f i led - utah … · 19/09/2014 · puc certificated retail power provider pilot project to...

F I LED SEP 1 9 2014

S6CRETARY, BOARD OF OIL, GAS' MfNfNG

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 ULTRA RESOURCES,

INC. FOR AN ORDER EXTENDING THE

BOARD'S ORDER ENTERED IN CAUSE 270-02

TO ESTABLISH 40-ACRE (OR SUBSTANTIAL

EQUIVALENT) DRILLING UNITS FOR THE

PRODUCTION OF OIL, GAS AND

ASSOCIATED HYDROCARBONS FROM THE

EOCENE MIDDLE AND LOWER GREEN

RIVER FORMATIONS UNDERLYING THE

NWV4SEV4 AND SWv..SE'i4 OF SECTION 27,

TOWNSHIP 7 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. 20 14-038

Cause No. 270-06

Pursuant to Utah Admin. Code Rule R64 1-1 05-500, Petitioner Ultra Resources,

Inc. ("Ultra"), by and through its counsel of record, 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 October 22,

20 14 hearing on this cause:

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

• Ned Higgins - Senior Landman • Carl Lothringer - Director, Exploration and New

Ventures • Jeremy Golob - Asset Manager

EXHIBIT "B" - A true and correct copy of the Board's Order entered in Cause No. 270-02 ( 17 pages).

EXHIBIT "C" - Three Rivers Area Location Map, reflecting the location of the Three Rivers Field and the area requested to be spaced ( 1 page).

EXHIBIT "D" - Plat of existing wells and planned well locations in the area requested to be spaced (1 page).

EXHIBIT "E" - Geologic Cross-Section A-A' with stratigraphic definition of Eocene Middle and Lower Green River formations ( 1 page).

EXHIBIT "F" - Green River geometries (Nine Mile outcrop analysis) from Cause No. 270-02 (collectively, 2 pages).

EXHIBIT "G" - Drainage Ellipses and Development Plan ( 1 page).

EXHIBIT "H" - Volumetric Analysis related to 20 Acre Spacing ( 1 page).

EXHIBIT "I" - Three Rivers decline curves showing Oil and Gas EUR (collectively, 3 pages).

EXHIBIT "Z" - True and correct copies of return receipts indicating receipt of a copy of the Request by, or the status of delivery to, or of the mailings returned as undeliverable to, parties identified in the Certificate of Service dated September 12, 20 14, on file in this cause, as of September 1 8, 20 14 (to be supplemented prior to hearing) (collectively 1 0 pages).

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RMM:svr 2030.10

Respectfully submitted this 19th day of September, 2014.

By:

MACDONALD & MILLER MINERAL LEGAL SERVICES, PLLC

Relma M. Miller, Esq.

7090 S. Union Park Avenue, Suite 400 Salt Lake City, UT 84047 Telephone: (801) 676-0050 Facsimile: (801) 676-0051 E-Mail: [email protected]

Attorneys for Petitioner Ultra Resources, Inc.

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EXHIBIT A

NED HIGGINS Nhiggins [email protected] 5937 Sandrock Drive

Evergreen, Colorado 80439 (303) 910-0679

PROFESSIONAL EXPERIENCE

8/12 to present

7/11 to 7/12

9/06 to 7/11

10/03 to 9/06

Senior Landman - Ultra Petroleum; Denver, Colorado Senior Landman for Ultra Petroleum's Pennsylvania-Marcellus team. Coordinate activities and provide recommendations to management on all land matters in Shell Western Marcellus Joint Venture. Specific responsibilities include hiring and supervising brokers, hiring and coordination of title attorneys, title clearance, patiner negotiations, lease acquisition, budgeting and project scheduling. Other responsibilities include mentoring of junior landmen, negotiation and preparation of all agreements in support of Ultra's drilling activity in the Pennsylvania-Marcellus area including: JOA's, Patiicipation Agreements, Purchase and Sale documents, Pooling and Unitization Agreements, Surface Damage Settlements and Farmout Agreements.

Senior Landman - Anschutz Exploration; Denvel� Colorado Manage activities and provide recommendations to Vice President of Land for 600,000 acre prospect area in Glacier County Montana. Specific responsibilities included hiring and supervising brokers, hiring and coordination of title attorneys, title clearance, partner negotiations, lease acquisition, budgeting and project scheduling related to Anschutz drilled wells. Filed for the formation of three Federal Exploratory Units and assisted in the administration of an additional three Federal Units. Utilized up to three brokerage companies with a combined total of approximately 11 field landmen. Other activities and responsibilities included: daily coordination with Bureau of Land Management, Bureau of Indian Affairs, and the Blackfeet Nation Tribal Council; testifying relative to company matters at Montana Oil and Gas board hearings; and oversight of all Federal and State regulatory filings for all Anschutz drilled wells.

Senior Landman - Forest Oil Corp; Denver, Colorado Senior Landman for Forest Oil Corp's East Texas team. Coordinate activities and provide recommendations to management on all land matters in East Texas region. Specific responsibilities include hiring and supervising brokers, hiring and coordination of title attorneys, title clearance, patineI' negotiations, lease acquisition, budgeting and project scheduling related to Forest Oil Corp drilled wells. Other responsibilities include negotiation and preparation of all agreements in support of Forest Oil Corp drilling activity in assigned regions including: JOA's, Participation Agreements, Production Handling Agreements, Purchase and Sale documents, Pooling and Unitization Agreements, Surface Damage Settlements and Fatmout Agreements.

Director of Producer Services - Sequent Energy Management; Houston, Texas Statied a Producer Services group within Sequent Energy to secure wellhead supply and offer gas storage, gas transport and structured products and risk management services to the exploration and production community in the Eastern United States. Responsible for increasing wellhead volumes by 400,000 MMBtu/d as well as increasing the number active

1/03 to 10/03

4/02 to 1/03

4/98 to 12/01

9/94 to 4/98

11/88 to 9/94

2/86 to 11/88

1/84 to 2/86

EDUCATION

trading counterparties by 48. Under my direction Sequent's Producer Services group generated over $ 8 MM in revenue for 2005.

Partner - Creed Power; Hal/stan, Texas Together with two principals from Genova Power and funding from Wal-Mali, co-founded a PUC certificated Retail Power Provider pilot project to purchase Wal-Mati's retail power in ERCOT. Creed power was sold to Wal-Mart and internalized with-in Wal-Mart in October of 2003.

Energy Consulting - Genova Power Company; Dallas, Texas Provided consulting services relative to the fOlmation of a retail power marketing company doing business in the state of Texas. Specific tasks and duties included: assistance in the development of a business plan; preparation of all economic models and proformas; and joint responsibility for presentations to equity partners.

Manager - Enron Nortlt America; Hal/stan, Texas Manager in Enron Americas Upstream Origination group, with responsibility for the origination of commercial power and gas transactions in the upstream energy industry Served as lead analyst for the formation of a $40 to 50 MM EBITDA per year joint venture between Enron's LRC pipeline and Texaco Inc.'s Bridgeline pipeline. Included building all economic models and preparation of proformas and presentations for both Enron and Texaco senior management.

Consulting Landman - Houston, Texas Performed "Due-Diligence" and provided consulting services relative to the purchase and sale of oil and gas properties for various companies including: Unocal, Apaclte Oil and Gas,

Cinco Energy, and OXY USA.

Area Landman - IP Petroleum Company, Inc.; Houston, Texas Coordinate activities and provide recommendations to Land Manager relative to all land matters on prospect areas in IP Petroleum's Gulf Coast District (Texas, Louisiana, Mississippi, Alabama).

