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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
January 30, 2025
ATLAS ENERGY SOLUTIONS INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-41828 |
|
93-2154509 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
5918 W. Courtyard Drive, Suite 500
Austin, Texas 78730
(Address of Principal Executive Offices) (Zip
Code)
(512) 220-1200
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock |
|
AESI |
|
NYSE |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry
into a Material Definitive Agreement. |
On January 30, 2025,
Atlas Energy Solutions Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Goldman Sachs & Co. LLC and Piper Sandler & Co., as representatives of the several underwriters (the “Underwriters”),
relating to the previously announced underwritten offering of 11,500,000 shares of common stock, par value $0.01 per share, of the Company
(the “Common Stock” and such offering, the “Offering”).
Under the terms of the
Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,725,000 additional shares of Common Stock
(the “Option”). In connection with the Offering, Ben M. “Bud” Brigham, the Company’s Executive Chairman,
purchased an aggregate of approximately 0.2 million shares of Common Stock in the Offering at the public offering price per share. In
connection therewith, the Underwriters received a reduced underwriting discount on such shares purchased by Mr. Brigham compared
with the other shares sold to the public in the Offering.
The Underwriting Agreement
contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company
has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”), and to contribute to any payment that the Underwriters may be required to make because of any of those
liabilities.
The Offering was made
pursuant to a shelf registration statement on Form S-3 (File No. 333-279434) (the “Registration Statement”) that
was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on May 15, 2024, including
the prospectus forming a part of the Registration Statement, a preliminary prospectus supplement, which was filed with the SEC on January 30,
2025, and a final prospectus supplement, which was filed with the SEC on February 3, 2025, pursuant to Rule 424(b) under
the Securities Act.
The Offering closed on
February 3, 2025. The Company intends to use the approximately $254.1 million of net proceeds from the Offering (i) to repay
indebtedness, which may include a portion of its secured PIK toggle seller note and outstanding borrowings under its credit facility and
term loan credit facility, (ii) to fund a portion of the cash consideration for the Company’s previously announced acquisition
of Moser Engine Service, Inc. (d/b/a Moser Energy Systems) (the “Moser Acquisition”), including the election to pay the
aggregate transaction consideration in cash in lieu of the issuance of stock consideration (the “Cash Option”) or, if the
Cash Option has not been exercised, redemption of the stock consideration, if exercised by the Company, subject to market conditions,
and (iii) the remainder, if any, for general corporate purposes, including power-related growth capital expenditures following completion
of the Moser Acquisition.
The foregoing summary
of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01
by reference.
A copy of the legal opinion
of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1
to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration
Statement.
| Item 7.01 | Regulation
FD Disclosure. |
On January 30, 2025,
the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1
hereto and incorporated herein by reference.
The information above
is being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by
reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated
therein by reference.
| Item
9.01. | Financial
Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ATLAS ENERGY SOLUTIONS INC. |
| |
|
|
| Date: February 3, 2025 |
|
|
| |
By: |
/s/ John
Turner |
| |
Name: |
John Turner |
| |
Title: |
President and Chief Executive
Officer |
Exhibit 1.1
Atlas Energy Solutions Inc.
Common Stock
Underwriting Agreement
January 30, 2025
Goldman Sachs & Co. LLC
Piper Sandler & Co.
As representatives (the “Representatives”)
of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs & Co. LLC
200 West Street,
New York, New York 10282-2198
c/o Piper Sandler & Co.
U.S. Bancorp Center
800 Nicollet Mall, Suite 1000
Minneapolis, MN 55402
Ladies and Gentlemen:
Atlas Energy Solutions Inc.,
a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”),
to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,500,000 shares of
its common stock, par value $0.01 per share (the “Firm Shares”) and, at the election of the Underwriters, up to 1,725,000
additional shares (the “Optional Shares”) of common stock of the Company (the “Stock”). The Firm Shares and the
Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares.”
The Shares are being issued
and sold in connection with the announcement of the proposed acquisition by Wyatt Holdings, LLC, an indirect wholly owned subsidiary
of the Company, of all of the issued outstanding shares of common stock of Moser Acquisition, Inc., which are owned by Moser Holdings,
LLC (the “Moser Seller”), pursuant to that certain Stock Purchase Agreement, dated January 27, 2025 (the “Acquisition
Agreement”), by and among the Company, Wyatt Holdings, LLC and the Moser Seller.
