MorningStar Partners (TXO) 8-K/A Eagle Mountain Energy Partners LLC

Exhibit 99.5

TXO PARTNERS, L.P.

PRO FORMA FINANCIAL STATEMENTS

(Unaudited)

Introduction

TXO Partners, L.P. (“TXO Partners”) engages in oil and natural gas exploration and production. The unaudited pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, using assumptions set forth in the notes to the unaudited pro forma financial statements. The following unaudited pro forma financial statements of TXO Partners reflect the historical results of TXO Partners, on a pro forma basis to give effect to the following transactions, which are described in further detail below, as if they had occurred on June 30, 2024, for pro forma balance sheet purposes, and on January 1, 2023, for pro forma statement of operations purposes:

• in the case of the unaudited pro forma statements of operations, the acquisition of producing properties in the Williston Basin of Montana and North Dakota from Eagle Mountain Energy Partners and Vendera V4-ELM, LP, (collectively, the “EMEP Entities”) (“EMEP Acquisition”) in August 2024, including the 2.5 million units issued as part of the consideration paid; and

• an underwritten public offering of 6.5 million common units on June 28, 2024 at a price of $20.00 per common unit resulting in proceeds of $122.5 million net of underwriting discounts, commissions and other costs (“the Offering”) and the underwritten public offering of an additional 975,000 common units at a price of $20.00 per common unit pursuant to the underwriter’s exercise in full of its option to purchase additional common units in the Offering on July 2, 2024, resulting in additional proceeds of $18.7 million net of underwriting discounts, commissions and other costs. We used the net proceeds from the Offering to fund a portion of the cash consideration for the EMEP Acquisition.

The unaudited pro forma balance sheet of TXO Partners is based on the historical balance sheet of TXO Partners as of June 30, 2024 and includes pro forma adjustments to give effect to the described transactions as if they had occurred on June 30, 2024. The unaudited pro forma statements of operations of the TXO Partners are based on the audited historical statement of operations of TXO Partners for the year ended December 31, 2023, and the unaudited historical statement of operations of TXO Partners for the six months ended June 30, 2024, both having been adjusted to give effect to the described transactions as if they occurred on January 1, 2023.

The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions TXO Partners believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the date indicated or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a larger company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions and the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited financial statements.

The unaudited pro forma financial statements and related notes are presented for illustrative purposes only. If the EMEP Acquisition and Offering described herein had occurred in the past, TXO Partners’ operating results might have been materially different from those presented in the unaudited pro forma financial statements. The unaudited pro forma financial statements should not be relied upon as an indication of operating results that TXO Partners would have achieved if the EMEP Acquisition and Offering described herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma financial statements of operations and should not be relied upon as an indication of the future results TXO Partners will have after the EMEP Acquisition and Offering described herein by these unaudited pro forma financial statements.

TXO PARTNERS, L.P.

PRO FORMA BALANCE SHEET

June 30, 2024

(in thousands)	TXO, Partners Historical			Offering			EMEP Acquisition			Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	75,999	(a)	$	18,745	(a)	$	(66,160	)	$	28,584
Accounts receivable, net		28,509			—			—			28,509
Other		12,515			—			278			12,793
Total Current Assets		117,023			18,745			(65,882	)		69,886
Property and Equipment, at cost – successful efforts method:
Proved properties		1,578,274			—			284,551			1,862,825
Unproved properties		18,648			—			—			18,648
Other		84,574			—			569			85,143
Total Property and Equipment		1,681,496			—			285,120			1,966,616
Accumulated depreciation, depletion and amortization		(1,033,940	)		—			—			(1,033,940	)
Net Property and Equipment		647,556			—			285,120			932,676
Other Assets:
Note receivable from related party		7,131			—			—			7,131
Other		2,809			—			967			3,776
Total Other Assets		9,940			—			967			10,907
TOTAL ASSETS	$	774,519		$	18,745		$	220,205			1,013,469
LIABILITIES AND PARTNERS’ CAPITAL
Current Liabilities:
Accounts payable	$	8,829		$	—		$	5,395			14,224
Accrued liabilities		22,926			—			—			22,926
Derivative fair value		991			—			—			991
Asset retirement obligation, current portion		1,750			—			—			1,750
Other current liabilities		1,346			—			—			1,346
Total Current Liabilities		35,842			—			5,395			41,237
Long-term Debt		7,100						148,000			155,100
Other Liabilities:
Asset retirement obligation		157,294			—			16,810			174,104
Other liabilities		1,495			—			—			1,495
Total Other Liabilities		158,789			—			16,810			175,599
Commitments and Contingencies
Partners’ Capital:
Partners’ capital		572,788			18,745	(a)		50,000			641,533
Total Partners’ Capital		572,788			18,745			50,000			641,533
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	774,519		$	18,745		$	220,205			1,013,469

The accompanying notes are an integral part of these unaudited pro forma financial statements.

