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CONSOL Energy Inc. is offering to purchase all of the outstanding shares of common stock of CNX Gas Corporation at a price of $38.25 per share.

Source of Funds: "We estimate that the total amount of funds necessary to purchase all outstanding CNX Gas shares that CONSOL does not already own in the offer or the merger and to complete the related transactions, including the payment of fees and expenses in connection with the offer and the merger, will be approximately $966.5 million (not including approximately $25 million to be paid in respect of the cancellation of vested options to purchase CNX Gas common stock), which we expect will be funded by available cash."

Conditions: "The offer is conditioned upon, among other things, satisfaction of the minimum tender condition. In particular, there must be validly tendered, and not properly withdrawn prior to the expiration of the offer, at least a majority of the shares owned by stockholders other than CONSOL and its subsidiaries, without regard to shares held by CONSOL’s directors and officers and CNX Gas’ directors and officers. This condition cannot be waived by us. The offer is also subject to certain other conditions. See The Tender Offer—Conditions to the Offer beginning on page 56 [of the Tender Offer Statement]."

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Odd Lot Provision: "Upon the terms and subject to the conditions of the Offer, we will accept for payment, without proration, all shares validly tendered on or prior to the Expiration Date by or on behalf of stockholders who beneficially held, as of the close of business on April 9, 2010, and continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 shares of Class A common stock and Class B common stock (“Odd Lot Owners”). However, to avoid proration, an Odd Lot Owner must validly tender all shares that the Odd Lot Owner beneficially owns. Partial tenders will not qualify for this preference. This preference is not available to holders of an aggregate of 100 or more shares of Class A common stock and Class B common stock, even if such holders have separate stock certificates for fewer than 100 shares. Any Odd Lot Owner wishing to tender all shares beneficially owned by him or her free of proration pursuant to this Offer must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery."

Source of Funds: "We plan to obtain the funds needed for the Offer from cash on hand. We will not borrow any of the funds needed to complete the Offer."

May 27, 2010 - Cash for tendered class A shares was received.

Notes:

Odd Lot Provision: "Upon the terms and subject to the conditions of the Offer, we will accept for payment, without proration, all shares validly tendered on or prior to the Expiration Date by or on behalf of stockholders who beneficially held, as of the close of business on April 9, 2010, and continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 shares of Class A common stock and Class B common stock (“Odd Lot Owners”). However, to avoid proration, an Odd Lot Owner must validly tender all shares that the Odd Lot Owner beneficially owns. Partial tenders will not qualify for this preference. This preference is not available to holders of an aggregate of 100 or more shares of Class A common stock and Class B common stock, even if such holders have separate stock certificates for fewer than 100 shares. Any Odd Lot Owner wishing to tender all shares beneficially owned by him or her free of proration pursuant to this Offer must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery."

Source of Funds: "We plan to obtain the funds needed for the Offer from cash on hand. We will not borrow any of the funds needed to complete the Offer."

May 27, 2010 - Cash for tendered shares was received.

Notes:

The company will provide for the reclassification of shares (the “Reclassification”) of their common stock held by each shareholder of record, as reflected on the books of the Company, of fewer than 2,000 shares of common stock into newly designated shares of Series AAA Preferred Stock, on the basis of one share of Series AAA Preferred Stock for each share of common stock held by such shareholder (such amendment subject to shareholder vote, together with an amendment establishing the terms of the Series AAA Preferred Stock, collectively, the "Articles of Amendment"). All other shares of common stock will remain outstanding and be unaffected by the Reclassification. No cash will be paid to shareholders as consideration for their shares—only shares of Series AAA Preferred Stock will be issued. Dissenters’ rights are available, however, and shareholders who exercise those rights as described in the enclosed proxy statement will be entitled to receive cash for their shares.

The Series AAA Preferred Stock has a liquidation value of $16.24 per share.