UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ý
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under § 240.14a-12
RING ENERGY, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ýNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2022 PROXY STATEMENT

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Ring Energy, Inc. (NYSE American: REI) is a growth oriented independent oil and natural gas company headquartered in The Woodlands, Texas. It is focused on the acquisition, exploration and development of high-quality, oil and liquids rich assets in the Permian Basin of Texas and New Mexico, which is recognized as the top producing oil basin in North America. Formed in 2012, Ring Energy has aggressively sought to acquire select low decline, long-life hydrocarbon producing properties with highly economic drilling opportunities that can be developed in future years. With over 100 years of combined industry experience in most of the oil and gas producing basins in the United States, coupled with the careful application of new and emerging geoscience, engineering, drilling and completion technologies, and long-established industry relationships, REI remains focused on creating stockholder value using proven strategies.

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1 2022 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS DATE: June 2, 2022 TIME: 10:00 a.m. Central Daylight Time PLACE: Main Floor Meeting Rooms A and B 1725 Hughes Landing Blvd., The Woodlands, TX 77380 RECORD DATE FOR STOCKHOLDERS ENTITLED TO VOTE: April 5, 2022 02 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Ring Energy, Inc., a Nevada corporation (“Ring” or the “Company”), will be held on June 2, 2022, at 10:00 a.m., Central Time, in Ring’s office building, located at 1725 Hughes Landing Blvd., The Woodlands, TX 77380. You will be asked to consider and to approve the following proposals: Elect Seven Nominated Directors Included in the Proxy Statement to Serve on our Board Approve on a Non-Binding, Advisory Basis, the Compensation of our Named Executive Officers Ratify the Appointment of Grant Thornton Llp as our Independent Registered Public Accounting Firm This proxy statement and accompanying proxy card are being mailed to our stockholders on or about April 30, 2022. Our Annual Report on Form 10-K (the “Annual Report”) covering the year ended December 31, 2021 is enclosed, but does not form any part of the materials for solicitation of proxies. The Notice of Annual Meeting and Proxy Statement herein provide further information on the Company’s performance and corporate governance and describe the matters to be presented at the Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our offices during normal business hours for a period of ten (10) calendar days prior to the Annual Meeting and will also be available during the Annual Meeting for inspection by our stockholders. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, AND MAIL THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ACCOMPANYING ENVELOPE, OR VOTE YOUR SHARES USING THE TELEPHONE OR INTERNET VOTING INSTRUCTIONS PROVIDED. We thank you for your continued support and look forward to seeing you at the Annual Meeting. By Order of the Board of Directors, /s/ Travis T. Thomas Travis T. Thomas Executive Vice President, Chief Financial Officer, Corporate Secretary & Treasurer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 2, 2022 The Notice of Annual Meeting, Proxy Statement, and Annual Report to Stockholders for the year ended December 31, 2021, are available on Ring Energy, Inc.’s website at www.ringenergy.com. The Woodlands, Texas April 28, 2022

RING ENERGY

TABLE OF CONTENTS

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Materials Pursuant to §240.14a-12
RING ENERGY, INC.
(Name of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

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Ring Energy, Inc.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, TX 77380
Phone: 281-397-3699
September 26, 2022
To the Stockholders of Ring Energy, Inc.:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Ring Energy, Inc. (the “Company”), to be held at 10:00 a.m. Central Time on Thursday, October 27, 2022, at the Company’s office at the address shown above.
Your vote is very important, regardless of the number of shares of our common stock that you own. Whether or not you expect to be present at the Special Meeting, after receiving the proxy materials, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. As an alternative to voting during the Special Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is included with the proxy statement. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.
On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the Special Meeting in person.
Thank you for your support of the Company. I look forward to seeing you at the Special Meeting.
By Order of the Board of Directors,
/s/ Paul D. McKinney
Paul D. McKinney
Chief Executive Officer and Chairman of the Board
September 26, 2022


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Ring Energy, Inc.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, Texas 77380
Phone: 281-397-3699
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 27, 2022
A Special Meeting of Stockholders (the “Special Meeting”) of Ring Energy, Inc., a Nevada corporation (the “Company”), will be held at 10:00 a.m. Central Time, on Thursday, October 27, 2022, at the Company’s office at the address shown above. We will consider and act on the following items of business at the Special Meeting:
1.
To approve, pursuant to NYSE American Listing Rule 712(b), the issuance of 42,548,903 shares of common stock, par value $0.001 per share, upon conversion of 153,176 shares of Series A Convertible Preferred Stock, par value $0.001 per share;
2.
To authorize the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the proposal listed above; and
Such other matters as may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof.
Stockholders are referred to the accompanying proxy statement for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Board of Directors unanimously recommends a vote “FOR” Proposals 1 and 2.
The Board of Directors has fixed the close of business on September 1, 2022, as the record date (the “Record Date”) for the Special Meeting. Only holders of record of shares of our common stock on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for examination during normal business hours for ten calendar days before the Special Meeting at our address above.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
If your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the Special Meeting in person, we request that you complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement to ensure that your shares will be represented at the Special Meeting.
If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.
By Order of the Board of Directors,
/s/ Travis T. Thomas
Travis T. Thomas
Secretary
September 26, 2022


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Ring Energy, Inc.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, Texas 77380
Phone: 281-397-3699
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 27, 2022
This proxy statement is furnished in connection with the solicitation of proxies from the stockholders of Ring Energy, Inc., a Nevada corporation, to be voted at our special meeting of Stockholders (the “Special Meeting”) to be held at the Company’s office at the address shown above. YOUR PROXY IS SOLICITED BY RING ENERGY’S BOARD OF DIRECTORS. If not otherwise specified, all proxies received pursuant to this solicitation will be voted “FOR” the proposals as specified in this proxy statement and, at the discretion of the proxy holder, upon such other matters as may properly come before the Special Meeting or any adjournment thereof. This proxy statement (including the Notice of Special Meeting of Stockholders) is first being made available to stockholders beginning on or before September 26, 2022. This proxy statement and its exhibits, the Notice of Special Meeting, proxy card, and stockholder letter are collectively referred to herein as the “Meeting Materials.”
Proxy Voting
Stockholders of record on the record date are entitled to vote by proxy before the meeting in the following ways:

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OVERVIEWBy calling 1-800-690-6903


(toll free) in the
United States or Canada
Online at
www.proxyvote.com
By returning a
properly completed, signed
and dated proxy card
Solicitation/Cost of the Meeting
Proxies are being solicited by the Board of Directors of the Company (the “Board”). The costs of the solicitation will be borne by the Company. Proxies may be solicited personally or by mail, telephone, facsimile or email by directors, officers and employees of the Company, none of whom will receive any additional compensation for such solicitations. The Company will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in sending the Meeting Materials to beneficial owners of the Company’s shares.


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TABLE OF CONTENTS
Joint Letter to Stockholders14
Our Company – Mission & Vision6
Our Company – Strategic Priorities7
Questions And Answers About the 2022 Annual Meeting And Voting8
Our 2021 Performance Highlights14
Our Commitment to Environmental, Social And Governance (“ESG”)16
Board Composition and Experience18

PROPOSAL 1:
ELECTION OF DIRECTORS

Summary19
Board Committees & Director Bios20
Board Recommendation on Proposal25

CORPORATE GOVERNANCE AND OUR BOARD

Corporate Governance Highlights26
Our Board27
Board Leadership Structure27
Lead Independent Director27
Annual Board Evaluation28
Director Orientation And Continuing Education28
Board Independence28
Board Risk Assessment And Control29
Insider Trading Policy30
Board Committees30
Director Nominations and Qualifications33
Board of Directors Diversity34
Communications With Our Board34
EXECUTIVE OFFICERSExecutive Officer Bios35

COMPENSATION DISCUSSION & ANALYSIS

Summary37
Executive Team Transitions37
2021 Changes to Executive Compensation38
Additional Compensation Policy Highlights39
Executive Compensation Philosophy39

2

2022 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS

Role of Stockholder Say-on-Pay Advisory Vote40
Executive Compensation Program Elements For 202140
Management Stock Ownership Guidelines44
Tax & Risk Considerations in Overall Program45
Compensation of Named Executive Officers (2019-2021)46
Employment Agreements47
Grants of Plan-Based Awards49
Outstanding Equity Awards at Fiscal Year-End50
Option Exercises and Stock Vested51
Pension Benefits and Nonqualified Deferred Compensation51
Potential Payments Upon Termination or Change In Control51
CEO Pay Ratio55
Director Compensation57
Compensation Committee Report60
Compensation Committee Interlocks and Insider Participation60
Transactions With Related Persons, Promoters and Certain Control Persons60
Security Ownership of Certain Beneficial Owners and Management & Other Matters61

PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Summary64
Board Recommendation on Proposal64

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP

Summary65
Board Recommendation on Proposal66
Audit Committee Report67

STOCKHOLDER

PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2023 ANNUAL MEETING AND OTHER ITEMS

Summary of Procedures For Submitting a Proposal or Nominating a Director69
Other Business70
Annual Report70
GAAP to Non-GAAP Reconciliations71

3

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4 RING ENERGY DEAR FELLOW STOCKHOLDERS, On behalf of the Board of Directors of Ring Energy, Inc., we are happy to invite you to our 2022 Annual Meeting of Stockholders, which will take place on June 2, 2022 at 10:00 AM Central Daylight Time in meeting rooms A and B on the ground floor of our office building located at 1725 Hughes Landing Blvd., The Woodlands, Texas. We were pleased with our overall operational and financial results for 2021. Contributing to our success was the significant improvement in the macro-economic backdrop as global demand for crude oil began to materially increase in late 2020. To capitalize on an improving oil price environment, in December 2020, we reinitiated our drilling efforts. The result was our successful 2021 development program of drilling 11 wells and completing 13 wells. In addition, we reduced future costly workovers and long- term operating costs by converting 25 wells from downhole electrical submersible pumps to rod pumps (“CTRs”). Finally, we continued to pursue and execute on initiatives to drive further operational efficiencies throughout our business. The combined result for full year 2021 was strong operating and free cash flow generation that was used to help pay down $23 million of debt. We ended 2021 with almost $62 million of liquidity – a 52% increase from December 31, 2020. We want to thank all our workforce for their continued hard work and dedication, which helped drive our success in 2021. To further promote the long-term sustainability of our business, in 2021 we amended our bylaws and charters and changed the name of our “Nominating & Corporate Governance Committee” to “Nominating, Environmental, Social, and Governance Committee” to accurately reflect these priorities. In 2021 we formed a managerial task force composed of a cross-functional management-level team of employees that are responsible for evaluating risks and opportunities, developing policies, practices, information and communications, and providing reports to our Chairman & CEO and to the Board concerning Environmental, Social and Governance (“ESG”) matters.

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5 2022 PROXY STATEMENT We invite you to review our Inaugural Sustainability Report we published in late 2021 (click here) to learn more about our performance and improvement initiatives, and our plans to drive further alignment with the various ESG reporting frameworks over time. Our efforts in 2022 remain focused on investing in our highest rate-of-return inventory to grow production, benefiting from higher operating cash flow assuming commodity prices remain strong, continuing to pay down debt, and further strengthening our balance sheet. Supported by a much-improved hedge position, in late January we initiated our 2022 continuous drilling program in which we intend to drill and complete between 25 and 33 wells and install related facilities and infrastructure. We will also continue our successful CTR and other capital workover programs and acquire additional leases. In short, we believe 2022 will be a transformational year for Ring and our stockholders through the continued pursuit of our value focused proven strategy. On behalf of Ring’s Board of Directors, executive management and employee team, thank you for your continued support. Your vote is very important to us, and we encourage you to review the enclosed proxy statement and to promptly vote so your shares are represented at the Annual Meeting. Best regards, Paul D. McKinney Chairman of the Board of Directors & Chief Executive Officer Anthony B. Petrelli Lead Independent Director Paul D. McKinney and Anthony B. Petrelli

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6 RING ENERGY OUR COMPANY Ring Energy, Inc. is a growth oriented independent energy company engaged in oil and natural gas development, production, acquisition and exploration of high-quality, oil and liquids rich assets in the Permian Basin of Texas and New Mexico. OUR MISSION & VISION Ring’s mission is to deliver competitive and sustainable returns to its stockholders by developing, acquiring, exploring for, and commercializing oil and natural- gas resources vital to the world’s health and welfare. Successfully achieving Ring’s mission requires a firm commitment to operating safely in a socially responsible and environmentally friendly manner, while ensuring the Company conducts its business with honesty and integrity. The key principles supporting Ring’s strategic vision are: ■ Ensuring health, safety, and environmental excellence and a strong commitment to our employees and the communities in which we work and operate; ■ Continuing to generate free cash flow to improve and build a sustainable financial foundation; ■ Pursuing rigorous capital discipline focused on our highest returning opportunities; ■ Improving margins and driving value by continuously targeting additional operating cost reductions and capital efficiencies; and ■ Strengthening the balance sheet by steadily paying down debt, divesting of non-core assets and becoming a peer leader in Debt/EBITDA metrics.

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7 2022 PROXY STATEMENT OUR STRATEGIC PRIORITIES Ring has historically capitalized on its low-risk, high-return asset base that is focused on the conventional San Andres reservoir in the Permian Basin, which is one of the most prolific hydrocarbon producing regions in the U.S. As compared to unconventional plays, the San Andres offers much lower initial year and terminal decline rates for production, which helps generate high rates of return and low breakeven economics of approximately $25 to $30 per barrel. The collective efforts of your management team are focused on creating stockholder value with Ring’s proven strategy. We are targeting a number of strategic initiatives that we believe will uniquely position Ring for continued operating and financial success, thereby enhancing long-term value for our stockholders. To accomplish these goals, we are committed to pursuing the following strategic priorities: Attract and retain high-quality people because achieving our mission will only be possible through our employees. It is critical to have compensation, development, and human resource programs that attract, retain and motivate the types of people we need to succeed. Pursue operational excellence with a sense of urgency, as we plan to deliver low cost, consistent, timely and efficient execution of our drilling campaigns, work programs and operations. This includes executing our operations in a safe and environmentally responsible manner, focusing on reducing our emissions, applying advanced technologies, and continuously seeking ways to reduce our operating cash costs on a per barrel basis. This objective is a foundational aspect of our culture and future success. Invest in high risk- adjusted rate-of- return projects. This will allow us to profitably grow our production and reserve levels and maximize free cash flow generation. Focus on generating free cash flow and strengthening our balance sheet by reducing debt through the use of excess cash from operations and potentially through proceeds from the sale of non-core assets. We believe remaining focused and disciplined in this regard will lead to meaningful returns for our stockholders and provide additional financial flexibility to manage potential future swings in the business cycle. Pursue strategic acquisitions that maintain or reduce our break-even costs, as well as improve our margins and operating costs. Financial strategies associated with these efforts will focus on delivering competitive debt-adjusted per share returns. This objective is key to delivering competitive returns to our shareholders on a sustainable basis.

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8 RING ENERGY QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUALSPECIAL MEETING AND VOTING WHAT IS THE PURPOSE OF THE ANNUAL MEETING? At the Annual Meeting, our stockholders will act upon the matters outlined in the Notice, including (1) the election of seven directors named in this proxy statement to our Board, each for a term ending on the date of the 2023 annual meeting of stockholders or until their successors are duly elected and qualified (this proposal is referred to as the “Election of Directors”); (2) a non-binding, advisory vote to approve named executive officer compensation (this proposal is referred to as “Executive Compensation”); (3) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (this proposal is referred to as the “Ratification of Grant Thornton”); and (4) the transaction of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. Additionally, management will report on our performance during the last fiscal year and respond to questions from our stockholders. WHAT IS A PROXY? A proxy is another person that you legally designate to vote your stock. If you designate a person or entity as your proxy in a written document, such document is also called a proxy or a proxy card. All duly executed proxies received prior to the Annual Meeting will be voted in accordance with the choices specified thereon and, in connection with any other business that may properly come before the meeting, in the discretion of the persons named in the proxy. WHAT IS A PROXY STATEMENT? A proxy statement is a document that regulations of the United States Securities and Exchange Commission (the “SEC”) require that we make available to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting. This proxy statement describes matters on which we would like you, as a stockholder, to vote and provides you with information on such matters so that you can make an informed decision. WHAT IS “HOUSEHOLDING”? One copy of the Notice, this proxy statement, and the Annual Report (collectively, the “Proxy Materials”) will be sent to stockholders who share an address, unless they have notified us that they want to continue receiving multiple packages. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs. If you received a householded mailing this year and you would like to have additional copies of the Proxy Materials mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request in writing to Ring Energy, Inc., Attention: Travis T. Thomas, Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, or by telephone by calling (281) 397-3699. You may also contact us in the same manner if you received multiple copies of the Proxy Materials and would prefer to receive a single copy in the future. The Proxy Materials are also available on our website: www.ringenergy.com.

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9 2022 PROXY STATEMENT WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS? Despite our efforts related to householding, you may receive more than one set of Proxy Materials, including multiple copies of the proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a proxy card and a voting instruction card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted at the Annual Meeting. You can also vote your shares over the phone or Internet. Please see “HOW DO I VOTE MY SHARES?” below for more information. WHO IS ENTITLED TO NOTICE OF THE ANNUAL MEETING? Governing laws as well as our governance documents require our Board to establish a record date in order to determine who is entitled to receive notice of, attend, and vote at the Annual Meeting, and any continuations, adjournments, or postponements thereof. The record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on April 5, 2022 (the “Record Date”). As of the Record Date, we had 100,192,562 shares of Common Stock outstanding. A list of all stockholders of record entitled to vote at our Annual Meeting is on file at our principal office located at 1725 Hughes Landing Blvd, Suite 900, The Woodlands, TX 77380, and will be available for inspection at the Annual Meeting. WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? Subject to the limitations set forth below, stockholders at the close of business on the Record Date may vote at the Annual Meeting. If you are a beneficial owner of shares of Common Stock, you must have a legal proxy from the stockholder of record to vote your shares at the Annual Meeting. WHAT IS A QUORUM? A quorum is the presence at the Annual Meeting, in person or by proxy, of the holders of at least one-third of the shares of our Common Stock outstanding and entitled to vote as of the Record Date. There must be a quorum for the Annual Meeting to be held. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is reached. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of votes considered to be present at the Annual Meeting.

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10 RING ENERGY WHAT ARE THE VOTING RIGHTS OF OUR STOCKHOLDERS? Each holder of Common Stock is entitled to one vote per share of Common Stock on all matters to be acted upon at the Annual Meeting. Neither our Articles of Incorporation (as amended, the “Charter”), nor our Bylaws (as amended, the “Bylaws”), allow for cumulative voting rights. WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A “STREET NAME” HOLDER? Most stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned in street name. ■ Stockholder of Record. If your shares are registered directly in your name with Standard Registrar and Transfer Company Inc., our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly or to vote in person at the Annual Meeting. ■ Street Name Stockholder. If your shares are held in a stock brokerage account or by a bank, fiduciary, or other nominee, you are considered the beneficial owner of shares held in “street name.” In this case, such broker, fiduciary, or other nominee is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote and are also invited to attend the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, follow the voting directions provided by your broker, bank, or other nominee to vote your shares. Since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. HOW DO I VOTE MY SHARES? Stockholders of Record: Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods: ■ By Written Proxy. You may indicate your vote by completing, signing, and dating your proxy card and returning it in the enclosed reply envelope. ■ In Person. You may vote in person at the Annual Meeting by completing a ballot; however, attending the Annual Meeting without completing a ballot will not count as a vote. ■ By Phone. Use any touch-tone telephone to call 1-800-690-6903 to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. ■ By Internet. Use the Internet to access www.proxyvote.com to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

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11 2022 PROXY STATEMENT Street Name Stockholders: Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods: ■ By Voting Instruction Card. If you hold your shares in street name, your broker, bank, or other nominee will explain how you can access a voting instruction card for you to use in directing the broker, bank, or other nominee how to vote your shares. ■ In Person with a Proxy from the Record Holder. You may vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank, or other nominee. Please consult the instruction card or other information sent to you by your broker, bank, or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting. If you are a stockholder of record, your shares will be voted by the management proxy holder in accordance with the instructions on the proxy card you submit. For stockholders who have their shares voted by submitting a proxy, the management proxy holder will vote all shares represented by such valid proxies as our Board recommends, unless a stockholder appropriately specifies otherwise. CAN I REVOKE MY PROXY OR CHANGE MY VOTE? Yes. If you are a stockholder of record, you can revoke your proxy at any time before it is voted at the Annual Meeting by doing one of the following: ■ Submitting written notice of revocation stating that you would like to revoke your proxy to Ring Energy, Inc., Attention: Travis T. Thomas, Chief Financial Officer, 1725 Hughes Landing Blvd, Suite 900, The Woodlands, TX 77380, which must be received prior to the Annual Meeting; ■ Completing, signing, and dating another proxy card with new voting instructions and returning it by mail to Ring Energy, Inc., Attention: Travis T. Thomas, Chief Financial Officer, 1725 Hughes Landing Blvd, Suite 900, The Woodlands, TX 77380 in time to be received, in which case the later submitted proxy will be recorded and earlier proxy revoked; or ■ Attending the Annual Meeting, notifying the inspector of election that you wish to revoke your proxy, and voting your shares in person at the Annual Meeting. Attendance at the Annual Meeting without submitting a ballot to vote your shares will not revoke or change your vote. If you are a beneficial or street name stockholder, you should follow the directions provided by your broker, bank, or other nominee to revoke your voting instructions or otherwise change your vote before the applicable deadline. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank, or other nominee as described in “How do I vote my shares” above.

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12 RING ENERGY WHAT ARE ABSTENTIONS AND BROKER NON-VOTES? An abstention occurs when the beneficial owner of shares, or a broker, bank, or other nominee holding shares for a beneficial owner, is present, in person or by proxy, and entitled to vote at the meeting, but fails to vote or voluntarily withholds its vote for any of the matters upon which the stockholders are voting. If you are a beneficial owner and hold your shares in “street name,” you will receive instructions from your broker, bank, or other nominee describing how to vote your shares. If you do not instruct your broker or nominee how to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the NYSE American LLC (the “NYSE American”). There are non-discretionary matters for which brokers, banks, and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. If a broker, bank, or other nominee does not have discretion to vote on a particular matter and you have not given timely instructions on how the broker, banker, or other nominee should vote your shares, then the broker, bank, or other nominee indicates it does not have authority to vote such shares on its proxy and a “broker non-vote” results. Although any broker non-vote would be counted as present at the Annual Meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters. If your shares are held in street name and you do not give voting instructions, the record holder will not be permitted to vote your shares with respect to Proposal 1 (Election of Directors), or Proposal 2 (Executive Compensation), and your shares will be considered broker non-votes with respect to these proposals. If your shares are held in street name and you do not give voting instructions, the record holder will have discretionary authority to vote your shares with respect to Proposal 3 (Ratification of Grant Thornton). WHAT VOTE IS REQUIRED FOR THE PROPOSALS TO BE APPROVED? ■ Proposal 1 (Election of Directors): To be elected, each nominee for election as a director must receive the affirmative vote of a plurality of the votes cast by the holders of our Common Stock, present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. The director nominees who receive the most votes are elected. Votes may be cast in favor of or withheld from the election of each nominee. Abstentions and broker non-votes will have no effect on the outcome of this proposal. ■ Proposal

2 (Executive Compensation): To consider and vote upon, on a non-binding, advisory basis, a resolution to approve the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC. This advisory vote will be approved if it receives the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Broker non-votes and abstentions will not affect the outcome of this proposal. ■ Proposal 3 (Ratification of Grant Thornton): Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, requires the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Brokers will have discretionary authority to vote on Proposal 3 and, accordingly, there will be no broker non-votes for this proposal. Abstentions will not affect the outcome of this proposal.

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13 2022 PROXY

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THE ANNUAL MEETING? If you provide us your signed proxy but do not specify how to vote, we will vote your shares as follows: Proposal 1. FOR the election of each director nominee; Proposal 2. FOR the approval, on an advisory basis, of the compensation of our named executive officers; and Proposal 3. FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. As of the date of this proxy statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the proxy holder will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE ANNUAL MEETING? We will bear all expenses of soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. to aid in the distribution of proxy materials and to provide voting and tabulation services for the Annual Meeting. Directors, officers, and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with any solicitation. In addition, we may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of our Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. MAY I PROPOSE ACTIONS FOR CONSIDERATION AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS? You may submit proposals for consideration at future stockholder meetings, including director nominations. Please read “Stockholder Proposals and Director Nominations for the 2023 Annual Meeting” for information regarding the submission of stockholder proposals and director nominations for consideration at next year’s annual meeting.

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14 RING ENERGY OUR 2021 PERFORMANCE HIGHLIGHTS Our multi-faceted initiatives throughout 2021 significantly contributed to our financial performance for the year. Key highlights included: $3.3MM Net Income $83.3MM Adjusted EBITDA1 $20.5MM Free Cash Flow1 $72.7MM Net Cash Provided by Operating Activities 8,519BOE/D Net Sales per day $9.75 Lease Operating Expenses per BOE2 1 A non-GAAP financial measure; see the end of this document for reconciliations to the most comparable GAAP measures. 2 Lease operating expenses divided by total barrels of oil equivalent sold during the same period.

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15 2022 PROXY STATEMENT Through our strategic efforts designed to drive financial stability and improve the balance sheet, we: Increased revenues by 74% from 2020 levels. Grew adjusted net income to $30.6 million – an almost 48% increase year-over- year. Performed 25 CTRs, thereby reducing future workovers and long-term operating costs. Successfully drilled 11 wells and completed 13 wells. Generated free cash flow1 of $20.5 million (generated free cash flow every quarter during 2021). Paid down $23 million of borrowings on bank credit facility, with additional debt reduction targeted for 2022. We ended 2021 with an increase in proved reserves to 77.8 million barrels of oil equivalent (“MMBoe”) from 76.5 MMBoe at year-end 2020: ■ Additions, improved well performance and technical revisions led to net upward revisions of 7.2 MMBoe; ■ Reduced for property dispositions and revisions to previous quantity estimates of 2.8 MMBoe; and ■ Production of 3.1 MMBoe. 1 A non-GAAP measure; see the end of this report for a reconciliation to the most comparable GAAP measure.

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16 RING ENERGY OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) We are focused on creating long-term value for our stockholders and fostering a culture that is steadfast on environmental sustainability, operational safety, social responsibility and sound corporate governance. In 2021, we created an ESG Task Force that is comprised of management representatives from Health, Safety & Environmental (“HSE”), Operations, Legal, Human Resources, Investor Relations and Finance. The task force is charged with the responsibility to monitor the Company’s adherence to our ESG standards and formally communicate their findings on an ongoing basis to our CEO and the Board. Our detailed inaugural ESG report published in 2021 (click here) is the result of their steadfast efforts to disclose our ESG performance record, as applicable, and discuss our plans to drive further alignment in the future with the various reporting frameworks as we continue our ESG reporting journey. In the creation of our inaugural ESG report, we consulted the Sustainability Accounting Standards Board’s (“SASB”) Oil and Gas Exploration and Production Sustainability Accounting Standard, the recommendations of the Task Force on Climate- related Financial Disclosures (“TCFD”), the Sustainable Development Goals (“SDGs”) promulgated by the United Nations, and other reporting guidance from industry frameworks and standards. With its current scope of operations, Ring contributes to the realization of a number of the SDGs: gender equality; clean water and sanitation; decent work and economic growth; and responsible consumption and production. Our actions and initiatives implemented endeavor to help advance these SDGs. ENVIRONMENTAL We are committed to protecting and preserving the environment in all aspects of our business, including production operations, well work programs, and decommissioning activities. Our policies and procedures are designed to meet or exceed adherence with all federal, state and local regulations, and we expect our contractors to have similar programs in place. Our efforts to minimize our operational impact are multi-faceted, including reducing greenhouse gas (“GHG”) and air emissions, minimizing the use of freshwater, preventing spills, safeguarding local water supplies and minimizing waste. Our ongoing environmental programs are designed to not only reduce our operational impacts but also improve efficiency, lower costs and reduce risk, which promotes the long-term sustainability of our business, while enhancing our relationships with the communities in which we operate.

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17 2022 PROXY STATEMENT SOCIAL We strive to attract, develop and retain a highly qualified workforce in the industry as we recognize our future success is a direct result of their efforts. As such, we provide an attractive compensation and comprehensive benefits program, as well as a positive work environment designed to drive a culture of safety and innovation. We are also committed to continuously providing an inclusive, safe and secure work environment where all of our employees can be respected, valued, and successful in pursuing their goals, all while contributing to the Company’s success. We will continue to promote honesty and integrity in all interactions with our employees and actively support the communities in which we operate with both our time and resources. We recognize and appreciate the ongoing efforts of our employees in their personal commitments from both a time and financial perspective in enhancing the quality of life in our local communities. As of December 31, 2021, we had 52 full-time employees as well as a diverse group of independent contractors who assist our full-time staff in a range of areas including geology, engineering, land, accounting, and field operations, as needed. None are represented by labor unions or covered by any collective bargaining agreements. Diversity and Inclusion The unique backgrounds and experiences of our employees help to develop a wide range of perspectives that lead to better solutions. Our staff’s diversity is reflected in our full-time employees where 27% are women and approximately 40% represent minorities. The majority of our employees are citizens of the United States, with a few retaining dual citizenships in other countries. The employees who are not U.S. citizens are legally registered to live and work here and the Company is committed to helping those employees retain their ability to remain in the U.S. and continue their employment. GOVERNANCE We leverage sound corporate governance practices that promote accountability and good decision making, which is a key tenet to our long-term success and sustainability. Our Board and its committees are responsible for our strategy and governance and these practices depend on our guiding principle to conduct our business in accordance with appropriate legal and ethical standards, and with honesty and integrity. We expect all employees across the organization to exemplify these principles as they conduct their work activities and appreciate their collective efforts in this regard.

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18 RING ENERGY BOARD COMPOSITION AND EXPERIENCE 6 MEN 1 WOMAN DIVERSITY BY GENDER 6 INDEPENDENT 1 NOT INDEPENDENT DIVERSITY BY INDEPENDENCE DIVERSITY BY TENURE Years 1-5 >5 DIVERSITY BY AGE Average Age: 68 60-65 66-70 71+

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19 2022 PROXY STATEMENT PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect seven directors to serve on our Board until the 2023 annual meeting or until their successors are duly elected and qualified. Upon the recommendation of the Nominating, Environmental, Social, and Governance (“NESG”) Committee of the Board, our Board has nominated as directors the following seven individuals, each of whom is presently serving as a director. DIRECTORS The following table sets forth the names, ages, and titles, as of April 28, 2022, of each of our directors: NAME AGE POSITION Management Directors Paul D. McKinney 63 Chairman of the Board of Directors and Chief Executive Officer Independent Directors Anthony B. Petrelli 69 Lead Director John A. Crum 70 Director Richard E. Harris 69 Director Thomas L. Mitchell 62 Director Regina Roesener 62 Director Clayton E. Woodrum 82 Director We did not pay any third-party fees to assist in the process of identifying or evaluating candidates. Each nominee is currently a director on our Board and all directors were previously elected to our Board by our stockholders. Messrs. Woodrum and Petrelli joined the Board in January 2013. Ms. Roesener joined the Board in September 2019. Messrs. McKinney, Mitchell, Crum and Harris joined the Board in October 2020. Each nominee has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve on our Board if elected. Stockholders may not cumulate their votes in the election of our directors. We have no reason to believe that the nominees will be unable or unwilling to serve if elected; however, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board.

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20 RING ENERGY BOARD COMMITTEES Audit Committee Compensation Committee Nominating, Environmental, Social, and Governance Committee Committee Chairperson Lead Independent Director Paul D. McKinney Chairman of the Board of Directors and Chief Executive Officer Age: 63 Director Since: 2020 Paul D. McKinney joined Ring on October 1, 2020 and his most recent role prior to joining the Company was President, CEO & Director of SandRidge Energy (NYSE:SD) (“SandRidge”). He accepted the post in January 2019 and continued there eleven months before resigning in December 2019. Prior to SandRidge, Mr. McKinney was President & Chief Operating Officer for Yuma Energy, Inc. (NYSE:YUMA)(“Yuma”) since April 2017 after serving as Yuma’s Executive Vice President and Chief Operating Officer since October 2014. Mr. McKinney served as a petroleum engineering consultant for Yuma’s predecessor from June 2014 to September 2014 and for Yuma from September 2014 to October 2014. Yuma filed for protection under federal bankruptcy laws in April 2020. Mr. McKinney served as Region Vice President, Gulf Coast Onshore, for Apache Corporation (NYSE:APA)(“Apache”) from 2010 through 2013, where he was responsible for the development and all operational aspects of the Gulf Coast region for Apache. Prior to his role as Region Vice President, Mr. McKinney was Manager, Corporate Reservoir Engineering, for Apache from 2007 through 2010. From 2006 through 2007, Mr. McKinney was Vice President and Director, Acquisitions & Divestitures for Tristone Capital, Inc. Mr. McKinney commenced his career with Anadarko Petroleum Corporation (NYSE:APC)(“Anadarko”) and held various positions with Anadarko over a 23 year period from 1983 to 2006, including his last title as Vice President of Reservoir Engineering, Anadarko Canada Corporation. Mr. McKinney was a member of the board of directors for Pro-Ject Holdings, LLC a privately owned oil field chemical services company. He co-authored Advanced Reservoir Engineering, Gulf Professional Publishing, Elsevier, and SPE 75708, Applied Reservoir Characterization for Maximizing Reserves, Growth, and Profitability in Tight Gas Sands: A paradigm Shift in Development Strategies for Low-Permeability Reservoirs. Mr. McKinney entered the United States Air Force upon graduating from high school and continued in the United States Air Force Reserves while attending college. Mr. McKinney attended Louisiana Tech University and graduated with a Bachelor of Science degree in Petroleum Engineering in 1983. Effective October 1, 2020, Mr. McKinney was appointed to the Board to fill a vacancy created from the resignation of prior directors. At that time, Mr. McKinney was appointed as Chairman of the Board and as Chief Executive Officer. Mr. McKinney was elected to the Board by the stockholders at the 2020 annual stockholders’ meeting. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. McKinney should serve as director include his 38 years of experience in the oil and gas industry; his extensive experience in advanced reservoir engineering and economic evaluations, strategic planning, and pursuing strategic transactions; his corporate governance, compliance, and risk management experience; and his experience as a director of public and private companies.

