XTO Energy Makes Barnett Shale Acquisition

XTO Energy has agreed to purchase privately held Antero Resources Corporation, a prominent Barnett Shale producer, for cash and equity consideration valued at approximately $685 million. Consideration in the transaction includes $337.5 million in cash, 10 million shares of XTO common stock and warrants to purchase another 1.5 million shares of XTO stock.

This acquisition significantly increases the Company's production and leasehold acreage in the core area of the Barnett Shale in Tarrant County and expands the Company's high potential acreage in Parker and Johnson counties of Texas. XTO Energy's internal engineers estimate proved reserves to be 440 billion cubic feet (Bcf) of natural gas, 41% of which are proved developed, and estimate upside potential of 400 to 500 Bcf of natural gas reserves. Reserve evaluation is based on the ownership of 61,000 net acres with new well spacing defined at 100 acres. Production from the properties currently totals 60 million cubic feet per day (Mmcf/d). As a result, the Company is increasing its production growth target in 2005 to 21-23%, up from 18-20%.

Of the consideration paid, XTO Energy expects to allocate $100 million to undeveloped leasehold acreage and seismic data. As a result, the price paid for the proved reserves will be $1.33 per thousand cubic feet (Mcf) of natural gas. Development costs for the proved undeveloped reserves are estimated at $.96 per Mcf. Including these future drilling costs, the fully developed price paid increases to $1.90 per Mcf, excluding any upside potential. XTO will operate 100% of these high-margin producing properties.

"With this acquisition, XTO becomes a leading Barnett Shale producer for all the right reasons. We are purchasing an established base of production and reserves, while securing a unique acreage position in the core area that adjoins XTO's properties. As a result of our own well performance and the ensuing technical assessment, we see immense upside potential captured in the acquired properties," stated Bob R. Simpson, Chairman and Chief Executive Officer. "Our team envisions a program of steady low-risk drilling, healthy economic returns and expanding growth inventory. In short, we have added another vital development franchise for the future of XTO."

"As in all regions, we commit to our development programs based on the quality of the reservoir as defined by well performance and reserve recovery over time," continued Steffen E, Palko, Vice Chairman and President. "Since our work began in early 2004, we have gained ever increasing confidence that recovery of natural gas captured within the Barnett Shale will improve, ultimately leading to higher reserves. Horizontal wells and evolved fracturing techniques are showing consistent results in both the core and non- core areas. Seismic data is mitigating drilling risk. Re-fracturing existing wellbores is delivering significant production and reserve boosts. Finally, tighter well spacing will likely be required to access the abundant gas held in place. Together these factors point to opportunity, and our geoscience teams are primed for the challenge."

Keith A. Hutton, Executive Vice President - Operations, further comments, "Given that our net position in the play is 148,000 acres and growing, we can now see 1 to 1.5 trillion cubic feet of reserve potential captured for the Company in the Barnett Shale. By the end of next year, we expect to double our total production rate in the play to 160 million cubic feet of natural gas per day."