Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 19, 2026, Callan JMB Inc., a Nevada corporation (the "Company"), together with its wholly owned subsidiary Callan Power LLC, a Nevada limited liability company ("Buyer"), entered into an Asset Purchase and Sale Agreement (the "APA") with Reger Oil, Inc., a Nevada corporation ("Seller"), pursuant to which Buyer agreed to acquire all of Seller's right, title and interest in and to certain leases and other oil and gas assets in the Williston Basis (the "Assets"), including leasehold interests, mineral interests, contracts, permits, surface rights, equipment, and related records.

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

The closing of the transactions contemplated by the APA (the "Closing") is expected to occur on or before September 22, 2026, subject to the satisfaction or waiver of customary closing conditions, including, among others, (i) the accuracy of the representations and warranties of the parties, (ii) the performance of the covenants and agreements of the parties, (iii) the absence of any litigation seeking to prevent the transactions, (iv) Buyer's satisfactory completion of title and environmental diligence on the Assets, and (v) the Company's receipt of stockholder approval in accordance with Nasdaq Listing Rules 5635(a) and 5635(d) for the issuance of the Preferred Stock Consideration and all shares of Common Stock issuable upon conversion thereof. The APA may be terminated by either party if the Closing has not occurred on or before October 31, 2026.

In connection with the APA, the parties have agreed to certain governance arrangements. Within six months after the Closing, the Company will cause Buyer's name to be changed to "Reger Energy, LLC" or such other name as the Company's Board of Directors shall determine. Mr. Michael Reger, Seller's principal, will be appointed President of Buyer and will be appointed to the Company's Board of Directors to fill an existing vacancy. In addition, upon or promptly after the Closing, a current director of the Company will resign and the holders of a majority of the stated value of the Preferred Stock will nominate and elect a replacement to fill such vacancy.

The APA provides for mutual indemnification by the parties for, among other things, breaches of representations, warranties and covenants. Seller's fundamental representations survive the Closing indefinitely, while other representations and warranties of each party survive for twelve months following the Closing. The APA also provides for customary limitations on indemnification, including a deductible amount and a de minimis threshold for individual claims.

Except as otherwise provided in the APA, Buyer will acquire the Assets on an "as is, where is" and "with all faults" basis, subject to the representations and warranties of Seller contained in the APA and a special warranty of defensible title. The parties intend that the transaction constitute an asset purchase pursuant to a definitive purchase and sale agreement and not a business acquisition for purposes of Regulation S-X promulgated by the U.S. Securities and Exchange Commission.