GDP Goodrich Petroleum Corporation

HOUSTON, Aug. 20, 2021 /PRNewswire/ -- Goodrich Petroleum Corporation (NYSE American: GDP) (the "Company") announced that the equity strike price condition contained in its UCC Warrants (CUSIP # 382410 165) (the "Warrants") was met as of July 14, 2021. Each Warrant entitles the holder thereof to acquire from the Company a number of shares of the Company's Common Stock equal to 0.00001% of the Common Stock Deemed Outstanding at the time of the exercise, on the terms set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of October 12, 2016, by and among the Company and American Stock Transfer & Trust Company, LLC (the "Warrant Agent").  Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant Agreement.

Holders who wish to exercise the Warrant(s), in whole or in part, may do so by doing the following prior to the Expiry Time:

1. in the case of Certificated Warrants, properly completing and duly executing the Exercise Form appearing on the reverse side of the Warrant Certificates, which is substantially in the form attached hereto as Exhibit A;
    
2. in the case of Direct Registration Warrants, providing an Exercise Form substantially in the form attached hereto as Exhibit B, properly completed and duly executed by the Registered Holder thereof, to the Warrant Agent; or
    
3. in the case of Book-Entry Warrants, providing an Exercise Form substantially in the form attached hereto as Exhibit C or otherwise complying with the practices and procedures of the Depositary and its direct and indirect participants, as applicable.

Upon completion of one of the above options, please send the completed and executed Exercise Form to the Warrant Agent at the below email/address:

Email forms to ReorgInquiry@astfinancial.com or mail to:

American Stock Transfer
6201 15^th Ave – 2^nd Floor
Brooklyn, NY 11219
Attn: Reorg Dept

The shares of Common Stock underlying the Warrants have been registered by the Company under the Securities Act of 1933, as amended, and are covered by a registration statement filed on Form S-1 and declared effective by, the Securities and Exchange Commission (Registration No. 333-216015). The SEC maintains an internet website that contains a copy of this prospectus. The address of that site is www.sec.gov.

None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company's securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

EXHIBIT A

EXERCISE FORM

The undersigned Registered Holder of this Warrant Certificate hereby irrevocably elects to exercise the number of Warrants indicated below:

The undersigned requests that the Warrant Exercise Shares be issued in the name of the undersigned Holder or as otherwise indicated below:

If such Warrants shall not constitute all of the Warrants represented hereby, the undersigned requests that a new Warrant Certificate of like tenor and date for the balance of the Warrants represented hereby be issued and delivered in the name of the undersigned Holder or as otherwise indicated as follows:

Note: The above signature and name should correspond exactly with the name of the holder as it appears on the face of the certificate, in every particular without alteration or enlargement or any change whatsoever.

EXHIBIT B

EXERCISE FORM FOR REGISTERED HOLDERS
OF DIRECT REGISTRATION WARRANTS
(To be executed upon exercise of Warrants)

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., EASTERN TIME, ON OCTOBER 12, 2026.

The undersigned Registered Holder, being the holder of Direct Registration Warrants of Goodrich Petroleum Corporation, issued pursuant to that certain Warrant Agreement, as dated October 12, 2016 (the "Warrant Agreement"), by and among Goodrich Petroleum Corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Warrant Agent"), hereby irrevocably elects to exercise the number of Direct Registration Warrants indicated below, to acquire the number of shares of Common Stock indicated below. All capitalized terms used in this Exercise Form that are not defined herein but are defined in the Warrant Agreement shall have the meanings given to them in the Warrant Agreement.

The undersigned requests that the Warrant Exercise Shares be issued in the name of the undersigned Holder or as otherwise indicated below:

If said number of Warrant Exercise Shares shall not be all the Warrant Exercise Shares issuable upon exercise of the Warrant, the undersigned requests that a new Warrant representing the balance of such Warrant shall be issued in the name of the undersigned Holder or as otherwise indicated below and that a Warrant Statement reflecting such balance be delivered to the address indicated below:

EXERCISE C

EXERCISE FORM FOR BENEFICIAL HOLDERS
HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY
TO BE COMPLETED BY DIRECT PARTICIPANT
IN THE DEPOSITORY TRUST COMPANY
(To be executed upon exercise of Warrants)

NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., EASTERN TIME, ON OCTOBER 12, 2026.

The undersigned, being the beneficial holder of Book-Entry Warrants issued pursuant to that certain Warrant Agreement, as dated October 12, 2016 (the "Warrant Agreement"), by and among Goodrich Petroleum Corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Warrant Agent") and held for its benefit through the book-entry facilities of The Depository Trust Company (the "Depositary"), hereby irrevocably elects to exercise the number of Book-Entry Warrants indicated below, to acquire the number of shares of Common Stock indicated below, pursuant to the exercise provisions of Section 4.3 of the Warrant Agreement. All capitalized terms used in this Exercise Form that are not defined herein but are defined in the Warrant Agreement shall have the meanings given to them in the Warrant Agreement.

The undersigned requests that the shares of Common Stock issuable upon exercise of the Warrants be delivered to the account at the Depositary specified below.

THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT'S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS, AND PAYMENT, IF ANY, ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT.

Goodrich Petroleum Corporation Investor Relations Contact Information:

investorrelations@goodrichpetroleum.com  
832-255-1300

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SOURCE Goodrich Petroleum Corporation