Blue Ridge Mountain Resources, Inc. (OTCPK: BRMR) (“Blue Ridge” or
the “Company”) today is pleased to announce the appointment of
Michael Hodges to Senior Vice President of Finance. Michael’s first
day with the Company will be September 19, 2018. Effective
upon the successful completion of the Company’s proposed merger
with Eclipse Resources Corporation (NYSE: ECR) (“Eclipse”), Michael
will assume the role of Executive Vice President and Chief
Financial Officer of Eclipse from Matthew DeNezza, who is currently
serving in such capacity with Eclipse. Matthew will remain in
place with Eclipse and support the transition until the close of
the merger. The transaction is expected to close in the fourth
quarter of 2018, subject to required regulatory approvals.
Michael joins Blue Ridge from PayRock Energy II
(an EnCap portfolio company), an exploration and production company
focused on oil and natural gas assets within the Eagle Ford Shale
of South Texas. Michael has approximately 20 years of experience in
the upstream oil and gas industry. His areas of expertise include
financial planning and analysis, capital markets, mergers and
acquisitions, investor relations and accounting. Previously,
Michael was the Chief Financial Officer for Ward Energy Partners, a
private-equity sponsored business focused on developing
liquids-rich assets in the Anadarko Basin of Oklahoma and the DJ
Basin of Colorado and Wyoming. Prior to joining Ward Energy
Partners, Michael was the Chief Financial Officer for Rex Energy
Corporation, a publicly-traded company developing natural resources
in the Marcellus Shale of Pennsylvania and the Utica Shale of Ohio.
Michael began his career with Chesapeake Energy Corporation and
subsequently worked for SandRidge Energy, Inc. in various
accounting roles of increasing responsibility. Michael received a
B.B.A. in Finance from the University of Oklahoma in 2000 and an
M.S. in Energy Management from Oklahoma City University in 2017 and
is a Certified Public Accountant in the State of Oklahoma.
John Reinhart, President and CEO of Blue Ridge,
commented, “We are delighted to welcome Michael to Blue Ridge.
Michael brings with him significant industry experience and an
excellent track record of leading finance functions in the upstream
energy sector while possessing executive-level experience at both
public and private energy companies. As we keenly focus on our
strategy of return on investment and near-term free cash flow
generation for the pro forma company, Michael’s appointment
reinforces our commitment to attracting talent with relevant
sectoral and operational experience that will help us to implement
that strategy. The talent of both organizations is reflected in the
pro forma management and, with the addition of Michael, will help
lead us to develop one of the premier operators in the Appalachian
Basin. We have assembled a highly experienced, results driven team
with a track record of innovation, integration and execution.
Together with the entire executive team, I am very much looking
forward to working with Michael again."
About Blue Ridge Mountain Resources,
Inc.
Blue Ridge is an Irving, Texas based independent
exploration and production company engaged in the acquisition,
development and production of natural gas and natural gas liquids.
Blue Ridge is active in two of the most prolific unconventional
shale resource plays in North America, the Marcellus and Utica
Shales.
No Offer or Solicitation
This communication relates to a proposed
business combination transaction (the “Transaction”) between
Eclipse Resources Corporation (“Eclipse Resources”) and Blue Ridge
Mountain Resources, Inc. (“Blue Ridge”). This communication is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, in any jurisdiction, pursuant
to the Transaction or otherwise, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in
this document in any jurisdiction in contravention of applicable
law. 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.
Additional Information and Where to Find
It
In connection with the Transaction, Eclipse
Resources will file with the U.S. Securities and Exchange
Commission (“SEC”) a registration statement on Form S-4 that will
include a consent solicitation statement of Blue Ridge and an
information statement of Eclipse Resources and that also
constitutes a prospectus of Eclipse Resources. Eclipse
Resources may also file other documents with the SEC regarding the
Transaction. The definitive consent solicitation
statement/information statement/prospectus will be sent to the
stockholders of Eclipse Resources and Blue Ridge. This document is
not a substitute for the registration statement and consent
solicitation statement/information statement/prospectus that will
be filed with the SEC or any other documents that Eclipse Resources
may file with the SEC or that Eclipse Resources or Blue Ridge may
send to stockholders of Eclipse Resources or Blue Ridge in
connection with the Transaction. INVESTORS AND
SECURITY HOLDERS OF ECLIPSE RESOURCES AND BLUE RIDGE ARE URGED TO
READ THE REGISTRATION STATEMENT, THE CONSENT
SOLICITATION STATEMENT/INFORMATION STATEMENT/PROSPECTUS AND ALL
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED
MATTERS.
Investors and security holders will be able to
obtain free copies of the registration statement and the consent
solicitation statement/information statement/prospectus (when
available) and all other documents filed or that will be filed with
the SEC by Eclipse Resources through the website maintained by the
SEC at www.sec.gov. Copies of documents filed with the SEC by
Eclipse Resources will be made available free of charge on Eclipse
Resources’ website at www.eclipseresources.com or by contacting
Eclipse Resources’ Investor Relations Department by phone at
814-325-2059.
Participants in
Solicitation
Eclipse Resources, Blue Ridge and certain of
their respective directors, executive officers and members of
management and employees may be deemed to be participants in the
solicitation of consents from the holders of Blue Ridge’s common
stock in respect to the Transaction.
Information regarding Eclipse Resources’
directors and executive officers is contained in Eclipse Resources’
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Information regarding Blue
Ridge’s directors and executive officers will be contained in the
consent solicitation statement/information statement/prospectus and
other relevant materials filed with the SEC. You can obtain a
free copy of these documents at the SEC’s website at www.sec.gov or
by accessing Eclipse Resources’ website at
www.eclipseresources.com.
