PHX MINERALS INC. : Entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, disclosure of FD settlement, financial statements and supporting documents (Form 8-K)

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Item 1.01 Conclusion of a Material Definitive Agreement.

Conclusion of purchase and sale contracts

At December 6, 2021, PHX Minerals Inc. (the “Company”) has entered into two separate purchase and sale agreements (collectively, the “Purchase Agreements”) with affiliated vendors (the “Vendors”) to acquire certain mining interests, royalty rights and mining rights. derogatory fee underlying certain land located in
Caddo Parish, Louisiana (the goods “). The Company has entered into a purchase agreement with Merrimac Properties Partners, LLC and Quarter Horse Energy Partners, LLC (the “Merrimac Purchase Agreement”) to acquire part of the assets for a consideration equal to $ 5,185,475 in cash, and a separate purchase contract with Palmetto Investment Partners II, LLC (the “Palmetto Purchase Agreement”) to acquire the remainder of the assets for a consideration equal to
$ 601,797 in liquid. Assets include mining interests and royalties totaling approximately 426 acres of net royalties in the Haynesville player. The transactions contemplated in the purchase contracts are conditional on the simultaneous closing of the two purchase contracts and should be concluded by December 15, 2021. From December 6, 2021, the Sellers and their affiliates collectively own 3,549,207 common shares of the Company, or approximately 10.8% of the issued and outstanding common shares of the Company.

The terms and conditions of the two purchase contracts are substantially similar, and the purchase price under each purchase contract is subject to customary adjustments, including adjustments based on due diligence performed by the company prior to closing. . The two purchase contracts contain the usual declarations, guarantees, commitments and indemnities of each of the parties concerned. The obligations of the Company and the Sellers to close each acquisition are subject to certain customary closing conditions as set out in the Purchase Agreements. There can be no assurance that the closing conditions for asset acquisitions will be met.

The above description of the material terms and conditions of the Purchase Contracts does not purport to be complete and is qualified in its entirety by reference to the full text of the Merrimac Purchase Agreement, which is filed as Exhibit 10.1 attached, and the Palmetto Purchase Agreement, which is filed as Exhibit 10.2 attached.

First amendment to the credit agreement

At December 6, 2021 (the “Amendment Closing Date”), the Company has entered into the First Amendment to the Credit Agreement (the “Amendment”), which amends and modifies the Credit Agreement dated September 1, 2021 among the Company,
Independent bank, as Administrative Agent and L / C Issuer, and certain other lenders (the “Credit Agreement”).

The amendment provides for an increase in the borrowing base of the Company by
$ 27.5 million at $ 32.0 million in effect on the closing date of the amendment. The borrowing base will remain at $ 32.0 million until the next scheduled new half-yearly determination, which must take place on or around June 1, 2022, unless otherwise decided by an unforeseen re-determination. In addition, the Amendment modifies the commitment schedule to reallocate the Committed Amount and Commitment Percentage of each Lender under the Credit Agreement. All capitalized terms in this amendment description that are not otherwise defined in this current report on Form 8-K have the meanings assigned to them in the credit agreement.

The above description of the material terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.3 hereof.

  Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
            Off-Balance Sheet Arrangement of a Registrant.



The information set out in section 1.01 of this current report regarding the amendment is incorporated herein by reference.

  Item 7.01 Regulation FD Disclosure.



At December 9, 2021, the Company issued a press release announcing the Company’s entry into the purchase contracts and amendment. A copy of the press release is attached as Exhibit 99.1 herein and is incorporated herein by reference.

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In accordance with Policy Statement B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Attachment 99.1, is provided in accordance with Item 7.01 and will not be deemed to be “deposited” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the requirements of that section, and shall not be deemed to be incorporated by reference therein ” any of the filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any language of general incorporation in such filings, except to the extent expressly indicated by specific reference in such filing.

Item 9.01 Financial statements and supporting documents.




(d) Exhibits

Exhibit
No.          Description
10.1*          Purchase and Sale Agreement, dated December 6, 2021, by and among
             Merrimac Properties Partners, LLC and Quarter Horse Energy Partners,
             LLC, as Sellers, and PHX Minerals Inc., as Buyer.
10.2*          Purchase and Sale Agreement, dated December 6, 2021, by and between
             Palmetto Investment Partners II, LLC, as Seller, and PHX Minerals
             Inc., as Buyer.
10.3           First Amendment to Credit Agreement dated as of December 6, 2021,
             by and among PHX Minerals Inc., each lender party thereto, and
             Independent Bank, as Administrative Agent and L/C Issuer.
99.1           Press Release of PHX Minerals Inc. dated December 9, 2021.
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).


* The purchase and sale contract contains annexes and parts which have been omitted in accordance with Article 601 (a) (5) of Regulation SK. The company agrees to provide an additional copy of any omitted exhibits or attachments at
Security and Trade Commission on demand.

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