White River Energy : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

Between November 8, 2023 and December 5,2023, the Company entered into a Securities Purchase Agreement ("SPA") with accredited investors ("Purchasers") whereby the Purchasers purchased a total of 3,072,975 Units from the Company, with each Unit consisting of one share of the Company's common stock (for a total of 3,072,975 shares of common stock) and five-year warrants to two shares of Common Stock (the "Warrants") (for a total of 6,145,950 Warrants), at a purchase price of $0.777 per Unit for a total purchase price of $2,387,701.

Each Warrant will be exercisable at $1.00 per share for a period of five years from the earlier of (i) the effectiveness of a registration statement registering the resale of the common stock issuable upon exercise of such Warrants and (ii) December 31, 2023. The Company also entered into a Registration Rights Agreement with the Purchasers under which the Company agreed to register the sale by the Purchasers of the shares of Common Stock and Warrants by filing a registration statement on Form S-1 within 30 days after the final closing of the offering, and to cause such registration statement to be declared effective within 60 days thereafter.

The net proceeds from the offering, after offering expenses and related costs, will primarily be used for growth capital, working capital, repayment of indebtedness, the purchase of oil and gas mineral leases, and drilling oil of wells.

The foregoing description of the terms of the SPA, the Warrants, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, forms of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K.

The offer and sale of the Units pursuant to the SPA was not registered under the Securities Act of 1933 and was exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.