Petroleum Landman - Meridian Oil Inc.; Denver ,Colorado Performed all real estate functions relative to various assigned prospects in several rocky mountain states including Colorado, Utah, and Wyoming.

Contract Landman - Meridian Oil Inc; Hal/stan, Texas Performed leasehold acquisition, contract negotiation and preparation, title review and curative relative to various Louisiana and Texas Gulf Coast prospects.

M.B.A., Finance - (1998) University of Houston,

B.B.A., Petroleum Land Management (1984), University of Texas at Austin

Carl J. Lothringer Ultra Petroleum

304 Inverness Way South, Suite 295, Denver, CO 80112 (303) 645-9811 (office) (281) 414-5076 (mobile)

E-mail: [email protected]

I am employed by Ultra Petroleum in Denver, Colorado, where I have worked since 2010. Prior to Ultra, I was employed by SM-Energy (5 years), and with Unocal (23 years). My career has been evenly divided between exploration and development activity in numerous and varied geologic settings in both onshore and offshore business environments. I have served in both technical and managerial roles.

Ultra Petroleum

• 2010 to Present: Currently Director, Exploration and New Ventures, Denver, CO I have been directly involved in the Three Rivers Field since Ultra first considered purchasing it in October, 2013. Additionally, I coordinate all geologic aspects of our Marcellus Shale development activity in north-central Pennsylvania, and oversee all New Ventures geologic evaluations.

8M-Energy

• 2005 to 2010: Sr. Geologist, GOM and South Texas, Houston, TX My focus for the last 18 months at SM-Energy was exploration and development work on the Eagle Ford resource play in the Maverick basin of south Texas, where SM-Energy holds a large acreage position. Previous activity included prospect screening (south Louisiana, coastal Texas, and the GOM) and Olmos formation development work.

Unocal

• 2003 to Oct., 2005: Sr. Advising Exploration Geologist, GOM, Sugar Land, TX As a member of Unocal's GOM Deep Water exploration group, I worked southeastern Green Canyon, in and around the "Mad Dog" and "Tahiti" discoveries. Before that, I was a member of Unocal's Deep Shelf exploration team, where I generated prospects, particularly involving salt-tectonics exploration concepts.

• 2000 to 2003: Exploration Portfolio Manager, Gulf Region, Sugar Land, TX As Portfolio Manager, I reviewed, compiled, tracked, and advised on Unocal's large GOM Shelf prospect inventory.

• 1999 to 2000: Onshore Exploration Manager, Unocal Spirit Energy 76, Sugar Land In this position, I managed all onshore Gulf Coast exploration activity. Trends included the Wilcox, Yegua, and FrioNicksburg of southeast Texas, the Cotton Valley pinnacle reefs in east Texas, and the Oligocene Frio to early Miocene in southern Louisiana.

• 1995 to 1999: Chief Geologist, Unocal Thailand, Bangkok As Chief Geologist for Unocal's Thailand Business Unit, I oversaw technical quality assurance efforts and personnel-related activity included recruitment, training, mentoring and career development.

., 1992 to 1995: Sr. Exploration Geologist, Flex and Sub-Salt Trends, Gulf of Mexico Generated conventional and sub-salt play concepts and prospects. Participated in several Federal Offshore lease sales .

., 1989 to 1992: Exploration Geologist, Southern San Joaquin Basin, Bakersfield, CA Developed and drilled exploration prospects in the Miocene and Pliocene sandstones of the San Andreas wrench-fault compressional tectonic terrane.

• 1983 to 1989: Development Geologist, Santa Maria Basin, Santa Maria, CA Worked the unconventional fractured chert and dolostone reservoirs of the Miocene-age Monterey formation, both onshore and offshore.

Education

• Bachelor of Science in Geology, San Diego State University, 1980 • Master of Science in Geology, San Diego State University, 1983 • Considerable industry training, including numerous classes and seminars in oil and gas

economics principles. I am well versed in Pete Rose risk assessment concepts.

Certification and Associations

• Licensed Geologist, State of Texas, License #1669 (expired after moving to Colorado) • Member, AAPG (since 1980) • Member, Houston Geologic Society

304 INVERNESS WAY SOUTH SUITE 295, ENGLEWOOD, CO 80112 PHONE 303 645-9825 • E-MAIL [email protected]

D. JEREMY GOLOB

PROFESSIONAL EXPERIENCE Asset Manager March 2014 - Present Ultra Petrolmln - Denve!j CO • Manage Ultra's Three Rivers Field in the Uinta Basin, Utah. Responsible for optimizing the value of

the asset through development drilling and assessing watedlood potential.

Asset Manager Jan 2012 - Mal'ch 2014 NeJJ:/ield Exploratioll - DellVelj CO •

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Manage two high performing, enthusiastic, and motivated asset teams consisting of reservoir engineers, business planning engineers, geologists, engineering techs (18 total) working the Greater Monument Butte Field in the Uinta Basin

Executing a $300 11M 2013 water flood expansion program and exploiting secondaty targets through horizontal drilling while continually improving waterflood surveillance and optimization

Manage the annual Reserves, Budget, and Strategic full-life development planning for the assets

Organize and present Quarterly Business Reviews to Newfield Executive leadership including CEO

Bring a strong voice and reputation to the senior management table grounded in a very high level of technical and operations understanding all coupled with exceptional oilfield business acumen

Maintain collaborative and effective relationships with the state of Utah, the Ute Indian tribe, and the BLM in relation to regulatoty affairs, exploration/development areas, and permitting

Responsible for acquisition and divestiture evaluations and recommendations

Coordinate with the corporate Investor Relations executive to communicate Uinta Basin press releases and conference calls with the investment analyst community

\V'ork collaboratively with Land, Legal, Accounting, Regulatory, Operations, and Facility Teams to capture business unit value and results.

Strong track record of delivering business results including meeting 2012 production, capital, operating expense, and reserve add targets

Asset Team Lead Mar 2011 - Dec 2011 NeJJ:/ield Exploratioll - DellVelj CO •

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Technical Team lead for the Greater Monument Butte and Central Basin fields in the Uinta Basin reporting to the Asset Manager

\V'orked with the team to purchase a competing oil company for $308 MM which is now Newfield's Central Basin Asset

Built an organization and staffing plan capable of executing the development plans, managing resenTes, optimizing the water flood. Actively recruit experienced hires.

Implemented sophisticated software and process to improve production forecasting accuracy and create development planning scenarios for capital allocation decisions

Unlocked BLM permitting process to allow for increased permitting inventory from 1 month to over 1 year of permitting inventory

Reservoir Engineer July 2010 - Mar 2011 Nelvfield Exploratioll - DellveJj CO • Staff Reservoir Engineer for the Monument Butte Field in the Uinta Basin

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Responsible for a geographical area of the field in a multi-disciplinary team including Reserves, Budget, Drilling over 300 wells and expanding a water flood through producer to injection conversions, infrastructure build out, etc.

Identified, evaluated, and recommended a near lease purchase which was successfully completed resulting in an $8:MM acquisition that was sold for $24:MM one year later

Senior Petroleum Engineer

Maralex Resources, IJIC - Ignado, CO

April 2005 -July 2010

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Responsible for engineering and operations of several fields in the San Juan Basin (New Mexico and Colorado) and the Piceance Basin (Colorado). Responsibilities include reservoir, drilling, completion, facility, and production engineering.

Supervised pumpers, engineering assistants, drilling rigs, completion operations, workovers, new construction and pipeline.

Evaluated, negotiated and closed on 3 profitable acquisitions.

Negotiated and obtained several pipeline and access rights of way on private, federal, and Indian lands.

Increased the value of several fields by increasing reserves, reducing operating and capital expenses, optimizing production, and growing the leasehold position.

