BEFORE THE BOARD OF OIL, GAS AND MINING

DEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN THE MA TIER OF THE REQUEST FOR

AGENCY ACTION OF FINLEY RESOURCES

INC. FOR AN ORDER ESTABLISHING 40-

ACRE (OR SUBSTANTIAL EQUIVALENT

LOTS OR COMBINATION OF LOTS AND/OR

QUARTER-QUARTER SECTIONS) DRILLING

UNITS FOR THE PRODUCTION OF OIL, GAS

AND ASSOCIATED HYDROCARBONS FROM

THE EOCENE MIDDLE AND LOWER GREEN

RIVER AND PORTIONS OF THE PALEOCENE

W ASA TCH TRANSITIONAL FORMA TIONS,

COMPRISED OF LANDS IN TOWNSHIP 3 SOUTH, RANGE 2 EAST, USM, AND

TOWNSHIPS 7 AND 8 SOUTH, RANGE 20

EAST, SLM, UINTAH COUNTY, UTAH, AND

AUTHORIZING UP TO TWO (2) WELLS ON

EACH SUCH DRILLING UNIT SO

ESTABLISHED

PETITIONER'S EXHIBITS

Docket No. 2014-024

Cause No. 270-03

Pursuant to Utah Admin. Code Rule R641-105-500, Petitioner Finley Resources

Inc. (HFinley"), acting by and through its attorneys, MacDonald & Miller Mineral Legal

Services, PLLC, hereby respectfully submits the following exhibits intended to be offered

into evidence in support of its Request for Agency Action ("RAA") at the June 25, 2014

hearing on this cause:

EXHIBIT "A" - Finley's witnesses' resumes (collectively 8 pages):

• Tom Duncan - Exploitation and Development Manager • Jay Shorney - Reservoir Engineer

• Zachary Archer Landman

EXHIBIT "B" - True and correct copy of Board's Order entered in Cause No. 270-02 on November 9,2013 (collectively 25 pages).

EXHmIT "e" - Reference locator plat reflecting the location of the Three Rivers area (1 page).

EXHIBIT "D" - Plat of area requested to be spaced and plat of requested special drilling units (+ 40 acres) required due to the Uintah Special Meridian line (see Pages 3-4 of RAA) (collectively 2 pages)

EXHIBIT "E" - Plat of existing spaced lands, including application lands, leasehold lands of Finley subject to Board Order 270-02, and Federal Unit lands (1 page).

EXHIBIT "F" - Structure map (base of Green River formation) (1 page).

EXHIBIT "G" - Type log for stratigraphic definition of Eocene Middle and Lower Green River formations and Paleocene Wasatch formation ( I page).

EXHmIT "H" - Geologic cross-section reference plat ( 1 page).

EXHIBIT "I" - Geologic cross-sections N-S (1 page).

EXHIBIT "J" - Processed Three Rivers Federal 34-31-720 well log/petrophysical model (1 page).

EXHIBIT "K" - Green River geometries (Nine Mile outcrop analysis) 40-acre and 20-acre density patterns (collectively 2 pages).

EXHIBIT "L" - 40-acre vs. 20-acre density pattern comparison (collectively 2 pages).

EXHIBIT "M" Original Lower Green River oil in place on 20-acre density (collectively 2 pages).

2

1075.11

EXHIBIT "N" - Interference Analysis and defense (collectively 3 pages).

EXHIBIT " 0" - Three Rivers decline curve (collectively 4 pages).

EXHIBIT "P" - Economic analysis (1 page).

EXHIBIT "Z" - True and conect copies of return receipts indicating receipt by, or of the mailings returned as undeliverable to, or of USPS inquiries as to the status of mailings to, parties identified in the Certificate of Service dated May 14, 2014 on file in this Cause of the RAA, as of May 23, 2014 (to be supplemented prior to hearing) (collectively 3 pages).

Respectfully submitted this 2ih day of May, 2014. MACDONALD & MILLER MINERAL LEGAL SERVICES, PLLC

nion Park Ave., Ste. 400 Salt Lake City, Utah 84047 Telephone: (801) 676-0050 Facsimile: (801) 676-0051 E-Mail: seth@macmillerlegal.com

Attorneys for Petitioner Finley Resources Inc.

3

EXHIBIT A

817-456-5448

Thomas M. Duncan 2900 Park Arbor Court Fort Worth, TX 76116

SUMMARY

srtduncan@gmail.com

Project Manager and Senior Petroleum Geologist with extensive experience in U.S. and intemational oil and gas exploration and development operations, new ventures, acquisitions and divestitures and project evaluation including a well-balanced background in geosciences, 0\1 and gas finance, resource plays and operations, risk management and international joint ventures. Experienced world traveler with previous business dealings in 22 countries along with demonstrated leadership skills in multi-cultural, intemational projects. Excellent interpersonal skills and peer relationships built through a strong belief in integrity, teamwork, communication and collaboration. Specific strengths and experience include:

Proj ect management Risk analysis Budgets and resource allocation A&D Transactions Economics and finance . Engineering and Operations Geology and Geophysics Asset Promotions FINRA Series 79 and 63 Resource Plays License holder

Intemational JV's

PROFESSIONAL EMPLOYMENT

FINLEY RESOURCES INC. JULY 2012 TO PRESENT

Exploitation and Development Manager - Petroleum geological manager overseeing activities in 9 states with a staff of 5 geologists and 2 geologic techs. Coordinate regional studies, field evaluations and drilling and completion operations. Assist in evaluating acquisitions involving exercises such as generating market value estimates, attending data room reviews and providing geological and financial bid suppOli. Evaluate new plays and deals available through pminers. Monitor competitor activity. Train and mentor intems and new hires.

EXHIBIT A

THOMAS M. DUNCAN

MACQUARIE INC. (FORMERLY TRISTONE CAPITAL) APRIL 2010 TO JULY 2012

2

Senior Vice President - Transaction and Project Manager. A seven year veteran in coordinating all aspects of A&D transactions including managing technical professionals, interfacing with clients and buyers, conducting market value analyses, overseeing all marketing material development and directing data rooms. Serve as Macquarie's JV representative in the Niobrara Play in Wyoming and Colorado with partners Halliburton and Sundance Energy. Hold Series 79 Limited Representative, Investment Banking License along with Series 63 License (Securities transactions).

QUICKSILVER RESOURCES INC. JUNE 2008 TO MARCH 2010

Project Director- Western U.S. - Oversaw exploration and production operations in the Rockies and West Texas. Coordinated multiple activities in developing resource plays including regulatory, leasing, drilling and completion activities in the Barnett, Woodford and MancoslNiobrara resource plays

THE PETROLEUM PLACE/TRISTONE CAPITAL MAY 2003 MAY 2008

Transaction Manager - Coordinated sale of Oil and Gas properties with market values ranging from $50,000,000 to greater than $300,000,000. Managed technical and financial pre-sale evaluation, acted as primary interface with client and buyers, orchestrated data room presentations and facilitated final bid submittals. Notable clients included ExxonMobil, ConocoPhillips, Marathon, Maxus, Total, and Anadarko Petroleum. Supported the Investment Banking Team's capital raise efforts through technical and financial analyses of multiple projects

THE PETROLEUM PLACE MAY 2002 TO FEB 2003

New Accollnts Manager - Sales representative for U.S. Domestic and International markets, where exploratory and producing oil and gas assets were brokered on-line

TEXACO INC. 1981 - 2002

Area Manager of Exploration- West Africa and Southeast Asia 1995 -2002 Texaco Exploration Division, Houston, TX

Responsible for planning and executing exploration programs encompassing numerous Texaco-operated exploration projects in Nigeria, Angola, Thailand, Myanmar, Vietnam, and Malaysia Led the Nigeria OPL 213 Team to the first successful economic discovery in the Aparo Project

THOMAS M. DUNCAN 3

Managed Thailand exploration efforts which resulted in 2 gas discoveries while reducing costs and cycle time on all projects, saving the Thailand joint venture greater than $11 million in drilling and operational expenses over 2 years Led the Southeast Asia Project Group in an acquisition of one of Petro Vietnam' s most sought after offshore exploration blocks. This ultimately yielded a discovery of approximately 500 MMBO. Formulated, and subsequently executed, exit plans for Southeast Asia following a major Texaco strategy change, which delivered added value of over $31 million to Texaco through asset swaps and additional farm-in drilling activity Built key relationships with numerous government officials and oil industry partners in Europe, Southeast Asia, Australia and West Africa

Exploration, New Business and Operations Advisor, Texaco Headqualiers Middle East Far East Division, White Plains, NY

1993 -1995

Coordinated new business, exploration and drilling operations in six SE Asia field offices which included Beijing, China, Kuala Lumpur, Malaysia, Bangkok, Thailand, Yangon, Myanmar, Hanoi, Vietnam and Islamabad, Pakistan. Liaised with Texaco and Caltex offices in Pelih, Australia, Mumbai, India and Jakalia, Indonesia Prepared and delivered the initial technical presentations to several Chinese government entities which initiated Texaco's activities into Coalbed Methane in China. Awarded "Significant Contributor Award" by Texaco for these effOlis

Regional Manager of Exploration and Exploitation Rockies and Plains Areas, Denver, CO

1990-1993

Directed a highly successful Coalbed Methane project in the Uinta Basin of Utah where 25 exploratory wells were drilled in 14 months and over 2 trillion cubic feet of gas was discovered

Project Leader and Assistant Regional Manager West Rockies and N Olihern Region, Denver, CO

1984- 1990

Promoted over 70 prospects in two years from Texaco's domestic pOlifolio which generated a number of million+ barrel successes for the Denver Division

Development and Exploration Geologist Midland Producing Division, Midland, TX

United States Navy Nuclear Propulsion Plant Operator and Instructor

1981 -1984

1970 - 1978

THOMAS M. DUNCAN

u.s. Navy Nuclear Power Program - Submarine Service On commissioning crew for USS Omaha SSN692 Honorable Discharge

EDUCATION 1992

Colorado State University, Fort Collins, Colorado Master's Degree - Business Administration

1980 SuI Ross State University, Alpine, Texas

Bachelor of Science - Geology National Dean's List

Member - AAPG, RMAG and SPE

4

JAY L. SHORNEY

SUMMARY

817-231-8742 jshomey@finleyresources.com

Extensive engineering and managerial experience valuing oil and gas properties for acquisition, divestiture, and as loan collateral as well as directing drilling, completion, and work-over programs. Utilized several different computerized economics programs to assess and evaluate petroleum reserves.

