IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF BILL BARRETTCORPORATION FOR AN ORDER POOLINGALL INTERESTS, INCLUDING TTIECOMPULSORY POOLING OF THE INTERESTS

OF CERTAIN NON-CONSENTING ORUNLOCATABLE OWNERS, IN THEDRILLING UNIT ESTABLISHED FOR THEPRODUCTION OF OIL, GAS ANDASSOCIATED HYDROCARBONS FROM THE

LOWER GREEN RIVER-WASATCHFORMATIONS, COMPRISED OF ALL OFSECTION 25, TOWNSHIP 2 SOUTH, RANGE 3

WEST, U.S.M, DUCHESNE COUNTY, UTAH

FILEBAPR I 3 2015

SE€NËTARY, BOARDOFOIL, GAS T MINING

EX PARTE MOTION FOR SERVICEBY PUBLICATION

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

Docket No. 2015-019

Cause No. 139-133

COMES NOW, Bill Banett Corporation ("BBC"), acting by and through its

attorneys, MacDonald & Miller Mineral Legal Services, PLLC, and pursuant to Utah

Admin. Code Rules R64l-105-300 and R641-106-230, and hereby respectfully requests

an order from the Board of Oil, Gas and Mining (the "Board") allowing BBC to provide

the "written opportunity to lease or participate" required under Utah Code Ann. $ 40-6-

2(ll) and Utah Admin. Code Rule R649-2-9(l) relating to the well identified below to, as

well as service of the Request for Agency Action filed in this cause (the "RAr{") upon,

the following by publication in the form attached hereto as Exhibit "A)) and by this

reference incorporated herein:

Mega Petroleum, Inc("Mega")

Thomas K. Gray and Jey Gray, jointtenants

Robert D. Noble

Margaret B. Jones, alWa Margaret VJones

Gale B. Evans as Heir or Devisee ofVera H. Gagon

O'Leary Properties, Inc.("O'Leary Properties")

Laurence Scott Noble

Thomas W. Parker

Conrad P. Gagon as Heir or Deviseeof Vera H. Gagon

Ray D. Gagon as Heir or Devisee ofVera H. Gagon

Nancy Mitchell Joann Nelson,

and any and all other parties not currently leased or otherwise participating in the SA 16-

25-23 \Mell located upon and producing from the Captioned Lands comprising the

drilling unit at issue in this cause (the "subject 'Well") and claiming oil and gas

ownership in the Captioned Lands by, through or under the estates of the following

deceased parties: Mary A. Eaves, Maybelle Arthur, flk/aMabelle Hartwell, and Michael

C. Riley (all collectively hereinafter the "Unlocatables").

As outlined in the RAA, Thomas K Gray and Jey Gray, Laurence Scott Noble,

Robert D. Noble and Thomas \ü. Parker are unleased oil and gas owners, and Mega and

O'Leary Properties are working interest owners within the drilling unit at issue in this

cause. Furthermore, a title opinion rendered by a Utah licensed attorney for BBC dated

2

effective August 19,2013 identif,red each of the above named Decedents as being owners

of record of oil and gas interests in lands within the drilling unit at issue.

However, as outlined in the Landman's Affidavit executed by Timothy Bandy

attached hereto as Exhibit "8" and by this referenced incorporated herein, BBC (and its

contracted brokers) have been unable to locate current addresses or telephone numbers

for the above listed parties despite diligent efforts, which included internet searches, and

searches of official State corporate records. In addition, BBC (and its contracted brokers)

have made diligent efforts to identiff and locate all of the potential heirs, devisees or

successors of the Decedents, again through internet searches of genealogical sites and

court probate records, obtaining heirship afhdavits and making inquiries of known

relatives or friends. BBC believes it has identified all such heirs and successors but,

without conclusive orders of a Utah probate court, cannot be certain that all of the named

Decedents' successors have been located and contacted.

