EX-99.7 8 vivakorinc_ex99-7.htm EXHIBIT 99.7

Exhibit 99.7

VIVAKOR, INC., ENDEAVOR CRUDE, LLC, MERIDIAN LEASING EQUIPMENT, LLC,

EQUIPMENT TRANSPORT, LLC AND SILVER FUELS PROCESSING, LLC

Unaudited Pro Forma Consolidated Balance Sheets

December 31, 2023

|  | Vivakor, Inc.* |  |  | Endeavor Entities** |  |  | Silver Fuels Processing, LLC |  |  | Adjustments |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 744,307 |  |  | $ | 1,164,555 |  |  | $ | 5,990 |  |  | $ | - |  |  | $ | 1,914,852 |
Cash and cash equivalents, restricted |  |  | - |  |  |  | 1,262,525 |  |  |  | - |  |  |  | - |  |  |  | 1,262,525 |
Accounts receivable |  |  | 2,458,730 |  |  |  | 11,786,096 |  |  |  | 33,287 |  |  |  | (204,329 | )(f) |  |  | 14,073,784 |
Accounts receivable-related party |  |  | 174,083 |  |  |  | 139,134 |  |  |  | 30,750 |  |  |  | - |  |  |  | 343,967 |
Prepaid expenses |  |  | 74,876 |  |  |  | 546,655 |  |  |  | 63,309 |  |  |  | - |  |  |  | 684,840 |
Marketable securities |  |  | 495,826 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 495,826 |
Inventories |  |  | 44,632 |  |  |  | 46,784 |  |  |  | - |  |  |  | - |  |  |  | 91,416 |
Other assets |  |  | 1,118,188 |  |  |  | 2,953,305 |  |  |  | - |  |  |  | - |  |  |  | 4,071,493 |
Total current assets |  |  | 5,110,642 |  |  |  | 17,899,054 |  |  |  | 133,336 |  |  |  | (204,329 | ) |  |  | 22,938,703 |
Other investments |  |  | 4,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,000 |
Other assets |  |  | - |  |  |  | 871,655 |  |  |  | 2,992 |  |  |  | - |  |  |  | 874,647 |
Notes receivable |  |  | 213,168 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 213,168 |
Property and equipment, net |  |  | 24,299,317 |  |  |  | 65,895,192 |  |  |  | 1,157,113 |  |  |  | - |  |  |  | 91,351,622 |
Right of use assets-operating leases |  |  | 1,534,870 |  |  |  | 5,657,160 |  |  |  | - |  |  |  | - |  |  |  | 7,192,030 |
License agreements, net |  |  | 1,651,324 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,651,324 |
Intellectual property, net |  |  | 23,437,654 |  |  |  | - |  |  |  | - |  |  |  | 11,552,563 | (c)(d) |  |  | 34,990,217 |
Goodwill |  |  | 14,984,768 |  |  |  | - |  |  |  | - |  |  |  | 22,327,689 | (b) |  |  | 37,312,457 |
Total assets |  | $ | 71,235,743 |  |  | $ | 90,323,061 |  |  | $ | 1,293,441 |  |  | $ | 33,675,923 |  |  | $ | 196,528,168 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 16,578,642 |  |  | $ | 5,987,368 |  |  | $ | 297,128 |  |  | $ | (22,922 | )(f) |  | $ | 22,840,216 |
Accounts payable and accrued expenses-related parties |  |  | 1,933,817 |  |  |  | 447,638 |  |  |  | 28,679 |  |  |  | - |  |  |  | 2,410,134 |
Accrued compensation |  |  | 1,968,063 |  |  |  | 699,224 |  |  |  | - |  |  |  | - |  |  |  | 2,667,287 |
Operating lease liabilities, current |  |  | 435,906 |  |  |  | 2,486,740 |  |  |  | - |  |  |  | - |  |  |  | 2,922,646 |
Finance lease liabilities, current |  |  | 963,900 |  |  |  | 6,200,710 |  |  |  | - |  |  |  | - |  |  |  | 7,164,610 |
Line of credit |  |  | - |  |  |  | 5,575,005 |  |  |  |  |  |  |  | - |  |  |  | 5,575,005 |
Loans and notes payable, current |  |  | 2,477,970 |  |  |  | 17,241,350 |  |  |  | - |  |  |  | - |  |  |  | 19,719,320 |
Loans and notes payable, current-related parties |  |  | 15,626,168 |  |  |  | 1,182,193 |  |  |  | - |  |  |  | - |  |  |  | 16,808,361 |
Total current liabilities |  |  | 39,984,466 |  |  |  | 39,820,228 |  |  |  | 325,807 |  |  |  | (22,922 | ) |  |  | 80,107,579 |
Operating lease liabilities, long term |  |  | 1,193,915 |  |  |  | 3,164,086 |  |  |  | - |  |  |  | - |  |  |  | 4,358,001 |
Finance lease liabilities, long term |  |  | 1,852,178 |  |  |  | 8,773,041 |  |  |  | - |  |  |  | - |  |  |  | 10,625,219 |
Loans and notes payable, long term |  |  | 856,034 |  |  |  | 11,922,733 |  |  |  | - |  |  |  | - |  |  |  | 12,778,767 |
Loans and notes payable, long term-related parties |  |  | 5,590,008 |  |  |  | 1,182,193 |  |  |  | - |  |  |  | - |  |  |  | 6,772,201 |
Long-term debt (working interest royalty programs) |  |  | 4,433,630 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,433,630 |
Deferred tax liability |  |  | 88,323 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 88,323 |
Total liabilities |  |  | 53,998,554 |  |  |  | 64,862,281 |  |  |  | 325,807 |  |  |  | (22,922 | ) |  |  | 119,163,720 |
Stockholders’ equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 54,955 outstanding |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 55 | (a) |  |  | 55 |
Common stock, $0.001 par value; 200,000,000 and 41,666,667 shares authorized; 36,242,029 and 18,064,838 were issued and outstanding as December 31, 2023 and 2022, respectively |  |  | 26,221 |  |  |  | - |  |  |  | - |  |  |  | 10,021 | (a)(e) |  |  | 36,242 |
Additional paid-in capital |  |  | 83,097,553 |  |  |  | - |  |  |  | - |  |  |  | 64,966,543 | (a)(e) |  |  | 148,064,096 |
Treasury stock, at cost |  |  | (20,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (20,000 | )
Accumulated deficit |  |  | (65,908,406 | ) |  |  | 25,460,780 |  |  |  | 967,634 |  |  |  | (31,277,774 | )(b)(d)(e)(f) |  |  | (70,757,766 | )
Total Vivakor, Inc. stockholders’ equity |  |  | 17,195,368 |  |  |  | 25,460,780 |  |  |  | 967,634 |  |  |  | 33,698,845 |  |  |  | 77,322,627 |
Noncontrolling interest |  |  | 41,821 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 41,821 |
Total stockholders’ equity |  |  | 17,237,189 |  |  |  | 25,460,780 |  |  |  | 967,634 |  |  |  | 33,698,845 |  |  |  | 77,364,448 |
Total liabilities and stockholders’ equity |  | $ | 71,235,743 |  |  | $ | 90,323,061 |  |  | $ | 1,293,441 |  |  | $ | 33,675,923 |  |  | $ | 196,528,168 |

