebuilding~~interest in the ~~downhole~~Pushmataha ~~pumps,~~Gas ~~though~~Field. ~~the~~As ~~wells~~a ~~are~~result ~~not~~of ~~currently~~this ~~operating~~transaction, asthe ~~some~~Company ~~additional~~has ~~maintenance~~disposed ~~work~~of isits entire interest ~~required~~in the Blackrock Joint Venture.

One of the injection wells onsite remains idle. The Vitt lease is equipped with pump jacks, oil and water tanks and other equipment. Since we acquired the lease a nominal amount of oil has been sold from it, contributing a nominal $354 to revenues in the last fiscal year ended June 30, 2025, and $0Nil in the three months ended September 30, 2025.Kansas

~~West~~In ~~Sheppard~~July ~~Pool~~2021, the Company ~~Field~~through its wholly owned Kansas subsidiary, Okmin Operations, LLC, entered into an agreement to acquire a 72.5% Net Revenue Interest in the ~~North~~Vitt ~~East~~Lease ~~Oklahoma~~located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells on the lease. In the fiscal year ended June 30, 2025 lease operating expenses recorded for the Vitt were nominal totaling under $1,000. To date, the Company’s aggregate additional capital and lease operating expenditures on the lease are approximately $112,000. The lease covers 160 acres and includes eleven existing oil and gas wells and four water injection wells.

In August 2021, the Company entered into an option agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock at a cost of $150,000 in cash.8

~~The~~OKMIN 26RESOURCES ~~existing wells on the leases range from 850 feet to 1,950 feet in depth with gas production from several zones as their main objective~~INC. ~~The~~AND ~~Company received limited revenue from the property as gas sales were suspended due to required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station.~~SUBSIDIARIES

InNOTES ~~November~~TO ~~2024,~~THE ~~the~~CONDENSED ~~Company~~CONSOLIDATED ~~assigned~~FINANCIAL its 50% interest in the West Sheppard Pool project to Sheppard Pool Operating, LLC, the operator of the project. After Sheppard Pool Operating has received $22,850 in revenue from the project, the Company will receive a 10% overriding royalty interest (“ORRI”) in the project. Sheppard Pool may elect to reduce the 10% ORRI to 5% by a one-time payment of $100,000 to the Company within 4 years of the effective date of the agreement.STATEMENTS

~~During~~As ~~the quarter~~of ~~ended September~~December 3031, 2025~~, gas sales continued to be suspended on the property and the Company recorded no expenditures or revenues from the project.~~

8The Company has entered into an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC (“Petron”), pursuant to which Petron will handle the reworking of the existing wells and other day to day operations at the lease. Under the operating agreement, the company has fulfilled its commitment for expenditures to rework the existing wells and to cover operator costs and expenses of at least $50,000. Under the agreement, J & S McCoy Enterprises and Earnest Ashlock, who is the principal of Petron, together will retain a 15% Net Revenue Interest in the Vitt Lease. Upon the lease becoming fully operational, it is anticipated that the parties will contribute capital costs in accordance with their percentage working interest, of which Okmin’s working interest is 85.8571428571%. The remaining 12.5% Net Revenue Interest of the lease reverts back to the landowners.

~~OKMIN~~This lease ~~RESOURCES~~currently ~~INC~~has fifteen wells on site. ~~AND~~Nine ~~SUBSIDIARIES~~oil and gas wells, two idle wells that require further evaluation, and four injection wells. These are shallow wells drilled down to the Bartlesville zone at a depth of 525 feet. The operator conducted some work on the wells in 2023, including rebuilding the downhole pumps, though the wells are not currently operating, as some additional maintenance work is required.

~~NOTES~~One of TOthe ~~THE~~injection ~~CONDENSED~~wells ~~CONSOLIDATED~~onsite ~~FINANCIAL~~remains ~~STATEMENTS~~idle. The Vitt lease is equipped with pump jacks, oil and water tanks and other equipment. Since we acquired the lease a nominal amount of oil has been sold from it, contributing a nominal $354 to revenues in the last fiscal year ended June 30, 2025, and $0Nil in the six months ended December 31, 2025.

AsWest ofSheppard ~~September~~Pool Field ~~30,~~in ~~2025~~North East Oklahoma

~~Pushmataha~~In ~~County~~August –2021, the Company entered into an option ~~South~~agreement ~~East~~with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock at a cost of $150,000 in cash.

~~In December 2021, the~~The ~~Company~~26 ~~exercised~~existing ~~its~~wells ~~option~~on ~~and entered into a definitive joint venture and operating agreement with Blackrock to acquire a 50% joint venture interest with Blackrock in~~ the ~~Pushmataha Gas Field, comprising 6~~ leases ~~covering~~range anfrom ~~area~~850 feet ofto 31,~~840~~950 ~~acres~~feet ~~located~~ in ~~Pushmataha County,~~depth ~~Oklahoma.~~with ~~Blackrock~~gas ~~had~~production ~~previously entered into a separate option to acquire working interests ranging~~ from 92several ~~-100%~~zones inas ~~the~~their ~~existing~~main ~~wells and lease acreage from a third party~~objective. InThe ~~connection with the initial acquisition, the~~ Company ~~expended~~ ~~approximately~~received ~~$253,000~~limited inrevenue ~~cash. Under~~ from the ~~terms~~property ofas ~~the~~gas ~~Joint~~sales ~~Venture~~were ~~agreement,~~suspended ~~after~~due ~~deducting operating costs including a flat sum of $1,000 per month~~ to ~~Blackrock~~required aspipeline ~~operator,~~work and the ~~Company~~failure ~~shall~~of ~~receive~~equipment ~~all~~owned ~~net~~by ~~income from revenues of~~ the ~~project~~gas ~~until~~pipeline ~~it has recouped~~company ~~$125,000,~~at ~~thereafter,~~its ~~the~~compressor ~~parties shall equally split the income~~station.

In ~~August~~November ~~2025~~2024, the Company assigned its 50% interest ~~entered~~in ~~into~~the anWest ~~agreement~~Sheppard ~~with~~Pool ~~Blackrock~~project to ~~exchange~~Sheppard ~~its~~Pool ~~50%~~Operating, ~~working~~LLC, ~~interest~~the inoperator ~~another~~of the project. ~~with~~After ~~Blackrock~~Sheppard ~~for~~Pool Operating has received $2522,~~000~~850 ~~cash~~in ~~and~~revenue ~~an additional~~from 45the project, the Company will receive a 10% overriding royalty interest (“ORRI”) in the ~~Pushmataha~~project. ~~Gas~~Sheppard Pool ~~Field.~~may Aselect to reduce the 10% ORRI to 5% by a ~~result~~one-time payment of ~~this transaction~~$100,000 to the Company ~~currently~~within ~~has~~4 ayears ~~95%~~of ~~Joint~~the ~~Venture~~effective ~~interest in~~date ~~the~~of ~~Pushmataha property~~the agreement.

