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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 Material under §240.14a-12
Vitesse Energy, Inc.
(Name of Registrant as Specified in Its Charter)
n/a
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

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

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Preliminary Proxy Statement — Subject to Completion, Dated January 21, 2025
[MISSING IMAGE: lg_vitesse-4clr.jpg]
5619 DTC Parkway, Suite 700
Greenwood Village, Colorado 80111
[            ], 2025
PROPOSED ARRANGEMENT — YOUR VOTE IS VERY IMPORTANT
Dear Stockholders,
I am pleased to inform you that Vitesse Energy, Inc., a Delaware corporation (“Vitesse”), and Lucero Energy Corp., a corporation existing under the laws of the Province of Alberta, Canada (“Lucero”), have agreed to a strategic business combination transaction whereby Vitesse will acquire all of the issued and outstanding Lucero common shares (each, a “Lucero common share”) pursuant to a Plan of Arrangement (as defined below) (the “Arrangement”), with Lucero becoming a wholly owned subsidiary of Vitesse. Upon completion of the Arrangement, Lucero shareholders will receive 0.01239 of a share of Vitesse common stock, par value $0.01 per share (“Vitesse common stock”), in exchange for each Lucero common share held (other than Lucero common shares with respect to which dissenters’ rights have been validly exercised and not validly withdrawn), subject to adjustment if applicable, pursuant to the terms of an Arrangement Agreement entered into by Vitesse and Lucero on December 15, 2024 (as may be amended from time to time, the “Arrangement Agreement”).
The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business Corporations Act (Alberta) and is subject to the approval by the Court of King’s Bench of Alberta, Vitesse stockholders and Lucero shareholders and certain other customary conditions precedent. Upon completion of the Arrangement, it is expected that Vitesse stockholders as of immediately prior to the completion of the Arrangement will own approximately 80.0% and Lucero shareholders as of immediately prior to the completion of the Arrangement will own approximately 20.0% of the combined company on a fully diluted basis.
We are sending you the accompanying proxy statement to cordially invite you to attend a special meeting of the stockholders of Vitesse (the “Special Meeting”), which will be held entirely online at the following website: www.virtualshareholdermeeting.com/VTS2025SM, at 9:00 AM, Mountain Time, on [            ], 2025, or such other date, time and place to which the Special Meeting may be adjourned or postponed, for the purpose of considering and voting upon the following proposals in connection with the Arrangement:
(a)
Proposal No. 1 — The Stock Issuance Proposal — to approve the issuance of shares of Vitesse common stock to Lucero shareholders in connection with the Arrangement (the “Stock Issuance Proposal”); and
(b)
Proposal No. 2 — The Adjournment Proposal — to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, subject to the provisions of the Arrangement Agreement.
After careful consideration, the Vitesse Board of Directors has unanimously determined that it is advisable and in the best interests of Vitesse and its stockholders to consummate the Arrangement with Lucero as contemplated by the Arrangement Agreement. The Vitesse Board of Directors unanimously recommends that you vote “FOR” each of the proposals described above.
The accompanying proxy statement provides you with information about the Arrangement and the Special Meeting. Vitesse encourages you to read the proxy statement carefully and in its entirety, including the Arrangement Agreement, which is attached thereto as Annex A. Before deciding how to vote, you should consider the risk factors discussed in “Risk Factors.”

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YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
Your vote is important. The Arrangement cannot be completed unless the Stock Issuance Proposal is approved. Assuming a quorum is present, approval of the Stock Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting by the holders of shares entitled to vote on such matter, voting as a single class. Whether or not you plan to attend the Special Meeting in person (online), please vote as soon as possible to ensure that your shares are represented and voted at the Special Meeting. Accordingly, whether or not you plan to attend the Special Meeting in person (online), you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction form and returning it in the postage-paid envelope provided, or by voting over the telephone or via the internet as instructed in these materials. If you are a stockholder of record and sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the proposals described above. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions provided by that institution to vote your shares.
I strongly support the proposed Arrangement and join with our Board of Directors in unanimously recommending that you vote “FOR” each of the proposals described in this proxy statement.
Thank you for your continued support of Vitesse.
By Order of the Board of Directors,
[MISSING IMAGE: sg_robertwgerrity-bw.jpg]
Robert W. Gerrity
Chairman and Chief Executive Officer
[            ], 2025
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE ARRANGEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE ARRANGEMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THE ARRANGEMENT AGREEMENT, INCLUDING THE ARRANGEMENT, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The accompanying proxy statement is dated [            ], 2025 and, together with the enclosed form of proxy card, is first being mailed or otherwise distributed to stockholders of Vitesse on or about [            ], 2025.

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Preliminary Proxy Statement — Subject to Completion, Dated January 21, 2025
[MISSING IMAGE: lg_vitesse-4clr.jpg]
5619 DTC Parkway, Suite 700
Greenwood Village, Colorado 80111
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On [            ], 2025
A special meeting (“Special Meeting”) of stockholders of Vitesse Energy, Inc., a Delaware corporation (“Vitesse”), will be held entirely online at the following website: www.virtualshareholdermeeting.com/VTS2025SM, at 9:00 AM, Mountain Time, on [            ], 2025, or such other date, time and place to which the Special Meeting may be adjourned or postponed, for the purpose of considering and voting upon the following proposals in connection with a strategic business combination transaction (the “Arrangement”) pursuant to an Arrangement Agreement entered into by Vitesse and Lucero Energy Corp., a corporation existing under the laws of the Province of Alberta, Canada (“Lucero”), on December 15, 2024 (as may be amended from time to time, the “Arrangement Agreement”), whereby Vitesse will acquire all of the issued and outstanding Lucero common shares, with Lucero becoming a wholly owned subsidiary of Vitesse:

Proposal No. 1 — The Stock Issuance Proposal — to approve the issuance of shares of Vitesse common stock to Lucero shareholders in connection with the Arrangement (the “Stock Issuance Proposal”) and

Proposal No. 2 — The Adjournment Proposal — to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, subject to the provisions of the Arrangement Agreement.
The Vitesse Board of Directors unanimously recommends that you vote “FOR” each of the proposals described above.
The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business Corporations Act (Alberta) and is subject to the approval by the Court of King’s Bench of Alberta, Vitesse stockholders and Lucero shareholders and certain other customary conditions precedent.
The accompanying proxy statement provides you with information about the Arrangement Agreement, the Plan of Arrangement, the Arrangement and the Special Meeting. Vitesse encourages you to read the proxy statement carefully and in its entirety, including the Arrangement Agreement, which is attached to the accompanying proxy statement as Annex A.
Record Date:   [            ], 2025. Only stockholders of record as of the record date are entitled to receive notice of and to vote in person (online) or by proxy at the Special Meeting and any adjournment or postponement of the Special Meeting.
The proxy statement is dated [            ], 2025, and is first being mailed to our stockholders on or about [            ], 2025.
All stockholders are cordially invited to attend the Special Meeting in person (online) or by proxy. It is important that your shares be represented at the Special Meeting whether or not you are able to attend. If you are unable to attend, please promptly vote your shares by telephone or internet or by signing, dating and returning the enclosed proxy card at your earliest convenience. Voting by the internet or telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Vitesse reduce postage and proxy tabulation costs.

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Your vote is important. The Arrangement cannot be completed unless the Stock Issuance Proposal is approved. Assuming a quorum is present, approval of the Stock Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting by the holders of shares entitled to vote on such matter, voting as a single class. Whether or not you plan to attend the Special Meeting in person (online), please vote as soon as possible to ensure that your shares are represented and voted at the Special Meeting.
By Order of the Board of Directors,
[MISSING IMAGE: sg_mscottregan-bw.jpg]
M. Scott Regan
Secretary
[            ], 2025

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IMPORTANT VOTING INSTRUCTIONS
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON (ONLINE), VITESSE URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions provided by that institution to vote your shares.
Vitesse urges you to read the proxy statement and its annexes carefully and in their entirety.
If you are a Vitesse stockholder and have any questions concerning the Arrangement or the proxy statement, would like additional copies of the proxy statement, need to obtain proxy cards or need help voting, please contact Vitesse’s proxy solicitor:
[MISSING IMAGE: lg_innisfree-4c.jpg]
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders Call (Toll-Free): (877) 800-5185
Banks and Brokers Call: (212) 750-5833
To receive timely delivery of requested documents, you should make your request to Innisfree M&A Incorporated no later than ten days in advance of the Special Meeting. You will not be charged for any of the documents that you request.
For additional information about Vitesse, please see “Where You Can Find More Information.”

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CERTAIN DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “Vitesse,” “the Company,” “we,” “us” or “our” refer to Vitesse Energy, Inc., a Delaware corporation. References to “$” refer to the lawful currency of the United States of America; and “C$” refer to the lawful currency of Canada.
In this proxy statement, unless otherwise stated or the context otherwise requires:

ABCA” means the Business Corporations Act (Alberta), as amended, including the regulations promulgated thereunder;

Acquisition Proposal” has the meaning set forth under “The Arrangement Agreement and the Plan of Arrangement — Non-Solicitation of Alternative Transactions and Change in Recommendation”;

Adjournment Proposal” means the proposal to Vitesse stockholders to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, subject to the provisions of the Arrangement Agreement;

Adverse Recommendation Change” with respect to each of Vitesse and Lucero has the meaning set forth under “The Arrangement Agreement and the Plan of Arrangement — Non-Solicitation of Alternative Transactions and Change in Recommendation”;

Alberta Court” means the Court of King’s Bench of Alberta;

Arrangement” means the arrangement of Lucero under Section 193 of the ABCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Alberta Court, and the other transactions contemplated by the Arrangement Agreement and the Plan of Arrangement;

Arrangement Agreement” means that certain Arrangement Agreement, dated December 15, 2024, between Vitesse and Lucero, a copy of which is attached to this proxy statement as Annex A;

Arrangement Resolution” means the special resolution of Lucero shareholders approving the Arrangement;

Article 11” has the meaning set forth under “Unaudited Pro Forma Condensed Combined Financial Statements”;

Baker Botts” refers to Baker Botts L.L.P.;

Basin” refers to a large natural depression on the earth’s surface in which sediments generally brought by water accumulate;

Bbl” refers to one stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to oil, condensate or NGLs;

BDP” refers to Burnet, Duckworth & Palmer LLP;

BIA” refers to the federal Bureau of Indian Affairs;

Blakes” refers to Blake, Cassels & Graydon LLP;

BLM” refers to the Bureau of Land Management under the DOI;

Board Increase” has the meaning set forth under “Questions and Answers About the Special Meeting”;

Boe/d” refers to one Boe per day;

Boe” refers to barrels of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil;

Btu” refers to a British thermal unit, which is the quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit;
 
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CAA” refers to the Clean Air Act of 1970;

Canadian Securities Administrators” refers to the applicable securities commission and other securities regulatory authorities in each of the provinces and territories of Canada;

