EX-99.5 4 ex99-5.htm EX-99.5

Exhibit 99.5

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Transaction summary

On February 20, 2025, HUSA entered into a Share Exchange Agreement with the AGIG Unitholders. The AGIG Unitholders were the record and beneficial owners of all the issued and outstanding units of AGIG. The Share Exchange Agreement provided that HUSA would acquire all of the outstanding units of AGIG in exchange for issuing a number of shares of Common Stock, equal to 94% of all the issued and outstanding Common Stock of HUSA at the time of the closing of the Share Exchange Agreement, after taking into account issuance to the AGIG Unitholders. Following the Share Exchange, AGIG became a wholly-owned subsidiary of HUSA and referred to herein as the “Combined Company”.

On July 1, 2025, as contemplated by the Share Exchange Agreement, HUSA acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of Common Stock, which was equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the Closing, plus (b) all Common Stock approved for issuance by the Company under a future equity incentive plan at the time of the Closing contingent upon the approval by the stockholders of the Company of such future equity incentive plan.

The Share Exchange will be accounted for as a reverse acquisition in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) within Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), whereby AGIG, the legal acquiree, is considered the accounting acquirer and HUSA, the legal acquirer, is treated as the acquired company for financial reporting purposes. AGIG was considered the accounting acquirer as its controlling shareholder, Abundia Financial, will hold approximately 84.9% of the issued and outstanding common stock and will control the Combined Company following the Share Exchange.

As HUSA is the acquired company, the purchase price for HUSA is estimated, as described in Note 5 of this “unaudited pro forma combined consolidated financial information”, and HUSA’s net assets acquired and liabilities assumed in connection with the Share Exchange are recorded at their estimated acquisition date fair values. Any excess of the fair value of HUSA’s identified net assets acquired over the estimated purchase price will be recognized as goodwill. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and are prepared to illustrate the estimated effect of the Share Exchange. The Combined Company will finalize the accounting for the Share Exchange as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one year from the closing date of the Share Exchange. The purchase price allocation will remain preliminary until management determines the fair values of assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma combined consolidated financial statements.

On July 10, 2025, HUSA entered into a common stock purchase agreement (the “ELOC Purchase Agreement”) with Tumim Stone Capital LLC (“Tumim”), providing for a committed equity financing facility, pursuant to which, Tumim has committed to purchase, at HUSA’s direction in its sole discretion, up to an aggregate of $100,000,000 of the shares of Common Stock, subject to certain limitations, during the term of the ELOC (the “Purchase Shares”). Concurrently with the execution of the ELOC, HUSA and Tumim also entered into a Registration Rights Agreement, pursuant to which HUSA agreed to file with the SEC one or more registration statements, to register under the Securities Act of 1933, the offer and resale by Tumim of all of the Purchase Shares that may be issued and sold by the Company to Tumim under the ELOC.

For the purposes of the unaudited pro forma combined consolidated financial information, the ELOC is described in Note 6 to the “unaudited pro forma combined consolidated financial information”.

On July 10, 2025, HUSA entered into a securities purchase agreement with an institutional investor (the “Investor”), pursuant to which the Company sold, and the Investor purchased, a senior secured convertible note issued by the Company (the “Convertible Note”) in the original principal amount of $5,434,783, which is convertible into shares of the Company’s Common Stock. The Convertible Note closed on July 10, 2025. The gross proceeds to the Company from the Convertible Note, prior to the payment of legal fees and transaction expenses, was $5,000,000.

On November 21, 2024, HUSA entered into a definitive agreement for the acquisition of 25-acre site located within Cedar Port Industrial Park in the Baytown area of Houston, Texas (the “Land Acquisition”) for approximately $8,575,000. Proceeds from the Convertible Note and cash on hand will be used to finance the land acquisition. The Company consummated the Land Acquisition on July 11, 2025.

On January 22, 2025, HUSA entered into a securities purchase agreement with a certain purchaser to which HUSA agreed to issue and sell 2,600,000 shares of Common Stock, at a price of $1.70 per share (or 260,000 shares of Common Stock, at a price of $17 per share after the Reverse Stock Split) in a registered direct offering (“HUSA January Equity Offering”). The net proceeds of the HUSA January Equity Offering were $3,897,200, after deducting the placement agent’s fees and other estimated offering expenses. HUSA intends to use the net proceeds from the HUSA January Equity Offering for general corporate purposes, which may include among other things, capital expenditures and working capital.

