Lonestar Resources US Inc. (NASDAQ:LONE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Battlecat Purchase Agreement

On May26, 2017, Lonestar Resources US Inc. (the
Company) entered into a purchase and
sale agreement (the Battlecat
Agreement) with Battlecat Oil Gas, LLC (
Battlecat), to which the Company agreed
to purchase certain oil and gas properties in Dewitt, Gonzales
and Karnes Counties, Texas (the Battlecat
Assets).

The unadjusted purchase price for the Battlecat Assets is
approximately $60million consisting of (i) $55million to be paid
in cash and (ii)approximately 1.2million shares (the
Battlecat Shares) of the Companys
ClassA Voting Common Stock, $0.001 par value per share
(ClassA
Stock), subject to customary purchase price
adjustments including, among others, adjustments for revenues and
expenses, the estimated cost of any environmental liabilities and
title defects and title benefits.

Upon execution of the Battlecat Agreement, the Company paid 10%
of the unadjusted purchase price, or $6million, as a deposit (the
Battlecat Deposit). The Battlecat
Deposit is refundable to the Company if the Battlecat Agreement
is terminated for certain reasons, including, but not limited to,
closing of the transactions contemplated by the Battlecat
Agreement (the Battlecat Closing) has
not been consummated by August9, 2017, material adjustments to
the purchase price related to title defects and environmental
liabilities and certain breaches of the Battlecat Agreement by
Battlecat. Additionally, in connection with the Battlecat
Closing, Battlecat and the Company will enter into a Registration
Rights Agreement that will grant Battlecat customary registration
rights for the Battlecat Shares.

The Battlecat Agreement contains representations and warranties,
covenants, termination and indemnification provisions that are
customary for this type of transaction. The representations and
warranties and covenants in the Battlecat Agreement were made or
agreed to, among other things, to provide the parties with
specified rights and obligations and to allocate risk among the
parties. Accordingly, the Battlecat Agreement should not be
relied upon as constituting a description of the state of affairs
of any of the parties or their affiliates at the time it was
entered into or otherwise. The Battlecat Closing is expected to
be consummated by late June 2017, subject to the satisfaction of
customary closing conditions.

This summary of the Battlecat Agreement and the transactions
contemplated thereby does not purport to be complete, and is
qualified in its entirety by reference to the full text of the
Battlecat Agreement, which is filed as Exhibit2.1 to this Current
Report on Form8-K and is incorporated into this Item 1.01 by
reference.

Marquis Purchase Agreement

On May26, 2017, the Company entered into a purchase and sale
agreement (the Marquis Agreement and,
together with the Battlecat Agreement, the Purchase
Agreements) with SN Marquis LLC, a subsidiary of
Sanchez Energy Corporation (Marquis),
to which the Company agreed to purchase certain oil and gas
assets in Fayette, Gonzales and Lavaca Counties, Texas (the
Marquis Assets and, together with the
Battlecat Assets, the Assets).

The unadjusted purchase price for the Marquis Assets is
approximately $57,000,000million consisting of (i) $50million to
be paid in cash and (ii) 1.5million shares (Marquis
Shares) of ClassA Stock, subject to customary
purchase price adjustments including, among others, adjustments
for revenues and expenses, the estimated cost of any
environmental liabilities and title defects and title benefits.

Upon execution of the Marquis Agreement, the Company paid 10% of
the unadjusted purchase price, or $5.7million, as a deposit (the
Marquis Deposit). The Deposit is
refundable to the Company if the Battlecat Agreement is
terminated for certain reasons, including, but not limited to,
closing has not been consummated as of July14, 2017, material
adjustments to the purchase price related to title defects or
environmental liabilities or breach of the Marquis Agreement by
Marquis. Additionally, in connection with the closing of the
transactions contemplated by the Marquis Agreement, Marquis and
the Company will enter into a Registration Rights Agreement that
will grant Marquis customary registration rights for the Marquis
Shares.

The Marquis Agreement contains representations and warranties,
covenants, termination and indemnification provisions that are
customary for this type of transaction. The representations and
warranties and covenants in the Marquis Agreement were made or
agreed to, among other things, to provide the parties with
specified rights and obligations and to allocate risk among the
parties. Accordingly, the Marquis Agreement should not be relied
upon as constituting a description of the state of affairs of any
of the parties or their affiliates at the time it was entered
into or otherwise. The transactions contemplated by the Marquis
Agreement are expected to close by late June 2017, subject to the
satisfaction of customary closing conditions.

This summary of the Marquis Agreement and the transactions
contemplated thereby does not purport to be complete, and is
qualified in its entirety by reference to the full text of the
Marquis Agreement, which is filed as Exhibit2.2 to this Current
Report on Form8-K and is incorporated into this Item 1.01 by
reference.

Securities Purchase Agreement

As part of the financing for the acquisition of the Assets, on
May26, 2017, the Company and Chambers Energy Capital III, LP (the
Purchaser) entered into a Securities
Purchase Agreement (the SPA), to which
the Company agreed to sell to the Purchaser, in a private
placement under the Securities Act of 1933, as amended (the
Securities Act), (i) 20,000 shares of
the Companys Series A-1 Convertible Participating
Preferred Stock, par value $0.001 per share (the
Series A-1 Stock), and (ii) 60,000
shares of the Companys Series A-2 Convertible Participating
Preferred Stock, par value $0.001 per share (the
Series A-2 Stock and, together with the
Series A-1 Stock,
the Preferred Stock), for an aggregate
purchase price of approximately $78million, to the terms of the
SPA. The terms of the Series A-1 Stock and Series A-2 Stock will
be set forth in the respective Certificate of Designations
(together, the Certificates of
Designations) for each series, a form of each is
attached to the SPA.