THE MERGER

This section of the joint consent statement/information statement/prospectus describes the material aspects of the proposed merger. This section may not contain all of the information that is important to you. You should carefully read this entire joint consent statement/information statement/prospectus and the documents incorporated by reference into this joint consent statement/information statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this joint consent statement/information statement/prospectus as Annex A, for a more complete understanding of the proposed merger and the transactions related thereto. In addition, important business and financial information about each of Contango and Mid-Con is included in or incorporated by reference into this joint consent statement/information statement/prospectus Please see “Where You Can Find More Information.”

Background of the Merger

The terms of the merger are the result of arm’s length negotiations between Contango and the Mid-Con conflicts committee. The following is a summary of the events leading up to the execution of the merger agreement and the key meetings, negotiations, discussions and actions by and among Contango, Mid-Con, the Mid-Con conflicts committee and their respective representatives that preceded the public announcement of the merger. For purposes of the following, except where specifically noted, exchange ratios and other per unit amounts prior to April 9, 2020 do not give effect to the 2020 reverse split.

As part of Contango’s ongoing strategic planning process, the Contango board, together with Contango’s executive management team, regularly reviews and assesses Contango’s long-term strategic plans and goals, opportunities, overall industry trends, the competitive environment in which Contango operates and Contango’s short- and long-term performance. In addition, Messrs. Wilkie Colyer, the Chief Executive Officer of Contango, and Farley Dakan, the President of Contango, regularly meet with their counterparts at both smaller and similarly-sized exploration and production companies to discuss industry trends and other matters. During these meetings, Messrs. Colyer and Dakan occasionally engage in discussions with potential counterparties of all sizes regarding recent and potential consolidation activity in the industry. In connection with these activities, the Contango board has met periodically in the ordinary course to receive updates from Messrs. Colyer and Dakan on these discussions and to consider and evaluate potential strategic transactions, including acquisitions and joint ventures.

In January 2019, Mr. Colyer, who was at that time a member of the Mid-Con board, and Mr. Jeffrey Olmstead, then Chief Executive Officer and President of Mid-Con, met on multiple occasions to discuss a potential strategic transaction between Contango and Mid-Con. In furtherance of these discussions, the parties executed a mutual non-disclosure agreement dated February 11, 2019 to exchange material, non-public information, which had a one-year term (the “2019 NDA”). The 2019 NDA did not include a standstill.

On February 12, 2019, the Mid-Con board held a telephone conference at which Mr. J. Olmstead provided an update to the Mid-Con board relating to a potential transaction with Contango. Given the potential conflict of interest that could arise as a result of (a) Mr. Colyer’s roles as Chief Executive Officer of Contango and as a member of the Mid-Con board, (b) Peter A. Leidel’s relationship with Mid-Con Energy III, LLC and its ownership of Mid-Con preferred units, and (c) Messrs. J. Olmstead and Charles R. Olmstead, Executive Chairman of the Mid-Con board, and their ownership of Mid-Con Energy Operating, LLC and Mid-Con GP, the Mid-Con board delegated negotiation of the potential transaction to the Mid-Con conflicts committee. Mr. Charles L. McLawhorn, III, then Vice President and General Counsel of Mid-Con, advised that he would follow-up with formal resolutions delegating this authority and that the conflicts committee would need to engage legal and financial advisors.

On February 13, 2019, representatives of senior management of Contango and Mid-Con held a kick-off meeting in Houston, Texas, attended by Messrs. John Goff, a member of the Contango board, and representatives

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from Gibson Dunn & Crutcher LLP (“Gibson Dunn”), Contango’s outside counsel, and Intrepid Partners, LLC (“Intrepid”), Contango’s financial advisor with whom Contango had entered into an engagement letter on November 6, 2018, on behalf of Contango, and representatives from Sidley Austin LLP (“Sidley Austin”), Mid-Con’s outside counsel, and Petrie Partners, which was acting on behalf of the Mid-Con conflicts committee.

Following the February 12 meeting of the Mid-Con board, as a result of the potential conflicts of interest, the Mid-Con board formally authorized, via unanimous written consent, the Mid-Con conflicts committee to evaluate a strategic transaction with Contango. The Mid-Con conflicts committee retained Sidley Austin to act as counsel to the Mid-Con conflicts committee in connection with a potential transaction with Contango.

The Mid-Con conflicts committee also determined to engage Petrie Partners as its financial advisor because of Petrie Partners’ knowledge and expertise with respect to public merger and acquisition transactions, particularly involving exploration and production companies. An engagement letter dated as of February 8, 2019 detailing the terms of Petrie Partners’ engagement was executed after the Mid-Con conflicts committee, with Sidley Austin’s assistance, had reviewed and negotiated acceptable terms thereof.

On February 19, 2019, the Contango board met with representatives of Gibson Dunn. Representatives of Gibson Dunn provided an overview of the potential transaction with Mid-Con, the Contango board’s fiduciary duties and potential conflicts of interest arising as a result of Mr. J. Goff’s directorship in Contango and his beneficial ownership interest in Mid-Con and Contango and Mr. Colyer’s directorship in Mid-Con, officer role and directorship in Contango and past business relationships with Mr. J. Goff. Following discussions, as a result of the potential conflicts of interest, the Contango board unanimously formed and delegated to a special committee of the Contango board comprising entirely disinterested directors (the “Contango special committee”) the power and authority of the Contango board to (i) negotiate, evaluate and approve or disapprove any potential transaction with Mid-Con and the terms thereof on behalf of Contango, and (ii) supervise and direct the officers of Contango, except for Mr. Colyer, who would not be involved in negotiating the potential transaction, with respect to their involvement in the potential transaction.

Following the formation of the Contango special committee, the Contango special committee met with representatives of Gibson Dunn to discuss the potential transaction and the expected timeline thereof.

Beginning February 20, 2019, Contango and Mid-Con, as well as their respective financial and legal advisors, conducted a formal diligence process regarding the assets of both companies.

On March 4, 2019, the Contango special committee delivered to the Mid-Con conflicts committee an indication of interest relating to a proposed business combination between Contango and Mid-Con (the “2019 proposed transaction”). The indication of interest included, among other things, that (i) each outstanding Mid-Con common unit would be exchanged for 0.3291 shares (or 6.582 shares after giving effect to the 2020 reverse split) of newly issued common stock of a new parent holding company for the combined company’s business, (ii) each Class A Preferred Unit of Mid-Con would be exchanged for 0.6880 shares of the new parent holding company, (iii) each Class B Preferred Unit of Mid-Con would be exchanged for 0.5246 shares of the new parent holding company and (iv) the membership interests in the Mid-Con GP would be exchanged for an aggregate of 118,491 shares of the new parent holding company.