Drilled, equipped, and operated a commercial produced water treatment and disposal facility that includes a reverse osmosis plant and an injection well.

Extensive experience with coalbed methane, tight gas, hydraulic fracturing, natural gas compression, gathering systems, and produced water disposal.

Business Development and Planning Engineer

ChevroJlTexaco - Bakerifield, CA

May 2003 - April 2005

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Championed the 3 year Business Plan for the San Joaquin Valley Business Unit. SJVBU is a large and robust business producing 240 MBOED generating �$1 Billion in After-tax Earnings (2003 actual).

Championed the full-life (30-year) Strategic Plan for SJVBU.

Created and utilized a fully dynamic Excel based financial model. The model is used to assess business unit impacts of various development scenarios, acquisitions, divestitures and commodity price changes. The model accurately predicts fmancials for a highly complex business including cogeneration facilities, enhanced oil recovery tax credits, etc. The model is used to feed planning templates that are submitted to the corporation as formal plans.

\V orked on several asset teams as a Decision Analysis and Economics advisor .

\V'orked between various customers (corporate, local management, asset teams) to develop a final plan.

Created several formal presentations for management (vice president and general managers) used to communicate supplemental plan information to ChevronTexaco North America Leadership.

Production Operations Supervisor

ChevrollTexaco - MidJvC!)! SlIllset Field, CA

Oct 2001 - May 2003

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Supervised an operations team consisting of 11 lease operators, 1 head operator, 2 production technologists, and an office assistant. Responsible for over 16,000 BOPD. The team met or exceeded 2002 objectives on the following metrics: lifting cost, well failure rate, production downtime, and lease operator training. The team had no lost time accidents.

\V'orked with area leadership team to implement a computer-based maintenance process management system. This process reduced operating expense by $14:MM (2002 compared to 2000).

Sewed as operations representative on a horizontal well asset development team. My largest contributions to this team included 1) changed the field paradigm that horizontal wells were not viable completions from an operating perspective and 2) ensured the design of the wells and equipment would be suitable to the end-users (operations).

Reservoir Engineer April 2001 - Oct 2001 Texaco - Kem River Field, CA •

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Optimized (re-completed producers and injectors) over 100 steam-flood patterns.

Calculated steam (heat) requirements for several thermal reservoirs at all stages of maturity.

Co-lead a Value Driven Leadership team to determine the most critical factors that impact the success of a re-completion or infill drilling package.

Production Engineer May 1999 - April 2001 Texaco - MidJvC!)' Sunset Field, CA •

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Selected to temporarily lead (5 months) a production team of 6 engineers and 7 technical assistants.

\V'orked with operations supervisor, engineering tech, and lease operators to increase production from 6,600 BOPD to over 9,000 BOPD between May, 1999 and Aug, 2000 while managing expenses.

Planned, executed, and operated a new steam flood in an immature portion of the property. Increased production in this new development from 2,000 BOPD to over 4,000 BOPD. Calculated steam injection rates and designed injection wells to obtain maximum oil production from injected heat.

Created various MS Excel (via MS Query and Visual Basic) and MS Access tools to find sliding wells, steam candidates, and mechanical stimulation candidates. Variations of these tools are still used today throughout the business unit. They improve staff efficiency and increase production.

Drilling Engineer April 1998 - May 1999 Texaco - MidJvC!)' Sunset and Kent River Fields, CA •

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One of 3 engineers responsible for drilling and completing over 1000 wells (mostly directionally drilled) in 1-1/2 years (gravel packed producers, single and dual string injectors, and obsenration wells). Peak activity was 13 drilling rigs and 2 work-over rigs. Responsibilities included writing cost estimates, evaluating bids for rigs and services, permitting, writing drilling programs, and providing 24 hr engineering support to Rig Supervisors.

Designed and implemented the Foam Open Hole Gravel Pack completion method which reduced drilling costs on producing wells by 10 - 15% ('99 cost savings of over $1.1MM). This remains a standard completion method for some of Chevron's heavy oil steam-flood assets.

Created and executed the 1998/1999 Midway Sunset Work-over Program (75+ wells). Worked with rig contractor to equip 2 work-over rigs and train crews. Also worked with production engineers to design work-overs. Provided support to rig supervisors during execution.

Drilling Rig Supervisor/Engineer Jan 1997 - April 1998 Texaco - Del/Vel; CO and Midland, TX (7 / 7 rotatiONal, rigs Ileal' Midland, TX)

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Co-Supervised (on-site) the drilling and completion of the Bryant G Devonian horizontal well project. This project included 20 short-radius wells witl1 �4,000' of horizontal section and �16,000' of measured depth.

Supenrised high rate, multi-stage acid fracture stimulations in the horizontal sections.

\V'orked with well control specialists to kill a blowout (evacuation, containment, and kill operations).

Summer Internships

Ullocal

1994, 1995, 1996

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1996 (3 months) Reservoir Engineering Intern offshore Gulf of Mexico - Lafayette, LA 1995 (6 months) Utility-man and relief pumper offshore Gulf of Mexico

1994 (3 months) Roustabout in Coalinga Field - Coalinga, CA

EN G INEERIN G SKILLS •

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Registered Petroleum Engineer California

Decision Analysis modeling experience and training (deterministic and probabilistic) Petroleum Engineering reciUiter (college campus) for ChevronTexaco Corp (2002 - 2005) Financial and Cash flow modeling experience

• Exceptional computer skills: Data mining and manipulation (M:S Access, MS Excel); Surveillance and Evaluation Software (DSS, geographics); Pumping unit design, POC and dynamometer analysis (Rods tar, Xdiag, Cbalance); Presentation (M:S Power Point), Economic Analysis (PEEP, Aries, Wellspring, Excel Cashflow modelling, decision analysis modeling).

EDUCATION Colorado School of Mines

Golde!!, CO • Bachelor of Science - Petroleum Engineering (Minor in Environmental Science)

FORi'vIAL INDUSTRY TRAINING •

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Newfield Executive Leadership Development Program Aries Fundamentals (5 days) Waterfood Performance Prediction and Surveillance - Bill Cobb (5 days) Newfield Emerging Leaders Program Decision Analysis techniques and modeling class (8 days) Supel-visor Essentials Workshop (4 days) Project Execution Management Process (8 days plus 60 hours computer based training) Negotiation Skills Workshop (3 days) Portfolio Management (2 days) Economic Evaluation and Decision Methods Overview (3 days) Down-hole Completion and Work-over Operations (4 days) Rod Pumping Optimization (3 days) Heavy Oil Recovery Methods (3 days) Texaco Leadership Development Mentoring Program (1 year) Well Control School Hazwoper level 5 CPR/First Aid Certified

1992-1996

EXHIBIT B

I NOV 0 9 2013

SECRETARy' OOARD OF OIL, GAS IJ,. MiNING

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 OFAXIA ENERGY, LLC

FOR AN ORDER EST ABLISHfNG 40-ACRE

(OR SUBSTANTIAL EQUIVALENT) D�LING

U NITS FOR THE PRODUCTION OF OIL, GAS

AND ASSOCIATED HYDROCARBONS FROM

THE EOCENE MIDDLE AND LOWER GREEN

RIVER FORMATIONS UNDERLYING THE

THREE RIVERS AREA, COMPRISED OF

NUMEROUS LANDS IN TOWNSHIP 7 SOUTH,

RANGE 20 EAST, SLM, AND TOWNSHIPS 8 SOUTH, RANGES 20 AND 21 EAST, SLM,

UINTAH COUNTY, UTAH, AND

AUTHORIZING UP TO TWO (2) WELLS ON

EACH SUCH DRILLING UNIT SO

ESTABLISHED

FINDINGS OF FACT,

CONCLUSIONS OF LAW AND

ORDER

Docket No. 2013-030

Cause No. 270-02

This Cause came on for hearing before the Utah Board of Oil, Gas and Mining

(the "Board") on Wednesday, October 23, 2013, at approximately 3:00 p.m., in the

Auditoriuin of the Utah Department of Natural Resources Building in Salt Lake City.