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21 2022 PROXY STATEMENT Anthony B. Petrelli Lead Independent Director Age: 69 Director Since: 2013 Anthony B. Petrelli is the President, Chairman, and Director of Investment Banking Services of NTB Financial Corporation, a Denver, Colorado based financial services firm founded in 1977. Beginning his career in 1972 in the investment industry, Mr. Petrelli has extensive experience in the areas of corporate finance, underwriting, management, operations, sales, and trading. He has served on numerous regulatory and industry committees including service on the FINRA (previously “NASD”) Corporate Finance Committee, FINRA National Adjudicatory Council (Vice Chairman), FINRA Small Firm Advisory Board, and Chairman of the FINRA District Business Conduct Committee for District 3. Mr. Petrelli has also served as an Arbitrator for FINRA dispute resolution. Additionally, since 2016 Mr. Petrelli has served as a director and member of the audit committee for Sensus Healthcare, Inc. (NASDAQ: SRTS), a medical device company. He has also served on several other public company boards including director and member of the audit committee of Arena Resources Inc. (NYSE: ARD), an oil and gas exploration, development and production company, and director of Natural Gas Services Group (NYSE: NGS), a provider of natural gas compression equipment and services to the energy industry. Mr. Petrelli has also served as an advisory directory on several other public company boards. In addition to his career in the investment industry, Mr. Petrelli served on the board of directors of Southwest Counseling Associates, a Denver Colorado based professional counseling firm. Mr. Petrelli established Equinox Counseling LLC in 2012, and is a Licensed Professional Counselor (LPC), a National Certified Counselor (NCC) and an Approved Clinical Supervisor (ACS). Mr. Petrelli received his Bachelor of Science degree in Business (Finance) and his Master of Business Administration (MBA) degree from the University of Colorado. In addition, he received his Master of Arts degree in Counseling from Denver Seminary. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Petrelli should serve as director include his experience and expertise in financial and business matters with significant involvement in corporate governance and financial matters; his service on the FINRA Corporate Finance Committee, the NASD Small Firm Advisory Board and as Chairman of the FINRA District Business Conduct Committee; and his board experience. Board Committees:

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22 RING ENERGY John A. Crum Independent Director Age: 70 Director Since: 2020 John A. Crum is managing partner of JAC Energy Partners, LLC, formed to provide advice to companies and individual investors in oil and gas exploration and production. He has been involved with worldwide oil and gas development for more than 40 years. Mr. Crum currently serves as a director for: CHC Helicopters, a global supplier of rotorcraft services; and Forty Acres Energy, LLC, an oil company developing Permian basin waterflood assets. He served as chief executive officer and director of Midstates Petroleum Company Inc. (NYSE:MPO), from 2011 to 2014. Mr. Crum led the public offering completed in April 2012 and the subsequent expansion of the company with acquisitions totaling $1.3 billion. He directed a very active development program, increasing production to over 33,000 boepd in eighteen months. From 1995 to 2011, Mr. Crum served in a variety of executive roles for Apache Corporation (NYSE:APA), including co-chief operating officer and president, North America, president Apache Canada Ltd., managing director Apache North Sea (UK), managing Director Apache Energy Ltd. (Australia), and executive vice president for Eurasia and worldwide new ventures. Earlier in his career, Mr. Crum held positions of responsibility for several independent exploration and production companies including vice president of engineering and operations of Aquila Energy Corporation, district and regional manager for Pacific Enterprises Oil Company, and district engineer roles for Southland Royalty Company. He began his career with Conoco in 1975. He has previously served as a director of the holding company for the listed (NYSE:MEP) midstream MLP, Midcoast Energy Partners, LP, Crestone Peak Resources, a private exploration and production company focused on the DJ Basin, and for Coskata Inc., a private biofuel technology company. Mr. Crum has been active with industry groups serving on the boards of the Australian Petroleum Production and Exploration Association (APPEA), UK Offshore Operators Association (UKOOA), and Canadian Association of Petroleum Producers (CAPP) during assignments in those countries. He holds a Bachelor of Science degree in petroleum engineering from the New Mexico Institute of Mining and Technology. Effective October 29, 2020, Mr. Crum was appointed to the Board to fill a vacancy created from the resignation of a prior director. Mr. Crum was elected to the Board by the stockholders at the 2020 annual stockholders’ meeting. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Crum should serve as a director include his significant worldwide oil and gas experience; and his prior executive and Board experience. Board Committees:

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23 2022 PROXY STATEMENT Richard E. Harris Independent Director Age: 69 Director Since: 2020 Richard E. Harris began his corporate career in 1981, joining The Standard Oil Company of Ohio (“SOHIO”) in the Treasury Department. SOHIO was acquired by British Petroleum plc (“BP”) in 1987. Mr. Harris continued to be assigned challenging positions with increasing responsibility within BP Finance and BP America Finance. Mr. Harris’ achievements earned him a two year assignment in Belgium as a member of a team charged with integrating finance functions across Europe into BP Oil Europe in Brussels. In 1995, Mr. Harris left BP to join Compaq Computer Corporation in a newly created position where Mr. Harris developed and enhanced the company’s global capabilities in corporate finance, financial planning, M&A pre-close analysis and post close evaluation as well as global treasury management. Compaq promoted Mr. Harris to Assistant Treasurer, Global Treasury in 1999 for his accomplishments. In 2003, Mr. Harris joined Cummins Inc.’s executive team as Vice President, Treasurer and led initiatives to develop best in class global treasury processes and procedures. Mr. Harris was also secretary of the Finance Committee of the Cummins Board of Directors and collaborated with the Board members on a frequent basis. Mr. Harris established a world class global treasury organization which supported the Cummins’ businesses in 198 countries worldwide. Based on his performance as Treasurer, Mr. Harris was promoted to Vice President, Chief Investment Officer in 2008. Mr. Harris’ team successfully developed, implemented and provided oversight for processes to source, evaluate, and execute the company’s strategic acquisitions, investments, and joint ventures. In 2015, Mr. Harris retired to Austin, Texas. In February, 2022, Mr. Harris joined the Board of Directors of Longhorn Village, a private senior living facility in Austin, TX. Mr. Harris received a Bachelor of Science in Mathematics and Master of Business Administration from John Carroll University. Effective October 29, 2020, Mr. Harris was appointed to the Board to fill a vacancy created from the resignation of a prior director. Mr. Harris was elected to the Board by the stockholders at the 2020 annual stockholders’ meeting. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Harris should serve as a director include his significant worldwide oil and gas experience; and his prior executive and Board experience. Board Committees:

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24 RING ENERGY Thomas L. Mitchell Independent Director Age: 62 Director Since: 2020 Thomas L. Mitchell is a strategic finance leader with a record of driving growth in energy business models as the chief financial officer of both large and small companies in the oil and gas industry. He has had a career of strong Fortune 500 experience with exploration and production companies, and broad energy exposure with offshore drilling and midstream gathering and marketing companies. In his last position as EVP and Chief Financial Officer of Devon Energy Corporation (NYSE:DVN) from 2014 to 2017, Mr. Mitchell led the finance and business development organizations, and also helped the company successfully strengthen its asset quality through strategic acquisitions. Previously, Mr. Mitchell served as EVP and Chief Financial Officer and a member of the board of directors of Midstates Petroleum Company (now NYSE:AMPY), a private equity-funded exploration and production company. While there, Mr. Mitchell helped lead the initial public offering listing of the company on the New York Stock Exchange in 2012. From November 2006 to September 2011, Mr. Mitchell was the Senior Vice President, Chief Financial Officer of Noble Corporation (NASDAQ:NEBLQ), a publicly-held offshore drilling contractor for the oil and gas industry. Following his formal education, Mr. Mitchell began his career in public accounting with Arthur Andersen & Co. where he practiced as a CPA (currently inactive), then, in 1989 entered the oil and gas industry at Apache Corporation (NYSE:APA) where he spent eighteen years in various finance and commercial roles the last being Vice President and Controller. Mr. Mitchell currently serves on the boards of EPIC Midstream Holdings GP, LLC, a private midstream crude and NGL infrastructure company and Hines Global REIT, Inc., a public real estate investment trust which is in its final liquidation phase after a successful twelve-year investment life. He previously served on the board of directors of Sundance Energy, Inc. (OTC MKTS:SNDEQ), a public exploration and production company, and EnLink Midstream Partners, LP and EnLink Midstream, LLC (NYSE:ENLC). Mr. Mitchell graduated from Bob Jones University with a B.S. in Accounting. Effective October 23, 2020, Mr. Mitchell was appointed to the Board to fill a vacancy created from the resignation of a prior director. Mr. Mitchell was elected to the Board by the stockholders at the 2020 annual stockholders’ meeting. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Mitchell should serve as a director include his significant financial background; his public accounting experience; his prior performance of chief financial officer functions for both public and private companies; and his board experience. Board Committees:

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25 2022 PROXY STATEMENT Regina Roesener Independent Director Age: 62 Director Since: 2019 Regina Roesener currently serves as the Chief Operating Officer, Director of Corporate Finance and a member of the board of directors of NTB Financial Corporation (“NTB”), a member firm of FINRA and also a Registered Investment Advisor with the SEC. During her more than 30-year tenure at NTB, Ms. Roesener has been involved in the capital raising efforts for numerous public and private companies, many of which were in the energy sector, collectively raising more than $300 million. This involves working closely with executive management of the issuing company to develop and deliver their investor presentations and road shows, utilizing long-standing strategic relationships with participating FINRA member firms. In addition, in her position at NTB, Ms. Roesener was responsible for the management of an internal market broker for a large, SEC registered public company, where she facilitated more than $500 million in transactions over 15 years. She has served as a board member of the National Investment Bankers Association and as a member of Women in Syndicate Association and has served as a board member for the Denver chapter of the March of Dimes. She is a member of the National Association of Corporate Directors and the Institute for Excellence in Corporate Governance. Ms. Roesener received her Bachelor of Science degree in Education from the University of Colorado in 1982. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Roesener should serve as director include her experience and knowledge in the areas of corporate finance and capital markets, which the Board believes will provide valuable insight and assistance in the future growth of the Company. Board Committees: Clayton E. Woodrum Independent Director Age: 82 Director Since: 2013 Clayton E. Woodrum, CPA, ABV, CVA, is a founding partner of Woodrum, Tate & Associates, PLLC a Certified Public Accounting firm registered in the State of Oklahoma. Mr. Woodrum provides tax, accounting, and consulting to a wide range of privately held businesses. In addition to these services, Mr. Woodrum also provides chief financial officer services to a number of privately held businesses. Mr. Woodrum also provides business valuation services, litigation support (including, financial analysis, damage reports, depositions, and testimony), estate planning, financing techniques for businesses, asset protection vehicles, sales and liquidation of businesses, and debt restructuring. His current clients include several privately held oil and gas exploration and production companies to which he provides tax and accounting advice. In his 50 years of financial experience, Mr. Woodrum has served as the Partner in Charge of a Tax Department of Peat, Marwick, Mitchell and Co., (now KPMG). He also served as the Chief Financial Officer of Bank of Oklahoma Corp. (NASDAQ:BOKF) and Bank of Oklahoma, NA, a publicly held bank holding company and national bank. Prior to joining the board of Ring Energy, Inc. Mr. Woodrum served on the board of Arena Resources, Inc. and as Chairman of the audit committee of Arena. Mr. Woodrum received his Bachelor of Science in Business Administration and Accounting from Kansas State University. The particular experience, qualifications, attributes, and skills that lead our Board to conclude that Mr. Woodrum, should serve as a director include his significant financial background; his public accounting and tax experience; and his prior performance as a director and CFO functions for both public and private companies. Board Committees: BOARD RECOMMENDATION ON PROPOSAL The Board unanimously recommends a vote FOR the election of each of the director nominees named above. The management proxy holder will vote all properly submitted proxies FOR election of each director unless properly instructed otherwise.

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26 RING ENERGY CORPORATE GOVERNANCE AND OUR BOARD CORPORATE GOVERNANCE HIGHLIGHTS RELATINGAGREEMENTS RELATED TO THE BOARD  Annual elections of the entire Board  Dedication to continuing director education  Majority independent directors  Dedication to diversity on the Board   Annual evaluations of the Board, each committee, and each director   Designated Lead Independent Director   Insider trading policy that prohibits hedging, pledging, and margin transactions in Company securities   Board committees comprised entirely of independent directors  Maintains corporate governance guidelines   Board oversees environmental, social, and governance practices  Company adopted Annual Say-On-Pay voting   Board oversees succession planning for the CEO and executive officer positions  Adopted director overboarding policy   Adopted officer and director stock ownership guidelines RELATING TO STOCKHOLDER RIGHTS  Equal voting rights among all stockholders   All stockholders entitled to vote on all director nominees   Ability of stockholders to call a special meeting (at a 10% threshold)  No poison pill or similar plan   Ability of stockholders to act by written consent   No supermajority voting requirements We maintain a corporate governance section on our website that contains copies of the charters for the committees of our Board. The corporate governance section may be found at https://ringenergy.com/investors/governance. The charters for each of the Board’s committees shall be provided to any person without charge, upon request. Requests may be directed to Ring Energy, Inc., Attention: Travis T. Thomas, Chief Financial Officer, 1725 Hughes Landing Blvd, Suite 900, The Woodlands, TX 77380, or by calling (281) 397-3699. Also available on our website under the corporate governance section are copies of our Corporate Governance Guidelines, Code of Ethics and Environmental and Social Governance Program, which includes our Code of Business Conduct. We have adopted a Code of Ethics that applies to our Chief Executive Officer, Executive Vice Presidents, and Chief Financial Officer, as well as the principal accounting officer or controller, or persons performing similar functions to ensure the highest standard of ethical conduct and fair dealing. We have also adopted an Environmental and Social Governance Program covering a wide range of business practices and procedures that applies to all of our officers, directors, and employees to help promote workplace safety, health of our stakeholders, sound environmental practices, protection of human rights and honest and ethical conduct. The Code of Business Conduct covers standards for professional conduct, including, among others, conflicts of interest, insider trading, protection, proper use of confidential information and Company assets, and compliance with the laws and regulations applicable to the Company’s business. Finally, we have adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities.

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27 2022 PROXY STATEMENT The information on, or that can be accessed through our website, is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement. OUR BOARD Our Board currently consists of seven members. Our Charter and Bylaws provide for the annual election of directors. At each annual meeting of stockholders, our directors will be elected for a one-year term and serve until their respective successors have been elected and qualified. Our Board held seven meetings during the fiscal year ended on December 31, 2021. During the fiscal year ended on December 31, 2021, no directors attended fewer than 75% of the total number of meetings of our Board and committees on which that director served. We encourage, but do not require, our directors to attend our annual meetings of stockholders. At our last annual meeting of stockholders, all then serving members of our Board attended either in person or by video conference participation. BOARD LEADERSHIP STRUCTURE The Chairman of the Board is selected by the members of the Board. Our Board of Directors does not have a policy as to whether the roles of Chairman of the Board of Directors and Chief Executive Officer should be separate or combined. Currently, the positions of Chairman of the Board and Chief Executive Officer are currently held by Paul D. McKinney. The Board has determined that the current structure is effective in allowing Mr. McKinney to draw on his knowledge of the operations of the business and industry developments to provide leadership on the broad strategic issues considered by the Board. At the same time, the appointment of a Lead Independent Director with clearly defined responsibilities and authority, along with the Board’s fully independent committees and substantial majority of independent directors, establishes an effective balance between management leadership and appropriate oversight by independent directors. Anthony B. Petrelli currently serves as the Lead Independent Director. Periodically, our NESG Committee assesses these roles and the board leadership structure to ensure the interests of Ring and its stockholders are best served. LEAD INDEPENDENT DIRECTOR In 2021 we amended our bylaws to provide for the election of a Lead Independent Director. Duties of the Lead Independent Director ■ Presides at all meetings of the Board at which the Chairman is not present and all executive sessions of the independent directors; ■ Acts as advisor to CEO and direct liaison between CEO and independent directors; ■ Plans, reviews, and approves Board meeting agendas and information presented to the Board; ■ Calls meetings of the independent directors as appropriate; ■ Contributes to annual CEO performance review and assists with succession planning; ■ Consults the NESG Committee on the Board’s evaluation process; ■ Consults with the Audit Committee regarding internal controls and audit matters; ■ Consults with the Compensation Committee regarding CEO, executive and employee compensation; ■ Participates in consultations and direct communication with major shareholders and their representatives when appropriate; and ■ Performs such other duties as the Board may determine from time to time.

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28 RING ENERGY Key Attributes of the Lead Independent Director The Lead Independent Director is selected from among the non-employee directors. The NESG Committee and management discuss candidates for the Lead Independent Director position, and consider many of the same types of criteria as candidates for the chair of other Board committees including: ■ Tenure; ■ Previous service as a Board committee chair; ■ Diverse experience; ■ Participation in and contributions to activities of the Board; and ■ Ability and willingness to commit adequate time to the role. ANNUAL BOARD EVALUATION The NESG Committee is responsible for the Board evaluation process. In each fiscal year, the NESG Committee requests that the chairman of each committee report to the full Board about such committee’s annual evaluation of its performance and evaluation of its charter. In addition, the NESG Committee receives comments from all directors and reports to the full Board with an assessment of the Board’s and management’s performance each fiscal year. In conducting its annual evaluation, our Board utilizes anonymous written questionnaires to solicit feedback on committee and board effectiveness, agenda topics and materials, appropriate delegation of issues to committees, and the appropriateness of board and committee materials. The NESG Committee’s review process also includes an annual director self-evaluation that prompts each director to reflect and comment on his or her own individual performance and contributions to the Board and the Company. DIRECTOR ORIENTATION AND CONTINUING EDUCATION Our Board takes measures as it deems appropriate to ensure that its members may act on a fully informed basis. The NESG Committee evaluates general education and orientation programs for our directors. Newly appointed directors are required to become knowledgeable about the responsibilities of directors for publicly traded companies. In addition, we provide our directors with information regarding changes in our business and industry as well as the responsibilities of the directors in fulfilling their duties. BOARD INDEPENDENCE As required under the listing standards of the NYSE American, a majority of the members of our Board must qualify as independent, as affirmatively determined by our Board. The standards relied upon by the Board in determining whether a director is “independent” are those set forth in the rules of the NYSE American. The NYSE American generally defines the term “independent director” as a person other than an executive officer or employee of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Because the Board believes it is not possible to anticipate or provide for all circumstances that might give rise to conflicts of interest or that might bear on the materiality of a relationship between a director and the Company, the Board has not established specific objective criteria, apart from the criteria set forth in the NYSE American rules, to determine “independence.” In addition to the NYSE American criteria, in making the determination of “independence”, the Board considers such other matters including, without limitation, (i) the business and non- business relationships that each independent director has or may have had with the Company and its other directors

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29 2022 PROXY STATEMENT and executive officers, (ii) the stock ownership in the Company held by each such director, (iii) the existence of any familial relationships with any executive officer or director of the Company, and (iv) any other relevant factors which could cause any such Director to not exercise his independent judgment. Our NESG Committee evaluated all relevant transactions and relationships between each director then on the Board, and any of his or her family members, and the Company, senior management, and independent registered accounting firm. Based on this evaluation and the recommendation of our NESG Committee, our Board determined that Clayton E. Woodrum, Anthony B. Petrelli, Regina Roesener, Richard A. Harris, John A. Crum and Thomas L. Mitchell were independent directors, as that term is defined in the listing standards of the NYSE American and that Paul D. McKinney is not independent. Family Relationships and Involvement in Legal Proceedings All directors and nominees for director of the Company are United States citizens. There are no family relationships between any of our directors or nominees for director and executive officers. In addition, there are no other arrangements or understandings between any of our directors or nominees for director and any other person pursuant to which any person was selected as a director or nominee for director. BOARD RISK ASSESSMENT AND CONTROL The Board considers risk oversight and management to be an integral part of its role. Our risk management program is overseen by our Board and its committees, with support from our management. Our Board utilizes an enterprise-wide approach to oil and gas industry risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is a thorough understanding of the risks the Company faces, understanding of the level of risk appropriate for our Company, and the steps needed to manage those risks effectively. The involvement of all members of the Board in setting our business strategy is a key part of their overall responsibilities and, together with management, determines what constitutes an appropriate level of risk for our Company. Our Board believes that its practice of including all members of our management team in our risk assessments allows the Board to more directly and effectively evaluate management capabilities and performance, more effectively and efficiently communicate its concerns and wishes to the entire management team and provides all members of management with a direct communication avenue to the Board. While our Board has the ultimate oversight responsibility for the risk management process, the committees of our Board also have responsibility for specific risk management activities. In particular, the Audit Committee focuses on financial risk management, including internal controls, and oversees compliance with regulatory requirements. In setting compensation, the Compensation Committee approves compensation programs for the officers and other key employees to encourage an appropriate level of risk-taking behavior consistent with our business strategy and performance.

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30 RING ENERGY INSIDER TRADING POLICY Our Board has adopted an Insider Trading Policy for employees and directors to promote compliance with federal and state securities laws. The policy prohibits certain persons who are aware of material non-public information about the Company from: (i) trading in securities of the Company; or (ii) providing material non-public information to other persons who may trade on the basis of that information. When material non-public information about us may exist and may have an influence on the marketplace, a trading blackout period is placed in effect by management. In addition, our Insider Trading Policy also applies to family members, other members of a person’s household, and entities controlled by a person covered by this Insider Trading Policy. Officers, directors, and designated employees, as well as the family members and controlled entities of such persons, may not engage in any transaction in Company securities without first obtaining pre-clearance of the transaction. Under the Insider Trading Policy, directors, executive officers and other employees are prohibited from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future securities’ price. Our Insider Trading Policy also prevents directors and executive officers from pledging our securities as collateral for loans or holding our securities in a margin account. BOARD COMMITTEES Our Board has established three standing committees, the composition and responsibilities of which are briefly described below. Our Board may establish other committees from time to time to facilitate our management. Audit Committee Compensation Committee Nominating, Environmental, Social, and Governance Committee Our Board has determined that the Compensation Committee, Audit Committee, and Nominating, Environmental, Social, and Governance Committee are comprised entirely of independent directors as required under the listing standards of the NYSE American and applicable rules and requirements of the SEC. The Board may delegate certain duties and responsibilities to the committees it establishes.

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31 2022 PROXY STATEMENT NAME AUDIT COMMITTEE COMPENSATION COMMITTEE NOMINATING, ENVIRONMENTAL, SOCIAL, AND GOVERNANCE COMMITTEE Paul D. McKinney Anthony B. Petrelli John A. Crum Richard E. Harris Thomas L. Mitchell Regina Roesener Clayton E. Woodrum  Chair   Member AUDIT COMMITTEE Pursuant to its charter, the Audit Committee’s principal functions are as follows: ■ Oversee the quality, integrity and reliability of our financial statements and other financial information we provide to any governmental body or the public; ■ Select, hiring, and overseeing our independent registered public accounting firm and to approve the compensation paid to our independent registered public accounting firm; ■ Oversee our independent auditor’s qualifications and independence, and the performance; ■ Oversee and our compliance with legal and regulatory requirements; ■ Oversee our internal audit function, including oversight of our internal controls regarding finance, accounting, legal compliance and ethics; ■ Establish procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters; ■ Assess matters related to risk, risk controls and compliance; ■ Produce the Audit Committee Report for inclusion in our annual proxy statement; and ■ Perform such other functions our Board may assign to the Audit Committee from time to time.

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32 RING ENERGY During the 2021 fiscal year, from January through May, the Audit Committee was comprised of Mr. Woodrum, Mr. Mitchell, Mr. Petrelli and Ms. Roesener, with Mr. Woodrum acting as the chairman. In May 2021, the Board appointed Mr. Crum and Mr. Harris to the Audit Committee. Each of Messrs. Woodrum, Crum, Harris, Petrelli and Mitchell, and Ms. Roesener qualify as “independent directors” in accordance with the applicable regulations of the NYSE American definition of independent director set forth in the Company Guide, Part 8, Sections 803(A) and meet the more stringent requirements for members of a listed company’s audit committee set forth in Section 803(B)(2) to the Company Guide. Our Board has further determined that Mr. Woodrum continues to be qualified as an “audit committee financial expert” as defined in Item 407 of Regulation S-K promulgated by the SEC. The Audit Committee met six times during the fiscal year ended December 31, 2021. At each meeting, the Audit Committee was given the opportunity to meet in executive session separately with Mr. Thomas, our Chief Financial Officer, and our independent registered public accounting firm. COMPENSATION COMMITTEE Pursuant to its charter, the Compensation Committee’s principal functions are as follows: ■ Make recommendations regarding the compensation of the Chief Executive Officer; ■ Approve, after considering the recommendation of the CEO, the compensation of the named executive officers; ■ Review our compensation practices and policies to ensure that they provide appropriate motivation for corporate performance and increased stockholder value; ■ Oversee the administration of the Company’s stock and incentive compensation programs; ■ Make recommendations to the Board regarding the adoption, amendment, or termination of equity compensation programs; ■ Approve the adoption, amendment, and termination of incentive compensation and deferred compensation programs for our employees; ■ Oversee the administration of our compensation plans and programs for employees and non-employees and directors; ■ Periodically review human resource issues relating to the Company’s policies and practices with respect to workforce diversity and equal employment opportunities; ■ Annually review a risk assessment of the Company’s compensation policies and practices; and ■ Perform such other functions as the Board may assign to the Compensation Committee from time to time. In accordance with the rules of the NYSE American, the compensation of our Chief Executive Officer is recommended by the Compensation Committee to the Board (in a proceeding in which the Chief Executive Officer does not participate). Compensation for all other officers is recommended by the Chief Executive Officer for determination by the Compensation Committee. The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. The Compensation Committee may form and delegate some or all of its authority to subcommittees when it deems appropriate. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine. The Compensation Committee has the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer, or executive officer compensation, including employment contracts and change in control provisions. The Compensation Committee has the sole authority to approve any consultant’s fees and other retention terms and has authority to cause the Company to pay the

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33 2022 PROXY STATEMENT fees and expenses of such consultants. The Compensation Committee retained a compensation consultant for the fiscal year ended December 31, 2021. During the 2021 fiscal year, from January through May, the Compensation Committee was comprised of Messrs. Crum, Woodrum, and Mitchell, with Mr. Crum acting as the chairman. In May 2021, the Board appointed Messrs. Harris and Petrelli and Ms. Roesener to the Compensation Committee with Mr. Crum continuing as the chairman. Each member of the Compensation Committee during the fiscal year ended December 31, 2021 was an “independent director” as defined in the applicable rules of the NYSE American and the SEC. The Compensation Committee held four meetings during the fiscal year ended December 31, 2021. NOMINATING, ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE The Nominating, Environmental, Social, and Governance Committee’s principal functions are as follows: ■ Identify and recommend qualified candidates to the Board for nomination as members of the Board and its committees; ■ In the event there is a vacancy on the Board, identify individuals that the committee believes are qualified to become directors in accordance with the Board membership criteria set forth in the committee’s charter; ■ Evaluate stockholder nominees for director submitted in accordance with the Company’s bylaws; ■ Periodically review with the Board the appropriate size of the Board and the requisite skills and characteristics of its members; ■ Review the Board’s committee structure and recommend to the Board the appointment of committee members and chairs; ■ Develop and recommend to the Board corporate governance principles and policies applicable to the Company; ■ Develop and recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence; ■ Review and recommend to the Board proposed changes to the Company’s charter and bylaws; ■ Overseeing ESG policies, performance and disclosure, as well as developing recommendations for the Board on emerging issues related to our industry; and ■ Perform such other functions as the Board may assign to the NESG Committee from time to time. During the 2021 fiscal year, from January through April, the NESG Committee was comprised of Messrs. Petrelli, Crum and Harris, with Mr. Petrelli acting as the chairman. In April 2021, the Board appointed Mrs. Roesener to the NESG Committee, replacing Mr. Petrelli as acting chairman. In May 2021, the Board appointed Messrs. Mitchell, Petrelli, and Woodrum to the NESG Committee. Each member of the NESG Committee during the fiscal year ended December 31, 2021, was an “independent director” as defined in the applicable rules of the NYSE American and the SEC. The NESG Committee met one time during the fiscal year ended December 31, 2021. DIRECTOR NOMINATIONS AND QUALIFICATIONS Under its charter, the NESG Committee identifies qualified candidates to serve as Board members as necessary to fill vacancies or the additional needs of the Board, and reviews and evaluates candidates recommended by our stockholders. The NESG Committee considers qualified candidates from several sources, including stockholder nominations. The NESG Committee may, but has not, retained an outside consultant to evaluate or assist in identifying or evaluating potential director candidates.

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34 RING ENERGY Any stockholders who would like to propose a nominee to the Board should submit such proposed nominee for consideration by the NESG Committee, including the proposed nominee’s qualifications, to Ring Energy, Inc., Attention: Mr. Travis T. Thomas, Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380. Stockholders who meet certain requirements specified in our bylaws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “Stockholder Proposals and Director Nominations for the 2023 Annual Meeting.” There are no differences in the manner in which the NESG Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or the incumbent directors. Whether nominated by a stockholder or through the activities of the NESG Committee, the NESG Committee seeks to select candidates who have distinguished records of leadership and success in their area of activity and who will make substantial contributions to our Board operations and effectively represent the interests of our stockholders. The NESG Committee’s assessment of candidates includes, but is not limited to, consideration of: (i) roles and contributions valuable to the business community; (ii) personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains a reputation in the community at large of integrity, trust, respect, competence, and adherence to high ethical standards; (iii) relevant knowledge and diversity of background and experience in such things as the Company’s industry, and in general, business, technology, finance and accounting, marketing, international business, government, and the like; or (iv) whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings. A director’s qualifications in light of these criteria are considered at least each time the director is re-nominated for Board membership. The Committee also evaluates whether the candidate’s skills are complementary to the existing Board members’ skills, the Board’s needs for particular expertise in fields such as business, technology, financial, marketing, governmental, or other areas of expertise, and assess the candidate’s impact on Board dynamics and effectiveness. The Committee selects candidates that best suit the Board’s current needs and recommends one or more of such individuals to the Board. Our membership criteria and a rigorous selection process help ensure that candidates recommended to the Board will effectively represent the best interests of our stockholders. BOARD OF DIRECTORS DIVERSITY The Board encourages a diversity of backgrounds among its members; however, it does not have a formal diversity policy with regard to the consideration of diversity in identifying director nominees. The Board considers candidates with significant direct or indirect energy industry experience that will provide the Board as a whole with the talents, skills, diversity, and expertise to serve the long-term interests of the Company and our stockholders. COMMUNICATIONS WITH OUR BOARD Stockholders desiring to communicate with our Board, the independent directors, or any director in particular, may do so by mail addressed as follows: Attn: Board of Directors, Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380. Our Chief Executive Officer, Chief Financial Officer, or Corporate Secretary review each communication received from our stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the Board (or individual director) if the communication complies with the requirements of any applicable policy adopted by us relating to the subject matter or the communication falls within the scope of matters generally considered by our Board.

