Item 9.01 Financial
Statements and Exhibits
No Offer or Solicitation
This filing 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 Securities Act. The Exchange Offers and Consent
Solicitations are being made to eligible holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only
to such persons and in such jurisdictions as is permitted under applicable law.
Additional Information about the Merger
and Where to Find It
In connection with
the proposed Merger, Cabot filed with the SEC a registration statement on Form S-4 on June 30, 2021 (as amended on August 13,
2021), that includes a joint proxy statement of Cabot and Cimarex and that also constitutes a prospectus of Cabot. The registration statement
was declared effective by the Securities and Exchange Commission (“SEC”) on August 20, 2021, and on August 23,
2021 Cabot and Cimarex each filed the definitive joint proxy statement/prospectus in connection with the proposed Merger with the SEC.
Cabot and Cimarex commenced mailing the definitive joint proxy statement/prospectus to stockholders on or about August 23, 2021.
Each of Cabot and Cimarex will also file other relevant documents with the SEC regarding the proposed Merger. This press release is not
a substitute for the registration statement, the definitive joint proxy statement/prospectus or any other document that Cabot or Cimarex
has filed or may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS, 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 MERGER. Investors and security holders are able to obtain free copies of the registration statement, the definitive joint
proxy statement/prospectus and all other documents containing important information about Cabot, Cimarex and the proposed Merger, once
such documents are filed with the SEC 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. 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 Merger. 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
Merger by reading the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the
proposed Merger when such materials become available. Investors should read the definitive joint proxy statement/prospectus, 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.
Cautionary Statement Regarding Forward-Looking
Information
This Current Report
on Form 8-K contains certain forward-looking statements within the meaning of federal securities laws. Words such as anticipates,
believes, expects, intends, plans, outlook, will, should, may and similar expressions may be used to identify forward-looking statements.
Forward-looking statements are not statements of historical fact and reflect Cabot’s and Cimarex’s current views about future
events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving
Cabot and Cimarex, including future financial and operating results; Cabot’s and Cimarex’s plans, objectives, expectations
and intentions; the expected timing and likelihood of completion of the transaction; the expected timing and amount of any
future dividends; and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources,
estimates of future production, assumptions regarding future oil and natural gas pricing, planned drilling activity, future results of
operations, projected cash flow and liquidity, the achievement of synergies, business strategy and other plans and objectives for future
operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and
actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and
assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected.
These risks and uncertainties include, without limitation, the ability to obtain the requisite Cabot and Cimarex stockholder approvals;
the risk that an event, change or other circumstances could give rise to the termination of the proposed merger; the risk that a
condition to closing of the merger may not be satisfied on a timely basis or at all; the length of time necessary to close the proposed
transaction, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully;
the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than
expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of
Cabot’s common stock or Cimarex’s common stock; the risk of litigation related to the proposed transaction; the
effect of future regulatory or legislative actions on the companies or the industry in which they operate, including the risk of new
restrictions with respect to well spacing, hydraulic fracturing, natural gas flaring or other oil and natural gas development activities;
the risk that the credit ratings of the combined business may be different from what the companies expect; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related
issues; the volatility in commodity prices for crude oil and natural gas; the continuing effects of the COVID-19 pandemic and
the impact thereof on Cabot’s and Cimarex’s businesses, financial condition and results of operations; actions by, or
disputes among or between, the Organization of Petroleum Exporting Countries and other producer countries; the presence or recoverability
of estimated reserves; the ability to replace reserves; environmental risks; drilling and operating risks; exploration
and development risks; competition; the ability of management to execute its plans to meet its goals; and other risks
inherent in Cabot’s and Cimarex’s businesses. In addition, the declaration and payment of any future dividends, whether regular
base quarterly dividends, variable dividends or special dividends following completion of the proposed transaction, will depend on the
combined business financial results, cash requirements, future prospects and other factors deemed relevant by the board of directors
of Cabot (as then constituted). These risks, as well as other risks related to the proposed transaction, are described in the registration
statement on Form S-4 and preliminary joint proxy statement/prospectus that was filed with the SEC and the definitive joint proxy
statement/prospectus if and when it becomes available in connection with the proposed transaction. While the list of factors presented
here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such
list should be considered to be a complete statement of all potential risks and uncertainties. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. For additional
information about other factors that could cause actual results to differ materially from those described in the forward-looking statements,
please refer to: (1) Cabot’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K, which are available on Cabot’s website at www.cabotog.com/investorrelations and on the SECs website at http://www.sec.gov;
and (2) Cimarex’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K,
which are available on its website at www.cimarex.com/investor-relations and on the SECs website at http://www.sec.gov.
Forward-looking statements
are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable
law, neither Cabot nor Cimarex undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof.