Texas Pacific Land Trust Responds to Dissident Group’s Actions

On May 21, 2019, Texas Pacific Land Trust (NYSE:TPL) (the “Trust”) gave
notice that the special meeting scheduled to be convened today has been
postponed to address Eric Oliver’s ongoing efforts to mislead the
Trust’s shareholders by making materially misleading statements and
failing to disclose material information related to his record and
potential conflicts of interest.

Over the past several months, the Trustees have made every effort to
resolve these issues amicably and to obtain the information necessary
for all shareholders to evaluate Mr. Oliver’s fitness to serve as
Trustee. As recently as last Thursday, May 16, the Trust’s counsel
reached out in writing to Mr. Oliver’s personal attorney as part of
these efforts. Mr. Oliver’s attorney never responded, forcing the Trust
to take the step of postponing the meeting and filing a lawsuit in the
U.S. District Court for the Northern District of Texas. In its lawsuit,
the Trust has requested that the court compel Mr. Oliver to correct his
misstatements and omissions as soon as possible so that all shareholders
can vote on a fully-informed basis on all the candidates.

Unfortunately, the dissident group continues to mislead shareholders.
This morning, Mr. Oliver and his attorneys purported to convene a
“meeting” that they have attempted to pass off as constituting a special
meeting of the Trust’s shareholders. It was not. As the Declaration of
Trust clearly provides, shareholder meetings may only be called after
certain requirements are met, including providing notice and following
other procedures. Mr. Oliver’s purported “meeting” was conducted in a
secretly-booked conference room with no notice whatsoever provided to
the vast majority of the shareholders.

During his “meeting,” Mr. Oliver refused to take questions from
shareholders before purporting to hold a vote to elect himself as
Trustee, even though fewer than half of the Trust’s outstanding shares
were represented at Mr. Oliver’s “meeting.” In light of the Trust’s
earlier announcements that the special meeting would be delayed, holders
of millions of shares have not returned any proxies yet. It is
disappointing that Mr. Oliver intends to disenfranchise all these
shareholders. Equally disconcerting, we believe the dissident group’s
disclosure of the highly confidential interim proxy tally constitutes
another serious violation of federal securities laws.

The Trust will announce a new date for the special meeting once the
claims and issues raised in litigation are resolved. As previously
announced, all three independent proxy advisory firms – ISS, Glass Lewis
and Egan-Jones – have recommended that shareholders vote FOR General
Donald Cook.

Forward-Looking Statements

This release may contain statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. All statements contained in this release, other than
statements of historical fact, are “forward-looking statements” for
purposes of these provisions, including statements regarding Texas
Pacific’s future operations and prospects, the markets for real estate
in the areas in which Texas Pacific owns real estate, applicable zoning
regulations, the markets for oil and gas, production limits on prorated
oil and gas wells authorized by the Railroad Commission of Texas,
expected competitions, management’s intent, beliefs or current
expectations with respect to Texas Pacific’s future financial
performance and other matters. Texas Pacific cautions readers that
various factors could cause its actual financial and operational results
to differ materially from those indicated by forward-looking statements
made from time-to-time in news releases, reports, proxy statements and
other written communications, as well as oral statements made from time
to time by representatives of Texas Pacific. The following factors, as
well as any other cautionary language included in this release, provide
examples of risks, uncertainties and events beyond our control that may
cause Texas Pacific’s actual results to differ materially from the
expectations Texas Pacific describes in such forward-looking statements:
global economic conditions; market prices of oil and gas; the demand for
water services by operators in the Permian Basin; the impact of
government regulation; the impact of competition; the continued service
of key management personnel; and other risks and uncertainties disclosed
in Texas Pacific’s annual reports on Form 10-K and quarterly reports on
Form 10-Q. We undertake no obligation to update publicly or otherwise
revise any forward-looking statements, whether as a result of new
information, future events or other factors that affect the subject of
these statements, except where we are expressly required to do so by law.

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