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35 2022 PROXY STATEMENT EXECUTIVE OFFICERS The following table sets forth the names, ages, and positions of our current executive officers as of April 28, 2022: Paul D. McKinney Please see “Proposal 1 - Election of Directors” above for the biography of Mr. McKinney. Marinos C. Baghdati Executive Vice President of Operations Age: 45 Marinos C. Baghdati joined Ring on October 1, 2020 and has spent his career focused on all aspects of Oil & Gas Operations, from starting with a proposed location to drill and following through to product being sold. Most recently Mr. Baghdati served as Vice President – Operations at Sandridge Energy. Prior to Sandridge Energy, he served in various roles as a drilling, completions, production and facility engineer for both private equity firms and publicly traded companies. Mr. Baghdati has extensive experience primarily in the Permian Basin of West Texas, but it extends to South Texas, Louisiana, Mississippi, Colorado and Oklahoma. His experience also includes deep-water, international drilling and completions off the coasts of Israel and Cyprus in the Mediterranean Sea for Noble Energy. Mr. Baghdati received a Bachelor of Science degree in Petroleum Engineering and a Master of Science degree in Mathematics & Statistics from Texas Tech University. Stephen D. Brooks Executive Vice President of Land, Legal, Human Resources and Marketing Age: 66 Stephen D. Brooks joined Ring on October 1, 2020 and most recently held the position of Vice President of Land, Legal, People & Culture and Corporate Services with SandRidge Energy, Inc. Mr. Brooks served in these various capacities from May 2019 to April 2020. Prior to employment at SandRidge, Mr. Brooks served as Vice President of Land for both Yuma Energy, Inc. from February 2016 to May 2019, and for the Gulf Coast Region of Duncan Energy Company from 2000 to 2015, where at both of these companies he was responsible for all land department functions. Prior to becoming the Vice President, Mr. Brooks was the Land Manager for the Gulf Coast Region of Duncan from 1991 to 2000. Before spending 24 years with Duncan, Mr. Brooks was the Land Manager Gulf Coast Region for Ladd Petroleum Corporation from 1984 to 1990, when he became Ladd’s Exploration Manager until 1991. Mr. Brooks also held landman positions at Patrick Petroleum Corporation, Santa Fe Energy Company and started his career in 1977 with Shell Oil Company. Mr. Brooks is a Certified Professional Landman and a member of the American Association of Professional Landmen. Mr. Brooks holds a BBA in Petroleum Land Management from The University of Texas at Austin.

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36 RING ENERGY Alexander Dyes Executive Vice President of Engineering and Corporate Strategy Age: 37 Alexander Dyes joined Ring on October 1, 2020 and has a well-rounded background in both conventional and unconventional plays with over 14 years of multi-disciplined experience in oilfield operations, reservoir engineering, economic evaluation, capital allocation, risk assessment, strategic planning, and business development. Most recently Mr. Dyes served as Vice President – A&D at Sandridge Energy. Prior to Sandridge, he worked at Yuma Energy from late 2014 to early 2019 where he served as Vice President of A&D/Engineering from 2016- 2019. He began his career at Apache Corporation and worked in various roles of increasing responsibility from 2007 to 2014 including his last role as a lead asset Senior Reservoir Engineer in Apache’s Permian Region. During his career he has led multi-discipline teams charged with identifying upside, optimizing vertical and horizontal development programs, reducing costs, and improving returns. He has direct experience in drilling, completions, production operations and reservoir engineering in most of the U.S. major active basins and horizontal plays. Mr. Dyes is bilingual in Spanish and brings a multicultural background as he was born and raised in Bogota, Colombia. Mr. Dyes received a Bachelor of Science degree in Petroleum Engineering from the University of Texas at Austin with a minor in Business Foundations from McCombs School of Business. Travis T. Thomas Executive Vice President, Chief Financial Officer, Corporate Secretary & Treasurer Age: 44 Travis T. Thomas joined Ring on October 26, 2020 and most recently held the position of Executive Vice President, Treasurer and Chief Accounting Officer of Paradox Resources, LLC, a private exploration, development and production company focused on the Paradox Basin of Utah and Colorado with complementary midstream assets. Prior to Paradox, Mr. Thomas served as Vice President of Finance/Controller with Yuma Energy, Inc. from February 2016 through February 2019. From March 2012 through January 2016, he held a variety of financial management roles at New Prospect Company, an oil and gas consulting firm specializing in wellsite supervision, engineering, energy services and construction, and was named Vice President of Finance in June 2015. Prior to New Prospect, Mr. Thomas held similar financial roles at Highland Oil and Gas and Equity Associates, Inc. Mr. Thomas currently sits on the Board of Trustees for the Houston Yacht Club and volunteers as Treasurer for Ragnot Amateur Sailing Association of Texas, a 501(c)(3) non-profit organization. Mr. Thomas holds a Bachelor of Business Administration degree with a major in finance from the Red McCombs School of Business at the University of Texas in Austin.

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37 2022 PROXY STATEMENT COMPENSATION DISCUSSION & ANALYSIS This Compensation Discussion and Analysis (CD&A) section describes the compensation program for our Chief Executive Officer (CEO), Chief Financial Officer (CFO), and the three other most highly compensated executive officers serving at the end of 2021. Collectively, these executive officers are referred to as the Named Executive Officers (NEOs). NAME PRINCIPAL POSITION Paul D. McKinney Chief Executive Officer and Chairman of the Board Travis T. Thomas Executive Vice President, Chief Financial Officer, Treasurer & Secretary, effective March 24, 2021 Stephen D. Brooks Executive Vice President of Land, Legal, Human Resources and Marketing Marinos C. Baghdati Executive Vice President of Operations Alexander Dyes Executive Vice President of Engineering and Corporate Strategy William R. Broaddrick Former Chief Financial Officer, effective July 1, 2012 through March 24, 2021 CD&A SUMMARY Our executive compensation programs are designed to meet the dynamic needs of our business, and align our executives with shareholders and best market practices. Decisions made with respect to the 2021 and 2022 compensation programs are in accordance with these considerations. Since the pandemic began, our COVID-19 management plan was specifically designed to support all employees regarding their personal and professional needs. In addition to implementing all relevant government guidelines, directives and regulations, our focus was to ensure effective communications with our employees and to develop safe working protocols, appropriate return-to-office protocols, and work-from-home provisions for all office-based and field-level personnel. These new developments led to improved internal procedures and communication processes that proved to be effective by maintaining business continuity and leading to superior overall organizational performance in 2021. EXECUTIVE TEAM TRANSITIONS As previously disclosed, effective March 24, 2021, Mr. Broaddrick resigned as Chief Financial Officer and Travis Thomas, who previously served as the Company’s Vice President of Finance, was promoted to Chief Financial Officer, effective March 24, 2021. Mr. Broaddrick continues to serve in a transition support role on an as-needed basis. In connection with Mr. Broaddrick’s resignation, he received a lump sum payment equal to four months’ severance (or $65,000) and accelerated vesting on 89,840 shares of Company restricted stock.

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38 RING ENERGY 2021 CHANGES TO EXECUTIVE COMPENSATION Early in 2021, the Board and management team took action to strategically position the Company to succeed in response to severe industry conditions and the continuing COVID-19 pandemic. These actions generated outstanding overall performance in 2021 and were achieved by developing and properly aligning Ring’s management team and employees with our new strategic focus on generating free cash flow, maintaining production levels and reserves, and strengthening the balance sheet by paying down debt. During 2021, the Compensation Committee (the “Committee”) redesigned the Company’s compensation programs to strengthen this alignment by making the changes described below: ■ New Annual Non-Equity Incentive Plan – A new Annual Incentive Plan (“AIP”) was developed to focus on achieving strategic and measurable financial and operational performance with award levels subject to progress toward achieving certain Health, Safety and Environmental (“HSE”) objectives established by the Board thereby incentivizing the achievement of the Company’s important priorities. ■ New Long-term Equity Incentive Plan – A new Long-term Incentive Plan (“LTIP”) was designed to directly align executive management and senior level employees with stockholder outcomes and the long-term financial success of the Company. ■ Benchmarked Total Compensation – Total executive compensation was benchmarked to a peer group of energy companies with the assistance of an independent compensation consultant. ■ 84% of CEO Target Compensation is incentive-based – 57% of CEO target compensation is performance-based and 68% is equity-based. 84% OF TARGET CEO COMPENSATION IS INCENTIVE BASED 41% PSUs with 3-year Performance Period (2021-2023) 27% RSUs with 3-year vesting 16% Target Annual Cash Bonus 16% Base Salary

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39 2022 PROXY STATEMENT ADDITIONAL COMPENSATION POLICY HIGHLIGHTS   Substantial focus on performance-based pay   No “single trigger” change in control   Strong alignment with stockholder priorities through significant weighting on long-term incentives  No excessive benefits or perquisites   Review of peer group market data when establishing compensation   No cash buyouts of underwater options   Clawback policy applies in the event of error, fraud or misconduct   No hedging or pledging of Company stock   Double-trigger change in control required for both cash severance and equity severance vesting   No evergreen provision in equity compensation plan EXECUTIVE COMPENSATION PHILOSOPHY Our executive compensation program is designed to achieve the following objectives: ■ Emphasize pay for performance, in which Company and individual performance against preset goals are inherently linked to the amount realized by an NEO; ■ Attract and retain a qualified and motivated management team by offering industry competitive opportunities and providing the majority of NEO compensation in the form of long-term incentives that vest over a three-year period; ■ Incentivize NEOs and appropriately reward them for their contributions to the achievement of our key short-term and long-term strategic objectives with variable compensation; and ■ Align the compensation of our NEOs with the interests of our long-term shareholders by providing 60% of the LTI mix in the form of performance-based incentives and 40% in the form of RSUs. The Compensation Committee believes that non-equity incentive compensation and equity incentive compensation should reflect the Company’s success in achieving financial, operating, and strategic goals. The Committee’s philosophy is that the Company should continue to use long-term incentive compensation such as Performance Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”) to align executives’ interests with those of stockholders and should allocate a much greater portion of an executive’s compensation to long-term compensation and incentive-based compensation. The Compensation Committee reviews the performance of the Company’s executive officers throughout the year to evaluate the performance of each executive officer relative to the performance of the Company and the progress in meeting the Company’s goals and objectives.

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40 RING ENERGY Peer Review, Benchmarking and Compensation Consultant The Compensation Committee retained compensation advisory services during 2021 from an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to help design and implement the compensation practices of the Company. The Compensation Committee reviewed, evaluated, and benchmarked the compensation practices of the Company versus a “compensation peer group” of companies, which include Abraxas Petroleum Corporation, Amplify Energy Corp., Battalion Oil Corporation, Berry Corporation, Bonanza Creek Energy, Inc. (now Civitas Resources, Inc.), Contango Oil & Gas Company (now Crescent Energy Company), Earthstone Energy, Inc., Goodrich Petroleum Corporation (replaced with Riley Permian Exploration, Inc.), Laredo Petroleum, Inc., Penn Virginia Corporation (now Ranger Oil Corporation), Ring Energy, Inc., SilverBow Resources, Inc. and W&T Offshore, Inc., all of which are in the oil and natural gas exploration and production industry. The Compensation Committee also reviewed and considered oil and gas industry compensation surveys and related materials. ROLE OF STOCKHOLDER SAY-ON-PAY ADVISORY VOTE In determining 2021 executive compensation, the Compensation Committee considered the approval received from the stockholders on the say-on-pay vote at the last annual meeting and will continue to take into action the results of the say-on- pay vote in the future, to ensure our executive compensation programs are aligned with the interests of our stockholders. EXECUTIVE COMPENSATION PROGRAM ELEMENTS FOR 2021 Performance Objectives and Goals As described in more detail below, our current executive compensation program for NEOs includes three major elements: (1) a base salary, (2) non-equity incentive compensation cash awards, and (3) equity-based incentive compensation. Base Salaries The Compensation Committee believes base salary is an integral element of executive compensation to provide executive officers with a base level of monthly income. We provide all of our employees, including our NEOs, with an annual base salary to compensate them for their services to the Company. Similar to most companies within the industry, our policy is to pay NEOs’ base salaries in cash. The base salary of each NEO is reviewed annually, with the salary of the Chief Executive Officer being recommended by the Compensation Committee and approved by the Board and the salaries of the other executive officers being determined and approved by the Compensation Committee after consideration of recommendations by the Chairman of the Board and Chief Executive Officer. The Compensation Committee analyzes many factors in its evaluation of our NEOs’ base salary, including the experience, skills, contributions, and tenure of such officer with the Company and such executive officers’ current and future roles, responsibilities, and contributions to the Company. Our NEOs received the following annual base salaries in 2021. Mr. Thomas received a base salary raise as of March 24, 2021 in conjunction with his promotion to Chief Financial Officer. The other NEOs did not receive pay increases in 2021 as their salaries were held at the same pay-rates as the previous year.

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41 2022 PROXY STATEMENT NAME 2021 BASE SALARY RATE ($) (EFFECTIVE JANUARY 1, 2021) Paul D. McKinney(1) 480,000 Travis T. Thomas 250,000 Stephen D. Brooks 290,000 Marinos C. Baghdati 290,000 Alexander Dyes 290,000 William R. Broaddrick(2) 195,000 (1) As described above in more detail under “Chief Financial Officer Transition” Mr. Thomas was promoted by the Company on March 24, 2021 and subsequently appointed the Company’s Chief Financial Officer and his base salary increased to $290,000. (2) Mr. Broaddrick resigned effective March 24, 2021 and only received a prorated amount of his annual base salary through such date. Non-Equity Incentive Compensation Cash Awards Ring Energy’s 2021 Annual Incentive Plan (“AIP”) is intended to encourage work-place behavior and employee performance at all levels to support the 2021 goals and objectives established by the Board of Directors (“Board”). For 2021, the AIP was comprised of four performance goals – a Leverage Ratio Goal, an Internal Rate-of-Return (“IRR”) Goal, a Net Oil Production (Sales) Goal, and a Net Operating Cost Goal – where the ultimate payouts of these goals may be “limited” based on Management’s progress toward achieving certain Health, Safety and Environmental (“HSE”) objectives established by the Board. These HSE objectives were intended to be an overriding aspect of the entire 2021 AIP, led to the development of future HSE goals for the Company, and established verifiable and auditable internal processes consistent with the Sustainability Accounting Standards Board (“SASB”). Although outstanding progress regarding these HSE objectives would not improve the payouts of the four 2021 AIP performance goals, a lack of progress regarding HSE, in the sole discretion of the Board, could have reduced the payouts. The emphasis in 2021 on promoting environmental stewardship and the health and well-being of all employees is and will continue to be an important component of our corporate culture. AIP awards can vary from 0% to 200% of target and are subject to Company clawback provisions. More information regarding the performance goals, their weightings, and actual results is provided below.

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42 RING ENERGY HSE OBJECTIVES Achievement Levels Based on the Discretion of the Board Leverage Ratio Goal 35% Weight Factor Net Oil Production (Sales) Goal 25% Weight Factor Internal Rate of Return Goal 25% Weight Factor Net Operating Expense Goal 15% Weight Factor AIP PERFORMANCE MEASURE WEIGHTING THRESHOLD TARGET MAX ACTUAL RESULTS PERFORMANCE FACTOR FUNDING LEVEL Leverage Ratio (Net Debt to EBITDA1) 35% 3.76 3.42 2.74 3.48 91% 32% IRR Achievement (%) 25% 15% 30% 60% 51% 171% 43% Net Oil Production (Sales) (BO) 25% 2,633,025 2,925,583 3,510,700 2,686,940 59% 15% Net Operating Expense ($ Millions) 15% $40.48 $36.80 $29.44 $35.20 122% 18% Total for Performance Measures 100% - - - - - 108% HSE Objectives Multiplier 100% 0% 100% 100% 100% 100% Total Percentage of AIP Target Earned 108% (1) Leverage Ratio or Debt to EBITDA is calculated as the sum of total long-term debt divided by adjusted EBITDA, as defined by the Company’s credit facility, inclusive of the pro forma effects of Material Acquisitions or Divestitures, as defined by the Company’s credit facility, as if they occurred on the first day of the trailing twelve-month period. See “GAAP to Non-GAAP Reconciliations” table for a reconciliation of non-GAAP financial measures.

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43 2022 PROXY STATEMENT Equity-Based Incentive Compensation – Performance Stock Unit and Restricted Stock Unit Awards It is our policy that long-term equity compensation for our NEOs should be the largest component of their compensation and directly linked to enhancing stockholders’ value. The purpose of granting equity-based compensation is to incentivize and reward the executive officers for the Company’s achievement of its objectives and goals, the individual’s contribution to meeting those goals and to encourage continued dedication and loyalty to the Company by providing executives with meaningful ownership of the Company. The 2021 LTIP was designed to align executive management and senior level employees with stockholder value and the long-term financial success of the Company with the following features and changes from past practices. We abandoned 100% time-vested restricted stock units (“RSUs”) and replaced with 60% performance stock units (“PSUs”) and 40% time- vested RSUs. ■ PSUs subject to a three-year performance period (“performance period”) to focus on long-term shareholder returns and financial performance. ■ 50% of PSUs performance vest at the end of the performance period based on the Company’s relative total shareholder return (“TSR”) versus a peer group of energy companies where the potential PSUs earned can be limited or capped based on the Company’s absolute TSR during the same performance period. ■ The remaining 50% of PSUs performance vest at the end of the performance period based on the Company’s final cash return on capital employed (“CROCE”) over the performance period. ■ PSUs earned can vary from 0% to 200% of target based on actual performance achieved and are subject to Company clawback provisions. ■ RSUs are subject to a three-year vesting schedule of three equal amounts beginning with the first anniversary of the award date and are subject to Company clawback provisions. Non-qualified stock options and restricted stock granted to Named Executive Officers and other key employees granted prior to 2020 vest ratably over five years. The grant date fair value of awards made to our NEOs in the past three years as determined under generally accepted accounting principles is shown in the “Summary Compensation Table” below.

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44 RING ENERGY Employment Agreements and Severance Effective with their hiring dates, Messrs. McKinney, Baghdati, Brooks, Dyes, and Thomas entered into employment agreements with the Company. As described in detail and quantified in “Potential Payments Upon Termination or Change in Control,” these NEOs receive certain benefits under their employment agreements upon their termination by the Company without “cause” or upon their resignation for “good reason,” including such terminations in connection with a change in control of the Company. The employment agreements also provide for restrictive covenants relating to non-competition, confidential information and non-solicitation of the Company’s employees and customers. These benefits are intended to ensure that members of senior management are not influenced by their personal situations and are able to be objective in evaluating a potential change in control transaction. The Compensation Committee regularly reviews termination and change in control benefits and continues to believe that the severance benefits in connection with certain terminations of employment constitute reasonable levels of protection for our executives. No other NEO is party to an employment agreement nor party to an agreement containing an excise tax gross-up provision. Pension Plans, Non-Qualified Deferred Compensation Plans and Change in Control Agreements The Company did not have any pension plans, non-qualified deferred compensation plans or single trigger change in control agreements for any of its NEOs for the year ended December 31, 2021. Other Benefits Our NEOs are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, and short and long-term disability, in each case, on the same basis as other employees, subject to applicable laws. We also provide vacation and other paid holidays to all employees, including our NEOs. We maintain a 401(k) plan for eligible employees. Under the 401(k) plan, eligible employees may elect to contribute a portion of their eligible compensation on a pre-tax basis in accordance with the limitations imposed under the Internal Revenue Code of 1986, as amended, or the Code. The plan allows eligible employees to make pre-tax or after-tax contributions of up to 100% of their annual eligible compensation. The Company makes matching contributions of up to 6% of any employee’s compensation. MANAGEMENT STOCK OWNERSHIP GUIDELINES In April 2021, our Board approved stock ownership guidelines for our Chief Executive Officer and NEOs. We believe the management stock ownership guidelines create a link between our long-term success and the ultimate pay of our executive officers through specified stock ownership levels based on a multiple of base salary, as shown in the table below. After becoming subject to the stock ownership guidelines, executives have three years to reach the stock ownership goal. Until an executive meets the guideline, he or she must hold two-thirds of the net shares acquired upon the vesting of equity awards. Once the guidelines are met, restrictions on the sale of vested awards of the Company’s stock are limited to normal trading restrictions for insiders and Company policies. POSITION REQUIRED SHARE OWNERSHIP LEVEL (MULTIPLE OF BASE SALARY) Chief Executive Officer 5X Named Executive Officers 3X

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45 2022 PROXY STATEMENT TAX CONSIDERATIONS Although our Compensation Committee considers the tax and accounting treatment associated with the cash and equity grants it makes to its executive officers, these considerations are not dispositive. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) places a limit of $1.0 million per person on the amount of compensation that we may deduct in any year with respect to each “covered employee” as such term is defined in Section 162(m). Despite the change in law, the Compensation Committee intends to continue to consider the deductibility of compensation and to implement compensation programs that it believes are competitive and in the best interests of the Company and its stockholders. We account for stock-based awards based on their grant date fair value, as determined under FASB ASC Topic 718. In connection with its approval of stock-based awards, the Compensation Committee is cognizant of and sensitive to the impact of such awards on stockholder dilution. The accounting treatment for stock-based awards does not otherwise impact the Compensation Committee’s compensation decisions. RISK CONSIDERATIONS IN OUR OVERALL COMPENSATION PROGRAM Our compensation program is designed to focus on meeting the Company’s objectives and goals while discouraging management from undue risk-taking. When establishing and reviewing our executive compensation program, the Compensation Committee has considered whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. While behavior that may result in inappropriate risk taking cannot necessarily be prevented by the structure of compensation practices, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Moreover, with limited exceptions, our Compensation Committee retains discretion to impose additional conditions and adjust compensation pursuant to our clawback policy as well as for quality of performance and adherence to the Company’s values. Restricted stock units granted during 2021 vest in ratable annual installments on each of the first three anniversaries of the grant date. Performance Stock Units cliff-vest at the end of the three-year performance period. Both of these vesting schedules further mitigates risk in the event any executive officer departs or is terminated prior to vesting of the awards. The Board may seek reimbursement from an executive officer if it determines that the officer engaged in conduct that was detrimental to the Company and resulted in a material inaccuracy in either our financial statements or in performance metrics that affected the officer’s compensation. If the Compensation Committee or the Board determines that an officer engaged in fraudulent misconduct, it will seek such reimbursement. In cases of misconduct by an executive officer, the Board has discretion to take a range of actions to remedy the misconduct and prevent its recurrence, including terminating the individual’s employment. We believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

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46 RING ENERGY COMPENSATION OF NAMED EXECUTIVE OFFICERS FROM 2019 THROUGH 2021 The “Summary Compensation Table” should be read in connection with the tables and narrative descriptions contained in this Compensation Discussion & Analysis. The “Outstanding Equity Awards at Fiscal Year End Table” and “Option Exercises and Stock Vested Table” provide further information on the NEOs potential realizable value and actual value realized with respect to their equity awards. Summary Compensation Table NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) EQUITY AWARDS(2) ($) NON-EQUITY INCENTIVE PLAN COMPENSATION ($) ALL OTHER COMPENSATION(3) ($) TOTAL ($) Paul D. McKinney, Chief Executive Officer and Chairman of the Board 2021 $480,000 - $2,464,517 $518,400 $30,200 $3,493,117 2020 120,000 54,000 204,000 108,000 7,000 493,000 Travis T. Thomas, Chief Financial Officer 2021 278,912 - 616,130 219,240 14,986 1,129,267 William R. Broaddrick, Prior Chief Financial Officer (1) 2021 48,750 --- 70,691 119,4 41 2020 195,000 -- 30,128 11,700 236,828 2019 195,000 20,000 143,448 - 4,875 363,323 Stephen D. Brooks, Executive Vice President of Land, Legal, Human Resources and Marketing 2021 290,000 - 616,130 219,240 14,500 1,139,870 2020 72,500 23,565 136,000 47,125 - 279,190 Alexander Dyes, Executive Vice President of Engineering and Corporate Strategy 2021 290,000 - 616,130 219,240 14,500 1,139,870 Marinos C. Baghdati, Executive Vice President of Operations 2021 290,000 - 616,130 219,240 17,400 1,142,770 (1) Mr. Broaddrick transitioned out of the Chief Financial Office role on March 24, 2021 and resigned on March 31, 2021. His 2021 salary is for the first quarter of 2021. His Other Compensation included a severance payment as noted below. (2) Reflects the full grant date fair value of the equity awards granted pursuant to the Company’s equity plans calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 13 – Employee Stock Options, Restricted Stock Award Plan and 401(k) in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2021. These amounts were calculated based on the closing market price for our shares on the NYSE American on the date of grant. (3) The amounts reported in the “All Other Compensation” column for 2021 represent the following:

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47 2022 PROXY STATEMENT All Other Compensation NAME YEAR BOARD FEES (a) SEVERANCE (b) 401(K) CONTRIBUTIONS (c) TOTAL Paul D. McKinney 2021 $ 17,000 $ 13,200 $ 30,200 2020 $ 7,000 $ 7,000 Travis T. Thomas 2021 $ - $ - $ 14,986 $ 14,986 Stephen Brooks 2021 $ - $ - $ 14,500 $ 14,500 2020 $ - $ - William R. Broaddrick 2021 $ 65,000 $ 5,691 $ 70,691 2020 $ 11,700 $ 11,700 2019 $ 4,875 $ 4,875 Alexander Dyes 2021 $ - $ - $ 14,500 $ 14,500 Marinos C. Baghdati 2021 $ - $ - $ 17,400 $ 17,400 (a) For Mr. McKinney, the amounts reported in this column represent the fees earned or paid in cash to each Named Executive Officer in connection with their service as a director on the Board. Mr. McKinney did not receive equity compensation or any other forms of compensation related to his Board service. Board fees for Mr. McKinney ceased as of June 1, 2021. (b) Mr. Broaddrick received severance payments as part of the Chief Financial Officer transition in March of 2021. (c) The 401(K) contributions by the Company match into the Company’s sponsored 401(K) plan. Subject to IRS limits, Company contributions to each employee’s 401(K) account consist of a matching contribution of up to 6% of the employee’s eligible salary. EMPLOYMENT AGREEMENTS During 2020, we entered into at-will employment agreements with certain NEOs, the material terms of which are set forth below. Paul D. McKinney. Effective October 1, 2020. Mr. McKinney entered into an employment agreement with the Company, effective October 1, 2020. Under the agreement, Mr. McKinney will serve as Chief Executive Officer on an at-will basis for an indefinite term. The agreement provides for an initial base salary of $480,000 per year and eligibility to receive annual bonuses at the discretion of the Board with a target bonus equal to a percentage of his annual base salary established annually by the Board. Mr. McKinney is also eligible to participate in and receive awards under the LTIP, with a target value equal to a percentage of his annual base salary, determined by the Board (based on the grant date value of any such award), based on the achievement of performance goals established by the Board. In addition, the agreement provides for a sign-on cash bonus of $54,000 (payable in three monthly installments in October, November and December of 2020) and equity grant of 300,000 shares of restricted stock (subject to a three- year vesting period and the terms and conditions of the award agreement). Mr. McKinney is also subject to certain non- competition and non-solicitation restrictions for a period of one year following any termination of employment, as well as certain confidentiality restrictions that apply indefinitely.

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48 RING ENERGY Under Mr. McKinney’s employment agreement, if the Company (i) materially reduces his then current base salary, title, authority or responsibilities, (ii) requires relocation of Mr. McKinney’s primary place of employment to a location more than 50 miles from the Company’s office in Houston, Texas, (iii) fails to timely pay in full base salary or incentive compensation or (iv) otherwise materially breaches the agreement, Mr. McKinney would have a basis to invoke his rights under the agreement for termination for good reason. In addition, if in the six months before or 24 months following a change in control (as defined in Mr. McKinney’s employment agreement) the Company were to materially reduce Mr. McKinney’s maximum bonus opportunity, he would similarly have a basis to terminate for good reason. For a description of the severance provisions of Mr. McKinney’s employment agreement, see “Potential Payments upon Termination or Change in Control” below. Stephen D. Brooks, Marinos C. Baghdati, and Alex Dyes. Effective October 1, 2020. Messrs. Brooks, Baghdati, and Dyes entered into employment agreements with the Company, effective October 1, 2020. Mr. Brooks was appointed as the Company’s Executive Vice President of Land, Legal, Human Resources and Marketing on November 30, 2020. Mr. Baghdati was appointed as the Company’s Executive Vice President of Operations, and Mr. Dyes was appointed as the Company’s Executive Vice President of Engineering and Corporate Strategy, both as of December 31, 2020. Under the agreements, Messrs. Brooks, Baghdati, and Dyes will serve on an at-will basis for an indefinite term. The agreement provides for an initial base salary of $290,000 per year and eligibility to receive annual bonuses in the discretion of the Board with a target bonus equal to a percentage of his annual base salary established annually by the Board. They are also eligible to participate in and receive awards under the Company’s LTIP, with a target value equal to a percentage of his annual base salary, determined by the Board (based on the grant date value of any such award), based on the achievement of performance goals established by the Board. In addition, the agreement provides for a sign-on cash bonus of $23,565 (paid in three monthly installments in October, November and December of 2020) and equity grant of 200,000 shares of restricted stock (subject to a three-year vesting period and the terms and conditions of the award agreement). Messrs. Brooks, Baghdati and Dyes are subject to the same restricted covenants and would have the same basis to invoke his rights under his employment agreement for termination for good reason as Mr. McKinney. For a description of the severance provisions of the employment agreement, see “Potential Payments upon Termination or Change in Control” below. Travis T. Thomas. Effective October 26, 2020. Mr. Thomas entered into an employment agreement with the Company, effective October 26, 2020 as the Vice President of Finance and was appointed as the Company’s Chief Financial Officer on March 24, 2021. Under the agreement, Mr. Thomas will serve on an at-will basis for an indefinite term. The agreement provides for an initial base salary of $250,000 per year and eligibility to receive annual bonuses in the discretion of the Board with a target bonus equal to a percentage of his annual base salary established annually by the Board. Mr. Thomas is also eligible to participate in and receive awards under the Company’s LTIP, with a target value equal to a percentage of his annual base salary, determined by the Board (based on the grant date value of any such award), based on the achievement of performance goals established by the Board. In addition, the agreement provided for a sign-on cash bonus of $16,927 (paid in three monthly installments in October, November and December of 2020) and equity grant of 150,000 shares of restricted stock (subject to a three-year vesting period and the terms and conditions of the award agreement). Mr. Thomas is subject to the same restricted covenants and would have the same basis to invoke his rights under his employment agreement for termination for good reason as Mr. McKinney. For a description of the severance provisions of Mr. Thomas’ employment agreement, see “Potential Payments upon Termination or Change in Control” below.

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49 2022 PROXY STATEMENT GRANTS OF PLAN-BASED AWARDS DURING 2021 The following table reflects the RSUs and PSUs granted during 2021. Estimated Future Payouts Under Equity Incentive Plan Awards PERFORMANCE STOCK UNITS NAME DATE OF BOARD APPROVAL GRANT DATE THRESHOLD (#) TARGET (#) (2) MAXIMUM (#) ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK (#) (1) FAIR VALUE ON GRANT DATE (3) Paul D. McKinney 6/17/21 6/17/21 286,738 $ 800,000 6/17/21 11/22/21 0 430,108 860,216 1,664,518 Travis T. Thomas 6/17/21 6/17/21 71,685 200,000 6/17/21 11/22/21 0 107,527 215,054 416,128 Stephen D. Brooks 6/17/21 6/17/21 71,685 200,000 6/17/21 11/22/21 0 107,527 215,054 416,128 Marinos C. Baghdati 6/17/21 6/17/21 71,685 200,000 6/17/21 11/22/21 0 107,527 215,054 416,128 Alexander Dyes 6/17/21 6/17/21 71,685 200,000 6/17/21 11/22/21 0 107,527 215,054 416,128 (1) The shares granted on June 17, 2021 represent the 2021 awards of time-vested RSU, which vest in three equal annual installments beginning on the first anniversary of the grant date. (2) The amounts granted on November 22, 2021 represent the target number of PSUs, the number of which were determined on June 17, 2021. The grant date of November 22, 2021 is when the terms and conditions were finalized. The PSUs have a cliff vesting date of December 31, 2023 and were valued using a Monte Carlo simulation as of the grant date. (3) Reflects the full grant date fair value of the equity awards granted pursuant to the Company’s equity plans calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 13 – Employee Stock Options, Restricted Stock Award Plan and 401(k) in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2021. These amounts were calculated based on the closing market price for our shares on the NYSE American on the date of grant.

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50 RING ENERGY OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END The following table provides certain information regarding unexercised stock options and stock awards outstanding for each Named Executive Officer as of December 31, 2021. NAME NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE (1) OPTION EXERCISE PRICE ($) OPTION EXPIRATION DATE NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (2) MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (4) EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES THAT HAVE NOT VESTED (#) (3) EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (5) Paul D. McKinney 200,000 456,000 286,738 653,763 430,108 980,646 Travis T. Thomas 100,000 228,000 71,685 163,442 107,527 245,162 Stephen D. Brooks 133,333 303,999 71,685 163,442 107,527 245,162 Marinos C. Baghdati 133,333 303,999 71,685 163,442 107,527 245,162 Alexander Dyes 133,333 303,999 71,685 163,442 107,527 245,162 William R. Broaddrick 60,000 $2.00 12/1/23 (1) Option awards vest and become exercisable in approximately equal installments on each of the first five anniversaries of the applicable grant date, subject to continued service with the Company through each such vesting date. The regular term of each option expires on the tenth anniversary of the applicable grant date (2) Restricted stock awards reported in this column vest in approximately equal installments on each of the first three anniversaries of the applicable grant date, in each case subject to continued service with the Company through each such vesting date. (3) Performance Share Units reported in this column cliff vest on December 31, 2023. (4) The value of the unearned restricted stock is shown assuming a market value of $2.28 per share, the closing market price of a share of common stock on December 31, 2021. (5) The value of the unvested Equity Incentive Awards is shown assuming a market value of $2.28 per share, the closing market price of a share of common stock on December 31, 2021.

