Energy Evolution Master Fund, Ltd. - May 14, 2021 Form 3 Insider Report for EMPIRE PETROLEUM CORP (EP)

Role: 10%+ Owner
Signature: /s/ Sterling Mulacek
Stock symbol: EP
Transactions as of: May 14, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/23/2021, 09:37 PM
Next filing: Jul 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	EP	Common Stock						9.95M	May 14, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	EP	Senior Secured Convertible Note Due December 31, 2021							May 14, 2021	Common Stock	5.2M	$1.25	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Initially, 40% of the principal amount outstanding together with accrued interest thereon may be converted at a conversion price of $1.25 per share, or an aggregate of 5,200,000 shares of Common Stock (without giving effect to any interest that may be converted). Under certain conditions, the maximum number of shares into which the note may be converted increases to 8,125,000 shares of Common Stock (without giving effect to any interest that may be converted).
F2	Initially, the conversion price of under the note is $1.25. The conversion price is subject to customary downward adjustments, including in the event the Company conducts capital raises at a valuation less than $1.25 per share of Common Stock. The conversion price can also be reduced by $0.25 under certain enumerated conditions.

Content

Initially, 40% of the principal amount outstanding together with accrued interest thereon may be converted at a conversion price of $1.25 per share, or an aggregate of 5,200,000 shares of Common Stock (without giving effect to any interest that may be converted). Under certain conditions, the maximum number of shares into which the note may be converted increases to 8,125,000 shares of Common Stock (without giving effect to any interest that may be converted).

Initially, the conversion price of under the note is $1.25. The conversion price is subject to customary downward adjustments, including in the event the Company conducts capital raises at a valuation less than $1.25 per share of Common Stock. The conversion price can also be reduced by $0.25 under certain enumerated conditions.