Infinity Natural Resources (INR) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Ohio Utica Shale assets expands control to 102,000 net horizontal acres and up to 3.2 Tcfe total reserves, solidifying a leading regional position and complementing a high-growth, high-return base.

• Highly contiguous acreage and vertical integration through midstream assets enhance operational efficiency, value, and provide diverse inventory across oil and gas windows.

• Acquisition includes both upstream and midstream assets, enabling optimized development, shared infrastructure, and cost reductions.

• Pro forma, the deal increases net acreage by ~50%, extends premium drilling inventory, and improves break-evens.

• Provides enhanced control over product transportation and pricing through acquired gathering infrastructure and marketing contracts.

Financial terms and conditions

• Total consideration is $1.2 billion: 51% interest for $612 million (Infinity), 49% for $588 million (Northern Oil and Gas), funded with cash on hand and borrowings under an expanded $875 million credit facility.

• Agreements effective July 1, 2025, with closing anticipated in Q1 2026, subject to customary adjustments and conditions.

• Attractive acquisition multiples: ~4.7x NTM Adjusted EBITDAX and ~3.6x 2027E Adjusted EBITDAX.

• Typical Ohio royalties range from 18%-20%.

• $220 million liquidity at close with no equity issued.

Synergies and expected cost savings

• Estimated $25 million in annual synergies expected in 2026, driven by lower operating costs, operational efficiencies, and complementary acreage.

• Integration of midstream assets reduces operating costs and cash break-evens, supporting margin improvement.

• Shared infrastructure, longer laterals, and reduced operating costs via midstream integration.

• Immediate accretion to adjusted EBITDA margins, cash flow per share, and net asset value per share.