EX-FILING FEES 8 exh107_18750.htm FILING FEE TABLES

Exhibit 107

 

Calculation of Filing Fee Tables

  

S-3

(Form Type)

 

 

EMPIRE PETROLEUM CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Table 1: Newly Registered and Carry Forward Securities

 

 

 

 

 

Security
Type

 

 

 

Security
Class Title

 

 

Fee Calculation or Carry Forward Rule

 

 

 

Amount Registered

 

 

Proposed Maximum Offering Price Per Unit

 

 

Maximum Aggregate Offering Price

 

 

 

Fee Rate

 

 

 

Amount of Registration Fee

 

 

Carry Forward Form Type

 

 

Carry Forward File
Number

 

 

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold
Securities to be Carried Forward
Newly Registered Securities

Fees to Be

Paid

Debt Debt Securities(1)                    

Fees

Previously Paid

Equity Common Stock, par value $0.001 per share                    
  Equity Preferred Stock, par value $0.001 per share                    
  Other Depositary Shares(2)                    
  Other Warrants                    
  Other Subscription Rights                    
  Other Purchase Contracts                    
  Other Guarantees of the Non-Convertible Debt(3)
Securities
                   
  Unallocated  
(Universal) Shelf(4)
- Rule 457(o) - - $350,000,000 00011020  $38,570(5)        
Carry Forward Securities

Carry

Forward Securities

                       
  Total Offering Amounts   $350,000,000   $38,570        
    Total Fees Previously Paid                
  Total Fee Offsets       $27,810        
  Net Fee Due       $10,760        

 

 

 

 

 

 

(1)       If any Debt Securities are issued at an original issue discount, then the offering price of the Debt Securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $350,000,000 less the offering price of any security previously issued hereunder.

(2)       Such indeterminate number of Depositary Shares to be evidenced by Depositary Receipts issued pursuant to a deposit agreement. In the event that the registrant elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons purchasing the fractional interests and the shares of Preferred Stock will be issued to the depositary under the deposit agreement.

(3)       Subsidiaries of Empire Petroleum Corporation named as co-registrants may fully, irrevocably and unconditionally guarantee on an unsecured basis the non-convertible debt securities of Empire Petroleum Corporation. Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee is payable in connection with the Guarantees.

(4)       The securities registered consist of $350,000,000 of an indeterminate number or amount of Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Units and Guarantees, as may be issued from time to time at indeterminate prices. In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $350,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. This registration statement also covers an indeterminate amount of securities registered hereunder and listed in the “Newly Registered and Carry Forward Securities” table above as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder and listed in the “Newly Registered and Carry Forward Securities” table above.

(5)       This registration statement includes unsold Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Units and Guarantees of Empire Petroleum Corporation and its subsidiaries named as co-registrants (the “Unsold Securities”) with an aggregate offering price of $300,000,000 that were previously covered by registration statement no. 333-260570 initially filed on October 28, 2021 (the “Prior Registration Statement”). Pursuant to Rule 457(p) of the Securities Act, the registrant is offsetting the registration fee due under this registration statement by $27,810, which represents the portion of the registration fee previously paid with respect to $300,000,000 of unsold securities previously registered on the Prior Registration Statement.

 

 

 

 

 

 

 

 

 

 

 

 

Table 1: Newly Registered and Carry Forward Securities

 

 

 

 

Registrant or Filer Name

 

Form or Filing Type

 

 

File
Number

 

 

Initial Filing Date

 

 

Filing Date

 

 

Fee Offset Claimed

 

Security Type Associated with
Fee
Offset Claimed

 

Security Title Associated with Fee Offset Claimed

 

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset

Claimed

 

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Fee Offset

Claims

                     
Fee Offset Sources                      
Rule 457(p)

Fee
Offset

Claims

Empire Petroleum Corporation S-3 333-260570 October 28, 2021   $27,810 - Common Stock,  Warrants, Subscription Rights, Purchase Contracts, and Units - $300,000,000  
Fee
Offset Sources
Empire Petroleum Corporation S-3 333-260570   October 28, 2021           $27,810