FILED JAN 2 0 2017

SECRETARY, BOARD OF OIL, GAS & MINING

BEFORE THE BOARD OF OIL, GAS AND MINING DEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN THE MATTER OF THE REQUEST FOR AGENCY ACTION OF CRESCENT POINT ENERGY U.S. CORP. FOR AN ORDER FORCE POOLING THE INTERESTS OF ALL OWNERS REFUSING TO AGREE TO LEASE THEIR INTERESTS OR OTHERWISE BEAR THEIR PROPORTIONATE SHARE OF THE COSTS OF DRILLING OPERATIONS FOR THE WINN #2-21-3-1E-H1 WELL IN THE DRILLING UNIT ESTABLISHED BY THE BOARD'S ORDER IN CAUSE NO. 131-141, COMPRISING SECTION 21, TOWNSHIP 3 SOUTH, RANGE 1 EAST, U.S.M., WITHIN THE CENTRAL RANDLETT AREA, UINTAH COUNTY, UTAH, FOR THE PRODUCTION OF OIL AND GAS FROM THE LOWER GREEN RIVER AND WASATCH FORMATIONS

PETITIONER'S MOTION FOR LEAVE TO FILE

HEARING EXHIBIT OUT OF TIME

Docl,et No. 2017-001

Cause No. 131-148

Cr·escent Point Energy U.S. Corp. (hereinafter sometimes "CPE" or "Petitioner"), by

and through its undersigned attorneys, and pursuant to Utah Administrative Code R641-1 00-400,

hereby moves the Board of Oil, Gas and Mining (hereinafter the "Board") for an order allowing

CPE to file the attached exhibit, styled Affidavit of Ryan Waller re: Efforts to Locate the Heirs

and/or Devisees of Hal Floyd Upp, Jr. ("Exhibit S") in the above-referenced Cause out of time.

In support of this motion, CPE respectfully states and represents as follows:

The hearing for this Cause is scheduled for Wednesday, January 25, 201 7. CPE has not

yet filed Exhibit S, because the Affidavit captioned as ExhibitS is a recent request made by Mr.

Steven F. Alder. Specifically, he asked CPE to provide an affidavit detailing its efforts to locate

the relevant heirs at issue in Cause No. 131-148. In response to Mr. Alder's request, CPE

provided and sent the attached affidavit of Ryan Waller to Mr. Alder and now seeks to have it

admitted as an exhibit.

The Board may allow filing of hearing exhibits less than 30 days before the scheduled

hearing date upon a showing of good cause. See U.A.C. Rule 641-100-400. Good cause

supports this filing because Exhibit S contains impmtant, highly relevant information that will

assist the Board in understanding and resolving the issues in this Cause. Specifically, Exhibit S

is the Affidavit of Ryan Waller (CPE Landman), detailing CPE's efforts over the past six years

to locate potential heirs and devisees of Mr. Hal Floyd Upp, Jr. Exhibit A to the Affidavit is a

graphic depiction of the Upp Family Tree.

CPE did not provide this affidavit earlier, simply because Mr. Alder only recently

requested it. Mr. Alder does not object to CPE's instant Motion. No other patties have filed a

response in this Cause, and therefore, no prejudice will result by granting this Motion.

Exhibit S and a proposed form of Order Granting Leave to File Hearing Exhibit Out of

Time are attached hereto.

WHEREFORE, for the foregoing reasons, CPE respectfully requests that the Board grant

CPE's Motion for Leave to File Hearing Exhibit Out of Time.

Dated this 20111 day of January, 2017.

LEAR & LEAR P.L.L.C.

By 1ft;;t:~ Ginger L. Utley Attorneys for Crescent Point Energy U.S. Corp. 808 E. South Temple St. Salt Lake City, UT 84102 Telephone: 801.538.5000 mitch.maio@leat·law.com ginger. utley@learlaw.com

CERTIFICATE OF MAILING

I hereby certify that I caused a true and correct copy of the within and foregoing Motion

for Leave to File Hearing Exhibit Out of Time to be mailed, certified mail, postage prepaid, this

L..-o day of January, 2017, to the following :

Steven F. Alder, Esq. Assistant Attorney General - Attorney for the Division of Oil, Gas and Mining 1594 West North Temple # 1700 Salt Lake City, Utah 84116

