Exhibit
10.1


 












	
     

    

    
	
     

     

     

     

    White River Operating LLC

    27073 HWY 15, Ferriday LA 71334

	 



 





November
18, 2022


 


WHITE
RIVER E&P 1 LP


 


Participation
Agreement for DENMISS LLC NO 1 Well.


 


When
executed by you in the manner provided below, this Participation Agreement (“Agreement”) will evidence an agreement
between WHITE RIVER ENERGY CORP. (hereinafter referred to as “Assignor”) and WHITE RIVER E&P 1 LP (hereinafter
referred to as “Participant”) covering your participation in the wells drilled on that certain 160 + mineral
acres; Section 14, SE/4 of SW/4, Section 23, NW/4 of SE/4 and SE/4 of NW/4 and SW/4 of NE/4, T7N-R4E, Pisgah Oil Field, Rankin County,
Mississippi (the “Pisgah Prospect”) under that certain Lease Agreement dated as of July 1, 2022 by and between White
River E&P LLC c/o Sky3D LLC and Pearl River Interior, L.L.C (the “Lease”). White River Operating LLC shall
be designated as “Operator” of the well(s) Drilled therein. The terms of this Agreement are as follows:


 


		I.	EXHIBITS



 


The
following exhibits are attached hereto and made a part of this Agreement:


 


		A.	Exhibit
                                            A: Well Location Plat
		B.	Exhibit
                                            B: Authority for Expenditure (“AFE”)
		C.	Exhibit
                                            C: Wiring Instructions
		D.	Exhibit
                                            D: Form of Assignment
		E.	Exhibit
                                            E: Joint Operating Agreement 



 





		II.	AGREEMENT
                                            TO CONVEY INTEREST IN LEASES



 


		A.	Participant
                                            shall fund an initial amount of $1,408,000 to Assignor (the “Payment”),
                                            which Assignor will in turn use to drill the well or wells described in further detail herein
                                            (beginning with the “Test Well” described in Section III hereunder). The
                                            Payment is due by November 30th, 2022. In the event the Test Well is determined
                                            to be economically viable, then an additional $992,963.27 in costs (the “Second
                                            Payment”, and together with the Initial Payment, the “Payments”)
                                            would be due to complete and produce the Test Well. The Second Payment will be due within
                                            thirty days of the Participant receiving notice from the Assignor that the Test Well has
                                            been deemed economically viable.

                                                                                 

		B.	In
                                            exchange for the Payments set forth above, the Participant is receiving: (i) a fifty percent
                                            (50%) working interest in all wells resulting from the Pigsah Prospect; and (ii) a thirty
                                            two and one half percent (32.5%) net revenue interest in all wells resulting from the Pigsah
                                            Prospect. The foregoing interests will be assigned to the Participant pursuant to the assignment
                                            of interests form attached hereto as Exhibit D.

                                                                                 

		C.	It
                                            is understood and agreed that Assignor (or one of its affiliates) is retaining a twenty five
                                            percent (25%) working interest in the Test Well as a “promote”. As such, the
                                            Participant is only receiving a fifty percent (50.0%) working interest in such well, despite
                                            having the Payments total sixty-six and two-thirds of a percent (66.67%) of the AFE.

                                                                                 

		D.	The
                                            Assignor shall be responsible for all costs associated with the Test Well in excess of the
                                            Payments



 






    	 



    	 



    

 


		III.	TEST
                                            WELLS



 


		A.	WHITE
                                            RIVER E&P 1 LP agrees to participate in the drilling of the initial test well, which
                                            shall be designated as the DENMISS LLC No. 1, “TEST WELL” means the well that
                                            is proposed and drilled in the Prospect. The Wells shall be drilled to a depth sufficient
                                            to evaluate the prospective multiple zones being the Rodessa Sand and Hosston Formations
                                            to a depth of 11,500’ (the “Contact Depths”). See AFE #1, Exhibit
                                            B.



 





		A.	The
                                            initial drilling well shall be performed by White River Operating, LLC for an agreed
                                            price. A copy of the drilling contract will be furnished to Participant upon request.



 





		IV.	SUBSTITUTE
                                            TEST WELL



 


If
the initial drilling is abandoned prior to reaching contract depths due to heaving shale, saltwater flow, rock salt, dome formation,
lost circulation, impenetrable formation, mechanical difficulty, or other conditions rendering further drilling impractical, any party
who participated in drilling the Well shall have the option, but not the obligation, to propose and drill a substitute well (hereinafter
referred to a “Substitute Test Well”). The parties who participate drilling the Well shall have the right to participate
in other zones of said Well and/or drilling the Substitute Test Well by following the same procedure and the same elections set forth
in Section III of this Agreement for the initial Well.


