Material Event Form 8 K

Item 8.01 Other Events

As disclosed in the Current Report on Form 8-K of Battalion Oil Corporation, a Delaware corporation (the "Company" or "we"), filed with the Securities and Exchange Commission (the "SEC") on November 18, 2024, Fury Resources, Inc., a Delaware corporation ("Parent"), continues to arrange financing (the "Alternative Financing") from alternative sources on terms not materially less beneficial, in the aggregate, to Parent in an amount sufficient to consummate the transactions contemplated by the Agreement and Plan of Merger, dated as of December 14, 2023 (as amended from time to time, the "Merger Agreement"), by and among the Company, Parent, and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub").

As of the date of this Current Report on Form 8-K, Parent has not arranged for definitive Alternative Financing sufficient to consummate the transactions contemplated by the Merger Agreement (the "Transactions"). In order to facilitate Parent's efforts to obtain such Alternative Financing, the Company has waived its right under the Merger Agreement to terminate the Merger Agreement if the Transactions are not consummated by 11:59 p.m. Central Time on November 29, 2024 (the "Company End Date Termination Right") and may not exercise the Company End Date Termination Right until 11:59 p.m. Central Time on December 19, 2024. In respect of the foregoing, Parent has agreed to permit the Company to negotiate a potential refinancing of the Company's existing credit facility under that certain Amended and Restated Senior Secured Credit Agreement, dated as of November 24, 2021, by and among Halcón Holdings, LLC, Macquarie Bank Limited, as administrative agent, the lenders from time to time party thereto, the guarantors party thereto and the Company, as amended or supplemented from time to time, as amended from time to time, with Fortress Credit Corp. and Meritz Securities Co. Ltd., which are currently Parent's debt financing sources in respect of the Transactions.

In connection with facilitating Parent's efforts to arrange the Alternative Financing, the Company intends to convene and then adjourn, without conducting any business other than the adjournment, its special meeting of stockholders (the "Special Meeting") scheduled to occur on Friday, November 29, 2024, at 11:00 a.m., Central Time until Friday, December 27, 2024 at 11:00 a.m., Central Time, to provide Parent the opportunity to arrange Alternative Financing and then provide stockholders with disclosure regarding the Alternative Financing, if secured by Parent, and, by an amendment or supplement to the proxy statement for the Special Meeting and related Schedule 13E-3, to give stockholders the opportunity to review and consider such amendment or supplement to its definitive proxy statement for the Special Meeting and such amendment to the related Schedule 13E-3. The Special Meeting will still be held virtually via live audio webcast at www.virtualshareholdermeeting.com/BATL2024SM, and via dial in number +1 (800) 590-8290. The Special Meeting is being held to vote on the proposals described in the Company's definitive proxy statement, filed with the SEC on October 21, 2024 (as amended or supplemented), relating to the proposed transaction contemplated by the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a direct wholly owned subsidiary of Parent.

The Company's board of directors (the "Board") and the special committee of the Board are evaluating the Company's options in light of Parent's efforts in seeking to arrange the Alternative Financing and the potential refinancing of the Company's existing credit facility and are considering a range of options. At this time, the Company has not determined to terminate the Merger Agreement but has reserved all of its rights and remedies under the Merger Agreement and applicable law.

For a summary of the material terms of the Merger Agreement and each of its amendments, please see the Company's Current Reports on Forms 8-K filed with the Securities and Exchange Commission on December 18, 2023, January 24, 2024, February 6, 2024, February 16, 2024, April 16, 2024, June 11, 2024, September 11, 2024 and September 19, 2024.