On March 5, 2019, representatives of Gibson Dunn delivered an initial draft of the merger agreement to Sidley Austin.

On March 11, 2019, the Contango special committee delivered to the Mid-Con conflicts committee a revised indication of interest relating to the 2019 proposed transaction. The revised indication of interest included, among other things, that (i) each outstanding Mid-Con common unit would be exchanged for 0.3291

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shares (or 6.582 shares after giving effect to the 2020 reverse split) of newly issued common stock of a new parent holding company for the combined company’s business, (ii) each Class A Preferred Unit of Mid-Con would be exchanged for 0.7341 shares of the new parent holding company, (iii) each Class B Preferred Unit of Mid-Con would be exchanged for 0.5792 shares of the new parent holding company and (iv) the membership interests in the Mid-Con GP would be exchanged for an aggregate of 118,491 shares of the new parent holding company.

On March 26, 2019, the Mid-Con conflicts committee delivered a counterproposal to the Contango special committee. The counterproposal included, among other things, that (i) each outstanding Mid-Con common unit would be exchanged for 0.4972 shares (or 9.944 shares after giving effect to the 2020 reverse split) of newly issued common stock of a new parent holding company for the combined company’s business, (ii) each Class A Preferred Unit of Mid-Con owned by Mr. J. Goff or any affiliate thereof would be exchanged for 0.4972 shares of the new parent holding company, (iii) each other Class A Preferred Unit of Mid-Con would be exchanged for 0.7444 shares of the new parent holding company, (iv) each Class B Preferred Unit of Mid-Con owned by Mr. J. Goff or any affiliate thereof would be exchanged for 0.4972 shares of the new parent holding company, (v) each other Class B Preferred Unit of Mid-Con would be exchanged for 0.5297 shares of the new parent holding company, (vi) the membership interests in the Mid-Con GP would be exchanged for 0.4972 shares of the new parent holding company, and (vii) the new parent holding company would have a nine member board of directors, comprising two directors from the Contango board, two directors from the Mid-Con board, two independent directors to be named by the Contango special committee and three independent directors to be name by the Mid-Con conflicts committee.

Between March 27, 2019 and May 3, 2019, the Contango special committee and the Mid-Con conflicts committee exchanged several proposals and counterproposals relating to the potential transaction and evaluated the terms thereof with their respective legal and financial advisors through several telephone conferences and the review of materials and presentations prepared by their respective legal and financial advisors. During this time representatives of Gibson Dunn and Sidley Austin further negotiated the terms of the merger agreement, the voting agreements that certain Contango shareholders and Mid-Con unitholders would enter into in connection with the merger agreement and the proposed governance documents of the combined company.

On April 4, 2019, Mr. Cameron Smith, Chairman of the Mid-Con conflicts committee, delivered a letter to Mr. Joseph J. Romano, Chairman of the Contango board, stating, among other things, that the Mid-Con conflicts committee had concluded that the parties’ differences regarding relative valuation and corporate governance were too significant to be bridged.

Later in April, Mr. J. Goff met with the members of the Mid-Con conflicts committee to discuss these differences and to provide an outlook for the combined company.

On April 18, 2019, representatives of Sidley Austin delivered a revised draft of the merger agreement to Gibson Dunn. The revised merger agreement included, among other things, a revised governance structure for the combined company and more reciprocal representations and warranties and interim operating covenant obligations.

On April 22, 2019, the Contango special committee proposed the following terms to the Mid-Con conflicts committee: (i) each outstanding Mid-Con common unit would be exchanged for 0.4135 shares (or 8.270 shares after giving effect to the 2020 reverse split) of newly issued common stock of a new parent holding company for the combined company’s business, (ii) each Class A Preferred Unit of Mid-Con would be exchanged for 0.7660 shares of the new parent holding company, (iii) each Class B Preferred Unit of Mid-Con would be exchanged for 0.5966 shares of the new parent holding company, and (iv) each outstanding membership interest in the Mid-Con GP would be exchanged for 0.4135 shares of the new parent holding company.

On May 1, 2019, the Mid-Con conflicts committee updated the Mid-Con board and officers on the status of the potential transaction.

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On May 3, 2019, Mr. J. Olmstead contacted a representative of Contango to convey that the consideration last proposed by Contango for the Mid-Con common units did not fully reflect Mid-Con’s net asset value and that the Mid-Con conflicts committee was unwilling to proceed on those economic terms absent Mid-Con’s top executives constituting the executive management team of the combined company.

On that same day, Mr. Smith delivered a letter to Mr. Romano stating that the Mid-Con conflicts committee was no longer willing to pursue a business combination between Contango and Mid-Con. Following delivery of such letter, negotiations relating to the 2019 proposed transaction ceased.

During January 2020, senior management of Contango and Mid-Con discussed prospects for reengaging on a potential transaction between Contango and Mid-Con. On January 28, 2020, the Contango board met with Intrepid and Gibson Dunn to discuss a revised proposal to Mid-Con contemplating a business combination transaction between the two companies.

The following day, the Contango board delivered to the Mid-Con board an indication of interest with the following proposed terms (the “Q1 2020 proposal”): (i) each outstanding Mid-Con common unit would be exchanged for 0.0959 shares (or 1.918 shares after giving effect to the 2020 reverse split) of Contango common stock or $0.35 (or $7.00 after giving effect to the 2020 reverse split) in cash, at the election of the holder thereof, (ii) each Class A Preferred Unit of Mid-Con would be exchanged for 0.6479 shares of Contango common stock, (iii) each Class B Preferred Unit of Mid-Con would be exchanged for 0.5449 shares of Contango common stock and (iv) Mid-Con GP would be acquired for an aggregate of 34,524 shares of Contango common stock or $126,013 in cash, at the election of its owners. Assuming all interests in Mid-Con and Mid-Con GP were exchanged for shares of Contango common stock, the proposal would result in former Mid-Con and Mid-Con GP unitholders collectively owning approximately 11% of the combined company.

At a meeting held on January 29, 2020, the Mid-Con board authorized the Mid-Con conflicts committee to review and negotiate a potential consolidation of Mid-Con with certain of its affiliates, including Mid-Con Energy Operating, LLC and Mid-Con Energy III, LLC (the “Mid-Con consolidation”). On January 30, 2020, Mid-Con announced that Mr. J. Olmstead had informed the Mid-Con board that he was taking a three-month sabbatical. As a result of this sabbatical, the Mid-Con board elected Mr. R. Olmstead as chief executive officer and Mr. Chad B. Roller as president.

At a meeting held on February 10, 2020, the Mid-Con board engaged Petrie Partners to review various strategic alternatives, including the Q1 2020 proposal, and an engagement letter detailing the terms of such engagement was executed that same day. Mr. Colyer did not participate in the vote of the Mid-Con board. During the meeting, Petrie Partners provided a preliminary analysis of the Q1 2020 proposal. Petrie Partners also advised the board on the consolidation.

