Latest news with #PlanofMerger
Business Wire
5 days ago
- Business
- Business Wire
Regional Health Properties, Inc. and SunLink Health Systems, Inc. Announce Receipt of Shareholder Approvals for Merger
ATLANTA--(BUSINESS WIRE)--Regional Health Properties, Inc. ('Regional') (OTCQB: RHEP) (OTCQB: RHEPA) and SunLink Health Systems, Inc. ('SunLink') (NYSE American: SSY) jointly announced today that, at special meetings of their respective shareholders each held on August 4, 2025, Regional shareholders and SunLink shareholders approved the merger of SunLink with and into Regional, with Regional as the surviving corporation pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2025, as amended, by and between Regional and SunLink. The SunLink shareholders also approved at their special meeting, on a non-binding advisory basis, the SunLink merger-related compensation proposal. The closing of the proposed merger remains subject to customary closing conditions. The Regional shareholders also approved at their special meeting the issuance of shares of Regional common stock, no par value, and Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share (the 'Series D Preferred Stock'), in connection with the merger. Descriptions of the Series D Preferred Stock were previously disclosed in Regional's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the 'SEC') on April 18, 2025, and included in Regional's joint proxy statement/prospectus filed with the SEC on June 25, 2025, as supplemented or amended. About Regional Health Properties, Inc. Regional Health Properties, Inc., headquartered in Atlanta, Georgia, is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care. For more information, visit About SunLink Health Systems, Inc. SunLink Health Systems, Inc., headquartered in Atlanta, Georgia, is the parent company of subsidiaries that own and operate Carmichael's Cashway Pharmacy. For more information, visit NO OFFER OR SOLICITATION Communications in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the 'Securities Act'). ADDITIONAL INFORMATION INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO FILED WITH THE SEC ON JULY 18, 2025 REGARDING A PROPOSED TENDER OFFER, AS WELL AS THE SCHEDULE 14D-9 FILED BY REGIONAL ON AUGUST 1, 2025 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. Forward-Looking Statements This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like 'believe', 'continue', 'pattern', 'estimate', 'project', 'intend', 'anticipate', 'expect' and similar expressions or future or conditional verbs such as 'will', 'would', 'should', 'could', 'might', 'can', 'may', or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger between Regional and SunLink, including statements of Regional's goals, intentions and expectations; statements regarding Regional's business plan and growth strategies; and statements regarding the tender offer. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of Regional and SunLink will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer, vendor and employee relationships and business operations may be disrupted by the merger; the ability to obtain required regulatory approvals and the ability to complete the merger on the expected timeframe; the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; the ability of Regional and SunLink to meet the initial or continued listing requirements or rules of the NYSE American LLC or the OTCQB, as applicable, and to maintain the listing or trading, as applicable, of securities thereon; possible changes in economic and business conditions; the impacts of epidemics, pandemics or other infectious disease outbreaks; the existence or exacerbation of general geopolitical instability and uncertainty; possible changes in monetary and fiscal policies, and laws and regulations; competitive factors in the healthcare industry; Regional's dependence on the operating success of its operators; the amount of, and Regional's ability to service, its indebtedness; covenants in Regional's debt agreements that may restrict its ability to make investments, incur additional indebtedness and refinance indebtedness on favorable terms; the effect of increasing healthcare regulation and enforcement on Regional's operators and the dependence of Regional's operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of Regional's operators; the effect of Regional's operators declaring bankruptcy, becoming insolvent or failing to pay rent as due; the ability of any of Regional's operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; Regional's ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and other risks and factors identified in (i) Regional's cautionary language included under the headings 'Statement Regarding Forward-Looking Statements' and 'Risk Factors' in the Regional Annual Report, and other documents subsequently filed by Regional with the SEC and (ii) SunLink's cautionary language included under the headings 'Forward-Looking Statements' and 'Risk Factors' in SunLink's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC. These forward-looking statements speak only as of the date they are made and neither Regional nor SunLink undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, Regional's and SunLink's past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not.
