On January 19, 2018, we commenced mailing
to our stockholders a joint proxy statement/prospectus dated January 18, 2018 (the “
joint proxy statement/prospectus
”)
relating to the special meeting of stockholders of Deltic scheduled to be held at 210 East Elm Street, El Dorado, Arkansas 71730
on February 20, 2018, at 11:00 a.m., local time (the “
special meeting
”). Deltic has decided to make certain
additional disclosures and will be filing supplemental proxy materials relating to the joint proxy statement/prospectus for the
special meeting of stockholders of Deltic.
ADDITIONAL INFORMATION
This communication is being made in
respect of the proposed merger transaction involving Potlatch and Deltic. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. In connection with the proposed merger, Potlatch and Deltic have filed relevant
materials with the Securities and Exchange Commission (“SEC”), including a registration statement filed by Potlatch
on Form S-4 (Reg. No. 333-221942), which the SEC has declared effective, that includes a joint proxy statement of Potlatch
and Deltic and also constitutes a prospectus of Potlatch, which was first mailed to Potlatch and Deltic stockholders on January
19, 2018.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF POTLATCH AND DELTIC ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The joint
proxy statement/prospectus, as well as other filings containing information about Potlatch and Deltic are available without charge,
at the SEC’s Internet site (
http://www.sec.gov
). Copies of the joint proxy statement/prospectus
and the filings with the SEC that are incorporated by reference in the joint proxy statement/prospectus can also be obtained,
without charge, from Potlatch’s website at
http://www.Potlatchcorp.com
under the
Investor Resources tab (in the case of documents filed by Potlatch) and on Deltic’s website at
https://www.Deltic.com
under the Investor Relations tab (in the case of documents filed by Deltic).
Potlatch and Deltic, and certain of their respective directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of Deltic and Potlatch in respect of the proposed merger transaction. Certain information about the directors
and executive officers of Potlatch is set forth in its Annual Report on Form 10-K for the year ended December 31,
2016, which was filed with the SEC on February 17, 2017, its most recent Quarterly Report on Form 10-Q for the quarter
ended September 30, 2017, which was filed with the SEC on October 24, 2017, its proxy statement for its 2017 annual meeting
of stockholders, which was filed with the SEC on April 3, 2017 and its Current Reports on Form 8-K, which were filed
on
May 1, 2017, May 4, 2017, October 23, 2017 and December 7, 2017
.
Certain Information about the directors and executive officers of Deltic is set forth in its Annual Report on Form 10-K for
the year ended December 31, 2016, which was filed with the SEC on March 7, 2017, its most recent Quarterly Report on
Form 10-Q for the quarter ended September 30, 2017, which was filed with the SEC on November 2, 2017, its proxy
statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 20, 2017, its supplement to the
proxy statement for its 2017 annual meeting of the stockholders, which was filed with the SEC on March 30, 2017 and its Current
Reports on Form 8-K, which were filed with the SEC on
February 27, 2017, March 8,
2017, May 2, 2017, September 1, 2017, September 5, 2017, October 23, 2017, November 11, 2017 and December 21,
2017
. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, are included in the joint proxy statement/prospectus.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information
about Potlatch and Deltic that is intended to be covered by the safe harbor for “forward-looking statements” provided
by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking
statements. In some cases, you can identify forward-looking statements by words such as “may,” “hope,”
“will,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “could,” “future”
or the negative of those terms or other words of similar meaning. These forward-looking statements include, without limitation,
statements relating to the terms and closing of the proposed transaction between Potlatch and Deltic, the proposed impact of the
merger on Potlatch’s financial results, the estimated distribution of Deltic’s accumulated earnings and profits, and
the integration of Deltic’s operations. You should carefully read forward-looking statements, including statements that contain
these words, because they discuss the future expectations or state other “forward-looking” information about Potlatch
and Deltic. A number of important factors could cause actual results or events to differ materially from those indicated by such
forward-looking statements, many of which are beyond the parties’ control, including the parties’ ability to consummate
the transaction or satisfy the conditions to the completion of the transaction, including the receipt of stockholder approvals;
the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction;
the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within
the expected time period; the risk that integration of Deltic’s operations with those of Potlatch will be materially delayed
or will be more costly or difficult than expected; the failure of the proposed merger to close for any other reason; the effect
of the announcement of the merger on customer relationships and operating results (including, without limitation, difficulties
in maintaining relationships with employees or customers); dilution caused by Potlatch’s issuance of additional shares of
its common stock in connection with the merger; the possibility that the merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; the diversion of management time on transaction related issues; the estimation
of Deltic’s accumulated earnings and profits is preliminary and may change with further due diligence; general competitive,
economic, political and market conditions and fluctuations, including changes in interest rates, credit availability, adverse weather,
cost and availability of materials used to manufacture products, natural gas pricing and volumes produced; changes in the regulatory
environment; the cyclical nature of the industry in which the parties operate; and the other factors described in Potlatch’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in its most recent Quarterly Reports on Form 10-Q filed
with the SEC, or described in Deltic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and its most
recent Quarterly Reports on Form 10-Q filed with the SEC. Potlatch and Deltic assume no obligation to update the information in
this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking
statements, all of which speak only as of the date hereof.