Department of Commerce, Community, and Economic Development
Alaska Oil and Gas Conservation
Commission
HOME
EVENTS
DATA
Data List
Drilling
Production
Orders
Data Miner
Document Search
REPORTS
Reports and Charts
Pool Statistics
FORMS
LINKS
Links
Test Notification
Data Requests
Regulations
Industry Guidance Bulletins
How to Apply
ABOUT US
History
Staff
HELP
Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
CO 701 A
CONSERVATION ORDER NO. 701A Ninilchik Unit 1. October 20, 2014 Hilcorp application to modify CO 701 Ninilchik Pool Rules 2. April 24, 2015 Notice of Public Hearing, Affidavit of Publication, Email list, bulk mail list 3. June 1, 2015 Email re: proposed errata 4. June 2, 2015 Hearing transcript, hearing sign in sheet, presentation 5. June 11, 2015 Hilcorp post hearing submission 6. July 6, 2015 Don Shaw letter Re: correlative rights 7. July 9, 2015 AOGCC letter to Don Shaw re: correlative rights 8. August 14, 2015 Email from Don Shaw 9. October 11, 2015 Email from Don Shaw in response to Order issued 10. November 25, 2015 AOGCC response to Don Shaw email 11. November 25, 2015 DNR email re: Don Shaw 12. December 1, 2015 Email regarding reconsideration of deadline for escrow 13. --------------------- Various emails requesting an Extension of Time to file Reconsideration 14. January 4, 2016 Hilcorp's Rule 5 Reporting and Motion for Reconsideration of Rule 4 on the Merits 15. January 5, 2016 Hilcorp's Lessors and Royalty Owners agreements with Attachments 16 ------------------ Email from Mr. Shaw and AOGCC's response CONSERVATION ORDER NO. 701A Confidential emails held in secure storage STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West 7th Avenue, Suite 100 Anchorage Alaska 99501 Re: THE APPLICATION OF Hilcorp Alaska, LLC to modify the well spacing and escrow account requirements of Conservation Order No. 701. Beluga/Tyonek Gas Pool, Ninilchik Unit, onshore and offshore Kenai Peninsula Borough, Alaska IT APPEARING THAT: Docket Number: CO -14-029 Conservation Order No. 701 A Ninilchik Unit Ninilchik Field Beluga/Tyonek Gas Pool Kenai Peninsula Borough, Alaska October 9, 2015 By application dated October 20, 2014, Hilcorp Alaska LLC (Hilcorp), as operator of the Ninilchik Unit, requested modification of the well spacing and escrow account provisions Conservation Order No. (CO) 701, issued on September 18, 2014. Pursuant to 20 AAAC 25.540, the Alaska Oil and Gas Conservation Commission (AOGCC) scheduled a public hearing for June 2, 2015. On April 24, 2015, the AOGCC published notice of the opportunity for that hearing on the State of Alaska's Online Public Notice website and on the AOGCC's website, electronically transmitted the notice to all persons on the AOGCC's email distribution list, and mailed printed copies of the notice to all persons on the AOGCC's mailing distribution list. On April 27, 2015, the AOGCC published the notice in the Alaska Dispatch News. 3. The hearing commenced at 9:00 AM on June 2, 2015, in the AOGCC's offices located at 333 West 7th Avenue, Anchorage, Alaska. 4. Testimony was received from representatives of the Hilcorp, the Alaska Department of Natural Resources — Division of Oil and Gas, and Mr. Don Shaw, a private citizen owning land near the Ninilchik Unit. 5. The record was held open for 10 days to allow Hilcorp and Mr. Shaw to respond to questions asked during the hearing and to submit additional comments. 6. On June 12, 2015, Hilcorp submitted the requested information. The hearing record closed that same day. 7. On July 6, 2015, Mr. Shaw provided comments about Hilcorp's June 12, 2015 submittal. FINDINGS: Hilcorp submitted corrections to the Affected Area of the order and requested that the AOGCC modify several findings, conclusions, and rules contained in CO 701. The rules that Hilcorp asked to modify are as follows. Conservation Order 701 • • October 9, 2015 Page 2 of 5 2. Rule 4 of CO 701 currently requires Hilcorp to establish and maintain an interest-bearing escrow account for each tract within the Ninilchik Unit that is not committed to the unit (uncommitted tract) that has production allocated to it. Hilcorp proposes instead that Hilcorp- administered suspense accounts be used to hold funds dedicated to each such tract. 3. Hilcorp requested that the well spacing requirements of Rule 3 be modified to allow drilling, completion, and production from a well within 1,500 of an uncommitted tract within the Ninilchik Unit so long as a suspense account is established for that tract. 4. Hilcorp requested that the amount of funds deposited in suspense accounts for uncommitted tracts be the same percentage of production as Hilcorp's royalty obligation to the State of Alaska instead of total value requirement contained in Rule 4 of CO 701. At the hearing Hilcorp testified that the meaning of the phrase "total value of production"—as used in Rule 4 of CO 701—is unclear. 5. Rule 4 of CO 701 currently requires Hilcorp to provide a complete list of all uncommitted tracts within the Affected Area that includes a legal description and the landowner(s) name. Hilcorp requested instead to submit current Unit and Participating Area exhibits to meet AOGCC reporting requirements. CONCLUSIONS: Modification of CO 701's Findings and Conclusions is unnecessary. 2. Interest-bearing escrow accounts required by Rule 4 of CO 701 provide more equitable protection to the landowners of uncommitted tracts than will Hilcorp-administered, non- interest bearing suspense accounts. 3. In order to establish an escrow account for an uncommitted tract, a tract -allocation factor must be determined. For a tract lying outside of a formally defined Participating Area, this factor can only be established through the AOGCC's spacing exception process where a public hearing may be held to determine an appropriate amount to escrow. 4. Hilcorp's request to modify escrow amounts from "total value of production" to an amount equal to Hilcorp's royalty obligation to the State of Alaska does not adequately protect owner interest. Each landowner can negotiate directly with Hilcorp, and those negotiations may result in a royalty rate that differs substantially from the state's royalty percentage. To protect owners of uncommitted tracts, the most appropriate escrow amount for each month is the total value of production for each tract for that month. 5. The correlative rights of owners of uncommitted tract will not be adequately protected by Hilcorp's proposal to allow the drilling of wells within 1,500 feet of an uncommitted tract if a suspense account has been established for that tract. 6. Unit and Participating Area exhibits for the Ninilchik Unit provide substantially the same information as required by Rule 5 of CO 701. Therefore, providing these exhibits will meet the intent of the AOGCC's order. Conservation Order 701 • October 9, 2015 Page 3 of 5 NOW THEREFORE IT IS ORDERED: Conservation Order 701 is hereby repealed and replaced by this order. The administrative record for CO 701 is incorporated in to the record of this order. Affected Area: Seward Meridian (Corrected this order) Township & Rama Sections Portion s 2 North, 12 West 19-21 & 28-33 All 2 North, 13 West 36 S-1/2 1 North, 12 West 5 NW -1/4 6 All 7 NW -1/4 1 North, 13 West 1 & 2 All 3 SE -1 /4 10-12 All 14 All except that portion lying above the line of mean high tide within the SE -1/4 15 All 16 NE -1/4 & S-1/2 20 NE -1/4 & S-1/2 21 & 22 All 23 W-1/2, and that portion of the NW -1/4 NE - 1/4 lying below the line of mean high tide 27-29 All 30 NE -1/4 & S-1/2 31-33 All 34 W-1/2 1 North, 14 West 36 SE -1/4 1 South, 14 West 1-2 & 11-14 All 15 SE -1/4 1 South, 13 West 4 W-1/2 NW -1/4 & W-1/2 SW -1/4 5-8 All 1 South, 13 West 9 W-1/2 NW -1/4 18 N-1/2 NW -1/4 NE -1/4, N-1/2 NW -1/4, SW - 1/4 NW -1/4, NW -1/4 SE -1/4 NW -1/4, and NW -1/4 SW -1/4 Conservation Order 701 • • October 9, 2015 Page 4 of 5 Rule 1 Field and Pool Name (Source: CO 701) The field is the Ninilchik Field. Hydrocarbons underlying the Affected Area and within the interval identified in Rule 2, below, constitute the gas pool named the Ninilchik Beluga/Tyonek Gas Pool. Rule 2 Pool definition (Source: CO 701) The Ninilchik Beluga/Tyonek Gas Pool comprises the gas -bearing intervals common to and correlating with the interval between the measured depths of 1,480 feet in the Paxton #5 well and 9,600 feet in the Paxton #1 well. Rule 3 Well Spacing (Source: CO 701) There shall be no gas well spacing restrictions within the Affected Area, except: A) No gas well shall be drilled or completed less than 1,500 feet from the exterior boundary of the Affected Area unless the owner and landowner is the same on both sides of the line. B) No gas well shall be drilled or completed less than 1,500 feet from an uncommitted tract within the Ninilchik Unit unless the well and the uncommitted tract both lie within the same Participating Area. Rule 4 Escrowing of Revenue for Uncommitted Tracts (Revised this order) The operator shall establish an interest-bearing escrow account (Escrow Account) in a financial institution located in Alaska and (a) whose deposits are insured by an agency of the federal government or (b) that is subject to regulation by the State of Alaska's Division Department of Commerce, Community and Economic Development, Division of Banking and Securities. The operator shall pay all fees and costs associated with the Escrow Account. The Escrow Account shall be subject to the condition that no funds may be disbursed from the account except by written order of the AOGCC. The operator shall provide the AOGCC with documentation sufficient to show that the Escrow Account has been established in accordance with the requirements of this order. No later than the 10th day of each month (or the next business day if the 10th day falls on a weekend or legal holiday), the operator shall deposit in the Escrow Account an amount equal to 100 percent of the total gas sales attributable to the tract for which the Escrow Account was established during the previous month multiplied by the prevailing value for Cook Inlet gas published for that month's quarter by the Alaska Department of Revenue under 15 AAC 55.173(b) less operating expenses. However, a lesser amount may be deposited in the Escrow Account upon written agreement between the operator and the owner of the uncommitted tract. Rule 5 Reporting Requirements (Revised this order) Within 30 days of the effective date of this order the operator shall provide the AOGCC with a current set of Ninilchik Unit and Participating Area exhibits. The operator shall also provide the AOGCC with revised copies of these exhibits whenever changes of landownership occur. Conservation Order 701 • • October 9, 2015 Page 5 of 5 Rule 6 Administrative Action (Source: CO 701) Upon proper application, or its own motion, and unless notice and public hearing are otherwise required, the AOGCC may administratively waive the requirements of any rule stated herein or administratively amend this order as long as the change does not promote waste or jeopardize correlative rights, is based on sound engineering and geosciences principles, and will not result in an increased risk of fluid movement into freshwater. This order shall expire five years after the effective date shown below or upon a change in the operator of the Ninilchik Unit. DONE at Anchorage, Alaska and dated October 9, 2015. Cath P. F erster Chair, Commissioner ZF4Z�--- Daniel T. Seamount, Jr. Commissioner RECONSIDERATION AND APPEAL NOTICE As provided in AS 31.05.080(a), within 20 days after written notice of the entry of this order or decision, or such further time as the AOGCC grants for good cause shown, a person affected by it may file with the AOGCC an application for reconsideration of the matter determined by it. If the notice was mailed, then the period of time shall be 23 days. An application for reconsideration must set out the respect in which the order or decision is believed to be erroneous. The AOGCC shall grant or refuse the application for reconsideration in whole or in part within 10 days after it is filed. Failure to act on it within 10 -days is a denial of reconsideration. If the AOGCC denies reconsideration, upon denial, this order or decision and the denial of reconsideration are FINAL and may be appealed to superior court. The appeal MUST be filed within 33 days after the date on which the AOGCC mails, OR 30 days if the AOGCC otherwise distributes, the order or decision denying reconsideration, UNLESS the denial is by inaction, in which case the appeal MUST be filed within 40 days after the date on which the application for reconsideration was filed. If the AOGCC grants an application for reconsideration, this order or decision does not become final. Rather, the order or decision on reconsideration will be the FINAL order or decision of the AOGCC, and it may be appealed to superior court. That appeal MUST be filed within 33 days after the date on which the AOGCC mails, OR 30 days if the AOGCC otherwise distributes, the order or decision on reconsideration. In computing a period of time above, the date of the event or default after which the designated period begins to run is not included in the period; the last day of the period is included, unless it falls on a weekend or state holiday, in which event the period runs until 5:00 p.m. on the next day that does not fall on a weekend or state holiday. Singh, Angela K (DOA) From: Carlisle, Samantha J (DOA) Sent: Friday, October 09, 2015 1:54 PM To: Ballantine, Tab A (LAW); Bender, Makana K (DOA); Bettis, Patricia K (DOA); Bixby, Brian D (DOA); Brooks, Phoebe L (DOA); Carlisle, Samantha J (DOA); Colombie, Jody J (DOA); Cook, Guy D (DOA); Crisp, John H (DOA); Davies, Stephen F (DOA); Eaton, Loraine E (DOA); Foerster, Catherine P (DOA); Frystacky, Michal (DOA); Grimaldi, Louis R (DOA); Guhl, Meredith D (DOA); Herrera, Matthew F (DOA); Hill, Johnnie W (DOA); Jones, Jeffery B (DOA); Kair, Michael N (DOA); Loepp, Victoria T (DOA); Mumm, Joseph (DOA sponsored); Noble, Robert C (DOA); Paladijczuk, Tracie L (DOA); Pasqual, Maria (DOA); Regg, James B (DOA); Roby, David S (DOA); Scheve, Charles M (DOA); Schwartz, Guy L (DOA); Seamount, Dan T (DOA); Singh, Angela K (DOA); Wallace, Chris D (DOA); AKDCWellIntegrityCoordinator, Alex Demarban; Alexander Bridge; Allen Huckabay; Andrew VanderJack, Anna Raff; Barbara F Fullmer, bbritch; bbohrer@ap.org; Bob Shavelson; Brian Havelock; Bruce Webb; Burdick, John D (DNR); Carrie Wong; Cliff Posey; Colleen Miller; Crandall, Krissell; D Lawrence; Dave Harbour; David Boelens; David Duffy; David House; David McCaleb; David Steingreaber; David Tetta; Davide Simeone; ddonkel@cfl.rr.com; Dean Gallegos; Delbridge, Rena E (LAS); DNROG Units (DNR sponsored); Donna Ambruz; Ed Jones; Elowe, Kristin; Evans, John R (LDZX); Frank Molli; Gary Oskolkosf, George Pollock, ghammons; Gordon Pospisil; Gregg Nady; gspfoff, Jacki Rose; Jdarlington Oarlington@gmail.com); Jeanne McPherren; Williams, Jennifer L (LAW); Jerry Hodgden; Jerry McCutcheon; Solnick, Jessica D (LAW); Jim Watt; Jim White; Joe Lastufka; Joe Nicks; John Adams; Easton, John R (DNR); Jon Goltz; Juanita Lovett; Judy Stanek, Houle, Julie (DNR); Julie Little; Kari Moriarty; Kazeem Adegbola; Keith Wiles; Kelly Sperback; Gregersen, Laura S (DNR); Leslie Smith; Lisa Parker, Louisiana Cutler, Luke Keller; Marc Kovak; Dalton, Mark (DOT sponsored); Mark Hanley (mark. ha nley@ anada rko.com); Mark Landt; Mark Wedman; Kremer, Marguerite C (DNR); Mary Cocklan-Vendl; Michael Calkins; Michael Duncan; Michael Moora; Mike Bill; mike@kbbi.org; Mikel Schultz; MJ Loveland; mkm7200; Morones, Mark P (DNR); Munisteri, Islin W M (DNR); knelson@petroleumnews.com; Nichole Saunders; Nick W. Glover; Nikki Martin; NSK Problem Well Supv; Oliver Sternicki; Patty Alfaro; Paul Craig; Decker, Paul L (DNR); Paul Mazzolini; Pike, Kevin W (DNR); Randall Kanady; Randy L. Skillern; Renan Yanish; Robert Brelsford; Ryan Tunseth; Sara Leverette; Scott Griffith; Shannon Donnelly; Sharmaine Copeland; Sharon Yarawsky; Shellenbaum, Diane P (DNR); Smart Energy Universe; Smith, Kyle S (DNR); Sondra Stewman; Stephanie Klemmer; Moothart, Steve R (DNR); Suzanne Gibson; sheffield@aoga.org; Tania Ramos; Ted Kramer, Davidson, Temple (DNR); Terence Dalton; Teresa Imm; Terry Templeman; Thor Cutler, Tim Mayers; Todd Durkee; Tony Hopfinger; trmjrl; Tyler Senden; Vicki Irwin; Vinnie Catalano; Aaron Gluzman; Aaron Sorrell; Ajibola Adeyeye; Alan Dennis; Andrew Cater, Anne Hillman; Brian Gross; Bruce Williams; Bruno, Jeff J (DNR); Caroline Bajsarowicz; Casey Sullivan; Diane Richmond; Don Shaw; Donna Vukich; Eric Lidji; Erik Opstad; Gary Orr; Smith, Graham O (PCO); Greg Mattson; Dickenson, Hak K (DNR); Neusser, Heather A (DNR); Holly Pearen; Hyun, James J (DNR); Jason Bergerson; jill.a.mcleod@conocophillips.com; Jim Magill; Joe Longo; John Martineck; Josh Kindred; Kenneth Luckey; King, Kathleen J (DNR); Laney Vazquez; Lois Epstein; Longan, Sara W (DNR); Marc Kuck; Marcia Hobson; Steele, Marie C (DNR); Matt Armstrong; Franger, James M (DNR); Morgan, Kirk A (DNR); Pat Galvin; Pete Dickinson; Peter Contreras; Richard Garrard; Robert Province; Ryan Daniel; Sandra Lemke; Sarah Baker; Peterson, Shaun (DNR); Pollard, Susan R (LAW); Talib Syed; Terence Dalton; Tina Grovier (tmgrovier@stoel.com); Todd, Richard J (LAW); Tostevin, Breck C (LAW); Wayne Wooster, William Van Dyke Subject: Conservation Order 701A (Ninilchik Unit) • Attachments: co701a.pdf Please see attached. Samantha CarCisfe Executive Secretary II .ACaska OifandGas Conservation Commission 333 West 711 .Avenue .Anchorage, .ASC 99501 (907) 793-1223 (yhone) (.907) 276-7542 (fax) CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Samantha Carlisle at (907) 793-1223 or Samantha.Carlisle@alaska.eov. James Gibbs Jack Hakkila Bernie Karl P.O. Box 1597 P.O. Box 190083 K&K Recycling Inc. Soldotna, AK 99669 Anchorage, AK 99519 P.O. Box 58055 Fairbanks, AK 99711 Gordon Severson Penny Vadla George Vaught, Jr. 3201 Westmar Cir. 399 W. Riverview Ave. P.O. Box 13557 Anchorage, AK 99508-4336 Soldotna, AK 99669-7714 Denver, CO 80201-3557 Richard Wagner Darwin Waldsmith David W. Duffy, Landman P.O. Box 60868 P.O. Box 39309 Hilcorp Alaska, LLC Fairbanks, AK 99706 Ninilchik, AK 99639 P.O. Box 244027 Anchorage, AK 99524-4027 2.C) Angela K. Singh 16 Colombie, Jody J (DOA) From: Colombie, Jody J (DOA) Sent: Thursday, January 14, 2016 3:31 PM To: David Duffy (dduffy@hilcorp.com) Subject: FW: Order David, The attached was received after close of business on January 13, 2016. Jody -----Original Message ----- From: don Shaw [mailto:shawmanseafoods@yahoo.com] Sent: Wednesday, January 13, 2016 3:38 PM To: Colombie, Jody J (DOA) Subject: RE: Order Is this the one? It clearly shows: Welcome Property Search Contact Us Return to KPB Home AK-KENAI-ASSESSMENT Kenai Peninsula Borough, Alaska Assessing Department Transfer Date 4/23/2012 • Go Back Property Search Print Report Property Taxes General Info Property Owner: SHAW DONALD A 3640 N JAEGER CIR WASILLA AK 99654-2541 Change of Address Owner(s) Property ID 13902056 Address Transfer Date 4/23/2012 Document / Book Page 20120012450 Acreage 9.5500 Tax Authority Group 65 - SOUTH HOSPITAL/ROADS Legal Description Description T 1N R 12W SEC 8 Seward Meridian HM 0780066 FALLS CREEK SUB TRACT 1 You can also find it on your own with a simple internet search. Kenai Peninsula Borough Home Page. Once your at kpb.us, bottom of the page look for Online Services. Select: Public Info Parcel Lookup. Agree to the disclaimer, search Donald Shaw. 3 names come up, mine has the big truck with windows in the cab over, Parcel: 13902056. I claim to own my land simply becaueown my land. 16 I clearly recall from our phone call a couple of months ago you telling there was something in front of a assistant attorney general with no timeline on a ruling due to them concentrating fully on each case before them and that when mine came up it would be given the same attention. What was that, a delaying tactic thinking that I'd be silent and go away? Are my concerns even making it to the commissionaires? All I ever hear from is you. I'll try again. I seem to be asking the same question sense Oct.11, 2014 with no answer still. I would now like to ask the Commissionaires directly. Dear Commissionaires, I'm Don Shaw in Clam Gulch, within the spacing exception for the Francesl gas well. After my testimony in July of last year concerning Hilcorps Francesl gas well, you ruled CO 701A. Having reviewed Conservation Order 701, September 18,2014 Page 4 of 6 Affected Area: Seward Meridian Township & Range Section [s] Portion[s] I read it as having me at 1 South, 13 West, Section 8, All of the portion is affected. My correlative rights are being Robbed by Hilcorp and the Francesl gas well. Having further reviewed the matter of Hilcorp's spacing request, the AOGCC ruled on May 12, 2014 "and will not result in waste or jeopardize correlative rights of adjoining or nearby owners." As I testified in July, Hilcorp invested strong interest in me signing their lease. My correlative rights are self standing, they need no lease, they are my correlative rights. Hilcorp could sell Francesl then I'm forced to sign a new lease with a new owner. My correlative rights will be going out Francesl no matter who owns it and therefore shall not be forced to sign an oil company's lease. They are my rights, to defend not to be dictated to. My correlative rights are based on the amount of minerals and gas and the value of them the moment they leave the ground, nothing less. They are mine and they are being stolen. I ask that the Commissionaires either force my royalty or shut down the Francesl gas well to stop the thief. In these months of silence I've been robbed daily, in a criminal courtroom this would be 11/2 years of Felony Robbery. I don't have the hundreds of millions of dollars to spend in the state like Hilcorp is doing thereby influencing the State of Alaska in this time of financial downfall. I am a privet landowner who was just sitting here minding my own business now caught up in the complexities of the States oil and gas rules and being left in silence. I understand there is something due to be in front an Assistant Attorney General to be ruled on. What it is I have no clue, nobody tells me anything. If this letter should go off to another Assistant Attorney General to be ruled on I ask one thing while we wait these rulings. 0 Shut Down Francesl. Stop the Thief. Turn Off Francesl until this issue is ruled on. "and will not result in waste or jeopardize correlative rights of adjoining or nearby owners." I understand the AOGCC is only a adjudicative body but based on the AOGCC ruling on May 12, 2014, CO 701, and CO 701A this falls to your care. Based on my past testimony and your website [in part] Welcome to the AOGCC Goals Prevent waste of Alaska's oil and gas resources Protect correlative rights of the mineral interest owner Maximize recovery of oil and gas for the benefit of Alaska's citizens I hope to receive a reply other than you adjudicate or even worse, more silence in this Very Serious matter, Thank You, Don Shaw On Wed, 1/13/16, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: RE: Order To: "don shaw" <shawmanseafoods@yahoo.com> Date: Wednesday, January 13, 2016, 12:23 PM Mr. Shaw, As I have told you before, there is nothing "in front of the assistant attorney general." The property records checked were those of the Kenai Peninsula Borough. Jody Colombie -----Original Message ----- From: don shaw [mailto:shawmanseafoods@yahoo.com] 3 Sent: Tuesday, January 12, 2016 5:2W To: Colombie, Jody J (DOA) Subject: Re: Order Hi Jody, I guess I'm going to have to learn about a hearing, based on AOGCC ruling on May 12, 2014, CO 701, and CO 701A, plus my question about what is in front of an assistant attorney general, this matter is Not closed. Also I would like to know which department you seem to have checked with when you say that " In addition, state property records indicate the tract that you claim to own is owned by someone else". That is something that I need to correct apparently. Don Shaw On Mon, 1/11/16, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: Order To: "shawmanseafoods@yahoo.com" <shawmanseafoods@yahoo.com> Date: Monday, January 11, 2016, 1:01 PM Mr. Shaw. This matter is closed. The AOGCC has no evidence that your correlative rights are being violated. If you feel your correlative rights are being violated, you should request a hearing. Should you request a hearing, it will fall to you to prove your claims. In addition, state property records indicate the tract that you claim to own is owned by someone else. Jody Colombie From: don shaw <shawmanseafoods@yahoo.com> 4 Date: January 4, 2016 at 1:54:46 PAST To: <jody.colombie@alaska.gov> Subject: RE: Order Reply -To: don shaw <shawmanseafoods@yahoo.com> Hi Jody, • I seem to be asking the same question sense Oct.11, 2014 with no answer still. I would now like to ask the Commissionaires directly. Dear Commissionaires, I'm Don Shaw in Clam Gulch, within the spacing exception for the Francesl gas well. After my testimony in July of last year concerning Hilcorps Francesl gas well, you ruled CO 701A. Having reviewed Conservation Order 701, September 18,2014 Page 4 of 6 Affected Area: Seward Meridian Township & Range Section [s] Portion[s] I read it as having me at 1 South, 13 West, Section 8, All 0 of the portion is affected. My correlative rights are being Robbed by Hilcorp and the Francesl gas well. Having further reviewed the matter of Hilcorp's spacing request, the AOGCC ruled on May 12, 2014 "and will not result in waste orjeopardize correlative rights of adjoining or nearby owners." As I testified in July, Hilcorp invested strong interest in me signing their lease. My correlative rights are self standing, they need no lease, they are my correlative rights. Hilcorp could sell Francesl then I'm forced to sign a new lease with a new owner. My correlative rights will be going out Francesl no matter who owns it and therefore shall not be forced to sign an oil company's lease. They are my rights, to defend not to be dictated to. My correlative rights are based on the amount of minerals and gas and the value of them the moment they leave the ground, nothing less. They are mine and they are being stolen. I ask that the Commissionaires either force my royalty or shut down the Francesl gas well to stop the thief. In these months of silence I've been robbed daily, in a criminal courtroom this would be 11/2 years of Felony Robbery. I don't have the hundreds of millions of dollars to spend in the state like Hilcorp is doing thereby influencing the State of Alaska in this time of financial downfall. I am a privet landowner who was just sitting here minding my own business now caught up in the complexities of the States oil and gas rules and being left in silence. I understand there is something due to be in front an Assistant Attorney General to be ruled on. What it is I have no clue, nobody tells me anything. If this letter should go off to another Assistant Attorney General to be ruled on I ask one thing while we wait these rulings. Shut Down Francesl. Stop the Thief. Turn Off Francesl until this issue is ruled on. 6 "and will not result in waste or jeopardize correlative rights of adjoining or nearby owners." I understand the AOGCC is only a adjudicative body but based on the AOGCC ruling on May 12, 2014, CO 701, and CO 701A this falls to your care. Based on my past testimony and your website [in part] Welcome to the AOGCC Goals Prevent waste of Alaska's oil and gas resources Protect correlative rights of the mineral interest owner Maximize recovery of oil and gas for the benefit of Alaska's citizens I hope to receive a reply other than you adjudicate or even worse, more silence in this Very Serious matter, Thank You, Don Shaw On Wed, 11/25/15, don shaw <shawmanseafoods@yahoo.com> wrote: Subject: RE: Order 40 To: "JodyJ (DOA)Colombie" <jody.caRbie@alaska.gov> Date: Wednesday, November 25, 2015, 2:31 PM Hi Jody. Thanks for the info about Paul Decker, he is checking and will call me back. As to "some confusion" I highly agree. I'm not trying to be difficult but what is the assistant Attorney General doing involved with my belief that Hilcorp is stealing gas that belongs to me? Am I missing something? On Oct. 11, 2015 1 sent: Dear Commissionaires, I would like to take this moment to Thank You for your resent ruling in Conservation Order 701A and for looking out for the privet landowners correlative rights, even if this ruling only stands for 5 years, it is a start. I understand that your ruling can be appealed to the courts so we will see what happens next. I am unsure though how your ruling affects my position. Having reviewed Conservation Order 701 September 18,2014 8 Page 4 of 6 0 Affected Area: Seward Meridian Township & Range Section [s] Portion[s] I read it as having me at 1 South, 13 West, Section 8, All of the portion is affected. Is there some way to clarify my position? As your well aware, my belief is that my minerals are supplying part of the Francis 1 gas well and that the Only Way to prove or disprove that is through seismic readings that very few privet landowners can afford to do. Being of a confidential nature, my choosen Officer of the Court and their choosen expert should be allowed to view Hilcorps seismic research on my behalf. Ii�Ti17 You, Don Shaw 9 • 9 On Nov 12, 2015 1 sent: Dear Samantha Carlisle, Good Morning, I am trying to find out if Hilcorp has chosen to appeal the commission's ruling on Conservation Order 701A [past e-mail included to help refresh you]. Also,l had ask the commissionaires how that a ruling affects me as Conservation Order 701 seems to say that I'm supplying part of the Francisl gas well. Is this a question that I should bring up at the Dec. 2 public meeting? Looking forward to your reply, Don Shaw Having never received answers I phoned, spoke with you, and it seems, misunderstood what was taking place with the assistant Attorney General. 10 • Jody, I guess it might be best to asts way. What is in front of the AOGCC commissioners? What is in front of the assistant Attorney General? If the AOGCC only adjudicates my correlative rights then who upholds them? Where do I find Hilcorp's spacing request, that the AOGCC ruled on May 12, 2014? Thanks for your help. I truly am not trying to be difficult, just trying to learn. Don Shaw On Wed, 11/25/15, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: RE: Order To: "don shaw" <shawmanseafoods@yahoo.com> Date: Wednesday, November 25, 2015, 11:24 AM Mr. Shaw: 11 1-1 • Our phone conversations and our emails have clearly created some confusion. I am hopeful that this email will serve to clarify these issues. I never said that your correlative rights were being decided or ruled on by an assistant Attorney General. Nor did I say the decision was out of the AOGCC's hands or that your claims are in front of an assistant Attorney General. Just to clarify, claims before the AOGCC are decided solely by the AOGCC commissioners. In the matter of Hilcorp's spacing request, the AOGCC ruled on May 12, 2014. The AOGCC cannot address the issues you raise as to your online access. Also, the AOGCC cannot provide any information as to gas price, at the wellhead or elsewhere, as we do not collect this information and it is outside our jurisdiction. 12 • Since the issue of extended confide9ality is decided by DNR, your question as to whether Hilcorp has applied for extended confidentiality should be sent to DNR. You may contact Paul Deck at State of Alaska, Department of Natural Resources, Division of Oil and Gas at (907) 269-8791. Jody J. Colombie AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, Alaska 99501 Office (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential 13 0 and/or privileged information. Theouthorized review, 0 use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or jody.colombie@alaska.gov. ----- Original Message ----- From: don Shaw [mailto:shawmanseafoods@yahoo.com] Sent: Tuesday, November 24, 2015 3:16 PM To: Colombie, Jody J (DOA) Subject: Re: Order Hi Jody, I understand that my correlative rights are in front of an assistant Attorney General from our phone call last week. My resent calls have been to find out how 14 • 0 much gas is worth at the well. Also, to find out the wells with Extended Confidentiality. My computer is a Gateway 7330GZ Mobil Intel[R] Pentium [R] 4 cpu 3.06 GHz 480 M B of Ram Windows XP Home Edition Version 2002 Service Pack 3. If you understand any of that your doing Far better than me. All that I know is that it is slower than I am and will not open most anything on the AOGCC website. pdf seems to work. My next move is to send a Data Request but I get shot down there with the disclaimer "I certify that I am neither a party nor representing or acting on behalf of a party involved in litigation in a judicial or administrative forum with the State of Alaska or public agency to which these records are relevant." I'm to believe that being in front of an assistant Attorney General would put me under 'administrative forum". As you well know of my fight with Hilcorp and the Francesl well, I am trying to stay as informed as 15 can, all the while learning this comet battle as it is • taking place. I am at a great disadvantage, had I known it would have gone this far I could have been better prepared in the beginning and had a better idea of whats happening now and next. With the website not being user friendly for poor people with outdated computers this makes it extremely difficult to view any maps or gain most any type of information and I'm only 1 of hundreds being affected by Hilcorps drilling in the Ninilchik Unit. Throw on top of that, I live off the grid so that is gasoline for the generator just to get online to a site that is best geared for people with modern computers. When you have no income, a few gallons of gasoline is a lot. I'm not trying to be difficult or to rehash what is taking place , I know that it is out of your hands and pretty much out of everybody else hands at AOGCC until the assistant Attorney General rules. DNR is unable to help with the price of gas at the well, 'contract specific" I believe was the term. With Francesl having confidentiality.) am trying to find out it they have applied 16 for Extended Confidentiality. If snoor rain falls on • Francesl I am trying to stay abreast of it [that one's easy :-] What happened to the days when you clicked on September 2015 production and the page opened to it? Instead of Excel, download, failed download, open with and everything you try fails. Anyway Jody, I'm not trying to drive anybody over there nuts nor trying to rehash anything. I'm just trying to learn but my hands are cyber tied. Thank You, 17 Don Shaw On Tue, 11/24/15, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: Order To: "Don Shaw" <shawmanseafoods@yahoo.com> Date: Tuesday, November 24, 2015, 8:58 AM Mr. Shaw, The AOGCC's order in this case addresses the issues you keep asking about. The AOGCC does not and cannot provide interpretations of its orders, or the evidence upon 18 which those orders are based. As I think we've mentioned before, although the AOGCC protects correlative rights, it does not advocate on behalf of any party; basically it looks at the evidence presented and makes its determination. If in the course of reviewing evidence, the AOGCC determines that a party's correlative rights are being violated, it will act to protect those rights. As a result, the only answer I can give you is to review the AOGCC's order and look at the maps which were presented in evidence. If you feel that your correlative rights are in jeopardy, then you should seek advice. But as we've already said, the AOGCC cannot provide that advice Jody J. Colombie 19 AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, Alaska 99501 Office: (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may 20 violate • state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact • Jody Colombie at 907.793.1221 or jody.colombie@alaska.gov. 21 C� Colombie, Jody J (DOA) From: Colombie, Jody J (DOA) Sent: Wednesday, January 13, 2016 12:23 PM To: 'don shaw' Subject: RE: Order Mr. Shaw, As I have told you before, there is nothing "in front of the assistant attorney general." The property records checked were those of the Kenai Peninsula Borough. Jody Colombie -----Original Message ----- From: don Shaw [mailto:shawmanseafoods@yahoo.com] Sent: Tuesday, January 12, 2016 5:25 PM To: Colombie, Jody J (DOA) Subject: Re: Order Hi Jody, guess I'm going to have to learn about a hearing, based on AOGCC ruling on May 12, 2014, CO 701, and CO 701A, plus my question about what is in front of an assistant attorney general, this matter is Not closed. Also I would like to know which department you seem to have checked with when you say that " In addition, state property records indicate the tract that you claim to own is owned by someone else". That is something that I need to correct apparently. Don Shaw On Mon, 1/11/16, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: Order To: "shawmanseafoods@yahoo.com" <shawmanseafoods@yahoo.com> Date: Monday, January 11, 2016, 1:01 PM Mr. Shaw. This matter is closed. The AOGCC has no evidence that your correlative rights are being violated. If you feel your correlative rights 1 are being violated, you should reque3'fa hearing. Should you request a hearing, *II fall to you to prove your claims. In addition, state property records indicate the tract that you claim to own is owned by someone else. Jody Colombie From: don shaw <shawmanseafoods@yahoo.com> Date: January 4, 2016 at 1:54:46 PM AKST To: <jody.colombie@alaska.gov> Subject: RE: Order Reply -To: don shaw <shawmanseafoods@yahoo.com> Hi Jody, I seem to be asking the same question sense Oct.11, 2014 with no answer still. I would now like to ask the Commissionaires directly. Dear Commissionaires, I'm Don Shaw in Clam Gulch, within the spacing exception for the Francesl gas well. After my testimony in July of last year concerning Hilcorps Francesl gas well, you ruled CO 701A. Having reviewed Conservation Order 701, September 18,2014 Page 4 of 6 z Affected Area: Seward Meridian • Township & Range Section [s] Portion[s] I read it as having me at 1 South, 13 West, Section 8, All • of the portion is affected. My correlative rights are being Robbed by Hilcorp and the Francesl gas well. Having further reviewed the matter of Hilcorp's spacing request, the AOGCC ruled on May 12, 2014 "and will not result in waste orjeopardize correlative rights of adjoining or nearby owners." As I testified in July, Hilcorp invested strong interest in me signing their lease. My correlative rights are self standing, they need no lease, they are my correlative rights. Hilcorp could sell Francesl then I'm forced to sign a new lease with a new owner. My correlative rights will be going out Francesl no matter who owns it and therefore shall not be forced to sign an oil company's lease. They are my rights, to defend not to be dictated to. My correlative rights are based on the amount of minerals and gas and the value of them the moment they leave the ground, nothing less. They are mine and they are being stolen. I ask that the Commissionaires either force my royalty or shut down the Francesl gas well to stop the thief. In these months of silence I've been robbed daily, in a criminal courtroom this would be 11/2 years of Felony Robbery. I don't have the hundreds of millions of dollars to spend in the state like Hilcorp is doing thereby influencing the State of Alaska in this time of financial downfall. I am a privet landowner who was just sitting here minding my own business now caught up in the complexities of the States oil and gas rules and being left in silence. I understand there is something due to be in front an Assistant Attorney General to be ruled on. What it is I have no clue, nobody tells me anything. If this letter should go off to another Assistant Attorney General to be ruled on I ask one thing while we wait these rulings. 