Notes

* | Includes Vivakor, Inc. and all of its active wholly and majority-owned subsidiaries and any consolidated variable interest entities as reported in its Form 10-K for the year ended December 31, 2023.
** | Includes Endeavor Crude, LLC, Meridian Equipment Leasing, LLC, and active subsidiaries Equipment Transport, LLC and CPE Gathering Midcon, LLC.
(a) | To record the aggregate acquisition consideration, which is currently estimated to be approximately $61.6 million (subject to a full valuation report under our purchase price allocation to be completed by the Company by September 30, 2025) and is payable in shares of the Company’s common and preferred stock currently anticipated to consist of 6,724,219 shares of the Company's common stock and 54,955 shares of the Company’s Series A Preferred Stock.
(b) | To eliminate the capital structures of the acquired companies, and to record goodwill, and adjustments to the net assets with goodwill and such adjustments having been valued as of the actual date of close (October 1, 2024) with any variance due to the pro forma period of reporting being attributed to goodwill.
(c) | To allocate an estimated 20% of goodwill to intangible assets subject to a full valuation report to be completed by the Company by September 30, 2025.
(d) | To record amortization expense assuming a remaining useful life of 10 years on the intangible assets acquired if the acquisition had occurred on January 1, 2023. The life of the intangibles is an estimate subject to a full valuation report that will be completed by the Company by September 30, 2025.
(e) | To record the estimated dividends payable related to the cumulative 6% preferred stock to be issued as consideration if the acquisition had occurred on January 1, 2023.
(f) | To eliminate intercompany transactions between the acquired entities and Vivakor, Inc.*

