Material Event - Form 8-K

Item 8.01 Other Events

On April 26, 2024, Battalion Oil Corporation, a Delaware corporation (the "Company" or "we"), determined that Fury Resources, Inc., a Delaware corporation ("Parent"), failed to meet certain deadlines set forth in the Agreement and Plan of Merger, dated as of December 14, 2023 (the "Merger Agreement"), by and among the Company, Parent, and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 24, 2024 (the "First Amendment"), the Second Amendment to the Agreement and Plan of Merger, dated as of February 6, 2024 (the "Second Amendment"), the Third Amendment to the Agreement and Plan of Merger, dated as of February 16, 2024 (the "Third Amendment"), and the Fourth Amendment to the Agreement and Plan of Merger, dated as of April 16, 2024 (the "Fourth Amendment").

Pursuant to the Merger Agreement (as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment), the Company has the right to terminate (the "QAFD Termination Right") the Merger Agreement if Parent fails to deliver binding contracts entered into by Parent or its affiliates, which contemplate equity financing for the transaction that would, when taken together with the aggregate proceeds contemplated by other financing sources, be sufficient for Parent to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses ("Qualifying Additional Financing Documents") by 5:00 p.m. Central Time on April 26, 2024 (the "Deadline"). The Closing Failure Fee (as defined in the Merger Agreement) shall become payable upon the exercise of the QAFD Termination Right and the obligation to make such payment would be a guaranteed obligation under the Amended and Restated Limited Guarantee, dated April 16, 2024, by Abraham Mirman in favor of the Company (the "Limited Guarantee") summarized in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2024, but subject to the limitations set forth in the Limited Guarantee.

On April 26, 2024, Parent failed to deliver the Qualifying Additional Financing Documents by the Deadline (the "Termination Event"). As a result, under the terms of the Merger Agreement, as amended by the Fourth Amendment, the Company has the right to exercise the QAFD Termination Right.

The Company's board of directors (the "Board") and the special committee of the Board are evaluating the Company's options in light of the Termination Event and are considering a range of options, including possible changes to the terms of the Merger Agreement and a termination of the Merger Agreement in accordance with its terms. At this time, the Company has not terminated the Merger Agreement but has reserved all of its rights and remedies under the Merger Agreement and applicable law.

For a summary of the material terms of the Merger Agreement and the First Amendment, Second Amendment, Third Amendment, the Fourth Amendment and the Limited Guarantee, please see the Company's Current Reports on Forms 8-K filed with the Securities and Exchange Commission on December 18, 2023, January 24, 2024, February 6, 2024, February 16, 2024 and April 16, 2024.

Important Information for Investors and Stockholders

This communication is being made in respect of the proposed transaction involving the Company and Parent. In connection with the proposed transaction, the Company intends to file the relevant materials with the SEC, including a proxy statement on Schedule 14A and a transaction statement on Schedule 13e-3 (the "Schedule 13e-3"). Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder of the Company entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement, the Schedule 13e-3 or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. The materials to be filed by the Company will be made available to the Company's investors and stockholders at no expense to them and copies may be obtained free of charge on the Company's website at www.battalionoil.com. In addition, all of those materials will be available at no charge on the SEC's website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement, the Schedule 13e-3 and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction because they contain important information about the Company and the proposed transaction. The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the Company's executive officers and directors in the solicitation by reading the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and the proxy statement, the Schedule 13e-3 and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available. Information concerning the interests of the Company's participants in the solicitation, which may, in some cases, be different than those of the Company's stockholders generally, will be set forth in the proxy statement relating to the proposed transaction and the Schedule 13e-3 when they become available.