TXO PARTNERS, L.P.

Pro Forma Statements of Operations for the Year Ended December 31, 2023

(Unaudited)

(in thousands, except for per unit information)	TXO Partners Historical			EMEP Acquisition			Offering		Pro Forma
REVENUES
Oil and condensate	$	182,733		$	81,629	(b)	$	—	$	264,362
Natural gas liquids		29,193			4,310			—		33,503
Gas		168,792			1,308			—		170,100
Total Revenues		380,718			87,247			—		467,965
EXPENSES
Production		144,730			20,103			—		164,833
Exploration		151			—			—		151
Taxes, transportation and other		75,415			7,299			—		82,714
Depreciation, depletion, and amortization		44,288			26,493	(c)		—		70,781
Impairment of long-lived assets		223,384			—			—		223,384
Accretion of discount in asset retirement obligation		8,644			1,209	(d)		—		9,853
General and administrative		7,887			(2,016	)		—		5,871
Total Expenses		504,499			53,088			—		557,587
OPERATING (LOSS) INCOME		(123,781	)		34,159			—		(89,622	)
OTHER INCOME (EXPENSE)
Other income (expense)		23,756			(288	)		—		23,468
Interest income		461			—			—		461
Interest expense		(4,423	)		(12,439	)(e)		—		(16,862	)
Other Income		19,794			(12,727	)		—		7,067
NET (LOSS) INCOME	$	(103,987	)	$	21,432		$	—	$	(82,555	)
NET INCOME PER COMMON UNIT (f)
Basic	$	(3.47	)	$	8.57		$	—	$	(2.07	)
Diluted	$	(3.47	)	$	8.57		$	—	$	(2.07	)
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (f)
Basic		30,000			2,500			7,475		39,975
Diluted		30,000			2,500			7,475		39,975

The accompanying notes are an integral part of these unaudited pro forma financial statements.

TXO PARTNERS, L.P.

Pro Forma Statements of Operations for the Six Months Ended June 30, 2024

(Unaudited)

(in thousands, except for per unit information)	TXO Partners Historical			EMEP Acquisition			Offering		Pro Forma
REVENUES
Oil and condensate	$	80,833		$	31,029	(b)	$	—	$	111,862
Natural gas liquids		13,172			2,099			—		15,271
Gas		30,742			152			—		30,894
Total Revenues		124,747			33,280			—		158,027
EXPENSES
Production		69,522			10,187			—		79,709
Exploration		194			—			—		194
Taxes, transportation and other		28,774			3,365			—		32,139
Depreciation, depletion, and amortization		20,849			13,851	(c)		—		34,700
Accretion of discount in asset retirement obligation		5,565			688	(d)		—		6,253
General and administrative		7,245			(901	)		—		6,344
Total Expenses		132,149			27,190			—		159,339
OPERATING (LOSS) INCOME		(7,402	)		6,090			—		(1,312	)
OTHER INCOME (EXPENSE)
Other income		22,255			58			—		22,313
Interest income		247			—			—		247
Interest expense		(2,025	)		(6,324	)(e)		—		(8,349	)
Other Income		20,477			(6,266	)		—		14,211
NET (LOSS) INCOME	$	13,075		$	(176	)	$	—	$	12,899
NET INCOME PER COMMON UNIT (f)
Basic	$	0.42		$	(0.07	)	$	—	$	0.32
Diluted	$	0.42		$	(0.07	)	$	—	$	0.31
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (f)
Basic		30,869			2,500			7,475		40,844
Diluted		31,459			2,500			7,475		41,434

The accompanying notes are an integral part of these unaudited pro forma financial statements.

TXO PARTNERS, L.P.

