PEDEVCO Corp. (NYSE American:PED), announced today that it has merged with certain portfolio companies controlled by Juniper Capital Advisors, L.P., which own substantial oil-weighted producing assets and significant leasehold interests with future drilling inventory located in the Northern DJ and Powder River Basin. As consideration, PEDEVCO issued 10,650,000 shares of PEDEVCO Series A Convertible Preferred stock, convertible into 106,500,000 shares of common stock of the Company, and PEDEVCO has refinanced the Portfolio Companies’ previously outstanding debt and preferred equity. Simultaneously with the closing of the Transaction, PEDEVCO has also closed on a private placement of 6,363,637 Convertible Preferred Shares, raising a total of $35 million in gross cash proceeds.

Upon conversion of the Convertible Preferred Shares, Juniper and certain of its affiliates will own approximately 53% of the combined entity, and the Company is expected to have total debt of approximately $87 million and approximately $10 million in cash, after giving effect to the Transaction and Equity Raise.

“We believe that this transaction marks a transformative step for PEDEVCO, positioning us to accelerate a consolidation and growth strategy centered in the Rockies”, said J. Douglas Schick, President and CEO of PEDEVCO. “There is significant opportunity to build a leading oil and gas company in the region through both organic growth and the acquisition of assets on terms that we expect to be more attractive than what we are seeing in other areas, including the Permian Basin. We look forward to working with our new team members and the new members of our Board to execute this strategy over the next several years, with a continued focus on increasing shareholder value while continually maintaining a strong balance sheet.”

“Juniper has been keenly focused on the U.S. Rockies for many years given strong well-level economics across multiple formations, extensive remaining drilling inventory spanning a large geographic area, and diverse ownership of assets,” said Edward Geiser, Executive Managing Partner of Juniper. “We believe the newly transformed PEDEVCO, which owns key assets proximal to some of the largest public and private operators, has the opportunity to grow organically through drilling its extensive operated inventory as well as through strategic consolidation. We are excited to be partnered with Doug and the PEDEVCO team, and we look forward to creating significant value for all shareholders over the next several years.”

Highlights of the Combined Company

• Positions PEDEVCO as a Premier Publicly-Traded Rockies-Focused Operator: The addition of substantial, oil-weighted, production and a large acreage position across the Northern DJ Basin and Powder River Basin (“PRB”), together with PEDEVCO’s existing DJ Basin production and acreage, transforms PEDEVCO into a premier publicly-traded Rockies-focused operator with over 6,500 BOEPD of current production, which is over 80% oil, and over 328,000 net acres.

• Strong Cash Generation with Extensive Potential Drilling Inventory: The combined company generates significant cash flow, supported by its relatively high percentage oil production and competitive cost structure. With its large acreage position in the DJ Basin and Powder River Basin, combined with the multiple formations being developed in such areas, the Company has identified well over a decade of potential future drilling inventory on its existing position.

• Low-Cost Operator and Conservative Capital Structure: PEDEVCO remains a low-cost operator with low general and administrative expenses (G&A) and a conservative capital structure, which it expects to maintain in the future. At the closing of the Transaction, PEDEVCO had total debt of approximately $87 million and approximately $10 million in cash.

• Positioned for Organic Growth and Strategic Consolidation: PEDEVCO has thirty-two wells of varying working interest that have recently been completed or are scheduled to be completed in Q4 2025 and early Q1 2026, which is expected to generate material production growth for the company over the next several months. Additionally, the Company will be focused on strategic consolidation in its areas of focus with such potential acquisitions expected to deliver accretion and operational synergies to the benefit of shareholders, while maintaining a healthy capital structure.