1. The
Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) An
“automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the
“Act”) on Form S-3 (File No. 333-279434) in respect of the Shares has been filed with the Securities and Exchange
Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement
or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice
of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has
most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”;
any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant
to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration
statement, including all exhibits thereto and including any prospectus supplement relating to the Shares that is filed with the Commission
and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration
statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended
and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing
Prospectus”; the form of the final prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) under
the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to
the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any
reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with
the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary
Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer
to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the
effective date of the Registration Statement that is incorporated by reference in the Registration Statement; any oral or written communication
with potential investors undertaken in reliance on Rule 163B under the Act is hereinafter called a “Testing-the-Waters Communication”;
and any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter
called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined in Rule 433
under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);
(b) (i) No
order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission,
and (ii) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder, and did not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with the Underwriter Information (as defined in Section 9(b) hereof);
(c) For
the purposes of this Agreement, the “Applicable Time” is 6:45 p.m. (Eastern time) on the date of this Agreement. The
Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing
Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) hereof)
will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each
Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing
Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, as supplemented
by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery will not,
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter
Information;
(d) The
documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so
filed and incorporated by reference in the Pricing Prospectus and the Prospectus or any further amendment or supplement thereto, when
such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with the Underwriter Information; and no such or any other documents were filed with the Commission
since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution
of this Agreement, except as set forth on Schedule II(b) hereto;
(e) The
Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus
will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing
date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
in the case of the Registration Statement, or include an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances which they were made, not misleading, in the case of the Prospectus
and Basic Prospectus; provided, however, that this representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with the Underwriter Information;
(f) Neither
the Company nor any of its subsidiaries has, since the date of the latest audited financial statements included or incorporated by reference
in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered
into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries
taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries
taken as a whole, in each case otherwise than as set forth, incorporated by reference or contemplated in the Pricing Prospectus; and,
since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been
(A) any material change in the capital stock (other than as a result of (1) the exercise, if any, of stock options or the award,
if any, of stock options or restricted stock in the ordinary course of business pursuant to the Company’s equity plans that are
described in the Pricing Prospectus and the Prospectus or (2) the issuance, if any, of stock upon conversion of Company securities
as described in the Pricing Prospectus and the Prospectus) or long-term debt of the Company or any of its subsidiaries or (B) any
Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material
adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (1) the
business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the Company
and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (2) the ability of the
Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions
contemplated in the Pricing Prospectus and the Prospectus;
(g) The
Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal
property owned by them, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the
value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries;
and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made
of such property and buildings by the Company and its subsidiaries;
(h) Each
of the Company and its subsidiaries has been (i) duly organized and is validly existing and in good standing under the laws of its
jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as described
in the Pricing Prospectus, and (ii) duly qualified as a foreign corporation or foreign limited liability company for the transaction
of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business
so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each subsidiary of the Company
has been listed in the Registration Statement;
(i) The
Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the
Stock contained in the Pricing Disclosure Package and Prospectus; and all of the issued shares of capital stock of each subsidiary of
the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except, in the case of any foreign
subsidiary, for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims;
(j) The
Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly
and validly issued and fully paid and non-assessable and will conform to the description of the Stock contained in the Pricing Disclosure
Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights;
(k) The
issue and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the transactions contemplated
in this Agreement and the Pricing Prospectus will not conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of
the property or assets of the Company or any of its subsidiaries is subject, except, in the case of this clause (i) for such defaults,
breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) the
certificate of incorporation or bylaws (or other applicable organizational document) of the Company or any of its subsidiaries, or (iii) any
statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the
Company of the transactions contemplated by this Agreement, except such as have been obtained under the Act, the approval by the Financial
Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution
of the Shares by the Underwriters;
(l) Neither
the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or bylaws (or other applicable organizational
document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or (iii) in default in the performance
or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case
of the foregoing clauses (ii) and (iii), for such defaults as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect;
(m) The
statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of Capital Stock,” insofar as
they purport to constitute a summary of the terms of the Stock, under the caption “Material U.S. Federal Income Tax Considerations
for Non-U.S. Holders” and under the caption “Underwriting,” insofar as they purport to describe the provisions of the
laws and documents referred to therein, are accurate, complete and fair in all material respects;
(n) Other
than as set forth in the Pricing Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims,
suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries or, to
the Company’s knowledge, any officer or director of the Company, is a party or of which any property of the Company or any of its
subsidiaries or, to the Company’s knowledge, any officer or director of the Company, is the subject which, if determined adversely
to the Company or any of its subsidiaries (or such officer or director), would individually or in the aggregate reasonably be expected
to have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental
authorities or others; there are no current or pending Actions that are required under the Act to be described in the Registration Statement
or the Pricing Prospectus that are not so described therein; and there are no statutes, regulations or contracts or other documents that
are required under the Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing
Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement and the Pricing
Prospectus;
(o) The
Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will
not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”);
(p) The
Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed
through the date hereof; and except as would not reasonably be expected to have a Material Adverse Effect, there is no tax deficiency
that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective
properties or assets;
(q) (i) At
the time of filing the Registration Statement and (ii) at the time the Company or any person acting on its behalf (within the meaning,
for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption
of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act;
and (B) at the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter
that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of
the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined under Rule 405
under the Act;
(r) (i) Ernst &
Young LLP, who has certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting
firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the
Commission and the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and (ii) Whitley Penn LLP,
who has certified certain financial statements of Hi-Crush Inc., to the knowledge of the Company, an independent registered public accounting
firm with respect to Hi-Crush Inc. within the meaning of the Act and the applicable rules and regulations thereunder adopted by
the Commission and the PCAOB;
(s) The
Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that (i) complies with the requirements of the Exchange Act, (ii) has been designed by the Company’s principal
executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s
general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only
in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and except as disclosed
in the Pricing Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of
any material weaknesses in its internal control over financial reporting;
(t) Except
as disclosed in the Pricing Prospectus, since the date of the latest audited financial statements included or incorporated by reference
in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
(u) The
Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that
comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material
information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal
financial officer by others within those entities; and such disclosure controls and procedures are effective in all material respects
to perform the functions for which they were established;
(v) The
Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action
required to be taken for the due and proper authorization, execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby has been or will be duly and validly taken on or prior to each Time of Delivery;
(w) This
Agreement has been duly authorized, executed and delivered by the Company;
(x) Neither
the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the
knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries
has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken
any act in furtherance thereof); (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations
thereunder, the U.K. Bribery Act 2010 or any other applicable anti-corruption, anti-bribery or related law, statute or regulation (collectively,
“Anti-Corruption Laws”); the Company and its subsidiaries have conducted their businesses in compliance with Anti-Corruption
Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve
compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries
will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws;
(y) The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the requirements of applicable
anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and
the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company
and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulation or guidelines
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
(z) Neither
the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the
knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries
is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without
limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department
of State and including, without limitation, the designation as a “specially designated national” or “blocked person,”
the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively,
“Sanctions”), or (ii) located, organized, or resident in a country or territory that is the subject or target of comprehensive
Sanctions (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic,
and the so-called Luhansk People’s Republic) (each a “Sanctioned Jurisdiction”), the Company will not, except as authorized
under applicable Sanctions, directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (A) to fund or facilitate any activities
of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions
or (B) in any other manner that will result in a violation by any person (including any person participating in the transaction,
whether as underwriter, advisor, investor or otherwise) of Sanctions; except as authorized under applicable Sanctions, neither the Company
nor any of its subsidiaries is engaged in, or has, since April 24, 2019, engaged in, any dealings or transactions with or involving
any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions
or with any Sanctioned Jurisdiction; and the Company and its subsidiaries have instituted, and maintain, policies and procedures designed
to promote and achieve continued compliance with applicable Sanctions;
(aa) The
financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the
Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Company
and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company
and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted
accounting principles (“GAAP”) and applied on a consistent basis throughout the periods involved. The supporting schedules,
if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. To the knowledge
of the Company, the financial statements of Hi-Crush Inc. included or incorporated by reference in the Registration Statement, the Pricing
Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial
position of Hi-Crush Inc. and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and
cash flows of Hi-Crush Inc. and its subsidiaries for the periods specified, and said financial statements have been prepared in conformity
with GAAP and applied on a consistent basis throughout the periods involved. The selected financial data and the summary financial information
included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly, in all material respects, the information
shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by
reference therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting
schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing Prospectus or the Prospectus
under the Act or the rules and regulations promulgated thereunder. All disclosures contained in the Registration Statement, the
Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and
regulations of the Commission) comply, in all material respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K
of the Act, to the extent applicable;
(bb) The
Company and each of its subsidiaries (i) own or otherwise possess adequate rights to use all material patents, patent applications,
trademarks, service marks, trade names, domain names, copyrights and registrations and applications thereof, licenses, know-how, software,
systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems
or procedures and other intellectual property) (collectively, “Intellectual Property Rights”) necessary for the conduct of
their respective businesses, (ii) to the knowledge of the Company, do not, through the conduct of their respective businesses, infringe,
violate or conflict with any Intellectual Property Rights of any third party and (iii) have not received any written notice of any
claim of infringement, violation or conflict with, any Intellectual Property Rights of any third party;
(cc) Except
as disclosed in the Pricing Disclosure Package and the Prospectus, (i)(A) neither the Company nor any of its subsidiaries is in
violation of, and does not have any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance,
code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency,
governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release
of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety
including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”),
(B) to the knowledge of the Company, neither the Company nor any of its subsidiaries is liable or allegedly liable for any release
or threatened release of Hazardous Substances, including at any off site storage, treatment, or disposal site, (C) neither the Company
nor any of its subsidiaries is subject to any pending, or to the Company’s knowledge, threatened, claim by any governmental agency
or governmental body or person arising under Environmental Laws or relating to the release of or exposure to Hazardous Substances and
(D) the Company and its subsidiaries have received, are in compliance with all, and have no liability under any, permits, licenses,
authorizations, identification numbers, consents, waivers, exemptions, or other approvals required under applicable Environmental Laws
to conduct their business, except in each case covered by clauses (A) through (D) such as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect; and (ii) to the knowledge of the Company and its subsidiaries,
there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant
to any Environmental Law that would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Pricing Disclosure
Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company
or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding
which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, and (y) none of the Company or its subsidiaries
anticipates material capital expenditures relating to any Environmental Laws. For purposes of this subsection “Hazardous Substances”
means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials,
and polychlorinated biphenyls, and (B) any other chemical, material or substance defined or regulated as toxic or hazardous or as
a pollutant, contaminant or waste under Environmental Laws;
(dd) The
Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites,
applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects
as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted and, to the
Company’s knowledge, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware
and other corruptants; the Company and its subsidiaries have implemented and maintained reasonable controls, policies, procedures, and
safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security
of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (collectively,
“Company Data”)) used in connection with their businesses, and to the Company’s knowledge, there have been no breaches,
violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability
or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same; the Company and
its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders,
rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Company Data and to the protection of such IT Systems and Company Data from unauthorized
use, access, misappropriation or modification;
(ee) No
forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or incorporated
by reference in any of the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith;
(ff) Nothing
has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included
in each of the Registration Statement, the Pricing Prospectus and the Prospectus is not based on or derived from sources that are reliable
and accurate in all material respects;
(gg) There
is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers,
in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations
promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections
302 and 906 related to certifications;
(hh) Neither
the Company nor any of its affiliates has taken or will take, directly or indirectly, any action designed to or that could reasonably
be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or any of its subsidiaries
in connection with the offering of the Shares;
(ii) The
Company and each of its subsidiaries have such permits, licenses, approvals, consents, franchises, certificates of need and other approvals
or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their
respective properties and conduct their respective businesses in the manner described in the Registration Statement, the Pricing Prospectus
and the Prospectus, except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received notice of any proceedings related to the revocation
or modification of any such Permits that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would reasonably be expected to have a Material Adverse Effect;
(jj) The
Company and its subsidiaries, taken as a whole, are insured against such losses and risks and in such amounts as are prudent and customary
in the businesses in which they are engaged and as required by law; and
(kk) The
mineral reserve estimates contained in the Registration Statement, the Pricing Prospectus and the Prospectus with respect to the Company
are derived from a report that has been prepared by John T. Boyd Company, and such estimates (i) fairly reflect, in all material
respects, the mineral reserves attributable to the Company at the date indicated therein and (ii) were calculated in accordance
with standard mining engineering procedures used in the sand industry and applicable government reporting requirements and applicable
law. All assumptions used in the calculation of the mineral reserve estimates contained in the Registration Statement, the Pricing Prospectus
and the Prospectus were and are reasonable in connection with (i) the procedures described in the Registration Statement, the Pricing
Prospectus and the Prospectus and (ii) all applicable guidelines and industry standards of the Commission applied on a consistent
basis throughout the periods involved. John T. Boyd Company, which prepared the reports upon which the estimates of the mineral reserves
of the Company disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus were based, is an independent mining
engineer and for the periods set forth in the Registration Statement, the Pricing Prospectus and the Prospectus.