On February 11, 2020, Mr. R. Olmstead delivered to Mr. Romano a written response to the Q1 2020 proposal requesting an in-person meeting between the parties and an extension of the 2019 NDA that expired on February 10, 2020. Contango and Mid-Con subsequently entered into a letter agreement extending the term of the 2019 NDA to March 15, 2020.

Between February 11, 2020 and February 26, 2020, Petrie Partners updated its financial analysis of Contango in light of the significant transformation of Contango since the last merger discussions, including its acquisition of properties from Will Energy Corporation and White Star Petroleum, LLC, the entry into a new credit facility led by JPMorgan Chase Bank, and the addition of institutional investors, including T. Rowe Price.

On February 26, 2020, the Mid-Con board held a telephone conference with Petrie Partners and Sidley Austin. Mr. Colyer recused himself from any discussion of the proposal or Mid-Con projections or forecasts. At this meeting, Petrie Partners reviewed with the Mid-Con board the Q1 2020 proposal. Based on the materials provided by Petrie Partners and the discussion between the parties related thereto, the Mid-Con board approved a

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counterproposal to the Q1 2020 proposal, which was delivered to the Contango board on February 26, 2020 (the “Q1 2020 counterproposal”). The Q1 2020 counterproposal included, among other things, that (i) each outstanding Mid-Con common unit would be exchanged for either 0.0959 (or 1.918 shares after giving effect to the 2020 reverse split) shares of Contango common stock or $0.37 (or $7.40 after giving effect to the 2020 reverse split) in cash, at the election of the holder, (ii) each Class A Preferred Unit of Mid-Con would be exchanged for 0.6479 shares of Contango common stock, (iii) each Class B Preferred Unit of Mid-Con would be exchanged for 0.5449 shares of Contango common stock and (iv) the Mid-Con GP would be acquired for an aggregate of 34,524 shares of Contango common stock or $133,200 in cash.

On February 28, 2020, the Contango special committee met with representatives of Gibson Dunn and Intrepid to discuss the Q1 2020 counterproposal.

On March 2, 2020, Gibson Dunn delivered a revised draft of the merger agreement to Sidley Austin, which was based on the last draft discussed between the parties in 2019.

On March 6, 2020, Sidley Austin delivered a revised draft of the merger agreement to Gibson Dunn. The revised merger agreement included minor revisions to the merger mechanics and the interim operating and non-solicitation covenants.

On March 10, 2020, Messrs. Romano, Dakan, R. Olmstead, McLawhorn and Roller met to discuss the current market conditions in light of the global response to COVID-19, together with increased production from foreign oil producers (most notably Saudi Arabia and Russia), which resulted in steep declines in the prices of oil and natural gas. At that meeting, Contango informed Mid-Con that it would pause negotiations relating to the proposed transaction, given the deterioration in commodity prices and credit markets.

On March 12, 2020, Messrs. J. Goff, Travis Goff, President of Goff Capital, Inc., Roller and McLawhorn discussed Mid-Con’s plans to address the decrease in commodity prices, senior credit facility and maturity of the Mid-Con Class A and Class B Preferred Units in August 2021. During a Mid-Con board meeting on March 20, 2020, Mr. McLawhorn informed the Mid-Con board that holders of Mid-Con preferred units had initiated discussions regarding Mid-Con’s future plans given the market conditions and Mid-Con’s potential credit issues. Mr. Philip R. Houchin, then Chief Financial Officer of Mid-Con, provided an update to the Mid-Con board on his recent discussions with Wells Fargo in light of Mid-Con’s leverage ratio non-compliance and likely borrowing base deficiency. Mr. Houchin further stated that Wells Fargo had requested an updated forecast and action plan, as well as an update related to the upcoming maturity of Mid-Con’s preferred units. The Mid-Con board authorized Messrs. Roller and McLawhorn to engage in discussions with the holders of Mid-Con preferred units regarding strategic alternatives.

On March 23, 2020, Messrs. McLawhorn and Roller met in Fort Worth, Texas with Messrs. J. Goff and T. Goff, Ms. Jennifer Terrel, Chief Financial Officer of Goff Focused Strategies LLC, and Mr. Bernay Box, Chief Executive Officer of Bonanza Capital Ltd., as representatives of the holders of Mid-Con preferred units, and Messrs. Colyer and Dakan, as representatives of Contango, to discuss the strategic alternatives for addressing Mid-Con’s impending non-compliance and borrowing base deficiency under its senior credit facility and the maturity of the Mid-Con preferred units in August 2021.

On March 27, 2020, Messrs. McLawhorn and Roller provided an update to Messrs. John W. Brown, C. Fred Ball Jr., Cameron O. Smith and Peter A. Leidel, as representatives of the Mid-Con board, on the recent discussion with the holders of Mid-Con preferred units and the status of information being provided by Mid-Con to formulate a restructuring proposal.

On April 1 and 2, 2020, Messrs. McLawhorn and Roller met with Messrs. J. Goff and T. Goff, as representatives of the holders of Mid-Con preferred units, and Messrs. Colyer and Dakan, as representatives of Contango, to discuss negotiating a potential out-of-court restructuring of Mid-Con. The discussions focused on, among other things, plans to reduce Mid-Con’s general and administrative expenses and other operational costs, as well as a potential extension of the August 2021 maturity of the Mid-Con preferred units. Mr. J. Goff, speaking on behalf of the holders of the Mid-Con preferred units, conditioned any potential strategic transaction on restructuring Mid-Con’s corporate structure, including the removal of the Mid-Con GP.

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On April 2, 2020, Mr. T. Goff, as a representative of the holders of the Mid-Con preferred units, delivered a proposal to the Mid-Con board regarding a potential out-of-court restructuring of Mid-Con (the “Preferred Unit term sheet”). The Preferred Unit term sheet included, among other things, that Contango or one of its affiliates would serve as the new operator and service provider for Mid-Con, replacing Mid-Con Energy Operating, LLC.

On April 6, 2020, Messrs. Smith, Ball, Brown and Leidel, as representatives of the Mid-Con board, held a telephonic meeting with Messrs. J. Goff and T. Goff and Ms. Terrell, as representatives of the holders of Mid-Con preferred units, and representatives of Pillsbury Winthrop Shaw Pittman (“Pillsbury”), counsel to J. Goff, Messrs. Colyer and Dakan, as representatives of Contango, Messrs. Roller and McLawhorn and Sidley Austin to discuss the Preferred Unit term sheet. Discussions included a framework for restructuring the Mid-Con preferred units, with a potential proposal contingent on replacing the operator and services provider of Mid-Con to implement cost savings that would reduce Mid-Con’s debt.

