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Lambda to Build New Data Center in Lowndes County, Alabama, Investing More Than $33 Billion in State

The project is expected to generate billions in tax revenue for local schools and the community, create more than 1,000 construction jobs, and support local water conservation

Lowndes County, Alabama, November 4, 2026 – Lambda, Inc. (“Lambda”), the Superintelligence Cloud, today announced plans to build a large-scale data center campus in Lowndes County, Alabama. The proposed Red Clay Technology Center Campus, readied for development by Cloverleaf Infrastructure, represents an estimated $33.1 billion investment in Alabama and is expected to create more than 1,000 construction jobs over the course of development.

As previously announced by Cloverleaf Infrastructure, the project represents a significant investment in the region’s economic future, with more than $2.8 billion in projected local tax revenue through 2049, including more than $1.6 billion for Lowndes County Public Schools. Combined state and local tax revenue is projected to reach $3.4 billion through 2049.

“Building a successful project starts with building strong relationships in the community,” said Stephen Balaban, Co-founder and Chief Technology Officer at Lambda. “We want to understand what matters to Lowndes County residents and local leaders and ensure those perspectives inform our approach. We’re committed to showing up as a good neighbor, keeping the lines of communication open, and building a relationship that lasts well beyond the project’s development.”

The project is anticipated to support more than 225 full-time roles, offering career opportunities in operations, technical, and support functions. Lambda will work with local partners to identify opportunities for Lowndes County residents to fill operational positions and for local contractors to support construction.

“This project represents a significant and historic investment in Lowndes County and an opportunity to create lasting value for the area,” said Michel Combes, Chief Executive Officer at Lambda. “We take seriously our responsibility to develop this project thoughtfully, with respect for local resources, existing infrastructure, and community priorities. That responsibility will guide our approach as the project moves forward.”

The project will be powered by Alabama Power, pending regulatory approval, and is expected to begin construction in the first quarter of 2027, with construction anticipated to take up to five years. The campus is planned near U.S. Highway 80 and Alabama Highway 21, with final design details to be developed as planning progresses.

Lambda’s Commitments:

  • Ratepayer protection: Lambda will pay the full cost of the power and grid infrastructure required to serve the facility, through upfront financial commitments that apply even if project plans change, so those costs are not shifted to Alabama Power’s existing customers. Both companies have also signed the White House Ratepayer Protection Pledge, reinforcing their commitment to protecting local ratepayers from the costs of serving the facility.
  • Water stewardship: The facility will deploy closed-loop cooling technology that significantly reduces water use compared with traditional data center cooling systems. Additionally, Lambda plans to partner with N-Drip to support local farmers in conserving water, working with the community to return at least as much water as the facility uses.
  • Respectful project design: The project’s design will include setbacks, buffers, noise-reduction measures, and DarkSky lighting to limit impacts on neighboring properties. The project will also use sight-line modeling to guide building placement and respect the character of surrounding properties. Lambda is committed to upholding all requirements established in the Project Red Clay development agreements with Lowndes County.
  • Community investment: In partnership with Cloverleaf Infrastructure, Lambda is investing $10 million through a Community Benefits Agreement with the Central Alabama Community Foundation (CACF) and is working to ensure the investment reflects community input and supports locally identified priorities.

“Lowndes County worked hard to secure this investment because we believe in what it will mean for our community’s future,” said Thomas Ellis, Chairman of the Lowndes County Economic Development Commission. “Project Red Clay will bring good-paying jobs, create opportunities for local businesses, and provide lasting resources to improve our schools, roads, and essential services. Most importantly, it will give Lowndes County the ability to shape its own future, make decisions based on our community’s priorities, and create opportunities for generations to come.”

“Project Red Clay is a significant investment in Lowndes County and the future of our community,” said Lowndes County Commissioner Charlie King, Jr. “Lambda’s commitment to hire qualified county residents and contractors will provide Lowndes County workers and businesses with opportunities, while the jobs and local tax revenue the project is expected to bring will improve our schools, support community priorities and create lasting value for residents.”

“More than $1.6 billion in project revenue for local schools represents a significant, long-term investment in the educational future of Lowndes County,” said Samita Jeter, Superintendent of Lowndes County Public Schools. “These resources will help us strengthen school facilities, expand career and technical education programs, and better support our students, teachers, and staff. We also see an opportunity to explore new incentives to attract and retain highly qualified teachers in Lowndes County. Investing in our educators is one of the best investments we can make in our students, and this project has the potential to help us build a stronger school system for generations to come.”

“Cloverleaf is pleased to announce that Lambda will serve as the end user for Red Clay Technology Center Campus as we continue to work together to prepare the site for development,” said David Berry, Co-founder and CEO of Cloverleaf Infrastructure. “We bring a disciplined approach to planning and infrastructure, guided by the Cloverleaf Standard for responsible, transparent development and meaningful community engagement. The project will bring construction and long-term jobs, tax revenue, and infrastructure investment to Lowndes County.”

Lambda will continue engaging residents and local leaders, sharing project information and listening to community concerns and priorities as planning advances. Additional information about project timing, design, and expected impacts will be shared as it becomes available.

About Lambda

Lambda, the Superintelligence Cloud, is a leader in AI cloud infrastructure serving tens of thousands of customers. Founded in 2012 by published machine learning engineers, Lambda builds supercomputers for AI training and inference. Our customers range from AI researchers to enterprises and hyperscalers. Lambda’s mission is to make compute as ubiquitous as electricity and give everyone the power of superintelligence. One person, one GPU.

Learn more here.

Lambda to Build New Data Center in Lowndes County, Alabama, Investing More Than $33 Billion in State

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NRC Completes Landmark Safety Review of X-energy’s Xe-100 SMR

ROCKVILLE, Md. – October 30, 2026 – X-Energy, Inc. (Nasdaq: XE) (“X-energy” or “the Company”), a leading developer of advanced nuclear reactors and fuel technology, today announced the completion of the U.S. Nuclear Regulatory Commission’s (“NRC”) safety review for the initial deployment of X-energy’s Xe-100 high-temperature gas-cooled reactor (“HTGR”). The proposed Long Mott Generating Station would be the first grid-scale advanced nuclear reactor at an industrial facility in U.S. history, advancing in partnership with Dow (NYSE: DOW) under the U.S. Department of Energy’s Advanced Reactor Demonstration Program (“ARDP”).