~~The leases~~Pushmataha ~~owned~~County ~~by the Joint Venture are subject to land owner royalties and other commitments resulting in net revenue interests to the~~– ~~joint~~South ~~venture~~East ~~of between 71% - 76%, with the exception of the Stephenson well, which has a net revenue interest of approximately 68%.~~ Oklahoma

~~Pushmataha~~In December 2021, the ~~has~~Company 7exercised ~~existing~~its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire a 50% joint ~~gas~~venture ~~wells~~interest ~~ranging~~with Blackrock in ~~depth~~the ~~from~~Pushmataha 10Gas Field,~~000-12~~ comprising 6 leases covering an area of 3,~~300~~840 ~~feet~~acres located in Pushmataha County, Oklahoma. ~~The~~Blackrock ~~wells~~had ~~were~~previously ~~inactive~~entered ~~since~~into ~~2019~~a ~~due~~separate option to ~~line~~acquire ~~leaks~~working ~~and~~interests ranging ~~lower~~from ~~gas~~92 ~~prices,~~-100% ~~though~~ in ~~April~~the ~~2021~~existing ~~some~~ wells ~~were~~and ~~put~~lease ~~back~~acreage ~~online and~~from ~~have~~a atthird ~~various~~party. ~~intervals~~In ~~produced~~connection ~~between~~with the initial acquisition, the ~~100-300~~Company expended ~~MCFD~~approximately $253,000 in cash. In Under the ~~three months~~terms ~~ended~~of ~~September~~the ~~30,~~Joint ~~2025~~Venture agreement, weafter ~~recorded~~deducting operating costs including a flat sum of $~~821~~1,000 inper ~~revenues~~month ~~from~~to ~~gas~~Blackrock ~~sales~~as atoperator, the Company shall receive all net income from revenues of the project until it has recouped $125,000, thereafter, the parties shall equally split the income.

~~The~~In ~~existing~~August ~~seven~~2025, ~~wells~~the Company ~~show~~entered ~~additional~~into ~~behind-pipe~~an ~~zones~~agreement ~~and~~with ~~the~~Blackrock ~~joint~~to ~~venture~~exchange ~~partners~~its ~~assessed~~50% ~~recompleting~~working ainterest ~~new zone~~ in ~~one~~another ofproject ~~the~~with ~~wells~~Blackrock ~~called~~for ~~the~~$25,000 ~~KDC. The~~cash ~~operator previously had a rig out on site at KDC~~ and ~~commenced some work on the well and was planning to conduct a recompletion, though~~an ~~weather~~additional ~~conditions~~45% ~~made~~financial itinterest ~~too~~in ~~dangerous to proceed. Plans were also underway for~~ the ~~operator~~Pushmataha toGas ~~commence~~Field. ~~repairing~~As ora ~~possibly replacing~~result ~~the plunger lift systems~~ of ~~some~~this ~~of the wells~~transaction, ~~with~~ the ~~goal~~Company ofcurrently ~~dewatering~~has ~~the~~a ~~wells~~95% ~~to enable the gas to flow freely. The joint~~Joint ~~venture~~Venture ~~partners~~interest ~~have~~in ~~deferred pursuing this active rework activity during~~ the ~~current~~Pushmataha ~~downturn in natural gas pricing or until additional capital is available~~property.

~~In July 2022, a hydrocarbon~~The ~~survey was conducted across these~~ leases ~~utilizing~~owned aby ~~third~~the ~~party~~Joint ~~patented~~Venture ~~remote~~are ~~sensing~~subject ~~technology,~~to ~~which~~land ~~has~~owner ~~provided~~royalties ~~the~~and ~~operator~~other ~~with valuable~~commitments ~~data~~resulting in ~~charting~~net ~~the~~revenue ~~potential~~interests ~~for~~to the joint ~~future~~venture ~~development~~ of ~~this~~between ~~project.~~71% ~~There~~- is76%, ~~also~~with ~~space~~the toexception ~~drill~~of ~~new gas wells on~~ the ~~3,840~~ ~~acre~~Stephenson ~~leasehold~~well, ~~using~~which ~~the~~has ~~hydrocarbon mapping as~~ a ~~tool~~net torevenue ~~locate~~interest ~~the~~of ~~optimal~~approximately ~~drilling locations in these reservoirs~~68%.

InPushmataha ~~the~~has ~~three~~7 ~~months ended~~existing ~~September~~gas ~~30,~~wells ~~2025, lease~~ranging ~~operating~~in ~~expenditures~~depth ~~were~~from $410,~~265 with additional gas fees~~000-12,300 ~~transportation~~feet. ~~and~~The ~~taxes~~wells ~~aggregating~~were ~~$286. The~~inactive ~~operator~~since ~~believes~~2019 ~~with additional~~due ~~capital~~to ~~expenditures~~line ~~for reworking~~leaks and ~~recompletion~~lower ~~efforts~~gas itprices, ~~can optimize the production~~though ~~potential~~in ofApril ~~this~~2021 ~~field.~~some ~~The~~wells ~~application~~were ofput ~~newer~~back ~~technologies~~online and ~~could also~~ have anat ~~important~~various ~~impact~~intervals onproduced ~~the~~between 100-300 ~~economics for this asset~~MCFD.

5The existing seven wells show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC. ~~IMPAIRMENT~~ The OFoperator ~~OIL~~previously had a rig out on site at KDC and commenced some work on the well and was planning to conduct a recompletion, though ~~AND~~weather ~~GAS~~conditions ~~PROPERTIES~~made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint venture partners have deferred pursuing this active rework activity during the current downturn in natural gas pricing or until additional capital is available.

During the year ended June 30, 2025, the Company reviewed the capitalized value of its oil and gas properties and conducted a test to determine the current fair value and if any impairment of the capitalized values was necessary. As a result of this test, the Company determined that the capitalized value exceeded the current fair value. For the year ended June 30, 2025, an impairment charge of $167,003 was recorded as an expense and for the three months ended September 30, 2025 there was no further impairment charged.9

9OKMIN RESOURCES INC. AND SUBSIDIARIES

~~OKMIN~~NOTES ~~RESOURCES~~TO ~~INC.~~THE ~~AND~~CONDENSED ~~SUBSIDIARIES~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~As TOof ~~THE~~December ~~CONDENSED~~31, ~~CONSOLIDATED FINANCIAL STATEMENTS~~2025

AsIn July 2022, a hydrocarbon survey was conducted across these leases utilizing a third party patented remote sensing technology, which has provided the operator with valuable data in charting the potential for the future development of ~~September~~this 30project. There is also space to drill new gas wells on the 3,840 ~~2025~~acre leasehold, using the hydrocarbon mapping as a tool to locate the optimal drilling locations in these reservoirs.

6In the six months ended December 31, 2025, revenue from the property was $3,693 (year ended June 30, 2025 - $1,532). ~~REVENUES~~ ~~AND~~The ~~COST~~operator believes with additional capital OFexpenditures ~~REVENUES~~for reworking and recompletion efforts it can optimize the production potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.

~~For the quarter ended September 30, 2025, the Company had production revenue of $2,088 compared to revenue of $~~5~~,991 for the quarter ended September 30, 2024~~. ~~Refer to the table below of production~~ IMPAIRMENT ~~and~~OF ~~revenue~~OIL ~~through~~AND ~~September~~GAS 30, 2025. For the quarters ended September 30, 2025 and September 30, 2024 our cost of revenue, consisting of lease operating expenses and production and excise taxes was $6,968 and $9,717 respectively. PROPERTIES

Schedule of production and revenue
	Oil						Natural Gas
Project	Production (BBLS)		Avg. Cost ($)		Avg. Sales Price ($)		Production (MCF)		Avg. Cost ($)		Avg. Sales Price ($)		Total Revenue ($)
Black Rock JV		21		72		60.59		—		0		—		1,268
Pushmataha		—		—		—		299.62		14		2.74		820.74
West Sheppard		—		—		—		—		—		—		—
Vitt Lease		—		—		—		—		—		—		—

During the six months ended December 31, 2025, the Company reviewed the capitalized value of its oil and gas properties and conducted a test to determine the current fair value and if any impairment of the capitalized values was necessary. As a result of this test, the Company determined that the capitalized value exceeded the current fair value. For the six months ended December 31, 2025, an impairment charge of $24,765 was recorded as an expense.

~~Subject to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations~~6. ~~The Company will~~ REVENUES ~~evaluate~~AND ~~exploration~~COST ~~and~~OF ~~mining~~REVENUES ~~opportunities and other strategic corporate opportunities as they become available from time to time.~~

~~There~~For ~~are~~the nosix ~~proven~~months ~~reserves~~ended December 31, 2025, the Company had production revenue of ~~any~~$4,902 ~~classification~~compared into ~~any~~revenue of $11,303 for the ~~projects~~six months ended December 31, 2024. Refer to the table below of ~~listed~~production ~~above~~and revenue through December 31, 2025. For the six month periods ended December 31, 2025 and December 31, 2024 our cost of revenue, consisting of lease operating expenses and production and excise taxes was $15,022 and $20,779 respectively.

7. STOCKHOLDERS’ EQUITY

Schedule of production and revenue
	Oil						Natural Gas
Project	Production (BBLS)		Avg. Cost ($)		Avg. Sales Price ($)		Production (MCF)		Avg. Cost ($)		Avg. Sales Price ($)		Total Revenue ($)

Black Rock JV		21		72		60.59		—		—		—		1,268

Pushmataha		—		—		—		1,371.82		6		2.65		3,634

Vitt Lease		—		—		—		—		—		—		—

~~Preferred~~Subject ~~stock~~to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will evaluate exploration and mining opportunities and other strategic corporate opportunities as they become available from time to time.

~~The~~There ~~Company~~are isno ~~authorized to~~proven ~~issue~~reserves ~~50,000,000 shares~~ of preferred stock with a par value of $0.0001 per share. As at September 30, 2025, the Company had a total of 5,000,000 shares of Series A preferred stock issued and outstanding. Each share of Series A Preferred Stock has voting rights of ten votes per share, though is not entitled to receive dividends. Additionally, each share of Series A preferred shares may be converted at $0.01 per preferred share into ten shares of common stock for each share of Series A Preferred Stock. Jonathan Herzog, the Company’s President and Chief Executive Officer owns all of the Series A Preferred Stock. At any ~~shareholders~~classification ~~meeting or~~ in ~~connection~~any ~~with the giving~~ of ~~shareholder consents,~~ the ~~holder of each share of Series A Preferred Stock is entitled to voting rights of ten votes per share, though is not entitled to receive~~projects ~~dividends.~~listed ~~Accordingly, by reason of his ownership of Series A Preferred Stock, Mr~~above. Herzog exercises control of approximately 46% of the aggregate voting power in the Company. The Series A Preferred Stock upon liquidation, winding-up or dissolution of the Corporation, ranks on a parity, in all respects, with all the Common Stock.

~~Common~~7. STOCKHOLDERS’ ~~stock~~EQUITY

~~The~~Preferred ~~Company is authorized to issue 750,000,000 shares of common~~ stock ~~with a par value of $0.0001 per share.~~

AtThe ~~September~~Company 30is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001 per share. As at December 31, 2025, the Company had ~~125~~a total of 5,~~576~~000,~~035~~ 000 shares of ~~its~~Series ~~common~~A preferred stock issued and outstanding. Each share of Series A Preferred Stock has voting rights of ten votes per share, though is not entitled to receive dividends. Additionally, each share of Series A preferred shares may be converted at $0.01 per preferred share into ten shares of common stock for each share of Series A Preferred Stock. Jonathan Herzog, the Company’s President and Chief Executive Officer owns all of the Series A Preferred Stock. At any shareholders meeting or in connection with the giving of shareholder consents, the holder of each share of Series A Preferred Stock is entitled to voting rights of ten votes per share, though is not entitled to receive dividends. Accordingly, by reason of his ownership of Series A Preferred Stock, Mr. Herzog exercises control of approximately 46% of the aggregate voting power in the Company. The Series A Preferred Stock upon liquidation, winding-up or dissolution of the Corporation, ranks on a parity, in all respects, with all the Common Stock.

~~The Company has issued the following shares:~~10

10OKMIN RESOURCES INC. AND SUBSIDIARIES

~~OKMIN~~NOTES ~~RESOURCES~~TO ~~INC.~~THE ~~AND~~CONDENSED ~~SUBSIDIARIES~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~As TOof ~~THE~~December 31, ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~2025

AsCommon ~~of September 30, 2025~~stock

OnThe ~~November~~Company ~~12,~~is ~~2024,~~authorized ~~the~~to ~~board~~issue of750,000,000 ~~directors approved~~shares ~~the~~of ~~issuance~~common ofstock ~~250,000~~with ~~common~~a ~~shares~~par atvalue of $0.040001 per share ~~in connection with consulting services for the Company’s filings, preparation, compliance matters and business activities~~.

OnAt ~~November~~December 1231, ~~2024~~2025, the Company ~~issued~~had 2125,~~500~~689,~~000~~287 ~~common~~ shares atof ~~$0.04~~its ~~per~~common ~~share~~stock toissued ~~Samuel~~and ~~Naparstek for corporate consulting services~~outstanding.

OnThe ~~December 3, 2024, the~~ Company has issued ~~225,000 common shares at $0.04 per share to Sierra Land Resources, LLC in connection with ongoing consulting on~~ the ~~Company’s~~following ~~oil and gas properties.~~shares:

On ~~June~~November 2412, ~~2025~~2024, the ~~Company~~board ~~issued~~of ~~500,000~~directors ~~common~~approved ~~shares~~the atissuance aof ~~deemed~~250,000 ~~price~~common ofshares at $0.~~0482~~04 per share in connection with consulting services for ~~legal~~the ~~fees~~Company’s filings, preparation, compliance matters and business activities.

On ~~September~~November 1912, ~~2025~~2024, the Company issued ~~6.503~~2,~~024~~500,000 common shares at $0.0304 per share to ~~satisfy~~Samuel inNaparstek ~~full~~for ~~payment~~corporate onconsulting ~~an existing convertible note with the Company~~services.

