WhiteHawk Income Corp entered into a definitive agreement to acquire remaining 97.5% stake in PHX Minerals Inc. (NYSE:PHX) for approximately $170 million on May 8, 2025. WhiteHawk will, through a subsidiary, commence a cash tender offer (the ?Offer?) to acquire all outstanding shares of common stock of PHX for a purchase price of $4.35 per share of common stock, net to the holder thereof, in cash, or total value of approximately $190 million, including PHX?s net debt, without interest thereon and subject to any applicable tax withholding. WhiteHawk will acquire all shares not acquired in the tender through a second-step merger for the same consideration per share paid in the Offer. WhiteHawk will finance this transaction with a combination of new equity and additional debt under its existing senior secured notes. EIG Credit Management Company, LLC entered into a debt commitment letter with WhiteHawk to provide a senior secured first lien incremental note facility in an aggregate principal amount equal to $100 million to finance the transaction. Following the close of the transaction, WhiteHawk will own royalty interests across approximately 3.1 million gross unit acres, with cash flow from approximately 10,163 producing wells, 368 wells-in-progress, 330 permitted wells and more than 7,250 undeveloped locations across its portfolio, on a pro forma basis. Following the completion of the transaction, PHX will no longer trade on the New York Stock Exchange. In case of termination of the transaction under certain circumstances, PHX Minerals will be required to pay WhiteHawk a termination fee of $6.8 million. WhiteHawk will be required to pay PHX a reverse termination fee of $6.8 million upon termination of the agreement under certain specified circumstances.

The transaction is expected to close by early in the third quarter 2025 and is subject to customary closing conditions, including the tender into the Offer of a minimum amount of PHX?s common stock, acceptance of shares for payment and other conditions as set forth in the merger agreement. The transaction has been unanimously approved by PHX?s Board of Directors. WhiteHawk board of directors approved the transaction. Additionally, concurrent with the signing of the merger agreement, directors and officers of PHX beneficially owning approximately 10% of PHX?s outstanding common stock entered into Tender and Support Agreements, pursuant to which each individual agreed to tender PHX shares they hold into the Offer.

Stephens Inc. is serving as financial advisor to WhiteHawk; and James R. Griffin, Claudia Lai, Omar Samji, Vynessa Nemunaitis, Graham Magill, Regina Readling, Rebecca Sivitz, Olivia J. Greer, Karen N. Ballack, Michael C. Naughton and Seth Kerschner of Weil, Gotshal & Manges LLP is serving as its legal advisors. RBC Capital Markets, LLC is serving as lead financial advisor and fairness opinion provider and Intrepid Partners, LLC is serving as financial advisor to PHX and Robert J. Mittman, Peter Schnur, Joseph T. Gulant, Brad L. Shiffman, Michael A. Kadlec, Megan E. Spitz and Scott R. Smith of Blank Rome LLP is serving as its legal advisors.

WhiteHawk Income Corp completed the acquisition of remaining 97.5% stake in PHX Minerals Inc. (NYSE:PHX) on June 23, 2025. Computershare Trust Company, N.A., the depositary for the tender offer, has indicated that as of 12:00 Midnight, Eastern time, at the end of June 20, 2025, approximately 28,806,761 total Shares, or 73.7% of the total Shares issued and outstanding, have been tendered into and not properly withdrawn from the tender offer.