The NRC’s Final Safety Evaluation Report (“FSER”) follows a comprehensive review of the Xe-100 plant’s principal design criteria, preliminary design, safety analyses, probabilistic risk assessment, and research and development programs, documenting the NRC staff’s conclusion that the proposed plant and site provide the safety basis to begin construction under 10 CFR Part 50. The Advisory Committee on Reactor Safeguards, an independent body that advises the Commission, separately reviewed the NRC staff’s evaluation and supports issuance of the construction permit.

The Xe-100’s safety case leverages the passive physics of its TRISO-X coated particle fuel and pebble-bed core design, as well as traditional defense-in-depth systems to enable a new, broader range of applications for nuclear technology. The design’s safety profile enables applicants to pursue a compact site footprint with a 400-meter emergency planning zone compared to 10 miles for conventional light-water reactors. This allows new generation to be sited closer to the point of need, including inside the perimeter of a large industrial facility, or closer to populated areas. While future applications will be reviewed individually, the NRC’s review establishes regulatory precedents for every Xe-100 project that follows, creating replicable pathways for increased efficiency in commercial nuclear licensing.

“Licensing a new reactor is earned through the quality of the application and the rigor of the regulator’s review,” said Dragan Popovic, Chief Global Operating Officer at X-energy. “The NRC’s completion of its safety review reflects years of disciplined work by our team and the NRC staff, establishing the foundations to support every Xe-100 application that follows on the path to scale.”

Commercial licensing for X-energy’s technology is supported by both extensive pre-application engagement with the NRC dating to 2018, as well as decades of U.S. Department of Energy research on HTGR technology. The Xe-100 is the first HTGR construction permit application to use the NRC’s technology-inclusive, risk-informed, and performance-based licensing framework, building on licensing modernization proposals first developed for the DOE’s Next Generation Nuclear Plant program in 2008. TRISO-X fuel is based on TRISO fuel designs pioneered by the DOE through the Advanced Gas Reactor Program, providing both irradiation data and production specifications over 20 years of testing that are central to the fuel’s design today.

In May 2026, the NRC completed its environmental review with an Environmental Assessment and Finding of No Significant Impact. With both primary reviews complete, the project moves to the final stages of the NRC’s construction permit review. In the United Kingdom, the Xe-100 was recently accepted into Generic Design Assessment, initiating a critical step in the licensing process for U.K. deployment. Together, these regulatory milestones advance the Company’s vision of transformative energy technology to fuel the future of humanity.

###

About X-energy
X-energy, Inc. is a leading developer of advanced small modular nuclear reactors and fuel technology designed to establish a new standard in clean, safe, reliable energy. X-energy’s intrinsically safe Xe-100 high-temperature gas reactor and TRISO-X particle fuel expand applications for nuclear technology, with commercial projects underway with Dow, Amazon, and Centrica across grid, industrial, and AI applications. Together, X-energy’s technology drives enhanced safety, lower cost, faster construction timelines, and scalable deployment when compared with other SMRs and conventional nuclear.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which X-energy intends to be covered by the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will,” “seek,” the negative of these words, or similar terms may identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These include, but are not limited to, statements regarding the NRC’s construction permit review, including the expected timing and outcome; the expectation that the proposed plant will be the first of its kind in U.S. history; the regulatory precedent established by the NRC’s review and its expected effect on the efficiency of licensing future projects; the expected safety profile, features and siting benefits of the Xe-100; the Xe-100’s Generic Design Assessment in the United Kingdom; the status and timing of X-energy’s commercial projects; and X-energy’s vision and strategy.

You should not rely on these forward-looking statements as predictions of future events. Actual results may differ materially due to a number of factors, including, but not limited to: the risk that the NRC’s review does not result in more efficient licensing of future Xe-100 projects, which will be reviewed individually, or that future sites do not qualify for a comparable emergency planning zone or environmental review pathway; design changes following the construction permit that require additional NRC review; the failure to obtain, or delays in obtaining, required licenses, permits and regulatory approvals, including issuance of the NRC Construction permit; site suitability and characterization risks; the decision of X-energy’s customers, including Dow, whether to proceed with construction; the ability of the parties to obtain project financing and achieve acceptable project economics; delays, cost increases or setbacks in the licensing, construction or deployment of X-energy’s projects; supply chain and supplier constraints; changes in government policy, funding or support for advanced nuclear energy, including under the ARDP; public or stakeholder opposition; and first-of-a-kind risks and X-energy’s limited operating experience at intended scale, including latent design or operational issues. More information about potential risks is detailed under “Risk Factors” in X-energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission (the “SEC”), and in subsequent SEC filings, available on X-energy’s Investor Relations website at https://investors.x-energy.com/ and on the SEC website at www.sec.gov. Any forward-looking statements herein are based on assumptions believed reasonable as of, and speak only as of, the date of this press release. Except as required by law, X-energy undertakes no obligation to update these statements as a result of new information or future events.

Robert McEntyre, Corporate Communications
media@x-energy.com
+1 240.673.6565

Patricia Gil, Investor Relations
investors@x-energy.com
+1 301.558.3040

NRC Completes Safety Review of X-energy’s Xe-100 SMR | X-energy

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Chris Carter (NGP) — 38 Years of Energy Private Equity (Podcast)

This episode we are joined by Mr. Chris Carter – Managing Partner of NGP Energy Capital – a Dallas-based energy private equity firm that has invested since 1988, and raised over $25 billion in cumulative capital commitments. As Managing Partner, Chris oversees NGP’s efforts in sourcing, structuring, executing and monitoring investments. He chairs the Investment, Investment Process and Monitoring Committees and is a member of NGP’s Executive Committee. Chris joined NGP as an Associate in 2004. Previously, he was a summer Associate at McKinsey & Company and an Analyst with Deutsche Bank’s Energy Investment Banking Group, where he focused on financing and merger and acquisition transactions. Chris received a B.B.A. and an M.P.A. in Accounting from the University of Texas at Austin in 2002, where he was a member of the Canfield Business Honors Program. He also received an M.B.A. from Stanford University Graduate School of Business in 2008, graduating as an Arjay Miller Scholar.