 





		V.	COST
                                            OF SUBSEQUENT/DEVELOPMENT WELLS



 


For
any well(s) drilled after the drilling of the Test Well and any Substitute Test Well within a unit area in which WHITE RIVER E&P
1 LP participates, WHITE RIVER E&P 1 LP share of costs shall be the same as a “TEST WELL”.


 


		VI.	OPERATING
                                            AGREEMENT



 


Upon
drilling of the initial well, Operator shall forward a standard AAPL-610 Joint Operating Agreement (the “JOA”) WHITE
RIVER E&P 1 LP applicable to all operations hereunder for your review and execution. White River Operating LLC shall be
designated as Operator in said JOA. In the event of a conflict between the terms and provisions of this Agreement and the JOA, this Agreement
shall prevail. The JOA shall take the form attached hereto as Exhibit E.


 


		VII.	INFORMATION
                                            TO BE FURNISHED



 


White
River Operating LLC shall notify Participant when actual drilling of a well is commenced and shall, upon request, furnish Participant
with copies of all regulatory permits for the Mississippi Office of Conservation. During the drilling or re-entry of any of the Well(s),
Participant’s duly authorized representatives shall have access, at their own risk, at all times to the derrick floor and shall
be given any available information requested regarding the well, including daily drilling reports, Monday through Friday, and sufficient
notice of all tests or the running of a log in order for Participant to have representatives present, if so desired.


 






    	 



    	 



    

 





		VIII.	INSURANCE



 


At
all times while conducting operations under this Agreement, Assignor or Operator, as applicable, shall carry or cause to be carried adequate
insurance coverage for the benefit of the Participant, and shall ensure Participant is listed on such insurance as an additional insured.


 





		IX.	PROVISION
                                            CONCERNING TAXATION



 


Nothing
in this agreement or in any of the exhibits attached hereto is intended to create or shall it be deemed to create a joint venture or
a mining or other partnership of any kind, or to provide for or create any joint liability.


 





		X.	NOTICES



 


All
notices, proposals, reports and other communication given under this Agreement shall be sent to the parties at the following addresses
(please complete your contact information):


 


WHITE
RIVER E&P 1 LP


567
Kryptonite Drive


Castle
Rock, CO 80108


 





White
River Operating LLC

27073 HWY 15, Ferriday LA 71334


 


And
to such other addressees as the parties may designate in writing, notices, etc. may be sent by mail, fax or expedited delivery service.
Any notice, etc. shall be deemed to be received by the addressee on the day after it is actually sent.


 





		XI.	ASSIGNMENTS



 


The
form of assignment(s) shall be mutually agreed upon, and White River Energy LLC consents to the assignment(s).


 





		XII.	HEIRS,
                                            SUCCESSORS, AND ASSIGNS



 


Any
assignment or transfer of an interest under this Agreement shall be expressly made subject to this Agreement and the JOA contemplated
in Article VIII of this Participation Agreement. In any such assignment, the assigning party shall furnish its Participant with a copy
of this Agreement and all exhibits attached thereto, and the Participant(s) shall agree to assume and be bound by the terms and provisions
hereof.


 





		XIII.	CONTROLLING
                                            LAW



 


This
Agreement and the parties’ rights and obligations under it shall be governed by the Laws of the State of Mississippi.


 





		XIV.	EFFECT
                                            OF PARAGRAPH HEADINGS



 


The
headings of the paragraphs herein have been used for convenience only and shall not be used in construing the provisions of this Agreement.


 






    	 



    	 



    

 





		XV.	EFFECTIVE
                                            DATE



 


This
Agreement shall be effective for all purposes as of November 22, 2022 regardless of the date of its actual execution.


 





		XVI.	ACCEPTANCE



 


This
Agreement may be executed in multiple counterparts, all of which taken together shall constitute one (1) Agreement.


 


Sincerely,


 


WHITE
RIVER ENERGY CORP, PARENT COMPANY


WHITE
RIVER E&P LLC, SUBSIDIARY


WHITE
RIVER OPERATING LLC, SUBSIDIARY


SKY3D
LLC, AFFILIATE


 


	By:	/s/
    Randy May	 


 


Randy
May, Executive Chairman, on behalf of all of the above listed entities


 


WHITE
RIVER E&P 1 MANAGEMENT LLC c/o WHITE RIVER E&P 1 LP





 


	By:	/s/
    Jay Puchir	 



 





Jay
Puchir, Co-Fund Manager, Manager 



 


AGREED
TO AND ACCEPTED THIS 22nd DAY OF November, 2022.