On ~~September~~December 193, ~~2025~~2024, the Company issued ~~173~~225,~~090 common~~000 common shares at $0.0604 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On ~~September~~June 2624, 2025, the Company issued 1500,000~~,000 common~~ common shares at a deemed price of $0.030482 per share ~~in connection with a private placement~~ for ~~proceeds~~legal ~~of $30,000~~fees.

8On September 19, 2025 the Company issued 6,503,024 common shares at $0. ~~NET~~03 ~~LOSS~~per ~~PER~~share ~~COMMON~~to ~~SHARE~~satisfy in full payment on an existing convertible note with the Company.

AOn ~~reconciliation~~September of19, 2025, the ~~components~~Company ofissued ~~basic~~173,090 common ~~and~~shares ~~diluted net~~at ~~loss~~$0.06 per ~~common~~ share ~~for~~to ~~the~~Sierra ~~three~~Land ~~months~~Resources, ~~ended~~LLC ~~September~~in ~~30,~~connection ~~2025~~with isongoing ~~presented~~consulting ~~below:~~on the Company’s oil and gas properties.

Schedule of components of net loss per common share
	Three Months Ended September 30, 2025
	Net Loss			Weighted Average Shares		Per Share
Basic Earnings per Share:
Net loss attributable to common stock basic	$	(73,430	)		118,825,066	$	(0.00	)
Net loss attributable to common stock fully diluted	$	(73,430	)		174,479,870	$	(0.00	)

On September 26, 2025, the Company issued 1,000,000 common shares at $0.03 per share in connection with a private placement for proceeds of $30,000.

~~The~~On ~~numerator~~December ~~for~~30, ~~basic~~2025, ~~earnings~~the ~~per~~Company ~~share~~issued is113,252 ~~net~~common ~~income~~shares ~~attributable~~at $0.04 per share to ~~common~~Sierra ~~stockholders.~~Land ~~The~~Resources, ~~numerator~~LLC ~~for~~in ~~diluted~~connection ~~earnings~~with ~~per~~ongoing ~~share~~consulting ison ~~net~~the ~~income~~Company’s ~~available~~oil toand ~~common~~gas ~~stockholders~~properties.

~~The numerator for basic earnings per share is net income attributable to common stockholders~~8. NET ~~The~~LOSS ~~numerator~~PER ~~for~~COMMON ~~diluted earnings per share is net income available to common stockholders.~~SHARE

11A reconciliation of the components of basic and diluted net loss per common share for the three and six months ended December 31, 2025 is presented below:

OKMIN RESOURCES INC. AND SUBSIDIARIES


	Three Months Ended December 31, 2025
	Net Loss			Weighted Average Shares		Per Share

Basic Earnings per Share:

Net loss attributable to common stock basic	$	(129,161	)		125,578,497	$	(0.00	)
Net loss attributable to common stock fully diluted	$	(129,161	)		175,578,497	$	(0.00	)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Six Months Ended December 31, 2025
	Net Loss			Weighted Average Shares		Per Share

Basic Earnings per Share:

Net loss attributable to common stock basic	$	(202,593	)		122,201,782	$	(0.00	)
Net loss attributable to common stock fully diluted	$	(202,593	)		175,027,953	$	(0.00	)

AsThe ofnumerator ~~September~~for ~~30,~~basic ~~2025~~earnings per share is net income attributable to common stockholders. The numerator for diluted earnings per share is net income available to common stockholders.

~~9. STOCK BASED COMPENSATION~~ 11

~~The~~OKMIN ~~Company~~RESOURCES ~~has not adopted any equity grant program~~INC. ~~The~~ ~~Company’s~~AND ~~Officers hold no stock options or unvested stock awards, and held none at any time during the year ended June 30, 2025.~~SUBSIDIARIES

~~During~~NOTES ~~the~~TO ~~three~~THE ~~months~~CONDENSED ~~ended~~CONSOLIDATED ~~September~~FINANCIAL ~~30, 2025, the Company issued the following common shares:~~STATEMENTS

a)As ~~173,090 common shares at a deemed value~~ of ~~$10~~December 31,~~385~~ to Sierra Land Resources in connection with an ongoing services agreement, whereby Mr. Ed Sierra serves as the Company’s Advisor on Land and Resource Development, which was initially entered into on July 2022. Under the agreement, the Company issues shares to Sierra for their work in lieu of cash fees based upon the price of the Company’s common stock at the time services are invoiced.2025

109. ~~INCOME~~STOCK ~~TAXES~~BASED COMPENSATION

~~Net~~The ~~operating~~Company ~~loss~~has ~~carry~~not ~~forwards~~adopted ofany ~~approximately $2,379,115~~equity atgrant ~~September~~program. The ~~30,~~Company’s ~~2025~~Officers ~~are~~hold ~~available~~no tostock ~~offset~~options ~~future~~or ~~taxable~~unvested ~~income.~~stock ~~This results in a net deferred tax asset~~awards, ~~assuming~~and ~~an effective~~held ~~tax~~none ~~rate~~at ofany ~~21%~~time ofduring ~~approximately~~the ~~$499,614~~year atended ~~September~~June 30, 2025.

~~11. RELATED~~During ~~PARTY~~the six months ended December 31, 2025, ~~TRANSACTIONS~~the Company issued the following common shares:

Asa) ~~of November 1~~286,342 ~~2021,~~common ~~the~~shares ~~Company agreed to compensate its Chief Executive Officer, President, and Chief Financial Officer Jonathan Herzog,~~ at a ~~rate~~deemed value of $1314,~~500~~934 ~~per~~to ~~month,~~Sierra ~~consisting~~Land ofResources ~~$6,750~~ in ~~cash~~connection ~~compensation~~with ~~and~~an ~~$6,750~~ongoing toservices beagreement, ~~accrued~~whereby ~~and~~Mr. ~~deferred~~Ed ~~until~~Sierra ~~management~~serves ~~determines~~as ~~that~~ the Company’s isAdvisor inon aLand ~~position~~and toResource ~~make~~Development, ~~such payments.~~which ~~Such~~was ~~accrued~~initially ~~amounts~~entered ~~may~~into beon ~~paid~~July in2022. ~~cash~~Under orthe ~~may~~agreement, ~~be satisfied through~~ the ~~issuance~~Company ofissues ~~common~~shares ~~stock~~to orSierra ~~preferred~~for ~~stock~~their work in lieu of cash ~~payments.~~fees ~~The~~based ~~Company~~upon ~~and~~the ~~Mr.~~price ~~Herzog~~of ~~have~~the ~~not entered into a formal written employment agreement in relation to Mr. Herzog~~Company’s ~~compensation~~ ~~and~~common ~~employment~~stock ~~terms.~~at ~~As of September 30, 2025 and September 30, 2024,~~ the ~~Company~~time ~~has~~services ~~accrued~~are ~~$479,250 and $317,250 as accrued liabilities – related party, respectively~~invoiced.

