Item 8.01. Other Events.
On June 28, 2022, Oasis held a virtual special meeting
of Oasis’s stockholders at which the Oasis stockholders voted to approve and adopt the merger agreement.
With the approval of the Whiting merger proposal, Whiting expects
the closing of the merger to occur on or about July 1, 2022, subject to the satisfaction or waiver of the remaining conditions to close,
each of which by their nature cannot be satisfied until the closing.
Forward-Looking Statements
Certain statements made herein are not historical
facts but are forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements
generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”,
“anticipate”, “believe”, “continue”, “future”, “will”, “expect”,
or other similar words, phrases or expressions. These forward-looking statements include statements regarding Whiting’s or Oasis’
industry, future events, the merger, the estimated or anticipated future results and benefits of the combined company following the merger,
the near- and long-term success of the combined company following the merger, potential opportunities the combined company may have,
anticipated timing of the closing of the merger, and other statements that are not historical facts. These statements are based on current
expectations and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding
Whiting’s and Oasis’ businesses and the merger, and actual results may differ materially. These risks and uncertainties include,
but are not limited to the risk that a condition to closing of the merger may not be satisfied; that either party may terminate the merger
agreement or that the closing of the merger might be delayed or not occur at all; potential adverse reactions or changes to business
or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management
time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Whiting and Oasis; the
effects of the business combination of Whiting and Oasis, including the combined company’s future financial condition, results
of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or
at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval
of the transaction; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business
disruption may be greater than expected following the public announcement or consummation of the merger.
Additional factors that could cause results to differ
materially from those described above can be found in Whiting’s Annual Report on Form 10-K for the year ended December 31,
2021, as amended (the “Whiting Form 10-K”), which is on file with the SEC and available on Whiting’s website at www.whiting.com under
the “Investor Relations” tab, in other documents Whiting files with the SEC, in Oasis’ Annual Report on Form 10-K
for the year ended December 31, 2021, which is on file with the SEC and available on Oasis’ website at www.oasispetroleum.com under
the “Investors” tab, and in other documents Oasis files with the SEC.
All forward-looking statements speak only as of
the date they are made and are based on information available at that time. Neither Whiting nor Oasis assumes any obligation to update
forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Important Additional Information Regarding the Merger Will Be Filed
With the SEC
This communication is being made in respect of the
merger involving Whiting and Oasis. Whiting and Oasis have filed with the SEC, in connection with the solicitation of proxies for the
special meeting of Whiting’s stockholders and the special meeting of Oasis’s stockholders, a Proxy Statement and a Registration
Statement on Form S-4 relating to the merger (the “Registration Statement”), of which the Proxy Statement is a part. The
Registration Statement was declared effective by the SEC on May 24, 2022, and the Proxy Statement was sent to the stockholders of Whiting
and the stockholders of Oasis on or about May 24, 2022. Investors and security holders of Whiting and Oasis are each advised to read
the Registration Statement, the Proxy Statement and other relevant documents to be filed by Whiting and Oasis with the SEC, because they
contain important information about the merger and the parties to the merger. Investors and security holders may obtain a free copy of
the Registration Statement, the Proxy Statement, any amendments or supplements thereto and other documents filed by Whiting and Oasis
with the SEC from the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Whiting are available free of charge
at Whiting’s website at www.whiting.com under the “Investor Relations” tab or by directing a request to: Investor Relations
Department at (303) 837-1661 or BrandonD@whiting.com. Copies of documents filed with the SEC by Oasis are available free of charge at
Oasis’ website at www.oasispetroleum.com under the “Investors” tab or by directing a request to: Oasis’ Investor
Relations Department at (281) 404-9600 or ir@oasispetroleum.com.
Participants in the Solicitation
Whiting and Oasis and their respective directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Whiting’s stockholders and Oasis’ stockholders in connection with the merger. Information regarding the directors,
executive officers, other members of management, and employees of each of Whiting and Oasis is included in the Proxy Statement and certain
of Whiting’s and Oasis’s other SEC filings made subsequent to the date of the Proxy Statement. To the extent holdings of
Whiting’s or Oasis’ securities by such individuals have changed since the amounts printed in the Proxy Statement, such changes
have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership
on Form 4 filed with the SEC, if such individual is subject to the reporting requirements of Section 16. Additional information regarding
the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the
Proxy Statement and other materials to be filed with the SEC in connection with the special meeting of Whiting’s stockholders.
No Offer or Solicitation
This document is not intended to and does not constitute
an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction pursuant to the merger or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators
or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including
facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange,
of any such jurisdiction.
