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ITEM 7.01
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REGULATION FD DISCLOSURE
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On August 5, 2021, Cimarex issued a news
release reporting its financial results for the second quarter 2021. A copy of the news release is furnished as Exhibit 99.1 to this report.
Cimarex will host a conference call on August 5,
2021 at 11:00 a.m. EST (9:00 a.m. MST). The call will be webcast and accessible on the Cimarex website at www.cimarex.com. To join the
live, interactive call, dial 866-367-3053 ten minutes before the scheduled start time (callers in Canada dial 855-669-9657 and international
callers dial 412-902-4216). A replay will be available on the company’s website.
For more details on Cimarex’s second quarter
2021 results, please refer to the company’s investor presentation available at www.cimarex.com.
All statements in the news release and presentation
and conference call referenced in the earnings news release, other than historical financial information, may be deemed to be 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. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those
in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Please refer to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2020, filed with the SEC, and other filings including our Current Reports on Form 8-K and Quarterly Reports
on Form 10-Q, for a list of certain risk factors that may affect these forward-looking statements.
In accordance with General Instructions B.2. of
Form 8-K, the information described in this Item 7.01, including the matters discussed in the conference call and the contents of the
investor presentation, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
No Offer or Solicitation
This communication is not intended to and
shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information about the Merger and
Where to Find It
In connection with the proposed transaction, Cabot
filed with the SEC a registration statement on Form S-4 on June 29, 2021, that includes a preliminary joint proxy statement of Cabot and
Cimarex and that also constitutes a preliminary prospectus of Cabot. If and when the registration statement becomes effective and the
joint proxy statement/prospectus is in definitive form, such joint proxy statement/prospectus will be sent to the stockholders of Cabot
and Cimarex. Each of Cabot and Cimarex also intends to file other relevant documents with the SEC regarding the proposed transaction,
including the definitive joint proxy statement/prospectus. The information in the preliminary joint proxy statement/prospectus is not
complete and may be changed. This communication is not a substitute for the preliminary joint proxy statement/prospectus or registration
statement or any other document that Cabot or Cimarex may file with the SEC. The definitive joint proxy statement/prospectus (if and when
available) will be mailed to stockholders of Cabot and Cimarex. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CABOT, CIMAREX AND THE PROPOSED TRANSACTION. Investors
and security holders are able to obtain free copies of the registration statement and preliminary joint proxy statement/prospectus and
all other documents containing important information about Cabot, Cimarex and the proposed transaction, once such documents are filed
with the SEC, including the definitive joint proxy statement/prospectus if and when it becomes available, through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cabot may be obtained free of charge on Cabot’s
website at www.cabotog.com/investor-relations or by contacting Matt Kerin by email at matt.kerin@cabotog.com or by phone at 281-589-4642.
Copies of the documents filed with the SEC by Cimarex may be obtained free of charge on Cimarex’s website at www.cimarex.com/investor-relations.
Participants in the Solicitation
Cabot, Cimarex and certain of their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive officers of Cabot, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in Cabot’s proxy statement for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on March 12, 2021, and Cabot’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on February 26, 2021. Information about the directors and executive officers of
Cimarex, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in
Cimarex’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2021, and
Cimarex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 23,
2021. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed
participants in the proposed transaction by reading the preliminary joint proxy statement/prospectus, including any amendments
thereto, as well as the definitive joint proxy statement/prospectus if and when it becomes available and other relevant materials to
be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the preliminary
joint proxy statement/prospectus, and the definitive joint proxy statement/prospectus if and when it becomes available, carefully
before making any voting or investment decisions. You may obtain free copies of these documents from Cabot or Cimarex using the
sources indicated above.