Business Wire
23-06-2025
- Business
- Business Wire
WhiteHawk Completes Acquisition of PHX
PHILADELPHIA--(BUSINESS WIRE)--WhiteHawk Income Corporation (together with WhiteHawk Energy, LLC and their respective subsidiaries, 'WhiteHawk' or the 'Company') announced today that it has completed the acquisition of PHX Minerals Inc. ('PHX') (NYSE: PHX). Following completion of the previously announced tender offer, WhiteHawk completed the acquisition of PHX on June 23, 2025 through a merger pursuant to the Agreement and Plan of Merger, dated as of May 8, 2025, by and among WhiteHawk Merger Sub, Inc. ('Merger Sub'), WhiteHawk Acquisition, Inc. ('Parent') and PHX. In connection with the merger, each share of PHX common stock (other than shares owned by PHX or any subsidiary of PHX, shares owned by Parent, Merger Sub or any of their respective affiliates, restricted shares held by directors, officers, and employees of PHX, and shares held by stockholders of PHX who have properly demanded and perfected the right to appraisal under Delaware law with respect to such shares) has been converted automatically into the right to receive the same consideration payable pursuant to the tender offer of $4.35 per share, net to the seller in cash, without interest and subject to any applicable tax withholding. Upon completion of the merger, PHX became a wholly owned subsidiary of Parent, a wholly-owned subsidiary of WhiteHawk Income Corporation. Shares of PHX ceased trading prior to the open of the market on June 23, 2025 and will be delisted from the New York Stock Exchange. About WhiteHawk Energy, LLC WhiteHawk Energy, LLC is focused on acquiring mineral and royalty interests in top-tier natural gas resource plays, including the Marcellus Shale and Haynesville Shale. The management team at WhiteHawk Energy has successfully grown over $13 billion of minerals, midstream, and exploration and development companies over the last 20 years. WhiteHawk Energy currently manages approximately 3,100,000 gross unit acres within core operating areas of the Marcellus Shale, Haynesville Shale and the SCOOP/STACK play in Oklahoma, with interests in more than 10,000 producing wells. Please go to for more information. About PHX Minerals Inc. PHX Minerals is a natural gas and oil mineral company with a strategy to proactively grow its mineral position in its core focus areas. PHX owns mineral acreage principally located in Oklahoma, Texas, Louisiana, North Dakota and Arkansas. Additional information on the Company can be found at Cautionary Statement Regarding Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, including our anticipated revenues, earnings, cash flows or other aspects of our operations or operating results, and our expectations or beliefs concerning future events; and any statements using words such as 'believe,' 'expect,' 'anticipate,' 'plan,' 'intend,' 'foresee,' 'should,' 'would,' 'could,' 'may,' 'estimate,' 'outlook' or similar expressions, including the negative thereof, are forward-looking statements that involve certain factors, risks and uncertainties that could cause PHX's actual results to differ materially from those anticipated.
Business Wire
23-05-2025
- Business
- Business Wire
SatixFy Shareholders Overwhelmingly Approve Proposed Acquisition by MDA Space
REHOVOT, Israel--(BUSINESS WIRE)-- SatixFy Communications Ltd. ('SatixFy' or the 'Company') (NYSE American: SATX), today announced that at a special meeting of shareholders (the"Meeting ') on May 23, 2025, holders of the majority of outstanding ordinary shares of SatixFy voted to approve the Agreement and Plan of Merger (the ' Merger Agreement ') with MDA Space Ltd. (' MDA Space '), as amended and announced on May 20, 2025, pursuant to which MDA Space agreed to acquire SatixFy in an all-cash transaction (the " Merger"). Over 99% of the Company's outstanding ordinary shares that were voted at the Meeting in person or by proxy were voted in favor of the adoption of the Merger Agreement and the Merger. "We are pleased that an overwhelming majority of SatixFy shareholders support our merger with MDA Space," said Nir Barkan, Chief Executive Officer of SatixFy. "This significant milestone in the process is confirmation of the shareholder value created by this strategic transaction, and of the strong strategic fit of SatixFy within MDA Space as the market continues to transition from analog to digital technologies.' Forward-Looking Statements This news release contains forward‐looking information within the meaning of applicable securities legislation, which reflects SatixFy's current expectations regarding future events. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the anticipated timing of completion of the Merger and closing; and statements made by the Chief Executive Officer of SatixFy. In particular, there can be no assurance that the Merger between MDA Space and SatixFy will be completed on the terms of the Merger Agreement, if at all. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the control of SatixFy, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information, including: approvals required in connection with the Merger; the satisfaction or waiver of the closing conditions of the Merger (if at all); adverse changes in applicable laws or regulations; results of operations and performance. While SatixFy considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Additional risks and uncertainties applicable include, but are not limited to, the factors discussed under 'Risk Factors' in SatixFy's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 1, 2025, as amended, and other documents filed with or furnished to the SEC which are available on the SEC's website, SatixFy does not undertake any obligation to update such forward–looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. About SatixFy SatixFy develops chips and systems that serve the full satellite communication value chain from gateways through payload subsystems and terminals. Our cutting-edge space grade chipset supports next-generation satellite communications systems, including satellite multi-beam digital space antennas, space processors flat panel user terminals and modems, based on powerful in-house designed chipsets. SatixFy's products include modems that feature Software Defined Radio (SDR) and Fully Electronically Steered Multi Beam Antennas (ESMA) that support the advanced communications standard DVB-S2X and RCS2. SatixFy's innovative ASICs improve the overall performance of satellite communications systems, reduce the weight and power requirements of terminals and payloads, and save real estate for gateway equipment. SatixFy's advanced VSATs and multi-beam fully electronically steered antenna arrays are optimized for a variety of mobile applications and services, prepared for multi-orbits LEO, MEO and GEO satellite communications systems, for aero/in-flight connectivity systems, communications-on-the-move applications and more. For more information, please visit About MDA Space Building the space between proven and possible, MDA Space (TSX:MDA) is a trusted mission partner to the global space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The MDA Space team of more than 3,400 space experts in Canada, the US and the UK has the knowledge and know-how to turn an audacious customer vision into an achievable mission – bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that's been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, MDA Space will take you there. For more information, visit SAT-COM
Malaysian Reserve
20-05-2025
- Business
- Malaysian Reserve
MDA Space and SatixFy Announce Amended Merger Agreement for Increased Consideration and Postponement of Shareholder Meeting
BRAMPTON, ON, May 20, 2025 /CNW/ – MDA Space Ltd. (TSX: MDA), a trusted mission partner to the rapidly expanding global space industry, and SatixFy Communications Ltd. (NYSE American: SATX), a leader in next-generation satellite communication systems based on in-house-developed chipsets, today announced that they have agreed to amend the terms of the Agreement and Plan of Merger (the 'Merger Agreement'), dated April 1, 2025 among SatixFy Communications Ltd. ('SatixFy') , MDA Space Ltd. ('MDA') and certain subsidiaries, pursuant to which MDA agreed to acquire SatixFy in an all-cash transaction for US$2.10 (without interest) per ordinary share, which implied an aggregate equity value for the Company of approximately US$193 million. The amendment follows a go-shop process, conducted by SatixFy with the assistance of its financial advisor TD Securities (USA) LLC, in which approximately 75 third parties were contacted to determine whether they had an interest in making an Acquisition Proposal (as such term is defined in the Merger Agreement). The 'go-shop' period under the Merger Agreement expired at 11:59 p.m. ET on May 16, 2025. As a result of this process, SatixFy received during the 'go-shop' period an Acquisition Proposal from a third-party (the 'Go-Shop Party' and the 'Go-Shop Proposal', respectively) to acquire all of the outstanding shares of SatixFy in an all-stock transaction, consisting of a number of the Go-Shop Party's shares that would imply aggregate equity consideration of approximately US$233.5 million, or approximately US$2.53 per ordinary share. Furthermore, the exchange ratio, on the basis of which the consideration pursuant to the Go-Shop Proposal would be calculated, featured a collar such that the ratio between the SatixFy shares and the Go-Shop Party stock consideration would remain fixed despite any increase in the Go-Shop Party's trading price to enable the holders of SatixFy's ordinary shares to participate in up to a 10% increase, and would be adjusted in the event of any decrease in the Go-Shop Party's trading price to enable the holders to receive the same aggregate value of US$233.5 million despite up to a 20% decrease. MDA disputed the validity of SatixFy's notice of the Acquisition Proposal. In response to the Go-Shop Proposal and subsequent discussions with MDA, SatixFy and MDA reached an agreement to amend the Merger Agreement to provide for a significant increase in the merger consideration to an all-cash transaction for US$3.00 (without interest) per ordinary share, which implies an aggregate equity value for the Company of approximately US$280 million. The increase in the merger consideration is based upon the commitment by the Company not to consider any other acquisition proposals for SatixFy and for SatixFy's Board of Directors (the 'Board') not to change its recommendation supporting the Merger Agreement, as amended. The Board determined that the increased price per share is the best value for the shareholders of Satixfy, after taking into account various considerations including time to close and risks of delays, risks to closing, financial situation of the company, benefits