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51 2022 PROXY STATEMENT OPTION EXERCISES AND STOCK VESTED The following table summarizes the vesting of restricted stock held by our Named Executive Officers during 2021. No options were exercised in 2021. STOCK AWARDS NAME NUMBER OF SHARES ACQUIRED ON VESTING (#) VALUE REALIZED ON VESTING (#) (1) Paul D. McKinney 100,000 $298,000 Travis T. Thomas 50,000 $195,500 William R. Broaddrick 89,840 $207,530 Stephen D. Brooks 66,667 $198,668 Marinos C. Baghdati 66,667 $198,668 Alexander Dyes 66,667 $198,668 (1) The value realized on vesting is equal to the number of shares, multiplied by the fair market value of the shares at the time of vesting. PENSION BENEFITS We do not maintain any defined benefit pension plans. NONQUALIFIED DEFERRED COMPENSATION We do not maintain any nonqualified deferred compensation arrangements. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The material terms of potential payments upon various termination and change in control scenarios is set forth below. Except as described in this summary and in the “Potential Payments” table below, Ring does not have any other agreements or plans that will require compensation to be paid to NEOs in the event of a termination of employment or a change in control. In 2017, our board adopted a policy requiring that each award agreement governing an award granted under the LTIP provide for double-trigger vesting upon a “change in control.” Payout under each of the outstanding equity awards and employment agreements based on various termination circumstances or in connection with a change in control are described in more detail in the footnotes to the “Potential Payments” table below. Payments and other benefits payable to the NEOs in connection with various termination and change in control situations are set out as if the conditions for payment had occurred and the applicable triggering events took place on December 31, 2021, when the closing price of our common stock was $2.28. Actual amounts to be paid will depend on several factors, such as the date of each NEO’s separation or the occurrence of an actual change in control event, and the price of our common stock when the vesting of unvested stock options or restricted stock shares is accelerated. The disclosures below do not take into consideration any requirements under Section 409A of the Internal Revenue Code, which could affect, among other things, the timing of payments and distributions.

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52 RING ENERGY NAME/EVENT BASE SALARY CASH BONUS (1) ACCELERATED INCENTIVE AND STOCK AWARD VESTING (2) CONTINUED EMPLOYMENT BENEFITS TOTAL Paul D. McKinney Termination by Employee for Cause, or by Company without Cause $ 480,000 $ - $ 2,090,409 $ 25,358 $ 2,595,767 Termination for Cause/Resignation without Good Reason - - - - - Change in Control - - - - - Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. 720,000 - 2,090,409 25,358 2,835,767 Death - - - 25,358 25,358 Disability - - - - - Travis T. Thomas Termination by Employee for Cause, or by Company without Cause 290,000 - 636,604 21,385 947,989 Termination for Cause/Resignation without Good Reason - - - - - Change in Control - - - - - Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. 435,000 - 636,603 21,385 1,092,989 Death - - - 21,385 21,385 Disability - - - - - Marinos C. Baghdati Termination by Employee for Cause, or by Company without Cause 290,000 - 712,603 21,385 1,023,988 Termination for Cause/Resignation without Good Reason - - - - - Change in Control - - - - - Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. 435,000 - 712,603 21,385 1,168,988 Death - - - 21,385 21,385 Disability - - - -

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53 2022 PROXY STATEMENT NAME/EVENT BASE SALARY CASH BONUS (1) ACCELERATED INCENTIVE AND STOCK AWARD VESTING (2) CONTINUED EMPLOYMENT BENEFITS TOTAL Stephen D. Brooks Termination by Employee for Cause, or by Company without Cause $ 290,000 $ - $ 712,603 $ 13,959 $ 1,016,562 Termination for Cause/Resignation without Good Reason - - - - - Change in Control - - - - - Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. 435,000 - 712,603 13,959 1,161,562 Death - - - 13,959 13,959 Disability - - - - Alexander Dyes Termination by Employee for Cause, or by Company without Cause $ 290,000 $ - $ 712,603 6,336 1,008,939 Termination for Cause/Resignation without Good Reason - - - - - Change in Control - - - - - Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. 435,000 - 712,603 6,336 1,153,939 Death - - - 6,336 6,336 Disability - - - - (1) A description of the cash severance and COBRA obligations under the employment agreements with the Messrs. McKinney, Thomas, Baghdati, Brooks, and Dyes is set forth under “Employment Agreements” below. (2) Represents accelerated vesting of stock options and restricted stock, valued based on the December 31, 2021 closing price of $2.28 per share of the Company’s common stock.

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54 RING ENERGY Employment Agreements and Termination Pursuant to their employment agreements, Messrs. McKinney, Baghdati, Brooks, Dyes, and Thomas are entitled to receive severance payments and benefits, as described below and as set forth in the foregoing table. Termination without Cause/Resignation for Good Reason Upon termination of employment by the Company other than for “cause” or by the executive for “good reason” (as each is defined in the executive’s employment agreement), the executive will entitled to a lump sum cash payment in an amount equal to: (i) any accrued, unpaid base salary or benefits earned through the termination date and any unpaid expense reimbursements (“Accrued Benefits”); (ii) if executive has completed one full year of service, any unpaid bonus amount equal to either the bonus amount approved by the Board remaining unpaid or, if the Board has not yet determined executive’s bonus, an amount equal to 100% of his Target Bonus (as defined under the executive’s employment agreement)(“Unpaid Bonus”); and (iii) a single lump sum equal to 1.0 times the executive’s annual base salary at the highest rate (“Highest Base Salary”) in effect at any time during the 36 month period immediately preceding the termination date (“Cash Severance”). In addition, all equity incentive awards held by the executive will become fully vested and/or the restrictions shall lapse. If the executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the executive for an amount equal to the amount of medical premium expenses paid for a similarly situated employee, determined as of the executive’s termination date. Following the expiration of the COBRA continuation coverage period, the Company shall permit the executive (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional 12 months, with executive being responsible for 100% of all premium costs. Termination for Cause/Resignation without Good Reason If the executive’s employment is terminated by the Company for cause, or if the executive terminates his employment other than for good reason, the executive will receive a lump sum payment equal to his Accrued Benefits. Change in Control The employment agreements do not provide benefits solely upon a change in control (as defined in the executive’s employment agreement). Termination without Cause/Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control If the executive’s employment was terminated by the Company without cause, or by the executive for good reason, during the period beginning 6 months prior to a change in control and ending 24 months following a change in control, the executive will be entitled to the same benefits described above under “Termination without Cause/Resignation for Good Reason”, except that the executive’s Cash Severance payment will equal 1.5 times the Highest Base Salary. In addition, the payment of benefits will occur 30 days following the later of the change in control or the executive’s termination and to the extent executive incurs a termination without cause or resigns for good reason prior to change in control, any payments received following the change in control will be reduced dollar for dollar by the benefits already paid to executive in connection with his termination.

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55 2022 PROXY STATEMENT Death Following the death of the executive, the Company will pay to his designated beneficiary or his estate a lump sum payment equal to executive’s: (i) Accrued Benefits; and (ii) Unpaid Bonus. In addition, for the longer of the maximum COBRA continuation coverage period required by law or 12 months, executive’s spouse and eligible dependents will continue to be eligible to receive medical coverage under the Company’s medical plans in accordance with the terms of the applicable plan documents; provided, that in order to receive such continued coverage at such rates, executive’s spouse and eligible dependents will be required to pay the applicable premiums to the plan provider, and the Company will reimburse such spouse and eligible dependents, within 60 days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. Disability Following the termination of executive’s employment by reason of disability (as defined under executive’s employment agreement), the Company will pay to executive a lump sum payment equal to executive’s: (i) Accrued Benefits; and (ii) Unpaid Bonus. Restricted Stock Awards under the LTIP As disclosed above, in 2017, our board adopted a policy requiring that each award agreement governing an award granted under the LTIP provide for double-trigger vesting upon a “change in control.” The restricted stock awards received by our NEOs, per the terms of their employment agreements, may only be accelerated if the executive’s employment was terminated by the Company without cause, or by the executive for good reason, during the period beginning 6 months prior to a change in control and ending 24 months following a change in control. CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the Company’s employees and the annualized total compensation of Paul D. McKinney, our CEO, for 2021: Median Employee total annual compensation $ 151,004 Total Compensation of Chief Executive Officer – Paul D. McKinney $ 3,493,117 Ratio of CEO to Median Employee compensation 23 to 1

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56 RING ENERGY To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: ■ We determined that, as of December 31, 2021, our employee population consisted of 52 individuals with all of these individuals located in the U.S. This population consisted of our full-time and part-time employees, as we do not have temporary or seasonal workers. We selected December 31, 2021, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. ■ We used a consistently applied compensation measure to identify our median employee by comparing the amount of salary or wages, bonuses and restricted stock awards granted in 2021 as reflected in our payroll records. To make them comparable, salaries for newly hired employees who had worked less than one year were annualized and the target incentive amount was applied to their total compensation measure ■ We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the U.S., we did not make any cost of living adjustments in identifying the median employee. ■ After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2021 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $151,004. ■ With respect to the annual total compensation of our CEO, we used salary, bonus and restricted stock awards granted and all other compensation for the 2021 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $3,493,117.

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57 2022 PROXY STATEMENT DIRECTOR COMPENSATION For the partial year ended May 24, 2021, directors received the following compensation: COMPENSATION ELEMENT ENDED MAY 24, 2021 Stipend Non-management Director $3,000/month Management Director $2,000/month Committee Fees (per committee) $500/month Fee for telephonic or video conference participation in Board or Committee meeting $500/meeting Fee for in-person participation in Board or Committee meeting $1,000/meeting Stock Awards Determined Annually As of May 25, 2021, the non-employee directors receive the following annual compensation paid quarterly in advance: COMPENSATION ELEMENT EFFECTIVE MAY 25, 2021 Independent Director Base Fee $70,000 NESG Chair Fee $5,000 Audit Chair Fee $10,000 Compensation Chair Fee $5,000 Lead Independent Director Fee $25,000 Stock Awards Determined Annually Director Compensation Philosophy The compensation of our non-employee directors is reviewed by the Compensation Committee and is approved by the Board. We use a combination of cash and stock awards to attract and retain qualified candidates to serve on our Board. In determining director compensation, we consider the responsibilities of our directors, the significant amount of time the directors spend fulfilling their duties, and the competitive market for skilled directors. We seek to maximize alignment of incentives between the Board and stockholders by primarily using equity awards to compensate directors. We believe that equity awards provide a strong incentive to the Board to preserve and promote stockholder value and directly connects director compensation to the Company stock performance. In this regard, a majority of a director’s compensation depends on whether the Company’s stock price appreciates value. Starting in 2021, we revised our form of director award agreement to provide for a one-year vesting period coincident with their elected terms as opposed to a three-year vesting period, to conform with common industry practices.

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58 RING ENERGY Peer Review and Benchmarking The Compensation Committee reviews, evaluates, and benchmarks our director compensation practices against our peer companies in the oil and natural gas exploration and production industry. The Compensation Committee uses this peer comparison to inform themselves of industry practice and to help them structure the appropriate level and mix of compensation elements. Quarterly Retainer and Annual Fee Previously, we provided our management and non-management directors a monthly stipend in lieu of an annual retainer, a fee for participation in each Board or committee meeting, whether in person or not, and reimbursement of out-of-pocket costs incurred in attending Board and committee meetings. As of the beginning of the 2021 Board Calendar year on May 25, 2021, we transitioned to a fixed annual fee, paid quarterly, as shown in the table above. Equity Awards We use equity awards to reward our directors for significant contributions to the successful implementation of our business objectives and strategy. In 2021, each outside director received 53,763 shares of restricted stock pursuant to the LTIP. The restricted stock granted to our directors vests on the earlier of the (i) the next annual meeting of the Company’s stockholders following the Grant Date (the “Meeting”) and (ii) the one (1) year anniversary of the Grant Date. Our Compensation Committee considered several factors in determining the appropriate amount of restricted stock grants under the LTIP for the 2021 fiscal year including the following: ■ Past equity awards to our non-executive directors; ■ The recent award practices of other peer companies in the oil and gas industry; and ■ Desire to treat all directors equitably. Director Stock Ownership Guidelines In April 2021, our Board approved stock ownership guidelines for our non-employee directors. The director stock ownership guidelines create a strong link between our long-term success and the ultimate pay of our directors by requiring our non- employee directors to own 5 times the amount of their annual cash retainer. After becoming subject to the stock ownership guidelines, directors have three years to reach the stock ownership goal. Until a director meets the guideline, he or she must hold two-thirds of the net shares acquired upon the vesting of equity awards. Once the guidelines are met, restrictions on the sale of vested awards of the Company’s stock are limited to normal trading restrictions for insiders and Company policies.

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59 2022 PROXY STATEMENT DIRECTOR COMPENSATION The following table summarizes the compensation earned by our independent directors as of December 31, 2021. Director compensation to Mr. McKinney is included in the “All Other Compensation” table and the “Summary Compensation Table” above and excluded from the Director Compensation Table. NAME FEES EARNED OR PAID IN CASH ($) EQUITY AWARDS ($) (1) TOTAL ($) Clayton E. Woodrum (2) $ 74,632 $ 150,000 $ $224,632 Anthony B. Petrelli (2) 83,157 150,000 233,157 Regina Roesener (2) 68,624 150,000 218,624 Thomas L. Mitchell (2) 70,309 150,000 220,309 Richard E. Harris (2) 63,115 150,000 213,115 John A. Crum (2) 70,124 150,000 220,124 (1) Amounts in this column represent the grant date fair value of restricted stock awards granted to the outside directors on June 17, 2021, calculated in accordance with FASB ASC Topic 718, excluding the estimated impact of forfeitures related to service-based vesting conditions, and do not represent the actual value that may be realized by directors upon vesting or settlement of the awards. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the restricted stock awards, please see Note 13 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The aggregate number of stock options and unvested restricted stock awards as of December 31, 2021 are as follows: NAME OUTSTANDING STOCK OPTIONS UNVESTED RESTRICTED STOCK AWARDS Clayton E. Woodrum 85,000 140,430 Anthony B. Petrelli 50,000 140,430 Regina Roesener - 140,430 Thomas L. Mitchell - 140,430 Richard E. Harris - 140,430 John A. Crum - 140,430

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60 RING ENERGY COMPENSATION COMMITTEE REPORT(1) Among the duties imposed on our Compensation Committee under its charter is the direct responsibility and authority to review and approve the Company’s goals and objectives relevant to the compensation of the Company’s Chief Executive Officer and other executive officers, to evaluate the performance of such officers in accordance with the policies and principles established by the Compensation Committee and to determine and approve, either as a Committee, or (as directed by the Board) with the other “independent” Board members (as defined by the NYSE American listing standards), the compensation level of the Chief Executive Officer and the other executive officers. As of December 31, 2021, the Compensation Committee was comprised of the six non-employee Directors named at the end of this report each of whom is an “independent director” as defined by the NYSE American listing standards. The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement, as required by Item 402(b) of Regulation S-K. Based upon this review and our discussions, the Compensation Committee recommended to its Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement. Compensation Committee of the Board of Directors: ■ John A. Crum (Chair) ■ Richard E. Harris ■ Thomas L. Mitchell ■ Anthony B. Petrelli ■ Regina Roesener ■ Clayton E. Woodrum (1) SEC filings sometimes “incorporate information by reference.” This means the Company is referring you to information that has previously been filed with the SEC, and that this information should be considered as part of the filing you are reading. Unless the Company specifically states otherwise, this Compensation Committee Report shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933 as amended, or the Securities Exchange act of 1934, as amended. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of our directors who served as members of our Compensation Committee as of December 31, 2021, nor any of the directors who currently serve as members of our Compensation Committee, is, or has at any time in the past been, an officer or employee of the Company or any of its subsidiaries. None of our executive officers serves, or has served, during the last completed fiscal year, on the compensation committee or board of directors of any other company that has one or more executive officers serving on our Compensation Committee or Board. TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS Certain Relationships and Related Transactions The office space leased until March 31, 2021 by the Company in Tulsa, Oklahoma, is owned by Arenaco, LLC, a company that is owned by Mr. Rochford, former Chairman of the Board, and Mr. McCabe, a former director of the Company. During the years ended December 31, 2019 through December 31, 2021, the Company paid an aggregate of $135,000 to Arenaco, LLC.

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61 2022 PROXY STATEMENT During 2021, the Company purchased $155,471 worth of oil field related chemicals under a trial program that is still on-going, from Pro-Ject Holdings, LLC, an oil field chemical company for which Paul McKinney, our Chairman and CEO, served as an independent director on their board of directors. Mr. McKinney’s ownership in the company as of December 31, 2021 is in the form of A-4 stock worth approximately 0.31% of the total private company value. The Audit Committee reviews any related party transactions. Annually, each Board member is required to submit an Independence Certificate, disclosing any affiliations or relationships for evaluation as possible related party transactions. Review, Approval or Ratification of Transactions with Related Parties The Board reviews and approves all relationships and transactions in which it and its directors, director nominees and executive officers and their immediate family members, as well as holders of more than 5% of any class of its voting securities and their family members, have a direct or indirect material interest. In approving or rejecting such proposed relationships and transactions, the Board shall consider the relevant facts and circumstances available and deemed relevant to this determination. In each case, the standard applied in approving the transaction is the best interests of the Company without regard to the interests of the individual officer or director involved in the transaction. These procedures for reviewing and approving conflict of interest transactions are based on the Company’s past practice and are not contained in any written policy. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information furnished by current management

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Annex A-1 – Purchase and others, concerning the ownershipSale Agreement*
Annex A-2 – First Amendment to Purchase and Sale Agreement**
B-1
Annex C – Registration Rights Agreement***
Annex D – Lock-up Agreement***
Annex E – Director Nomination Agreement***
Annex F – Certificate of our Common Stock by (i) each person who is known to us to be the beneficial owner of more than five percent (5%) of our Common Stock, without regard to any limitations on conversion or exercise of convertible securities or warrants; (ii) all directors and Named Executive Officers; and (iii) our directors and executive officers as a group. The mailing address for eachDesignation of the persons indicated in the table below is our corporate headquarters. The percentage ownership is based on shares outstanding as of April 5, 2022. Beneficial ownership is determined under the rules of the SEC. In general, these rules attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securitiesSeries A Convertible Preferred Stock***
Annex G – Second Amended and includes, among other things, securities that an individual has the right to acquire within 60 days. Unless otherwise indicated, the stockholders identified in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Restated Credit Agreement***
*
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ring Energy, Inc. with the Securities and Exchange Commission on July 8, 2022.
**
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ring Energy, Inc. with the Securities and Exchange Commission on August 9, 2022.
***
Incorporated by reference to Exhibits 3.1, 10.1, 10.2, 10.3 and 10.4 to the Current Report on Form 8-K filed by Ring Energy, Inc., filed with the Securities and Exchange Commission on September 6, 2022.



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62 RING ENERGY SHARES OF COMMON STOCK BENEFICIALLY OWNED NAME OF BENEFICIAL OWNER NUMBER APPROXIMATE PERCENT(1) Named Executive Officers and Directors Paul D. McKinney 242,629(2)(3) * Travis T. Thomas 62,170 (3) * William R. Broaddrick(4) 251,200 (5) * Stephen D. Brooks 74,328(3) * Marinos C. Baghdati 74,328(3) * Alexander Dyes 74,328(3) * Clayton E. Woodrum 331,144 (3)(6) * Anthony B. Petrelli 408,296(3)(7) * Regina Roesener 180,396(3)(8) * John A. Crum 97,096 (3) * Richard E. Harris 97,096 (3) * Thomas L. Mitchell 97,096 (3) * All directors and executive officers as a group (12 persons) 1,738,907(3)(9) 1.7% % Stockholders or Greater Stockholders (other than directors and executive officers) Dr. Simon G. Kukes Group(10) 5,307,500 5.3% William R. Kruse(11) 13,939,734 13.9% Jack Yetiv (12) 7,650,310 7.6% *Represents beneficial ownership of less than 1% (1) The percentage is based upon 100,192,562 shares of Common Stock issued and outstanding as of April 5, 2022. (2) Includes 35,700 common stock warrants to purchase shares of common stock on a one-to-one basis at an exercise price of $0.80 per share and expire on October 29, 2025. (3) Represents the following number of shares of restricted stock that will vest within 60 days of April 5, 2022: Mr. McKinney – 95,579; Mr. Thomas – 23,895; Mr. Brooks – 23,895; Mr. Baghdati – 23,895; Mr. Dyes – 23,895; Mr. Woodrum – 53,763; Mr. Petrelli – 53,763; Ms. Roesener – 53,763; Mr. Crum – 53,763; Mr. Harris – 53,763; Mr. Mitchell – 53,763; and all directors and named executive officers as a group – 513,737. (4) Mr. Broaddrick served as our Chief Financial Officer until March 24, 2021. Open market purchases or sales, if any, by Mr. Broaddrick of our common stock since the date that he ceased serving as our Chief Financial Officer and Director are not known by us or reported in the table. (5) Includes 60,000 shares issuable upon the exercise of stock options that are currently exercisable. (6) Includes 85,000 shares issuable upon the exercise of stock options that are currently exercisable. (7) Includes 50,000 shares issuable upon the exercise of stock options that are currently exercisable. (8) Includes 8,000 shares of common stock held by Eugene Neidiger Life Insurance Trust. Does not include 850 shares of common stock held as custodian for minor-son but has no pecuniary interest, or 850 shares of common stock held as custodian but has no pecuniary interest. Ms. Roesener disclaims beneficial ownership of such shares of Common Stock. (9) Includes 195,000 shares issuable upon the exercise of stock options that are currently exercisable. Also includes 35,700 common stock warrants to purchase shares of common stock on a one-to-one basis at an exercise price of $0.80 per share and expire on October 29, 2025. (10) Based on a Schedule 13D/A filed with the SEC on September 20, 2021 reporting shares of Common Stock beneficially owned by Mr. Simon G. Kukes and Mr. J. Douglas Schick. Dr. Kukes reports sole voting and dispositive power over 5,300,000 shares of Common Stock and Mr. Schick reports sole voting and dispositive power over 7,500 shares. The address of the reporting person is 575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, Texas 77079. (11) Based on a Schedule 13D filed with the SEC on February 4, 2022 reporting shares of Common Stock beneficially owned by Mr. William R. Kruse and Mrs. Deborah L. Kruse. Mr. Kruse reports sole voting and dispositive power over 1,014,300 shares. Mr. and Mrs. Kruse report shared voting and dispositive power over 12,925,434 shares in accounts as joint tenants with right of survivorship. Mr. Kruse also has 1,000,000 common stock warrants to purchase shares of common stock on a one-to-one basis at an exercise price of $0.80 per share and expire on October 29, 2025. Mr. Kruse owns 14,300 shares of Common Stock in his individual account with sole voting and investment control. The address of the reporting persons is 1340 S. Main Street, Suite 300, Grapevine, Texas 76051. (12) Based on the Schedule 13G filed with the SEC on June 1, 2021 reporting shares of Common Stock beneficially owned by Mr. Jack Yetiv. The address of the reporting person is 10120 Westview Drive, Suite 2110, Houston, Texas 77043.

ABOUT THIS PROXY STATEMENT
This proxy statement sets forth information relating to the solicitation of proxies by the Board of Directors (the “Board”) of Ring Energy, Inc. (the “Company,” “Ring Energy,” “our” and “we”) in connection with the Company’s Special Meeting of Stockholders (the “Special Meeting”) to be held on October 27, 2022 at 10:00 a.m. Central Time or any adjournment or postponement of the Special Meeting. This proxy statement and form of proxy are first being mailed to stockholders on or about September 26, 2022, to our stockholders of record as of the close of business on September 1, 2022 (the “Record Date”).
On July 1, 2022, the Company, as buyer, and Stronghold Energy II Operating, LLC, a Delaware limited liability company (“Stronghold OpCo”), and Stronghold Energy II Royalties, LP, a Delaware limited partnership (“Stronghold RoyaltyCo”, together with Stronghold OpCo, “Stronghold”), as seller, entered into a purchase and sale agreement (the “Purchase Agreement”) which was amended on August 4, 2022 to, among other things, add a form of Transition Services Agreement.
On August 31, 2022, the Company closed the Purchase Agreement and acquired (the “Stronghold Acquisition”) interests in oil and gas leases and related property of Stronghold located in the Central Basin Platform of Texas, for a purchase price (the “Purchase Price”) of $167.9 million in cash, as adjusted to the closing date in accordance with the Purchase Agreement, an additional $15.0 million cash payable six months after closing, the assumption of mark-to-market unrealized hedge losses of $26.4 million, and stock consideration consisting of 21,339,986 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), and 153,176 shares of the Company’s Series A Convertible Preferred Stock, $0.001 par value per share (“Preferred Stock”), as more fully described in “Proposal One — Approval of Conversion of Preferred Stock into Common Stock — Description of Preferred Stock.”
Our Common Stock is traded on the New York Stock Exchange American (the “NYSE American”), and under applicable rules of the NYSE American, the Company cannot issue or sell to Stronghold under the Purchase Agreement shares of Common Stock in excess of 21,339,986 shares (the “Stock Issuance Cap”), which represented approximately 19.9% of the 107,236,111 shares of Common Stock that were outstanding immediately prior to the execution of the Purchase Agreement (and currently represents approximately 16.3% of the 130,581,374 shares of Common Stock outstanding as of September 1, 2022), unless the Company obtains stockholder approval to issue shares in excess of the Stock Issuance Cap, which will be accomplished by conversion of the Preferred Stock into Common Stock. If stockholder approval is obtained, the Company will issue an additional 42,548,903 shares of Common Stock (the “Excess Shares”) upon the conversion of the Preferred Stock pursuant to the terms of a certificate of designation filed with the Nevada Secretary of State (the “Certificate of Designation”) creating the Preferred Stock that was issued at closing, for a total of 63,888,889 shares of Common Stock issued to Stronghold, which we expect to represent approximately 36.9% of the 173,130,277 shares of Common Stock outstanding immediately following such conversion.
STOCKHOLDER APPROVAL OF THE EXCESS SHARES WAS NOT A CONDITION TO CLOSING OF THE STRONGHOLD ACQUISITION.

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63 2022 PROXY STATEMENT Changes in Control There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information concerning our executive stock compensation plans as of December 31, 2021. RESTRICTED STOCK GRANTED THAT HAS NOT VESTED NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER COMPENSATION PLANS (EXCLUDING SECURITIES IN COLUMN (A)) Equity compensation plans approved by security holders 2,572,596 365,500 $ 3.61 8,155,283 Equity compensation plans not approved by security holders - - - - Total 2,572,596 365,500 $ 3.61 8,155,283 DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based on the Company’s review of these reports filed electronically with the SEC and written representations received from Reporting Persons, we believe that all of our directors and officers complied with the reporting requirements of Section 16(a) of the Exchange Act during 2021, except with respect to a failure to file one Form 4 for Mr. Crum reporting one transaction, a failure to file one Form 4 for Mr. Mitchell reporting one transaction, one Form 4 for Mr. Woodrum reporting one transaction, a failure to file one Form 4 for Mr. Brooks, and a failure to file Form 3 and one Form 4 for Mr. Thomas reporting one transaction.

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64 RING ENERGY PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION In accordance with Section 14A of the Exchange Act, we are providing our stockholders the opportunity to cast a non- binding, advisory vote on the compensation of our Named Executive Officers, as disclosed in this proxy statement. The stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Company, the Board, or the Compensation Committee. Although the vote is non-binding, the Compensation Committee and the Board value the opinions of the Company’s stockholders and will consider the outcome of the vote when making future compensation decisions. As described under the heading “Compensation Discussion and Analysis,” we believe our compensation policies and programs support our key business objectives of creating value for, and promoting the interests of, our stockholders. In order to align the interests of our Named Executive Officers with those of our stockholders, we believe that each Named Executive Officer’s total annual cash compensation should vary with the performance of the Company and that long-term incentives awarded to Named Executive Officers should be aligned with the interests of the Company’s stockholders. The Company strives to attract, motivate, and retain high-quality executives who are willing to accept a lower base compensation in cash and be rewarded with equity awards based on performance and the achievement of the goals and objectives of the Company, thereby allowing the Company to better align the interests of its executives with its stockholders. Specifically, the primary objectives of our compensation policies are as follows: ■ Align the compensation of our Named Executive Officers and other managers with our stockholders’ interests and motivate our executive officers to meet the Company’s objectives; ■ Pay for performance, taking into consideration both the performance of the Company and the individual in determining executive compensation; ■ Promote Named Executive Officer accountability by compensating Named Executive Officers for their contributions to the achievement of the Company’s objectives (while discouraging excessive risk-taking not in the interest of long-term value for our stockholders); and ■ Attract and retain highly qualified executives with significant industry knowledge and experience by providing them with a fair compensation program that provides financial stability and incentivizes growth in stockholder value. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our Named Executive Officers, as described in this proxy statement. To the extent there is any significant vote against our Named Executive Officer compensation as disclosed in this proxy statement, the Board and the Compensation Committee will evaluate whether any actions are necessary to address the concerns of our stockholders. BOARD RECOMMENDATION ON PROPOSAL The Board unanimously recommends a vote FOR the approval of the compensation paid to our Named Executive Officers as set forth in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS
The following questions and answers address briefly some questions you may have regarding the Special Meeting and the proposals to be considered at the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement.
Q:
Why did I receive these Meeting Materials?
A:
We are providing these Meeting Materials in connection with the solicitation by the Board of proxies to be voted at the Special Meeting in connection with the approval of the issuance of Common Stock as required by Rule 712(b) of the NYSE American.
At the Special Meeting, in accordance with NYSE American Rule 712(b), you will be asked to consider and vote on the Conversion Proposal (as defined below) to approve the issuance of Common Stock upon conversion of the Preferred Stock issued in the Stronghold Acquisition. For further detailed information concerning this matter, see “Proposal One — Approval of Conversion of Preferred Stock into Common Stock”.
As discussed above, because the Common Stock is listed on the NYSE American, the Company is subject to the NYSE American’s rules and regulations. NYSE American Rule 712(b) requires stockholder approval prior to the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, in any transaction or series of transactions if the number of shares of Common Stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of Common Stock outstanding before the issuance of the Common Stock.
Q:
What items of business will be voted on at the Special Meeting?
A:
The business expected to be voted on at the Special Meeting to consider the approval of the following proposals:

To approve, pursuant to NYSE American Listing Rule 712(b), the issuance of 42,548,903 shares of common stock, par value $0.001 per share, upon conversion of 153,176 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Conversion Proposal”);

To authorize the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Conversion Proposal (the “Adjournment Proposal”); and

To consider and transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof.
To be properly brought before the Special Meeting, any additional items of business must be presented in accordance with applicable law and the Company’s bylaws. If business is not properly brought before the Special Meeting, there will not be an opportunity to discuss any such matters at the Special Meeting.
Q:
Where and when is the Special Meeting?
A:
The Special Meeting will be held at 10:00 a.m. on October 27, 2022 at the Company’s office at 1725 Hughes Landing Boulevard, Suite 900, The Woodlands, Texas 77380.
Q:
Who can attend and vote at the Special Meeting?
A:
You are entitled to receive notice of and to attend and vote at the Special Meeting, or any postponement or adjournment thereof, if, as of the close of business on September 1, 2022, the Record Date, you were a holder of record of Common Stock.
As of the Record Date, there were 130,581,374 outstanding shares of Common Stock, each of which is entitled to one vote on each matter to come before the Special Meeting.
If you wish to attend the Special Meeting, you will need to bring a form of personal photo identification in order to be admitted to the Special Meeting. Also, if your shares are held in an account at a broker,

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65 2022 PROXY STATEMENT PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP With authority granted by our Board, the Audit Committee has appointed Grant Thornton LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022. Although stockholder ratification of the selection of Grant Thornton LLP is not required, the Audit Committee and our Board consider it desirable for our stockholders to vote upon this selection. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interest of our stockholders and us. Representatives from Grant Thornton LLP are not expected to be present at the Annual Meeting. If present, these representatives will have the opportunity to make a statement if they desire to do so and would be available to respond to appropriate questions. Former Independent Registered Public Accounting Firm On March 25, 2021, after review of the independent registered public accounting firms, the Audit Committee made the decisions to change the Company’s independent registered public accounting firm and dismissed Eide Bailly as the Company’s independent registered public accounting firm. The audit reports of Eide Bailly on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2020 and 2019 did not contain any adverse opinion or disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2020 and 2019 and the subsequent period through March 25, 2021, there were (1) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Eide Bailly on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to Eide Bailly’s satisfaction, would have caused Eide Bailly to make reference thereto in its reports, and (2) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K. The Company provided Eide Bailly with a copy of its Current Report on Form 8-K and requested Eide Bailly to furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made by the Company herein and if not, stating the respects in which it does not agree. A copy of Eide Bailly’s letter, dated March 26, 2021, is filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021. PRINCIPAL INDEPENDENT PUBLIC ACCOUNTING FEES AND SERVICES PAID IN 2021 AND 2020 The Audit Committee selected Eide Bailly as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 and the Audit Committee selected Grant Thornton as the Company’s independent registered accounting firm for the fiscal year ended December 31, 2021. The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor.

