We are an independent oil and natural gas company focused on securing high-quality, long-lived oil and natural gas assets to create a sustainable inventory of highly economic wells. (Incorporated in Nevada)

We have established our initial acreage position in the Permian Basin; however, we actively evaluate opportunities in other oil and natural gas producing regions. As of August 1, 2022, we had acquired our initial acreage position, comprised of a 100% interest in 2,480 contiguous undeveloped leasehold acres in the Texas portion of the Permian Basin. In addition to our initial acreage position, as of March 31, 2023, we have acquired an additional 1,859 gross (868 net) undeveloped leasehold acres in other areas within the Texas portion of the Permian Basin.

We have no revenue-generating operations as of the date of this prospectus.

Our founders, Kelly Hoffman and Daniel Wilson, have decades of experience in the oil and natural gas industry. During that time, they have established, operated, developed and sold or merged multiple companies, and they have arranged and raised over a billion dollars in financing for oil and natural gas projects and development.

Our long-term objective is to create stockholder value by identifying and assembling a portfolio of low-risk, long-lived oil and natural gas production assets with attractive economic profiles. We will strive to leverage the technical and managerial expertise of our founders to deliver profitable results from our properties. In the near-term, our objective is to commence operations on our undeveloped leasehold acreage while we continue to search for and evaluate additional attractive acquisition opportunities. Our primary goals are to efficiently drill and develop our prospects, create proved reserves, achieve production, and generate operating cash flow. We anticipate drilling one to two wells on our currently undeveloped leasehold acreage by the end of 2023.

Our founders began working together on this venture in December of 2020 and became formally organized as a Texas corporation on June 21, 2021 as EDI Operating, Inc. We changed our name to Rise Oil & Gas, Inc. on January 26, 2022. On March 21, 2023, we converted from a Texas corporation to a Nevada corporation.

The Rise Advantage

We believe the combination of our experienced and principled management team, high degree of operational control, and development opportunities differentiates us from our competitors and provides the opportunity to grow our Company. We believe that the relationships our founders have established through their careers will be highly beneficial in identifying, evaluating, acquiring and exploiting high quality assets. We further believe that their experience and relationships with the financial and capital markets will provide us with the necessary tools to identify, negotiate and finance our oil and natural gas transactions.

Our Assets

As of August 1, 2022, we had acquired our initial acreage position, comprised of a 100% interest in 2,480 contiguous undeveloped leasehold acres in the Texas portion of the Permian Basin. We have no revenue-generating operations as of the date of this prospectus. We believe that this leasehold acreage has potential multi-pay legacy production at all four sides. According to data from Advanced Resources International, since the 1930s, immediate offsetting fields around our initial leasehold acreage have produced in excess of 1.2 billion barrels of oil through February 2006 from those conventional shallow multi-pay zones, and such immediate offsetting fields continue to produce as of March 31, 2023. According to Enverus (Drilling Info), between March 1981 and February 2000, approximately 312,000 barrels of oil and approximately 125,000 McF of natural gas were produced from our leasehold acres. To our knowledge, there has not been any production from our leasehold acres since 2000. The primary terms of the leases underlying our initial acreage position are three years, which will expire on June 1, 2025 and August 1, 2025, respectively. We are obligated to commence actual drilling of a well on this acreage by October 1, 2023 and are in the process of preparing to commence drilling. Thereafter, if we do not successfully drill for oil or natural gas in producing quantities within the primary terms of the leases, our interest will terminate. In addition to our initial acreage position, as of March 31, 2023, we have acquired an additional 1,859 gross (868 net) undeveloped leasehold acres in other areas within the Texas portion of the Permian Basin. The primary terms of the leases covering this additional acreage are generally at least three years.

Note: “We anticipate having a working website at the address www.RiseOil.com prior to the effectiveness of the registration statement of which this prospectus forms a part.”

**Note: Rise Oil & Gas is an an oil and gas E&P start-up company with no revenues from the time of inception on June 21, 2021, onward.

**Note: Revenue and net loss figures are for the 12 months that ended March 31, 2023.

(Note: Rise Oil & Gas filed its S-1 dated June 30, 2023, without disclosing terms for its IPO. The company has not chosen an exchange yet.)