REPX

Business Context and Reporting Period

This Form 8-K, filed on March 4, 2021, reports events occurring on February 26, 2021. Riley Exploration Permian, Inc. (formerly Tengasco, Inc.) completed a business combination with Riley Exploration – Permian, LLC ("REP LLC"). Following the merger, the Company changed its name to Riley Exploration Permian, Inc. and its ticker symbol to "REPX" on the NYSE American. The Company is now a capital-efficient, independent oil and natural gas company focused on the Permian Basin. The Company also changed its fiscal year-end from December 31 to September 30 to align with REP LLC.

Key Financial Metrics and Capital Structure

Capitalization and Ownership:

• Approximately 16.9 million shares of common stock were issued to REP LLC unitholders.
• Immediately following the merger and a 1-for-12 reverse stock split, there were approximately 17.8 million shares outstanding.
• Former REP LLC unitholders own approximately 95.0% of the Company's common stock.

Debt and Liquidity:

• The Company assumed REP LLC's senior secured revolving credit facility with Truist Bank.
• The facility has a maximum amount of $500 million, with a borrowing base of $132.5 million as of August 31, 2020.
• The maturity date was extended to September 28, 2023.
• The borrowing base is redetermined semiannually based on proved reserves, cash flows, and hedge positions.

Financial Performance:

• The filing text does not provide specific revenue, profit, cash flow, or margin figures for the reporting period. Unaudited and audited financial statements for REP LLC are referenced as Exhibits 99.4 and 99.5 but are not detailed in the text of this report.

Material Changes Versus Prior Period

Corporate Structure and Identity:

• The Company transitioned from Tengasco, Inc. to Riley Exploration Permian, Inc.
• A 1-for-12 reverse stock split was effected.
• The Rights Agreement dated March 16, 2017, was terminated, and the rights expired.

Leadership Changes:

• Former Tengasco directors (Peter Salas, Richard M. Thon, Matthew K. Behrent) and officers (Cary V. Sorensen) resigned.
• The Board of Directors was reconstituted with five members, including Bobby D. Riley (Chairman/CEO) and Michael J. Rugen (CFO).

Debt Covenants:

• The credit facility's maximum net leverage ratio for ordinary quarterly compliance was reduced to 3.5 to 1.0 (from 4.0 to 1.0).
• The minimum hedging requirement was increased to 50% of projected oil and natural gas volumes from PDP reserves on a 24-month rolling basis.

Guidance, Outlook, and Risks

Outlook and Strategy:

• The Company intends to grow reserves, production, and cash flow through the acquisition, exploration, development, and production of oil, natural gas, and NGLs in the Permian Basin.
• Pro forma financial information is expected to be filed within 71 calendar days of March 4, 2021.

Risks and Contingencies:

• Borrowing Base Risk: The amount available to borrow is subject to semiannual redetermination. If borrowings exceed the revised borrowing base, the Company may be required to repay debt or provide additional collateral.
• Covenant Compliance: The Company must maintain a current ratio of not less than 1.0 to 1.0 and a leverage ratio of not greater than 3.5 to 1.0.
• Excess Cash Prepayment: The Company is required to prepay the credit facility if consolidated cash balances exceed the greater of $15 million or 10% of the borrowing base for five consecutive business days without an approved intended use.
• Hedging Restrictions: The Company is permitted to hedge up to 85% of reasonably anticipated production for up to 24 months and up to 75% for 25 to 48 months.

Investor Verification Checklist

• Verify the specific outstanding debt balance and current borrowing base utilization as of the merger closing date (not explicitly stated in the text).
• Review the unaudited condensed consolidated financial statements of REP LLC (Exhibit 99.4) and audited statements (Exhibit 99.5) for historical performance metrics.
• Confirm the pro forma financial information once filed to understand the combined entity's financial position.
• Monitor the Company's compliance with the 50% minimum hedging requirement and the 3.5x leverage ratio covenant.
• Verify the trading status and volume of the new ticker symbol "REPX" on the NYSE American.