Between April 6, 2020 and April 9, 2020, representatives of Mid-Con and the holders of Mid-Con preferred units exchanged several draft term sheets, which included, among other things, a conversion of Mid-Con preferred units into Mid-Con common units.

On April 13, 2020, Messrs. Houchin, McLawhorn, Roller and Ryan M. Logsdon, then Vice President of Business Development of Mid-Con, held a telephonic meeting with representatives from Wells Fargo regarding the potential Mid-Con restructuring as well as a waiver of the leverage ratio covenant in the Mid-Con credit facility.

On April 15, 2020, at the direction of the Mid-Con board, Mr. McLawhorn sent a revised Preferred Unit term sheet to Messrs. J. Goff and T. Goff, as representatives of the holders of the Mid-Con preferred units.

On April 15, 2020 and April 16, 2020, Messrs. Roller and McLawhorn met with Messrs. T. Goff, J. Goff, Dakan and Colyer and Ms. Terrell, as representatives of the holders of Mid-Con preferred units and Contango, and Pillsbury to negotiate the revised draft of the Preferred Unit term sheet. On April 16, 2020, Mr. T. Goff, as representative of the holders of Mid-Con preferred units, sent a revised term sheet to representatives of Mid-Con.

On April 17, 2020, Messrs. Leidel, Brown, Ball and Smith, as representatives of the Mid-Con board, met with Messrs. R. Olmstead, J. Olmstead, McLawhorn and Roller and GableGotwals, counsel for Mid-Con Energy Operating, LLC, and Sidley Austin to discuss the revised draft of the Preferred Unit term sheet. Following discussions, Mr. McLawhorn delivered a revised Preferred Unit term sheet, at the direction of the Mid-Con board, to Messrs. J. Goff and T. Goff, as representatives of the holders of Mid-Con preferred units.

On April 18, 2020, Messrs. Roller and McLawhorn met with Mr. T. Goff and Ms. Terrell, as representatives of the holders of preferred units, Pillsbury and Mr. Dakan, as representative of Contango, to further negotiate the Preferred Unit term sheet.

On April 19, 2020 and April 20, 2020, Messrs. Leidel, Brown, Ball and Smith, as representatives of the Mid-Con board, and Messrs. R. Olmstead, J. Olmstead, McLawhorn and Roller and GableGotwals and Sidley Austin met to discuss the Preferred Unit term sheet. At the direction of the Mid-Con board, Mr. McLawhorn sent the revised Preferred Unit term sheet to Messrs. J. Goff and T. Goff, as representatives of the holders of the Mid-Con preferred units, on April 20, 2020.

Later that day, on April 20, 2020, Messrs. Roller and McLawhorn and Sidley Austin met with Mr. T. Goff and Ms. Terrell, as representatives of the holders of Mid-Con preferred units, Pillsbury and Messrs. Colyer and Dakan, as representatives of Contango, and expressed agreement with the revised Preferred Unit term sheet (the “April 2020 term sheet”).

On April 22, 2020, Messrs. Houchin, J. Olmstead, Roller, McLawhorn and Logsdon and Messrs. J. Goff, T. Goff, Colyer and Dakan, as representatives of the holders of Mid-Con preferred units and Contango, met with

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Wells Fargo to discuss the restructuring of Mid-Con as outlined in the April 2020 term sheet. Wells Fargo indicated support for the out-of-court restructuring but indicated that they would need approval from Wells Fargo’s credit committee and ultimately would need support from the rest of the lenders in the bank group.

On April 28, 2020, Mr. McLawhorn updated the Mid-Con board on the Mid-Con restructuring, including a timeline thereof and the status of bank negotiations.

Between May 5, 2020 and May 7, 2020, representatives of Wells Fargo met with Messrs. McLawhorn, Houchin, Logsdon and Roller and Mr. T. Goff and Ms. Terrell, as representatives of the holders of Mid-Con preferred units, and Messrs. Colyer and Dakan, as representatives of Contango. During the meeting, Wells Fargo outlined the terms of a proposed waiver of the current default under the Mid-Con credit agreement.

On May 18, 2020, representatives of Mid-Con along with representatives of Wells Fargo hosted a spring redetermination meeting with the lenders of the Mid-Con credit facility to seek approval of the default waiver and proposed restructuring, as outlined in the April 2020 term sheet.

On June 2, 2020 and June 3, 2020, the Mid-Con board met to discuss and formally approve the Mid-Con restructuring.

On June 4, 2020, the transaction documents relating to the Mid-Con restructuring were executed by the relevant parties to the transaction, including Mid-Con, Mid-Con GP, the holders of Mid-Con preferred units and Contango. The restructuring provided for the conversion of all Series A and Series B Preferred Units of Mid-Con into common units, transfer of ownership of Mid-Con’s general partner to Mid-Con, resignation of all of Mid-Con’s directors, appointment of a new board of directors, and an agreement that Contango Resources, Inc., a subsidiary of Contango, would become the new operator of Mid-Con’s properties and services provider pursuant to the Management Services Agreement, replacing Mid-Con Energy Operating LLC, an affiliate of Messrs. R. Olmstead and J. Olmstead and Mid-Con’s general partner. A majority of the personnel that had been employed by Mid-Con Energy Operating LLC were subsequently hired by Contango Resources, Inc.

On June 30, 2020, Contango management approached Pillsbury to discuss legal aspects of a merger of Contango and Mid-Con. On July 10, 2020, representatives of Contango informally expressed interest in reopening merger discussions with members of the Mid-Con board. Given the potential conflict of interest that could arise as a result of Mr. T. Goff’s substantial ownership position in Mid-Con and relationship with Contango, the Mid-Con board delegated negotiation of the potential transaction to the Mid-Con conflicts committee, consisting of Mid-Con’s three independent directors, Messrs. Robert Boulware, Fred N. Reynolds and J. Caperton White. Pillsbury was engaged as counsel to the Mid-Con conflicts committee.

In July 2020, due to increases in commodity prices and improvement in the credit and equity markets, Contango reengaged with Intrepid to evaluate a potential business combination with Mid-Con. On July 14, 2020, following discussions among disinterested members of the Contango board and Intrepid and upon the Contango board’s review of the materials prepared by Intrepid relating to a potential business combination between Contango and Mid-Con, Mr. Romano, on behalf of the Contango board, delivered to the Mid-Con conflicts committee an indication of interest regarding a proposal to effect a business combination between Contango and Mid-Con (the “July 14 indication of interest”). Under the July 14 indication of interest, each outstanding Mid-Con common unit would be exchanged for 1.6422 shares of Contango common stock.

