Market Overview

Magnolia Oil & Gas Corporation to Acquire the South Texas Assets of Harvest Oil & Gas


Magnolia Oil & Gas Corporation (including its subsidiaries, the
"Company" "Magnolia," "we," "us," or "our") (NYSE:MGY) (NYSE:MGY)
today announced that it has agreed to acquire substantially all of the
South Texas Assets of Harvest Oil & Gas Corp. ("Harvest South Texas
Assets") for approximately $135 million in cash, without giving effect
to effective date adjustments, and 4.2 million newly issued shares of
the Company's Class A common stock (the "Share Consideration") valued at
approximately $56 million as of the close of trading on August 20, 2018
(the "Acquisition"). The cash consideration will be funded using cash on
the balance sheet and borrowings under the Company's revolving credit
facility. The Acquisition is expected to close on August 31, 2018 and
will have an effective date of July 1, 2018.

Acquisition Highlights

  • Immediately accretive transaction that adds an undivided working
    interest across a portion of our existing Karnes County assets and all
    of our existing Giddings Field assets
  • Acquisition adds approximately 15 net locations to our core Karnes
    County inventory and approximately 114,000 net acres to our Giddings
    Field position
  • Harvest South Texas Assets produced approximately 4,800 barrels of oil
    equivalent per day ("boe/d") in the first half of 2018, with 1,400
    boe/d in Karnes County (69% oil/83% liquids) and 3,400 boe/d in
    Giddings Field (27% oil/53% liquids)
  • In the first half of 2018, Harvest South Texas Assets generated
    revenues less direct operating expenses of approximately $25 million
    and incurred approximately $13 million of capital expenditures, which
    resulted in approximately $12 million of revenues less direct
    operating expenses after capital expenditures

Magnolia Chairman and CEO, Steve Chazen, commented, "We are very pleased
to announce our agreement to acquire Harvest's South Texas Assets.
Harvest represented our largest non-operated working interest owner and
the assets are a natural fit for Magnolia. We believe this accretive
transaction is highly complementary to our business objectives of
maximizing shareholder returns by generating steady production growth,
strong pre-tax margins and significant free cash flow."

About Magnolia

Magnolia (MGY) is a publicly traded oil and gas exploration and
production company with South Texas operations in the core of the Eagle
Ford. Magnolia will focus on generating value for shareholders through
steady production growth and free cash flow. For more information, visit

About Harvest

Harvest is an independent oil and gas company engaged in the
acquisition, efficient operation and development of onshore oil and gas
properties in the continental United States. The Company's assets
consist primarily of producing and non-producing properties in the
Barnett Shale, the San Juan Basin, the Appalachian Basin (which includes
the Utica Shale), Michigan, the Mid-Continent areas in Oklahoma, Texas,
Arkansas, Kansas and Louisiana, the Permian Basin, and the Monroe Field
in Northern Louisiana. More information about Harvest is available on
the internet at

Forward-Looking Statements

The information in this press release includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements represent Magnolia's
expectations or beliefs concerning future events, and it is possible
that the results described in this press release, including the closing
of the Acquisition, will not be achieved. These forward-looking
statements are subject to risks, uncertainties and other factors, many
of which are outside of Magnolia's control, which could cause actual
results to differ materially from the results discussed in the
forward-looking statements. Any forward-looking statement speaks only as
of the date on which it is made is expressly qualified by the statements
in this section. Except as required by law, Magnolia disclaims any duty
to update any forward-looking statements to reflect events or
circumstances after the date of this press release. When considering
these forward-looking statements, you should keep in mind the risk
factors and other cautionary statements found in Magnolia's filings with
the SEC, including its most recent Annual Report on Form 10-K and any
subsequent Quarterly Report on Form 10-Q or Periodic Reports on Form
8-K. The risk factors and other statements noted in Magnolia's SEC
filings could cause Magnolia's actual results to differ materially from
those contained in any forward-looking statement.

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