AREAS OF EXPERTISE

• Supervision of technical and support staff • Budgeting for capital and operating

expenditures • Reserve estimation and evaluation

PROFESSIONAL HIGHLIGHTS

Managerial

• Production forecasting • Analysis of energy collateral risks • Computer modeling

• Supervised reservoir engineers and an engineering technician for Finley Resources, as well as reservoir engineers and technical support staff in the petroleum engineering section of a large Midland, Texas bank, assigning projects and reviewing progress and [mal results of producing property evaluation work.

• Reviewed and evaluated the performance of Finley Resources' and the bank's reservoir engineering personnel, making recommendations for career development and salary actions.

• Coordinated and directed infill drilling programs and millions of dollars of reconditioning and recompletion programs for existing producing and injection wells in Shell Oil's Denver Unit in the Wasson Field in West Texas.

• Prepared budgets for field expenditures for drilling, development, and workovers while with Shell Oil Company.

Engineering • Generated and directed the production of Finley Resources' semiannual reserve report, working

closely with the company's outside consulting engineering fiml and its bankers.

• Performed engineering evaluations of oil and gas producing properties, with aggregate present values ranging from $0 to $2+ billion. Calculated reserves in place, production schedules, operating cash flows, and market values for producing propel1ies in most major producing provinces in the United States, as well as production in Canada, the North Sea, South America, the Middle East, Southeast Asia, and Australia. Used ARIES, PHD Win, and OGRE evaluation programs to model cash flows and present values.

• Perfonued reservoir engineering functions for a professional team (engineers, geologists, landmen) planning and executing Finley Resources' development of its Uinta Basin properties in Leland Bench and Bluebell Fields. Generated production forecasts and calculated reserve estimates and effective drainage areas for the economic development of the Green River and Wasatch producing zones, both independently and in conjunction with third party engineering consultants.

• Completed economic assessments to determine the viability of various farmout, divestiture, acquisition, and workover scenarios, working with various land, geology, and operations personnel.

• Valued oil reserves using production trends and volumetric calculations, with log and core generated net pay zones, porosities, saturations, and calculated effective drainage areas. Evaluated secondary recovery projects, calculating net pay thicknesses, initial and residual oil saturations, original oil in place, and waterflood moveable oil.

Jay L. Shorney Page Two

+ Valued gas reserves through the use of production trends, material balance calculations, and volumetrically using pressure data with log and core generated net pay intervals, porosities, and saturations. Also valued associated gas gathering systems and pipelines.

+ Computer modeled gas processing plants to pinpoint and describe critical operating parameters affecting operating efficiency and profit.

Finance + Presented economic results and forecasts to Finley Resources' bankers, answering technical questions

and explaining engineering techniques.

+ Quantified and risk-assessed cash flows available for debt service to bank for loans ranging in size from $100 thousand to $1.5 billion.

+ Advised energy lenders on various technical aspects of the oil and gas business. Developed materials for the technical training of nontechnical staff.

+ Researched intemet-based and printed securities data to guide trading and investing strategies.

Environmental + Assessed environmental risks, clean up, and abandonment costs of producing properties used as

collateral for loans from bank. Advised bank and clients on risks and assessment procedures during acquisition and divestiture of producing properties.

+ Developed policies and procedures for bank to assess client knowledge and practices in dealing with environmental issues and risks.

Computer + Extensively utilized industry standard producing property evaluation programs ARIES, PHDWin, and

OGRE.

+ Maintained close familiarity with PC-based word processing, spreadsheet, database, presentation, and reserve evaluation software.

+ Created computer model for stock price analysis with generated cash flow regimes to detelmine feasibility of trading celiain price pattems under varying market conditions.

+ Recommended and budgeted for computer software and hardware needed by engineering staff.

EMPLOYMENT

Finley Resources, Inc., FOli Worth, TX Reservoir Engineering Manager

Independent energy and technology investor, Dallas, TX

Bank of America, National Association, Houston, Midland, and Dallas, TX Vice President/Senior Petroleum Engineer

Shell Oil Company, Houston, TX Staff Coordinator/Senior Petroleum Engineer

EDUCATION AND REGISTRATION

B.S. Chemical Engineering 1975-Kansas State University

Numerous in-house and industry schools peliaining to petroleum engineering, environmental issues, banking practice, and securities trading.

Registered professional engineer-Texas Board of Professional Engineers, No. 64850.

Member-Society of Petroleum Engineers.

Zachary T. Archer

Ie EXPERIENCE o Finley Resources Inc. July 2008 to Current

.. Areas of Expertise and Responsibility: .. Oversee all land activity for North Texas, Rocky Mountains, East Texas,

Louisiana, Mississippi, Alabama as well as several projects in West Texas. .. Primarily worked Uintah Basin & Altamont Bluebell Assets as of 2011 II Prepared documentation and testified as expert witness for Rule 37 spacing

exceptions III Testified as expert witness in Salt Water Disposal Hearing .. Drafted Joint Operating Agreements, Letter Agreements, Right of Ways, Surface

Use Agreements, Term Assignments. III Worked in the acquisition of producing mineral properties, leases, minerals and

undeveloped acreage. .. Brought to inception all units that I have been the lead on. .. Responsible for all leasing, title and curative for all North Texas, Rockies and

parts of West Texas. II Worked with outside partners on Joint Operating Agreements, Well Proposals,

Well Elections, Term Assignments, Well bore Assignments and Exploration Agreements

II Responsible for implementation and management of 100+ well drilling program in Uintah Basin

• Responsible for implementation and management of well program for Altamont Bluebell

• Secured APD's involving State, BIA, BLM and US Fish and Wildlife II One of two landman to oversee and manage aU North Texas prospects and

properties .. Oversee and Manage Non-Operations for Area of Responsibility .. Successfully negotiated term assignments with outside partners • Responsible for lease expirations and lease extensions and setup of Division of

Interest decks " Prepared AFE right ups and well proposals .. Determined interest for all development wells II Monitored well elections and revised interest according to participation II Settled Surface Use Agreements • Settled Surface Damages " Drafted Corporate Compliance for Bureau of Indian Affairs iii In charge of maintaining relationship with BLM, BIA and Energy and Minerals " Permitted over 40+ wells in Uintah Basin involving NEPA, FONSI and on sites

with BIA, BLM & State. " In charge of Indian Compliance • Monitor Production Activity • Track Offset Activity • Direct Land T echs on multiple projects • Manage and oversee brokers in North Texas, Utah and West Texas • Performed field work in numerous states • Right of Way Acquisition

II Surface Acquisition II Real Estate Acquisition II Track foreclosure sales & tax sales .. Extensive work in leasing my own managed projects II Work with outside partners .. Work with engineers and geologist on development areas .. Completed all projects to be 100% drill ready

o Woodcrest Oil & Gas, I LP July 2007 - July 2008 II Head of land development within the Barnett Shale .. Prepared and completed all identified units II Lead all leasing activities and mineral research II Actively acquired all leases and minerals within designated units .. Prepared maps, tracking lease expirations and drilling timelines .. Worked closely with outside working interest owners land department

III Professional Development: MPL Working Interest Net Revenue -2008 RPL Review Class - 2008 MPL Joint Operating Agreements - 2011 Rocky Mountain Mineral Law (Horizontal Oil and Gas Development) - 2012 Petex Petroleum Land Management Certificate - 2012 MPL Joint Operating Agreements and Exploration Agreements - 2013 WAPL - Geology and Engineering for Non-Engineers - 2013 Rocky Mountain Mineral Law (Federal Oil & Gas Short Course) - 2013 Member of Association of American Association of Professional Landmen Member of Fort Worth and Wyoming APL

EXHIBIT B

FILED NOV 0 92013

S6CRETARY, BOARD OF OIL, GAS 3. MrNING

BE¥ORE THE :SOARD ()F OIL, GAB AND MINING DEPARTI\lEN}'qF NA.'I'l!�AL RESOl)RCES

STATE OFlJTAH

. IN THE MATTER OF THE REQUEST FOR AGENCY ACTION OF AXIA ENERGY, LLC FOR AN ORDER ESTABLISHING 40-ACRE (OR SUBSTANTIAL EQUIVALENt) DRILLING UNITS FOR THE PRODUCTION OF OIL, GAS ANb ASSOCIATED IIYDROCA:R..BONSFROM THE EOCENE MIDDLE AND tOWER GREEN RIVE,�FORMATIONS UNDERLYING THE THREE RIVERS AREA, COMPRISED OF NUMEROUS LANDS IN TOWNSI�IIP 7 SOl)TH, RANGE 20 EAST, SLM,· AND TOWNSHrPS 8

SOUTH, RANGES2() AND 21 EAST, SLM, UllH AJI ¢O@TY, UTAH,·

· AwJ AU1'liORIZING UP TO TWO (2) WELLS ON EACH SUCH DRILLING uNIT SO ESTABLISHED

FlNDINGS OFFACT, cONcLusIoNS OF LAW AND

ORDEE.

P9cketNb.20l3-030

Cause N9; 270.,02

This Cause came on for hearing bef9re the Utah Board of Oil, Gas arid MIning

(the "Board") on Wednesday, October 23, 2013, at approxima�ely 3:QO p,lrL, in the

Audit()rium of the Utah pepartrhent of NatUral Re�oW:'�es Building ill Salt Lake qty.

The following Board members were present and p�rj:kipated at the hearing;: Chairrilc,tn

Rulan<i J. Gili, Jr., Kelly L PaYl1e, Carl F. Kendell arid Michael R. Brown. Board

Members Chds D. Hansen and Susan S. Davis Were unable to attend. The Board was

represented by Michael S. Johnson, Esq., Assistant Attorney General.

Testifying on behalf of Petitioner Axia Energy, LLC ("Axia'�) was Tab McGinley

- Vice President of Land, Carl Dietz .,-- Senior Consulting Geologist, and Taryn Frenzel -,.

EXHIBIT B

Senior Completions Engineer. Mr. Dietz; and Mr. Frenzel were recognized as ex.perts in

geQlogy and petroleum engineering, respectively, for. purposes of this Cause. Frederick

M. ¥acDonalg, E§q., of and for MacDortald&Miller Mineral Legal Senrices, PLLC,

appeared as attorney for Axia.

