The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. Any reserve estimates provided in this press release that are not specifically designated as being estimates of proved reserves may include estimated reserves or locations not necessarily calculated in accordance with, or contemplated by, the SEC's latest reserve reporting guidelines. You are urged to consider closely the oil and gas disclosures in the Company's Annual Report on Form 10-K and our other reports and filings with the SEC.

Additional Information and Where to Find It

This press release relates to the proposed Transaction between Amplify and Juniper. In connection with the proposed Transaction, Amplify will file with the SEC a proxy statement on Schedule 14A (the "Proxy Statement"). Amplify will also file other documents regarding the proposed Transaction with the SEC. The Proxy Statement will be sent or given to the Amplify's stockholders and will contain important information about the Transaction and related matters. INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WITH RESPECT TO THE TRANSACTION AND THE OTHER AGREEMENTS CONTEMPLATED BY THE MERGER AGREEMENT. You may obtain a free copy of the Proxy Statement (if and when it becomes available) and other relevant documents filed by Amplify with the SEC at the SEC's website at www.sec.gov. You may also obtain Amplify's documents on its website at https://www.amplifyenergy.com/investor-relations/default.aspx.

Participants in the Solicitation

Amplify, Juniper and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with certain matters related to the Transaction and may have direct or indirect interests in the Transaction. Information about Amplify's directors and executive officers is set forth in Amplify's Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, filed with the SEC on April 5, 2024, its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024, and its other documents filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents using the sources indicated above.

Footnotes

1) Share consideration calculated based on fully diluted Amplify shares as of January 13, 2025 including approximately 39.9 MM shares outstanding plus approximately 1.9 MM unvested equity awards previously granted under the Amplify employee incentive plans and measured at target.

2) Net debt consists of $140 MM outstanding as of 12/31/2024 less $2 MM of cash and pro-forma of $5 MM of cash to be contributed by Juniper before the closing date.

3) Reserves and PV10 based on DeGolyer and MacNaughton midyear prepared report effective as of 10/1/2024 and utilizing strip pricing as of 10/25/2024; (NYMEX WTI, HH) - Bal24: $71.69, $2.75; 2025: $69.68, $3.25; 2026: $67.55, $3.62. PV-10 is a non-GAAP financial measure that represents the present value of estimated future cash inflows from proved oil and natural gas reserves that are calculated using the unweighted arithmetic average first-day-of-the-month prices for the prior 12 months, less future development and operating costs, discounted at 10% per annum to reflect the timing of future cash flows. The most directly comparable GAAP measure to PV-10 is standardized measure. PV-10 differs from standardized measure in its treatment of estimated future income taxes, which are excluded from PV-10. Amplify believes the presentation of PV-10 provides useful information because it is widely used by investors in evaluating oil and natural gas companies without regard to specific income tax characteristics of such entities. PV-10 is not intended to represent the current market value of our estimated proved reserves. PV-10 should not be considered in isolation or as a substitute for the standardized measure as defined under GAAP. The Company also presents PV-10 at strip pricing, which is PV-10 adjusted for price sensitivities. As GAAP does not prescribe a comparable GAAP measure for PV-10 of reserves adjusted for pricing sensitivities, it is not practicable for us to reconcile PV-10 at strip pricing to a standardized measure or any other GAAP measure.

4) Based on preliminary third quarter 2024 unaudited results.

5) Free cash flow is a non-GAAP financial measure that is derived from the standardized measures of net income or net cash provided by operating activities. Free cash flow is an important non-GAAP financial measure for Amplify's investors since it serves as an indicator of the Company's success in providing a cash return on investment. The GAAP measures most directly comparable to free cash flow are net income and net cash provided by operating activities. The Company does not provide guidance on the items used to reconcile between forecasted free cash flow to forecasted net income and net cash provided by operating activities due to the uncertainty regarding timing and estimates of certain items. Therefore, we cannot reconcile forecasted free cash flow to net income or net cash provided by operating activities without unreasonable effort.

Contacts

Jim Frew -- Senior Vice President and Chief Financial Officer

(832) 219-9044

jim.frew@amplifyenergy.com

Michael Jordan -- Director, Finance and Treasurer

(832) 219-9051

michael.jordan@amplifyenergy.com

(END) Dow Jones Newswires

January 15, 2025 07:00 ET (12:00 GMT)