On July 15, 2020, Mr. Dakan held a telephone conference with the Mid-Con conflicts committee to discuss the terms of the July 14 indication of interest. During the telephone conference, Mr. Dakan provided an overview of the terms of the July 14 indication of interest.

Later that day, at a meeting of the Mid-Con conflicts committee attended by representatives of Pillsbury, the Mid-Con conflicts committee discussed the potential merits and certain considerations of the July 14 indication

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of interest. Pillsbury then reviewed the preliminary benefits, considerations and processes associated with the transaction proposed in the July 14 indication of interest. In addition, Pillsbury reviewed with the Mid-Con conflicts committee the fiduciary duties and responsibilities of directors implicated by the July 14 indication of interest. After discussion, the Mid-Con conflicts committee determined to further evaluate, with the assistance of Mid-Con’s legal and financial advisors, the July 14 indication of interest and a proposed strategic transaction with Contango. Pillsbury advised that they would follow-up with formal resolutions delegating this authority to the conflicts committee. The resolutions adopted by the Mid-Con board authorized the Mid-Con conflicts committee to (i) review and evaluate any potential conflicts arising in connection with the merger and any related agreements, (ii) consider, explore, review, analyze, and evaluate the terms and conditions of the merger and any related agreements, (iii) negotiate the terms and conditions of the merger and any related agreements, (iv) determine whether the merger and any related agreements are in, or not opposed to, the best interests of the merger and the unaffiliated public unitholders, and (v) determine whether or not to approve, and whether or not to recommend that the Mid-Con board approve, the merger and any related agreements, with any such approval and related recommendation by the Mid-Con conflicts committee constituting “Special Approval” as provided by Section 7.9 of the Mid-Con LPA.

On July 17, 2020, Messrs. Dakan, White and Boulware held a telephonic meeting to discuss the potential business combination and the terms of the July 14 indication of interest. Following the discussion, Mr. Boulware contacted Petrie Partners and confirmed that Petrie Partners would serve as a financial advisor to the Mid-Con conflicts committee under the terms of the February 10, 2020 engagement letter.

On July 20, 2020, the disinterested directors of the Contango board met with Messrs. Dakan, McLawhorn and Gibson Dunn to discuss the initial feedback received from the members of the Mid-Con conflicts committee at the July 17, 2020 telephonic meeting regarding the July 14 indication of interest and the terms and structure of the potential business combination.

On July 22, 2020, Mr. Boulware, on behalf of the Mid-Con conflicts committee, delivered a counterproposal to the July 14 indication of interest (the “July 22 counterproposal”). Later that day, Mr. Boulware held a telephonic meeting with Mr. Dakan to discuss the July 22 counterproposal. Following discussions among the disinterested directors of the Contango board, Mr. Dakan and Gibson Dunn, the Contango board delivered a revised indication of interest (the “July 22 indication of interest”) that incorporated the July 22 counterproposal, which included, among other things, (i) that each outstanding Mid-Con common unit would be exchanged for 1.6422 shares of Contango common stock and (ii) a put right with respect to the Pine Tree and Kitty assets held by Mid-Con in the event that a business combination between Contango and Mid-Con was not consummated in a timely manner. Mid-Con at that time was negotiating a sale of the Pine Tree and Kitty assets with a third party.

On July 24, 2020, at a telephonic meeting of the Mid-Con conflicts committee attended by representatives of Pillsbury and Petrie Partners, Petrie Partners discussed with the Mid-Con conflicts committee the then-current state of the energy markets, the implications of market conditions and trends on Mid-Con’s business, and several strategic options with respect to Mid-Con, including the merits and certain considerations of the July 22 indication of interest. Pillsbury then briefly reviewed the fiduciary duties and responsibilities of directors in connection with the July 22 indication of interest.

On July 28, 2020, the Mid-Con conflicts committee delivered a draft non-binding confidential term sheet to Contango outlining the proposed terms of the business combination between Contango and Mid-Con (the “July 28 term sheet”). The July 28 term sheet included, among other things, (i) that each outstanding Mid-Con common unit would be exchanged for a minimum of 1.6422 shares of Contango common stock, (ii) that the merger agreement would be subject to customary closing conditions, (iii) that a sufficient number of Contango shareholders and Mid-Con unitholders would deliver a sufficient number of written consents to approve the transactions contemplated by the merger agreement, (iv) that each party would be subject to a 30-day exclusivity period and (v) that Mid-Con would be granted a put right with respect to Mid-Con’s Pine Tree and Kitty assets pursuant to which Mid-Con could require Contango to purchase such assets for $9 million in the event that a business combination between Contango and Mid-Con was not consummated in a timely manner.

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On July 28, 2020, the disinterested directors of the Contango board held a telephone conference with Mr. Dakan and Gibson Dunn to discuss the July 28 term sheet and a proposed response. During the meeting, the parties discussed the closing conditions to the proposed business combination and the regulatory approvals related thereto. Additionally, Gibson Dunn provided an overview of the draft merger agreement being prepared by Gibson Dunn relating to be proposed business combination.

On July 29, 2020, Gibson Dunn delivered to Pillsbury a revised term sheet relating to the proposed transaction, which incorporated, among other things, a fixed exchange ratio of 1.6422 shares of Contango common stock and hydrocarbon hedging requirements by Mid-Con. On July 29, 2020, the Mid-Con conflicts committee, at a meeting attended by representatives of Pillsbury and Petrie Partners, discussed the July 28 term sheet with its advisors, including the proposed merger consideration and the newly requested hydrocarbon hedging requirements. Later, on July 29, 2020, Messrs. Boulware and White discussed certain terms of the July 28 term sheet with Mr. Dakan. Among other things, Messrs. Boulware and White requested that Mr. Dakan clarify the new requested hydrocarbon hedging requirements. On July 30, 2020, Gibson Dunn delivered a further revised term sheet, which included a 30-day exclusivity period expiring on August 29, 2020 (the “July 30 term sheet”).

On July 30, 2020, Messrs. Boulware and Dakan executed the July 30 term sheet and executed a mutual non-disclosure agreement to exchange material, non-public information, which had a one-year term. The agreement did not include a standstill.

Following the execution of the July 30 term sheet, the Mid-Con conflicts committee authorized representatives of Contango to begin discussions relating to a possible repayment or refinancing of Mid-Con’s credit facility in connection with the potential business combination with the lender banks under Mid-Con’s credit facility.

From late July through October 2020, Contango held discussions with the lender banks under the Contango and Mid-Con credit facilities to discuss the potential repayment or refinancing of the Mid-Con credit facility and expansion of the Contango credit facility following the contemplated business combination between Contango and Mid-Con.

