Battalion Oil (BATL) Proxy Filing summary

Executive summary

• A special meeting is scheduled for November 19, 2024, to vote on a proposed merger where shareholders will receive $7.00 per share in cash, representing a 32.6% premium over the December 14, 2023, closing price and a 129.5% premium over the September 18, 2024, closing price.

• The merger will result in the company becoming a wholly owned subsidiary of Fury Resources, Inc., and delisting from the NYSE American.

• The board, after a special committee review, unanimously recommends shareholders vote in favor of the merger, citing fairness and the best interests of all shareholders, including unaffiliated holders.

• The merger process included a comprehensive sale process, multiple amendments to the merger agreement, and extensive negotiations to secure financing and address liquidity concerns.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval of adjournments if needed to solicit more proxies.

• Approval of the merger requires a majority of outstanding shares as of the record date; abstentions and broker non-votes count as votes against.

• Dissenting shareholders have appraisal rights under Delaware law if they follow required procedures.

Board of directors and corporate governance

• A special committee of independent directors led the review and negotiation of the merger, with the board relying on their recommendation.

• The board and special committee considered the company’s financial condition, market performance, and alternatives, concluding the merger provides certainty of value and liquidity.

• The board recommends voting “FOR” all proposals.