Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) ("Par Pacific" or the "Company") announced today that Laramie Energy, LLC ("Laramie Energy" or the "Seller"), in which the Company owns a 46% non-controlling ownership interest, entered into a definitive agreement with a third-party purchaser (the "Purchaser") to sell substantially all of its oil and gas assets to the Purchaser (the "Transaction") for $485 million in cash (of which $60 million is payable on the fifth anniversary of the closing date), subject to working capital and other customary closing date adjustments. The Seller is also eligible to receive potential price-contingent earn-out payments from the Purchaser of up to an additional $65 million in the aggregate following the first through fifth anniversaries of the closing date.