1210. ~~CONVERTIBLE~~INCOME ~~LOAN~~TAXES

InNet ~~November~~operating ~~2021,~~loss ~~the~~carry ~~Company~~forwards ~~entered~~of ~~into a convertible~~approximately ~~loan~~$2,508,278 ~~agreement~~at ~~with~~December an31, ~~accredited~~2025 ~~investor~~are ~~(the~~available ~~“Investor”) pursuant~~ to ~~which~~offset ~~the~~future ~~Company~~taxable ~~raised $231,000 in financing~~income. ~~The note~~This ~~had~~results in a ~~10%~~net ~~annual~~deferred ~~interest~~tax ~~rate~~asset, ~~with~~assuming ~~repayments~~an ~~set~~effective tax ~~initially~~rate at of a21% ~~minimum~~ of approximately $3526,~~500~~738 ~~per month commencing as of May 2022 and any open balance is convertible~~ at ~~the~~December ~~Investor’s~~31, ~~discretion into shares of the Company’s common stock at $0~~2025.~~03 per share with warrant coverage at the same price on the basis of one warrant per every three shares issued under the loan.~~

~~In September 2025, the Company reached an agreement with the Investor to convert all the principal and interest outstanding into common shares of the Company at a price of $0~~11.~~03 per share.~~ RELATED ~~The~~PARTY ~~outstanding principal converted was $131,135 and unpaid interest was $63,956. On September 19, 2025, the Company issued 6,503,024 common shares to the noteholder to settle the note in full.~~TRANSACTIONS

As of November 1, 2021, the Company agreed to compensate its Chief Executive Officer, President, and Chief Financial Officer Jonathan Herzog, at a rate of $13,500 per month, consisting of $6,750 in cash compensation and $6,750 to be accrued and deferred until management determines that the Company is in a position to make such payments. ~~SUBSEQUENT~~ ~~EVENTS~~Such accrued amounts may be paid in cash or may be satisfied through the issuance of common stock or preferred stock in lieu of cash payments. The Company and Mr. Herzog have not entered into a formal written employment agreement in relation to Mr. Herzog’s compensation and employment terms. As of December 31, 2025 and December 31, 2024, the Company has accrued $519,750 and $357,750 as accrued liabilities – related party, respectively.

~~The~~On ~~Company~~November ~~has~~26, ~~evaluated~~2025, ~~subsequent~~Mr. ~~events~~Herzog ~~through~~ extended the ~~filing~~Company a ~~date~~bridge ofloan ~~these~~advance ~~financial~~of ~~statements~~$10,000 ~~and~~with ~~has disclosed that there are~~ no ~~such~~interest ~~events that are material to the financial statements to be disclosed~~payable.

12. CONVERTIBLE LOAN

In November 2021, the Company entered into a convertible loan agreement with an accredited investor (the “Investor”) pursuant to which the Company raised $231,000 in financing. The note had a 10% annual interest rate, with repayments set initially at of a minimum of $3,500 per month commencing as of May 2022 and any open balance is convertible at the Investor’s discretion into shares of the Company’s common stock at $0.03 per share with warrant coverage at the same price on the basis of one warrant per every three shares issued under the loan.

In September 2025, the Company reached an agreement with the Investor to convert all the principal and interest outstanding into common shares of the Company at a price of $0.03 per share. The outstanding principal converted was $131,135 and unpaid interest was $63,956. On September 19, 2025, the Company issued 6,503,024 common shares to the noteholder to settle the note in full.

13. SUBSEQUENT EVENTS

On January 29, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization with BevPoint Capital LP (“BevPoint”), a Florida limited partnership. BevPoint is focused on building a national portfolio of consumer lifestyle brands in the craft beverage and experiential hospitality sectors and is the owner and operator of American Icon Brewery a brewpub and brewery in Vero Beach, Florida.

Under the terms of the Agreement, the Company will issue an aggregate of 220 million shares of its common stock to the partners and management of BevPoint in exchange for 100% of the existing interests of BevPoint representing approximately 55.6% of the post-closing outstanding shares, excluding the earnout shares and shares issuable upon conversion of a to be issued convertible note, as described below.

The transaction also includes additional earn-out consideration contingent upon the achievement of specified revenue and earnings milestones with revenue and EBITDA calculated on a consolidated basis in accordance with GAAP:

	·	75,000,000 shares upon reaching $10 million revenue
	·	75,000,000 shares upon reaching $1 million EBITDA
	·	75,000,000 shares upon reaching $20 million revenue
	·	75,000,000 shares upon reaching $2 million EBITDA

OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025

All share amounts will be adjusted proportionately for any stock splits, stock dividends, recapitalizations, or similar events, and the determination of milestone achievement shall be made by the Company’s independent auditors.

BevPoint will enter into an agreement to purchase 20,000,000 shares of Okmin Common Stock from certain affiliates of Okmin simultaneously with the merger.

The Company’s current CEO Jonathan Herzog will receive a Convertible Promissory Note with a 3-year term in the principal amount of $250,000 with a 3-year term, bearing interest at 2% per annum, and a conversion price of $0.04 per share of the Company’s Common Stock, plus two million (2,000,000) shares of Okmin Common Stock in exchange for previously accrued and unpaid salary. Mr. Herzog will also convert his current 5,000,000 shares of preferred stock into 50,000,000 shares of the Company’s common stock with a $50,000 conversion price to be offset as a book entry against existing accrued compensation.

The Company will also issue a convertible Promissory Note with a 3-year term in the original principal amount of $280,000 in favor of Chris Sellers, CEO of BevPoint, with a conversion price of $0.04 per share.

As a condition to closing, BevPoint must have $730,000 in immediately available cash in bank accounts, contributed by way of a bona fide equity infusion, free from any encumbrance or restriction.

Upon closing the transaction, anticipated by the end of the first quarter of 2026, the Company intends to change its name to BevPoint, Inc. and will apply to change its trading symbol to BVPT. At closing, Chris Sellers will be appointed as CEO of the Company and Chris Sellers and John F. Giarrante will be appointed as directors, with current officers and directors tendering their resignations except Jonathan Herzog who will remain as a director and non-executive chairman of Okmin's Board of Directors with compensation of $5,000 per month for a period of 24 months, subject to his continued service and compliance with applicable director duties.

The closing shall take place at a time mutually agreeable to the parties, but in no event later than March 31, 2026, unless extended by mutual written agreement of the parties.

The transaction remains subject to various approvals and conditions, including without limitation: (i) approval by a majority of Company stockholders; (ii) compliance with applicable securities laws, including any required filings or approvals; (iii) satisfaction of the minimum cash condition; (iv) accuracy of representations and warranties; (v) absence of material adverse changes; and (vi) other customary closing conditions as set forth in the Agreement.

Except for the pending transaction detailed above, the Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there are no such events that are material to the financial statements to be disclosed.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of Okmin Resources, Inc., and its subsidiaries (“Okmin” or the “Company”) as of ~~September~~December 3031, 2025 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to Okmin. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Unless otherwise indicated, references to the “Company,” “us” or “we” refer to Okmin Resources, Inc. and its subsidiaries.

U.S. Dollars are denoted herein by “USD,” “$” and “dollars”.

Overview

Okmin Resources, Inc. was organized in 2020 to engage in the ~~business of the~~ acquisition, exploration, and development of mineral rights and natural resource assets. As a development-stage company, the Company initially focused on the acquisition and development of domestic oil and gas properties, targeting lower-profile rework and recompletion opportunities with relatively low entry costs. The Company’s initial projects were located in Oklahoma and Kansas.

