SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Riley Exploration Permian, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

76665T 102

(CUSIP Number)

Bryan H. Lawrence

Riley Exploration Group, LLC

29 East Reno, Suite 500

Oklahoma City, Oklahoma 73104

(212) 515-2112

Copies to:

Jesse E. Betts

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street

Suite 1800

Dallas, Texas 75201

(214) 969-2779

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 14, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	RILEY EXPLORATION GROUP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,255,201
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,255,201
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,255,201
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.17% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) On February 26, 2021, Riley Exploration Permian, Inc., formerly Tengasco, Inc. (the “Issuer”) completed a business combination pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020, by and among the Issuer, Antman Sub, LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Issuer (“Merger Sub”), and Riley Exploration – Permian, LLC (“REP”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among the Issuer, Merger Sub and REP (the “Merger Agreement”).  Pursuant to the Merger Agreement, Merger Sub merged with and into REP, with REP continuing as the surviving entity in the merger and a wholly-owned subsidiary of the Issuer (the “Merger”).  In connection with the Merger, the Issuer issued shares of the Issuer’s common stock, $0.001 par value per share (the “Common Stock”), to REP’s unitholders, including Riley Exploration Group, LLC (“REXG”), at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the 1-for-12 reverse stock split of the Issuer’s Common Stock, effective February 26, 2021 (the “Reverse Stock Split”) in exchange for each common unit of REP held by REP’s unitholders as of the effective time of the Merger (the “Effective Time”).  The source of funds for the REP units held by REXG prior to the Merger was provided by its members.

 (2) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”).

2

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN ENERGY PARTNERS VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (2)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0 (2)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.00% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time. REXG and Yorktown Energy Partners VII, L.P. (“Yorktown VII”) are parties to that certain Redemption Agreement, dated as of September 14, 2022 (the “Yorktown VII Redemption Agreement”), whereby REXG redeemed its membership units held by Yorktown VII in exchange for 155,324 shares of Common Stock (the “Redemption”).

(2) These securities are directly held by Yorktown VII.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

3

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN VII COMPANY LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (2)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0 (2)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.00% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time. REXG and Yorktown VII are parties to the Yorktown VII Redemption Agreement, whereby REXG redeemed its membership units held by Yorktown VII in exchange for 155,324 shares of Common Stock.

(2) These securities are held directly by Yorktown VII.  Yorktown VII Company LP is the sole general partner of Yorktown VII.  As a result, Yorktown VII Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown VII.  Yorktown VII Company LP disclaims beneficial ownership of the securities owned by Yorktown VII in excess of its pecuniary interests therein.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

4

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN VII ASSOCIATES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (2)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			0 (2)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.00% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time. REXG and Yorktown VII are parties to the Yorktown VII RedemptionAgreement, whereby REXG redeemed its membership units held by Yorktown VII in exchange for 155,324 shares of Common Stock.

(2) These securities are held directly by Yorktown VII.  Yorktown VII Company LP is the sole general partner of Yorktown VII, and Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP.  As a result, Yorktown VII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown VII.  The managers of Yorktown VII Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta and Robert A. Signorino.  Yorktown VII, Yorktown VII Company LP and Yorktown VII Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein.  The managers of Yorktown VII Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

5

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN ENERGY PARTNERS VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,075,254 (2)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,075,254 (2)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,075,254
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.33% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time. Yorktown Energy Partners VIII, L.P. (“Yorktown VIII”) elected to participate in that certain Offer to Exchange (the “Offer to Exchange”) whereby REXG redeemed its membership units held by Yorktown VIII in exchange for 1,075,254 shares of Common Stock (the “Exchange”).

(2) These securities are directly held by Yorktown VIII.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

6

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN VIII COMPANY LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,075,254 (2)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,075,254 (2)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,075,254 (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.33% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2) These securities are held directly by Yorktown VIII.  Yorktown VIII Company LP is the sole general partner of Yorktown VIII.  As a result, Yorktown VIII Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown VIII.  Yorktown VIII Company LP disclaims beneficial ownership of the securities owned by Yorktown VIII in excess of its pecuniary interests therein.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

7

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN VIII ASSOCIATES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,075,254 (2)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,075,254 (2)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,075,254 (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.33% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2) These securities are directly held by Yorktown VIII.  Yorktown VIII Company LP is the sole general partner of Yorktown VIII, and Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP.  As a result, Yorktown VIII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown VIII.  The managers of Yorktown VIII Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence.  Yorktown VIII Company LP and Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by Yorktown VIII in excess of their pecuniary interests therein.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