On June 6, 2025, HUSA effected a Reverse Stock Split of the Common Stock at a ratio of 1-for-10. The split adjusted shares began trading on June 9, 2025.

On June 17, 2025, the Company entered into a securities purchase agreement, pursuant to which HUSA agreed to issue and sell 223,762 shares of Common Stock and/or prefunded warrants at a purchase price of $10.60 per share in a registered direct offering (the “June 17, 2025 Equity Offering”). The net proceeds of the June 17, 2025 Equity Offering were $2,072,127, after deducting placement agent fees and other estimated offering expenses.

On June 24, 2025, HUSA entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell 81,629 shares of Common Stock at a purchase price of $14.80 per share in a registered direct offering (the “June 24, 2025 Equity Offering”, together with June 17, 2025 Equity Offering, the “HUSA June Equity Offerings”). The net proceeds of the June 24, 2025 Equity Offering were $1,051,460, after deducting placement agent fees and other estimated offering expenses.

The unaudited pro forma combined consolidated balance sheet as of June 30, 2025, gives pro forma effect to the Share Exchange, the ELOC Purchase Agreement, the Convertible Note, and the Land Acquisition, as though such transactions had occurred as of June 30, 2025. The unaudited pro forma combined consolidated statements of operations for the year ended December 31, 2024 present our combined consolidated results of operations giving pro forma effect to the January Equity Offering, HUSA June Equity Offerings, the Reverse Stock Split, the Share Exchange, the ELOC Purchase Agreement and the Convertible Note as described above as if they had occurred as of January 1, 2024. The unaudited pro forma combined consolidated statements of operations for the six months ended June 30, 2025, present our combined consolidated results of operations giving pro forma effect to the Share Exchange, the ELOC Purchase Agreement and the Convertible Note as described above as if they had occurred as of January 1, 2024.

The unaudited pro forma combined consolidated financial information should be read in conjunction with:

	●	the accompanying notes to the unaudited pro forma combined consolidated financial statements;
	●	the audited consolidated financial statements of HUSA as of and for the year ended December 31, 2024, which are included in HUSA’s Annual Report on Form 10-K incorporated by reference in this form 8-K/A;
	●	the unaudited consolidated financial statements of HUSA as of and for the six months ended June 30, 2025, which are included in HUSA’s Form 10-Q incorporated by reference in this form 8-K/A
	●	the audited consolidated financial statements of AGIG as of and for the year ended December 31, 2024, which are included in HUSA’s Definitive Proxy Statement on Schedule 14A incorporated by reference in this form 8-K/A; and
	●	the unaudited consolidated financial statements of AGIG as of and for the six months ended June 30, 2025, which are included elsewhere in this form 8-K/A.

The unaudited pro forma combined consolidated financial information and related notes are provided for illustrative purposes only and do not purport to represent what the Combined Company’s actual results of operations or financial position would have been had the Share Exchange been completed on the dates indicated, nor are they necessarily indicative of the Combined Company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein. The unaudited pro forma combined consolidated financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Share Exchange and integration costs that may be incurred. The pro forma adjustments represent the Combined Company’s best estimates and are based upon currently available information and certain assumptions that the Combined Company believes are reasonable under the circumstances. The Combined Company is not aware of any material transactions between HUSA and AGIG during the periods presented. Accordingly, adjustments to eliminate transactions between HUSA and AGIG have not been reflected in the unaudited pro forma combined consolidated financial information.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