AsThe aCompany ~~development~~operates ~~stage~~through ~~company,~~two wholly owned subsidiaries: Okmin ~~has~~Operations, ~~been~~LLC, ~~focused~~ incorporated on ~~the~~May ~~acquisition~~25, ~~and~~2021 ~~development~~in ofthe ~~domestic~~State ~~oil~~of Kansas, and ~~gas~~Okmin ~~fields~~Energy LLC, ~~investing~~incorporated inon ~~lower~~November ~~profile~~21, ~~rework~~2021 ~~and~~in the ~~recompletion~~State ~~opportunities~~of ~~with lower~~Oklahoma. ~~entry~~These ~~costs.~~subsidiaries ~~The~~conduct the Company'’s ~~initial~~oil ~~projects are located in Oklahoma~~ and ~~Kansas~~gas activities.

~~The~~On ~~Company~~January ~~has~~29, ~~two~~2026, ~~wholly~~marking ~~owned~~a ~~subsidiaries~~strategic ~~that~~shift and ~~conduct~~diversification ~~oil~~of ~~and~~the ~~gas~~Company’s ~~activities~~business, Okmin ~~Operations,~~entered ~~LLC,~~into ~~incorporated~~an onAgreement ~~May~~and ~~25,~~Plan ~~2021~~of inMerger and Reorganization (the ~~State~~“Agreement”) with ofBevPoint ~~Kansas,~~Capital ~~and~~LP ~~Okmin~~(“BevPoint”). ~~Energy~~BevPoint ~~LLC,~~is ~~incorporated on~~developing ~~November~~a 21national portfolio of craft beverage and experiential hospitality brands, ~~2021~~anchored inby ~~the~~its ~~State~~recent acquisition of ~~Oklahoma~~American Icon Brewery in Vero Beach, Florida.

~~Results~~Pursuant to the terms of ~~Operations~~the Agreement, upon closing the Company will issue an aggregate of 220,000,000 shares of its common stock to the partners and management of BevPoint in exchange for 100% of the outstanding equity interests of BevPoint. Upon completion of the transaction, the BevPoint interest holders will hold a majority of the Company’s issued and outstanding common stock. The transaction also includes additional earn-out consideration based on the achievement of specified revenue and earnings milestones. In addition, the Agreement requires a minimum capital infusion of $730,000 by BevPoint prior to closing.

~~For~~BevPoint’s ~~the~~management ~~Three~~team ~~months~~has ~~ended~~experience across ~~September~~the 30beverage, ~~2025~~hospitality, asand ~~compared~~entertainment industries. BevPoint focuses on partnering with independent brands that have demonstrated consumer demand but face operational or structural constraints. Through its operating strategy, BevPoint seeks to ~~the~~enhance ~~Three~~supply-chain relationships ~~months~~and ~~ended~~scale ~~September~~experiential 30concepts that integrate beverage innovation, ~~2024~~culinary offerings, and entertainment, with the objective of building destination-oriented brands and generating long-term enterprise value.

Following the proposed transaction, the Company intends to pursue additional opportunities in the beverage, hospitality, and experience-driven sectors. At the same time, the Company is evaluating strategic alternatives with respect to its remaining energy-related assets, including the potential sale of the Pushmataha gas field, as it continues to consolidate and refocus its legacy energy interests.

RESULTS OF OPERATIONS

For the Three months ended December 31, 2025, as compared to the Three months ended December 31, 2024

Revenue

We generated $2,~~088~~814 in revenue from oil and gas sales for the three months ended ~~September~~December 3031, 2025, as compared to $5,~~991~~312 in revenues generated in the three months ended ~~September~~December 3031, 2024. The decrease in revenue is predominantly attributable to lower ~~energy~~natural gas prices. These lower prices not only reduced the sales price we received, for each MCF sold but also led to the curtailment of operations on certain of our properties ~~until prices improve~~ which resulted in a decrease of our production volumes.

General and Administrative Expense

General and administrative expenses ~~increased~~decreased to $7968,~~588~~939 for the three months ended ~~September~~December 3031, 2025 compared to ~~expenses of~~ $59192,~~379~~879 for the three months ended ~~September~~ ~~30,~~December 31, 2024. The primary reason for the ~~increase~~decrease ~~was~~is ~~due~~the toprevious ~~higher~~year ~~consulting~~had ~~and~~included ~~professional~~a ~~fees~~one-off inand ~~the~~non-cash ~~current~~expense ~~period.~~of ~~Expenses related to compensation~~$119,000 ~~interest,~~in ~~rent,~~connection ~~accounting~~with stock ~~and~~issued ~~professional~~to ~~fees~~consultants and ~~other~~a ~~general~~director ~~and~~of ~~administrative~~the ~~expenses~~Company ~~necessary~~ for ~~our~~ ~~operations~~services ~~were~~in ~~relatively~~lieu ~~flat~~of ~~compared~~cash ~~to the prior period~~payments.

Net Loss

The net loss for the three months ended ~~September 30,~~December 31, 2025 was $73129,~~430~~161 compared to a net loss of $67218,~~785~~757 for the three months ended ~~September~~December 3031, 2024. The Expenses during the three month period ended ~~September~~December 3031, 2025, included: $68,~~968~~055 in lease operating expenses, (including taxes and royalties),; $40,500 in ~~deferred~~accrued ~~and unpaid~~ compensation, ; $54,~~559~~623 in interest expense; ~~and~~Audit ~~financing~~fees ~~costs~~of $15,692, $84,~~700~~550 in ~~compliance~~stock ~~listing~~compensation ~~related~~in ~~fees~~lieu of cash for an ongoing services agreement with Sierra Land Resources, ~~$37~~LLC,~~366~~ inplus ~~accounting and~~other professional fees; and other general and administrative expenses necessary for our operations. An impairment charge of $24,765 was recorded in the current period as a test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values was necessary. Additionally, following payment delays on accounts receivable, an allowance for doubtful accounts of $25,000 was recorded in this past quarter. The Expenses during the comparative three month period ended ~~September~~December 3031, 2024 included: $9,~~717~~518 in lease operating expenses, (including taxes and royalties),; $40,500 in ~~deferred and~~accrued ~~unpaid~~ compensation, $43,~~320~~678 in interest expense ~~and financing costs~~, $83,~~400~~671 in ~~compliance~~filing ~~listing related~~ fees, an amount of $9119,~~599~~000 in ~~accounting~~ non-recurring consulting and ~~professional~~compensation fees and other general and administrative expenses necessary for our operations.