The Division of Oil, Gas and Mining (the "DivisionH) filed a Staff MemorandUln

on October 17, 2013 adqressing the applicability of ptah Admin. Code Rule R649�3-11(1.1) in general and specifically, as t9 this C�use, qu�stioi1ing the Board's authority to

order such rule inapplicable if notice was not provided t() owners in lands adjacent to the

lands at issue, but not otherwise objecting tothe oth�r relief sought in Aida's Request for

Agency Action dated September 10, 2(H3(the "Request"). Steven F. Alder, Esq.,

Assistant Attorney General, appeared as attorney for, and with the Board's permission,

Dustin Doucet, Petroleum Engineer, askedquestioTIs on behalf of the Division. At the

conclusion ofAxia's presentation in-ehief,Mr. Alder made a statement expressing the

Division's support for the granting of the Request, as conformed to the testiinony and

other evidence provided at the hearing, as relating to thy requested spacing and well

density only, but renewing the Division's objection to the Board declaring Rule 649-:-3-

11 (1.1) inapplicable as to those partiesnot receiving pfoper notice ofthe Request.

Jeny Kehczka, Assistant Field Manager for Lahd& and Minerals, Vernal District

Office of the United States Bmeau of Land Mahagement (,'BLM"), filed a Letter on

2

October 21, 2013 expressing the BLM'SSl1ppoft for the granting of the Request.

However, no BLM representative maQe an aI>peanll1Ce at the helidng.

No other party filed a response to the Request and no other party appeared or

participated at the hearing.

The Board, having considered the testhnony presented and th� eXhibits received

into evidence at the hearing, beiIig fully· advis�d? alld forgqod cause, hereby makes the

following findings of fact, conclusiplls of law.an4 ,order in this Gause.

FINDINGS()F,FACT

L Axia is a Delaware limited liability company with its pdncipfil place of

business in Denver, ColOl'ado. Axia is dtilyqlJalified to ccjnduct busihess ill the State of

Utah, and is fully and appropriately bonded with all relevant Federal and State of Utah

agencies.

2. The following Uintah County lands, to which Axia refers as its "Three

Rivers" area, are cUlTently not subject to any spacing order qf the Board and therefore

ostensibly remain subject to the Board's and Division's general operational rules,

including Utah Admin. Code Rule R649-3,.2 (the general well siting rule) requiring wells

to be located in the center of a quarter.,qullfter se.ction within a tolerance of 200 feet (an

allowed 400�foot square "window"):

3

Township? South, Range20 East, SLM

Sect!on 32: NEI.4NEY4� SY:zNE14, SEII4, EY:zSWII4,8WY48v{Y4 Section 33 : All Section 3.4: All S�ction 35: Lo\s 1 (36.55), 2 (36.94),3 (42.07) ahd 4 (42.24.), NEYtNE%,SEI.4NwY4, WIhNW%, S� [All] Section 36: All

. Township 8 South. 'Range 2() East.SLM

Secti�m2:Lots 1 (402?),2{�OA7), 3(40;68)�4(40$�),5(36,76),6(f().0()),and 7 (0.8), S�Nlf2,WY:zSEY4,SW�, andthatportion of the Greell Rjv�r lyil1!�ther�in[AJI] Sectiort 3: Lots 1 (40.80),2 (40J��), 3 (40.9Q), al1d.4 (41.04), S!4Nlf2, S Y2[AJl] �ectio11 4: Lots 1 (41.O{)), 2 (40�90),3(40�74), and 4 (40 i58); �.%N.1f2, S�[AJl] Section 5: Lots 1 (40.48),2 (40,48),3 (40 A 8), 6 (43� 78), 7 (27.p6),8(40}(j), 9 (21.2 6)� andlO(37.75), SY:zNEY4,E1hSE%, NWY4SEI.4 [All] ' . . Sectio116:Lot2 (1.41) . ..

.' . ' . ' . . ... . ... . .' .. '. . ' . .' Section 8: Lots 2 (34.88), 3 (17;89), 4 (40.80), 5 (42.28), and 6 (12.69), E�NEY4,

NEI.4SE% [All] '.

Section 9:NE% Section 10: NY:z Scctionl2: NY:zNY:z, �Wi4NE% Scction 16: Lots 3 (38.00),4 (28.50), aIld 5 (10.50), NWY4NW%, EYz WYz, E!4 [All] Section 17: Lots 1 (23.00) and 3 (5.98) [All]

Township 8 South, Range 21 EaSt, SLM

Section 5: Lot 3(15.72) and that portion ofthe Gr(!en River lying within the NW%NWY4 Section 6: Lot 11 (38.52) Section?: Lots 1 (38.86) and 2 (38.97), SEI.4NWI.4, NE%N\V%, NEI.4SWI.4, SW%SEY4 Section 18: Lot 3 (38.63), EY:zNW%, WYzNE%

(collectively the "Subject Lands").

3. The oil, gas and hydrocarbons underlying the Subject Lands are

approximately one"half Federally owned, with the other one-half owned by the State of

4

Utah (School and Institutional Trust Lands (,'TLA") administered) and in fee (private).

The surface of a portion of the Subject Lands is located in environmentally sensitive

areas; either due to the proximity of the Green River or because they are il1cluded within

the boundaries of the Ouray Wildlife Refuge, and therefore flexibility in surface locations

of wells is necessary.

4. The Eocene Middle and Low�r GteenRiver fOJ;1l1atibns are d�fined for

purposes of this Cause as follows:

the. stratigraphic equivalent of the interval betw�en the

. TGR3 mark�r, �s

fOllllcl at 5,0 19 feet (ll1easured depth), and the bfl�.� of the 1)teland Butte member; as found at q,746 feet (measured depth), inthe AxiaEnergy Three Rivers 2-13c;820 Welllocated in the SWY4NWl/4 of SeGtion 2, I8S, R20 E, SLM,

(the "Subject Fonnations"), and constitute one common source of oil, gas and

hydrocarbons.

5. The majority of the oil, gas and hydrocarbons underlying the Subject Land,

and particularly as relating to the Subject Formations, is leased to Axia.

6. The Subject Formations are comprised of complex stacked, thili sinuous

discontinuous channels and shoreline-related fades, with average effective porosities of

8% and average permeability of 0 .5 111d; The exhibits admitted into eviclence, and the

testimony relating thereto, particularly outcrop studies reflected and summarized in

Exhibit "M" and log comparisons of closely located « 925 ft. apart) wells within the

5

Subject Lands r�f1ected 011 E�ibit "N," evidence that wells located on a 20-acrc well

densitypatte11l will intersect different sand bodies and therefore recover additional

resources that will otherwise remain in the ground on an equivalent 40�acre well dellsity

pattetii as curtently authorized under the general well siting rule.

7. In accordance with the general well siting rule, Axia has drilled

appt()x:imately 39 wells upon the Subject L�nds of which. 2911ave beencoiTIpliett;d as

producing oil wells from th.e Subject Fonnations,

8. Analysis ofth6 data fiom the producing wells, Qutlined in exhibit� a9ffiitted

into evidence and the testimony related thereto, reflect;

a) a fra9tUre orientatiOn of approximately 15° north of west for the Subject Fomlations, indicating a 40-'acre well density pattem will result in unrecovered resoUrces;

b) an: estiinf!.ted average EUR of371 MBO per Wel1�

c) a production comparison of wells Glosely lQcated « 925 feet apart) indicates litHe or no communication betWeeri such wells;

d) an estimated recovery factor of 7 ;9% on a 20�acre well d�nsity pattem based on an average 4.08 to 5.6 MMBO original oil in place estimate, whereas a recovery factor of only 3 ... 4% is expected on a 40-acre well density pattern; and

e) a one year payout with a greater than 100% rate of retum bf!.sed on a 20-acre densitypartem.

6

As acons()quence, Wells drilled to produce from the Subject Formations on a 20-acre

densitYpatterh will efficiently ahd economically r�90ver resources from the Su})ject

Lands Wi�h()1it waste.

9. lIowevef; it is impractical, if nqt il1'lpb�sible, to. create unifomi startdup or

laydown 20-acre drilling units fot' the Subj¢Ct Lands. In addition, because of the

envirbumentaUy $el1sitiye areas tlu:oughollt the �ubject La,llds, Axia requires flexibility In

weUlocatjorts, Cqnsequently, afidparticularly giv�I1 the relative unifonnity of mineral

and leasehold ownership over each relevant 40-acl'e pal'c(;l within th�Subject Lands, it is

fair� reasonable and just to establish 40-acie (or substantially equivalent) drilling units,

but allow two wells to be drilled a.ndproduce from the Subj�ct Fon).'latioiis\lpon ea.ch

such unit.

1O. Dlie to the Green River alid the boundary of the Uintah Special Meridian

traversing portions of the Subject Lands, and to prevent lands from otherwise being

undeveloped or in an otherWise disQrderly manner, the fol1Qwing special drilling units

should be formed to protect correlative rights:

A) Township 8 South, Range 20 East, SLM

Sec. 2: L.ots 6 and 7 and that portion of the Green River lying in Section 2 (40 acres)

7

B) Towl1ship 8 South,·Range 20 East; SLM

Sec;S: Sec. 6:

Lot 8 �o.t2 (41:77 acres)

C) Township.8. South, Range 20 �ast, SLM:

Sec. 5: Lots 9 and 10 (59.01 acres)

D) Township 8 South,RarHie 20 East8LM

Sec. 5: Sec. 8:

Lot? Lot 6 09.75 acres)

E) Township 8 South, Range 20 East, SLM

Sec. 8: Lots 2 and 3 (52.77 acres)

F) Township 8 South;�ange 2() East, SLM

Sec. 8: Lot 4 Sec. 17: Lotsl and 3

(69.78 acres)

G) Township 8 . South, Range 20 East, SLM

Sec. 16: Lots 4 and 5 (39 acres)

H) Township 8. South, Range 21 East, SLM:

Sec. 5: Lot 3 and that porti()n of the Green River lying within the NWY4NWY4 (40 acres)

8

I 1. Because wells have already peyndrmed in the center ()f certainquartyr�

quarter sections under tbe general well sjting rule, optimal location Clf a second

authorized· well 011 a 20-acre well density . pattern will reqilire it to be as dose to the

quarter-quarter sGction line a.spossible. Therefore, a 100"foot se1ba:ckfrOm a drilling unit

boundary .if thy adjacent lahdsare within the same lease !incihave the same prOduction

interest . oWneiswill .accomrh6date the ()ptimizatioh of such lopati<:ms while still

protecting . 9()m�lative rif$hts of theaffect(!d parties. In addition,by maintaining the

existing 4�O�foot setback estaplished under the gynerfll well siting nile from a shared

drilliQg unitilea§e boun�ary line, which is based on a 40 ... acre yquivalent well deJ:1sity

pattern, and given the lesser drainage area expected from wells on a 20-acre density

pattern"the correlative rights of the owners in adjacent lands will likewise be protycted.