Cawley” refers to Cawley, Gillespie & Associates, Inc.;

CEQ” refers to the Council on Environmental Quality, a division of the Executive Office of the President of the United States;

CERCLA” refers to the Comprehensive Environmental, Response, Compensation, and Liability Act;

CFTC” refers to the Commodities Futures Trading Commission;

Closing” means the closing of the Arrangement;

Code” refers to the United States Internal Revenue Code of 1986, as amended;

COGE Handbook” refers to the Canadian Oil and Gas Evaluation Handbook prepared jointly by The Society of Petroleum Evaluation Engineers (Calgary Chapter) and the Canadian Institute of Mining, Metallurgy & Petroleum (Petroleum Society), as amended or superseded from time to time;

Combined Company” means Vitesse after the consummation of the Arrangement;

Commitments” has the meaning set forth under “Risk Factors — Risk Factors Relating to Vitesse”;

completion” refers to the process of preparing an oil and natural gas wellbore for production through the installation of permanent production equipment, as well as perforation and fracture stimulation to optimize production of oil, natural gas and or NGLs;

condensate” refers to a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature;

Consideration” means 0.01239 of a share of Vitesse common stock for each Lucero common share as consideration pursuant to the Plan of Arrangement;

the “Corps” refers to the United States Army Corps of Engineers;

CWA” refers to the Federal Water Pollution Control Act of 1972;

the “DAPL” refers to the Dakota Access Pipeline;

DD&A” refers to depletion, depreciation, amortization, and accretion;

Deloitte” refers to Deloitte & Touche LLP;

Designated Directors” has the meaning set forth under “Questions and Answers About the Special Meeting”;

DGCL” refers to the General Corporation Law of the State of Delaware;

DGS” refers to Davis, Graham and Stubbs LLP;

differential” refers to an adjustment to the price of oil or natural gas from an established index price to reflect differences in the quality or location of oil or natural gas;

Dissenters’ Rights Condition” means the condition that holders of no more than 5% of Lucero common shares shall have validly exercised, and not withdrawn, dissenters’ rights;

the “Distribution refers to the transaction on January 13, 2023 in which Jefferies distributed to its shareholders outstanding shares of Vitesse common stock held by Jefferies;

the “Dodd-Frank Act” refers to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

the “DOI” refers to the Department of the Interior;

DRS Advice” means a Direct Registration System (DRS) Advice;
 
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dry hole” refers to a well found to be incapable of producing oil and natural gas in sufficient quantities to justify completion;

EBITDAX” has the meaning set forth under “The Arrangement — Opinion of Financial Advisor to Vitesse”;

Effective Date” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement;

Effective Time” means 12:01 a.m. (Calgary time) on the Effective Date or such other time as Vitesse and Lucero agree in writing;

EIS” refers to an environmental impact statement;

the “EPA” refers to the Environmental Protection Agency;

Ernst & Young” refers to Ernst & Young LLP;

the “ESA” refers to the Endangered Species Act;

ESG” refers to environmental, social and governance;

Evercore” means Evercore Group L.L.C., as a financial advisor to Vitesse in connection with the Arrangement;

Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

Exchange Ratio” means, for each Lucero common share (other than Lucero common shares held by dissenting Lucero shareholders), 0.01239 of a share of Vitesse common stock, subject to adjustment in accordance with the Plan of Arrangement, if applicable;

FASB” refers to the Financial Accounting Standards Board;

FBIR” means the Fort Berthold Indian Reservation;

FDIC” refers to the Federal Deposit Insurance Corporation;

FERC” refers to the Federal Energy Regulatory Commission;

Final Order” means the final order of the Alberta Court pursuant to Section 193(4) of the ABCA approving the Arrangement;

First Reserve” refers to FR XIII PetroShale Holdings L.P.;

Forecasted Financial Information” has the meaning set forth under “The Arrangement — Certain Unaudited Prospective Financial and Operating Information”;

FTC” refers to the Federal Trade Commission;

GAAP” refers to the generally accepted accounting principles in the United States of America in effect from time to time;

GHGs” refers to greenhouse gases;

Governmental Entity” means any supranational, national, provincial, tribal authority, state, local or foreign government, any instrumentality, subdivision, court, executive, legislature, tribunal, administrative agency, regulatory authority or commission or other authority thereof, or any quasi-governmental, self-regulatory or private body exercising any regulatory, judicial, administrative, taxing, importing or other governmental or quasi-governmental authority;

gross acres” refers to the total acres in which a working interest is owned;

gross wells” refers to the total wells in which a working interest is owned;

IASB” refers to the International Accounting Standards Board;

IFRS” refers to the International Financial Reporting Standards as issued by IASB;

Innisfree” refers to Innisfree M&A Incorporated;
 
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Intervening Event” has the meaning set forth under “The Arrangement Agreement and the Plan of Arrangement — Non-Solicitation of Alternative Transactions and Change in Recommendation”;

Interim Order” means the interim order of the Alberta Court with respect to the Arrangement;

IPOs” refers to initial public offerings;

the “IRA” refers to the Inflation Reduction Act of 2022;

IRS” refers to the Internal Revenue Service;

Jefferies” refers to Jefferies Financial Group Inc. and its consolidated subsidiaries other than, for all periods following the Spin-Off, Vitesse, unless the context requires otherwise;

Jefferies Capital Partners” refers to Jefferies Capital Partners V L.P. and Jefferies SBI USA Fund L.P., collectively, the holders of a majority of the equity interests in Vitesse Oil and entities in which Jefferies holds an indirect limited partner interest;

KPMG” refers to KPMG LLP;

LIBOR” refers to the London Interbank Offered Rate;

LTIP” refers to Vitesse’s long-term incentive plan;

Lucero” means Lucero Energy Corp., a corporation existing under the ABCA;

Lucero Board” means the Board of Directors of Lucero;

Lucero common shares” means the voting common shares in the capital of Lucero;

Lucero shareholders” means the holders of Lucero common shares;

Lucero Shareholder Approval” has the meaning set forth under “Questions and Answers About the Special Meeting”;

Material Adverse Effect” has the meaning set forth under “The Arrangement Agreement and the Plan of Arrangement — Representations and Warranties”;

MBbls” refers to one thousand barrels of oil or NGLs;

MBoe” refers to one thousand barrels of oil equivalent;

Mcf” refers to one thousand cubic feet of natural gas;

MIUs” refers to management incentive units;

MMBoe” refers to one million barrels of oil equivalent;

MMBtu” refers to one million British thermal units;

MMcf” refers to one million cubic feet of natural gas;

NAAQS” refers to National Ambient Air Quality Standards;

NDIC” refers to the North Dakota Industrial Commission;

NEPA” refers to the National Environmental Policy Act;

net acres” refers to the sum of the fractional working interests owned in gross acres (e.g., a 10% working interest in a lease covering 1,280 gross acres is equivalent to 128 net acres);

net wells” refers to wells that are deemed to exist when the sum of fractional ownership working interests in gross wells equals one;

NGLs” refers to natural gas liquids;

NI 51-101” refers to National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities of the Canadian Securities Administrators;

NSAI” refers to Netherland, Sewell & Associates, Inc.;

NSPS” refers to New Source Performance Standards;
 
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NYMEX” refers to the New York Mercantile Exchange;

NYMEX Strip” has the meaning set forth under “The Arrangement — Certain Unaudited Prospective Financial and Operating Information”;

NYSE” means The New York Stock Exchange;

OPA” refers to the Oil Pollution Act of 1990;

OPEC” refers to the Organization of Petroleum Exporting Countries;

OTC” refers to the over-the-counter market;

the “Paris Agreement” refers to the United Nations-sponsored Paris Agreement;

PDNP” or “proved developed non-producing” refers to proved reserves that are developed behind pipe and are expected to be recovered from zones in existing wells that will require additional completion work or future recompletion prior to the start of production;

PDP” or “proved developed producing” refers to proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods;

Peters” refers to Peters & Co. Limited;

PetroShale US” refers to PetroShale US, Inc., a U.S. wholly owned subsidiary of Lucero;

PHMSA” refers to the Pipeline and Hazardous Materials Safety Administration;

Plan of Arrangement” means that certain Plan of Arrangement substantially in the form attached as Exhibit B to the Arrangement Agreement, and any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or upon the direction of the Alberta Court in the Final Order;

possible reserves” refers to the additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves;

Predecessor” refers to Vitesse Energy;

Predecessor Company Agreement” means the Limited Liability Company Agreement of the Predecessor, dated as of July 1, 2018, as amended;

Pre-Spin-Off Transactions” refers to the series of transactions, including Vitesse’s acquisitions of Vitesse Energy and Vitesse Oil, consummated immediately prior to the Distribution;

Prior Revolving Credit Facility” refers to Vitesse Energy’s Amended and Restated Credit Agreement, dated as of April 29, 2022, as amended from time to time, among Vitesse Energy, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto;

probable reserves” refers to the additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered;

productive well” refers to a well that is found to be capable of producing oil and natural gas in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes;

proved developed reserves” refers to proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of new equipment or operating methods is relatively minor compared to the cost of a new well;

proved reserves” refers to the quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the
 
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hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time;

PSU” refers to restricted stock units granted under the LTIP subject to performance-based vesting;

PUD” or “proved undeveloped” refers to proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for development. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years from the date that such undrilled location was initially classified as proved undeveloped unless specific circumstances justify a longer time. Under no circumstances shall estimates of proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty;

RBC” refers to RBC Dominion Securities Inc.;

RCRA” means the Resource Conservation and Recovery Act;

Record Date” means the close of business on [           ], 2025;

reserves” refers to estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project;

Revolving Credit Facility” refers to Vitesse’s Second Amended and Restated Credit Agreement, as amended from time to time, among Vitesse, as borrower, Wells Fargo Bank. N.A., as administrative agent, and the lenders party thereto, dated as of January 13, 2023;

ROLA” refers the Federal Resource Conservation and Recovery Act;

RSU” refers to restricted stock units granted under the LTIP subject to time-based vesting;

Rule 144” refers to Rule 144 promulgated under the Securities Act;

SDWA” refers to the Safe Drinking Water Act;

SEC” refers to the Securities and Exchange Commission;

Securities Act” means the Securities Act of 1933, as amended;

SEDAR+” means the System for Electronic Document Analysis and Retrieval maintained on behalf of the applicable securities commissions and other securities regulatory authorities in each of the applicable provinces of Canada;

SOFR” refers to the Secured Overnight Financing Rate;

Special Meeting” means the Special Meeting of Vitesse stockholders organized for the purpose of considering and voting on the Stock Issuance Proposal, and, if necessary, the Adjournment Proposal, including any adjournment or postponement thereof;

the “Spin-Off” refers to Vitesse’s separation on January 13, 2023 from Jefferies and the creation of an independent, publicly traded company, Vitesse, through (1) the Pre-Spin-Off Transactions and (2) the Distribution;

Standardized Measure” refers to discounted future net cash flows estimated by applying year-end SEC prices (based on the twelve-month unweighted arithmetic average of the first-day-of-the-month oil and natural gas prices for such year-end period) to the estimated future production of year-end proved reserves. Future cash flows are reduced by estimated future production and development costs, including asset retirement obligations, based on year-end costs to determine pre-tax cash inflows.
 