1. BASIS OF PRESENTATION, CORPORATE REORGANIZATION AND THE OFFERING

The historical financial information is derived from the financial statements of TXO Partners included elsewhere in this prospectus. For purposes of the unaudited pro forma balance sheet, it is assumed that the EMEP Acquisition and Offering had taken place on June 30, 2024. For purposes of the unaudited pro forma statements of operations, it is assumed all transactions had taken place on January 1, 2023.

2. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

TXO Partners made the following adjustments and assumptions in the preparation of the unaudited pro forma financial statements:

(a) Reflects estimated gross proceeds of $18.7 million from the issuance and sale of 975,000 shares of common units at an underwritten public offering price of $20.00 per unit, net of underwriting discounts and commissions of $0.8 million, in the aggregate, and the use of the net proceeds therefrom as partial payment of the cash portion of the EMEP Acquisition.

(b) Unless otherwise noted, adjustments below in items (c) – (e) reflect the historical financial statements Eagle Mountain Energy Partners and the historical statements of revenues and direct operating expenses of Vendera V4-ELM. LP., from the assets acquired and liabilities assumed in the EMEP Acquisition, as included elsewhere in this prospectus.

(c) Adjustment reflects additional depreciation, depletion, and amortization expense that would have been incurred with respect to the EMEP Acquisition, had such acquisitions occurred on January 1, 2023.

(d) Adjustment reflects additional accretion of discount in asset retirement obligation expense that would have been recorded with respect to the asset retirement obligation assumed in the EMEP Acquisition, had such acquisition occurred on January 1, 2023.

(e) Adjustment reflects increase in interest expense from the additional borrowings used to pay for the cash portion of the EMEP Acquisition had the acquisition closed on January 1, 2023. The average interest rate was 8.4% for the year ended December 31, 2023 and 8.6% for the six months ended June 30, 2024.

(f) Reflects basic and diluted income (loss) per common share for the issuance of 7,475,000 common units in the Offering and 2,500,000 common units in the EMEP Acquisition as shown below:

	Six months ended June 30, 2024		Year ended December 31, 2023
Basic
Net income (loss)	$	12,899	$	(82,555	)
Weighted average common units outstanding		40,844		39,975
Basic earnings (loss) per share	$	0.32	$	(2.07	)
Diluted
Numerator:
Net income (loss)	$	12,899	$	(82,555	)
Effect of dilutive securities		—		—
Diluted net income (loss) attributable to stockholders	$	12,899	$	(82,555	)
Denominator:
Basic weighted average shares outstanding		40,844		39,975
Effect of dilutive securities		590		—	(a)
Diluted weighted average shares outstanding		41,434		39,975
Diluted earnings (loss) per share	$	0.31	$	(2.07	)

(a) – As there was a net loss for the period, any incremental shares would be anti-dilutive. As such, the potentially diluted shares totaling 545,000 were excluded from the calculation.

3. SUPPLEMENTARY DISCLOSURE OF OIL AND NATURAL GAS OPERATIONS

The following pro forma standardized measure of the discounted net future cash flows and changes applicable to TXO Partners’ proved reserves reflect the effect of Texas state franchise taxes which TXO Partners is subject to. The future cash flows are discounted at 10% per year and assume continuation of existing economic conditions.

The standardized measure of discounted future net cash flows, in management’s opinion, should be examined with caution. The basis for this table is the reserve studies prepared by independent petroleum engineering consultants, which contain imprecise estimates of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation. Therefore, the standardized measure of discounted future net cash flow is not necessarily indicative of the fair value of TXO Partners’ proved oil and natural gas properties.

The data presented should not be viewed as representing the expected cash flow from or current value of, existing proved reserves since the computations are based on a large number of estimates and assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.

The following table provides a pro forma rollforward of the total proved reserves for the year ended December 31, 2023, as well as pro forma proved developed and proved undeveloped reserves at the beginning and end of the year, as if the acquisition reflected occurred on January 1, 2023.

