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Acquisition of equity interests and other interests in Aethon III LLC, Aethon United LP and related companiesCounterpartyAethon III LLC, Aethon United LP, Related companies
Disclosing companyMitsubishi Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
Execution Date / Effective Date14 July 2026 (U.S. time; acquisition completed)
Target company
Special-purpose company (SPC) established to invest in the U.S. shale gas business, Holding company owning oil and natural gas-related assets and related subsidiaries under Aethon III LLC, Holding company owning oil and natural gas-related assets and related subsidiaries under Aethon United LP, Special-purpose company (SPC) holding partnership interests in Aethon United LP, Special-purpose company (SPC) holding partnership interests in Aethon United LP, Company holding assets related to the operating functions associated with the acquisition, Company holding assets related to the operating functions associated with the acquisition
Location Houston, Texas, United States, Dallas, Texas, United States, Dallas, Texas, United States, Toronto, Ontario, Canada, Palm Beach, Florida, United States, Wilmington, Delaware, United States, Dallas, Texas, United StatesShare capital USD 2,203.7 million, USD 591.1 million, USD 544.1 million, USD 507.9 million, USD 168.4 million, USD 142.1 million, USD 142.1 millionDate of incorporation 5 November 2025, 7 November 2018, 18 April 2016, 18 September 2015, 29 April 2015, 19 November 2025, 3 November 2025
Net SalesAethon III BR LLC: USD 1,216,748,000 (fiscal year ended December 2025), Aethon United BR LP: USD 4,843,368,000 (fiscal year ended December 2025), EM Holdco LLC: USD 3,491 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 17,159,269 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed
Operating profitAethon III BR LLC: USD 328,468,000 (fiscal year ended December 2025), Aethon United BR LP: USD 341,051,000 (fiscal year ended December 2025), EM Holdco LLC: -USD 66,463,974 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 25,876,731 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed
Net income for the current fiscal yearAethon III BR LLC: USD 254,851,000 (fiscal year ended December 2025), Aethon United BR LP: USD 222,604,000 (fiscal year ended December 2025), EM Holdco LLC: -USD 66,487,047 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 25,876,731 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed
Net assetsAethon III BR LLC: USD 1,482,011,000 (fiscal year ended December 2025), Aethon United BR LP: USD 1,473,837,000 (fiscal year ended December 2025), EM Holdco LLC: USD 389,982,627 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 278,624,273 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed
Impact on Business Performance
The impact of this change in specified subsidiary status on the Company's financial results and financial position is immaterial.
Procedures and assumptions
Management structure after acquisitionThe entities are wholly owned subsidiaries of the Company, and 3 or 4 of the Company's officers and employees concurrently serve as directors of certain subsidiaries. The functions and assets of Adamas Bridge Capital LLC are scheduled to be transferred to Adamas Energy LLC during the fiscal year.
Reason for becoming a specified subsidiaryIt was confirmed that the capital would be equivalent to at least 10% of the Company's capital
| Item | Details |
|---|---|
| Transaction name | Acquisition of equity interests and other interests in Aethon III LLC, Aethon United LP and related companies |
| Counterparty name | Aethon III LLC, Aethon United LP, Related companies |
| Name of the Subject Company | Diamond Resource Corporation, Aethon III BR LLC (planned trade name: DR III BR LLC), Aethon United BR LP (planned trade name: DR United BR LP), EM Holdco LLC, RBCP Platform FD Blocker I, LLC, Adamas Bridge Capital LLC, Adamas Energy LLC |
| Business Description of the Subject Company | Special-purpose company (SPC) established to invest in the U.S. shale gas business, Holding company owning oil and natural gas-related assets and related subsidiaries under Aethon III LLC, Holding company owning oil and natural gas-related assets and related subsidiaries under Aethon United LP, Special-purpose company (SPC) holding partnership interests in Aethon United LP, Special-purpose company (SPC) holding partnership interests in Aethon United LP, Company holding assets related to the operating functions associated with the acquisition, Company holding assets related to the operating functions associated with the acquisition |
| Location of the Subject Company | Houston, Texas, United States, Dallas, Texas, United States, Dallas, Texas, United States, Toronto, Ontario, Canada, Palm Beach, Florida, United States, Wilmington, Delaware, United States, Dallas, Texas, United States |
| Capital Stock of the Subject Company | USD 2,203.7 million, USD 591.1 million, USD 544.1 million, USD 507.9 million, USD 168.4 million, USD 142.1 million, USD 142.1 million |
| Date of Establishment of the Subject Company | 5 November 2025, 7 November 2018, 18 April 2016, 18 September 2015, 29 April 2015, 19 November 2025, 3 November 2025 |
| Net Sales of the Subject Company | Aethon III BR LLC: USD 1,216,748,000 (fiscal year ended December 2025), Aethon United BR LP: USD 4,843,368,000 (fiscal year ended December 2025), EM Holdco LLC: USD 3,491 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 17,159,269 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed |
| Operating Profit of the Subject Company | Aethon III BR LLC: USD 328,468,000 (fiscal year ended December 2025), Aethon United BR LP: USD 341,051,000 (fiscal year ended December 2025), EM Holdco LLC: -USD 66,463,974 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 25,876,731 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed |
| Net Income of the Subject Company | Aethon III BR LLC: USD 254,851,000 (fiscal year ended December 2025), Aethon United BR LP: USD 222,604,000 (fiscal year ended December 2025), EM Holdco LLC: -USD 66,487,047 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 25,876,731 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed |
| Net Assets of the Subject Company | Aethon III BR LLC: USD 1,482,011,000 (fiscal year ended December 2025), Aethon United BR LP: USD 1,473,837,000 (fiscal year ended December 2025), EM Holdco LLC: USD 389,982,627 (fiscal year ended December 2025), RBCP Platform FD Blocker I, LLC: USD 278,624,273 (fiscal year ended December 2025), Diamond Resource Corporation、Adamas Bridge Capital LLC、Adamas Energy LLC：Not disclosed |
| Voting rights ownership percentage | After 100.0% (before not disclosed) |
| Impact on Business Performance | The impact of this change in specified subsidiary status on the Company's financial results and financial position is immaterial. |
| Execution Date / Effective Date | 14 July 2026 (U.S. time; acquisition completed) |
| Management structure after acquisition | The entities are wholly owned subsidiaries of the Company, and 3 or 4 of the Company's officers and employees concurrently serve as directors of certain subsidiaries. The functions and assets of Adamas Bridge Capital LLC are scheduled to be transferred to Adamas Energy LLC during the fiscal year. |
| Reason for becoming a specified subsidiary | It was confirmed that the capital would be equivalent to at least 10% of the Company's capital |
Items this document does not state (17)
Acquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The completion of the acquisition and the organizational restructuring conducted on the same date confirmed that the capital of certain subsidiaries would be equivalent to at least 10% of the Company's capital. The functions and assets of Adamas Bridge Capital LLC are scheduled to be transferred to Adamas Energy LLC as part of an organizational restructuring planned during the fiscal year.
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