The following Board members were present and participated at the hearing: Chairman

Ruland J. Gill, Jr., Kelly L. Payne, Carl F. Kendell and Michael R. Brown. Board

Members Chris 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

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

EXHIBITS

Senior Completions Engineer. Mr. Dietz and Mr. Frenzel were recognized as experts in

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

M. MacDonald, Esq., of and for MacDonald & Miller Mineral Legal Services, PLLC,

appeared as attorney for Axia.

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

on October 17, 2013 addressing the applicability of Utah Admin. Code Rule R649-3-

11(1.1) in general and specifically, as to this Cause, questioning the Board's authority to

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

lands at issue, but not otherwise objecting to the other relief sought in Axia's Request for

Agency Action dated September 10, 2013 (the "Request"). Steven F. Alder, Esq.,

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

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

conclusion of Axia's presentation in-chief, Mr. Alder made a statement expressing the

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

other evidence provided at the hearing, as relating to the 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 parties not receiving proper notice of the Request.

JetTy Kenczka, Assistant Field Manager for Lands and Minerals, Vernal District

Office of the United States Bureau of Land Management ("BLM"), filed a Letter on

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

However, no BLM representative made an appearance at the hearing.

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

participated at the hearing.

The Board, having consider�d the testimony presented and the exhibits received

into evidence at the hearing, being fully advised, and for good cause, hereby makes the

following findings of fact, conclusions of law and order in this Cause.

FINDINGS OF FACT

1. Axia is a Delaware limited liability company with its principal place of

business in Denver, Colorado. Axia is duly qualified to conduct business in 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 currently not subject to any spacing order of 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-quarter section within a tolerance of 200 feet (an

allowed 400-foot square "window"):

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Township 7 South, Range 20 East, SLM

Section 32: NEY-tNE1!.t, S�NE�, SE�, EY2SW�, SW�SW� Section 33: All Section 34: All Section 35: Lots 1 (36.55), 2 (36.94), 3 (42.07) and 4 (42.24), NE�NE�, SE�NWY-t, W�NWY4, S Y2 [All] Section 36: All

Township 8 South, Range 20 East. SLM

Section 2: Lots 1 (40.27), 2 (40.47), 3 (40.68), 4 (40.88), 5 (36.76), 6 (20.00), and 7 (0.8), S�N�, WY2SEY-t, SWY-t, and that portion of the Green River lying therein [All] Section 3: Lots 1 (40.80), 2 (40.88), 3 (40.96), and 4 (41.04), S�N�, SY2 [All] Section 4: Lots 1 (41.06), 2 (40.90), 3 (40.74), and 4 (40.58), S�N�, S� [All] Section 5: Lots 1 (40.48), 2 (40.48), 3 (40.48), 6 (43.78), 7 (27.06), 8 (40.36), 9 (21.26), and 10 (37.75), S�NE'l'4, E�SE�, NWYtSE� [All] Section 6: Lot 2 (1.41) Section 8: Lots 2 (34.88), 3 (17.89), 4 (40.80), 5 (42.28), and 6 (12.69), E�NEYt, NEY-tSEYt [All] Section 9: NEYt Section 10: N� Section 12: N�N�, SEJ!.tNE� Section 16: Lots 3 (38.00), 4 (28.50), and 5 (10.50), NWY4NW�, E�WY2, E� [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 of the Green River lying within the NWY-tNWY4 Section 6: Lot 11 (38.52) Section 7: Lots 1 (38.86) and 2 (38.97), SE�NWY4, NE�NW�, NEY4SWYt, SWY4SE� Section 18: Lot 3 (38.63), E�NW�, WY2NE�

(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

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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 included within

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

of wells is necessary.

4. The Eocene Middle and Lower Green River formations are defined for

purposes of this Cause as follows:

the stratigraphic equivalent of the interval between the TGR3 marker, as found at 5,019 feet (measured depth), and the base of the Uteland Butte member, as found at 6,746 feet (measured depth), in the Axia Energy Three Rivers 2-13-820 Well located in the SWY4NWY4 of Section 2, T8S, R20E, SLM,

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

hydrocarbons.

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

and pa11icu\arly as relating to the Subject Formations, is leased to Axia.

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

discontinuous chalmels and shoreline-related facies, with average effective porosities of

8% and average permeability of 0.5 md. The exhibits admitted into evidence, and the

testimony relating thereto, partiCUlarly outcrop studies reflected and summarized in

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

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Subject Lands reflected on Exhibit "N," evidence that wells located on a 20-acre well

density pattern will intersect different sand bodies and therefore recover additional

resources that will otherwise remain in the ground on an equivalent 40-acre well density

pattern as cunently authorized under the general well siting rule.

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

approximately 39 wells upon the Subject Lands of which 29 have been completed as

producing oil wells from the Subject Formations.

8. Analysis of the data from the producing wells, outlined in exhibits admitted

into evidence and the testimony related thereto, reflect:

a) a fracture orientation of approximately 15° 1l0l1h of west for the Subject Formations, indicating a 40-acre well density pattern will result in unrecovered resources;

b) an estimated average EUR of 371 MBO per well;

c) a production comparison of wells closely located « 925 feet apm1) indicates little or no communication between such wells;

d) an estimated recovery factor of 7.9% on a 20-acre well density pattern 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 return based on a 20-acre density pattern.

6

As a consequence, wells drilled to produce from the Subject Fonnations on a 20-acre

density pattern will efficiently and economically recover resources from the Subject

Lands without waste.

9. However, it is impractical, if not impossible, to create unifonn standup or

laydown 20-acre drilling units for the Subject Lands. In addition, because of the

environmentally sensitive areas throughout the Subject Lands, Axia requires flexibility in

well locations. Consequently, and particularly given the relative uniformity of mineral

and leasehold ownership over each relevant 40-acre parcel within the Subject Lands> it is

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

but allow two wells to be drilled and produce from the Subject Fonnations upon each

such unit.

10. Due to the Green River and 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 disorderly manner, the following special drilling units

should be fOlmed to protect correlative rights:

A) Township 8 South, Range 20 East, SLM

Sec. 2: Lots 6 and 7 and that portion of the Green Rivet· lying in Section 2 (40 acres)

7

B) Township 8 South, Range 20 East, SLM

Sec. 5: Lot 8 Sec. 6: Lot 2

(41.77 acres)

C) Township 8 South, Range 20 East, SLM

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

D) Township 8 South, Range 20 East. SLM

Sec. 5: Sec. 8:

Lot 7 Lot 6 (39.75 acres)

E) Township 8 South, Range 20 East, SLM

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

F) Township 8 South, Range 20 East, SLM

Sec. 8: Lot 4 Sec. 17: Lots 1 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 portion of the Green River lying within the NWY4NWY4 (40 acres)

8

11. Because wells have already been drilled in the center of certain quarter-

quarter sections under the general well siting rule, optimal location of a second

authorized well on a 20-acre well density pattern will require it to be as close to the

quarter-quarter section line as possible. Therefore, a lOa-foot setback from a drilling unit

boundary if the adjacent lands are within the same lease and have the same production

interest owners will accommodate the optimization of such locations while still

protecting conelative rights of the affected parties. In addition, by maintaining the

existing 460-foot setback established under the general well siting rule from a shared

drilling unit/lease boundary line, which is based on a 40-acre equivalent well density

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 protected.