(ll) The
mineral reserve estimates contained in the Registration Statement, the Pricing Prospectus and the Prospectus with respect to Hi-Crush
Inc. are derived from a report that has been prepared by John T. Boyd Company, and such estimates (i) fairly reflect, in all material
respects, the mineral reserves attributable to Hi-Crush Inc. at the date indicated therein and (ii) were calculated in accordance
with standard mining engineering procedures used in the sand industry and applicable government reporting requirements and applicable
law. All assumptions used in the calculation of the mineral reserve estimates contained in the Registration Statement, the Pricing Prospectus
and the Prospectus were and are reasonable in connection with (i) the procedures described in the Registration Statement, the Pricing
Prospectus and the Prospectus and (ii) all applicable guidelines and industry standards of the Commission applied on a consistent
basis throughout the periods involved. John T. Boyd Company, which prepared the reports upon which the estimates of the mineral reserves
of Hi-Crush Inc. disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus were based, is an independent mining
engineer and for the periods set forth in the Registration Statement, the Pricing Prospectus and the Prospectus.
(mm) To
the knowledge of the Company, the representations and warranties of the Moser Seller contained in the Acquisition Agreement (as qualified
therein and in the disclosure schedules thereto) were, as of the date of the Acquisition Agreement, and are, as of the date hereof, as
of the Applicable Time, and as of at each Time of Delivery (as defined in Section 4(a) hereof), true and accurate in all material
respects, except to the extent such representations and warranties are made as of another date, in which case, such representations and
warranties shall be true and correct in all respects as of that date, in each case, with the same force and effect as if made as of the
date hereof (or, if any such representations or warranties are qualified by materiality, material adverse effect or similar language,
true and correct in all respects). The Acquisition Agreement has been duly authorized, executed and delivered by, and, assuming the due
authorization, execution and delivery thereof by the other parties thereto, is a valid and binding agreement of, the Company, enforceable
in accordance with its terms. The Company has not received any notice of termination of the Acquisition Agreement from the Moser Seller
and has no reason to believe that such termination is contemplated by the Moser Seller. The Company has no reason to believe that, and
has not received notice from the Moser Seller that, the Moser Seller’s conditions to the closing of the transactions contemplated
by the Acquisition Agreement will not be satisfied within the timeframe contemplated therein.
2. Subject
to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of
the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $22.08, the number
of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that
the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price
per share set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Share shall be reduced by
an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on
the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted
by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of
which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are
entitled to purchase hereunder. The purchase price per share is $23.00 in connection with proceeds from any sales of the Shares made
to the Company’s Executive Chairman, including entities affiliated with such person.
The Company hereby grants
to the Underwriters the option to purchase from time to time all or any part of an additional 1,725,000 Optional Shares, at the purchase
price per share set forth in the paragraph above, provided, however, that the purchase price per Optional Share shall be reduced by an
amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the
Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given
within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased
and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery
(as defined in Section 4(a) hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than
ten business days after the date of such notice.
3. Upon
the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and
conditions set forth in the Pricing Disclosure Package and the Prospectus.
4. (a) The
Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered
in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered
by or on behalf of the Company to the Representatives, through the facilities of The Depository Trust Company (“DTC”), for
the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer
of federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The
Company will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four
hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated
Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time,
on February 3, 2025 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect
to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representatives in the written notice given by the Representatives
of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company
may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,”
such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of
Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.”
(b) The
documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof,
will be delivered at the offices of Latham & Watkins LLP, 300 Colorado Street, Suite 2400, Austin, TX 78701 (the “Closing
Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at
the Closing Location at 6:00 p.m., New York City time, on the New York Business Day preceding such Time of Delivery, at which meeting
the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.
For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order
to close.
