GeoResources, Inc. (NASDAQ: GEOI), today announced that its Board of Directors determined to postpone the 2012 Annual Meeting of Shareholders because of the pendency of the merger and associated transactions contemplated under the Agreement and Plan of Merger dated April 24, 2012, by and among, GeoResources, Halcón Resources Corporation (“Halcón”), Leopard Sub I, Inc., a Colorado corporation and wholly owned subsidiary of Halcón, Leopard Sub II, LLC, a Delaware limited liability Registrant and wholly owned subsidiary of Halcón. The Annual Meeting was originally scheduled for June 6, 2012.
At a later date GeoResources will provide information related to a rescheduled meeting.
Cautionary Statement for Purposes of the “Safe Harbor” Provisions of
the Private Securities Litigation Reform Act of 1995
This
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities and Exchange Act of 1934, as amended. Statements that
are not strictly historical statements constitute forward-looking
statements and may often, but not always, be identified by the use of
such words such as “expects”, “believes”, “intends”, “anticipates”,
“plans”, “estimates”, “potential”, “possible”, or “probable” or
statements that certain actions, events or results “may”, “will”,
“should”, or “could” be taken, occur or be achieved. The forward-looking
statements include statements about future operations, estimates of
reserve and production volumes and the anticipated timing for closing
the proposed merger. Forward-looking statements are based on current
expectations and assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions
and expected future developments, as well as other factors we believe
are appropriate under the circumstances. However, whether actual results
and developments will conform with expectations is subject to a number
of risks and uncertainties, including but not limited to: the
possibility that the companies may be unable to obtain shareholder or
other approvals required for the transaction or satisfy the other
conditions to closing; that problems may arise in the integration of the
businesses of the two companies; that the acquisition may involve
unexpected costs; the risks of the oil and gas industry (for example,
operational risks in exploring for, developing and producing crude oil
and natural gas; risks and uncertainties involving geology of oil and
gas deposits; the uncertainty of reserve estimates; the uncertainty of
estimates and projections relating to future production, costs and
expenses; potential delays or changes in plans with respect to
exploration or development projects or capital expenditures; health,
safety and environmental risks and risks related to weather such as
hurricanes and other natural disasters); uncertainties as to the
availability and cost of financing; fluctuations in oil and gas prices;
inability to integrate and realize expected value from acquisitions on a
timely basis, inability of management to execute its plans to meet its
goals, shortages of drilling equipment, oil field personnel and
services, unavailability of gathering systems, pipelines and processing
facilities and the possibility that government policies may change or
governmental approvals may be delayed or withheld. GeoResources’ annual
report on Form 10-K (as amended by Amendment No. 1 on Form 10-K/A) for
the year ended December 31, 2011 and Halcón’s annual report on Form 10-K
for the year ended December 31, 2011, recent current reports on Form
8-K, and other Securities and Exchange Commission filings discuss some
of the important risk factors identified that may affect the business,
results of operations and financial condition. GeoResources and Halcón
undertake no obligation to revise or update publicly any forward-looking
statements for any reason.
Additional Information About the Transaction
GeoResources
and Halcón intend to file materials relating to the transaction with the
SEC, including a registration statement of Halcón, which will include a
prospectus of Halcón and a joint proxy statement of GeoResources and
Halcón. The definitive joint proxy statement/prospectus will be mailed
to shareholders of GeoResources and Halcón. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT GEORESOURCES, HALCÓN AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain these documents
free of charge at the SEC’s website at www.sec.gov.
In addition, the documents filed by GeoResources can be obtained free of
charge from GeoResources’ website at www.georesourcesinc.com.
The documents filed with the SEC by Halcón can be obtained free of
charge from Halcón’s website at www.halconresources.com.
Participants in Solicitation
GeoResources, Halcón and their
respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of
GeoResources and Halcón in respect of the proposed transaction.
Information regarding GeoResources’ directors and executive officers is
available in its Amendment No. 1 on Form 10-K/A to its Annual Report on
Form 10-K for the year ended December 31, 2011, which was filed with the
SEC on April 30, 2012, and information regarding Halcón’s directors and
executive officers is available in its annual report on Form 10-K for
the year ended December 31, 2011, which was filed with the SEC on
March 5, 2012, and its proxy statement for its 2012 annual meeting of
stockholders, which was filed with the SEC on April 12, 2012. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become
available.
Contacts:
Quentin Hicks, 281-377-9716
Director
of Acquisitions and Financial Planning
or
Halcón Resources
Corporation:
Scott M. Zuehlke, 832-538-0314
Director of
Investor Relations