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

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

in Findings 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

� .... :em-- ' ......

accordance with Utah Admin. Code Rule R649-3-3 (or substantially entered equivalent

regulation).

13. A copy of the Request was mailed, postage pre-paid, certified with return

receipt requested, and properly addressed to all mineral, leasehold and production interest

owners in the Subject Lands, and to TLA and the State and Vemal Field Office of the

BLM as the governmental agencies having mineral jurisdiction over portions of the

Subject Lands. The mailings were sent to said parties at their last addresses disclosed by

the TLA, BLM and Uintah County records. Mailed notice was not provided to owners

within 460-feet of the outer boundaries of the Subject Lands.

14. Notice of the filing of the Request and of thc 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 Deseret Morning 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

,

modifications and exceptions outlined in the Order section below.

CONCLUSIONS OF LAW

1. Due and regular notice of the time, place and purpose of the hearing was

properly given to all paliies whose legally protectcd interests are affected by the Request

10

in the form and manner as required by law and the rules and regulations of the Board and

Division except as addressed in Conclusion of Law No. 7 below.

2. The Board has jurisdiction over all matters covered by the Request and all

interested parties therein, and has the power and authority to render the order herein set

forth pursuant to Utah Code Ann. §§ 40-6-5(3)(b) and 40-6-6 and Utah Admin. Code

Rule R649-2-1(2).

3. The Subject Formations, as defined in Finding of Fact No. 4 above,

constitute a "common source of supply" as that phrase is defined in Utah Code Ann. §

40-6-2(19).

4. A 40-acre 01' substantial equivalent drilling unit as established hereunder for

the Subject Fonnations 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 unit/lease

boundary line and 100 feet if the adjacent lands are within the same lease and have the

same production interest owners is protective of cOll'elative rights and is fair, reasonable

and justified under the circumstances.

11

7. Notice of the Request seeking to declare Utah Admin. Code Rule R649-3-

11 (1.1) inapplicable only as relating to owners in lands adjacent to the other boundaries

of the Subject Lands is defective and prohibits the Board from granting Axia the relief

requested pertaining thereto.

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

modify the requirements of Utah Admin. Code Rule R649-3-11(1.1) as to the parties

given proper notice of the Request seeking relief relating thereto.

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

R649-3-11(1.I) should be declared inapplicable to directionally drilled wells with surface

hole, productive intervals and bottom hole locations entirely within the setbacks

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

requirements of said rule should be modified as to 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 the greatest recovery of oil, gas and associated hydrocarbons from the Subject

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

correlative rights of all affected parties.

11. Axia has sustained its burden of proof, demonstrated good cause, and

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

12

ORDER

Based upon the Request, testimony and evidence submitted, and the findings of

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

1. The Request in this cause is granted with the modifications outlined below.

2. 40-acre (quarter-quarter or substantially equivalent lots or combination of

lots and/or river bed) drilling units for the production of oil, gas and hydrocarbons from

the Subject Formations (as defined above) from the Subject Lands (as defined above),

with the special drilling units identified in Findings of Fact No. 10 above, are hereby

established.

3. Two (2) producing wells per drilling unit so established arc 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 and have the same production interest owners, without an exception location

approval in accordance with Utah Admin. Code Rule R649-3-3 (or subsequently enacted

equivalent regulation).

4. The existing wells producing from the Subject Formations upon the Subject

Lands are declared to be at legal locations notwithstanding the relief 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 bottom hole location are within the set backs so

established and with the caveat that, if an uphole completion closer than the set back is

subsequently proposed, an exception location approval in accordance with Utah Admin.

Code Rule R649-3-3 (or subsequently enacted equivalent regulation) will be required.

6. As to any directionally drilled well where the surface location is outside of

the established setbacks but the productive intervals and bottom hole location are entirely

within the setbacks, the requirements of Utah Admin. Code Rule R649-3-11(1.1) are

hereby modified, as relating to this Cause only, to provide that Axia (or its successor

operators) shall give written notice of such directional drilling to all owners within a 460-

foot radius of all points along said wellbore, specifically identifying the surface hole

location, points of intersection with the Subject Formations, the anticipated productive

intervals, and the bottom hole location, with the latter three items by necessity required to

be within the established setbacks, and outlining said owners have thirty (30) days from

receipt in which to provide Axia (01' its successor operators) with any obj ections thereto

in writing. If no objections are received by Axia (or its successor 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 need for further hearing. If

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

1 4

to file a Request for Agency Action with the Board and, after hearing, obtain Board

approval before the directional drilling may be authorized.

7. Pursuant to Utah Admin. Code Rules R641 and Utah Code Ann. § 63G-4-

204 to 2 08, the Board has considered and decided this matter as a formal adjudication.

8. This Order is based exclusively on evidence of record in the adjudicative

proceeding or on facts officially noted, and constitutes the signed written order stating the

Board's decision and the reasons for the decision, all as required by the Administrative

Procedures Act, Utah Code Ann. § 63G-4-208 and Utah Administrative Code Rule R64l -

109.

9. Notice re: Right to Seek Judidal Revjewby the Utah Supreme Court or to

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

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

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

the Utah Supreme Court within 30 days after the date that this Order issued. Utah Code

Ann. §§ 63G-4-401(3)(a) and 403. As an alternative 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 Board reconsider this Order, which

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

"Agency Review - Reconsideration," states:

15

(1)(a) Within 20 days after the date that an order is issued for which review by the agency or by a superior agency under Section 63G-4-301 is unavailable, and if the order would otherwise constitute final agency action, any party may file a written request for reconsideration with the agency, stating the specific grounds upon which relief is requested.

(b) Unless otherwise provided by statute, the filing of the request is not a prerequisite for seeking judicial review of the order.

(2) The request for reconsideration shall be filed with the agency and one copy shall be sent by mail to each party by the person making the request.

(3)(a) The agency head, or a person designated for that purpose, shall issue a written order granting the request or denying the request.

(b) If the agency head or the person designated for that purpose does not issue an order within 20 days after the filing of the request, the request for reconsideration shall be considered to be denied.

Id. The Board also hereby notifies the parties that Utah Admin. Code Rule R64 l-11 0-

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

Existing Orders," states:

Any person affected by a final order or decision of the Board may file a petition for rehearing. Unless otherwise provided, a petition for rehearing must be filed no later than the 10th day of the month following the date of signing of the final order or decision for which the rehearing is sought. A copy of such petition will be served 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 1O-200 for the required contents of a petition for

Rehearing. If there is any conflict between the deadline in Utah Code Ann. § 63G-4-302

16

and the deadline in Utah Admin. Code Rule R641-ll 0-1 00 for moving to rehear this

matter, the Board hereby rules that the later of the two deadlines shall be available to any

party moving to rehear this matter. If the Board later denies a timely petition for

rehearing, the party may still seek judicial review of the Order by perfecting a timely

appeal with the Utah Supreme Court within 30 days thereafter.

The Board retains continuing jurisdiction over all the parties and over the subject

matter of this cause. except to the extent said jurisdiction may be divested by the filing of

a timely appeal to seek judicial review of this order by the Utah Supreme Court.

For aU purposes, the Chairman's signature on a faxed copy of this Order shall be

deemed the equivalent of a signed original.

1275.01

DATED this itt--day of A�� .2013

17

EXHIBIT C

im� PETROLEUM

. "', '- .... _,. ® ' .. ,

Docket No. 2014-038, Cause No. 270-06

Section 27, T7S-R20E, U inta h Co., Uta h Location Map

U i nta h Cou nty, Uta h

.. .. :--

0 7� T�If�'" . ,.. .