VIVAKOR, INC., ENDEAVOR CRUDE, LLC, MERIDIAN LEASING EQUIPMENT, LLC,

EQUIPMENT TRANSPORT, LLC AND SILVER FUELS PROCESSING, LLC

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2023

|  | Vivakor, Inc.* |  |  | Endeavor Entities** |  |  | Silver Fuels Processing, LLC |  |  | Adjustments |  |  | Consolidated |
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Product revenue - third parties |  | $ | 46,252,141 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 46,252,141 |
Product revenue - related party |  |  | 13,069,611 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 13,069,611 |
Services revenue - third parties |  |  | - |  |  |  | 52,243,703 |  |  |  | - |  |  |  | (658,182 | )(c) |  |  | 51,585,521 |
Services revenue - related party |  |  | - |  |  |  | 265,486 |  |  |  | 630,000 |  |  |  | - |  |  |  | 895,486 |
Total revenues |  |  | 59,321,752 |  |  |  | 52,509,189 |  |  |  | 630,000 |  |  |  | (658,182 | ) |  |  | 111,802,759 |
Cost of revenues |  |  | 54,300,788 |  |  |  | 22,953,043 |  |  |  | 128,766 |  |  |  | - |  |  |  | 77,382,597 |
Gross profit |  |  | 5,020,964 |  |  |  | 29,556,146 |  |  |  | 501,234 |  |  |  | (658,182 | ) |  |  | 34,420,161 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | 3,070 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,070 |
General and administrative |  |  | 7,416,810 |  |  |  | 16,910,628 |  |  |  | 265,264 |  |  |  | (658,182 | )(c) |  |  | 23,934,519 |
Bad debt expense |  |  | - |  |  |  | 39,197 |  |  |  | - |  |  |  | - |  |  |  | 39,197 |
Amortization and depreciation |  |  | 3,932,744 |  |  |  | 7,820,817 |  |  |  | 252,147 |  |  |  | 1,370,651 | (b) |  |  | 13,376,359 |
Total operating expenses |  |  | 11,352,624 |  |  |  | 24,770,642 |  |  |  | 517,411 |  |  |  | 712,469 |  |  |  | 37,353,146 |
Income (loss) from operations |  |  | (6,331,660 | ) |  |  | 4,785,504 |  |  |  | (16,177 | ) |  |  | (1,370,651 | ) |  |  | (2,932,984 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized loss on marketable securities |  |  | (1,156,928 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,156,928 | )
Loss on disposition of asset |  |  | - |  |  |  | (48,630 | ) |  |  | - |  |  |  | - |  |  |  | (48,630 | )
Gain on deconsolidation of variable interest entity |  |  | 438,099 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 438,099 |
Gain on oil commodity hedging transactions |  |  | - |  |  |  | 686,096 |  |  |  | - |  |  |  | - |  |  |  | 686,096 |
Interest income |  |  | 14,953 |  |  |  | 70,696 |  |  |  | - |  |  |  | - |  |  |  | 85,649 |
Interest expense |  |  | (966,137 | ) |  |  | (2,338,911 | ) |  |  | - |  |  |  | - |  |  |  | (3,305,048 | )
Interest expense-related parties |  |  | (3,058,940 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (3,058,940 | )
Other income |  |  | 318,041 |  |  |  | 416,920 |  |  |  | 160,432 |  |  |  | - |  |  |  | 895,393 |
Total other income (expense) |  |  | (4,410,912 | ) |  |  | (1,213,829 | ) |  |  | 160,432 |  |  |  | - |  |  |  | (5,464,309 | )
Income (loss) before provision for income taxes |  |  | (10,742,572 | ) |  |  | 3,571,675 |  |  |  | 144,255 |  |  |  | (1,370,651 | ) |  |  | (8,397,293 | )
Provision for income taxes |  |  | (92,703 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (92,703 | )
Consolidated net income (loss) |  |  | (10,835,275 | ) |  |  | 3,571,675 |  |  |  | 144,255 |  |  |  | (1,370,651 | ) |  |  | (8,489,996 | )
Less: Net loss attributable to noncontrolling interests |  |  | (96,650 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (96,650 | )
Net income (loss) attributable to Vivakor, Inc. |  | $ | (10,738,625 | ) |  | $ | 3,571,675 |  |  | $ | 144,255 |  |  | $ | (1,370,651 | ) |  | $ | (8,393,346 | )
Basic and diluted net loss per share |  | $ | (0.56 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (0.32 | )
Basic weighted average common shares outstanding |  |  | 19,261,143 |  |  |  |  |  |  |  |  |  |  |  | 10,021,521 | (a) |  |  | 26,583,845 |

Notes

* | Includes Vivakor, Inc. and all of its active wholly and majority-owned subsidiaries and any consolidated variable interest entities as reported in its Form 10-K for the year ended December 31, 2023.
** | Includes Endeavor Crude, LLC, Meridian Equipment Leasing, LLC, and active subsidiaries Equipment Transport, LLC and CPE Gathering Midcon, LLC.

(a) | Reflects the issuance of 6,724,219 Vivakor, Inc. common shares at acquisition (as calculated on actual close date of October 1, 2024) and 3,297,302 common shares related to the 6% preferred stock dividend-PIK as if the acquisition had occurred on January 1, 2023.
(b) | To record amortization of intangible expense of $1,370,651 upon close of the acquisition as if the acquisition had occurred on January 1, 2023.
(c) | To eliminate intercompany transactions between Vivakor, Inc. and the acquired entities.