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Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess of pre-tax cash flows over Vitesse’s tax basis in the oil and natural gas properties. Future net cash flows after income taxes are discounted using a 10% annual discount rate;

Stock Issuance Proposal” means the proposal to Vitesse stockholders to approve the issuance of shares of Vitesse common stock to Lucero shareholders in connection with the Arrangement;

Stock Repurchase Program” refers to the stock repurchase program approved by the Vitesse Board of Directors in February 2023 authorizing the repurchase of up to $60 million shares of Vitesse common stock;

Subject Vitesse Shares” has the meaning set forth under “Questions and Answers About the Special Meeting”;

Superior Proposal” has the meaning set forth under “The Arrangement Agreement and the Plan of Arrangement — Non-Solicitation of Alternative Transactions and Change in Recommendation”;

SVB” refers to Silicon Valley Bank;

Tax Act” refers to the Income Tax Act (Canada);

Tax Matters Agreement” refers to the tax matters agreement entered into between Jefferies and Vitesse on January 13, 2023;

TCJA” refers to the Tax Cuts and Jobs Act of 2017;

Termination Date” refers to June 15, 2025;

Treasury Regulations” refers to final, temporary and (to the extent they can be relied upon) proposed regulations promulgated under the Code, as amended from time to time (including corresponding provisions and succeeding provisions);

TSXV” means the TSX Venture Exchange;

two-stream basis” refers to the reporting of production or reserve volumes of oil and wet natural gas, where the NGLs have not been removed from the natural gas stream, and the economic value of the NGLs is included in the wellhead natural gas price;

U.S. Standards” has the meaning set forth under “Risk Factors — Risk Factors Relating to the Combined Company Following the Arrangement”;

Vitesse,” “we,” “our,” “us” and the “Company” ​(1) when used in regard to events prior to the Spin-Off, refer to Vitesse Energy and do not give effect to the consummation of the Pre-Spin-Off Transactions, and (2) when used in regard to events subsequent to the Spin-Off or future tense, refer to Vitesse Energy, Inc. and its consolidated subsidiaries and give effect to the consummation of the Pre-Spin-Off Transactions, in each case unless the context requires otherwise;

Vitesse Board of Directors” means the Board of Directors of Vitesse;

Vitesse Bylaws” means the Amended and Restated Bylaws of Vitesse, dated January 13, 2023, as the same may have been amended, supplemented or modified from time to time;

Vitesse Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of Vitesse, dated January 12, 2023, as the same may be amended, supplemented or modified from time to time;

Vitesse common stock” means common stock of Vitesse, par value of $0.01 per share;

Vitesse Energy” refers to Vitesse Energy, LLC and its consolidated subsidiaries;

Vitesse Management Strip” has the meaning set forth under “The Arrangement — Certain Unaudited Prospective Financial and Operating Information”;

Vitesse Oil Revolving Credit Facility” refers to Vitesse Oil’s Credit Agreement, dated as of July 23, 2015, as amended from time to time, among Vitesse Oil, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto;
 
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Vitesse Oil” refers to Vitesse Oil, LLC;

Vitesse stockholders” means holders of Vitesse common stock;

Vitesse Stockholder Approval” has the meaning set forth under “Questions and Answers About the Special Meeting”;

Vitesse Supporting Stockholders” has the meaning set forth under “Questions and Answers About the Special Meeting”;

Vitesse Voting Agreements” has the meaning set forth under “Questions and Answers About the Special Meeting”;

VOCs” refers to volatile organic compounds;

Wall Street Consensus” has the meaning set forth under “The Arrangement — Certain Unaudited Prospective Financial and Operating Information”;

WOTUS” refers to the waters of the United States; and

WTI” refers to West Texas Intermediate.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical fact, included in this proxy statement, including those that address activities, events, or developments that Vitesse expects, believes, or anticipates will or may occur in the future, are forward-looking statements.
Examples of forward-looking statements include statements concerning the proposed Arrangement, including any statements regarding the expected timetable for completing the Arrangement, the anticipated increase to Vitesse’s dividend following the Closing, the composition of the Vitesse Board of Directors following the closing, the results, effects, benefits and synergies of the transaction, future opportunities for Vitesse, future financial performance and condition, guidance and any other statements regarding Vitesse’s or Lucero’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. Forward-looking statements can be identified by words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “if,” “intend,” “likely” “may,” “might,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “probable,” “project,” “should,” “strategy,” “target,” “will,” “would” and similar words and expressions.
Vitesse cautions investors that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are outside of Vitesse’s control, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this proxy statement. Investors are cautioned not to place undue reliance on these forward-looking statements. Risks and uncertainties that could cause actual results to differ from those described in forward-looking statements include the following:

the Closing may be delayed or the Arrangement Agreement may be terminated in accordance with its terms and the Arrangement may not be completed;

Vitesse stockholders may not approve the Stock Issuance Proposal;

Lucero shareholders may not approve the Arrangement Resolution;

the Alberta Court may not issue the Interim Order or the Final Order approving the Arrangement;

the parties may not be able to satisfy the conditions to the completion of the Arrangement in a timely manner or at all;

the Arrangement may not be accretive, and may be dilutive, to Vitesse’s earnings per share, which may negatively affect the market price of Vitesse common stock;

Vitesse and Lucero may incur significant transaction and other costs in connection with the Arrangement in excess of those anticipated by Vitesse or Lucero;

the Combined Company may fail to realize anticipated synergies or other benefits expected from the Arrangement in the timeframe expected or at all;

the unaudited pro forma condensed combined financial statements and other financial forecasts contained in this proxy statement may not be necessarily predictive of the Combined Company’s actual results of operations or financial condition following Closing;

the ultimate timing, outcome, and results of integrating the operations of Vitesse and Lucero;

the Arrangement and the announcement, pendency or completion thereof could have an adverse effect on the business, financial results and operations or employee or business relationships of Vitesse and Lucero;

the risks related to disruption of management time from ongoing business operations due to the Arrangement;

the Arrangement may disrupt current plans and operations that may harm Vitesse’s or Lucero’s respective businesses;

the effects of the business combination of Vitesse and Lucero, including the Combined Company’s future financial condition, results of operations, strategy and plans;
 
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changes in capital markets and the ability of the Combined Company to finance operations in the manner expected;

any litigation relating to the Arrangement;

risks to Vitesse’s and Lucero’s operating results and business generally, including the volatility of oil and natural gas prices and the uncertainty of estimates of oil and natural gas reserves, and the other risks, contingencies and uncertainties applicable to Vitesse and Lucero disclosed in Vitesse’s filings with the SEC and Lucero’s filings on SEDAR+;

the effects of commodity prices, including any resulting impact on Vitesse’s ability to sustain its anticipated dividend and any expected increases in its dividend following the Closing;

Lucero may have liabilities that are not known to Vitesse;

the uncertainty of the value of the Consideration due to the fixed Exchange Ratio and potential fluctuation in the market price of Vitesse common stock; and

failure to complete the Arrangement could have a negative impact on the price of Vitesse common stock and have a material adverse effect on Vitesse’s results of operations, cash flows and financial position.
All subsequent written or oral forward-looking statements attributable to Vitesse or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this section. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Vitesse does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
 
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
The following questions and answers briefly address some commonly asked questions about the Arrangement and other matters being considered at the Special Meeting. The following questions and answers do not include all the information that is important to our stockholders with respect to the Arrangement. We urge our stockholders to carefully read this entire proxy statement, including its annexes.
Q:
Why am I receiving this proxy statement?
A:
Vitesse has agreed to acquire Lucero pursuant to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement that are described in this proxy statement. If completed, the Arrangement will result in Vitesse acquiring all of the issued and outstanding Lucero common shares in exchange for shares of Vitesse common stock pursuant to the Plan of Arrangement. As a result, Lucero will become a wholly owned subsidiary of Vitesse. Shares of Vitesse common stock representing approximately [      ]% of Vitesse’s currently outstanding common stock will be issued to Lucero shareholders in the Arrangement. Immediately after the completion of the Arrangement, it is expected that Vitesse’s stockholders as of immediately prior to the completion of the Arrangement will own approximately 80.0% and Lucero shareholders as of immediately prior to the completion of the Arrangement will own approximately 20.0% of the Combined Company on a fully diluted basis. A copy of the Arrangement Agreement is attached to this proxy statement as Annex A.
You are receiving this proxy statement because you have been identified as a holder of shares of Vitesse common stock on the Record Date. This proxy statement is being used to solicit proxies on behalf of the Vitesse Board of Directors for the Special Meeting to obtain the required approval of Vitesse stockholders. This proxy statement contains important information about the Arrangement and related transactions and the Special Meeting, and you should read it carefully.
In order to complete the Arrangement, Vitesse stockholders must approve the issuance of Vitesse common stock, Lucero shareholders must approve the Arrangement, Lucero must obtain the Interim Order and a Final Order from the Alberta Court approving the Arrangement and all other conditions to the Arrangement must be satisfied or waived. Lucero will hold a separate shareholder meeting to obtain the required approval of its shareholders, which is currently expected to be held on [      ], 2025 as discussed below.
Q:
What will I receive under the Arrangement?
A:
Vitesse stockholders will not receive any consideration in the Arrangement. Vitesse stockholders will continue to own their existing shares of Vitesse common stock after completion of the Arrangement. Immediately after the completion of the Arrangement, it is expected that Vitesse stockholders as of immediately prior to the completion of the Arrangement will own approximately 80.0% and Lucero shareholders as of immediately prior to the completion of the Arrangement will own approximately 20.0% of the Combined Company on a fully diluted basis.
Q:
When and where is the Special Meeting?
A:
The Special Meeting will be held entirely online at the following website: www.virtualshareholdermeeting.com/VTS2025SM, on [      ], 2025 at 9:00 AM, Mountain Time.
Q:
How do I attend the Special Meeting?
A:
Vitesse stockholders will only be able to attend the Vitesse Special Meeting virtually via www.virtualshareholdermeeting.com/VTS2025SM. A Vitesse stockholder may participate, vote and examine Vitesse’s stockholder list at the Vitesse Special Meeting by visiting www.virtualshareholdermeeting.com/VTS2025SM and using the control number found on such stockholder’s proxy card or in the instructions that accompanied your proxy materials. For additional information on attending the Special Meeting, please see “The Special Meeting.”
 
