Conflicted transaction by The Energy & Minerals Group substantially undervalues Ascent, enriching EMG at expense of its LPs and other Company unitholders

Mason prepared to evaluate all-cash offer for Ascent at superior value to EMG transaction; urges formation of Special Committee to evaluate strategic alternatives

Mason Capital Management LLC (“Mason”), a significant, long-standing investor in Ascent Resources, LLC (“Ascent” or the “Company”), today announced that it has sent a letter to the Board of Managers of Ascent (the “Board”) regarding what it believes is a fundamentally flawed sale process, pursuant to which the Company’s controlling sponsor, The Energy & Minerals Group LP (“EMG”) intends to transfer its interests in Ascent into a newly formed continuation vehicle and repurchase interests from both the legacy fund’s limited partners and other Company unitholders at an implied present-value price of approximately $23.87 per share.

In its letter, Mason corroborates and expands upon allegations made by the Abu Dhabi Investment Council Company PJSC and its affiliates in litigation brought against EMG, highlighting the structural conflicts, informational deficiencies, and coercive tactics that plague the EMG transaction. Mason urges the Board to constitute a special committee of disinterested managers (the “Special Committee”), with the support of independent advisors, to ensure that any future path for the Company is evaluated through a process that is independent, informed, and aligned with the interests of all stakeholders.

Subject to the formation of the Special Committee, Mason is prepared to evaluate and, if supported by a proper governance process and customary confirmatory diligence, deliver a fully financed, all-cash proposal to acquire all outstanding units of the Company at a price superior to that contemplated by the EMG transaction, payable entirely upfront. Mason’s offer would be subject to a 45-day go-shop to ensure that the Company pursues the most value-maximizing path forward.

The full text of the letter follows:

December 9, 2025

Board of Managers

Ascent Resources, LLC

3501 NW 63rd Street

Oklahoma City, OK 73116

Re: EMG Process / Mason Capital’s Qualified Offer to the Board

Members of the Board:

Mason Capital Management LLC (“Mason Capital”) raised substantial concerns directly with the Board of Managers of Ascent Resources, LLC (the “Board” and the “Company” or “Ascent,” respectively) in letters dated November 7th and November 20th, the latter of which received no response. Those letters detailed the deficient and potentially fraudulent nature of The Energy & Minerals Group LP’s (“EMG”) solicitation of non-EMG members of the Company in connection with EMG’s continuation-vehicle transactions (together with such solicitation, the “EMG Transactions”). Subsequently, the Abu Dhabi Investment Council Company PJSC and its affiliates (“ADIC”) brought a Verified Complaint for Preliminary Injunction in Aid of Arbitration against EMG (the “ADIC Complaint”) in Delaware asserting intentional misconduct by EMG, prompting EMG to voluntarily suspend the closing of the EMG Transactions until March of 2026. The allegations in the ADIC Complaint independently corroborate the same structural conflicts, informational deficiencies, and coercive tactics that Mason previously raised with the Board. To cure the myriad defects regarding the EMG Transactions, the Board must now constitute a special committee of disinterested managers (the “Special Committee”), with the support of independent advisors, to ensure that any future path for the Company is evaluated through a process that is independent, informed, and aligned with the interests of all members.

ADIC Complaint Reveals Conflicted Process Surrounding EMG Transactions and the Need for Special Committee Oversight

The ADIC Complaint asserts that EMG is “trying to force a conflicted sale…to reap a massive benefit for themselves at the expense of ADIC and the other investors” (ADIC Compl. ¶ 1) and has launched “an inexplicably rushed campaign to push through a sale…not to an arms-length buyer, but to an EMG-sponsored continuation vehicle” (ADIC Compl. ¶ 2). Because EMG is a “net buyer,” it is allegedly incentivized “to buy out its current investors…at as low a price as possible” (ADIC Compl. ¶ 2). As EMG is seeking to acquire units from all Ascent members on the same terms, these conflicts and constraints affect every Ascent holder—not just EMG’s fund investors.