2

VIVAKOR, INC., ENDEAVOR CRUDE, LLC, MERIDIAN LEASING EQUIPMENT, LLC,

EQUIPMENT TRANSPORT, LLC AND SILVER FUELS PROCESSING, LLC

Unaudited Pro Forma Consolidated Balance Sheets June 30, 2024

|  | Vivakor, Inc.* |  |  | Endeavor Entities** |  |  | Silver Fuels Processing, LLC |  |  | Adjustments |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 94,970 |  |  | $ | 1,122,432 |  |  | $ | 4,673 |  |  | $ | - |  |  | $ | 1,222,075 |
Cash and cash equivalents, restricted |  |  | - |  |  |  | 2,630,164 |  |  |  | - |  |  |  | - |  |  |  | 2,630,164 |
Accounts receivable |  |  | 3,372,685 |  |  |  | 19,976,647 |  |  |  | - |  |  |  | (686,334 | )(f) |  |  | 22,662,998 |
Accounts receivable-related party |  |  | 106,000 |  |  |  | 5,420,074 |  |  |  | 207,055 |  |  |  | - |  |  |  | 5,733,129 |
Prepaid expenses |  |  | 180,385 |  |  |  | 3,193,156 |  |  |  | 169,627 |  |  |  | - |  |  |  | 3,543,168 |
Marketable securities |  |  | 413,188 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 413,188 |
Inventories |  |  | 75,167 |  |  |  | 134,810 |  |  |  | - |  |  |  | - |  |  |  | 209,977 |
Other assets |  |  | 1,511,254 |  |  |  | - |  |  |  | 8,312 |  |  |  | - |  |  |  | 1,519,566 |
Total current assets |  |  | 5,753,649 |  |  |  | 32,477,283 |  |  |  | 389,667 |  |  |  | (686,334 | ) |  |  | 37,934,265 |
Other investments |  |  | 4,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,000 |
Other assets |  |  | - |  |  |  | 1,194,614 |  |  |  | 12,992 |  |  |  | - |  |  |  | 1,207,606 |
Notes receivable |  |  | 217,781 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 217,781 |
Property and equipment, net |  |  | 27,641,821 |  |  |  | 61,738,454 |  |  |  | 986,566 |  |  |  | - |  |  |  | 90,366,841 |
Right of use assets-operating leases |  |  | 1,353,507 |  |  |  | 4,424,081 |  |  |  | - |  |  |  | - |  |  |  | 5,777,588 |
License agreements, net |  |  | 1,590,910 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,590,910 |
Intellectual property, net |  |  | 22,133,251 |  |  |  | 1,476,652 |  |  |  | - |  |  |  | 10,622,549 | (c)(d) |  |  | 34,232,452 |
Goodwill |  |  | 14,984,768 |  |  |  | - |  |  |  | - |  |  |  | 32,078,902 | (b) |  |  | 47,063,670 |
Total assets |  | $ | 73,679,687 |  |  | $ | 101,311,084 |  |  | $ | 1,389,225 |  |  | $ | 42,015,117 |  |  | $ | 218,395,113 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 18,307,013 |  |  | $ | 14,026,873 |  |  | $ | 1,093 |  |  | $ | (221,507 | )(f) |  | $ | 32,113,471 |
Accounts payable and accrued expenses-related parties |  |  | 3,242,052 |  |  |  | 2,285,588 |  |  |  | - |  |  |  | - |  |  |  | 5,527,640 |
Accrued compensation |  |  | 834,448 |  |  |  | 621,706 |  |  |  | - |  |  |  | - |  |  |  | 1,456,154 |
Line of credit |  |  | - |  |  |  | 13,409,798 |  |  |  | - |  |  |  | - |  |  |  | 13,409,798 |
Operating lease liabilities, current |  |  | 153,985 |  |  |  | 1,240,870 |  |  |  | - |  |  |  | - |  |  |  | 1,394,855 |
Finance lease liabilities, current |  |  | 481,950 |  |  |  | 3,195,725 |  |  |  | - |  |  |  | - |  |  |  | 3,677,675 |
Loans and notes payable, current |  |  | 3,960,231 |  |  |  | 19,812,798 |  |  |  | - |  |  |  | - |  |  |  | 23,773,029 |
Loans and notes payable, current-related parties |  |  | 16,740,820 |  |  |  | 3,569,988 |  |  |  | 318,468 |  |  |  | - |  |  |  | 20,629,276 |
Total current liabilities |  |  | 43,720,499 |  |  |  | 58,163,346 |  |  |  | 319,561 |  |  |  | (221, 507 | ) |  |  | 101,981,899 |
Operating lease liabilities, long term |  |  | 1,291,488 |  |  |  | 3,241,445 |  |  |  | - |  |  |  | - |  |  |  | 4,532,933 |
Finance lease liabilities, long term |  |  | 2,096,882 |  |  |  | 9,705,171 |  |  |  | - |  |  |  | - |  |  |  | 11,802,053 |
Loans and notes payable, long term |  |  | 879,645 |  |  |  | 12,978,246 |  |  |  | - |  |  |  | - |  |  |  | 13,857,891 |
Loans and notes payable, long term-related parties |  |  | 5,590,008 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,590,008 |
Long-term debt (working interest royalty programs) |  |  | 4,947,524 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,947,524 |
Deferred tax liability |  |  | 120,076 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 120,076 |
Total liabilities |  |  | 58,646,122 |  |  |  | 84,088,208 |  |  |  | 319,561 |  |  |  | (221,507 | ) |  |  | 142,832,384 |
Stockholders’ equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 54,955 outstanding |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 55 | (a) |  |  | 55 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 37,508,017 and 26,220,508 were issued and outstanding as of June 30, 2024 and December 31, 2023, respectively |  |  | 29,136 |  |  |  | - |  |  |  | - |  |  |  | 8,373 | (a)(e) |  |  | 37,509 |
Additional paid-in capital |  |  | 86,134,795 |  |  |  | - |  |  |  | - |  |  |  | 63,319,540 | (a)(e) |  |  | 149,454,335 |
Treasury stock, at cost |  |  | (20,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (20,000 | )
Accumulated deficit |  |  | (71,103,639 | ) |  |  | 17,222,876 |  |  |  | 1,069,664 |  |  |  | (21,091,344 | )(b)(d)(e)(f) |  |  | (73,902,443 | )
Total Vivakor, Inc. stockholders’ equity |  |  | 15,040,292 |  |  |  | 17,222,876 |  |  |  | 1,069,664 |  |  |  | 42,236,625 |  |  |  | 75,569,457 |
Noncontrolling interest |  |  | (6,727 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (6,727 | )
Total stockholders’ equity |  |  | 15,033,565 |  |  |  | 17,222,876 |  |  |  | 1,069,664 |  |  |  | 42,236,625 |  |  |  | 75,562,730 |
Total liabilities and stockholders’ equity |  | $ | 73,679,687 |  |  | $ | 101,311,084 |  |  | $ | 1,389,225 |  |  | $ | 42,015,117 |  |  | $ | 218,395,113 |