12. Axia has represented that, due to the enviroIl111ental constraints outlined in

Findings of Fact No.3 above, as well as the 6ptiillal well location circumstances outlined

in Fifldings of Fact No. 11 above and other topographic and surface owner

accommodation constraints, directional drilling of wells On the Subject Lands in all

likelihood will be required. Axia has represented that, to the extent any portion of the

prOductive intervals of any such directionally drilled well is outside of the setbacks

addressed in Findings of Fact No. 11 above, it will seek an exception location approval in

9

accor9aJ1ce with Utah Admin. Code Rule R649-3-'3 (01' substantially entered equivalent

regillation).

13, A copy of tlw Request was mailed; postage pre�paid, certified with return

tyceipt request�d, and properly addressed to all mineral, leasehold and production interest

owqers in the Sllbject Larids,and to TLA and the State ahd Vernal Field Offjce of the

BLM as the gov�rnmentai agencies havirig millcral juris�ictiQr over portions of the

SUhjeetLarids. The Inailings were sent to sai<i parties at their last addr�sses disclosed by

the TLA,I1LM.and Uintah Courity records, Mailed potiee was not p:rovid� to owners

within 460�feet of the outer bOl,ll1daries of the Subject Lands.

14. Notice of the filing of the Request and of the hearing thereon was duly

published in the Uintah Basin Standard on October 1, 2013,. the Vernal Express on

OCtober 2, 2013 and in the Salt Lake Tribune and the DesereHvlorning News on October

6,2013.

15. The vote of the Board members present and participating in the hearing on

this Cause was unanimous (4-0) in favor of granting the Request subject to the

modificatiqns and exceptions outlined in the Qrder section'below.

CONCLUSIONS OF LAW

L Due and regular riotice of the tiine, place and purpose of the hearing was

properly given to all parties whose legally protected interests are affected by the Request

10

in the form and manner as requiI'ed by law and the rules and r�gu1ations cifthe Board arid

Division except �s i;tddressed in Conclusion of Law No.7 below.

2. Th¢ Boarg has jurisdiction over all matters coveted by the Request and all

interested parties therein, andhas the power arid authodtytbrehdet the Qrder herein set

forth pursuant to1Jtah Code Ann. §§ 40-6-5(3)(b) and 40-6.;6 and Utah Adlhin.Code

]{uly R649-2-1(2),

3. The S,upject Formations, as defined in Fiiiding of Fact No� 4 above,

constitute a "coli1rhon source of supply" as that phrase is defil1cd iii Utah Code Apn. §

40",6.,2(19).

4. A 40-acre or substantial equivalent drilling uriitasest�blished hereunderJor

the Subject Formations is not smaller than the maximum area that can be efficiently and

economically drained by one well. -

5. Two wells are required to efficiently and economically drain each drilling

unit established hereunder.

6, Establishment of well setbacks of 460 feet from a shared drilling unitllei:lSe

boundary line and 100 feet lithe adjacent lands ate within tIle same lease and have the

same production interest owners is protective of correlative rights and is fair, reasonable

and justified under the circumstances.

11

7. Notice of fru; Request seeking to declare Utah Admin. Code Rule R649.,3-

11(1;1) inapplicable only as rel(lting to oWners ·in lands adjacent to th� other boundaries

of the Subject Lal1<1.$ is defective al1d prohibits the Bpard from granting Axia the relief

requested pertainil1g thereto.

8. The Board has the authority underUtah Admin. Code Rule R649-2-' 1(2) to

h19di& thetequi,relllents ()f U!�h AdnHn. C()de Rule R649.,3� I I(1J)as to th� parties

given proper 110tice ()ftheRequest seeking, relief relating thereto.

9. Axia. has demonstiated good cause as to why Utah Admin. Code Rule

R649-3-11(1.1) should be declared inapplicable to ditectiollally drilled Wells with surface

hole,proclllctive iiitervais and bctto)11 hole locatiqns entirely within the setbacl<s

referenced in Conclusion of Law No.6 above, and good cause as to why the notice

reqllitements of said rUle shotild be modified as t() owners in the lands within 460 feet of

the outer boundaries of the Subject Lands.

10. The relief granted hereby will result In consistent and orderly development

and th,e �reatest recovery of oil� gaS al1d associated hydrocarbons from tl1c Subject

Formations underlyil1g the Subject Lands, prevent waste and adequately protect the

conelative rigllts of all affected parties.

11. Axia has sustained its burden of pr()of, demonstrated good cause, and

satisfied all legal requirements for the granting of the Request except as addressed above.

12

ORnER

Based . upon the Request, .testitnony and evidence submitted,and the findings of

fact and conclusions of law stCited above, the Board hereby orders:

1. The Request in this calise is granted with the i:nopifications outlined},e16w.

2. 40,.acre (quarter-quarter or supstap.tially equivalent lots or combipatiol) of

lots andlor riv¢r bed) drilgngunits for th� prpduction of oil, gas and hydrocarbons from

the Stlbject Formations (�s gefiried apoV¢) fron'! the SubJe¢t Lands (as defined above),

with the special drUling mlits icteritifled in Findings ofF act No. 1 Oabpve, are hereby

established.

3. TWo (2) producing wells per drilling unit so established are hereby

authorized; proVided no well may be located closer than 460 feet to a shared drilling

unit/lease boundary line and no closer than 100 feet if the adjacent lands are within the

same lease arid have the same production· interest owners, without an exception location

approval in accordance with Utah AdlUin.Code RuleR649-3-3 (or subsequently enacted

equivalent regUlation).

4. The existing wells producing from the Subject Formations upon t1).e Subject

Lands are declared to be at legal locationsrt6twithstanding the l'clief granted herein.

5. Utah Admin. Code Rule R649-3-11(1.1) is hereby declared inapplicable to

any directionally drilled well on the drilling units so established as long as the surface

13

hole location, all productive intervals and QOttOlll hole location are within the set hacks so

established arid with th,e caveat th11t, if .ah uphole completion closer tha11 the setbapk is

subsequently proposed, aJlexceptioll location approval in ac�()rdance wi�}1lntlh Admin;

Code Rule R649�3.,.3 (or sllbseqllentlyen<icted equivalent regulaHQp.) will be required.

6. As to any directioP,1l11y .driiIed well where th� surface 10catiol1 is olltside of

the establi.shed setbacks but tl1e.Prodllctive interval� al1d bQttofu hole loctltion areentitely

withil1 the s9�backs� the require.111ents of Utah Admin. Code Rule R649�3."J1(Ll) are

here.by l110difie.4, as relating to thlsCallseoJily, to proVide th,at Axia (or its sUccessor

operators )shafl give written notice 6fsuch dlfection:11 drilling to· all o�ers within a 460-

fdot tadius of all JlQints along said wellbqre, specifically identifying the surface hole

location, points of intersection with the Subject Forinations, the anticipated prodtlctive

. intervals, ap,d the bottom hole locatibn; with the latter Wee ite.msby necessity required to

be within the established setbacks, aridoutliriillg said owners have thirty· (30) days from

receipt in which to provide Axia ()r its successor operators) with any objections thereto

in writing. lfno objections are received by Axia (01' its success01' operators) within said

thirty (30) day period, it shall provide the Division with a written certification to that

effect and, upon receipt of such certification, the Division is authorized to

administratively approve the directional drilling without the nee.d for further hearing. If

any objection is timely received by Axia (or its successor operators), it shall be required

14

� " � '-

to file a Request for Agency Action with the B oarcl alld, after hearing, obtain Boa.rd

appfov�l before the directional drilling may be authorized.

7. Pursuant to Utah Admin. Code Rules R64 1 .ap.d Utah Code Ann . . § 63G-4-

204 to 208, the B.oard has considered and declgedthis rnattet as II formal adjudicatiqn.

8. This Order is based exclusively on evidence ()fre�org in the adjudicative

proceeding or.on facts officially l).ote:d, al1Q conS!i.tutes the sigried 'yvritten ()rder stating the

Boarq's decision and the. reflsphs for the decision, all as required by the Administrative

Procedures Act, Utah C()c1e AhIL § 63G-4-208 alld Utah Administrative Code RuleR641:.;

1 09 .

9 . . Notice re: Right to Seek ,Tudiclal Review by the Utah Supreme Court or to

Request Board Reconsideration: As required by Utah Code Ann. § 63G-4.,.208( e) - (g),

the B oard hereby notifies all parties in interest that they have the right to seek judicial

review of this fmal Board Order in this formal adjudication by filing a timely appeal with

the Utah Supret;ne (:3ourt within 30 days after the date that this Orcler issued. Utah Code

Ann. §§ 63G-4-40 1 (3)(a) and 403 . As an altemative to seeking immediate judicial

review, and not as a prerequisite to seeking judicial review; the Board also hereby notifies

parties that they may elect to request that the B oard reconsider this Order, which

constitutes a final agency uction of the Board. Utah Code Ann. § 63G-4-302, entitled,

"Agency Review - Reconsideration," states :

15

(l)(a) Within 20 days after the date that an ord!?r is issued for which review by the,

. agency or by a superiqr a��l1cy Ulider Section 63G-4·aOI is

unavailable, anq if the Qnler would othetwise coIistitute final �gency acti()n� any party may 11le a written reqllest for reeonsideration with the agency, stating the specific grounds upon which relief is requested.

(b) Unless otherwise proviged bY statuty, the fil1ng of the requt;:sf is not a prerequisite for seeldng jl.ldiciai review of tlie md'er.

. .