- ( J

vernaI E)" /<

OJ--.--"'- -, . - � . . ' "

..... "

, , . , , , , , , , , , , , , ,

/ I---.,J,.-----....l....--_I // Existing (approved)

/ Spacing Order Area

// (ye l low)

(Ca use 720-02)

, , , , , , , , . , , , , , , , , , , , , , , , , , , , , , , ,

Randlett Field

Natural Buttes Field

\ � ___ ----i.dL��=====::b=======::I

Exhibit C

EXHIBIT D

Docket No. 2014-038, Cause No. 270-06

Section 27, T7S-R20E, U inta h Co., Utah Map showing conceptua l locations Su bsea top of Lower G reen River form ation, C I . = 200'

o \\",'. Natural Buttes Field

------------ --� , , , I

2\8 �.

-------------r--------- - -

I I I 1'i'F

setback from lease l ine

: : I -------------4 - - - - - - - - - - - - - - �-------------�---

, I I , I I , I I , '

: s'''''' """£ :.!",,', i 1' 00 : !

�jiI' � _________ --1-- - - �- - - - -��----------1 - - - -----�::-=-�.----------: - - - - - - - - - -i ! l �-�I�==;_;:=�===�::_::�_;l lBARR£TTBlll CORPORATl�

I

\ \ 2%P 1 \ � 1 I

o _ _ _ _ _ _ _ _ _ _ _ _ _ 1 _ _ _ _ _ _ _ _ _ _ _ _ _ ------------- : :

I I I I

-- - - - - - - - - - - - ... - - - - - - - - - - - - - �------, I

: !

=-=k�=�=::::� --�::---T --��---T-I : lBAR"fs."2�5�;�119N l " . ..: I 1 / i I i I

I I I I I I , I I I : tES�': � : Ul � RESOURC S INCORPOFU\j ' T 27-3 720 I ,

Existing 27-34-720 ut� RESOURC INCORPOR.O; 0

r��=-::_:::�_::::�::==*i �34::-3 -720 i Existing 34-31T-720

\ 3' " l t--�---t---__t----------l I I I ,sa I ".,. I tooa l_�--- -- -...1- _ _ � _ _ _ _ _ _ _ _ _ _

! , I

'\1 .'�." LOI!AX EXPl co 3-35

\ I , \ I

� !oo i - - - - - - - - - - - - -�------------i------------ -1- - -

RESOURCES INCCRPORA1.0 I : 35-r1 2-720 IULTRARESg�

�;"i'RATEO i

v. \ ,:-,,@ i i - ---- --t-- -- ---- - - --�-5-- - - - - - - 1--RCES INCORPO��D � I 35-,p;720 l ',C! , I , .. ',0; I i I UT01 7 ! ! I ' I I i I ----- -J------.l - - - - - - - - - - - - - + - - - - - - - - - - - - - i- - -J i : !

utT R�OURC S INCORPQR).TEO : 1 Exhibit 0

EXHIBIT E

;;J��. m� Docket No. 20 14-038, Ca use No. 270-06

� Section 27, T7S-R20E, U inta h Co., Uta h Cross Section A-A', showing conceptua l locations

PETROLEUM

A < Section 34 Section 27 > A' South

34-31-720 34-3IT-720 27-34-720 ULTRA RESO��RPORATED ULTRA RES04��RPORATED �LTRA RESOU.,:;.E,;.;:!�RPORATED

I �1��

Conceptual Well A

Conceptual Well B

North Conceptual

Well C

M a hogany

TGR3

Douglas Ck

Travis Sh

Castle Pk

LGR M k r

Wasatch

�630' �660'

1 1

- - - - - - - - _ _ _ I I - - - - -I - - - - - - - - - - � 1 1 - - -

-- - - - - - - - ,

- - - -..... I-------I�� I ..... I-------I�� 1 •

�750' �750' � 1 �750' 1 1 1 1 2:�R� (!cp .!: �reen River) 1

(�app'ed S�f;c�)- - - ,-

- - - -1- - ,- - - - L - - - -

1 1 1 1

Req uested stratigra phic

definition i nterval

. 1 " I :- - - - - - - - - - _ 1 ' " ' I '

. 1 1

I

I

J ,

, . I

" "

1 Primary target

interval: I ' Lower Green River I

I '

I I ' -rnr-----...�7.'OO:;-FT ----l..�iL _ _ _ _ _ _ _ _ _ _ _ _ I ' ' � ' " " . : I l - - - - - - - - - - - _ _ L _ _ � _ I

9,033 FT

I 1 - - - - -'- - - -1-I

Exhibit E

EXHIBIT F

�� Docket No. 20 14-038, Ca use No. 270-06

� Section 27, T7S-R20E, U i nta h Co., Utah

� Replication of Exhibit M-1 from Docket 2013-030, Cause No. 270-02 PETROLEUM

EXHIBIT M-1 � Green River Reservoir Geometries (Nine Mile Outcrop Analogy) A�"tA 40-Acre Drill Pattern Example --------------------------------------------------�-----------------------

• CHANNEL RESERVOIR AVG. 1 5 TO 20 FT HIGH, 145 TO 375 FT WIDE

• SHORELINE-RELATED RESERVOIR AVG. 20 FT HIGH, 1650 FT WIDE

• EFFECTIVE POROSITY AVG. AT THREE RIVERS IS 8% • PERMEABILITY AVG. IS 0.5 md

LOWER GREEN RIVER OUTCROP SW OF THREE RIVERS AREA

Udar lmage

GREEN RIVER RESERVOIRS ARE NARROW AND COMPLEX

The scaled outcrop example above illustrates sand bodies that would be accessed on a 40 acre drilling pattern with well bores 1 320

feet apart. Sand bodies accessed by the well bores are indicated in g reen. Sand boOES not penetrated by a weftbore are indicated by

yellow or orange. In this example, many reservoirs would not be produced at a drining density of 40 acres.

Docket: 2013-030

Cause No. 27()'()2

Exhibit F-l

1I� Docket No. 2014-038, Cause No. 270-06

� Section 27, T7S-R20E, U inta h Co., Uta h

;;;J Repl ication of Exhibit M-2 from Docket 2013-030, Cause No. 270-02 PETROLEUM

EXHIBIT M-2 4\ Green River Reservoir Geometries (Nine Mile Outcrop Analogy) A2$"l,A 20-Acre Dril l Pattern Example ----------------------------------------------------�------------------------

• CHANNEL RESERVOIR AVG. 1 5 TO 20 FT HIGH, 1 45 TO 375 FT WIDE

• SHORELlNE·RELATED RESERVOIR AVG. 20 FT HIGH, 1 650 FT WlDE

• EFFECTIVE POROSITY AVG. AT THREE RIVERS IS 8% • PERMEABILITY AVG. IS 0.5 md

LOWER GREEN RIVER. OUTCROP SWOF THREE RIVERS AREA

Lidar Image

GREEN RIVER RESERVOIRS ARE NARROW AND COMPLEX

Axia Energy's proposed 20 acre drilling pattern at Three Rivers is 660 feet by 1320 feel The scaled diagram above illustrates that at

the minimum well distance of 660 feet, most sand bodies would be accessed by the well bores, and few would be penetrated by more

than one well bore. Given modeled fracture half· lengths. Axia does not believe interference between wells will occur on sands that may

correlate between 20 acre densit{ wells. A comparison of this figure with the previous 40 acre drill pattern slide illustrates that a 20 acre density would more effectively drain the Green River reservoir and wa.ste less hydrocarbon resource.

