BKV Announces Acquisition of Control Position in BKV-BPP Power Joint Venture to Accelerate Growth Strategy

DENVER, CO - October 29, 2025 - BKV Corporation (“BKV” or the “Company”) (NYSE: BKV) and Banpu Power US Corporation (“BPPUS”) today announced that they have entered into a definitive purchase agreement (the “Purchase Agreement”) pursuant to which BKV will acquire from BPPUS one-half of BPPUS’ interest in BKV-BPP Power, LLC (“BKV-BPP Power” or the “Power JV”) such that at the closing of the transaction, BKV would own 75% of the limited liability company interests in BKV-BPP Power.

This transaction marks an important step in advancing BKV’s closed-loop energy strategy by increasing its ownership and control of the Power JV. The Company continues to see substantial opportunities for growth in its power business, supported by robust load expansion in the ERCOT market in Texas, rising power demand from artificial intelligence and data center development in ERCOT North and the available capacity of the Power JV’s Temple I and II plants.

Following the closing of the transaction, BKV expects to consolidate the financial results of BKV-BPP Power with BKV's consolidated financial results, providing greater visibility and understanding into the business’ cash flow generation and enabling investors to better recognize its value within BKV’s portfolio. In addition, increased ownership and an updated governance structure will allow for greater control by BKV, enhance alignment with BKV’s long-term growth strategy, support continued high reliability of the Temple plants and is expected to unlock additional potential for commercial opportunities in the power business.

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This simplified structure also establishes a streamlined platform for operating, building and acquiring additional power assets—advancing BKV’s growth strategy while maintaining strong strategic alignment with its partner, BPPUS.

BKV has agreed to pay aggregate consideration for the interests pursuant to a formula of (x) $376.0 million less (y) 25% of the net indebtedness of BKV-BPP Power at closing, which consideration will be paid 50% in cash and 50% in BKV common stock (“Stock Consideration”). As of September 30, 2025, net indebtedness of BKV-BPP Power was approximately $581.8 million. The Stock Consideration will be issued at a price per share of $21.6609. BKV plans to fund the cash consideration for the transaction with a combination of cash on hand and borrowings under its existing reserve-based lending agreement. Following the momentum from the completion of BKV's successful high-yield bond offering, as of September 30, 2025, there is $800.0 million of available capacity for future borrowings under BKV’s reserve-based lending credit agreement.

“We are pleased to have reached an agreement with BPPUS to acquire the majority stake of the Power JV, enhancing our strategic flexibility and accelerating the potential growth in our power business,” said Chris Kalnin, Chief Executive Officer of BKV. “The IPP market is fundamental to our long-term growth strategy, and our vision is for a single, clean platform to operate, build and acquire power assets, with BKV-BPP Power serving as a consolidated funding vehicle for future development. Increasing our equity stake and assuming majority control of the joint venture strengthens our ability to capture and fully capitalize on the opportunities available in a key strategic growth market, driving substantial long-term value for our shareholders.”

The transaction was recommended to the BKV board of directors for approval by a special committee (the “Special Committee”) composed of independent, disinterested directors and advised by independent financial and legal advisors. Additionally, the board of directors of Banpu Power Public Company Limited (“BPP”), which is listed on the Stock Exchange of Thailand and is the sole stockholder of BPPUS, resolved to propose the transaction for shareholder approval at an Extraordinary General Meeting, following the audit committee and the board of directors' review and recommendation in accordance with connected transaction requirements, and the appointment of an independent financial advisor to provide an opinion to shareholders.

BKV expects the potential transaction to close in the first quarter of 2026, subject to closing conditions, including approval by at least 75% of the disinterested shareholders of BPP attending the special meeting called for the purpose of the vote. Banpu North America Corporation, as the holder of a majority of the issued and outstanding shares of BKV common stock, has delivered to BKV its consent to approve the issuance of the Stock Consideration to BPPUS. As a result, BKV has not solicited and is not soliciting approval of the issuance of the Stock Consideration by any other holders of BKV common stock.

Baker Botts L.L.P. acted as legal counsel to BKV. Morris, Nichols, Arsht & Tunnell LLP acted as independent counsel to the Special Committee and Moelis & Company LLC served as independent financial advisor to the Special Committee.

About BKV Corporation

Headquartered in Denver, Colorado, BKV Corporation is a forward-thinking, growth-driven energy company focused on creating value for its stockholders. BKV's core business is to produce natural gas from its owned and operated upstream assets. BKV’s overall business is organized into four business lines: natural gas production; natural gas gathering, processing and transportation; power generation; and carbon capture, utilization and sequestration. BKV (and its predecessor entity) was founded in 2015, and BKV and its employees are committed to building a different kind of energy company. BKV is one of the top 20 gas-weighted natural gas producers in the United States and the largest natural gas producer by gross operated volume in the Barnett Shale. BKV Corporation is the parent company for the BKV family of companies. For more information, visit www.bkv.com.

About the BKV-BPP Power Joint Venture

BKV-BPP Power, a joint venture between BKV and BPPUS, owns the Temple I and Temple II plants, modern combined cycle gas and steam turbine power plants located in the Electric Reliability Council of Texas (ERCOT) North Zone in Temple, Texas. Each power plant delivers power to customers on the ERCOT power network in Texas. Temple I and Temple II have baseload design heat rates of approximately 6,904 Btu/kWh and 6,950 Btu/kWh, respectively.