8

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN ENERGY PARTNERS IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,255,201 (2)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,255,201 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,255,201 (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.17% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2) These securities are directly held by REXG.  Pursuant to the terms of the Amended and Restated Limited Liability Agreement of REXG (“REXG LLC Agreement”), Yorktown Energy Partners IX, L.P. (“Yorktown IX”) and Yorktown Energy Partners X, L.P.  (“Yorktown X”) (collectively, “Yorktown”), have the ability to elect a majority of the Board of Managers of REXG.   Yorktown IX disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

9

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN IX COMPANY LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,255,201 (2)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,255,201 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,255,201 (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.17% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2) These securities are directly held by REXG.  Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Yorktown IX Company LP is the sole general partner of Yorktown IX.  As a result, Yorktown IX Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown IX.  Yorktown IX Company LP disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

10

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN IX ASSOCIATES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,255,201 (2)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,255,201 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,255,201 (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.17% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2) These securities are directly held by REXG.  Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Yorktown IX Company LP is the sole general partner of Yorktown IX, and Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP.  As a result, Yorktown IX Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown IX.  The managers of Yorktown IX Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence.  Yorktown IX, Yorktown IX Company LP and Yorktown IX Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein.  The managers of Yorktown IX Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(3) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

11

CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN ENERGY PARTNERS X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			390,860 (2)
		8	SHARED VOTING POWER
			2,255,201 (3)
		9	SOLE DISPOSITIVE POWER
			390,860 (2)
		10	SHARED DISPOSITIVE POWER
			2,255,201 (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,646,061
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.11% (4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.  REXG and Yorktown X are parties to a Second Amended and Restated Exchangeable Promissory Note (the “Note”), dated as of July 22, 2021, whereby REXG promises to pay to Yorktown X a principal sum plus interest.  Interest accrues at a rate of fifteen percent (15.00%) per annum.  There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice.  REXG can prepay the Note at any time.  Pursuant to the terms of the Note, the Note is exchangeable for Common Stock of the Issuer.  On July 28, 2021, Yorktown X elected to exchange the Note for 390,860 shares of Common Stock.

(2) These securities are directly held by Yorktown X.

(3) These securities are directly held by REXG.  Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Yorktown X disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

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CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN X COMPANY LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			390,860 (2)
		8	SHARED VOTING POWER
			2,255,201 (3)
		9	SOLE DISPOSITIVE POWER
			390,860 (2)
		10	SHARED DISPOSITIVE POWER
			2,255,201 (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,646,061
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.11% (4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.  REXG and Yorktown X are parties to the Note, whereby REXG promises to pay to Yorktown X a principal sum plus interest.  Interest accrues at a rate of fifteen percent (15.00%) per annum.  There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice.  REXG can prepay the Note at any time.  Pursuant to the terms of the Note, the Note is exchangeable for Common Stock of the Issuer.  On July 28, 2021, Yorktown X elected to exchange the Note for 390,860 shares of Common Stock.

(2) These securities are held directly by Yorktown X.  Yorktown X Company LP is the sole general partner of Yorktown X.  As a result, Yorktown X Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown X.  Yorktown X Company LP disclaims beneficial ownership of the securities owned by Yorktown X in excess of its pecuniary interests therein.

(3) These securities are directly held by REXG.  Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Yorktown X Company LP is the sole general partner of Yorktown X.  As a result, Yorktown X Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown X.  Yorktown X Company LP disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

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CUSIP No. 76665T 102

1	NAMES OF REPORTING PERSONS
	YORKTOWN X ASSOCIATES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			390,860 (2)
		8	SHARED VOTING POWER
			2,255,201 (3)
		9	SOLE DISPOSITIVE POWER
			390,860 (2)
		10	SHARED DISPOSITIVE POWER
			2,255,201 (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,646,061
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.11% (4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended.  In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.  REXG and Yorktown X are parties to the Note, whereby REXG promises to pay to Yorktown X a principal sum plus interest.  Interest accrues at a rate of fifteen percent (15.00%) per annum.  There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice.  REXG can prepay the Note at any time.  Pursuant to the terms of the Note, the Note is exchangeable for Common Stock of the Issuer.  On July 28, 2021, Yorktown X elected to exchange the Note for 390,860 shares of Common Stock.