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66 RING ENERGY Fees and Independence Audit Fees. Grant Thornton billed the Company an aggregate of $471,000 for professional services rendered for the review of the Company’s financial statements included in its Form 10-Q’s for 2021 and the audit of the Company’s financial statements for the year ended December 31, 2021. Eide Bailly billed the Company an aggregate of $235,000 for professional services rendered for the review of the Company’s financial statements included in its Form 10-Q’s for 2020 and the audit of the Company’s financial statements for the year ended December 31, 2020. Audit Related Fees. Eide Bailly billed the Company $32,000 for the year ended December 31, 2020 for services related to the Company’s filing of a registration statement relating to securities of the Company, Form 8-K related to an acquisition and financial statements, and a comfort letter for the issuance. Tax Fees. Grant Thornton did not provide professional tax services for 2021. Eide Bailly billed the Company $12,000 for professional services rendered for tax compliance, tax advice and tax planning for the years ended December 31, 2020. All Other Fees. No other fees were billed by Grant Thornton or Eide Bailly to the Company during 2020 and 2021. The Audit Committee discussed with Grant Thornton the matters required to be discussed pursuant to the applicable PCAOB Auditing Standards. The Audit Committee has received and reviewed the written disclosures and the letter from Grant Thornton required by the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton its independence. The Audit Committee determined that the non- audit services provided to the Company by Grant Thornton are compatible with maintaining Grant Thornton’s independence. The Audit Committee discussed with Eide Bailly the matters required to be discussed pursuant to the applicable PCAOB Auditing Standards. The Audit Committee has received and reviewed the written disclosures and the letter from Eide Bailly required by the PCAOB regarding Eide Bailly’s communications with the Audit Committee concerning independence, and has discussed with Eide Bailly its independence. The Audit Committee determined that the non-audit services provided to the Company by Eide Bailly are compatible with maintaining Eide Bailly’s independence. Pre-Approval Policy The policy of the Audit Committee and our Board, as applicable, is to pre-approve all services by our independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit- related, tax, and other non-audit services that may be provided by our independent registered public accounting firm. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the independent registered public accounting firm’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth the pre- approval requirements for all permitted services. Under the policy, all services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee; the Company obtained all required approvals during 2020 and 2021. BOARD RECOMMENDATION ON PROPOSAL The Board unanimously recommends a vote FOR ratification of the appointment of Grant Thornton LLP as Ring Energy, Inc.’s independent auditor for the 2022 fiscal year. The management proxy holder will vote all properly submitted proxies FOR ratification unless properly instructed otherwise.

dealer, commercial bank, trust company, or other nominee (i.e., in “street name”), you will need to bring a copy of your voting instruction card or statement reflecting your share ownership as of the Record Date. “Street name” holders who wish to vote at the Special Meeting will need to obtain a proxy from the broker, dealer, commercial bank, trust company, or other nominee that holds their shares.
Q:
How many shares must be present to conduct business at the Special Meeting?
A:
A quorum is necessary to hold a valid meeting of Company stockholders. For the proposals to be presented at the Special Meeting, the holders of at least one-third of shares of Common Stock outstanding on the Record Date, must be present at the Special Meeting, in person or by proxy. If you vote — including by Internet, telephone or proxy card — your shares voted will be counted towards the quorum for the Special Meeting. Abstentions are counted as present for the purpose of determining a quorum; broker non-votes may be counted for the purpose of determining the presence of a quorum at the Special Meeting as the Adjournment Proposal is considered routine.
Q:
What are my voting choices?
A:
You may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting on either Proposal to be voted on at the Special Meeting. Your shares will be voted as you specifically instruct. If you sign your proxy or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board and in the discretion of the proxy holders on any other matters that properly come before the Special Meeting. If you return your proxy card and “ABSTAIN” from voting, it will have no effect on the Conversion Proposal or the Adjournment Proposal.
Q:
What vote is required to approve the Proposals?
A:
If a quorum is present, under Nevada law, the Company’s bylaws and NYSE American rules, the Conversion Proposal and the Adjournment Proposal will be approved if the votes cast in favor of each proposal by the holders of shares of Common Stock represented at the meeting and entitled to vote exceed the votes cast opposing each proposal. Under the Company’s bylaws, abstentions are counted as present for purposes of determining a quorum but are not counted as shares voted with respect to such proposal, and therefore, if you return your proxy card and “ABSTAIN” from voting, it will have no effect on the proposals. Under the Company’s bylaws, the Special Meeting can also be adjourned by a majority of the Board present, whether or not constituting a quorum.
Q:
What will happen if the Conversion Proposal is not approved?
A:
If the Conversion Proposal is not approved, the Excess Shares portion of the consideration of the Stronghold Acquisition will continue to be represented by the Preferred Stock, which will continue to have the terms, rights and privileges, and the Company will continue to have the obligations, described under “Proposal One — Approval of Conversion of Preferred Stock into Common Stock — Description of Preferred Stock.”
Closing of the Stronghold Acquisition did not require, nor was it conditioned on, stockholder approval of the Conversion Proposal. Therefore, stockholder approval or non-approval of the Conversion Proposal will have no effect on the completed and closed Stronghold Acquisition pursuant to the Purchase Agreement. The Stronghold Acquisition was completed on August 31, 2022, and, at such time, the Company issued the Preferred Stock under the Certificate of Designation that had been filed with the Nevada Secretary of State on August 30, 2022. See “Proposal One — Approval of Conversion of Preferred Stock into Common Stock” for information concerning the Stronghold Acquisition.      
Q:
How does the Board recommend that I vote?
A:
The Board, after careful consideration, unanimously recommends that our stockholders vote “FOR” the approval of the Conversion Proposal and “FOR” the Adjournment Proposal.
Q:
How will our directors and executive officers vote on the Proposals?
A:
Our directors and executive officers have informed us that, as of the date of this proxy statement, they

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67 2022 PROXY STATEMENT AUDIT COMMITTEE REPORT The Audit Committee is comprised of six independent, non-employee directors. The Board has determined that the members of the Audit Committee satisfy the NYSE American listing standards for independence necessary to serve on the Audit Committee. The Board has determined that one of the members of the Audit Committee, Mr. Woodrum, is an “audit committee financial expert” as defined by the rules of the SEC. The Audit Committee’s responsibilities are set forth in the Audit Committee Charter, as may be amended from time to time by the Board. The principal functions of the Audit Committee are to assist the Board in monitoring the integrity of our financial statements, the independent auditor’s qualifications and independence, the performance of our independent registered public accounting firm, and our compliance with legal and regulatory requirements. The Audit Committee has the sole authority to retain and terminate our independent registered public accounting firm and to approve the compensation paid to our independent registered public accounting firm. The Audit Committee is also responsible for overseeing our internal audit function. This is a report on the Audit Committee’s activities relating to 2021. Review of Audited Financial Statements with Management The Audit Committee has reviewed and discussed the Company’s audited financial statements and management’s discussion and analysis of the Company’s financial condition and results of operation with management of the Company for the fiscal year ended December 31, 2021. The members of the Audit Committee rely, without independent verification, on information provided to them and on the representations made by Company management and the independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained and applied appropriate accounting and financial principles or appropriate internal controls and procedures, that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, or that the independent registered public accounting firm is in fact “independent.”

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68 RING ENERGY Review of Financial Statements and Other Matters with Independent Registered Public Accounting Firm The Audit Committee discussed with Grant Thornton, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received and reviewed the written disclosures and the letter from Grant Thornton required by applicable Public Company Accounting Oversight Board requirements regarding the firm’s communications with the Audit Committee concerning independence and has discussed with Grant Thornton its independence. These discussions included a review of all audit and non-audit services (including tax services) provided by Grant Thornton to the Company. The Audit Committee has also considered whether the provision of non-audit services to the Company by Grant Thornton is compatible with maintaining its independence. Recommendation that Financial Statements be Included in the Annual Report Based on the review and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC. THE AUDIT COMMITTEE, ■ Clayton E. Woodrum (Chairman) ■ Anthony B. Petrelli ■ Regina Roesener ■ Thomas L. Mitchell ■ Richard E. Harris ■ John A. Crum

intend to vote all of their shares of Common Stock in favor of the approval of each of the Proposals. As of the Record Date, excluding any shares issuable upon the exercise of currently outstanding options of unvested restricted stock units and performance stock units, our directors and current executive officers owned, in the aggregate, shares of Common Stock, representing collectively approximately 1.5% of the votes eligible to be cast at the Special Meeting.
Q:
What do I need to do now?
A:
We urge you to read this proxy statement carefully and to consider how approving the Proposals affects you. Then simply mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the Special Meeting. Holders of record may also vote by telephone or the Internet by following the instructions on the accompanying proxy card.
Q:
What happens if I do not respond or if I respond and fail to indicate my voting preference or if I abstain from voting?
A:
If you fail to sign, date, and return your proxy card or fail to vote by telephone or Internet as provided on your proxy card, your shares will not be counted towards establishing a quorum for the Special Meeting, which requires holders representing at least one-third of the outstanding shares of Common Stock to be present in person or by proxy. If you respond and do not indicate your voting preference, we will count your proxy as a vote in favor of the approval of each of the Proposals.
Q:
If my shares are held in “street name” by my broker, dealer, commercial bank, trust company, or other nominee, will such broker or other nominee vote my shares for me?
A:
You should instruct your broker or other nominee on how to vote your shares using the instructions provided by the broker or other nominee. Absent specific voting instructions, brokers or other nominees who hold shares of Common Stock in “street name” for customers are prevented by New York Stock Exchange (“NYSE”) rules, which also apply to our Common Stock as shares listed on the NYSE American, from exercising voting discretion in respect of non-routine or contested matters. The Company expects that when the NYSE evaluates the proposals to determine whether each proposal is a routine or non-routine matter, the Conversion Proposal will be evaluated as a non-routine matter and the Adjournment Proposal will be evaluated as a routine matter. Shares not voted by a broker or other nominee because the broker or other nominee does not have instructions or cannot exercise discretionary voting power with respect to any proposals are referred to as “broker non-votes.” Such broker non-votes may be counted for the purpose of determining the presence of a quorum at the Special Meeting because one of the proposals should be deemed routine. It is important that you instruct your broker or other nominee on how to vote your shares of Common Stock held in “street name” in accordance with the voting instructions provided by the broker or other nominee.
Q:
How do I vote?
A:
If you are a registered stockholder (i.e., you hold your shares in your own name through our transfer agent, Standard Registrar of Transfer Company Inc., and not through a broker, bank, or other nominee that holds shares for your account in “street name”), you may vote by proxy via the Internet, by telephone, or by mail by following the instructions provided on the proxy card for this Special Meeting. Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., Central Time, on October 26, 2022 in order to be counted for purposes of the Special Meeting. Please see the proxy card provided to you for instructions on how to submit your proxy by telephone or the Internet. Stockholders of record who attend the Special Meeting may vote in person by obtaining a ballot from the inspector of elections.
If you are a beneficial owner of shares (i.e., your shares are held in the name of a brokerage firm, bank or a trustee), you may vote by proxy by following the instructions provided in the vote instruction form or other materials provided to you by the brokerage firm, bank, or other nominee that holds your shares. To vote in person at the Special Meeting, you must obtain a legal proxy from the brokerage firm, bank, or other nominee that holds your shares.

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69 2022 PROXY STATEMENT STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2023 ANNUAL MEETING Pursuant to the rules promulgated by the SEC, stockholders interested in submitting a proposal for inclusion in our proxy materials and for presentation at the 2023 annual meeting of stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. Rule 14a-8 under the Exchange Act addresses when a company must include a stockholder’s proposal in its proxy statement and identify the proposal in its form of proxy when the company holds an annual or special meeting of stockholders. Under Rule 14a-8, proposals that stockholders intend to have included in the Company’s proxy statement and form of proxy for the 2023 annual meeting of Stockholders must be received by the Company no later than December 29, 2022. However, if the date of the 2023 annual meeting of stockholders changes by more than 30 days from the date of the 2022 Annual Meeting of Stockholders, the deadline is a reasonable time before the Company begins to print and mail its proxy materials, which deadline will be set forth in a Quarterly Report on Form 10-Q or will otherwise be communicated to stockholders. Stockholder proposals must also be otherwise eligible for inclusion. In addition to the requirements of Rule 14a-8, and as more specifically provided for in our bylaws, in order for a nomination of persons for election to our Board or a proposal of business to be properly brought before our annual meeting of stockholders, nominations for election as a director and proposals for stockholder action may be made only by stockholders of the Company of record by giving written notice delivered or mailed to the Secretary of the Company: (a) in the case of an annual meeting of stockholders that is called for a date that is within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting of stockholders, not less than one hundred twenty (120) days prior to such anniversary date; and (b) in the case of an annual meeting of stockholders that is called for a date that is not within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting of stockholders, or in the case of a special meeting of stockholders, not later than the close of business on the tenth (10th) day following the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. If the date of the 2023 annual meeting of stockholders is the same as the date of the 2022 Annual Meeting of Stockholders, a stockholder making a nomination for election to our Board or a proposal of business for the 2023 annual meeting of stockholders must deliver proper notice to us no later than the close of business on January 25, 2023. Proposals must also comply with the provisions contained in our bylaws relating to stockholder proposals, including provision of the information specified in our bylaws, such as information concerning the nominee or the proposal. Any proposals that do not meet the requirements set forth in our bylaws, other than proposals submitted in compliance with SEC Rule 14a-8 under the Exchange Act, will be declared out of order and will not be considered at the 2023 annual meeting of stockholders.

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70 RING ENERGY OTHER BUSINESS Our Board knows of no matter other than those described herein that will be presented for consideration at the Annual Meeting. However, should any other matters properly come before the Meeting or any postponements or adjournments thereof, it is the intention of the person(s) named in the accompanying proxy to vote in accordance with their best judgment in the interest of our Company and our stockholders. ANNUAL REPORT A copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, excluding exhibits, is available at www. ringenergy.com, and will be furnished at no charge to each person to whom a proxy statement is delivered upon the request of such person. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. Such requests should be directed to: Ring Energy, Inc., Attention: Travis T. Thomas, Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380 or call (281) 397-3699. By Order of the Board of Directors, /s/ Travis T. Thomas Travis T. Thomas Executive Vice President, Chief Financial Officer, Corporate Secretary & Treasurer The Woodlands, Texas April 28, 2022

Q:
Can I change my vote after I have mailed my proxy card?
A:
Yes. Whether you attend the Special Meeting or not, any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy may be revoked in writing to the Company’s Corporate Secretary as set forth below, at or before taking of the vote at the Special Meeting. A written notice of revocation or a duly executed proxy, in either case later dated than the prior proxy relating to the same shares, will be treated as the final vote.
A proxy may also be revoked by attending the Special Meeting and voting in person, although attendance at the Special Meeting will not itself revoke a proxy. Any written notice of revocation or subsequent proxy should be sent so as to be delivered to Travis T. Thomas, Secretary, Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900, The Woodlands, Texas 77380 or hand delivered to Mr. Thomas or another Company representative, at or before the taking of the vote at the Special Meeting.
If you hold your shares through a broker, dealer, commercial bank, trust company, or other nominee, you should follow the instructions of such broker or other nominee regarding revocation of proxies.
Q:
Am I entitled to appraisal rights?
A:
No. You will have no right under Nevada law to exercise dissenter’s rights or seek appraisal of your shares of Common Stock in connection with the proposals.
Q:
Where can I find the results of the voting?
A:
We intend to announce preliminary voting results at the Special Meeting and will publish final results through a Current Report on Form 8-K to be filed with the SEC within four business days after the Special Meeting. The Current Report on Form 8-K will be available on the Internet at our website, http://www.ringenergy.com or at the SEC’s website at http://www.sec.gov.
Q:
Who will pay for the cost of soliciting proxies?
A:
The Company is paying the costs of the solicitation of proxies. The Company may also reimburse brokerage firms, banks, broker-dealers or other similar organizations for the cost of forwarding proxy materials to beneficial owners. In addition, certain of the Company’s directors, officers and regular employees, without additional compensation, may solicit proxies on the Company’s behalf in person, by telephone, by fax or by electronic mail. See “Proxy Solicitation and Costs” in this proxy statement for further information.
Q:
What is “householding” and how does it affect me?
A:
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
If you receive notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy statements, please notify your broker directly or direct your written request to: Travis T. Thomas, Secretary, Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900, The Woodlands, Texas 77380, or by phone at (281) 397-3699.
Q:
Can I obtain an electronic copy of proxy material?
A:
Yes, this proxy statement, the accompanying notice of Special Meeting and the proxy card are available on the Internet at http://www.ringenergy.com or at the SEC’s website at http://www.sec.gov.
Q:
What happens if the Special Meeting is adjourned or postponed?
A:
Although it is not expected, the Special Meeting may be adjourned or postponed for the purpose of

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71 2022 PROXY STATEMENT GAAP TO NON-GAAP RECONCILIATIONS TWELVE MONTHS ENDED DECEMBER 31, 2021 Adjusted EBITDA Net Income $ 3,322,892 Interest expense, net 14,490,473 Unrealized loss on change in fair value of derivatives 25,084,987 Income tax expense 90,342 Depreciation, depletion and amortization 37,167,967 Asset retirement obligation accretion 744,045 Share-based compensation 2,418,323 Adjusted EBITDA $ 83,319,029 Free Cash Flow Adjusted EBITDA $ 83,319,029 Net interest expense (excluding amortization of deferred financing costs) (13,824,591) Capital expenditures (50,994,541) Proceeds from divestiture of oil and natural gas properties 2,000,000 Free Cash Flow $ 20,499,897

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72 RING ENERGY THIS PAGE INTENTIONALLY LEFT BLANK

soliciting additional proxies. Any adjournment or postponement may be made without notice, other than by an announcement made at the Special Meeting, by approval of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the Special Meeting, if a quorum exists, or by the majority of the Board present at the Special Meeting, whether or not constituting a quorum of the Board. Any signed proxies received by the Company will be voted in favor of an adjournment or postponement in these circumstances. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company stockholders who have already sent in their proxies to revoke them at any time prior to their use.
Q:
Who can help answer my other questions?
A:
If you have more questions about the proposals or voting, you should contact Travis T. Thomas, Secretary, Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900, The Woodlands, Texas 77380, telephone (281) 397-3699.

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1725 Hughes Landing Blvd., Suite 900 The Woodlands, TX 77380

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Any statements in this proxy statement regarding the Stronghold Acquisition, future financial and operating results, future capital structure and liquidity, benefits and synergies of the Stronghold Acquisition, the outcomes of converting or not converting the Preferred Stock, future opportunities for the Company, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the Board or management of the Company constitute “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects,” “believes,” “intends,” “anticipates,” “plans,” “forecasts,” “projects,” “objective,” “estimates,” “potential,” “possible,” or “probable” or statements that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved. The forward-looking statements include statements about the expected benefits of the Stronghold Acquisition to the Company and its stockholders, the anticipated completion of the Stronghold Acquisition or the timing thereof, the expected future reserves, production, financial position, business strategy, revenues, earnings, costs, capital expenditures and debt levels of the Company, and plans and objectives of management for future operations. Forward-looking statements are based on current expectations and assumptions and analyses made by the Company and its management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. Forward-looking statements may include statements about:

the possible adverse outcomes and consequences if stockholder approval of the conversion of the Preferred Stock into Common Stock is not obtained;

realized oil and natural gas prices;

the possibility that the anticipated benefits of the Stronghold Acquisition are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the Assets with those of the Company;

our ability to meet our substantial debt servicing requirements including debt incurred in connection with the Stronghold Acquisition;

the possibility that the Stronghold Acquisition may be more expensive to implement than anticipated, including as a result of unexpected factors or events;

business strategy;

oil, natural gas and natural gas liquids (“NGLs”) reserves;

development drilling locations, inventories, projects and programs;

our ability to replace the reserves that we produce through drilling and property acquisitions;

financial strategy, liquidity and capital required for our development program and other capital expenditures;

timing and amount of future production of oil, natural gas and NGLs;

our hedging strategy results;

availability of pipeline connections and transportation facilities on economic terms;

competition, government regulations and political developments;

our ability to obtain permits and governmental approvals when required;

legal, governmental regulatory and environmental matters;

the markets for and our marketing of oil, natural gas and NGLs;

asset, leasehold or business acquisitions on desired terms;

costs of developing properties;

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0 0 0000566394_1 R1.0.0.24 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01) John A. Crum 02) Richard E. Harris 03) Paul D. McKinney 04) Thomas L. Mitchell 05) Anthony B. Petrelli 06) Regina Roesener 07) Clayton E. Woodrum RING ENERGY, INC. 1725 HUGHES LANDING BLVD., SUITE 900 THE WOODLANDS, TX 77380 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Advisory vote to approve named executive officer compensation. 3. To ratify the appointment of Grant Thornton LLP as the Company's auditors for the fiscal year ending December 31, 2022. NOTE: Consideration of any matters which may properly come before the Meeting, or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Yes No Please indicate if you plan to attend this meeting

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GRAPHIC

0000566394_2 R1.0.0.24 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com RING ENERGY, INC. Annual Meeting of Stockholders June 2, 2022 10:00 AM Central Daylight Time This proxy is solicited on behalf of the Board of Directors The undersigned, a stockholder of RING ENERGY, INC. (the "Company"), having received the Notice of Annual Meeting of Stockholders and Proxy Statement dated April 28, 2022, does hereby appoint Travis T. Thomas, as proxy and attorney-in-fact with full power of substitution, for and in the name of the undersigned to represent the undersigned at the Annual Meeting of Stockholders of the Company to be held at Ring Energy’s office building, meeting rooms A&B, ground floor, located at 1725 Hughes Landing Blvd., The Woodlands, TX 77380, on June 2, 2022, at 10:00 AM Central Daylight Time, or at any adjournment or postponement thereof, and to vote all shares of the Company’s voting securities that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side, and all such other business as may properly come before the meeting, as designated below. This Proxy will be voted as directed, or if no contrary direction is indicated, will be voted FOR the election of all directors; FOR Proposal 2; FOR Proposal 3, and as the Board of Directors may recommend on such other business as may properly come before the Annual Meeting of Stockholders. Continued and to be signed on reverse side


general economic conditions and cost inflationary pressures;

credit markets and interest rates;

impact of new accounting pronouncements on earnings in future periods;

estimates of future income taxes and income tax rates;

our estimates and forecasts of the timing, number, profitability and other results of wells we expect to drill and other oil and natural gas activities;

uncertainty regarding our future operating results and our future revenues and expenses;

plans, objectives, expectations and intentions contained in this proxy statement that are not historical;

the duration, spread and severity of COVID-19 and its variants, including the effect of measures to combat the COVID-19 pandemic and its future variants on global oil demand and oil price volatility; and

the other factors and financial, operational and legal risks or uncertainties described in the Company’s public filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.
We disclaim any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, failure to find, acquire or gain access to other discoveries and prospects or to successfully develop and produce from our current discoveries and prospects, geologic risk, drilling and other operating risks, well control risk, regulatory changes, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures and the other risks discussed in the section entitled “Risk Factors” in the Company’s filings with the SEC.
Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers or other qualified estimators. In addition, the results of drilling, testing and production activities may justify upward or downward revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.
Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this proxy statement are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All forward-looking statements speak only as of the date of this proxy statement. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this proxy statement.

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PROPOSAL ONE — APPROVAL OF CONVERSION OF PREFERRED STOCK INTO COMMON STOCK
On July 1, 2022, the Company, as buyer, and Stronghold, as seller, entered into the Purchase Agreement, which was amended on August 4, 2022 to add a Transition Services Agreement. On August 31, 2022, the Company closed the Purchase Agreement and acquired (the “Stronghold Acquisition”) interests in oil and gas leases and related property of Stronghold located in the Central Basin Platform of Texas, for a purchase price (the “Purchase Price”) of $167.9 million in cash, as adjusted to the closing date in accordance with the Purchase Agreement, an additional $15.0 million cash payable six months after closing, the assumption of mark-to-market and unrealized hedge losses of $26.4 million, and stock consideration consisting of 21,339,986 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) and 153,176 shares of the Company’s Series A Convertible Preferred Stock, $0.001 par value per share (“Preferred Stock”), as more fully described below in “— Description of Preferred Stock.”
As indicated above under “About this Proxy Statement”, our Common Stock is traded on the NYSE American, and under applicable rules of the exchange, the Company did not issue or sell to Stronghold under the Purchase Agreement shares of Common Stock in excess of 21,339,986 shares (the “Stock Issuance Cap”), which represented approximately 19.9% of the 107,236,111 shares of our Common Stock that were outstanding immediately prior to the execution of the Purchase Agreement (and currently represents approximately 16.3% of the 130,581,374 shares of Common Stock issued and outstanding as of September 1, 2022). If the Company is able to obtain stockholder approval of the conversion of its outstanding Preferred Stock into Common Stock, it will issue an additional 42,548,903 Excess Shares upon the conversion of the Preferred Stock pursuant to the terms of the Certificate of Designation filed with the Nevada Secretary of State creating the Preferred Stock that was issued at closing, for a total of 63,888,889 shares of Common Stock issued to Stronghold, which we expect to represent approximately 36.9% of the 173,130,277 shares of Common Stock outstanding immediately following such conversion.
Pursuant to the Purchase Agreement, the Company is calling the Special Meeting to submit the Conversion Proposal for consideration, and in connection therewith, the Company has filed this proxy statement with the SEC.
The Stronghold Acquisition was completed and closed on August 31, 2022, after the satisfaction of several customary closing conditions as set forth in the Purchase Agreement. STOCKHOLDER APPROVAL OF THE ISSUANCE OF THE EXCESS SHARES WAS NOT A CONDITION TO THE CLOSING OF THE STRONGHOLD ACQUISITION. The structure for the possible issuance of the Excess Shares through automatic conversion of the Preferred Stock was agreed to by the parties to the Purchase Agreement because of uncertainties between the timing of the closing and the ability to obtain timely stockholder action on the Conversion Proposal.
The Board believes that the Conversion Proposal is in the best interests of the Company and its stockholders and, therefore, unanimously recommends that you vote “FOR” the Conversion Proposal.
Consequences of Not Approving the Conversion Proposal
If stockholder approval of the Conversion Proposal is received, the Company will issue 42,548,903 shares of Common Stock upon the conversion of the Preferred Stock (subject to adjustment, including certain increases including stock splits, stock dividends, rights offerings and similar changes over time in the number of shares of Common Stock into which the Preferred Stock will convert), which will occur automatically upon such approval.
If a stockholder vote does not approve the conversion of the Preferred Stock into shares of Common Stock, the Preferred Stock will remain outstanding and will continue to have all the powers, rights and preferences, and the Company will continue to have the obligations, discussed below. If stockholder approval of the Conversion Proposal is not received pursuant to this proxy statement, the Company will be required to seek further stockholder votes seeking approval of the conversion of the Preferred Stock into shares of Common Stock. If the Preferred Stock has not automatically converted into Common Stock on or before January 31, 2023, then each holder of Preferred Stock will be entitled to receive dividends at an annual rate of 8.0% of the initial liquidation preference per share from the date of issuance. If a cash dividend is not

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declared and paid on any dividend payment date, then the liquidation preference per share of Preferred Stock will be increased by the amount of the unpaid dividend. Therefore, in the event that the Company continues to seek approval for the conversion of the Preferred Stock after January 31, 2023, then the Company would be required to solicit stockholder approval for an increasingly larger number of shares of Common Stock into which the Preferred Stock will convert due to any increases to the liquidation preference per share of Preferred Stock.
The Board unanimously recommends approval of the Conversion Proposal primarily because (i) the Company’s capital structure would be simplified with Common Stock as its only class of outstanding equity securities; (ii) there would be no preferential distribution of 8.0% per annum payable to Preferred Stock holders; (iii) there would be no liquidation preference in favor of Preferred Stock holders; (iv) the Company would avoid its obligation to mandatorily redeem the Preferred Stock for cash 61 months after closing; and (v) the Preferred Stock holders would not have voting rights on extraordinary corporate events, all as described below in this proxy statement.
Description of Preferred Stock Certificate of Designation
The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Preferred Stock is set forth in the Company’s Certificate of Designation of the Series A Convertible Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Nevada Secretary of State on August 30, 2022.
Rank
The Preferred Stock ranks as to dividends or distributions of assets upon the Company’s liquidation, dissolution or winding up, whether voluntarily or involuntarily, as follows:

senior to the Common Stock with respect to dividends and with respect to distributions upon a deemed dissolution, liquidation or winding-up of the Company;

senior to any class or series of the Company’s capital stock after the Preferred Stock is created specifically ranking by its terms junior to the Preferred Stock;

pari passu with any class or series of the Company’s capital stock after the Preferred Stock is created specifically ranking by its terms on a parity with the Preferred Stock; and

junior to any class or series of the Company’s capital stock after the Preferred Stock is created specifically ranking by its terms senior to the Preferred Stock.
Voting Rights
The holders of shares of Preferred Stock generally have no voting rights, except as required by law, and except that the consent of the majority of holders of the outstanding Preferred Stock is required to: (i) create, authorize or issue any equity securities of the Company other than in connection with issuances of junior securities under the Company’s equity incentive plans as in effect at the time of the issuance of the Preferred Stock; (ii) redeem, acquire or make a Company tender offer for any equity securities of the Company (other than in connection with repurchases by the Company in connection with its equity incentive plans); (iii) generally declare or pay dividends or direct or indirect distributions (other than distributions on the Preferred Stock); (iv) generally increase or decrease the size of the Board except as set forth in the Purchase Agreement or any ancillary document thereto; (v) announce, authorize or enter into any agreement related to a material transaction (material acquisitions, mergers, tender offers, business combinations and similar transactions) or change of control of the Company; (vi) amend, repeal, modify, or alter the Company’s Articles of Incorporation or Bylaws in any manner that adversely affects any rights of the holders of Preferred Stock; and (vii) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation.
Distributions
When and if declared by the Board, the Preferred Stock will be entitled to preferred distributions at a rate of 8.0% per annum of the liquidation preference per share, which is initially $1,000 per share, plus any

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accrued and unpaid distributions through the date of conversion, payable each calendar quarter. To the extent distributions are not declared and paid, then on each distribution date the unpaid distribution per share will be added to the per share liquidation preference described below and used for the purpose of the accrual of future distributions, the determination of the liquidation preference and determination of the number of shares of Common Stock issuable on conversion. Notwithstanding the foregoing, no distributions will be paid on the Preferred Stock if it is converted into Common Stock on or before January 31, 2023.
In addition, the holders of Preferred Stock are entitled to receive, and the Company is required to pay, dividends on shares of the Preferred Stock equal (on an as if converted to Common Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.
Conversion and Limitations
The Preferred Stock may not be converted into Common Stock until such time as stockholder approval is received, which is defined as the date requisite approval from holders of capital stock of the Company is received as required at law or under the applicable securities exchange rules (currently the NYSE American Stock Exchange). Upon receiving stockholder approval, each share of issued Preferred Stock will be automatically converted into such number of shares of Common Stock determined by dividing (i) the liquidation preference (described below) as of the conversion date by (ii) the conversion price which is initially $3.60 per share (subject to adjustment for stock splits and distributions, recapitalizations, exchanges and similar actions), such calculation, as so adjusted from time to time, the “Conversion Rate”. The initial Conversion Rate is 277.7778 shares of Common Stock for each share of Preferred Stock.
Liquidation Preference
Upon a liquidation event, the holders of the Preferred Stock are entitled to a “liquidation preference” of $1,000 per share plus any unpaid distributions noted above. A “liquidation event” means (i) any voluntary or involuntary liquidation, dissolution or winding-up of the Company or (ii) the consummation of a change of control (which generally means (x) the acquisition by a person of more than 50% of the combined voting power of the Company); (y) approval of the sale or disposition by the Company of substantially all the assets of the Company; or (z) approval by the stockholders of the Company of any merger, consolidation or statutory share exchanges as a result of the Company stockholders immediately prior to the effective date of such action have less than 50% percent of the voting power in selection of directors of the surviving corporation.
If, on a fully converted basis, the amount that the holders of the Preferred Stock would receive is greater than their liquidation preference, then instead they are to receive the “as-converted” amount meaning the amount such holders would have received if the Preferred Stock had been converted to the number of shares of Common Stock to which they would be entitled as of the liquidation event.
The Certificate of Designation provides that when there is a liquidation event where the proceeds include both cash and property, the holders of Preferred Stock are to receive cash to the extent possible.
Redemption
If the Preferred Stock has not been converted prior to September 30, 2027, the date that is 61 months following the closing of the Stronghold Acquisition on August 31, 2022, to the extent legally permissible, the Company must redeem all outstanding shares of Preferred Stock in cash at the greater of the liquidation preference or the market price of Common Stock that each holder would receive if such holder had fully converted into shares of Common Stock on the redemption date.
Stockholders should carefully review the Certificate of Designation, incorporated by reference herein, that will govern the powers, preferences, rights, qualifications, limitations and restrictions applicable to the Preferred Stock. If stockholder approval of the Conversion Proposal is not obtained pursuant to the solicitation under this proxy statement, the Company intends to seek approval through additional proxy solicitations for the automatic conversion of the Preferred Stock into Common Stock.

