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Vivakor Signs LOI with Texas International Airport

Vivakor announced receipt of a signed, nonbinding letter of intent, or LOI, from the operator of a major Texas international airport, to negotiate a lease for approximately 12.9 acres at the airport for a proposed hydrogen production plant and fueling station. The proposed development would expand Vivakor's energy infrastructure platform into airport fueling services. The October 14 LOI also allows for consideration of additional land if necessary. Vivakor envisions a phased development, beginning with hydrogen and compressed natural gas fueling infrastructure. The proposed facility would support the airport operator's planned acquisition of 10 hydrogen-powered buses while providing CNG fueling capabilities for its existing vehicles. Additional airport transportation and airline ground support vehicles represent potential future applications. A second phase would involve the proposed development of an on-site hydrogen production plant using airport-generated organic waste, including food waste and sewage sludge, as potential feedstock. The concept would connect waste generated by airport operations with hydrogen fuel used in those same operations, creating opportunities to expand production and distribution as demand develops. The proposed project would extend Vivakor's environmental services strategy into an additional transportation fuel market, building on the resource recovery focus of its Remediation Processing Center initiative.

Vivakor Completes Due Diligence on Direct Midstream, Advancing $40M Acquisition

Vivakor announced completion of its due diligence review of Direct Midstream, advancing the proposed $40M acquisition toward a definitive purchase agreement. The milestone moves Vivakor closer to a potential expansion of its Permian Basin infrastructure while advancing its Remediation Processing Center strategy. Direct Midstream's produced water management, disposal, oil reclamation and oilfield waste services would complement Vivakor's transportation and terminaling businesses and its strategy for recovering reusable hydrocarbons from oilfield waste streams, broadening the services available across its energy infrastructure platform. The parties are now working toward finalizing the definitive agreement. Direct Midstream's platform includes seventeen saltwater disposal facilities and nine fresh water and brine stations, with approximately 11.5M barrels per month of permitted disposal capacity. Its infrastructure serves oil and gas operators across the Permian Basin and would expand Vivakor's ability to participate in multiple stages of the energy services value chain. As previously announced, the LOI contemplates a $40M gross purchase price and a $10M capital investment by Vivakor into Direct Midstream at closing, with that investment reducing the consideration payable to the seller dollar-for-dollar. Final transaction terms will be set forth in the definitive agreement, if executed. Execution of a definitive agreement and completion of the proposed acquisition remain subject to agreement on final terms, funding of the contemplated capital investment and other applicable conditions. There can be no assurance that a definitive agreement will be signed or that the acquisition will close.

Vivakor Proposes Acquisition of 100% of Direct Midstream for $40M

Vivakor announced that it has entered into a non-binding letter of intent, or LOI, for the proposed acquisition of 100% of the outstanding membership interests of Direct Midstream, a Midland, Texas-based water midstream company providing produced water infrastructure and oilfield waste management services throughout the Permian Basin. The LOI follows Vivakor's previously announced Indication of Interest and establishes the principal economic terms of the proposed transaction. Under the LOI, the proposed acquisition has a gross purchase price of $40M, based on four times Direct Midstream's targeted 2027 free cash flow of $10M, assuming Vivakor makes its contemplated capital investment. At closing, Vivakor would make a $10M capital investment in Direct Midstream, which would reduce the consideration payable to the seller dollar-for-dollar. Assuming no reductions for debt or net working capital, the remaining consideration would consist of approximately $29M of Vivakor Series B Preferred Stock and $1M of Vivakor common stock. The gross purchase price would also be subject to adjustment based on Direct Midstream's actual 2027 free cash flow, ranging from $30M to $50M at the minimum and maximum adjustment thresholds. The proposed transaction remains subject to customary due diligence, completion or waiver of required audited financial statements, Vivakor's funding of the contemplated capital investment, receipt of a fairness opinion acceptable to the independent members of Vivakor's board of directors, negotiation and execution of a definitive purchase agreement, and other customary closing conditions. There can be no assurance that a definitive agreement will be executed or that the proposed transaction will be completed on the terms described herein or at all.