9 Shut Down Francesl. Stop the Thief. Turn Off Francesl until this issue is ruled on. "and will not result in waste or jeopardize correlative rights of adjoining or nearby owners." I understand the AOGCC is only a adjudicative body but based on the AOGCC ruling on May 12, 2014, CO 701, and CO 701A this falls to your care. Based on my past testimony and your website [in part] Welcome to the AOGCC Goals Prevent waste of Alaska's oil and gas resources Protect correlative rights of the mineral interest owner Maximize recovery of oil and gas for the benefit of Alaska's citizens I hope to receive a reply other than you adjudicate or even worse, more silence in this Very Serious matter, Thank You, Don Shaw 4 On Wed, 11/25/15, don shaw <shawmanseafoods@yahoo.com> wrote: Subject: RE: Order To: "Jody J (DOA)Colombie" <jody.colombie@alaska.gov> Date: Wednesday, November 25, 2015, 2:31 PM Hi Jody. Thanks for the info about Paul Decker, he is checking and will call me back. As to "some confusion" I highly agree. I'm not trying to be difficult but what is the assistant Attorney General doing involved with my belief that Hilcorp is stealing gas that belongs to me? Am I missing something? On Oct. 11, 20151 sent: Dear Commissionaires, I would like to take this moment to Thank You for your resent ruling in Conservation Order 701A and for looking out for the privet landowners correlative rights, even if this ruling only stands for 5 years, it is a start. I understand that your ruling can be appealed to the courts so we will see what happens next. 5 • I am unsure though how your rulin*ects my 0 position. Having reviewed Conservation Order 701 September 18,2014 Page 4 of 6 Affected Area: Seward Meridian Township & Range Section [s] Portion[s] I read it as having me at 1 South, 13 West, Section 8, All of the portion is affected. Is there some way to clarify my position? As your well aware, my belief is that my minerals are supplying part of the Francis 1 gas well and that the Only Way to prove or disprove that is through seismic readings that very few privet landowners can afford to do. Being of a confidential nature, my choosen Officer of the Court and their choosen expert should be allowed to view Hilcorps seismic research on my behalf. Thank 0 You, Don Shaw On Nov 12, 2015 1 sent: Dear Samantha Carlisle, Good Morning, I am trying to find out if Hilcorp has chosen to appeal the commission's ruling on Conservation Order 701A [past e-mail included to help refresh you]. Also,l had ask the commissionaires how that a ruling affects me as Conservation Order 701 seems to say that I'm supplying part of the Francisl gas well. Is this a question that I should bring up at the Dec. 2 public meeting? Looking forward to your reply, Don Shaw 0 Having never received answers I phoned, spoke with you, and it seems, misunderstood what was taking place with the assistant Attorney General. Jody, I guess it might be best to ask this way. What is in front of the AOGCC commissioners? What is in front of the assistant Attorney General? If the AOGCC only adjudicates my correlative rights then who upholds them? Where do I find Hilcorp's spacing request, that the AOGCC ruled on May 12, 2014? Thanks for your help. I truly am not trying to be difficult, just trying to learn. Don Shaw On Wed, 11/25/15, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote • Subject: RE: Order 0 To: "don shaw" <shawmanseafoods@yahoo.com> Date: Wednesday, November 25, 2015, 11:24 AM Mr. Shaw: Our phone conversations and our emails have clearly created some confusion. I am hopeful that this email will serve to clarify these issues. I never said that your correlative rights were being decided or ruled on by an assistant Attorney General. Nor did I say the decision was out of the AOGCC's hands or that your claims are in front of an assistant Attorney General. Just to clarify, claims before the AOGCC are decided solely by the AOGCC commissioners. In the matter of Hilcorp's spacing request, the AOGCC ruled on May 12, 2014. The AOGCC cannot address the issues you raise as to your online access. Also, the AOGCC cannot provide 9 • 0 0 any information as to gas price, at the wellhead or elsewhere, as we do not collect this information and it is outside our jurisdiction. Since the issue of extended confidentiality is decided by DNR, your question as to whether Hilcorp has applied for extended confidentiality should be sent to DNR. You may contact Paul Deck at State of Alaska, Department of Natural Resources, Division of Oil and Gas at (907) 269-8791. Jody J. Colombie AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, Alaska 99501 Office: (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains 10 0 information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or jody.colombie@alaska.gov. ----- Original Message ----- From: don Shaw [mailto:shawmanseafoods@yahoo.com] Sent: Tuesday, November 24, 2015 3:16 PM To: Colombie, Jody J (DOA) Subject: Re: Order 11 Ll Hi Jody, 0 I understand that my correlative rights are in front of an assistant Attorney General from our phone call last week. My resent calls have been to find out how much gas is worth at the well. Also, to find out the wells with Extended Confidentiality. My computer is a Gateway 7330GZ Mobil Intel[R] Pentium [R] 4 cpu 3.06 GHz 480 MB of Ram Windows XP Home Edition Version 2002 Service Pack 3. If you understand any of that your doing Far better than me. All that I know is that it is slower than I am and will not open most anything on the AOGCC website. pdf seems to work My next move is to send a Data Request but I get shot down there with the disclaimer "I certify that I am neither a party nor representing or acting on behalf of a party involved in litigation in a judicial or administrative forum with the State of Alaska or public agency to which these records are relevant." I'm to believe that being in front of an assistant Attorney General would put me under 'administrative forum". 12 • As you well know of my fight with Hilcorp and the Francesl well, I am trying to stay as informed as can, all the while learning this complex battle as it is taking place. I am at a great disadvantage, had I known it would have gone this far I could have been better prepared in the beginning and had a better idea of whats happening now and next. With the website not being user friendly for poor people with outdated computers this makes it extremely difficult to view any maps or gain most any type of information and I'm only 1 of hundreds being affected by Hilcorps drilling in the Ninilchik Unit. Throw on top of that, I live off the grid so that is gasoline for the generator just to get online to a site that is best geared for people with modern computers. When you have no income, a few gallons of gasoline is a lot. I'm not trying to be difficult or to rehash what is taking place , I know that it is out of your hands and pretty much out of everybody else hands at AOGCC until the assistant Attorney General rules. DNR is unable to 13 help with the price of gas at the wepontract specific" I believe was the term. With Francesl having confidentiality.) am trying to find out it they have applied for Extended Confidentiality. If snow or rain falls on Francesl I am trying to stay abreast of it [that one's easy :-] What happened to the days when you clicked on September 2015 production and the page opened to it? Instead of Excel, download, failed download, open with and everything you try fails. Anyway Jody, I'm not trying to drive anybody over there nuts nor trying to rehash anything. I'm just trying to learn but my hands are cyber tied. Thank You, 14 • 0 Don Shaw On Tue, 11/24/15, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: Order To: "Don Shaw" <shawmanseafoods@yahoo.com> Date: Tuesday, November 24, 2015, 8:58 AM Mr. Shaw, The AOGCC's order in 15 this case addresses the issues you keep asking about. The AOGCC does not and cannot provide interpretations of its orders, or the evidence upon which those orders are based. As I think we've mentioned before, although the AOGCC protects correlative rights, it does not advocate on behalf of any party; basically it looks at the evidence presented and makes its determination. If in the course of reviewing evidence, the AOGCC determines that a party's correlative rights are being violated, it will act to protect those rights. As a result, the only answer I can give you is to review the AOGCC's order and look at the maps which were presented in evidence. If you feel that your correlative rights are in jeopardy, then you should seek advice. But as we've already said, the AOGCC cannot provide that advice 16 Jody J. Colombie AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, Alaska 99501 Office: (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential 17 and/or 0 privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact • Jody Colombie at 907.793.1221 or jody.colombie@alaska.gov. 18 15 \& 0 0 LESSORS' AND ROYALTY OWNERS' CONSENT The undersigned owner or owners of a royalty interest acknowledge receipt of a copy of the Unit Agreement for the development and operation of the Ninilchik Area, Third Judicial District. State of Alaska (herein referred to as the "Agreement "), an executed counterpart of which will be recorded in the Kenai District Recorder's Office. In consideration of the Agreement's becoming effective in accordance with its terms, the undersigned do hereby approve and consent to the Agreement as to all lands owned by or in which the undersigned have an interest and agree to be bound by all of the terms, covenants and conditions thereof applicable to the owners of royalty interests; and the undersigned do hereby further agree as follows: This consent shall have no force or effect after termination of the Agreement as provided therein; provided however that in the event of such termination, no subject lease, operating agreement or other instrument shall terminate on account of lack of development and/or operation if, within ninety (90) days after the termination of the Agreement, operations shall be commenced and thereafter carried on diligently pursuant to the terms of such lease, operating agreement or other instrument, or for the curing of a default, if any, existing under such lease, operating agreement or other instrument. 2. No change or alteration shall be made or effected in the Agreement without the prior consent of the royalty interests totaling sixty per cent (60 %) or more of the then current unitized royalty interests (exclusive of the basic royalty interests of the United States). This consent shall be effective upon acceptance hereof by the owners of the working interest in the lands in which the undersigned have an interest, and shall be binding upon the successors and assigns of the undersigned. Agreed to and accepted this day of e,l, 2015. Ile Royalty Owner,(Signature) Avis Hardy, flea Avis Phiefer rr Accepted this S day of 1 - a,..,` , 201 /- S=/4 ->?i - David Wi ns, Senior Vice President Hilcorp Alaska, LLC 1 of 2 /UeoaA L STATE OF SKA ) � ss. T�Ov taS Cv The foregoing instrument was acknowledged before me this 2* day of DteEnStr- by v�S a dn&"4(x Notary public' and for the Slate pf Piz Y')D/1 My commission expires: 111.2-711A STATE OF ALASKA ) l x1 , ANTHONY L VICKERSN07ARY PUBLIC STATE Of NEVADA No.14-15368.5 4y rFc1. _ip 40v 27, 2119 „Q,yyyyzoy� 2015, ) ss. Third Judicial District ) 4 The foregoing instrument was acknowledged before me this ; day of 14, . 20it, by David Wilkins, Senior Vice President of Hilcorp Alaska, LLC, a Delaware limited liabilify company, on behalf of the limited liability company. STATE OF ALASKA NOTARY PUBLIC jo No public in -a-41ortwstlfe of Alaska David W. Duffy My commission expires: V- I ` U t � My Cornmiulon 5p1res Sep 1, 2017 2of2 2016-000037-0 L Recording Dist: 309 - Homer s 1/7/2016 09:28 AM Pages: 1 of 5 YRII�IIIIIV�tlIIIlidIflII1NIIIIINII��I COVERSHEET Please record this coversheet as the first page of the document. RECORDING DISTRICT: Heiner NLA44� Q,S Mc — DOCUMENT TYPE: 1. Memorandum of Oil and Gas Lease 2. Lessors' and Royalty Owners' Consent GRANTOR: GRANTEE: LEGAL DESCRIPTION: Avis Hardy, fka Avis Phiefer Hilcorp Alaska, LLC Township 1 South, Range 13 West, Seward Meridian, Alaska Section 7: That portion of the Sterling Highway Right -of Way lying within the N/2SE/4, Homer Recording District, Third Judicial District, State of Alaska containing 19.000 acres, more or less. AFTER RECORDING RETURN TO: Hilcorp Alaska, LLC 3800 Centerpoint Dr., Suite 1400 Anchorage, AK 99503 ATTN: Land Manager eRecorded Document MEMORANDUM OF OIL AND GAS LEASE HILCORP ALASKA, LLC '07 9 THIS MEMORANDUM, made this day of beeew b" t'- 2015, by and between Avis Hardy, fka Avis Phiefer, whose address is t 1a? W, WR! t ,dparvr llt, )U () , as "Lessor," and HILCORP ALASKA, LLC, a Delaware limited liability company, as "Lessee." WITNESSETH: That Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, Lessor's one hundred percent (100.00%) mineral interest and for a valuable consideration and in consideration of the covenants of the Lessee set forth in that certain oil and gas lease made and entered into this day by and between the parties hereto, covering the land hereinafter described, and for the term and subject to the covenants, conditions and provisions and for the purposes set forth in said oil and gas lease, all that certain land situated In the Kenai Peninsula Borough, State of Alaska, and more particularly described as follows, to wit: Township 1 South, Range 13 West, Seward Meridian, Alaska Section 7: That portion of the Sterling Highway Right -of -Way lying within the N12SEJ4, Homer Recording District, Third Judicial District, State of Alaska, e . containing 19.000 acres, more or less. or less. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Oil and Gas Lease to be executed the day and year fust hereinabove written. Avis hardy, &a Avis Phiefer Signature: 1 ,iJ /��,,�/� .2,q A.V a--O/„s" Lessor/Date HILCORP ALASKA, LLC By. Lessee/Date III 1111111111111111111111 2of5 eRecorded Document 2016-000037-0 STATE OF NEVANq n ACKNOWLEDGEMENT OF LESSOR 0 COUNTY OF Dau GL%is ) SS The foregoing instrument was acknowledged before me this .?9A day of DEwhgid 2015, by AVIs Toi9Av #Agt>Y Notary public ' d for the Stat of ANTHONY PUat�ERB My commission expires: II ,2 % 1.5" STATE of NEVAOA No.1t•ti1603 My Appt Etp. Nor. 2T, 2618 ACKNOWLEDGEMENT OF LESSEE STATE OF ALASKA SS THIRD JUDICIAL DISTRICT }.k The foregoing instrument was acknowledged before me this <$ day of a,Nf , 20 J. by David Wilkins, Senior Vice President of Hik:orp Alaska, LLC, aDelaware limited liability company, on behalf of the limited liability company. Not public in and�Pbr MSteie of Alaska My commission expires: Q-J-ZV/P STATE OF ALASKA NOTARY PUBUC David W. Duffy *comb" POM-62Pt, 20t7 RETURN TO: Hilcorp Alaska, LLC Attn: Land Manager 3800 Centerpoint Drive, Suite 1400 Anchorage, Alaska 99503 9111 ml�� 3of5 eRecorded Document 2016-000037-0 LESSORS' AND ROYALTY OWNERS' CONSENT The undersigned owner or owners of a royalty interest acknowledge receipt of a copy of the Unit Agreement for the development and operation of the Niniich;k Area, Third Judicial District, State of Alaska (herein referred to as the "Agreement "), an executed counterpart of which will be recorded in the Kenai District Recorder's Office. In consideration of the Agreement's becoming effective in accordance with its terns, the undersigned do hereby approve and consent to the Agreement as to all lands owned by or in which the undersigned have an interest and agree to be bound by all of the terns, covenants and conditions thereof applicable to the owners of royalty interests; and the undersigned do hereby further agree as follows: This consent shall have no force or effect after termination of the Agreement as provided therein; provided however that in the event of such termination, no subject lease, operating agreement or other instrument shall terminate on account of lack of development and/or operation if, within ninety (90) days after the termination of the Agreement, operations shall be commenced and thereafter carried on diligently pursuant to the terms of such lease, operating agreement or other instrument, or for the curing of a default, if any, existing under such lease, operating agreement or other instrument. 2. No change or alteration shall be made or effected in the Agreement without the prior consent of the royalty interests totaling sixty per cent (60 %) or more of the then current unitized royalty interests (exclusive of the basic royalty interests of the United States). This consent shall be effective upon acceptance hereof by the owners of the working interest in the lands in which the undersigned have an interest, and shall be binding upon the successors and assigns of the undersigned. Agreed to and accepted this A 9 day of &ez , 2015. Royalty Owne"Signatufe) Avis Hardy, f is Avis Phiefer tk � Accepted this day of 201/ D vi i as, Senior Vice President Hilcorp A aska, LLC 111111111111111111 4 of 5 eRecorded Document 2016-000037-0 Nufto STATE OFA ) COUNTY OF PO4C'1-0 t ) The foregoing instrument was acknowledged before me this .29 1 day of DE-CE)16& , 2015, by Avis ToAN 8nRvy jn&V X Oat., Notary publy in and for the State ofd JVi5v,04 My commission expires: STATE OF ALASKA ) ) ss. Third Judicial District ) .rrrrriaiirrr�'.rrrrrrrrsr ANTHONY L VICKERS NOTArtY PUBLIC STATE OF NEVADA No td -153685 MyAFPLUp Nov. 27,20111 The foregoing instrument was acknowledged before me this cS day of :j'- "tC4Lw , 200 by David Wilkins, Senior Vice President of Hilcorp Alaska, LLC, a Delaware limited liability company, on behalf of the limited liability company. Notary public in and forte Stat6of Alaska My commission expires: 1—f-201-7 STATE OF ALASKA NOTARY PUBLIC David W. Duffy W Comm1elcn E*I es fop 1, 2017 2of2 II 11111111 1111111111111 5of5 eRecorded Document 2016-000037-0 Map Overview Basemap Credits: National Geographic, 4 3 1 6 5 4 Esri, DeLorme, HERE, UNEP-WCMC, USGS, NASA, ESA, METI, NRCAN, GEBCO, NOAA, increment P Corp. — - - 10 „'_,° ., .s,. , 9 10 11 12 / 8 9 10 11 14 ". 16 15 14 13 18 17 16 15 -. yonek /M S002NO13W 22 21 22 23 24 19 20 22 n all ".Sterling •,�,d 2/ "' Soldolna f � '�'� 28 27 26 25 . 30 9 27 K, Area of Deta,l t inilcMk 34 Ot 0 An r Point 33 34 35 31 3 34 Hom tUU 3 2 1 6 5 4 4 3 rite ? 10 10 11 12 i 7 89 8 9 10 15 14 18 17 '16 IN 15 W 13 18 17 16 15 001 N014W Grassirn S00 N012 Oskolkof2 24 19 20 21 22 27 26 25 �r� 30 29 28 27 34 35 35 4 2 1 4 3 2 1 _ ionn Legend t P 11 Oil and Gas Unit Boundaries ' 9 9 10 PA Boundaries i Tract Owner Type 6 1 11 ' i3 i 17 16 15 14 - CIRI S001 013W Federal 1 22 23 ;, � 20 21 22 � Private -- — State 8 27 ( 26 University 27 26 Unleased 33 34 35 36 31 32 31 32 33 Ninilchik Unit Overview o , 2 xa..y nrr„uc Miles Map Date: 1/7/2016 L] I 1 I I 16 I l i i 15 i I I I , I I 2 � 24 t t3 S062NO12W 2 187 /1 I 116 MP 22 I 32 _ 33A NINILCHI�, I 33C 33 23 UNIT i 33B 33C ------ —. 33B -/33D 33A-1 /f; 2 / ! ----- — _.__1 34 1 37 S002NI 13W 29 35 117 M1 I 28 �.7 / 38 _.._ j` 39 -r Sterling Highway Tract Owner Type State Ninilchik Unit = CIRI Cook Inlet Shoreline Nin iI- v" Pagel- of 8 N University State Plane Zone 4 NAD 1927 Hiicorp Alaska, LLC Exhibit B d PA Boundaries = Federal ® Unleased (feet) Map Date: 1/7/2016 Oil and Gas Unit Boundaries = Private 0 1,000 2,000 3,000 Feet L] 1� • SO 2N013W 36 1 31 I i S002N01 I 3 IiV 46 I ' 119 MP I � I � 46 047 12 i z I 50A 49 26 49A //50 � S1A� 48 � 51 / 52 3 N�NILCHIK Falls i/ 53 53A 120 MP i—_ --1 UNIT Creek PA 59 -- 5I 54 J S001 N 3W 188 62C 56 2 P� 6 �62^ B 63` 56 11 i 56 58 57 W .. I' /15A 3 66 I / i � 77-0711 13 67 68 6' 121 MP p I i 15 I 71 3 Ninilchik Unit -- Sterling Highway Cook Inlet Shoreline ((pact Owner Type State L—_J CIRI ® University Page 4 of 8 State Plane Zone 4 NAD 1927 (feet) Exhibit B�F PA Boundaries �, Federal Unleased ® Hilcnrp Alaska, LLC Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Feet Map Date: 1012016 1� • 11� 3 i i I g 3 i S001 N01 W _.-NINILCHIK UNIT Grassim Oskolkoff PA i 4 21 2I 2 I 6 /16]' I 72 124 MP I I I ' =4 2_ 26 25 Sterling Highway Tract Owner Type �J State Page 5 of 82 Ninilehik Unit Cook Inlet shoreline CIRI University State Plane Zone 4 NAD 1927 (feet) (7Y� Hile«p Alaska, LLC Exhibit B Q PA Boundaries _ Federal ®Unleased Map Date: 1/7/2016 Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Feet 29 6 i I I Grassim Oskolkoff PA 1 ( 6 4 1, S001 NO13W UNIT 11 113 a 112AI 112B 112C 1114 22 4 78 `126 MP 79 2.6 �8 T— / 80A 80 �80y 80E 93 Z 80D �80B I 80 i 94 8 1 l 98 95 0 096B 9B 28 096Af 8 7 84 81 87 126 MP 88 89A 115 107 106 '� 1045 �! 118 103 102 119 00 yy 6 134 Susan 120 101 30 121 30A $001$0 3W c P xto n P133 A Page 6 of 8 Sterling Highway Tract Owner Type State14 (�Tl Ninilchik Unit Cook Inlet Shoreline n CIRI University State Plane Zone 4 NAD 1927 (feet) Y Exhibit B PA Boundaries ! Federal ® Unleased Hileorp Alaska, LLC Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Map Date: 117/2016 Feet 0 1 S001 NO14W -- - - _ - - 6 5001 N013W 119 134 120 3 00 101 30 - - - - - --- 121 30A 122 133 116 7 123 1298132 f 124 125 128 ' j 126 117 131 127 137 136A 132A 30 138 14 /135 136A 1� 6 136C 139 136B --�-- 4 j� 136 /144 8 141A 10 Susa 145 142 ' Dionn NINILCHIK Paxton A UNIT j' 146 1 a 31 S001 SO14W 129'MP x 30 i 147 158 ) 10 159 3 30 148 50� 7 151152 154 149 9 149 �-;%13- o I -�" �.MP'�153 160 ,rl--, ------ 162 156AJ 156 11 1n 13 a131MP 31 161 17 16 182A-,,4163 180 - - 82A I Ninilchik Unit Sterling Highway Tract Owner ty � State = CIR, `I�IChik 41 nif ° °veN1v" Pae 7 9 of 8pe N Cook Inlet Shoreline University Hikorp Alaska, LLC Exhibit B ^ PA Boundaries O Federal ® Unleased State Plane Zone 4 NAD 1927 (feet) Map Date: 1/7/2016 Oil and Gas Unit Boundaries = Private Im 0 1,000 2,000 3,000 Feet • • • • 146 8 30 i 147 12 Susan Dion 7 Paxton P --- �— - - 152 154j 148 151 / 149 1150, U-130/" NILCHIK 149 I ,MP 153 UNIT �! 156A/q 162 156 11 31 S001 SO14W ' 4131 MP 161 82A\ 163 182A-11z 6A S001S 13W 180 � /I \ 181 182 176 \y 1-._ - , 1 rf76B: �' _ 17782 176 182 8 31 175—` N 178 3 1 176 / 179 174/5 182 169 h168`` 167 166184A 9 ! 168 T 7 7a ---6j— ` 171168 184 170 171 168 172 173 j 165 164 � I - - I 132MP i 23 24 ca Ninilchik Unit �— Sterling Highway Cook Inlet Shoreline beet Owner Type State CIRI ® University Page 8 of 8 1 State Plane Zone 4 NAD 1927 (feet) Y Exhibit B Q PA Boundaries Federal ® Unleased Hileorp Alaska. LLC Oil and Gas Unit Boundaries F-7 Private 0 1,000 2,000 3.000 Feet Map Date: 117/2016 L • • Ninilchik Unit Exhibit A Page 1 of 46 Last Update: 1/72016 Exhibit A Ninilchik Unit Effective November 1, 2014 Working Working Tract Mineral Mineral Rovalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 001 T2N-Rl3W 320.0000 HAK# 1035733 State of Alaska, 100.00% 12.500% HilcorpAlaska, LLC 100.00% Section 36: S/2 ADL # 384318 Department of Natural • Resources 002 T2N-R12W 3,518 4500 HAK # 1030487 State of Alaska, 100.001% 12.500% Paul Craig 2.466670°/ Hilcorp Alaska, ILC 100.00% Section 19: All ADL # 384314 Department of Natural Section 20: Unsurwyed, all tide and Resources William Webb 1.333330% submerged lands Cook Inlet Energy, LLC 1.0000WI. Section: 21: NWANE/4 & N/2NE/4NE/4SE/4 & NEANW/4 Donkel Oil and Gas LLC 0.500000% Section 28: SE/4 Hea Sun Kim 0.100000% Section 29: All tide and submerged lands Section 30: All Jessica Craig 0.100000% Section 31: Fractional 003 TIN-R12W 3,095.5500 HAK# 1034385 State of Alaska, 100.00% 12.500% t-lilcorp Alaska, LLC 6.500000% 11ilcorp Alaska, LLC 100.00% Section 6: That part of the F/2 lying below ADL # 389737 Department of Natural the line of mean high tide (estimated at 30.56 Resources acres) Section 7: Fractional TIN-R13W Section 1: NW/4 and W/2NE/4 and NE/4NE/4 and W/2SW/4 and NE14SW/4 004 TIN-R13W 2,157.9900 HAK# 1031010 State of Alaska, 100.00% 12.500% HilcorpAlaska, LLC 100.00% Section 2: W/2 ADL # 384305 Department of Natural Section 3: SE/4 Section 10: N/2 & SW/4 Resources Section 22: Tide and submerged land Section 23: All tide and submerged land Section 27: Lot 5 and all tide and submerged lands 005 TIN-Rl3W 480.0000 HAK# 1035732 State of Alaska, 100.00% 12.5110% HilcorpAlaska, LLC 100.001/6 Section 16: E/2 & SWA ADL # 384306 Department of Natural Resources Ninilchik Unit Exhibit A Page 1 of 46 Last Update: 1/72016 Ninilchik Unit Exhibit A Page 2 of 46 Last Update: 1/7/2016 0 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 006 TIN-Rl3 W 4,625.0200 HAK # 1031008 State of Alaska, 10000% 12.500% Hilcorp Alaska, LLC 100 00% Section 20: E/2 & SWA ADL # 389180 Department of Natural Section 21: All Resources Section 28: All Section 29: All Section 30: E/2 & SWA Section: 31: All Section 32: All 007 TIN-R14WSection36: SEA 160.0000 HAK# 1035904 State of Alaska, 100.00°/ 12.500% HilcorpAlaska, LLC 100.00% ADL # 390085 Department of Natural Resources 008 T1S-R14W 3,507.8400 HAK # 1031009 State of Alaska, 100.001% 12.500% Mlcorp Alaska, LLC 100.001/6 Section 1: All ADL # 384372 Department of Natural Section 2: All Resources Section 11: All Section 12: SEASE/4 & All tide and submerged land 009 T1S-R14W 160.0000 HAK# 1035905 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 15:SE/4 ADL # 390105 Department of Natural Resources 010 T1S-R13W 852.0000 HAK# 1030481 State of Alaska, 100.0011. 12.500% James W. White 3.5000001/6 Hilcorp Alaska, LLC 100.00% Section 4: W/2SW/4 ADL # 359242 Department of Natural Section 5: All tide and submerged land Resources Tucson Ltd 3000000% Section 6: All tide and submerged V. Paul Gavora 3.000000% land Section 7: All tide and submerged land James L. Thurman 3.000000% Oil TiS-R13W 120.0000 HAK # 1029933 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 3.000000°/ Hilcotp Alaska, LLC 100.00% Section 7: SEASE/4 ADL # 388226 Department of Natural Section 8: E/2SE/4 Resources 012 TIN-R12W 59.9600 HAK# 1035902 State of Alaska, 100.001% 12.500% HilcorpAlaska, LLC 100.00% Section 5: Lot 3 & E/2SE/4NW/4 ADL # 390363 Department of Natural Resources 013 TIN-R12W 40.0000 HAK # 1035902 State of Alaska, 100.00% 12.500% Hilcorp Alaska, UC 100.00°/. Section 7: SEANWA ADL # 390363 Department of Natural Resources Ninilchik Unit Exhibit A Page 2 of 46 Last Update: 1/7/2016 0 • Ninilchik Unit Exhibit A Page 3 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 014 TIN-R13W 2.5000 HAK# 1034934 Bureau of Land 100.00% 12.500% Mlcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.001/6 Section 14: That part of Lot 1 lying within AKA # A-024399 Management the southeast comer of the SEANEA4 (est. 2.5 Ann L. Edwards 0.350000% acres) Charles Delaney Ealand 0.3500001/6 B - Dorothy Anne Dedrick 0.100000 Alina L. Mendez 0 050000% Dustin D. Ealand 0.050000% Mary Lynne Moellering 0.050000% Kevin Macintosh 0.050000 015 TIN-R13W 91.2100 HAK # 1034934 Bureau of Land 100.001/6 12.500% Hilcorp Alaska, LLC 3.2500001/6 Hilcorp Alaska, LLC 100.00% Section 12: That part of Lot 1 lying within AKA # A-024399 Management the S/2NE/4 and Lots 2 and 3 Ann L. Edwards 0.350000% Charles Delaney Ealand 0.350000% B Dorothy Anne Dedrick 0.100000% Alina L. Mendez 0.050000% Dustin D. Ealand 0.050000% Mary Lynne Moellering 0.050000% Kevin Maclmosh 0.050000°/ 015A TIN -13W 10.2300 HAK# 1034934 Bureau of Land 100.00% 12.500% Mlcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 12: That part of Lot 1 lying in the AKA # A-024399 Management NE/4NE/4 a/d/a Lot 1, except that part lying Ann L. Edwards 0.350000% in the S/2NE/4 Charles Delaney Ealand 0.350000% B Dorothy Anne Dedrick 0.100000% Alina L. Mendez 0.050000% is Dustin D. Ealand 0.050000% Mary Lynne Moellering 0.050000% Kevin Machnosh 0.050000% Ninilchik Unit Exhibit A Page 3 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 016 TIN-R13W 8.9600 HAK # 1034934 Bureau of land 100.00% 12.5001% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 23: Lot 5 (4.96 acres) and that part of AKA # A-024399 Management Lot I lying in the W/2 (estimated at 4.0 acres) Ann L. Edwards 0.350000% Charles Delaney Ealand 0.350000% B Dorothy Anne Dedrick 0.100000°/ Alina L. Mendez 0.0500001/6 Dustin D. Ealand 0.050000% Mary Lynne Moellering 0.050000% Kevin Macintosh 0.050000% 017 TIN-R13W 120.0000 unleased Bureau of Land 100.00% Section 34: NW/4SW/4 & S/2NW/4 Management 018 T2N-R12W 400.0000 HAK # 1033481 University of Alaska 100.00% 12.5001% Hilcorp Alaska, LLC 100.00% Section 21: NE/4NE✓4 UA # Ninilchik Section 28: SWA Tract #2 Section 29: SEASE/4 Section 32: S/2NE/4 & NEANEA & SE/4SW/4 019 TIN-R12W 40.0000 HAK9 1033481 University of Alaska 100.00°/ 12.500% Hilcorp Alaska, LLC 100.00% Section 6: SEANEA UA # Ninilchik Tract #2 020 TIN-R13W 150.4400 HAK# 1031002 University of Alaska 10000% 12.500% Hilcorp Alaska, LLC 100.00% UA # Tract # 2-04 Section 33: Lot I Section 34: E2SW/4 and SW/4SW/4 021 TIS-R13W 30.9100 HAK# 1033481 University of Alaska 100.00% 12.500% Hilcorp Alaska, LLC 100.001/6 UA # Ninilchik Section 7: Lot 4 Tract #2 022 TIS-R13W 40.0000 HAK# 1031004 University of Alaska 100.00% 12.5001/6 Hilcorp Alaska, LLC 100.001/6 UA # Tract #2-05 Section 8: NE14NE/4 023 T2N-R12W 55.0000 HAK # 1033508 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 21: That partof the CIRI # C-061596 S/2NE/4NE14SE/4 & S/2NE/4SE/4 & SEASEA lying southeasterly of and excluding the Sterling Highway Ninilchik Unit Exhibit A Page 4 of 46 Last Update: 1 /7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 023A T2N-R12W 220.0000 unleased Cook Inlet Region, Inc. 100.00% Section 21: S/2NE/4 & SE/4NW/4 & NE/4SW/4 & NW/4SE/4 & W/2E/2SE/4 & SE/4NE/4SE/4 &S/2NE/4NE/4SE/4 lying northwesterly of and including the Sterling Highway 024 T2N-R12W 32.6100 HAK # 103100S Cook Inlet Region, Inc. 100.00% 20.000% Hiloorp Alaska, LLC 10000% Section 29: Lot 4 CHU # C-061505 025 T2N-R12W 240.0000 HAK # 1031006 Cook Inlet Region, Inc. 100.00% 16.667% Hilcorp Alaska, LLC 100.00% Section 33: W/2SW/4 & WAWA & CHU # C-061510 N/2SE/4 & SE/4SE/4 026 TIN-R12W 60.0000 HAK # 1033507 Cook Inlet Region, Inc. 100.001% 20.000% Micorp Alaska, LLC 100.00% Section 5: WAWA and W/2SE/4NW/4 CHU # C-060385 027 TIN-R13W 1.8800 HAK# 1031005 Cook Inlet Region, Inc. 100.00% 20.000% HilcorpAlaska, LLC 100.00°/ Section 22: Lot 1 CHU # C-061505 028 TIN-R13W 50.2300 HAK # 1031005 Cook Inlet Region, hie. 100.00% 20.000% Hilcorp Alaska, LLC 100.00Ya Section 27: Lots 8, 9, 11, 12, 13, 14, 15, 16, CIRI # C-061505 17, and 18 029 TIN-RI3W 1.9000 HAK # 1031005 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 33: Government Lot S CIRI # C-061505 030 TIS-RI3W 694.7800 HAK# 1031005 Cook Inlet Region, Inc. 100.00% 20.000% Mlcorp Alaska, LLC 10000% Section 4: WAWA CIRI # C-061505 Section 5: S/2SE/4 Section 7: Gov Lots 1, 2, 3, and SW/4NE/4 Section 8: SE/4NW/4 & NWANE/4 & S/2NE/4 & NE/4SW/4 & S/2SW/4 & W/2SE/4 Se2: Gov Lot 1 Section 112: 031 TIS-Rl3W 163.2500 HAK # 1033507 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 9:WAWA CIRI# C-060385 - Section 18: Lots 1, 2, 3, NW/4SE/4NW/4 and N/2NW/4NE/4 032 T2N-R12W 120.0000 HAK # 828033 lames B Borden and 100.00°/ 12.500% Hilcorp Alaska, LLC 100.00% Section 21: NW/4SW/4 & S/2SW/4 Tammy L. Borden Ninilchik Unit Exhibit A Page 5 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 033A T2N-R12W 2.0000 HAK# 318 Jeff L. Wells&Hilda G. 80.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 21: Lots 1 & 2, Block 1 Clam Gulch Wells & Lafton Wells Acres Subdivision, plat #86-81 unleased JeffL. Wells & Hilda G. 20.00% Wells & Lafton Wells' 033A-1 T2N-Rl2W 14.2600 HAK# 1033533 Estate of Lillian Nuaolese 20.001/ 12.500% Hilcorp Alaska, LLC 100.00% Section 21: Lots 3-5, Block I & Lots 2,3,5,7 & 8 of Block 2 and all the dedicated streets of HAK# 1033533 Rebekah A. Chapek 20.00% 12.500°/ Clam Gulch Acres Subdivision, plat #86-81 and the unsubdivided remainder of the HAK# 1033547 Stephen Wayne Gordon 20.006/6 12.500 SWASEA lying Southeast of the Sterling Highway HAK# 1033548 Hilda C.Unfried 20.00% 12.500% unleased Marshall K. Coryell 20.00% 033B T2N-R12W 5.8900 HAK# 828033 James B Borden and 100.00% 12.500% Hilcorp Alaska, LLC 100.001/. Section 21: Lots 6 & 7, Block 1 & Lots 11 & Tammy L. Borden 12, Block 2 of Clam Gulch Acres Subdivision, plat #86-81 033C T2N-R12W 36900 unleased Kelly Guy Baker 100.001/ Section 21: Lots 6, 9, 10, Block 2 of Clam Gulch Acres Subdivision, plat #86-81 033D T2N-R12W 7.8400 unleased Nell Kelly 100.00% Section 21: The minerals underlying the right of way of the Sterling Highway as it crosses the SWASEA (est. 7.84 acres) 033E T2N-R12W 1.0000 unleased Delphine L. Chasing -Hawk 100.00% Section 21: Lot 1, Block 2 of Clam Gulch Acres Subdivision, plat #86-81 033F T2N-R12W 1.1000 unleased Robert E. Link & Deborah 100.00% Section 21: Lot 4, Block 2 of Clam Gulch A. Link (H&W) Acres Subdivision, plat 986-81 034 T2N-R12W 158.0000 HAK# 1031630 JWYW, LLC, a Hawaii 83.33% 12.500% Hilcorp Alaska, LLC 100.001/0 Section 28: N/2NW/4 & SW/4NW/4 (less the LLC 2 acre Harold A. Pederson Tract in the SE/c HAK # 1031631 Stephen Rex and Marilyn 16.67% 12.500 ofSW/4NW/4) Section 29:SE/4NE/4 Lange (excluded tract is Tract #36 of this exhibit) 035 T2N-R12W 40.0000 HAK # 828050 Leonard A and Evelyn D 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 28: Tracts A & B of plat #79-4 and Keener Lots B-1 & B-2 of Plat #81-118 a/d/a SE/4NW/4 Ninilchik Unit Exhibit A Page 6 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 036 T2N-R12W 2.0000 HAK # 1033559 Harold A. & Marguerite 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 28: A tract beginning at the SE/c of M. Pederson the SWANWA; TH. North 500; TH. West 175; TH. South 509; TH, East 175'to POB. 037 T2N-R12W 160.0000 HAK # 828034 Rodney W. Andrews and 100.001/ 12.500% Hilcorp Alaska, LLC 100.00•/ Section 28: NEA Victoria H. Andrews 038 T2N-R12W 147.4500 HAK # 1031616 Mary Hawkins (deceased) 75.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 2 & 3 & N/2SE/4 less a tract in the Northeastern comer of the N/2SE/4 HAK # 1031617 Richard M. Hawkins 5.00% 12.500% owned by Vernon Andrews and Leonard Keener (excluded tract is Tract 939 of this HAK # 1031618 Charles F. Hawkins 5.00% 12.5001/ exhibit) unleased Ian Hawkins, deceased 5.00% unleased James Hawkins 5.00% unleased Marguerite Hawkins 5.001/6 039 T2N-R12W 3.6731 HAK # 828052 Leonard A and Evelyn D 50.001/1 12.500% Hilcorp Alaska, LLC 100.001/0 Keener Section 29: A tract in the Northeastern HAK # 828053 Rodney W. Andrews and 50.00% 12.500% Comer of the N/2SF/4 lying North of the Victoria H. Andrews Sterling Highway 040 T2N-R12W 3.9100 HAK # 1031623 Per Eric & Frances L. 50.00•/ 12.5001/1 Hilcorp Alaska, LLC 100.00% Osmar Section 29: Block 7 of Clam Gulch Park, Plat unleased Theodore L. & Ann C. 25.00 #75-69 Morris unleased Thomas W. Patmor 25.001/1 041 72N-R12W 31.1100 HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001% Hilcorp Alaska, LLC 100.001/ Section 32: Tracts 1.6 of Tract E and the Osmar unsubdivided remainder of Tract E of T.L. HAK # 1033546 Timothy G. and Kristine 50.00% 12.5001/ Morris Subdivision of Tract E of Clam Gulch Moerlein Subdivision, Plat #81-06 042 T2N-R 12W 22.0000 HAK # 1031623 Per Eric & Frances L. 100.001/6 12.5001/o Hilcorp Alaska, LLC 100.001/ Section 32: The SEANWA lying Southeast Osmar of Sterling Highway, excluding the Clam Gulch Subdivision, Moms 1979 Addition Plat #79-192 042A T2N-Rl2W 2.7940 unleased Ronald E. Russell 100.001/1 Section 32: Tract G of Clam Gulch Subdivision Osmar 1981 Addition, Plat #81- 51 Ninilchik Unit Exhibit A Page 7 of 46 Last Update: 1 /7/2016 • a Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 043 T2N-R12W 2.1800 unleased Shirley Ann Grow& 100.00% Section 32: Lot 2, Clam Gulch Subdivision, Richard James Edelman Plat #90-18 044A-1 T2N-R12W 1.0000 HAK # 1033542 Donald M. & Susan R. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 10 & 11, Thomack Coates Subdivision, Plat #K-1575, in so far as they HAK # 1033561 William Donald & Kerry 50.00% 12500% lie within Tract "A" of former Plat K-509 L. Reeder (h/w) (est. 1 acre) 044A-2 T2N-R12W 0.5000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 10 & 11, Thomack Osmar Subdivision, Plat #K-1575, in so far as they HAK # 1033542 Donald M. & Susan R. 50.00°/ 12.500% lie outside Tract "A" of former Plat K-509 Coates (est. 0.5 acre) 044AA T2N-R12W 0.8000 unleased Deborah Lee Murphy 100.00% Section 32: Lot 13A, Clam Gulch Subdivision, plat #90-28 044AB T2N-R12W 0.4600 HAK# 1033534 Lawrence & Caroline 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 32: Lot 6, Clam Gulch Subdivision, Rebischke Conley 1977 Addition, plat #78.43 044AC T2N-R12W 0.9600 HAK # 1033553 Karen Loraine Landvmhr 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 7 & 8, Clam Gulch Subdivision, Conley 1977 Addition, plat #78- 43 044AD T2N-Rl2W 0.6700 HAK # 1033534 Lawrence & Caroline 100.00•/ 12.500°/. Hilcorp Alaska, LLC 100.00% Section 32: Tract B, Clam Gulch Rebischke Subdivision, plat #K509 044AE T2N-R12W 4.0200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lots IA & 10A, Clam Gulch Osmar Subdivision No. 2, Plat #95-58 & minerals unleased Adyn H. & June C. 50.001% under the roadbeds of Thomack Street and Thomack North Laurel Avenue 044AF T2N-Rl2W 0.7600 HAK # 1033561 William Donald & Kerry 50.00•/ 12.500°/. Hilcorp Alaska, LLC 100.00 Section 32: Lots 8 & 9, Thomack L. Reeder (h/w) Subdivision, Plat W-1575 unleased Arlyn H. & June C. 50.000/6 Thomack 044AG T2N-Rl2W 0.5900 HAK # 1033561 William Donald & Kerry 50.00°/ 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 7, Thomack Subdivision, Plat L. Reeder (h/w) #K-1575 unleased SharonNahomey 50.00°/ Ninilchik Unit Exhibit A Page 8 of 46 Last Update: 1/7/2016 • a n 11, Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease 9 Owner Interest Percent Owner Percent Ownership Owner % 044AH-1 T2N-Rl2W 0.1186 HAK # 305 S.F. & Francis B. 50.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 32: Lot 4, Thomack Subdivision, Plat Rebischke #K-1575 in so far as it lies within Tract "A" HAK # 1033561 William Donald & Kerry 50.00% 12.500% of former plat #K-509 (est. 0.1186 acre) L. Reeder (h/w) 044AH-2 T2N-R12W 0.2372 HAK # 305 S.F. & Francis B. 50.00% 12.500% F ilcorp Alaska, LLC 100.00% Section 32: Lot 4, Thomack Subdivision, Plat Rebischke #K-1575 in so far as it lies outside Tract "A" HAK # 1031623 Per Eric & Frances L. 50.001/6 12.500% of former plat #K-509 (est. 0,2372 acre) Osmar 044AH-3 T2N-R12W 0.1370 HAK # 1033561 William Donald & Kerry 50.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 32: Lots 5 & 6, Thomack L. Reeder (h/w) Subdivision, Plat #K-1575 in so far as it lies unleased Arlyn H. & June C. 50.00% within Tract "A" of former plat #K-509 (est Thomack 0.137 acre) 044AH4 T2N-R 12W 0.2372 HAK # 1031623 Per Eric & Frances L. 50.00% 11500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 5 & 6, Thomack Osmar Subdivision, Plat #K-1575 in so far as it lies unleased Arlyn H. & June C. 50.001/6 outside Tract "A" of former plat #K-509 (est. Thomack 0.2372 acre) 044AI T2N-R12W 3.0300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32. Lot C-10 of Thomack Subd., Plat Osmar #1502 unleased Arlyn H. & June C. 50.00% Thomack 044AJ T2N-R12W 0.2800 HAK # 1033545 Robert C. Johnson and 50.00% 12.500% Hilcorp Alaska, LLC 100.001% Section 32: Lot 3, Thomack Subdivision, Plat Trustee for #K-1575 unleased Arlyn H. & June C. 50.001/6 Thomack 044AK T2N-Rl2W 0.5000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 32: Lat 2, Thomack Subdivision, Plat Osmar #K-1575 HAK# 1033551 9J Corporation 50.00%. 12.500% 044AL T2N-R12W 1.0000 HAK # 1031623 Per Eric & Frances L. 50.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Block 6, Clam Gulch Park Osmar Subdivision, plat #7569 unleased Ed Krueger 25.00% unleased Shelia Darling (aka Karil 25006/6 Kruger) 04413-1 T2N-R12W 1.0000 HAK # 591215 Walter L. Wilson 50.00•/ 12.500% Hiloorp Alaska, LLC 100.00•/ Section 32: Lot 12, Thomack Subdivision, Plat #K-1575, in so far as it lies within Tract HAK # 1033561 William Donald & Kerry 50.00% 12.500% "A" of former plat #K-509 (est. 1.0 acre) L. Reeder (h/w) Ninilchik Unit Exhibit A Page 9 of 46 Last Update: 1/7/2016 n 11, Ninilchik Unit Exhibit A Page ] 0 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0446-2 T2N-RI2W 0.4300 HAK# 591215 Walter L. Wilson 50.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 32: Lot 12, Thomack Subdivision, Plat #K-1575, in so far as it lies outsideTract HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001/6 "A" of former plat #K-509 (est. 0.43 acre) Osmar 044C-1 T2N-Rl2W 0.7150 HAK # 1033561 William Donald & Kerry 50.00°/ 12.500% Hilcorp Alaska, LLC 100.001/6 Section 32: Lot 13, Thomack Subdivision, L. Reeder (h/w) Plat #K-1575 in so far as it lies within Tract unleased John T. Givens 50.00% "A" of former plat #K-509 (est. 0.715 acre) 044C-2 T2N-R 12W 0.7150 HAK # 1031623 Per Eric & Frances L. 50.00°/ 12.5001% Hilcorp Alaska, LLC 100.00% Section 32: Lot 13, Thomack Subdivision, Osmar Plat #K-1575 in so far as it lies outside Tract unleased John T. Givens 50.00% "A" of former plat #K-509 (est. 0.715 acre) 04413-1 T2N-RI2W 0.1000 HAK # 1033545 Robert C. Johnson and 50.