Item 5. Other Information
ITEM 5. OTHER INFORMATION
N o n e .
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ITEM 6. EXHIBITS
The following documents are included as exhibits to this Quarterly Report on Form 10-Q. Those exhibits incorporated by reference are so indicated by the information supplied with respect thereto. Those exhibits which are not incorporated by reference are attached hereto.
2.1
Agreement and Plan of Merger, dated as of December 14, 2023, by and among the Company, Fury Resources, Inc. (“Fury”) and San Jacinto Merger Sub, Inc. (“Merger Sub”) (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed December 18, 2023).
2.1.1
First Amendment to Agreement and Plan of Merger, dated as of January 24, 2024, by and among the Company, Fury and Merger Sub (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed January 24, 2024).
2.1.2
Second Amendment to Agreement and Plan of Merger, dated as of February 6, 2024, by and among the Company, Fury and Merger Sub (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed February 6, 2024).
2.1.3
Third Amendment to Agreement and Plan of Merger, dated as of February 16, 2024, by and among the Company, Fury and Merger Sub (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed February 16, 2024).
2.1.4
Fourth Amendment to Agreement and Plan of Merger, dated April 16, 2024, by and among the Company, Fury and Merger Sub (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed April 17, 2024).
2.1.5
Fifth Amendment to Agreement and Plan of Merger, dated June 10, 2024, by and among the Company, Fury and Merger Sub (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed June 11, 2024).
2.1.6
Sixth Amendment to Agreement and Plan of Merger, dated September 11, 2024, by and among the Company, Fury and Merger Sub (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed September 11, 2024).
2.1.7
Seventh Amendment to Agreement and Plan of Merger, dated September 19, 2024, by and among the Company, Fury and Merger Sub (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed September 19, 2024).
3.1
Amended and Restated Certificate of Incorporation of Battalion Oil Corporation dated October 8, 2019, as amended by the Certificate of Amendment, dated January 21, 2020 (Incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K filed March 25, 2020).
3.2
Seventh Amended and Restated Bylaws of Battalion Oil Corporation (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed January 27, 2020).
10.1
Fourth Amendment to Amended and Restated Senior Secured Credit Agreement dated as of August 23, 2024, by and among Halcón Holdings, LLC, as borrower, Macquarie Bank Limited, as administrative agent and the lenders party thereto, the guarantors party thereto and the Company, as holdings. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed August 28, 2024).
10.2
*†
Merger Incentive Plan, adopted as of September 19, 2024.
31
*
Sarbanes-Oxley Section 302 certification of Principal Executive Officer and Principal Financial Officer
32
*
Sarbanes-Oxley Section 906 certification of Principal Executive Officer and Principal Financial Officer
101.INS
*
Inline XBRL Instance Document
101.SCH
*
Inline XBRL Taxonomy Extension Schema Document
101.CAL
*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
*
Inline XBRL Taxonomy Extension Definition Document
101.LAB
*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
*
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Attached hereto.
†
Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BATTALION OIL CORPORATION
November 12, 2024
By:
/s/ MATTHEW B. STEELE
Name:
Matthew B. Steele
Title:
Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)
42
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.