Additionally, Margaret V. Jones, Conrad P. Gagon, Gale B. Evans, Ray D. Gagon

Nancy Mitchell and Joann Nelson are apparent successors to Lester Hanson and/or Vera

H. Gagon. The Lease granted by those parties does not contain a pooling provision

allowing the current lessee(s) to unilaterally pool their interests. Consent to pooling is

therefore required or their interests may be force pooled.

aJ

Consistent with the Board's practice in prior compulsory pooling proceedings

where some of the interested parties being compulsory pooled have been unlocatable,

BBC seeks an order authorizing it to provide a written opportunity to lease andlor

participate and serve the RAA upon the Unlocatables by personalized published notice.

Specifically, BBC's proposed published notice would apprise each Unlocatable of their

opportunity to lease their respective oil and gas interest in the Subject Lands if an

unleased owner, to otherwise participate as a working interest owner in the drilling of the

Subject .We11,

or to consent to the pooling of their interest. The proposed notice would

also apprise them (or their successor(s)) of the possibility that the Board may impose up

to a300o/o penalty (as requested by BBC) upon them. Finally, such notice is reasonably

calculated to provide notice to them of the pendency of the RAA and the Board's May

27,2015 hearing.

Service of the Request by publication is warranted to ensure that each of the above

parties (or their successor(s)) receives legally sufficient notice of their opportunity to

lease andlor pafücipate in the Subject Well and of the Board's proceeding. BBC

proposes to publish the attached form of notice as soon as this Motion is granted for three

(3) consecutive weeks in the Uintah Basin Standard, a newspaper of general circulation in

Duchesne County (the county in which the drilling unit at issue is located), and further

proposes that all objections or responses to the RAA be fìled and served upon BBC's

4

counsel no later than May Il, 2015. A proposed form of a conforming Order is

additionally attached hereto as Exhibit "C" andby this reference incorporated herein.

Respectfully submitted this l3th day of April, 2015.

M¡.cDONALD & MILLERMINERAL LEGAL SERVICES, PLLC

Byller, Esq.

Attorneys for Petitioner Bill Barreff Corporation

RMM:ke1000.40

5

IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF BILL BARRETTCORPORATION FOR AN ORDER POOLINGALL INTERESTS, INCLUDING TTMCOMPULSORY POOLING OF THE INTERESTS

OF CERTAIN NON-CONSENTING ORUNLOCATABLE OIWNERS, IN TI{EDRILLING I.INIT ESTABLISMD FOR THEPRODUCTION OF OIL, GAS ANDASSOCIATED FryDROCARBONS FROM TTIE

LOWER GREEN RTVER-WASATCHFORMATIONS, COMPRISED OF ALL OFSECTION 25, TOWNSHIP 2 SOUTH, RANGE 3

WEST, U.S.M, DUCHESNE COUNTY, UTAH

FHLHMAPR I 3 20t5

SECRËTANY, BOAH)OFOll- GÂS t lullfillNc

EXHIBIT ..A''

PROPOSED FORM OFNOTICE OF OPPORTUNITY TOLEASE OR PARTICIPATE IN OILAND GAS WELL AND OF FILINGoF REQUEST FOR AGENCYACTION AND HEARING THEREON

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

Docket No. 2015-019

Cause No. 139-133

BrLL BARRETT CORPORATION ("BBC") TO:

1) MEGA PETROLEUM, INC., O'LEARY PROPERTIES, INC., THOMAS K.

GRAY AND JEY GRAY AS JOINT TENANTS, LAURENCE SCOTT NOBLE,

ROBERT D. NOBLE, THOMAS W. PARKER;

2) CONRAD P. GAGON, GALE B. EVANS AND RAY D. GAGON AS HEIRS OR

DEVISEES OF VERA H. GAGON, MARGARET B. JONES, AJ|KIA MARGARET

V. JONES, NANCY MITCHELL, JOANN NELSON, AND ANY AND ALL

PARTIES CLAIMING AS SUCCESSORS OF LESTER HANSON AND VERA H.