(2) These securities are held directly by Yorktown X.  Yorktown X Company LP is the sole general partner of Yorktown X, and Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP.  As a result, Yorktown X Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Stock owned by Yorktown X.  The managers of Yorktown X Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence.  Yorktown X, Yorktown X Company LP and Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by Yorktown X in excess of their pecuniary interests therein.  The managers of Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by Yorktown X.

(3) These securities are directly held by REXG.  Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Yorktown X Company LP is the sole general partner of Yorktown X, and Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP.  As a result, Yorktown X Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown X.  The managers of Yorktown X Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence.  Yorktown X, Yorktown X Company LP and Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein.  The managers of Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(4) Based upon an estimated 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Form 10-Q.

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CUSIP No. 76665T 102

Explanatory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on July 30, 2021, as amended by Amendment No. 2 to the Original Schedule 13D filed with the SEC on October 18, 2021 (collectively, the “Schedule 13D”). This Amendment No. 3 constitutes an “exit filing” for Yorktown VII. This Amendment No. 3 amends the information disclosed in the Schedule 13D as set forth herein.  Except as otherwise specified in this Amendment No. 3, all Items remain unchanged in all material respects. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented as follows:

On September 14, 2022, REXG entered into a Redemption Agreement with Yorktown VII, pursuant to which REXG redeemed all of its membership units held by Yorktown VII in exchange for shares of Common Stock of the Issuer. Pursuant to the Redemption Agreement dated as of September 14, 2022, by and between REXG and Yorktown VII, Yorktown VII received 155,324 shares of Common Stock.

On July 11, 2023, REXG made an offer to exchange (the “Offer to Exchange”) its membership units in exchange for shares of Common Stock of the Issuer. Pursuant to the Exchange Agreement dated as of July 14, 2023, by and between REXG and Yorktown VIII, Yorktown VIII received 1,075,254 shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The information below is based on an estimated total of 20,182,205 shares of Common Stock of the Issuer issued and outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

(a)          Yorktown VIII, Yorktown VIII Co, and Yorktown VIII Associates beneficially own 1,075,254 shares of Common Stock of the Issuer, representing 5.33% of the outstanding Common Stock of the Issuer. Each of REXG, Yorktown IX, Yorktown IX Co and Yorktown IX Associates beneficially owns an aggregate of 2,255,201 shares of Common Stock of the Issuer, representing 11.17% of the outstanding Common Stock of the Issuer. Yorktown X, Yorktown X Co, and Yorktown X Associates beneficially own 2,646,061 shares of Common Stock of the Issuer, representing 13.11% of the outstanding Common Stock of the Issuer.  Each Reporting Person disclaims beneficial ownership of the reported Common Stock except to the extent of such Reporting Person’s pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose.

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CUSIP No. 76665T 102

(b)        REXG directly owns 2,255,201 shares of Common Stock of the Issuer. Yorktown X directly owns 390,860 shares of Common Stock of the Issuer.  Yorktown IX and Yorktown X (collectively, “Yorktown”) collectively own a majority interest in REXG.  Pursuant to the terms of the Amended and Restated Limited Liability Agreement of REXG (“REXG LLC Agreement”), Yorktown has the ability to elect a majority of the Board of Managers of REXG.  Because Yorktown IX Associates is the sole general partner of Yorktown IX Co, the sole general partner of Yorktown IX, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown IX.  Yorktown IX, Yorktown IX Co and Yorktown IX Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein.  Because Yorktown X Associates is the sole general partner of Yorktown X Co, the sole general partner of Yorktown X, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown X. Yorktown X, Yorktown X Co and Yorktown Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein and Yorktown X Co and Yorktown X Associates disclaim beneficial ownership of the shares owned by Yorktown X except to the extent of their pecuniary interest therein.

