Searles Valley Minerals - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• The Debtors, as Sellers: Searles Valley Minerals Inc. (9263); Trona Railway Company LLC (3177); and Searles Domestic Water Company LLC (N/A), whose corporate headquarters and service address is 9401 Indian Creek Parkway, Suite 1000, Overland Park, Kansas 66210.
• On June 15, 2026 (the "Petition Date"), Searles Valley Minerals Inc. and certain of its subsidiaries each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware.
• On July 7, 2026, the Bankruptcy Court entered an order (the "Bidding Procedures Order") in the jointly administered Chapter 11 Cases, which, among other things, approved the Bidding Procedures and certain other relief sought in the Motion [Docket No. 18].

Assets Being Sold

• The Debtors are offering for sale certain or all of the assets (the "Assets") of the Debtors in one or more sale transactions pursuant to Bankruptcy Code section 363 (each, a "Sale Transaction" and collectively, the "Sale").
• The Bidding Procedures set forth the process by which the Debtors are authorized to solicit bids for and conduct an auction (the "Auction") for the sale or disposition of the Assets.
• More detail regarding the Assets will be posted in an electronic data room to be made available to Potential Bidders.

Plan Sale Alternative

• In the alternative to the Sale, a transaction for the sale or transfer of substantially all of the Assets proposed by a Qualified Bidder need not be limited to an asset purchase under section 363, but may instead be structured as a sponsorship of a plan of reorganization (a "Plan Sale," and a bid with respect thereto, a "Plan Bid").
• The Debtors, in consultation with the Consultation Parties, will negotiate and evaluate a bid proposed as a Plan Sale in good faith and in a manner substantively comparable to a bid submitted as an asset purchase agreement, and will use commercially reasonable efforts to take all actions necessary, proper, or advisable to accommodate a bid structured as a Plan Sale.
• The additional statutory conditions to confirmation of a plan of reorganization shall not be deemed a prohibited contingency under the "Determination of Qualified Bid Status" section of the Bidding Procedures.
• If the Successful Bid is a Plan Bid, the Sale Hearing will not occur, and the Debtors will instead seek confirmation of a plan of reorganization consistent with such Plan Bid.

Stalking Horse Bid

• The Debtors, in consultation with the Consultation Parties, may (but are not required to) select one or more Stalking Horse Bidders for the Assets (or one or more subgroupings of Assets) for the purpose of establishing one or more minimum acceptable bids with which to begin the Auction (each, a "Stalking Horse Bid").
• Within two business days of selecting a Stalking Horse Bidder and Stalking Horse Bid, the Debtors shall file a Stalking Horse Bidder Notice disclosing:
  • The identity of any such Stalking Horse Bidder;
  • That no such Stalking Horse Bidder is an "insider" or "affiliate" of the Debtors within the meaning of Bankruptcy Code sections 101(31) and 101(2), respectively; and
  • The amount of any proposed Break-Up Fee, Expense Reimbursement, or other Bid Protections.
• The Stalking Horse Bidder Notice, if filed, shall attach a copy of the proposed Stalking Horse Agreement and a proposed form of order approving the Bid Protections (the "Bid Protections Order").
• Any objection to the Bid Protections set forth in the Stalking Horse Bidder Notice or to the form of the Bid Protections Order must be filed no later than 4:00 p.m. (prevailing Eastern Time) on the date that is five days after the Stalking Horse Bidder Notice is filed. If no objections are timely filed, the Bankruptcy Court may enter the Bid Protections Order on a final basis without further notice or hearing.
• Any Stalking Horse Agreement submitted by a Stalking Horse Bidder will be deemed a Qualified Bid, qualifying such Stalking Horse Bidder to participate in the Auction, and any Stalking Horse Bidder will be deemed a Qualified Bidder at all times.