(2) The r(;quest for l't;\?PIlsideration shall be fi led with the a�en()y alld one copy shall be sent py Il1ail to each party by the person making the request.

(3 ) (a) The agelley head, .of a person designilted for that purpose, shall issue a written order gnmtillg the request Or denying the reguest. .

(b) .'

Ifth� ageney head or the person designatecl for that purpose ,<.ioes not

issue an order within ,20 days after the tiling . of the request, the request · for reeohsideration shall be considered to be del1it�d.

Id. The Board also hereby notifies the parties that Utah Admin, Code Rule R641- 1 1 0-

100, which is part of a group of Board rules entitled, "Rehearing and Modification of

Existing Orders," states:

Any person ftffec;ted by a final order or decision of the Board may file a petition for rehearing. Unless otherwise 'provided, a petition for rehearing must pe filed no later than the 10th day of the month folIowiI1g the date of signing of the final order or decision for whiCh the reheat:ing is sought. A copy of such petition Will be setved on each other party to the proceeding no later than the 1 5th day of the month.

Id. See Utah Admin. Code Rule R641-1 1 O-'200 for the required contents of a petition for

Rehearing. If there is any conflict between the deadline in Utah Code Ann. § 630-4-302

16

and tIle deadline in Utah Admin� Code Rule R64 t·l l 0-100 for moving tq rehear this

tnaijer, the Boarel hereby rules that the later of the two deactljlles shall be ayailable to any

party moving to rehear this matter. If the B()ard later denies a tim�ly :pet�tion for

rehearing, the party may still seek judiCial reVIew ()f the Order by perfecttng a tiInely

appeal With the Utah Supreme CoUrt withiri 30 days thereafter.

The Board retains COl1tinlling jurisdictioh · over al1 �e paqies and over the subject

.ma.tter of this cause, e.xcept to the eXtent said jurisdiction may he divested by the filing of

a timely appeal to seekjudicial �eview ofthi� order by fb,e Utah Supreme Court.

For all purposes, the Chaitjnan's signature on a fa?Ced �opy of this Greler sh�ll be

deemed the e.quiValent of a signed original.

1275.01

DATED this f%:-day of ;1.��� , 2013

17

CERTIFICATE OF MAILING

I heteby certlfy that ()Il this 1 3 th day ()f NoVern.ber, 20J �� I c(illsed . a true and C.oITeet C9Py of the foregoing FINDING� OF FA(;.T� �QNCLlJSIQNS OF Lb-W AND O-a.DER for Docket No. 201 3 .. 030, Cause No. 270-02, to be serVed via Email or us Mail properly addressed with postage prepaid upon .each of the following:

Prederick M. Ma,cDonalq, I<:sq. MACPONAL[5. & MILIJ�R . .. . . MINERAL LpGAL SERVICES,PLLC 7090 S �Unioh P�rkAv�l1lie, Suite 420 Salt Lake city, UT 84047

Micl1ael S: JOhns()n Assi§t€l;nt Anopley Gene-ral U1iili>�o�r� ofOi1, (Jas 8i Mining 1594 WestNorth Temple, Suite 30b Salt Lake City, UT 841 i 6 Via EmaU

Alan Harrisoh P.O. Box 1 374 . Oldsmar, FL 34677 [(J�deliverable]

Anrie Smart Pearce 3025 South 1 10() Ea.st Salt Lake·City, lJT 84106

BeverlY ]3, $m.art 8022 2i6th. Court Ne Redmond, VIA 98053

Brannon G. Young 8826 Frariklin I)rive Eagle Mountain, UT 84005

1 8

Axia Ell(;rgy, LLC Attention: T�b McGinley, Vice President of Larid 1430 Larimer �treet, Suite 400 Denver, cO 80202-1709

Steven F. Alder Al>�il>tant AttolJley G�neral {jt� J:30�(,i of on, Gas & Mini11g 1 594 Vv'estl'-IPrth Telllple, Suit¢ 300 Salt Lake Clty, UT 841 16

.

Via Email ·

Andrea Eyraud Ullett 3285 Larga Avenue Los Angeles, CA 90039

Bonita H. Atkinson . . . . . ' . . . .' '."

2096 East Lower Road Kamas, UT 84038

Bret Calder, Cp Trustee Calder Irreyocable Trust 742 East Sandy Dune CirCle Sandy, lIT 84094

Cerina Eyraud 1033 1 Sh�ngri La prive Huntington Beach, CA 92646

Brett Harrison ?�40 E 361 q Ci� § . . .

Sai¥t George, UT 84790;7��3 [Atldress updat�d i()/07/�0131

Craig Mcsorley 4.5 i7 IIazelton Woodbridge, VA 22193

Oaryl N� Ras!IlUss.ep 332 Cope Ridge Co:urt Ridgeville, CA 95747

D�vid AJlen YO\U1g 1542 FIuckleberry'Circ1e San.dy; UT 84093

Deborah J. Bowers 2254 Velvet Antler Trail Happy Jabk, AZ 86()24

Dillmilll family Llc 21 80 East Fort UnIon Blvd. Salt Lake City, Ut 84i�21 .

Douglas & Susan 1:'urner, Tnistees Susan Turner Living Trust P;Q. Box 672 Pleasant Orove, ut 84062

Windray LLC aka E. J Winder Family :LLC 333 Kensingtol1 Drive Lehi, UT 84043 [Address updated 1017/2013]

Eva B. Smart 143 6 S outh Beacon Drive Salt Lake City; UT 84108

Cyntbia Lee Gourley 3208 C(iP9pella . .. .. Aliso Viejo, UA 92656 [Address llpdated 10/01/2013]

David & i\:l1nette Smart 2223 East Des Moines Circle Mesa, A,Z 85213 . .

l)a.Vid H. Dilll�a11 4022 West 5600 South Lhke Shore, UT 84660

Del1n1s k . . I1oagl�nd 3243Noith 140 West Provo, Uf84604 .

Dq�othy Jones i 313 1 North 24th Avenue Phbenl�, A'i 85029 .

DouglAS G; And Amta K,. Price 1 10 Sopth 500 West Roosevelt, UT 84066

Encana Qi1 & Gas (Usa) Inc, 370 1 th Street, �uite 1700 Denver, CO S()202

Eyraud Properties Lie 6071 Annette Circle . Huntington Beach, CA 92647

19

Gayle S . Davis 4780 H()lly prive Shingle Springs, CA 95682

(}ru;ey Kel�ey P.O. Box 313 Myrtle Creek, OR 97457

Gloria Butcher 690North 2500 East Rdose"elt, DT S4666

[Iden &Rodg¢r S. Gl1nt1 1 835 N�rth 650 East Provo, lJT 84604

Irene Calder Berkoff; Tit!stee Qalder Family Trust

. 2·� 797 Sw Qa.k I-lill Lane Tualatin, OR ?7062

'a:t:ne� &, Hannah MOITOW 3096 Appleton Driv� Salt La.ke CitY, UT 841 1 9

James A. Dalke P.O. Bo� 60te) Bellevue, WA 98008

Jan Rhodes, Trustee Rhodes Living Tr Dtd 04/1 9/05 2037 · Shilsta St, Mojave, CA 93501

Jams Lynn Pearce Richards 76 16 Sbuth �eswick Road Sandy, UT 84093

Joann Hunting 2575 South 2400 EaSt Vernal, 0T 84018

John P. Young 1205 1 2th Street, Apt #6 Golden, CO 80401

George AIld Elna Allred P.O. Box 2Q6 Lapoint, ut 84036

Gerald L. Diilke 171 09 Nortll'Lakespur Lane SurPrise,· AZ·�5374

Greg Harrison 1 13 ·. Ancp:or Creek Way Holly Springs, NC 27540

Hypillman liunsaker, 'Trustee . L B Huhsa]{er FamilyTtust 2258 Jefiilings Stre�t Woodbtidge, VA 2219 1-4403

Ivan .&, Mary Rogers He .69 Box 200 Rim.dlett, UT 84063 . . . .. ' . .

James & Patsy Rasmussen 27� Englewood Drive Brigham City, lJT84302

20

James H; Jordan, Trustee James It 10rdan Revocable Tr Dtd 06/01/07 P.O. Box 983 Albany, OR 97321

Jay S. Bell 2343 Woodlake Circle Locii, CA 95242

Jenny Lynll I{eIlTiod P.O. Box 1 02 Paraciise, UT 84328

Joann R. Hofhine 24554 West 1 1 500 South Stohe, 10 83252

JOYGe A., Rodgers 6055 Big B¢n,d Las Vega�, NV 8�1 56

Julie Cay � RaymoJ;1d E. Mansur 241 49 WiHow Creek Road Diamon<l Sar, CA 91765

Kathleen Jordan 903 1�ast 9thPlaee IvIesa, AZ 85203

Kell�y Joint Tfllst ptd 01107113 1\1ic�ael & Jary KelIey, Trustees 1 1 5 tafayett� St . Gleridale� bR 97442

. Latira Ward PO Box 351 Imperial Beach, CA 9 1933-035 1 [Address upda.ted 10/7/2013]

Lucille R; Brown 1 37 Mira Del Sur San Clemente, CA 92673 [Uildeliver�ble ]

Lynne Young Jessup 5258 South2030 West Taylorsvill�, Dr 84093

Margaret B. Smart fj740 Hillpru::k Drive, #303 Los Angeles, CA 90068

Mark E. & Matilyn Anderson 1 144 North 70() West Centreville, Dr 84014

21

Joln}Ri�hard Calder; Deed 1 690 Mountain Circl� Fmit Heights, UT84037

J()yee El�int'; Maycp(:k. 279 Woodlake ciicl� Dayton, NY 89403

·

K.aren R�sl11u!)�en Knight Millard Gate & Rehah Ct;;nter i �b \Vhit� Sag� A.vel1Ue . . Delta, UT 84624 Katie Rebecca Crear 1 2 fI6ney LM� Pe}ham, NH 03Q7 6-3368

Lairy D. Ediger 23340 Doane Creek; Road Sheridan, OR 97378

Lester &, Doris O�bom 800. G�erAvenue Salillils, QA 9�905

Lynn Rodger C.alder 261 1 South 450 East Bountiful, DT 84010

Mata Beth Harner 8 1 3 Peaks :Mountain Road Galax, VA 24333

Margart:t Smart Eyring 251 7 Driftwood Drive Las Vegas, NV 89107

Ma�k Mcsorley P176 (jakF£ll1!l PI. Woodbridge, VA 22 192

The SuCce�$6rTrustee(s) ofthe Mary Eldredge Trust

"

