Kimbell Royalty Partners acquires $147M Permian Basin mineral interests, 70% unit-funded

Assuming the Acquisition is consummated as described in this news release, Kimbell is expected to have over 17 million gross acres, over 135,000 gross wells and a total of 93 active rigs on its properties, which represents approximately 18% ... of the total active land rigs drilling in the continental United States. In addition, over 98% of all rigs in the continental United States are located in counties where Kimbell is expected to hold mineral interest positions following the consummation of the Acquisition.

Kimbell estimates that the Acquired Assets consisted of approximately 711 net royalty acres (“NRA”) with approximately 70% concentrated in the Delaware Basin and approximately 30% in the Midland Basin, with an estimated 7.67 MMBoe in total proved reserves.

For the next twelve months, Kimbell estimates that, as of June 1, 2026, the Acquired Assets will produce 1,390 Boe/d, comprising 754 Bbl/d of oil, 315 Bbl/d of NGLs, and 1,928 Mcf/d of natural gas (on a 6:1 basis).

As of May 1, 2026, there were 13 active rigs in operation on the Acquired Assets, including 11 in the Delaware Basin. Kimbell further estimates that, as of May 1, 2026, there are 364 gross drilled but uncompleted wells, and of all the cash flow expected to be generated in the first year after acquisition, 93% will come from PDP and PDNP wells, with oil-weighted production from over 2,300 total producing wells.

Reserve engineering is a complex and subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, estimates prepared by one engineer may vary from those prepared by another.

Moreover, there can be no assurance that Kimbell and OpCo will consummate the Acquisition on the terms described in Item 1.01 of this Current Report on Form 8-K or at all. Even if Kimbell and OpCo consummate the Acquisition, they may not be able to achieve the expected benefits of the Acquisition.

On May 19, 2026, Kimbell issued a news release announcing that it has entered into the Purchase Agreement.

The private placements of the OpCo Common Units and Class B Units under the Purchase Agreement, together with any Common Units that are issued upon a future exchange election by the holders of the OpCo Common Units and Class B Units, will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a) (2) thereof.

On May 18, 2026, Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell”), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“OpCo” and, together with Kimbell, the “Buyer Parties”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Mesa Visa Royalties, LLC, a Delaware limited liability company, (“Mesa Royalties”), Mesa Royalties III Holdings, LLC, a Delaware limited liability company (“Mesa Holdings”), Mesa Land Company, LLC, a Delaware limited liability company (“Mesa Land”, and, together with Mesa Royalties and Mesa Holdings, collectively “Sellers”) to acquire certain rights, title and interests in and to certain mineral interests, overriding royalty interests, royalty interests and non-participating royalty interests in oil, gas and other hydrocarbons underlying certain lands located in Loving, Ward, Upton, Howard, Glasscock, Martin, Winkler, Culberson, Midland, Pecos, Borden, Reagan, Reeves and Dawson Counties, Texas, and Eddy and Lea Counties, New Mexico (the “Acquired Assets”).

Pursuant to the terms of the Purchase Agreement, the Seller has agreed, effective as of the closing of the Acquisition and subject to certain exceptions, not to dispose of the OpCo Common Units or Class B Units for a period of 30 days following the closing. Pursuant to the Purchase Agreement, Kimbell has agreed to grant certain registration rights in favor of the Seller. Following the closing of the Acquisition, among other things, Kimbell will agree to prepare a shelf registration statement with respect to the resale of the Common Units issuable upon the conversion of the OpCo Common Units and a corresponding number of Class B Units to be issued to the Seller under the Purchase Agreement (“Registrable Securities”) that would permit some or all of the Registrable Securities to be resold in registered transactions (the “Shelf Registration Statement”), file the Shelf Registration Statement with the Securities and Exchange Commission (“SEC”) within 5 business days of the closing of the Acquisition and use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as reasonably practicable following such filing, but in any event within 120 days of the closing of the Acquisition.