Credit Bid

• Each of the DIP Lender and the Prepetition Secured Lender shall be deemed a Qualified Bidder and shall have the right (but not the obligation) to credit bid at the Auction all or any portion of the aggregate amount of its applicable outstanding secured obligations pursuant to section 363(k) of the Bankruptcy Code, and any such Credit Bid will be considered a Qualified Bid.
• A Credit Bid as to the Prepetition Secured Lender shall remain subject to the Committee's challenge rights as expressly set forth in the DIP Order, including with respect to the validity, priority, and extent of the Prepetition Secured Lender's liens.
• Any Bid for all or some of any Assets included as part of a Stalking Horse Bid that is made as a Credit Bid shall include cash consideration in an amount equal to or greater than any Bid Protections granted by the applicable Stalking Horse Bidder.
• Any Successful Bid that contains a Credit Bid shall include a cash component sufficient to pay, and earmarked exclusively for the payment of, any Bid Protections and any unfunded portion of the carve out (the "Carve Out") approved under and defined in the DIP Order as of closing.
• If the DIP Lender or the Prepetition Secured Lender submits a Bid (including any Credit Bid), then for so long as such Bid has not been withdrawn, disqualified, or finally rejected, such party shall automatically cease to be treated as a Consultation Party, and the Debtors shall no longer be obligated to consult with it; upon such Bid being withdrawn, disqualified, or finally rejected, such party's consultation rights shall be automatically reinstated on a going-forward basis.

Bid Protections

• The Bid Protections consist of a Break-Up Fee and an Expense Reimbursement Amount (reimbursement of reasonable, documented, and necessary out-of-pocket expenses incurred in connection with the Stalking Horse Bid).
• Subject to the entry and provisions of the Bid Protections Order, if the Debtors designate a Stalking Horse Bidder that is not the Successful Bidder with respect to the Stalking Horse Bid, the Debtors shall be authorized, but not directed, to pay such Stalking Horse Bidder the Break-Up Fee and Expense Reimbursement Amount.
• The Break-Up Fee and Expense Reimbursement Amount shall in the aggregate not exceed 3% of the cash portion of the applicable Transaction Purchase Price for such Stalking Horse Bid.
• No insider or affiliate of the Debtors shall be entitled to any Bid Protections. No other bidder, nor any party making a Credit Bid (irrespective of whether it is a Stalking Horse Bidder), will be entitled to any Bid Protections or any other expense reimbursement, break-up fee, termination fee, or similar payment.
• Except with respect to a designated Stalking Horse Bidder, a Bid must not entitle the Potential Bidder to any break-up fee, termination fee, transaction fee, expense reimbursement, or similar payment, and by submitting a Bid the Potential Bidder waives the right to pursue a substantial contribution claim under 11 U.S.C. § 503. Each Potential Bidder bears its own costs and expenses (including legal fees).
• The sole remedy of any Stalking Horse Bidder against the Debtors shall be the return of the applicable deposit (if applicable) and the Bid Protections in the event the applicable Stalking Horse Agreement is terminated pursuant to its terms.
• If a Stalking Horse Bidder submits an Overbid, it will receive a credit equal to the Bid Protections granted to it pursuant to a Bid Protections Order when bidding during the Auction.