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 32: Lot 14, Thomack Subdivision, Trustee for Plat #K-1575 in so far as it lies within Tract HAK # 1033561 William Donald & Kerry 50.00% 12.500% "A" of former plat #K-509 (est. 0.1 acre) L. Reeder (h/w) 04413-2 T2N-RI2W 1.3300 HAK # 1031623 Per Eric & Frances L. 50.001/6 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 14, Thomack Subdivision, Osmar Plat #K-1575 in so faras it lies outside Tract HAK # 1033545 Robert C. Johnson and 50.00% 12.500% "A" of former plat #K-509 (est. 1.33 acre) Trustee for 044E T2N-Rl2W 1.4200 HAK # 1031623 Per Eric & Frances L. 50.001/1 12.500% Hilcorp Alaska, LLC 100.001/6 Section 32: Lot 15, Thomack Subdivision, Osmar Plat #K-1575 unleased Arlyn H. & June C. 50.001/. Thomack 044F T2N-RI2W 1.4200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001/1 Hilcorp Alaska, LLC 100.001/1 Section 32: Lot 16, Thomack Subdivision, Osmar Plat #K-1575 HAK # 1033550 Rose Moorefield 50.001/ 12.500% 044G T2N-R 12W 2.5300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.001/1 Section 321ot C-1, Thomack Subdivision, Osmar Plat #K-1575 & Lot 1, Clam Gulch unleased Dolores C. Sage 50.00% Subdivision, Conley 1977 Addition & also Lot I of Plat 478-43 044H T2N-RI2W 1.3200 unleased Jennifer Abbott 100.001/ Section 32: Lot 2 of Clam Gulch Subdivision, Conley 1977 Addition, plat #7843 Ninilchik Unit Exhibit A Page ] 0 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0441 T2N-R12W 1.2600 HAK # 1033535 Timothy M. Lynch 100.00% 12.500% Hilcorp Alaska, LLC 100,00% Section 32: Lot 3 of Clam Gulch Subdivision, Conley 1977 Addition, plat 978-43 0441 T2N-R12W 1.2300 unleased Peter J. & Carolyn J. 100.00°/. Section 32: Lot 4 of Clam Gulch Subdivision, Crosby Conley 1977 Addition, plat 978-43 044K T2N-R12W 1.2900 unleased Brian J. Famey 100.00% Section 32: Lot 5 of Clam Gulch Subdivision, Conley 1977 Addition, plat #78-43 044L T2N-R12W 5.2300 HAK # 317 Leonard & Juanita 50.00'/ 12.500% Hilcorp Alaska, LLC 100.00% Section 32: A 5.23 acres tract described by Sabrowski Revocable metes and bounds and lying within Clam Living Trust Gulch Subdivision That certain real property HAK # 591305 James R. Sabrowski and 50.00% 12.500% situated in the Third Judicial District, Kenai Susanne E. Sabrowski Recording District, State of Alaska, within T2N, R12W, S.M., Alaska. Said property which is within the Clam Gulch Subdivision is more particularly described as beginning at the one quarter comer of Sections 29 & 32; THENCE South 379.1 feet to the West right of way of the Sterling Highway as shown on the plat of said Clam Gulch Subdivision; THENCE South 44°13' West along right of way, 1011.5 feet to the beginning of a curve, the center of which bears South 45°47' East 1946.3 feet; THENCE following the arc of said curve Southwesterly a distance of 200.4 feet to Comer 1, the true point of beginning of said real property; THENCE continuing Southwesterly , along the arc of said curve, a distance of 385.4 feet to Comer 2; THENCE North 65°13' West approximately 305 feet to the west one-sixteenth line of Section 32 to Comer 3; THENCE North 0°07' West approximately 130 feet to the Northwest one- sixteenth comer of Section 32 to Comer 4; THENCE West along the North one-sixteenth line of Section 32 approximately 438 feet to the line of Mean High Water of Cook Inlet to Comer 5; THENCE North 20°00' East along Mean High Water 225.8 feet to Comer 6; THENCE East 695.0 feet to Comer 7; THENCE South 45°47' East 209.3 feet to Comer 1, the point of beginning. The parcel contains 5.23 acres, more or less. Ninilchik Unit Exhibit A Page 11 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 12 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 044M T2N-R12W 0.3800 HAK# 1033556 David Keith Crosby 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Tract F of Clam Gulch Subdivision, Morris 1979 Addition, plat #79- unleased Theodore L. & Ann C. 50.00% 192 Morris 044N T2N-Rl2W 0.9200 HAK # 1033556 David Keith Crosby 50.001% 12.500°/. Hikorp Alaska, LLC 100.00% Section 32: Lots 1-3 & 14 of Clam Gulch Subdivision, Moms 1979 Addition, Plat 979- unleased Edna Fuller 50.00% 192 0440 T2N-R 1200 25.5260 HAK # 1031623 Per Eric &Frances L. 100.00% 12.500°/. Hilcorp Alaska, LLC 100.00°/. Section 32: Minerals underlying the roadbed Osmar of the Sterling Highway as it passes through Clam Gulch Subdivision & underlying dedicated streets in Clam Gulch Subdivision (est. 25.562 acres) 044P T2N-R12W 0.5500 HAK # 1033556 David Keith Crosby 50.00% 12.500% Hilcorp Alaska, LLC 100.001/ Section 32: Lot 1-B-2 of Clam Gulch Subdivision Morris 1979 Addition, plat 979- unleased Earl Carmichael 50.00% 192 044Q T2N-R12W 0.5200 HAK# 311 Karl and Martina 25.00•/1 12.5001/1 Hilcorp Alaska, LLC 100.001/6 Section 32: Lot 1-B-1 of Clam Gulch Lauterbach Subdivision, Morris 1979 Addition, Plat 479- HAK # 1033556 David Keith Crosby 50.001/ 12.500% 192 unleased Theodore L. & Ann C. 25.001/1 Morris 044R T2N-R12W 0.4000 unleased Terry A. & Theresa A. Ellis 100.00% Section 32: Triangular portion of Lot 3, Clam Gulch Subdivision, Plat #90-28 0445 T2N-Rl2W 0.6800 unleased Barbara A. Minich 100.00% Section 32: A 150'x 200' Tract in the N/2 of Lot 3 of Clam Gulch Subdivision, plat #90-28 044T T2N-Rl2W 0.2500 unleased Ronald E. & Audrey L. 100.00% Section 32: The southeast 138.9' of Lot 3 of Russell Clam Gulch Subdivision, plat #90-28 044U T2N-R12W 1.0000 HAK # 315 Lue Rae Erickson 100.00% 12.500% Hikorp Alaska, LLC 100.001% Section 32: Lot 4 & Lot 15, Clam Gulch subdivision, plat ff%-28 Ninilchik Unit Exhibit A Page 12 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 13 of 46 Last Update: U7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 044V T2N-R12W 0.4000 unleased Susan R.Cange 100.00% Section 32: Lot 5, Clam Gulch Subdivision, plat 490-28 044W T2N-R12W 0.8000 unleased Ronald E. & Audrey L. 100.00% Section 32: Lots 6 & 7, Clam Gulch Russell Subdivision, plat #90-28 044X T2N-R12W 0.8000 unleased John J. & Emily J. Minnick 100.00% Section 32: Lots 8 & 9, Clam Gulch Subdivision, plat #90-28 044Y T2N-R12W 0.8000 HAK # 1033537 Richard D. Barrickman 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 32: Lots 10 & 11, Clam Gulch Subdivision, plat #90-28 044Z T2N-R12W 0.4000 HAK # 1033546 Timothy G. and Kristine 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 12, Clam Gulch Subdivision, Moerlein plat #90-28 045A T2N-R12W 0.6300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500°/ Mlcorp Alaska, LLC 100.00% Section 29: Lot 10, Block 5, Clam Gulch Osmar Park Subdivision unleased Theodore L. & Ann C. 37.501/6 Moms unleased Michael F. Harrigan 12.50% 045AA T2N-R12W 0.5100 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 2, Block 3, Clam Gulch Park Osmar Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.501% Morris unleased Scott Rumfield 12.50% 045AB T2N-R12W 0.9400 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% F ilcorp Alaska, L.1 -C 100.00% Section 29: Lot 3 & 4, Block 3, Clam Gulch Osmar Park Subdivision, plat 47559 unleased Theodore L. & Ann C. 37.50% Morris unleased Sally A. Lawrence 12.50% 045AC T2N-R12W 0.5100 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 19, Block 5, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Debbie A. Hall 12.50°/ Ninilchik Unit Exhibit A Page 13 of 46 Last Update: U7/2016 Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 14 of 46 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 045AD T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 18, Block 5, Clam Gulch Osman Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Moms unleased Donald R. & Debra A. 12.50% Norvell 045AE T2N-R12W 0.8800 HAK# 312 LEFFEL FAMILY TRUST 12.50•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 16 & 17, Block 5, Clam Gulch Park Subdivision, plat 475-69 HAK # 1031623 Per Eric & Frances L. 50.00•/ 12.500% Osmar unleased Theodore L. & Ann C. 37.50% Morris 045AF T2N-R12W 0.8800 HAK # 1031623 Per Eric & Frances L. 50.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 14 & 15, Block 5, Clam Osmar Gulch Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Sheila A. Graham 12.50% 045AG T2N-R12W 0.8800 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 12 & 13, Block 5, Clam Osmar Gulch Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Patricia A. Lillian & 12.50% Claralene Williams 045AH T2N-R12W 0.3900 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 11, Block 5, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.501/6 Morris unleased June A. Scheele, Mary L. 12.50% Stoltman & Nola E. Stohman 045B T2N-R12W 0.5000 HAK# 310 Phyllis Edwards 12.505% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 9, Block 5, Clam Gulch Park Subdivision, plat #75-69 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37.501/6 Morris Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 14 of 46 • Ninilchik Unit Exhibit A Page 15 of 46 Last Update: U7/2016 Working Working Tract Mineral Mineral Royalty ORR[ ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0450 T2N-R12W 0.4600 HAK # 307 KATHLEEN J POWERS 12.50% 12.5001/6 Hilcorp Alaska, LLC 100.001/6 Section 29: Lot 8, Block 5, Clam Gulch Park Subdivision, plat 975-69 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37.50% Morris 045D T2N-Rl2W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 7, Block 5, Clam Gulch Park Osmar Subdivision, plat 475.69 HAK # 1033552 Blanche M. Struemke 12.50% 12.500°! . unleased Theodore L. & Ann C. 37.50% Morris 045E T2N-R12W 0.4600 HAK# 304 Jack Boughton 4.17% 12.500% Hilcorp, Alaska, LLC 100.00% Section 29: Lot 6, Block 5, Clam Gulch Park Subdivision, plat#75-69 HAK# 1033538 Phillip Boughton 4.17% 12.500% HAK # 1033539 Michel D. Lee 4.17% 12.500% unleased Per Eric & Frances L. 50.00% Osmar unleased Theodore L. & Ann C. 37.50% Morris 045F T2N-R12W 0.9200 HAK # 1031623 Per Eric & Frances L. 50.00°/6 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 4 & 5, Block 5, Clam Gulch Osmar Park Subdivision, plat #K-1506 unleased Theodore L. & Ann C. 37.50% Morris unleased Sherwood Williams, Jr. & 12.50% Darlene M. Ross 045G T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00•/ Section 29: Lot 3, Block 5, Clam Gulch Park Osmar Subdivision, plat #K-1506 HAK# 1033549 Robert S. Kasavage 12.50% 12.500% unleased Theodore L. & Ann C. 37.50% Morris 045H T2N-R12W 0.4800 HAK # 1031623 Per Eric & Frances L. 50.006/6 12.5006/6 Hilcorp Alaska, LLC 100.001% Section 29: Lot 1, Block 5, Clam Gulch Park Osmar Subdivision, plat #K-1506 unleased Theodore L. & Ann C. 37.506/6 Morris unleased Danny C. & Alice Eileen 12.506/0 Rose Ninilchik Unit Exhibit A Page 15 of 46 Last Update: U7/2016 Ninilchik Unit Exhibit A Page 16 of 46 Last Update: 1/7/2016 0 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0451 T2N-R12W 0.4300 HAK # 313 Robert W. & Casina G. 12.50% 12.5000/6 Hilcorp Alaska, LLC 100.00% Section 29: Lot 2, Block 5, Clam Gulch Park Wilkins Subdivision, plat #K-1506 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37.50% Morris 045J T2N-R12W 1.1000 HAK # 1031623 Per Eric & Frances L. 50.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 1 & 2, Block 1, Clam Gulch osmar Park Subdivision, plat #75-69 HAK # 1033541 James L. & Doris R. 12.50% 12.500% Waggoner unleased Theodore L. & Ann C. 37.50% Morris 045K T2N-R12W 1.3300 HAK # 1031623 Per Eric & Frances L. 50.001/6 12.500°/ Hilcorp Alaska, LLC 100.00°/ Section 29: Lots 1,2, 3, Block 2, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Moms unleased Mildred A. Drum 12.50% 045L T2N-R12W 0.9200 HAK # 314 William L. & Renae 12.50% 12.500% Hilcorp Alaska, LLC 100.W/. Section 29: Lots 4 & 5, Block 2, Clam Gulch Denton Park Subdivision, plat #75-69 unleased Per Eric & Frances L. 50.00% Osmar unleased Theodore L. & Ann C. 37.50% Moms 045M T2N-R12W 0.9200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00°/ Section 29: Lots 6 & 7, Block 2, Clam Gulch Osman Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Kurt Neil & Vicki L. 12.50% Nelson 045N T2N-R12W 2.3000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 8,9,10 & 11, Block 2, Clam Osmar Gulch Park Subdivision, plat 975-69 unleased Theodore L. & Ann C. 37.50% Moms unleased Charles R. & Elizabeth J. 12.50% Hudson Ninilchik Unit Exhibit A Page 16 of 46 Last Update: 1/7/2016 0 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0450 T2N-R12W 0.9700 HAK # 1031623 Per Eric & Frances L. 50.00% 12500% Hilcorp Alaska, LLC 100,00% Section 29: Lots 1 & 2, Block 4, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Richard Flanders 12.50% 045P T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 29: Lot 3, Block 4, Clam Gulch Park Osman Subdivision, plat 975-69 HAK # 1033536 Frances J. Todd 12.501/6 12.500% unleased Theodore L. & Ann C. 37.50% Morris 045Q T2N-R 12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00°/ 12.500% Hilcorp Alaska, LLC 100.00 Section 29: Lot 4, Block 4, Clam Gulch Park Osman Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased John W. & Marjorie L. 12.50% Williamson 045R T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00•/ Section 29: Lot 5, Block 4, Clam Gulch Park Osmar Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.501/6 Morris unleased Jean M. & Larry P. 12.50% Brooking 045S T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 6, Block 4, Clam Gulch Park Osmar Subdivision, plat 975.69 HAK # 1033558 Michael C. Wyatt & Daune 12.50% 12.500% Wyatt unleased Theodore L. & Ann C. 37.50% Morris 045T T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 7, Block 4, Clam Gulch Park Osmar Subdivision, plat 975-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Lee F. & Alice M. Hawkins 12.50% 045U T2N-Rl2W 0.9200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 8 & 9, Block 4, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.501/. Morris unleased Vernon & Mary Osborn 12.501/6 Ninilchik Unit Exhibit A Page 17 of 46 Last Update: in/2016 Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 18 of 46 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 045V T2N-R12W 0.4600 HAK# 313 Robert W.&CminaG. 12.50°/ 12.500% Hilcorp Alaska, LLC 10000% Section 29: Lot 10, Block 4, Clam Gulch Wilkins Park Subdivision, plat #75-69 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37,50% Morris 045W T2N-R12W 1.1300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 11 & 12, Block 4, Clam Osman Gulch Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Theodore Paullas 12.50% 045X T2N-R12W 30000 HAK# 1031623 Per Eric & Frances L. 50.00°/ 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Mineral interest in dedicated Osman roads and easements in Clam Gulch Park unleased Theodore L. & Ann C. 37.50% Subdivision, plat #75.69 Morris unleased Donald F. & Verona G. 12.50•/ Smith 045Y T2N-R12W 12.0350 HAK# 1031623 Per Eric &.Frances L. 50.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Minerals underlying the Sterling Osman Highway right-of-way as it passes through unleased Theodore L. & Ann C. 50.001/. Clam Gulch Park Subdivision, plat #75-69 Morris 045Z T2N-R12W 0.4700 HAK # 308 Regina A. & Joe M. Miller 12.50% 12.5001/. Hilcorp Alaska, LLC 100.00% Section 29: Lot 1, Block 3, Clam Gulch Park Subdivision, plat #75-69 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37.50% Morris 046 T2N-R12W 128.0500 HAK # 1031633 Shelle K. Leman 33.33% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 3 and SW/4SW/4 HAK# 1031633 Stephen S. Webb 33.33% 12.500% TIN-R12W Section 6: All of Lot 1, less HAK # 1031633 Susan L. Steinbach 33.33% 12.500% and except that part lying to the south and east of the Sterling Highway a part of which is described as Lots 1-7 of the Webb Tracts 1974 Subdivision (Plat 41-174-1724) Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 18 of 46 • Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 19 of 46 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 047 TIN-R12W 41.0000 HAK # 1031614 Dorothy Marie Wallner 12.50% I1500% Hilcorp Alaska, LLC 100.00% Section 5: Lot 4 Section 6: All of Lot 1 lying to the south and HAK # 1031614 Marjorie A. Houser 12.50% 12.500% east of the Sterling Highway HAK # 1031614 Ruth A. Wallner Creech 12.50% 12.500% HAK # 1031614 William H. Wallner 12.501/6 12.5009/6 unleased Heirs of Helen L. Magionos 50.00% 048 TIN-R12W 2.6690 HAK# 1034912 BrigitteThebaut 16.67% 12.500% HilcorpAlaska, LLC 10000% Section 6: Tract #1 of Udelhoven Subdivision HAK # 1034912 Joann Steik 16.67% 12.500% (Plat #H77-70), a part of government Lot 2 HAK # 1034912 Shirley J. Cox 16.67% 12.500% HAK# 1034912 Ann Marie Davis 8.33% 12.500% HAK # 1034912 Dawn M. Dutton 8.33% 12.500% HAK # 1034912 Jennifer Linann 8.33% 12.500% Wiederspohn HAK # 1034912 Jesse Udelhoven 8.33% 12.500% HAK # 1034912 Sandra IC Udelhoven- 8.33% 12.500x/ Taylor HAK # 1034912 Hanna Roger Udelhoven 4.17% 12.500x/ HAK # 1034912 Miranda Marilyn 4.17% 12.500x/ Udelhoven • Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 19 of 46 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 049 TIN-R12W 29.9510 HAK# 1034912 James Udelhoven 25.00% 12.500% HilcorpAlaska, LLC 6.500000% Hilcorp Alaska, LLC IW00% Section 6: Tracts 2, 3, 5, 6 and 7 of Udelhoven Subdivision (Plat #H77-70), a HAK # 1034912 Brigitte Thebaut 16.67% 12.500% part of government Lot 2, less that part of HAK # 1034912 Joann Steik 16.671/6 12.500% Tracts 2 and 3 lying outside the SWANE/4 HAK # 1034912 Joann Steik 16.67% 12.500% and also any mineral rights lying under the HAK # 1034912 Ann Marie Davis 4.17% 12.500 roadbed of the Sterling Highway fight -of -way HAK # 1034912 Shirley J. Cox 16.67% 12.500% HAK # 1034912 Ann Marie Davis 4.17% 12.500% HAK # 1034912 Dawn M. Dutton 4.171% 12.500% HAK# 1034912 Jennifer Linann 4.17% 12.500% HAK # 1034912 Wiederspohn 4.17% 12.500°/ HAK # 1034912 Jesse Udelhoven 4.17% 12.500% HAK # 1034912 Sandra K. Udelhoven- 4.17% 12.500 HAK # 1034912 Taylor 2.08% 12.500% HAK # 1034912 Hanna Koger Udelhoven 2.08% 12.500% HAK # 1034912 Miranda Marilyn 2.08% 12.500% Udelhoven 049A TIN-R12W 2.0000 HAK4 1034912 James Udelhoven 25.00% 12500% Hilcorp Alaska, LLC 100.00% Section 6: That part of Tracts 2 and 3 lying outside the SWANE/4 HAK # 1034912 Brigitte Thebaut 16.67% 12.500°/ HAK # 1034912 Joann Steik 16.671/6 12.500% HAK # 1034912 Shirley J. Cox 16.67% 12.5001/6 HAK # 1034912 Ann Marie Davis 4.17% 12.500 HAK # 1034912 Dawn M. Dutton 4.17% 12.500% HAK # 1034912 Jennifer Linann 4.17% 12.500 Wiederspohn HAK# 1034912 Jesse Udelhoven 4.17% 12.5001/6 HAK # 1034912 Sandra K. Udelhoven- 4.17% 12.500°/ Taylor HAK # 1034912 Hanna Koger Udelhoven 2.08% 12.500 HAK # 1034912 Miranda Marilyn 2.08% 12.500% Udelhoven Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 20 of 46 • Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 21 of 46 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 050 TIN-R12W 3.6200 HAK # 1034912 Jennifer Lin -n 50.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of Tract 4 of Udelhoven Wiederspohn Subdivision lying within the SWANE/4 HAK# 1034912 Brigitte Thebaut 16.67% 12.500% HAK # 1034912 Joann Steik 16.67% 12.500% HAK # 1034912 Shirley J. Cox 16.67% 12.500% 050A TIN -1112W 2.6700 HAK# 1034912 JenniferLinann 50.00% 12.500% HilcorpAlaska, LLC 3.2500001/6 Hilcorp Alaska, LLC 100.00% Section 6: That part of Tract 4 of Udelhoven Wiederspohn Subdivision lying outside the SWANEA HAK # 1034912 Brigitte Thebaut 16.67% 12.500% HAK # 1034912 Joann Steik 16.67% 12.500% HAK # 1034912 Shirley J. Cox 16.67% 12.500% 051 TIN-R12W 0.9100 HAK # 1034850 E. W. Vanderbilt 100.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.001/. Section 6: That portion of the north 165' of (Margaret Vanderbilt Lvg the N/2SE/4 of section 6 -1N -12W lying west Trust) of the Sterling Highway 051A TIN-R12W 2.3400 HAK# 1034850 E. W. Vanderbilt 100.00% 12.500°/ Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, ILC 100.00% Section 6: The North 165' of GL) Lot 3 (Margaret Vanderbilt Lvg Trust) 052 TIN-R12W 58.0000 HAK # 1033560 Harold A. & Marguerite 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 6: That part of N/2SEA lying east of M. Pederson Sterling Highway 053 TIN-R12W 21.0900 HAK # 1034913 Harold Lee & Diane R. 100.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of N/2SE/4 lying west of Pederson Sterling Highway, less the north 165' thereof 053A TIN-R12W 28.9000 HAK # 1034913 Harold Lee & Diane R. 100.00% 12.500% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 6: Lot 3 except the North 165' thereof Pederson 054 TIN-R12W 2.6600 HAK # 1034911 Roberta A. Kizer 25.00% 12.5006/6 Hilcorp Alaska, LLC 6.500000116 Hilcorp Alaska, LLC 100.00% Section 6: Block 3, Lot 2 of Clammers Haven Subdivision platted in Plat #H-76-62, HAK # 1034911 Charles Weyhaupt 18.75% 12.500% a part of S/2SE/4 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 21 of 46 056 TIN-R12W 18.6100 HAK # 1034911 Charles Weyhaupt 18.75% 12.500°/ Hilcorp Alaska, LLC 6.500000°/ Hilcorp Alaska, LLC Section 6: Block2, Lots 2, 3, 5, 6,7 and Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 055 TIN-R12W 2.8800 HAK# 1034911 David William Petty 25.00% 12.500% Hilcorp Alaska, LLC 6.500000% HilcotpAlaska, LLC 100.00% Section 6: Block2, Lot 4 of Clammers Haven 18.75% 12.500% HAK 4 1034911 Norma Jeanne Nichols 16.67% 12.500% Subdivision platted in Plat #H-76-62, a part HAK# 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE/4 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK# 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 056 TIN-R12W 18.6100 HAK # 1034911 Charles Weyhaupt 18.75% 12.500°/ Hilcorp Alaska, LLC 6.500000°/ Hilcorp Alaska, LLC Section 6: Block2, Lots 2, 3, 5, 6,7 and Block 3, Lots 1, 3 and 4 and Block 4, Lots 1 HAK # 1034911 David Weyhaupt 18.75% 12.500% and 2, and Block 5, Lots 2 and 3 of Clammers Haven Subdivision platted in Plat HAK # 1034911 James Reinhardt 18.75% 12.5001/6 #H-76-62 and that part of Block 1, Lots 13- HAK# 1034911 James Reinhardt 18.75% 12.500% 16 (inclusive) lying in the SWASEI HAK # 1034911 Thomas Weyhaupt 18.75% 12.500% HAK 4 1034911 Norma Jeanne Nichols 16.67% 12.500% HAK # 1034911 Walter G. Williams 8.33% 12.5001/6 057 TIN-R12W 3.1600 HAK # 1034911 Shavma A. Roney 25.00°/ 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC Section 6: Blocks, Lot 5 of Clammers Haven Subdivision platted in Plat #H-76-62, a part HAK# 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE14 HAK# 1034911 David Weyhaupt 18.75% 12.500°/ HAK# 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 100.00% 100.00% 058 TIN-R12W 3.5900 HAK# 1034911 Andrea Gregory 25.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp, Alaska, LLC 100.00% Section 6: Block5, Lot 4 of Clammers Haven Subdivision platted in Plat #H-7662, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE/4 HAK# 1034911 David Weyhaupt 18.75% 12.5001/ HAK# 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% Ninilchik Unit Exhibit A Page 22 of 46 Last Update: 1/7/2016 is • Ninilchik Unit Exhibit A Page 23 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 059 TIN-R12W 2.9400 HAK# 1034911 Charles Weyhaupt 18.75% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.001/6 Section 6: Block2, Lot I of Clammers Haven Subdivision platted in Plat 9H-76-62, a part HAK # 1034911 David Weyhaupt 18.75% 1.2.500% of S/2SE/4 HAK # 1034911 James Reinhardt 18.75% 12.500% HAK # 1034911 Thomas Weyhaupt 18.75% 12.500% HAK # 1034911 Jens H. and Anneline Hansen 12.50% 12.500% • HAK # 1034911 Veray H. Matthews 12.50°/ 12.500% 060 TIN-R12W 2.9000 HAK # 1034911 John Stallone, Jr. 25.00% 12.500% Hilcmp Alaska, LLC 6.500000°/ Hilcorp Alaska, LLC 100 00% Section 6: Block2, Lot 8 of Clammers Haven Subdivision platted in Plat #H-76-62, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE/4 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK# 1034911 James Reinhardt 18.75% 12.5001/6 HAK# 1034911 Thomas Weyhaupt 18.75% 12.500°/, 061 TIN-R12W 3.2600 HAK # 1034911 Dennis Hedman 2500% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.001% Section 6: Block5, Lot 1 of Clammers Haven Subdivision platted in Plat #H-76-62, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE/4 HAK# 1034911 David Weyhaupt 18.75% 12.5001/6 HAK# 1034911 James Reinhardt 18.75% 12.500% HAK4 1034911 Thomas Weyhaupt 18.75% 12.500% 062 TIN-R12W 34.9900 HAK # 1034911 Charles Weyhaupt 18.75% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of govemment Lot 4 lying in the SE/4SW/4, less Block 1, Lot 9 HAK # 1034911 David Weyhaupt 18.75% 12.500% and Block 2, Lots 3 and 4 of Clammers Haven Addition No. 1 as platted in plat #H- HAK # 1034911 James Reinhardt 18.75% 12.500% 78-25 a/d/a That part of Block 1, Lot 4 and that part of Block 2 Lot 1 lying in the HAK # 1034911 Thomas Weyhaupt 18.75% 12.SOM/, SE/4SW/4 and all of Block 1, Lots 5-8 (inclusive) and 10-16 (inclusive) and Block HAK # 1034911 Norma Jeanne Nichols 16.67% 12.500% 2, Lots 2, 5 and 6 and any interest in road HAK # 1034911 Walter G. Williams 8.33% 12.500% ways and easements dedicated to public use in the Clammers Haven Addition No. 1 as platted in plat # H-78-25 Ninilchik Unit Exhibit A Page 23 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 24 of 46 Working Workng Tract Mineral Mineral Royalty Y tY ORRI ORRI Interest Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 062A TIN-R12W, S.M. 12.1100 HAK # 1034911 Charles Weyhaupt 18.75% 12.500% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Sec 6: Those parts of Clammers Haven Addition No.I (plat H-78-25), described as HAK # 1034911 David Weyhaupt 18.75% 12.500% all of Block 1, Lot 2 and those parts of Block 1 , Lot 4 lying outside the SE/4SW/4 AND HAK # 1034911 James Reinhardt 18.75% 12.500% those parts of Block 2, Lot I lying outside the SE/4SW/4 and all minerals underlying HAK # 1034911 Thomas Weyhaupt 18.75% 12.500% dedicated roads and easements lying outside the SE/4S W/4 (a part of GLO Lot 4) HAK # 1034911 Norma Jeanne Nichols 16.67% 12.500% HAK# 1034911 Walter G. Williams 8.33% 12.500% 0628 TIN-R12W, S.M. 4.4600 HAK # 1034911 Edward C. and Myong C. 25.00% 12.500% Hilcorp Alaska, LLC 3.250000°/ Hilcorp Alaska, LLC 100.00% Sec 6: Those parts of Clammers Haven Greene Addition No.I (plat H-78-25), described as HAK # 1034911 Charles Weyhaupt 18.75% 12.500% all of Block 1, Lot 1 (a part of GLO Lot 4) HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 062C TIN-R12W, S.M. 2.9900 HAK # 1034911 Keith C. and Flora D. 25.00% 12.500%1 Hilcorp Alaska, LLC 3.250000°/, Hilcorp Alaska, LLC 100.00% Sec 6: Those parts of Clammers Haven Lovejoy Addition No.I (plat H-78-25), described as HAK # 1034911 Charles Weyhaupt 18.75% 12.500% all of Block 1, Lot 3 (a part of GLO Lot 4) HAK # 1034911 David Weyhaupt 18,75% 12.500°/, HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500°/ 063 TIN-R12W 1,7000 HAK # 1034911 Michael and Maporie Barry 25.006/a 12.500% Hilcorp Alaska, LLC 6:5000001. Hilcorp Alaska, LLC 100.00% Section 6: That part of Government Lot 4 more particularly described as Block 2, Lot 4 HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of Clammers Haven Addition No. 1, as platted in plat # H-78-25 HAK # 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18,75% 12.500% Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 24 of 46 Ninilchik Unit Exhibit A Page 25 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 064 TIN-R12W 1.7400 HAK # 1034911 Michael and Marjorie Barry 25.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of Government Lot 4 more particularly described as Block 2, Lot 3 HAK # 1034911 Charles Weyhaupi 18.75% 12.500% of Clammers Haven Addition No. 1, as platted in plat # H-78-25 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 065 TIN-R12W 1.5700 HAK# 1034911 Charles Weyhaupt 18,75% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of Government Lot 4 more particularly described as Block 1, Lot 9 HAK # 1034911 David Weyhaupt 18.75% 12.500% of Clammers Haven Addition No. 1, as platted in plat # H-78-25 HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 ThomasWeyhaupt 18.75% 12.500°/ HAK # 1034911 Corey Kruse 12.50% 12.500 HAK # 1034911 James Kruse 12.50°/ 12.500% 066 TIN-R12W 103.4660 HAK # 1031611 Emil & Frances Bartolowits 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: Government Lots I and 2 and the NE/4NW/4, less and except Lots 7, 9, 10, 12, 14 and 15 of Falls Creek Ridge 1978 Subdivision (Plat #H78-23 replatted #H78 - 7l), a part of govemment Lot 2 067 TIN-R12W 4.0300 HAK # 591276 James A. and Theresa L. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: Lots 7 and 10 of Falls Creek Wilson Ridge 1978 Subdivision (Plat #H78-23 replatted #H78-71), a part ofgovernment Lot 2 068 TIN-R12W 4.0280 HAK # 1033555 Richard S. Bartolowits 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: Lots 9 and 12 of Falls Creek Ridge 1978 Subdivision (Plat #H78-23 replatted #H78-71), a part of govemment Lot 2 069 TIN-R12W 2.0280 HAK # 1031350 Paul D. and LaRae A. 100.00% 12.500% Hilcorp Alaska, LLC 100.00 Section 7: Lot 14 of Falls Creek Ridge 1978 Bartolowits Subdivision (Plat 4H78-23 replatted 4H78- 71), a part of government Lot 2 Ninilchik Unit Exhibit A Page 25 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 070 TIN-Rl2W 2.0260 HAK k 1031612 Paul D_ and LaRae A. 100.00% 12500% Hilcorp Alaska, LLC 100.00% Section 7: Lot 15 of Falls Creek Ridge 1978 Bartolowits Subdivision (Plat #H78-23 replatted #H78- 71), a part of government Lot 2 _ 071 TIN-R13W 120.0000 HAK # 1031606 James M. Rusk 12.501/6 12.500% Hilcorp Alaska, LLC 100.00% Section 12: E/2SE/4 and SWASE14 HAK # 1031606 Margaret Calder 12.501/6 12.500% HAK # 1031606 Marybeth Jackson 12.50% 115001/6 • HAK # 1031606 Michelle Jean McCartan 12.50% 12.500% HAK # 1031607 Adair Properties, LLC 25.00% 12.5001/ HAK # 1031607 L.S. Kurtz 25.001/0 12.500% 072 TIN-R13W 110.7200 HAK # 1031632 Marion Oskolkoff 100.001/6 12.500% Hilcorp Alaska, LLC 100.00% Section 23: Lot 2 and Lot 6 and SE/4SW/4 073 TIN-R13W 10.3100 unleased Faye L. Woodhead 100.00% Section 23: A part of Government Lot 4 described as Tracts A and E of the Woodhead Subdivision platted in Plat #H-83-110 074 TIN-R13W 7.9400 unleased Robert N. Woodhead and 100.00•/ Section 23: A part of Govemment Lot 4 Kathleen J. Woodhead described as Tract B of the Woodhead (H&W) Subdivision platted in Plat 41-1-83-110 075 TIN-R13W 8.6100 unleased Terry Lee Woodhead 100.00% Section 23: A part of Government Lot 4 described as Tract C of the Woodhead Subdivision platted in Plat #H-83-110 076 TIN-R13W 7.7300 unleased Dale Wayne Woodhead 100.00% Section 23: Apart of Government Lot 4 described as Tract D of the Woodhead Subdivision planed in Plat #H-83-110 077 TIN-R13W 1 0000 unleased James H. Mead and Muriel 100.00% Section 27: That portion of US Goverenment R. Mead Lot 6 lying in the North Half of the Northeast Quarter of the Nottheast Quarter (N2NE4NE4) in the Homer Recording District, Third Judicial District, State of Alaska Ninilchik Unit Exhibit A Page 26 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 27 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 078 TIN-R13W 18.5600 HAK # 1031602 Pamela Vantress Living 50.001/6 12500% Hilcorp Alaska, LLC 100.00% Section 27: That part of Lot 6lying within Trust the S/2NE/4NE/4 a/d/a S/2NE14NE/4 HAK # 1031602 Paula Lee Honchen Living 50.008/6 12.500 Trust 079 TIN-R13W 55.5500 HAK # 321 Anne Elizabeth Milner 33.33% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Lot 7 HAK # 321 Brian Alfred Milner 33.33% 12.5001/6 HAK# 321 Maureen Elizabeth Milner 33.33% 12.500% 080 TIN-R13W 46.8440 HAK # 1031599 Janet M. Clucas 20.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 27: Lot 10 and NEASEA, except Tract A, Tract B and Tract C of Corea Bend HAK # 1031599 Judith A. Johnson 20.00% 12.500°1 Subdivision #2, plat 99941 HAK # 1031599 Kathleen M. Wallace 20.00% 12.500 HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% 080A TIN-R13W 6.8910 HAK# 1031599 Marta Denise, Javan 40.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Tract Bl of Corea Bend Wayne and Alana Camille Subdivision #3, plat #2003-53 Simpson HAK # 1031599 Janet M. Clucas 20.00% 12.500% HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK# 1031599 Mitzi Louise Blossom 20.00% 12.500% 080B TIN-R13W 4.9980 HAK4 1031599 Janet M. Clucas 20.001/6 12.500% HileorpAlaska, LLC 10000% Section 27: Tract Al of Corea Bend Subdivision #3, plat #2007-116 HAK # 1031599 Judith A. Johnson 20.00% 12.500% HAK # 1031599 Kathleen M. Wallace 20.001/6 12.500°/. HAK # 1031599 Mitzi Louise Blossom 20.001/1 12.500% HAK # 1031599 Rohit Butail and Alica 20.00% 12.500% Mae Ogren Ninilchik Unit Exhibit A Page 27 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 28 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 080C TIN-Rl3 W 10.5370 HAK # 1031599 Dennis K. and Martha E. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Tract C of Corea Bend Ogren Subdivision 42, plat #99-41 HAK # 1031599 Janet M. Clucas 20.00% 12.500% HAK # 1031599 Judith A. Johnson 20.00% 12.5000% HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00•/ 12.500% . 080D TIN-R13W 11.1680 HAK # 1031599 Ogren 2013 Family Trust 40.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Tract B -2A of Corea Bend Subdivision #4, plat #2007-116 except Tract HAK # 1031599 Janet M. Clucas 20.00% 12.500% A of Corea Bend Subdivision #2, plat 999-41 HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500% 080E TIN-R13W 5.0020 HAK# 1031599 Janet M. Clucas 20.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 27: Tract A of Corea Bend Subdivision #2, plat #99-41 except Tract AI HAK# 1031599 Judith A. Johnson 20.00% 12.500% of Corea Bend Subdivision #4, plat #2007- 116 HAK# 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500°/, HAK # 1031599 Ogren 2013 Family Trust 20.004/a 12.5001/6 081 TSN-R13W 7.0000 HAK # 31 Janet M. and Robert C. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: That part ofthe SEI/SEI/4 lying Clucas east of the Sterling Highway right-of-way HAK # 591309 Kathleen M. Wallace 20.00% 12.500% HAK # 591310 Judith A and Brent Johnson 20.00% 12.500 HAK # 591311 Mitzi Louise Blossom 20.00% 12.500% HAK # 591312 Ogren 2013 Family Trust 20.00% 12.500% Ninilchik Unit Exhibit A Page 28 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 29 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 082 TIN-R13W 7.9880 HAK # 1031599 Janet M. Clucas 20.00% 12.5001/6 Hiicorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described HAK # 1031599 Judith A. Johnson 20.00°/ 12.500°/I as Lots 1, 2, 3 and 4 of the Corea Bend Subdivision (platted as Plat #H85-15) HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00°/ 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.001/6 12.500% • 083 TIN-R13W 2.7550 HAK # 1031599 Joseph R. and Gail M. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north Alcantra and west of the Sterling Highway described as Lots 5 and 6 of the Corea Bend Subdivision (platted as Plat #H85-15) 084 T1N-R13W 1.0580 HAK# 1031599 Robert L. Yates 100.00% 12.500% Mlcorp Alaska, LLC 100.006/6 Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 7 of the Corea Bend Subdivision (platted as Plat #H85-15) 085 TIN-R13W L0840 HAK# 1031599 Evelyn C. and lames L. 100.001/. 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north Smith and west of the Sterling Highway described as Lot 8 of the Corea Bend Subdivision (platted as Plat #H85-15) 086 TIN-R13W 1.4350 unleased Alfred L. and Clara M. 100.00% Section 27: A part of the S/2SE/4 lying north James and west of the Sterling Highway described as Lot 9 of the Corea Bend Subdivision (platted as Plat #H85-15) 087 TIN-R13W 1.0070 HAK# 1031599 Les and Marcy Lauinger 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 10 of the Corea Bend Subdivision (platted as Plat #H85-15) 088 TIN-R13W 1.0260 HAK# 591264 James S. and Veronica T. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north Crain and west of the Sterling Highway described as Lot 11 of the Corea Bend Subdivision (platted as Plat #H85-15) Ninilchik Unit Exhibit A Page 29 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 30 of 46 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 089A TIN-R13W 1.0190 unleased Elizabeth Jackson 100.00% Section 27: A part of the S/2SE/4 lying north Revocable Trust and west of the Sterling Highway described as Lots 12 of the Corea Bend Subdivision (platted as Plat #H85-15) 089B TIN-R13W 1.5530 unleased Ferguson Revocable Trust 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lots 13 of the Corea Bend Subdivision (platted as Plat 91-185-15) 090 TIN-R13W 1.0410 HAK# 1031636 James and Christine 100.00% 12.500% HilcorpAlaska, LLC 100.00%, Section 27: A part of the S/2SE/4 lying north Kenshalo and west of the Sterling Highway described as Lot 14 of the Corea Bend Subdivision (platted as Plat 41-185-15) 091 TIN-R13W 1.2530 unleased Michael D. and Cynthia A. 100.00% Section 27: A part of the S/2SE/4 lying north Massey and west of the Sterling Highway described as Lot 15 of the Corea Bend Subdivision (platted as Plat #H85-15) 092 TIN-R13W 1.3560 unleased Wayne and Paula Bumpus 100.00°/s Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 16 of the Corea Bend Subdivision (platted as Plat #H85-15) 093 TIN-R13W 2.6000 HAK 4 1031599 Janet M. Clucas 20.00°/ 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described HAK # 1031599 Judith A. Johnson 20.00% 12.500°/ as Lots 17 and 18 of the Corea Bend Subdivision (platted as Plat 91-185-15) HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK# 1031599 Mitzi Louise Blossom 20.001/6 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% 094 TIN-R13W 1.1230 HAK# 1031599 Monte G Kell, Sr. 100.00% 12.500% Hilcorp Alaska, LLC 100.001/. Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 19 of the Corea Bend Subdivision (platted as Plat #H85-15) Ninilchik Unit Exhibit A Last Update: 1/7/2016 Page 30 of 46 096A TIN-RI3W 2.1660 Working Working 100.00% Tract Mineral Mineral Rovalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 095 TIN-RI3W 1.1580 HAK# 1031636 James and Christine 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described Kenshalo and west of the Sterling Highway described as Lot 20 of the Corea Bend Subdivision as Lots 21 and 22 of the Corea Bend (platted as Plat #H85-15) 096A TIN-RI3W 2.1660 HAK# 1031599 Ferguson Revocable Trust 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lots 21 and 22 of the Corea Bend Subdivision (platted as Plat #H85-15) 096B TIN-RI3W 1.0190 HAK# 1031599 Jodie A. Wilson 100.00% 12.500% HilcorpAlaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lots 23 of the Corea Bend Subdivision (platted as Plat 91-185-15) 097 TIN-RI3W 1.1800 HAK# 1031599 Janet M.Clucas 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% as Lot 24 of the Corea Bend Subdivision (platted as Plat #H85-15) HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500°/ HAK # 1031599 Ogren 2013 Family Trust 20.00% 12300% HAK # 1031599 Tammy Lee Crain 20.00% 12.500°/, 098 TIN-RI3W 41.1490 HAK# 1031599 Janet M.Clucas 20.000/6 12.500% HilcorpAlaska, LLC 100.00% Section 27: All of the S/2SE/4 except Lots 1 - 24, inclusive of Corea Bend Subdivision HAK # 1031599 Judith A. Johnson 20.00°/ 12.500% (platted as Plat #H-85-15) and except the SEASE/4 lying east of the Sterling Highway HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% right -of --way. HAK # 1031599 Mitzi Louise Blossom 20.00% 12.5000% HAK # 1031599 Ogren 2013 Family Trust 20.00°/ 12.500°/. 