Enjoy.
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TIMECODES:
0:00 Intro: What is NGP?
2:37
Fund 14’s first close
11:49
Stanford, McKinsey and returning in 2008
21:02
Ken Hersh’s lessons: management first
24:39
Skin in the game
27:02
Barclays, Carlyle and the 2025 restructure
31:18
The shale hangover and NGP’s new model
37:44
The case for energy private equity
47:05
How NGP backs management teams
50:24
Why not PDP, and the Permian math
54:00
Finding good rock: Hibernia and Tap Rock
1:03:41
Underwriting, fund life and continuation vehicles
1:10:30
Investing in Canada
1:14:52
Listener question: ABS and private credit

–
*This podcast is for informational and educational purposes only, and is not intended as investment advice. Please do your own research, and consult professionals directly before making any investment decisions.

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X-energy, Amazon, American Electric Power Partner to Bring SMR Project to Indiana

ROCKVILLE, Md. – October 19, 2026 – X-Energy, Inc. (X-Energy, Inc. (Nasdaq: XE) (“X-energy” or “XE”), a Maryland-based developer of advanced nuclear reactors and fuel technology and American Electric Power (Nasdaq: “AEP”) today announced a Joint Development Agreement (“JDA”) to advance feasibility work for a proposed 960 MW Xe-100 small modular reactor (“SMR”) project in Indiana. Amazon.com, Inc. (Nasdaq: AMZN) (“Amazon”) will provide certain project development funding for the effort, marking the second commercial deployment under X-energy and Amazon’s collaboration aimed at bringing more than 5 GW of new nuclear capacity to the U.S. grid by 2039.

X-energy and AEP will evaluate the development of a 12-unit Xe-100 plant near the former site of the retired Breed Generating Station in Sullivan County, Indiana. The proposed project would redevelop the AEP-owned brownfield site for advanced nuclear power, adding clean baseload capacity to help meet growing demand for safe, reliable energy across Indiana and the region.

The proposed project combines AEP’s power generation and nuclear operating expertise, Amazon’s milestone-based development capital, and X-energy’s advanced nuclear technology to deliver a clean, safe, long-term energy solution. Building on Amazon’s investment in, and ongoing collaboration with X-energy, the project is intended to be a second grid-scale partnership to support grid reliability with new clean generating capacity, joining Energy Northwest’s Cascade Advanced Energy Facility in Washington State.

Indiana has made advanced nuclear energy a central part of its energy strategy as part of the state’s all-of-the-above approach to affordable, reliable power. Since 2025, Governor Mike Braun and the Indiana General Assembly have enacted a range of supportive state policies that better position the region for SMR deployment, including investment and manufacturing tax credits, as well as the Indiana Advanced Nuclear Community program to help communities across the state most effectively leverage the economic and workforce benefits of new nuclear development.

X-energy’s Xe-100 is an 80 MWe high-temperature gas-cooled reactor, using helium as a coolant, and powered by Tri-structural, Isotropic (“TRISO”) fuel, described by the U.S. Department of Energy as the “most robust nuclear fuel on earth” for its ability to withstand extreme temperatures without melting. The technology’s strong intrinsic safety case allows for deployment within a compact site footprint, enabling new generation to be sited closer to the point of need, and minimizing disruption to the surrounding environment.

X-energy and AEP’s proposed project in Indiana marks a third announced commercial U.S. Xe-100 project, and fourth announced worldwide within X-energy’s approximate 11.5 GW commercial pipeline. X-energy’s first deployment of the Xe-100 is in the final phases the U.S. Nuclear Regulatory Commission’s review of its construction permit application for a proposed four-unit plant that would provide both electricity and high-temperature industrial steam to a Dow manufacturing site on the Texas Gulf Coast under the U.S. Department of Energy’s Advanced Reactor Demonstration Program. Together, these commercial projects further the company’s mission to provide carbon-free, safe, reliable energy solutions capable of meeting growing power demand in the U.S. and around the world, powering human ambition wherever it leads.

Quotes

Bill Fehrman, Chairman, President and Chief Executive Officer of AEP, said, “Advanced nuclear energy has the potential to provide dependable power for over half a century while supporting economic growth in our communities. With this development plan, we are working to bring together the resources to help meet unprecedented growth in energy demand with reliable baseload power while protecting affordability for existing customers. Our agreements with Amazon and X-energy will provide all necessary capital protections and financial safeguards that we have said are essential for any potential nuclear project to move forward.”

Josh Weissman, VP of Data Center Infrastructure Capacity Delivery at Amazon, said, “At Amazon, we are committed to serving the needs of our customers and achieving our Climate Pledge goal to be net-zero carbon across our operations by 2040. This collaboration with AEP and X-energy would enable us to make progress on both while ensuring that Indiana’s communities benefit. Together, we’re looking to develop nearly a gigawatt of carbon-free power for the regional grid and pay our full costs without passing them to others. This project would also create jobs and generate tax revenues to benefit Hoosier communities for decades to come.”

J. Clay Sell, CEO of X-energy, said, “This partnership brings together the experience, ambition, and innovation needed to move a project of this significance forward. AEP’s 50years of excellence in nuclear operations, combined with the world-class expertise of Amazon and technology of X-energy, are poised to chart a new course for Indiana’s energy future. Together, we’re working to advance a clean, safe, reliable solution to meet growing energy demand and benefit Indiana and its communities for generations to come.”

Indiana Governor Mike Braun said, “Indiana is building an energy future that prioritizes affordability for Hoosier families and businesses while driving economic growth. The decision by I&M/AEP, Amazon and X-energy to explore this technology in one of Indiana’s counties represents the kind of innovation and investment that can deliver lasting benefits for our state. This project has the potential to create well-paying jobs in Sullivan County, strengthen our electric grid and further position Indiana as a national leader in advanced nuclear energy.”