Notes

* | Includes Vivakor, Inc. and all of its active wholly and majority-owned subsidiaries and any consolidated variable interest entities as reported in its Form 10-Q for the six months ended June 30, 2024.
** | Includes Endeavor Crude, LLC, Equipment Transport, LLC, and Meridian Equipment Leasing, LLC, and active subsidiary CPE Gathering Midcon, LLC.

(a) | To record the aggregate acquisition consideration, which is currently estimated to be approximately $61.6 million (subject to a full valuation report under our purchase price allocation to be completed by the Company by September 30, 2025) and is payable in shares of the Company’s common and preferred stock currently anticipated to consist of 6,724,219 shares of the Company's common stock and 54,955 shares of the Company’s Series A Preferred Stock.
(b) | To eliminate the capital structures of the acquired companies, and to record goodwill, and adjustments to the net assets with goodwill and such adjustments having been valued as of the actual date of close (October 1, 2024) with any variance due to the pro forma period of reporting being attributed to goodwill.
(c) | To allocate an estimated 20% of goodwill to intangible assets subject to a full valuation report to be completed by the Company by September 30, 2025.
(d) | To record amortization expense assuming a remaining useful life of 9 years on the intangible assets acquired if the acquisition had occurred on January 1, 2024. The life of the intangibles is an estimate subject to a full valuation report that will be completed by the Company within by September 30, 2025.
(e) | To record the estimated dividends payable related to the cumulative 6% preferred stock to be issued as consideration if the acquisition had occurred on January 1, 2024.
(f) | To eliminate intercompany transactions between the acquired entities and Vivakor, Inc.*

3

VIVAKOR, INC., ENDEAVOR CRUDE, LLC, MERIDIAN LEASING EQUIPMENT, LLC,

EQUIPMENT TRANSPORT, LLC AND SILVER FUELS PROCESSING, LLC

Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2024

|  | Vivakor, Inc.* |  |  | Endeavor Entities** |  |  | Silver Fuels Processing, LLC |  |  | Adjustments |  |  | Consolidated |
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Product revenue - third parties |  | $ | 26,223,680 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 26,223,680 |
Product revenue - related party |  |  | 5,978,833 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,978,833 |
Services revenue - third parties |  |  | - |  |  |  | 41,491,414 |  |  |  | 379,500 |  |  |  | (444,560 | )(c) |  |  | 41,426,354 |
Services revenue - related party |  |  | - |  |  |  | 5,347,008 |  |  |  | 58,360 |  |  |  | - |  |  |  | 5,405,368 |
Total revenues |  |  | 32,202,513 |  |  |  | 46,838,422 |  |  |  | 437,860 |  |  |  | (444,560 | ) |  |  | 79,034,235 |
Cost of revenues |  |  | 30,023,562 |  |  |  | 10,196,478 |  |  |  | 67,387 |  |  |  | - |  |  |  | 40,287,427 |
Gross profit |  |  | 2,178,951 |  |  |  | 36,641,944 |  |  |  | 370,473 |  |  |  | (444,560 | ) |  |  | 38,746,808 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | 11,668 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 11,668 |
General and administrative |  |  | 4,639,146 |  |  |  | 27,591,588 |  |  |  | 176,325 |  |  |  | (444,560 | )(c) |  |  | 31,962,499 |
Amortization and depreciation |  |  | 1,997,473 |  |  |  | 7,890,989 |  |  |  | 164,118 |  |  |  | 685,326 | (b) |  |  | 10,737,906 |
Total operating expenses |  |  | 6,648,287 |  |  |  | 35,482,577 |  |  |  | 340,443 |  |  |  | 240,766 |  |  |  | 42,712,073 |
Income (loss) from operations |  |  | (4,469,336 | ) |  |  | 1,159,367 |  |  |  | 30,030 |  |  |  | (685,326 | ) |  |  | (3,965,265 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 0 |
Unrealized loss on marketable securities |  |  | (82,638 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (82,638 | )
Loss on disposition of asset |  |  | - |  |  |  | (18,630 | ) |  |  | - |  |  |  | - |  |  |  | (18,630 | )
Gain deconsolidation of subsidiary |  |  | 177,550 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 177,550 |
Interest income |  |  | 4,613 |  |  |  | 35,500 |  |  |  | - |  |  |  | - |  |  |  | 40,113 |
Interest expense |  |  | (923,987 | ) |  |  | (3,825,511 | ) |  |  | - |  |  |  | - |  |  |  | (4,749,498 | )
Other income |  |  | 84,000 |  |  |  | 58,932 |  |  |  | - |  |  |  | - |  |  |  | 142,932 |
Total other income (expense) |  |  | (740,462 | ) |  |  | (3,749,709 | ) |  |  | - |  |  |  | - |  |  |  | (4,490,171 | )
Income (loss) before provision for income taxes |  |  | (5,209,798 | ) |  |  | (2,590,342 | ) |  |  | 30,030 |  |  |  | (685,326 | ) |  |  | (8,455,436 | )
Provision for income taxes |  |  | (33,983 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (33,983 | )
Consolidated net income (loss) |  |  | (5,243,781 | ) |  |  | (2,590,342 | ) |  |  | 30,030 |  |  |  | (685,326 | ) |  |  | (8,489,419 | )
Less: Net loss attributable to noncontrolling interests |  |  | (48,548 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (48,548 | )
Net income (loss) attributable to Vivakor, Inc. |  | $ | (5,292,329 | ) |  | $ | (2,590,342 | ) |  | $ | 30,030 |  |  | $ | (685,326 | ) |  | $ | (8,537,967 | )
Basic and diluted net loss per share |  | $ | (0.19 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (0.25 | )
Basic weighted average common shares outstanding |  |  | 27,189,918 |  |  |  |  |  |  |  |  |  |  |  | 8,372,870 | (a) |  |  | 34,312,712 |