5945 MaiIi Ave Apt E ,

Qrangevale, CA95t562-493Q , [Adcl:r��s updateJll()/10/2Qi�]

Iy1ary EU�beth JpMs 1 3441 IIaicoUrt1\.ye. NOrWa�k, CA 90�5Q

Mary MqJherson 392() PriX ' Casper; WY 82604

Melinda Marie Wood 24149 Willow Creek Road Diamond Bar, CA 91765

Milc.lred S. Delqng 23 South 800 East, Apt #1 �altL�e City, lJT 841 02

NOrma E. bickey 1702 Cresthaveri Dr. Pantego, TX 76013

NRLL East LLC ' I M�llchly Irvin�, CA 92618 [Undeiiverablej

,Paul R. & Naomi D. Lunt, Trustees Paul It & Na.Ofui LUrit Living Tri,lst 439 Circleway Drive Cedar City, UT 84720

Mark E. &, Marilyn Anderson, Trustees Just A �a1lja �ahiily Trust 1 144 Norlh 700 West Centreville, IJT 840 14

Martha Jordan Boright Yn 5a8t :pointes Drive East Shelton, WA 98584

¥¥y E4na Jordan 3443 �s'plande, #1 14 ,

NeW Qfleans, LA 701 1 9

MElrY F, NAwion 1457� R.iyerside Driye Apple Val�ey� Cf\. 92307

Ma�weenS. '&' 13hiine Leroy Gale 11439 HIgh MeSa Drive Sandy; UT �4092

Micl1ael & Margaret Ankenbauer 1 5613 Bechard Ave. NorWalk, CA 90650

Na,tl)a,n Harrison 4 W¢st 850 South Laytqn, lJT 84041

Nonrtan Rogers Fatnily Protection Tr Jean Hari'isop, R,ogers, Trustee 1 285 Valentirie Street

22

Salt Lake City, lJT 841 16

0 & G Royal LIc 1 MaucWy Irvine, CA 92618

RichardAnd Betty Thompson � 7� R¢d:tpopq �d� Eureka, CA 95503

R()dl1ey Harrison 1 121 SOl,ltlI i 52$ West Syracuse, Dr 840.75

Rosemary �Qgets P.o. Box 1364-Bountiful, vt 840. 1 1 [Und�liverable]

Sh¢ay .. Considipe i2371 C�bti.a l)rive yti�aipa, CA;92399 Utah [)epl;lrtllJJ;lp,t QfTransportati()l1 C/O Otah Division Of Fotestry� Fire & State Lands

· .

Attn: Jamie Banies IS94 W�stNorth T�mple, Ste. 3 52Q Sa1t Lake Qity, lIT 841 1 4-570.3

Stella J. Rasmllssen 1l3iSuntlower Ave. Belen, NM 87o.02

Suzanne Okelberry P.O. Box 14.& 1 Bountiful, UT 840.1 .1

TiIJ,1 Thang Vo 35683 Goldsmith Drive Fremont, CA 94536

Rhea & Albert Joseph Hooper P Q.Box 1 82 1 Hilltop, TX 77871

Richard C; & Troy M. Young 210.5 South Main Street M�pleton, ·lJT 84664

Roger Harrison 1 466 West 1 1 1 5 South South Jordan, tiT 840.95

Rllstin YOung Box 50.3

.

. Oakley, UT.84o.5.5

�tanley J. Page Box 43 Oakley, UT 840.55

Utah School And Institutional Trust Lands Adlninistration Attn: Lavonne Garrison 675 East 500. South, Suite 50.0. Salt Lake City, UT 841 02

23

Stonegate Resources, LIc 4994 East Meadows Drive Park City, UT 840.98

Suzette Woodbury Benecke 2628 Elizabeth Pkwy Fallon, NV 8940.6 [Address updated 10.17/2013]

Val Harrison 470, NortJJ. 12.90 Ea1>t Bountiful, vi' 840'10

Verda Wilkinson One ;Kynton Lane Bela Vista, AZ 727 15 [Undeliverable]

Wasi:ltch bil & Gas LIc lO lO North 500 East, Suite 320 North Salt Lakb, UT 84054

William & Donna Smart 171 3TCI Aveniie, Unh 615 Salt Lake City, UT 841 03

William Harold Calder 732 North 500 East Vernal, UT84078

United States Of America Bltrt Vemal Field Office Attn: Jerry Kenczka 170 South 500 East Vernal, UT 84078

Clark Gilbert Allred P.O. Box 708 Kealakelua, HI 96750

Thomas Mathew Allred 2187 El Camino Meseta Fountain, CO 80817

Ul1ited States Of America BIm Utah State Office A��: R�ger L� B�nk�I1 440 WeSf 200 S6pth, Suite 500 Salt Lake City, 1JT84101

Veta. Rogers Harrisol1, Trustee HeRer$eime�l1 H!lrrison Family Trust 2359 South 1500'East VelJial, UT 840'78 . [Undeliverable]

Vicki Rear)' 4457 Sortth Vernal Ave. \fetn�l, DT 84078

WeIldY Sue, Pack 474 Mini HOQks Road Cana, VA 243 17

Willirun & Meyhtilde Ankenbauet 1 0939 Railiffe Street NorWalk, CA 90650

24

Yvette Eyraud Davis 4�6 North Canyon Monrovia, CA 90039

SUSaIl 1'racy 1 1970 S()uth 1300 West IU�ertol1, DT 84065

Benjamin I<lrk Allred 1 742 West Loertmnn Drive Queen Creek, AZ 85 142�5803 [Addtcss updatc(i lO/4/2013]

Heidi J eall Allred Frank P.O. Box 6 1 0.27 Reno, NV 8950.6 [Undeliverable]

Tom Fife 2950. Whitegate Dr. Merced, CA 95340.

Deborah Hainline 1 3 525 Orange Blossom Ln. Poway; CA 920.64

Catharine Delong 23 South 80.0. East, Apt. #1 Salt Lake City, UT 8410.2

Jos�ph Delong 7382 South 1 0.25 East South Weber, UT 8440.5

Kurt Delong 4420. Victor Point Road Ne Silverton, OR 9738 1

David Delong 1 0.2 1 Fir St. Ne Olympia, WA 9850.6

Brett E. Eldredge 1 0 1 7 Isaac James Ave. Chico, CA 95928

Samuel Moroni Allred 9350. Double R Blvd., #28 1 5 Reno, NV 89521

Daniel Helaman Allred 5554 Carson Way Denver, CO 80.239

Suzattne Hebertson 8435 N. 66th East Ave Qwasso, O.K 74b� 5 [Address updated 10.17/2013]

Catherine Richards 25 17 Driftwopd Drive Las Vegas, NV 89107

Thomas Delong 243 Concord A ve�., Apt. 8 Cambridge, MA 0.21 38

Dotti Smart, Marjean Smart, Carol Smart Jhqane Smart, Gary Smart (All CIO Gary Smart) 80.22 2 1 6th Court Ne Redmond, WA 980.53

Leesa Dupre

2 5

5945 Main Ave., #E Orangevale, CA 9$662

Mary Simmons 9148 Sunfire Way Sacramento, CA 95826

EXHIBIT C

EXHIBIT C Three Rivers Location Map

Duchesne Ulntah

Three Rivers

Carbon

EXHIBIT 0

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Proposed Spacing Area

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Scale � 1 mil"

EXHIBIT D-l

- Application Lands

c::: FRl leasehold

N

t Docket: 2014-024

C.use: 270-03

+\- , �

c- --2\4 \ I 1 9

, 2 A\ ,

\ , 30 36 B�C I .

31 I 1 � -

Special Drilling Units: A through D

I i I I 7S \20E

20 21 I 22 , I ,

- -

I I , 29 I 28 27 I I

, I ___ I ---

, 32 I 33 I 34

, I I I

Scale _ 1 mIle

N

1

EXHIBIT D-2

- Application lands

o Special Drilling Units

as described on Page

3 of the RAA

Docket: 2014-024 Couse; 270-0l

EXHIBIT E

Existing Spaced Lands

•

"

, •

• • • • • • •

• • • "

78 121E " .

•

• •

• ,

, "

" "

" •

• "

• •

Scille � 1 mile

EXHIBIT E

- Application Lands

D FRl leasehold

!!§! Lands subject to

27G-02 Order (2 wells per 40 acres

or equivalent

combination of

lots and :'::':

sectionsl • Federal Unit

N

1 Dod<et: ZCl<HJZ4

Co",e: 270-03

•

- -- -

..

"

EXHIBIT F

Structure Contour of Garden Gulch Marker in Green River Formation

, ...

.. "

"

•

- --

---- -

..

"

.. "

-=-----

• "

, .

Sule _ l mile Docket: ZOl4-0Z4

Couse: Z70.o3

EXHIBIT G

EXH IBIT G liD FI N LEY Uinta Basin Stratigraphy -Three Rivers Type Well r � . o u r c � " _."""""' . ...... "'.

• c � o w

•

•

Tl-IREE RlVEFlS �31·no •

GREEN RIVER

t::.""" GUlQj MARKeR

PERFS Indicated In PINK

UHlAND eUTTE WASATCH

7787 It md

•

•• " "

•

• • M"rs� :- .... 1) EE RIVERS 3-l-'31.n8 I

• •

Sc�le _ 1 mil�

The interval to be spaced is defined as: The stratigraphic equivalent of the interval between the Ma hogany Bench top, as found at 4,359', and approximately 1,000' into the Paleocene Wasatch, as found at 7,787', on the log for the Ultra Resources Three Rivers 34-31-720 Well located in Section 34, T7S-R20E, SLM .

Dad<et; 2014-024 Couse; 270.{l3

I 1 I

I'

F'

t

Cross Section Location Map

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EXHIBIT H

Il<>Ck�' 20l4-O24

(au.e, 270·03

EXHIBIT I

FI L Y Cross Sect ion N - S r e s 0 U r c e s

ACQUIRE .. DEVELOP . SUCCEED

N Three Rivers Three Rivers 34-31-720 16-1\1-820 s

Mahogany Bench � � .1:=J I M ahogany Bench

�--_::.-�."-.�-�_�-r_. � � �L� ��� �- t �j � i_- F ;��jl � i::. '9 � ��, -� ""_j e -l L

;..:::::"'" l ' --:"""";W'" __ ' � �":-=1 � : �� ��. ? Garden Gulch Ma rker Garden Gulch Ma rker � : % ::. �.