As of June 30, 2025

	Abundia Global Impact Group (Historical)			Houston American Energy Corp (Historical)			Transaction Accounting Adjustments				Pro forma Combined			ELOC, Other Financing & Land Acquisition				Pro forma Combined with financing activity
ASSETS
Current Assets
Cash and cash equivalents		146,486			6,951,006			-				7,097,492			4,925,000		5(B)		12,022,492
												-			(8,575,000	)	5(D)		(8,575,000	)
Accounts receivable – oil and gas sales		-			32,906			-				32,906			-				32,906
Government grant receivable		-			-			-				-			-				-
Prepaid expenses and other current assets		189,047			483,810			-				672,857			-				672,857
Total Current Assets		335,533			7,467,722			-				7,803,255			(3,650,000	)			4,153,255
Property and equipment																			-
Land		-			-			-				-			8,575,000		5(D)		8,575,000
Oil and gas properties, full cost method		-			62,775,947			339,951		4(A)		63,115,898			-				63,115,898
								(61,719,710	)	4(B)		(61,719,710	)						(61,719,710	)
Office equipment		3,602			90,004			(90,004	)	4(B)		3,602			-				3,602
Total		3,602			62,865,951			(61,469,763	)			1,399,790			8,575,000				9,974,790
Accumulated depletion, depreciation, amortization, and impairment		(3,602	)		(61,809,714	)		61,809,714		4(B)		(3,602	)		-				(3,602	)
Property and equipment, net		-			1,056,237			339,951				1,396,188			8,575,000				9,971,188
Other Assets																			-
Capitalized patents, net		1,433,069			-			-				1,433,069			-				1,433,069
Goodwill		-			-			13,478,734		4(C)		13,478,734			-				13,478,734
Right of use asset		-			28,812			(28,812	)	4(D)		-			-				-
Deposits on license agreements		2,115,000			-			-				2,115,000			-				2,115,000
Refundable acquisition deposit		-			160,000			-				160,000			-				160,000
Other assets		-			3,167			-				3,167			-				3,167
Total Other Assets		3,548,069			191,979			13,449,922				17,189,970			-				17,189,970
Total Assets		3,883,602			8,715,938			13,789,873				26,389,413			4,925,000				31,314,413
LIABILITIES AND SHAREHOLDER’S EQUITY																			-
LIABILITIES																			-
Basic and diluted weighted average number of common shares outstanding (1)																			-
Accounts payable and accrued liabilities		580,582			212,848			554,500		4(E)		1,347,930			247,754		5(A)		1,595,684
Stock payable		-			-			-				-			1,604,160		5(A)		1,604,160
Loan - related party		435,000			-			-				435,000			-				435,000
Convertible promissory note		6,058,630			-			-				6,058,630			-				6,058,630
Convertible notes payable less unamortized discount		-			-			-				-			4,925,000		5(B)		4,925,000
Warrant liabilities		-			-			-				-			-				-
Other payables		8,729			-			-				8,729			-				8,729
Short-term lease liability		-			29,285			(29,285	)	4(D)		-			-				-
Total Current Liabilities		7,082,941			242,133			525,215				7,850,289			6,776,914				14,627,203
Long-term Liabilities																			-
Reserve for plugging and abandonment costs		-			62,470			(26,282	)	4(F)		36,188			-				36,188
Total Long-term Liabilities		-			62,470			(26,282	)			36,188			-				36,188
Total Liabilities		7,082,941			304,603			498,933				7,886,477			6,776,914				14,663,391
EQUITY																			-
Shareholders’ Equity (Deficit)																			-
Member’s deficit		(3,170,248	)		-			3,170,248		4(I)		-			-				(1	)
Common stock, par value $0.001		-			1,908			1,569		4(G)		3,477			156		5(A)		3,633
								(1,908	)	4(H)		(1,908	)						(1,908	)
								30,666		4(I)		30,666							30,666
								1,112		4(E)		1,112							1,112
								120		4(N)		120							120
Additional paid-in capital		-			96,451,859			21,257,840		4(G)		117,709,699			1,737,684		5(A)		119,447,383
								(96,451,859	)	4(H)		(96,451,859	)						(96,451,859	)
								15,528,564		4(I)		15,528,564							15,528,564
								442,866		4(G)		442,866							184,220
								12,389,141		4(E)		12,389,141							12,389,141
								1,336,680		4(N)		1,336,680							1,336,680
Accumulated deficit		-			(88,042,432	)		(12,944,753	)	4(E)		(100,987,185	)		(3,342,000	)	5(A)		(104,329,185	)
								88,596,932		4(H)		88,596,932			(247,754	)	5(A)		88,349,178
								(18,729,478	)	4(I)		(18,729,478	)						(18,729,478	)
								(1,336,800	)	4(N)		(1,336,800	)						(1,336,800	)
Noncontrolling interest		(29,091	)		-			-				(29,091	)		-				(29,091	)
Total Shareholders’ Equity (Deficit)		(3,199,339	)		8,411,335			13,290,940				18,502,936			(1,851,914	)			16,651,022
Total Equity		(3,199,339	)		8,411,335			13,290,940				18,502,936			(1,851,914	)			16,651,022
Total Liabilities and Equity		3,883,602			8,715,938			13,789,873				26,389,413			4,925,000				31,314,413