099 TIN -R13 W 81,7600 HAK # 1031600 Tracy and Lois Jones 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: That part of Government Lots 3 and 4 and the SEASEA lying east of Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Highway unleased Basil S Bolstridge 1.001/. unleased Gaylord O. Smith & Luella 1.00°/ Smith Ninilchik Unit Exhibit A Page 31 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 32 of 46 Last Update: InI2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 100 TIN-R13W 2.0800 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEASE/4 lying west of the Sterling unleased David James Tyner 50.00% Highway more particularly described as Lots unleased Basil S Bolstridge 1.00% 1 and 2 of Seaside Terrace, platted in Plat unleased Gaylord O. Smith & Luella 1.00% #H82-101, replatted as Lot IA in Plat #1189-5 Smith 101 TIN-RI3W 9.3300 HAK4 1031603 Michael and Deborah Ross 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEASEA lying west of the Sterling unleased Alaska Trust Company, 50.001/6 Highway more particularly described as Lots trustee of the Elisabeth 3, 4 and 5 of Seaside Terrace, platted in Plat Anne Cole Charitable #H82-101 Remainder Annuity Trust unleased Basil S Bolstridge 1.00% unleased Gaylord O. Smith & Luella 1.00% Smith 102 TIN-Rl3W 2.9400 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: Apart of Government Lots 3 and 4 and SEASEA lying west of the Sterling unleased Daniel A. Rock 12.50% Highway more particularly described as Lot 6 unleased Sandra J. Rock 12.50% of Seaside Terrace, platted in Plat #H82-101 unleased Sherri L. Rock 12.501/6 unleased Timothy D. Rock 12.50% unleased Basil S Bolstridge I.00% unleased Gaylord O. Smith & Luella 1.00 Smith 103 TIN-RI3W 1.9200 HAK# 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Govemment Lots 3 and 4 and SEASEA lying west of the Sterling unleased John S. Davis & Marsha 50.00•/ Highway more particularly described as Lot 7 D. Davis (H&W) of Seaside Terrace, platted in Plat #H82-101 unleased Basil S Bolstridge 100% unleased Gaylord O. Smith & Luella 1.00% Smith 104 TIN-R13W 4.6700 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEASEA lying west of the Sterling unleased Norman E. Seitz & Linda 50.00% Highway more particularly described as Lot 8 L. Seitz (H&W) of Seaside Terrace, platted in Plat 41182-101 unleased Basil S Bolstridge 1.001/6 unleased Gaylord O. Smith & Luella 1.00% Smith Ninilchik Unit Exhibit A Page 32 of 46 Last Update: InI2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 105 TIN-R13WSection 33: Apart of 5.2800 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Government Lots 3 and 4 and SEASE/4 lying west of the Sterling Highway more unleased Kallie R. Mousaw 50.001/. particularly described as Lot 9 of Seaside unleased Basil S Bolstridge 1.001% Terrace, platted in Plat #H82-101 unleased Gaylord O. Smith & Luella 1.00% Smith 106 TIN-R13W 2.5700 HAK # 1031603 Michael and Deborah Russ 48 001/o 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Govemment Lots 3 and 4 and SEASEA lying west of the Sterling unleased Kenneth W. Bartley 33.33% Highway more particularly described as Lot unleased Patrick M. Davis 16.67% 10 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.001/ 101 and the minerals underlying Seaside Court unleased Gaylord O. Smith & Luella 1.001/6 Smith 107 TIN-R13W 2.5400 HAK # 591266 James E. and Susan E. 50.001% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and Troutman 4 and SEASEA lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12500% Highway more particularly described as Lot I 1 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 unleased Gaylord O. Smith & Luella 1.00% Smith 108 TIN-R13W 2.5100 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SE/4SE/4lying west of the Sterling unleased Warren S. Togni and Pat 50.001/ Highway more particularly described as Lot C. Togni 12 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00 101 unleased Gaylord O. Smith & Luella 1.00% Smith 109 TIN-R13W 2.1300 HAK # 591270 Robert and Susan 50.00% 12.5001/ Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and Hundredmark 4 and SEASEA lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Highway more particularly described as Lot 13 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 unleased Gaylord O. Smith & Luella 1.00% Smith 110 TIN -R13 W 1.8700 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.001/ Section 33: A part of Government Lots 3 and 4 and SEASE14 lying west of the Sterling unleased Francis D. Walter and 50.00•/ Highway more particularly described as Lot Sheryl M. Walter 14 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 unleased Gaylord O. Smith & Luella 1.00% Smith Ninilchik Unit Exhibit A Page 33 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 34 of 46 Last Update: U7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % III TIN-RI3W 5.3000 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEASE14 lying west of the Sterling HAK # 1033554 Ann Van Dom Musarra 50.00% 12.500% Highway more particularly described as Lots and Charles A. Musarra 15 & 16 of Seaside Terrace, platted in Plat unleased Basil S Bolstridge 1.00% #H82-101 unleased Gaylord O. Smith & Luella 1.001/. Smith 112A TIN-RI3W 3.0100 HAK # 591300 Don L. McDaniel 25.00% 12.500°/ Hilcorp Alaska, LLC 100.001/. Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48 00% 12.5001/6 Highway more particularly described as Lot 19 of Seaside Terrace, platted in Plat #H82- unleased Michael E. Bennett 25.00% 101 unleased Basil S Bolstridge 1.00% unleased Gaylord O. Smith & Luella 1.000/a Smith 1128 TIN-RI3W 2.9140 HAK# 591299 Steve Cavitt 50.00% 12.500% Hilcorp Alaska, LLC 10000% Section 33: A part of Govemment Lots 3 and 4 and SE14SE14 lying west of the Sterling - HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Highway more particularly described as Lot 18 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 unleased Gaylord O. Smith & Luella L00% Smith 112C TIN-R13W 3.4800 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEl4SE14 lying west of the Sterling unleased Jennifer J. Hood -Bosch 50.00% Highway more particularly described as Lot unleased Basil S Bolstridge 1.00% 17 of Seaside Terrace, platted in Plat #H82- unleased Gaylord O. Smith & Luella 1.00% 101 Smith 113 TIN-RI3W 2.4800 HAK # 1031603 Michael and Deborah Russ 48.00°/ 12.500% Hilcorp Alaska, LLC 100.001/ Section 33: Apart of Government Lots 3 and 4 and SE14SE14 lying west of the Sterling unleased Whitehead Revocable 50.00% Highway more particularly described as Lot Living Trust 20 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 unleased Gaylord O. Smith & Luella 1.00% Smith Ninilchik Unit Exhibit A Page 34 of 46 Last Update: U7/2016 Ninilchik Unit Exhibit A Page 35 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 114 TIN-R13W 3.8600 HAK# 591300 Don L. McDaniel 25.001/6 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Highway more particularly described as Lot 21 of Seaside Terrace, platted in Plat #H82- unleased Michael E. Bennett 25.00% 101 unleased Basil S Bolstridge 1.00% unleased Gaylord O. Smith & Luella 1.00% Smith 115 TIN -ROW 40.0000 HAK # 1031619 Richard M. Hawkins -Mary 41.20% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 34: NE14NW/4 Hawkins Estate HAK # 1031619 Charles F. Hawkins -Mary 33.806/o 12.5001% Hawkins Estate HAK # 1031620 Richard M. Hawkins 4.69% 12.500°/ HAK # 1031621 Charles F. Hawkins 5.31% 12.500% unleased tan Hawkins, deceased 5.00% unleased James Hawkins 5.00% unleased Marguerite Hawkins 5.00% 116 TIS-R13W 40.0400 HAK # 1035744 Thomas H. and Carol Ann 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 4: Lot 4 Jackson 117 TIS-R13W 0.6800 HAK # 591297 Susanne Faye Windeler 100.00°/ 12500% Hilcorp Alaska, LLC 100.00% Section 5: That part of Government Lot 2 lying east of the Sterling Highway 118 TIS-R13W 2.0800 HAK# 1031351 Richard L. and Juanita J. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% _ Section 5: A part of Government Lot 2 more Millett particularly described as Lots 1 & 17 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 119 TIS-R13W 1.5800 unleased Robert D. Steinke&Linda 100.00% Section 5: A part of Government Lot 2 more L. Steinke (H& W) particularly described as Lot 2 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 120 T1S-R13 W 1.9900 HAK # 1033543 Arthur E. Decker, Jr. and 100.00% 12.500% Hikorp Alaska, LLC 100.00% Section 5: A part of Govemment Lot 2 more Karen D. Decker particularly described as Lot 3 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 Ninilchik Unit Exhibit A Page 35 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 121 TIS-RI3W 2.3000 HAK # 1031351 Richard L. and Juanita J. 100.001% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Millett particularly described as Lot 4 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 122 TIS-RI3W 2.3700 HAK # 591242 Kathleen M. Kennedy 50.00% 12.500% Hilcorp Alaska, LLC 100.001% Section 5: A part of Government Lot 2 more particularly described as Lot 5 of Sunset HAK # 591247 Donald L. Erwin 50. 01/1 12.5001/6 Bluffs Subdivision as platted in Plat 41-1-79-5 123 TIS-RI3W 3.0600 HAK # 1031351 Richard L. and Juanita J. 50.00% 12.500% Hilcorp Alaska, LLC 100.00•/ Section 5: A part of Government Lot 2 more Millett particularly described as Lot 6 of Sunset HAK # 1033543 Arthur T. Mau 50.00% 12.500% Bluffs Subdivision as platted in Plat #H-79-5 124 TIS-R13W 2.0800 HAK # 1031351 Richard L. and Juanita J. 100.00% 12.5001/6 Hilcorp Alaska, LLC 100.001/. Section 5: A part of Government Lot 2 more Millen particularly described as Lot 7 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 125 TIS-RI3W 14.7288 HAK # 1031351 Richard L. and Juanita J. 50.00% 12.500% Micorp Alaska, LLC 100.001/6 Section 5: A part of Government Lot 2 more Millett particularly described as Lots 8, 9, 10 and I 1 HAK # 1033543 Arthur T. Mau 50.001/ 12500% of Sunset Bluffs Subdivision as platted in Plat #H-79-5 and that part of Government Lot 2 lying under the roadbed of Sunset Drive 126 TIS-RI3W 1.1700 HAK # 591274 John D. Inman and Dee 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Ann Inman particularly described as Lot 12 of Sunset Bluffs Subdivision as platted in Plat #14-79-5 127 TIS-RI3W 2.0700 HAK# 1031351 Richard L. and Juanita J. 100.00% 12.5001/ Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Millett particularly described as Lot 13 and 14 of HAK # 1033543 Arthur T. Mau 50.001/0 12.500% Sunset Bluffs Subdivision as platted in Plat #H-79.5 128 TIS-RI3W 1.0300 HAK# 1031637 Lawrence Allen 100.00% 12.500% Hilcorp Alaska, LLC 100.001/1 Section 5: A part of Government Lot 2 more particularly described as Lot 15 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 129 TIS-RI3W 10000 HAK # 1031351 Richard L. and Juanita J. 50.00% 12.510% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Millett particularly described as Lot 16 of Sunset HAK # 1033543 Arthur T. Mau 50.00% 12.5001/1 Bluffs Subdivision as platted in Plat #H-79-5 Ninilchik Unit Exhibit A Page 36 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 37 of 46 Last Update: 1/7/2016 91 91 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 130 TIS-RI3W 1.0200 HAK# 1035744 Leon A. Windeler Heirs 100.00% 12.500% Hilcorp Alaska, LLC 10000% Section 5: Lot 1 of Block I of Windeler Subdivision, Plat 74-1526 130A TIS-RI3W 9.2210 unleased Leon A. Windeler Heirs 100.00% Section 5: the mineral rights underlying that part of the Sterling Highway, the Leon Windeler Highway and Persons Drive, in so far as those roads lie within the Windeler Subdivision, Plat # 74-1526 131 TIS-RI3W 4.1495 HAK # 591297 Susanne Faye Windeler 100.00% 12500% Hilcorp Alaska, LLC 100.00% Section 5: That part of Govemment Lot 2 lying under the roadbed of the Sterling Highway 132 TIS-Rl3W 29.6000 HAK# 1035745 Jack A. Windeler 100.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 5: That part of Government Lot I described as Tract A of Windeler Subdivision, Plat #74-1526 132A TIS-RI3W 40.0000 HAK# 1035747 Honora Windeler Drew 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: All of the SE/4NE/4 HAK# 1035747 Susanne Faye Windeler 25.00% 12.500% unleased Ronald Ord Windeler 25.00% unleased Susanne Faye Windeler (2) 25.006/6 133 TIS-RI3W 1.2090 HAK# 1035745 Ronald Ord Windeler 100.00% 12.500% Hilcorp Alaska, LLC 100.001/. Section 5: Lot 2 of Block 1 of Windeler Subdivision, Plat 74-1526 134- TIS-RI3W 3.0520 HAK# 1035746 Honora Windeler Drew 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: That part of Government Lot 2 more particularly described as Block 2, Lot I of Windeler Subdivision as platted in Plat #H- 74-1526 135 TIS-RI3W 126.6300 HAK # 1031609 Wayne and Irene Findley 100.00% 16.670% Hilcorp Alaska, LLC 10000% Section 5: Government Lots 3 and 4 and NE/4SW/4 Ninilchik Unit Exhibit A Page 37 of 46 Last Update: 1/7/2016 91 91 Ninilchik Unit Exhibit A Page 38 of 46 Last Update: 1/7/2016 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 136 T1S-R13W 104.6300 HAK # 1031622 Clarence Eugene Herman 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 5: A part of the SWANEA more particularly described as Lots 1, 3, 5, 6, 9, 15, 16, 17, and 18 of Bud's Acres Subdivision as platted in Plat #H85-69 and the NWASE/4 and the NEASEA a/d/a Tract A and B, respectively, of Herman Tracts Subdivision as platted in Plat #14-95-36 including the minerals under the Sterling Highway and Bonnard Circle, Fellin Lane and Herman Drive in so far as they lie within SWANE/4 & N/2SE/4 136A T1S-R13W 2.8100 HAK# 1031622 James C. and Kay E. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: Lots I I & 12 of Bud's Acres Forrest Subdivision as platted in plat 914-85-69 I36B TIS -ROW 1.5700 HAK # 1031622 Mark S. and LeAnne 100.00% 12500% Hilcorp Alaska, LLC 100.001/6 Section 5: Lot 10 of Bud's Acres Subdivision Herman (H&W) as platted in plat #H-8569 136C T1S-R13W 3.4900 HAK # 1031622 Ed J. and Jean F. Adamson 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: Lots 13 & 14 of Bud's Acres (H&W) Subdivision as platted in plat #H-8569 137 TIS-R13W 2.0000 HAK# 1031634 Earl Bearden 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part ofthe SWANEA more particularly described as Lot 2 of Bud's Acres Subdivision as platted in Plat #H8569 138 TIS-R13W 2.2020 HAK # 1031635 Clarence Eugene Herman 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 5: A part of the SWANE/4 more particularly described as Lot 4 of Bud's Acres Subdivision as platted in Plat #H85-69 139 TlS-Rl3W 1.2910 HAK # 1031635 Clarence Eugene Herman 100.001/6 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of the SWANE/4 more particularly described as Lot 7 of Bud's Acres Subdivision as platted in Plat #H8569 140 TIS-Rl3W 1.2560 HAK # 591292 Stephen Vanek, Jr. and 50.00°/ 12500°/, Hilcorp Alaska, LLC 100.00% Section 5: Apart of the SW/4NE/4 more Monica J. Vanek particularly described as Lot 8 of Bud's Acres unleased Scott and Karen Bennett 50.00% Subdivision as platted in Plat #H8569 (11W) Ninilchik Unit Exhibit A Page 38 of 46 Last Update: 1/7/2016 • Ninilchik Unit Exhibit A Page 39 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 141 TIS-R13W 4.0000 unleased Evelyn Terry McLaughlin 50.00% Section 5: N/2NW/4SW/4SW/4 less the west unleased Patricia Terry Lodge 33.33% 132' thereof unleased Lila Terry Hanson 16.67% 141A TIS-RI3W L0000 unleased lames C. Sanders 100.001% Section 5: The west 132' of the N/2NW/4SW/4SW/4 142 TIS-RI3W 35.0000 HAK# 1030482 Paul Dionne 50.00°/ 16.670% Intrepid Production 5.333330% Hilcorp Alaska, LLC 100.00°/ Section 5: S/2SW/4SW/4 & NE/4SW/4SW/4 Company &S/2NW/4SW/4SW/4 HAK# 1030482 Susan Dionne - Kaffke 50.00°/ 16.6701/ 143 TIS-R13W 40.0000 unleased Henry George Gain and 100.00% Section 5: SE/4SW/4 Flora Eugenia Gain 144 TIS-RI3W 10.0600 HAK# 1031610 Bea and AndrewBwhner 100.00% 12500% Hilcorp Alaska, LLC 100.001/6 Section 6: Lot 1 145 TIS-R13W 49.5200 HAK # 1030482 Paul Dionne 50.00% 16.670% Intrepid Production 3.333330% Hilcorp Alaska, LLC 100.00% Section 6: Lot 2 Company HAK # 1030482 Susan Dionne - Kaftke 50.001% 16.670% Hardy Hutto 2.000000°/ 146 TIS-RI3W 40.0000 HAK# 1030482 Paul Dionne 50.000/. 16.6706/6 Intrepid Production 5.333330•/ Hilcorp Alaska, LLC 100.00% Section 7: NE/4NE/4 Company HAK # 1030482 Susan Dionne - Kafike 50.00°/a 16.670°/ 147 TIS-R13W 40.0000 HAK # 833999 David Ray Reaves and 20.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 7: SE/4NEA Sherry Ann Reaves HAK# 835362 Carl W. and Linda E. 20.00% 12.500% Kinkead HAK # 1031353 Paul Joseph Rochon Estate 20.00% 12.500% . HAK # 1031354 Linda Marie McCool 20.00% 12.500°/ HAK # 1031355 Ward Randall Grilley 20.00°/ 12.500% 148 TIS-RI3W 8.7240 HAK # 1030708 James R. Sabrowski and 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NE14SW/4 more Susanne E. Sabrowski particularly described as Lot 1 of Tieman HAK # 1030708 Leonard & Juanita 50.00% 12.500% Subdivision as platted in Plat 41-1-85-129 Sabrowski Revocable Living Trust Ninilchik Unit Exhibit A Page 39 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 40 of 4G Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 149 T 1S - R 13W 23.5500 HAK # 591294 Forgetmenot, LLC 100.00% 12.500% Hikorp Alaska, LLC 100.00% Section 7: , Township 1 South, Range 13 West, S.M., Alaska, All of the NE4SW4 Except Lot 1 of Tieman Subdivision, Plat No 85-129, Homer Recording District, and Except that portion of E%E/zNE%SW /4, Plat No. 86-16 BS, lying north of Sterling Highway 150 TIS-R13W 10.5400 HAK# 830117 Boyd Daniel Leman 100.00% 12.500% Hilcorp Alaska, LLC 100.001/ Section 7: That part of the NFAS W/4 more particularly described as Lot 3 of Tieman Subdivision as platted in Plat #H-85-129 a/d/a E/2NE/4NE/4SW/4 and that part of the E/2SE/4NE/4SW/4 lying north of the northerly right of way of the Sterling Highway. 151 TIS-R13W 22.0920 HAK# 591210 Kenai Peninsula Borough 100.00% 12.5001/1 Hilcorp Alaska, LLC 100.00% AKA 9 KPB # 12 - Section 7: That part of the NW/4SE/4 lying 0816-00 north of the Sterling Highway, less and except that part described as Lot I of Aurora Vista Subdivision platted in Plat #H-96-13 152 TIS-R13W 1.2900 HAK# 591302 Aurora Communications 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NWASEA lying International, Inc. north of the Sterling Highway more particularly described as Lot 1 of Aurora Vista Subdivision in Plat #H-96-13 153 TIS-R13W 7.1510 HAK# 591307 Kathleen McConnell 66.67% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NWASEA lying HAK # 591308 Jeanne Potter 33.33% 12.500% south of the Sterling Highway 154 TIS-R13W 8.0000 HAK# 591304 Donald Pinnow 100.00% 12.500% Hilcorp Alaska, LLC 100.001/1 Section 7: That part of the NE4SE4 lying north of the Sterling Highway 155 TIS-RI3W 27.0000 unleased Shirley J. Provence 100.00% Section 7: That part of the NE/4SE/4 lying south of the Sterling Highway Ninilchik Unit Exhibit A Page 40 of 4G Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 41 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 156 TIS-R13W 724500 HAK# 591294 Forgetmenot, LLC 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7 The SE4SW4 and the SW4SE4 Except Lots 41 and 42 of Summerset Acres Subdivision, Plat No. 86-45, Homer Recording District; 156A T1S-R13W 2.5400 unleased Michael Walsh 100.00% Section 7: Lots 41 & 42 of Summerset Acres Subdivision (plat #H86-45) , 157 T1S-R13W 80.0000 unleased Henry George Gain and 100.00% Section 8: N2NW/4 Flora Eugenia Gain 158 T1 S-Rl3W 17.8850 HAK # 833999 David Ray Reaves and 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 8: That part of the SW/4NW/4 lying Sherry Ann Reaves west of the Sterling Highway a/d/a Lots 5 & 6 HAK # 835362 Carl W. and Linda E. 20.00% 12.500% of the E. Mounts Subdivision as platted in Kinkead plat #11-81-23 HAK # 1031353 Paul Joseph Rochon Estate 20.00% 12.500% HAK # 1031354 Linda Marie McCool 20.00% 12.500% HAK9 1031355 Ward Randall Grilley 20.00°/ 12.500% 159 T1S-R13W 22.1150 HAK# 1031352 Carolyn 0.Reifsnyder 100.001/6 12.500% Hilcorp Alaska, LLC 100.00% Section 8: All of the SWANW/4 lying east of the Sterling Highway a/d/a Lots 1, 2, 3 & 4 of E. Mounts Subdivision as platted in plat #H- 81-23 160 T1S-R13W 40.0000 HAK # 1029943 Elizabeth Quick 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 8: NW/4SW/4 161 T1S-R13W 40.0000 HAK# 591294 Forgetmenot, LLC 100.001% 12.500% Hilcorp Alaska, LLC 100.00% Section 18: NE/4NW/4 162 TIS-R14W 35.9800 HAK # 1035970 James B. and Patricia 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 12: Lot 2 Webster HAK # 1035971 Charles E. Gates 20.00% 12500% HAK # 1035972 George A. and Patricia 20.00% 12.500% Gates HAK # 1035973 Robert L. and Carol A. 20.00% 12.500% Wilson HAK # 1035974 L.R. and Katherine Lunne 20.00% 12.500% Ninilchik Unit Exhibit A Page 41 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 42 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 163 TIS-R14W 33.2100 HAK # 1035970 James B. and Patricia 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 1 Webster HAK # 1035971 Charles E. Gates 20.00% 12.500% HAK # 1035972 George A. and Patricia 20.00% 12.500% Gates HAK# 1035973 Robert L. and Carol A. 20.00°/ 12.500% Wilson HAK # 1035974 L.R. and Katherine Lunne 20.00% 12.500% 164 T1S-R14W 80.0000 HAK # 591296 George R. Maki, Jr. 8.33% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: S/2SW/4 unleased Darwin E. and Kaye A. 75.00% Waldsmith unleased Edward Lee Maki 833% unleased Gloria Ann Ropelato 8.33% 165 TIS-R14W 24.7200 HAK# 1031157 Stephen Wackowski and 50.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 14: Tracts A & B and the north 6.34 Thomas Brady acres of Tract C of the Heavenly Sights HAK # 1033038 Cynthia L. Hatton 50.00% 12,500% Subdivision (Plat #H-96-17) a/d/a GLO Lot 1 166 T1S-R14W 4.4200 HAK # 1031601 Camlee Pickett 25.00%. 12.500°/ Hilcorp Alaska, LLC 100.00% Section 13: Tracts 1&2 of Catledge-Wilson Subdivision, Tract A, Plat 978-32 unleased John D. McCombs and 75.00% Deidre E. McCombs 167 TIS-R14W 1.9500 HAK # 1031050 Thomas James and 75.001% 12.500x/ Hilcorp Alaska, LLC 100.00% Section 13: Tract 3 of Catledge-Wilson Deborah Ann Bandelow Subdivision, Tract A, Plat #78-32 HAK # 1031601 Carolee Pickett 25.00°/ 12.500 168 TIS-R14W 4.3900 HAK# 1031396 GailenB.Johnson 75.00% 12.500% Hilcorp Alaska, LLC 100.00x/ Section 13: Tracts 4, 5, 8 & I I of Catledge- Wilson Subdivision, Tract A, Plat #78-32 HAK # 1031601 Carolee Pickett 25.00% 12.500% • 169 TIS-R14W 2.2400 HAK # 1031196 Robert Flygenring and 75.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 13: Tracts 6 & 7 of Catledge•Wilson Cheryl King Subdivision, Tract A, Plat 978-32 HAK # 1031601 Carolee Pickett 25.00%. 12.500% 170 TIS-R14W 1.0600 HAK# 1031601 Carolee Pickett 25.001/. 12,500% Hilcorp Alaska, LLC 100.00% Section 13: Tract 9 of Catledge-Wilson Subdivision, Tract A, Plat #78-32 unleased Bobby J. & Selena G. 75.00% Gordon Ninilchik Unit Exhibit A Page 42 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 43 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease 4 Owner Interest Percent Owner Percent Ownership Owner % 171 T1S-R14W 1.0700 HAK # 1031087 Michael Roy Smith 75.000/6 12.5001/6 Hilcorp Alaska, LLC 100.001/0 Section 13: Tract 10 of Catledge-Wilson Subdivision, Tract A, Plat #78-32 HAK # 1031601 Carolee Pickett 25.001/ 12.500% 172 TiS-R14W 2.7800 HAK# 1031601 CaroleePickett 25.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 13: Tract 12 of Catledge•Wilson Subdivision, Tract A, Plat 978-32 unleased Gale R. Graham 37.501% unleased Gary Andes and Mama 37.50% Andes • 173 T1S-R14W 3.1950 HAK #591215 Walter L. Wilson 75.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Minerals underlying streets and roads in Catledge-Wilson Subdivision, Tract HAK # 1031601 Carol" Pickett 25.00% 12.500% A, Plat #78-32 173A T1S-R14W 1.4340 HAK# 1031085 Paul E. Parsons, Jr. and 75.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Tract 13 ofCatledge-Wilson Cindi L. Parsons Subdivision, Tract A, Plat #78-32 HAK # 1031601 Carolee Pickett 25.00% 12.500% 174 TIS-R14W 47.3490 HAK# 1031601 Carolee Pickett 25.00% 12.500% HilcorpAlaska, LLC 100.00% Section 13: Tracts B&C of Catledge Subdivision, plat #74-2075 unleased Darwin E. and Kaye A. 75.00% Waldsmith 175 TIS-R14W 1.9900 HAK # 1031601 Carolee Pickett 100.00% 12.500% Hilcorp Alaska; LLC 100.00% Section 13: Tract D of Catledge Subdivision, plat 974-2075 176 TlS-R14W 24.6570 HAK# 1031601 Carolee Pickett 25.00% 12.500% HilcorpAlaska, LLC 100.00% Section 13: That part of GLO Lot 2, SEANW4 further described w Lots 10, 11, HAK # 1033557 John L. and Nancy E. 25.00% 12.500% 12, 13, 14, 15, 16, 17, 20, 21, 25, 26 and the Stengl Unsubdivided Remainder of Red Bluff HAK # 51321000 Darlene M. Rozak 25.00% 12.500% Terrace, and excluding Lots 9, 18, 19, 22, 23 & 24 of Red Bluff Terrace Addition No. 2 HAK # 51322000 Judith Ballentine 25.00% 12.500% (plat #H-2004-02) 176A Tl S-R14W 1.0000 HAK # 1031601 Carolee Pickett 25.005/6 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 9 of Red Bluff Terrace Addition No. 2 (plat # H-2004.42) HAK # 1033557 David M. and Jeanine B. 25.00% 12.500% Shea HAK # 51321000 David M. and Jeanine B. 25.00% 12.500% Shea HAK # 51322000 Judith Ballentine 25.00% 12.500% Ninilchik Unit Exhibit A Page 43 of 46 Last Update: 1/7/2016 176C TIS-R14W 2.0000 HAK# 1031601 Working Working 12.500% Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 176B TIS-Rl4W 3.0850 HAK# 1031601 Carolee Pickett 25.001/6 12.500% Hilcorp Alaska, LLC 100.00% Section 13 25.00% 12.500 Lots: 22, 23 & 24 of Red Bluff Terrace HAK # 1033557 John L. and Nancy E. 25.00% 12.500 Stengl Addition No. 2 (plat # H-2004-42) Stengl HAK# 51321000 Theodore W. Rozak Living 25.00% 12.500% 12.500% Trust HAK # 51322000 Judith Ballentine HAK # 51322000 Judith Ballentine 25.00% 12.500% 176C TIS-R14W 2.0000 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lots 18 & 19 of Red Bluff Terrace Addition No. 2 (plat # H-2004-42) HAK # 1033557 John L. and Nancy E. 25.00% 12.500 Stengl HAK # 51321000 Larry M. Rozak 25.00% 12.500% HAK # 51322000 Judith Ballentine 25.00% 12.500% 177 T1S-R14W 1.0000 HAK# 1031601 Carolee Pickett 25.00% 12500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 6, Block 1, Red Bluff Terrace Subdivision Addition No. 1, Plat #86-58 HAK # 1033557 John L. and Nancy E. 25.00% 12.500% Stengl HAK # 51321000 Darlene M. Rozak 25.00% 12.500% HAK # 51322000 Judith Ballentine 25.00°/ 12.500% 178 Tl S-R14W 1.0000 HAK # 1031601 Carolee Pickett 25.00% 12500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 3, Block 1, Red Bluff Terrace Subdivision Addition No. 1, Plat #86-58 HAK # 1033557 John L. and Nancy E. 25.00% 12.500% Stengl HAK # 51321000 Darlene M. Rozak 25.00°/ 12.500 HAK # 51322000 Judith Ballentine 25.00% 12.500% 179 TIS-R14W 1.0000 HAK # 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 2, Block 1, Red Bluff Terrace Subdivision Addition No. 1, Plat 486-58 unleased David R. Kodysz and Jean 75.00% . R. Gregonch 180 Tl S-R14W 1.6300 HAK # 316 Janet M. and Robert C. 75.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 2, Block 3, Red Bluff Terrace Clucas Subdivision, Plat #88-57 HAK # 1031601 Carolee Pickett 25.00% 12.500% 181 T I S - R 14W 1.3000 HAK # 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.001% Section 13: Lot 3, Block 3, Red Bluff Terrace Subdivision, Plat #86-57 unleased Michael S. and Cheryl B. 75.00% Sutton Ninilchik Unit Exhibit A Page 44 of 46 Last Update: IM2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner interest Percent Owner Percent Ownership Owner % 182 TIS-Rl4W 9.2500 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lots 1, 4, 5, 7 & 8, Block 1, Red Bluff Terrace Subdivision Addition No. 1, HAK # 1033557 John L. and Nancy E. 25.00% 12.500% Plat #86-58 & Stengl Lot 4, Block 2 Red Bluff Terrace Subdivision HAK # 51321000 Darlene M. Rozak 25.00% 12.500% Plat #86-57 HAK # 51322000 Judith Ballentine 25.00% 12.500% 182A TIS-R14W 2.6200 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 1, Block 3, Red Bluff . Terrace Subdivision Plat No. 86-57 HAK # 51321000 Darlene M. Rezak %00% 12.500% HAK # 51322000 Judith Ballentine 25.00% 12.500% 184 TTI S-R14W, S.M., Alaska, 5,4240 HAK # 591301 Richard Lee & Jeannie Lou 100.00% 12500% Hilcorp Alaska, LLC 100.00% Section 13: Pherson Acres No. 2, Lot 1, Johnson according to Plat 2002-16, Homer Recording District, Third Judicial District, State of Alaska; and Pherson Acres No. 2, Tract B 1, according to Plat 2002-16, Homer Recording District, Third Judicial District, State of Alaska; (Combined with prior Tracts 183 and 183A) 184A T1S-R14W 5.5530 HAK# 51323000 Tim and Kristine Moerline 75.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Tract "A" of Pherson Acres Subdivision, plat #H-2001-19 unleased Carolee Pickett 25.00°/ 185 TIS-R14W 12.2420 HAK# 1035905 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: State of Alaska Highway Project ADL # 390105 Department of Natural Number F-021-1(3), Parcel Number 0118, as Resources more particularly described by metes and bounds in a warranty deed dated 6/26/64 from Leonard Lee Catledge et ux to the State of Alaska, recorded in Book 33, Page 226 of the Homer Recording District • 186 TIS-R14W 1.7700 HAK# 1035905 StateofAlaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: A 1.77 acre tract of land being ADL # 390105 Department of Natural State of Alaska Highway Project Number F- Resources 021-1(3), Parcel Number 0118-A, as more particularly described by metes and bounds in a warranty deed dated 7/28/64 from Calvin C. Hartman et ux to the State of Alaska, recorded in book 34, page 121 of the Homer Recording District Ninilchik Unit Exhibit A Page 45 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 187 T2N-R12W 339.8600 HAK# 1031007 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 20: Fractional GLO Lots 14 ADL # 389181 Department of Natural inclusive & SEASE/4; Resources Section 21: W/2NW/4; Section 29: Fractional NE/4NE/4 & GLO Lot 1 188 TIN-R13W, S.M. 564.4500 HAK# 1034384 State of Alaska, 100.00% 12.500% Mlwrp Alaska, LLC 3.250000°/ Hilcorp Alaska, LLC 100.001/6 Sec. 1: SE/4NE/4 & SEA & ADL # 590 Department of Natural SE/4SW/4 Resources Sec. 12: NE✓4NW/4 & N/2NE/4, except that part lying above the line of mean high tide TIN-R12W, S.M. Sec. 6: W/2 except that part lying above the line of mean high tide 189 T IS - R 13W 19.0000 HAK # 591313 Avis Hardy IWO 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That portion of the Sterling Highway Right -of -Way lying within the N/2SE/4 containing 19 acres, more or less. Total Unit Acreage 25,830.0954 Ninilchik Unit Exhibit A Last Update: 1/7/2016 Working Interest Net Acres Unit % Owner Uncommited 574.121 2.221/6 Hilcorp Alaska, LLC 25,255.9744 97.78% Page 46 of 46 • C. I 1 I 1S I 1 3 IN 27 Sterling Highway Tract Owner Type ', State Ninilchik Unit �...�.. Cook Inlet Shoreline CIRi university Exhibit B PA Boundaries Federal ® Unleased Hilcorp Alaska, td 1, Oil and Gas Unit Boundaries private Map Date: 1/78016 is FII 001 13W Creek PA 14 Hilcorp Alaska,1A.0 Map Date: 1/7!2016 24 =,—:042 v. NINILCRIK /416 gg a\ 119 MP h �' � 3 4 a 047 12 49 52 53+1 120 MP 53A 59 55 i 38 � M 39 , 7MP 2 27 1 Sterling Highway Tract Owner Type ��( State N Ninilchik Unit m Cook Inlet Shoreline CIRI University State Plane Zone 4 NAD 1927 (feet) Exhibit B PA Boundaries Federal ®Unleased ED Oil and Gas Unit Boundaries Private 0 1,000 2,000 3;000 Feet *I 01 -- 'saki 'am WIN O 2 013 1 f320 62 2 1 X46 \\ 119 MP 46 047 3 12 SOA � 49 49A \ 50 \ 26 51A a�` \ 48 c \ 51 i 52 3 53,120 MP N1LCHIK Falls 53A 59 UNIT Creek PA 55' 54 188 62 56 60 SOOIN 3 62G� fi5 62A� `` 61 �. 56 6213' 6463' 56 5857i 15A 3 70 . 13 67 68 69 121 MP 15 � I 71 3 un;t M2u C—i.. Page 4 of 8 Sterling Highway Tract Owner Type State Ninilchik Unit Cook Inlet Shoreline ` CIRI UniversityN State Plane Zone 4 NAD 1927 (feet) Exhibit B Federal 1{heap Alaska, LLPA Boundaries � Unleased ® Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Map Date: 1/7/2016 Feet _.-NINILCHIK t NIT rim Oskolkaff P i 4 a 2 72 1124 MP 2& 25 rn.0 0"'i— Page 5 of 8 Sterling Highway Tract Owner Type State Ninilchik UnitN �yCook Inlet Shoreline ��.. '. `. CIRI � University State Plane Zone 4 NAD 1927 (feet) Exhibit B PA Boundaries Federal ® Unleased Hilenrp Alaska, CLC Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Map Date: 1/7/2016 Feet W] 97 84 81 87 x°126 MP 88 89A 115 114 113 112A 112B 112C 2911027 MP 109 \ / 108\_ 107 106 105 - 10410 118 1023�a 6134119 `100 99 \ 11x11 120 101 13 P Xto1`t 121—��� �133� S001S) 3 1,h:1, Una Page 6 of 8 Sterling Highway TractOwner Type State Ninilchik UnitCIRl N Cook Inlet Shoreline University State Plane Zone 4 NAD 1927 (feet) Exhibit BPA Boundaries Federal Unleased llil"rp Alaska, LLC Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Map Date: 1612016 Feet 91 LJ • 169-_168 1671 166 f 184A lLA 168 �� 1�sw$6 —x_184 170 Z171/1681 1727 173 165 164 132Wp zv cv New Page 8 of 8 -•*--�— Sterling Highway Tract Owner Type State Ninilchik Unit CIRI N Cook Inlet Shoreline University State Plane Zone 4 NAD 1927 (feet) Exhibit B �;PABoundaries L__ _ Federal ®Unleased I ileorp Alaska, LLC ® Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Map Date: 1/7/2016 Feet • C�l 146 169-_168 1671 166 f 184A lLA 168 �� 1�sw$6 —x_184 170 Z171/1681 1727 173 165 164 132Wp zv cv New Page 8 of 8 -•*--�— Sterling Highway Tract Owner Type State Ninilchik Unit CIRI N Cook Inlet Shoreline University State Plane Zone 4 NAD 1927 (feet) Exhibit B �;PABoundaries L__ _ Federal ®Unleased I ileorp Alaska, LLC ® Oil and Gas Unit Boundaries Private 0 1,000 2,000 3,000 Map Date: 1/7/2016 Feet • C�l • ��� ,a��� 9 �- wGPrf m � 17 16 gxP a �.' ,2 23 .:goi 22. fli 0 - A 2016-000037-0 L A Recording Dist: 309 - Homer s 1/7/2016 09:28 AM Pages: 1 of 5 K AIIIIIIIVIIIIIIVIIININdfIIINIiIIINYINIIIIIIINIIIdIIIIIIIIIIYIII Please record this coversheet as the first page of the document. RECORDING DISTRICT: Hvrae,4— ReL-4,�� Dsroc4— DOCUMENT TYPE: 1, Memorandum of Oil and Gas Lease 2. Lessors' and Royalty Owners' Consent GRANTEE: LEGAL DESCRIPTION: Avis Hardy, fka Avis Phiefer Hilcorp Alaska, LLC Township I South, Range 13 West, Seward Meridian, Alaska Section 7: That portion of the Sterling Highway Right -of Way lying within the N/2SE/4, Homer Recording District, Third Judicial District, State of Alaska containing 19.000 acres, more or less. AFTER RECORDING RETURN TO: Hilcorp Alaska, LLC 3800 Centerpoint Dr., Suite 1400 Anchorage, AK 99503 AUFN: Land Manager eRecorded Document MEMORANDUM OF OIL AND GAS LEASE HILCORP ALASKA, LLC �\10' KAL THIS MEMORANDUM, made this day of eee44 L4'y- 2015, by and between Avis Hardy, fka Avis Phiefer, whose address is 13,99 W, W4t e-5 L) , as "Lessor," and MLCORP ALASKA, LLC, a Delaware limited liability company, as "Lessee." ' WITNESSETH: That Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, Lessor's one hundred percent (100.00%) mineral interest and for a valuable consideration and in consideration of the covenants of the Lessee set forth in that certain oil and gas lease made and entered into this day by and between the parties hereto, covering the land hereinafter described, and for the term and subject to the covenants, conditions and provisions and for the purposes set forth in said oil and gas lease, all that certain land situated In the Kenai Peninsula Borough, State of Alaska, and more particularly described as follows, to wit: Township I South, Range 13 West, Seward Meridian, Alaska Section 7: That portion of the Sterling Highway Right -of -Way lying within the N/25E/4, Flomer Recording District, Third Judicial District, State of Alaska, containing 19.000 acres, more or less. or less. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Oil and Gas Lease to be executed the day and year first hereinabove written, Avis Hardy, fka Avis Phiefer Signature: 61 g -e Lessor/DaAte HILCORP ALASKA, LLC M Lessee/Date 2 of 5 eRecorded Document 2016-000037-0 ACKNOWLEDGEMENT OF LESSOR STATE OF NEVADA Ss COUNTY OF DON GL#3 The foregoing instrument was acknowledged before me this Z/A day of 6'CV18tX 2015, by AVIS J-ohA/ VAgbV ANTHONY L VICKERSNotary public inOd for the Stat of . IV NOTARY PUSUC My commission expires: 1 27 15 STATE OF NEVADA My Appt Esp. Ncv. 27, 2018 ACKNOWLEDGEMENT OF LESSEE STATE OF ALASKA Ss THIRD JUDICIAL DISTRICT The forezoing instrument was acknowledged before me this 5 day of 1,1 20 by David Wilkins, Senior Vice President of Hilcorp, Alaska, LLC, a Delaware limited liability company, on behalf of the limited liability company. STATE OF ALASKA Nary public in and for t1re Stdc of Alaska My commission expires: NOTARY PUBLI David W. Duffy My Con nWlon 0#ms Sep i, 2017 eRecorded Document RETURN TO: Ilitcorp Alaska, LLC Attn: Land Manager 3800 Centerpoint Drive, Suite 1400 Anchorage, Alaska 99503 E 9 LESSORS'AND ROYALTY OWNERS' CONSENT The undersigned owner or owners of a royalty interest acknowledge receipt of a copy of the Unit Agreement for the development and operation of the Ninilchik Area, Third Judicial District, State of Alaska (herein referred to as the "Agreement "), an executed counterpart of which will be recorded in the Kenai District Recorder's Office. In consideration of the Agreement's becoming effective in accordance with its terms, the undersigned do hereby approve and consent to the Agreement as to all lands owned by or in which the undersigned have an interest and agree to be bound by all of the terms, covenants and conditions thereof applicable to the owners of royalty interests; and the undersigned do hereby further agree as follows: I . This consent shall have no force or effect after termination of the Agreement as provided therein; provided however that in the event of such termination, no subject lease, operating agreement or other instrument shall terminate on account of lack of development and/or operation if, within ninety (90) days after the termination of the Agreement, operations shall be commenced and thereafter carried on diligently pursuant to the terms of such lease, operating agreement or other instrument, or for the curing of a default, if any, existing under such lease, operating agreement or other instrument, 2. No change or alteration shall be made or effected in the Agreement without the prior consent of the royalty interests totaling sixty per cent (60 %) or more of the then current unitized royalty interests (exclusive of the basic royalty interests of the United States). This consent shall be effective upon acceptance hereof by the owners of the working interest in the lands in which the undersigned have an interest, and shall be binding upon the successors and assigns of the undersigned. Agreed to and accepted this A9 day of 2015. Royalty OwneaSignature) V Avis Hardy, fka Avis Phiefer r. Accepted this _.Sfday of Ja 201/ D -I 'Vi, its, Senior Vice President Hilco:rop Tasl a, LLC 4 of 5 eRecorded Document 2016-000037-0 tJ,t-V#bfi STATE OFAkt9*A COUNTY OF P014 C' 4-5 SS. The foregoing instrument was acknowledged before me this ."9A day of 1) E-CE-I'l 6 2015, by Avis �001 8n"Y �It gA, x Notary publY in and for the State ofAhtska AIE'VO4 My commission expires: STATE OF ALASKA ) )ss. Third Judicial District ) COV, ANTHONY L VICKERS NOTARY PUBUC STATE OF NEVADA No 1d 15358 5 MyApPLEip Nov. 27.2818 The foregoing instrument was acknowledged before me this S' day of Jct LAtLA-del 20j, by David Wilkins, Senior Vice President of Hilcorp Alaska, LLC, a Delaware limited liability company, on behalf of the limited liability company. Rv R 2 of 2 5of 5 eRecorded Document 2016-000037-0 Susan Dionne Paxton PA Attachment l Page I of 6 Last Update: 10/27/2015 Exhibit B Attachment 1 Susan Dionne Paxton Participating Area Ninilchik Unit Effective July 29, 2015 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % 006 T 1N - R 13W, S.M. 80.0000 HAK # 1031008 3.7428512% State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 31: S/2SFJ4 ADL# 389180 Department of Natural Resources 008 TI S, R 14W, S.M. 1,055.7800 HAK # 1031009 49.3953424% State of Alaska, 100.00°/ 12500% Hilcorp Alaska, LLC 100.00% Section 1: NE/4 & SEA & NE/4SW/4 ADL # 384372 Department of Natural & S/2SW/4 & SE/4NW/4 (485 acres); Resources Section 12: SEASE/4 and all tide and submerged land (570.78 acres) 010 TIS, R 13W, S.M. 510.4800 HAK # 1030481 218831332% State of Alaska, 100.001/6 12.500% James W. White 3.500000% Hilcorp Alaska, LLC 100.00°/ Section 6: All tide and submerged land ADL # 359242 Department of Natural James L. Thurman 3.000000% lying within the W/2 & W/2SE/4 & Resources V. Paul Gavora 3.000000% SE/4SE/4 & SWAW4 (430.48 acres); Section 7: All tide and submerged land Tucson Ltd 3.000000% (80.00 ac) 021 T IS - R 13W, S.M. 30.9100 HAK # 1033481 1.4461441% University of Alaska 100.00% 12.500% Hilcorp Alaska, LLC 10000% Section 7: Lot 4 UA # Ninilchik Tract #2 030 T IS, R 13W, S.M. 214.7800 HAK # 1031005 10.04861966/o Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.001% Sec 7: GLO Lot 1, GILD Lot 2, GLO CIRI # C-061505 Lot 3 and SW/4NEA (181.54 acres); TIS, R14W, S.M. Section 12: GLO Lot 1 (33.24 acres) 145 TIS, R 13W, S.M. 49.5200 HAK # 1030482 2.3168249°/ Paul Dionne 50.00% 16.670% Intrepid Production Company 3.333330% Hilcorp Alaska, LLC 100.00% Section 6: GIA Lot 2 Hardy Hutto 2.000000% HAK# 1030482 SusanDionne- Kaffke 50.00% 16.670°/ 146 T IS - R 13W, S.M. 40.0000 HAK # 1030482 1.8714256% Paul Dionne 50.00°/ 16.670% Intrepid Production Company 5.333330% Hilcorp Alaska, LLC 100.00% Section 7: NEANEA HAK # 1030482 Susan Dionne - Kafike 50.00% 16.670% Susan Dionne Paxton PA Attachment l Page I of 6 Last Update: 10/27/2015 Susan Dionne Paxton PA Attachment 1 Page 2 of 6 Last Update: 10/27/2015 • *I Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % 147 T IS - R 13W, S.M. 40.0000 HAK # 835362 1.8714256% Carl W. and Linda E. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: SE/4NE/4 Kinkead HAK # 833999 David Ray Reaves and 20.00% 12.500% Sherry Ann Reaves HAK # 1031354 Linda Marie McCool 20.00% 12.500% HAK # 1031353 Paul Joseph Rochon 20.00% 12.500% Estate HAK # 1031355 Ward Randall Gri[ley 20.00°/ 12.500°/ 147 T 1 S - R 13W, S.M. 40.0000 HAK # 835362 1.8714256% Carl W. and Linda E. 20.00% 12500% Hilcorp Alaska, LLC 100.00% Section 7: SEANEA Kinkead HAI: # 833999 David Ray Reaves and 20.00% 12.500°/, Sherry Ann Reaves HAK # 1031354 Linda Marie McCool 20.00% 12.500% HAK # 1031353 Paul Joseph Rochon 20.00% 12.500 Estate HAK # 1031355 Ward Randall Grilley 20.00% 12.500°/ 147 T 1S - R 13W, S.M. 40.0000 HAK # 835362 1.8714256% Carl W. and Linda E. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: SE/4NE/4 Kinkead HAK # 833999 David Ray Reaves and 20.001% 12.500% Sherry Ann Reaves HAK # 1031354 Linda Marie McCool 20.00% 12.500% HAK # 1031353 Paul Joseph Rochon 20.00% 12.5001/6 Estate HAK # 1031355 Ward Randall Grilley 20.00% 12.500% Susan Dionne Paxton PA Attachment 1 Page 2 of 6 Last Update: 10/27/2015 • *I 91 61 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract "Tract Legal Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % 147 T IS - R 13W, S.M. 40.0000 HAK # 835362 1.87142560/, Carl W. and Linda E. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: SE/4NE/4 Kinkead HAK # 833999 David Ray Reaves and 20.00% 12.500°/ Sherry Ann Reaves HAK # 1031354 Linda Marie McCool 20.00% 12500% HAK # 1031353 Paul Joseph Rochon 20.00% 12.500% Estate HAK # 1031355 Ward Randall Gilley 20.00% 12.500°/ 147 T IS -R 13W, S.M. 40.0000 HAK # 835362 1.8714256% Carl W. and Linda E. 20.00% 12.500% Hilcorp Alaska, LLC 100.00°/ Section 7: SEANEA Kinkead HAK # 833999 David Ray Reaves and 20.00°/ 12.500% Sherry Ann Reaves HAK # 1031354 Linda Marie McCool 20.00% 12.500% HAK # 1031353 Paul Joseph Rochon 20.00% 12.500°/ Estate HAK # 1031355 Ward Randall Gilley 20.00% 12.5001/6 148 TIS-R13W, S.M. 8.7240 HAK it 1030708 0.4081579°/ James R. Sabrowski and 50.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 7: That part of the NE/4SW/4 Susanne E. Sabrowski more particularly described as Lot 1 of HAK # 1030708 Leonard & Juanita 50.00% 12.500% Tiernan Subdivision as platted in Plat Revocable #H-85-129 Living Tr Living Trust 149 T 1S - R 13W, S.M. 23.5930 HAK # 591294 1.10381361/6 Forgetmenot, LLC 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 7: All of the NE4SW4 Except Lot I of Tiernan Subdivision, Plat No 85-129, Homer Recording District, and Except that portion of E%jE'/:NE'/SW'/., Plat No. 86-16 BS, lying north of Sterling Highway 150 T IS - R 13W, S.M. 7.6500 HAK # 830117 0.3579101% Boyd Daniel Leman 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 7: That part of the Tiernan Subdivision, Plat #H-85-129 a/d/a E/2 NE/4 NE/4 SW4 and that part of the E/2 SEA NE14 SWA lying north of the northerly right of way line of the Sterling Highway. Susan Dionne Paxton PA Attachment I Page 3 of 6 Last Update: 10/27/2015 91 61 Susan Dionne Paxton PA Attachment I Page 4 of 6 Last Update: 10/27/2015 61 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % 151 T IS - R 13W, S.M. 22.0920 HAK # 591210 1.0335883% Kenai Peninsula Borough 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NWASEA AKA # KPB 912 - lying north of the Sterling Highway, less 0816-00 and except that part described as Lot 1 of Aurora Vista Subdivision platted in Plat 91-1-96-13 152 T IS -R 13W, S.M. 1.2900 HAK # 591302 0.0603535% Aurora Communications 100.009/6 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NWASE/4 International, Inc. lying north of the Sterling Highway more particularly described as Lot 1 of Aurora Vista Subdivision platted in Plat #H-96-13 153 T IS - R 13W, S.M. 7.1510 HAK # 591307 0.3345641% Kathleen McConnell 66.67% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NWASEA lying south of the Sterling Highway HAK # 591308 Jeanne Potter 33.33% 12.500°/ 153 T 1S -R 13W, S.M. 7.1510 HAK # 591307 0.3345641% Kathleen McConnell 66.67% 12.500% MIcorp Alaska, LLC 100.00% Section 7: That part of the NWASEA lying south of the Sterling Highway HAK # 591308 Jeanne Potter 33.33% 12.5001/6 162 T 1S - R 14W, S.M. 35.9800 HAK # 1035971 1.6833473% Charles E. Gates 20.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 12: Lot 2 HAK # 1035972 George A. and Patricia 2 0, 0 (r/6 12.500% Gates HAK # 1035970 James B. and Patricia 20.00% 12.500% Webster HAK # 1035974 L.R. and Katherine Lunne20.00% 12.500% HAK # 1035973 Robert L. and Carol A. 20.00°/ 12.500% Wilson Susan Dionne Paxton PA Attachment I Page 4 of 6 Last Update: 10/27/2015 61 Susan Dionne Paxton PA Attachment 1 Page 5 of 6 Last Update: 10/27/2015 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % 162 T IS - R 14W, S.M. 35.9800 HAK # 1035971 1.6833473% Charles E. Cates 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 12: Lot 2 HAK # 1035972 George A. and Patricia 20.00% 12.500% Gates HAK # 1035970 James B. and Patricia 20.00% 12.500% Webster HAK # 1035974 L.R. and Katherine Lunne20.00% 12.500% HAK # 1035973 RobertL. and Carol A. 20.00% 12.500% Wilson 162 T IS - R 14W, S.M. 35.9800 HAK # 1035971 1.6833473% Charles E. Gates 20.001% 125001/6 Hilcorp Alaska, LLC 100.00% Section 12: Lot 2 HAK # 1035972 George A. and Patricia 20.00% 12.500% Gates HAY, # 1035970 James B. and Patricia 20.00% 12.500% Webster HAK # 1035974 L.R. and Katherine Lunne20.00% 12.500% HAK # 1035973 Robert L. and Carol A. 20.00% 12.500 Wilson 162 T 1 S - R 14W, S.M. 35.9800 HAK # 1035971 1.6833473% Charles E. Gates 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 12: Lot 2 HAK # 1035972 George A. and Patricia 20.00% 12.500% Gates HAK # 1035970 James B. and Patricia 20.00% 12.500°/ Webster HAK # 1035974 L.R. and Katherine Lunne20.00% 12.500°/ HAK # 1035973 Robert L. and Carol A. 20.008/* 12.500% • Wilson Susan Dionne Paxton PA Attachment 1 Page 5 of 6 Last Update: 10/27/2015 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % 162 T IS - R 14W, S.M. 35.9300 HAK # 1035971 1.6833473% Charles E. Cates 20,00% 12.500% Hilcorp Alaska, LLC 100.00% Section 12: Lot 2 Percentage Owners PA % HAK # 1035972 George A. and Patricia 20.00°/ 12500% Gates Hilcorp Alaska, LLC 100.0000% HAK # 1035970 James B. and Patricia 20.00% 12.500% Webster HAK # 1035974 L.R. and Katherine Lunne20.00% 12.500% HAK # 1035973 Robert L. and Carol A. 20.00% 12.500% Wilson 189 T 1 S - R 13W, S.M. 9.4580 HAK # 591313 0.44249861% Avis Hardy 100.00% 12.500% Hilcorp Alaska, LLC 100.001% Section 7: That portion of the Sterling Highway Right -of -Way lying within the NWASEA Total PA Total Tract Working Interest Acreage Percentage Owners PA % 2,137.408 114.553656% Uncommitted 00000% Hilcorp Alaska, LLC 100.0000% U Susan Dionne Paxton PA Attachment 1 Page 6 of 6 Last Update: 10/27/2015 Exhibit A Ninilchik Unit Effective November 1, 2014 Working Working Tract Mineral Mineral Royalty ORRI ORRIInterest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 001 T2N-R13W 320.0000 HAK# 1035733 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 36: S/2 ADL# 384318 Department of Natural Resources 002 T2N-R12W 3,518.4500 HAK # 1030487 State of Alaska, 100.00% 12.500% Paul Craig 2.466670% Hilcorp Alaska, LLC 100.00% Section 19: All ADL # 384314 Department of Natural Section 20: Unsurveyed, all tide and Resources William Webb 1.333330% submerged lands Cook Wet Energy, LLC 1.000000% Section: 21: NW/4NE/4 & N/2NE/4NEASE/4 & NE/4NW/4 Donkel Oil and Gas LLC 0.500000% Section 28: SE/4 Hea Sun Kim 0.100000 Section 29: All tide and submerged lands Section 30: All Jessica Craig 0.100000% Section 31: Fractional 003 TIN-RI2W 3,095.5500 HAK# 1034385 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.001% Section 6: That part of the E/2 lying below ADL # 389737 Department of Natural the line of mean high tide (estimated at 30.56 Resources acres) Section 7: Fractional TIN-R13W Section l: NW/4 and W/2NE/4 and NE14NE/4 and W/2SW/4 and NE/4SW/4 004 TIN-RI3W 2,157.9900 HAK# 1031010 State of Alaska, 100.001/. 12.500% Hilcorp Alaska, LLC 100.001/6 Section 2: W/2 ADL # 384305 Department of Natural Section 3: SEA Resources Section 10: N/2 & SW/4 Section 22: Tide and submerged land Section 23: All tide and submerged land Section 27: Lot 5 and all tide and submerged lands 005 TIN-Rl3W 480.0000 HAK# 1035732 State of Alaska, 100.00% 12.500°/. Hilcorp Alaska, LLC 100.00% Section 16: E/2 & SWA ADL # 384306 Department of Natural Resources Ninilchik Unit Exhibit A Page I of 46 Last Update: 1/7/2016 • • Ninilchik Unit Exhibit A Page 2 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 006 TIN-R13W 4,625.0200 HAK# 1031008 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 20: E/2 & SW/4 ADL # 389180 Department of Natural Section 21: All Resources Section 28: All Section 29: All Section 30: E/2 & SWA Section: 31: All Section 32: All 007 TIN-R14WSection36: SEA 160.0000 HAK# 1035904 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% ADL # 390085 Department of Natural Resources 008 TIS-R14W 3,507.8400 HAK # 1031009 State of Alaska, 100.00% 12.500°/, Hilcorp Alaska, LLC 100.00°/ Section 1: All ADL # 384372 Department of Natural Section 2All Resources Section 11: All Section 12: SE/4SE/4 & All tide and submerged land 009 TIS-R14W 160.0000 HAK# 1035905 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 15:SE/4 ADL # 390105 Department of Natural Resources 010 T1 S-R13W 852.0000 HAK # 1030481 State of Alaska, 100.00% 12.500% James W. White 3.500000% Hilcorp Alaska, LLC 100.00% Section W/2SW/4 ADL# 359242 Department of Natural Section 5: All tide and submerged land Resources Tucson Ltd 3.000000% Section 6: All tide and submerged V. Paul Gavora 3.000000% land Section 7: All tide and submerged land James L. Thurman 3.000000% Oil Tis-R13W 120.0000 HAK# 1029933 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 3.0000001/6 Hilcorp Alaska, LLC 100.00% Section 7: SE/4SE/4 ADL # 388226 Department of Natural Section 8: E/2SE/4 Resources 012 TIN-R12W 59.9600 HAK# 1035902 State of Alaska, 100.00% 12.500% HilcorpAlaska, LLC 100.00% Section 5: Lot 3 & E/2SEJ4NW/4 ADL # 390363 Department of Natural Resources 013 TIN-R12W 40.0000 HAK # 1035902 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00°/ Section 7: SEANW/4 ADL # 390363 Department of Natural Resources Ninilchik Unit Exhibit A Page 2 of 46 Last Update: 1/7/2016 015 TIN-R13W 91.2100 HAK # 1034934 Bureau of Land 100.001% 12.500°/ Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Working Working Management Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 014 TIN-R13W 2.5000 HAK# 1034934 Bureau of Land 100.00% 12.500% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 14: That part of Lot 1 lying within AKA # A-024399 Management Alina L. Mendez 0050000% the southeast comer of the SEANEA (est. 2.5 Dustin D. Ealand 0.050000 Ann L. Edwards 0.350000% Mary Lynne Moellering 0.050000% acres) Charles Delaney Ealand 0.350000% 015A TIN -13W 10.2300 HAK# 1034934 Bureau of Land 100.00% 12.5008/a HilcorpAlaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 12: That part of Lot I lying in the ll Management NE/4NE/4 a/d/a Lot 1, except that part lying Dorothy Anne Dedrick 0.100000% in the S/2NE/4 Charles Delaney Ealand 0.350000% Alina L. Mendez 0.050000% II Dustin D. Ealand 0.050000% Alina L. Mendez 0.050000% Mary Lynne Moellering 0.050000% Dustin D. Ealand 0.050000 Kevin Macintosh 0.050000% 015 TIN-R13W 91.2100 HAK # 1034934 Bureau of Land 100.001% 12.500°/ Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 12: That part of Lot I lying within AKA # A-024399 Management the S/2NE/4 and Lots 2 and 3 Ann L. Edwards 0.350000% Charles Delaney Ealand 0.350000% B Dorothy Anne Dednck 0.100000% Alina L. Mendez 0050000% Dustin D. Ealand 0.050000 Mary Lynne Moellering 0.050000% Kevin Macintosh 0.050000% 015A TIN -13W 10.2300 HAK# 1034934 Bureau of Land 100.00% 12.5008/a HilcorpAlaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 12: That part of Lot I lying in the AKA # A-024399 Management NE/4NE/4 a/d/a Lot 1, except that part lying Ann L. Edwards 0.350000% in the S/2NE/4 Charles Delaney Ealand 0.350000% II Dorothy Anne Dedrick 0.100000% Alina L. Mendez 0.050000% Dustin D. Ealand 0.050000 Mary Lynne Moellering 0.050000% Kevin Macintosh 0.050000% Ninilchik Unit Exhibit A Page 3 of 46 Last Update: 1/7/2016 0 rM 01 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease# Owner Interest Percent Owner Percent Ownership Owner % 016 TIN-R13W 8.9600 HAK # 1034934 Bureau of land 100.00% 12.500% Hilcorp Alaska, LLC 3,250000% Hilcorp Alaska, LLC 100.00% Section 23: Lot 5 (4.96 acres) and that part of AKA # A-024399 Management Lot I lying in the W/2 (estimated at 4 0 acres) Ann L. Edwards 0.350000% Charles Delaney Ealand 0.350000% II Dorothy Anne Dedrick 0.100000 Alina L. Mendez 0.050000% Dustin D. Ealand 0.050000% Mary Lynne Moellering 0.050000% Kevin Macintosh 0.050000% 017 TIN-R13W 120.0000 unleased Bureau of Land 100.00% Section 34: WAWA & S/2NW/4 Management 018 T2N-R12W 400.0000 HAK # 1033481 University of Alaska 100.00% 12.500% Hilcorp Alaska, LLC 100,00% Section 21: NE/4NE/4 UA # Ninilchik Section 28: SW/4 Tract #2 Section 29: SEASEA Section 32: S/2NE/4 & NEANEA & SE/4SW/4 019 TIN-R12W 40.0000 HAK # 1033481 University of Alaska 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 6: SEANEA UA # Ninilchik Tract #2 020 TIN-R13W 150.4400 HAK# 1031002 University of Alaska 100.00% 12.500% Hilcorp Alaska, LLC 100.00% UA # Tract # 2-04 Section 33: Lot 1 Section 34: E/2SW/4 and SW/4SW/4 021 T1S-R13W 30.9100 HAK# 1033481 University of Alaska 100.00% 12.500% HilcorpAlaska, LLC 100.00% UA # Ninilchik Section 7: Lot 4 Tract #2 022 T1S-R13W 40.0000 HAK# 1031004 University of Alaska 100.00% 12.5001/6 Hilcorp Alaska, LLC 100.001/6 UA # Tract #2-05 Section 8: NE/4NE/4 023 T2N-R12W 55.0000 HAK # 1033508 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 21: That part of the CHU # C-061596 S/2NE/4NE/4SE/4 & S/2NE/4SE/4 & SEASEA lying southeasterly of and excluding the Sterling Highway Ninilchik Unit Exhibit A Page 4 of 46 Last Update: 1/7/2016 rM 01 *I Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 023A T2N-R12W 220.0000 unleased Cook Inlet Region, Inc. 100.00% Section 21: S/2NE/4 & SE/4NW/4 & NE/4SW/4 & NWASEA & W/2E/2SE/4 & SE/4NE/4SE/4 &S/2NEI4NE/4SE/4 lying northwesterly of and including the Sterling Highway 024 T2N-R12W 32.6100 HAK # 1031005 Cook Inlet Region, Inc. 100.00°/ 20.000% Hilcorp Alaska, LLC 100.00% Section 29: Lot 4 CIRI # C-061505 025 T2N-R12W 240 0000 HAK # 1031006 Cook Inlet Region, Inc. 100.00% 16.667% Hilcorp Alaska, LLC 100.00% Section 33: W/2SWA & SWANWA & CIRI # C-061510 N/2SE/4 & SE/4SE/4 026 TIN-R12W 60.0000 HAK # 1033507 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 5: SWANWA and W/2SE/4NW/4 CIRI # C-060385 027 TIN-Rl3W 1.8800 HAK # 1031005 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 22: Lot 1 CIRI # C-061505 028 TIN-R13W 50.2300 HAK# 1031005 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 27: Lots 8, 9, 11, 12, 13, 14, 15, I6, CIRI # C-061505 17, and 18 029 TIN -R13 W 1.9000 HAK # 1031005 Cook Inlet Region, Inc. 100.00% 20.000% t ilcorp Alaska, LLC 100.00°/, Section 33: Government Lot 5 CHU # C-061505 030 Tl S -R13 W 694.7800 HAK # 1031005 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% Section 4: SWANWA CHU # C-061505 Section 5: S/2SE/4 Section 7: Gov Lots 1, 2, 3, and SWANEA Section 8: SE/4NIW/4 & NW/4NE/4 & S/2NE/4 & NE/4SW/4 & S/2SW/4 & W/2SE/4 TIS-R14W Section 12: Gov Lot 1 031 TIS-R13W 163.2500 HAK# 1033507 Cook Inlet Region, Inc. 100.00% 20.000% Hilcorp Alaska, LLC 100.001/s Section 9:WAWA COLI# C-060385 Section 18: Lots 1, 2, 3, NW/4SE/4NW/4 and N/2NW/4NE/4 032 T2N-R12W 120.0000 HAK # 828033 James B Borden and 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 21: WAWA & S/2SW/4 Tammy L. Borden Ninilchik Unit Exhibit A Page 5 of 46 Last Update: (/7/2016 *I Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 033A T2N-Rl2W 2.0000 HAK # 318 Jeff L. Wells & Hilda G. 80.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 21: Lots 1 & 2, Block 1 Clam Gulch Wells & Lafton Wells Acres Subdivision, plat #86-81 unleased Jeff L. Wells & Hilda G. 20.00% Wells & Lafton Wells 033A-1 T2N-R12W 14.2600 HAK # 1033533 Estate of Lillian Nuz olese 20.00% 12.500% Hilcorp Alaska, LLC 100001% Section 21: Lots 3-5, Block l & Lots 2,3,5,7 . & 8 of Block 2 and all the dedicated streets of HAK # 1033533 Rebekah A. Chapek 20.001/6 12.500% Clam Gulch Acres Subdivision, plat #86-81 and the unsubdivided remainder of the fiAK # 1033547 Stephen Wayne Gordon 20.001/6 12.500% SWASE/4lying Southeast of the Sterling Highway HAK# 1033548 Hilda C. Untried 20.00% 12.500% unleased Marshall K. Coryell 20.00% 033B T2N-R12W 5.8900 HAK # 828033 James B Borden and 100.001/6 12.500% Hilcorp Alaska, LLC 100.001/6 Section 21: Lots6 & 7, Block 1 & Lots 11 & Tammy L. Borden 12, Block 2 of Clam Gulch Acres Subdivision, plat 986-81 033C T2N-R12W 3.6900 unleased Kelly Guy Baker 100.00% Section 21: Lots 6, 9, 10, Block 2 of Clam Gulch Acres Subdivision, plat #86-81 033D T2N-R12W 7.8400 unleased Nell Kelly 100.001/6 Section 21: The minerals underlying the right of way of the Sterling Highway as it crosses the SW/4SE/4 (est. 7.84 acres) 033E T2N-R12W 1.0000 unleased Delphine L. Chasing -Hawk 100.001/6 Section 21: Lot 1, Block 2 of Clam Gulch Acres Subdivision, plat #86-81 033F T2N-R12W 1.1000 unleased Robert E. Link & Deborah 100.00% Section 21: Lot 4, Block 2 of Clam Gulch A. Link (H&W) Acres Subdivision, plat 486-81 034 T2N-R12W 158.0000 HAK # 1031630 JWYW, LLC, a Hawaii 83.33% 12.500% Hilcorp Alaska, LLC 100.00% Section 28: N/2NW/4 & SW/4NW/4 (less the LLC 2 acre Harold A. Pederson Tract in the SE/c HAK # 1031631 Stephen Rex and Marilyn 16.67% 12.500°/ of SW/4NW/4) Section 29: SE/4NE/4 Lange (excluded tract is Tract #36 of this exhibit) 035 T2N-R12W 40.0000 HAK # 828050 Leonard A and Evelyn D 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 28: Tracts A & B of plat #794 and Keener Lots B-1 & B-2 of Plat 981-118 a/d/a SE/4NW/4 Ninilchik Unit Exhibit A Page 6 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 036 T2N-R12W 2.0000 HAK # 1033559 Harold A. & Marguerite 100.00% 12.5001/6 Hilcorp Alaska, LLC 100.00°/ Section 28: A tract beginning at the SE/c of M. Pederson the SWANW/4; TH. North 500'; TH. West 175% TH. South 500; TH. East 175' to POB. 037 T2N-R12W 160.0000 HAK # 828034 Rodney W. Andrews and 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 28: NEA Victoria H. Andrews 038 T2N-R12W 147.4500 HAK # 1031616 Mary Hawkins (deceased) 75.00°/ 11500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 2 & 3 & N/2SE/4 less a tract in the Northeastern comer of the N/2SE/4 HAK # 1031617 Richard M. Hawkins 5.00°/ 12.500% owned by Vernon Andrews and Leonard Keener (excluded tract is Tract 939 of this HAK # 1031618 Charles F. Hawkins 5 00% 12.500 exhibit) unleased Ian Hawkins, deceased 5.001/6 unleased James Hawkins 5.00% unleased Marguerite Hawkins 5.00% 039 T2N-R12W 3.6731 HAK # 828052 Leonard A and Evelyn D 50.00% 12.500% Hilcorp Alaska, LLC 100.00°/ Keener Section 29: A tract in the Northeastern HAK # 828053 Rodney W. Andrews and 50.00% 12.500 Comer of the N/2SE/4 lying North of the Victoria H. Andrews Sterling Highway 040 T2N-R12W 3.9100 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00'/ Osmar Section 29: Block 7 of Clam Gulch Park, Plat unleased Theodore L. & Ann C. 25.00% #7569 Morris unleased Thomas W. Patmor 25.00% 041 T2N-R12W 31.1100 HAK # 1031623 Per Eric & Frances L. 50.001/e 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 32: Tracts 1.6 of Tract E and the Osmar unsubdivided remainder of Tract E of T.L. HAK # 1033546 Timothy G. and Kristine 50.00% 12.500% Moms Subdivision of Tract E of Clam Gulch Moerlein Subdivision, Plat #81-06 042 T2N-R12W 22.0000 HAK # 1031623 Per Eric & Frances L. 100.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 32: The SE/4NW/4 lying Southeast Osmar of Sterling Highway, excluding the Clam Gulch Subdivision, Morris 1979 Addition Plat 479-192 ' 042A T2N-R12W 2.7940 unleased Ronald E. Russell 100.00% Section 32: Tract G of Clam Gulch Subdivision Osmar 1981 Addition, Plat 481- 51 Ninilchik Unit Exhibit A Page 7 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 043 T2N-Rl2W 2.1800 unleased Shirley Ann Grow& 100.00% Section 32: Lot 2, Clam Gulch Subdivision, Richard James Edelman Plat #90-18 044A-1 T2N-R12W 1 0000 HAK# 1033542 Donald M. & Susan R. %001% 12.500% Hilcorp Alaska, LLC 100,00% Section 32: Lots 10 & 11, Thomack Coates Subdivision, Plat #K-1575, in so far as they HAK# 1033561 William Donald & Kerry 50.00% 12.500% lie within Tract "A" of former Plat K-509 L. Reeder (h/w) (est. 1 acre) 044A-2 T2N-R12W 0.5000 HAK # 1031623 Per Eric & Frances L. 50.00°/ 12.5001/6 Hilcorp Alaska, LLC 100.00°/ Section 32: Lots 10 & 11, Thomack Osmar Subdivision, Plat #K-1575, in so far as they HAK# 1033542 Donald M. & Susan R. 50.00% 12.500% lie outside Tract "A" of former Plat K-509 Coates (est. 0.5 acre) 044AA T2N-R12W 0.8000 unleased Deborah Lee Murphy 100.00% Section 32: Lot 13A, Clam Gulch Subdivision, plat 990-28 044AB T2N-R12W 0.4600 HAK# 1033534 Lawrence & Caroline 100.00% 12.500% fbkorp Alaska, LLC 100.00% Section 32: Lot 6, Clam Gulch Subdivision, Rebischke Conley 1977 Addition, plat #78-43 044AC T2N-R12W 0.9600 HAK# 1033553 Karen Lorraine Landwehr 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 32: Lots 7 & 8, Clam Gulch Subdivision, Conley 1977 Addition, plat #78- 43 044AD T2N-R12W 0.6700 HAK# 1033534 Lawrence & Caroline 100.001% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Tract B, Clam Gulch Rebischke Subdivision, plat #K509 044AE T2N-R12W 4.0200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Mlcorp Alaska, LLC 100.00% Section 32: Lots I & 10A, Clam Gulch Osmar Subdivision No. 2, Plat 995-58 & minerals unleased Arlyn H. & June C. 50.00% under the roadbeds of Thomack Street and Thomack North Laurel Avenue 044AF T2N-R12W 0.7600 HAK# 1033561 William Donald & Kerry 50.00% 12500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 8 & 9, Thomack L. Reeder (h/w) Subdivision, Plat #K-1575 unleased Arlyn H. & June C. 50.00% Thomack 044AG T2N-Rl2W 0.5900 HAK# 1033561 William Donald & Kerry 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 7, Thomack Subdivision, Plat L. Reeder (h/w) #K-1575 unleased Sharon Nahomey 50.00% Ninilchik Unit Exhibit A Page 8 of 46 Last Update: 1/7/2016 NN orking Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 044AH-1 T2N-R12W 0.1186 HAK # 305 S.F. & Francis B. 50.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 32: Lot 4, Thomack Subdivision, Plat Rebischke #K-1575 in so far as it lies within Tract "A" HAK # 1033561 William Donald & Kerry 50.00% 12.500°/ of former plat #K-509 (est. 0.1186 acre) L. Reeder (h/w) 044AH-2 T2N-R12W 0.2372 HAK # 305 S.F. & Francis B. 50.00% 12.500% Hilcorp Alaska, LLC 10000% Section 32: Lot 4, Thomack Subdivision, Plat Rebischke #K-1575 in so far as it lies outside Tract "A" HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001/6 of former plat #K-509 (est. 0.2372 acre) Osmar • 044AH-3 T2N-R12W 0.1370 HAK # 1033561 William Donald & Kerry 50.00°/ 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 5 & 6, Thomack L. Reeder (h/w) Subdivision, Plat #K-1575 in so far as it lies unleased Arlyn H. & June C. 50.00% within Tract "A" of former plat #K-509 (est. Thomack 0.137 acre) 044AH-4 T2N-R12W 0.2372 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 5 & 6, Thomack Osmar Subdivision, Plat #K-1575 in so far as it lies unleased Arlyn H. & June C. 50.00% outside Tract "A" of former plat #K-509 (est. Thomack 0.2372 acre) 044AI T2N-R12W 3.0300 HAK # 1031623 Per Eric & Frances L. 50 00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot C-10 of Thomack Solid., Plat Osman #1502 unleased Arlyn H. & June C. 50.00°/. Thomack 044AJ T2N-R12W 0.2800 HAK # 1033545 Robert C. Johnson and 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 3, Thomack Subdivision, Plat Trustee for #K-1575 unleased Arlyn H. & June C. 50.00% Thomack 044AK T2N-Rl2W 0.5000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 2, Thomack Subdivision, Plat Osmar #K-1575 HAK # 1033551 9.1 Corporation 50. 0"/e 12.500% . 044AL T2N-R12W 1.0000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Block 6, Clam Gulch Park Osmar Subdivision, plat #75-69 unleased Ed Krueger 25.00% unleased Shelia Darling (aka Karil 25.00% Kruger) 044B-1 T2N-R12W 1.0000 HAK # 591215 Walter L. Wilson 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 12, Thomack Subdivision, Plat #K-1575, in so far as it lies within Tract HAK # 1033561 William Donald & Kerry 50.00°/ 12.500% "A" of former plat #K-509 (est. 1.0 acre) L. Reeder (h/w) Ninilchik Unit Exhibit A Page 9 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 10 of 46 Last Update: 0/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Fract Legal Description Acreage Lease 4 Owner Interest Percent Owner Percent Ownership Owner % 044B-2 T2N-Rl2W 0.4300 HAK# 591215 Walter L. Wilson 50.00% 12.500% Hilcorp Alaska, LLC 10000% Section 32: Lot 12, Thomack Subdivision, Plat #K-1575, in so far as it lies outsideTract HAK # 1031623 Per Eric & Frances L. 50.00% 12.5008/, "A" of former plat #K-509 (est. 0.43 acre) Osmar 044C-1 T2N-R12W 0.7150 HAK # 1033561 William Donald & Kerry 50.001/6 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 13, Thomack Subdivision, L. Reeder (h/w) Plat #K-1575 in so far as it lies within Tract unleased John T. Givens %00% "A" of former plat #K-509 (est. 0.715 acre) 044C-2 T2N-R12W 0.7150 HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 32: Lot 13, Thomack Subdivision, Osmar Plat #K-1575 in so far as it lies outside Tract unleased John T. Givens 50.00% "A" of former plat #K-509 (est. 0.715 acre) 044D-1 T2N-R12W 0.1000 HAK # 1033545 Robert C. Johnson and 50.00% 11500% Hilcorp Alaska, LLC 100.0(r/ Section 32: Lot 14, Thomack Subdivision, Trustee for Plat #K-1575 in so far as it lies vathin Tract HAK # 1033561 William Donald & Kerry 50.001% 12.500% "A" of former plat #K-509 (est. 0.1 acre) L. Reeder Wh ) 044D-2 T2N-RI2W 1.3300 HAK # 1031623 Per Eric & Frances L. 50.00°/ 12.500% Hilcorp Alaska, LLC 100.006/o Section 32: Lot 14, Thomack Subdivision, Osmar Plat #K-1575 in so faras it lies outside Tract HAI{ # 1033545 Robert C. Johnson and 50.00% 12.500% "A" of former plat #K-509 (est. 1.33 acre) Trustee for 044E T2N-RI2W 1.4200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Mlcorp Alaska, LLC 100.001% Section 32: Lot 15, Thomack Subdivision, Osmar Plat #K-1575 unleased Arlyn H. & June C. 50.00% Thomack 044F T2N-RI2W 1.4200 HAK # 1031623 Per Eric & Frances L 50.00% 12.500% Mlcorp Alaska, LLC 100.00% Section 32: Lot 16, Thomack Subdivision, Osmar Plat #K-1575 HAK # 1033550 Rose Moorefield 50.00% 12.500% 044G T2N-RI2W 2.5300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 32:Lot C-1, Thomack Subdivision, Osmar Plat #K-1575 & Lot 1, Clam Gulch unleased Dolores C. Sage 50.00°/ Subdivision, Conley 1977 Addition & also Lot 1 of Plat #7843 044H T2N-RI2W 1.3200 unleased Jennifer Abbou 100.00% Section 32: Lot 2 of Clam Gulch Subdivision, Conley 1977 Addition, plat #78-43 Ninilchik Unit Exhibit A Page 10 of 46 Last Update: 0/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0441 T2N-R12W 1.2600 HAK # 1033535 Timothy M. Lynch 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 3 of Clam Gulch Subdivision, Conley 1977 Addition, plat #78113 044J T2N-RI2W 1.2300 unleased Peter J. & Carolyn J. 100.00% Section 32: Lot 4 of Clam Gulch Subdivision, Crosby Conley 1977 Addition, plat #78-43 044K T2N-R12W 1.2900 unleased Brian J.Famey 100.00% Section 32: Lot 5 of Clam Gulch Subdivision, Conley 1977 Addition, plat #78-43 044L T2N-RI2W 5.2300 HAK # 317 Leonard & Juanita 50.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 32: A 5.23 acres tract described by Sabrowski Revocable metes and bounds and lying within Clam Living Trust Gulch Subdivision That certain real property HAK # 591305 James R. Sabrowski and 50.00% 12.500 situated in the Third Judicial District, Kenai Susanne E. Sabrowski Recording District, State of Alaska, within T2N, R12W, S.M., Alaska. Said property which is within the Clam Gulch Subdivision is more particularly described as beginning at the one quarter comer of Sections 29 & 32; THENCE South 379.1 feet to the West right of way of the Sterling Highway as shown on the plat of said Clam Gulch Subdivision; THENCE South 44°13' West along right of way, 10 11. 5 feet to the beginning of a curve, the center of which bears South 45°47' East 1946.3 feet; THENCE following the arc of said curve Southwesterly a distance of 200.4 feet to Comer 1, the true point of beginning of said real property; THENCE continuing Southwesterly , along the arc of said curve, a distance of 385.4 feet to Comer 2; THENCE North 65'13' West approximately 305 feet to the west one -sixteenth line of Section 32 to Comer 3; THENCE North 0°07' West approximately 130 feet to the Northwest one - sixteenth comer of Section 32 to Corner 4; THENCE West along the North one -sixteenth line of Section 32 approximately 438 feet to the line of Mean High Water of Cook Inlet to Comer 5; THENCE North 20°00' East along Mean High Water 225.8 feet to Comer 6; THENCE East 695.0 feet to Comer 7; THENCE South 45°47' East 209.3 feet to Comer 1, the point of beginning. The parcel contains 5.23 acres, more or less. Ninilchik Unit Exhibit A Page 1 I of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 12 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 044M T2N-RI2W 0.3800 HAK# 1033556 David Keith Crosby 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Tract F of Clam Gulch Subdivision, Morris 1979 Addition, plat #79- unleased Theodore L. & Ann C. 50.00% 192 Morris 044N T2N-RI2W 0.9200 HAK # 1033556 David Keith Crosby 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lots 1-3 & 1-4 of Clam Gulch Subdivision, Moms 1979 Addition, Plat #79- unleased Edna Fuller %00% 192 0440 T2N-RI2W 25.5260 HAK # 1031623 Per Eric &Frances L. 100.001/6 12.500°/. Hilcorp Alaska, LLC 100.00% Section 32: Minerals underlying the roadbed Osmar of the Sterling Highway as it passes through Clam Gulch Subdivision & underlying dedicated streets in Clam Gulch Subdivision (est. 25.562 acres) 044P T2N-RI2W 0.5500 HAK # 1033556 David Keith Crosby 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 1-B-2 of Clam Gulch Subdivision Morris 1979 Addition, plat #79- unleased Earl Carmichael 50.00% 192 044Q T2N-Rl2W 0.5200 HAK # 311 Karl and Martina 25.00°/. 12.5001/ Hilcorp Alaska, LLC 100.00% Section 32: Lot 1-B-1 of Clam Gulch Lauterbach Subdivision, Morris 1979 Addition, Plat #79- HAK # 1033556 David Keith Crosby 50.001/1 12.500% 192 unleased Theodore L. & Ann C. 25,001/6 Morris 044R T2N-RI2W 0.4000 unleased Terry A. & Theresa A. Ellis 100.00% Section 32: Triangular portion of Lot 3, Clam Gulch Subdivision, Plat #90-28 044S T2N-RI2W 0.6800 unleased Barbara A. Minich 100.00% Section 32: A 150'x 200' Tract in the N/2 of Lot 3 of Clam Gulch Subdivision, plat #90-28 044T T2N-Rl2W 0.2500 unleased Ronald E. & Audrey L. 100.001/1 • Section 32: The southeast 138.9' of Lot 3 of Russell Clam Gulch Subdivision, plat #90-28 044U T2N-RI2W 1.0000 HAK # 315 Lue Rae Erickson 100.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 32: Lot 4 & Lot 15, Clam Gulch subdivision, plat 990-28 Ninilchik Unit Exhibit A Page 12 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 13 of 46 Last Update: IM2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 044V T2N-R12W 0.4000 unleased Susan R. Cange 100.00% Section 32: Lot 5, Clam Gulch Subdivision, plat 990-28 044W T2N-R12W 0.8000 unleased Ronald E. & Audrey L. 100.00°/ Section 32: Lots 6 & 7, Clam Gulch Russell Subdivision, plat #90-28 044X T2N-R12W 0.8000 unleased John J. & Emily J. Minnick 100.00% Section 32: Lots 8 & 9, Clam Gulch . Subdivision, plat #90.28 044Y T2N-R12W 0.8000 HAK # 1033537 Richard D. Barrickman 100.001/ 12.500% Mlcorp Alaska, LLC 100.00% Section 32: Lots 10 & 11, Clam Gulch Subdivision, plat #90-28 044Z T2N-R12W 0.4000 HAK # 1033546 Timothy G. and Kristine 100.0000/1 12.5001/ Hilcorp Alaska, LLC 100.00% Section 32: Lot 12, Clam Gulch Subdivision, Moerlein plat #90-28 045A T2N-R12W 0.6300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001/1 Mlcorp Alaska, LLC 100.00% Section 29: Lot 10, Block 5, Clam Gulch Osmar Park Subdivision unleased Theodore L. & Ann C. 37.501/ Moms unleased Michael F. Harrigan 12.50% 045AA T2N-R12W 0.5100 HAK # 1031623 Per Enc & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 2, Block 3, Clam Gulch Park Osmar Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.501/1 Mortis unleased Scott Rumfield 12.50% 045AB T2N-R12W 0.9400 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Mlcorp Alaska, LLC 100.00% Section 29: Lot 3 & 4, Block 3, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 3T50% Morris unleased Sally A. Lawrence 12.50°/1 045AC T2N-Rl2W 0.5100 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 19, Block 5, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Debbie A. Hall 12.50% Ninilchik Unit Exhibit A Page 13 of 46 Last Update: IM2016 Ninilchik Unit Exhibit A Page 14 of 46 Last Update: in12016 01 01 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 045AD T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 18, Block 5, Clam Gulch Osmar Park Subdivision, plat #75.69 unleased Theodore L. & Ann C. 37.50% Morris unleased Donald R. & Debra A. 12.50% Norvell 045AE T2N-R12W 0.8800 HAK # 312 LEFFEL FAMILY TRUST 12.50% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 16 & 17, Block 5, Clam Gulch Park Subdivision, plat #75-69 HAK # 1031623 Per Eric & Frances L. 50.00% 12.5001/6 Osmar unleased Theodore L. & Ann C. 37.50°/ Morris 045AF T2N-R12W 0.8800 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 14 & 15, Block 5, Clam Osmar Gulch Park Subdivision, plat 475-69 unleased Theodore L. & Ann C. 37.50% Mortis unleased Sheila A. Graham 12.50% 045AG T2N-R12W 0.8800 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.001% Section 29: Lot 12 & 13, Block 5, Clam Osmar Gulch Park Subdivision, plat 975-69 unleased Theodore L. & Ann C. 37.50°/ Monis unleased Patricia A. Lillian & 12.50% Claralene Williams 045AH T2N-R12W 0.3900 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500°/. Hilcorp Alaska, LLC 100.00% Section 29: Lot 11, Block 5, Clam Gulch Osmar Park Subdivision, plat #7569 unleased Theodore L. & Ann C. 37.50% Monis unleased June A. Scheele, Mary L. 12.501/6 Stoltman & Nola E. Stoltman 045B T2N-R12W 0.5000 HAK# 310 Phyllis Edwards 12.50% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 9, Block 5, Clam Gulch Park Subdivision, plat 97569 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37.50% Morris Ninilchik Unit Exhibit A Page 14 of 46 Last Update: in12016 01 01 Ninilchik Unit Exhibit A Page 15 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 045C T2N-R12W 0.4600 HAK # 307 KATHLEEN J POWERS 12.50% 12,500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 8, Block 5, Clam Gulch Park Subdivision, plat #75.69 HAK # 1031623 Per Enc & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37.50% Morris 045D T2N-R12W 0.4600 HAK # 1031623 Per Enc & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 7, Block 5, Clam Gulch Park Osmar Subdivision, plat #75-69 HAK# 1033552 Blanche M. Struemke 12.501/6 12.500% • unleased Theodore L. & Ann C 37.50% Morns 045E T2N-R12W 0.4600 HAK # 304 Jack Boughton 4.17% 12.500% Hilcorp Alaska, LLC 100.00 Section 29: Lot 6, Block 5, Clam Gulch Park Subdivision, plat#75-69 HAK# 1033538 Phillip Boughton 4.17% 12.500% HAK# 1033539 Michel D. Lee 4.17% 12.500% unleased Per Eric & Frances L. 50.00% Osmar unleased Theodore L. & Ann C. 37.50% Morns 045F T2N-R12W 0.9200 HAK # 1031623 Per Enc & Frances L. 50.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 29: Lots 4 & 5, Block 5, Clam Gulch Osmar Park Subdivision, plat #K-1506 unleased Theodore L. & Ann C. 37.50% Morris unleased Sherwood Williams, Jr. & 12.50% Darlene M. Ross 045G T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 3, Block 5, Clam Gulch Park Osmar Subdivision, plat #K-1506 HAK# 1033549 Robert S. Kasavage 12.50°/ 12.500% unleased Theodore L. & Ann C. 37.50°/ Morris 045H T2N-Rl2W 0.4800 HAK # 1031623 Per Enc & Frances L. 50.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 29: Lot 1, Block 5, Clam Gulch Park Osmar Subdivision, plat #K-1506 unleased Theodore L. & Ann C. 37.50°/ Morris unleased Danny C. & Alice Eileen 12.50% Rose Ninilchik Unit Exhibit A Page 15 of 46 Last Update: 1/7/2016 045N T2N-R12W 2.3000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100,00% Section 29: Lots 8,9, 10 & 11, Block 2, Clam Osman Gulch Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Charles R. & Elizabeth J. 12.50% Hudson Ninilchik Unit Exhibit A Page 16 of 46 Last Update: 1/7/2016 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0151 T2N-R12W 0.4300 HAK At 313 Robert W. & Casina G. 12.50% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 2, Block 5, Clam Gulch Park Wilkins Subdivision, plat #K-1506 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500°/ Osmar unleased Theodore L. & Ann C. 37.50% Morris 0451 T2N-Rl2W 1.1000 HAK # 1031623 Per Eric & Frances L. 50.001/. 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 1 & 2, Block 1, Clam Gulch Osmar Park Subdivision, plat 975-69 HAK # 1033541 James L. & Doris R. 12.50% 12.500°/ . Waggoner unleased Theodore L. & Ann C. 37.50% Morris 045K T2N-R12W 1.3300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100 00% Section 29: Lots 1,2, 3, Block 2, Clam Gulch Osmar Park Subdivision, plat #75.69 unleased Theodore L. & Ann C. 37.50°/ Moms unleased Mildred A. Drum 12.50% 045L T2N-R12W 0.9200 HAK # 314 William L. & Renae 12.50°/ 12.500°/ Hilcorp Alaska, LLC 10000% Section 29: Lots 4 & 5, Block 2, Clam Gulch Denton Park Subdivision, plat #75-69 unleased Per Eric & Frances L. 50.005/6 Osman unleased Theodore L. & Ann C. 37.50°/ Morris 045M T2N-R12W 0.9200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots 6 & 7, Block 2, Clam Gulch Osmar Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Kurt Neil & Vicki L. 12.50% Nelson 045N T2N-R12W 2.3000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100,00% Section 29: Lots 8,9, 10 & 11, Block 2, Clam Osman Gulch Park Subdivision, plat #75-69 unleased Theodore L. & Ann C. 37.50% Morris unleased Charles R. & Elizabeth J. 12.50% Hudson Ninilchik Unit Exhibit A Page 16 of 46 Last Update: 1/7/2016 • • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 0450 T2N-R 12W 0.9700 HAK# 1031623 Per Eric &Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lots I & 2, Block 4, Clam Gulch Osmar Park Subdivision, plat #75.69 unleased Theodore L. & Ann C. 37.50% Morris unleased Richard Flanders 12.50% 045P T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12,500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 3, Block 4, Clam Gulch Park Osmar Subdivision, plat #7559 HAK # 1033536 Frances J. Todd 12.508/6 12.500% unleased Theodore L. & Ann C. 37.50% Morris 045Q T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 4, Block 4, Clam Gulch Park Osmar Subdivision, plat #7559 unleased Theodore L. & Ann C. 37.50% Morris unleased John W. & Marjorie L. 12.50% Williamson 045R T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 5, Block 4, Clam Gulch Park Osman Subdivision, plat 47559 unleased Theodore L. & Ann C. 37.50% Morris unleased Jean M. & Larry P. 12.50% Brooking 0455 T2N-R12W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 6, Block 4, Clam Gulch Park Osmar Subdivision, plat #7559 HAK # 1033558 Michael C. Wyatt & Daune 12.50% 12.500% Wyatt unleased Theodore L. & Ann C. 37.50% Morris 045T T2N-Rl2W 0.4600 HAK # 1031623 Per Eric & Frances L. 50.00'/e 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 7, Block 4, Clam Gulch Park Osmar Subdivision, plat 97559 unleased Theodore L. & Ann C. 37.50°/ Morris unleased Lee F. & Alice M. Hawkins 12.50% 045U T2N-R12W 0.9200 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 29: Lots 8 & 9, Block 4, Clam Gulch Osmar Park Subdivision, plat 97559 unleased Theodore L. & Ann C. 3250% Morris unleased Vernon & Mary Osborn 12.50°/ Ninilchik Unit Exhibit A Page 17 of 46 Last Update: 1/7/2016 • Ninilchik Unit Exhibit A Page 18 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 041V T2N-R12W 0.4600 HAK # 313 Robert W. & Casina G. 12.50% 12500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 10, Block 4, Clam Gulch Wilkins Park Subdivision, plat 475-69 HAK # 1031623 Per Eric & Frances L. 50.00°/ 12.500% Osmar unleased Theodore L. & Ann C. 37.50% Morris 045W T2N-R12W 1.1300 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500°/. Hilcorp Alaska, LLC 100.00°/ Section 29: Lots 11 & 12, Block 4, Clam Osmar Gulch Park Subdivision, plat 975-69 unleased Theodore L. & Ann C. 37.50% • Morris unleased Theodore Paullas 12.50% 045X T2N-R12W 10000 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Hilcorp Alaska, LLC 100.001/. Section 29: Mineral interest in dedicated Osmar roads and easements in Clam Gulch Park unleased Theodore L. & Ann C. 37.501/6 Subdivision, plat #75-69 Morris unleased Donald F. & Verona G. 12.50% Smith 045Y T2N-R12W 12.0350 HAK # 1031623 Per Eric & Frances L. 50.00°/ 12.500% Hilcorp Alaska, LLC 10000 Section 29: Minerals underlying the Sterling Osmar Highway right-of-way as it passes through unleased Theodore L. & Ann C. 50.00'/ Clam Gulch Park Subdivision, plat #75-69 Morris 045Z T2N-R12W 0.4700 HAK# 308 Regina A. & Joe M. Miller 12.50% 12.500% Hilcorp Alaska, LLC 100.00% Section 29: Lot 1, Block 3, Clam Gulch Park Subdivision, plat #75-69 HAK # 1031623 Per Eric & Frances L. 50.00% 12.500% Osmar unleased Theodore L. & Ann C. 37.50°/ Morris 046 T2N-R12W 128.0500 HAK # 1031633 Shelle K. Leman 33.33% 12.500% Hilcorp Alaska, LLC 100.00% Section 32: Lot 3 and SW/4SW/4 HAK# 1031633 Stephen S. Webb 33.33% 12.500% TIN-R12W Section 6: All of Lot 1, less HAK # 1031633 Susan L. Steinbach 33.33% 12.5001/6 • and except that part lying to the south and east of the Sterling Highway a part of which is described as Lots 1-7 of the Webb Tracts 1974 Subdivision (Plat #H74-1724) Ninilchik Unit Exhibit A Page 18 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 047 TIN-R12W 41 0000 11AK9 1031614 Dorothy Marie Wallner 12.50% 12.500% Hilcorp Alaska, LLC 10000% Section 5: Lot 4 Section 6: Tract #1 of Udelhoven Subdivision HAK # 1034912 Joann Steik Section 6: All of Lot I lying to the south and HAK # 1031614 Marjorie A. Houser 12.50% 12.500 east of the Sterling Highway HAK # 1034912 HAK# 1031614 Ruth A. Wallner Creech 12.50% 12.500% HAK # 1031614 William H. Wallner 12.50% 12.500% 12.500 unleased Heirs of Helen L. Magionos 50.00% Dawn M. Dutton 048 TIN-R12W 2.6690 HAK # 1034912 Brigitte Thebaut 16.67% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 6: Tract #1 of Udelhoven Subdivision HAK # 1034912 Joann Steik 16.67% 12.500% (Plat #H77-70), a part of govemment Lot 2 HAK # 1034912 Shirley 1. Cox 16.67% 12.500% HAK# 1034912 Ann Marie Davis 8.33% 12.500 HAK # 1034912 Dawn M. Dutton 8.33% 12.500°/ HAK# 1034912 JenniferLinann 8.33% 12.500% Wiederspohn HAK # 1034912 Jesse Udelhoven 8.33% 12.500% HAK # 1034912 Sandra K Udelhoven- 8.33% 12.500°/ Taylor HAK # 1034912 Hanna Koger Udelhoven 4.17% 12.500 HAK # 1034912 Miranda Marilyn 4.17% 12.500% Udelhoven Ninilchik Unit Exhibit A Page 19 of 46 Last Update: 1/7/2016 C7 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 049 TIN-R12W 29.9510 HAK 9 1034912 James Udelhoven 25.00% 12500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: Tracts 2, 3, 5, 6 and 7 of Udelhoven Subdivision (Plat #H77-70), a HAK # 1034912 Brigitte Thebaut 16.67% 12.500% part of government Lot 2, less that part of Tracts 2 and 3 lying outside the SWANEA HAK # 1034912 Joann Steik 16.67% 12.500 and also any mineral rights lying under the roadbed of the Sterling Highway right-of-way HAK # 1034912 Shirley J. Cox 16.67% 12.500% HAK # 1034912 Ann Marie Davis 4.17% 12.5001/. HAK # 1034912 Dawn M. Dutton 4.17% 12.500°/ HAK # 1034912 Jennifer Linann 4.17% 12.500 Wiederspohn HAK # 1034912 Jesse Udelhoven 4.17% 12.500% HAK # 1034912 Sandra K. Udelhoven- 4.17% 12.5001/6 Taylor HAK # 1034912 Hanna Koger Udelhoven 2.08% 12.500% HAK# 1034912 Miranda Marilyn 2.08% 12.500% Udelhoven 049A TIN-Rl2W 2.0000 HAK # 1034912 James Udelhoven 25.001/6 12.500°/ Hilcorp Alaska, LLC 100.00% Section 6: That part of Tracts 2 and 3 lying outside the SWANE/4 HAK # 1034912 Brigitte Thebaut 16.67% 12.500°/, HAK # 1034912 Joann Steik 16.67% 12.500 HAK # 1034912 Shirley J. Cox 16.67% 12.500% HAK # 1034912 Ann Marie Davis 4.17% 12.500% HAK # 1034912 Dawn M. Dutton 4.17% 12.500% HAK# 1034912 Jennifer Linann 4.17% 12.500% Wiederspohn HAK # 1034912 Jesse Udelhoven 4.17% 12.500% HAK # 1034912 Sandra K. Udelhoven- 4.17% 12.500% Taylor HAK # 1034912 Hanna Koger Udelhoven 208% 12.500% HAK # 1034912 Miranda Marilyn 2.08% 12.500% Udelhoven Ninilchik Unit Exhibit A Page 20 of 46 Last Update: 1/7/2016 • • Ninilchik Unit Exhibit A Page 21 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract "Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 050 TIN-R12W 3.6200 HAK# 1034912 Jennifer Linann 50.