��! F- ! .

� ::. �. , � j - ; : .: -<;,;;;ij -Douglas Creek : �"""".q;"-�-:-_-�"='-:'-- � Douglas Creek

: -.-�1 :-: - -· -:-'- 1 E:. : � .; : �-1 .. = ..:=:� � : �� r- � .- -1 :"

Black Shale Ma rker ""- �-':;;:::::i � � <-4 :� -��Black Shale Ma rker Castle Peak ; "'?- 1 { \ :;: ;-: -� E:. ��_. '_Castle Peak

Uteland Butte � �-F�- � -':.::.�' � : �- � - � : � .�

Wasatch : -,.'�:..=' ;:� ; -. S. _ Uteland Butte : �:::� - :,� � -�� � � :�7_ i ; :- �

"-- Wasatch -=.":;=--1 '- - �l ' �-j -; � �� :-� i t � f�.I �d '- : �L i I t ' -:?i � ��

EXH I B IT I

Th e s u bject fo rmatio ns

co ns ist of l a c u stri n e fl uvi a l ­

d e lta i c d e p osits i n t h e G reen

Rive r and a l l uvia l/fl uvi a l fa n

d e ltas i n the Wasatch .

Ave rage p o rosit ies i n t h e

G re e n Rive r a re 8% t o 10% with ave rage p e rmea b i l ity of

'" .05 to . 1 m O. he Wasatch

in t h i s a rea typ i ca l ly ave rages

l ess t h a n 8% po rosity a n d

l ess t h a n .05 m D

p e rm e a b i l ity.

Docket: 2014-024

Cause: 270-03

EXHIBIT J

EXH IBIT J

111 fJ.����,)' Processed Well Log Example - Three Rivers Federal 34-31-720

, I

, I ,

, ' I � Petrophysical modeling is used to improve our understa nding ofthe su bsurface. This analysis helps Finley identify potential producing intervals, minimize water production, calculate GOIP, understand possible drainage areas and estimate recoverable oil per location.

•

•

6 lithology components were used for calculations based on rock type for a more accurate evaluation Identify hydrocarbon saturated zones vs. water saturated zones in complex shaly sand & carbonate reservoirs

• Used to identify net pay and calculate OOIP

MB Marker-TD(Wasatch)

Average Sw = 32.4%

Average Phie = 9%

Net Pay " 371 feet

Docket: �014-o24

a.u<�: 270_03

EXHIBIT K

EXHIBIT K-l � FI N LEY Green River Reservoir Geometries (Nine Mile Canyon Outcrop Ana logy) ..., r �?..:!.!.� 40 Acre Drill Pattern Example

• • •

Channel Reservoir Ave. 15-20 ft. High and 145-375 ft. Wide Shoreline Related Reservoir Ave. 20 ft. High a n d 1650 ft. Wide Effective Porosity Ave. at Three Rivers is 9%

4D Acre DtlRlng Pattem

The scaled outcrop example above highlights sand bodies deposited in a n environment analogous to that of the Three Rivers area. Sand bodies penetrated by the well bores 1320 feet apart (40 acre spaCing) are highlighted in green while sand bodies not penetrated are highlighted yellow and orange. This example shows that many hydrocarbon charged sand bodies would not be produced by 40 acre well density. Ooc/cttlOJA-02.II

tausr.lJO.Ol

EXHIBIT K-2 Green River Reservoir Geometries (Nine Mile Canyon Outcrop Analogy)

20 Acre Drill Pattern Example

• Channel Reservoir Ave. 15-20 ft. High and 145-375 ft. Wide • Shoreline Related Reservoir Ave. 20 ft. High and 1650 ft. Wide • Effective Porosity Ave. at Three Rivers is 9%

Lidallmage

GREliN R1'IIER Rl:iSmvo!RS ARE NARROW AND COUPL.eX

The 20 acre well density proposed by Finley Resources Inc. for the Three Rivers area is 660 feet. The diagram above shows that well bores spaced a minimum distance of 660 feet would penetrate most sand bodies and few would be penetrated by multiple well bores. At this dist(lnce Finley does not believe interference will occur between wells, even within sand bodies continuous between wells. Dock�t: 2014-024

Cause: 270-03

EXHIBIT L

EXHIBIT L-l Conceptual Drainage Efficiency

40 acre drainage ellipse 20 acre drainage ellipse

Q Q Q 0 "

." ."" ." •

• • • • "- "-

Q Q Q Q " " " ." • • •

• • ) • • "- "- "-

Q Q Q Q " "" "" "" • • • •

• • • • "- "- " " " Q Q Q Q

• • • •

• • ) • • "- "- "-Applying a dra inage ellipse with historical fracture orientation gives insight to resource optimization. The 40 acre drainage fll ustration shows that a significant amount of oil is stranded whereas the 20 acre ill ustration results in more complete coverage and increase in gross oil recovery. Docket: 2014-024

cau.�: 270-03

liD FINLEY r .. . o u r c e • .. -.-�� . ���

Conceptual Drainage Efficiency EXHIBIT L-2

40 acre drainage ellipse 20 acre drainage ellipse

Q Q Q (:) "

." .� ." •

• • • • "- 1"- i'- I'--

Q Q Q Q " " " .' • • •

• • • • l"- I'--

Q Q Q Q .' .' � ( " • •

• • • • I'-- I"-

Q Q Q Q , , , .' • • •

• • • • I"- 1'-Drainage areas were calculated for wells using the criteria in the discussion above. I n the area of Section 16, the drainage area for the Three Rivers 16-41-820 is estimated to be 10 acres. I n Section 34, the Three Rivers 34-31-720 drainage area is estimated to be 14 acres.

DoI:I<et: 2014·024

Cause: 170-03

Ii' fJ.�.b.� Original Oil in Place Per 640 Acres (MMBO)

"

•

��.- -� �

-_

.--.-_

. -

"

-- ,--�

�.

( " "

THREE RIVE S 16-41-:7.20 � �. �

I • ,

,

, 1.�,: ... ____ ,_

, __ "-__ � __ S __ 3_E-,��.-����� __ "-__ "-;�"O."� 1 S<3[� . 1 mile

EXHIBIT M-l

Finley estimated that Section 16 contains �147 MMBOIP or ..... 9.2 MMBOIP/40 acres. Section 34 contains ..... 120 MMBOIP or ..... 7.5 MMBOIP/40 acres. This assumes a n effective porosity cutoff of 3.5 %, an oil saturation (So) of 45% which results in a total reservoir thickness (h) of 371' in Section 34 to 484' in section 16.

Calculated OQIP Averages

""133.5 MMBO/sec

OOIP Metrics

Sw< 55%

Phie > 3.5% Bo = 1.2

h = 371' to 484'

Oocket: 2014-{124

c.u�: 270-03

liD �1.�.:;.��J Original Oil in Place Per 640 Acres (MMBO)

,

..

,. --,- "- -- _._--,- -. ---.-.---.. - � j-j---tjl :. '

" 7S'20E

; ---

-----l . ---_"_" __ - 8S 20E

,

21 1 2:2 1 23 2� N ���'��S����

==? t

Scale. 1 mile

EXHIBIT M-2

If a typical well recovers between 200 MBO and 215 MBO, a 40 acre spacing density (16 wells per section) would allow recovery of only �2.3% of the OOIP in Section 16 and �2.9% in Section 34. ff these ca Iculations are correct, a substantial amount of oil will be left behind. Using Axia's estimated recovery factor of 7.9%, over 5% of the OQIP would not be recovered if only 16 wells were drilled, or between 6.0 and 7.35 MMBO per section left behind.

Docket: 2014�24 Cau.e: 270-(13

EXHIBIT N

Interference Analysis

• Well5 of interest

EXHIBIT N-l

To investigate possible interference in the area, Finley studied well performance in Axia's wells located in Section 32 of 7S-20E where 4 wells were drilled in relative close proximity. Well performance from the Three Rivers 32-35-720 was not affected by the completion and production from three (subsequent) surrounding wells brought on in the year following initial production from this well.

Dock�: 2014�24

Caus�, 27G-03

Interference Analysis

30 29 �-'---�

3 1 •

•

• Thre� Riv�rs32-35-720

os

Di5tance between wel15 - 1,100' BHL to BHL

EXHI BIT N-2

Docket: Z014-024

C.u ... : 170-03

aD FINLEY r � . o u r c � • . � . .. - . ... "",,,

Interference Defense

t��.�! 527:M " _" 3f_�_1

,

.�H_!,.L+t" _"" "f 12_25_1

5:11'1",

• Wells of interest

\.

\. \,5_]1_12 ,

EXHIBIT N-3

Docket: 2014-024

ca.,,�, 270-03

EXHIBIT 0

o ... � li ... '-'

10

10000

;; 1000 • ., E '" (; > c:: o E '" " 100 � � .c:: c: o ::E

10

N 0 N I 0\

�

812012,7878.733

I N LEY r e s 0 U r c e s

ACQUIRE .. OEVHOP • SUCCEED

l oP N 260 BOPD I � � ./

Th ree Rive rs 32-35-720 Decl i n e C u rve

County Name: UINT AH Operator NarM: U�ra Resoun:es Inc Field Name: Three Rivers

lease Name: Three Riwrs 32-35-720

/ /

Cum Gas Prod: 24411 Cum Oil Prod: 69593 Total Depth: 9006 Well Number: 32-35-720

_. # - .. -..... �.� .. - ...... -- ---- . . --- - ----. -- ' ... . -�- ----- ._ .. . .. . __ . - -. -.. . -- - .... -..