(c)          Except as set forth below, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

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CUSIP No. 76665T 102

Reporting Person	Date	Acquisition/Disposition	Price per Share of Common Stock	Number of Shares of Common Stock
Riley Exploration Group, LLC	July 14, 2023	Disposition as part of the Offer to Exchange	REXG transferred approximately 0.58121840 shares of Common Stock for each REXG membership unit it exchanged.	1,075,254
Yorktown Energy Partners VIII, L.P.	July 14, 2023	Acquisition as part of the Offer to Exchange	Yorktown VIII received approximately 0.58121840 shares of Common Stock for each REXG membership unit that was exchanged.	1,075,254

On September 22, 2022, Yorktown VII distributed in-kind, on a pro-rata basis and for no additional consideration, in accordance with its limited partnership agreement, an aggregate of 155,324 shares of Common Stock of the Issuer, to its limited and general partners (the “First Distribution”). Upon consummation of the First Distribution by Yorktown VII, Yorktown VII Co distributed in-kind, on a pro rata basis and for no additional consideration, in accordance with its limited partnership agreement, all 2,330 shares of Common Stock of the Issuer received in the First Distribution to its limited and general partners (the “Subsequent Distribution”). Upon the consummation of the Subsequent Distribution by Yorktown VII Co, Yorktown VII Associates distributed in-kind, on a pro rata basis and for no additional consideration, in accordance with its operating agreement, all 12 shares of Common Stock of the Issuer received in the Subsequent Distribution to its members.

(d)          Except as otherwise described herein, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported on this Schedule 13D.

(e)          Not applicable.

Item  6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1.1*	Joint Filing Agreement dated March 8, 2021.
Exhibit 2.1	Redemption Agreement dated September 14, 2022, by and between Yorktown Energy Partners VII, L.P. and Riley Exploration Group, LLC.
Exhibit 2.2	Exchange Agreement dated July 14, 2023, by and between Yorktown Energy Partners VIII, L.P. and Riley Exploration Group, LLC.

* Previously filed.

17

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 19, 2023
RILEY EXPLORATION GROUP, LLC
By:	/s/ Bryan H. Lawrence
	Name:	Bryan H. Lawrence
	Title:	Manager

18

YORKTOWN ENERGY PARTNERS VII, L.P.
By:	Yorktown VII Company LP, Its General Partner
By:	Yorktown VII Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN VII COMPANY LP
By:	Yorktown VII Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN VII ASSOCIATES LLC
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member

19

YORKTOWN ENERGY PARTNERS VIII, L.P.
By:	Yorktown VIII Company LP, Its General Partner
By:	Yorktown VIII Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN VIII COMPANY LP
By:	Yorktown VIII Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN VIII ASSOCIATES LLC
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN ENERGY PARTNERS IX, L.P.
By:	Yorktown IX Company LP, Its General Partner
By:	Yorktown IX Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN IX COMPANY LP
By:	Yorktown IX Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member

20

YORKTOWN IX ASSOCIATES LLC
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN ENERGY PARTNERS X, L.P.
By:	Yorktown X Company LP, Its General Partner
By:	Yorktown X Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN X COMPANY LP
By:	Yorktown X Associates LLC, Its General Partner
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member
YORKTOWN X ASSOCIATES LLC
By:	/s/ Robert A. Signorino
	Name:	Robert A. Signorino
	Title:	Managing Member

21

EX-99.1

Exhibit 2.1

REDEMPTION AGREEMENT

THIS REDEMPTION AGREEMENT (this “Agreement”)is made and entered into effective as of September 14, 2022 (the “Effective Date”),by and among Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Assignor”),and Riley Exploration Group, LLC, a Delaware limited liability company (the “Company”).

RECITALS:

WHEREAS, Assignor is the record and beneficial owner of 239,992 Units (the “Redeemed Units”);

WHEREAS, the Company desires to sell and redeem the Redeemed Units in exchange for the Company transferring to Assignor 155,324 shares of common stock, par value $0.001 per share, of Riley Exploration Permian, Inc., a Delaware corporation (“REPX”), held by the Company (the “REPX Shares”);

WHEREAS, Assignor is an Affiliate of the Company, and the transfer of the Redeemed Units from Assignor to the Company in connection with such sale and redemption is an Excluded Affiliate Transfer; and

WHEREAS, Assignor and the Company wish to effectuate the sale and redemption of the Redeemed Units in exchange for the transfer of the REPX Shares upon the terms and conditions set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINED TERMS

1.1          Definitions.  Capitalized terms used but not defined herein shall have the meanings given such terms in the Amended and Restated Limited Liability Company Agreement of the Company dated December 31, 2020, as amended by that certain Amendment No. 1 dated effective July 25, 2021 and that certain Amendment No. 2 dated effective October 13, 2021 (as may be further amended, the “LLC Agreement”).