5. The
Company agrees with each of the Underwriters:
(a) To
prepare the Prospectus in a form approved by you (such approval not to be unreasonably withheld) and to file such Prospectus pursuant
to Rule 424(b) under the Act not later than the earlier of (i) the First Time of Delivery or (ii) the Commission’s
close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier
time as may be required by Rule 430A under the Act; to make no further amendment or any supplement to the Registration Statement,
the Basic Prospectus or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable
notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement
has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof;
to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act;
to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long
as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection
with the offering or sale of the Shares; to advise you, promptly after it receives notice thereof, of the issuance by the Commission
of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the
Shares, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending
or supplementing of the Registration Statement or the Prospectus or for additional information; in the event of the issuance of any stop
order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification,
to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection,
promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement,
at its own expense, as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration
Statement shall include any such amendment or new registration statement);
(b) If
required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of
prospectus pursuant to Rule 424(b) under the Act not later than the First Time of Delivery, or, if applicable, such earlier
time as may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus
which shall be disapproved by you promptly after reasonable notice thereof;
(c) If
by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the
Shares remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic
shelf registration statement relating to the Shares, in a form reasonably satisfactory to you. If at the Renewal Deadline the Company
is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new
shelf registration statement relating to the Securities, in a form reasonably satisfactory to you and will use its best efforts to cause
such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action
necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration
statement relating to the Shares. References herein to the Registration Statement shall include such new automatic shelf registration
statement or such new shelf registration statement, as the case may be;
(d) Promptly
from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities
laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein
in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided, however, that in connection
therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent
to service of process in any jurisdiction (where not otherwise required);
(e) Prior
to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to
furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably
request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering
or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the
Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of
an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and
in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon
your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies
as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(f) To
make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule 158);
(g) During
the period beginning from the date hereof and continuing to and including the date 45 days after the date of the Prospectus (the “Lock-Up
Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under
the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options
or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right
to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition
or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of
ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of Stock or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant
to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding
as of, the date of this Agreement), without the prior written consent of the Representatives; provided, however, that the foregoing restrictions
shall not apply to (A) any shares of Stock or any securities or other awards (including without limitation options, performance
share units, restricted stock or restricted stock units) convertible into, exercisable for, or that represent the right to receive, shares
of Stock (collectively, “Incentive Awards”) issued pursuant to any stock option plan, incentive plan or stock purchase plan
of the Company (collectively, the “Company Stock Plans”) or pursuant to equity compensation arrangements described in the
Registration Statement and the Prospectus, (B) any shares of Stock issued upon the conversion, exercise or exchange of convertible,
exercisable or exchangeable securities described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or
any shares of Stock vested or exercised pursuant to Incentive Awards, (C) the filing of a registration statement on Form S-8
relating to securities granted or to be granted pursuant to the terms of a Company Stock Plan in effect as of and described in the Pricing
Disclosure Package and the Prospectus, (D) the issuance of Shares as contemplated by the Acquisition Agreement and the exercise
of the Company’s rights of redemption with respect to such Shares as contemplated by the Acquisition Agreement and (E) the
issuance of Stock or securities convertible into or exercisable or exchangeable for Stock as consideration for the acquisition of equity
interests or assets of any person, or the acquisition by the Company by any other manner of any business, properties, assets or persons,
in one transaction or a series of related transactions, or the filing of a registration statement relating to such securities; provided
that with respect to clause (E) above no more than an aggregate of 10% of the number of shares of the Company’s capital stock
outstanding immediately after the issuance and sale of the Shares pursuant to this Agreement are issued. Notwithstanding the foregoing,
nothing shall prohibit the filing of a registration statement by the Company, (i) pursuant to the demand rights under the Amended
and Restated Registration Rights Agreement, dated October 2, 2023, by and among the Company and the signatories party thereto or
(ii) pursuant to the terms of the registration rights agreement contemplated by the Acquisition Agreement; provided that in the
case of clause (i) only, no Stock subject to the Lock-Up registered under such registration statement shall be sold or transferred
during the Lock-Up Period.
(h) To
pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Act without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i) To
furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and
statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent
public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with
the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated
summary financial information of the Company and its subsidiaries for such quarter in reasonable detail (which may be satisfied by filing
with the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System);
(j) During
a period of three years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications
(financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, upon request, copies of
any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class
of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission);
provided, however, that the obligations described in this Section 5(j) may be satisfied by any filing of such reports or communications
with the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System;
(k) To
use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus
under the caption “Use of Proceeds”;
(l) To
use its best efforts to list, subject to notice of issuance, the Shares on the New York Stock Exchange (the “Exchange”);
(m) To
file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act; and
(n) Upon
reasonable request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s
trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating
the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose
described above, is granted without any fee and may not be assigned or transferred by such Underwriter.
6. (a) The
Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating
to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter
represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer
relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing
prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a) hereto;
(b) The
Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied
and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any
electronic road show;
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication
any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would
conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives,
will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication
or other document which will correct such conflict, statement or omission;
(d) The
Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters
Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act; and (ii) it has not distributed,
or authorized any other person to distribute, any Written Testing-the-Waters Communications, other than those distributed with the prior
consent of the Representatives that are listed on Schedule II(d) hereto; and the Company reconfirms that the Underwriters have been
authorized to act on its behalf in engaging in Testing-the-Waters Communications;
(e) Each
Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act.
7. The
Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under
the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, the
Basic Prospectus, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the
cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all
expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(d) hereof,
including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the
Blue Sky survey; (iv) all expenses incurred by the Company in connection with any “road show” presentation to potential
investors (provided that all expenses related to chartered aircraft in connection with any “road show” presentation shall
be split 50% by the Company and 50% by the Underwriters); (v) all fees and expenses in connection with listing the Shares on the
Exchange; (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any
required review by FINRA of the terms of the sale of the Shares (provided such fees and disbursements of counsel do not exceed $35,000
in the aggregate); (vii) the cost of preparing stock certificates; (viii) the cost and charges of any transfer agent or registrar;
and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 7. It is understood, however, that, except as provided in this Section 7, and Sections 9 and 12
hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale
of any of the Shares by them and any advertising expenses connected with any offers they may make.