Michael S. Johnson Assistant Attorney General - Attorney for the Board of Oil, Gas and Mining 1594 West North Temple #300 Salt Lake City, Utah 84116

EXHIBITS

CPE Docket #: 2017-001

Cause#: 131-148

BEFORE THE BOARD OF OIL, GAS AND MINING DEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN THE MATTER OF THE REQUEST FOR AGENCY ACTION OF CRESCENT POINT ENERGY U.S. CORP., FOR AN ORDER FORCE POOLING THE INTERESTS OF ALL OWNERS REFUSING TO AGREE TO LEASE THEIR INTERESTS OR OTHERWISE BEAR THEIR PROPORTIONATE SHARE OF THE COSTS OF DRILLING OPERATIONS FOR THE WINN #2-21-3-1E-H1 WELL IN THE DRILLING UNIT ESTABLISHED BY THE ORDER IN CAUSE NO. 131-141, COMPRISING SECTION 21, TOWNSIDP 3 SOUTH, RANGE 1 EAST, U.S.M., WITHIN THE CENTRAL RANDLETT AREA, UINTAH COUNTY, UTAH, FOR THE PRODUCTION OF OIL AND GAS FROM THE LOWER GREEN RIVER AND WASATCH FORMATIONS.

sTATEOF CD lorCA.dO COUNTY OF ~Vif'

AFFIDAVIT OF RYAN WALLER RE: EFFORTS TO LOCATE THE

HEIRS AND/OR DEVISEES OF HAL FLOYD UPP, JR.

Docket No. 2017-001

Cause No. 131-148

) :ss

)

RYAN WALLER, being first duly swom, hereby states as follows:

I. I am over twenty-one (2 1) years of age. I have personal knowledge of the facts

set forth below, and if called, am competent to testify to the truth of these facts.

2. I am a Landman for Crescent Point Energy U.S. Corp (hereinafter "Crescent")

(any reference to "Crescent" also refers to and includes Crescent's employees and agents).

{00069453.1}

3. As the listed Operator of the Winn # 2-2 1-3- lE-HlWell (hereinafter "Well"),

Crescent retained Lear & Lear, PLLC to prepare a Drilling and Division Order Title Opinion

(hereinafter "DDOTO") covering cettain mineral interests in Section 2 1, Township 3 South,

Range 1 East, U.S.M. in Uintah County, Utah (hereinafter "Subject Lands").

4. The DDOTO identified the heirs and/or devisees of Hal Floyd Upp, Jr.

(hereinafter "Floyd") as owning a mineral interest in the Subject Lands.

5. As background, and for the Board 's convenience, Crescent has prepared a

demonstrative exhibit depicting the relevant pmt ions of the Upp family tree (hereinafter "Upp

Family Tree"), identifying the members of the Upp family who are referenced in this Affidavit

and reflecting their relationship to Floyd. The Upp Family Tree is attached hereto and

incorporated by reference as Exhibit A.

6. As shown in the Upp Family Tree, Mr. H.F. l)pp, a/kla Halleck F. Upp

(hereinafter "Halleck")- Fioyd' s father- is the patriarch of the Upp family. At the time of his

death, Halleck was a record owner of a mineral interest in the Subject Lands. When Halleck

passed away, his interest passed, in three equal shares, to his children: Floyd, Ellsworth

Lawrence Upp ("Ellsworth"), and Norma Margaret Upp McMullen ("Norma").

7. Crescent successfully leased the mineral interests passed to Ellswotth and Norma

and/or their heirs. Thus, 2/3 of Halleck's original mineral interest is leased to Crescent.

8. Crescent has been unable to lease Floyd's 1/3 interest, however, because Floyd

passed away in 1980, and his heirs are unknown and/or unlocatable (collectively, Floyd's heirs

and/or devisees are referred to as the "UnlocatabJe Owners").

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9. Through its efforts to locate and lease the Unlocatable Owners, Crescent has

determined that Floyd was married to Marva V. Upp ("Marva") at the time of his death and that

Matva and Floyd had no children born of their marriage. Thus, fo llowing Floyd 's death, his

mineral interest would pass to Matva.

l 0. Crescent has fUlther determined that Marva passed away m 1993. Of note,

Marva's obi tuary states that she is survived only by her two brothers. The obituary makes no

mention of any son, living or dead, or of any other smv iv ing descendants. Thus, Crescent

focused its interests on determining and leas ing Marva's legal heirs.