of an all-cash transaction and others (the 'Board Determination'). The Board unanimously reiterates its recommendation that SatixFy shareholders vote FOR the revised transaction at the Meeting (as defined below). Shareholders holding approximately 57% of SatixFy outstanding shares have entered into voting support agreements pursuant to which they have committed to vote in favor of the transaction. In connection with the Board Determination, the Board also resolved that the upcoming Special General Meeting of Shareholders to approve the Merger Agreement and related transactions which was scheduled for May 20, 2025 will be postponed to 4:00 p.m. Israel time on May 23, 2025 to allow sufficient time under applicable laws, rules and regulations for the announcement and distribution of the disclosures set forth herein. There is currently no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special General Meeting of Shareholders, except as set forth in this press release. Forward-Looking Statements This news release contains forward‐looking information within the meaning of applicable securities legislation, which reflects MDA Space's and SatixFy's current expectations regarding future events. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the consideration to be received by SatixFy's shareholders; the go-shop process during the Go-Shop Period (as defined in the Merger Agreement); compliance by MDA Space and SatixFy with various covenants contained in the Merger Agreement; the receipt of regulatory approvals and the satisfaction of the closing conditions of the transaction; and the anticipated timing for SatixFy's shareholders' meeting and completion of the transaction. In particular, there can be no assurance that the Transaction will be completed on the terms described herein, if at all. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the control of MDA Space and SatixFy, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information, including: approvals required in connection with the transaction; compliance with the voting support agreements; the satisfaction or waiver of the closing conditions of the transaction (if at all); adverse changes in applicable laws or regulations; delay or inability of MDA Space to pay the consideration contemplated by the Merger Agreement; expected growth; results of operations; performance; industry trends and growth opportunities. While MDA Space and SatixFy consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Additional risks and uncertainties applicable to MDA Space include, but are not limited to, the factors discussed under 'Risk Factors' in the MDA Space Annual Information Form (AIF) dated March 7, 2025 and available on SEDAR+ at Additional risks and uncertainties applicable to SatixFy include, but are not limited to, the factors discussed under 'Risk Factors' in SatixFy's Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 1, 2025, as amended, and other documents filed with or furnished to the SEC which are available on the SEC's website, Neither MDA Space nor SatixFy undertakes any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. In connection with this transaction, SatixFy has submitted a proxy statement and form of proxy card to the SEC. Investors are urged to read these materials carefully because they contain important information about SatixFy and this transaction subject to the amendments contemplated referenced herein. The proxy statement, proxy card and certain other relevant materials and any other documents submitted by SatixFy to SEC may be obtained free of charge at the SEC's website at Investors are urged to read the proxy statement and the other relevant materials carefully before making any voting or investment decision with respect to this transaction. ABOUT MDA SPACE Building the space between proven and possible, MDA Space (TSX:MDA) is a trusted mission partner to the global space industry. A robotics, satellite systems and geointelligence pioneer with a 55-year+ story of world firsts and more than 450 missions, MDA Space is a global leader in communications satellites, Earth and space observation, and space exploration and infrastructure. The MDA Space team of more than 3,400 space experts in Canada, the US and the UK has the knowledge and know-how to turn an audacious customer vision into an achievable mission – bringing to bear a one-of-a-kind mix of experience, engineering excellence and wide-eyed wonder that's been in our DNA since day one. For those who dream big and push boundaries on the ground and in the stars to change the world for the better, we'll take you there. For more information, visit ABOUT SATIXFY SatixFy develops chips and systems that serve the full satellite communication value chain from gateways through payload subsystems and terminals. Our cutting-edge space grade chipset supports next-generation satellite communications systems, including satellite multi-beam digital space antennas, space processors flat panel user terminals and modems, based on powerful in-house designed chipsets. SatixFy's products include modems that feature Software Defined Radio (SDR) and Fully Electronically Steered Multi Beam Antennas (ESMA) that support the advanced communications standard DVB-S2X and RCS2. SatixFy's innovative ASICs improve the overall performance of satellite communications systems, reduce the weight and power requirements of terminals and payloads, and save real estate for gateway equipment. SatixFy's advanced VSATs and multi-beam fully electronically steered antenna arrays are optimized for a variety of mobile applications and services, prepared for multi-orbits LEO, MEO and GEO satellite communications systems, for aero/in-flight connectivity systems, communications-on-the-move applications and more. For more information, please visit SOCIAL MEDIALinkedIn: Facebook:
Yahoo
15-04-2025
- Business
- Yahoo
Amplify Energy and Juniper Capital Announce Amendment to the Merger Agreement
Juniper to Contribute Incremental $10 Million in Cash Updates Oil and Gas Hedge Positions and Juniper Reserve Values HOUSTON, April 15, 2025 (GLOBE NEWSWIRE) -- Amplify Energy Corp. (NYSE: AMPY) ('Amplify' or the 'Company') today announced an amendment to the existing terms of its previously disclosed Agreement and Plan of Merger with Juniper Capital's ('Juniper') upstream Rocky Mountain portfolio companies. The amended agreement will now provide for Juniper to contribute an incremental $10 million of cash to further reduce the net debt of the combined companies. This amendment follows shareholder engagement and reflects Juniper's strong belief in the merits of the combination and focus on a strong pro forma company. As previously announced, at closing Amplify plans to issue Juniper approximately 26.7 million shares of Amplify common stock and assume approximately $133 million in net debt(1). Such incremental contribution was agreed to in Amendment No. 1 to the Agreement and Plan of Merger, dated April 14, 2025 (the 'Amendment'). Amplify intends to file supplemental proxy materials with the Securities and Exchange Commission (the 'SEC') in the coming days reflecting the Amendment. Martyn Willsher, Amplify's President and Chief Executive Officer, said, 'These amended terms reflect each party's belief in the long-term value creation of this proposed transaction and our commitment to shareholder engagement. This transaction has been thoroughly considered alongside a wide range of options by our board of directors, and we continue to believe that this combination is the best path for shareholders to realize the value they deserve.' Edward Geiser, Juniper's Managing Partner, added, 'In recognition of the recent market volatility, we believe the additional cash investment is justified to bolster the strength and liquidity of the combined company. We continue to believe that the combination of our Rockies assets with Amplify's existing operations offers investors a unique opportunity, which is capable of delivering significant shareholder value and free cash flow in a low or high commodity price environment. This increased capital investment reflects our continued confidence in the long-term value creation of the combined company and the top quality of the Amplify management team.' Updated Hedge Positions In response to shareholder concerns regarding the recent reduction in oil prices, Amplify is providing updated information regarding the current oil and gas hedge positions at both Amplify and Juniper. Mr. Willsher commented, 'Though oil prices have dropped considerably since we announced the transaction in January, Amplify and Juniper have taken significant steps to minimize the impact of commodity price volatility through their active hedging programs. As a percentage of proved developed producing reserves, Amplify has 80-85% of oil hedged in 2025 and 40-45% hedged in 2026, while Juniper has 65-70% of oil hedged in 2025 and 50-55% hedged in 2026. At current strip prices, Amplify's hedges have a present worth of approximately $25 million, while Juniper's hedges have a present worth of approximately $14 million.' As illustrated in the tables below (as of April 15, 2025), both Amplify and Juniper have meaningfully protected against downside commodity risk by hedging a significant portion of their forecasted PDP volumes. Amplify standalone hedge book: 2025 2026 2027 Natural Gas Swaps: Average Monthly Volume (MMBtu) 585,000 500,000 137,500 Weighted Average Fixed Price ($) $ 3.75 $ 3.79 $ 4.01 Natural Gas Collars: Two-way collars Average Monthly Volume (MMBtu) 500,000 517,500 437,500 Weighted Average Ceiling Price ($) $ 3.90 $ 4.11 $ 4.45 Weighted Average Floor Price ($) $ 3.50 $ 3.58 $ 3.56 Oil Swaps: Average Monthly Volume (Bbls) 128,583 90,500 9,000 Weighted Average Fixed Price ($) $ 70.85 $ 68.43 $ 63.65 Oil Collars: Two-way collars Average Monthly Volume (Bbls) 59,500 Weighted Average Ceiling Price ($) $ 80.20 Weighted Average Floor Price ($) $ 70.00 Juniper standalone hedge book: 2025 2026 2027 Oil Swaps: Average Monthly Volume (Bbls) 68,750 38,500 Weighted Average Fixed Price ($) $ 71.83 $ 66.79 Oil Collars: Two-way collars Average Monthly Volume (Bbls) 31,292 16,625 1,708 Weighted Average Ceiling Price ($) $ 75.26 $ 74.84 $ 76.15 Weighted Average Floor Price ($) $ 65.57 $ 63.12 $ 65.00 Updated Juniper Audited Reserves Amplify is also providing updated information regarding the audited reserve value associated with Juniper's assets. Assuming WTI oil prices at $60 per barrel held flat and Henry Hub gas prices at $3.50 per mmbtu held flat, the total proved reserve PV-10(2) value of Juniper's audited reserves is $356 million. Mr. Willsher commented, 'Combining Juniper's proved developed PV-10(2) value of $230 million with the value of Juniper's current hedge book ($14 million) generates total value of $244 million. Comparing this value to the pro forma debt