Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Our Pecos UltraClean Refining, LLC & Trans Permian Energy, LLC subsidiaries have offered for sale units of preferred membership units to certain accredited investors in a private offering. We may accept up to $5.0 million of preferred units in connection with this offering. Each investment represents the ownership of an equal number of preferred units in each subsidiary. The preferred units are entitled to a return of capital and 18% make whole payment upon the closing by either subsidiary of a debt or equity placement for project financing. Each purchaser of preferred units will also receive a common membership percentage interest in each subsidiary at the rate of 0.1% for each $100,000 of preferred units purchased.

As of April 20, 2025, we had accepted subscriptions in the aggregate amount of $500,000. The issuance of securities described in this Item 3.02 were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

This report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.