###

About X-energy

X-energy is a leading designer of advanced small modular nuclear reactors (“SMR”) and fuel technology developed to establish a new standard in clean, safe, reliable energy. X-energy’s intrinsically safe Xe-100 high-temperature gas-cooled reactor and TRISO-X particle fuel expand applications for nuclear technology, with commercial projects across grid, industrial, and AI. Together, X-energy’s technology drives enhanced safety, lower cost, faster construction timelines, and scalable deployment when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which X-energy intends to be covered by the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will,” “seek,” the negative of these words, or similar terms may identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These include, but are not limited to, statements regarding the proposed Xe-100 project in Indiana, including its expected size, number of units, capacity, siting, timing and anticipated benefits; the scope and results of feasibility work under the Joint Development Agreement; provision of project development funding; the parties’ collaboration to bring more than 5 GW of new nuclear capacity to the U.S. grid by 2039; the expected economic, community, reliability and customer-affordability benefits of the project; the status and timing of X-energy’s other commercial projects, including its project with Dow and the Cascade Advanced Energy Facility; X-energy’s commercial pipeline; and the expected features of the Xe-100.

You should not rely on these forward-looking statements as predictions of future events. Actual results may differ materially due to a number of factors, including, but not limited to: the possibility that feasibility work does not support moving forward with the proposed project, or that the parties do not enter into additional agreements for its development, construction or operation; the termination of the Joint Development Agreement or related funding arrangements, or the failure to achieve milestones or satisfy other conditions to which development funding is subject; the failure to obtain, or delays in obtaining, required licenses, permits and regulatory approvals; site suitability and characterization risks; the ability of the parties to obtain project financing and achieve acceptable project economics; delays, cost increases or setbacks in the licensing, construction or deployment of X-energy’s projects; the risk that X-energy’s commercial pipeline does not convert into deployed projects; supply chain and supplier constraints; changes in government policy, funding or support for advanced nuclear energy; public or stakeholder opposition; the performance of X-energy’s counterparties; and first-of-a-kind risks and X-energy’s limited operating experience at intended scale, including latent design or operational issues. More information about potential risks is detailed under “Risk Factors” in X-energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission (the “SEC”), and in subsequent SEC filings, available on X-energy’s Investor Relations website at https://investors.x-energy.com/ and on the SEC website at www.sec.gov. Any forward-looking statements herein are based on assumptions believed reasonable as of, and speak only as of, the date of this press release. Except as required by law, X-energy undertakes no obligation to update these statements as a result of new information or future events.

X-energy, Amazon, American Electric Power Partner to Bring SMR Project to Indiana – X-energy

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Voltus Raises $225 Million to Make Flexibility Foundational to the Grid

Expects to scale to 20 gigawatts by 2030 as it advances Bring Your Own Capacity™ and grows its base of connected batteries

SAN FRANCISCO, October 8, 2026 — Voltus, a leading distributed energy resource platform, today announced it raised $225 million in an oversubscribed Series D financing round. Generation Investment Management led the round alongside co-leads Activate Capital and Vitol. Other investors include Broadscale Group, Climate Investment, NGP, Ajax Strategies and All Aboard Fund.

The North American Electric Reliability Corporation (NERC) expects peak demand to grow 24 percent over the next decade, more than double the growth it forecast two years ago. Voltus will use the funding to help close the grid’s capacity gap. The company anticipates it will grow its platform to 20 gigawatts (GW) by 2030 as it executes on its Bring Your Own Capacity™ (BYOC) program in PJM and MISO and expands its leadership position across the U.S. and Canada.

Voltus is building the grid’s flexibility layer: it taps the latent capacity in batteries, cooling systems, and industrial processes at thousands of businesses and homes, and dispatches it into electricity markets every day. Participants that reduce, shift, or supply power can lower their energy bills and earn new revenue. By getting more out of existing infrastructure, flexibility can help bring down electricity rates for everyone.

“Electricity is now the constraint behind almost every major ambition we have, but it doesn’t have to be. The question is no longer whether the grid needs flexibility, it’s how quickly we can make it foundational,” said Dana Guernsey, CEO of Voltus.

The round drew investors across energy security, economic development, sustainability, and AI infrastructure. Each arrived at the same conclusion: flexible capacity is necessary to meet rising energy demand.

“As electricity demand rises, the fastest, most cost effective and lowest-carbon source of new capacity is often the one already connected to the grid,” said Dave Easton, Partner, Growth Equity, Generation Investment Management. “Voltus turns the flexibility of businesses, homes and batteries into reliable power, helping the AI buildout meet its growing energy needs while reducing pressure to build new fossil-fuel infrastructure and making it easier to integrate renewables. The co-founders have spent more than a decade focused on this challenge, well before demand from data centers and electrification began to surge. We believe their experience and commitment put Voltus in a strong position to scale a solution that can help the grid meet rising demand more sustainably.”

“Flexibility is the fastest and cheapest capacity the grid can add, and Voltus has spent a decade building the platform and market access to deliver it at scale,” said Raj Atluru, Managing Partner at Activate Capital. “We first backed Voltus on that thesis, and demand from data centers and electrification has only strengthened it. Voltus is the best solution we’ve seen to the challenge of interconnecting large loads and decarbonizing our energy system while keeping retail rates affordable.”

“Economic success is dependent upon a resilient power system, enabled by companies such as Voltus. The demands of weather events and data centers require our power system to be smarter and more efficient. Vitol is one of the largest power traders in the US, giving us a deep understanding of market dynamics. We look forward to working with Voltus to develop its range of innovative product offerings,” said R. Andrew de Pass, Head of Energy Transition Investments at Vitol Inc.

About Voltus

Voltus is a leading DER technology platform and virtual power plant operator connecting distributed energy resources to electricity markets, delivering less expensive, more reliable, and more sustainable electricity. Voltus’s commercial and industrial customers and DER partners generate value by allowing Voltus to maximize the value of their flexible load, distributed generation, energy storage, energy efficiency, and electric vehicle resources in these markets. To learn more, visit www.voltus.co. 

Media Contact

Sarah Spitz
Sr. Director, Communications
press@voltus.co
832-444-7151

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Kepler Emerges from Stealth

Congrats to the Kepler team! NGP has been an investor in Kepler since 2020. We are very proud to see Kepler emerge from stealth and announce the great work they are doing to advance chip performance and efficiency.

https://www.wired.com/story/a-new-dollar400-million-startup-wants-to-fix-the-ai-memory-bottleneck/

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Cloverleaf Infrastructure Forms Strategic Partnership with NVIDIA to Accelerate Data Center Infrastructure Development

Cloverleaf Infrastructure LLC (“Cloverleaf”) today announced it has entered into a strategic partnership with NVIDIA to advance digital infrastructure development across the United States. As part of the partnership, NVIDIA made a minority investment in Cloverleaf to further support the build out of AI factories.

