EX-99.3 4 ex99-3.htm

Exhibit 99.3

WHITE RIVER ENERGY CORP.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements give effect to the acquisition of White River Holdings Corp. (“WR”) on July 25, 2022 by White River Energy Corp. (formerly Fortium Holdings Corp.) (“Energy” and the “Company”) and are based on estimates and assumptions set forth herein and in the notes to such pro forma statements.

The Company executed a Share Exchange Agreement (the “Exchange Agreement”) on July 25, 2022 and pursuant to the Exchange Agreement that day acquired 100% of the outstanding shares of capital stock of WR a Delaware corporation from Ecoark Holdings, Inc. (“Ecoark”), WR’s sole shareholder. In exchange the Company issued Ecoark 1,200 shares of the newly designated non-voting Series A Convertible Preferred Stock (the “Series A”). The Series A will become convertible into approximately 42,253,521 shares of the Company’s common stock upon such time as (A) the Company has filed a Form S-1 or Form 10, or other applicable form, with the Securities and Exchange Commission (the “SEC”) and such Form S-1 or other registration statement has been declared effective, or such Form 10 or other applicable form is no longer subject to comments from the Staff of the SEC, and (B) Ecoark elects to distribute shares of the Company’s common stock to Ecoark’s shareholders. The Series A has a stated value of $30 million and has a liquidation preference over the common stock and any subsequent series of junior preferred stock equal to the stated value, plus any accrued but unpaid dividends. WR has operations in oil and gas, including exploration, production and drilling operations on over 30,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi.

This transactions is being accounted for as a reverse acquisition. No cash was paid relating to the acquisition. As the acquisition of WR resulted in the owners of WR gaining control over the combined entity after the transaction, and the shareholders of the Company continuing only as passive investors, the transaction was not considered a business combination under the ASC. Instead, this transaction was considered to be a capital transaction of the legal acquiree (WR) and was equivalent to the issuance of shares by WR for the net monetary assets of the Company accompanied by a recapitalization.

The Company effective September 29, 2022 changed their fiscal year to March 31 from December 31 as March 31 was the year end for WR. The following unaudited pro forma consolidated statements of operations for the year ended December 31, 2021 of the Company, and year ended March 31, 2022 for WR as well as the six months ended June 30, 2022 for the Company and three months ended June 30, 2022 for WR gives effect to the above as if the transactions had occurred at the beginning of the period. The unaudited pro forma consolidated balance sheet at June 30, 2022 assumes the effects of the above as if this transaction had occurred as of January 1, 2022 for the Company and April 1, 2022 for WR.

WHITE RIVER ENERGY CORP.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated financial statements are based upon, and should be read in conjunctions with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and the audited financial statements of WR reflected herein.

The unaudited pro forma consolidated financial statements and notes thereto contained forward-looking statements that involve risks and uncertainties. Therefore, our actual results may vary materially from those discussed herein. The unaudited pro forma consolidated financial statements do not purport to be indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative our future results. We refer you to the above referenced financial statements for additional disclosure regarding these acquisitions.

WHITE RIVER ENERGY CORP.

NOTES TO UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – ACCOUNTING TREATMENT APPLIED AS A RESULT OF THIS TRANSACTION

The acquisition of WR is being accounted for as a reverse merger.

NOTE B – ADJUSTMENTS

(1)

To record the acquisition of WR which includes the reclassification of the amount due to Ecoark Holdings and elimination of goodwill.

(2)

To reclassify to discontinued operations the activity related to Norr and Elysian as those entities were sold in September 2022.

(3)

To fully depreciate fixed assets that remained in the Company pre-acquisition of WR.

NOTE C – PRO FORMA WEIGHTED AVERAGES SHARES OUTSTANDING

Pro forma shares outstanding assuming the transaction occurred as of March 31, 2022 / December 31, 2021:

Energy Weighted Average Shares Outstanding			7,418,002

Pro forma adjustments – Shares issued to WR (assuming Conversion of the 1,200 Series A Preferred Shares			43,235,519

Pro forma shares outstanding			50,653,521

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2022 FOR FORTIUM HOLDINGS CORP.

(AND THREE MONTHS ENDED JUNE 30, 2022 FOR WHITE RIVER HOLDINGS CORP.)

							Other
				White River			Transaction
	Historical			Holding Corp.			Adjustments			Pro Forma
							(2)

Revenues	$	636		$	1,614,275		$	(636	)	$	1,614,275
Cost of revenues		10,368			-			(10,368	)		-
Gross profit (loss)		(9,732	)		1,614,275			9,732			1,614,275

Salaries and salaries related costs		68,000			445,605						513,605
Oilfield costs, supplies and repairs		-			2,024,993			-			2,024,993
Selling, general and administrative costs		222,825			1,319,528			(112,499	)		1,429,854
Depreciation, amortization, impairment, depletion and accretion		418			168,864			(418	)		168,864
Total operating expenses		291,243			3,958,990			(112,917	)		4,137,316

Loss from operations before other income (expenses)		(300,975	)		(2,344,715	)		122,649			(2,523,041	)

OTHER INCOME (EXPENSE)
Realized gain on investment		4,648			-			-			4,648
Gain on sale of oil and gas property and ARO		-			360,377			-			360,377
Interest expense, net of interest income		-			(2,206	)		-			(2,206	)
Total other income (expense)		4,648			358,171						362,819

LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(296,327	)		(1,986,544	)		122,649			(2,160,222	)
Provision for income taxes		-			-			-			-

NET LOSS		(296,327	)		(1,986,544	)		122,649			(2,160,222	)

Net loss attributable to non-controlling interest		1,737			-			(1,737	)		-

NET LOSS TO CONTROLLING INTEREST	$	(294,590	)	$	(1,986,544	)	$	120,912		$	(2,160,222	)

NET EARNINGS (LOSS) PER SHARE

Basic and Diluted earnings (loss) per share:	$	(0.04	)	$	(0.03	)				$	(0.04	)

WEIGHTED AVERAGE SHARES OUTSTANDING		8,400,000			60,000,000						50,653,521

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2021 FOR FORTIUM HOLDINGS CORP.