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Q:
What will the Vitesse stockholders be asked to vote on at the Special Meeting?
A:
At the Special Meeting, Vitesse stockholders will be asked to consider and vote on the following proposals:
1.
Proposal No. 1 — The Stock Issuance Proposal — to approve the issuance of shares of Vitesse common stock to Lucero shareholders in connection with the Arrangement; and
2.
Proposal No. 2 — The Adjournment Proposal — to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, subject to the provisions of the Arrangement Agreement.
Q:
What will the Lucero shareholders be asked to vote on?
A:
Lucero shareholders will not be asked to vote on any of the proposals to be considered and voted upon at the Special Meeting. Rather, pursuant to the Arrangement Agreement, Lucero shareholders will be asked to vote on the Arrangement Resolution at the Lucero shareholder meeting.
The Lucero shareholder meeting is expected to be held on [      ], 2025. Among other things, the Closing is conditional on the approval of the Arrangement Resolution by the approval of (i) at least two-thirds of the votes cast by holders of Lucero common shares present in person or represented by proxy at the Lucero shareholder meeting and (ii) a simple majority of the votes cast by Lucero shareholders present in person or represented by proxy at such meeting, excluding the votes held by Lucero shareholders whose votes are required to be excluded under Multilateral Instrument 61-101 — Protection of Minority Securities Holders in Special Transactions.
Q:
Who is eligible to vote at the Special Meeting?
A:
Holders of shares of Vitesse common stock as of the Record Date, [      ], 2025, are eligible to vote at the Special Meeting.
Q:
How many votes do Vitesse stockholders have?
A:
Holders of Vitesse common stock are entitled to cast one vote on each proposal properly brought before the Special Meeting for each share of Vitesse common stock that such holder owned at the Record Date.
Q:
What constitutes a quorum for the Special Meeting?
A:
The holders of a majority of the voting power of Vitesse’s common stock issued and outstanding and entitled to vote at the Special Meeting, present in person (online) or represented by proxy, will constitute a quorum. Abstentions are counted for purposes of determining whether a quorum is present at the Special Meeting.
If you hold your Vitesse common stock through a bank, broker or other nominee, you hold your shares in “street name.” Banks, brokers and other nominees that hold their customers’ shares in “street name” may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As the Stock Issuance Proposal and the Adjournment Proposal to be voted upon at the Special Meeting are considered “non-routine,” such organizations do not have discretion to vote on those proposals. Therefore, if you hold your shares in “street name” and fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares with respect to the Stock Issuance Proposal and the Adjournment Proposal, your shares will not be considered present at the Special Meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted with respect to the Stock Issuance Proposal and the Adjournment Proposal. If you provide instructions to your bank, broker or other nominee which indicate how to vote your shares with respect to one proposal but not with respect to the other proposal, your shares will be considered present at the Special Meeting and be counted for purposes of determining the presence of a quorum and voted, as instructed, with respect to the appropriate proposal.
 
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The Special Meeting may be adjourned from time to time to reconvene at the same or some other place by holders of a majority of the voting power of Vitesse’s common stock issued and outstanding and entitled to vote thereat, present in person (online) or represented by proxy, though less than a quorum, or by any officer or director entitled to preside at or to act as secretary of such meeting. At the adjourned meeting, Vitesse may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, notice of the adjourned meeting in accordance with the Vitesse Bylaws will be given to each stockholder of record entitled to vote at the meeting.
Q:
What vote by the Vitesse stockholders is required to approve the Stock Issuance Proposal?
A:
Pursuant to the Section 312 of the NYSE Listed Company Manual and the Vitesse Bylaws, approval of the Stock Issuance Proposal will require, assuming a quorum is present, the affirmative vote of the holders of a majority of the votes cast at the Special Meeting by the holders of shares entitled to vote on such matter, voting as a single class.
Q:
Why is my vote important?
A:
The Arrangement cannot be completed unless the Stock Issuance Proposal is approved. Assuming a quorum is present, approval of the Stock Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting by the holders of shares entitled to vote on such matter, voting as a single class. Whether or not you plan to attend the Special Meeting in person (online), please vote as soon as possible to ensure that your shares are represented and voted at the Special Meeting.
Q:
What happens if I abstain from voting or fail to submit a proxy or vote at the Special Meeting.
A:
An abstention or a failure to submit a proxy or vote at the Special Meeting will have no effect on the outcome of the Stock Issuance Proposal so long as a quorum is present. Abstentions are counted for purposes of determining whether a quorum is present at the Special Meeting. Banks, brokers and other nominees that hold their customers’ shares in street name may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As the Stock Issuance Proposal and the Adjournment Proposal to be voted upon at the Special Meeting are considered “non-routine,” such entities do not have discretion to vote on any proposal for which they do not receive instructions from their customers. Therefore, if you hold your shares in street name and fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares with respect to the Stock Issuance Proposal and the Adjournment Proposal, your shares will not be considered present at the Special Meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted with respect to the Stock Issuance Proposal and the Adjournment Proposal.
Q:
Has anyone already agreed to vote for the Stock Issuance Proposal?
A:
In connection with the execution of the Arrangement Agreement, Vitesse, Lucero and each of Robert Gerrity, Chairman and Chief Executive Officer of Vitesse, Brian Friedman and Joseph Steinberg, each a director of Vitesse (collectively, the “Vitesse Supporting Stockholders”), entered into Voting and Support and Lock-Up Agreements, dated December 15, 2024 (the “Vitesse Voting Agreements”), a form of which is included as Annex B, pursuant to which each Vitesse Supporting Stockholder has agreed to vote the shares of Vitesse common stock for which such Vitesse Supporting Stockholder is the beneficial owner (the “Subject Vitesse Shares”) in favor of the Stock Issuance Proposal. As of the Record Date, the Subject Vitesse Shares that are subject to the Vitesse Voting Agreements, include an aggregate of [      ] shares of Vitesse common stock, representing approximately [      ]% of the shares of Vitesse common stock entitled to vote at the Special Meeting. See “The Vitesse Voting and Lock-Up Arrangements.”
Q:
Why am I being asked to consider and vote on the Stock Issuance Proposal?
A:
Because Vitesse common stock is listed on the NYSE, Vitesse is subject to the listing requirements of the NYSE, and Section 312.03(c)(2) of the NYSE Listed Company Manual requires stockholder approval
 
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prior to the issuance of common stock in any transaction 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. The shares of Vitesse common stock to be issued to the Lucero shareholders as Consideration in the Arrangement will represent in excess of 20% of the number of shares of common stock outstanding before the issuance of such common stock. Therefore, under Section 312.03(c)(2) of the NYSE Listed Company Manual, approval by the holders of Vitesse common stock of the Stock Issuance Proposal is required.
As of [      ], 2025, being the last practicable date prior to the date of this proxy statement, [      ] shares of Vitesse common stock were issued and outstanding. Upon the Closing, the Lucero Shareholders will acquire an aggregate of up to approximately [      ] shares of Vitesse common stock (subject to the number of Lucero common shares in respect of which dissenters’ rights are validly exercised and the rounding of fractional shares of Vitesse common stock in accordance with the Plan of Arrangement). Immediately after the completion of the Arrangement, it is expected that Vitesse stockholders as of immediately prior to the completion of the Arrangement will own approximately 80.0% and Lucero shareholders as of immediately prior to the completion of the Arrangement will own approximately 20.0% of the Combined Company on a fully diluted basis.
Q:
Will the newly issued shares of Vitesse common stock be traded on an exchange?
A:
The authorization for listing of the shares of Vitesse common stock issuable as Consideration on the NYSE, subject to official notice of issuance, is a condition to the completion of the Arrangement. Accordingly, Vitesse has agreed to use all reasonable commercial efforts to obtain such authorization.
Q:
What are Vitesse’s reasons for proposing the Arrangement and entering into the Arrangement Agreement?
A:
The Vitesse Board of Directors concluded that the Arrangement provides significant potential benefits to Vitesse, including, among other things, Vitesse’s belief that the Arrangement will generate long-term value for its stockholders and will be immediately accretive to Vitesse’s earnings, operating cash flow, free cash flow and net asset value upon the Closing, and Vitesse’s expectation that upon the Closing, the acquisition will support an increase to Vitesse’s cash dividend from $2.10 to $2.25 per share on an annualized basis. For a more detailed discussion of the reasoning of the Vitesse Board of Directors, see “The Arrangement — Vitesse’s Reasons for the Arrangement” and “The Arrangement —  Recommendation of the Vitesse Board of Directors.” See also “Risk Factors — Risk Factors Relating to the Combined Company Following the Arrangement — Declaration, payment and amounts of dividends, if any, distributed to stockholders of the Combined Company will be uncertain.”
Q:
What is an arrangement?
A:
An arrangement is a statutory procedure under Canadian corporate law that allows companies domiciled under the applicable corporate statute in Canada, such as Lucero, to carry out certain transactions, such as the proposed business combination of Vitesse and Lucero, upon receiving shareholder and court approval that then becomes binding on all other shareholders of such corporation and other parties to the transaction by operation of law. The Arrangement that is being proposed by Lucero, a corporation existing under the laws of the Province of Alberta, Canada, will allow Vitesse to acquire all of the outstanding Lucero common shares pursuant to the Plan of Arrangement under the ABCA.
Q:
How does the Vitesse Board of Directors recommend that I vote?
A:
The Vitesse Board of Directors unanimously recommends that you vote “FOR” each of the Stock Issuance Proposal and the Adjournment Proposal.
Q:
What do I need to do now?
A:
After you have carefully read and considered the information contained in this proxy statement, please submit your proxy in accordance with the instructions set forth on the applicable enclosed proxy card, or complete, sign, date and return the applicable enclosed proxy card in the self-addressed, stamped
 
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envelope provided as soon as possible so that your shares will be represented and voted at the Special Meeting. For additional information on voting procedures, please see “The Special Meeting.”
Q:
How do I vote?
A:
You may vote by any of the four methods listed below. If your Vitesse common stock is held in “street name” by your bank, broker or other nominee, please see “How do I vote if my Vitesse common stock is held in “street name” by my bank, broker or other nominee?” below.
[MISSING IMAGE: ic_internet-bwlr.jpg]Internet.   You may vote on the internet at http://www.proxyvote.com. This website also allows electronic proxy voting using smartphones, tablets and other web-connected mobile devices (additional charges may apply pursuant to your service provider plan). Simply follow the instructions that accompanied your proxy materials. If you vote on the internet, you can request electronic delivery of future proxy materials. Internet voting facilities for Vitesse stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on [      ], 2025.
   
[MISSING IMAGE: ic_telephone-bwlr.jpg] Telephone.   You may vote by telephone by following the instructions that accompanied your proxy materials. Easy-to-follow voice prompts allow you to vote your stock and confirm that your vote has been properly recorded. Telephone voting facilities for Vitesse stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on [      ], 2025.
   