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSHIVE LOSS

For the year ended December 31, 2024

	Abundia Global Impact Group (Historical)			Houston American Energy Corp (Historical)			Transaction Accounting Adjustments				Pro Forma Combined			ELOC & Other Financing Activity				Pro forma Combined with financing activity
Revenues
Oil and gas revenue		-			560,180			-				560,180							560,180
Total operating revenue		-			560,180			-				560,180			-				560,180
Operating expenses																			-
Professional fees		543,364			327,413			12,944,753		4(E)		13,815,530			3,589,754		5(A)		17,405,284

Research and development		1,651,170			-			-				1,651,170							1,651,170
Lease operating expense and severance tax		-			747,559			-				747,559							747,559
General and administrative expense		1,896,786			1,897,146			1,336,800		4(N)		5,130,732							5,130,732
Depreciation, depletion and amortization		15,507			160,001			(9,911	)	4(J)		165,597							165,597
Provision for loss on convertible note receivable		2,942,029			-			-				2,942,029							2,942,029
Impairment of license deposit		1,000,000			-			-				1,000,000							1,000,000
Impairment expense - oil and gas properties		-			275,760			(152,930	)	4(K)		122,830							122,830
Impairment expense – equity investment in Hupecol Meta LLC		-			6,392,874			-				6,392,874							6,392,874
Foreign exchange loss (gain)		44,388			-			-				44,388							44,388
Total operating expenses		8,093,244			9,800,753			14,118,712				32,012,709			3,589,754				35,602,463
Loss from operations		(8,093,244	)		(9,240,573	)		(14,118,712	)			(31,452,529	)		(3,589,754	)			(35,042,283	)
Other income and (expense), net																			-
Grant income		2,545,783			-			-				2,545,783							2,545,783
Interest income		242,459			101,742			-				344,201							344,201
Other income		-			922,719			-				922,719							922,719
Change in fair value of warrant liability		2,084,150			-			-				2,084,150							2,084,150
Interest expense		(401,096	)		-			-				(401,096	)		(890,217	)	5(C)		(1,291,313	)
Total other income and (expense), net		4,471,296			1,024,461			-				5,495,757			(890,217	)			4,605,540
Net loss		(3,621,948	)		(8,216,112	)		(14,118,712	)			(25,956,772	)		(4,479,971	)			(30,436,743	)
Basic and diluted (loss) income per common share					(7.28	)		-				(0.77	)						(0.90	)
Basic and diluted weighted average number of common shares outstanding (1)					1,128,802			32,497,764		4(L)		33,626,566			156,000		5(A)		33,782,566

(1) Historical HUSA shares have been retroactively adjusted to reflect the Reverse Stock Split.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

For the period ended June 30, 2025

	Abundia Global Impact Group (Historical)			Houston American Energy Corp (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenues
Oil and gas revenue		-			212,902			-				212,902
Total operating revenue		-			212,902			-				212,902
Operating expenses
Professional fees		1,007,542			1,455,163			-				2,462,705
Research and development		728,799			-			-				728,799
Lease operating expense and severance tax		-			304,251			-				304,251
General and administrative expense		945,211			1,271,261			-				2,216,472
Depreciation, depletion and amortization		9,762			66,689			9,736		4(J)		86,187
Foreign exchange loss (gain)		16,810			-			-				16,810
Total operating expenses		2,708,124			3,097,364			9,736				5,815,224
Loss from operations		(2,708,124	)		(2,884,462	)		(9,736	)			(5,602,322	)
Other income and (expense), net												-
Grant income		737,811			-			-				737,811
Interest income					57,139							57,139
Change in fair value of warrant liability		45,965			-			-				45,965
Interest expense		(198,356	)		-			-				(198,356	)
Total other income and (expense), net		585,420			57,139			-				642,559
Net loss		(2,122,704	)		(2,827,323	)		(9,736	)			(4,959,763	)
Basic and diluted (loss) income per common share					(1.81	)		-				(0.15	)
Basic and diluted weighted average number of common shares outstanding (2)					1,564,380			32,054,032		4(M)		33,618,412

(2) Historical HUSA shares have been retroactively adjusted to reflect the Reverse Stock Split.

NOTES TO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The accompanying unaudited pro forma combined consolidated financial information is prepared in accordance with Article 11 of Regulation S-X and is intended to reflect the impacts of the HUSA January Equity Offering, the HUSA June Equity Offerings, the Reverse Stock Split, the Share Exchange, the ELOC Purchase Agreement and the Convertible Note. The presentation of the unaudited pro forma balance sheet and statements of operations are based on the historical financial statements of the Combined Company.

