FORT WORTH, Texas, Jan. 26, 2017 (GLOBE NEWSWIRE) -- Approach Resources Inc. (NASDAQ:AREX) (“Approach” or the
“Company”) announced that at its special meeting held today, the Company’s stockholders voted to approve the issuance of shares of
common stock of the Company, par value $0.01 per share (“Common Stock”) in connection with the Company’s exchange agreement (the
“Exchange Agreement”) with Wilks Brothers, LLC and SDW Investments, LLC, which the Company announced on November 2, 2016.
In addition, the Company’s stockholders voted to approve an amendment to the Company’s Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 90,000,000 to 180,000,000 (the “Charter Amendment”).
Under the Exchange Agreement, the Company agreed to (1) exchange $130,552,000 principal amount of the Company’s 7.00% senior
notes due 2021 (“Senior Notes”) for 39,165,600 new shares of Common Stock (the “Initial Exchange”), and (2) use commercially
reasonable efforts to launch a subsequent exchange offer to remaining holders of $99,768,000 principal amount of Senior Notes for
Common Stock (the “Follow-On Exchange Offer”).
Based on final voting results, approximately 82% of votes cast by participating stockholders were cast to approve the issuance
of shares of Common Stock in connection with the Initial Exchange and Follow-On Exchange Offer, and approximately 82% of votes cast
by participating stockholders, representing a majority of outstanding shares of the Company, were cast to approve the
Charter Amendment.
After receiving this stockholder approval, the Company intends to promptly close the Initial Exchange. The Company also
expects to launch the Follow-On Exchange Offer as promptly as practical subject to market, economic and other factors it considers
appropriate in the circumstances.
About Approach Resources
Approach Resources Inc. is an independent energy company focused on the exploration, development, production
and acquisition of unconventional oil and gas reserves in the Midland Basin of the greater Permian Basin in West Texas. For
more information about the Company, please visit www.approachresources.com. Please note that the Company routinely posts important
information about the Company under the Investor Relations section of its website.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, 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. Without limiting the generality of the foregoing, forward-looking statements
contained in this press release specifically relate to consummation of the Initial Exchange and Follow-On Exchange
Offer. These statements are based on certain assumptions made by the Company based on management’s experience, perception of
historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be
appropriate and reasonable by management. When used in this press release, the words “will,” “potential,” “believe,” “estimate,”
“intend,” “expect,” “may,” “should,” “anticipate,” “could,” “plan,” “predict,” “project,” “profile,” “model” or their negatives,
other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although
not all forward-looking statements contain such identifying words. Such statements are subject to a number of assumptions, risks
and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from
those implied or expressed by the forward-looking statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to (1) the inability to complete the transactions contemplated by the Exchange Agreement due to the
failure of conditions to closing of the Initial Exchange and/or Follow-On Exchange Offer, (2) the failure to achieve 100%
participation in the Follow-On Exchange Offer, (3) a continued decline in commodities prices, (4) the Company’s ability to
recognize the anticipated benefits of the transactions contemplated by the Exchange Agreement, (5) costs related to the
transactions contemplated by the Exchange Agreement, (6) changes in applicable laws or regulations, and (7) other risks and
uncertainties indicated from time to time in the Proxy Statement, including those under “Risk Factors” therein, and other documents
filed or to be filed with the SEC by Approach. The Company’s SEC filings are available on the Company’s website
at www.approachresources.com. Any forward-looking statement speaks only as of the date on
which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether
as a result of new information, future events or otherwise, except as required by applicable law.
NO OFFER OR SOLICITATION
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF THE EXISTING SENIOR NOTES NOR IS IT A
SOLICITATION FOR ACCEPTANCE OF THE INITIAL EXCHANGE OR THE FOLLOW-ON EXCHANGE OFFER. THE COMPANY IS MAKING THE INITIAL EXCHANGE AND
THE FOLLOW-ON EXCHANGE OFFER ONLY BY, AND PURSUANT TO THE TERMS OF, THE OFFERS TO EXCHANGE AND LETTERS OF TRANSMITTAL. THE INITIAL
EXCHANGE AND THE FOLLOW-ON EXCHANGE OFFER ARE NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF THE COMPANY, ANY INFORMATION AGENT
OR ANY EXCHANGE AGENT FOR THE INITIAL EXCHANGE OR THE FOLLOW-ON EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH SUCH
EXCHANGE OFFERS. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES AND
SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
Additional Information and Where to Find It
In connection with the transactions, the Company filed a definitive proxy statement with the SEC on December 13, 2016 (the
“Proxy Statement”). The Proxy Statement (including any amendments or supplements thereto), and other relevant documents filed with
the SEC in connection with the Company’s solicitation of proxies for the Special Meeting, contains important information about the
transactions and related matters. The Company’s stockholders and other interested persons are advised to read the Proxy Statement
and such other materials filed with the SEC because these materials will contain important information about the exchange
transactions. The Proxy Statement was mailed to the Company stockholders of record as of December 12, 2016. Stockholders may also
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Approach Resources Inc., One Ridgmar Centre, 6500
West Freeway, Suite 800, Fort Worth, Texas 76116, Attention: Investor Relations, (817) 989-9000.
INVESTOR CONTACT Suzanne Ogle Vice President - Investor Relations & Corporate Communications ir@approachresources.com 817.989.9000 APPROACH RESOURCES INC. One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 www.approachresources.com