Bid Requirements

• To be eligible for consideration as a Qualified Bid, each Potential Bidder must deliver a written, non-binding LOI prior to the Non-Binding LOI Deadline and a written, irrevocable Bid prior to the Bid Deadline satisfying, among others, the following conditions:
  • Good Faith Offer: Each Bid must constitute a good faith, bona fide offer to purchase all or certain specified Assets.
  • Purchase Price: All Bids (other than a Credit Bid by the DIP Lender and/or Prepetition Secured Lender) must be for cash, clearly setting forth the cash purchase price and any non-cash consideration (the "Transaction Purchase Price"). If only certain Assets are sought, the price must be allocated among the identified categories of Assets, subject to the reserved rights of the Debtors, the Committee, the DIP Lender, and the Prepetition Secured Lender to challenge such allocation.
  • Executed Agreement: Each Bid must be based on the proposed purchase agreement [Docket No. 108] (the "Purchase Agreement") and include executed transaction documents (a "Modified Purchase Agreement"), together with a copy marked against the Purchase Agreement showing all requested changes. Each Modified Purchase Agreement must provide a commitment to close within two business days after all closing conditions are satisfied and a commitment to make all necessary filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any other applicable antitrust, competition, or merger control laws, with such filings submitted on the second business day following the conclusion of the Auction.
  • Designation of Assigned Contracts and Leases: A Bid must identify all executory contracts and unexpired leases the Potential Bidder wishes to assume, specify whether the Debtors or the Potential Bidder will be responsible for cure costs, and include a good faith estimate of such cure costs.
  • Designation of Assumed Liabilities: An LOI and Bid must identify all liabilities the Potential Bidder proposes to assume.
  • Corporate Authority: A Bid must include written evidence of appropriate corporate authorization to consummate the proposed Sale Transaction (and, for a specially formed entity, evidence of equity-holder approval).
  • Disclosure of Identity: A Bid must fully disclose the identity of each entity bidding for or purchasing the Assets or otherwise participating, including any parent companies and any connections, agreements, arrangements, or understandings with the Debtors and their insiders or affiliates, with Karnavati Holdings, Inc. or Nirma Limited or their insiders or affiliates, and concerning any collaborative or joint bid.
  • Contact Information and Affiliates: A Bid must provide the identity and contact information for the Potential Bidder and full disclosure of any parent companies, controlling investors, or fund managers.
  • Proof of Financial Ability to Perform: A Bid must include written evidence of the Potential Bidder's financial ability to consummate a Sale Transaction and information providing adequate assurance of future performance of all contracts and leases to be assumed and assigned.
  • Regulatory and Third-Party Approvals: An LOI and Bid must set forth each required regulatory and third-party approval and the anticipated timing for obtaining it.
  • Conditions/Contingencies: A Bid must not be subject to further due diligence or any financing contingency.
  • Bid Irrevocable: A Bid must remain irrevocable until two business days after the closing of the relevant Sale Transaction, and each Potential Bidder agrees to serve, if designated, as a Backup Bidder should the Successful Bidder fail to close.
  • As-Is, Where-Is: Each Bid must include an acknowledgement that the Potential Bidder conducted its own independent investigation, relied solely on that investigation, and will acquire the Assets without any surviving representations or warranties, on an "as is" and "where is" basis.
  • Consent to Jurisdiction: Each Potential Bidder must submit to the jurisdiction of the Bankruptcy Court, waive any right to a jury trial, and consent to the entry of a final order or judgment.
• Within two business days after the Bid Deadline, the Debtors and their advisors, in consultation with the Consultation Parties, will determine which Potential Bidders are Qualified Bidders and whether Bids constitute Qualified Bids. If a Bid received prior to the Bid Deadline is not a Qualified Bid, the Debtors may provide the Potential Bidder an opportunity to remedy any deficiencies prior to the Auction. Any Bid not deemed a Qualified Bid will not be considered, and a Bid submitted after the Bid Deadline shall not be a Qualified Bid except as provided in section V.(q) of the Bidding Procedures.
• If any Bid is determined not to be a Qualified Bid, the Debtors will refund such Potential Bidder's Good Faith Deposit on or within ten business days after the Bid Deadline.