The unaudited pro forma combined consolidated financial information was prepared using the acquisition method of accounting in accordance with ASC 805. The acquisition method of accounting requires use of the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions from those to prepare the pro forma adjustments resulting in a range of alternative estimates using the same facts and circumstances.

The Share Exchange did not have an impact on HUSA’s oil and gas reserve information and as a result, supplemental oil and gas disclosures were not included in the pro forma financial information.

The Combined Company will file a consolidated tax return that will include AGIG. As such, there were no pro forma adjustments related to taxes as HUSA has a pre-existing full valuation allowance against its deferred tax assets and the tax effect of pro forma adjustments are fully offset by an increase in the valuation allowance. In addition, it is expected that AGIG will have net deferred tax assets offset by a full valuation allowance at acquisition and thus have no effect on HUSA. The actual deferred tax assets and liabilities may differ materially based on changes resulting from finalizing the allocation of purchase price and valuing the assets acquired and liabilities assumed in the Share Exchange.

Note 2. Significant Accounting Policies

The accounting policies used in the preparation of the unaudited pro forma combined consolidated financial information are those set out in AGIG’s audited consolidated financial statements as of and for the year ended December 31, 2024. Based on that initial review, AGIG does not believe there are any material differences between the accounting policies of the two companies, other than certain reclassifications necessary to conform financial statement presentation. These reclassifications are described in Note 3 below. Upon completion of the Share Exchange, management will perform a comprehensive review of its accounting policies in which additional differences that may be identified, when conformed, could have a material impact on the unaudited pro forma combined consolidated financial information.

Note 3. Reclassification Adjustments

Certain reclassifications are reflected in the pro forma adjustments to conform HUSA’s financial statement presentation to that of the accounting acquirer, AGIG, in the unaudited pro forma combined consolidated balance sheet and statements of operations. These reclassifications have no effect on previously reported shareholders’ equity, or income from continuing operations of HUSA or AGIG. The pro forma financial information may not reflect all reclassifications necessary to conform HUSA’ presentation to that of AGIG due to limitations on the availability of information as of the date of this form 8-K/A. Accounting policy differences and additional reclassification adjustments may be identified as more information becomes available.

The following reclassification adjustments were made to conform HUSA’s presentation to AGIG’ presentation:

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET ADJUSTMENTS

As of June 30, 2025

	HUSA (Historical)		Reclassification adjustments to AGIG presentation			HUSA Historical Adjusted
Accounts payable		193,266		(193,266	)		-
Accrued expenses		19,582		(19,582	)		-
Accounts payable and accrued liabilities		-		212,848			212,848

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS

For the year ended December 31, 2024

HUSA

(Historical)

Reclassification
adjustments to AGIG
presentation

HUSA Historical
Adjusted

Professional fees

327, 413

327,143

General and administrative expense

2,224,559

(327,413

)

1,897,146

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS

For the six months ended June 30, 2025

	HUSA (Historical)		Reclassification adjustments to AGIG presentation			HUSA Historical Adjusted
Professional fees		-		1,455,163			1,455,163
General and administrative expense		2,726,424		(1,455,163	)		1,271,261

Note 4. Transaction Accounting Adjustments

The estimated preliminary purchase price for the Share Exchange is calculated as follows:

Preliminary estimated purchase price	Amounts
Estimated fair value of outstanding common stock of HUSA (i)	$	21,259,409
Estimated fair value of vested HUSA stock option awards (ii)		442,866
Estimated preliminary purchase price	$	21,702,275

	i.	Represents the estimated fair value of the common stock of the Combined Company to be retained by Common Stockholders. The estimated preliminary purchase price was determined using the close price of Common Stock ($11.14 per share) as of July 1, 2025, date of the close of the Share Exchange and is calculated based on the total number of shares of Common Stock outstanding as of the Share Exchange of 1,908,385 shares.
	ii.	Represents the estimated fair value of vested HUSA stock options which were valued using a lattice-based model.