32-15 on production !::: !::: !::: :: � M M M ::l .� � -< -< .. .. .. 0 0 0 0 � 2 0 0 0 0 0 0 ": N N ": N N N N '" N

.!. � I � � I I I I Co v c: � !: c:: 2- '" .. <5 0 .. � !t .2.. � VI :z 0 ::: :E TIme

1-011 - Gas - waterl

:::: '" ... :::: 0 0 0 "t :r a. � <5

N > 0 :z

EXH I B IT 0-1

. .. �.�-....... ....... . .j I I J

I :::: 0 N � .. 0

Docket: 2014-024

Cause: 270-03

I N L y c e s

ACQUIRE if DEVELOP . SUCCEED

Th ree Rive rs 32-334-720 Decl i n e C u rve

County Name: UINTAH Cum Gas Prod: 9823 Operator r�ame: Unra Resources Inc Cum Oil Prod: 183 15 Field Name: Three Ri�rs Total Depth: 7253

EXH I B IT 0-2

Lease Name: Three Rivers 3:!-334-720 W�II Number: 32-334-720 1 000 00 1 -----------------------------------------================================================------------------------------------------------

10000

1 000

100

1 0 l ' 1

1 ' ===

712013,64225,559

c­o. , o

Time I- Oil - Gas - wal�rl

---:'-------==

c-�, , �, .' c

Docket: 2014-024

Cause: 270-03

1 00000

I '

1 J

N

c· r·, , &

912012.55374,5

F N L y Th ree Rive rs 32-15-720 Decl i n e Cu rve r e s 0 U r c e s

ACQUIRE .. DEVELOP . SUCCEED

CountyNam�: UINTAJ-f

Op�rator Nam�: Lt�ra P.�sources Inc

FI�ld I�ame: Three Rivers

Cum Gas Prod: 34634

Cum Oil Prod: 15975

Total Depth: 9070

....gase Name: Three F'lvers 3 2 - 1 5 -720 Well Number: 3 2 - 15-720

e.

0 ':0 e, �, , 0 2

----------------------

, - p , � 90 BaPD I � .... -..

N e,' C,' e" � � � � CJ ." .=, " N �, �� , , , � �. ;;; 0

e" M e" � � � .� <:> 0 0 " " N " , , ,

� 0> " 2-'" 2. -Time

1- 011 - Gas - waterl

co � 0 "

, ,,=11 " <t

M e" � � 0 0 ,,' ". , , Q. .... � 0

C,' � c· c,' ,!, 0

EXH I B IT 0-3

�

N

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Docket: 2014-024

Cause: 270-03

FI N L y r e s 0 U r c e s

ACQUIRE " DEVELOP . SUCCEED

Th ree Rive rs 32-33-720 Decl i n e C u rve

County Name: UINTAI-! Cum Gas Prod: 6969 Operator f.lam�: U�ra Resources Inc Cum Oil Prod: 25854 Field Name: Three Ri�rs Total Depth: 9125

EXH I B IT 0-4

Lease Name: Three RI�rs 3 � - 3 3 -720 Well Number 32-33-720 1 00000 �------�================�----------�===========================================--------------------------------------------­

l o P . � 200 BO PD .l . 1 0000 ! .

0- 1 '" 1 "OJ <: '" � u � 1 000 j ' '" E " 1 '0 >

� " 100 i -g i:; > 5 15

1 0 ; .

512013.920.76 . . --- _ .

� J ��:=============== .. =-. • -. . -�

-

. . . . -�: -----�.;==-=--. .

.

-. -=:::::::::=-.. -"'"--;,,-�-

._-------_..&...._---------------

Time 1-011 - Gas - wa1-;rl

Docket: 2014-024

Cause: 270-03

EXHIBIT P

-.-

,

Economics for Estimated Reserves

' * - -- "- � ---.-. ___ _ ._I

,-- J .. 7S'20E I 19 20 I 21 I 22 I

- _.-- � . -�-,

'"

• •

" ,

___

- --- T

i-

,

\ ,

- - - -

" "

----�- --- -

jl:"���'�'�"�IVE 16-41-720 __

_

_ ...

-_ --

!

"

1� 13

Scale = 1 mile

N

i

EXHIBIT P

Finley calculated economics for wells completed in the Three Rivers area based on area well performance, current market prices for oil and gas, drilling and operational costs in the area. Finley estimates that, under cu rrent market conditions, an average well drilled in the Three Rivers area should yield a PV10 (Net Present Value discounted at 10%) of $0, or simply break even, if ultimate gross reserves recovered approach 58 MBO.

Dock"t: 2014-024 c�u"": 27�1

EXHIBIT Z

m >< ::r: -a::J --I

)SENDER: COMPLETE THIS SECTION. . .... I ' � ". � , � ":�" I�" _ � r" r ( ' __ •

II Complete items 1, 2, and 3. Also com� item 4 if Restricted Delivery is desired.

.. Print your name and address on the reverse so that we can return the card to you •

• Attach this card to the back of the mail piece, or on the front if space permits.

1. Miele Addressed to:

Bill Barrett Corporation At1n: David Watts 1099 18th Street, Suite 2300 Denver, CO 80202

_ ---1- _ _ _ __ _

2. Article Number

Complete items 1. 2, and 3. Also co� item 4 if Restricted Delivery is desired.

'11 Print your name and address on the reverse t--""'t:"L-!...f;."-'---"'-=----&r-....'::�=�=-- so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits.

Bureau of Land Management Vernal Field Office Attn: Jerry Kenczka 170 South 500 East Vernal, UT 84078

COMPLETE THIS SECTION ON DEUVERY

(Transfer from service laoeO 7 0 12 3 4 6 0 0 0 0 3 1710 4 7 8 4 I 2. Article Number I (Transfer from servIce laoelj 7 0 1 2 3 4 6 0 0 0 0 3 1710 4 8 1 4

PS Form 381 1 , July 2013 Domestic Return Receipt i pS Form 381 1 , July 2013 Domestic Retum Receipt

II Complete items 1 , 2, and 3. Also complete item 4 if Restricted Delivery is desired.

II Print your name and address on the reverse so that we can return the card to you.

II Attach this card to the back of the mailpiece, or on the front if space permits.

1. Article Addressed to:

Crescent Point Energy U.S. Corp Attn: Rlan Wailer 555 17 St., Suite 1 800 Denver, CO 80202

2. Article Number (Transfer from service labeQ

� PS Form 1 , July 2013

_ . v . ,. - , • j -���El'R.��:, '2o,n;!f6!:-r.Ef5H/�,?EC:rtON , ' . II Complete items 1 , 2. and 3. Also c�

item 4 if Restricted Delivery is desired. .. Print your name and address on the reverse

so that we can return the card to you. • Attach this card to the back of the mailpiece,

or on the front if space permits.

1. Miele Addressed to:

Robert Bayless Producers, LLC -. • ..J Attn: Cranford Newell I

621 17th Street, Suite 2300 . Denver, CO 80293

2. Miele Number rrJla"MO' ,, __ r-o .. ';� ' .. hr.n

. COMPLETE THIS' SECTION ON DELIVERY .... _ � . ;; � f-. " ' _ . ' � - ,-'lo p. • -

II Complete items 1, 2, and 3. Also lp lEl O1e ____ ' item 4 if Restricted Delivery is desired. 1--7'""""':;--:�":"""=----f---r--'=���� .• Print your name and address on the reverse so that we can return the card to you. f. Attach this card to the back of the mailpiece,

, or on the front if space permits.

1. Article Addressed to:

BlA Uintah and Ouray Agency P.O. Box 130 Fort Duchesne, UT 84026

----_._-_ . . _._- - - -

7 0 1 2 3 4 6 0 0 0 0 3 1710 4 8 2 1 .

D Na

II Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired.

• Print your name and address on the reverse ' so that we can return the card to you.

• Attach this card to the back of the mailpiece, or on the front if space permits.

1. Article Addressed to:

Bureau of Land Management Utah State Office

· Attn: Roger Bankert l.!;:::===========! : 440 West 200 South, Suite 500 I . Salt Lake City, UT 84101 I - .----------. -�----

I

D. Is delivery address different from �em 1? Yes If YES. enter delivery address belaw:-"' 0 No

--. ...... �

2. Miele Number rrran.�rfmm .C>Arvir.A ff!lhAn 7 0 12 3 4 6 0 0 0 0 3 1 7 1 0 4 8 0 7 "

� Complete items 1 , 2, and 3. Also comp� item 4 if Restri�ted Delivery is desired.

J��:E������=::=r�d���� III Print your on the reverse so that to you.

I!! Attach mailpiece, or on

1. Article Addressed to:

UPL Three Rivers·

Holdings, Lic and Ultra Resources, Inc. c/o Mary Sharon Balakas . 304 Inverness Way South, Ste. 295 .

Englewood, CO 801 1 2

2. Article Numbe'

iii Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired.

III Print your name and address on the reverse so that We can return the card to you.

Ii! Attach this card to the back of the mailplece, or on the front if space permits.

1. Article Addressed to:

Ute Indian Tribe oflJintah and Ouray Reservation Energy & Minerals Dept. P.O. Box 70 Ft. Duchesne, UT 84026

III Complete items 1. 2, and 3. item 4 if Restricted Delivery is

.. Print your name and address on the reV'Br",,--_ so that we can return the card to you.

III Attach this card to the back of the mailpiece, or on the front if space permits.

1. Article Addressed to:

Ute Distribution Corporation P.O. Box 696 Roosevelt, UT 84066

II Complete items 1 , 2, and 3. Also complete item 4 if Restricted Delivery is desired.

III Print your name and address on the reverse so that we can return the card to you.

lI!I Attach this card to the back of the mailpiece, or on the front if space permits.

1. Article Addressed to:

. Utah School and Institutional Trust Lands Administration

. Attn: La Vonne Garrison' 675 East 500 South, Suite 500

I Salt Lake City, UT 84102-28 1 8

2 . Article Number (Tn:m�prfmm !l:j3rvil'!,t:II /::'Ih�f'1 7 0 1 2 3 4 6 0 0 0 0 3 1 7 1 0 4 7 5 3

iii Complete items ! , 2, and 3 Also complete item 4 if Restricted Delivery is desired.

ill Print your name and address on the reverse so lhat we can return the card to you.

m Attach this card to the bacl< of the mailpiece, or on the front if space permits.

1. Arllcle Addressed to:

EnCana Oil & Gas (USA) Inc. Attn: Judene Tatham 730 1 7th Street, Suite 1700

• Denver, CO 80202

A. Signature

x

B. Received by (printed Name)

D. Is delivery address different from item 11 0 Yes

If YES, enler delivery address below: 0 No

17 10 4 7 6 0