Notes

* | Includes Vivakor, Inc. and all of its active wholly and majority-owned subsidiaries and any consolidated variable interest entities as reported in its Form 10-Q for the six months ended June 30, 2024.
** | Includes Endeavor Crude, LLC, Equipment Transport, LLC, and Meridian Equipment Leasing, LLC, and active subsidiary CPE Gathering Midcon, LLC.

(a) | Reflects the issuance of 6,724,219 Vivakor, Inc. common shares at acquisition (as calculated on actual close date of October 1, 2024) and 1,648,651 common shares related to the 6% preferred stock dividend-PIK as if the acquisition had occurred on January 1, 2024.
(b) | To record amortization of intangible expense of $685,326 upon close of the acquisition as if the acquisition had occurred on January 1, 2024.
(c) | To eliminate intercompany transactions between Vivakor, Inc. and the acquired entities

4

VIVAKOR, INC., ENDEAVOR CRUDE, LLC, MERIDIAN LEASING EQUIPMENT, LLC,

EQUIPMENT TRANSPORT, LLC AND SILVER FUELS PROCESSING, LLC

Unaudited Pro Forma Consolidated Balance Sheets September 30, 2024

|  | Vivakor, Inc.* |  |  | Endeavor Entities** |  |  | Silver Fuels Processing, LLC |  |  | Adjustments |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 687,172 |  |  | $ | 710,366 |  |  | $ | 1,699 |  |  | $ | - |  |  | $ | 1,399,237 |
Cash and cash equivalents, restricted |  |  | - |  |  |  | 3,258,649 |  |  |  | - |  |  |  | - |  |  |  | 3,258,649 |
Accounts receivable |  |  | 691,895 |  |  |  | 10,318,678 |  |  |  | - |  |  |  | (607,957 | )(f) |  |  | 10,402,617 |
Accounts receivable-related party |  |  | 137,000 |  |  |  | 871,797 |  |  |  | 20,712 |  |  |  | - |  |  |  | 1,029,509 |
Prepaid expenses |  |  | 81,484 |  |  |  | 3,232,191 |  |  |  | 108,889 |  |  |  | - |  |  |  | 3,422,564 |
Marketable securities |  |  | 1,239,565 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,239,565 |
Inventories |  |  | 184,882 |  |  |  | 126,298 |  |  |  | - |  |  |  | - |  |  |  | 311,180 |
Other assets |  |  | 1,639,084 |  |  |  | - |  |  |  | 1,013 |  |  |  | - |  |  |  | 1,640,097 |
Total current assets |  |  | 4,661,082 |  |  |  | 18,517,979 |  |  |  | 132,313 |  |  |  | (607,957 | ) |  |  | 22,703,417 |
Other investments |  |  | 4,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,000 |
Other assets |  |  | - |  |  |  | 1,149,824 |  |  |  | 12,992 |  |  |  | - |  |  |  | 1,162,816 |
Notes receivable |  |  | 220,088 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 220,088 |
Property and equipment, net |  |  | 28,348,642 |  |  |  | 58,813,934 |  |  |  | 902,680 |  |  |  | - |  |  |  | 88,065,256 |
Right of use assets-operating leases |  |  | 1,283,378 |  |  |  | 3,899,499 |  |  |  | - |  |  |  | - |  |  |  | 5,182,877 |
License agreements, net |  |  | 1,560,703 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,560,703 |
Intellectual property, net |  |  | 21,481,049 |  |  |  | 738,326 |  |  |  | - |  |  |  | 10,965,212 | (c)(d) |  |  | 33,184,587 |
Goodwill |  |  | 14,984,768 |  |  |  | - |  |  |  | - |  |  |  | 40,221,894 | (b) |  |  | 55,206,662 |
Total assets |  | $ | 72,543,710 |  |  | $ | 83,119,562 |  |  | $ | 1,047,985 |  |  | $ | 50,579,149 |  |  | $ | 207,290,406 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 19,635,178 |  |  | $ | 9,540,065 |  |  | $ | 36,009 |  |  | $ | (225,548 | )(f) |  | $ | 28,985,703 |
Accounts payable and accrued expenses-related parties |  |  | 778,559 |  |  |  | 1,389,267 |  |  |  | 282,481 |  |  |  | - |  |  |  | 2,450,307 |
Accrued compensation |  |  | 1,046,481 |  |  |  | 682,877 |  |  |  | - |  |  |  | - |  |  |  | 1,729,358 |
Operating lease liabilities, current |  |  | 177,249 |  |  |  | 617,935 |  |  |  | - |  |  |  | - |  |  |  | 795,184 |
Finance lease liabilities, current |  |  | 717,828 |  |  |  | 1,693,233 |  |  |  | - |  |  |  | - |  |  |  | 2,411,061 |
Loans and notes payable, current |  |  | 3,236,529 |  |  |  | 22,131,967 |  |  |  | - |  |  |  | - |  |  |  | 25,368,496 |
Loans and notes payable, current-related parties |  |  | 21,538,331 |  |  |  | 2,690,208 |  |  |  | - |  |  |  | - |  |  |  | 24,228,539 |
