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): April 14, 2025

AMPLIFY ENERGY CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35512	82-1326219
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Dallas Street, Suite 1700 Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 219-9001

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b):

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		AMPY		New York Stock Exchange

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 April 14, 2025, Amplify Energy Corp., a Delaware corporation (the “Company”), entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”) with Amplify DJ Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“Second Merger Sub,” and together with First Merger Sub, the “Merger Subs”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG” and, together with NPOG, the “Acquired Companies”), and, solely for purposes of the specified provisions therein, Juniper Capital Advisors, L.P., a Delaware limited partnership (“Juniper”), and the Specified Company Entities signatory thereto (the “Specified Company Entities” and, together with the Company, the Merger Subs, the Acquired Companies and Juniper, the “Parties”), to that certain Agreement and Plan of Merger, dated as of January 14, 2025, by and among the Parties (the “Merger Agreement”). Capitalized terms used and not otherwise defined herein have the meaning set forth in the Merger Agreement, which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 15, 2025.

Section 6.21 of the Merger Agreement included a covenant relating to Juniper’s commitment to, following the execution of the Merger Agreement, cause certain of its affiliates to make cash contributions, in an aggregate amount of $5,000,000, to the Acquired Companies or their subsidiaries prior to Closing (the “Original Cash Consideration”). The Amendment increases the Original Cash Consideration from $5,000,000 to $15,000,000, to be paid at or prior to, and conditioned upon, the Closing.

All other material terms of the Merger Agreement remain substantially the same and in full force and effect as originally executed.

The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in entirety by reference to the full text thereof, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On April 15, 2025, the Company issued a press release announcing its entry into the Amendment as well as updated information regarding its and Juniper’s oil and gas hedge positions and updated information regarding Juniper’s audited reserves. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s 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 general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our respective management. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to identify forward-looking statements. In addition, statements that refer to the mergers of (i) NPOG with and into First Merger Sub, with NPOG surviving the merger as an indirect, wholly owned subsidiary of the Company and (ii) COG with and into Second Merger Sub, with COG surviving the merger as an indirect, wholly owned subsidiary of the Company (collectively, the “Mergers”) and any statements regarding the expected timing, benefits, synergies, growth opportunities and other financial and operating benefits thereof, the closing of the Mergers and timing or satisfaction of regulatory requirements and closing conditions, or the anticipated operations, financial position, liquidity, performance, prospects or growth and scale opportunities of the combined company; integration activities; the anticipated value of the combined business to us and our stakeholders; the expected impact of the Mergers on our results of operations and financial condition; anticipated growth and trends in the business or key markets; and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements. While forward-looking statements are based on assumptions and analyses that management of the Company believes to be reasonable under the circumstances, whether actual results and developments will meet such expectations and predictions depends on a number of risks and uncertainties that could cause actual results, performance, and financial condition to differ materially from such expectations. Any forward-looking statements speak only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Please consider the foregoing factors as well as the risk factors contained in our Securities and Exchange Commission (“SEC”) filings available at including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and such reports that are subsequently filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. The Company does not give any assurance that it or the combined company will achieve its expectations.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the SEC. The Company’s SEC filings may be obtained by contacting the Company, through the Company’s website or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement.

Important Additional Information Regarding the Mergers Will Be Filed with the SEC.

In connection with the proposed Mergers, the Company has filed a definitive proxy statement. The definitive proxy statement has been sent to the stockholders of record of the Company. The Company may also file other documents with the SEC regarding the Mergers. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS, THE PARTIES TO THE MERGERS AND THE RISKS ASSOCIATED WITH THE MERGERS. Investors and security holders may obtain a free copy of the definitive proxy statement and other relevant documents filed by the Company with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents (when available) by (1) directing your written request to: 500 Dallas Street, Suite 1700, Houston, Texas or (2) contacting our Investor Relations department by telephone at (832) 219-9044 or (832) 219-9051. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at http://www.amplifyenergy.com.

Participants in the Solicitation.

The Company and certain of its respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the definitive proxy statement filed with the SEC. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Notice of Annual Meeting of Stockholders and 2024 Proxy Statement, which was filed with the SEC on April 5, 2024. These documents are available free of charge as described above.

Item 9.01

Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of April 14, 2025, by and among Amplify Energy Corp., Amplify DJ Operating LLC, Amplify PRB Operating LLC, North Peak Oil & Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, Juniper Capital Advisors, L.P. and the Specified Company Entities signatories thereto.