8. The
obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion,
to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Applicable
Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all
material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission
within the applicable time period prescribed for such filing by Rule 433; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall
have been initiated or threatened by the Commission; and no notice of objection of the Commission to the use of the Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending
or preventing the use of the Preliminary Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened
by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable
satisfaction;
(b) Latham &
Watkins LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions dated such Time of Delivery,
in form and substance satisfactory to you, and such counsel shall have received such papers and information as they may reasonably request
to enable them to pass upon such matters;
(c) Vinson &
Elkins L.L.P., counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance
satisfactory to you, and such counsel shall have received such papers and information as they may reasonably request to enable them to
pass upon such matters;
(d) On
the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date
of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of
Delivery, each of Ernst & Young LLP and Whitley Penn LLP shall have furnished to you a letter or letters with respect to the
Company and Hi-Crush Inc., as applicable, dated the respective dates of delivery thereof, in form and substance satisfactory to you;
(e) On
the date of the Prospectus and at each Time of Delivery, John T. Boyd Company shall have furnished to you a letter or letters with respect
to each of the Company and Hi-Crush Inc., dated the respective dates of delivery thereof, in form and substance reasonably satisfactory
to you;
(f) (i) Neither
the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus
there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change or
effect, or any development involving a prospective change or effect, in or affecting (A) the business, properties, general affairs,
management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole,
except as set forth or contemplated in the Pricing Prospectus, or (B) the ability of the Company to perform its obligations under
this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus
and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse
as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such
Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(g) On
or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or
preferred stock by any “nationally recognized statistical rating organization,” as that term is defined by the Commission
under Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance
or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;
(h) On
or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the Exchange or on the Nasdaq Stock Market; (ii) a suspension or material limitation in trading in the
Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either federal
or New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United
States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a
national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic
conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment
makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time
of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(i) The
Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;
(j) The
Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each officer, director and stockholder
of the Company listed on Schedule III hereto, substantially to the effect set forth in Annex I hereto in form and substance satisfactory
to you;
(k) The
Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the
New York Business Day next succeeding the date of this Agreement; and
(l) The
Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company satisfactory
to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance
by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth
in subsections (a) and (g) of this Section 8 and as to such other matters as you may reasonably request.
(m) On
the date hereof, the Representatives shall have received from the chief financial officer of the Company a certificate of the chief financial
officer of the Company, substantially in the form attached as Annex II hereto (the “Initial CFO Certificate”). At each Time
of Delivery, the Representatives shall have received from the chief financial officer of the Company a certificate (the “Bring-Down
CFO Certificate”) (i) stating, as of the date of the Bring-Down CFO Certificate (or, with respect to matters involving changes
or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more
than three days prior to the date of the Bring-Down CFO Certificate), the conclusions and findings of the chief financial officer with
respect to the financial information and other matters covered by the Initial CFO Certificate and (ii) confirming in all material
respects the conclusions and findings set forth in the Initial CFO Certificate.
9. (a) The
Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”),
any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters
Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in the case of the Registration Statement and Basic Prospectus, or
arise out of or are based upon the omission or alleged omission to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, in the case of any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any roadshow, any “issuer
information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication,
and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating
or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Testing-the-Waters
Communication, in reliance upon and in conformity with the Underwriter Information.
(b) Each
Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities
to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in
the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication, or arise out of
or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in the case of the Registration Statement and Basic Prospectus, or arise out of or are based upon
the omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in the case of any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any
amendment or supplement thereto, any Issuer Free Writing Prospectus, any roadshow, any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication, in reliance upon and in conformity
with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect
to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the
Company by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only
such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter:
the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting,” and the information
contained in the seventh, eighth and ninth paragraphs relating to stabilization by the Underwriters under the caption “Underwriting.”
(c) Promptly
after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) above, notify the indemnifying
party in writing of the commencement thereof; provided, however, that the failure to notify the indemnifying party shall not relieve
it from any liability that it may have under the preceding subsection (a) above except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify
the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding
subsection (a) above. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry
of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf
of any indemnified party.
(d) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters
on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several
in proportion to their respective underwriting obligations and not joint.
(e) The
obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls
any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the
Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls
the Company within the meaning of the Act.
10. (a) If
any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery,
you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If
within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall
be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase
such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged
for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company
shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company
agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby
be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10
with like effect as if such person had originally been a party to this Agreement with respect to such Shares.
(b) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you or the Company
as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh
of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which
such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting Underwriter from any liability it may have to the Company or any non-defaulting
Underwriter for damages caused by its default.
(c) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company
as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate
number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection
(b) above to require non-defaulting Underwriters to purchase the Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional
Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in
Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The
respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain
in full force and effect, regardless of any termination of this Agreement or any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any director, officer, employee, affiliate or controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares.
12. If
this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the
Company as provided herein or the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company
will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements
of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered,
but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof. For avoidance
of doubt, if this Agreement is terminated pursuant to Section 10 hereof, the Company shall have no obligation to reimburse a defaulting
Underwriter for out of pocket costs and expenses (including the fees and expenses of their counsel) incurred by such defaulting Underwriter
in connection with this Agreement and the offering contemplated hereby.
13. In
all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by the
Representatives on behalf of you as the Representatives.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to you as the Representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198,
Attention: Registration Department and Piper Sandler & Co., U.S. Bancorp Center 800 Nicollet Mall, Suite 1000, Minneapolis,
MN 55402; and if to the Company to Atlas Energy Solutions Inc., 5918 W. Courtyard Drive, Suite 500, Austin, Texas 78730, email:
[***], Attention: Dathan Voelter, with a copy to Vinson & Elkins L.L.P., 200 West 6th Street, Suite 2500,
Austin, Texas 78701, email: [***], Attention: Thomas G. Zentner; provided, however, that any notice to an Underwriter
pursuant to Section 9(b) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at
its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied
to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company, which information may include the name
and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective
clients.
14. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections
9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, or any director,
officer, employee or affiliate of any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter
shall be deemed a successor or assign merely by reason of such purchase.
15. Time
shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business.