13For the Six months ended December 31, 2025, as compared to the Six months ended December 31, 2024

~~Net cash provided (used) from financing~~ Revenue

~~Financing~~We ~~activities~~generated ~~provided~~$4,902 ~~net~~in ~~cash~~revenue offrom oil and gas sales for the six months ended December 31, 2025, as compared to $3011,~~000~~ 303 in revenues in the ~~three~~six months ended ~~September~~December 3031, ~~2025~~2024. The ~~Company~~decrease in ~~completed~~revenue ais ~~private~~attributable ~~placement~~to oflower 1natural gas prices and reduced operations pending additional funding to conduct additional reworks required to increase production activities. These lower prices not only reduced the sales price we received for each MCF sold,~~000,000~~ ~~common~~but ~~shares~~also led atto a ~~price~~decrease in our production volumes as operations on certain of $0our properties have been curtailed until prices improve.03 Current ~~per~~revenue ~~share~~was ~~for~~also ~~proceeds~~negatively affected by the continued suspension of ~~$30,000.~~gas ~~For~~sales at West Sheppard Pool due to the ~~three~~failure ~~months~~of ~~ended~~equipment ~~September~~owned by ~~30,~~the ~~2024~~gas pipeline company at its compressor station. During the current period, ~~financing~~we ~~activities~~received ~~used~~$57 in interest income from our cash balances compared to interest income of $~~6,000~~282 ~~which~~for ~~was~~the ~~entirely for~~six ~~repayment~~months ofended ~~debt~~December 31, 2024.

~~Net~~General ~~cash~~and ~~from investing activities~~Administrative Expense

~~There~~General ~~was~~and noadministrative expenses ~~cash~~decreased ~~provided~~to by$148,527 orfor ~~used~~the insix ~~investing activities~~months ended December 31, 2025 as compared to $252,258 for the ~~three~~six ~~month~~months ~~periods~~ ended ~~September~~December 3031, 2024. ~~2025~~This ordecrease ~~September~~is 30largely attributable higher expenses in the previous year, ~~2024~~where the Company recorded a non-recurring and non-cash expense of $119,000 in connection with stock issued to in lieu of cash payments to consultants and a director of the Company for services.

~~Liquidity~~Net ~~and Capital Resources~~ Loss

The net loss for the six months ended December 31, 2025 was $202,593 compared to a net loss of $286,543 for the six months ended December 31, 2024. The Expenses during the six month period ended December 31, 2025, included $15,022 in lease operating expenses, including taxes and royalties; $81,000 in accrued compensation; an allowance for doubtful accounts of $25,000, $10,525 in interest expense and financing costs; $30,801 in audit fees, accounting, and bookkeeping fees of $6,377; $8,700 in listing related fees; and $14,935 in connection with personnel and corporate consultants (vs $119,000 in six months ended December 31, 2024). An impairment charge of $24,765 was recorded in the current period as a test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values was necessary. We also incurred other general and administrative expenses necessary for our operations.

Net cash used in investing activities

In the six months ended December 31, 2025 and 2024, net cash from investing activities was none.

Net cash from financing

Net cash from financing activities in the six months ended December 31, 2025 totaled $40,000 compared to ($12,000) in the six months ended December 31, 2024, this difference is largely attributable to a small private placement of $30,000 completed in September 2025 and a bridge loan of $10,000 extended to the Company by its CEO.

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of ~~September~~December 3031, 2025, we had total assets of $~~134~~73,~~878~~416, comprised primarily of cash and cash equivalents of $~~13,623~~705 and oil and gas properties ofat $9670,~~090~~689. As ofat ~~September~~December 3031, 2025, we had total liabilities of $~~593~~656,~~437~~589, primarily comprised of ~~deferred~~accrued ~~and~~liabilities-related ~~accrued~~party of $519,750 in deferred compensation expense as the CEO continues to defer salary in an effort to conserve cash. Other liabilities include accounts payable of $~~479~~39,~~250~~013, ~~accrued~~bridge ~~liabilities~~loan from the CEO of $3810,~~630~~000, and other liabilities of $7587,~~557~~826.

~~The~~Our ~~Convertible~~business ~~debt~~plan ~~maintained~~calls byfor ~~the~~substantial ~~company~~capital ~~had~~resource arequirements ~~10%~~and ~~annual~~we ~~interest~~have ~~rate,~~incurred ~~was~~significant ~~initially~~losses ~~set~~since upinception. ~~with~~The ~~repayments~~Company ofhad ~~$3,500~~a ~~per~~net ~~month~~loss ~~commencing as~~ of ~~May~~$202,593 ~~2022~~for ~~and~~the ~~any~~six ~~open~~months ~~balance is~~ended ~~convertible~~December at31, ~~the~~2025 ~~Lender’s~~and ~~discretion~~an ~~into~~accumulated ~~shares~~deficit of ~~the Company’s common stock at~~ $~~0.03~~2,508,278 ~~per~~as ~~share with warrant coverage at the same price on the basis~~ of ~~one~~December ~~warrant~~31, ~~per every three shares issued under the note~~2025. The ~~principal~~Company ~~amount~~had ~~of the note was secured by~~ a ~~lien~~working oncapital ~~the~~deficit ~~Vitt~~of ~~lease. In the related security agreement~~$655,884 as ~~the~~at ~~Company~~December ~~agreed to remit the first $125~~31,~~000~~ in2025 ~~net~~and ~~revenue~~for ~~received from its interest in~~ the ~~Pushmataha~~remainder ~~Gas~~of ~~Field toward~~ the ~~payment~~2026 ~~and~~fiscal ~~performance~~year ofwhich ~~the~~started ~~note. Beginning~~ in ~~November~~July ~~2023~~2025, ~~the~~we ~~Company and~~anticipate ~~the~~cash ~~lender~~needs ~~agreed~~of ~~to reduce the monthly repayment to~~ approximately $2150,000. Asfor ofgeneral ~~June~~corporate ~~30,~~overhead ~~2025,~~and ~~the~~for ~~Company~~operations ~~had a remaining balance of $131,135~~ on ~~the~~our ~~note~~existing ~~and~~lease ~~outstanding~~properties. ~~interest~~This ofamount ~~$63,956.~~does ~~Subsequent~~not toinclude ~~the~~funding ~~end~~for any ofpotential ~~the~~workovers, ~~fiscal year~~re-entries, ~~the~~stimulation ~~lender~~treatments ~~agreed~~and torecompletions ~~convert~~of ~~the~~existing ~~entire~~non ~~remaining principal~~or ~~and~~low ~~interest~~producing ~~due~~wells. asAny ofnew ~~June~~work ~~30th~~on our ~~2025~~properties ~~into~~will ~~common~~require ~~shares~~additional ofcapital. ~~the~~The Company atanticipates areceiving ~~deemed~~limited ~~price~~revenue offrom ~~$0.03~~oil ~~per~~and ~~share.~~gas ~~On September~~sales ~~19,~~and ~~2025,~~intends to obtain the ~~Company~~remaining ~~issued~~capital ~~6,503,024~~through ~~common~~private ~~shares~~sales toof ~~the~~securities ~~noteholder~~and/or todebt ~~settle the note in full~~financing.