ARTICLE II

SALE AND REDEMPTION OF THE REDEEMED UNITS

2.1          Sale and Redemption of the Redeemed Units.  Upon the terms and subject to the conditions of this Agreement, and for the consideration set forth in this Agreement, Assignor hereby conveys, transfers, sells, and assigns to the Company, and the Company hereby purchases and redeems from Assignor, the Redeemed Units and any and all rights in connection therewith and belonging thereto, including without limitation all allocations of income and expense, profits, losses and distributions after the Effective Date.

2.2          Consideration; Mutual Release.  In consideration for the Redeemed Units, the Company agrees to take all action necessary to transfer the REPX Shares to Assignor, including, without limitation, executing all stock powers and certifications required or requested by the transfer agent and registrar of REPX or legal counsel to REPX. EXCEPT FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, EACH PARTY (EACH, A “RELEASING PARTY”) HEREBY RELEASES AND FOREVER DISCHARGES THE OTHER PARTY, ITS PRESENT AND FORMER DIRECT OR INDIRECT AFFILIATES AND EACH AND ALL OF THEIR AND THEIR AFFILIATES’ RESPECTIVE EQUITY HOLDERS, MEMBERS, PARTNERS, MANAGERS, EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, ADVISORS, SUCCESSORS OR ASSIGNS (EACH, A “RELEASED PARTY”) FROM ANY AND ALL CLAIMS, OBLIGATIONS, DAMAGES, COSTS, COMPENSATION AND LIABILITIES OF ANY KIND OR NATURE WHATSOEVER THAT THE RELEASING PARTY OR ITS SUCCESSORS OR PERMITTED ASSIGNS MAY HAVE NOW OR IN THE FUTURE, KNOWN OR UNKNOWN, LIQUIDATED OR UNLIQUIDATED, DERIVED OR ARISING FROM OR IN CONNECTION WITH THE REDEEMED UNITS OR ASSIGNOR HAVING BEEN A MEMBER. EACH RELEASING PARTY COVENANTS NOT TO SUE ANY RELEASED PARTY FOR ANY MATTER OR CLAIM COVERED BY THIS RELEASE.

2.3        Effect of Redemption; Cancellation of Redeemed Units. Assignor acknowledges and confirms that the purchase and redemption of the Redeemed Units as contemplated by this Agreement shall constitute a full and complete redemption of the Redeemed Units and that, as of the Effective Date, Assignor shall have no further interest or claim in the Redeemed Units. As of the Effective Date, the Redeemed Units shall be automatically cancelled and retired and will cease to exist and be outstanding without any further action by the Company, the Board of Managers or the Members.

2.4          Tax Considerations. No distributions, profits or losses or related income tax allocations as it relates to the Redeemed Units for the period after the Effective Date shall be allocated to Assignors.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1          Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to Assignor as of the date hereof:

(a)          Authorization and Authority. This Agreement has been duly authorized and validly executed and delivered by the Company and constitutes the valid, legal and binding obligation of the Company and is enforceable against the Company in accordance with the terms hereof. The Company has full legal capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

(b)          No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate or conflict with any document, agreement or instrument to which the Company is a party or by which the Company is otherwise bound.

2

(c)          REPX Shares.  The Company has not sold, assigned, transferred, conveyed, pledged or otherwise disposed of or encumbered any of the REPX Shares. The Company has exclusive good, valid and indefeasible title to the REPX Shares, free and clear of any and all liens, security interests, pledges, restrictions, burdens, options and other encumbrances, other than under any applicable federal or state securities law or regulation (collectively, “Liens”).  Following the assignment and transfer of the REPX Shares to Assignor as contemplated by this Agreement, the REPX Shares shall have been transferred exclusively to Assignor, free and clear of all Liens.  The Company acknowledges and agrees that (i) if not assigned and transferred by the Company hereunder, in the future, the REPX Shares may be sold for a price far in excess of the fair market value of the Redeemed Units, and (ii) the future values of the REPX Shares and the Redeemed Units are unknown and, no matter the degree of any increase, the Company wishes to effect the transactions contemplated by this Agreement.

3.2          Representations and Warranties of Assignor. Assignor hereby makes the following representations and warranties to the Company as of the date hereof:

(a)          Authorization and Authority. This Agreement has been duly authorized and validly executed and delivered by Assignor and constitutes the valid, legal and binding obligation of Assignor and is enforceable against Assignor in accordance with the terms hereof. Assignor has full legal capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

(b)          No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate or conflict with any document, agreement or instrument to which Assignor is a party or by which Assignor is otherwise bound.

