Approach Resources Inc. Announces 82% Stockholder

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