16. The
Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the
Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) the
Company has consulted its own legal and financial advisors to the extent it deemed appropriate and (v) none of the activities of
the Underwriters in connection with the transactions contemplated herein constitute a recommendation, investment advice or solicitation
of any action by the Underwriters with respect to any entity or natural person. The Company agrees that it will not claim that the Underwriters
have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such
transaction or the process leading thereto.
17. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
18. This
Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto shall
be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that
would results in the application of any other law than the laws of the State of New York. The Company agrees that any suit or proceeding
arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District
Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in
The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.
19. The
Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
20. This
Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be
an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,
the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
21. Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information
relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent
necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts
that may be relevant to that treatment.
22. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) As
used in this section:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
(i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“U.S. Special Resolution
Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance
with your understanding, please sign and return to us one for the Company and the Representatives plus one for each counsel counterparts
hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute
a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall
be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.
| | Very truly yours, |
| | |
| | Atlas Energy Solutions Inc. |
| | |
| By: | /s/ Blake McCarthy
Name: Blake McCarthy
Title: Chief Financial Officer |
Accepted as of the date hereof:
Goldman Sachs & Co. LLC
| By: | /s/ Ryan Cunn
Name: Ryan Cunn
Title: Managing Director |
|
Piper Sandler & Co.
| By: | /s/ Neil Riley
Name: Neil Riley
Title: Managing Director |
|
On behalf of each of the Underwriters
Schedule
I
[INTENTIONALLY OMITTED]
Schedule
II
[INTENTIONALLY OMITTED]
Schedule
III
[INTENTIONALLY OMITTED]
ANNEX I
Atlas Energy Solutions Inc.
Form of Lock-Up Agreement
[INTENTIONALLY OMITTED]
ANNEX II
Form of Initial
CFO Certificate
[INTENTIONALLY OMITTED]
Exhibit 5.1
February 3, 2025
Atlas Energy Solutions Inc.
5918 W. Courtyard Drive, Suite 500
Austin, Texas 78730
Ladies and Gentlemen:
We have acted as counsel for Atlas Energy Solutions
Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the proposed
issuance and sale by the Company of up to 11,500,000 shares (the “Shares”) of Common Stock, par value $0.01 (the “Common
Stock”). The Shares are being offered, issued and sold pursuant to an Underwriting Agreement dated January 30, 2025 by
and among the Company Goldman Sachs & Co. LLC, and Piper Sandler & Co. (the “Underwriting Agreement”).
We have participated in the preparation of a Prospectus
Supplement dated January 30, 2025 (the “Prospectus Supplement”), forming part of a Registration Statement on Form S-3 filed
with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, which became effective upon its filing
with the SEC (File No. 333- 279434) (the “Registration Statement”), which also contains a base prospectus
(the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”). The Prospectus
Supplement has been filed pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”).
In rendering the opinions set forth below, we
have examined and relied upon (i) the Registration Statement and the Prospectus; (ii) the Amended and Restated Certificate of
Incorporation of the Company; (iii) the Amended and Restated Bylaws of the Company; (iv) the Underwriting Agreement; (v) resolutions
of the Board of Directors of the Company and of the Pricing Committee relating to the offering of the Shares; and (vi) such other
certificates and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed
that all Shares will be issued and sold in the manner stated in the Prospectus and the Underwriting Agreement.
Based upon the foregoing and subject to the assumptions,
exceptions, limitations and qualifications set forth herein, we are of the opinion that the Shares, when issued and delivered against
payment therefor in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
|
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Denver Dubai Dublin Houston London Los Angeles
New York Richmond San Francisco Tokyo Washington |
845 Texas Avenue, Suite 4700
Houston, TX 77002
Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com |
 |
|
February 3, 2025 Page 2 |
The opinions expressed herein are qualified in
the following respects:
A. We have assumed that (i) each document
submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a
copy conforms to an authentic original and all signatures on each such document are genuine, and (ii) each certificate from governmental
officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete.
B. This opinion is limited in all respects to
the federal laws of the United States, the Delaware General Corporation Law and the Constitution of the State of Delaware, as interpreted
by the courts of the State of Delaware and of the United States. We are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion
as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated on or about the date hereof, to the incorporation
by reference of this opinion into the Registration Statement and to the reference to our firm under the caption “Legal Matters”
in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities Act.
| |
|
| |
Very truly yours,
/s/ Vinson & Elkins L.L.P. |
Exhibit 99.1
Atlas Energy Solutions Announces Pricing
of Upsized Underwritten Public Offering of Common Stock
Austin, TX – January 30, 2025 –
Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the “Company”) today announced the pricing of an upsized
underwritten public offering (the “Offering”) of an aggregate of 11,500,000 shares of its common stock, par value $0.01 per
share (“common stock”), at a public offering price of $23.00 per share, for total gross proceeds of $264.5 million. In connection
with the Offering, the Company has granted the underwriters the option to purchase up to an additional 1,725,000 shares of common stock
on the same terms and conditions within 30 days.
The Offering is expected to close on February 3,
2025, subject to customary closing conditions.
The Company intends to use the net proceeds it
receives from the Offering (i) to repay indebtedness, which may include a portion of its secured PIK toggle seller note and outstanding
borrowings under its credit facility and term loan credit facility, (ii) to fund a portion of the cash consideration for the Company’s
previously announced acquisition of Moser Engine Service, Inc. (d/b/a Moser Energy Systems) (the “Moser Acquisition”),
including the election to pay the aggregate transaction consideration in cash in lieu of the issuance of stock consideration (the “Cash
Option”) or, if the Cash Option has not been exercised, redemption of the stock consideration, if exercised by the Company, subject
to market conditions, and (iii) the remainder, if any, for general corporate purposes, including power-related growth capital expenditures
following completion of the Moser Acquisition. The Company expects to close the Moser Acquisition in the first quarter of 2025, subject
to customary closing conditions and regulatory approvals. The Moser Acquisition is not contingent upon the completion of this Offering
and this Offering is not contingent upon the completion of the Moser Acquisition.