Oil (MBbls)	TXO Partners Historical			EMEP Acquisition			Pro Forma
January 1, 2023		53,509.2			10,750.4			64,259.6
Extensions, additions and discoveries		71.7			1.7			73.4
Revisions		(11,628.5	)		332.8			(11,295.7	)
Production		(2,375.6	)		(1,006.9	)		(3,382.5	)
Purchase in place		876.3			—			876.3
December 31, 2023		40,453.1			10,078.0			50,531.1
Proved Developed Reserves
January 1, 2023		34,672.0			10,750.4			45,422.4
December 31, 2023		30,959.4			10,078.0			41,037.4
Proved Undeveloped Reserves
January 1, 2023		18,837.2			—			18,837.2
December 31, 2023		9,493.7			—			9,493.7

Natural Gas Liquids (MBbls)	TXO Partners Historical			EMEP Acquisition			Pro Forma
January 1, 2023		21,932.4			2,290.1			24,222.5
Extensions, additions and discoveries		—			0.1			0.1
Revisions		(5,245.0	)		(5.8	)		(5,250.8	)
Production		(1,231.8	)		(192.4	)		(1,424.2	)
Purchase in place		27.4			—			27.4
December 31, 2023		15,483.0			2,092.0			17,575.0
Proved Developed Reserves
January 1, 2023		20,723.6			2,290.1			23,013.7
December 31, 2023		15,110.9			2,092.0			17,202.9
Proved Undeveloped Reserves
January 1, 2023		1,208.8			—			1,208.8
December 31, 2023		372.1			—			372.1

Natural Gas (MMcf)	TXO Partners Historical			EMEP Acquisition			Pro Forma
January 1, 2023		407,877.2			12,454.4			420,331.6
Extensions, additions and discoveries		7,050.2			0.6			7,050.8
Revisions		(121,848.5	)		(242.2	)		(122,090.7	)
Production		(28,738.7	)		(1,028.9	)		(29,767.6	)
Purchase in place		1,487.4			—			1,487.4
December 31, 2023		265,827.6			11,183.9			277,011.5
Proved Developed Reserves
January 1, 2023		385,188.6			12,454.4			397,643.0
December 31, 2023		264,934.4			11,183.9			276,118.3
Proved Undeveloped Reserves
January 1, 2023		22,688.6			—			22,688.6
December 31, 2023		893.2			—			893.2

Total (MBoe)	TXO Partners Historical			EMEP Acquisition			Pro Forma
January 1, 2023		143,421.1			15,116.3			158,537.4
Extensions, additions and discoveries		1,246.7			1.9			1,248.6
Revisions		(37,181.5	)		286.6			(36,894.9	)
Production		(8,397.2	)		(1,370.8	)		(9,768.0	)
Purchase in place		1,151.6			—			1,151.6
December 31, 2023		100,240.7			14,034.0			114,274.7
Proved Developed Reserves
January 1, 2023		119,593.7			15,116.3			134,710.0
December 31, 2023		90,226.0			14,034.0			104,260.0
Proved Undeveloped Reserves
January 1, 2023		23,827.4			—			23,827.4
December 31, 2023		10,014.7			—			10,014.7

The pro forma standardized measure of discounted estimated future net cash flows was as follows as of December 31, 2023 (in thousands):

December 31, 2023	TXO Partners Historical			EMEP Acquisition			Pro Forma
(in thousands)
Future cash inflows	$	4,101,171		$	829,645		$	4,930,816
Future costs:
Production		(2,091,880	)		(349,382	)		(2,441,262	)
Development		(353,191	)		(66,659	)		(419,850	)
Income taxes		(2,143	)		—			(2,143	)
Future net cash flows		1,653,957			413,604			2,067,561
10% annual discount		(763,365	)		(147,393	)		(910,758	)
Standardized measure	$	890,592		$	266,211		$	1,156,803

The change in the pro forma standardized measure of discounted estimated future net cash flows were as follows for 2023 (in thousands):

December 31, 2023	TXO Partners Historical			EMEP Acquisition			Pro Forma
Standardized measure, beginning of period	$	1,969,818		$	366,356		$	2,336,174
Revisions:
Prices and costs		(1,053,775	)		(21,900	)		(1,075,675	)
Quantity estimates		(147,398	)		(18,328	)		(165,726	)
Income tax		2,250			—			2,250
Future development costs		(106	)		—			(106	)
Accretion of discount		196,982			36,636			233,618
Production rates and other		22,868			(41,184	)		(18,316	)
Net revisions		(979,179	)		(44,776	)		(1,023,955	)
Additions and discoveries		(8,047	)		(138	)		(8,185	)
Production		(137,393	)		(55,231	)		(192,624	)
Development costs		29,820			—			29,820
Purchases in place		15,573			—			15,573
Net change		(1,079,226	)		(100,145	)		(1,179,371	)
Standardized measure, end of period	$	890,592		$	266,211		$	1,156,803