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp .Alaska, LLC 100.00% Section 6: That part of Tract 4 of Udelhoven Wiederspohn Subdivision lying within the SW/4NE/4 HAK # 1034912 Brigitte Thebaut 16.67% 12.5000/, HAK# 1034912 Joann Steik 16.67% 12.500% HAK # 1034912 Shirley J. Cox 16.67% 12.500% 050A TIN-R12W 2.6700 HAK # 1034912 Jennifer Linann 50.00°/ 12.500% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 6: That part of Tract 4 of Udelhoven Wiederspohn Subdivision lying outside the SWANEA HAK # 1034912 Brigitte Thebaut 16.67% 12.500% HAK# 1034912 Joann Steik 16.67% 12.500% HAK # 1034912 Shirley J. Cox 16.67% 12.500% 051 TIN-R12W 0.9100 HAK# 1034850 E. W. Vanderbilt 100.00% 12.5001/6 Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That portion of the north 165' of (Margaret Vanderbilt Lvg the N/2SE/4 of section 6 -1N -12W lying west Trust) of the Sterling Highway 0� 1 A TIN-R12W 2.3400 HAK # 1034850 E. W. Vanderbilt 100.00% 12.500% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 6: The North 165' of GLO Lot 3 (Margaret Vanderbilt Lvg Trust) 052 TIN-R12W 58.0000 HAK # 1033560 Harold A. & Marguerite 10000% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 6: That part of N/2SE/4 lying east of M. Pederson Sterling Highway 053 TIN-R12W 21.0900 HAK # 1034913 Harold Lee & Diane R. 100.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of N/2SE/4 lying west of Pederson Sterling Highway, less the north 165' thereof 053A TIN-R12W 28.9000 HAK # 1034913 Harold Lee & Diane R. 100.00% 12.500% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Section 6: Lot 3 except the North 165' thereof Pederson 054 TIN-Rl2W 2.6600 HAK# 1034911 Roberta A. Kizer 2500% 12.500% Hileorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: Block 3, Lot 2 of Clarnmers Haven Subdivision platted in Plat #H-76-62, HAK # 1034911 Charles Weyhaupt 18.75% 12.500% a part of S/2SE/4 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% Ninilchik Unit Exhibit A Page 21 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 22 of 46 Last Update: 1/7/2016 • ,7 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 055 TIN-R12W 2.8800 HAK # 1034911 David William Petty 25.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.008/1 Section 6: Block2, Lot 4 of Clammers Haven Subdivision platted in Plat #H-76-62, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE14 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK# 1034911 James Reinhardt 18.75% 12500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 056 TIN-R12W 18.6100 HAK # 1034911 Charles Weyhaupt 18.75% 12.500°/ Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.001/6 Section 6: Block2, Lots 2, 3, 5, 6, 7 and Block 3, Lots 1, 3 and 4 and Block 4, Lots 1 HAK # 1034911 David Weyhaupt 18.75% 12.500% and 2, and Block 5, Lots 2 and 3 of Clamrners Haven Subdivision platted in Plat BAK # 1034911 James Reinhardt 18.75% 12500% #H-76-62 and that part of Block I, Lots 13- 16 (inclusive) lying in the SWASE/ HAK # 1034911 Thomas Weyhaupt 18.75% 12500% HAK # 1034911 Norma Jeanne Nichols 16.67% 12.500% HAK# 1034911 Walter G. Williams 8.33% 12.500% 057 TIN-R12W 3.1600 HAK# 1034911 Shawna A. Roney 25.00% 12.500% Hilcmp Alaska, LLC 6.500000°/ Hilcorp Alaska, LLC 100.00°/ Section 6: Block5, Lot 5 of Clammers Haven Subdivision platted in Plat #H-76-62, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE/4 HAK4 1034911 David Weyhaupt 18.75% 12.500°/ HAK# 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 058 TIN-R12W 3.5900 HAK # 1034911 Andrea Gregory 25.00% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: BlockS, Lot 4 of Clammem Haven Subdivision platted in Plat #H-76-62, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE14 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500°/ HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% Ninilchik Unit Exhibit A Page 22 of 46 Last Update: 1/7/2016 • ,7 Ninilchik Unit Exhibit A Page 23 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 059 TIN-R12W 2.9400 HAK# 1034911 Charles Weyhaupt 18.75% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 10000% Section 6: Block2, Lot 1 of Clammers Haven Subdivision platted in Plat 914-76-62, a part HAK # 1034911 David Weyhaupt 18.75% 12.500% of S/2SE/4 HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% HAK # 1034911 Jens H. and Anneline Hansen 12.50% 12.500% HAK # 1034911 Veray H. Matthews 12.50% 12.500 060 TIN-R12W 2,9000 HAK # 1034911 John Stallone, Jr. 25.00% 12.500% Hilcorp Alaska, LLC 6.500000°/ Hilcorp Alaska, LLC 100.00% Section 6: Block2, Lot 8 of Clammers Haven Subdivision platted in Plat 9H-76-62, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500°/ of S/2SE/4 HAK # 1034911 David Weyhaupt 18.75% 12.500°/ HAK# 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 061 TIN-R12W 3.2600 HAK # 1034911 Dennis Hedman 25.00°/. 12.500% Hilcorp Alaska, LLC 6500000°/ Hilcorp Alaska, LLC 100.00% Section 6: Block5, Lot I ofClammers Haven Subdivision platted in Plat #H-76-62, a part HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of S/2SE/4 HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% 062 TIN-R12W 34.9900 HAK# 1034911 Charles Weyhaupt 18.75% 12.500% Hilcorp Alaska, LLC 6.500000°/ Hilcorp Alaska, LLC 100.001/6 Section 6: That part of government Lot 4 lying in the SE/4SW/4, less Block 1, Lot 9 HAK # 1034911 David Weyhaupt 18.75% 12.500 and Block 2, Lots 3 and 4 of Clammers Haven Addition No. I as platted in plat #H- HAK # 1034911 James Reinhardt 18.75% 12.5001/6 . 78-25 a/d/a That part of Block 1, Lot 4 and that part of Block 2 Lot 1 lying in the HAK # 1034911 Thomas Weyhaupt 18.75% 12.500% SE/4SW/4 and all of Block 1, Lots 5-8 (inclusive) and 10-16 (inclusive) and Block HAK # 1034911 Norma Jeanne Nichols 16.67% 12.500% 2, Lots 2, 5 and 6 and any interest in road HAK # 1034911 Walter G. Williams 8.33% 12.500% ways and easements dedicated to public use in the Clammers Haven Addition No. 1 as platted in plat # H-78-25 Ninilchik Unit Exhibit A Page 23 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 24 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 062A TIN-R12W,S.M. 12.1100 HAK# 1034911 Charles Weyhaupt 18.75% 12.500% Hilcorp Alaska, LLC 3.250000% Hilcorp Alaska, LLC 100.00% Sec 6: Those parts of Clammers Haven Addition No.I (plat H-78-25), described as HAK # 1034911 David Weyhaupt 18.75% 12.500% all of Block 1, Lot 2 and those parts of Block 1 , Lot 4 lying outside the SE14S W/4 AND HAK # 1034911 James Reinhardt 18.75% 12.500% those parts of Block 2, Lot 1 lying outside the SE14SW/4 and all minerals underlying HAK # 1034911 Thomas Weyhaupt 18.75% 12.500% dedicated roads and easements lying outside the SE/4SW/4 (a part of GLO Lot 4) HAK # 1034911 Norma Jeanne Nichols 16.67% 12.500 HAK# 1034911 Walter G. Williams 8.33% 12.500% 0 062B TIN-R12W, S.M. 4.4600 HAK # 1034911 Edward C. and Myong C. 25.00% 12.500% Hilcorp Alaska, LLC 3.2500001/6 Hilcorp Alaska, LLC 100.00% Sec 6: Those parts of Clammers Haven Greene Addition No.I (plat H-78-25), described as HAK # 1034911 Charles Weyhaupt 18.75% 12.510°/ all of Block 1, Lot I (a part of GLO Lot 4) HAK# 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK # 1034911 Thomas Weyhwpt 18.75% 12.500°/. 062C TIN-R12W, S.M. 2,9900 HAK # 1034911 Keith C. and Flora D. 25.00% 12.500% Hilcorp Alaska, LLC 3250000% Hilcorp Alaska, LLC 100.00% Sec 6: Those parts of Clammers Haven Lovejoy Addition No.1 (plat H-78-25), described as HAK # 1034911 Charles Weyhaupt 18.75% 12.500 all of Block 1, Lot 3 (a part of GLO Lot 4) HAY# 1034911 David Weyhaupt 18.75% 12.510% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK # 1034911 Thomas Weyhaupt 18.75% 12.500°/ 063 TIN-R12W 1.7000 HAK # 1034911 Michael and Marjorie Barry 25.00% 12.500°/. Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of Government Lot 4 more particularly described as Block 2, Lot 4 HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of Clammers Haven Addition No. 1, as platted in plat # H-78-25 HAK # 1034911 David Weyhaupt 18.75% 12.500 HAK# 1034911 James Reinhardt 18.75% 12.5001/6 HAK# 1034911 Thomas Weyhaupt 18.75% 12.500% Ninilchik Unit Exhibit A Page 24 of 46 Last Update: 1/7/2016 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 064 TIN-R12W 1.7400 HAK # 1034911 Michael and Marjorie Barry 25.001% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of Government Lot 4 more particularly described as Block 2, Lot 3 HAK # 1034911 Charles Weyhaupt 18.75% 12.500% of Clammers Haven Addition No. 1, as platted in plat # H-78-25 HAK # 1034911 David Weyhaupt 18.75% 12.500% HAK # 1034911 James Reinhardt 18.75% 12.500% HAK # 1034911 Thomas Weyhaupt 18.75% 12.500% 065 TIN-R12W 1.5700 HAK# 1034911 Charles Weyhaupt 18.75% 12.500% Hilcorp Alaska, LLC 6.500000% Hilcorp Alaska, LLC 100.00% Section 6: That part of Government Lot 4 more particularly described as Block 1, Lot 9 HAK # 1034911 David Weyhaupt 18.75% 12.5001/6 of Clammers Haven Addition No. 1, as platted in plat # H-78-25 HAK # 1034911 James Reinhardt 18.75% 12.500% HAK h! 1034911 Thomas Weyhaupt 18.75% 12.500% HAK # 1034911 Corey Kruse 12.50% 12.500% HAK # 1034911 James Kruse 12.501/6 12.500% 066 TIN-R12W 103.4660 HAK# 1031611 Emil & Frances Bartolowits 100.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 7: Government Lots 1 and 2 and the NE/4NW/4, less and except Lots 7, 9, 10, 12, 14 and 15 of Falls Creek Ridge 1978 Subdivision (Plat #H78-23 replatted #H78- 71), a part of government Lot 2 067 TIN-R12W 4.0300 HAK # 591276 James A. and Theresa L. 100.00% 12.5000/6 Hilcorp Alaska, ILC 100.00% Section 7: Lots 7 and 10 of Falls Creek Wilson Ridge 1978 Subdivision (Plat #H78-23 replatted #H78-71), a part of government Lot 2 068 TIN-R12W 4.0280 HAK # 1033555 Richard S. Bartolowits 100.001/e 12.500% Hilcorp Alaska, LLC 100.001/6 Section 7: Lots 9 and 12 of Falls Creek Ridge 1978 Subdivision (Plat #H78-23 replatted #H78-71), a part of government Lot 2 069 TIN-R12W 2.0280 HAK # 1031350 Paul D. and LaRae A. 100.001% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: Lot 14 of Falls Creek Ridge 1978 Bartolowits Subdivision (Plat #H78-23 replatted #H78- 71), a part of government Lot 2 Ninilchik Unit Exhibit A Page 25 of 46 Last Update: 1/7/2016 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner 070 TIN-R12W 2.0260 HAK # 1031612 Paul D. and LaRae A. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section T Lot 15 of Falls Creek Ridge 1978 Bartolowits Subdivision (Plat #H78-23 replatted #H78- 71), a part of govemment Lot 2 071 TIN-RI3W 120.0000 HAK# 1031606 James M. Rusk 12.50°/ 12500% Hilcorp Alaska, LLC 100.00% Section 12: E/2SE/4 and SW/4SE14 HAK # 1031606 Margaret Calder 12.50% 12.500% BAK # 1031606 Marybeth Jackson 12.50% 12.500°/ . HAK # 1031606 Michelle Jean McCartan 12.50% 12.500% HAK # 1031607 Adair Properties, LLC 25.00% 12.500% HAK # 1031607 L.S. Kurtz 25.00% 12.500% 072 TIN-Rl3W 110.7200 HAK# 1031632 Marion Oskolkoff 100.001/6 12.500% HilcorpAlaska, LLC 100.00% Section 23: Lot 2 and Lot 6 and SE/4SW/4 073 TIN-R13W 10.3100 unleased Faye L. Woodhead 100.00% Section 23: A part of Government Lot 4 described as Tracts A and E of the Woodhead Subdivision platted in Plat #H-83-110 074 TIN-R13W 7.9400 unleased Robert N. Woodhead and 100.00% Section 23: A part of Government Lot 4 Kathleen J. Woodhead described as Tract B of the Woodhead (H&W) Subdivision platted in Plat #14-83-110 075 TIN-R13W 8.6100 unleased Terry Lee Woodhead 100.00% Section 23: Apart of Government Let 4 described as Tract C of the Woodhead Subdivision platted in Plat 911-83-110 076 TIN-R13W 7.7300 unleased Dale Wayne Woodhead 100.00% Section 23: A part of Government Lot 4 described as Tract D of the Woodhead Subdivision platted in Plat #14-83-110 077 TIN-R13W I.000o unleased James H. Mead and Muriel 100.00% Section 27: That portion of US Goverenment R. Mead Lot 6 lying in the North Half of the Northeast Quarter of the Nottheast Quarter (N2NE,4NE4) in the Homer Recording District, Third Judicial District, State of Alaska'. Ninilchik Unit Exhibit A Page 26 of 46 Last Update: 1/7/2016 Nmilchik Unit Exhibit A Page 27 of 46 Last Update: 1/7/2016 • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 078 TIN-R13W 18.5600 HAK# 1031602 Pamela Vantress Living 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: That part of Lot 6 lying within Trust the S/2NE/4NE/4 a/d/a S/2NE/4NE/4 HAK # 1031602 Paula Lee Honchen Living 50.00% 12.500% Trust 079 TIN-R13W 55.5500 HAK# 321 Anne Elizabeth Milner 33.33% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Lot 7 HAK# 321 Brian Alfred Milner 33.33% 12.500% HAK # 321 Maureen Elizabeth Milner 33.33% 12.500% 080 TIN-R13W 46.8440 HAK# 1031599 Janet M. Clucas 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Lot 10 and NEASEA, except Tract A, Tract B and Tract C of Corea Bend HAK # 1031599 Judith A. Johnson 20.00% 12.500% Subdivision #2, plat #9941 HAK# 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% 080A TIN-R13W 6.8910 HAK# 1031599 Marta Denise, Javan 40.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Tract B I of Corea Bend Wayne and Alana Camille Subdivision #3, plat #2003-53 Simpson HAK # 1031599 Janet M. Clucas 20.00% 12.500% HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500% 080B TIN-R13W 4.9980 HAK # 1031599 Janet M. Clucas 20.001% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Tract Al of Corea Bend Subdivision #3, plat #2007-116 HAK # 1031599 Judith A. Johnson 20.00% 12.500% HAK# 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00°/ 12.500°/ HAK # 1031599 Rohit Butail and Alica 20.00°/ 12.5001/6 Mae Ogren Nmilchik Unit Exhibit A Page 27 of 46 Last Update: 1/7/2016 • Tract Tract Legal Description Tract Acreage Lease # Mineral Owner Mineral Interest Royalty ORRI Percent Owner Working ORRI Interest Percent Ownership Working Interest Owner % 080C TIN-R13W 10.5370 HAK# 1031599 Dennis K. and Martha E. 20.00% 12.500% HilcorpAlaska, LLC 100.00% of Corea Bend Subdivision #4, plat 92007- Section 27: Tract C of Corea Bend Ogren 116 HAK # 1031599 Kathleen M. Wallace 20.00% Subdivision #2, plat 99941 HAK # 1031599 Janet M. Clucas 20.00% 12.500 12.500% HAK # 1031599 Ogren 2013 Family Trust HAK # 1031599 Judith A. Johnson 20.00% 12.500 Janet M. and Robert C. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: That part of the SEl/SE 1/4 lying HAK# 1031599 Mita Louise Blossom 20:00% 12.500% east of the Sterling Highway right-of-way HAK # 591309 Kathleen M. Wallace 20.00% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% 20.00% 12.500% • 080D TIN-R13W 11.1690 HAK # 1031599 Ogren 2013 Family Trust 40.00% 12.500% Hilcorp Alaska, LLC 100.00% 20.00% Section 27: Tract B -2A of Corea Bend Subdivision #4, plat #2007-116 except Tract HAK # 1031599 Janet M. Clucas 20.00% 12.500% A of Corea Bend Subdivision 42, plat #99-41 HAK # 1031599 Kathleen M. Wallace 20.00 % 12.500% HAK # 1031599 Mita Louise Blossom 20.00°/ 12.500% 080E TIN-R13W 5.0020 HAK# 1031599 Janet M. Clucas 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: Tract A of Corea Bend Subdivision #2, plat #99-41 except Tract Al HAK # 1031599 Judith A. Johnson 20.00% 12.500% of Corea Bend Subdivision #4, plat 92007- 116 HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mita Louise Blossom 20.00% 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% 081 TIN-R13W 7.0000 HAK # 31 Janet M. and Robert C. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: That part of the SEl/SE 1/4 lying Clucas east of the Sterling Highway right-of-way HAK # 591309 Kathleen M. Wallace 20.00% 12.500% HAK # 591310 Judith A and Brent Johnson 20.00% 12.500% HAK # 591311 Mitzi Louise Blossom 20.00% 12.500% HAK # 591312 Ogren 2013 Family Trust 20.00% 12.500% • Ninilchik Unit Exhibit A Page 28 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 29 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease 4 Owner Interest Percent Owner Percent Ownership Owner % 082 TIN-R13W 7.9880 HAK# 1031599 Janet M.Clucas 20.00°/ 12.500% Hilcorp Alaska, LLC 100.001/6 Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described HAK # 1031599 Judith A. Johnson 20.001/. 12.5001/6 as Lots 1, 2, 3 and 4 of the Corea Bend Subdivision (platted as Plat #H85-15) HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00°/ 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% • 083 TIN-Rl3W 2.7550 HAK # 1031599 Joseph R. and Grail M. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north Alcantra and west of the Sterling Highway described as Lots 5 and 6 of the Corea Bend Subdivision (platted as Plat 4H85-15) 084 TIN-R13W 1.0580 HAK # 1031599 Robert L. Yates 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 7 of the Corea Bend Subdivision (platted as Plat #H85-15) 085 TIN-Rl3 W 1.0840 HAK # 1031599 Evelyn C. and James L. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north Smith and west of the Sterling Highway described as Lot 8 of the Corea Bend Subdivision (platted w Plat 41185-15) 086 TIN-Rl3W 1.4350 unleased Alfred L. and Clara M. 100.00% Section 27: A part of the S/2SE/4 lying north James and west of the Sterling Highway described as Lot 9 of the Corea Bend Subdivision (platted as Plat #H85-15) 087 TIN-R13W 1.0070 HAK # 1031599 Les and Marcy Lauinger 100.006/* 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 10 of the Corea Bend Subdivision (platted as Plat 41185-15) 088 TIN-R13W 1.0260 HAK# 591264 James S. and Veronica T. 100.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north Crain and west of the Sterling Highway described as Lot i l of the Corea Bend Subdivision (platted as Plat #1185-15) Ninilchik Unit Exhibit A Page 29 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 30 of 46 Last Update: (/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 089A TIN-R13W 1.0190 unleased Elizabeth Jackson 100.00% Section 27: A part of the S/2SE/4 lying north Revocable Trust and west of the Sterling Highway described as Lots 12 of the Corea Bend Subdivision (platted as Plat 91-185-15) 089B TIN-R13W 1.5530 unleased Ferguson Revocable Trust 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lots 13 ofthe Corea Bend Subdivision • (platted as Plat 91185-15) 090 TIN-Rl3W 1.0410 HAK# 1031636 James and Christine 100.00•/ 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north Kenshalo and west of the Sterling Highway described as Lot 14 of the Corea Bend Subdivision (platted as Plat #1185-15) 091 TIN-Rl3W 1.2530 unleased Michael D. and Cynthia A. 100.00% Section 27: A part of the S/2SE/4 lying north Massey and west of the Sterling Highway described as Lot 15 of the Corea Bend Subdivision (planed as Plat #H85-15) 092 TIN-Rl3W 1.3560 unleased Wayne and Paula Bumpus 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 16 of the Corea Bend Subdivision (planed as Plat #H85-15) 093 TIN-R13W 2.6000 HAK# 1031599 Janet M.Clucas 20.00% 12.500% Hilcorp Alaska, LLC 10000% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described HAK # 1031599 Judith A. Johnson 20.00% 12.500% as Lots 17 and 18 of the Corea Bend Subdivision (platted as Plat #H85-15) HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% HAK # 1031599 Mitzi Louise Blossom 20.00% 12.5001/6 HAK # 1031599 Ogren 2013 Family Trust 20.001/. 12.5001/6 . 094 TIN-R13W 1.1230 HAK# 1031599 Monte G.Krull,St. 100.001/6 12500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lot 19 of the Corea Bend Subdivision (platted as Plat #1185-15) Ninilchik Unit Exhibit A Page 30 of 46 Last Update: (/7/2016 Ninilchik Unit Exhibit A - Page 31 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 095 TIN-R13W 1 .1580 HAK k 1031636 James and Christine 100.00% 12.500% Hilcorp Alaska, LLC 10000% Section 27: A part of the S/2SE/4 lying north Kenshalo and west of the Sterling Highway described as Lot 20 of the Corea Bend Subdivision (platted as Plat #H85-15) 096A TIN-R13W 2.1660 HAK# 1031599 Ferguson Revocable Trust 100.00% 12.500% HilcorpAlaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lots 21 and 22 of the Corea Bend . Subdivision (platted as Plat 41185-15) 096B TIN-R13W 1.0190 HAK # 1031599 Jodie A. Wilson 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SE/4 lying north and west of the Sterling Highway described as Lots 23 of the Corea Bend Subdivision (platted as Plat #H85-15) 097 TIN-R13W 1.1800 HAK# 1031599 Janet M.Clucas 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 27: A part of the S/2SEJ4 lying north and west of the Sterling Highway described HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% as Lot 24 of the Corea Bend Subdivision (platted as Plat #H85-15) HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% HAK # 1031599 Tammy Lee Crain 20.00% 12.500% 098 TIN-R13W 41.1490 HAK# 1031599 Janet M.Clucas 20.00% 12.500% HilcorpAlaska, LLC 100.00% Section 27: All of the S/2SE/4 except Lots I - 24, inclusive of Corea Bend Subdivision HAK # 1031599 Judith A. Johnson 20.00% 12.500% (platted as Plat #14-85-15) and except the SEASEA lying east of the Sterling Highway HAK # 1031599 Kathleen M. Wallace 20.00% 12.500% right -of --way. HAK # 1031599 Mitzi Louise Blossom 20.00% 12.500% HAK # 1031599 Ogren 2013 Family Trust 20.00% 12.500% 099 TIN-R13W 81.7600 HAK # 1031600 Tracy and Lois Jones 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: That part of Government Lots 3 and 4 and the SEASEA lying east of Sterling HAK # 1031603 Michael and Deborah Russ 48.00°/ 12.500% Highway unleased Basil S Bolstridge 1.00% unleased Gaylord O. Smith & Luella 1.00% Smith Ninilchik Unit Exhibit A - Page 31 of 46 Last Update: 1/7/2016 Nimlchik Unit Exhibit A Page 32 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner% 100 TIN-R13W 2.0800 HAK# 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling unleased David James Tyner 50.00% Highway more particularly described as Lots unleased Basil S Bolstridge 1.001/6 1 and 2 of Seaside Terrace, platted in Plat unleased Gaylord O. Smith & Luella 1.00 #H82-101, replatted as Lot IA in Plat 91189-5 Smith 101 TIN-R13W 9.3300 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling unleased Alaska Trust Company, 50.00% Highway more particularly described as Lots trustee of the Elisabeth 3, 4 and 5 of Seaside Terrace, platted in Plat Anne Cole Charitable #H82-101 Remainder Annuity Trust unleased Basil S Bolstridge 100% unleased Gaylord O. Smith & Luella 1001/6 Smith 102 TIN-R13W 2.9400 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SE/4SE/4lying west of the Sterling unleased Daniel A. Rock 12.50°/ Highway more particularly described as Lot 6 unleased Sandra J. Rock 12.50% of Seaside Terrace, platted in Plat #1182-101 unleased Sherri L. Rock 12.50% unleased Timothy D. Rock 12.50% unleased Basil S Bolstridge 1.00% unleased Gaylord O. Smith & Luella 1.00°/ Smith 103 TIN-R13W 1.9200 HAK# 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Govemment Lots 3 and 4 and SEASE/4 lying west of the Sterling unleased John S. Davis & Marsha 50.00% Highway more particularly described as Lot 7 D. Davis (H&W) of Seaside Terrace, platted in Plat #H82-101 unleased Basil S Bolstridge 1.001/6 unleased Gaylord O. Smith & Luella 1.00% Smith 104 TIN-RI3W 4.6700 HAK # 1031603 Michael and Deborah Russ 48.008/o 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling unleased Norman E. Seitz & Linda 50.00% Highway more particularly described as Lot 8 L. Seitz (H&W) of Seaside Terrace, platted in Plat #H82-101 unleased Basil S Bolstridge 1.001/. unleased Gaylord O. Smith & Luella 1.00% Smith Nimlchik Unit Exhibit A Page 32 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 105 TIN-ROWSection 33: Apart of 5.2800 HAK # 1031603 Michael and Deborah Russ 48.00°/ 12500% Hilcorp Alaska, LLC 100.00% Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling Highway more unleased Kallie R. Mousaw 50.00% particularly described as Lot 9 of Seaside unleased Basil S Bolstridge 1.00% Terrace, platted in Plat #H82-101 unleased Gaylord O. Smith & Luella 1.00% Smith 106 TIN-R13W 2.5700 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00°/ Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling unleased Kenneth W. Bartley 33.33% 0 Highway more particularly described as Lot unleased Patrick M. Davis 16.67% 10 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 and the minerals underlying Seaside Court unleased Gaylord O. Smith & Luella 100% Smith 107 TIN-R13W 25400 HAK# 591266 James E. and Susan E. %00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and Troutman 4 and SE/4SE/4 lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12.5001/6 Highway more particularly described as Lot 1 I of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.001/6 101 unleased Gaylord O. Smith & Luella I.00 % Smith 108 TIN-R13W 2.5100 HAK # 1031603 Michael and Deborah Russ 48.00% 12.507/ Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling unleased Warren S. Togni and Pat 50.00% Highway more particularly described as Lot C. Togni 12 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge I.00 101 unleased Gaylord O. Smith & Luella 1.00% Smith 109 TIN-R13W 2.1300 HAK # 591270 Robert and Susan 50.07/ 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and Hundredmark 4 and SEASE/4 lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Highway more particularly described as Lot 13 of Seaside Terrace, platted in Plat #1482- unleased Basil S Bolstridge 100% 101 unleased Gaylord O. Smith & Luella 1.00% Smith 110 TIN-R13W 1.8700 HAK # 1031603 Michael and Deborah Russ 48.07/ 12.500% Hilcorp Alaska, LLC 100.07/ Section 33: A part of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling unleased Francis D. Walter and %00 Highway more particularly described as Lot Sheryl M. Walter 14 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.07/0 101 unleased Gaylord O. Smith & Luella 1.00% Smith Ninilchik Unit Exhibit A Page 33 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 34 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 111 TIN-R13W 5.3000 HAK# 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEASE/4lying west of the Sterling HAK # 1033554 Ann Van Dom Musarra 50.00% 12.500% Highway more particularly described as Lou and Charles A. Musarm 15 & 16 of Seaside Terrace, platted in Plat unleased Basil S Bolstridge 1.00% 4H82-101 unleased Gaylord O. Smith & Luella 1.00% Smith 112A TIN-RI3W 3.0100 HAK# 591300 Don L. McDaniel 25.00% 12500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and • 4 and SEASE/4 lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Highway more particularly described as Lot 19 of Seaside Terrace, platted in Plat #H82- unleased Michael E. Bennett 25.00% 101 unleased Basil S Bolstridge 1.00% unleased Gaylord O. Smith & Luella 100% Smith 112B TIN-RI3W 2.9140 HAK# 591299 Stew Cavitt 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEASE/4 lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.006/o 12.500% Highway more particularly described as Lot 18 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 unleased Gaylord O. Smith & Luella 1.00% Smith 112C TIN-RI3W 3.4800 HAK # 1031603 Michael and Deborah Russ 48.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: Apart of Government Lots 3 and 4 and SE/4SE/4 lying west of the Sterling unleased Jennifer J. Hood -Bosch 50.00% Highway more particularly described as Lot unleased Basil S Bolstridge 1.00% 17 of Seaside Terrace, platted in Plat #H82- unleased Gaylord O. Smith & Luella 1.00% 101 Smith 113 TIN-RI3W 2.4800 HAK# 1031603 Michael and Deborah Russ 48.00% 12.5006/o Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SE14SP14 lying west of the Sterling unleased Whitehead Revocable 50.001% Highway more particularly described as Lot Living Trust 20 of Seaside Terrace, platted in Plat #H82- unleased Basil S Bolstridge 1.00% 101 unleased Gaylord O. Smith & Luella 100 Smith Ninilchik Unit Exhibit A Page 34 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 35 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 114 TIN-R13W 3.8600 HAK# 591300 Don L. McDaniel 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 33: A part of Government Lots 3 and 4 and SEASEA lying west of the Sterling HAK # 1031603 Michael and Deborah Russ 48.00% 12.500 Highway more particularly described as Lot 21 of Seaside Terrace, platted in Plat #H82- unleased Michael E. Bennett 25.00% 101 unleased Basil S Bolstridge 1.00% unleased Gaylord O. Smith & Luella 1.00% Smith 115 TIN-R13W 40.0000 HAK # 1031619 Richard M. Hawkins -Mary 41.20% 12.500% Hilcorp Alaska, LLC 100.00% Section 34: NE/4NW/4 Hawkins Estate HAK # 1031619 Charles F. Hawkins -Mary 33.80% 12.500% Hawkins Estate HAK # 1031620 Richard M. Hawkins 4.69% 12.500% HAK # 1031621 Charles F. Hawkins 5.31% 12.500% unleased Ian Hawkins, deceased 5.00% unleased lames Hawkins 5.001/6 unleased Marguerite Hawkins 5.00% 116 T1S-R13W 40.0400 HAK # 1035744 Thomas H. and Carol Ann 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 4: Lot 4 Jackson 117 T1S-Rl3W 0.6800 HAK# 591297 Susanne Faye Windeler 100.001% 12.500% HilcorpAlaska, LLC 100.00% Section 5: That part of Govemment Lot 2 lying east of the Sterling Highway 118 T1S-Rl3W 2.0800 HAK # 1031351 Richard L. and Juanita J. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Mi Ilett particularly described as Lots 1 & 17 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 119 T1S-Rl3W 1.5800 unleased Robert D. Steinke&Linda 100.00% Section 5: A part of Government Lot 2 more L. Steinke (H&W) particularly described as Lot 2 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 120 TIS-Rl3W 1.9900 HAK # 1033543 Arthur E. Decker, Jr. and 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Karen D. Decker particularly described as Lot 3 of Sunset _ Bluffs Subdivision as platted in Plat #14-79-5 Ninilchik Unit Exhibit A Page 35 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 121 T1S-R13W 2.3000 LIAK# 1031351 Richard L. and Juanita J. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Millett particularly described as Lot 4 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 122 TIS-R13W 2.3700 HAK # 591242 Kathleen M. Kennedy 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more particularly described as Lot 5 of Sunset HAK # 591247 Donald L. Erwin 50.00% 12.500% Bluffs Subdivision as platted in Plat #H-79-5 123 TIS-R13W 3.0600 HAK# 1031351 Richard L. and Juanita J. 50.00% 12.5001/. Hilcorp Alaska, LLC 100.00°/ Section 5: A part of Government Lot 2 more Millett particularly described as Lot 6 of Sunset HAK # 1033543 Arthur T. Mau 50.00°/ 12.500% Bluffs Subdivision as platted in Plat #H-79-5 124 TIS-R13W 2.0800 HAK # 1031351 Richard L. and Juanita J. 100.00% 12.500% Hilcorp Alaska, LLC 100.001/. Section 5: A part of Government Lot 2 more Millett particularly described as Lot 7 of Sunset Bluffs Subdivision as platted in Plat #H-79-5 125 TIS-R13W 14.7288 HAK # 1031351 Richard L. and Juanita J. 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Millett particularly described as Lots 8, 9, 10 and 11 HAK # 1033543 Arthur T. Mau 50.00% 12.500% of Sunset Bluffs Subdivision as platted in '.. Plat #H-79-5 and that part of Government Lot 2 lying under the roadbed of Sunset Drive 126 TIS-R13W 1.1700 HAK # 591274 John D. Inman and Dee 100.00% 12.5001/6 Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Ann Inman particularly described as Lot 12 of Sunset Bluffs Subdivision as platted in Plat 41-1-79-5 127 TIS-R13W 2.0700 HAK # 1031351 Richard L. and Juanita J. 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Millett particularly described as Lot 13 and 14 of HAK # 1033543 Arthur T. Mau 50.00% 12.500% Sunset Bluffs Subdivision as platted in Plat #H-79-5 128 TlS-R13W 1.0300 HAK# 1031637 Lawrence Allen 100.00•/ 12.500% HilcorpAlaska, LLC 100.00% Section 5: A part of Government Lot 2 more particularly described as Lot IS of Sunset Bluffs Subdivision as platted in Plat #H-79-5 129 T1S-Rl3W 1.0000 HAK # 1031351 Richard L. and Juanita J. 50.00% 12.500°/. Hilcorp Alaska, LLC 100.00% Section 5: A part of Government Lot 2 more Millett particularly described as Lot 16 of Sunset HAK # 1033543 Arthur T. Mau 50.00% 12.500% Bluffs Subdivision as platted in Plat #H-79-5 Ninilchik Unit Exhibit A Page 36 of 46 Last Update: U7/2016 Ninilchik Unit Exhibit A Page 37 of 46 Last Update: 1/7/2016 • • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 130 T1S-RI3W 1.0200 HAK# 1035744 Leon A. Windeler Heirs 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: Lot 1 of Block 1 of Windeler Subdivision, Plat 74-1526 130A TIS-R13W 9.2210 unleased Leon A. Windeler Heirs 100.00% Section 5: the mineral rights underlying that part of the Sterling Highway, the Leon Windeler Highway and Persons Drive, in so far as those roads lie within the Windeler Subdivision, Plat # 74-1526 131 TIS-RI3W 4.1495 HAK# 591297 Susanne Faye Windeler 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: That part of Government Lot 2 lying under the roadbed of the Sterling Highway 132 TIS-RI3W 29.6000 HAK# 1035745 Jack A. Windeler 100.00% 12.500% HilcorpAlaska, LLC 100.00°/ Section 5: That part of Government Lot I described as Tract A of Windeler Subdivision, Plat #74-1526 132A T1S-RI3W 40.0000 HAK# 1035747 Honom Windeler Drew 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: All of the SE/4NE/4 HAK# 1035747 Susanne Faye Windeler 25.00% 12.500 unleased Ronald Ord Windeter 25.00% unleased Susanne Faye Windeler (2) 25.000% 133 TIS-RI3W 1.2090 HAK# 1035745 Ronald Ord Windeler 100.00% 12500% HilcorpAlaska, LLC 100.00% Section 5: Lot 2 of Block 1 of Windeler Subdivision, Plat 74-1526 134 TIS-R13W 3.0520 HAK# 1035746 Honora Windeler Drew 100.00% 12500% Hilcorp Alaska, LLC 100.00% Section s: That part of Government Lot 2 more particularly described as Block 2, Lot 1 of Windeler Subdivision as platted in Plat #H- 74-1526 135 Tl S-R13W 126.6300 HAK # 1031609 Wayne and Irene Findley 100.00% 16.670% Hilcorp Alaska, LLC 100.001/6 Section 5: Government Lots 3 and 4 and NF/4SW/4 Ninilchik Unit Exhibit A Page 37 of 46 Last Update: 1/7/2016 • • Ninilchik Unit Exhibit A Page 39 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 136 TIS-R13W 104.6300 HAK # 1031622 Clarence Eugene Herman 100.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 5: A part of the SW/4NE/4 more particularly described as Lots 1, 3, 5, 6, 9, 15, 16, 17, and 18 of Bud's Acres Subdivision as platted in Plat #H85-69 and the NWASEA and the NEASEA a/d/a Tract A and B, respectively, of Herman Tracts Subdivision as platted in Plat #H-95-36 including the minerals under the Sterling Highway and Bonnard Circle, Fellin Lane and Herman Drive in so far as they lie within SWANEA & N/2SE/4 136A TIS-R13W 2.8100 HAK # 1031622 James C. and Kay E. 100.001% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: Lots 11 & 12 of Bud's Acres Forrest Subdivision as platted in plat #H-85.69 1368 TIS-Rl3W 1.5700 HAK # 1031622 Mark S. and LeAnne 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: Lot 10 of Bud's Acres Subdivision Herman (H&W) as platted in plat #H-85-69 136C TIS-R13W 3.4900 HAK # 1031622 Ed J. and Jean F. Adamson 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: Lots 13 & 14 of Bud's Acres (H&W) Subdivision as platted in plat #H-85-69 137 TIS-Rl3W 2.0000 HAK# 1031634 Earl Bearden 100.001/6 12.500% Mlcorp Alaska, LLC 100.00°/ Section 5: A part of the SWANEA more particularly described as Lot 2 of Bud's Acres Subdivision as platted in Plat #H85-69 138 TIS-R13W 2.2020 HAK# 1031635 Clarence Eugene Herman 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of the SW/4NE/4 more particularly described as Lot 4 of Bud's Acres Subdivision as platted in Plat #H85-69 139 TIS-R13W 1.2910 HAK# 1031635 Clarence Eugene Herman 100.00% 12.500°/. Hilcorp Alaska, LLC 100.00% Section 5: A part of the SWANE/4 more • particularly described as Lot 7 of Bud's Acres Subdivision as platted in Plat #H85-69 140 TIS-R13W 1.2560 HAK# 591292 Stephen Vanek, Jr. and 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 5: A part of the SWANE/4 more Monica 1. Vanek particularly described as Lot 8 of Bud's Acres unleased Scott and Karen Bennett 50.00% Subdivision as platted in Plat #H85-69 (H&M Ninilchik Unit Exhibit A Page 39 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 39 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 141 TIS-R13W 4.0000 unleased Evelyn Terry McLaughlin 50.00% Section 5: N/2NW/4SW/4SW/4 less the west unleased Patricia Terry Lodge 33.33% 132' thereof unleased Lila Terry Hanson 16.67% 141A TIS-R13W 1.0000 unleased James C. Sanders 100.00% Section 5: newest 132' of the N/2NW/4SW/4SW/4 142 TIS-R13W 35.0000 HAK # 1030482 Paul Dionne 50.00% 16.670% Intrepid Production 5.333330% Hilcorp Alaska, LLC 100.00% • Section 5: S/2SW/4SW/4 & NE/4SW/4SW/4 Company & S/2NW/4SW/4SW/4 HAK # 1030482 Susan Dionne - Kaffke 50.001/6 16.670% 143 TIS-R13W 40.0000 unleased Henry George Gain and 100.00°/ Section 5: SE/4SW/4 Flora Eugenia Gain 144 Tl S-R13W 10.0600 HAK # 1031610 Bea and Andrew Bachner 100.00`/* 12.500% Hilcorp Alaska, LLC 100.001/. Section 6: Lot 1 145 TIS-R13W 49.5200 HAK # 1030482 Paul Dionne 50.00% 16.670% Intrepid Production 33333301/6 Hilcorp Alaska, LLC 100.00°/ Section 6: Lot 2 Company HAK # 1030482 Susan Dionne - Kaffke 50.00•/16.670% Hardy Hutto 2.000000% 146 TIS-R13W 40.0000 HAK# 1030482 Paul Dionne 50.00% 16.670% Intrepid Production 5.333330°/ Hilcorp Alaska, LLC 100.00% Section 7: NEANE14 Company HAK# 1030482 Susan Dionne - Kafike 50.00% 16.670% 147 TIS-R13W 40.0000 HAK # 833999 David Ray Reaves and 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: SEANEA Sherry Ann Reaves HAK # 835362 Carl W. and Linda E. 20.00% 12.500% Kinkead HAK # 1031353 Paul Joseph Rochon Estate 20.00% 12.500% HAK # 1031354 Linda Marie McCool 20.00°/ 12.500% HAK # 1031355 Ward Randall Grilley 20.00% 12.500% 148 Tl S-R13W 8.7240 HAK # 1030708 James R. Sabrowski and %00% 12.500% Hilcorp Alaska, LLC 100.001% Section 7: That part of the NE14SW/4 more Susanne E. Sabrowski particularly described as Lot I of Tieman HAK # 1030708 Leonard & Juanita 50.00% 12.500% Subdivision as platted in Plat #H-85-129 Sabrowski Revocable Living Trust Ninilchik Unit Exhibit A Page 39 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 40 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 149 T IS - R 13W 23.5500 HAK # 591294 Forgetmenot, LLC 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: , Township 1 South, Range 13 West, S.M., Alaska, All of the NE4SW4 Except Lot I of Tieman Subdivision, Plat No 85-129, Homer Recording District, and Except that portion of EU1/2NE%SW'/., Plat No. 86-16 BS, lying north of Sterling Highway • 150 TIS-RI3W 10.5400 HAK# 830117 Boyd Daniel Leman 100.00% 12.500% Hilcorp Alaska, LLC 10000% Section 7: That part of the NE/4SW/4 more particularly described as Lot 3 of Tieman Subdivision as platted in Plat #H-85-129 a/d/a E12NE/4NEJ4S W/4 and that part of the E/2SE/4NE14SW/4 lying north of the northerly tight of way of the Sterling Highway. 