Atlas Energy Solutions (AESI) Acquisition presentation summary

Transaction overview

• Acquisition covers Hi-Crush’s Permian proppant assets and North American logistics assets, excluding Midwestern mines and northeastern terminals.

• $450 million consideration: $150 million cash at closing, $125 million deferred cash via seller note, and $175 million in shares, or ~9.7 million shares.

• Transaction expected to close in Q1 2024, with an effective date of Feb. 29, 2024; required board, shareholder and regulatory approvals obtained.

Production and logistics assets

• Adds two Kermit plants with ~5 mmtpy capacity and eight OnCore distributed mining units with ~7 mmtpy of damp-sand capacity, expanding to ~8 mmtpy by Q3 2024.

• Adds 10 Permian logistics crews, four crews in Appalachia and Oklahoma, Prop Dispatch software and seven NexStage silo systems.

• Pro forma production capacity reaches 28 mmtpy, including full contribution from OnCore 8; presentation describes the combined business as North America’s largest proppant producer.

Strategic and operating benefits

• Combined Dune Express, OnCore and Pronghorn networks target broader Permian wellhead coverage; rigs within 50 miles of a facility rise from 60% to 89%.

• Hi-Crush Kermit mines are 1.8 miles from the Dune Express starting point; adjacent capacity is expected to support long-term conveyor expansion.

• Drop-depot and high-capacity trailer models reduce miles driven; a representative delivery scenario shows ~54% fewer miles with drop-depot trucking and ~90% with the Dune Express.

• OnCore adds Midland Basin proximity and damp-sand logistics; the expanded network is positioned to reduce labor intensity, operating costs and emissions while improving reliability and safety.