The investment will enable Cloverleaf to help its customers and utility partners meet increasing demand for accelerated computing. NVIDIA will work with Cloverleaf to advance the foundational infrastructure needed to support AI factory development. Since its founding in 2024, Cloverleaf has advanced a robust development pipeline and delivered multiple GW-scale projects to customers across North America.

“AI is accelerating demand for digital infrastructure at an unprecedented scale and driving strong economic development opportunities for American communities,” said David Berry, Co-Founder and CEO of Cloverleaf. “This partnership strengthens Cloverleaf’s ability to identify and develop high-quality sites that provide the compute power for our country’s growth and security. Together, we will help America’s businesses and workers gain a critical edge.”

“AI factories are the infrastructure of the intelligence age, and land, power and shell are their foundation,” said Nico Caprez, Vice President of Global AI Infrastructure Growth at NVIDIA. “Cloverleaf brings deep expertise in power and site development to create exceptional, long-lived sites for generations of accelerated computing. Together, we are accelerating the build out of AI infrastructure that will strengthen America’s energy infrastructure and power the next wave of innovation.”

As demand for computing continues to grow, access to powered, shovel-ready sites is critical to bringing new capacity online quickly and efficiently. Cloverleaf will apply the NVIDIA DSX™ Platform to bring site, power, cooling, computing and facility decisions together earlier in the design phase, helping customers evaluate infrastructure tradeoffs and build AI factories that deliver more useful AI output within available power, water and grid constraints. Once operational, NVIDIA DSX infrastructure and software will help customers optimize energy use and computing capacity.

Through the partnership, Cloverleaf customers will be able to engage with NVIDIA across the full AI factory stack, including accelerated computing, high-performance networking, infrastructure and platform software and NVIDIA DSX. This integrated approach brings compute, power, cooling and facility operations together so customers can deploy capacity faster, optimize every available megawatt and generate more useful AI output at scale.

J.P. Morgan Securities LLC served as exclusive financial advisor and Kirkland & Ellis LLP served as legal counsel to Cloverleaf.

About Cloverleaf Infrastructure
Cloverleaf Infrastructure is a real estate developer that partners with investors, energy innovators and utilities to deliver high-quality, clean-powered shovel-ready sites for technology companies that build and operate data centers, the facilities that power the internet, cloud services and everyday digital tools. Cloverleaf was formed in 2024 with an initial investment from Sandbrook Capital and NGP Energy Capital.

Guided by the Cloverleaf Standard, the Company develops critical infrastructure responsibly, transparently and in partnership with local communities. Cloverleaf believes essential infrastructure should deliver lasting value. Its projects create jobs, generate tax revenue, strengthen regional energy resilience and support long-term economic growth while carefully managing impacts on local infrastructure, natural resources and the surrounding landscape.

Learn more at https://www.cloverleafinfra.com/.

Cloverleaf Media Contact
Thomas Crosson
Joele Frank, Wilkinson Brimmer Katcher
tcrosson@joelefrank.com
212-355-4449

SOURCE Cloverleaf Infrastructure
Cloverleaf Infrastructure Forms Strategic Partnership with NVIDIA to Accelerate Data Center Infrastructure Development

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Another Voltus data center expansion — this time with Sunrun

Voltus is expanding its “bring your own capacity” portfolio for data centers yet again, through an agreement announced today with residential solar and storage provider Sunrun.

BYOC — a framework under which hyperscalers finance a virtual power plant program in a capacity-constrained region, then an aggregator delivers the megawatts to the local utility — is gaining momentum as the timelines for new firm generation, transmission upgrades, and conventional interconnection have continued to stretch.

Voltus launched the first formal BYOC product for data centers last fall, in partnership with data center infrastructure developer Cloverleaf Infrastructure. The portfolio has expanded several times since, including via a partnership with Octopus Energy U.S., which agreed to deliver residential consumer device aggregations in PJM, MISO, New York, and California.

PJM has emerged as the country’s primary testbed for the BYOC framework. The region has been grappling with how to connect a massive pipeline of data center load, and is at the outset of an experiment designed to encourage that load to bring its own generation. That includes encouraging data centers to sign bilateral agreements for new capacity, and eventually requiring those that don’t secure their own capacity to curtail when the grid is stressed. The framework, under consideration at FERC, is a significant win for emerging categories of capacity, including VPPs, experts told Latitude Media.

Voltus, for its part, was actively involved in the design process for the new framework, which could unlock more than 10 GW of flexible capacity and accelerate the employment of distributed storage in particular, co-founder and CEO Dana Guernsey told Latitude Media this spring.

Google is the first hyperscaler to commit to purchasing distributed flexible capacity for its data centers. The tech giant inked a deal with Voltus to add 100 MW of flexible capacity to its capacity stack in PJM.

For more on Voltus’ approach to VPPs, listen to CEO Dana Guernsey on the Catalyst podcast: 

Now Sunrun will provide capacity to Voltus in regions of Illinois covered by both PJM and MISO. It’s a multi-year agreement that commits “many megawatts of capacity” to Voltus’ BYOC programs, Sunrun’s SVP of public policy, Amy Heart, told Latitude Media. That capacity will come from thousands of existing solar and storage systems. By laddering up into Voltus’ existing BYOC product, Sunrun can get electrons to market more quickly, she added.

As load growth surges, the deal is designed to meet “critical short-term energy needs” while laying the groundwork for more long-term solutions, Heart said. Ultimately, wholesale market rules need to be updated “to allow and accurately credit injections of residential solar-plus-batteries to maximize the full capacity value.”

Voltus and Sunrun’s agreement itself is evidence of a paradigm shift for virtual power plants,  and a demonstration of one way to deploy distributed energy resources that already exist — fast enough to meet hyperscalers’ speed-to-power needs.

Sunrun, for its part, now uses the phrase “home-to-grid power plants” to describe its aggregated offerings. It’s a term that more accurately describes what the company does than the industry standard “virtual power plant,” Heart explained: Sunrun aims to “aggregate distributed generation and storage resources and then provide the grid with new electrons like a traditional power plant, for utilities and now the wholesale market to rely on.”