Good Faith Deposit

• Each Bid must be accompanied by a deposit equal to ten percent (10%) of the cash consideration portion of the Transaction Purchase Price, before any reductions for assumed liabilities or other adjustments (the "Good Faith Deposit"), in the form of a wire transfer, certified check, or other form acceptable to the Debtors.
• No Good Faith Deposit shall be required in connection with any Credit Bid submitted by the DIP Lender and/or the Prepetition Secured Lender pursuant to section 363(k) of the Bankruptcy Code.
• Each Good Faith Deposit will be held in one or more interest-bearing escrow accounts by the Debtors or their agent and shall not become property of the Debtors' estates unless and until released from escrow pursuant to the applicable escrow agreement or order of the Bankruptcy Court.
• The Good Faith Deposit of any Qualified Bidder that is neither the Successful Bidder nor the Backup Bidder shall be returned no later than five business days after the Sale Hearing. If the Backup Bidder is not designated the Successful Bidder, its Good Faith Deposit shall be returned on the earlier of 72 hours after the closing of the applicable transaction with the Successful Bidder and the Outside Backup Date. Upon return, owners shall receive any accrued interest.
• If a Successful Bidder timely closes the winning transaction, its Good Faith Deposit shall be credited toward the purchase price. In the case of a breach or failure to perform by the Successful Bidder (including any Backup Bidder designated as a Successful Bidder), the deposit shall be forfeited to the Debtors as liquidated damages, in addition to all other rights and remedies available at law or in equity, including specific performance, and the Debtors may consummate the transaction at the next highest bid without further order of the Bankruptcy Court.
• The terms pertaining to any Good Faith Deposit submitted by a Stalking Horse Bidder pursuant to a Stalking Horse Agreement shall be governed by the terms of such agreement.

Overbid

• An "Overbid" is any Bid made at the Auction subsequent to the Debtors' announcement of the respective Starting Bid.
• Minimum Overbid Increments:
  • The first Overbid after the Starting Bid (the "First Overbid") must be made in an amount equal to or greater than the sum of (x) the Starting Bid, (y) the amount of any Bid Protections granted to such Starting Bid pursuant to a Bid Protections Order, and (z) $1,000,000; and
  • Any subsequent Overbid after the First Overbid shall be made in increments of not less than $1,000,000.
• To maximize value, the Debtors, in consultation with the Consultation Parties, reserve the right to announce reductions or increases in the minimum incremental Bids at any time during the Auction. Additional consideration may include cash and/or non-cash consideration, with the value of any non-cash consideration determined by the Debtors in their reasonable business judgment.
• Any Overbid must include a description of all changes requested to the Purchase Agreement, Modified Purchase Agreement, or Stalking Horse Agreement (including any changes to designated assigned contracts and leases and assumed liabilities), and must remain open and binding until the Debtors accept a higher or otherwise better Overbid.
• The Debtors shall announce at the Auction the material terms of each Overbid, the total consideration offered, the basis for calculating such consideration, and such other terms as they reasonably determine will facilitate the Auction.