[MISSING IMAGE: ic_mail-bwlr.jpg] Mail.   If you received a proxy card by mail, you may vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you are a stockholder of record and vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Vitesse Board of Directors. If mailed, your completed and signed proxy card must be received before the date of the Special Meeting.
[MISSING IMAGE: ic_meeting-bwlr.jpg] Meeting.   You may attend and vote electronically at the Special Meeting.
The Vitesse Board of Directors recommends that you vote using one of the first three methods discussed above. Using one of the first three methods discussed above to vote will not limit your right to vote at the Special Meeting if you later decide to attend in person (online).
Q:
How do I vote if my Vitesse common stock is held in street name by my bank, broker or other nominee?
A:
If your shares are held in “street name” by your bank, broker or other nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials will be forwarded to you by your bank, broker or nominee. The bank, broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your bank, broker or nominee how to vote. Beneficial owners that receive the proxy materials by mail from the stockholder of record should follow the instructions included in those materials (usually a voting instruction form) to transmit voting instructions.
Q:
Who will count the votes?
A:
The votes at the Special Meeting will be tabulated and certified by the inspector of elections appointed by the Vitesse Board of Directors.
Q:
What should I do if I receive more than one set of materials?
A:
You may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares of Vitesse common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy
 
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card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form. If you fail to submit each separate proxy or voting instruction form that you receive, not all of your shares will be voted.
Q:
What happens if I sell my shares of Vitesse common stock before the Special Meeting?
A:
The Record Date for Vitesse stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of Vitesse common stock after the Record Date, but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting unless special arrangements are made between you and the person to whom you transfer your shares. If you sell your shares after the Record Date, you are encouraged to still vote the shares you owned on the Record Date.
Q:
Do any of the officers or directors of Vitesse have interests in the Arrangement that may differ from or be in addition to my interests as a Vitesse stockholder?
A:
None of the current Vitesse directors or executive officers own Lucero common shares. None of the current Vitesse directors or executive officers or their associates has any substantial financial interest, direct or indirect, in the Arrangement or the issuance of Vitesse common stock to Lucero shareholders under the Arrangement, other than in their capacity as a (i) director or executive officer of Vitesse or (ii) stockholder of Vitesse.
Q:
May I vote at the Special Meeting?
A:
Yes. If you are a Vitesse stockholder of record on the Record Date, you may attend the Special Meeting and vote your shares electronically by visiting the Special Meeting website at www.virtualshareholdermeeting.com/VTS2025SM and entering a 16-digit control number, in lieu of submitting your proxy by internet, by telephone or by completing, signing, dating and returning the enclosed proxy card. If you hold your shares of Vitesse common stock as a stockholder of record, your 16-digit control number will be printed on your proxy card. Please note that attendance alone at the Special Meeting will not cause the voting of your shares; you must affirmatively vote the proxy card or meeting ballot provided.
If you are a beneficial owner of shares of Vitesse common stock, you are also invited to attend the Special Meeting. Your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) to obtain a legal proxy that will permit you to attend, and vote at, the Special Meeting.
If you join the Special Meeting by using your 16-digit control number or obtaining a legal proxy and logging in to the Special Meeting website, you will be able to attend and participate in the Special Meeting, submit your questions during the Special Meeting and vote your shares online during the Special Meeting. If you appoint a non-management proxy holder, please make sure he or she is aware and ensure he or she will attend and submit a vote on your behalf at the Special Meeting, with the proper authority from you, for your vote to count.
Q:
How can I change or revoke my vote?
A:
You may revoke your proxy before the voting polls are closed at the Special Meeting by (i) voting at a later time by internet or telephone until 11:59 p.m., Eastern Time, on [      ], 2025, (ii) voting in person (online) at the Special Meeting or (iii) delivering to Vitesse’s Secretary a proxy with a later date or a written revocation of your most recent proxy.
If your Vitesse common stock is held in street name by a bank, broker or other nominee, and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.
Q:
Am I entitled to appraisal rights?
A:
No. Under the DGCL, holders of shares of Vitesse common stock are not entitled to appraisal rights in connection with the Arrangement or any of the matters to be acted on at the Special Meeting.
 
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Q:
Is completion of the Arrangement subject to any conditions?
A:
Yes. Vitesse and Lucero cannot complete the Arrangement unless a number of conditions are satisfied or waived, including receipt of the required approvals from Vitesse stockholders, Lucero shareholders and the Alberta Court.
Completion of the Arrangement is subject to certain customary conditions, including, among others: (i) approval of the Arrangement Agreement and the Arrangement by the holders of Lucero common shares (the “Lucero Shareholder Approval”), (ii) approval of the Stock Issuance Proposal by holders of Vitesse common stock (the “Vitesse Stockholder Approval”), (iii) the approval of the Interim Order and the Final Order on terms materially consistent with the Arrangement Agreement and otherwise satisfactory to Vitesse and Lucero, each acting reasonably, (iv) the authorization of the listing of shares of Vitesse common stock issuable in the Stock Issuance Proposal on the NYSE, subject to official notice of issuance, (v) the absence of a law or order that has the effect of making illegal or otherwise prohibiting the consummation of the Arrangement, (vi) holders of no more than 5% of Lucero common shares shall have validly exercised, and not withdrawn, dissenters’ rights, (vii) the representations and warranties of each party being true and correct (subject to certain qualifications) and (viii) performance in all material respects by each party with respect to its obligations and compliance by each party in all material respects with its covenants required to be performed or complied with by it at or prior to the Effective Time.
See “The Arrangement Agreement and the Plan of Arrangement — Conditions to Completion of the Arrangement” for a more complete summary of the conditions that must be satisfied or waived prior to completion of the Arrangement.
Q:
What happens if the Arrangement is terminated?
A:
The Arrangement Agreement contains certain termination rights for both Vitesse and Lucero, including, among others, (i) mutual consent by Vitesse and Lucero, (ii) by either Vitesse or Lucero if (A) the Arrangement shall not have been consummated on or prior to June 15, 2025, or (B) a final non-appealable governmental order has been issued prohibiting the Arrangement, (iii) by either party if either (A) the Lucero Shareholder Approval shall not have been obtained or (B) the Vitesse Stockholder Approval shall have not been obtained, (iv) by a party if the other party breaches any of its representations, warranties or covenants in the Arrangement Agreement in a manner that would cause the corresponding condition to not be satisfied, subject to certain conditions, (v) by a party if the other party’s Board of Directors changes its recommendation with respect to the Arrangement, (vi) by a party if there is a willful and material breach by the other party of the applicable restrictions with respect to soliciting competing business combination transactions and (vii) by a party in order for such party to enter into a definitive agreement with respect to a superior competing business combination transaction (provided that such party has not materially breached the applicable non-solicitation restrictions).
If the Arrangement Agreement is terminated in certain specified circumstances, Vitesse or Lucero would be required to pay the other party a termination fee of $15 million and $10 million, respectively. See “The Arrangement Agreement and the Plan of Arrangement — Termination of the Arrangement Agreement” for a more complete summary of the termination provisions under the Arrangement Agreement.
Q:
When does Vitesse expect the Arrangement to become effective?
A:
The Arrangement is currently expected to close by [      ]. The Closing is conditional on Lucero shareholders approving the Arrangement Resolution, the approval of Vitesse stockholders of the Stock Issuance Proposal, and the satisfaction of other closing conditions. See “The Arrangement Agreement and the Plan of Arrangement — Conditions to Completion of the Arrangement.”
Q:
What will happen if the Arrangement is completed?
A:
If the Arrangement is completed, Vitesse will acquire all of the issued and outstanding Lucero
 
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common shares and Lucero will become a wholly owned subsidiary of Vitesse. Vitesse intends to cause the Lucero common shares to be delisted from the TSXV as promptly as practicable following completion of the Arrangement. In addition, it is expected that Vitesse will, subject to applicable law, apply to have Lucero cease to be a reporting issuer in the applicable provinces of Canada and thus will terminate Lucero’s reporting obligations in the applicable provinces of Canada following completion of the Arrangement.
In addition, Vitesse will become a reporting issuer in each of the provinces of Canada where Lucero is currently a reporting issuer by virtue of the completion of the Arrangement. Subject to certain exceptions, Vitesse will be generally exempt from Canadian statutory financial and other continuous and timely reporting requirements, including the requirement for insiders of Vitesse to file reports with respect to trades of Vitesse securities, provided Vitesse complies with the requirements of applicable U.S. securities laws and U.S. market requirements in respect of all financial and other continuous and timely reporting matters, and Vitesse files with the relevant Canadian Securities Administrators copies of its documents filed with the SEC under the Exchange Act.
Q:
Will there be any changes to the Board of Directors of Vitesse as a result of the Arrangement?
A:
The Arrangement Agreement provides that at the Effective Time, Vitesse will increase the number of directors (the “Board Increase”) comprising the Vitesse Board of Directors by two persons and will, unless otherwise agreed in writing by Vitesse and Lucero, fill the vacancies created by the Board Increase with M. Bruce Chernoff and Gary Reaves (the “Designated Directors”), who are currently directors of Lucero; provided that at least one of the Designated Directors is independent under the rules and regulations of the NYSE as determined by the Nominating, Governance and Environmental and Social Responsibility Committee of Vitesse. In addition, Vitesse will include the Designated Directors in the slate of nominees recommended by the Vitesse Board of Directors for election as directors at its 2025 annual meeting of stockholders if the Effective Time occurs prior to such annual meeting. See “The Arrangement — Board of Directors Following the Arrangement.”
Q:
Are there any risks I should consider in connection with the Arrangement?
A:
Yes. There are a number of risk factors relating to Vitesse’s business and operations, the Arrangement and the Combined Company’s business and operations, all of which should be carefully considered. See “Risk Factors.”
Q:
Is this Vitesse’s annual meeting? Will I be voting on the election of directors at the Special Meeting?
A:
No. This is not Vitesse’s annual meeting and you will not be asked to elect directors at the Special Meeting. The annual meeting will be held separately subsequent to the Special Meeting later in 2025. If you were a Vitesse stockholder of record as of the Record Date, you are receiving a proxy card for the Special Meeting.
Q:
Is this proxy statement the only way that proxies are being solicited, and who is paying for the proxy solicitation?
A:
Vitesse is making this solicitation and is paying for the costs of soliciting proxies. In addition to mailing the proxy materials, certain directors, officers or employees of Vitesse may solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifically compensated for doing so. Further, Vitesse has retained Innisfree to assist in the solicitation of proxies. For these proxy solicitation services, Vitesse will pay Innisfree an estimated fee of up to $45,000, plus reasonable expenses and fees for any additional services. Vitesse may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of Vitesse common stock that those companies or persons hold of record, and Vitesse will reimburse the forwarding expenses.
Q:
Who can help answer my questions?
A:
The information provided above in the question-and-answer format is for your convenience only and is merely a summary of some of the information in this proxy statement. You should carefully read the
 
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entire proxy statement, including its annexes. If you would like additional copies of this proxy statement, without charge, or if you have questions about the Arrangement, including the procedures for voting your shares, you should contact:
Investor Relations
Vitesse Energy Inc.
5619 DTC Parkway, Suite 700
Greenwood, Village CO 80111
(720) 532-8232
or our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders Call (Toll-Free): (877) 800-5185
Banks and Brokers Call: (212) 750-5833
You may also wish to consult your legal, tax or financial advisors with respect to any aspect of the Arrangement, the Arrangement Agreement or other matters discussed in this proxy statement. You may also obtain additional information about Vitesse from the documents we file with the SEC, or by following the instructions in “Where You Can Find More Information.”
 