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Other Provisions
So long as any shares of Preferred Stock remain outstanding, we have agreed not to take any of the following actions without the affirmative vote or consent of the holders of a majority of the shares of Preferred Stock voting separately as a single class:
(a)
create, authorize (including by way of reclassification, merger, consolidation, subdivision or other similar reorganization) or issue any of our equity securities except with respect to certain employee plans, including additional shares of Series A Preferred Stock;
(b)
redeem, acquire, engage in a tender offer (other than responding to a third-party tender offer as required by applicable law) or otherwise purchase any of our equity securities except with respect to certain employee plans;
(c)
declare or pay, set apart for payment in respect of or make any direct or indirect distribution or distribution (whether in cash, securities or other property) in respect of any equity securities, other than with respect to the Preferred Stock;
(d)
amend, repeal, modify or alter our Articles of Incorporation or Bylaws so as to affect adversely the rights, preferences, privileges or voting or consent rights of the Series A Preferred Stock or the holders of the Series A Preferred Stock;
(e)
announce, authorize or enter into any agreement related to or consummate a material transaction, including (but not limited to) any change of control as such terms are defined in the Certificate of Designation; or
(f)
increase or decrease the size of the Board other than as set forth in the Purchase Agreement or any ancillary documents thereto.

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PROPOSAL TWO — ADJOURNMENT
The Company’s stockholders are being asked to consider and vote on a proposal to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies. The Board believes this proposal to be in the best interests of the Company’s stockholders because it gives the Company flexibility to solicit the vote of additional holders of Common Stock to vote.
The Board recommends that stockholders vote “FOR” Proposal Two to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies.
THE RECENT STRONGHOLD ACQUISITION
General
Even though stockholder approval for completion and closing the Stronghold Acquisition was not required, the Company is providing the following information to provide context and perspective for Company stockholders in their consideration of the Conversion Proposal.
Ring Energy, Inc.
Ring Energy, Inc., a Nevada corporation (the “Company,” “we,” “us” and “our”), is a growth-oriented independent oil and natural gas development and production company based in The Woodlands, Texas. The Company’s operations are all in the upstream segment of the oil and natural gas industry and all its properties are onshore in the United States. The Company’s primary drilling operations target the oil and liquids rich producing formations in the Northwest Shelf, the Central Basin Platform, and the Delaware Basin all of which are part of the Permian Basin in Texas and New Mexico. Our Common Stock is listed on the NYSE American under the trading symbol “REI.” The Company’s principal offices are located at 1725 Hughes Landing Blvd, Suite 900, The Woodlands, Texas 77380, and its telephone number is (281) 397-3699.
Stronghold Energy II Operating, LLC
Stronghold II Royalties, LP
The seller parties under the Purchase Agreement are Stronghold Energy II Operating, LLC, a Delaware limited liability company, and Stronghold II Royalties, LP, a Delaware limited partnership, collectively both companies are referred to herein as “Stronghold”. The majority owners of Stronghold are certain investment funds affiliated with Warburg Pincus LLC (“Warburg”). The remaining ownership of Stronghold consists of current and former members of management of Stronghold as well as “friends and family” and an independent director. Stronghold was formed to acquire, develop and hold oil and gas assets primarily in the Permian Basin of Texas. Stronghold’s principal executive offices are located at 508 West Wall Street, Suite 550, Midland, Texas 79701, and its telephone number is (432) 253-9150.
SUMMARY OF THE RECENT STRONGHOLD ACQUISITION
General
On July 1, 2022, the Company, as buyer, and Stronghold, as seller, entered into the Purchase Agreement. Pursuant to the Purchase Agreement, the Company acquired (the “Stronghold Acquisition”) interests in oil and gas leases and related property of Stronghold located in the Central Basin Platform of Texas, for a purchase price of approximately $465.0 million (as determined on the execution date of the Purchase Agreement), of which $215.0 million was to be in cash (with $15.0 million being deferred for six months from closing), the assumption of mark-to-market unrealized hedge losses of $20.0 million and stock consideration of 21,339,986 shares of the Company’s Common Stock and 153,176 shares of newly created Series A Convertible Preferred Stock (“Preferred Stock”). The Purchase Price was subject to customary purchase price adjustments after the execution date but before the closing using an effective date of June 1, 2022. On July 5, 2022, in connection with the Purchase Agreement, the Company deposited $46.5 million in cash into a third-party escrow account as a deposit pursuant to the Purchase Agreement (the “Deposit Amount”), which was credited against the purchase price upon closing of the Stronghold Acquisition. At the closing of the Stronghold Acquisition therefore the cash portion of the consideration paid by the Company was

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$167.9 million with an additional $15.0 million being deferred for six months after closing and the assumption of mark-to-market unrealized hedge losses of $26.4 million. Also at the closing: (i) $8,250,000 of cash and (ii) 23,249 shares of Preferred Stock were deposited or remained in the third-party escrow account for indemnity obligations, if any, of Stronghold for a limited period of time. The cash, deferred cash, hedge loss assumption and stock are collectively referred to as the “Stronghold Acquisition Consideration.”
Background of the Stronghold Acquisition
The Company has reviewed several potential strategic and accretive acquisitions that could improve its balance sheet, oil and gas reserves and revenue as part of its growth strategy since its existing management team joined the Company in the fourth quarter of 2020. The Company hired Raymond James & Associates, Inc. (“Raymond James”) and Truist Securities, Inc. (“Truist”) as buy-side advisors during the first quarter of 2021 to assist it to identify, evaluate, and pursue potential acquisition opportunities. Stronghold was one of several companies identified by both advisors as a potential acquisition candidate. After completing an internal evaluation of Stronghold using public information, the Company and the advisors agreed to advance its pursuit of a potential transaction with Stronghold.
In October 2021, Jim Warren, a representative of Truist, contacted David Habachy, who at the time was a representative of Warburg Pincus LLC, the principal member/owner of Stronghold. Later that month, Mr. Habachy introduced Paul McKinney, CEO and Chairman of the Company, to Steve and Caleb Weatherl, members and officers of Stronghold. On October 19, 2021, the Company and Stronghold entered into a confidentiality agreement.
Throughout the months of November and December 2021, the Company’s representatives including the A&D team and the Executive Team evaluated Stronghold’s oil and gas assets, operations and future prospects and received input and analyses from its two financial advisors.
In December 2021, the Company was advised that Stronghold intended to engage a major investment bank to conduct a sales process regarding Stronghold’s assets. On January 18, 2022, the Company submitted a letter of intent to Stronghold regarding the purchase of Stronghold’s assets. Stronghold rejected the letter of intent on January 24, 2022, because the letter included an inadequate purchase price.
Beginning in February 2022, Stronghold’s investment bank instituted a sales process to invite offers from multiple potential bidders. During the entire month of April 2022, the Company engaged in discussions and then negotiations with several commercial banks regarding their potential participation in the financing of the Stronghold acquisition. On May 4 and May 5, 2022, at a regularly scheduled Board meeting of the Company, the Company’s directors were updated on the management team’s desire to submit an offer in the Stronghold bidding process. After being updated by email on May 12, 2022, the Board authorized management to submit a non-binding letter of intent in the Stronghold sales process with a proposed purchase price of $460.0 million consisting of $210.0 million in cash and $250.0 million in the Company’s Common Stock. On May 17, 2022, the Company submitted a formal bid for Stronghold’s assets pursuant to the sales process. Shortly thereafter, the Company was advised that it was among the top bidders and it should submit its best and final offer for the Stronghold assets. On May 24, 2022, the Company submitted a letter of intent to purchase the Stronghold assets for a price of $460.0 million consisting of $210.0 million cash, assumption of Stronghold’s hedge liabilities of $20.0 million and $230.0 million of the Company’s Common Stock along with a willingness to make a cash deposit of 10% of the purchase price, all subject to the negotiation and execution of a customary purchase and sale agreement.
On May 26, 2022, representatives of Stronghold’s investment banker informed the Company that its bid set forth in the May 24, 2022 letter of intent was generally acceptable and on May 31, 2022 representatives of the Company and Stronghold met in the offices of Stronghold’s counsel to begin the process of finalizing a purchase and sale agreement relating to the Company’s purchase of the Stronghold assets. See “The Purchase and Sale Agreement” below.
Early on in the negotiations and finalization of the Purchase Agreement, the parties were advised that the number of shares of the Company’s Common Stock required to be issued as part of the purchase price would exceed 20% of the total number of its then outstanding Common Stock, thereby triggering Rule 712(b) of the NYSE American. That rule requires stockholder approval of such issuance.

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In an effort to expedite closing despite the constraints imposed by the NYSE American stock issuance limitation, the parties negotiated for stock consideration either to consist (i) only of Common Stock at closing, subject to stockholder approval at a meeting to take place between the signing of the Purchase Agreement and the closing of the Stronghold Acquisition or (ii) (A) of an amount of Common Stock equal to 19.9% of the Company’s total Common Stock outstanding as of the date of the agreement, and (B) the balance of the Common Stock consideration to be issued in the form of Preferred Stock that would automatically convert following approval of the Company’s stockholders at a meeting to be held shortly following the closing of the Stronghold Acquisition. In connection with the negotiations of the terms of the Purchase Agreement, the terms of the conversion mechanics, liquidation preference, mandatory redemption, voting and consent rights, corporate governance, director nomination rights, registration rights, a lock-up period and other features of the Preferred Stock were negotiated by the parties primarily by reference to comparable public company transactions involving the issuance of stock for the purchase of assets. The Series A Convertible Preferred Stock is discussed in detail above, see “Proposal One — Approval of Conversion of Preferred Stock into Common Stock — Description of Preferred Stock Certificate of Designation.”
The parties exchanged drafts of the Purchase Agreement several times during the course of negotiations. On June 10, 2022, Stronghold sent a revised draft of the Purchase Agreement to reflect the May 31st discussions. The Company provided a return draft of the Purchase Agreement on June 17, 2022. Stronghold sent a revised draft of the Purchase Agreement on June 23, 2022. The Company provided comments to the Purchase Agreement on June 30, 2022. The parties exchanged several drafts of the Purchase Agreement between June 30, 2022 and the signing of the Purchase Agreement on July 1, 2022. Throughout the process, the parties had several negotiation calls to work through material commercial issues. During the course of negotiations, Ring revised the consideration offer to (i) $215.0 million in cash (with $15.0 million in deferred cash consideration), (ii) $20.0 million in hedge loss assumption and (iii) $230.0 million in stock consideration. The Purchase Agreement was executed and delivered by the Company and Stronghold on July 1, 2022. On July 5, 2022, the Company issued a press release announcing the Purchase Agreement.
After the execution and announcement of the Purchase Agreement, the parties evaluated whether a stockholder meeting should be held prior to or after the closing of the Stronghold Acquisition. Due to the timing considerations involved in the preparation of financial statements and other regulatory filing requirements, the parties deemed it impracticable to hold a stockholder meeting prior to the closing of the Stronghold Acquisition. The parties agreed that the Preferred Stock would be issued at closing, with a stockholder meeting to be held shortly after closing.
The Company filed the Certificate of Designation on August 30, 2022. After the expiration of 45-day title and environmental due diligence periods, the Stronghold Acquisition was closed on August 31, 2022.
Recommendation of the Board of Directors and Their Reasons for the Purchase Agreement
Executing, delivering, performing, and closing of the Purchase Agreement was within the powers of the Board of Directors under the Company’s Articles of Incorporation, its bylaws, and Chapter 78 of the Nevada Revised Statutes (the Nevada business corporation law). The Company’s Board unanimously adopted resolutions determining and declaring that (i) the Purchase Agreement and the transactions contemplated thereby, including the Stronghold Acquisition, were fair to, advisable and in the best interests of the Company and its stockholders and that the Purchase Agreement be executed, delivered and closed, (ii) that a two step process be utilized to meet Rule 712(b) of the NYSE American rules regarding stockholder approval of the issuance of 20% or more of the Company’s Common Stock, (iii) that a new Series A Convertible Preferred Stock be created pursuant to the Company’s Articles of Incorporation, and (iv) that 153,176 shares of such Preferred Stock be authorized and issues in accordance with the Purchase Agreement convertible into 42,548,903 fully paid and non assessable shares of the Company’s Common Stock; and a special meeting of the Company’s stockholders be called as soon as reasonably practicable to solicit approval of the automatic conversion of the Preferred Stock into Common Stock. Therefore, this proxy statement is not soliciting stockholder approval of the Stronghold Acquisition which closed on August 31, 2022, but merely the approval to issue shares of the Company’s Common Stock upon conversion of shares of newly created Preferred Stock into Common Stock in accordance with NYSE American rules.

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The Board considered a variety of factors in determining its action in authorizing the Purchase Agreement, including without limitation the following material factors:

the Board, assisted by its legal and financial advisors, and management, was active in each phase of the negotiations and the decision-making process leading to the Purchase Agreement;

the opinion dated July 1, 2022 of Mizuho Securities USA LLC to the effect that, as of such date and subject to the assumptions made, procedures followed, matters considered and other limitations considered in connection with the preparation thereof, the Stronghold Acquisition consideration to be issued and paid by the Company in the Stronghold Acquisition was fair to the Company from a financial point of view;

Stronghold has a well-established and high-quality asset base that includes:

approximately 37,000 net acres primarily in Crane County, Texas;

approximately 99% of the properties are operated and held-by-production; 99% are working interests; averaging an 8/8ths net revenue interest of approximately 88% for oil and 96% for gas;
���
production as of June 1, 2022 was approximately 9,000 MBoe/d (approximately 75% liquids); and

approximately 200 low cost and low risk drilling locations; approximately 200 identified recompletions in stacked pay areas; and over 100 step out locations.

the Board’s belief that the Common Stock to be issued as part of the purchase price for the Stronghold assets and the seller’s willingness to accept the Company’s Common Stock and Preferred Stock (and the two step process for conversion of the Preferred Stock) was an acquisition technique of advantage to the Company;

the Board’s belief that the assets available in the Stronghold Acquisition were complementary to those already held by the Company and would be acquired at an attractive price relative to other potential opportunities in the market;

the Board’s belief that the Stronghold Acquisition would be a significant step in the Company’s growth strategy;

the potential to realize operational synergies and efficiencies from the increased scale of operations from the Stronghold Acquisition;

the Board’s belief that the Company’s post-acquisition market capitalization should enhance its future access to debt and equity capital markets on more favorable terms; and

current industry, economic and market conditions, and the present and anticipated environment in the independent upstream sector of the oil and gas industry suggest that attractive potential acquisition and development opportunities may arise in the sector for companies like the Company that are able to achieve superior operating efficiencies and are sufficiently capitalized to operate in the current commodity price environment and its volatility from time to time.
The Board considered other information and a number of additional factors in reaching their decisions including:

the business, legal and financial due diligence investigations of Stronghold conducted by our management in consultation with our advisors, and the nature and extent of the representations made by Stronghold in the Purchase Agreement;

the recommendation of our management in favor of the Stronghold Acquisition;

the opportunity during the 45-day period following the execution of the Purchase Agreement to identify possible title and environmental defects and the purchase price adjustment mechanism to deal with any such defects;

the relative attractiveness of the Stronghold assets to other oil and gas assets then being marketed by third parties in the Company’s geographic operating area; and

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the terms of the Purchase Agreement, including the obligations and rights of the parties under the Purchase Agreement, the conditions to each parties’ obligation to complete the Purchase Agreement, the circumstances in which each party was permitted to terminate such agreement.
The Board also considered, and balanced against the potentially positive aspects of the Stronghold Acquisition, the following material potential risks and other negative factors in connection with its deliberations:

the risks attendant to the rights and preferences of the Preferred Stock that will exist if stockholder approval of its conversion is not timely obtained or is not obtained at all, see “Proposal One — Approval of Conversion of Preferred Stock into Common Stock — Consequences of Not Approving the Conversion Proposal”;

the risks relating to the closing of the Stronghold Acquisition and the risks and costs to us if the integration of the Stronghold Acquisition is not timely, which may be for reasons beyond our control, including the potential impact on the relationships between us and our employees, industry partners, service providers and other third parties, as well as the potential impact on the public trading prices of our Common Stock;

the level of obligations and servicing of obligations related to incremental debt incurred in connection with the Stronghold Acquisition;

the possibility of a significant decrease in oil or natural gas prices resulting in the Stronghold assets being less desirable from a financial point of view;

the risk that management focus, employee attention and resources available for other strategic opportunities could be diverted for an extended period of time while we work to integrate the Stronghold Acquisition;

the challenges inherent in the integration of the Stronghold assets, including the attendant risks that the anticipated production and operational synergies and other benefits sought to be obtained from the Stronghold Acquisition might not be achieved in the time frame contemplated by us, if at all; and

the risks inherent in our and Stronghold’s business and operations, including those identified in our SEC filings, which include the matters described above under “Cautionary Statement Concerning Forward-Looking Statements” and below under “Risk Factors”.
This discussion of the information and factors considered by our Board in reaching their decision includes certain of the material factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by each member of the Board. In view of the wide variety of factors considered in connection with their evaluation of the Stronghold Acquisition and the complexity of these matters, the Board did not consider it practical, nor did they attempt, to quantify, rank or otherwise assign relative weights to the different factors they considered in reaching their decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to their ultimate determination. Rather, the Board viewed their decision as being based on the totality of the information presented to them and the factors they considered, particularly its discussion with, and the questioning of, members of management and its outside financial and legal advisors. In addition, individual members of the Board may have given different weight to different factors.
The foregoing discussion of the information and factors considered by the Board is forward-looking in nature and should be read in light of the factors described above in the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”
Common Stock and Dividend Information
The closing price of our Common Stock reported on the NYSE American on September 22, 2022 was $2.52 per share. On September 1, 2022, we had 130,581,374 issued and outstanding shares of Common Stock (giving effect to the issuance of the Common Stock to Stronghold at the closing of the Stronghold

17


Acquisition), which were held by approximately 75 holders of record. Holders of record do not include owners for whom Common Stock may be held in “street” name.
We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors that our Board considers relevant. In addition, our existing revolving credit agreement places restrictions on our ability to pay cash dividends on our Common Stock.
Opinion of Mizuho Securities USA LLC, Financial Advisor to the Board
Pursuant to an engagement letter dated June 27, 2022, the Board formally engaged Mizuho Securities USA LLC (“MSUSA”) as its financial advisor in connection with the Stronghold Acquisition.
On July 1, 2022, MSUSA rendered its oral opinion to the Board which was subsequently confirmed in writing by delivery of MSUSA’s written opinion dated the same date, that, as of July 1, 2022, the consideration consisting of cash payments amounting to, in the aggregate, $215.0 million, subject to normal closing adjustments, the assumption of derivative liabilities valued at $20.0 million as of July 1, 2022, and 21,339,986 shares of Common Stock and 153,176 shares of Preferred Stock convertible into approximately 42,548,903 shares of Common Stock to be issued and paid by the Company in the Stronghold Acquisition was fair, from a financial point of view, to the Company.
MSUSA’s opinion was for the information and use of the Board in connection with its evaluation of the Stronghold Acquisition. MSUSA’s opinion only addressed the fairness, from a financial point of view, to the Company of the Stronghold Acquisition Consideration to be issued and paid by the Company and did not address any other aspect or implication of the Stronghold Acquisition. The summary of MSUSA’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, matters considered and limitations and qualifications on the review undertaken by MSUSA in connection with the preparation of its opinion. However, neither MSUSA’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation to the Board or any Company stockholder as to how they should act on any matter relating to the Stronghold Acquisition including Proposal One — Approval of Conversion of Preferred Stock into Common Stock.
MSUSA is a trade name of Mizuho Securities USA LLC, an investment banking subsidiary and affiliate of Mizuho Financial Group, Inc. The Company retained MSUSA as its financial advisor in connection with the Stronghold Acquisition based on MSUSA’s experience and reputation. MSUSA is regularly engaged to provide investment banking and financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Upon rending the opinion, the Company paid MSUSA a fee of $1.0 million. In addition, the Company reimbursed MSUSA for certain expenses and agreed to indemnify MSUSA and certain related parties against certain liabilities and other items that may arise out of or relate to MSUSA’s engagement. The issuance of MSUSA’s opinion was approved by an authorized committee of MSUSA.
MSUSA and its affiliates provide a wide range of investment and commercial banking advice and services, including financial advisory services, securities underwritings and placements, securities sales and trading, brokerage advice and services, and commercial loans. During the two years preceding the date of MSUSA’s written opinion:
(i)
(A) In the two years prior to the date of the opinion, MSUSA and its affiliates have received aggregate fees of $0.00 from the Company.
(B) Mizuho Bank, Ltd. (“Mizuho Bank”), an affiliate of MSUSA, was one of four lenders on a reserve based lending facility to the Company in an aggregate amount of $600.0 million. Mizuho

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Bank’s commitment on the facility was $150.0 million. Mizuho Bank received fees of 200 basis points on the commitment, plus 75 basis points on the amount that Mizuho Bank will retain on its books after syndication.
(C) MSUSA received a fee of $1.0 million for its advisory and fairness opinion services in the Stronghold Acquisition.
(ii)
In the two years prior to the date of the opinion, MSUSA and its affiliates have received aggregate fees of $41.0 million from Warburg Pincus, a controlling stockholder of Stronghold. This includes both revenue directly received from Warburg Pincus and revenues received from Warburg Pincus portfolio companies. The revenue includes both fee and flow revenue.
(iii)
In the two years prior to the date of the opinion, MSUSA and its affiliates have received aggregate fees of $0.00 from Stronghold.
Board of Directors and Management of the Company Following Completion of the Stronghold Acquisition
Upon closing of the Stronghold Acquisition, Stronghold possessed the right to designate two directors to the Board. On September 1, 2022, Roy Ben-Dor and David Habachy were appointed to the Company’s Board. Following the Stronghold Acquisition, so long as Stronghold continues to beneficially own at least 15% of our issued and outstanding Common Stock (taking into account their ownership of the Preferred Stock on an as converted basis), it shall have the right to designate two directors to the Company’s Board. If Stronghold holds less than 15% of our outstanding Common Stock but at least 10%, it shall have the right to designate one director, and the Company shall use its best efforts to nominate, recommend and cause such persons to be elected to the Board. Executive management will remain unchanged after the Stronghold Acquisition. Additionally, the Company will continue to be headquartered in The Woodlands, Texas.
Interests of Certain Persons in the Stronghold Acquisition
On September 1, 2022, as described above, Roy Ben-Dor and David Habachy were appointed to the Company’s Board pursuant to the Stronghold’s director nomination rights. Mr. Ben-Dor is a managing director of Warburg, which manages certain investment funds holding a controlling interest in Stronghold. Mr. Habachy was formerly employed at Warburg. Based on the capitalization of the Company as of the closing of the Stronghold Acquisition and the Common Stock issuable on conversion of the Preferred Stock at the initial conversion rate, would result in Stronghold owning approximately 36.9% of our outstanding Common Stock after giving effect to such issuance and conversion.
Because Mr. Ben-Dor and Mr. Habachy did not join the Company’s Board until after the consummation of the Stronghold Acquisition, they did not participate in their capacity as directors in discussions of, or vote with respect to matters related to, the Stronghold Acquisition, and were not members of the Board when the Board voted to recommend approval by our stockholders of the proposals in this proxy statement.
Except as described above, no person who has served as an officer or director of the Company since the beginning of our last fiscal year, and no associate of such a person, has any substantial interest in the Stronghold Acquisition, other than (i) as a result of his or her role as an officer or director of the Company or (ii) in his or her role as a stockholder of the Company in proportion to his or her percentage shareholding.
Regulatory Filings and Approvals Required for Completion of the Stronghold Acquisition
The completion of the Stronghold Acquisition was subject to antitrust review in the United States. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated thereunder, the acquisition could not be completed until the parties have given notification and furnished information to the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), and until the applicable waiting period has expired or has been terminated.
On July 15, 2022, the Company and Stronghold each filed a premerger notification and report form under the HSR Act. A transaction notifiable under the HSR Act may not be consummated until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Act notification forms, unless extended by a request for additional information or the waiting period is terminated

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earlier. The HSR Act waiting period expired on August 14, 2022 with no requests for additional information or objections raised by either the FTC or the DOJ.
At any time after consummation of the acquisition, the FTC or the DOJ, or any state, could however take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking the divestiture of assets of the Company. Private parties may also seek to take legal action under antitrust laws under certain circumstances.
Treatment of Equity Awards
The Stronghold Acquisition will not affect any outstanding equity awards made by the Company, other than reduced ownership and voting power as a result of the issuance of Common Stock (including upon conversion of the Preferred Stock) to Stronghold as consideration for the Stronghold Acquisition. See “Risk Factors — Our current stockholders will have a reduced ownership and voting power after the Stronghold Acquisition.” All such awards will remain outstanding subject to the same terms and conditions that are applicable prior to the Stronghold Acquisition.
No Appraisal Rights
The Company stockholders do not have any rights to appraisal with respect to the Stronghold Acquisition or the NYSE American approval under Nevada law.
Accounting Treatment of the Stronghold Acquisition
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Stronghold Acquisition will be accounted for as an asset acquisition in accordance with Accounting Standards Codification Topic 805, Business Combinations. The fair value of the consideration paid by Ring and the allocation of that amount to the underlying assets acquired is recorded on a relative fair value basis. Additionally, costs directly related to the Stronghold Acquisition are capitalized as a component of the purchase price. The preliminary allocation of the total purchase price in the Stronghold Acquisition is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of the closing date of the transaction using currently available information and market data as of August 31, 2022. The operating results of Stronghold will be consolidated in our financial statements beginning on the date of the closing of the Stronghold Acquisition.
Listing of Shares of Common Stock
Completion of the Stronghold Acquisition required that the Company deliver evidence reasonably satisfactory to Stronghold that it (A) had filed a supplemental listing application with the NYSE American with respect to the issuance of the Common Stock to be issued in the Stronghold Acquisition and (B) the Common Stock had been approved and authorized for listing on the NYSE and both were completed prior to the closing of the Stronghold Acquisition on August 31, 2022.
If the Company stockholders approve the Conversion Proposal, the Company will file an additional supplemental listing application with the NYSE American with respect to the issuance of the Common Stock upon conversion of the Preferred Stock.

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RISK FACTORS
In addition to the other information included and incorporated by reference into this proxy statement, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements,” you should carefully consider the following risks. In addition, you should read and consider the risks associated with our business. Descriptions of some of these risks can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement. You should also read and consider the other information in this proxy statement and the other documents incorporated by reference into this proxy statement. See the sections entitled “Information Incorporated by Reference” and “Where You Can Find More Information.”
Risks Relating to the Conversion Proposal and the Stronghold Acquisition
If the Conversion Proposal is not approved by stockholders at this time, the Company’s stockholders may be subject to increasingly higher rates of dilution from a future conversion of the Preferred Stock or may be required to redeem all outstanding shares of Preferred Stock for cash.
If the Conversion Proposal is not approved at the Special Meeting (or subsequent meetings), the Preferred Stock will remain outstanding with all terms, rights and privileges currently existing, including (i) certain dividend payments or increases to the liquidation preference of the shares of the Preferred Stock and (ii) mandatory redemption of the Preferred Stock for cash on September 30, 2027, 61 months following the closing of the Stronghold Acquisition.
If a stockholder vote does not approve the conversion of the Preferred Stock into shares of Common Stock, the Preferred Stock will remain outstanding and will continue to have all the powers, rights and preferences discussed below. If stockholder approval of the Conversion Proposal is not received pursuant to this proxy statement, the Company will be required to seek further stockholder votes seeking approval of the conversion of the Preferred Stock into shares of Common Stock. If the Preferred Stock has not automatically converted into Common Stock on or before January 31, 2023, then each holder of Preferred Stock will be entitled to receive dividends at an annual rate of 8.0% of the initial liquidation preference per share from the date of issuance. If a cash dividend is not declared and paid on any dividend payment date, then the liquidation preference per share of Preferred Stock will be increased by the amount of the unpaid dividend. Therefore, in the event that the Company continues to seek approval for the conversion of the Preferred Stock after January 31, 2023, then the Company would be required to solicit stockholder approval for an increasingly larger number of shares of Common Stock into which the Preferred Stock will convert due to any increases to the liquidation preference per share of Preferred Stock.
The Preferred Stock could significantly affect our ability to undertake certain corporate events.
So long as any shares of Preferred Stock remain outstanding, we have agreed not to take any of the following actions without the affirmative vote or consent of the holders of a majority of the shares of Preferred Stock voting separately as a single class:
(a)
create, authorize (including by way of reclassification, merger, consolidation, subdivision or other similar reorganization) or issue any of our equity securities except with respect to certain employee plans, including additional shares of Series A Preferred Stock;
(b)
redeem, acquire, engage in a tender offer (other than responding to a third-party tender offer as required by applicable law) or otherwise purchase any of our equity securities except with respect to certain employee plans;
(c)
declare or pay, set apart for payment in respect of or make any direct or indirect distribution or distribution (whether in cash, securities or other property) in respect of any equity securities, other than with respect to the Preferred Stock;
(d)
amend, repeal, modify or alter our Articles of Incorporation or Bylaws so as to affect adversely the rights, preferences, privileges or voting or consent rights of the Series A Preferred Stock or the holders of the Series A Preferred Stock;

21


(e)
announce, authorize or enter into any agreement related to or consummate a material transaction, including (but not limited to) any change of control as such terms are defined in the Certificate of Designation; or
(f)
increase or decrease the size of the Board other than as set forth in the Purchase Agreement or any ancillary documents thereto.
Therefore, as long as the Preferred Stock remains outstanding, the Company may be required to seek separate approval by the holders of the Preferred Stock before the Company executes certain strategic transactions, which may increase the complexity and costs associated with the execution of such strategic transactions and may adversely impact the Company’s business and financial results. The holders of the shares of Preferred Stock may also have a significant influence on the management of the Company’s finances, operations, cash management and corporate governance.
The market price of our Common Stock may decline in the future as a result of the Stronghold Acquisition.
The market price of our Common Stock may decline in the future as a result of the Stronghold Acquisition for a number of reasons, including the dilutive impact of the issuance of the shares of Common Stock, including upon conversion of the Preferred Stock, as consideration for the Stronghold Acquisition, the unsuccessful integration of Stronghold’s assets with those of the Company and our failure to achieve the perceived benefits of the Stronghold Acquisition, including financial and operating results, as rapidly as, or to the extent anticipated by, financial or industry analysts. Some of these factors are beyond our control.
Our current stockholders have reduced ownership and voting power as a result of the Stronghold Acquisition.
Stockholders who owned shares of Common Stock prior to the closing of the Stronghold Acquisition have a lower percentage ownership and correspondingly reduced voting power than they held immediately prior to the Stronghold Acquisition. As a result of the Common Stock that we have issued and expect to issue in conversion of our Preferred Stock, such pre-Stronghold Acquisition stockholders will hold approximately 63% of the Company’s total voting power. Therefore, the Company’s pre-Stronghold Acquisition stockholders have significantly less ability to influence significant corporation decisions that require approval of holders of the outstanding Common Stock.
If the shares of Preferred Stock do not convert into shares of Common Stock pursuant to the Conversion Proposal, then the holders of such shares of Preferred Stock will also continue to maintain certain voting and consent rights. See “— The Preferred Stock could significantly affect our ability to undertake certain corporate events.”
We may be unable to successfully integrate Stronghold’s assets and operations or to realize anticipated cost savings, revenues or other benefits from the Stronghold Acquisition.
Our ability to achieve the anticipated benefits of the Stronghold Acquisition will depend in part upon whether we can successfully integrate the assets and operations into our existing business in a timely, efficient and effective manner. The beneficial acquisition of producing and non-producing properties and undeveloped acreage that can be economically developed, requires an assessment of several factors, including:

recoverable reserves;

future oil and natural gas prices and their market differentials;

availability and cost of transportation of production to markets;

availability and cost of drilling and completion equipment and of skilled personnel;

development and operating costs and potential environmental and other liabilities; and

regulatory, permitting and similar matters.
The accuracy of these assessments is inherently uncertain. In connection with these assessments, we have performed, and will continue to perform, a review of the properties of Stronghold that we believe to be generally consistent with reasonable industry practices. Our review may not reveal all existing or potential

22


problems or permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections will not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. The integration process may be subject to delays or changed circumstances, and we can give no assurance that the acquired properties will perform in accordance with our expectations or that our expectations with respect to integration or cost savings resulting from added scale as a result of the Stronghold Acquisition will materialize. Significant acquisitions, including the Stronghold Acquisition, and other strategic transactions may involve other risks that may cause negative impacts on our business, including:

diversion of our management’s attention resulting in the inability to fully evaluate, negotiate and integrate other significant acquisitions and strategic transactions;

the operational challenges and cost of integrating the assets and operations acquired in the Stronghold Acquisition with existing assets and operations while carrying on our ongoing business; and

the failure to realize the full benefit that we expect in estimated proved reserves, production volume, cost savings from operating synergies or other benefits anticipated from the Stronghold Acquisition, or to realize these benefits within the expected time frames.
We have limited recourse against Stronghold regarding the properties acquired in the Stronghold Acquisition for losses and liabilities arising or discovered after closing of the Stronghold Acquisition.
Under the terms of the Purchase Agreement, we have only limited recourse against Stronghold for losses and liabilities arising or discovered after the closing of the Stronghold Acquisition. We have limited indemnification rights in the event of a breach of a representation, warranty or covenant by Stronghold. We also have limited rights to assert title defects or environmental defects, and any claims for title or environmental defects which were not timely and properly asserted by us by 5:00 pm CT on August 15, 2022 have been deemed waived. As is customary in oil and gas transactions, we have agreed to assume various liabilities associated with Stronghold’s oil and gas assets, including environmental liabilities, plugging and abandonment obligations, and unpaid royalties, regardless of when such liabilities arose.
The representations and warranties provided by Stronghold are limited as to scope and in many cases, qualified by knowledge and materiality thresholds. We must bring any claims for indemnification for a breach of a representation or warranty not involving title and environmental defects within the time period after the closing specified in the Purchase Agreement, and for most representations and warranties, this time period generally ends twelve months after closing of the Stronghold Acquisition.
Indemnification claims related to breaches of non-fundamental representations of Stronghold are subject to an individual claim threshold of $100,000 and Stronghold is only required to indemnify us for claims totaling in excess of 2.0% of the unadjusted base purchase price for such claims. In addition, our right of recovery in most circumstances relating to a breach of a non-fundamental representations is limited to 20% of the unadjusted purchase price. Indemnity claims are to be first satisfied through the deferred cash consideration, then the Preferred Stock holdback amount and finally, the cash holdback amount. Six months after the closing date, the cash holdback amount is released from the indemnity escrow (subject to any unresolved claims that are not satisfiable through the Preferred Stock holdback amount). We have conducted considerable diligence on the properties acquired in the Stronghold Acquisition, but our diligence may not have uncovered all events or conditions that might negatively affect the value of the Assets within such time periods. The short period for asserting claims for indemnification increases the likelihood that we may incur or uncover liabilities for which we have no recourse.
The Company has incurred a substantial amount of indebtedness and other payment obligations in connection with the financing for the Stronghold Acquisition.
In connection with the Stronghold Acquisition, we have amended and restated our credit facility to increase the total borrowing capacity to $1,000,000,000 with an initial borrowing base of approximately $600.0 million (up from a $350.0 million borrowing base).
As of June 30, 2022, we had borrowings of $270.0 million outstanding on the credit facility, we borrowed approximately an additional $168.0 million in order to fund the cash portion of the purchase

23


price of the Stronghold Acquisition. The credit facility is secured by a first lien on substantially all of the Company’s assets including those acquired in the Stronghold Acquisition.
We cannot guarantee that we will be able to generate sufficient cash flow to service and repay our indebtedness under the credit facility. If we are unable to service such indebtedness and fund our operations, we may be forced to reduce or delay capital expenditures, seek additional capital, sell assets or refinance our indebtedness. Any such actions may not be successful or may be on terms disadvantageous to us and our stockholders. A default by us on this indebtedness would have a material adverse effect on our business, financial condition, results of operations, cash flows and/or share price. In addition, an uncured default on the obligations under the credit facility could lead to the lenders under the credit facility enforcing their security interest rights, including seizing the collateral securing the loan.
The financial analyses and forecasts considered by the Board and its financial advisor may not be realized, which may adversely affect the market price of the Common Stock.
In performing its financial analyses and rendering its opinion regarding fairness, from a financial point of view of the Stronghold Acquisition Consideration, at the direction of the Board, the financial advisor to the Board relied on, among other things, internal forecasts and projections provided to it. The forecasts were prepared by the Company management. None of these analyses and forecasts was prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the Company. There can be no assurance that the Company’s financial condition or results of operations will be consistent with those set forth in such analyses and forecasts, which could have a material impact on the market price of the Common Stock.
The pro forma condensed combined financial information incorporated by reference in this proxy statement is presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Stronghold Acquisition.
The pro forma condensed combined financial information incorporated by reference in this proxy statement is presented for illustrative purposes only, is based on various adjustments, assumptions and preliminary estimates and may not be an indication of our financial condition or results of operations following the Stronghold Acquisition. See “Information Incorporated by Reference.” The actual financial condition and results of operations of the Company following the Stronghold Acquisition may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the Stronghold Acquisition. Any potential decline in our financial condition or results of operations may adversely affect the market price of our Common Stock.
Risks Relating to the Company’s Business
You should read and consider risk factors specific to the Company’s business that will also affect the Company after the completion of the Stronghold Acquisition. These risks are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which is incorporated by reference herein. For the location of information incorporated by reference in this proxy statement, please see the section entitled “Information Incorporated by Reference” and “Where You Can Find More Information.”