11. While attempting to locate and lease Marva's legal he irs, Crescent learned that

Matva may have had a son from a prior marriage, whose name is believed to be either Lamar

Ellis or Andrea Del E llis (hereinafter "Lamar"). When asked, Upp famil y members confirmed

their be lief that Lamar existed, but explained that because Lamar and Matva were estranged and

had been for more than two decades, none of the Upp family members had any knowledge as to

where Lamar was located, how he could be contacted, whether he was still alive, or even the

validity of his name. Despite repeated efforts, Crescent has been unab le to locate Lamar.

12. In an effort to locate and lease the Unlocatable O wners, Crescent contacted

multiple Upp family members and also consulted various online databases, including the

databases customarily used in the industry: the Social Security Death Index, FinclaGrave.com,

Tributes.com, Ancestry.com, Legacy.com, Whitepages.com, relevant county records (i. e., Uintah

County records), and various other online obituary databases.

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13. In May 2011 , Crescent visited the last known address of an Upp family relative in

Riverdale, Utah, hoping to locate or obtain information about the Unlocatable Owners.

Crescent's effotts were unsuccessful.

14. In Jtme 2011 , Crescent visited the Weber County Recorders' Office and the

Weber County Courthouse looking for any property records or probate that may have identified

any Unlocatable Owners. Again, Crescent's effotts were unsuccessful.

15. Tlu·oughout June 20 II, Crescent made multiple attempts to locate any Upp family

members by telephone ancVor intemet who may be able to help identify the Un1ocatable Owners

ancVor conclusively determine heirship. Crescent's efforts were unsuccessful.

16. On June 20, 2011, Crescent spoke to Ella M. Upp. Ms. Ella M. Upp was unaware

of any mineral interests or potential heirs thereto but refetTed Crescent to her sister-in-law, Mary

Brown. Despite its efforts, Crescent was unable to contact Ms. Brown.

17. During June and July, 2011, Crescent continued making telephone calls to Upp

family members. For instance, on July 1, 20 11, Crescent spoke with Barbara Oxbonow (Floyd's

niece; Ellsworth's daughter), who infonned Crescent that she had a copy of Floyd's probate and

would meet with Crescent to review it. Crescent attempted to set up an appointment with Ms.

Oxborrow, but she did not respond. Thus, the meeting never occurred.

18. After speaking with Ms. Oxborrow on July 1, 2011 , Crescent immediately visited

the Weber County Records Office and the Weber County Cowt house a second time, this time to

order a copy of the probates of Floyd's and Ellsworth's respective estates. There were no

records of any probate on the Court's computer system for either Estate.

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19. In response to Crescent's ongoing outreach efforts to the Upp family members, in

October 2011 , Crescent received an email from Mr. Jeff Upp (Floyd's nephew; Ellsworth's son)

which included a copy of Marva's obituary.

20. In Spring 2012, Crescent met with Vemamay Boss (hereinafter "Vernamay")

(Floyd and Marva's sister-in-law; Vemamay was married to Marva's brother, Francis Eugene

Boss) to gather information about Matva, specifically focused on information about Marva's son,

Lamar, and to see if Vem amay would either lease her potential mineral interest or assist the

family in completing probate of Floyd 's and/or Marva's respective estates. Vemamay could not

provide any definitive infotmation about Lamar, except her belief that he existed.

21. In July 2014, Crescent again met with Vemamay to attempt to lease her potential

mineral interest and/or secure her assistance in completing probate for Floyd's and/or Marva's

respective estates. At that time, Vemamay infmm ed Crescent that she would not execute a lease

until there was a final detetmination regarding Lamar's status as a potential heir.

22. In 201 6, the Well began producing, and Crescent, as is standard practice, placed

the proceeds of production attributable to the mineral interest at issue in a suspense account, to

be paid to the rightful heirs once cletem1ined.

23. In Fall 201 6, still without any definitive information regarding Lamar and/or the

probate of Floyd's and Marva's respective estates, Crescent filed the instant Request for Agency

Action seeking to force pool Floyd 's mineral interest.

24. In perfotming its due diligence and in preparation for the hearing before this

Board, Crescent again researched Floyd's heirs, hoping to glean some new information about

Lamar or any of the Unlocatable Owners.

5

25. In January 2017, Crescent learned that Lamar may have passed away in 1992-

one year prior to Marva's death.