(c)          Redeemed Units.  Assignor has not sold, assigned, transferred, conveyed, pledged or otherwise disposed of or encumbered any of the Redeemed Units, other than as set forth in the LLC Agreement. Assignor has exclusive good, valid and indefeasible title to the Redeemed Units, free and clear of any and all Liens, other than as set forth in the LLC Agreement.  Following the assignment and transfer of the Redeemed Units to the Company as contemplated by this Agreement (and immediately prior to the cancellation of the Redeemed Units), the Redeemed Units shall have been transferred exclusively to the Company, free and clear of all Liens other than as set forth in the LLC Agreement.  Assignor acknowledges and agrees that (i) if not redeemed by the Company hereunder, in the future, the Redeemed Units may be sold for a price far in excess of the fair market value of the REPX Shares, and (ii) the future values of the Redeemed Units and the REPX Shares are unknown and, no matter the degree of any increase, Assignor wishes to effect the transactions contemplated by this Agreement.

ARTICLE IV

MISCELLANEOUS

4.1          Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted legal representatives, successors, and permitted assigns.

3

4.2          Amendment. This Agreement may be modified or amended only by a writing duly executed by each party hereto affected by such modification or amendment.

4.3          Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

4.4          No Third-Party Beneficiary. Other than the Released Parties, who are explicitly intended to be third party beneficiaries of Section 2.2, the terms and provisions of this Agreement are intended solely for the benefit of the Assignors and the Company, and their respective successors and permitted assigns and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

4.5          Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof.

4.6          Headings. The headings in the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect the meaning or interpretation hereof.

4.7          Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby.

4.8          Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns. No party to this Agreement may assign this Agreement without the prior written consent of the other party.

4.9          Legal Counsel. The Company acknowledges that Akin Gump Strauss Hauer & Feld LLP represents Assignor in connection with the negotiation and preparation of this Agreement and the transactions contemplated hereby, and Akin Gump Strauss Hauer & Feld LLP shall owe no duties directly to the Company. The Company confirms that he has been advised to consult with its own legal, financial and tax advisors regarding this Agreement and the transactions contemplated hereby, and has been afforded the opportunity to consult with advisors that it deems advisable in connection with the negotiation and execution of this Agreement.

4.10        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflict of law principles that would require the application of the laws of another jurisdiction.

[Signature page follows.]

4

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the Effective Date.

COMPANY:
RILEY EXPLORATION GROUP, LLC
By:	/s/ Corey N. Riley
	Corey N. Riley,
	President
ASSIGNOR:
YORKTOWN ENERGY PARTNERS VII, L.P.
By:	Yorktown VII Company LP,
	its general partner
By:	Yorktown VII Associates LLC,
	its general partner
By:	/s/ Bryan H. Lawrence
	Bryan H. Lawrence,
	Managing Member

Redemption Agreement

Signature Page

EX-99.2

Exhibit 2.2

EXCHANGE AGREEMENT

(Stock Consideration)

THIS EXCHANGE AGREEMENT (this “Agreement”)is made and entered into effective as of July 14, 2023 (the “Effective Date”),by and among Yorktown Energy Partners VIII, L.P. (the “Participating Member”),and Riley Exploration Group, LLC, a Delaware limited liability company (the “Company”).

RECITALS:

WHEREAS, the Participating Member is the record and beneficial owner of 1,850,000 Units of membership interests of Riley Exploration Group, LLC (the “Exchange Units”);

WHEREAS, pursuant to that certain Amended and Restated Offer to Exchange, dated as of July 11, 2023 (the “Offer to Exchange”), and upon the terms and subject to the conditions set forth therein and herein, the Company has offered to exchange outstanding units of membership interests of the Company for shares of common stock of Riley Exploration Permian, Inc., a Delaware corporation (“REP”), which stock is publicly traded under the symbol REPX, calculated at an exchange rate of 0.58121840 shares of common stock of REP for each Unit (the “Exchange Rate”);

WHEREAS, the Participating Member and the Company each desire to exchange the Exchange Units for 1,075,254 shares of common stock, par value $0.001 per share, of REP held by the Company (the “REP Shares”); and

WHEREAS, the Participating Member and the Company wish to effectuate the exchange of the Exchange Units for the REP Shares upon the terms and conditions set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon review of the Offer to Exchange, the parties hereto hereby agree as follows:

ARTICLE I

DEFINED TERMS

1.1          Definitions.  Capitalized terms used but not defined herein shall have the meanings given such terms in the Amended and Restated Limited Liability Company Agreement of the Company dated December 31, 2020, as amended by that certain Amendment No. 1 dated effective July 25, 2021, that certain Amendment No. 2 dated effective October 13, 2021 and that certain Amendment No. 3 dated effective September 14, 2022 (as may be further amended, the “LLC Agreement”).

