Diversified Gas & Oil Corporation entered into membership interest purchase agreement to acquire Carbon Appalachia Company, LLC and Nytis Exploration Company LLC from Carbon Energy Corporation (OTCPK:CRBO) and Nytis Exploration (USA) Inc. for approximately $130 million on April 7, 2020. Under the terms of agreement, Diversified Gas & Oil agreed to acquire Carbon Appalachia Company from Carbon Energy and Nytis Exploration Company from Nytis Exploration (USA). As a part of acquisition. Diversified Gas & Oil will pay an aggregate base cash amount equal to $110 million, subject to adjustment as described therein, and a contingent payment of up to $15 million. Diversified Gas & Oil shall deposit with Wilmington Trust, National Association (the “Escrow Agent”) by federal funds wire transfer of immediately available funds of $5 million as earnest money in connection with the sale and purchase of the Membership Interests. Under the terms of termination, Carbon Energy will pay $3.8 million to Diversified Gas & Oil. As of May 12, 2020 Diversified Gas & Oil Corporation raised a funding of $81.7 million from new and existing institutional investors. The Fundraising comprised a placing and subscriptions from US investor for an aggregate of 64.3 million new ordinary shares at 108 pence per share. The transaction is subject to customary closing conditions, including, among others, (i) that certain adjustments to the base cash purchase price, including adjustments based on uncured title and environmental defects, do not exceed 15% of the unadjusted base cash purchase price, (ii) the absence of any law, injunction or other proceeding prohibiting the consummation of the Contemplated Transactions and subject to approval from Board of Directors of Nytis Exploration (USA) and Carbon. The transaction is also subject to execution of consulting agreement. The transaction has been approved by shareholders of Nytis Exploration (USA) and Carbon. The transaction is expected to complete on May 1, 2020. Carbon intends to use the proceeds to repay indebtedness and for general corporate purposes. Jeffrey J. Peterson of Welborn Sullivan Meck & Tooley, P.C. acted as legal advisor to Carbon Energy and Nytis Exploration and Jim G. McLaughlin of Maynard Cooper & Gale, P.C. acted as legal advisor to Diversified Gas & Oil Corporation in the transaction. Russell Cook, Katy Birkin and Ben Jeynes of Cenkos Securities plc acted as financial advisor for Diversified Gas & Oil. Josh Davidson, Jim Marshall and Laura McDaniels of Baker Botts L.L.P. acted as legal advisor to Carbon Energy Corporation. Diversified Gas & Oil Corporation completed the acquisition of Carbon Appalachia Company, LLC and Nytis Exploration Company LLC from Carbon Energy Corporation (OTCPK:CRBO) and Nytis Exploration (USA) Inc. on May 26, 2020. The aggregate consideration paid was a base cash amount of $99.2 million. In certain circumstances, Diversified Gas may be obligated to pay a contingent payment of up to $15 million. In connection with the consummation of the transaction, Mark D. Pierce, President of Carbon Energy, and Kevin Struzeski, Chief Financial Officer, Treasurer and Secretary of Carbon Energy, ceased serving in such capacities, effective as of the Closing Date. On the Closing Date, each of Mark D. Pierce and Kevin Struzeski entered into consulting agreements with Carbon Energy pursuant to which they have agreed to provide transitional and consulting services to the Carbon Energy through August 25, 2020.