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THE PURCHASE AND SALE AGREEMENT
The following summarizes material provisions of the Purchase Agreement. This summary does not purport to be complete and may not contain all of the information about the Purchase Agreement that is important to you. The rights and obligations of the parties were governed by the express terms and conditions of the Purchase Agreement and not by this summary or any other information contained in this proxy statement. This summary is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Annex A to this proxy statement.
In reviewing the Purchase Agreement and this summary, please recognize that they have been included to provide you with background information and are not intended to provide any other factual information about the Company or Stronghold. The Purchase Agreement contains representations and warranties and covenants made by each of the parties thereto. These representations and warranties have been made solely for the benefit of the other parties to the Purchase Agreement and:

were not intended as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors; and

disclosure schedules to the Purchase Agreement may have materially qualified certain representations and warranties.
Moreover, information concerning the subject matter of the representations and warranties in the Purchase Agreement and described below may have changed since the date of the Purchase Agreement and subsequent developments or new information qualifying a representation or warranty may not have been included in this proxy statement. See “Where You Can Find More Information.”
General
In general, the Purchase Agreement provided for the acquisition by the Company of interests in oil and gas leases, wells, equipment and related property of Stronghold located in the central basin platform of the Permian Basin, Texas, principally in Crane County, Texas (the “Assets”). This is and has been referred to herein as the “Stronghold Acquisition” which was completed and closed on August 31, 2022. The Purchase Agreement had an effective time of 12:01 a.m., Central Time, on June 1, 2022 for purposes of allocating revenues and property expenses, the “Effective Time.”
The cash portion of the purchase price was subject to adjustment under the Purchase Agreement by increases or decreases in several operating and other categories to take into account matters occurring before and after the Effective Time. As a result of these adjustments and giving effect to the (i) cash deferral of $15.0 million; (ii) the Deposit Amount credit of $46.5 million (net of the indemnity holdback of $8,250,000), the Company paid a total of $167.9 million cash at closing in addition to issuing the shares of Common Stock and Preferred Stock mentioned above.
The value of the Company’s shares of Common Stock, and the conversion value of Preferred Stock at execution of the Purchase Agreement on July 1, 2022 was determined to be $3.60 per share which was the volume weighted average price of the Common Stock over the 20 trading days immediately preceding the execution date. The trading price of the Company’s Common Stock on August 30, 2022 (the day before the August 31, 2022 closing date of the Purchase Agreement) of $3.12 per share was used for accounting purposes, which price varied from the price used at execution of the Purchase Agreement on July 1, 2022.
Certain Ordinary-Course Costs and Revenues
(a)   With respect to revenues earned or property costs incurred with respect to the Assets attributable to the time period prior to the Effective Time:
(i)   Stronghold was entitled to all amounts earned from the sale, during the period up to but excluding the Effective Time, of hydrocarbons produced from, or attributable to, the Assets; and

25


(ii)   Stronghold was responsible for (and entitled to any refunds and indemnities with respect to) all property costs incurred prior to the Effective Time.
(b)   With respect to revenues earned or property costs incurred with respect to the Assets from and after the Effective Time:
(i)   the Company was entitled to all amounts earned from the sale, during the period from and after the Effective Time, of hydrocarbons produced from, or attributable to, the Assets; and
(ii)   the Company was responsible for (and entitled to any refunds and indemnities with respect to) all property costs incurred from and after the Effective Time.
AGREEMENTS RELATED TO THE STRONGHOLD ACQUISITION AND THE PREFERRED STOCK
The following summary describes certain aspects of the Company’s Certificate of Designation, its amended and restated credit agreement (the “Credit Facility”), a Registration Rights Agreement, a Lock-up Agreement and a Director Nomination Agreement all entered into at the closing of the Stronghold Acquisition. This discussion does not purport to be complete and is qualified in its entirety by reference to the Certification of Designation, the Credit Facility, the Registration Rights Agreement, the Lock-up Agreement, and the Director Nomination Agreement which are incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2022.
Certificate of Designation
Our Board of Directors approved and filed with the State of Nevada a Certificate of Designations of Preferred Stock that created our Series A Convertible Preferred Stock effective August 30, 2022. In connection with the Stronghold Acquisition, the Board of Directors approved the issuance on August 31, 2022 of 153,176 shares of this series of Preferred Stock having the following attributes:
Rank.   The Preferred Stock ranks as to dividends or distributions of assets upon the Company’s liquidation, dissolution or winding up, whether voluntarily or involuntarily, as follows:

senior to the Common Stock with respect to dividends and with respect to distributions upon a deemed dissolution, liquidation or winding-up of the Company;

senior to any class or series of the Company’s capital stock after the Preferred Stock is created specifically ranking by its terms junior to the Preferred Stock;

pari passu with any class or series of the Company’s capital stock after the Preferred Stock is created specifically ranking by its terms on a parity with the Preferred Stock; and

junior to any class or series of the Company’s capital stock after the Preferred Stock is created specifically ranking by its terms senior to the Preferred Stock.
Voting Rights.   The holders of shares of Preferred Stock generally have no voting rights, except as required by law, and except that the consent of the majority of holders of the outstanding Preferred Stock is required to: (i) create, authorize or issue any equity securities of the Company other than in connection with issuances of junior securities under the Company’s equity incentive plans as in effect at the time of the issuance of the Preferred Stock; (ii) redeem, acquire or make a Company tender offer for any equity securities of the Company (other than in connection with repurchases by the Company in connection with its equity incentive plans); (iii) generally declare or pay dividends or direct or indirect distributions (other than distributions on the Preferred Stock); (iv) generally increase or decrease the size of the Board except as set forth in the Purchase Agreement or any ancillary document thereto; (v) announce, authorize or enter into any agreement related to a material transaction (material acquisitions, mergers, tender offers, business combinations and similar transactions) or change of control of the Company; (vi) amend, repeal, modify, or alter the Company’s Articles of Incorporation or Bylaws in any manner that adversely affects any rights of the holders of Preferred Stock; and (vii) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation.

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Distributions.   When and if declared by the Board, the Preferred Stock will be entitled to preferred distributions at a rate of 8.0% per annum of the liquidation preference per share, which is initially $1,000 per share, plus any accrued and unpaid distributions through the date of conversion, payable each calendar quarter. To the extent distributions are not declared and paid, then on each distribution date the unpaid distribution per share will be added to the per share liquidation preference described below and used for the purpose of the accrual of future distributions, the determination of the liquidation preference and determination of the number of shares of Common Stock issuable on conversion. Notwithstanding the foregoing, no distributions will be paid on the Preferred Stock if it is converted into Common Stock on or before January 31, 2023.
In addition, the holders of Preferred Stock are entitled to receive, and the Company is required to pay, dividends on shares of the Preferred Stock equal (on an as if converted to Common Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.
Conversion and Limitations.   The Preferred Stock may not be converted into Common Stock until such time as stockholder approval is received, which is defined as the date requisite approval from holders of capital stock of the Company is received as required at law or under the applicable securities exchange rules (currently the NYSE American Stock Exchange). Upon receiving stockholder approval, each share of issued Preferred Stock will be automatically converted into such number of shares of Common Stock determined by dividing (i) the liquidation preference (described below) as of the conversion date by (ii) the conversion price which is initially $3.60 per share (subject to adjustment for stock splits and distributions, recapitalizations, exchanges and similar actions), such calculation, as so adjusted from time to time, the “Conversion Rate”. The initial Conversion Rate is 277.7778 shares of Common Stock for each share of Preferred Stock.
Liquidation Preference.   Upon a liquidation event, the holders of the Preferred Stock are entitled to a “liquidation preference” of $1,000 per share plus any unpaid distributions noted above. A “liquidation event” means (i) any voluntary or involuntary liquidation, dissolution or winding-up of the Company or (ii) the consummation of a change of control (which generally means (x) the acquisition by a person of more than 50% of the combined voting power of the Company); (y) approval of the sale or disposition by the Company of substantially all the assets of the Company; or (z) approval by the stockholders of the Company of any merger, consolidation or statutory share exchanges as a result of the Company stockholders immediately prior to the effective date of such action have less than 50% percent of the voting power in selection of directors of the surviving corporation.
If, on a fully converted basis, the amount that the holders of the Preferred Stock would receive is greater than their liquidation preference, then instead they are to receive the “as-converted” amount meaning the amount such holders would have received if the Preferred Stock had been converted to the number of shares of Common Stock to which they would be entitled as of the liquidation event.
The Certificate of Designation provides that when there is a liquidation event where the proceeds include both cash and property, the holders of Preferred Stock are to receive cash to the extent possible.
Redemption.   If the Preferred Stock has not been converted prior to September 30, 2027, the date that is 61 months following the closing of the Stronghold Acquisition on August 31, 2022, to the extent legally permissible, the Company must redeem all outstanding shares of Preferred Stock in cash at the greater of the liquidation preference or the market price of Common Stock that each holder would receive if such holder had fully converted into shares of Common Stock on the redemption date.
Other Provisions.   So long as any shares of Preferred Stock remain outstanding, we have agreed not to take any of the following actions without the affirmative vote or consent of the holders of a majority of the shares of Preferred Stock voting separately as a single class:
(a)
create, authorize (including by way of reclassification, merger, consolidation, subdivision or other similar reorganization) or issue any of our equity securities except with respect to certain employee plans, including additional shares of Series A Preferred Stock;

27


(b)
redeem, acquire, engage in a tender offer (other than responding to a third-party tender offer as required by applicable law) or otherwise purchase any of our equity securities except with respect to certain employee plans;
(c)
declare or pay, set apart for payment in respect of or make any direct or indirect distribution or distribution (whether in cash, securities or other property) in respect of any equity securities, other than with respect to the Preferred Stock;
(d)
amend, repeal, modify or alter our Articles of Incorporation or Bylaws so as to affect adversely the rights, preferences, privileges or voting or consent rights of the Series A Preferred Stock or the holders of the Series A Preferred Stock;
(e)
announce, authorize or enter into any agreement related to or consummate a material transaction, including (but not limited to) any change of control as such terms are defined in the Certificate of Designation; or
(f)
increase or decrease the size of the Board other than as set forth in the Purchase Agreement or any ancillary documents thereto.
Credit Facility
On July 1, 2022, the Company received a commitment letter from four commercial banks, committing to provide a $1,000,000,000 revolving senior credit facility with an initial borrowing base of $600,000,000 effective as of the closing of the Stronghold Acquisition. Of this credit facility, $168.0 million was used to partially fund the closing of the Stronghold Acquisition.
The credit facility is in the form of a “Second Amended and Restated Senior Credit Agreement” and has provisions regarding, among other things, borrowing base redetermination dates and procedures, interest rate elections, affirmative and negative financial and other covenants and default provisions. The next regularly scheduled redetermination of the borrowing base is expected to occur on or around November 1, 2022. Subsequent redeterminations are scheduled to occur on or about each May 1st and November 1st thereafter.
The amounts borrowed under the Credit Agreement bear annual interest rates at either (a) the adjusted Secured Overnight Financing Rate (the “Adjusted Term SOFR Rate”) plus 3.0% to 4.0% or (b) the sum of (i) the greatest of (A) the prime rate of Truist Bank, (B) the federal funds rate plus 12 of 1.0%, and (C) the Adjusted Term SOFR Rate for an interest rate period of one month plus 1.0%, (ii) plus 2.0% to 3.0%, depending on the amount borrowed under the Credit Agreement. Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity on August 30, 2026. Additional payments due under the Credit Agreement include a fee of 0.50% per year in respect of the unutilized commitments thereunder. The Company is also required to pay customary letter of credit fees.
All of the obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the Company’s assets, including those acquired in the Stronghold Acquisition. The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur additional indebtedness, create liens on assets, make investments, pay dividends and distributions or repurchase its Common Stock, engage in mergers or consolidations, sell certain assets, sell or discount any notes receivable or accounts receivable and engage in certain transactions with affiliates.
In addition, the Credit Agreement requires the Company to maintain certain financial covenants: a current ratio (defined in the Credit Agreement generally as the ratio of current assets, including undrawn availability under the credit facility, to current liabilities determined under GAAP) of not less than 1.0 to 1.0 and a consolidated leverage ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization, exploration expenses and certain non-cash charges) of not greater than 3.0 to 1.0.
The Credit Agreement contains customary affirmative covenants and defines events of default to include failure to pay principal or interest, breach of covenants, breach of representations and warranties,

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insolvency, judgment defaults and changes in control. Upon the occurrence and continuance of an event of default, the lenders have the right to accelerate repayment of the loans under the credit facility and exercise their remedies with respect to the collateral.
As of September 1, 2022, $452.0 million of borrowings were outstanding under the Credit Agreement, bearing annual interest of 6.8%, resulting in an additional $148.0 million of borrowing base availability under the Credit Agreement.
Registration Rights Agreement
At the closing of the Stronghold Acquisition, the Company and Stronghold entered into a registration rights agreement (the “Registration Rights Agreement”) relating to the Common Stock.
The Company shall (i) prepare and file, by no later than the date that is 10 days after the Company’s receipt of all information required from Stronghold to be included in the selling stockholder table of the shelf registration statement, a registration statement under the Securities Act to permit the public resale of the Common Stock held by Stronghold (or a permitted transferee or assignee in accordance with the terms and conditions of the Registration Rights Agreement), from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force), and (ii) use its reasonable best efforts to cause the shelf registration statement to become effective as soon as reasonably practicable thereafter but in no event later than 45 days (or 90 days, if the shelf registration statement is on Form S-1) after the date hereof; provided, however, in the event of a review by the SEC staff, within five business days of being informed by the SEC staff that the SEC staff have no further comments on the shelf registration statement.
After effectiveness of the shelf registration statement, the Registration Rights Agreement shall terminate and the Company shall have no further rights or obligations thereunder with respect to any individual holder on the date of the earliest to occur of the following: (i) the first date after the one-year anniversary of the Registration Rights Agreement on which a holder, together with its affiliates, owns less than one percent (1%) of the Company’s then-outstanding Common Stock, including shares of Common Stock issuable upon conversion of the Preferred Stock (whether or not convertible in accordance with the terms of the Certificate of Designation at such time), and (ii) the date on which all Common Stock (including Common Stock issuable on conversion of the Preferred Stock) owned by such holder may be sold without restriction pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume, manner of sale or other restrictions or limitations.
In addition, in the event that the Company proposes to engage in an underwritten offering in which shares of Common Stock are to be sold to an underwriter on a firm commitment basis for reoffering to the public, or an offering that is a “bought deal” with one or more investment banks, the Company will give written notice of the proposed underwritten offering to the parties to the Registration Rights Agreement at least ten business days’ prior to the commencement of such offering, and such parties shall then have the right to include in the underwritten offering such number of shares of Common Stock as they may request in writing within five business days of receipt of such notice, subject to certain limitations contained therein. If the underwritten offering is to be structured as an overnight underwritten offering, such that the offering would be launched after the close of trading on one trading day and priced before the open of trading on the next succeeding trading day, the Company will notify the parties to the Registration Rights Agreement no later than two business days after the Company engages a managing underwriter and offer such parties the right to include in the overnight underwritten offering such number of shares of Common Stock as they may request in writing, subject to certain limitations contained therein.
Finally, in the event that holders of at least $35 million of shares of Common Stock registrable under the Registration Rights Agreement elect to dispose of such Common Stock under the shelf registration statement filed by the Company as required by the Registration Rights Agreement pursuant to an underwritten offering or overnight underwritten offering, the Company will notify the parties to the Registration Rights Agreement of the proposed underwritten offering no later than one business day after the engagement by the Company of the managing underwriter or overnight underwritten offering and offer such parties the opportunity to include in the underwritten offering or underwritten overnight offering such number of shares of Common Stock as they may request in writing.

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The Company will pay all registration expenses incident to the performance of its obligations under the Registration Rights Agreement other than: (i) transfer taxes allocable to the Common Stock; (ii) fees and expenses of counsel engaged by the selling stockholders, except for legal fees of selling stockholders up to $50,000 in connection with the initial shelf registration statement; and (iii) commissions and discounts of brokers, dealers and underwriters.
Lock-up Agreement
At the closing of the Stronghold Acquisition, the Company, Stronghold and certain direct and indirect equity holders of Stronghold who may obtain Common Stock upon a distribution by Stronghold and who execute joinders, entered into a lock-up agreement (the “Lock-up Agreement”) providing that such person will not transfer, subject to limited exceptions, any of the Common Stock for 90 days after the closing of the Stronghold Acquisition (60 days in the case of certain non-affiliates of Warburg Pincus).
Director Nomination Agreement
At closing, the Company and Stronghold entered into a director nomination agreement (the “Director Nomination Agreement”) pursuant to which, among other things, Stronghold (including its transferees and affiliates for purposes of the agreement), possesses the right to designate two directors to (i) the Company’s Board (each, a “Stronghold Director”) and (ii) any one or more special committees that the Board may from time to time resolve to establish, subject to compliance with any rule or regulation of the SEC, the principal U.S. national or regional securities exchange on which the Common Stock is then listed or any other applicable law. In connection with the closing of the Stronghold Acquisition, the Board appointed Roy Ben-Dor and David Habachy and determined Mr. Habachy to be an independent director.
From and after the closing, Stronghold will continue to have the right to designate (i) two Stronghold directors to the Board and any special committee to be established from time to time, for so long as Stronghold beneficially owns at least 15% of the issued and outstanding Common Stock (the “High Threshold Amount”), or (ii) one Stronghold director to the Board and any special committee to be established from time to time, for so long as Stronghold beneficially owns at least 10%, but less than 15% of the issued and outstanding Common Stock (the “Low Threshold Amount”). For so long as Stronghold meets the beneficial ownership threshold for either the Low Threshold Amount of the High Threshold Amount, Stronghold shall be entitled to nominate the applicable number of Stronghold directors, and the Company shall, at each annual meeting of the stockholders of the Company at which any Stronghold director’s term as a director expires, use reasonable best efforts to (x) nominate the applicable number of Stronghold directors for election to the Board, (y) recommend that the holders of the Company’s voting stock vote in favor of such Stronghold directors and (z) cause the Stronghold directors to be elected to the Board.

30


INFORMATION ABOUT STRONGHOLD
General
Stronghold has approximately 37,000 acres under oil and gas leases primarily in Crane County, Texas. Oil and gas production from the Stronghold properties, virtually all of which are operated by Stronghold, approximated 9,000 MBoe/d as of June 1, 2022. The acreage also contains approximately 500 drilling, recompletion and step out locations for future development.
Financial Statements and Pro Forma Financial Information
Audited historical financial statements of Stronghold as of and for the years ended December 31, 2021 and 2020 and unaudited historical interim financial statements of Stronghold as of and for the six month periods ended June 30, 2022 and 2021 are included in the Company’s Current Report on Form 8-K/A filed with the SEC on September 12, 2022 and incorporated by reference herein.
Unaudited Pro Forma Financial Information for the year ended December 31, 2021 and as of and for the six month periods ended June 30, 2022 and 2021, giving effect to the Stronghold Acquisition as if it had occurred on January 1, 2021 is included in Item 9.01 of the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on September 12, 2022 and incorporated by reference herein.
Properties
The following sets forth summary information about Stronghold’s properties and operations.
Proved Reserves
Substantially all of Stronghold’s oil and gas reserves are in the Central Basin Platform of the Permian Basin, Texas and it has historically focused on expanding its proved developed producing reserves. Unaudited information concerning the estimated net quantities of Stronghold’s proved reserves and the standardized measure of future net cash flows from the reserves is presented in the Supplemental Oil and Natural Gas Information (Unaudited), in the Historical Consolidated Financial Statements of Stronghold incorporated by reference in this proxy statement. Stronghold’s reserve estimates have been prepared internally by Stronghold management. Set forth below is a summary of Stronghold’s oil, natural gas and natural gas liquids reserves as of December 31, 2021. Stronghold does not have any long-term supply or similar agreements with foreign governments or authorities.
Estimated Proved Reserves Quantities and Standardized Measure
Oil
(MBbl)
Natural
Gas
(MMcf)
Natural gas
liquids
(MBbl)
Total
(MBOE)(1)
Standardized
Measure of
Discounted Future
Net Cash Flows
($ in thousands)
Proved developed8,07427,1223,65816,252225,188
Proved undeveloped1,1732,8673271,97834,239
Total proved9,24829,9903,98518,230259,427
(1)
Barrels of oil equivalent have been calculated on the basis of six Mcf of natural gas equal to one Boe.

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Oil
(MBbl)
Natural Gas
(MMcf)
Natural gas
liquids
(MBbl)
Total
(MBOE)(1)
Proved reserves at December 31, 20207,84824,9893,09415,105
Revisions of prior estimates2,0777,9911,2904,699
Extensions and discoveries40743580559
Acquisition of reserves
Production(1,084)(3,426)(479)(2,133)
Proved reserves at December 31, 20219,24829,9903,98518,230
Proved developed reserves:
December 31, 20206,60221,8482,75813,000
December 31, 20218,07427,1223,65816,252
(1)
Barrels of oil equivalent have been calculated on the basis of six Mcf of natural gas equal to one Boe.
Uncertainties are inherent in estimating quantities of proved reserves, including many risk factors beyond Stronghold’s control. Reserve engineering is a subjective process of estimating subsurface accumulations of oil and natural gas that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and the interpretation thereof. Thus, estimates by different engineers often vary, sometimes significantly. In addition, physical factors such as the results of drilling, testing and production after the date of the estimates, as well as economic factors such as change in commodity prices and drilling, completion and operating costs, may require revision of such estimates. Accordingly, oil and natural gas quantities ultimately recovered will vary from reserve estimates.
Proved Undeveloped Reserves
At December 31, 2021, Stronghold had 13 proved undeveloped (“PUD”) locations with 1,978 MBoe of proved undeveloped reserves, which were a result of Stronghold’s 2020 and 2021 successful drilling results and those of offset operators.
Preparation of Reserve Estimates
The proved reserves estimates shown above have been prepared by Stronghold management which has historically prepared annual internal reserve estimates. Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon the 12-month unweighted average of the first-day-of-the-month prices. The primary inputs to the reserve estimation process are technical information, financial data, ownership interest and production data. Current revenue and expense information is obtained from Stronghold’s accounting records, which are subject to annual audits. All current financial data such as commodity prices, lease operating expenses, production taxes and field-level commodity price differentials are updated in the reserve database which is prepared by Stronghold’s internal reserve engineer, and then analyzed to ensure that they have been entered accurately and that all updates are complete and accurate. In addition, Stronghold’s current ownership of mineral interests and well production data are incorporated in the reserve database and verified by Stronghold’s personnel to ensure their accuracy and completeness.
Gross and Net Productive Wells
As of December 31, 2021, Stronghold’s total gross and net productive wells were as follows:
Oil(1)
Natural Gas(1)
Total(1)
Gross WellsNet WellsGross WellsNet WellsGross WellsNet Wells
Operated418411.32218.6440429.9
Non-operated1113.1001113.1

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(1)
A gross well is a well in which a working interest is owned. The number of net wells represents the sum of fractions of working interests Stronghold owns in gross wells. Productive wells are those that produce commercial quantities of hydrocarbons.
Acreage
The following table summarizes Stronghold’s gross and net developed and undeveloped acreage in the Central Basin Platform of the Permian Basin as of December 31, 2021. Net acreage represents Stronghold’s percentage ownership of gross acreage.
DevelopedUndevelopedTotal
GrossNetGrossNetGrossNet
Central Basin Platform35,93535,85164035036,57536,201
The following table summarizes, as of December 31, 2021, the portion of Stronghold’s gross and net acreage subject to expiration over the next three years if not successfully developed or renewed.
Expiring Acreage
202220232024Total
GrossNetGrossNetGrossNetGrossNet
Central Basin Platform32028.45900320298.072640326.531
Exploratory Wells and Development Wells
Set forth below for the two years ended December 31, 2021 is information concerning the number of wells Stronghold completed during the years indicated.
Net Exploratory
Wells Drilled
Net Development
Wells Drilled
Total Net
Productive
and Dry
Wells Drilled
YearProductiveDryProductiveDry
2020404.004.0
2021808.008.0
Drilling Commitments
Stronghold is the operator of 99% of its acreage in the Central Basin Platform. Stronghold began drilling operations in 2017 and has been developing this acreage with the latest completions occurring in mid-2022. It has no drilling commitments.

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Management’s Discussion and Analysis of Stronghold Operations
Results of Operations
Year ended December 31, 2021 compared to the year ended December 31, 2020.
Year Ended December 31,
20212020Change
Sales volumes (MBoe)(1)
2,1331,672461
Average daily production (Boe per day)5,8444,5681,276
Average prices realized (per Boe)$46.24$23.58$22.66
Average prices adjusted for realized derivatives settlements (per Boe)36.5823.8712.71
(In thousands)
Oil, natural gas and natural gas liquids revenues$98,629$39,420$59,209
Lease operating expenses(2)
18,67611,3427,334
Transportation and processing costs5,7033,2692,434
Ad valorem taxes(2)
649854(205)
Production taxes4,4411,6222,819
Depreciation, depletion and amortization21,12416,7974,327
Exploration and abandonment costs2,1367341,402
Asset retirement obligation accretion95686789
Operating lease expense(2)
1,059619440
General and administrative expense(2)
7,6296,5811,048
Interest expense2,0732,05914
Gain (loss) on derivative contracts(31,080)(3,772)(27,308)
Other income (expense)(33)(860)827
(1)
Barrels of oil equivalent have been calculated on the basis of six Mcf of natural gas equals one Boe.
(2)
Note that for purposes of discussion and analysis, Ad valorem taxes and Operating lease expense were split from Lease operating expenses and General and administrative expense. Lease operating expenses for the year ended December 31, 2021 consists of Stronghold’s reported amount of $19,899 less $649 in ad valorem taxes and $574 in operating lease expense. Lease operating expenses for the year ended December 31, 2020 consists of Stronghold’s reported amount of $12,442 less $850 in ad valorem taxes and $250 in operating lease expense. General and administrative expense for the year ended December 31, 2021 consists of Stronghold’s reported amount of $8,114 less $485 in operating lease expense. General and administrative expense for the year ended December 31, 2020 consists of Stronghold’s reported amount of $6,954 less $369 in operating lease expense and $4 in ad valorem taxes.
Oil, natural gas and natural gas liquids revenues
For the year ended December 31, 2021, oil, natural gas and natural gas liquids revenues increased by $59.2 million or 150% compared to 2020. The average realized price per Boe increased 96% from $23.58 for the year ended December 31, 2020 to $46.24 for the year ended December 31, 2021. The total volume of oil, natural gas and natural gas liquids produced and sold increased 461 MBoe or 28 % primarily due to an increase in recompleting and new drilling activity in 2021.
Lease operating expenses (“LOE”)
Lease operating expenses consist of the costs of producing crude oil and natural gas such as labor, supplies, repairs, maintenance, water disposal, workovers and utilities.

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For the year ended December 31, 2021, LOE increased by $7.3 million or 65% compared to 2020, primarily due to increased production and associated activity and price increases for services.
Transportation and processing costs
Transportation and processing costs for the year ended December 31, 2021 increased by $2.4 million or 74% compared to 2020, as result of an increase in production volumes.
Ad valorem taxes
Ad valorem taxes for the year ended December 31, 2021 decreased by $0.2 million or 24% compared to 2020, as result of a change to the decline curve used by tax appraisers and changes in commodity price.
Production taxes
Production taxes for the year ended December 31, 2021 increased by $2.8 million or 174% compared to 2020, as result of increased commodity prices and increased volumes.
Depreciation, depletion and amortization (“DD&A”)
DD&A increased for the year ended December 31, 2021 by $4.3 million, or 26% compared to 2020, primarily due to adding production through new drilling and recompletions. This expense category includes depletion expense pertaining to Stronghold’s oil and natural gas properties, and depreciation expense pertaining to its fixed assets located in its headquarters and field locations. For the year ended December 31, 2021, Stronghold’s total DD&A rate per BOE was $9.90 compared to prior year of $10.05.
Impairment expense
During the years ended December 31, 2021 and 2020, Stronghold recorded no impairments related to proved properties, and $1.8 million and $.01 million in exploration and abandonment costs related to dry hole costs and associated impairment to unproved properties.
Exploration and abandonment costs
Exploration and abandonment costs for the year ended December 31, 2021 increased by $1.4 million or 191% compared to 2020 almost entirely due to abandoning projects in non-core areas.
Asset retirement obligation accretion
Asset retirement obligation accretion increased by $0.09 million or 10% for 2021, compared to 2020, primarily due to additional wells added.
Operating lease expense
Operating lease expense increased by $0.4 million or 71% for 2021, compared to 2020, primarily due to additional rental equipment required for well maintenance.
General and administrative expense (“G&A”)
G&A expense consist primarily of payroll related and other administrative expenses to support Stronghold’s operations. G&A increased by $1.2 million for the year ended December 31, 2021, relative to the comparable period in 2020, primarily due to increased compensation expenses.
Interest expense
Interest expense includes commitment fees, amortization of deferred financing costs, and interest on outstanding indebtedness. Interest expense increased for the year ended December 31, 2021, relative to the comparable period in 2020, primarily due to increased debt used for the drilling and recomplete program.