99.1		Press Release, dated April 15, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: April 15, 2025

	AMPLIFY ENERGY CORP.

	By:	/s/ Martyn Willsher
		Name: Martyn Willsher
		Title: President and Chief Executive Officer

Exhibit 2.1

Execution Version

AMENDMENT NO. 1

AGREEMENT AND PLAN OF MERGER

This Amendment No. 1, dated as of April 14, 2025 (this “Amendment”), to the Agreement and Plan of Merger, dated as of January 14, 2025 (the “Agreement”), is by and among Amplify Energy Corp., a Delaware corporation (“Parent”), Amplify DJ Operating LLC, a Delaware limited liability company (“First Merger Sub”), Amplify PRB Operating LLC, a Delaware limited liability company (“Second Merger Sub”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG”), and, solely for the purposes set forth therein, Juniper Capital Advisors, L.P., a Delaware limited partnership (the “Members’ Representative”), and each of the Specified Company Entities. Capitalized terms used and not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, on January 14, 2025, the parties entered into the Agreement, pursuant to which, among other things, (a) First Merger Sub will merge with and into NPOG, with NPOG surviving as an indirect, wholly owned subsidiary of Parent, and (b) Second Merger Sub will merge with and into COG, with COG surviving as an indirect, wholly owned subsidiary of Parent; and

WHEREAS, pursuant to and in accordance with Section 9.2 of the Agreement, the parties desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements set forth in the Agreement and this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.            Amendment. The Agreement is hereby amended as follows:

(a)           Section 6.21 of the Agreement is hereby amended and restated in its entirety as follows:

“At or prior to, and conditioned upon, the Closing, Members’ Representative shall, or shall cause its Affiliates to, deliver evidence reasonably satisfactory to the Parent that Members’ Representative, or its Affiliates, have, following the date of this Agreement, made cash contributions, in an aggregate amount of $15,000,000, to the Acquired Companies or the Acquired Company Subsidiaries.”

2.            References to and Effect on the Agreement. On and after the date of this Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, and all documents delivered in connection with the Agreement shall mean and be a reference to the Agreement as amended hereby. Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect in accordance with its terms, and the Agreement, as amended hereby, is hereby confirmed and ratified in all respects. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the parties under the Agreement or any of the documents delivered in connection with the Agreement.

3.             Counterparts. This Amendment may be executed in any number of counterparts, each of which is an original, and all of which, when taken together, constitute one Amendment. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) will be effective as delivery of a manually executed counterpart hereof.

4.             Governing Law. This Amendment, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Amendment, or the negotiation, execution or performance of this Amendment, shall be governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to the principles of conflicts of law thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-2-

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Agreement and Plan of Merger effective as of the date first above written.

	NPOG

	NORTH PEAK OIL & GAS, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	COG

	CENTURY OIL AND GAS SUB-HOLDINGS, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

	PARENT

	AMPLIFY ENERGY CORP.

	By:	/s/ Martyn Willsher
	Name:	Martyn Willsher
	Title:	President and Chief Executive Officer

	FIRST MERGER SUB

	AMPLIFY DJ OPERATING LLC

	By:	/s/ Martyn Willsher
	Name:	Martyn Willsher
	Title:	President and Chief Executive Officer

	SECOND MERGER SUB

	AMPLIFY PRB OPERATING LLC

	By:	/s/ Martyn Willsher
	Name:	Martyn Willsher
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

	MEMBERS’ REPRESENTATIVE

	JUNIPER CAPITAL ADVISORS, L.P.

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	SPECIFIED COMPANY ENTITIES

	LONGS PEAK RESOURCES, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	NORTH SILO RESOURCES, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	CENTURY OIL AND GAS SOUTH, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

	CENTURY OIL AND GAS, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	NAVIGATION POWDER RIVER, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

	PINE HAVEN RESOURCES, LLC

	By:	/s/ Edward Geiser
	Name:	Edward Geiser
	Title:	Authorized Representative

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

Exhibit 99.1

Amplify Energy and Juniper Capital Announce Amendment to the Merger Agreement

Juniper to Contribute Incremental $10 Million in Cash

Updates Oil and Gas Hedge Positions and Juniper Reserve Values

HOUSTON, April 15, 2025 (GLOBE NEWSWIRE) -- Amplify Energy Corp. (NYSE: AMPY) (“Amplify” or the “Company”) today announced an amendment to the existing terms of its previously disclosed Agreement and Plan of Merger with Juniper Capital’s (“Juniper”) upstream Rocky Mountain portfolio companies.

