TXO Partners, LP Announces Pricing for Expanded Public Offering

FORT WORTH, Texas, June 26, 2024–(BUSINESS WIRE)–TXO Partners, LP (NYSE: TXO) (“TXO”) today announced the pricing of its public offering of 6,500,000 common units representing the limited partners’ interests in TXO (the “Units”). ordinary”) at a price to the public of $20.00 per common unit. The offering size has been increased from the previously announced offering size of 5,000,000 regular units. TXO has granted the underwriters an option to purchase up to an additional 975,000 common units at the public offering price, less underwriting discounts and commissions. The offering is expected to close on June 28, 2024, subject to customary closing conditions.

TXO expects to receive net proceeds of approximately $122.5 million, after deducting underwriting discounts and commissions and estimated offering expenses and excluding any exercise of the underwriters’ option firms to purchase additional regular units. TXO intends to use the net proceeds from this offering, if consummated, to fund a portion of the cash consideration for previously announced asset acquisitions from Eagle Mountain Energy Partners and a private company (the “Acquisitions”). The offer is not conditional on the completion of any of the acquisitions. Pending the closing of the acquisitions, and in the event that any of the acquisitions are not completed, the proceeds of the offering will be used to repay outstanding borrowings under the TXO revolving credit facility and the general partnership purposes.

Raymond James is acting as sole book-running manager for the offering. The offering is being made pursuant to an effective shelf registration statement, including a base prospectus, filed by TXO with the Securities and Exchange Commission (“SEC”). The offering of these securities may be made only by means of the prospectus supplement and accompanying base prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. When available, a copy of the prospectus supplement may be obtained from one of the following sources:

You may also obtain these documents free of charge when available by visiting EDGAR on the SEC’s website at www.sec.gov.

Important information

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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About TXO Partners, LP

TXO Partners, LP is a master limited partnership focused on the acquisition, development, optimization and exploitation of conventional oil, natural gas and liquefied natural gas reserves in North America. Current TXO acreages are concentrated in the Permian Basin of west Texas and New Mexico and the San Juan Basin of New Mexico and Colorado.

Caution Regarding Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include words such as “possible”, “if”, “will” and “expected”. and contain statements regarding the size, timing or results of the offering and the proposed acquisitions. These forward-looking statements represent TXO’s expectations or beliefs regarding future events, and it is possible that the results described in this release may occur. press are not achieved, and they are subject to risks, uncertainties and other factors, many of which are outside of TXO’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. .

Any forward-looking statement speaks only as of the date on which it is made and, except as required by law, TXO undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or other. New factors emerge from time to time, and it is not possible for TXO to predict all of these factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautions discussed in the “Risk Factors” section of our prospectus supplement, the Registration Statement on Form S-3, of our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission and our other filings with the SEC . These risks include, but are not limited to, our ability to complete the proposed acquisitions on the terms currently contemplated, the anticipated future performance of the combined company, risks and uncertainties relating to economic, market or business conditions, and the satisfaction of customary closing conditions. related to the proposed offer and the proposed acquisitions. The risk factors and other factors discussed above could cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements.

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Contacts

TXO Partners
Brent W. Clum
President, Business Operations and Chief Financial Officer
817.334.7800
[email protected]