Auction Details

• The Auction, if necessary, shall take place on August 13, 2026 at 10:00 a.m. (prevailing Eastern Time) at the offices of counsel for the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, 395 9th Ave., New York, New York 10001, or such other place (which may be virtual) and time as the Debtors shall notify all Qualified Bidders that have submitted Qualified Bids. The Auction may be postponed, adjourned, or cancelled as the Debtors, in consultation with the Consultation Parties, deem appropriate.
• The Debtors, in consultation with the Consultation Parties, may conduct the Auction in any manner to facilitate a Sale Transaction for all or different subgroupings of the Assets, including conducting multiple Auctions for different subgroupings (each, a "Sub-Auction").
• If two or more Qualified Bids with respect to all or a subgrouping of the Assets are received by the Bid Deadline, the Debtors will conduct the Auction to determine the highest or otherwise best Qualified Bid. If two or more Qualified Bids are not received, the Debtors may determine not to conduct the Auction; if only one Qualified Bid is received, the Debtors may select that Qualified Bidder's Modified Purchase Agreement or Stalking Horse Agreement as the Successful Bid and that Qualified Bidder as the Successful Bidder.
• In determining the highest or otherwise best Qualified Bid (the "Bid Assessment Criteria"), the Debtors, in consultation with the Consultation Parties, will consider any factors they reasonably deem relevant, including: the amount and nature of the consideration (cash and non-cash, including assumed liabilities); the number and nature of changes requested to the Purchase Agreement and any resulting delay, cost, or increased risk of non-consummation; which Assets the bid covers; the total consideration and net benefit to the estates (including any Stalking Horse Bidder's break-up fee or expense reimbursement); the likelihood and timing of closing; the impact on employees, employee claims, and collective bargaining agreements; and the extent to which the transaction results in indefeasible payment in full in cash (or other treatment acceptable to the DIP Lender and Prepetition Secured Lender) of the DIP Obligations, the Liquidity Advance, and the Prepetition Obligations (as defined in the DIP Order).
• Only the Debtors, the DIP Lender, the Prepetition Secured Lender, the Committee, any Qualified Bidder that has submitted a Qualified Bid (including any Stalking Horse Bidders), and their respective representatives and counsel, along with any creditor of the Debtors, may attend the Auction, and only such Qualified Bidders will be entitled to make any further bids.
• The Debtors and their professionals shall direct and preside over the Auction, which shall be transcribed and conducted in rounds. All participating Qualified Bidders are required to bid in each round or forfeit their right to participate in subsequent rounds.
• Each Qualified Bidder participating in the Auction must confirm that it (a) has not engaged in any collusion with respect to the bidding or sale of any Assets, (b) has reviewed, understands, and accepts the Bidding Procedures, and (c) has consented to the core jurisdiction of the Bankruptcy Court.
• At any time, a Qualified Bidder may request that the Debtors announce the then-current highest and best Bid. At the Auction, the Debtors may request best and final offers from the Qualified Bidders.
• The Debtors, in consultation with the Consultation Parties, may select the overall highest or otherwise best Qualified Bid as the Successful Bid, and may reject any Bid that is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, or the Bidding Procedures, or (iii) contrary to the best interests of the Debtors and their estates, creditors, interest holders, or parties in interest.
• Promptly following the conclusion of the Auction, the Debtors shall announce and file notice of the Successful Bid(s) and Successful Bidder(s). Unless otherwise required by the Debtors' fiduciary duties, the Debtors shall not consider any Bids submitted after the conclusion of the Auction (a "Late Bid").

Backup Bidder

• If an Auction is conducted, the Qualified Bidder with the next highest or otherwise best Bid, as determined by the Debtors in consultation with the Consultation Parties, will be designated as the Backup Bidder.
• The Backup Bidder must keep its Backup Bid open and irrevocable until the earlier of (i) 5:00 p.m. (prevailing Eastern Time) on the date that is at least 60 calendar days after entry of the Sale Order (or an order confirming a plan of reorganization if the Successful Bid is a Plan Bid) (the "Outside Backup Date"), or (ii) the closing of the transaction with the Successful Bidder (or the effective date of the plan of reorganization if the Successful Bid is a Plan Bid).
• If, following the Sale Hearing, the Successful Bidder fails to consummate the approved transaction, the Backup Bidder will be deemed to have the new prevailing Bid, and the Debtors will be authorized, but not required, without further order of the Bankruptcy Court, to consummate the transaction with the Backup Bidder.

Due Diligence

• To participate in the bidding process and receive access to due diligence (the "Diligence Materials"), a party must submit to the Debtors (i) an executed confidentiality agreement in a form reasonably satisfactory to the Debtors and (ii) reasonable evidence of the party's financial capability to consummate a Sale Transaction.
• The Debtors will afford any Potential Bidder reasonable time and opportunity to conduct due diligence, including reasonable access to management and the electronic data room; however, the Debtors are not obligated to furnish due diligence information after the Bid Deadline to any party that has not submitted a Qualified Bid.
• The availability of additional due diligence to a Qualified Bidder will cease on the Auction date, provided that any Successful Bidder may continue to conduct due diligence until the closing of the Sale.
• The Debtors reserve the right to withhold any Diligence Materials necessary to protect attorney-client privilege or that are business-sensitive, competitively sensitive, or otherwise not appropriate for disclosure to a Potential Bidder that is a competitor of, or affiliated with a competitor of, the Debtors.
• Each Potential Bidder shall comply with all reasonable requests for additional information and due diligence access regarding its ability to consummate its contemplated transaction. There must be no communications regarding Bids or potential Bids among Potential Bidders unless previously authorized in writing by the Debtors or conducted with the participation of the Debtors or their advisors.