(AND MARCH 31, 2022 FOR WHITE RIVER HOLDING CORP.)

							Other
				White River			Transaction
	Historical			Holding Corp.			Adjustments			Pro Forma
							(2)

Revenues	$	-		$	5,046,559		$	-		$	5,046,559

Salaries and salaries related costs		138,991			2,027,255						2,166,246
Professional and consulting fees		-			324,739			-			324,739
Oilfield supplies and repairs		-			3,339,369			-			3,339,369
Selling, general and administrative costs		1,221,637			2,065,897			(29,944	)		3,257,590
Depreciation, amortization, impairment, depletion and accretion		838			6,218,183			(838	)		6,218,183
Total operating expenses		1,361,466			13,975,443			(30,782	)		15,306,127

Loss from operations before other income (expenses)		(1,361,466	)		(8,928,884	)		30,782			(10,259,568	)

OTHER INCOME (EXPENSE)
Change in fair value of derivative liability on Ecoark		-			2,954,109			-			2,954,109
Gain on sale of oil and gas property and ARO		-			(885,796	)		-			(885,796	)
Realized gain on investment		365,005			-			-			365,005
Unrealized loss on investment		(1,283,502	)		-			-			(1,283,502	)
Interest expense, net of interest income		(45	)		(62,182	)		-			(62,227	)
Total other income (expense)		(918,542	)		2,006,131						1,087,589

LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(2,280,008	)		(6,922,753	)		30,782			(9,171,979	)
Provision for income taxes		-			-			-			-

NET LOSS		(2,280,008	)		(6,922,753	)		30,782			(9,171,979	)

Net loss attributable to non-controlling interest		-			-			-			-

NET LOSS TO CONTROLLING INTEREST	$	(2,280,008	)	$	(6,922,753	)	$	30,782		$	(9,171,979	)

NET EARNINGS (LOSS) PER SHARE

Basic and Diluted earnings (loss) per share:	$	(0.31	)	$	(0.12	)				$	(0.18	)

WEIGHTED AVERAGE SHARES OUTSTANDING		7,418,002			60,000,000						50,653,521

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2022

							Other			Other			Other
				White River			Transaction			Transaction			Transaction
	Historical			Holdings Corp.			Adjustments			Adjustments			Adjustments			Pro Forma
ASSETS							(1)			(2)			(3)

CURRENT ASSETS
Cash	$	33,491		$	62,859		$	-		$	(1,349	)	$	-		$	95,001
Accounts receivable					795,178			-			-			-			795,178
Prepaid expenses and other current assets		51,916			967,507			-			(51,916	)		-			967,507
Inventory		40,901			136,007			-			(40,901	)		-			136,007
Total current assets		126,308			1,961,551			-			(94,166	)		-			1,993,693

NON-CURRENT ASSETS

Property and equipment, net		1,256			1,182,034			-			-			(1,256	)		1,182,034
Capitalized drilling costs					348,725			-			-			-			348,725
Oil and gas reserves					5,536,495												5,536,495
Right of use asset - operating leases					207,842			-			-			-			207,842
Other assets					14,760			-			-			-			14,760
Goodwill					2,100,374			(2,100,374	)		-			-			-
Total non-current assets		1,256			9,390,230			(2,100,374	)		-			(1,256	)		7,289,856

TOTAL ASSETS	$	127,564		$	11,351,781		$	(2,100,374	)	$	(94,166	)	$	(1,256	)	$	9,283,549


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	69,815		$	640,599		$	-		$	-		$	-			710,414
Current portion of lease liability - operating leases		-			156,259			-			-			-			156,259
Current portion of note payable		-			41,414			-			-			-			41,414
Due to Ecoark Holdings, Inc.		-			27,666,345			(27,666,345	)		-			-			-
Total current liabilities		69,815			28,504,617			(27,666,345	)		-			-			908,087

NON-CURRENT LIABILITIES
Asset retirement obligation					746,061												746,061
Lease liability - operating leases, net of current portion		-			70,763			-			-			-			70,763
Note payable, net of current portion		-			103,852			-			-			-			103,852
		-			920,676			-			-			-			920,676

Total liabilities		69,815			29,425,293			(27,666,345	)		-			-			1,828,763

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $0.0001 par value		-			-			-			-			-			-
Common stock, $0.0001 par value		840			60			(60	)		-			-			840
Additional paid-in capital		4,316,779			591,947			30,000,000			-			-			26,120,721
								(8,788,005	)
Accumulated deficit		(4,258,133	)		(18,665,519	)		4,354,036			(95,903	)		(1,256	)		(18,666,775	)
Total stockholders’ equity (deficit) before non-controlling interest		59,486			(18,073,512	)		25,565,971			(95,903	)		(1,256	)		7,454,786
Non-controlling interest		(1,737	)		-			-			1,737			-			-
Total stockholders’ equity (deficit)		57,749			(18,073,512	)		25,565,971			(94,166	)		(1,256	)		7,454,786

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	127,564		$	11,351,781		$	(2,100,374	)	$	(94,166	)	$	(1,256	)	$	9,283,549