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Gain (loss) on derivative contracts
For the year ended December 31, 2021, Stronghold recorded a net loss on derivative contracts of $31.1 million, consisting of net realized losses on settlements of $20.6 million as well as unrealized mark-to-market losses of $10.5 million. For the year ended December 31, 2020, Stronghold recorded a net loss on derivative contracts of $3.8 million, consisting of unrealized mark-to-market losses of $4.3 million, partially offset by net realized gains on settlements of $0.5 million. This change is related to an increase in commodity prices in 2021.
Other income (expense)
Other income (expense) increased by $0.8 million or 96% for 2021, compared to 2020, primarily due to a reduction in losses from asset sales.
Contractual Obligations
Stronghold had the following contractual obligations and commitments as of December 31, 2021:
in thousands)2022202320242025ThereafterTotal
Operating leases$510$520$85$1,115
Six months ended June 30, 2022 compared to the six months ended June 30, 2021.
Six Months Ended
June 30,
20222021Change
Sales volumes (MBoe)(1)
1,370914456
Average daily production (Boe per day)7,5675,0492,518
Average prices realized (per Boe)$70.31$39.94$30.38
Average prices adjusted for realized derivatives settlements (per Boe)55.9631.5224.44
(In thousands)
Oil, natural gas and natural gas liquids revenues$96,327$36,502$59,825
Lease operating expenses(2)
14,6488,2106,438
Transportation and processing costs3,7412,5231,218
Ad valorem taxes(2)
1,402432970
Production taxes4,6311,6313,000
Depreciation, depletion and amortization14,8459,1905,655
Exploration and abandonment costs57202(145)
Asset retirement obligation accretion543432111
Operating lease expense(2)
614510104
General and administrative expense(2)
3,5722,890682
Interest expense1,721889832
Gain (loss) on derivative contracts(34,126)(22,161)(11,965)
Other income (expense)6685(19)
(1)
Barrels of oil equivalent have been calculated on the basis of six Mcf of natural gas equals one Boe.
(2)
Note that for purposes of discussion and analysis, Ad valorem taxes and Operating lease expense were split from Lease operating expenses and General and administrative expense. Lease operating expenses for the six months ended June 30, 2022 consists of Stronghold’s reported amount of $16,408 less $1,402 in ad valorem taxes and $358 in operating lease expense. Lease operating expenses for the six months ended June 30, 2021 consists of Stronghold’s reported amount of $8,905 less $432 in ad

36


valorem taxes and $263 in operating lease expense. General and administrative expense for the six months ended June 30, 2022 consists of Stronghold’s reported amount of $3,828 less $256 in operating lease expense. General and administrative expense for the six months ended June 30, 2021 consists of Stronghold’s reported amount of $3,137 less $247 in operating lease expense.
Oil, natural gas and natural gas liquids revenues
For the six months ended June 30, 2022, oil, natural gas and natural gas liquids revenues increased by $59.8 million or 164% compared to the corresponding period in 2021. Stronghold’s average realized price per Boe increased 76% from $39.94 for the six months ended June 30, 2021 to $70.31 for the six months ended June 30, 2022. The total volume of oil and natural gas produced and sold increased 456 MBoe or 50% primarily due to increased production from recompletes and new drills.
Lease operating expenses (“LOE”)
LOE includes all costs incurred to operate wells and related facilities for both operated and non-operated properties. In addition to direct operating costs such as labor, repairs and maintenance, re-engineering and workovers, equipment rentals, materials and supplies, fuel and chemicals, LOE includes insurance and overhead charges provided for in operating agreements.
LOE increased by $6.4 million or 78% for the six months ended June 30, 2022, compared to the corresponding period in 2021, primarily due to increased production and associated activity and price increases for services.
Transportation and processing costs
Transportation and processing costs increased by $1.2 million or 48% for the six months ended June 30, 2022, compared to the corresponding period in 2021, primarily due to increased production.
Ad valorem taxes
Ad valorem taxes increased by $1.0 million or 225% for the six months ended June 30, 2022, compared to the corresponding period in 2021, primarily due to an increase in commodity prices and adding new production.
Production taxes
Production taxes for the six months ended June 30, 2022 increased by $3.0 million or 184% relative to the comparable period in 2021 due to an increase in commodity prices causing net taxable values to increase across all product types. As a percentage of revenues from oil, natural gas, and natural gas liquids, production taxes remained relatively flat in 2022 compared to the comparable period in 2021.
Depreciation, depletion and amortization (“DD&A”)
DD&A for the six months ended June 30, 2022 increased by $5.7 million or 62% relative to the comparable period in 2021, primarily due to an increase in production related to new drills and recompletes. For the six months ended June 30, 2022 and 2021, the total DD&A rate per BOE was $10.84 and $10.05, respectively.
Impairment expense
During the six months ended June 30, 2022 and 2021, Stronghold recorded no impairments related to proved or unproved properties.
Exploration and abandonment costs
Exploration and abandonment costs decreased by $0.1 million or 72% for the six months ended June 30, 2022, compared to the corresponding period in 2021, primarily due to a reduction in temporarily abandoned well costs.

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Asset retirement obligation accretion
Asset retirement obligation accretion increased by $0.1 million or 26% for the six months ended June 30, 2022, relative to the comparable period in 2021, primarily due to additional wells added.
Operating lease expense
Operating lease expense increased by $0.1 million or 20% for the six months ended June 30, 2022, compared to the corresponding period in 2021, primarily due to additional rental equipment required for well maintenance.
General and administrative expense (“G&A”)
These expenses consist primarily of employee remuneration, professional and consulting fees and other overhead expenses. G&A increased by $0.7 million for the six months ended June 30, 2022 relative to the comparable period in 2021.
Interest expense
Interest expense includes commitment fees, amortization of deferred financing costs, and interest on outstanding indebtedness. Interest expense increased for the six months ended June 30, 2022 relative to the comparable period in 2021, primarily due to increased debt used for the drilling and recomplete program.
Gain (loss)on derivative contracts
For the six months ended June 30, 2022, Stronghold recorded a net loss on derivative contracts of $34.1 million, consisting of net realized losses on settlements of $19.6 million and unrealized mark-to-market losses of $14.5 million. For the six months ended June 30, 2021, Stronghold recorded a net loss on derivative contracts of $22.2 million, consisting of unrealized mark-to-market losses of $14.5 million and net realized losses on settlements of $7.7 million.
Other income (expense)
Other income (expense) decreased by $0.02 million or 22% for the six months ended June 30, 2022, compared to the corresponding period in 2021, primarily due to a reduction in vehicle income.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by Company management and others, concerning the ownership of Common Stock by (i) each person who is known to the Company to be the beneficial owner of more than five percent of the Common Stock; (ii) all directors and named executive officers; and (iii) the Company’s directors and executive officers as a group. The mailing address for each of the officers and directors in the table below is the Company’s corporate headquarters. The percentage ownership is based on shares outstanding as of September 1, 2022.
Beneficial ownership is determined under the rules of the SEC. In general, these rules attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities and includes, among other things, securities that an individual has the right to acquire within 60 days. Unless otherwise indicated, the stockholders identified in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them.
Shares of Common Stock
Beneficially Owned
Shares of Common Stock
Owned upon Preferred
Stock Conversion
Name of Executive Officer and DirectorsNumberPercentageNumberPercentage
Paul D. McKinney319,355*319,355*
Travis T. Thomas106,351*106,351*
Stephen D. Brooks135,176*135,176*
Marinos C. Baghdati135,176*135,176*
Alexander Dyes135,176*135,176*
Clayton E. Woodrum243,144*243,144*
Anthony B. Petrelli358,296*358,296*
Regina Roesener170,696*170,696*
John A. Crum97,096*97,096*
Richard E. Harris97,096*97,096*
Thomas L. Mitchell97,096*97,096*
Roy Ben-Dor
David Habachy
All directors and executive officers as a group (13 persons)1,894,6581.5%1,894,6581.1%
5% Stockholders or Greater Stockholders (other than directors and executive officers)
Dr. Simon G. Kukes Group(8)
5,307,5004.1%5,307,5003.1%
William R. Kruse(9)
13,846,94810.6%13,846,9488.0%
Jack Yetiv(10)
7,650,3105.9%7,650,3104.4%
Stronghold Energy II Operating, LLC(11)
21,339,98616.3%63,888,88936.9%
*
Represents beneficial ownership of less than 1%
(1)
The percentage is based upon 130,581,374 shares of Common Stock issued and outstanding as of September 1, 2022.
(2)
Includes 35,700 Common Stock warrants to purchase shares of Common Stock on a one-to-one basis at an exercise price of $0.80 per share that expire on October 29, 2025.
(3)
Represents the following number of shares of restricted Common Stock that will vest within 60 days of September 1, 2022: Mr. McKinney — 100,000; Mr. Thomas — 50,000; Mr. Brooks — 66,667; Mr. Baghdati — 66,667; Mr. Dyes — 66,667; and all directors and named executive officers as a group — 350,001.
(4)
Includes 85,000 shares issuable upon the exercise of stock options that are currently exercisable.

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(5)
Includes 50,000 shares issuable upon the exercise of stock options that are currently exercisable.
(6)
Includes 8,000 shares of Common Stock held by Eugene Neidiger Life Insurance Trust. Does not include 850 shares of Common Stock held as custodian for minor-son but has no pecuniary interest or 850 shares of Common Stock held as custodian but has no pecuniary interest. Ms. Roesener disclaims beneficial ownership of such shares of Common Stock.
(7)
Includes 195,000 shares issuable upon the exercise of stock options that are currently exercisable. Also includes 35,700 Common Stock warrants to purchase shares of Common Stock on a one-to-one basis at an exercise price of $0.80 per share and expire on October 29, 2025.
(8)
Based on a Schedule 13D/A filed with the SEC on September 20, 2021 reporting shares of Common Stock beneficially owned by Mr. Simon G. Kukes and Mr. J. Douglas Schick. Dr. Kukes reports sole voting and dispositive power over 5,300,000 shares of Common Stock and Mr. Schick reports sole voting and dispositive power over 7,500 shares. The address of the reporting person is 575 N. Dairy Ashford, Energy Center II, Suite 210, Houston, Texas 77079.
(9)
Based on a Schedule 13D filed with the SEC on February 4, 2022 reporting shares of Common Stock beneficially owned by Mr. William R. Kruse and Mrs. Deborah L. Kruse. Mr. Kruse reports sole voting and dispositive power over 1,014,300 shares. Mr. and Mrs. Kruse report shared voting and dispositive power over 12,925,434 shares in accounts as joint tenants with right of survivorship. Mr. Kruse also has 1,000,000 Common Stock warrants to purchase shares of Common Stock on a one-to-one basis at an exercise price of $0.80 per share and expire on October 29, 2025. Mr. Kruse owns 14,300 shares of Common Stock in his individual account with sole voting and investment control. The address of the reporting persons is 1340 S. Main Street, Suite 300, Grapevine, Texas 76051.
(10)
Based on the Schedule 13G filed with the SEC on June 1, 2021 reporting shares of Common Stock beneficially owned by Mr. Jack Yetiv. The address of the reporting person is 10120 Westview Drive, Suite 2110, Houston, Texas 77043.
(11)
Based on the Schedule 13D filed with the SEC on September 12, 2022 by: Stronghold Energy II Operating, LLC, Stronghold Energy II Intermediate, LLC, Stronghold Energy II Holdings, LLC, Warburg Pincus Energy (E&P)-A, L.P., WP Energy Stronghold Holdings, L.P., WP Energy Partners Stronghold Holdings, L.P., Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC, Warburg Pincus Energy (E&P) Partners-A, L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., Warburg Pincus Private Equity (E&P) XII-D (A), L.P., Warburg Pincus Private Equity (E&P) XII-E (A), L.P., WP XII (E&P) Partners (A), L.P., WP XII (E&P) Partners (B), L.P., WP XII Stronghold Holdings, L.P., Warburg Pincus XII (E&P) Partners-1, L.P., Warburg Pincus (E&P) XII, L.P., Warburg Pincus (E&P) XII LLC, Warburg Pincus XII (E&P) Partners-2, L.P., Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC, Warburg Pincus Energy (E&P) Partners-B, L.P., Warburg Pincus Partners II (US), L.P., Warburg Pincus & Company US, LLC, Warburg Pincus (E&P) Energy LLC, Warburg Pincus (E&P) Energy GP, L.P. Warburg Pincus & Co., and Warburg Pincus LLC. Certain of these reporting persons collectively hold a majority of the membership interest in Stronghold Holdings. Each of the reporting persons other than Stronghold OpCo disclaims beneficial ownership of the securities reported therein, except to the extent of its pecuniary interest therein, and the report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. The address of each of the Stronghold entities is 508 West Wall Street, Suite 550, Midland, Texas 79701. The address of each of the Warburg entities is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017.

40


DESCRIPTION OF CAPITAL STOCK
The following is a description of our capital stock and a summary of the rights of our stockholders. This description and summary is not complete, and you should also refer to our Articles of Incorporation and Bylaws, each as amended, and to Nevada law.
We are authorized to issue up to 225,000,000 shares of Common Stock, par value $0.001 per share, and up to 50,000,000 shares of preferred stock, par value $0.001 per share. As of September 1, 2022, there were 130,581,374 shares of our Common Stock issued and outstanding, 153,176 shares of Preferred Stock issued and outstanding and no shares of other series of preferred stock issued or outstanding. All outstanding shares of Common Stock and Preferred Stock are fully paid and nonassessable.
Common Stock
Voting Rights
Holders of our Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote, except as matters that relate only to a series of our preferred stock. Holders of Common Stock do not have cumulative voting rights.
Each outstanding share of voting capital stock of the Company shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except as otherwise provided in the Articles of Incorporation of the Company. Except as otherwise provided by the corporation law of the State of Nevada, the Articles of Incorporation of the Company or the Bylaws of the Company, if a quorum is present: (a) directors shall be elected by a plurality of the votes of the shares of capital stock of the Company present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and (b) action on any matter other than the election of directors shall be approved if the votes cast by the holders of shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing such action.
Our Board of Directors is elected annually at the meeting of our stockholders. Each director holds office until the next annual meeting of our stockholders at which his term expires and until his successor is elected and qualified, or until his earlier death, resignation or removal.
Any action that the stockholders could take at a meeting may be taken without a meeting if one or more written consents, setting forth the action taken, shall be signed and dated, before or after such action, by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. The consent shall be delivered to us for inclusion in the minutes or filing with the corporate records. We will give notice of any action so taken within 10 days of the date of such action to those stockholders entitled to vote thereon who did not give their written consent and to those stockholders not entitled to vote thereon.
According to the Company’s Articles of Incorporation, the authority to adopt, amend or repeal our Bylaws is reserved exclusively to the Board of Directors.
Liquidation
In the event of a liquidation, dissolution or winding up, each outstanding share of Common Stock entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for any class of stock, if any, having preference over the Common Stock.
Dividend Rights
The Board of Directors may from time to time declare, and we may pay, dividends on our outstanding shares in the manner and upon the terms and conditions provided by the corporation law of the State of Nevada.

41


We have not declared or paid any cash dividends on our Common Stock during the last five years. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Redemption
Our Common Stock is not redeemable.
Conversion Rights
Our Common Stock is not convertible.
Preemptive Rights
Holders of our Common Stock do not have preemptive rights.
Transfer Agent
The transfer agent and registrar for our Common Stock is Standard Registrar and Transfer Company. Its address is 12528 South 1840 East, Draper, Utah 84020, and its telephone number is (801) 571-8844.
Listing
Our Common Stock is listed on the NYSE American under the symbol “REI.”
This section is a summary and may not describe every aspect of our Common Stock that may be important to you. We urge you to read applicable Nevada law, our Articles of Incorporation and Bylaws, as amended, because they, and not this description, define your rights as a holder our Common Stock. See “Where You Can Find More Information” for information on how to obtain copies of these documents.
Anti-Takeover Provisions of Our Charter Documents and Bylaws
Sections 78.378 to 78.3793 of the Nevada Revised Statutes, (“NRS”), contain provisions that may prevent any person acquiring a controlling interest in a Nevada company from exercising voting rights. Under NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in a company’s common shares may not exercise voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested stockholders at a special stockholders’ meeting held upon the request and at the expense of the acquiring person. We have expressly opted-out of, or elect not to be governed by, the “Acquisition of Controlling Interest” provisions contained in NRS Sections 78.378 through 78.3793, inclusive, or any successor statutes.
Board Vacancies Are Generally Filled by Remaining Directors and Not Stockholders
Our Bylaws provide that any vacancies on the Board of Directors may be filled by the vote of the majority of the remaining directors, although less than a quorum. Notwithstanding the immediately preceding sentence, the Board of Directors may by resolution determine that any such vacancies or newly created directorships shall be filled by our stockholders representing at least one-third (1/3) of the issued and outstanding shares of our capital stock that would be entitled to vote at a meeting of stockholders.
Stockholder Meetings
The Bylaws provide that a special meeting of stockholders, other than those required by Nevada law, may be called by or at the request of the Chairman of the Board or the Chief Executive Officer, and shall be called by the Secretary at the written request of, or by resolution adopted by, a majority of the Board of Directors or the holders of 10% of the outstanding shares of capital stock entitled to vote at the meeting.
Undesignated Preferred Stock
The ability to authorize undesignated preferred stock makes it possible for our Board of Directors to designate and issue, without stockholder approval, one or more series of preferred stock with voting or

42


other rights or preferences that could make it more difficult to effect or that could prevent a change of control of our Company or the removal of our management.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors.
Preferred Stock
General
Our preferred stock may be issued from time to time by our Board of Directors as shares of one or more classes or series. Except as otherwise provided herein or required by law, the Board of Directors is vested with the authority to provide, out of the unissued shares of preferred stock, for one or more additional classes or series of preferred stock and, with respect to each such class or series, to prescribe the classes, series and the number of each class or series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holders to block such a transaction; or the issuance might facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under some circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the Common Stock. Although our Board of Directors is required to make any determination to issue preferred stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some or a majority of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of the stock. The Board of Directors does not currently intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or the rules of any market on which our securities are traded.
Series A Convertible Preferred Stock
Reference is made to “Proposal One — Approval of Conversion of Preferred Stock into Common Stock — Description of Preferred Stock” that describes our Series A Convertible Preferred Stock that we issued at the closing of the Stronghold Acquisition as described in this proxy statement. The Certificate of Designation for our Series A Convertible Preferred Stock prohibits our issuance of other series of preferred stock without Stronghold’s consent. The Preferred Stock is fully paid and nonassessable. The rights of the holders of the Preferred Stock are subordinate to the rights of our general creditors. The Preferred Stock has priority over the Common Stock as to dividend, liquidation and redemption rights.
The transfer agent for the Preferred Stock is that of our Common Stock, identified above.
OTHER MATTERS
No business other than that set forth in the attached notice of Special Meeting is expected to come before the Special Meeting. However, should any other matters requiring a vote of stockholders arise, the persons named in the accompanying proxy will vote thereon according to their best judgment in the interest of the Company.
PROXY SOLICITATION AND COSTS
It is expected that the solicitation of proxies for the Special Meeting will be primarily by mail. Proxies may also be solicited personally by regular employees of the Company, by telephone or by other means of communication at nominal cost. The Company will bear the cost of such solicitation. It will reimburse banks, brokers and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy material to beneficial owners of stock in accordance with the NYSE schedule of charges.

43


The Company will bear the entire cost of this solicitation of proxies for the Special Meeting, including the preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional solicitation material that the Company may provide to stockholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. Further, the original solicitation of proxies by mail may be supplemented by solicitation by telephone and other means by directors, executive officers and employees of the Company. No additional compensation will be paid to these individuals for any such services. The Company will also post its proxy materials relating to the Special Meeting to its website under “Investors.”
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” into this proxy statement the information we file with them, which means that we can disclose important information to you by referring you to those documents. Any statement contained or incorporated by reference in this proxy statement shall be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this proxy statement. We incorporate by reference the documents listed below:


our Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2022 and March 31, 2022;


our Current Reports on Form 8-K filed on July 8, 2022, August 9, 2022, and September 6, 2022, and Form 8-K/A filed on September 12, 2022; and

the description of our capital stock as set forth as Exhibit 4.2 in our Annual Report on Form 10-K, filed with the SEC on March 16, 2022.
All documents that we file (but not those that we furnish) with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the Special Meeting are incorporated by reference in this proxy statement from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information previously filed with the SEC.
You may obtain, without charge, a copy of any of the documents incorporated by reference in this proxy statement, other than exhibits to those documents that are not specifically incorporated by reference into those documents, by writing or telephoning us at the following address: Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900 The Woodlands, Texas 77380, phone number 281-397-3699.
Information contained on our website, www.ringenergy.com is not incorporated by reference in, and does not constitute part of, this proxy statement.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding the Company and other registrants that file electronically with the SEC at http://www.sec.gov.
AVAILABILITY OF FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS
Copies of our 2022 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (not including exhibits and documents incorporated therein by reference), are available without charge to stockholders upon written request to the Company at Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900, The Woodlands, Texas 77380, Attn: Investor Relations.

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ANNEX B
MIZUHO FAIRNESS OPINION

B-1


[MISSING IMAGE: lg_mizjho-4clr.jpg]
CONFIDENTIAL
July 1,2022
The Board of Directors of Ring Energy, Inc.
1725 Hughes Landing Boulevard
Suite 900
The Woodlands, TX 77380
Members of the Board of Directors:
You have requested our opinion as to the fairness, from a financial point of view, to Ring Energy, Inc. (the “Purchaser”) of the Transaction Consideration (as defined below) provided for under the terms of the Purchase Agreement (the “Proposed Agreement”), to be entered into by and among the limited liability company interest holders and partnership interest holders of Stronghold Energy II Operating LLC and Stronghold Energy II Royalties LP (together, the “Seller”), and the Purchaser. Capitalized terms used herein shall have the meanings used in the Latest Draft Agreement (as defined below) unless otherwise defined herein.
The Proposed Agreement provides, among other things, that, subject to the terms and conditions specified therein, at the Closing, the Seller will sell, and the Purchaser will acquire, the Seller’s oil and gas producing Central Basin Platform assets located in the Permian Basin, comprising approximately 36,000 net acres located primarily in Crane County, Texas (the “Assets”), through, among other things, the Seller’s and its Controlled Affiliates sale, conveyance, assignment, and transfer to the Purchaser, and the Purchaser’s purchase, acquisition and acceptance of, the Transferred Assets (collectively, the “Acquisition”). As consideration for the Assets, the Purchaser will pay to the Seller, in the aggregate, (i) $235,000,000, including $15,000,000 of Deferred Cash Consideration, and (ii) either (x) in the event Pre-Closing Stockholder Approval is obtained, 63,888,889 shares of fully paid and nonassessable shares of Common Stock, or (y) in the event that Pre-Closing Stockholder Approval is not obtained, 21,339,986 shares of fully paid and nonassessable shares of Common Stock and 153,176 shares of fully paid and nonassessable shares of Preferred Stock (collectively, the “Transaction Consideration”). Pursuant to the terms of the Proposed Agreement, the Transaction Consideration is subject to certain adjustments and potential indemnification claims.
Mizuho Securities USA LLC (“MSUSA”), as part of its investment banking services, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, corporate restructurings, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes.
We are acting as financial advisor to the Purchaser in connection with the Acquisition, and we will receive a fee for our services payable upon the delivery by MSUSA of this opinion to the Board of Directors of the Purchaser (the “Board”), which is not contingent upon the successful completion of the Acquisition. In addition, the Purchaser has agreed to indemnify us for certain liabilities that may arise out of our engagement and to reimburse certain of our reasonable out-of-pocket expenses incurred by us in performing our services. MSUSA and/or its affiliates may in the future provide investment banking and other financial services to the Purchaser, the Seller and their respective affiliates for which we would expect to receive compensation.
In the ordinary course of business, MSUSA and its affiliates may act as a market maker and broker in the publicly traded securities of the Purchaser and receive customary compensation in connection therewith. MSUSA and its affiliates are also engaged in advisory, underwriting, financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons, all or some of which may involve or otherwise relate to the Purchaser, the Seller or any of their respective affiliates. MSUSA, its affiliates and their respective employees, including any funds or other entities they manage or which they invest in or have other economic interests in, may at any time purchase, sell, hold or vote long or short positions and investments (for their own account or for the accounts

B-2


of their respective customers) in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Purchaser, the Seller, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the Proposed Agreement.
For the purposes of rendering our opinion, we have undertaken such review and inquiries as we deemed necessary or appropriate under the circumstances, including the following: (i) we reviewed the financial terms of the draft, dated June 26, 2022, of the Proposed Agreement (the “Latest Draft Agreement”); (ii) we reviewed and analyzed certain financial and other data with respect to the business operated by the Seller related to the Assets (the “Business”) and the business operated by the Purchaser (the “Purchaser Business”) and certain other relevant historical operating data relating to the Business made available to us from the internal records of the Seller, all of which were approved for our use by the Purchaser and the Board; (iii) we reviewed certain financial estimates, projections and forecasts of the Business (“Forecasts”), prepared by the management of the Purchaser and which were approved for our use by the Purchaser and the Board; (iv) we conducted discussions with members of the senior management of the Purchaser with respect to the business prospects and financial outlook of the Business; (v) we reviewed and analyzed certain financial metrics of certain publicly-traded companies with businesses comparable to the Business and the financial terms, to the extent publicly available, of certain comparable asset transactions; (vi) we analyzed the value of the Common Stock by reference to publicly available market prices, including (A) the 52-week high and low prices; (B) the 20-day volume-weighted average price (“VWAP”); and (C) the closing price on June 30, 2022; and (vii) we performed other studies and analyses, and considered such factors, as we deemed appropriate.
In rendering our opinion, we have, with the Purchaser’s and the Board’s consent, assumed and relied upon the accuracy and completeness of all of the financial, legal, tax, operating, regulatory, accounting and other information provided to or discussed with us by the Purchaser (including, without limitation, the financial statements and related notes thereto of the Business and the Purchaser Business) or reviewed by us in connection with our engagement, and have not assumed responsibility for independently verifying and have not independently verified such information. We have assumed, with the Purchaser’s and the Board’s consent, that all Forecasts provided to us by the management of the Purchaser were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the future financial performance of the Business, as a standalone entity, as of the time these estimates were prepared. We express no opinion as to such Forecasts or the assumptions upon which they were based.
We have not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Business or any alternatives to the Acquisition, or (ii) advise the Board or any other party with respect to alternatives to the Acquisition.
We have relied upon and assumed, at the direction of the Purchaser and with the consent of the Board, that if Preferred Stock is issued in connection with the Acquisition it will convert to Common Stock prior to December 22, 2022.
In rendering our opinion, we have not assumed any responsibility to perform, and have not performed, an independent evaluation or appraisal of any of the assets or liabilities of the Business, the Seller or any of its subsidiaries, the Purchaser Business or the Purchaser or any of its subsidiaries, and we have not been furnished with any such valuations or appraisals. We have not assumed any obligation to conduct, and have not conducted, any physical inspection of the property or facilities of the Business or the Purchaser Business. We have not investigated, and make no assumption regarding, any litigation or other claims affecting the Business or the Purchaser Business. We have not investigated, and make no assumption, regarding the solvency of the Business, the Purchaser Business, the Purchaser, the Seller or any of their respective affiliates nor the impact (if any) on such solvency on the financing for the Acquisition.
We have assumed that all governmental, regulatory and other consents and approvals necessary for the consummation of the transactions contemplated by the Proposed Agreement will be obtained without any adverse effect on the expected benefits of the Acquisition. We have assumed that the transactions contemplated by the Proposed Agreement will be consummated on the terms set forth in the Latest Draft Agreement without the waiver or modification of any term or condition contained therein.

B-3


Our opinion speaks only as of the date hereof, is based on the conditions as they exist and information which we have been supplied as of the date hereof, and is without regard to any market, economic, financial, legal, or other circumstances or event of any kind or nature which may exist or occur after such date. We have not undertaken to reaffirm or revise this opinion or otherwise comment upon events occurring after the date hereof and do not have an obligation to update, revise or reaffirm this opinion. As you are aware, the credit, financial and stock markets have been experiencing unusual volatility and we express no opinion or view as to any potential effects of such volatility on the Business, the Purchaser Business or the transaction contemplated by the Proposed Agreement.
The opinion expressed herein is provided for the information and assistance of the Board in connection with the Acquisition. All advice and opinions (written and oral) rendered by MSUSA are intended for the sole use and benefit of the Board and are not intended to, and do not, confer any rights or remedies upon any other person. Such advice or opinions may not be reproduced, summarized, excerpted from or referred to in any public document or given to or used in any way by any other person without the prior written consent of MSUSA. The Purchaser has informed us that our opinion will not be provided or described to the Company’s public shareholders and we do not have any reason to know otherwise. If required by applicable law, however, such opinion may be included in any disclosure document filed by the Purchaser with the SEC with respect to the Acquisition; provided, however, that such opinion must be reproduced in full and that any description of or reference to MSUSA must be in a form reasonably acceptable to MSUSA and its counsel. MSUSA shall have no responsibility for the form or content of any such disclosure document, other than the opinion itself.
Our opinion does not address the merits of the underlying decision by the Purchaser to engage in the Acquisition or the relative merits of the Acquisition compared to any alternative business strategy or transaction in which the Purchaser might engage and is not a recommendation as to how the Board or any stockholder of the Purchaser should vote or act with respect to any matters relating to the Acquisition, or whether to proceed with the Acquisition or any related transaction. Our opinion does not address the impact of the Acquisition on the solvency or viability of the Purchaser, the Seller or any of their respective affiliates, the Business or the Purchaser Business or the ability of the Purchaser, the Seller or any of their respective affiliates, the Business or the Purchaser Business to pay their respective obligations when they come due.
Our opinion addresses solely the fairness of the Transaction Consideration, from a financial point of view, to the Purchaser. Our opinion does not in any way address any terms or arrangements of the Acquisition or the Proposed Agreement other than the Transaction Consideration, including, without limitation, the financial or other terms of any other agreement contemplated by, or to be entered into in connection with, the Proposed Agreement or the consummation of the Acquisition. In addition, our opinion does not address any legal, tax, accounting or regulatory matters. Further, in rendering our opinion we express no opinion about the fairness of the amount or nature of the compensation to any of the Seller’s officers, directors or employees, or class of such persons or to any securityholders, creditors or other constituencies of the Seller.
Our opinion has been approved by a fairness opinion committee of MSUSA.
Based on our experience as investment bankers and subject to the foregoing, including the various assumptions and limitations set forth herein, it is our opinion that, as of the date hereof, the Transaction Consideration is fair, from a financial point of view, to the Purchaser.
Very truly yours,
Mizuho Americas
/s/ Victor Barcot
Victor Barcot, Managing Director

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FORM OF PROXYSPECIAL MEETING OF THE STOCKHOLDERS OFRING ENERGY, INC.PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe Board of Directors recommends a vote FOR all of the Proposals.Proposal 1FOR AGAINSTABSTAINTo approve, pursuant to NYSE American Listing Rule 712(b), the issuance of 42,548,903 shares of common stock, par value $0.001 per share, upon conversion of 153,176 shares of Series A Convertible Preferred Stock, par value $0.001 per share, as described in the accompanying Proxy Statement dated September 26, 2022. •••Proposal 2FOR AGAINSTABSTAINTo authorize the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the proposal listed above.•••To act upon such other matters as may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof.MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: •MARK HERE FOR ADDRESS CHANGE • New Address (if applicable):____________________________________________________________________________________IMPORTANT: Please print your name and sign exactly as your name appears on the attached label. When shares are held by joint tenants, both should sign. When signing as an executor, administrator, attorney, trustee or guardian, please give your full title as such. If the signer is a company, please provide the full name of the company and a signature from a duly authorized officer, giving the officer’s full title as such. If your shares are held at a brokerage house, please indicate in the space provided the name of the brokerage house and the number of shares held.Dated: ________________________, 2022(Print Name of Stockholder and/or Joint Tenant)(Signature of Stockholder)(Second Signature if held jointly)

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RING ENERGY, INC.Special Meeting of Stockholders October 27, 2022, 10:00 a.m. Central TimeThis proxy is solicited on behalf of the Board of DirectorsThe undersigned, a stockholder of RING ENERGY, INC. (the “Company”), having received the Notice of Special Meeting of Stockholders and Proxy Statement dated September 26, 2022, does hereby appoint Paul D. McKinney and Travis T. Thomas, or either of them as proxy and attorney-in-fact with full power of substitution, for and in the name of the undersigned to represent the undersigned at the Special Meeting of Stockholders of the Company to be held at the Company’s offices located at 1725 Hughes Landing Blvd., The Woodlands, Texas 77380, on October 27, 2022, at 10:00 a.m. Central Time, or at any adjournment or postponement thereof, and to vote all shares of the Company’s voting securities that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side, and all such other business as may properly come before the meeting, as designated below. The proxy will be voted as directed, or if no contrary direction is indicated, will be voted FOR Proposals 1 and 2, and as the Board may recommend on such other business as may properly come before the Special Meeting of Stockholders.