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SUMMARY
This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand each of the proposals to be submitted for a vote at the Special Meeting, you should carefully read this proxy statement, including its annexes.
The Parties to the Arrangement
Vitesse
Vitesse focuses on the acquisition, development and production of oil and natural gas assets. Vitesse invests in non-operated minority working and mineral interests in oil and natural gas properties with its core area of focus currently in the Bakken and Three Forks formations of the Williston Basin of North Dakota and Montana. Vitesse also has interests in wells in the Denver-Julesburg Basin located in Colorado and Wyoming and the Powder River Basin located in Wyoming.
Vitesse common stock currently trades on the NYSE under the symbol “VTS.” Vitesse’s principal executive offices are located at 5619 DTC Parkway, Suite 700, Greenwood Village, Colorado 80111. Its telephone number is (720) 361-2500 and its website address is www.vitesse-vts.com. Information contained on its website is not incorporated by reference into this proxy statement.
Lucero
Lucero is a corporation existing under the ABCA. Lucero is an independent energy company focused on the acquisition, development and production of oil-weighted assets in the Bakken and Three Forks formations in the Williston Basin area of North Dakota. Lucero’s strategy focuses on acquiring and developing leases in the most prolific areas of the Williston Basin where the resources and stacked pay zones are highly prospective.
Lucero common shares are listed on the TSXV under the “LOU” ticker symbol. Lucero has corporate offices located at Suite 1024, 222 — 3rd Avenue SW, Calgary, Alberta T2P 0B4 and at 303 E. 17th Avenue, Suite 940, Denver, Colorado 80203. Its telephone number is (877) 573-0181, and its website address is www.lucerocorp.com. Information contained on its website is not incorporated by reference into this proxy statement.
Special Meeting of Vitesse Stockholders
The Special Meeting
The Special Meeting will be held entirely online at the following website: www.virtualshareholdermeeting.com/VTS2025SM, on [      ], 2025, at 9:00 AM, Mountain Time, or such other date, time and place to which the Special Meeting may be adjourned or postponed. Vitesse stockholders are being asked to consider and vote on the following proposals in connection with the Arrangement:
1.
Proposal No. 1 — The Stock Issuance Proposal — to approve the issuance of shares of Vitesse common stock to Lucero shareholders in connection with the Arrangement; and
2.
Proposal No. 2 — The Adjournment Proposal — to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, subject to the provisions of the Arrangement Agreement.
Record Date for the Special Meeting
You can vote at the Special Meeting all of the shares of Vitesse common stock you held of record as of the close of business on [      ], 2025, which is the Record Date for the Special Meeting. As of the Record Date, there were [      ] shares of Vitesse common stock outstanding.
 
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Recommendation of the Vitesse Board of Directors
The Vitesse Board of Directors unanimously recommends that you vote “FOR” each of the proposals to be considered and voted upon at the Special Meeting. In connection with this recommendation, the Vitesse Board of Directors has determined that it is advisable and in the best interests of Vitesse and its stockholders to issue the shares of Vitesse common stock in connection with the Arrangement, conditioned upon the Closing. See “The Arrangement — Vitesse’s Reasons for the Arrangement” and “The Arrangement — Recommendation of the Vitesse Board of Directors” for more information about the factors considered by the Vitesse Board of Directors.
Required Vote
Each share of Vitesse common stock is entitled to one vote at the Special Meeting. The holders of a majority of the voting power of Vitesse’s common stock issued and outstanding and entitled to vote at the Special Meeting, present in person (online) or represented by proxy, will constitute a quorum. Abstentions are counted for purposes of determining whether a quorum is present at the Special Meeting.
Assuming a quorum is present, approval of the Stock Issuance Proposal requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting by the holders of shares entitled to vote on such matter, voting as a single class. Approval of the Adjournment Proposal requires the affirmative vote by holders of a majority of the voting power of Vitesse’s common stock issued and outstanding and entitled to vote at the Special Meeting, present in person (online) or represented by proxy, though less than a quorum. An abstention or a failure to submit a proxy or vote at the Special Meeting will have no effect on the outcome of the Stock Issuance Proposal, so long as a quorum is present. An abstention from voting at the Special Meeting will have the same effect as a vote “AGAINST” the Adjournment Proposal. A failure to submit a proxy or vote at the Special Meeting will have no effect on the outcome of the Adjournment Proposal.
If you hold your Vitesse common stock through a bank, broker or other nominee, you hold your shares in “street name.” Banks, brokers and other nominees that hold their customers’ shares in “street name” may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As the Stock Issuance Proposal and the Adjournment Proposal to be voted upon at the Special Meeting are considered “non-routine,” such organizations do not have discretion to vote on those proposals. Therefore, if you hold your shares in “street name” and fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares with respect to the Stock Issuance Proposal and the Adjournment Proposal, your shares will not be considered present at the Special Meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted with respect to the Stock Issuance Proposal and the Adjournment Proposal. If you provide instructions to your bank, broker or other nominee which indicate how to vote your shares with respect to one proposal but not with respect to the other proposal, your shares will be considered present at the Special Meeting and be counted for purposes of determining the presence of a quorum and voted, as instructed, with respect to the appropriate proposal.
Security Ownership of Certain Beneficial Owners and Management
As of the close of business on the Record Date, the current directors and executive officers of Vitesse were deemed to beneficially own [      ] shares of Vitesse common stock, constituting, in the aggregate, [      ] percent of the shares of Vitesse common stock outstanding on that date. Beneficial ownership is determined in accordance with SEC rules as described under “The Special Meeting — Beneficial Ownership of Securities.
Vitesse Voting and Lock-Up Arrangements
In connection with the execution of the Arrangement Agreement, Vitesse, Lucero and each of the Vitesse Supporting Stockholders, Robert Gerrity (Chairman and Chief Executive Officer of Vitesse) and Brian Friedman and Joseph Steinberg (each a director of Vitesse), entered into Voting and Support and Lock-Up Agreements, dated December 15, 2024, pursuant to which each Vitesse Supporting Stockholder has agreed to vote the applicable Subject Vitesse Shares, being the Vitesse common stock for which such
 
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Vitesse Supporting Stockholder is the beneficial owner, in favor of the Stock Issuance Proposal, and each Vitesse Supporting Stockholder has irrevocably granted to, and appointed Lucero as, such Vitesse Supporting Stockholder’s proxy and attorney-in-fact in connection therewith. Such obligations of each Vitesse Supporting Stockholder will continue until the earliest of (i) the termination of the Vitesse Voting Agreement in accordance with the provisions thereof, (ii) the Effective Time and (iii) a change in recommendation by the Vitesse Board of Directors with respect to the Arrangement. Each Vitesse Voting Agreement terminates upon the earliest to occur of (i) the termination of the Arrangement Agreement, (ii) any amendment of the Arrangement Agreement that increases the consideration payable by Vitesse (other than certain de minimis increases) and (iii) the mutual written agreement of the parties.
Additionally, during the period commencing on the closing date of the Arrangement and ending on the 366th day following the closing date of the Arrangement, each Vitesse Supporting Stockholder has agreed, subject to certain customary exceptions, not to (i) directly or indirectly sell or otherwise transfer or dispose of legal or beneficial ownership in the Subject Vitesse Shares, (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subject Vitesse Shares and (iii) publicly disclose the intention to do any of the foregoing.
As of the Record Date, the Subject Vitesse Shares that are subject to the Vitesse Voting Agreements include an aggregate of [      ] shares of Vitesse common stock, representing approximately [      ]% of the shares of Vitesse common stock entitled to vote at the Special Meeting. See “The Vitesse Voting and Lock-Up Arrangements.
The Arrangement
On December 15, 2024, Vitesse and Lucero entered into the Arrangement Agreement, pursuant to which, on the terms and subject to the conditions set forth therein, Vitesse will acquire all of the issued and outstanding Lucero common shares pursuant to a Plan of Arrangement, with Lucero becoming a wholly owned subsidiary of Vitesse. The Arrangement will be implemented by way of a plan of arrangement in accordance with the ABCA and is subject to the approval by the Alberta Court, Lucero shareholders, the approval of the Stock Issuance Proposal and certain other customary conditions precedent. The parties intend to rely upon the exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof with respect to the issuance of Vitesse common stock under the Arrangement.
If the Arrangement is completed, Lucero shareholders will receive 0.01239 of a share of Vitesse common stock in exchange for each Lucero common share held (other than Lucero common shares with respect to which dissenters’ rights have been validly exercised and not validly withdrawn), subject to adjustment, if applicable, pursuant to the terms of the Arrangement Agreement. Any shares in respect of which dissent rights have been properly exercised and not withdrawn, pursuant to Section 191 of the ABCA, will be deemed to be transferred and assigned to Vitesse, but will not be entitled to receive the Consideration and will, instead, be subject to dissent rights under the ABCA, as modified by the Plan of Arrangement and the Interim Order. Vitesse stockholders will continue to own their existing shares, and the Vitesse common stock will not be affected by the completion of the Arrangement. Upon completion of the Arrangement, it is expected that Vitesse stockholders as of immediately prior to the completion of the Arrangement will own approximately 80.0% and Lucero shareholders as of immediately prior to the completion of the Arrangement will own approximately 20.0% of the Combined Company on a fully diluted basis.
Vitesse’s Reasons for the Arrangement
In evaluating the Arrangement, including the issuance of shares of Vitesse common stock to Lucero shareholders in connection with the Arrangement, the Vitesse Board of Directors consulted with Vitesse’s senior management, outside legal counsel and independent financial advisor. In recommending that Vitesse stockholders vote in favor of the Stock Issuance Proposal, the Vitesse Board of Directors also considered a number of factors that it believed supported its determination. For a more detailed discussion of the reasoning of the Vitesse Board of Directors, see “The Arrangement — Vitesse’s Reasons for the Arrangement” and “The Arrangement — Recommendation of the Vitesse Board of Directors.
 
