Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”), today announced the pricing of the previously announced underwritten block trade of 7,500,000 shares of the Company’s Class A common stock (the “Class A Common Stock”) by certain affiliates of EnerVest, Ltd. (the “Selling Stockholders”) resulting in total gross proceeds of $183 million (the “Offering”). The Offering is expected to close on or about November 8, 2022, subject to customary closing conditions. The Company will not sell any shares of its Class A Common Stock in the Offering or receive any proceeds from the Offering.

In connection with the Offering, the Company has agreed to purchase from the Selling Stockholders 2,000,000 shares of the Company’s Class B common stock at a price per share equal to the price per share at which the underwriter purchases shares of the Company’s Class A Common Stock in the Offering (the “Class B Common Stock Purchase”). The Offering is not conditioned upon the completion of the Class B Common Stock Purchase, but the Class B Common Stock Purchase is conditioned upon the completion of the Offering.

Following the closing of the Offering and Class B Common Stock Purchase, the Selling Stockholders will own 8,296,077 Class A and 21,826,805 Class B shares of the Company, or approximately 14% of the total outstanding shares of the Company.

J.P. Morgan is acting as the sole book-running manager for the Offering. The Offering is being made pursuant to an effective shelf registration statement, which has been filed with the Securities and Exchange Commission (the “SEC”) and became effective August 30, 2018. The Offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the SEC’s website at www.sec.gov. Alternatively, J.P. Morgan will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady production growth, strong pre-tax margins, and free cash flow. For more information, visit www.magnoliaoilgas.com.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, including, without limitation, statements regarding the Offering and the Class B Common Stock Purchase, Magnolia’s future financial position, business strategy, budgets, projected revenues, projected costs and plans and objectives of management for future operations are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids (“NGLs”). In addition, Magnolia cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the economic effects of the COVID-19 pandemic and actions taken by federal, state and local governments and other third parties in response to the pandemic; (ii) legislative, regulatory or policy changes, including those following the change in presidential administrations; (iii) the market prices of oil, natural gas and NGLs, and other products or services; (iv) the supply and demand for oil, natural gas, NGLs and other products or services, including impacts of actions taken by the Organization of the Petroleum Exporting Countries and other state-controlled oil companies; (v) production and reserve levels; (vi) geopolitical and business conditions in key regions of the world; (vii) drilling risks; (viii) economic and competitive conditions; (ix) the availability of capital resources; (x) capital expenditures and other contractual obligations; (xi) weather conditions; (xii) inflation rates; (xiii) the availability of goods and services; (xiv) cyber attacks; (xv) occurrence of property acquisitions or divestitures; (xvi) the integration of acquisitions; (xvii) general market, political and economic conditions, including as a result of COVID-19 and the political environment of oil-producing regions, including uncertainty or instability resulting from civil disorder, an outbreak or escalation of armed hostilities or acts of war or terrorism; and (xviii) the securities or capital markets and related risks such as general credit, liquidity, market and interest-rate risks. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

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