Docket: 2013-030 Cause No. 270�2

'-_________________________________ ----' Exhibit F-2

EXHIBIT G

:1 Docket No. 2014-038, Cause No. 270-06

� Section 27, T7S-R20E, U intah Co., Uta h

� Th ree Rivers Drainage E l l i pse and Development Plan PETROLEUM

1 wel1/40 acre (un-spa ced)

Proposed Devel opm e nt P la n

2 we l l s/40 a cres

Th ree Rive rs 27-34-720

E U R : 175 M BO 28

7S 20E

�. . . . .

SPACING REQUEST LANDS THREE RIVERS WELLS ULTRA LEASEHOLD ClSPACING REQUEST LANDS • PRODUONG "I e' FEDERAL

FEO FEE UNE POTENTIAL OVERLAP UNIT • ACTIVE STATE

o FEE FEE UNE ClPOTENTIAL OVERLAP UNIT .... PERMIT - FEE

o FED FED UNE DRAINAGE ELLIPSE • NOS - DRAINAGE EllIPSE C PLAN

Add s 2 we l l s a n d "'350 M BO

28

c 7S 20E

SPACING REQUEST LANDS THREE RIVERS WELLS Ul. TRA LEASEHOLD ClSPACING REQUEST LANDS • PRODUCING " .' FEDERAL.

FED FEE UNE POTE.NTIAL OVERLAP UNIT • ACTIVE STATE

o FEE FEE UNE ClPOTENTIAL OVERLAP UNIT ... PERNIT ... FEE

o FED FED UNE DRAINAGE ELLIPSE • NOS - DI<AINAGE ELUPSE C PLAN

N ote : Dra i n age E l l i pse Azi m uth 15 d egrees N o rth of West Exhibit G

EXHIBIT H

�� Docket No. 2014-038, Cause No. 270-06

� Section 27, T7S-R20E, U i nta h Co., Utah

;J Three Rivers Vol u metric Ana lysis Su pports Performa nce Data a nd 20 Acre Spacing PETROLEUIII

Estimated EUR/20Acres in MBO Re cove ry Facto r 6% 8% 10%

P l0 173 231 289 I-

PSO 148 197 247 P90 112 150 187

No te: OOIP estimates based on petrophysical i nte rp retati o n of Th re e R ive rs F i e l d

Th ree Rivers 27-34-720 E U R is 175 M BO based u pon

perfo rm a n ce (decl i n e c u rve a n a lys is )

12% 347 296 225

Exhibit H

EXHIBIT I

�[I� Docket No. 20 14-038, Ca use No. 270-06

� Section 27, T7S-R20E, U i nta h Co., Uta h

;J Th ree Rivers 34-31-720: 167 M BO, ROR =56% PETROLEUM

TR 34-31 1 .000.-----..-------------------------.---------.

100

.. .... .. . . . .. . .. ..... ... .. ... .. ....... .. ... .. ........... .......... .... ' ............................. _ .... ,.. .._.... Oil EUR = 166.759 bbl ... __ .. __ Gas EUR = 179,049 mef

- -- .. ------_ =1

_ --4- __ J -� --�----�---------�---- I

10�� ___ �� ___________________ � 2012 2013 2014 2015 2016 2017 2018 2019

Time

Exhibit 1-1

�m� Docket No. 2014-038, Ca use No. 270-06


;J Th ree Rivers 34-31T-720: 77 M BO, ROR = 15% PETROLEUM

TR 34-3 1 T 1,000r-----.-----------------------,--------, Oil EUR = 76,527 bbl

Gas EUR = 86,563 met --. __ ._-._-_ .. _-----'--------_.

- - - -�-------------I---------+------- :

--------t--- --. -------------.... ---.. ----- - +._-_ .. ------------ --- ----------.. ---------------------.----------

100- 1--'lII;;-t;-H-----------=---------l-------------- 1 ��--------��--

--

�---

--_____ -- I _______ -L I - --- . �t � � . . -�-. -=�------�-. ---.---.=-�-- ��]

._-------_ .. _ .. _---_ .. _-_ .. _ .. __ .. _ .. _ .. _. __ .. _-_ .. _.-.. -.. - --.. -.. -.. ---.. ---.. ---.. --.. ---�-----.. --.-.--------._ ..•. __ ._---_._---]

10�� _____________ �, ___________ � 2014 201 5 201 6 2017 2018 2019

Time

Exhibit 1-2

-�m� Docket No. 2014-038, Ca use No. 270-06


;;J Th ree Rivers 27-34-720: 175 M BO, ROR >100% PETROLElm

TR 27-34 1 .0001,.-----.----,.-----------------------...,....---------, Oil EUR = 174.783 bbl

_ _ _ _ �_ _____ _ __ Gas EUR = 174,790 mel ---I--------------------------------�======� --I

-_..::::---_=----'----------

---�--- ----------.:=-=----=::::::::===1

10�� ___________________________ � 2014 2015 2016 2017 2018 2019

Time

Exhibit 1-3

EXHIBIT Z

rn X ::I: CJj ---t

t4

" '"-,,.

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

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

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

1 . Article Addressed to:

Joann W. Hunting 2575 South 2400 East Vernal, UT 84078

.'-.

2. Article Number 9 3 3 5

D Yes D No

��

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

1. Article Addressed to:

Lynn Rodger Calder- ' . 26 1 1 South 450·East Bountiful, UT 840 1 0

If YES, enter delivery address below:

2. Article Number 7 0 1 2 3 4 6 0 0 0 0 3 1 7 1 0 0 7 3 1

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.


Stonegate Resources, LLC P.O. Box 680667 Park City, UT 84068-0667

2. Article Number rrr::mc::fpr frnm .c::prllir.p. i::lhp.fl 7 0 1 2 3 4 6 0 0 0 0 3 1 7 1 0 0 7 6 2

-0bmplete 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.

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


Bret Calder, Co-Trustee Calder Irrevocable Trust 1 2367 South 2320 West Riverton, UT 84065

2. Article Number 7 0 1 2 3 4 6 0 0 0 0 3 1 7 1 0 0 7 5 5

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

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

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

C. Date of Delivery


Crescent Point Energy Corp. 555 1 7th Street, Suite 1 800

Denver, CO 80202

2. Article Number

U.S.

7 0 1 2 3 4 6 0 0 0 0 3 1 7 0 6 9 3 5 9

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

o Print your name and address on the reverse so that.",e 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:

E J Winder Family LLC c/o Kenneth A. and Kareen R. Winder 333 Kensington Drive Lehi, UT 84043

2. Article Number (Transfer from service faben 7 0 1 2 3 4 6 0 0 0 0 3 1 7 1 0 0 7 0 0

D Yes D No

s 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.

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


Zoila Leticia Calder 1 690 Mountain Circle Fruit Heights, UT 84037

2. Article Number (Transfer from service labeO

PS Form 381 1 , July 2013 7 0 1 2 3 4 6 0 0 0 0 3 1 7 1 0 0 7 2 4 Domestic Return Receipt

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Tracking Number: 70123460000317069366

Expected Delivery Day: Tuesday, September 1 6, 2014

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DATE & TIME

September 1 5, 2014 , 11 :17 am

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DENVER, CO 80202 Return Receipt After Mail ing

Your item was delivered at 1 1 : 1 7 am on September 1 5, 2014 in DENVER, CO 80202,

September 13, 2014 , 4:35 Departed USPS Facility

am

September 1 2 , 2014 , 9:57 Arrived at USPS Origin pm Facility

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SALT LAKE CITY, UT 84199


M IDVALE, UT 84047

MIDVALE, UT 84047

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Postage $ Certified Fee $·3 � 30 fTl

o Return Receipt Fee

ON ABOUT.l 00

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Restricted Delivery Fee 1------1 About USPS

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(Endorsement Required) $0.00 Total p--'--- 0 ,,--- � 1·7 _ 1 9

Bill Barrett Co'rp" oration Sent To ILl _ _ ____ _ _ 1 099 1 8th Street, #2300 ,.., Street, I D � or PO B enver, CO 80202 "i5itji,si, (2030. 1 0)


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Tracking Number: 701 2346000031 7069342

Expected Del ivery Day: Tuesday, September 1 6, 2014

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DENVER, CO 80202 Return Receipt After Mailing

Your item was delivered at 1 : 1 6 pm all September 15 , 2014 in DENVER, CO 80202.