151 TIS-R13W 22.0920 HAK# 591210 Kenai Peninsula Borough 100.00% 12.500% Hilcorp Alaska, LLC 100.001% AKA # KPB #12 - Section 7: That part of the NWASE/4 lying 0816-00 north of the Sterling Highway, less and except that part described as Lot 1 of Aurora Vista Subdivision platted in Plat 914-96-13 152 TIS-R13W 1.2900 HAK# 591302 Aurora Communications 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NWASEA lying International, Inc. north of the Sterling Highway more particularly described as Lot I of Aurora Vista Subdivision in Plat #H-96-13 153 TIS-R13W 21510 HAK# 591307 Kathleen McConnell 66.67% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NW/4SE/4 lying HAK# 591308 Jeanne Potter 33.33% 12.500 south of the Sterling Highway 154 TIS-R13W 8.0000 HAK # 591304 Donald Pinnow 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7: That part of the NE4SE4 lying north of the Sterling Highway 155 TIS-R13W 27.0000 unleased Shirley J. Provence 100.00% Section 7: That part of the NEASEA lying south of the Sterling Highway Ninilchik Unit Exhibit A Page 40 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 156 TIS-R13W 77.4500 HAK# 591294 Forgetmenot, LLC 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 7 The SE4SW4 and the SW4SE4 Except Lots 41 and 42 of Summerset Acres Subdivision, Plat No. 86.45, Homer Recording District; 156A TIS-Rl3W 2.5400 unleased Michael Walsh 100.00% Section 7: Lots 41 & 42 of Summerset Acres Subdivision (plat #H8645) 157 TIS-R13W 80.0000 unleased Henry George Gain and 100.001% Section 8: N/2NW/4 Flora Eugenia Gain 158 TIS-R13W 17.8850 HAK# 833999 David Ray Reaves and 20.00% 12.5001/. Hilcorp Alaska, LLC 100.001/6 Section 8: That part of the SW/4NW/4 lying Sherry Ann Reaves west of the Sterling Highway a/d/a Lots 5 & 6 HAK # 835362 Carl W. and Linda E. 20.00% 12.500% of the E. Mounts Subdivision as platted in Kinkead plat #H-81-23 HAK # 1031353 Paul Joseph Rochon Estate 20.00% 12.500% HAK # 1031354 Linda Marie McCool 20.00°/, 12.500% HAK # 1031355 Ward Randall Grilley 20.00% 12.500% 159 TIS-R13W 22.1150 HAK # 1031352 Carolyn O. Reifsnyder 100.00% 12.500% Hilcorp Alaska, LLC 100.00 Section 8: All of the SW/4NW/4 lying east of the Sterling Highway a/d/a Lots 1, 2,3 & 4 of E. Mounts Subdivision as platted in plat #H- 81-23 160 TIS-R13W 40.0000 HAK# 1029943 Elizabeth Quick 100.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 8: NW/4SW/4 161 TIS-R13W 40.0000 HAK# 591294 Forgetmenot, LLC 100.001/. 12.500% Hilcorp Alaska, LLC 100.001/6 Section I8: NE/4NW/4 162 Tl S-R14W 35.9800 HAK # 1035970 James B. and Patricia 20.00% 12.500°/ Hilcorp Alaska, LLC 100.00% Section 12: Lot 2 Webster HAK # 1035971 Charles E. Gates 20.00°/, 12.500% HAK # 1035972 George A. and Patricia 20.00% 12.500% Gates HAK # 1035973 Robert L. and Carol A. 20.00% 12.5001/. Wilson HAK # 1035974 L.R. and Katherine Lunne 20.00% 12.500% Ninilchik Unit Exhibit A Page 41 of 46 Last Update: 1/7/2016 Ninilchik Unit Exhibit A Page 42 of 46 Last Update: 1/7/2016 • C7 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 163 TIS-R14W 33.2100 HAK# 1035970 James B. and Patricia 20.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot I Webster HAK # 1035971 Charles E. Gates 20.001/6 12.500°/ HAK # 1035972 George A. and Patricia 20.001/6 12.500% Gates HAK # 1035973 Robert L. and Carol A. 20.00% 12.500°/ Wilson HAK # 1035974 L.R. and Katherine Lunne 20.00% 12.500% 164 TIS-R14W 80.0000 HAK# 591296 George R. Maki, Jr. 8.33% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: S/2SW/4 unleased Darwin E. and Kaye A. 75.001/6 Waldsmith unleased Edward Lee Maki 8.33% unleased Gloria Ann Ropelato 833% 165 TIS-R14W 24.7200 HAK# 1031157 Stephen Wackowski and 50.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 14: Tracts A & B and the north 6.34 Thomas Brady acres of Tract C of the Heavenly Sights HAK # 1033038 Cynthia L. Hatton 50.00% 12.500% Subdivision (Plat #H-96-17) a/d/a GLO Lot 1 166 TIS-R14W 44200 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Tracts 1&2 ofCatledge-Wilson Subdivision, Tract A, Plat #78-32 unleased John D. McCombs and 75.001/6 Deidre E. McCombs 167 Tl S-R14W 1.9500 HAK # 1031050 Thomas James and 75.001/0 12.500% Hilcorp Alaska, LLC 100.00 Section 13: Tract 3 of Catledge-Wilson Deborah Ann Bandelow Subdivision, Tract A, Plat 478-32 HAK # 1031601 Carolee Pickett 25.00% 12.5001/1 168 Tl S-R14W 4.3900 HAK # 1031396 Gailan B. Johnson 75.00% 12.5001/ Hilcorp Alaska, LLC 100.00% Section 13: Tracts 4, 5, 8 & 11 of Catledge- Wilson Subdivision, Tract A, Plat #78-32 HAK # 1031601 Carolee Pickett 25.00% 12.500% 169 TIS-R14W 2.2400 HAK9 1031196 Robert Flygenring and 75.00% 12.500% Hilcorp, Alaska, LLC 100.001/6 Section 13: Tracts 6 & 7 of Catledge-Wilson Cheryl King Subdivision, Tract A, Plat #78-32 HAK # 1031601 Carolee Pickett 25.00% 12.5001/ 170 TIS-R14W 10600 HAK # 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00•/ Section 13: Tract 9 of Catledge-Wilson Subdivision, Tract A, Plat #78-32 unleased Bobby J. & Selena G. 75.00% Gordon Ninilchik Unit Exhibit A Page 42 of 46 Last Update: 1/7/2016 • C7 Ninilchik Unit Exhibit A Page 43 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 171 T1S-R14W 1.0700 HAK # 1031087 Michael Roy Smith 75.00% 12.5000/6 Hilcorp Alaska, LLC 100.00% Section 13: Tract 10 ofCatledge-Wilson Subdivision, Tract A, Plat #78-32 HAK # 1031601 Carolee Pickett 25.00% 12.500% 172 TIS-R14W 2.7800 HAK# 1031601 Carolee Pickett 25.001/6 12.500% HilcorpAlaska, LLC 100.00% Section 13: Tract 12 ofCatledge-Wilson Subdivision, Tract A, Plat 978-32 unleased Gale R. Graham 37.50% unleased Gary Andes and Mama Andes 37.50% • 173 TIS-R14W 3.1950 HAK# 591215 Walter L. Wilson 75.00% 12.5001/ HilcorpAlaska, LLC 100,00% Section 13: Minerals underlying streets and roads in Catledge-Wilson Subdivision, Tract HAK # 1031601 Carolee Pickett 25.00% 12.500% A, Plat #78-32 173A TIS-R14W 1.4340 HAK# 1031085 Paul E. Parsons, Jr. and 75.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Tract 13 of Catledge-Wilson Cindi L. Parsons Subdivision, Tract A, Plat #78-32 HAK# 1031601 Carolee Pickett 25.001/ 12.500% 174 TIS-R14W 47.3490 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00%/1 Section 13: Tracts B&C of Catledge Subdivision, plat #74-2075 unleased Darwin E. and Kaye A. 75.00% Waldsmith 175 TIS-R14W 1.9900 HAK # 1031601 Carolee Pickett 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Tract D of Catledge Subdivision, plat 974-2075 176 TTS-R14W 24.6570 HAK # 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.001/0 Section 13: That part of GLO Lot 2, SE4NW4 further described as Lots 10, 11, HAK # 1033557 John L. and Nancy E. 25.00% 12.500% 12, 13, 14, 15, 16, 17, 20, 21, 25, 26 and the Stengl Unsubdivided Remainder of Red Bluff HAK # 51321000 Darlene M. Rozak 25.00% 12.500% Terrace, and excluding Lots 9, 18, 19, 22, 23 & 24 of Red Bluff Terrace Addition No. 2 HAK # 51322000 Judith Ballentine 25.00% 12500% (plat #H-2004-42) 176A TIS-R14W 1.0000 HAK # 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.0oo/ Section 13: Lot 9 of Red Bluff Terrace Addition No. 2 (plat # H-2004-42) HAK # 1033557 David M. and Jeanine B. 25.00% 12.500% Shea HAK # 51321000 David M. and Jeanine B. 25.00% 12.500% Shea HAK # 51322000 Judith Ballentine 25.00% 12.5000/ Ninilchik Unit Exhibit A Page 43 of 46 Last Update: 1/7/2016 • • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 176E TIS-R14W 3.0850 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13 Lots: 22, 23 & 24 of Red BluffTerrace HAK # 1033557 John L. and Nancy E. 25.00% 12.500% Addition No. 2 (plat # H-2004-42) Stengl HAK # 51321000 Theodore W. Rozak Living 25.00% 12.500% Trust HAK 4 51322000 Judith Ballentine 25.00% 12.500% 1760 TIS-R14W 2.0000 HAK # 1031601 Carolee Pickett 25.00°/ 12.500% Hilcorp Alaska, LLC 100.001/6 Section 13: Lots 18 & 19 of Red Bluff Terrace Addition No. 2 (plat # H-2004-42) HAK # 1033557 John L. and Nancy E. 25.00% 12.500% Stengl HAK# 51321000 Larry M.Rozak 25.00% 12.500% HAK # 51322000 Judith Ballentine 25.00•/ 12.500% 177 TIS-R14W 1.0000 HAK# 1031601 Carolee Pickett 25.00% 12.510% Hilcorp Alaska, LLC 100.00% Section 13: Lot 6, Block 1, Red Bluff Terrace Subdivision Addition No. 1, Plat #86-58 HAK # 1033557 John L. and Nancy E. 25.00°/ 12.500% Stengl HAK # 51321000 Darlene M. Rozak 25.00% 12.500% HAK # 51322000 Judith Ballentine 25.00% 12.500% 178 TIS-R14W 1.0000 HAK# 1031601 Carolee Pickett 25.00% 12.500% HilcorpAlaska, LLC 100.00% Section 13: Lot 3, Block 1, Red BluffTerrace Subdivision Addition No. 1, Plat #86-58 HAK # 1033557 John L. and Nancy E. 25.00% 12.500% Stengl HAK # 51321000 Darlene M. Rezak 25.00% 12.500% HAK # 51322000 Judith Ballentine 25.00% 12.500% 179 TIS-R14W 1.0000 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 2, Block 1, Red BluffTerrace Subdivision Addition No. 1, Plat #86-58 unleased David R. Kodysz and Jean 75.00'/ R Gregorich 180 TIS-R14W 1.6300 HAK4 316 Janet M. and Robert C. 75.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 2, Block 3, Red BluffTerrace Clucas Subdivision, Plat #88-57 HAK # 1031601 Carolee Pickett 25.00% 12300°/ 181 T 1S - R 14W 1.3000 HAK # 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 3, Block 3, Red Bluff Terrace Subdivision, Plat #86-57 unleased Michael S. and Cheryl B. 75.00% Sutton Ninilchik Unit Exhibit A Page 44 of 46 Last Update: 1/7/2016 • • Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 182 TIS-RI4W 9.2500 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.001/6 Section 13: Lots 1, 4, 5, 7 & 8, Block 1, Red Bluff Terrace Subdivision Addition No. 1, HAK # 1033557 John L. and Nancy E. 25.00% 12.500% Plat #86-58 & Stengl Lot 4, Block 2 Red Bluff Terrace Subdivision HAK # 51321000 Darlene M. Rezak 25.00% 12.500% Plat 986-57 HAK # 51322000 Judith Ballentine 25.00°/ 12.500% 182A TIS-RI4W 2.6200 HAK# 1031601 Carolee Pickett 25.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Lot 1, Block 3, Red Bluff Terrace Subdivision Plat No. 86-57 HAK 4 51321000 Darlene M. Rozak 50.001% 12.500% HAK # 51322000 Judith Ballentine 25.00% 12.5001/6 184 ITIS-RI4W, S.M., Alaska, 5.4240 HAK # 591301 Richard Lee & Jeannie Lou 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: Pherson Acres No. 2, Lot 1, Johnson according to Plat 2002-16, Homer Recording District, Third Judicial District, State of Alaska; and Pherson Acres No. 2, Tract B 1, according to Plat 2002-16, Homer Recording District, Third Judicial District, State of Alaska; (Combined with prior Tracts 183 and 183A) 184A TIS-RI4W 5.5530 HAK # 51323000 Tim and Kristine Moerline 75.00% 12.500% Hikorp Alaska, LLC 100.001/6 Section 13: Tract "A" of Pherson Acres Subdivision, plat #H-2001-19 unleased Carolee Pickett 25.001% 185 TIS-RI4W 12.2420 HAK# 1035905 StateofAlaska, 100.00•% 12.500% Hilcorp Alaska, LLC 100.00% Section 13: State of Alaska Highway Project ADL # 390105 Department of Natural Number F-021-1(3), Parcel Number 0118, as Resources more particularly described by metes and bounds in a warranty deed dated 6/26/64 from Leonard Lee Catledge et ux to the State of Alaska, recorded in Book 33, Page 226 of the Homer Recording District 186 TIS-RI4W 1.7700 HAK # 1035905 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100006/6 Section 13: A 1.77 acre tract of land being ADL # 390105 Department of Natural State of Alaska Highway Project Number F- Resources 021-1(3), Parcel Number 0118-A, as more particularly described by metes and bounds in a warranty deed dated 7/28/64 from Calvin C. Hartman et ux to the State of Alaska, recorded in book 34, page 121 of the Homer Recording District Ninilchik Unit Exhibit A Page 45 of 46 Last Update: 1/7/2016 Working Working Tract Mineral Mineral Royalty ORRI ORRI Interest Interest Tract Tract Legal Description Acreage Lease # Owner Interest Percent Owner Percent Ownership Owner % 187 T2N-R12W 339.8600 HAK# 1031007 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% Section 20: Fractional GLO Lots 14 ADL # 389181 Department of Natural inclusive & SEASEA; Resources Section 21: W/2NW/4; Section 29: Fractional NEANEA & GLO Lot 1 188 TIN-R13W, S.M. Sec. 1: SEANE/4 & SEA & SE/4SW/4 Sec. 12: NEANWA & N/2NE/4, except that part lying above the line of mean high tide TIN-R12W,S.M. Sec. 6: W/2 except that part lying above the line of mean high tide 189 TIS-R13W Section 7: That portion of the Sterling Highway Right -of -Way lying within the N/2SE/4 containing 19 acres, more or less. Ninilchik Unit Exhibit A Last Update: 1/7/2016 564.4500 HAK # 1034384 State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 3.250000°/ Hilcorp Alaska, LLC ADL # 590 Department of Natural Resources 19.0000 HAK # 591313 Avis Hardy 100.00% 12.500% Total Unit Acreage 25,830.0954 Hilcorp Alaska, LLC Working Interest Net Acres Unit % Owner Uncommited 574.121 2.22% Hilcorp Alaska, LLC 25,255.9744 97.78% 100 00 % • 100.00% Page 46 of 46 0 The undersigned owner or owners of a royalty interest acknowledge receipt of a copy of the Unit Agreement for the development and operation of the Ninilchik Area, Third Judicial District, State of Alaska (herein referred to as the "Agreement "), an executed counterpart of which will be recorded in the Kenai District Recorder's Office. In consideration of the Agreement's becoming effective in accordance with its terms, the undersigned do hereby approve and consent to the Agreement as to all lands owned by or in which the undersigned have an interest and agree to be bound by all of tile terms, covenants and conditions thereof applicable to the owners of royalty interests; and the undersigned do hereby further agree as follows: This consent shall have no force or effect after termination of the Agreement as provided therein; provided however that in the event of such termination, no subject lease, operating agreement or other instrument shall terminate on account of lack of development and/or operation if, within ninety (90) days after the termination of the Agreement, operations shall be commenced and thereafter carried on diligently pursuant to the terms of such lease, operating agreement or other instrument, or for the curing of a default, if any, existing under such lease, operating agreement or other instrument. 2. No change or alteration shall be made or effected in the Agreement without the prior consent of the royalty interests totaling sixty per cent (60 %) or more of the then current unitized royalty interests (exclusive of the basic royalty interests of the United States). This consent shall be effective upon acceptance hereof by the owners of the working interest in the lands in which the undersigned have an interest, and shall be binding upon the successors and assigns of the undersigned. Agreed to and accepted this2015. day of Royalty OwnenjSignature) ✓ Avis Hardy, fka Avis Phiefer Accepted this day of 201 David Wil us, SeniorVice President K� Hilcorp Alaska, LLC 1 of 2 . .'u 0 STATE OF A;��S�KA ThiM..�� ) The by _ was acknowledged before me this � 1A day of 1'CEn 6&r— _, 2015, Notary public and for the Slate of AJw4w ME D4 ANTHONY L VICKERS My commission expires: NOTARy PUBLIC STATE OF NEVADA No. 14- 5W-5 My A Ppt Exp. NOv. ZT, 2018 STATE OF ALASKA ) )Ss. Third Judicial District ) The foregoing instrument was acknowledged before me this_+yday of V11 201 by David Wilkins, Senior Vice President of 1-filcorp Alaska, LLC, a Delaware limited liability company, on behalf of the limited liability company. 2 of 2 Exhibit C Susan Dionne Paxton Participating Area Ninilchik Unit Effective November 1, 2014 I iibit C Page 1 of 3 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest al Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % S.M. 80.000 HAK # 1031008 3.7428512% State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100.00% 2SE/4 ADL # 389180 Department of Natural Resources M. 1,055.780 HAK # 1031009 49.3953424% State of Alaska, 100.00% 12.500% Hilcorp Alaska, LLC 100. U 4 & SE/4 & NE/4SW/4 ADL # 384372 Department of Natural E/4NW/4 (485 acres); Resources 4SE/4 and all tide and (570.78 acres) M. 510.480 HAK # 1030481 23.8831332% State of Alaska, 100.00% 12.500% James W. White 3.500000% Hilcorp Alaska, LLC 100.00% ide and submerged land ADL # 359242 Department of Natural James L. Thurman 3.000000% W/2 & W/2SE/4 & Resources V. Paul Gavora 3.000000% 1/4NE/4 (430.48 acres); :ide and submerged land Tucson Ltd 3.000000% ;.M. 30.910 HAK # 1033481 1.4461441% University of Alaska 100.00% 12.500% Hilcorp Alaska, LLC 100.00% UA # Ninilchik Tract #2 .M. 214.780 HAK # 1031005 10.0486196% Cook Inlet Region, hic. 100.00% 20.000% Hilcorp Alaska, LLC 100.00% t 1, GLO Lot 2, GLO CHU # C-061505 NE/4 (181.54 acres); d. D Lot 1 (33.24 acres) M. 49.520 HAK # 1030482 2.3168249% Paul Dionne 50.00% 16.670% Intrepid Production Company 3.333330% Hilcorp Alaska, LLC 100.00% Lot 2 Hardy Hutto 2.000000% HAK # 1030482 Susan Dionne - Kaffke 50.00% 16.670% ;.M. 40.000 HAK # 1030482 1.8714256% Paul Dionne 50.00% 16.670% Intrepid Production Company 5.333330% Hilcorp Alaska, LLC 100.00% NE/4 HAK # 1030482 Susan Dionne - Kaffke 50.00% 16.670% I iibit C Page 1 of 3 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest al Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % i.M. 40.000 HAK # 835362 1.8714256% Carl W. and Linda E. 20.00% 12.500% Hilcorp Alaska, LLC 100.00% 14E/4 Kinkead HAK # 833999 David Ray Reaves and 20.00% 12.500% Sherry Ann Reaves HAK # 1031354 Linda Marie McCool 20.00% 12.500% HAK # 1031353 Paul Joseph Rochon 20.00% 12.500% Estate HAK # 1031355 Ward Randall Grilley 20.00% 12.500% 4. 8.724 HAK # 1030708 0.4081579% James R. Sabrowski and 50.00% 12.500% Hilcorp Alaska, LLC 100.00% part of the NEASW/4 Susanne E. Sabrowski y described as Lot 1 of sion as platted in Plat HAK # 1030708 Leonard & Juanita 50.00% 12.500% Sabrowski Revocable Living Trust ;.M. 23.593 HAK # 591294 1.1038136% Forgetmenot, LLC 100.00% 12.500% Hilcorp Alaska, LLC 100.00% ,f the NE4S W4 Except Subdivision, Plat No Recording District, and ion of Y4, Plat No. 86-16 BS, :erling Highway i.M. 7.650 HAK # 830117 0.3579101% Boyd Daniel Leman 100.00% 12.500% Hilcorp Alaska, LLC 100.00% part of the Tiernan R #H-85-129 a/d/a E/2 I and that part of the 3W/4 lying north of the ,f way line of the LY. i.M. 22.092 HAK # 591210 1.0335883% Kenai Peninsula Borough 100.00% 12.500% Hilcorp Alaska, LLC 100.00% part of the NW/4SE/4 AKA # KPB #12- .e Sterling Highway, less 0816-00 part described as Lot I Subdivision platted in iibit C Page 2 of 3 ;.M. 7.151 HAK # 591307 0.3345641% Kathleen McConnell 66.67% 12.500% Hilcorp Alaska, LLC 100.00% part of the NW/4SE/4 ie Sterling Highway HAK # 591308 Jeanne Potter 33.33% 12.500% i.M. 35.980 HAK # 1035971 Working Working Tract Tract Mineral Mineral Royalty ORRI ORRI Interest Interest al Description Acreage Lease # Percentage Owner Interest Percent Owner Percent Ownership Owner % i.M. 1.290 HAK # 591302 0.0603535% Aurora Communications 100.00% 12.500% Hilcorp Alaska, LLC 100.00% part of the NW/4SE/4 hiteinational, Inc. James B. and Patricia 20.00% 12.500% e Sterling Highway Webster y described as Lot I of HAK # 1035974 L.R. and Katherine Lunne20.00% 12.500% bdivision platted in Plat HAK # 1035973 Robert L. and Carol A. 20.00% 12.500% ;.M. 7.151 HAK # 591307 0.3345641% Kathleen McConnell 66.67% 12.500% Hilcorp Alaska, LLC 100.00% part of the NW/4SE/4 ie Sterling Highway HAK # 591308 Jeanne Potter 33.33% 12.500% i.M. 35.980 HAK # 1035971 1.6833473% Charles E. Gates 20.00% 12.500% Hilcorp Alaska, LLC 100.1w 2 HAK # 1035972 George A. and Patricia 20.00% 12.500% Gates HAK # 1035970 James B. and Patricia 20.00% 12.500% Webster HAK # 1035974 L.R. and Katherine Lunne20.00% 12.500% HAK # 1035973 Robert L. and Carol A. 20.00% 12.500% Wilson i.M. 9.458 HAK # 591313 0.4424986% Avis Hardy 100.00% 12.500% Hilcorp Alaska, LLC 100.00% portion of the Sterling of -Way lying within the Total PA Total Tract Working Interest Acreage Percentage Owners PA 2,137.408 100.000000% Uncommitted 0.0000% Hilcorp Alaska, LLC 100.0000% iibit C Page 3 of 3 14 • Hilcorp Alaska, LLC Aw January 4, 2016 Cathy P. Foerster, Chair Alaska Oil and Gas Conservation Commission 333 West 7th Avenue, Suite 100 Anchorage, Alaska 99501 Re: Conservation Order No. 701A, Rule 5 reporting Motion for Reconsideration of Rule 4 on the Merits Dear Mrs. Foerster: David Wilkins Senior Vice President Post Office Box 244027 Anchorage, AK 99524-4027 3800 Centerpoint Drive Suite 1400 Anchorage, AK 99503 Phone: 907/777-8397 Fax: 907/777-8580 dwilkins@hilcorp.com JAN 0 4 2016 VL; There are no unleased or uncommitted tracts within the Falls Creek, Grassim Oskolkoff, or Susan Dione Paxton PAs. Formerly, there was one (1) unleased and uncommitted tract within the Susan Dionne Paxton Participating Area ("Tract 189"). Tract 189 lies beneath the Sterling Highway and is comprised of approximately 10 acres. See Susan Dionne - Paxton PA Exhibits. We have now taken a lease from the heir of the deceased owner of Tract 189. On October 9, 2015, the Alaska Oil and Gas Conservation Commission ("AOGCC") issued Conservation Order 701A. As required by Rule 5, a copy of the updated Ninilchik Unit and Participating Area Exhibits will be submitted to the Commission after receipt of the new oil and gas lease which we expect by the end of this week. As we demonstrate in the following discussion, (1) AOGCC's authority to protect correlative rights does not extend to the imposition of an escrow into which all proceeds allocated to unleased tract are required to be escrowed with accounting for the producer's costs of exploration, development, and production); and (2) since there are no unleased tracts in the current PAs, the matter is moot. The AOGCC should remove the escrow requirement from CO 701A. 1. AOGCC does not have Authority to Impose the Escrow Requirement Correlative rights are defined in the AOGCC enabling statute: Sec. 31.05.170. Definitions. In this chapter, unless the context otherwise requires (3) "correlative rights" mean the opportunity afforded, so far as it is practicable to do so, to the owner of each property in a pool to produce without waste the owner's just and equitable share of the oil or gas, or Cathy Foerster, Chair, Commissiafi"er Conservation Order No. 701A January 4, 2016 Page 2 of 4 both, in the pool; being an amount, so far as can be practically determined, and so far as can practicably be obtained without waste, substantially in the proportion that the quantity of recoverable oil or gas, or both under the property bears to the total recoverable oil or gas or both in the pool, and for such purposes to use the owner's just and equitable share of the reservoir energy; (emphasis added) Correlative rights do not provide a sinecure of income from the ownership of a portion of an oil and gas pool while others do the work of exploring, developing and producing. Rather, "correlative rights" means the opportunity to explore for, develop, and produce the owner's just and equitable share of oil and gas. The doctrine of correlative rights includes (1) the right against waste of an extracted substance; (2) the right against spoiling the common source; (3) the right against malicious depletion of the source; (4) the right to a fair opportunity to extract the source; and (5) the right to conduct operations to enhance recovery from the source. Corbisier, Robert W., The Arctic National Wildlife Refuge, Correlative Rights, and Sourdough: Not Just for Bread Anymore, 19 Alaska L.Rev. 393, 398 (2002), citing Eugene Kuntz, A Treatise on the Law of Oil and Gas § 4.3, at 119 n.20 (1 st ed. 1987). The Commission has many tools at hand for protecting correlative rights. First, the Commission has plenary authority to prevent waste. AS 31.05.030 (investigation and prevention of waste); .095 (prohibition of waste); .100 (establishment of drilling units for pools); A 10 (involuntary unitization); and .150 (penalties for waste). But there are no allegations of waste in this matter. Nor are there claims of spoiling the common source, or malicious depletion of the source. In fact, all that is being done is the development and production of natural gas through reasonable and prudent operations. The Commission, upon petition or upon its own motion and after a hearing, can establish a drilling unit for the pool, or it can invoke involuntary unitization. But there is no need to do so here, because the field has been voluntarily unitized with the consent and approval of the Department of Natural Resources, under a 2001 Unit Agreement which requires reasonable and prudent development operations. The unit was formed in October of 2001. As part of the unit formation, the operator was required to undertake reasonable efforts to obtain the joinder of mineral owners to the Unit Agreement. "Marathon provided evidence of reasonable efforts to obtain joinder of any proper party to the Agreement." Ninilchik Unit Agreement, Findings and Decision of the Director, Division of Oil and Gas, under Delegation of Authority from the Commissioner, State of Alaska, Department of Natural Resources at 11 (October 30, 2001). The owners of all producing unit tracts, except Tract 189, leased their land and the leases have been committed to the Ninilchik Unit. Until last week, the owner of Tract 189 had not developed his own land, leased his land, or elected to join the unit. There is no legal Cathy Foerster, Chair, Commi*r Conservation Order No. 701A January 4, 2016 Page 3 of 4 or moral compulsion for an owner to develop oil and gas on his land, or to lease his land, or to commit his land within the Susan Dionne Paxton PA to the unit. Absent an involuntary pool or involuntary unitization, an owner is free to decide whether to commit his land to oil and gas development or to withhold it, even if his land may be drained in the process. All that is required to protect the correlative rights of an owner of land within the unit is that he be permitted to choose whether (1) to develop on his own, (2) to lease his land to another, (3) to join the Ninilchik Unit as a working interest owner, or (4) to do nothing. He has no right to enjoy a share of the proceeds from development of the unit without shouldering his share of the associated costs. The Commission ordered Hilcorp Alaska to form an escrow and deposit therein Tract 189's proportionate proceeds of gas production. This order is not protection of correlative rights: It is something much more. In effect, the Commission has implicitly "force pooled" or "forced unitized" Tract 189 into the Ninilchik Unit, without the knowledge or consent of the owner. But it is even more than a forced pooling, because the Commission has ordered the full value of Tract 189's allocated production to be escrowed. If this were akin to forced pooling, the Commission would be required by statute to deduct from the proceeds the operator's reasonable expenses in developing the field. AS 31.05. 1 00(c). If this were akin to forced unitization, the Commission would be required by statute to order each owner to pay his share of the costs of development. AS 31.05.110(c)(3), (g), (h), and(k). In addition, the Commission's order may constitute a taking of property without reasonable compensation. Hilcorp Alaska must expend its money in development of the Ninilchik Unit, while the Commission has taken from Hilcorp Alaska all Tract 189 proceeds of that development, stranding those proceeds for some unknown period of time. Alaska Constitution Article 1, §18; see Tlingit-Haida Regional Electr. Auth. v. Alaska, 15 P.3d 754, 764-766 (Alaska 2001) (recognizing a per se taking for a public utility's "stranded facility" due to regulatory action). 2. Hilcorp Alaska has Now Taken a Lease from the Owner of Tract 189 Mr. Wayne O. Phiefer was the record owner of Tract 189. Mr. Phiefer obtained patent on 80 acres (surface and mineral estates) from the federal government in 1959. In 1964, the State of Alaska, Department of Highways, took title to a portion of Mr. Phiefer's surface estate for the Sterling Highway. Subsequently, Mr. Phiefer sold, or lost through foreclosure, all but approximately 10 acres of the mineral estate lying beneath the Sterling Highway. Mr. Phiefer died in May 2006 in Washington State. After extensive efforts, Hilcorp Alaska has been able to locate Mr. Phiefer's rightful heir, one Avis Hardy, sister of Mr. Phiefer. Working through her attorney, we have successfully leased the tract, and the Cathy Foerster, Chair, Commissioner Conservation Order No. 701 A January 4, 2016 Page 4 of 4 lease is now being sent to us by courier service from the State of Washington. We expect to receive it this week. The lease will be filed with the Commission upon its receipt. CONCLUSION The Commission's order does not protect the correlative rights of the owner(s) of unleased tracts. Rather, it imposes a form of implied forced pooling or unitization, without the request or knowledge or consent of the owner(s) of unleased tracts. In doing so, the Commission has exceeded its statutory charge and committed a taking of Hilcorp Alaska property. Assuming without conceding that the Commission had authority to direct the establishment of an escrow, the relief is no longer appropriate. Until last week, there was only one uncommitted producing tract within the Ninilchik Unit. The owner of Tract 189 has been located, and Hilcorp Alaska has taken a lease. There are no remaining unleased tracts within the Ninilchik Unit PAs. The question of how to handle unleased tracts is moot. For these reasons, we respectfully request that the Commission reconsider its order and rescind the requirement of establishing an escrow. Should you have any questions regarding this motion, please contact David Duffy at 777- 8414. Sincerely, David Wil ns Senior Vice President Hilcorp Alaska, LLC cc: Corrie Feige, Director, Division of Oil and Gas 13 0 Colombie, Jody J (DOA) From: David Duffy <dduffy@hilcorp.com> Sent: Monday, December 21, 2015 10:20 AM To: Colombie, Jody J (DOA) Cc: Kevin Tabler • Subject: RE: CO 701A - request to extented deadline for reconsideration Understood. Thanks. From: Colombie, Jody J (DOA) [mailto:jody.colombie@alaska.gov] Sent: Monday, December 21, 2015 10:19 AM To: David Duffy Subject: FW: CO 701A - request to extented deadline for reconsideration David, Per the Commissioners Hilcorp has until January 4, 2016, and no later to file paperwork. Jody From: Colombie, Jody J (DOA) Sent: Friday, December 18, 2015 5:23 PM To: Seamount, Dan T (DOA); Foerster, Catherine P (DOA); Ballantine, Tab A (LAW); Davies, Stephen F (DOA); Roby, David S (DOA) Subject: Fwd: CO 701A - request to extented deadline for reconsideration Sent from my iPhone Begin forwarded message: From: David Duffy <dduffv@hilcorp.com> Date: December 18, 2015 at 4:34:30 PM AKST To: "'Colombie, Jody J (DOA)"' <jody.colombie@alaska.gov> Cc: David Wilkins <dwilkins@hilcorp.com>, Kevin Tabler <ktabler@hilcorp.com> Subject: RE: CO 701A - request to extented deadline for reconsideration Jody, Hilcorp has successfully negotiated a lease with the owner of the last remaining producing property in the Ninilchik Unit. After the paperwork is completed, we will release the funds currently held in suspense (^'68,000.00) and place the lease into current pay status. As a result, we've satisfied our obligation to establish third -party escrow accounts under CO 701A. On December 1, AOGCC extended Hilcorp's deadline to submit a request for reconsideration until January 4. With the property now leased, maintaining compliance with the current order is moot. Hilcorp still has concerns regarding the underlying conservation order's language and we'd like an opportunity to discuss these issues with AOGCC. The question now is timing and priority. Certainly, both Hilcorp and AOGCC have more important matters to address. I'll have a chance to speak wiiTfHilcorp leadership over the holidays, but precommend an informal meeting with AOGCC to highlight our concerns regarding CO 701. Ideally we can raise these issues with the Commission after other pending matters/open dockets are resolved. I get back with you before Jan. 4 with a more specific request to preserve or extend our right to file a request for reconsideration. In the meanwhile - have a great Christmas. Regards, David Duffy, Landman Hilcorp Alaska, LLC Direct: 907-777-8414 Cell: 907-301-2629 dduffv@hilcorp.com This email may contain confidential and / or privileged information and is intended for the recipient(s) only. In the event you receive this message in error, please notify me and delete the message. From: Colombie, Jody J (DOA)[mailto:jody.colombie@alaska.gov] Sent: Tuesday, December 01, 2015 7:52 AM To: David Duffy Subject: RE: CO 701A - request to extented deadline for reconsideration David, Request is approved. Per our conversation the new submittal date is January 4, 2016. Jody J. CoCombie .AOGCC SpeciaC.Assistant .Alaska OiCandGas Conservation Commission 333 West 71ti .Avenue .Anchorage, .ACaska 99501 Office: (907) 793-1221 _'Tax: (907) 276-7542 CONFIDENTIALITY NOTICE. This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or iodv.colombie@alaska.aov. From: David Duffy [mailto:dduffy(abhilcoro.com] Sent: Monday, November 30, 2015 12:39 PM To: Colombie, Jody J (DOA) Cc: Kevin Tabler Subject: RE: CO 701A - request to extented deadline for reconsideration Jody, The AOGCC previously granted us an extension on the deadline for reconsideration of CO701A. Since then, we've successfully located the owner of the unit's last remaining unleased producing tract. The owner lives in Oregon and we've submitted an offer to lease to her attorney. With the AOGCC's permission, I'd like to continue our lease discussions with the owner's attorney without having to set-up and place the funds into a separate (third party) escrow account. I expect to have this tract leased within the next month. At that time, we'll transfer all funds currently held in suspense and place her account into pay status. This will eliminate all issues related to the escrow account and related reporting currently required by CO 701. I'd be glad to regularly report back to the AOGCC, or provide any additional information that may be required. Best regards, David Duffy, Landman Hilcorp Alaska, LLC Direct: 907-777-8414 Cell: 907-301-2629 dduffv@hilcorp.com This email may contain confidential and / or privileged information and is intended for the recipient(s) only. In the event you receive this message in error, please notify me and delete the message. From: Colombie, Jody J (DOA)[mailto:jody.colombie(&alaska.gov] Sent: Thursday, October 29, 2015 11:02 AM To: David Duffy Cc: Kevin Tabler Subject: RE: CO 701A - request to extented deadline for reconsideration The Commissioners have GRAPTED your request. Reconsideration of C001A is now due November 27, 2015. Jody J. Colombie AOGCC Special Assistant .Alaska Oil and Gas Conservation Commission 333 West 711 Avenue Anchorage, .Alaska 99501 Office: (907) 793-1221 Tax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or iody.colombie@alaska.aov. From: David Duffy [mailto:dduffyCgbhilcorp.com] Sent: Thursday, October 29, 2015 10:40 AM To: Colombie, Jody J (DOA) Subject: CO 701A - request to extented deadline for reconsideration Jody, Kevin asked me to follow up with you regarding our request to extend the deadline for reconsideration of CO 701A. Ideally, we'd like an additional month (November 27th) Hilcorp is currently down to only one unleased producing tract in the Ninilchik Unit. Unfortunately, this owner (Tract 189) died in 2006 in Washington State and I've yet to locate any heirs or beneficiaries. Until the true owner of the property is identified, it is impossible to set up an escrow account on his/her behalf. We're taking some pretty aggressive steps to locate the owner - and with additional time, I'm hoping to resolve this issue. We also have some substantive requests related to specific language in the order, but given other pending issues facing Hilcorp-AOGCC, we'd very much appreciate the opportunity to have this discussion in a few weeks. I'd be glad to answer any additional questions you might have. Thank you, David Duffy, Landman Hilcorp Alaska, LLC Direct: 907-777-8414 Cell: 907-301-2629 dduffv@hilcorp.com This email may contain confidential and / or privileged information and is intended for the recipient(s) only. In the event you receive this message in error, please notify me and delete the message. 12 Colombie, Jody J (DOA) From: Colombie, Jody J (DOA) Sent: Tuesday, December 01, 2015 7:52 AM To: 'David Duffy' Subject: RE: CO 701A - request to extented deadline for reconsideration David, Request is approved. Per our conversation the new submittal date is January 4, 2016. Jody J. Colombie AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 333 West 711i Avenue Anchorage, Alaska 99501 Office: (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or iody.colombie@alaska.gov. From: David Duffy [mailto:dduffy@hilcorp.com] Sent: Monday, November 30, 2015 12:39 PM To: Colombie, Jody J (DOA) Cc: Kevin Tabler Subject: RE: CO 701A - request to extented deadline for reconsideration Jody, The AOGCC previously granted us an extension on the deadline for reconsideration of C0701A. Since then, we've successfully located the owner of the unit's last remaining unleased producing tract. The owner lives in Oregon and we've submitted an offer to lease to her attorney. With the AOGCC's permission, I'd like to continue our lease discussions with the owner's attorney without having to set- up and place the funds into a separate (third party) escrow account. I expect to have this tract leased within the next month. At that time, we'll transfer all funds currently held in suspense and place her account into pay status. This will eliminate all issues related to the escrow account and related reporting currently required by CO 701. I'd be glad to regularly report back to the AOGCC, or provide any additional information that may be required. Best regards, David Duffy, Landman Hilcorp Alaska, LLC Direct: 907-777-8414 Cell: 907-301-2629 dduffv@hilcorp.com • This email may contain confidential and / or privileged information and is intended for the recipient(s) only. In the event you receive this message in error, please notify me and delete the message. From: Colombie, Jody J (DOA)[ma iIto: jody.colombie@alaska.gov] Sent: Thursday, October 29, 2015 11:02 AM To: David Duffy Cc: Kevin Tabler Subject: RE: CO 701A - request to extented deadline for reconsideration • The Commissioners have GRANTED your request. Reconsideration of C0701A is now due November 27, 2015. Jody J. Co(ombie .AOGCC Specia(.Assistant .Alaska OiCandGas Conservation Commission 333 West 7'ti .Avenue .Anchorage, .A(aska 99501 Office: (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or iodv.colombie@alaska.gov. From: David Duffy [mailto:dduffy(@hilcorp.com] Sent: Thursday, October 29, 2015 10:40 AM To: Colombie, Jody J (DOA) Subject: CO 701A - request to extented deadline for reconsideration Jody, Kevin asked me to follow up with you regarding our request to extend the deadline for reconsideration of CO 701A. Ideally, we'd like an additional month (November 27th). Hilcorp is currently down to only oneZfnleased producing tract in the Ninilchik Unit. Unfortunately, this owner (Tract 189) died in 2006 in Washington State and I've yet to locate any heirs or beneficiaries. Until the true owner of the property is identified, it is impossible to set up an escrow account on his/her behalf. We're taking some pretty aggressive steps to locate the owner - and with additional time, I'm hoping to resolve this issue. We also have some substantive requests related to specific language in the order, but given other pending issues facing Hilcorp-AOGCC, we'd very much appreciate the opportunity to have this discussion in a few weeks. I'd be glad to answer any additional questions you might have. Thank you, David Duffy, Landman Hilcorp Alaska, LLC Direct: 907-777-8414 Cell: 907-301-2629 dduffv@hilcorp.com This email may contain confidential and / or privileged information and is intended for the recipient(s) only. In the event you receive this message in error, please notify me and delete the message. 