Item 7.01. Regulation FD Disclosure.
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The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
In connection with the Business Combination by and among the Grey Rock Funds and
ENPC, Granite Ridge and ENPC have filed a registration statement on Form S-4 (as
may be amended from time to time, the "Registration Statement") that includes a
preliminary proxy statement/prospectus of ENPC and a preliminary prospectus of
Granite Ridge, and after the Registration Statement is declared effective, ENPC
will mail a definitive proxy statement/prospectus relating to the Business
Combination to ENPC's stockholders. The Registration Statement, including the
proxy statement/prospectus contained therein, when declared effective by the
When available, the definitive proxy statement/prospectus and other relevant
materials for the Business Combination will be mailed to ENPC stockholders as of
a record date to be established for voting on the Business Combination.
Stockholders will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the
Participants in the Solicitation
ENPC, Granite Ridge, Grey Rock and their respective directors, officers and
related persons may be deemed participants in the solicitation of proxies of
ENPC stockholders in connection with the Business Combination. ENPC stockholders
and other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of ENPC, and a description of
their interests in the preliminary proxy statement/prospectus of Granite Ridge
filed with the
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Forward Looking Statements
This Current Report includes certain statements that may constitute
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "forecast," "intends,"
"may," "might," "outlook," "plan," "possible," "potential," "predict,"
"project," "should," "would" and other similar words and expressions may
identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking statements in this
Current Report may include, for example, statements about the future financial
performance of Granite Ridge following the Business Combination; the timing and
ability to complete the Business Combination; changes in the Grey Rock Funds' or
Granite Ridge's strategy, future operations (including operations by the
operators drilling the assets of the Grey Rock Funds or Granite Ridge),
financial position, estimated revenues and losses, projected costs, prospects,
plans and objectives of management. These forward-looking statements are based
on information available as of the date of this Current Report, and current
expectations, forecasts and assumptions, and involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be
relied upon as representing the Grey Rock Funds', ENPC's or Granite Ridge's
views as of any subsequent date, and none of the Grey Rock Funds, ENPC or
Granite Ridge undertakes any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made, whether as a
result of new information, future events or otherwise, except as may be required
under applicable securities laws. You should not place undue reliance on these
forward-looking statements. As a result of a number of known and unknown risks
and uncertainties, the Grey Rock Funds' and Granite Ridge's actual results or
performance may be materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual results to
differ include: (i) the timing to complete the Business Combination; (ii) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the definitive agreements relating to the Business
Combination; (iii) the outcome of any legal proceedings that may be instituted
against ENPC, the Grey Rock Funds, Granite Ridge or others following
announcement or closing of the Business Combination; (iv) the inability to
complete the Business Combination due to the failure to obtain the approval of
ENPC stockholders; (v) Granite Ridge's success in retaining or recruiting, or
changes required with regards to, its officers, key employees or directors
following the Business Combination; (vi) Granite Ridge's ability to obtain the
listing of its common stock and warrants on the
No Offer or Solicitation
This Current Report relates to the Business Combination by and among the Grey Rock Funds and ENPC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedSeptember 19, 2022 . 104 Cover Page Interactive Data file (embedded within the Inline XBRL document).
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