Eclipse Resources Corporation (NYSE:ECR) (the “Company” or
“Eclipse Resources”) and Blue Ridge Mountain Resources, Inc.
(OTCPK:BRMR) (“Blue Ridge”) today are pleased to announce they have
completed the transaction to combine the two companies under the
definitive merger agreement, which was previously approved by the
boards of directors and stockholders of each company. The Company
is also announcing that it has entered into an amended and restated
credit agreement to expand its borrowing base from $225 million to
$375 million and extended the maturity date to 2024. In conjunction
with the closing, the Company changed its name to Montage Resources
Corporation and effected the previously announced 15-to-1 reverse
stock split of its common stock. The Company’s common stock will
begin trading on the New York Stock Exchange under the new symbol
“MR” on March 1, 2019, giving effect to the reverse stock
split.
As previously disclosed, Blue Ridge stockholders will receive
consideration consisting of 4.4259 shares of Eclipse Resources
common stock for each share of Blue Ridge common stock before
adjustment for the reverse stock split, or 0.29506 shares of
Eclipse Resources common stock for each share of Blue Ridge common
stock after adjustment for the reverse stock split.
John Reinhart, President and Chief Executive Officer of Montage
Resources, commented, “I am pleased to announce the closing of this
transaction that leverages the scale, operational excellence and
high-quality, contiguous assets of both organizations. The prolific
Utica and Marcellus acreage position, when combined with Montage
Resources’ operational expertise, balanced midstream and downstream
portfolio, and financial positioning, will facilitate management’s
focus on shareholder value through the execution of a development
plan prioritizing prudent growth, capital efficiency, and corporate
cash flow generation. This is a transformational year for Montage
Resources and we are excited to close the transaction and continue
working toward creating value in 2019 and beyond.”
About Montage Resources
Montage Resources is an exploration and production company with
approximately 227,000 net effective undeveloped acres currently
focused on the Utica and Marcellus Shales of southeast Ohio, West
Virginia and North Central Pennsylvania.
Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact
included in this press release, regarding Montage Resources’
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,” “delivering,” position,”
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 Montage Resources’ 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 “Item 1.A.
Risk Factors” in the Company’s’ Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 2, 2018, as
amended (the “2017 Annual Report”), and the Company’s Quarterly
Reports on Form 10-Q, as well as under the heading “Risk Factors”
in the definitive consent solicitation statement/information
statement/prospectus related to the combination with Blue Ridge
filed by the Company with the Securities and Exchange Commission on
January 28, 2019.
Forward-looking statements may include, but are not limited to,
statements about Montage Resources’ business strategy; reserves;
general economic conditions; financial strategy, liquidity and
capital required for developing its properties and timing related
thereto; realized natural gas, NGLs and oil prices; timing and
amount of future production of natural gas, NGLs and oil; its
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; the costs,
terms and availability of downstream transportation services;
general economic conditions; credit markets; uncertainty regarding
future operating results, including initial production rates and
liquid yields in type curve areas; and plans, objectives,
expectations and intentions contained in this press release that
are not historical. Forward-looking statements also may include
statements relating to the combination with Blue Ridge, including
statements regarding the combined company and its operations,
integration and transition plans, synergies, cost savings,
opportunities, anticipated future performance, benefits of the
transaction and its impact on the combined company’s business,
operations, assets, results of operations, liquidity, and financial
position, and any statements of assumptions underlying any of the
foregoing.
Montage Resources cautions you that all these forward-looking
statements are subject to risks and uncertainties, most of which
are difficult to predict and many of which are beyond the 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 declines in 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 “Item 1A. Risk
Factors” of the 2017 Annual Report and the Company’s’ Quarterly
Reports on Form 10-Q. In addition, forward-looking statements are
subject to risks and uncertainties related to the combination with
Blue Ridge, including, without limitation, failure to realize or
delays in realizing expected synergies or other benefits of the
transaction, difficulties in integrating the combined operations,
disruption of management time from ongoing business operations due
to the transaction, adverse effects on the ability of the combined
company to retain and hire key personnel and maintain relationships
with suppliers and customers, negative effects of consummation of
the transaction on the market price of the Company’s common stock,
transaction costs, unknown liabilities or unanticipated expenses,
and the other risks described under the heading “Risk Factors” in
the definitive consent solicitation statement/information
statement/prospectus related to the combination with Blue Ridge
filed by the Company with the Securities and Exchange Commission on
January 28, 2019.
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 Montage
Resources 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 Montage Resources or persons acting on its behalf
may issue. Except as otherwise required by applicable law, Montage
Resources disclaims 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190228006100/en/
Montage Resources CorporationDouglas Kris, Investor
Relations814-325-2059dkris@mresources.com
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