Investors may obtain additional information
regarding the interests of those persons who may be deemed
participants in the Transaction by reading the consent solicitation
statement/information statement/prospectus and other relevant
documents filed with the SEC regarding the Transaction when they
become available. You may obtain free copies of these
documents as described above.
Forward-Looking Statements and
Cautionary Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”) and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). All statements, other than statements of historical
fact included in this press release, regarding, among other things,
strategy, future operations, financial position, estimated revenues
and income/losses, projected costs and capital expenditures,
prospects, plans and objectives of management are forward-looking
statements. When used in this press release, the words
“plan,” “endeavor,” “will,” “would,” “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. These forward-looking statements are based
on Eclipse Resources’ and Blue Ridge’s current expectations and
assumptions about future events and are based on currently
available information as to the outcome and timing of future
events. When considering forward-looking statements, you should
keep in mind the risk factors and other cautionary statements
described in the consent solicitation statement/information
statement/prospectus and under Item 1A. Risk Factors in Eclipse
Resources’ Annual Report on Form 10-K filed with the Securities
Exchange Commission on March 2, 2018 (the “2017 Annual Report”) and
in Eclipse Resources’ Quarterly Reports on Form 10-Q.
With respect to the proposed Transaction
described herein, forward-looking statements may include, but are
not limited to, statements regarding the expected timing and
likelihood of the completion of the Transaction; the timing,
receipt and anticipated terms and conditions of any required
governmental and regulatory approvals of the Transaction; the
ability to complete the Transaction considering the various closing
conditions; pro forma descriptions of the combined company and its
operation, integration and transition plans, synergies,
opportunities and anticipated future performance; the benefits of
the Transaction and their impact on Eclipse Resources’ business,
operations and assets; and any statements of assumptions underlying
any of the foregoing. In addition, forward-looking statements may
include statements about business strategy; reserves; general
economic conditions; financial strategy, liquidity and capital
required for developing properties and timing related thereto;
realized natural gas, natural gas liquids and oil prices; timing
and amount of future production of natural gas, NGLs and oil;
hedging strategy and results; future drilling plans; competition
and government regulations, including those related to hydraulic
fracturing; the anticipated benefits under commercial agreements;
marketing of natural gas, NGLs and oil; leasehold and business
acquisitions; the costs, terms and availability of gathering,
processing, fractionation and other midstream services; general
economic conditions; credit markets; uncertainty regarding future
operating results, including initial production rates and liquid
yields in its type curve areas; and plans, objectives, expectations
and intentions contained in this press release that are not
historical.
Eclipse Resources and Blue Ridge caution you
that the forward-looking statements pertaining to the proposed
Transaction are subject to risks and uncertainties related to the
benefits from, or completion of, the proposed Transaction,
including, without limitation, failure to satisfy any of the
conditions precedent to the proposed Transaction (including the
possibility that stockholders of Blue Ridge may not approve the
Transaction), disruption of management time from ongoing business
operations due to the Transaction, adverse effects on the market
price of Eclipse Resources’ common stock and on Eclipse Resources’
operating results because of a failure to complete the proposed
Transaction or because of any announcements related to the
Transaction, adverse effects on the ability of Eclipse Resources
and Blue Ridge to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers, failure to realize the expected benefits of the proposed
Transaction, negative effects of announcement or consummation of
the proposed Transaction on the market price of Eclipse Resources’
common stock, and significant transaction costs, unknown
liabilities and/or unanticipated expenses such as litigation
expenses. In addition, if and when the proposed Transaction is
consummated, there will be risks and uncertainties related to
Eclipse Resources’ ability to successfully integrate the operations
of Blue Ridge, including the risk that the combined company may not
operate as effectively and efficiently as expected, may be unable
to achieve synergies or may take longer than expected to achieve
synergies. In addition, all forward-looking statements are subject
to risks and uncertainties, most of which are difficult to predict
and many of which are beyond either company’s control, incident to
the exploration for and development, production, gathering and sale
of natural gas, NGLs and oil. These risks include, but are not
limited to, legal and environmental risks, drilling and other
operating risks, regulatory changes, commodity price volatility and
the recent significant decline of the price of natural gas, NGLs,
and oil, inflation, lack of availability of drilling, production
and processing equipment and services, counterparty credit risk,
the uncertainty inherent in estimating natural gas, NGLs and oil
reserves and in projecting future rates of production, cash flow
and access to capital, the timing of development expenditures, and
the other risks described in the consent solicitation
statement/information statement/prospectus and under Item 1A. Risk
Factors in the 2017 Annual Report and in Eclipse Resources’
Quarterly Reports on Form 10-Q.
All forward-looking statements, expressed or
implied, included in this press release are expressly qualified in
their entirety by this cautionary statement and are based on
assumptions that Eclipse Resources or Blue Ridge believes to be
reasonable but that may not prove to be accurate. This
cautionary statement should also be considered in connection with
any subsequent written or oral forward-looking statements that
Eclipse Resources, Blue Ridge or persons acting on their behalf may
issue. Except as otherwise required by applicable law, Eclipse
Resources and Blue Ridge disclaim any duty to update any
forward-looking statements to reflect new information or events or
circumstances after the date of this press release. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
Blue Ridge Contact:
Blue Ridge Mountain Resources, Inc.Michael Koy, EVP &
CFO469-293-2166 ir@brmresources.com
Eclipse Resources Contact:
Eclipse Resources CorporationDouglas Kris, Investor
Relations814-325-2059dkris@eclipseresources.com
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