Goldman Sachs & Co. LLC and Piper Sandler &
Co. are acting as lead book-running managers for the Offering. Barclays Capital Inc., BofA Securities, Inc. and Johnson Rice &
Company L.L.C. are acting as book-running managers. Capital One Securities, Inc., Drexel Hamilton, LLC, PEP Advisory LLC, Perella
Weinberg Partners LP, Raymond James & Associates, Inc., Stephens Inc. and The Benchmark Company, LLC are acting as co-managers.
The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed,
or as to the actual size or terms of the Offering.
The Offering will
be made only by means of a prospectus supplement and the accompanying base prospectus, The Offering is being conducted pursuant to an
effective shelf registration statement on Form S-3 (the “Registration Statement”), which was filed with the U.S. Securities
and Exchange Commission (the “SEC”) on May 15, 2024, that became effective upon filing and the corresponding prospectus.
A preliminary prospectus supplement thereto has been filed with the SEC. Before investing, prospective investors should read the prospectus
supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about
the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement and the accompanying base prospectus related to this Offering, and the
final prospectus supplement, when available, may be obtained by contacting:
Goldman Sachs & Co. LLC
Attn: Prospectus Department
200 West Street
New York, NY 10282
Telephone: 1-866-471-2526
Prospectus-ny@ny.email.gs.com
Piper Sandler & Co.
Attn: Prospectus Department
800 Nicollet Mall, J12S03
Minneapolis, Minnesota 55402
Telephone: 1-800-747-3924
Prospectus@psc.com
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful without registration or qualification under the securities laws of any such state or
jurisdiction.
About Atlas Energy Solutions
Atlas Energy Solutions Inc. is a leading proppant
producer and proppant logistics provider, serving primarily the Permian Basin of West Texas and New Mexico. We operate 14 proppant production
facilities across the Permian Basin with a combined annual production capacity of 29 million tons, including both large-scale in-basin
facilities and smaller distributed mining units. We manage a portfolio of leading-edge logistics assets, which includes our 42-mile Dune
Express conveyor system. In addition to our conveyor infrastructure, we manage a fleet of over 120 trucks, which are capable of delivering
expanded payloads due to our custom-manufactured trailers and patented drop-depot process. Our approach to managing both our proppant
production and proppant logistics operations is intently focused on leveraging technology, automation and remote operations to drive efficiencies.
We are a low-cost producer of various high-quality,
locally sourced proppants used during the well completion process. We offer both dry and damp sand, and carry various mesh sizes including
100 mesh and 40/70 mesh. Proppant is a key component necessary to facilitate the recovery of hydrocarbons from oil and natural gas wells.
Our logistics platform is designed to increase
the efficiency, safety and sustainability of the oil and natural gas industry within the Permian Basin. Proppant logistics is increasingly
a differentiating factor affecting customer choice among proppant producers. The cost of delivering sand, even short distances, can be
a significant component of customer spending on their well completions given the substantial volumes that are utilized in modern well
designs.
We continue to invest in and pursue leading-edge
technologies, including autonomous trucking, digital infrastructure, and artificial intelligence, to support opportunities to gain efficiencies
in our operations. These technology-focused investments aim to improve our cost structure and also combine to produce beneficial environmental
and community impacts.
While our core business is fundamentally aligned
with a lower emissions economy, our core obligation has been, and will always be, to our stockholders. We recognize that maximizing value
for our stockholders requires that we optimize the outcomes for our broader stakeholders, including our employees and the communities
in which we operate. We are proud of the fact that our approach to innovation in the hydrocarbon industry while operating in an environmentally
responsible manner creates immense value. Since our founding in 2017, our core mission has been to improve human beings’ access
to the hydrocarbons that power our lives while also delivering differentiated social and environmental progress. Our Atlas team has driven
innovation and has produced industry-leading environmental benefits by reducing energy consumption, emissions, and our aerial footprint.
We call this Sustainable Environmental and Social Progress.
We were founded in 2017 by Ben M. “Bud”
Brigham, our Executive Chairman, and are led by an entrepreneurial team with a history of constructive disruption bringing significant
and complementary experience to this enterprise, including the perspective of longtime E&P operators, which provides for an elevated
understanding of the end users of our products and services. Our executive management team has a proven track record with a history of
generating positive returns and value creation. Our experience as E&P operators was instrumental to our understanding of the opportunity
created by in-basin sand production and supply in the Permian Basin, which we view as North America’s premier shale resource and
which we believe will remain its most active through economic cycles.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are predictive or prospective in
nature, that depend upon or refer to future events or conditions or that include the words “may,” “assume,” “forecast,”
“position,” “strategy,” “potential,” “continue,” “could,” “will,”
“plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,”
“objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate”
and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify
forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the size and
terms of the Offering and our use of proceeds from the Offering; Atlas’s plans to finance the Moser Acquisition; and the receipt
of all necessary approvals to close the Moser Acquisition and the timing associated therewith.
Actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those discussed or referenced
in our filings made from time to time with the SEC, including those discussed in the Registration Statement and the prospectus supplement
relating to this Offering, under the heading “Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on
February 27, 2024, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including
those discussed in Exhibit 99.3 to our Current Report on Form 8-K filed on January 27, 2025. Readers are cautioned not
to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our
actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise,
except as may be required by law.
Investor Contact
Kyle Turlington
5918
W Courtyard Drive, Suite #500
Austin, Texas 78730
United States
T: 512-220-1200
IR@atlas.energy
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