We are an independent oil and gas exploration stage company, led by an experienced management and technical team, which is focused on under-explored regions in Africa. Our current asset portfolio includes an exploration license onshore in the Republic of Benin (“Benin”), as well as an exploration license onshore in the Republic of Namibia (“Namibia”). As of the date of this prospectus, we have not drilled any wells. Additionally, the Company continues to review other potential assets for expansion.

**Note: Net loss and revenue figures are for the year that ended June 30, 2022.

(Note: Elephant Oil Corp. revived its IPO in early November with plans to price the micro-cap deal in mid-November: 1.67 million shares at $4.00 to $5.00 to raise $7.52 million. These are the same terms from the July 21, 2023, filing with the SEC. Background:  Elephant Oil Corp. postponed the pricing of its IPO, which had been tentatively expected for sometime during the week of Aug. 14, 2023, or the following week. Previously: Elephant Oil Corp. slightly increased the size of its IPO in an S-1/A filing dated July 21, 2023, to 1.67 million shares from 1.56 million shares and kept the price range at $4.00 to $5.00 to raise $7.52 million. Previously: Elephant Oil Corp. increased the size of its IPO again in an S-1/A filing dated June 1, 2023: The IPO was increased to 1.56 million shares (1,555,556 shares) and the price range was kept at $4.00 to $5.00 – to raise $7.0 million – an increase of about $120,000 in the IPO’s estimated proceeds. Background: Elephant Oil Corp. increased its IPO’s size in an S-1/A filing dated March 30, 2023, to 1.53 million shares (1,527,778 shares) and kept the price range at $4.00 to $5.00 to raise $6.88 million ($6,875,001). Elephant Oil Corp. cut its IPO’s size by about 24 percent and changed the IPO’s structure by removing the warrants in an S-1/A filing dated March 9, 2023: The IPO now consists of 1.44 million shares at $4.00 to $5.00 to raise $6.48 million. Previously, the IPO’s terms were 1.83 million units – with each unit consisting of one share of common stock and one warrant to buy one share – at a price range of $4.15 to $5.15 – to raise $8.5 million. The IPO’s terms have been revised numerous times – see background note below. The S-1 was filed March 25, 2022; confidential IPO documents were filed on Dec. 21, 2021.)

(Background: The IPO has been on hold since mid-February, when the deal did not get done after tentatively setting a pricing date during the week of Feb. 13, 2023. Elephant Oil Corp. filed an S-1/A on Dec. 6, 2022, to cut the size of its unit IPO – to 1.83 million units (1,827,957 units) from 2.58 million units (2,580,645 units) – and kept the price range at $4.15 to $5.15 – to raise $8.5 million. In terms of estimated IPO proceeds, the new terms represent a cut of 29.2 percent. The company updated its IPO plans with a placeholder filing dated Jan. 6, 2023. The IPO’s initial terms were 3.23 million units at $4.15 to $5.15 to raise $15.02 million, disclosed in an S-1/A filing on Aug. 12, 2022.)