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Recommendation of the Vitesse Board of Directors
After careful consideration, the Vitesse Board of Directors has determined that it is advisable and in the best interests of Vitesse and its stockholders to consummate the Arrangement as contemplated by the Arrangement Agreement, conditioned upon the Closing. Accordingly, the Vitesse Board of Directors unanimously recommends that Vitesse stockholders vote:

FOR” the Stock Issuance Proposal; and

FOR” the Adjournment Proposal.
Opinion of Financial Advisor to Vitesse
Vitesse retained Evercore to act as a financial advisor to Vitesse in connection with the Arrangement. As part of this engagement, Vitesse requested that Evercore evaluate the fairness, from a financial point of view, of the Exchange Ratio to Vitesse. At a meeting of the Vitesse Board of Directors held on December 15, 2024, representatives of Evercore rendered to the Vitesse Board of Directors an oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 15, 2024 that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as set forth therein, the Exchange Ratio was fair, from a financial point of view, to Vitesse.
The full text of the written opinion of Evercore, dated as of December 15, 2024, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. Vitesse encourages you to read the written opinion carefully and in its entirety. Evercore’s written opinion was addressed to, and provided for the information and benefit of, the Vitesse Board of Directors (in its capacity as such) in connection with its evaluation of the proposed Arrangement. The written opinion does not constitute a recommendation to the Vitesse Board of Directors or to any other persons in respect of the Arrangement, including as to how any holder of shares of Vitesse common stock should vote or act in respect of the Arrangement. Evercore’s written opinion does not address the relative merits of the Arrangement as compared to other business or financial strategies that might be available to Vitesse, nor does it address the underlying business decision of Vitesse to engage in the Arrangement. For additional information, see “The Arrangement — Opinion of Financial Advisor to Vitesse.
Board of Directors Following the Arrangement
The Arrangement Agreement provides that at the Effective Time, Vitesse will increase the number of directors comprising the Vitesse Board of Directors by two persons and will, unless otherwise agreed in writing by Vitesse and Lucero, fill the vacancies created by the Board Increase with the Designated Directors, who are currently directors of Lucero; provided that at least one of the Designated Directors is independent under the rules and regulations of the NYSE as determined by the Nominating, Governance and Environmental and Social Responsibility Committee of Vitesse. In addition, Vitesse will include the Designated Directors in the slate of nominees recommended by the Vitesse Board of Directors for election as directors at its 2025 annual meeting of stockholders if the Effective Time occurs prior to such annual meeting.
For additional information, see “The Arrangement — Board of Directors Following the Arrangement.
Interests of Vitesse Directors and Executive Officers in the Arrangement
None of the current Vitesse directors or executive officers own Lucero common shares. None of the current Vitesse directors or executive officers or their associates has any substantial financial interest, direct or indirect, in the Arrangement or the issuance of Vitesse common stock to Lucero shareholders under the Arrangement, other than in their capacity as a (i) director or executive officer of Vitesse or (ii) stockholder of Vitesse.
Accounting Treatment
Vitesse prepares its financial statements in accordance with GAAP. The Arrangement will be accounted for as a business combination using the acquisition method of accounting with Vitesse being treated as the
 
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acquirer. The Arrangement will result in the recognition of assets acquired and liabilities assumed at fair value. The preliminary allocation of the purchase price used in the pro forma combined financial information presented elsewhere in this proxy statement is based on preliminary estimates and currently available information. These assumptions and estimates, some of which cannot be finalized until the Closing, will be revised as additional information becomes available upon the Closing and finalization of the valuation of Lucero’s assets and liabilities. The final determination of the allocation of the purchase price will be based on the fair values of the assets and liabilities of Lucero as of the closing date of the Arrangement.
Court Approvals
The Arrangement requires approval by the Alberta Court under Section 193 of the ABCA. Lucero must first obtain the Interim Order which will, among other things, authorize and direct Lucero to call, hold and conduct the Lucero shareholder meeting and submit the Arrangement to the Lucero shareholders for approval. Lucero has scheduled an Interim Order hearing for February 7, 2025 and expects to hold the Lucero shareholder meeting on [      ], 2025. Under the Arrangement Agreement, Lucero is required to seek the Final Order as soon as reasonably practicable, but in any event not later than three business days following the later of (i) the approval of the Arrangement Resolution by Lucero shareholders at the Lucero shareholder meeting and (ii) the approval of the Stock Issuance Proposal, subject to the availability of the Alberta Court.
The Plan of Arrangement will be implemented pursuant to Section 193 of the ABCA, which provides that, where it is impractical to effect a transaction under any other provision of the ABCA, a corporation may apply to the Alberta Court for an order approving the Arrangement proposed by such corporation. Pursuant to this section of the ABCA, such an application will be made by Lucero for approval of the Plan of Arrangement. The Alberta Court has broad discretion under the ABCA when making orders with respect to plans of arrangement and the Alberta Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Alberta Court may approve the Arrangement either as proposed or as amended in any manner the Alberta Court may direct, subject to compliance with such terms and conditions, if any, as the Alberta Court thinks fit. Depending upon the nature of any required amendments, Lucero or Vitesse, each acting reasonably, may determine not to proceed with the transactions contemplated in the Arrangement Agreement. Prior to the hearing on the Final Order, the Alberta Court will be informed that the parties intend to rely on the exemption from the registration requirements under the Securities Act for the issuance of the Consideration pursuant to the Arrangement, provided by Section 3(a)(10) thereof on the basis of the Final Order. There can be no assurance that the Alberta Court will approve the Arrangement.
Regulatory Approvals
No federal or state regulatory requirements must be complied with, and no federal or state regulatory approvals must be obtained in connection with the Arrangement, other than compliance with applicable U.S. and Canadian securities laws, and the requirement that the Arrangement must be approved by the Alberta Court, as discussed above. See “The Arrangement — Court Approvals.
No Appraisal Rights
Under the DGCL, holders of shares of Vitesse common stock are not entitled to appraisal rights in connection with the Arrangement or any of the matters to be acted on at the Special Meeting.
 
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Who Can Answer Your Questions About Voting Your Shares
If you need assistance in completing your proxy card or have questions regarding the various voting options with respect to the Special Meeting, please contact Vitesse’s proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders Call (Toll-Free): (877) 800-5185
Banks and Brokers Call: (212) 750-5833
 
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On December 15, 2024, Vitesse and Lucero entered into the Arrangement Agreement, pursuant to which, on the terms and subject to the conditions set forth therein, Vitesse will acquire Lucero in an all-stock transaction, subject to the satisfaction of certain closing conditions. The Arrangement will be effected pursuant to, among other provisions, Section 193 of the ABCA and the Plan of Arrangement. For purposes of this section, all references to “Company” shall be deemed to refer to Vitesse.
Vitesse and Lucero prepare their respective financial statements in accordance with GAAP and IFRS, respectively. In accordance with FASB ASC 805, Business Combinations, Vitesse will be treated as the acquirer for accounting purposes and will account for the Arrangement as a business combination.
The unaudited pro forma condensed combined balance sheet at September 30, 2024 was prepared as if the Arrangement had occurred on September 30, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 and the nine months ended September 30, 2024 were prepared as if the Arrangement had occurred on January 1, 2023. The unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of the Company and Lucero. The unaudited pro forma condensed combined financial statements and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by the Company’s management. Accordingly, actual results could differ materially from the pro forma information. Significant estimates and assumptions include, but are not limited to, the timing of the Closing, the preliminary purchase price allocation and Vitesse’s stock price at Closing.
Management believes that the assumptions used to prepare the unaudited pro forma condensed combined financial statements and accompanying notes provide a reasonable and supportable basis for presenting the significant estimated effects of the Arrangement. The following unaudited pro forma condensed combined statements of operations do not purport to represent what the Company’s results of operations would have been if the Arrangement had occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet does not purport to represent what the Company’s financial position would have been if the Arrangement had occurred on September 30, 2024. The unaudited pro forma condensed combined financial statements should be read together with the Company’s and Lucero’s historical consolidated financial statements and related notes included in this proxy statement beginning on page F-1.
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Regulation S-X Article 11 promulgated by the SEC using the assumptions set forth in the notes herein (“Article 11”).
 
