Prairie Operating (PROP) Proxy Filing summary

Executive summary

• Special Meeting scheduled for May 8, 2025, to approve key stock issuance proposals related to Series F Convertible Preferred Stock and associated warrants, as well as a potential adjournment to solicit further votes if needed.

• The Series F Preferred Stock and warrants were issued to finance the $602.75 million Bayswater oil and gas asset acquisition, with $139.1 million in net proceeds from the preferred offering.

• Stockholder approval is sought under Nasdaq Rule 5635 due to potential issuance of more than 20% of outstanding common stock and possible change of control.

• Holders of over 50% of outstanding common stock have entered into voting agreements to support the proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series F Preferred Stock.

• Proposal 2: Approve issuance of common stock upon exercise of warrants issued under the Securities Purchase Agreement.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes.

• Board unanimously recommends voting FOR all proposals.

• Failure to approve may require repeated meetings and could hinder future financings.

Board of directors and corporate governance

• Board has authority to issue preferred stock and set terms without further stockholder approval.

• All directors are elected annually; no classified board.

• Advance notice required for director nominations and new business.

• Special meetings can only be called by the board or its chair.

• Anti-takeover provisions include supermajority voting for bylaw changes and no cumulative voting.