The term ‘virtual,’ she added, makes the product feel “futuristic or not tangible.” (Debate over what qualifies as a VPP, as well as whether the term is useful for policy and market design, has persisted in the industry for years.)

That’s partly the point of the Voltus agreement and Sunrun’s separate partnership with Tesla and Renew Home. Earlier this year the trio said they had a combined 16-plus GW of existing distributed capacity that data centers could tap into, and hoped to raise awareness about its availability.

Sunrun is also taking another approach to the data center energy bottleneck, via an edge computing pilot to install Nvidia chips in homes with Sunrun’s solar and storage systems.

Maeve Allsup is Latitude Media’s founding reporter. She was previously a tech reporter at Morning Brew, where she covered tech policy and regulation, as well as the EV industry.

Another Voltus data center expansion — this time with Sunrun | Latitude Media

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News

Mora Energy Completes Two Permian Basin Acquisitions and Enhances Capitalization

  • Acquisitions establish operating platform in the Midland Basin
  • Acquired assets include approximately 200 miles of natural gas gathering pipelines, four compressor stations, an amine treating facility and an acid gas injection well
  • Increased equity commitments and new revolving credit facility provide significant capital to support continued acquisitions and organic growth

DALLAS–(BUSINESS WIRE)–Mora Energy (“Mora Energy” or “Mora”), today announced the closing of two acquisitions in the Midland Basin and a significant expansion of its available capital through increased equity commitments from its financial sponsor and the closing of a new revolving credit facility.

Acquisitions

Mora recently closed the acquisition of Tejon Treating and Carbon Solutions LLC (“Tejon”) from funds managed by Bayswater Exploration & Production, LLC. Tejon is a natural gas gathering, compression, and sour gas treating business in the northeast Midland Basin.

Mora also recently closed the acquisition of West Texas Midstream Gas Services, LLC, commonly known as the “Quail” system (“Quail”), from Williams Companies, Inc. Quail consists of natural gas gathering and compression infrastructure in the northwest Midland Basin.

Together, Tejon and Quail establish a meaningful operating footprint for Mora in the Midland Basin, comprising approximately 200 miles of natural gas gathering pipelines, four compressor stations, an amine treating facility and an acid gas injection well. Mora’s operations now span Andrews, Martin, Howard, Borden, Scurry and Mitchell Counties, Texas. Mora intends to use the acquired infrastructure as a platform for continued organic expansion and additional acquisitions.

Enhanced Capitalization

In conjunction with the acquisitions, funds managed by NGP Energy Capital Management, LLC (“NGP”) have significantly increased equity commitments to Mora, providing additional capital to support the company’s growth.

Mora has also closed a new credit facility led by BOK Financial and Huntington Bank. Together with the increased equity commitments, the credit facility provides Mora with substantial liquidity to pursue additional expansion opportunities.

Management Perspective

“These acquisitions represent an important milestone for Mora and our team’s return to owning and operating midstream infrastructure in the Permian Basin,” said Elliot Gerson, Chief Executive Officer of Mora. “We are excited to be back in the market and intend to move quickly to pursue both organic development and acquisition opportunities. With the increased support from NGP and our new credit facility, we have the financial flexibility to aggressively grow our footprint.”

Drew Bredthauer, President of Mora, added, “We have spent most of our careers building midstream businesses in the Permian, and we are excited to establish a new operating platform with high-quality infrastructure anchored by several premier oil and gas operators. We believe Mora is exceptionally well positioned to build a large-scale midstream business in the Permian Basin.”

Moelis & Company LLC served as financial advisor on the Quail transaction and Kirkland & Ellis LLP served as legal counsel to Mora.

About Mora

Mora Energy is an energy infrastructure company based in Dallas, Texas. For more information visit www.MoraEnergy.com.

About NGP

NGP is a premier private equity firm that believes energy is essential to progress. Founded in 1988, NGP is moving energy forward by investing in innovation and empowering energy entrepreneurs in natural resources and energy transition. With over $25 billion of cumulative equity commitments, we back portfolio companies focused on responsibly solving and securing the energy needs of today and leading the way to a cleaner, more reliable, more affordable energy future. For more information, visit www.ngpenergy.com.

Contacts

Business Development Contact:
Ryan Godfrey
Mora Energy
(469) 501-2579
rsg@moraenergy.com

Media Contact:
Meggan Morrison
Redbird Communications Group
meggan@redbirdpr.com

Mora Energy Completes Two Permian Basin Acquisitions and Enhances Capitalization

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News

SoftVest and Blackbeard Sign Definitive Agreement for $2.2 Billion Combination of Permian Basin Royalty Trust and US Land Guild

Proposed combination creates PBT Land and Minerals, Inc. (“New PBT”), a premier land and minerals platform differentiated by unique operator alignment

New PBT Highlights

  • Scaled, largely contiguous surface and underlying minerals position comprised of 111,000 net royalty acres (“NRAs”)1 and 68,000 surface acres located in the prolific Central Basin Platform (“CBP”) region of the Permian Basin
  • Affiliation with Blackbeard Operating (“BBO”), the largest producer2 in the CBP with a history of unlocking resources across legacy fields via modern drilling and completion techniques
  • Affiliation with Nile Midstream (“Nile”), which serves BBO and other third party operators with an expansive network of oil, gas and water gathering pipelines and associated infrastructure
  • New PBT’s cost-free ~15% effective royalty interest3 across the prolific Waddell Ranch asset is well-positioned for growth, leveraging BBO, Nile and other operators’ capital spend
  • Surface ownership offers diverse, largely fee-based revenue streams and positions New PBT to benefit from increased infrastructure demands in the region, including for produced water disposal and digital asset expansion
  • Led by members of Blackbeard’s management team, who bring deep asset-level knowledge and a demonstrated track record of execution, with oversight from a majority-independent board of directors
  • Board of directors to be chaired by Eric Oliver, current PBT unitholder and President of SoftVest Advisors, who brings significant oil and gas investing experience, and a track record of reorganizing publicly traded trusts
  • Pro forma ownership: ~59% PBT unitholders / ~41% Blackbeard and affiliates

ABILENE, Texas & FORT WORTH, Texas–(BUSINESS WIRE)–SoftVest, L.P. (“SoftVest”), a significant unitholder of the Permian Basin Royalty Trust (NYSE: PBT) (“PBT” or “the Trust”), and Blackbeard Holdings, LLC (“Blackbeard”), today announced the execution of a definitive agreement (the “Combination Agreement”) to combine PBT and certain oil and natural gas mineral interests and land operations owned by Blackbeard and its affiliates (“US Land Guild” or “USLG”). The proposed combination is valued at approximately $2.24 billion.

