EXHIBIT 99.5
BENEFICIAL OWNER ELECTION FORM
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the grant of non-transferable subscription rights (the “Subscription Rights”) to purchase shares of common stock, par value $.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”) pursuant to a rights offering (the “Rights Offering”) as described further in the Company’s Prospectus Supplement, dated October 1, 2024 (the “Prospectus Supplement”), and the accompanying base prospectus, dated September 22, 2023 (the “Base Prospectus” and collectively, with the Prospectus Supplement, the “Prospectus”), the receipt of which is hereby acknowledged.
You are hereby instructed, on the undersigned’s behalf, to exercise the Subscription Rights to purchase Common Stock with respect to the shares of Common Stock held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Subscription Certificate,” as follows:
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
SECTION 1: OFFERING INSTRUCTIONS (check the appropriate box if you wish to exercise subscription rights)
IF YOU WISH TO EXERCISE ALL OR A PORTION OF YOUR SUBSCRIPTION RIGHTS:
Please exercise my Subscription Rights for Common Stock pursuant to the Rights Offering, as set forth below:
| | | | | | | | | |
1. Subscription
Rights* (1 Subscription
Right = 0.063
shares of
Common Stock) | | Number of
Subscription Rights
to be exercised: | | Number of shares of Common
Stock subscribed for under the
Subscription: | | | | Payment to be made in
connection with the Common
Stock subscribed for under the
Subscription: |
| | Subscription Rights | | shares of Common
Stock (Subscription Rights x 0.063) | | x $5.05 (price/share) | | = $ |
| | | | | |
2. Over-
Subscription
Rights** | | | | Number of shares of Common
Stock requested under the
Over-Subscription Rights: | | | | Payment to be made in
connection with the shares of
Common Stock requested
under the Over-Subscription
Rights: |
| | | | | |
| | | | | shares of Common
Stock | | x $5.05 (price/share) | | = $ |
| 3. Totals | | | | | | | | |
| | | |
Total Number of Subscription Rights to be Delivered: Subscription Rights | | Total Number of shares of
Common Stock subscribed for
and/or requested: Shares
of Common Stock | | Total Payment: $ |
| | | | |
| * | You will receive one Subscription Right for each share of Common Stock owned as of the Record Date. For every Subscription Right held, you will be entitled to purchase 0.063 shares of Common Stock at the Subscription Price of $5.05 per share. The number of Subscription Rights to be issued to you will be |
1
| | rounded down to the nearest whole number and fractional shares will not be issued upon the exercise of the Subscription Rights. Accordingly, if you held 100 Subscription Rights, your Subscription Rights entitle you to purchase up to 6 shares of Common Stock. The subscription price per share of Common Stock was determined on September 20, 2024. |
| ** | If you purchase all of the shares available to you pursuant to your Subscription Rights, you may subscribe for additional shares pursuant to your Over-Subscription Rights, if any, using the Subscription Price of $5.05 per share. See the description of the Over-Subscription Rights in the Prospectus. |
IF YOU DO NOT WISH TO EXERCISE YOUR SUBSCRIPTION RIGHT:
Please DO NOT exercise my Subscription Rights for Common Stock
SECTION 2: PAYMENT
Payment in the amount of $ (the total Subscription Price) by check or wire transfer is enclosed. Please deduct payment from the following account maintained by you as follows:
Type of Account:
Account Number:
Amount to be deducted: $ (the total Subscription Price)
SECTION 3: SUBSCRIPTION AUTHORIZATION
I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby exercise such Subscription Rights for the number of shares indicated above on the terms and conditions specified in the Prospectus. I hereby agree that if I fail to pay in full for the Common Stock for which I have subscribed, the Company may exercise any of the remedies provided for in the Prospectus.
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| Signature(s) of subscriber(s): | | |
| | |
| | | |
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| Print Name: | | Print Name: |
| | |
| Telephone No.: | | Telephone No.: |
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| Date: | | Date: |
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