3,400,445 shares of Common Stock reported herein are directly held by Tap Rock II. Tap Rock II is governed by an Amended and Restated Limited Liability Company Agreement, dated as of June 19, 2023 (the “Tap Rock II LLCA”). Pursuant to the Tap Rock II LLCA, NGP XII Tap Rock maintains voting power with respect to the securities held by Tap Rock II. NGP XII US Holdings is the sole member of NGP XII Tap Rock. NGP XII GP is the sole general partner of NGP XII US Holdings. NGP Natural Resources XII is the sole member of NGP XII GP. GFW Energy XII is the sole general partner of NGP Natural Resources XII. GFW XII is the sole general partner of GFW Energy XII and has delegated full power and authority to manage GFW Energy XII to NGP ECM.
186,800 shares of Common Stock reported herein are directly held by NM10. NM10 is governed by an Amended and Restated Limited Liability Company Agreement, dated as of June 19, 2023 (the “NM10 LLCA”). Pursuant to the NM10 LLCA, Tap Rock I maintains voting power with respect to the securities held by NM10. Tap Rock I is governed by an Amended and Restated Limited Liability Company Agreement, dated as of June 19, 2023 (the “Tap Rock I LLCA”). Pursuant to the Tap Rock I LLCA, NGP Tap Rock maintains voting power with respect to the securities held by Tap Rock I. NGP XI US Holdings is the sole member of NGP Tap Rock. NGP XI GP is the sole general partner of NGP XI US Holdings. NGP Natural Resources XI is the sole member of NGP XI GP. GFW Energy XI is the sole general partner of NGP Natural Resources XI. GFW XI is the sole general partner of GFW Energy XI and has delegated full power and authority to manage GFW Energy XI to NGP ECM.
In addition, NGP XI Mineral Holdings has the ability to remove Tap Rock I as sole member of NM10 under the NM10 LLCA. As such, NGP XI Mineral Holdings has the power to direct the decisions of NM10 regarding the vote and disposition of securities held by NM10; therefore, NGP XI Mineral Holdings may be deemed to beneficially own the shares of Common Stock held by NM10. NGP XI US Holdings is the sole member of NGP XI Mineral Holdings. NGP XI GP is the sole general partner of NGP XI US Holdings. NGP Natural Resources XI is the sole member of NGP XI GP. GFW Energy XI is the sole general partner of NGP Natural Resources XI. GFW XI is the sole general partner of GFW Energy XI and has delegated full power and authority to manage GFW Energy XI to NGP ECM.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.
The percentages used in this Schedule 13G are calculated based upon the 93,760,666 shares of Common Stock outstanding as of August 2, 2023.
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐.
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable.
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable.
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
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