Further, the ADIC Complaint states that EMG advanced this outcome through “multiple material misstatements and omissions” about the EMG Transactions, including presenting conflicting information to different constituencies regarding key valuation drivers and exit alternatives (ADIC Compl. ¶¶ 3–5). In particular, the ADIC Complaint alleges that EMG downplayed the viability of a public listing when addressing the advisory boards of the EMG-sponsored funds (collectively, the “Advisory Boards”), which are responsible for protecting the interests of the funds’ existing limited partners, while simultaneously marketing to prospective continuation-vehicle investors a narrative that an IPO or merger remained viable and could generate substantial upside (ADIC Compl. ¶ 5). As further alleged, EMG refused reasonable requests by the Advisory Boards for additional information, time, and transparency (ADIC Compl. ¶¶ 3–5), discouraged communication among Advisory Board members, and pressed ahead with a “pressured” Advisory Board vote based on “limited information” and “almost no time to review” (ADIC Compl. ¶¶ 3–5). The allegations in the ADIC Complaint extensively demonstrate EMG’s arrogant, self-interested conduct and highlight the risks imposed on all members of the Company.

Mason Capital also submitted a sworn declaration in connection with the ADIC Complaint (the “Mason Declaration”), which corroborates and expands upon ADIC’s allegations by calling attention to EMG’s threats to use its Board-level control to reduce or withhold distributions to pressure members into tendering at an unfair price. Given that the Company has just delivered one of its strongest quarters on record and members reasonably expect continued distributions, any curtailment or suspension of distributions at this time would only confirm EMG’s coercive and fraudulent intent. In light of these tactics by EMG and the absence of any independent oversight by the Board, the Mason Declaration renewed Mason Capital’s repeated request that the Board constitute a properly empowered Special Committee to oversee the EMG Transactions and evaluate superior alternatives; yet the Board has declined to act.

Mason Capital Considering All-Cash Offer for the Company at Superior Value to EMG Transactions

Mason Capital is prepared to evaluate and, if supported by a proper governance process and customary confirmatory diligence, deliver a fully financed, all-cash proposal to acquire all outstanding units of the Company at a price superior to that contemplated by the EMG Transactions, payable entirely upfront rather than over multiple years (the “Mason Offer”). To advance such a proposal, Mason Capital requires that the Board immediately constitute a fully empowered Special Committee, advised by independent advisors, to oversee the process and negotiate any transaction on behalf of all members. In addition, Mason Capital must be provided customary financial, operational, reserve, and unitholder-level information—including a current list of all Company members and their respective holdings—necessary to complete confirmatory diligence and finalize price and terms. The Mason Offer would be subject to a 45-day go-shop period during which the Special Committee and its independent advisors would pursue and evaluate any superior proposals to the Mason Offer, thereby ensuring that the Company pursues the most value-maximizing path for all members.

To ensure a fair, informed, and uncoerced evaluation of strategic alternatives for all members of the Company—not solely EMG and its affiliated funds—Mason Capital respectfully requests that the Board acknowledge the Mason Offer, promptly constitute a Special Committee, and authorize that Special Committee to supervise the evaluation of such offer, including facilitating necessary diligence access.

Mason Capital reserves all rights and waives none. We request the Board’s reply by close of business on Friday, December 12th.

Respectfully submitted,

Kenneth M. Garschina

Managing Member

Mason Capital Management LLC

About Mason Capital Management LLC

Mason Capital Management LLC is an absolute return focused investment firm that combines deep fundamental analysis with hard catalysts to drive value creation. Founded in July 2000 by Ken Garschina and Mike Martino, Mason’s strategies range from event-driven investing to corporate carve-outs and control acquisitions. Mason’s control investments include CB&I, the world’s foremost designer and builder of storage facilities, tanks and terminals for energy and industrial markets.

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