On August 1, 2020, Gibson Dunn delivered an initial draft of the merger agreement to Pillsbury, which was based on the last draft discussed between the Gibson Dunn and Sidley Austin in March 2020.

On August 3, 2020 and August 5, 2020, Gibson Dunn, Pillsbury and Messrs. Dakan and McLawhorn held telephone conferences to discuss the draft merger agreement and the scope of Mid-Con’s representations and warranties and disclosure obligations related thereto. Pillsbury noted that they would discuss the draft merger agreement with members of Mid-Con management and the Mid-Con conflicts committee and provide a revised draft of the merger agreement for Contango’s and Gibson Dunn’s consideration following such discussions.

On August 3, 2020, Gibson Dunn delivered to Pillsbury an initial draft of a voting agreement pursuant to which certain Mid-Con unitholders would agree to vote in favor of the merger agreement and the transactions contemplated thereby.

On August 5, 2020, representatives of Pillsbury held telephonic meetings with Mr. Boulware and members of Mid-Con’s management team to discuss the contents of the merger agreement, including, among other items, closing conditions, representations and warranties, operating covenants and termination provisions. At the conclusion of these meetings, Mr. Boulware instructed Pillsbury to revise the merger agreement to revise the representations and warranties contained in the merger agreement and confirm that the interim operating covenants permitted Mid-Con to continue to operate its business in the ordinary course during the post-signing and pre-closing period.

Between August 6, 2020 and the date of announcement of agreement on a proposed business combination between Contango and Mid-Con, representatives of Gibson Dunn and Pillsbury further negotiated the terms of

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the merger agreement, the voting agreements that certain Contango shareholders and Mid-Con unitholders would enter into connection with the merger agreement and ancillary documents.

On August 13, 2020, Messrs. Dakan, White and Boulware held a telephone conference to discuss the initial feedback received from the discussions held with the Mid-Con credit facility lender banks.

On August 20, 2020, Gibson Dunn delivered a draft asset purchase agreement to Pillsbury, under which Contango would be required to purchase certain assets, which included the Pine Tree and Kitty assets, from Mid-Con if the merger was not consummated within 90 days after execution of the merger agreement. The parties proposed executing the asset purchase agreement contemporaneously with the proposed merger agreement.

On August 24, 2020, Messrs. Dakan, White and Boulware held a telephone conference to discuss the feedback received from the discussions held with the Mid-Con credit facility lender banks.

On August 27, 2020, Contango and Mid-Con executed an amendment to the July 30 term sheet which extended the expiration of the exclusivity period under the July 30 term sheet from August 29, 2020 to September 13, 2020.

On September 2, 2020, the Mid-Con conflicts committee held a telephonic meeting with Pillsbury and Petrie Partners to receive advice from Pillsbury regarding the draft documents and advice from Petrie Partners regarding the then current state of the energy markets, the proposed terms of the merger agreement and an overview of its preliminary financial analysis of the proposed transaction.

On September 12, 2020, Contango and Mid-Con executed a second amendment to the July 30 term sheet, which further extended the expiration of the exclusivity period under the July 30 term sheet from September 13, 2020 to September 28, 2020.

On September 23, 2020, Contango hosted its fall 2020 lender presentation, which was presented to all lender banks in Contango’s and Mid-Con’s credit facilities to seek commitments for a combined credit facility following the consummation of the proposed merger. Subsequent to this meeting and prior to the execution of the merger agreement, the lenders in both credit facilities committed to a combined credit facility led by JP Morgan Chase Bank, N.A. with an initial borrowing base of $130 million, subject to, among other conditions, closing of the proposed merger.

On October 2, 2020, Contango and Mid-Con executed a third amendment to the July 30 term sheet to extend the exclusivity period under the July 30 term sheet until October 16, 2020.

On October 15, 2020, Contango and Mid-Con executed a fourth amendment to the July 30 term sheet to extend the exclusivity period under the July 30 term sheet until October 31, 2020.

On October 22, 2020, the Mid-Con conflicts committee held a telephonic meeting with Pillsbury and Petrie Partners to receive advice from Pillsbury regarding the draft documents and advice from Petrie Partners regarding the proposed terms of the merger agreement. Pillsbury reviewed with the conflicts committee their fiduciary duties with respect to their evaluation of the proposed business combination and the key terms of the merger agreement, the voting agreements and the asset purchase agreement. Petrie Partners then provided an update of its preliminary financial analysis of the proposed transaction.

Later that day, at the direction of the Mid-Con conflicts committee, Mr. Boulware spoke with Mr. Dakan regarding the exchange ratio for the Contango shares to be offered to Mid-Con unitholders. Mr. Boulware informed Mr. Dakan that the Mid-Con conflicts committee believed that the proper exchange ratio was 1.9590 shares of Contango common stock for each Mid-Con common unit. After discussion, Mr. Dakan informed Mr. Boulware that he would discuss the revised proposal with the Contango disinterested directors.

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On October 23, 2020, Mr. Dakan, on behalf of the Contango board, informed Mr. Boulware that the Contango board believed that the proper exchange ratio was 1.7500 shares of Contango common stock for each Mid-Con common unit. Mr. Boulware informed Mr. Dakan that the Mid-Con conflicts committee was meeting later that day and would discuss the proposal.

Later that same day, the Mid-Con conflicts committee held a telephonic meeting with representatives of Pillsbury and Petrie Partners during which Petrie Partners discussed its preliminary financial analysis of the proposed transaction. The Mid-Con conflicts committee then instructed Petrie Partners to prepare a final presentation of its financial analysis in light of the current Contango proposal to be reviewed at a meeting to be held the following day.

On October 24, 2020, the Mid-Con conflicts committee held a telephonic meeting with representatives of Pillsbury and Petrie Partners during which Petrie Partners presented materials regarding its financial analysis of the proposed transaction. During the presentation, Petrie Partners provided, among other things, (i) an overview of the then current state of the energy markets, (ii) a summary of the terms of the proposed transaction, (iii) a situational analysis for each of Mid-Con and Contango, (iv) a summary of both the Mid-Con and Contango projections, including the underlying assumptions, and (v) a detailed review of the financial analyses performed for both Mid-Con and Contango, including discounted cash flow analysis, comparable transactions analysis, capital market comparison analysis, and a going concern analysis. Representatives of Petrie Partners then described, for the benefit of the Mid-Con conflicts committee, the significance of each valuation analysis method. During the presentation, the Mid-Con conflicts committee asked, and representatives of Petrie Partners answered, questions with respect to Petrie Partners’ financial analyses. Following additional discussion, and at the request of the Mid-Con conflicts committee, Petrie Partners rendered its oral opinion (subsequently confirmed in a written opinion dated October 25, 2020) that, as of the date of such opinion, and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Petrie Partners set forth in its written opinion, the merger consideration was fair, from a financial point of view, to the unaffiliated public unitholders of Mid-Con, as more fully described below in the section titled “—Opinion of the Mid-Con Conflicts Committee’s Financial Advisor.” Pillsbury then reviewed with the Mid-Con conflicts committee their fiduciary duties with respect to their evaluation of the proposed business combination and the key terms of the merger agreement, the voting agreements and the asset purchase agreement.