The preliminary estimated purchase price allocation for the Share Exchange is as follows:

Preliminary estimated purchase price allocation	Amounts
Cash	$	6,951,006
Accounts receivable – oil and gas sales		32,906
Prepaid expenses and other current assets		483,810
Oil and gas properties, full cost method		1,396,188
Other assets		163,167
Total assets	$	9,027,077
Accounts payable and accrued liabilities		(767,348	)
Reserve for plugging and abandonment costs		(36,188	)
Total liabilities	$	(803,536	)
Estimated net assets	$	8,223,541
Estimated purchase consideration	$	21,702,275
Estimated goodwill	$	13,478,734

The preliminary estimated purchase price is subject to change due to several factors, including but not limited to, changes in the estimated fair value of HUSA assets acquired and liabilities assumed as of the date of the closing of the Share Exchange, resulting from the finalization of the detailed valuation analysis, including changes in future oil and gas commodity prices, reserve estimates, interest rates and other factors.

The allocation of the estimated fair value of consideration transferred (based on the preliminary estimated purchase price described above) to the estimated fair value of HUSA assets acquired and liabilities assumed resulted in the following purchase price allocation adjustments:

4(A). Represents an adjustment to the historical Oil and gas properties, full cost method to reflect at fair value.

4(B). Represents the elimination of historical accumulated depletion, depreciation, amortization and impairment, including Office equipment that was fully depreciated as of June 30, 2025, for which the fair value was not considered material.

4(C). Represents the recognition of estimated goodwill resulting from the Share Exchange and represents the excess of preliminary estimated purchase consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed.

4(D). Represents the elimination of the Short-term lease liability and Right-of-use asset which reflects the AGIG’s policy to not recognize assets or liabilities for leases that, at the acquisition date, have a remaining lease term of 12 months or less.

4(E). Represents the accrual for additional transaction related fees and expenses of $554,500 and $12,390,253 estimated to be incurred subsequent to June 30, 2025 by HUSA and AGIG, respectively in connection with the Share Exchange. Transaction costs incurred by AGIG include 1,112,231 shares of Common Stock that were issued to the investment banker at close of the Share Exchange as a success fee. The estimated value of the success fee is $12,390,253 which was calculated using the close price of Common Stock ($11.14 per share) as of July 1, 2025. This adjustment includes $1,112 in common stock at $0.001 par value and $12,389,141 to additional-paid-in-capital. The remaining transaction costs of $0 and $37,729 are included in the historical Statements of Operations of HUSA and AGIG, respectively, for the twelve months ended December 31, 2024 and $1,549,354 and $653,221 are included in the historical Statements of Operations of HUSA and AGIG, respectively, for the six months ended June 30, 2025. Transaction costs will not affect the Combined Company’s Statements of Operations beyond twelve months after the acquisition date.

4(F). Represents an adjustment to the historical Reserve for plugging and abandonment cost to reflect at estimated fair value.

4(G). Represents the preliminary estimated purchase price of $21,702,275, including $1,569 in Common Stock and $21,257,840 to additional paid-in capital for the Common Stock retained by Common Stockholders, and $442,866 to additional paid-in capital related to the estimated fair value of the vested HUSA stock option awards.

4(H). Represents the elimination of HUSA’s historical Common Stock, additional paid-in capital and accumulated deficit balances, which includes the elimination of estimated HUSA transaction costs.

4(I). Represents the adjustments to the historical AGIG total members’ deficit:

	i.	Adjustment to reclassify the historical member’s deficit of AGIG of $3,170,248 to Common Stock, accumulated deficit and additional paid-in capital;
	ii.	Represents an adjustment to increase Common Stock to reflect the 30,665,801 shares (27,599,221 shares issued to Abundia Financial and 3,066,580 shares issued to BFH) issued to AGIG Unitholders, excluding the 1,112,231 shares issued to Univest Securities, LLC, as a result of the Share Exchange; and
	iii.	Represents a reclassification of historical AGIG accumulated deficit and reclassification of historical book value AGIG members’ deficit to additional paid-in capital.

	Amounts
No. of shares to be issued by HUSA to AGIG Unitholders at par value of $0.001		30,665,801
Par value per common share	$	0.001
Pro forma adjustment for shares issued by HUSA to AGIG Unitholders	$	30,666
Pro forma reclassification of historical AGIG accumulated deficit	$	(18,729,478	)
Pro forma reclassification of historical carry value of AGIG members’ deficit to additional paid-in capital	$	15,528,564

4(J). Represents an adjustment to the historical depletion, depreciation and amortization (DD&A) to the estimated DD&A for Oil and Gas properties recalculated using the fair values of O&G properties under the Full Cost method of accounting to compute the estimated pro forma DD&A provisions.