GAGON, AS TRUSTEES, UNDER THAT CERTAIN TRUST AGREEMENT

DATED OCTOBER 15, 1963, RECORDED NOVEMBER 20, 1963 IN BOOK

MR53, PAGE 575, WHO HAVE NOT CONSENTED TO THE POOLTNG OF

THEIR INTERESTS INSOFAR AS SAID LEASE COVERS THE CAPTIONED

LANDS; AND

3) ANY AND ALL PARTIES NOT ALREADY LEASED OR PARTICIPATING

IN THE WELL DESCRIBED BELOW AND CLAIMING OIL AND GAS

OWNERSHIP IN THE CAPTIONED DUCHESNE COUNTY, UTAH LANDS BY,

THROUGH OR UNDER THE ESTATES OF THE FOLLOWING DECEASED

PARTIES: MARY A. EAVES, MAYBELLE ARTHUR, FIK/A MABELLE

HARTWELL, AND MICHAEL C. RILEY:

Notice is hereby given that BBC has filed a Request for Agency Action on

April 10,2015 (the "RAA") with the Utah Board of Oil, Gas and Mining (the "Board")

seeking: (l) the compulsory pooling of your oil and gas interest in the Captioned Lands

previously established as a drilling unit in the Board's Order entered on August ll,l97l

in Cause No. 131-14, as modif,red by the Orders entered on April 17, 1985 in Cause No.

139-42, and entered on May 9,2012 in Cause No. 139-90; (2) to declare you as a "non-

consenting owner" in the SA 16-25-23 Well located on said lands (the "Subject Well");

and (3) impose a non-consent penalty of 300% of your share of the costs of staking the

location, wellsite preparation, rights-of-way, rigging up, drilling, reworking,

2

recompleting, deepening or plugging back, testing and completing the Subject Well,

including the cost of equipment in the well to and including the wellhead connections, as

just and reasonable compensation to the consenting owners, subject to the payment of the

average weighted fee royalty to be determined by the Board during the recovery period,

among other relief. A copy of the RAA may be obtained from the Board's Secretary

(1594 \ü. North Temple, Suite 1210, Salt Lake City, UT 84116).

Additionally, notice is hereby given that the Board will conduct a hearing on the

RAA on V/ednesday, ll4ay 27,2015 at 9:00 a.m., or as soon as possible thereafter, in the

Auditorium of the Department of Natural Resources, 1594 V/est North Temple, Salt Lake

City, Utah. The hearing will be conducted as a formal administrative adjudication in

accordance with the rules of the Board as set forth in Utah Administrative Code Rules

R641 et seq. as provided for by Utah Code Ann. $ 63G-4-101 through 601. This Notice

is being published pursuant to an Order of the Board and in accordance with the Board's

procedural rules.

You should contact Timothy Bandy, Landman at BBC, 1099 - 18th Street, Suite

2300, Denver, CO 80202, Telephone: (303) 312-8721, regarding the opportunity: (1) to

lease your interest in the Captioned Lands if you are currently an unleased oil and gas

owner; (2) to consent to the pooling of your interest covered by the 1963 Oil and Gas

Lease granted by Lester Hanson and Vera H. Gagon, as Trustees; or (3) to participate as a

aJ

working interest o\ryner by entering a joint operating agreement and by paying your

proportionate share of the costs of drilling and completing the Subject Well. Failure to

respond to the RAA or to participate in the Subject Well by entering into a lease,

consenting to the pooling of your leased interest, or by paying your share of the drilling

and completing costs for a well, will result in you being deemed a non-consenting owner,

and therefore, subject to force pooling and a possible non-consent penalty of up to 300%

that may be imposed by the Board at the iÙl4ay 27,2015 hearing.

Objections to the RAA shall be filed with the Secretary of the Board at the address

indicated above and served upon BBC's counsel identified below no later than May I l,

2015. Objections f,rled later may be considered by the Board at or before the regularly

scheduled hearing for good cause shown. A party must file a timely written objection or

other response in order to participate as a party at the Board hearing. Natural persons

may appear and represent themselves before the Board. All other representation by

parties before the Board will be by attorneys licensed to practice law in the State of Utah,

or attorneys licensed to practice law in another jurisdiction which meets the rules of the

Utah State Bar for practicing before the Utah courts. Attorney representation may be

waived by the Board upon petition and good cause shown. Persons interested in this

4

matter may participate pursuant to the procedural rules of the Board. A party who fails to

attend or participate in the hearingmay be held in default

Please govern yourself accordingly.