The amended agreement will now provide for Juniper to contribute an incremental $10 million of cash to further reduce the net debt of the combined companies. This amendment follows shareholder engagement and reflects Juniper’s strong belief in the merits of the combination and focus on a strong pro forma company. As previously announced, at closing Amplify plans to issue Juniper approximately 26.7 million shares of Amplify common stock and assume approximately $133 million in net debt⁽¹⁾.

Such incremental contribution was agreed to in Amendment No. 1 to the Agreement and Plan of Merger, dated April 14, 2025 (the “Amendment”). Amplify intends to file supplemental proxy materials with the Securities and Exchange Commission (the “SEC”) in the coming days reflecting the Amendment.

Martyn Willsher, Amplify’s President and Chief Executive Officer, said, “These amended terms reflect each party’s belief in the long-term value creation of this proposed transaction and our commitment to shareholder engagement. This transaction has been thoroughly considered alongside a wide range of options by our board of directors, and we continue to believe that this combination is the best path for shareholders to realize the value they deserve.”

Edward Geiser, Juniper’s Managing Partner, added, “In recognition of the recent market volatility, we believe the additional cash investment is justified to bolster the strength and liquidity of the combined company. We continue to believe that the combination of our Rockies assets with Amplify’s existing operations offers investors a unique opportunity, which is capable of delivering significant shareholder value and free cash flow in a low or high commodity price environment. This increased capital investment reflects our continued confidence in the long-term value creation of the combined company and the top quality of the Amplify management team.”

Updated Hedge Positions

In response to shareholder concerns regarding the recent reduction in oil prices, Amplify is providing updated information regarding the current oil and gas hedge positions at both Amplify and Juniper.

Mr. Willsher commented, “Though oil prices have dropped considerably since we announced the transaction in January, Amplify and Juniper have taken significant steps to minimize the impact of commodity price volatility through their active hedging programs. As a percentage of proved developed producing reserves, Amplify has 80-85% of oil hedged in 2025 and 40-45% hedged in 2026, while Juniper has 65-70% of oil hedged in 2025 and 50-55% hedged in 2026. At current strip prices, Amplify’s hedges have a present worth of approximately $25 million, while Juniper’s hedges have a present worth of approximately $14 million.”

As illustrated in the tables below (as of April 15, 2025), both Amplify and Juniper have meaningfully protected against downside commodity risk by hedging a significant portion of their forecasted PDP volumes.

Amplify standalone hedge book:

	2025		2026		2027
Natural Gas Swaps:
Average Monthly Volume (MMBtu)		585,000		500,000		137,500
Weighted Average Fixed Price ($)	$	3.75	$	3.79	$	4.01

Natural Gas Collars:
Two-way collars
Average Monthly Volume (MMBtu)		500,000		517,500		437,500
Weighted Average Ceiling Price ($)	$	3.90	$	4.11	$	4.45
Weighted Average Floor Price ($)	$	3.50	$	3.58	$	3.56

Oil Swaps:
Average Monthly Volume (Bbls)		128,583		90,500		9,000
Weighted Average Fixed Price ($)	$	70.85	$	68.43	$	63.65

Oil Collars:
Two-way collars
Average Monthly Volume (Bbls)		59,500
Weighted Average Ceiling Price ($)	$	80.20
Weighted Average Floor Price ($)	$	70.00

Juniper standalone hedge book:

	2025		2026		2027
Oil Swaps:
Average Monthly Volume (Bbls)		68,750		38,500
Weighted Average Fixed Price ($)	$	71.83	$	66.79

Oil Collars:
Two-way collars
Average Monthly Volume (Bbls)		31,292		16,625		1,708
Weighted Average Ceiling Price ($)	$	75.26	$	74.84	$	76.15
Weighted Average Floor Price ($)	$	65.57	$	63.12	$	65.00

Updated Juniper Audited Reserves

Amplify is also providing updated information regarding the audited reserve value associated with Juniper’s assets. Assuming WTI oil prices at $60 per barrel held flat and Henry Hub gas prices at $3.50 per mmbtu held flat, the total proved reserve PV-10⁽²⁾ value of Juniper’s audited reserves is $356 million.