Line of credit |  |  | - |  |  |  | 10,835,696 |  |  |  | - |  |  |  | - |  |  |  | 10,835,696 |
Total current liabilities |  |  | 47,130,154 |  |  |  | 49,581,248 |  |  |  | 318,490 |  |  |  | (225,548 | ) |  |  | 96,804,344 |
Operating lease liabilities, long term |  |  | 1,199,082 |  |  |  | 3,281,564 |  |  |  | - |  |  |  | - |  |  |  | 4,480,646 |
Finance lease liabilities, long term |  |  | 1,734,193 |  |  |  | 10,121,022 |  |  |  | - |  |  |  | - |  |  |  | 11,855,215 |
Loans and notes payable, long term |  |  | 355,812 |  |  |  | 11,743,663 |  |  |  | - |  |  |  | - |  |  |  | 12,099,475 |
Long-term debt (working interest royalty programs) |  |  | 5,264,818 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,264,818 |
Deferred tax liability |  |  | 120,076 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 120,076 |
Total liabilities |  |  | 55,804,135 |  |  |  | 74,727,497 |  |  |  | 318,490 |  |  |  | (225,548 | ) |  |  | 130,624,574 |
Stockholders’ equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock, $0.001 par value; 15,000,000 shares authorized, 54,955 outstanding |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 55 | (a) |  |  | 55 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 42,835,540 and 26,220,508 were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively |  |  | 33,638 |  |  |  | - |  |  |  | - |  |  |  | 9,197 | (a)(e) |  |  | 42,835 |
Additional paid-in capital |  |  | 89,576,500 |  |  |  | - |  |  |  | - |  |  |  | 64,143,041 | (a)(e) |  |  | 153,719,541 |
Treasury stock, at cost |  |  | (20,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (20,000 | )
Accumulated deficit |  |  | (72,791,791 | ) |  |  | 8,392,065 |  |  |  | 729,495 |  |  |  | (13,347,597 | )(b)(d)(e)(f) |  |  | (77,017,828 | )
Total Vivakor, Inc. stockholders’ equity |  |  | 16,798,347 |  |  |  | 8,392,065 |  |  |  | 729,495 |  |  |  | 50,804,697 |  |  |  | 76,724,604 |
Noncontrolling interest |  |  | (58,772 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (58,772 | )
Total stockholders’ equity |  |  | 16,739,575 |  |  |  | 8,392,065 |  |  |  | 729,495 |  |  |  | 50,804,697 |  |  |  | 76,665,832 |
Total liabilities and stockholders’ equity |  | $ | 72,543,710 |  |  | $ | 83,119,562 |  |  | $ | 1,047,985 |  |  | $ | 50,579,149 |  |  | $ | 207,290,406 |

Notes
* | Includes Vivakor, Inc. and all of its active wholly and majority-owned subsidiaries and any consolidated variable interest entities as reported in its Form 10-Q for the nine months ended September 30, 2024.
** | Includes Endeavor Crude, LLC, Equipment Transport, LLC, and Meridian Equipment Leasing, LLC, and active subsidiary CPE Gathering Midcon, LLC.
(a) | To record the aggregate acquisition consideration, which is currently estimated to be approximately $61.6 million (subject to a full valuation report under our purchase price allocation to be completed by the Company by September 30, 2025) and is payable in shares of the Company’s common and preferred stock currently anticipated to consist of 6,724,219 shares of the Company's common stock and 54,955 shares of the Company’s Series A Preferred Stock.
(b) | To eliminate the capital structures of the acquired companies, and to record goodwill, and adjustments to the net assets with goodwill and such adjustments having been valued as of the actual date of close (October 1, 2024) with any variance due to the pro forma period of reporting being attributed to goodwill.
(c) | To allocate an estimated 20% of goodwill to intangible assets subject to a full valuation report to be completed by the Company by September 30, 2025.
(d) | To record amortization expense assuming a remaining useful life of 9 years on the intangible assets acquired if the acquisition had occurred on January 1, 2024. The life of the intangibles is an estimate subject to a full valuation report that will be completed by the Company by September 30, 2025.
(e) | To record the estimated dividends payable related to the cumulative 6% preferred stock to be issued as consideration if the acquisition had occurred on January 1, 2024.
(f) | To eliminate intercompany transactions between the acquired entities and Vivakor, Inc.*