Dated this 13ú day of April,2015.

MIcDONALD & MILLERMINERAL LEGAL SERVICES, PLLC

BM. Miller, Esq

7090 S. Union Park Avenue, Suite 400Midvale, UT 84047Telephone: (801) 676-0050Facsimile: (801) 676-0051E-mail : rclma@macmillerlegal.com

Attorneys for Petitioner Bill Barrett Corporation

RMM:ke1000.40

5

IN THE MATTER OF THE REQUEST FORAGENCY ACTION OF BILL BARRETTCORPORATION FOR AN ORDER POOLINGALL INTERESTS, INCLUDING TFMCOMPULSORY POOLING OF TIIE INTERESTSOF CERTAIN NON-CONSENTING ORUNLOCATABLE OWNERS, IN THE DRILLINGLINIT ESTABLISFIED FOR THE PRODUCTIONOF OIL, GAS AND ASSOCIATEDHYDROCARBONS FROM THE LOWERGREEN RTVER-WASATCH FORMATIONS,COMPRISED OF ALL OF SECTION 25,TOWNSHIP 2 SOUTH, RANGE 3 WEST, USM,DUCI{ESNE COUNTY, UTAH

EXHIBIT "B''

AF'FIDAVIT OF TIMOTHY BANDYIN SUPPORT OF EX PARTEMOTION FOR SERVICE BY

PUBLICATION

Docket No. 2015- A//

Cause No. /31- l¿ Z

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

STATE OF COLORADO

CITY AND COUNTY OF DENVER

TIMOTHY BANDY, being hrst duly sworn upon his oath, deposes and says:

l. I am a landman for Bill Barrett Corporation ("BBC"), Petitioner in the

captioned cause, am over the age of eighteen (18) years, and have first-hand knowledge

of, and am otherwise competent to address, the matters stated herein.

2. BBC requisitioned the preparation of a Drilling and Division Order Title

Opinion covering the Captioned Lands from the law firm of Lear &. Lear LLP the title

)))

SS

examiner for which is duly licensed to practice in Utah. Said Opinion is dated August 28,

2014 (with a stated effective date of August 19, 2013). Said Opinion constitutes an

official record of BBC.

3. In said Opinion, the title examiner reported Mega Petroleum, Inc. ("Mega")

and O'Leary Properties, Inc. ("O'Leary Properties") as owners of working interests of

2.484237% and I .527566%, respectively, in the Captioned Lands. In both cases, letters

were sent via certified mail to the last addresses of record, but said mailings were

returned as undeliverable. BBC, and its contract broker GreenShell Energy, Corp.

("GreenShell") have made diligent inquiries to determine valid contact information,

including internet searches (Google, Oiltrash.com, 'Wyoming BLM Mergers Index, etc.),

and searches of the on-line records of the Utah Division of Corporation and Commercial

Code and the Colorado Secretary of State, but to no avail. In said Opinion, the title

examiner also reported Mary A. Eaves, Maybelle Arthur, flWa Mabelle Hartwell, and

Michael C. Riley, all now deceased, as still being the owners of record of various oil and

gas interests within the Captioned Lands. BBC andlor GreenShell have conducted

diligent investigation to determine who these parties' successors may be, including

intemet searches (Google, Whitepages.com, etc.), internet searches of genealogic

websites (such as FamilySearch.org, FindaGrave.com, etc.), obtaining heirship afhdavits

from known relatives or friends, and probate searches. On information and beliet BBC

has valid contact information for all such successors. However, without Utah probate

2

proceedings conclusively deterrnining the successors of each of the identif,red Decedents,