September 1 3, 2014 , 4:35 Departed USPS Facility

am

September 1 2, 201 4 , 9:57 Arrived at USPS Origin pm Facility

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M I DVALE, UT 84047

MIDVALE, UT 84047

Track It ru .::rm IT' ..J] o f'.-=t

ON ABOUT.I m o

About USPS 0 Newsroom ) 0 USPS SeIVic

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I------�fl Restricted Delivery Fee

(Endorsement Required) i--------l

Total Po�t:::lnA P. F"AP._q; � Sent

EnCana Oil and Gas (USA) Inc. ru . ____ . 370 17th Street, Suite 1 700 .-=t SIre8 o �� Denver, CO 80202 (2030. 1 0) f'- City"

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Tracking Number: 701 2346000031 7069328


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TUALATIN, OR 97062 Return Receipt After Mai ling

Your item was delivered at 9:26 am on September 1 7, 201 4 in TUALATIN, O R 97062.

September 1 5 , 2014 , 2:28 pm

September 1 4, 2014 , 5:24 am

September 1 3 , 201 4 , 9:26 pm

September 1 3, 201 4 , 4:35 am

September 12, 201 4 , 9:57 pm

September 1 2, 2014 , 6:00 pm

September 1 2, 2014 , 5: 1 7 pm

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TUALATIN, OR 97062

PORTLAND, OR 97220

PORTLAND, OR 97220

SALT LAKE C ITY, U T 84199


M I DVALE, UT 84047

M I DVALE, UT 84047 1=0

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� ��i!�iiiiiii � �-"��2-__ � I"'r-=I IT!

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Irene Calder Be�i(off, Tt'ee� 'o{the Calder Family Trust r-=I Sfrfief,"i

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Newsroom

USPS Service f\1fl1��-L-------�-,.... __________ ..JlllUiia Forms & Publications ) Postal Explorer )



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Tracking Number: 701 2346000031 7069380



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DATE & TIME

September 15, 2014 , 1 :56 pm

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YOllr item was delivered at 1 :56 pm on September 15 , 2014 in DENVER, CO 80202.


a m

September 1 2, 201 4 , 9:57 Arrived at USPS Origin pm Facility

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p m

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pm

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M I DVALE, UT 84047

MIDVALE, UT 84047

ITI ON AB· 0

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Newfield Production Company ru ..... 1 00 I 17th Street, #2000 .-=! SIre � orP Denver, CO 80202

city' (2030 . 1 0)



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U S PS Tracking ™

Tracking Number: 7012346000031 7069373

Expected Del ivery Day: Tuesday, September 1 6, 2014

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DATE & TIME

September 1 5, 2014 , 1 2:49 pm

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Your item was delivered at 1 2:49 pm on September 1 5 , 201 4 in D E NVER, CO 80202.


am

September 1 2, 2014 , 9:57 Arrived at USPS Origin pm Facility

September 1 2 , 2014 , 6:00 Departed Post Office

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SALT lAKE CITY, UT 84199

M IDVALE, UT 84047

MIDVALE, UT 84047

m Track It � .mtmll!IJ=!m��=�mll!l!mmgl!j;!!!lm�� ••

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ru _ _ _ . _ .... 62 1 1 7th Street, Suite 2300 r4 Street, ) ::2 or PO B Denver, CO 80293 CiiY.Sfi (2030. l0)



U S PS Tracking ™

Tracking N umber: 701234600003171 007 1 7

Updated Delivery Day: Saturday, September 1 3, 201 4


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DATE & TIME

September 13, 201 4 , 10:31 am

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BOUNTIFUL, U T 8401 0

Your item arrived at the BOUNTIFUL, UT 84010 post office a t 10:31 arn on September 13, 201 4 and is ready for pickup. Information, if available, is updated periodically throughout the day. Please check again later.

September 13, 2014 , 9:44 a m

September 13, 2 0 1 4 , 9:34 am

September 1 3 , 2014 , 8:18 a m

September 1 3, 2014 , 4:46 am

September 12, 2014 , 9:58 pm

September 1 2, 2014 , 6:00 pm

September 1 2 , 2014 , 5:14 pm

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BOUNTIFUL, UT 84010

BOUNTIFUL, UT 84010



IT1

Postage $ 1-------+-1

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CI Return Receipt Fee § (Endorsement Required)

1------.......1-l Track It

Restricted Delivery Fee CI (Endorsement Required) $0" 00 � I------��--� .::t" IT1 I1J r4 CI r--

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Total Postage & Fees $ Rosemary Rogers P.O. Box 1364 Bountiful, UT 8401 1 (2030. 1 0)

09l1?/?014

USPS SeNice Alerts ) Inspector General )



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Tracking Number: 7012346000031 71 00694

Expected Del ivery Day: Monday, September 1 5, 201 4

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DATE & TIME

September 15, 2014 , 10:14 a m

Features:

Certified Mailn.!

STATUS OF ITEM

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BOUNTIFUL, UT 840 1 1

Your item arrived a t the BOUNTIFUL, UT 3401 1 post office at 10:14 a m o n September 15, 2 0 1 4 and is ready for pickup. Information, if available, is updated periodically throughout the day. Please check again later.

September 13, 2014 , 4:46 Departed USPS Origin SALT LAKE a m Facility CITY, UT 84199

September 1 2, 2014 , 9:58 Arrived at USPS Origin SALT LAKE pm Facility CITY, UT 84199

September 12, 2014 , 6:00 Departed Post Office MIDVALE, UT 84047

pm

September 1 2, 2014 , 5:1 3 Acceptance MIDVALE, UT 84047

pm


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rn C! C!

c C! P C! � ..JJ L ::r-rn F ( ru

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Postage 1---------1. Certified Fee

Return Receipt Fee (Endorsement Required)

r-------------� \ Restricted Delivery Fee

(Endorsement Required)

Total p ...... �t"' ... o. 9. 1:=.00.::0 ¢! :t'l � i \..}

Sent T< Suzanne Okelberry- ' P.O. Box 1481

sireei, orPO Bountiful, UT 840 1 1 Citji,-s (2030 . 10)



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Tracldng Number: 701 234600003 1 7 1 00748

Updated Delivery Day: Saturday, September 1 3, 2014


Postal Product:

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DATE & TIME

S e ptember 1 3, 201 4 , 9:35 a m

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NORTH SALT LAKE, UT 84054

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We attempted to deliver your item at 9:35 am on September 13, 2014 in NORTH SALT LAKE, UT 84054 and a notice was left because an authorized recipient was not available. You may arranga redelivery by visiting http://v,''.A,''.v.usps.comfredalivary or calling 800-ASK-USPS, or may pick up the item at the Post Office indicated on tha notice. If th is item is unclaimed after 15 days then it will be returned to the sender. Information, if available, is updated periodically throughout the day. Please check again later.

September 13, 201 4 , 9:34 a m

September 1 3 , 2014 , 8:1 8 a m

September 1 3 , 2014 , 4:46 a m

September 12, 2014 , 9:58 p m

September 12, 201 4 , 6:00 p m

September 1 2, 201 4 , 5:1 5 p m

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BOUNTIFUL, UT 84010



MIDVALE, UT 8404:

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