As part of the proposed transaction (the “Transaction”), affiliates of Blackbeard will contribute USLG and other leased minerals representing in total 80,000 net royalty acres1 and 68,000 surface acres to New PBT. The Trust’s existing Net Profits Interest (“NPI”) in the Waddell Ranch assets operated by BBO will be converted into a new cost-free ~15% effective royalty interest (representing 31,000 net royalty acres) and contributed to New PBT. The Trust’s cost-bearing interest in the Waddell Ranch assets, which currently underlies the NPI structure, will be transferred to BBO in exchange for certain BBO royalty interests. After giving effect to the transaction, PBT’s existing unitholders are expected to own approximately 59% of the combined company, and Blackbeard and its affiliate equity holders are expected to own approximately 41% of the combined company.

New PBT will be led by members of Blackbeard’s management team with support from the broader Blackbeard organization via a Master Services Agreement (“MSA”) to be entered into at the closing of the Transaction. Collectively, the Blackbeard team has grown its upstream business from a single lease to become the largest producer2 in the CBP, while maintaining a healthy balance sheet and delivering capital-efficient growth through the commodity cycles.

Blackbeard (including Nile and USLG) are core portfolio assets of NGP Energy Capital Management (“NGP”), premier investors in the energy space with over $25 billion in cumulative capital commitments. NGP has partnered alongside pioneers in energy for more than 37 years, helping build several well-known Permian focused publicly traded companies (e.g., Centennial Resources, Energy Transfer, Parsley Energy, Permian Resources, Pioneer Natural Resources and RSP Permian).

New PBT’s board of directors will be chaired by Eric Oliver, Founder and President of SoftVest Advisors, a registered investment adviser that acts as an investment manager for private fund clients. Eric has over 25 years of experience investing in minerals and royalties in the Permian Basin. He has experience reorganizing publicly traded trusts, including the acquisition of Santa Fe Energy Trust in 2008 and Texas Pacific Land Trust’s (“TPL”) conversion from a Business Trust to a C-Corp in 2021. Mr. Oliver served on the conversion exploration committee for TPL from 2019 until the trust converted to a C-Corp in 2021, and thereafter served on the board, including the audit committee, for five years.

New PBT is expected to have a JPMorgan-led $500 million Senior Secured Revolving Credit Facility with a $100 million accordion. The facility is already in place at USLG and is expected to be transferred and upsized in connection with the Transaction. New PBT will have leverage of less than 0.4x pro forma first quarter 2026 annualized Adjusted EBITDA5, based on New PBT’s pro forma March 31, 2026 balance sheet.

New PBT’s transformed corporate structure and asset profile is expected to enhance free cash flow margins, balance sheet strength and governance. New PBT will prioritize maximizing total shareholder return, with sufficient free cash flow to make distributions and share repurchases while executing on its attractive acquisition pipeline.

Commentary

“Through our proposed combination with PBT, we have the opportunity to reassemble most of the original surface and mineral footprint of the Waddell Ranch — a storied property that was among the first major discoveries in the Permian Basin. Even though the Ranch has produced for over 100 years, it still holds significant undeveloped resource potential. New PBT will offer shareholders a uniquely operator-aligned, capital-light structure that we believe will drive long-term value. Access to surface resources — including water, sand, and grid connectivity — is increasingly critical for energy and infrastructure development in this region, and we see a compelling opportunity to partner with operators like Blackbeard to facilitate that development. In addition, we appreciate SoftVest’s significant track record as both investors and leaders in this asset class and their vision to transform the Trust into what will become PBT Land & Minerals. We look forward to partnering with all PBT unitholders to build this business.” — Jordan Barrett, current CFO of Blackbeard and future CEO of New PBT.

“We are excited about transitioning this 45-year-old trust, whose founders never envisioned the possibilities created by modern drilling technology, into a company that has married the minerals and surface to create a high margin cash flow business with many opportunities ahead. We have been impressed with the team at Blackbeard over the past five years as they grew Waddell Ranch oil production from 3,000 barrels per day to now over 35,000 barrels per day and are excited to partner with them in this win-win combination that aligns economic interests. We will be happy to invest additional capital in New PBT as it begins the next chapter in its life as a public corporation.” — Eric Oliver, President of SoftVest Advisors and future Chairman of the board of directors of New PBT

Transaction Details and Governance

Under the terms of the Combination Agreement, New PBT will be structured as an “Up-C,” with all of its assets indirectly held by an operating subsidiary (“OpCo”) of New PBT. New PBT Class A Shares, which PBT unitholders will receive on a 1:1 basis, are expected to be listed for trading on the New York Stock Exchange (the “NYSE”) and NYSE Texas under the symbol “PBT”. Blackbeard and its affiliates will receive a combination of limited liability company units in OpCo and a corresponding number of New PBT Class B Shares in the business combination and will purchase additional New PBT Class A Shares in a private placement. New PBT Class A Shares will have both voting and economic rights with respect to New PBT, and New PBT Class B Shares will have voting but no economic rights with respect to New PBT. Each New PBT Class A Share and New PBT Class B Share will have one vote per share. OpCo limited liability company units held by Blackbeard will have an economic interest in OpCo, but no voting rights.

Upon closing of the Transaction, members of the existing Blackbeard management team who are currently leading USLG will assume executive positions at New PBT. Jordan Barrett, current Chief Financial Officer of Blackbeard, will be appointed CEO and a director of New PBT. Alyssa Stephens and Ricky Torlincasi, both current executives of Blackbeard, will serve as Chief Financial Officer and General Counsel of New PBT, respectively.

In addition, New PBT will have a seven-member, majority-independent, board of directors. The board of directors will consist of the following members: Eric Oliver, Jordan Barrett, Ricky Burnett, Brian Ferguson, Peter Ray, Kaleb Smith, and an additional independent director to be named at a later date. Eric Oliver will serve as Chairman of the New PBT board of directors.