Transaction Details

PEDEVCO has issued 10,650,000 shares of Series A Convertible Preferred Shares to Juniper. The conversion of the Preferred Shares was subject to approval of the Company’s stockholders, which was received on October 30, 2025 (as discussed below), and as such, subject to customary filing and waiting periods under the rules of the Securities and Exchange Commission, and the mailing of a Schedule 14C Definitive Information Statement (“Stockholder Approval Effective Time”) following the closing of the Transaction, will automatically convert into 106.5 million shares of common stock, representing approximately 53% of the combined entity, when taking into account the Preferred Shares sold in the private placement discussed below.

PEDEVCO has received shareholder consent from the majority of its existing shareholders, including its Chairman and majority shareholder, Dr. Simon Kukes, who beneficially owned approximately 65% of the Company’s common stock prior to the closing of the Transaction, approving the conversion of the Preferred Shares issued to Juniper and in the equity raise.

Following the closing and upon the effectiveness of the actions undertaken by shareholder consent, including the conversion of the Series A Convertible Preferred Shares, PEDEVCO expects to have total debt of approximately $87 million and approximately $10 million in cash, and approximately 266 million shares of common stock outstanding.

Corporate Governance

Upon the closing of the Transaction, Josh Schmidt, Partner and Chief Operating Officer of Juniper, as well as Martyn Willsher and Kristel Franklin, both independent directors, joined PEDEVCO’s Board of Directors. Dr. Simon Kukes, John J. Scelfo, and H. Douglas Evans stepped down from the Board. J. Douglas Schick and John K. Howie both remain on the Board of Directors, and Edward Geiser, Juniper’s Managing Partner, is expected to join the six-person Board of Directors when the Convertible Preferred Shares are converted to common shares, which is expected to occur in the coming months.

PEDEVCO’s management team will lead the combined company with the addition of Reagan Tuck (“RT”) Dukes as Chief Operating Officer and Robert (“Bobby”) J. Long as Chief Financial Officer. Mr. Dukes and Mr. Long were previously CEO and CFO, respectively, of the Portfolio Companies. At closing, PEDEVCO also brought on a total of twelve additional employees who were previously employees of the Portfolio Companies, which the Company expects to allow for seamless integration.

Financing

At closing, PEDEVCO increased its borrowing base under its existing $250 million reserve-based lending facility with Citibank from $20 million to $120 million and has drawn approximately $87 million against that facility to help fund the Transaction.

PEDEVCO has also completed a $35 million private placement of Preferred Shares that, upon conversion, will result in the issuance of 63,636,370 million shares of common stock. Participants in this placement include Juniper and PEDEVCO’s senior management team, including Dr. Simon Kukes, J. Douglas Schick, President & CEO, Clark R. Moore, Executive Vice President and General Counsel, and Chief Commercial Officer, Jody Cook, as well as new management team members RT Dukes and Robert J. Long. The proceeds of this equity offering have been applied to the Transaction consideration to maintain a conservative balance sheet, while positioning the Company for future growth. All Preferred Shares, related to the Transaction and the Equity Raise, are expected to be converted to common stock simultaneously.

Advisors

Roth Capital Partners served as financial advisor, and K&L Gates and The Loev Law Firm, PC served as legal advisors, to PEDEVCO. Stephens Inc. served as financial advisor, and Gibson, Dunn & Crutcher LLP served as legal advisor, to Juniper.

About PEDEVCO Corp.

PEDEVCO is a publicly-traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company’s principal assets are its D-J Basin Asset located in the D-J Basin in Weld and Morgan Counties, Colorado and Southeastern Wyoming, and its San Andres Asset located in the Northwest Shelf of the Permian Basin in eastern New Mexico. PEDEVCO is headquartered in Houston, Texas. More information about PEDEVCO can be found at www.pedevco.com.

About Juniper Capital Advisors, L.P.

Juniper Capital is an energy investment firm based in Houston, Texas with approximately $1.7 billion of cumulative equity commitments as of February 2025. Juniper is focused on working with high-quality management teams to provide equity capital to demonstrate the value and productive potential of oil and gas properties located primarily in the continental United States.

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