26. On January 13, 201 7, Crescent again contacted Vernamay by telephone and spoke

to her and her daughter, Mary Coolidge ("Mary"). During that call, Vernamay confirmed that

Lamar may have died in J 992, but provided nothing definitive to supp01t that fact. In addition,

both Vernamay and Mary confirmed that, as far as they knew, neither Floyd's nor Marva's

respective estates had been probated.

27. Despite its extensive, time-consuming and expensive effotts to identify and locate

the Unlocatable Owners, Crescent has been unable to do so.

28. To date, and despite nearly six years of searching, the rightful heirs to this mineral

interest have not been conclusively detem1ined.

(~ DATED this _______ day of January, 20 17.

By:~ Ryan Wa er Landman of Crescent Point Energy U.S. Cotp.

6

p; if SUBSCRIBED AND SWORN TO before me this~ day of January, 2017.

<·~llOf\, 1 Von ,J /;vlttt .J

Notary Public _ 11/ . Residing at: S).) /t Jl. s71- /?c-v

i-ftVve/1 co 0 c/ 2 {/' z (

7

EXHIBIT A

CPE Docket#: 2017-001

Cause#: 131-148

(inl passes to 2 kids, 112 each)

Dennis McMullen; and Michael McMullen

~ - H.F. Upp a/k/a Halleck Floyd Upp I I (deceased 1965)

I (int. passes to 3 kids. 1/3 each)

l L I ---l larFToyd Upp. Jr. -~

(dt:ccascu 19RO ,I

(int. passes to 5 kids. 1/5 each)

1 ett Upp;

John G. Upp; Barbara U. Oxburrow; Geraldine Glenn; and

Harold E. Uoo (deceased 2007)

Lamar Ellis or Andrea Del Ellis (Marva's possible son)

Presumed dead in 1992, but no proof of his life or his death

l

(PRESUME int. passes to Marva V. Upp as surviving spouse)

Marva V. (Boss) Upp (deceased 1993)

\)!

Vernamay Boss IVernamay's (Marva and Floyd's siblings and sister-in-law) their heirs

Vernarnay and her siblings (their children) may be Marva's heirs. but only if Marva's son predeceased her and had no legal heirs

CPE Docket#: 201 7-001

Cause#: 131-148

PROPOSED ORDER GRANTING LEAVE TO FILE HEARING EXHIBIT OUT OF TIME

BEFORE THE BOARD OF OIL, GAS AND MINING DEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

IN THE MATTER OF THE REQUEST FOR AGENCY ACTION OF CRESCENT POINT ENERGY U.S. CORP. FOR AN ORDER FORCE POOLING THE INTERESTS OF ALL OWNERS REFUSING TO AGREE TO LEASE THEIR INTERESTS OR OTHERWISE BEAR THEIR PROPORTIONATE SHARE OF THE COSTS OF DRILLING OPERATIONS FOR THE WINN #2-21-3-1E-H1 WELL IN THE DRILLING UNIT ESTABLISHED BY THE BOARD'S ORDER IN CAUSE NO. 131-141, COMPRISING SECTION 21, TOWNSHIP 3 SOUTH, RANGE 1 EAST, U.S.M., WITHIN THE CENTRAL RANDLETT AREA, UINTAH COUNTY, UTAH, FOR THE PRODUCTION OF OIL AND GAS FROM THE LOWER GREEN RIVER AND WASATCH FORMATIONS

[PROPOSED) ORDER GRANTING LEAVE TO FILE HEARING EXHIBIT

OUT OF TIME

Docket No. 2017-001

Cause No. 131-148

The Board of Oil, Gas and Mining (hereinafter the "Board") having fully considered

Crescent Point Energy U.S. Corp.'s (hereinafter "Petitioner") Motion for Leave to File Hearing

Exhibit Out of Time (hereinafter "Motion") and the grounds and reasons provided therefore,

and good cause appearing, hereby enters its Order granting the Motion as follows: The Motion is

granted and leave to file ExhibitS attached to the Motion is hereby given. For all purposes, the

Chairman's signature on a faxed or electronic copy of this order shall be deemed the equivalent

of a signed original.

Issued this ____ day of January, 2017

STATE OF UTAH BOARD OF OIL, GAS AND MINING

Ruland J Gill, Jr., Chairman