FRTM Fortium Holdings Corporation (PK)

Item 1.01 Entry into a Material Definitive Agreement.

On November 22, 2022, White River Energy Corp (the “Company”) entered into two Participation Agreements (each, an “Agreement”) with White River E&P 1 LP (the “Fund”), a related party, whereby the parties agreed to the following: (i) under the first Agreement, the Fund agreed to pay the Company an initial amount of $1,408,000 for drilling one or more wells on the Company’s mineral lease located in Rankin County, Mississippi in exchange for (A) a 50% working interest and (B) a 32.5% net revenue interest in all such wells (the “Mississippi Agreement”); and (ii) under the second Agreement, the Fund agreed to pay the Company an initial amount of $1,597,632 for drilling one or more wells on the Company’s mineral lease located in Concordia Parish, Louisiana in exchange for (A) a 37.5% working interest and (B) a 27% net revenue interest in all such wells (the “Louisiana Agreement”). Under the Agreements, the initial payments are due November 30, 2022. In addition, under the Louisiana Agreement, in the event the test well on the lease is determined to be economically viable, the Fund agreed to pay the Company an additional $595,972.45 in costs to complete and produce the test well, while the Mississippi Agreement requires an additional $992,963.27 in costs to complete and produce that test well.

Under each Agreement, the Fund agreed to participate in the drilling of the initial test well, and each party may also drill a substitute well if the test well is abandoned prior to reaching the agreed upon depth. Further, for any well drilled after the initial test well and substitute well referenced in the preceding sentence, the Fund agreed to the same cost sharing arrangements as provided for the initial test well.

The Louisiana well commenced drilling in mid-November 2022 and is expected to reach terminal depths and be logged in mid-December 2022. The Mississippi well is expected to commence drilling in mid-December 2022 and is expected to reach terminal depths and be logged in mid-January 2023.

The foregoing description of the terms of the Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the copies of the Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.