FALCON MINERALS CORP: Results of Operations and Financial Condition, Financial Statements and Schedules (Form 8-K)

Item 2.02. Results of Operations and Financial Condition.

At March 10, 2022, Falcon Minerals Corporation (the “Company”) has issued a press release regarding its financial results for the fourth quarter and full year 2021. A copy of the press release is provided as Exhibit 99.1 to this Current Report on Form 8-K ( this “Current Report”) and is incorporated herein by reference. The information contained in this current report, including Exhibit 99.1, is provided and will not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the obligations of this section. The information contained in this current report shall not be incorporated by reference in any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Section 9.01. Financial statements and supporting documents.

 (d) Exhibits

Exhibit No.   Description of Exhibit
99.1            Press release
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This current report contains forward-looking statements that involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. The Company cautions readers not to place undue reliance on these forward-looking statements, as forward-looking information is not a guarantee of future performance. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “could”, “plan”, ” seek”, “possible”, “potential”, “predict”, “project”, “prospects”, “directions”, “prospects”, “should”, “would”, “shall” and similar expressions can identify statements forward-looking, but the absence of such words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements about future financial and operating results, future dividends paid, the tax treatment of dividends paid, the Company’s plans, initiatives, objectives, expectations and intentions, the anticipated impact and timing of the proposed Desert Peak transaction, [including the combined company’s expected
performance,] and other statements that are not historical facts. Although forward-looking statements are based on assumptions and analyzes made by the Company that it believes are reasonable under the circumstances, whether actual results and developments will meet the Company’s expectations and forecasts depends on a a number of risks and uncertainties that could cause the actual results, performance and financial condition to differ materially from its expectations. See “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020as amended on Form 10-K/A, and in Falcon’s Quarterly Reports on Form 10-Q, filed with the
Security and Exchange Commission (the “SEC”) for a discussion of the risk factors that affect our business. Any forward-looking statement made in this current report speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may arise from time to time and not all of them can be predicted. Neither Desert Peak nor the Company undertakes to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as required by law.

Additional information and where to find it

In connection with the proposed transaction, the Company has filed with the SECOND
a proxy statement at Schedule 14A (the “Proxy Circular”) and will file other materials with the SECOND regarding the proposed transaction. The proxy statement will be sent or delivered to shareholders of the Company and will contain important information about the proposed transaction and related matters. INVESTORS ARE ADVISED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement and other relevant documents filed by the Company with the SECOND to DRY website at www.sec.gov. You can also obtain Company documents on its website at www.falconminerals.com. The references to the DRY website and our website are for the convenience of investors and should not be considered incorporated into any Company filing. All website addresses in this prospectus are intended to be inactive textual references only.

Participants in the solicitation

The Company, Desert Peak and certain of their respective directors, officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction and may have direct or indirect interests in the proposed transaction. Information about the company’s directors and officers is set forth in the company’s proxy statement on Schedule 14A for its 2021 annual meeting of shareholders, filed with the SECOND
to April 23, 2021its annual report on Form 10-K for the fiscal year ended
December 31, 2020filed with the SECOND to March 12, 2020as amended on Form 10-K/A, filed with the SECOND to May 5, 2021and its other documents which are filed with the SECOND. Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by holding securities or otherwise, is set forth in the proxy statement. Other relevant documents will be filed with the SECOND regarding the proposed transaction when they become available. Investors should read the proxy statement carefully before making any voting or investment decisions. Investors can obtain free copies of these documents using the sources listed above.


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