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Contura, Alpha amend, restate planned merger agreement

September 29, 2018

BRISTOL, Tenn. — Contura Energy, Alpha Natural Resources Holdings and ANR Inc., announced Thursday in a press release that the companies have entered into an amended and restated merger agreement, providing an increase in merger consideration to Alpha stockholders and the payment of a special dividend by Alpha.

“The transaction, the amended terms of which have been unanimously approved by the boards of directors of all parties, is expected to close in the fourth quarter of 2018, subject to Alpha stockholder approval and the satisfaction of other customary conditions,” the release stated.

Under the terms of the amended and restated agreement, Alpha stockholders will receive 0.4417 Contura common shares for each ANR Inc. Class C-1 share and each share of common stock of Alpha Natural Resources Holdings, Inc. they own, according to the release. That represents approximately 48.5 percent ownership in the merged entity, the release said.

Prior to the closing of the transaction, Alpha stockholders also will receive a special cash dividend in an amount equal to $2.725 for each Class C-1 share and each share of common stock of Alpha Natural Resources Holdings, Inc. they own, according to the release.

Stockholders of Alpha, who collectively hold approximately 38 percent of the shares of common stock of Alpha Natural Resources Holdings Inc. and approximately 35 percent of the shares of ANR Inc. Class C-1 common stock, have entered into voting and support agreements where they have agreed to vote their shares in favor of the transaction, subject to the terms and conditions of the voting and support agreements.

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