5

VIVAKOR, INC., ENDEAVOR CRUDE, LLC, MERIDIAN LEASING EQUIPMENT, LLC,

EQUIPMENT TRANSPORT, LLC AND SILVER FUELS PROCESSING, LLC

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2024

|  | Vivakor, Inc.* |  |  | Endeavor Entities** |  |  | Silver Fuels Processing, LLC |  |  | Adjustments |  |  | Consolidated |
Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Product revenue - third parties |  | $ | 30,999,451 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 30,999,451 |
Product revenue - related party |  |  | 17,119,485 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 17,119,485 |
Services revenue - third parties |  |  | - |  |  |  | 68,568,366 |  |  |  | 569,250 |  |  |  | (607,449 | )(c) |  |  | 68,530,167 |
Services revenue - related party |  |  | - |  |  |  | 2,107,086 |  |  |  | 81,884 |  |  |  |  |  |  |  | 2,188,970 |
Total revenues |  |  | 48,118,936 |  |  |  | 70,675,452 |  |  |  | 651,134 |  |  |  | (607,449 | ) |  |  | 118,838,073 |
Cost of revenues |  |  | 44,213,635 |  |  |  | 33,226,531 |  |  |  | 60,977 |  |  |  | - |  |  |  | 77,501,143 |
Gross profit |  |  | 3,905,301 |  |  |  | 37,448,921 |  |  |  | 590,157 |  |  |  | (607,449 | ) |  |  | 41,336,930 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | 18,318 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 18,318 |
General and administrative |  |  | 7,252,540 |  |  |  | 23,714,693 |  |  |  | 221,795 |  |  |  | (607,449 | )(c) |  |  | 30,581,579 |
Amortization and depreciation |  |  | 3,062,416 |  |  |  | 11,552,335 |  |  |  | 180,218 |  |  |  | 1,027,989 | (b) |  |  | 15,822,958 |
Total operating expenses |  |  | 10,333,274 |  |  |  | 35,267,028 |  |  |  | 402,013 |  |  |  | 420,539 |  |  |  | 46,422,854 |
Income (loss) from operations |  |  | (6,427,973 | ) |  |  | 2,181,893 |  |  |  | 188,144 |  |  |  | (1,027,989 | ) |  |  | (5,085,925 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized gain on marketable securities |  |  | 743,739 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 743,739 |
Loss on disposition of asset |  |  | - |  |  |  | (18,630 | ) |  |  | - |  |  |  | - |  |  |  | (18,630 | )
Gain deconsolidation of subsidiary |  |  | 177,550 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 177,550 |
Interest income |  |  | 6,920 |  |  |  | 65,595 |  |  |  | - |  |  |  | - |  |  |  | 72,515 |
Credit losses |  |  | - |  |  |  | (106,725 | ) |  |  | - |  |  |  | - |  |  |  | (106,725 | )
Interest expense |  |  | (1,565,231 | ) |  |  | (6,727,054 | ) |  |  | - |  |  |  | - |  |  |  | (8,292,285 | )
Interest expense-related parties |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Other income |  |  | 115,000 |  |  |  | 59,351 |  |  |  | 33,750 |  |  |  | - |  |  |  | 208,101 |
Total other income (expense) |  |  | (522,022 | ) |  |  | (6,727,463 | ) |  |  | 33,750 |  |  |  | - |  |  |  | (7,215,735 | )
Income (loss) before provision for income taxes |  |  | (6,949,995 | ) |  |  | (4,545,570 | ) |  |  | 221,894 |  |  |  | (1,027,989 | ) |  |  | (12,301,660 | )
Provision for income taxes |  |  | (33,983 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (33,983 | )
Consolidated net income (loss) |  |  | (6,983,978 | ) |  |  | (4,545,570 | ) |  |  | 221,894 |  |  |  | (1,027,989 | ) |  |  | (12,335,643 | )
Less: Net loss attributable to noncontrolling interests |  |  | (100,593 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (100,593 | )
Net income (loss) attributable to Vivakor, Inc. |  | $ | (6,883,385 | ) |  | $ | (4,545,570 | ) |  | $ | 221,894 |  |  | $ | (1,027,989 | ) |  | $ | (12,235,050 | )
Basic and diluted net loss per share |  | $ | (0.24 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (0.34 | )
Basic weighted average common shares outstanding |  |  | 28,282,472 |  |  |  |  |  |  |  |  |  |  |  | 9,197,195 | (a) |  |  | 35,844,608 |

Notes

* | Includes Vivakor, Inc. and all of its active wholly and majority-owned subsidiaries and any consolidated variable interest entities as reported in its Form 10-Q for the nine months ended September 30, 2024.
** | Includes Endeavor Crude, LLC, Equipment Transport, LLC, and Meridian Equipment Leasing, LLC, and active subsidiary CPE Gathering Midcon, LLC.

(a) | Reflects the issuance of 6,724,219 Vivakor, Inc. common shares at acquisition (as calculated on actual close date of October 1, 2024) and 2,472,976 common shares related to the 6% preferred stock dividend-PIK as if the acquisition had occurred on January 1, 2024.
(b) | To record amortization of intangible expense of $770,991 upon close of the acquisition as if the acquisition had occurred on January 1, 2024.
(c) | To eliminate intercompany transactions between Vivakor, Inc. and the acquired entities

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