ARTICLE II

EXCHANGE OF THE EXCHANGE UNITS

2.1          Exchange of the Exchange Units.  Upon the terms and subject to the conditions of this Agreement and the Offer to Exchange, and for the consideration set forth in this Agreement, the Participating Member hereby irrevocably assigns and transfers to or upon the order of the Company all right, title, entitlement and interest in and to all the Exchange Units, including without limitation all allocations of income and expense, profits, losses and distributions after the Effective Date.

2.2         Consideration; Mutual Release.  In consideration for the Exchange Units, the Company agrees to take all action necessary to transfer the REP Shares to the Member, including, without limitation, (i) transferring or assigning to the Participating Member certain registration rights it has under that certain Second Amended and Restated Registration Rights Agreement dated October 7, 2020, by and among Riley Exploration – Permian, LLC, Riley Exploration Group, Inc., Yorktown Energy Partners XI, L.P., Boomer Petroleum, LLC, Bluescape Riley Exploration Holdings, LLC, Bluescape Riley Acquisition Company LLC and certain other parties thereto (the “Registration Rights Agreement”), as a permitted transferee thereunder, subject to the Participating Member’s agreement to assume in writing responsibility for its portion of the obligations as a “Holder” under the Registration Rights Agreement and compliance with other terms and conditions of the Registration Rights Agreement applicable to such Holder, (ii) providing to REP prompt notice of such transfer or assignment contemplated by clause (i) above, (iii) executing all stock powers and certifications required or requested by the transfer agent and registrar of REP or legal counsel to REP. EXCEPT FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, EACH PARTY (EACH, A “RELEASING PARTY”) HEREBY RELEASES AND FOREVER DISCHARGES THE OTHER PARTY, ITS PRESENT AND FORMER DIRECT OR INDIRECT AFFILIATES AND EACH AND ALL OF THEIR AND THEIR AFFILIATES’ RESPECTIVE EQUITY HOLDERS, MEMBERS, PARTNERS, MANAGERS, EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, ADVISORS, SUCCESSORS OR ASSIGNS (EACH, A “RELEASED PARTY”) FROM ANY AND ALL CLAIMS, OBLIGATIONS, DAMAGES, COSTS, COMPENSATION AND LIABILITIES OF ANY KIND OR NATURE WHATSOEVER THAT THE RELEASING PARTY OR ITS SUCCESSORS OR PERMITTED ASSIGNS MAY HAVE NOW OR IN THE FUTURE, KNOWN OR UNKNOWN, LIQUIDATED OR UNLIQUIDATED, DERIVED OR ARISING FROM OR IN CONNECTION WITH THE EXCHANGE UNITS OR THE PARTICIPATING MEMBER HAVING BEEN A MEMBER. EACH RELEASING PARTY COVENANTS NOT TO SUE ANY RELEASED PARTY FOR ANY MATTER OR CLAIM COVERED BY THIS RELEASE.

2.3          Effect of Exchange; Cancellation of Exchange Units. The Participating Member acknowledges and confirms that the exchange of the Exchange Units as contemplated by this Agreement shall constitute a full and complete redemption of the Exchange Units and that, as of the Effective Date, the Participating Member shall have no further interest or claim in the Exchange Units. As of the Effective Date, the Exchange Units shall be automatically cancelled and retired and will cease to exist and be outstanding without any further action by the Company, the Board of Managers or the Members.

2.4         Tax Considerations. No distributions, profits or losses or related income tax allocations related to the Exchange Units for the period after the Effective Date shall be allocated to the Participating Member.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1          Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Participating Member as of the date hereof:

(a)         Authorization and Authority. This Agreement has been duly authorized and validly executed and delivered by the Company and constitutes the valid, legal and binding obligation of the Company and is enforceable against the Company in accordance with the terms hereof. The Company has full legal capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

(b)       No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate or conflict with any document, agreement or instrument to which the Company is a party or by which the Company is otherwise bound.