4(K). Represents an adjustment to the impairment of Oil and gas properties to reflect the remeasurement of the capitalized costs of Oil and gas properties that exceeds the calculated ceiling amount under the full cost method of accounting for Oil and gas properties.

4(L). Represents an adjustment to the basic and diluted weighted average shares of Common Stock outstanding for the year ended December 31, 2024 of 1,128,802 (adjusted for the Reverse Stock Split) to reflect the HUSA January Equity Offering of 260,000 shares of Common Stock, HUSA June Equity Offerings of 305,391 shares of Common Stock, 34,341 shares of Common Stock issued as compensation for certain services provided and stock options that were exercised, the issuance to AGIG Unitholders and investment bank as a result of the Share Exchange of 31,778,032 shares of Common Stock, and 120,000 shares of Common Stock to be granted under the future equity incentive plan.

4 (M). Represents an adjustment to the basic and diluted weighted average shares of Common Stock outstanding for the six months ended June 30, 2025 of 1,564,380 to reflect the issuance to AGIG Unitholders and investment bank as a result of the Share Exchange of 31,778,032 shares of Common Stock, and 120,000 shares of Common Stock to be granted under the future equity incentive plan .

4(N). Represents an adjustment to the basic and diluted weighted average shares of Common Stock of 120,000 shares at $0.001 par value to be issued as part of the future equity incentive plan in connection with the closing of the Share Exchange Agreement, contingent on stockholders’ approval. The shares of Common Stock have an estimated value of $1,336,800 (using the close price of Common Stock of $11.14 per share as of July 1, 2025) and are included in the Combined Consolidated Balance Sheet as of June 30, 2025 as an adjustment to Accumulated deficit, Additional paid-in-capital (net of the par value of Common Stock) and Common Stock. As the shares issued under the future equity incentive plan are considered compensation expense, the $1,336,800 is reflected in the Combined Consolidated Statements of Operations for the twelve months ended December 31, 2024 as an adjustment to General and administrative expense.

Note 5. Equity Line of Credit and Convertible Note

Represents the effects of the ELOC Purchase Agreement and Convertible Note issuances and the Land Acquisition, as described above. As a result of the terms of those arrangements, HUSA recognized the following adjustments:

5(A). The following summarizes transaction cost adjustments in connection with the execution of the ELOC Purchase Agreement:

	i.	$247,754 estimated transaction costs including, legal, consulting and diligence fees.
	ii.	As consideration for Tumim’s commitment to purchase shares in connection with the ELOC Purchase Agreement terms, the Company will issue a total of 300,000 shares of Common Stock in the aggregate as a commitment fee, consisting of 156,000 shares of restricted Common Stock that were issued at the closing of the ELOC Purchase Agreement and an additional 144,000 shares of Common Stock that will be issued upon the earlier of (i) a prepayment advance against a commitment or (ii) the effectiveness of the Registration Statement (discussed above) as declared by the SEC. The 156,000 and 144,000 shares of Common Stock have an estimated value of $1,737,684 and $1,604,160 (using the close price of Common Stock of $11.14 per share as of July 1, 2025), respectively. The estimated value of the 156,000 shares are included in the Combined Consolidated Balance Sheet as of June 30, 2025 as an adjustment to Additional paid-in-capital, while the estimated value of the 144,000 shares that will be issued after closing of the ELOC Purchase Agreement represent an adjustment to stock payable for the future obligation. The combined estimated value of the 300,000 shares of $3,342,000 are shown as an adjustment to Accumulated Deficit.
	iii.	Total transaction costs of $247,754 and $3,342,000 are reflected in the Combined Consolidated Statements of Operations and Comprehensive Loss for the twelve months ended December 31, 2024 as an adjustment to Professional fees.

5(B). Represents the Convertible Note with a 12-month term issued to HUSA on July 10, 2025 at a face value of $5,434,783, net of deferred financing costs of $509,783.

5(C). Represents interest expense ($380,435) and amortization of deferred financing costs ($509,783) on the Convertible Note. The $890,217 adjustment to the Combined Consolidated Statements of Operations for the twelve months ended December 31, 2024 assumes the Convertible Note is paid down at maturity.

5(D). Represents the Land Acquisition ($8,575,000), financed by the net proceeds from the Convertible Note ($5,000,000) and cash on hand ($3,575,000).