Following the presentation by Petrie Partners and the Pillsbury’s discussion of fiduciary duties, the Mid-Con conflicts committee then determined that the merger agreement and transactions contemplated thereby were in the best interest of Mid-Con, Mid-Con GP, and each of Mid-Con’s unitholders, including the Mid-Con public unaffiliated unitholders, and voted to recommend that the Mid-Con board approve the merger agreement and transactions contemplated thereby. Following the Mid-Con conflicts committee meeting, a meeting of the Mid-Con board was convened at which the Mid-Con board, by unanimous vote, (i) determined that the merger agreement and the transactions contemplated thereby were in, or not opposed to, the best interests of Mid-Con and its unitholders, (ii) approved the merger agreement and the transactions contemplated thereby, including the merger, and (iii) recommended approval of the merger agreement and the transactions contemplated thereby, including the merger, by the holders of Mid-Con common units. Mr. T. Goff did not participate in the vote of the Mid-Con board.

On October 24, 2020, Pillsbury and Gibson Dunn exchanged comments to the draft merger agreement, asset purchase agreement and draft voting agreements, as well as disclosure schedules. Later that day, the parties finalized the merger agreement, asset purchase agreement, voting agreements and disclosure schedules.

On the morning of October 25, 2020, the Contango board convened a meeting, with Messrs. Dakan, E. Joseph Grady, the Senior Vice President and Chief Financial Officer of Contango, McLawhorn, the now Senior Vice President and General Counsel of Contango, and Roller, the now Senior Vice President and Chief Operating Officer of Contango, and Gibson Dunn and Intrepid in attendance, to consider the proposed final terms of the proposed business combination with Mid-Con. Given the potential conflicts of interest that could arise as a result of Mr. Colyer’s roles as Chief Executive Officer of Contango, as a previous member of the Mid-Con board

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and due to past business relationships with Mr. J. Goff, and Mr. J. Goff’s beneficial ownership in Contango and Mid-Con, Mr. Colyer and Mr. J. Goff recused themselves from the meeting. Gibson Dunn reviewed with the Contango board their fiduciary duties with respect to their evaluation of the proposed business combination and the key terms of the merger agreement, the voting agreements and the asset purchase agreement. Intrepid then provided an overview of its financial analysis of the exchange ratio of 1.7500 shares of Contango common stock for each Mid-Con common unit and then delivered an oral opinion to the Contango board (subsequently confirmed in a written opinion dated the same date) that, as of the date of such opinion, and subject to the various assumptions, procedures, factors, qualifications, limitations and other matters as set forth in its written opinion, the exchange ratio was fair, from a financial point of view, to Contango, as more fully described below in the section titled “—Opinion of Contango’s Financial Advisor.” Prior to the conclusion of the meeting and following discussion of the proposed business combination by the disinterested directors of the Contango board, the Contango board, by unanimous vote of the disinterested directors, (i) determined that the merger agreement and the transactions contemplated thereby are in the best interests of Contango and its shareholders, (ii) approved the merger agreement and the transactions contemplated hereby, and (iii) resolved to recommend approval of the Contango share issuance by Contango’s shareholders.

Later that evening, Contango and Mid-Con executed the merger agreement and the asset purchase agreement, and Contango, Mid-Con and the other parties thereto executed the voting agreements.

On the morning of October 26, 2020, before the opening of the U.S. stock markets, Contango and Mid-Con issued a joint press release announcing the proposed merger and Contango hosted a conference call to discuss the transaction. Contango also issued a press release that morning announcing that it had priced a private placement of 26.5 million shares of Contango common stock for gross proceeds of approximately $39.7 million, with the proceeds intended to be used in connection with the merger and for general corporate purposes, including repayment of debt outstanding under Contango’s revolving credit facility.

Recommendation of the Contango Board and Reasons for the Merger

At a meeting duly called and held on October 25, 2020, the Contango board, by unanimous vote of the disinterested directors, (i) determined that the merger agreement and the transactions contemplated thereby are in the best interests of Contango and its shareholders, (ii) approved the merger agreement and the transactions contemplated thereby, and (iii) resolved to recommend approval of the Contango share issuance by Contango’s shareholders.

In deciding to approve the merger agreement and to recommend that Contango shareholders approve the Contango share issuance, the Contango board consulted with Contango’s management and financial and legal advisors and considered several factors.

The Contango board considered a number of factors when evaluating the merger, many of which support the Contango board’s determination that the merger agreement and transactions contemplated thereby were in the best interests of Contango and its shareholders. The Contango board considered these factors as a whole and without assigning relative weights to each such factor, and overall considered the relevant factors to be favorable to, and in support of, its determinations and recommendations. These factors included:

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The Contango board also considered a variety of risks and other potentially negative factors concerning the merger agreement and the transactions contemplated thereby, including the merger. These factors included:

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This discussion of the information and factors considered by the Contango board in reaching its conclusion and recommendations includes all of the material factors considered by the Contango board but is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the Contango board in evaluating the merger agreement and the transactions contemplated thereby, including the merger, and the complexity of these matters, the Contango board did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weight to those factors. In addition, different members of the Contango board may have given different weight to different factors. The Contango board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall analysis of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the merger agreement and the issuance of Contango common stock pursuant to the merger agreement.

It should be noted that this explanation of the reasoning of the Contango board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the Mid-Con Board and Reasons for the Merger

related agreements, (iii) negotiate the terms and conditions of the merger and any related agreements, (iv) determine whether the merger and any related agreements are in, or not opposed to, the best interests of the merger and the unaffiliated public unitholders, and (v) determine whether or not to approve, and whether or not to recommend that the Mid-Con board approve, the merger and any related agreements, with any such approval and related recommendation by the Mid-Con conflicts committee constituting “Special Approval” as provided by Section 7.9 of the Mid-Con LPA.

The Mid-Con conflicts committee retained Pillsbury Winthrop Shaw Pittman, LLP as its legal counsel and Petrie Partners as its independent financial advisor. The Mid-Con conflicts committee believed that Petrie Partners was independent based on the lack of material business relationships between Petrie Partners and Mid-Con, Contango or their affiliates. The Mid-Con conflicts committee oversaw the performance of financial and legal due diligence by its advisors, conducted an extensive review and evaluation of the potential transaction, including consideration whether to withhold Special Approval and to maintain the status quo, and conducted negotiations with Contango and its representatives with respect to the merger agreement and other related agreements.