~~The~~To ~~Company~~date, ~~had~~we ahave ~~net~~funded ~~loss~~our ofoperations ~~$73,430~~primarily ~~for~~ through the ~~three months~~issuance ~~ended~~of ~~September~~equity ~~30, 2025~~ and/or anconvertible ~~accumulated~~securities ~~deficit~~for ofcash ~~$2,379,115.~~and Asvia atdebt ~~September~~financing. ~~30,~~We ~~2025,~~depend weupon ~~had~~debt aand/or ~~working~~equity ~~capital~~financing ~~deficit of~~and ~~approximately~~revenues ~~$554,814.~~to Wefund ~~are~~our ~~still~~ongoing anoperations ~~earlier stage company~~ and to ~~date~~execute weour ~~have~~current ~~only~~business ~~achieved~~plan. ~~limited~~In ~~revenues~~the ~~from~~current ~~operations~~2026 ~~and~~fiscal ~~anticipate that~~year, ~~operating~~such ~~revenues~~capital requirements will ~~continue to~~ be ~~limited~~in ~~until~~excess ~~the~~of ~~Company~~what iswe have in aavailable ~~position~~cash tofor ~~commit~~planned ~~substantial~~ongoing ~~capital resources to its operations~~activities.

~~For~~We ~~the~~will ~~2026~~be ~~fiscal~~required ~~year~~to weobtain ~~anticipate~~alternative ~~cash~~or ~~needs~~additional offinancing ~~approximately~~from ~~$270~~financial institutions,~~000~~ ~~for~~investors ~~general~~or ~~corporate~~otherwise, ~~overhead~~in ~~and~~order ~~for~~to ~~operations~~maintain onand expand our existing ~~lease properties~~operations. ~~This~~The ~~amount~~failure ~~does not include~~by ~~funding~~us ~~for~~to ~~any~~obtain ~~potential~~such ~~workovers,~~financing ~~re-entries,~~would ~~stimulation~~have ~~treatments~~a ~~and~~material ~~recompletions~~adverse ofeffect ~~existing~~upon ~~non or low producing wells. Any new work on~~ our ~~properties~~business, ~~will~~financial ~~require~~condition ~~additional~~and ~~capital.~~results ~~A portion~~ of ~~the~~operations, ~~required cash will be obtained from oil~~ and adversely ~~gas~~affecting ~~sales.~~our ~~The Company~~ability ~~plans~~ to ~~obtain~~complete ~~the~~ongoing ~~remainder of the required capital through private sales of securities or debt financing~~activities.

To date, we have funded our operations primarily through private sales of equity and/or convertible securities for cash. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the 2026 fiscal year, such capital requirements and the requirements for our planned ongoing activities is greater than the capital we currently have available. We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. Our most likely source of additional capital is through the sale of our securities, including common stock. We may also obtain capital through the sale of preferred stock or convertible securities, or through debt financing. If we are unable to obtain additional financing it would have a material adverse effect upon our business, financial condition and results of operations, including negatively affecting our ability to complete ongoing activities and which could cause us to curtail or cease certain of our operations.

Critical Accounting Estimates

This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Recently Issued Accounting Pronouncements

Management does not believe any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s present or future financial statements.

Going Concern Qualification

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying condensed ~~financial~~consolidated financial statements, the Company had a net loss of $73202,~~430~~593 for the ~~three~~six months ended ~~September~~December 3031, 2025 and an accumulated deficit of $2,~~379~~508,~~115~~ 278 as of ~~September~~December 3031, 2025. These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

The Company had a working capital deficit of $554,814 as at September 30, 2025. In the 2026 fiscal year we anticipate cash needs of a minimum of $270,000, to maintain general corporate overhead and for continued work in maintaining our existing lease properties. This does not include any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells, which would require additional capital commitments. The Company plans to obtain that capital by issuing equity securities, which may consist of either capital stock or convertible debt.16

The Company’s ~~future~~had ~~success~~a isworking ~~dependent~~capital ~~upon its~~deficit ~~ability~~of to$655,884 as ~~achieve~~at ~~profitable~~December ~~operations~~31, ~~generate~~2025 ~~cash~~and ~~from~~management ~~operating~~believes ~~activities~~that ~~and~~the ~~obtaining~~Company ~~additional~~will ~~financing.~~require ~~If such~~ additional ~~financing~~ isworking ~~not~~capital ~~available~~for onthe ~~terms~~remainder ~~acceptable~~of tothe us2026 fiscal oryear. atTo ~~all~~date, ~~then~~ we ~~may~~have ~~need~~funded ~~to curtail~~ our operations ~~and/or~~primarily ~~take~~through ~~additional~~the ~~measures to~~issuance ~~conserve~~of equity and/or ~~manage~~convertible ~~our~~securities ~~liquidity~~for cash and via ~~capital~~debt ~~resources,~~financing. ~~any~~We ofdepend ~~which~~upon ~~would~~debt ~~have~~and/or aequity ~~material~~financing ~~adverse~~and ~~effect~~revenues onto fund our ~~financial~~ongoing ~~position, results of~~ operations, and ~~our~~to ~~ability~~execute toour ~~continue~~current business asplan. aIn ~~going~~the ~~concern.~~remainder ~~The~~of ~~financial~~the ~~statements~~2026 dofiscal ~~not~~year, ~~include~~such ~~any~~capital ~~adjustments~~requirements ~~that~~will ~~might~~ be ~~necessary~~in ifexcess ~~the~~of ~~Company~~what iswe ~~unable~~have toin ~~continue~~available ascash for aplanned ~~going~~ongoing ~~concern~~activities.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

The effect of inflation on our revenue and operating results was not significant.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Quarterly Report, we conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September~~December 3031, 2025, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis because of the material weaknesses in internal control over financial reporting described below.

Material Weaknesses and Corrective Actions

In connection with the audits of our financial statements for the fiscal years ended June 30, 2025 and 2024, we identified certain deficiencies relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight Board (the “PCAOB”). The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

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The following material weaknesses in our internal control over financial reporting continued to exist at ~~September~~December 3031, 2025:

	●	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

	●	We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;

	●	We lack an audit committee of our board of directors; and

	●	We have insufficient monitoring and review of controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S. GAAP.

We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S. GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

Subject to raising sufficient additional capital, we plan to take a number of actions in the future to correct these material weaknesses including adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements. We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls over Financial Reporting

There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

ITEM 1A. RISK FACTORS.

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended June 30, 2025. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the ~~three~~six month period ended ~~September~~December 3031, 2025, the Company issued the following securities:

On September 19, 2025 the Company issued 6.503,024 common shares at $0.03 per share to satisfy in full payment on an existing convertible note with the Company.

On September 19, 2025, the Company issued 173,090 common shares at $0.06 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On September 26, 2025 the Company issued 1,000,000 common shares at $0.03 per share in connection with a private placement for proceeds of $30,000. Proceeds are for general corporate purposes.

On December 30, 2025, the Company issued 113,252 common shares at $0.04 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the ~~quarter~~three months ended ~~September~~December 3031, 2025, no ~~director~~ director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

ITEM 6. EXHIBITS

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a or 15d-14(a) under the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the ~~quarter~~six months ended ~~September~~December 3031, ~~2023~~2024, is formatted in Inline XBRL.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		OKMIN RESOURCES INC.
Date: November 24, 2025		/s/ Jonathan Herzog
Date: February 24, 2026		/s/ Jonathan Herzog
		Jonathan Herzog, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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