of approximately $123 million (after Juniper's $10 million cash contribution), demonstrates the substantial equity value of the Juniper assets even in a sustained low oil price environment. Furthermore, as we've previously noted, we believe the Juniper assets have considerable incremental value provided by the extensive development potential, much of which is located on held-by-production leases, which would allow the combined company the flexibility to slow development during low commodity prices but capitalize on higher prices to the benefit of our investors.' Mr. Willsher concluded, 'We believe the merger provides numerous benefits to shareholders, including the scale and flexibility to weather commodity cycles like we are currently experiencing. Amplify's low-decline asset base complements Juniper's high margin assets, which are then further supported by our strong combined hedge positions. With substantial flexibility to defer discretionary capital projects, and our ongoing focus on delivering value to investors in any environment, we continue to expect we will generate strong free cash flow in 2025 and in the years ahead.' The details of Juniper's Audited Reserves are provided in the table below: Estimated Net Reserves Proved Developed Proved Undeveloped Total Proved Oil | Natural Gas Price PV-10 PV-10 PV-10 (in millions) $70 | $3.50 $335 $280 $615 $60 | $3.50 230 126 356 Special Meeting of Stockholders The Special Meeting of Stockholders (the 'Special Meeting') to approve the proposals is scheduled to be reconvened on April 23, 2025, at 9:00 a.m. Central Time (and the meeting will be held virtually via the internet at The record date for the Special Meeting, March 3, 2025, is unchanged and applies to the reconvened Special Meeting. Stockholders who have already cast their votes do not need to take any action, unless they wish to change or revoke their prior proxy or voting instructions, and their votes will be counted at the reconvened Special Meeting. For stockholders who have not yet cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting. For more information on how to vote, please call the Company's proxy solicitor, Sodali & Co, on their toll-free number (800) 662-5200 or email AMPY@ The Company's Board of Directors continues to recommend that shareholders vote 'FOR' the two proposals regarding the merger and identified in the Company's definitive proxy statement. About Amplify Energy Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify's operations are focused in Oklahoma, the Rockies (Bairoil), federal waters offshore Southern California (Beta), East Texas / North Louisiana, and the Eagle Ford (Non-op). For more information, visit Forward-Looking Statements This press release includes 'forward-looking statements.' All statements, other than statements of historical fact, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as 'could,' 'believe,' 'anticipate,' 'intend,' 'estimate,' 'expect,' 'may,' 'continue,' 'predict,' 'potential,' 'project' and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company's actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the statements about the Company's expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto and the expected timing of the reconvened Special Meeting. Please read the Company's filings with the SEC, including 'Risk Factors' in the Company's Annual Report on Form 10-K, and if applicable, the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company's Investor Relations website at or on the SEC's website at for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Footnotes 1) Net debt at announcement consisted of $140 million outstanding as of 12/31/2024 less $2 million of cash and pro forma of $5 million of cash to be contributed by Juniper before the closing date. 2) The estimated net reserves are based on 2024 Year End reserves and are evaluated at flat pricing. PV-10 is a non-GAAP financial measure that represents the present value of estimated future cash inflows from proved oil and natural gas reserves that are calculated using the unweighted arithmetic average first-day-of-the-month prices for the prior 12 months, less future development and operating costs, discounted at 10% per annum to reflect the timing of future cash flows. The most directly comparable GAAP measure to PV-10 is standardized measure. PV-10 differs from standardized measure in its treatment of estimated future income taxes, which are excluded from PV-10. Amplify believes the presentation of PV-10 provides useful information because it is widely used by investors in evaluating oil and natural gas companies without regard to specific income tax characteristics of such entities. PV-10 is not intended to represent the current market value of the estimated proved reserves. PV-10 should not be considered in isolation or as a substitute for the standardized measure as defined under GAAP. As GAAP does not prescribe a comparable GAAP measure for PV-10 of reserves adjusted for pricing sensitives, it is not practicable for us to reconcile PV-10 to a standardized measure or any other GAAP measure. Contacts Amplify Energy Jim Frew -- Senior Vice President and Chief Financial Officer(832) Michael Jordan -- Director, Finance and Treasurer(832) Sodali & Co. Michael Verrechia / Eric Kamback / Christopher Rice(800) 662-5200AMPY@ FTI Consulting Tanner Kaufman / Brandon Elliott / Rose Zuamplifyenergy@ in to access your portfolio