Rights Offering & Private Placement

Concurrently with the combination, New PBT expects to conduct a $120 million rights offering and private placement. The rights offering is fully backstopped by SoftVest and Horizon Kinetics. Blackbeard and its affiliates have agreed to purchase New PBT Class A Shares through a private placement, maintaining its ~41% interest in New PBT.

Timing, Voting & Approvals

PBT unitholders are expected to vote on the Transaction at a special meeting. Transaction approval requires a simple majority of unitholders constituting a quorum at the meeting. A voting and support agreement has been signed by SoftVest, pursuant to which SoftVest has agreed to vote in favor of the Transaction at the PBT unitholders’ meeting, subject to certain specified exceptions.

The Transaction is expected to close in the second half of calendar year 2026, subject to the approval of PBT unitholders, certain regulatory approvals and the satisfaction of other customary closing conditions.

Supplemental slides have been posted to the SEC website and USLG’s website at uslandguild.com.

Advisors

Stephens Inc. is serving as financial advisor and Paul Hastings LLP is serving as legal advisor to SoftVest in connection with the Transaction.

RBC Capital Markets, LLC and J.P. Morgan Securities LLC are serving as financial advisors and Vinson & Elkins LLP is serving as legal advisor to Blackbeard in connection with the Transaction.

____
(1) NRAs are normalized to 1/8th or 12.5% royalty interest.
(2) Based on gross oil and gas production for March 2026, per Enverus.
(3) Represents a combined ~7% NRI across ~143,000 gross acres in the Waddell Ranch.
(4) Based on PBT’s unit price as of 7/27/26 close.
(5) Adjusted EBITDA is a non-GAAP financial measure. See “Comparison of Non-GAAP Financial Measures” included in this press release for related disclosures and reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Important Additional Information

The Combination Agreement and Proposed Business Combination Were Not Negotiated by the Trust or the Trustee. Given the limited powers of the Trust and the Trustee under the Trust Indenture, neither the Trust nor the Trustee participated in the negotiations of the Combination Agreement or Transaction. The negotiations were instead conducted by SoftVest, a PBT unitholder that beneficially owns in the aggregate approximately 13.3% of the outstanding Trust Units, at SoftVest’s initiative. Neither SoftVest nor any of its affiliates has the power or authority to bind the Trust or the Trustee, or act on behalf of either of them or other Trust unitholders. For that reason, the Transaction can only occur if the PBT unitholders approve the Transaction at the special meeting of PBT unitholders.

New PBT will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a proxy statement and a prospectus of New PBT. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents will be available through the website maintained by the SEC at www.sec.gov.

SoftVest, together with certain of its affiliates and their respective representatives, may be deemed to be participants in the solicitation of proxies from unitholders of the Trust in connection with the proposed Transaction. To the extent required, information regarding the identity of such persons and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available. In addition, information regarding the beneficial ownership of SoftVest and certain of its affiliates in the Trust is included in the Schedule 13D filed by SoftVest Advisors, LLC on May 18, 2026.

A registration statement on Form S-1 relating to the proposed rights offering will be filed with the SEC. The securities proposed to be offered in the rights offering may not be sold, nor may offers to buy be accepted, prior to the time such registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. A copy of the prospectus related to the rights offering, when available, may be obtained from New PBT: c/o SoftVest Advisors, LLC, 400 Pine Street, Suite 1010, Abilene, TX, 79601.

Cautionary Statement Regarding Forward-Looking Statements and Non-GAAP Financial Measures

Certain statements in this press release contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding our intent, belief or current expectation or assumptions as to future events that may not prove to be accurate. The words “may,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the proposed Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance.

Actual performance and results may differ materially from those results anticipated by forward-looking statements made in this release depending on a variety of factors, including, but not limited to: the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the Transaction that could reduce the anticipated benefits of, or cause the parties to abandon, the Transaction; the parties’ ability to successfully integrate their respective businesses; the possibility that the unitholders of PBT may not approve the Transaction; the risk that the parties to the Transaction may not be able to satisfy the conditions to the Transaction in a timely manner or at all; the risk that announcements relating to the Transaction may have adverse effects on the market price of PBT’s equity interests; the risk that the parties incur substantial costs as a result of the Transaction; the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies; deterioration of economic conditions or weakening in credit or capital markets; uncertainty in the consequences of current and future geopolitical events; inflationary pressures and fluctuations in interest rates; energy sector trends, including trends relating to capital expenditures, drilling activity, development activities, production efforts and volumes, actual oil and gas prices and the recoverability of reserves, alternative energy investments in the energy sector, actions and policies of petroleum-producing nations and other changes in the domestic and international energy markets; the effects of an epidemic, pandemic or similar outbreak may have on the businesses to the parties in the Transaction; resolution of legal and other disputes or legal or regulatory compliance issues of the parties to the Transaction; compliance with international, federal, state and local laws and regulations of the parties to the Transaction; the damage and disruption to the business of the parties to the Transaction resulting from natural disasters and the effects of climate change; and the ability of the parties to the Transaction to execute their business plans and long-term initiatives effectively and to overcome these and other known and unknown risks.

All forward-looking statements are based on information currently available to us and we assume no obligation and disclaim any intent to update any such forward-looking statements. Forward-looking statements are not guarantees of future performance and actual events may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press release.

This press release references certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA Margin. These measures have limitations, are not defined uniformly across companies, and should not be considered substitutes for measures prepared in accordance with GAAP. Pro forma and projected figures are preliminary, illustrative and unaudited, and remain subject to confirmation in the definitive proxy statement / prospectus. See the Comparison of Non-GAAP Financial Measures included in this press release for related disclosure and reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Comparison of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to stockholders or service indebtedness. We define Adjusted EBITDA as net income before interest; income taxes; depreciation, depletion and amortization; change in fair value of digital assets; non-cash consideration of digital assets, other gain and transaction costs. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

Management believes Adjusted EBITDA and Adjusted EBITDA Margin are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired.

The following table sets forth a reconciliation of pro forma net income as determined in accordance with Article 11 of Regulation S-X to pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin for the periods indicated.

Contacts
Krystal Scrudato
krystal.scrudato@dfking.com

SoftVest and Blackbeard Sign Definitive Agreement for $2.2 Billion Combination of Permian Basin Royalty Trust and US Land Guild