Sale Free and Clear & Successor Liability

• Any property sold pursuant to the Bidding Procedures shall be sold free and clear of all claims, liens, interests, and encumbrances of any kind or nature whatsoever (other than the Assumed Liabilities and the Permitted Encumbrances) to the fullest extent permitted by section 363(f) of the Bankruptcy Code.
• The Assets shall be sold free and clear of any pledges, liens, security interests, encumbrances, successorship liability, claims, charges, options, and interests (collectively, the "Interests") to the maximum extent permitted by Bankruptcy Code section 363, with such Interests to attach to the net proceeds of the sale with the same validity and priority as they applied against the Assets.
• Except as otherwise provided in the applicable Successful Bidder Purchase Agreement or Sale Order, the Assets shall be conveyed at closing in their then-present condition, "AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED."

Assumption and Assignment

• The Assumption Procedures govern the assumption and assignment of the Debtors' executory contracts and unexpired leases (each, an "Assigned Contract") to be assumed pursuant to Bankruptcy Code section 365(b) and assigned to a Successful Bidder pursuant to section 365, subject to the payment of any Cure Payments.
• No later than July 10, 2026, at 11:59 p.m. (prevailing Eastern Time) (the "Assumption and Assignment Service Deadline"), the Debtors shall serve a Contract Assumption Notice via first-class mail on all counterparties to potential Assigned Contracts and provide a copy to any Stalking Horse Bidder.
• The Contract Assumption Notice shall inform each recipient of the timing and procedures relating to the potential assumption and assignment and, to the extent applicable, (i) the Debtors' good faith estimates of the Cure Payments, (ii) whether the potential Assigned Contract is anticipated to be assumed and assigned to any Stalking Horse Bidder, (iii) the Cure Objection Deadline, and (iv) the Sale Objection Deadline; service of the notice does not constitute an admission that any contract is executory or that any stated Cure Payment constitutes a claim.
• The payment of the applicable Cure Payments by the Debtors or any Successful Bidder shall (i) effect a cure of all defaults existing thereunder and (ii) compensate for any actual pecuniary loss resulting from such default.
• Objections to the proposed assumption and assignment or Cure Payment must be in writing, comply with the Bankruptcy Rules and Local Bankruptcy Rules, state with specificity the nature of the objection (and, if applicable, the correct cure amount with supporting documentation), and be filed and served so as to be actually received on or before the 14th day after service of the relevant Contract Assumption Notice or Supplemental Assumption Notice (the "Cure Objection Deadline").
• The deadline for objections solely with respect to (i) the identity of the Successful Bidder or (ii) adequate assurance of future performance shall be the Sale Objection Deadline.
• The Debtors shall have no liability or obligation with respect to defaults relating to the Assigned Contracts arising, accruing, or relating to a period on or after the effective date of assignment.

Transaction Fee

• Any Sale Transaction Fee or Other Sale Transaction Fee due to Lazard as a result of the closing of any Sale Transaction shall be segregated and escrowed for the exclusive benefit of Lazard from the proceeds of such Sale Transaction, as an express carve out from the collateral of the Prepetition Secured Lender and the DIP Lender, prior to any other use or distribution of such proceeds.
• Any Successful Bid (including on account of any successful Credit Bid) must contain a cash component sufficient to pay the corresponding Sale Transaction Fee or Other Sale Transaction Fee in full; if the Sale Transaction does not yield sufficient cash at closing, the Successful Bidder shall set aside from its own funds and escrow at closing any amount necessary to pay Lazard such unpaid portion in full.

