AND CARRIZO ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY
BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY CALLON AND CARRIZO WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CALLON, CARRIZO AND THE PROPOSED
TRANSACTION.
Investors will be able to obtain free copies of the Registration Statement and joint proxy statement/prospectus, as each may be amended from
time to time, and other relevant documents filed by Callon and Carrizo with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Callon will be available free of
charge from Callons website at www.callon.com under the Investors tab or by contacting Callons Investor Relations Department at (281)
589-5200
or IR@callon.com. Copies of documents
filed with the SEC by Carrizo will be available free of charge from Carrizos website at www.carrizo.com under the Investor Relations tab or by contacting Carrizos Investor Relations Department at (713)
328-1055
or IR@carrizo.com.
Participants in the Proxy Solicitation
Callon, Carrizo and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC
rules, to be participants in the solicitation of proxies from Callons stockholders and Carrizos shareholders in connection with the proposed transaction. Information regarding the executive officers and directors of Callon is included in
its definitive proxy statement for its 2019 annual meeting filed with the SEC on March 27, 2019. Information regarding the executive officers and directors of Carrizo is included in its definitive proxy statement for its 2019 annual meeting
filed with the SEC on April 2, 2019. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and
joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this communication concerning the proposed transaction, including any statements regarding the expected timetable for completing the
proposed transaction, the results, effects, benefits and synergies of the proposed transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Callons or
Carrizos future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements based on assumptions currently believed to be
valid. Forward-looking statements are all statements other than statements of historical facts. The words anticipate, believe, ensure, expect, if, intend, estimate,
probable, project, forecasts, predict, outlook, aim, will, could, should, would, potential, may,
might, anticipate, likely plan, positioned, strategy, and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify
forward-looking statements. The forward-looking statements are intended to be subject to 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.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ
materially from those anticipated, including, but not limited to, failure to obtain the required votes of Callons stockholders or Carrizos shareholders to approve the transaction and related matters; whether any redemption of
Carrizos preferred stock will be necessary or will occur prior to the closing of the transaction; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or
that the closing of the proposed transaction 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 Callon and Carrizo; the effects of the business combination of Callon and Carrizo, including the combined
companys 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; and the risks of oil and gas activities. Expectations regarding business outlook, including changes in revenue,
pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in Callons Annual Report on Form
10-K
for the year ended December 31, 2018 and in its subsequent Quarterly Report on Form
10-Q
for the quarter ended March 31, 2019, each of which is on file with the
SEC and available from Callons website at www.callon.com under the Investors tab, and in other documents Callon files with the SEC, and in Carrizos Annual Report on Form
10-K
for the
year ended December 31, 2018 and in its subsequent Quarterly Report on Form
10-Q
for the quarter ended March 31, 2019, each of which is on file with the SEC and available from Carrizos website
at
www.carrizo.com
under the Investor Relations tab, and in other documents Carrizo 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 Callon nor Carrizo 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.