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Vitesse Energy, Inc.
Pro Forma Condensed Combined Balance Sheet (Unaudited)
As of September 30, 2024
(in thousands)
As Reported
Lucero As
Adjusted – 
Note 2
Transaction
Accounting
Adjustments – 
Note 3
Pro Forma
Combined
Vitesse
Assets
Current Assets
Cash and cash equivalents
$ 2,425 $ 55,556 $ (15,600)
(c)
$ 42,381
Revenue receivable
36,358 6,849 43,207
Commodity derivatives
12,201 12,201
Prepaid expenses and other current assets
3,309 2,910 6,219
Total current assets
54,293 65,315 (15,600) 104,008
Oil and Gas Properties – Using the successful efforts method of accounting
Proved oil and gas properties
1,266,319 584,687 (403,136)
(a)
1,447,870
Less accumulated DD&A and impairment
(537,263) (201,235) 201,235
(a)
(537,263)
Total oil and gas properties
729,056 383,452 (201,901) 910,607
Other Property and Equipment – Net
189 89 278
Other Assets
Commodity derivatives
1,639 1,639
Other noncurrent assets
6,064 878 6,942
Total other assets
7,703 878 8,581
Total assets
$ 791,241 $ 449,734 $ (217,501) $ 1,023,274
Liabilities and Equity
Current Liabilities
Accounts payable
$ 16,041 $ 5,027 $ $ 21,068
Accrued liabilities
56,663 19,133 6,285
(b)
82,081
Other current liabilities
549 549
Total current liabilities
72,704 24,709 6,285 103,698
Long-term Liabilities
Credit facility
105,000 105,000
Deferred tax liability
73,379 47,473 (47,473)
(d)
73,379
Asset retirement obligations
8,838 3,425 (594)
(a)
11,669
Other noncurrent liabilities
10,934 327 11,261
Total liabilities
$ 270,855 $ 75,934 $ (41,782) $ 305,007
Commitments and Contingencies
Equity
Preferred stock
Common stock
327 298,473 (298,391)
(a)
409
Warrants
1,534 (1,534)
(a)
Additional paid-in capital
515,451 11,436 208,448
(a)
735,335
Accumulated earnings (deficit)
4,608 43,106 (43,106)
(a)
(17,277)
(15,600)
(c)
(6,285)
(b)
Accumulated other comprehensive income
19,251 (19,251)
(a)
Total equity
520,386 373,800 (175,719) 718,467
Total liabilities and equity
$ 791,241 $ 449,734 $ (217,501) $ 1,023,474
See notes to unaudited pro forma condensed combined financial statements
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Vitesse Energy, Inc.
Pro Forma Condensed Combined Statement of Operations (Unaudited)
Nine Months Ended September 30, 2024
(In thousands except share data)
As Reported
Lucero As
Adjusted – 
Note 2
Transaction
Accounting
Adjustments – 
Note 3
Pro Forma
Combined
Vitesse
Revenue
Oil
$ 177,672 $ 81,577 $ $ 259,249
Natural gas
8,400 1,996 10,396
Total revenue
186,072 83,573 269,645
Operating Expenses
Lease operating expense
35,685 18,742 54,427
Production taxes
16,555 7,594 24,149
General and administrative
15,329 4,694 20,023
Depletion, depreciation, amortization, and accretion
73,776 27,835 (7,988)
(e)
93,623
Equity-based compensation
5,853 4,050 9,903
Total operating expenses
147,198 62,915 (7,988) 202,125
Operating Income
38,874 20,658 7,988 67,520
Other (Expense) Income
Commodity derivative gain, net
3,923 3,923
Interest expense
(7,510) (1,408) (8,918)
Other income
64 2,747 2,811
Total other (expense) income
(3,523) 1,339 (2,184)
Income Before Income Taxes
$ 35,351 $ 21,997 $ 7,988 $ 65,336
(Provision for) Benefit from Income Taxes
(9,166) (7,499) 483
(f)
(16,182)
Net Income
$ 26,185 $ 14,498 $ 8,471 $ 49,154
Weighted average common shares outstanding – basic
30,018,912 38,193,568 (g)
Weighted average common shares outstanding – diluted
32,887,499 41,062,155 (g)
Net income per common share – basic
$ 0.87 $ 1.29 (g)
Net income per common share – diluted
$ 0.80 $ 1.20 (g)
See notes to unaudited pro forma condensed combined financial statements
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Vitesse Energy, Inc.
Pro Forma Condensed Combined Statement of Operations (Unaudited)
Year Ended December 31, 2023
(In thousands except share data)
As Reported
Lucero As
Adjusted – 
Note 2
Transaction
Accounting
Adjustments – 
Note 3
Pro Forma
Combined
Vitesse
Revenue
Oil
$ 218,396 $ 147,658 $ $ 366,054
Natural gas
15,509 9,074 24,583
Total revenue
233,905 156,732 390,637
Operating Expenses
Lease operating expense
39,514 31,100 70,614
Production taxes
21,625 14,420 36,045
General and administrative
23,934 7,816 31,750
Transaction costs
0 6,285
(h)
6,285
Depletion, depreciation, amortization, and accretion
81,745 38,568 (4,679)
(i)
115,634
Equity-based compensation
32,233 7,046 39,279
Total operating expenses
199,051 98,950 1,606 299,607
Operating Income
34,854 57,782 (1,606) 73,612
Other (Expense) Income
Commodity derivative gain, net
12,484 12,484
Interest expense
(5,276) (3,292) (8,568)
Other income
140 2,022 2,162
Total other (expense) income
7,348 (1,270) 6,078
Income Before Income Taxes
$ 42,202 $ 56,512 $ (1,606) $ 97,108
(Provision for) Benefit from Income Taxes
(61,946) (17,415) 4,576
(j)
(74,794)
Net (Loss) Income
$ (19,744) $ 39,097 $ 2,961 $ 22,314
Net income attributable to Predecessor common unit holders
1,832 1,832
Net (Loss) Income Attributable to Vitesse Energy, Inc.
$ (21,576) $ 39,097 $ 2,961 $ 20,482
Weighted average common shares outstanding – basic
29,556,967 37,731,623 (k)
Weighted average common shares outstanding – diluted
29,556,967 41,249,172 (k)
Net (loss) income per common share – basic
$ (0.73) $ 0.54 (k)
Net (loss) income per common share – diluted
$ (0.73) $ 0.50 (k)
See notes to unaudited pro forma condensed combined financial statements
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Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 using assumptions set forth in the notes herein.
On December 15, 2024, Vitesse and Lucero entered into the Arrangement Agreement, pursuant to which, on the terms and subject to the conditions set forth therein, Vitesse will acquire Lucero in an all-stock transaction, subject to the satisfaction of certain closing conditions. The Arrangement will be effected pursuant to, among other provisions, Section 193 of the ABCA and the Plan of Arrangement. The Arrangement will be accounted for using the acquisition method of accounting using the accounting guidance in FASB ASC 805, Business Combinations, with Vitesse treated as the accounting acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination of fair value as of the Closing. Differences between preliminary estimates and the final allocation of the Consideration to be paid may have a material impact on the accompanying unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined balance sheet at September 30, 2024 was prepared as if the Arrangement had occurred on September 30, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023, and the nine months ended September 30, 2024, were prepared as if the Arrangement had occurred on January 1, 2023. The unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of the Company and Lucero.
The unaudited pro forma condensed combined financial statements and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by management. Accordingly, actual results could differ materially from the pro forma information. Vitesse’s management believes the assumptions provide a reasonable and supportable basis for presenting the estimated significant effects of the transactions described above. These unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and may or may not provide an indication of results in the future.
Note 2 — Lucero Historical Financial Statements
Lucero historical balances were derived from Lucero’s historical consolidated financial statements as described above and are presented in accordance with IFRS and are denominated in Canadian dollars (CAD). The historical balances have been adjusted to reflect certain reclassifications within Lucero’s consolidated statements of operations and consolidated balance sheet categories to conform to Vitesse’s presentation in its consolidated statements of operations and consolidated balance sheet. Additionally, these historical financial statements were adjusted from CAD to U.S. dollars (USD) and from IFRS to GAAP. Refer to Note 2A for additional consideration of the IFRS to GAAP adjustments.
Further review may identify additional reclassifications or adjustments that could have a material impact on the unaudited pro forma financial information of the Combined Company. The reclassifications and adjustments identified and presented in the unaudited pro forma financial information are based on discussions with Lucero’s management, due diligence and information presented in Lucero’s historical financial statements. Until the Arrangement is completed, both companies are limited in their ability to share certain information. As of the date of this proxy statement, Vitesse is not aware of any additional reclassifications or adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma condensed combined financial statements.
 
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Lucero Condensed Balance Sheet (Unaudited)
As of September 30, 2024
Lucero Financial Statement Line
Vitesse Financial Statement Line
Lucero
Historical
(CAD)
Reclassification
Adjustments
IFRS to
GAAP
Adjustments
(Note 2A)
Currency
Translation
Adjustments
(Note 2B)
Lucero As
Adjusted
Assets
Cash and cash equivalents
Cash and cash equivalents $ 74,995 $ $ $ (19,439) $ 55,556
Accounts receivable
Revenue receivable 12,008 (2,762)
(i)
(2,397) 6,849
Prepaid expenses and deposits
Prepaid expenses and other
current assets
1,166 2,762
(i)
(1,018) 2,910
Total current assets
88,169 (22,854) 65,315
Oil and Gas Properties – Using
the successful efforts method
of accounting
Proved oil and gas properties 799,258
(ii)
(9,994)
(a)
(204,577) 584,687
Less accumulated DD&A
and impairment
(252,321)
(ii)
(19,324)
(b)
70,410 (201,235)
Total oil and gas properties
546,937 (29,318) (134,167) 383,452
Other Property and
Equipment – Net
120
(ii)
(31) 89
Property, plant and equipment
547,057 (547,057)
(ii)
Restricted cash
216 (216)
(iii)
Right of use assets
969 (969)
(iii)
Other noncurrent assets 1,185
(iii)
(307) 878
Total non-current assets
Total other assets 548,242 (546,937) (338) 967
Total assets
$ 636,411 $ $ (29,318) $ (157,359) $ 449,734
Liabilities Liabilities and Equity
Accounts payable and accrued liabilities
Accounts payable $ 32,614 $ (25,828)
(iv)
$ $ (1,759) $ 5,027
Accrued liabilities 25,828
(iv)
(6,695) 19,133
Lease liability
Other current liabilities 741 (192) 549
Total current liabilities
33,355 (8,646) 24,709
Deferred tax liability
Deferred tax liability 64,084 (16,611) 47,473
Decommissioning obligations
Asset retirement obligations 4,624 (1,199) 3,425
Lease liability
Other noncurrent liabilities 441 (114) 327
Total liabilities
$ 102,504 $ $ $ (26,570) $ 75,934
Shareholders’ Equity
Equity
Common shares
Common stock 402,906 (104,433) 298,473
Warrants
Warrants 2,071 (537) 1,534
Contributed surplus
Additional paid-in capital 15,437 (4,001) 11,436
Retained earnings
Accumulated earnings (deficit)
87,506 (29,318)
(a, b)
(15,082) 43,106
Accumulated other comprehensive income
Accumulated other
comprehensive income
25,987 (6,736) 19,251
Total equity
533,907 (29,318) (130,789) 373,800
Total liabilities and equity
$ 636,411 $ $ (29,318) $ (157,359) $ 449,734
(i)
Represents the reclassification of balances contained in “Accounts receivable” on Lucero’s historical balance sheet into “Prepaid expenses and other current assets” to conform to the Company’s balance sheet presentation.
(ii)
Represents the reclassification of balances contained in “Property, plant and equipment” on Lucero’s historical balance sheet into “Proved oil and gas properties,” “Less accumulated DD&A and impairment” and “Other Property and Equipment — Net” to conform to the Company’s balance sheet presentation.
 
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(iii)
Represents the reclassification of balances contained in “Restricted cash” and “Right of use assets” on Lucero’s historical balance sheet into “Other noncurrent assets” to conform to the Company’s balance sheet presentation.
(iv)
Represents the reclassification of balances contained in “Accounts payable and accrued liabilities” on Lucero’s historical balance sheet into “Accounts payable” and “Accrued liabilities” to conform to the Company’s balance sheet presentation.
(v)
Represents the adjustment to expense certain historical costs originally capitalized to oil and gas properties by Lucero under IFRS to align with GAAP (successful efforts method of accounting) during the nine months ended September 30, 2024 and the year ended December 31, 2023.
(vi)
Represents the adjustment to add back impairment recovery recorded by Lucero during the year ended December 31, 2021 under IFRS to align with GAAP.
Lucero Condensed Statement of Operations (Unaudited)
Nine Months Ended September 30, 2024
Lucero Financial Statement Line
Vitesse Financial Statement Line
Lucero
Historical
(CAD)
Reclassification
Adjustments
IFRS to
GAAP
Adjustments
(Note 2A)
Currency
Translation
Adjustments
(Note 2B)
Lucero
As Adjusted
Revenues Revenue
Oil $ $ 131,440
(i)
$ $ (29,397) $ 81,577
(20,466)
(ii)
Natural gas 4,408
(i)
(719) 1,996
(1,693)
(ii)
Petroleum and natural gas revenues
135,848 (135,848)
(i)
Royalties
(22,159) 22,159
(ii)
Petroleum and natural gas revenues, net of royalties
Total revenue
113,689 (30,116) 83,573
Expenses Operating Expenses
Operating
Lease operating expense 21,398 4,098
(iii)
(6,754) 18,742
Transportation
4,098 (4,098)
(iii)
Production taxes
Production taxes 10,331 (2,737) 7,594
General and administrative
General and administrative 4,824 1,562
(c)
(1,692) 4,694
Finance
(1,696) 3,737
(iv)
(1,915)
(iv)
(126)
(iv)
Depletion and depreciation
Depletion, depreciation,
amortization, and accretion
37,740 126
(iv)