Mr. Willsher commented, “Combining Juniper’s proved developed PV-10⁽²⁾ value of $230 million with the value of Juniper’s current hedge book ($14 million) generates total value of $244 million. Comparing this value to the pro forma debt of approximately $123 million (after Juniper’s $10 million cash contribution), demonstrates the substantial equity value of the Juniper assets even in a sustained low oil price environment. Furthermore, as we’ve previously noted, we believe the Juniper assets have considerable incremental value provided by the extensive development potential, much of which is located on held-by-production leases, which would allow the combined company the flexibility to slow development during low commodity prices but capitalize on higher prices to the benefit of our investors.”

Mr. Willsher concluded, “We believe the merger provides numerous benefits to shareholders, including the scale and flexibility to weather commodity cycles like we are currently experiencing. Amplify’s low-decline asset base complements Juniper’s high margin assets, which are then further supported by our strong combined hedge positions. With substantial flexibility to defer discretionary capital projects, and our ongoing focus on delivering value to investors in any environment, we continue to expect we will generate strong free cash flow in 2025 and in the years ahead.”

The details of Juniper’s Audited Reserves are provided in the table below:

		Estimated Net Reserves
		Proved Developed		Proved Undeveloped		Total Proved
Oil \| Natural Gas Price		PV-10		PV-10		PV-10
				(in millions)
$70 \| $3.50	$	335	$	280	$	615
$60 \| $3.50		230		126		356

Special Meeting of Stockholders

The Special Meeting of Stockholders (the “Special Meeting”) to approve the proposals is scheduled to be reconvened on April 23, 2025, at 9:00 a.m. Central Time (and the meeting will be held virtually via the internet at www.cesonlineservices.com/ampysm_vm). The record date for the Special Meeting, March 3, 2025, is unchanged and applies to the reconvened Special Meeting.

Stockholders who have already cast their votes do not need to take any action, unless they wish to change or revoke their prior proxy or voting instructions, and their votes will be counted at the reconvened Special Meeting. For stockholders who have not yet cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting. For more information on how to vote, please call the Company’s proxy solicitor, Sodali & Co, on their toll-free number (800) 662-5200 or email [email protected].

The Company’s Board of Directors continues to recommend that shareholders vote “FOR” the two proposals regarding the merger and identified in the Company’s definitive proxy statement.

About Amplify Energy

Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify’s operations are focused in Oklahoma, the Rockies (Bairoil), federal waters offshore Southern California (Beta), East Texas / North Louisiana, and the Eagle Ford (Non-op). For more information, visit www.amplifyenergy.com.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements, other than statements of historical fact, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company’s actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the statements about the Company’s expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto and the expected timing of the reconvened Special Meeting. Please read the Company’s filings with the SEC, including “Risk Factors” in the Company’s Annual Report on Form 10-K, and if applicable, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company’s Investor Relations website at https://www.amplifyenergy.com/investor-relations/default.aspx or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Footnotes

1)	Net debt at announcement consisted of $140 million outstanding as of 12/31/2024 less $2 million of cash and pro forma of $5 million of cash to be contributed by Juniper before the closing date.

The estimated net reserves are based on 2024 Year End reserves and are evaluated at flat pricing. PV-10 is a non-GAAP financial measure that represents the present value of estimated future cash inflows from proved oil and natural gas reserves that are calculated using the unweighted arithmetic average first-day-of-the-month prices for the prior 12 months, less future development and operating costs, discounted at 10% per annum to reflect the timing of future cash flows. The most directly comparable GAAP measure to PV-10 is standardized measure. PV-10 differs from standardized measure in its treatment of estimated future income taxes, which are excluded from PV-10. Amplify believes the presentation of PV-10 provides useful information because it is widely used by investors in evaluating oil and natural gas companies without regard to specific income tax characteristics of such entities. PV-10 is not intended to represent the current market value of the estimated proved reserves. PV-10 should not be considered in isolation or as a substitute for the standardized measure as defined under GAAP. As GAAP does not prescribe a comparable GAAP measure for PV-10 of reserves adjusted for pricing sensitives, it is not practicable for us to reconcile PV-10 to a standardized measure or any other GAAP measure.

Contacts

Amplify Energy

Jim Frew -- Senior Vice President and Chief Financial Officer

(832) 219-9044

[email protected]

Michael Jordan -- Director, Finance and Treasurer

(832) 219-9051

[email protected]

Sodali & Co.

Michael Verrechia / Eric Kamback / Christopher Rice

(800) 662-5200

[email protected]

FTI Consulting

Tanner Kaufman / Brandon Elliott / Rose Zu

[email protected]