(c)          REP Shares.  The Company has not sold, assigned, transferred, conveyed, pledged or otherwise disposed of or encumbered any of the REP Shares. The Company has exclusive good, valid and indefeasible title to the REP Shares, free and clear of any and all liens, security interests, pledges, restrictions, burdens, options and other encumbrances, other than under any applicable federal or state securities law or regulation (collectively, “Liens”).  Following the assignment and transfer of the REP Shares to the Participating Member as contemplated by this Agreement, the REP Shares shall have been transferred exclusively to the Participating Member, free and clear of all Liens.  The Company acknowledges and agrees that (i) if not assigned and transferred by the Company hereunder, in the future, shares of REP may be sold for a price far in excess of the value of the Exchange Units implied by the Exchange Rate, and (ii) the future values of shares of REP and the Exchange Units are unknown and, no matter the degree of any increase or decrease with respect to either security, the Company wishes to effect the transactions contemplated by this Agreement.

(d)         Neither the Company nor any person who has been or will be paid for its participation in the exchange of the Exchange Units for the REP Shares is qualified as a “bad actor” under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

3.2         Representations and Warranties of the Participating Member. The Participating Member hereby makes the following representations and warranties to the Company as of the date hereof:

(a)          Authorization and Authority. This Agreement has been duly authorized and validly executed and delivered by the Participating Member and constitutes the valid, legal and binding obligation of the Participating Member and is enforceable against the Participating Member in accordance with the terms hereof. The Participating Member has full legal capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

(b)       No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate or conflict with any document, agreement or instrument to which the Participating Member is a party or by which the Participating Member is otherwise bound.

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(c)          Exchange Units.  The Participating Member has not sold, assigned, transferred, conveyed, pledged or otherwise disposed of or encumbered any of the Exchange Units, other than any encumbrance set forth in the LLC Agreement. The Participating Member has exclusive good, valid and indefeasible title to the Exchange Units, free and clear of any and all Liens other than as set forth in the LLC Agreement.  Following the assignment and transfer of the Exchange Units to the Company as contemplated by this Agreement (and immediately prior to the cancellation of the Exchange Units), the Exchange Units shall have been transferred exclusively to the Company, free and clear of all Liens other than as set forth in the LLC Agreement.  The Participating Member acknowledges and agrees that (i) if not exchanged by the Company in connection with the transactions contemplated by the Offer to Exchange, in the future, Units may be sold for a price far in excess of the value of the REP Shares received in exchange therefor as of the Effective Date, and (ii) the future values of the Units and the REP Shares are unknown and, no matter the degree of any increase or decrease in the value of either security, the Participating Member wishes to effect the transactions contemplated by this Agreement.

(d)          Accredited Investor. The Participating Member is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. The Participating Member has experience in financial or business matters and is capable of evaluating the merits and risks of the investment in the REP Shares received by the Participating Member in the exchange of the Exchange Units.

(e)          Representations, Warranties and Undertakings in Offer to Exchange. The Participating Member hereby affirms all representations, warranties and undertakings in the Offer to Exchange under the heading “Terms of the Offer—Representations, Warranties and Undertakings.”

ARTICLE IV

MISCELLANEOUS

4.1          Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted legal representatives, successors, and permitted assigns.

4.2          Amendment. This Agreement may be modified or amended only by a writing duly executed by each party hereto affected by such modification or amendment.

4.3          Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

4.4          No Third-Party Beneficiary. Other than the Released Parties, who are explicitly intended to be third party beneficiaries of Section 2.2, the terms and provisions of this Agreement are intended solely for the benefit of the Participating Member and the Company, and their respective successors and permitted assigns and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

4.5          Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof.

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4.6         Headings. The headings in the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect the meaning or interpretation hereof.

4.7         Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby.

4.8         Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns. No party to this Agreement may assign this Agreement without the prior written consent of the other party.

4.10         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflict of law principles that would require the application of the laws of another jurisdiction.

[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the Effective Date.

COMPANY:
	RILEY EXPLORATION GROUP, LLC
	By:	/s/ Corey N. Riley
		Corey N. Riley,
		President

Exchange Agreement

Signature Page

PARTICIPATING MEMBER:
	YORKTOWN ENERGY PARTNERS VIII, L.P.
	By: Yorktown VIII Company LP, its general partner
	By: Yorktown VIII Associates LLC, its general partner
	By:/s/ Robert A. Signorino
	Name: Robert A. Signorino
	Title:   Managing Member

Exchange Agreement

Signature Page