Consultation Parties

• The Consultation Parties are the DIP Lender, the Prepetition Secured Lender, and the Official Committee of Unsecured Creditors appointed by the U.S. Trustee (the "Committee"), together with each of their respective advisors.
• The Debtors shall not be required to consult with any Consultation Party during any period in which such party has ceased to be a Consultation Party pursuant to the Bidding Procedures.
• Any consultation rights provided to the Consultation Parties shall not limit the Debtors' discretion in any way and shall not include the right to veto any decision made by the Debtors in the exercise of their business judgment, without impacting any consent rights the DIP Lender may have under the DIP Order or the DIP Loan Documents.

Reservation of Rights

• All rights of the DIP Lender and the Prepetition Secured Lender to consent to the sale of any portion of their respective collateral, including any Assets, on terms and conditions acceptable to them, are expressly reserved and not modified, waived, or impaired by the Bidding Procedures.
• Nothing in the Bidding Procedures shall prejudice the substantive rights of any party, including with respect to the Debtors' evaluation of any bid.
• The Committee reserves all of its rights and remedies, including the right to (a) object to the Sale Order, Stalking Horse Agreement, or such other agreements to be utilized for one or more sales; (b) object to any sale(s) and the assumption and assignment of any executory contract(s) or unexpired lease(s), or associated cure amount(s), on any basis including any good faith purchaser findings pursuant to 11 U.S.C. § 363(m); and (c) object to any Credit Bid.

Sale Notice

• The Sale Notice is approved. Within three business days following entry of the Bidding Procedures Order or as soon as reasonably practicable thereafter (the "Mailing Date"), the Debtors will cause the Sale Notice to be served on, among others, all entities reasonably known to have expressed a bona fide interest in acquiring any of the Assets during the preceding year; all entities known to have asserted any claim, lien, interest, or encumbrance in or upon any of the Assets; applicable federal, state, and local regulatory or taxing authorities and recording offices; the U.S. Trustee; counsel to the Prepetition Secured Lender; counsel to the DIP Lender; and the parties on the Debtors' consolidated list of their 30 largest unsecured creditors.
• On the Mailing Date or as soon as reasonably practicable thereafter, the Debtors shall publish a notice, substantially in the form of the Sale Notice, on one occasion, in the national edition of The New York Times and The Daily Independent, a local publication based in Ridgecrest, California.

Sale Hearing

• The Sale Hearing will commence on August 26, 2026 at 1:30 p.m. (prevailing Eastern Time) before the Honorable Brendan L. Shannon of the United States Bankruptcy Court for the District of Delaware, 824 Market St. N., 6th Floor, Courtroom #1, Wilmington, Delaware 19801, and may be adjourned by the Debtors, in consultation with the Consultation Parties, without further notice other than by announcement in open Court or on the docket.
• Each Successful Bid (including any Backup Bid subsequently deemed a Successful Bid) will be subject to Bankruptcy Court approval. At the Sale Hearing, the Debtors will present the Successful Bid(s) to the Bankruptcy Court for approval, and the Debtors will be deemed to have accepted a Qualified Bid only upon such approval.

Key Dates

• Mailing Date for Sale Notice: July 7, 2026, at 11:59 p.m. (prevailing Eastern Time)
• Assumption and Assignment Service Deadline: July 10, 2026, at 11:59 p.m. (prevailing Eastern Time)
• Non-Binding LOI Deadline: July 10, 2026, at 11:59 p.m. (prevailing Eastern Time)
• Bid Deadline (due date for Bids and Good Faith Deposits): August 6, 2026, at 11:59 p.m. (prevailing Eastern Time)
• Auction (if necessary): August 13, 2026, at 10:00 a.m. (prevailing Eastern Time)
• Deadline to enter into and file Successful Bidder Purchase Agreement (the "Transaction Approval Filing"): August 17, 2026, at 11:59 p.m. (prevailing Eastern Time)
• Sale Objection Deadline: August 18, 2026, at 4:00 p.m. (prevailing Eastern Time)
• Response Deadline to Sale Objections: August 19, 2026, at 11:59 p.m. (prevailing Eastern Time)
• Sale Hearing: August 26, 2026, at 1:30 p.m. (prevailing Eastern Time)