Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on November 18, 2019, Approach Resources Inc. ("Approach," the "Company," the "Seller" or "we") and all of its subsidiaries (the "Filing Subsidiaries and, together with Approach, the "Debtors") filed voluntary petitions (collectively, the "Bankruptcy Petitions") under chapter 11 ("Chapter 11"), of Title 11 of the U.S. Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Court"), thereby commencing the Chapter 11 cases captioned In re Approach Resources Inc., et al., Case No. 19-36444 (Bankr. S.D. Tex.) (the "Chapter 11 Cases").

As previously disclosed, the Debtors have considered, among other things, sales of all or substantially all of their assets pursuant to Section 363 of the Bankruptcy Code. In February 2020, the Company and certain of the Filing Subsidiaries entered into an asset purchase agreement (the "Alpine APA") with Alpine Energy Acquisitions, LLC ("Alpine"); however, also as previously disclosed, the Alpine APA was not consummated and the parties ultimately entered into a Global Compromise Settlement Agreement and Mutual General Release (the "Settlement Agreement") that resulted in the termination of the Alpine APA. The Settlement Agreement was approved by the Court on July 2, 2020.

On September 3, 2020, the Company and certain of the Filing Subsidiaries entered into an asset purchase agreement (the "APA") with Zarvona III-A, L.P., a Delaware limited partnership ("Zarvona") and an affiliate of Zarvona Energy LLC. Pursuant to the terms of the APA, the Company has agreed to sell substantially all of the Debtors' assets, (the "Assets," and such sale, the "Asset Sale") for $115.5 million, subject to certain customary purchase price adjustments as set forth in the APA (the "Purchase Price"). Simultaneously with the execution of the APA, Zarvona deposited $11.55 million into escrow, and upon the closing of the transactions contemplated by the APA, such deposit will be released to the Seller and credited against the Purchase Price. The APA is subject to Court approval.

The foregoing description of the APA does not purport to be complete and is qualified in its entirety by reference to the APA, which has been filed with the Court and is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Information regarding the Chapter 11 Cases is available through the Company's website under the Restructuring Information tab, which contains a link to the claims agent's website, https://dm.epiq11.com/approachresources.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.       Description
2.1*                Asset Purchase Agreement, between Approach Resources Inc. and
                  Zarvona III-A, L.P., dated as of September 3, 2020

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request.




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