The Mid-Con conflicts committee, on October 25, 2020, by unanimous vote, (i) determined that the merger agreement and the merger are in the best interests of Mid-Con and the Mid-Con unaffiliated public unitholders, (ii) approved the merger and the execution, delivery and performance by Mid-Con of the merger agreement (such approval constituting Special Approval as defined in the Mid-Con LPA) and (iii) recommended that the Mid-Con board approve the merger agreement and the merger.

Upon receipt of such recommendation, the Mid-Con board, by unanimous vote on October 25, 2020, determined (i) that the merger and the related agreements, including the merger agreement and the Mid-Con voting and support agreements, are in the best interests of Mid-Con and the Mid-Con unitholders, including the Mid-Con unaffiliated public unitholders, (ii) to approve the merger and the related agreements, including the merger agreement and the Mid-Con voting and support agreements and (iii) to submit the merger agreement to a vote of the Mid-Con unitholders, and authorized the Mid-Con unitholders to act by written consent to approve the merger pursuant to the Mid-Con LPA.

Reasons for the Mid-Con Conflicts Committee’s Recommendation

The Mid-Con conflicts committee consulted with its financial and legal advisors and considered both positive and negative factors in making its determination and approvals, and the related recommendation to the Mid-Con board.

The Mid-Con conflicts committee considered the following factors to be generally positive or favorable in making its determination and approvals, and the related recommendation to the Mid-Con board:

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The Mid-Con conflicts committee considered the following factors to be generally negative or unfavorable in arriving at its determinations and approvals, and the related recommendation to the Mid-Con board:

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In addition to the factors described above, the Mid-Con conflicts committee considered the following procedural factors in making its determination that the merger agreement and the transactions contemplated thereby are in the best interests of Mid-Con and the Mid-Con unaffiliated public unitholders:

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After taking into account all of the factors set forth above, as well as others, the Mid-Con conflicts committee concluded that the potential benefits of the merger outweighed any negative or unfavorable considerations and determined that the merger agreement and the transactions contemplated thereby are in the best interests of Mid-Con and the Mid-Con unaffiliated public unitholders.

The foregoing discussion is not intended to be exhaustive but is intended to address the material information and principal factors considered by the Mid-Con conflicts committee in considering the merger. In view of the number and variety of factors and the amount of information considered, the Mid-Con conflicts committee did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Mid-Con conflicts committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Mid-Con conflicts committee may have given different weights to different factors. The Mid-Con conflicts committee made its recommendation based on the totality of information presented to, and the investigation conducted by, the Mid-Con conflicts committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Certain Contango and Mid-Con Unaudited Prospective Financial and Operating Information

Contango and Mid-Con do not as a matter of course make public long-term forecasts or internal projections as to future performance, revenues, production, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with its evaluation of the merger, Contango’s management and Mid-Con’s operator, Contango Resources, Inc. (“Resources”), prepared certain unaudited internal financial forecasts with respect to Contango and Mid-Con, which were provided to the Contango board and Mid-Con conflicts committee, as well as Contango’s and Mid-Con’s respective financial advisors, in connection with the proposed merger (collectively, the “Contango and Mid-Con projections”). Certain of the Contango and Mid-Con projections were also provided to Contango’s and Mid-Con’s financial advisors for their use and reliance in connection with the financial analyses that Intrepid Partners and Petrie Partners performed in connection with their respective opinions described in “—Opinion of Contango’s Financial Advisor” and “—Opinion of Mid-Con Conflicts Committee’s Financial Advisor.” The inclusion of this information should not be regarded as an indication that any of Contango, Mid-Con, their respective advisors, or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

This information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial and operating information reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Contango’s management and Resources’, including, among others, Contango’s and Mid-Con’s future results, oil and gas industry activity, commodity prices, demand for crude oil and natural gas, the availability of financing to fund the exploration and development costs associated with the respective projected drilling programs, general economic and regulatory conditions, and other matters described in “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” The unaudited prospective financial and operating information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Contango and Mid-Con can give no assurance that the unaudited prospective financial and operating information and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial and operating information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to its business,

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industry performance, the regulatory environment, general business and economic conditions, and other matters described in “Risk Factors.” Please also see “Cautionary Statement Regarding Forward-Looking Statements,” “Where You Can Find More Information” and the Annexes attached hereto.

The unaudited prospective financial and operating information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Contango’s and Mid-Con’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the unaudited prospective financial and operating information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of the independent registered public accounting firm to Contango contained in its Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this joint consent statement/information statement/prospectus, relates to historical financial information of Contango, and such report does not extend to the projections included below and should not be read to do so. The report of the independent registered public accounting firm to Mid-Con contained in its Annual Report on Form 10-K for the year ended December 31, 2019, recast to give effect to the 2020 reverse split, attached hereto as Annex D relates to historical financial information of Mid-Con, and such report does not extend to the projections included below and should not be read to do so.

Furthermore, the unaudited prospective financial and operating information does not take into account any circumstances or events occurring after the date it was prepared. Contango and Mid-Con can give no assurance that, had the unaudited prospective financial and operating information been prepared either as of the date of this joint consent statement/information statement/prospectus or the date of closing of the merger, similar estimates and assumptions would be used. Except as required by applicable securities laws, Contango and Mid-Con do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the unaudited prospective financial and operating information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the merger under GAAP, or to reflect changes in general economic or industry conditions. The unaudited prospective financial and operating information does not take into account all the possible financial and other effects on Contango or Mid-Con of the merger, the effect on Contango or Mid-Con of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed, or not taken in anticipation of the merger. Further, the unaudited prospective financial and operating information does not take into account the effect on Contango or Mid-Con of any possible failure of the merger to occur. None of Contango, Mid-Con or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Contango shareholder or Mid-Con unitholder or other person regarding Contango’s or Mid-Con’s ultimate performance compared to the information contained in the unaudited prospective financial and operating information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial and operating information herein should not be deemed an admission or representation by Contango, Mid-Con, their respective advisors or other representatives or any other person that it is viewed as material information of Contango or Mid-Con, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the unaudited prospective financial and operating information included below is being provided solely because it was made available to the Contango board, Mid-Con conflicts committee and Contango’s and Mid-Con’s respective financial advisors in connection with the merger.

In light of the foregoing, as well as the uncertainties inherent in any forecasted information, Contango shareholders and Mid-Con unitholders are cautioned not to place undue reliance on such information, and Contango and Mid-Con urge all Contango shareholders and Mid-Con unitholders to review Contango’s most recent SEC filings for a description of Contango’s reported financial results and Mid-Con’s most recent SEC filings for a description of Mid-Con’s reported financial results.

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