BBC carurot be sure that all of said successors have been contacted and given the

opportunity to participate or lease their respective interest

4. In said Opinion, the title examiner reported Thomas K. Gray and Jey Grey,

as joint tenants (an undivided 0.457974% interest), Robert D. Noble (an undivided

0.006120% interest), Thomas W. Parker (an undivided 0.001421Yo interest) and Laurence

Scott Noble (an undivided 0.006120% interest), as owners of unleased mineral interests

in the Captioned Lands. Letters were sent to each of these parties via certified mail to the

last addresses of record. All mailings were returned as undeliverable. BBC andlor

GreenShell have made diligent inquiry to determine valid addresses, including internet

searches (Google, Whitepages.com, etc.), internet searches of genealogic websites (such

as FamilySearch.org, FindaGrave.com, etc.), inquiry of known relatives or friends, and

searches of the on-line records of the Utah State Court database for probate filings, all to

no avail

5. Based on the unsuccessful results of its and its brokers' extensive searches,

BBC has deemed Mega, O'Leary Properties, Thomas K. Gray, Jey Grey, Robert D.

Noble and Thomas 'W. Parker, and any and all other parties not currently leased or

participating in the SA 16-25-23 Well located upon the Captioned Lands and claiming oil

and gas ownership by, through or under the Estates of Mary A. Eaves, Maybelle Arthur,

aJ

I

flklaMabelle Hartwell, and Michael C. Riley, all to be unlocatable for notice purposes of

the RAA and the hearing thereon.

Dated this n duy of April, 2015.

TIMOTHY Y

Subscribed and sworn to before me this I day of April, 2015 by TimothyBandy

My Commission Expires

lo,U.hl6L SLIE CROFTNOTARY PUBLIC

STATE OF COTORAOONOTARY lO # 201'.|4064505

4

ffiHLffiT}AP$t t 3 20t5

IN THE MATTER OF TI{E REQUEST FORAGENCY ACTION OF BILL BARRETTCORPORATION FOR AN ORDER POOLINGALL INTERESTS, INCLUDING THECOMPULSORY POOLING OF THE INTERESTS

OF CERTAIN NON-CONSENTING ORUNLOCATABLE OWNERS, IN THEDRILLING UNIT ESTABLISHED FOR THEPRODUCTION OF OIL, GAS ANDASSOCIATED HYDROCARBONS FROM THE

LOWER GREEN RTVER-WASATCHFORMATIONS, COMPRISED OF ALL OFSECTION 25, TOWNSHIP 2 SOUTH, RANGE 3WEST, U.S.M, DUCHESNE COUNTY, UTAH

$rcffiE'rÄAY BoAm CIFffil, G,qs & MtNtNG

EXHIBIT "C''

PROPOSED FORM OFORDER GRANTING EX PARTE

MOTION FOR SERVICEBY PUBLICATION

BEFORE THE BOARD OF OIL, GAS AND MININGDEPARTMENT OF NATURAL RESOURCES

STATE OF UTAH

Docket No. 2015-019

Cause No. 139-133

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

Barrett Corporation's ("BBC's") Ex Parte Motion for Service by Publication (the

"Motion") filed on April 13,2015 and finding good cause for granting the same, hereby

orders as follows:

1. The Motion is granted.

2. The proposed Notice attached to the Motion as Exhibit "A)) shall be

published by BBC as soon as practicable for three (3) consecutive weeks in the Uintah

Basin Standard.

3. Objections or responses to BBC's April 10,2015 Request for Agency

Action in this Cause shall be f,rled with the Secretary of the Board and served on BBC's

counsel no later than May 11,2015. A late objection or response may only be allowed by

the Board upon good cause shown.

For all pu{poses, the Chairman's signature on a faxed copy of this Order shall be

deemed the equivalent of a signed original.

Dated this _ day of ApriI,2015.

STATE OF UTAH BOARD OF OIL, GASAND MINING

By:Ruland J. Gill, Jr., Chairman

1000.40

ExParteMotionForServiceByPublicationExhibitAExhibit BExhibitC