11 Carlisle, Samantha J (DOA) From: Colombie, Jody J (DOA) Sent: Wednesday, November 25, 2015 3:54 PM To: Seamount, Dan T (DOA); Foerster, Catherine P (DOA); Ballantine, Tab A (LAW); Roby, David S (DOA); Carlisle, Samantha J (DOA) Subject: Fwd: Frances #1 Sent from my iPhone Begin forwarded message: From: "Decker, Paul L (DNR)" <paul.decker@alaska.gov> Date: November 25, 2015 at 3:12:37 PM AKST To: "Colombie, Jody J (DOA)" <iody.colombie@alaska.gov> Cc: "Guhl, Meredith D (DOA)" <meredith.guhl@alaska.gov> Subject: Frances #1 Hi Jody, I've spoken today with Don Shaw, who said he also spoke with you. As you're likely aware, he's a private mineral interest owner adjacent to the Frances #1 well in the Ninilchik field. He asked whether the operator had requested extended confidentiality. I told him DNR has not received such a request to this point, and that AOGCC records currently show the well will be eligible for public release on March 24, 2016. Thanks, -Paul Paul L. Decker, Petroleum Geologist Resource Evaluation Manager Alaska Division of Oil & Gas 550 W. 7th Ave, Ste. 1100 Anchorage, AK 99501 (907)269-8791 paul.decker@alaska.sov CONFIDENTIALITY NOTICE., This e-mail message, including any attachments, contains information from the Department of Natural Resources (DNR), State of Alaska and is for the sole use of the intended red pient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the DNR is aware of the mistake in sending it to you, contact Paul Decker at (907) 269-8791 or paul.decker@alaska.gov. 10 Colombie, Jody J (DOA) From: don shaw <shawmanseafoods@yahoo.com> Sent: Wednesday, November 25, 2015 2:31 PM To: Colombie, Jody J (DOA) Subject: RE: Order Hi Jody Thanks for the info about Paul Decker, he is checking and will call me back. As to "some confusion" I highly agree. I'm not trying to be difficult but what is the assistant Attorney General doing involved with my belief that Hilcorp is stealing gas that belongs to me? Am I missing something? On Oct. 11, 2015 1 sent: Dear Commissionaires, I would like to take this moment to Thank You for your resent ruling in Conservation Order 701A and for looking out for the privet landowners correlative rights, even if this ruling only stands for 5 years, it is a start. I understand that your ruling can be appealed to the courts so we will see what happens next. I am unsure though how your ruling affects my position. Having reviewed Conservation Order 701 September 18,2014 Page 4 of 6 Affected Area: Seward Meridian Township & Range Section [s] Portion[s] I read it as having me at 1 South, 13 West, Section 8, All of the portion is affected. Is there some way to clarify my position? As your well aware, my belief is that my minerals are supplying part of the Francis 1 gas well and that the Only Way to prove or disprove that is through seismic readings that very few privet landowners can afford to do. Being of a confidential nature, my choosen Officer of the Court and their choosen expert should be allowed to view Hilcorps seismic research on my behalf. Thank You, Don Shaw On Nov 12, 2015 1 sent: Dear Samantha Carlisle, Good Morning, I am trying to find out if Hilcorp has chosen to appeal the commission's ruling on Conservation Order 701A [past e-mail included to help refresh you]. Also,l had ask the commissionaires how that a ruling affects me as Conservation Order 701 seems to say that I'm supplying part of the Francisl gas well. Is this a question that I should bring up at the Dec. 2 public meeting? Looking forward to your reply, Do*w s Having never received answers I phoned, spoke with you, and it seems, misunderstood what was taking place with the assistant Attorney General. Jody, I guess it might be best to ask this way. What is in front of the AOGCC commissioners? What is in front of the assistant Attorney General? If the AOGCC only adjudicates my correlative rights then who upholds them? Where do I find Hilcorp's spacing request, that the AOGCC ruled on May 12, 2014? Thanks for your help. I truly am not trying to be difficult, just trying to learn. Don Shaw On Wed, 11/25/15, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: RE: Order To: "don shaw" <shawmanseafoods@yahoo.com> Date: Wednesday, November 25, 2015, 11:24 AM Mr. Shaw: Our phone conversations and our emails have clearly created some confusion. I am hopeful that this email will serve to clarify these issues. I never said that your correlative rights were being decided or ruled on by an assistant Attorney General. Nor did I say the decision was out of the AOGCC's hands or that your claims are in front of an assistant Attorney General. Just to clarify, claims before the AOGCC are decided solely by the AOGCC commissioners. In the matter of Hilcorp's spacing request, the AOGCC ruled on May 12, 2014. The AOGCC cannot address the issues you raise as to your online access. Also, the AOGCC cannot provide any information as to gas price, at the wellhead or elsewhere, as we do not collect this information and it is outside our jurisdiction. Since the issue of extended confidentiality is decided by DNR, your question as to whether Hilcorp has applied for extended confidentiality should be sent to DNR. You may contact Paul Deck at State of Alaska, Department of Natural Resources, Division of Oil and Gas at (907) 269-8791. Jody J. Colombie AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 2 • Carlisle, Samantha J (DOA) From: Colombie, Jody J (DOA) Sent: Wednesday, November 25, 2015 1:24 PM To: Carlisle, Samantha J (DOA) Subject: FW: Order -----Original Message ----- From: Colombie, Jody J (DOA) Sent: Wednesday, November 25,2015 11:24 AM To: 'don shaw' Subject: RE: Order Mr. Shaw: • Our phone conversations and our emails have clearly created some confusion. I am hopeful that this email will serve to clarify these issues. I never said that your correlative rights were being decided or ruled on by an assistant Attorney General. Nor did I say the decision was out of the AOGCC's hands or that your claims are in front of an assistant Attorney General. Just to clarify, claims before the AOGCC are decided solely by the AOGCC commissioners. In the matter of Hilcorp's spacing request, the AOGCC ruled on May 12, 2014. The AOGCC cannot address the issues you raise as to your online access. Also, the AOGCC cannot provide any information as to gas price, at the wellhead or elsewhere, as we do not collect this information and it is outside our jurisdiction. Since the issue of extended confidentiality is decided by DNR, your question as to whether Hilcorp has applied for extended confidentiality should be sent to DNR. You may contact Paul Deck at State of Alaska, Department of Natural Resources, Division of Oil and Gas at (907) 269-8791. Jody J. Colombie AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, Alaska 99501 Office: (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or jody.colombie@alaska.gov. -----Original Message ----- From: don Shaw [mailto:shawmanseafoods@yahoo.com] Sent: Tuesday, November 24, 2015 3:16 PM To: Colombie, Jody J (DOA) Subject: Re: Order Hi Jody, I understand that my correlative rights are in front of an assistant Attorney General from our phone call last week. My resent calls have been to find out how much gas is worth at the well. Also, to find out the wells with Extended Confidentiality. My computer is a Gateway 7330GZ Mobil Intel[R] Pentium [R] 4 cpu 3.06 GHz 480 MB of Ram Windows XP Home Edition Version 2002 Service Pack 3. If you understand any of that your doing Far better than me. All that I know is that it is slower than I am and will not open most anything on the AOGCC website. pdf seems to work. My next move is to send a Data Request but I get shot down there with the disclaimer "I certify that I am neither a party nor representing or acting on behalf of a party involved in litigation in a judicial or administrative forum with the State of Alaska or public agency to which these records are relevant." I'm to believe that being in front of an assistant Attorney General would put me under 'administrative forum". As you well know of my fight with Hilcorp and the Francesl well, I am trying to stay as informed as I can, all the while learning this complex battle as it is taking place. I am at a great disadvantage, had I known it would have gone this far I could have been better prepared in the beginning and had a better idea of whats happening now and next. With the website not being user friendly for poor people with outdated computers this makes it extremely difficult to view any maps or gain most any type of information and I'm only 1 of hundreds being affected by Hilcorps drilling in the Ninilchik Unit. Throw on top of that, I live off the grid so that is gasoline for the generator just to get online to a site that is best geared for people with modern computers. When you have no income, a few gallons of gasoline is a lot. I'm not trying to be difficult or to rehash what is taking place, I know that it is out of your hands and pretty much out of everybody else hands at AOGCC until the assistant Attorney General rules. DNR is unable to help with the price of gas at the well, 'contract specific" I believe was the term. With Francesl having confidentiality.I am trying to find out it they have applied for Extended Confidentiality. If snow or rain falls on Francesl I am trying to stay abreast of it [that one's easy:-] What happened to the days when you clicked on September 2015 production and the page opened to it? Instead of Excel, download, failed download, open with and everything you try fails. Anyway Jody, I'm not trying to drive anybody over there nuts nor trying to rehash anything. I'm just trying to learn but my hands are cyber tied. Thank You, Don Shaw On Tue,11/24/15, Colombie, Jody J (DOA) <jody.colombie@alaska.gov> wrote: Subject: Order To: "Don Shaw" <shawmanseafoods@yahoo.com> Date: Tuesday, November 24, 2015, 8:58 AM Mr. Shaw, The AOGCC's order in this case addresses the issues you keep asking about. The AOGCC does not and cannot provide interpretations of its orders, or the evidence upon which those orders are based. As I think we've mentioned before, although the AOGCC protects correlative rights, it does not advocate on behalf of any party; basically it looks at the evidence presented and makes its determination. If in the course of reviewing evidence, the AOGCC determines that a party's correlative rights are being violated, it will act to protect those rights. As a result, the only answer I can give you is to review the AOGCC's order and look at the maps which were presented in evidence. If you feel that your correlative rights are in jeopardy, then you should seek advice. But as we've already said, the AOGCC cannot provide that advice. Jody J. Colombie AOGCC Special Assistant Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, Alaska 99501 Office: (907) 793-1221 Fax: (907) 276-7542 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Jody Colombie at 907.793.1221 or jody.colombie®alaska.gov. Carlisle, Samantha J (DOA) From: don shaw <shawmanseafoods@yahoo.com> Sent: Sunday, October 11, 2015 9:51 PM To: Carlisle, Samantha J (DOA) Subject: Re: Conservation Order 701A (Ninilchik Unit) Dear Commissionaires, I would like to take this moment to Thank You for your resent ruling in Conservation Order 701A and for looking out for the privet landowners correlative rights, even if this ruling only stands for 5 years, it is a start. I understand that your ruling can be appealed to the courts so we will see what happens next. I am unsure though how your ruling affects my position. Having reviewed Conservation Order 701 September 18,2014 Page 4 of 6 Affected Area: Seward Meridian Township & Range Section [s] Portion[s] I read it as having me at 1 South, 13 West, Section 8, All of the portion is affected. Is there some way to clarify my position? As your well aware, my belief is that my minerals are supplying part of the Francis 1 gas well and that the Only Way to prove or disprove that is through seismic readings that very few privet landowners can afford to do. Being of a confidential nature, my choosen Officer of the Court and their choosen expert should be allowed to view Hilcorps seismic research on my behalf. Thank You, Don Shaw On Fri, 10/9/15, Carlisle, Samantha J (DOA) <samantha.carlisle@alaska.gov> wrote: Subject: Conservation Order 701A (Ninilchik Unit) To: 'Ballantine, Tab A (LAW)" <tab.ballantine@alaska.gov>, 'Bender, Makana K (DOA)" <makana.bender@alaska.gov>, "Bettis, Patricia K (DOA) <patricia.bettis@alaska.gov>, 'Bixby, Brian D (DOA)" <brian.bixby@alaska.gov>, 'Brooks, Phoebe L (DOA)" <phoebe.brooks@alaska.gov>, "Carlisle, Samantha J (DOA)" <samantha.carlisle@alaska.gov>, "Colombie, Jody J (DOA)" <jody.colombie@alaska.gov>, "Cook, Guy D (DOA)" <guy.cook@alaska.gov>, "Crisp, John H (DOA)" <john.crisp@alaska.gov>, "Davies, Stephen F (DOA)" <steve.davies@alaska.gov>, "Eaton, Loraine E (DOA)" <loraine.eaton@alaska.gov>, "Foerster, Catherine P (DOA)" <cathy.foerster@alaska.gov>, "Frystacky, Michal (DOA)" <michal.frystacky@alaska.gov>, "Grimaldi, Louis R (DOA)" <lou.grimaldi@alaska.gov>, "Guhl, Meredith D (DOA)" <meredith.guhl@alaska.gov>, "Herrera, Matthew F (DOA)" <matthew.herrera@alaska.gov>, "Hill, Johnnie W (DOA)" <johnnie.hill@alaska.gov>, "Jones, Jeffery B (DOA)" <jeff.jones@alaska.gov>, "Kair, Michael N (DOA)" <michael.kair@alaska.gov>, "Loepp, Victoria T (DOA)" <victoria.loepp@alaska.gov>, "Mumm, Joseph (DOA sponsored)" <joseph.mumm@alaska.gov>, "Noble, Robert C (DOA)" <bob.noble@alaska.gov>, "Paladijczuk, Tracie L (DOA)" <tracie.paladijczuk@alaska.gov>, "Pasqual, Maria (DOA)" <maria.pasqual@alaska.gov>, "Regg, James B (DOA)" <jim.regg@alaska.gov>, "Roby, David S (DOA)" <dave.roby@alaska.gov>, "Scheve, Charles M (DOA)" <chuck.scheve@alaska.gov>, "Schwartz, Guy L (DOA)" <guy.schwartz@alaska.gov>, "Seamount, Dan T (DOA)" 9 Carlisle, Samantha J (DOA) From: don shaw <shawmanseafoods@yahoo.com> Sent: Friday, August 14, 2015 9:53 AM To: Carlisle, Samantha J (DOA) Subject: Re: Letter Dear Mr. Seamount, I understand the spacing exception neither proves nor disproves my correlative rights. My position is and always has been that I'm included in notice of what is happening around Frances 1 and that means that I have a voice otherwise why even bother with people like me? It is with great sadness that I say I am unable to come up with the millions of dollars to do my own seismic testing to either prove or disprove my land supplies part of the gas produced by Frances 1 or even that I'm unable to travel, let alone buy 2 copies of any maps that I find showing Falls Creek being called a Natural Gas Reserve and a Natural Gas Field. It is with even greater sadness that when I say, yet once again, my State seems to be in favor of oil and gas corporations over the people who make up the State of Alaska. The AOGCC has the most recent and modern seismic research that would prove or disprove my claim yet seems unable to live up to their mission statement "and the rights of all owners to recover their share of the resource." On another note about the escrow account and those who haven't signed Hilcorps lease. Why should people have to sign a lease they don't agree with, Hilcorps version in Hilcorps favor, not in the favor of the owners of the minerals and gas? I will e-mail a copy of this letter to Mr. Duffy. Thank you, Don Shaw On Mon, 7/13/15, Carlisle, Samantha J (DOA) <samantha.carlisle@alaska.gov> wrote: Subject: Letter To: "shawmanseafoods@yahoo.com" <shawmanseafoods@yahoo.com> Date: Monday, July 13, 2015, 9:25 AM Hi Don, I� Attached is a copy of the letter that we mailed to you last week. Let me know if you need anything else. Thank you, Samantha Carlisle Executive Secretary II Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, AK 99501 (907) 793-1223 (phone) (907) 276-7542 (fax) • CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Samantha Carlisle at (907) 793-1223 or Samantha.Carlisle©alaska.gov. THE NATE 0 940"M&� - M�A GOVERNOR BILL WALKER July 9, 2015 Don Shaw 850 S. Hassler Dr. Wasilla, AK 99654 Dear Mr. Shaw: • Alaska Oil and Gas Conser~vati®n Commission 333 West Seventh Avenue Anchorage, Alaska 99501-3572 Main: 907.279.1433 Fax: 907.276.7542 www.aogcc.olaska.gov After reviewing your July 6, 2015 correspondence regarding the Frances 1 spacing exception, the Alaska Oil and Gas Conservation Commission (AOGCC) is unclear as to whether you are providing additional information you wish to have considered by AOGCC or whether you are requesting AOGCC take action, and if so, what action you are requesting the AOGCC take. For example, if you are requesting another hearing on the spacing exception and its impact upon your correlative rights, you need to file the request, state the reason for your request, and make sure Hilcorp Alaska, LLC (Hilcorp) is provided a copy of your request. By way of clarification as to what would occur in such a hearing, the AOGCC does not take sides in such a hearing; its roll is limited to adjudicating the validity of your claims. As the party requesting relief, you would bear the burden of providing evidence to prove your claims. If your claim is that you should be included in the Ninilchik Unit, applications to be a part of an existing unit must initially be addressed to the Oil and Gas Division of the Department of Natural Resources, not the AOGCC. One other matter warrants clarification. You have referenced on numerous occasions the fact that part of your property lies within 3000 feet of the Frances 1 well. That fact neither proves nor disproves that your correlative rights are being violated; it simply defines the parties to whom Hilcorp was required to send notice of its request for a spacing exception. Please advise the AOGCC as to what it is you are requesting. 11-11"j- /0 I-J� Cathy . Foerster Chair, Commissioner cc: Corrie Feige, DNR Kevin Tabler, Hilcorp Sincerely, aniel T. Se mount, Jr. Commissioner • July 6, 2015 Hand Delivered Cathy Foerster, Chair AOGCC 333 West 7th Ave, Suite 100 Anchorage, Ak 99501 • RECEIVED JUL 06 2015 AOGCC Don Shaw 850 S. Hassler Dr. Wasilla, Ak. 99654 Motion for AOGCC to formally review my correlative rights due to Hilcorp analysis. As I testified during the June 2,2015 hearing on docket CO -14-029 I now summit the following supplemental items be'incorporated in reply to Hilcorps June 11 hand delivered supplemental data. Due to our independent nature our Alaska Constitution affords even greater power to our rights than those afforded in our U.S. Constitution. As a commercial fisherman I am fiercely independent, as an Exxon Valdez Oil Spill litigant I am hyper vigilant. Everybody seems to agree that I fall within the 3000' spacing exception. Had the Francis 1 well been drilled a few hundred feet west of where it is I wouldn't even be here. Hilcorp came from Louisiana. Their purchase of the Erath Field from Texaco in 1995 came saddled with a significant environmental liability. A liability in the form of contamination, including asbestos, and radioactive waste [primarily radium -226] from past production processes. That legal obligation is clearly stated in the 1995 Purchase and Sale Agreement that formalized the transaction. Hilcorp assumed ALL liability for ALL contamination at the site. Hilcorp signed a contract that they are legally obligated to clean up the contamination, it demands it! In almost 20 years Hilcorp has never cleaned up the toxic material. Hilcorp has made more than $100 million operating in the Erath Field. The industry is putting heavy pressure on the Louisiana State Legislature to pass a bill that would strip landowners of their right to sue 1 0 • oil companies [like Hilcorp] for damages to their private property. In Lawrence County, Pennsylvania Hilcorp is trying for forced pooling so that they can hydraulically frack uncooperative landowners. Louisiana did not know of this deceit UNTIL AFTER Hilcorp left for Alaska. That is the deceit that is now in Alaska and thriving. During the June 2, hearing it was mentioned a couple of times how close AOGCC, DNR and Hilcorp had worked so closely that they could almost do each other's jobs. That kind of complacency is the paved highway a deceitful company thrives on in their quest for Billions of dollars of profit. During the hearing Commissionaire Foerster [speaking about royalties] mentioned that no matter how much we like you [Hilcorp] we have forced royalties before and we will do it to you if we have to. It is encouraging for a common man such as myself to hear. I am not on a fishing expedition, my minerals are being drained without my permission. After hearing about 300' of sandstone 1/2 mile East of the well, that puts them almost on my doorstep. The pretty lines on the surface that make up the unit do not do justice to what's happening all those thousands of feet down there. I'm not asking to be included in the unit, instead, I'm being drained by the unit. I have seen recently, a DNR map for ADFG and the closed razor clam areas. Falls Creek Natural Field can clearly be seem. I found that one with a simple internet search. As I testified I've seen a map that calls it the Falls Creek Natural Gas Reserve though I don't remember where. I'm sure DNR would be better in obtaining any maps of the region. My marsh/pond testimony seems wrong after the hearing. I AM THE POND being drained by the marsh. Without the seismic reading being supplied, or the million's of dollars to hire my own, Hilcorp is free to rape and steal not only my gas but the gas from 9 news wells with more on the way with the State's blessing. That is money best spent buy the very people who own the gas. AOGCC and DNR already have the seismic data but I fear office talk and compliancy makes it hard on the little man. Hilcorp already knows the questions and answers before the day is through. We are not drilling out in our vastness, we're getting under private peoples feet. Hilcorp came to Alaska based on deceit and will continue to deceive. This is an issue to seldom come up in Alaska, I feel it is fairly new due to now drilling closer to homes, the owners of the minerals. How many home owners can come up with the Millions of dollars to protect themselves? If I must produce my own seismic data then I ask the AOGCC to force Hilcorp to fund my war chest in the same way Exxon plaintiffs' were funded to fight. The first phone call that I had with Mr. Duffy made it sound like that when I signed the lease once they start producing I would receive royalties. I can recall this very accurately due to the fact that 1 recorded the phone call and that phone call can be available to the AGOCC to be included into the record. I do not have a copy with me at this time as I am away from home but I might be able to e-mail it [maybe] or record it to disk and mail it. It is nice to be able to hide behind exploratory [2 years later data is released] and confidential. In the vastness that is Alaska, the remote regions can work with that. Getting under private owners feet someone must look out for the private owner and that someone is the private owner. It is an unjust burden to place on the private owner to supply geological proof their land is productive of gas from the same accumulation. The very cost is limited to the vast wealth of a corporation, be they ligament or deceitful [such as Hilcorp]. As I testified, review of any seismic data concerning my rights should be made available to my chosen Officer of the Court. Also included should be they're chosen expert. That and that alone is the only way to ensure that my "correlative rights", in light of Hilcorps interpretation of seismic and well bore information are truly upheld. Being that the AGOCC is well aware of the 13 violations [so far] Hilcorp has against them in their short time in Alaska, and the hundreds of thousands of dollars in fines, coupled with their heartless and uncaring actions in Louisiana will show that Hilcorp did not come to Alaska in good faith but instead to deceive. During AGOCC's review of Hilcorps spider maps I ask to check the dates the maps were made, before June 2, 2015 or after June 2, 2015 and to check that information already on file to ensure the honesty of their actions. Any fault that connects my land to the Francis 1 well means Hilcorp is stealing my gas. A lot of interest was placed on my signing the lease last year while I was in Cordova. Although we fully understand the considerable power and influence of the oil industry, we expect our officials to act responsibly and act on the side of justice. Thank You, on Shaw 'I 3 • Hilcorp Alaska, LLC June 11, 2015 • DECEIVE® JUN 12 2015 AOGCC Hand Delivered Cathy Foerster, Chair Alaska Oil and Gas Conservation Commission 333 West 7th Avenue, Suite 100 Anchorage, Alaska 99501 Re: Supplemental Data Regarding Docket CO -14-029 Dear Chair Foerster: Kevin A. Tabler Land Manager, Alaska Post Office Box 244027 Anchorage, AK 99524-4027 3800 Centerpoint Drive Suite 1400 Anchorage, AK 99503 Phone: 907/777-8379 Fax: 907/777-8580 ktabler@hilcorp.com As requested in the Alaska Oil and Gas Conservation Commission (Commission) hearing of June 2, 2015, Hilcorp Alaska, LLC submits the following supplemental items to be incorporated in the record under Docket CO -14-029: Figure 1 is the Francis #1 Spacing Exception Plat (shows 1,500' radius from perforation in wellbore and the 3,000' required public notice radius) submitted with Hilcorp Alaska, LLC's Spacing Exception Application. The applicable regulation provides that "for a well drilling for gas, a wellbore may be open to test or regular production within 1,500 feet of a property line only if the owner is the same and the landowner is the same on both sides of the line." 20 AAC 25.055(a)(2). This was the reason for the exception application. • The inner circle (yellow) delineates those potentially affected landowners within 1,500' of the Frances No. 1 well. • Mr. Shaw's property is NOT located within 1,500' of the Frances No. 1 well. The regulations also require that the applicant provide notice to all landowners within 3,000' of the well for which a spacing exception is sought. 20 AAC 25.055(d)(1). • A portion of Mr. Shaw's property (identified as No. 238 on Figure 1) lies within the 3,000' notice area. Therefore Hilcorp was obligated to provide Mr. Shaw notice of our spacing exception application. • Hilcorp complied with this obligation. There is no question that Mr. Shaw received a copy of our spacing exception application. AOGCC Supplemental Letter • • Docket CO -14-029 June 11, 2015 Page 2 of 3 • Mr. Shaw apparently believes because he received notice of our Spacing Exception Application, Hilcorp was requesting the Commission permission to drain his property. That is not the case. Under statewide spacing rules, Mr. Shaw was entitled to notice. He received that notice. Because Mr. Shaw's property is located more than 1500' from Frances No. 1, he is NOT a potentially affected party. Therefore, Mr. Shaw is not a proper party to this proceeding which relates only to Conservation Order 701. Additionally, the Commission asked whether Hilcorp Alaska would be willing to show Mr. Shaw's representative confidential seismic data which include lands in and around Mr. Shaw's property. We have considered that request and respectfully decline to do so. First, any request by Mr. Shaw to be included in the Ninilchik Unit and any associated Participating Area is a separate question from that which the Commission is being asked to address in this proceeding to amend Conservation Order 701 respecting the well spacing and escrow account requirements. Second, Mr. Shaw expressly and by implication claims that his correlative rights are jeopardized by failure to include his acreage in the Ninilchik Unit and the Falls Creek Participating Area. In essence, Mr. Shaw seeks involuntary pooling or unitization of his land in the Ninilchik Unit. Mr. Shaw's correlative rights are not endangered; he has not petitioned for involuntary pooling or unitization; he has not demonstrated that the operations in the Ninilchik Unit are draining a common source of supply; and he is not entitled to Hilcorp Alaska's seismic data or other proprietary information. AS 31.05.170(2) defines "correlative rights" as "the opportunity afforded, so far as it is practicable to do so, to the owner of each property in a pool to produce without waste his just and equitable share of the oil or gas, or both, in the pool; being an amount, so far as can be practically determined, and so far as can practicably be obtained without waste, substantially in the proportion that the quantity of recoverable oil or gas, or both under the property bears to the total recoverable oil or gas or both in the pool, and for such purposes to use his just and equitable share of the reservoir energy." Mr. Shaw has always had and still has the opportunity to determine whether his land is productive of oil or gas, and, if so, whether that production would come from a common source of supply currently being tapped by operations in the Ninilchik Unit. He may conduct seismic operations and, upon obtaining a spacing exception and permit to drill, drill a well. In this, the sum of his correlative rights are protected. In the absence of geological proof that Mr. Shaw's land is productive of gas from the same accumulation tapped in the Ninilchik Unit, Mr. Shaw is not entitled to the equivalent of involuntary unitization in this proceeding nor is he entitled to conduct a fishing expedition in Hilcorp Alaska's data files. When confronted with a similar claim in In the Matter of AOGCC Supplemental Letter • Docket CO -14-029 June 11, 2015 Page 3 of 3 Application of Burglin, Conservation File No. 150, the Commission was very clear that an individual who seeks access to a dry gas field (such as Ninilchik) must demonstrate that common source of supply, and the operator of the field is not required to provide seismic data or other information to the individual. The burden of proof is and remains with the individual who seeks involuntary access to the pool of gas. Pursuant to the Commission's request, we are providing the following proprietary interpretive maps: Figure 2. CONFIDENTIAL Spider Map of active well perforations within 1,500' of Francis #1 wellbore perforation and 3,000' required public notice radius. Figure 3. CONFIDENTIAL Spider Map of the Francis #1 and adjacent wellbores with available seismic line coverage, interpretive fault mapping and 3,000' public notice radius in relation to Shaw property. Pursuant to 20 AAC 540(c)(10), we request confidential treatment for Figure 2 and Figure 3. The maps reflect trade secrets as defined in AS 45.50.940. They are commercially sensitive as they reflect our proprietary interpretive work. Specifically, these figures show Hilcorp Alaska's interpretation of seismic and well bore information to show the locations of the faults in the vicinity of the Bartolowitz Pad which is the location of the Francis #1 well. These figures have been stamped "CONFIDENTIAL" to indicate the proprietary nature of them. Sincerely , H CORP ALASKA, LLC A vin A. Tabler Land Manager, Alaska I.J Ninilchik Unit Frances #1 Spacing Exception March 4, 2014 Page 8 of I I EXHIBIT A . Figure 1 Ninilchik Unit Frances #1 Y Spacing Exception Application i r� 1 ALASKA OIL AND GAS CONSERVATION COMMISSION 2 Before Commissioners: Cathy Foerster, Chair 3 Daniel T. Seamount 4 5 In the Matter of Hilcorp Alaska, ) 6 LLC's Application for the Proposed ) 7 Amendment of Pool Rules in the ) 8 Beluga/Tyonek Gas Pool, Ninilchik ) 9 Field. ) 10 ) 11 Docket No.: CO 14-029 12 ALASKA OIL and GAS CONSERVATION COMMISSION 13 Anchorage, Alaska 14 June 2, 2015 15 9:00 o'clock a.m. 16 PUBLIC HEARING 17 BEFORE: Cathy Foerster, Chair 18 Daniel T. Seamount, Commissioner 2 • • 1 TABLE OF CONTENTS 2 Opening remarks by Chair Foerster 03 3 Remarks by Mr. Duffy 06 4 Remarks by Mr. Tabler 24 5 Remarks by Mr. Buthman 43 6 Remarks by Mr. Smith 50 7 Remarks by Mr. Shaw 54 2 • 1 P R O C E E D I N G S 2 (On record - 9:01 a.m.) 3 CHAIR FOERSTER: I'll call this hearing to 4 order. Today is June 2nd, 2015, the time is 9:01 a.m. 5 We're located in the offices of the Alaska Oil and Gas 6 Conservation Commission, 333 West Seventh Avenue, 7 Anchorage, Alaska. To my left is Commissioner Dan 8 Seamount and I'm Cathy Foerster, the Chair. 9 We're meeting today on Docket CO 14-029, the 10 Beluga/Tyonek Gas Pool, Ninilchik Field Proposed 11 Amendment of the Pool Rules. Hilcorp Alaska, LLC by 12 letter dated October 20th, 2014 has requested that 13 conservation order number 701 which establishes pool 14 rules governing development of the Beluga/Tyonek gas 15 pool, Ninilchik field be amended to the well spacing 16 and escrow account requirements. The AOGCC has chosen 17 to call a hearing on this application instead of 18 handling it administratively because the proposed 19 changes in the well spacing and escrow requirements may 20 impact the correlative rights of parties that are 21 within the defined area of the pool or unit, but are 22 not yet committed to the unit. 23 You have submitted some nonconfidential 24 exhibits today as well as some confidential ones and we 25 will need justification for keeping the confidential 3 0 • 1 ones confidential. And we can get -- we can do that as 2 we get to them. 3 Computer Matrix will be recording today's 4 proceedings and you can get a copy of the transcript 5 from Computer Matrix. 6 The Commissioners would like to remind those 7 who are testifying to speak into both microphones so 8 that persons in the rear of the room can hear and so 9 the court reporter can also get a clear recording. 10 I see that we have parties from Hilcorp, from 11 DNR and then a public -- a member of the public who 12 would like to testify today. We'll start with Hilcorp 13 since it's you guys' application. And let's discuss 14 the confidential material. Is this material that you 15 have interlaced throughout your presentation or do you 16 have a proposed time at which you'd like to discuss 17 confidential materials? 18 MR. DUFFY: Good morning. My name is David 19 Duffy and I'm a landman with Hilcorp Alaska, I'm also 20 an attorney and I'll be presenting the bulk of the 21 information today. 22 As to confidentiality, the map that's 23 referenced on the board and the slides are not 24 confidential and so we have no confidentialities -- 25 confidential issues to address at all. a] 0 0 1 CHAIR FOERSTER: Oh. So nothing that you 2 present today is going to be confidential? 3 MR. DUFFY: Not at all. 4 CHAIR FOERSTER: That -- that's great. Okay. 5 Thank you. Are you ready to begin? 6 MR. DUFFY: I am. 7 CHAIR FOERSTER: Okay. Then please do. 8 MR. DUFFY: As we get started Hilcorp also has 9 Kevin Tabler who's available and..... 10 MR. TABLER: Yes, my name's Kevin Tabler, I'm 11 land manager at Hilcorp. And I'll testify as necessary 12 and get qualified when and if need be. 13 CHAIR FOERSTER: Okay. So, Mr. Duffy, before 14 you begin let me swear you in. 15 COMMISSIONER SEAMOUNT: I'd like to ask a 16 question for, Madam Chair. 17 CHAIR FOERSTER: Oh, please do. 18 COMMISSIONER SEAMOUNT: I know that we've had 19 hearings on this before and we've gone into the geology 20 and detail, but has Hil -- is there any geologist from 21 Hilcorp here..... 22 MR. DUFFY: We do. 23 COMMISSIONER SEAMOUNT: .....today? Okay. 24 MR. DUFFY: So we have Mr. David Buthman who's 25 been previously qualified as an expert, he's in the 5 0 1 back. 2 COMMISSIONER SEAMOUNT: Oh, I see. Okay. 3 MR. DUFFY: Yeah. 4 CHAIR FOERSTER: Okay. So, Mr. Duffy, raise 5 your right hand? 6 (Oath administered) 7 MR. DUFFY: I do. 8 CHAIR FOERSTER: All right. And would you like 9 to be recognized as an expert in any particular area? 10 MR. DUFFY: There's no need for that today. 11 CHAIR FOERSTER: All right. Then please 12 proceed. 13 MR. DUFFY: Okay. Thank you. 14 DAVID DUFFY 15 called as a witness on behalf of Hilcorp Alaska, LLC, 16 stated as follows on: 17 DIRECT EXAMINATION 18 MR. DUFFY: Well, first we'd like to thank the 19 Commission for the opportunity just to present and 20 provide detail regarding our proposal. As you 21 mentioned we submitted it on October 20th and it was a 22 proposal to modify conservation order 701 and the 23 objective was to or is to provide unlimited spacing 24 throughout the Ninilchik field and the Beluga/Tyonek 25 gas pool. And the -- in establishment of 701 Hilcorp M 1 proposed to have the field and the pool be defined, the 2 legal boundaries of the affected area to coincide with 3 the unit boundary. And that's what 701 did. And the 4 other objective that we're going to talk about today is 5 our proposal to modify the existing rules related to 6 the requirement to escrow revenue for the uncommitted 7 tracks. 8 And the procedural history that led up to the 9 submission of the order and the correspondence that we 10 had with DNR and AOGCC staff are already in the record, 11 I don't think I need to go through that in great 12 detail, but it's detailed on the cover letter that's 13 attached. And the short story is that after receiving 14 conservation order 701 we had some initial questions 15 and concerns related to the statewide spacing and the 16 escrow accounts and we met with AOGCC staff and then we 17 shared a draft proposal of what our comments were with 18 DNR. They provided some comments back, we incorporated 19 those comments and that's what led to the submission of 20 the proposal that's before us today. 21 Hilcorp's primary concern is that the 22 application of statewide spacing rules in portions of 23 the unit rather than throughout the whole -- or I'm 24 sorry, the un -- to provide unlimited spacing. Under 25 conservation order 701 it establishes unlimited spacing 7 1 for those areas that are within existing participating 2 areas. And then requires -- applies statewide spacing 3 or statewide rules to those areas that are within 1,500 4 feet of an unleased tract. And there's also -- and 5 this map right here provides some general reference and 6 it's hard to speak into the microphone and talk, but 7 the map itself shows the outline of the unit boundary. 8 And the buffer that follows parallel to the outside 9 shows the 1,500 foot buffer that we requested and 10 received and so that would require statewide spacing 11 rules anywhere within 1,500 feet of the edge of the 12 unit. And in a couple minutes I'll detail the land 13 ownership status of the unit. But the short story is 14 that we have 30 odd tracts that are unleased within the 15 unit boundary. And applying the 1,500 foot buffer 16 around those tracts is illustrated in the bubble maps 17 so either they're orange or yellow. And then that 18 demonstrates the impact or the result of what the 19 current 701 applies. And it's a good reference map and 20 there's -- it's also incorporated into slide number 3 21 in the presentation. 22 And in the findings of the Commission's order 23 and honestly I created this problem in a sense that I 24 asked for or Hilcorp asked for the statewide or the 25 pool to be applied unit wide. And by doing so we found 1 ourselves in a situation between the -- not all areas 2 of the pool or not all areas of the unit are currently 3 in production. The Ninilchik unit is still very much 4 an exploration unit and we haven't gone through that 5 contraction process that's typical in Cook Inlet for 6 the legacy units. And so by asking that the pool be 7 defined to the unit boundary but then having different 8 spacing rules within the same pool really didn't obtain 9 the objective that Hilcorp was trying to achieve which 10 is to develop unlimited spacing throughout the entire 11 unit. And it's just sort of a crux and we're here to 12 kind of explain what our problems are and to hear what 13 the concerns are. But the short story is that the -- 14 we believe that applying different spacing rules 15 throughout the unit to a common pool creates issues. 16 But all of those issues can be resolved. 17 Let's go to the second -- fourth slide. In 18 conservation order 701 finding number 3, the Commission 19 got it exactly right. The unit is comprised of state 20 land and university land and federal land and land 21 that's owned by Cook Inlet Region or CIRI and patented 22 fee lands and that not all lands within the boundary of 23 the unit have been committed to the unit. And the 24 phrase committed in our sense of the words it's 25 unleased acreage where the landowner has not joined the 0 0 • 1 unit by ratification of the unit agreement. 2 CHAIR FOERSTER: Have all of the landowners in 3 the unit area been approached with the opportunity to 4 join the unit? 5 MR. DUFFY: They have. And I've got another 6 slide that addresses that in a little bit more detail, 7 but..... 8 CHAIR FOERSTER: Okay. I can wait. 9 MR. EWING: .....the short story is that the 10 formation of the unit back in 2001 Marathon was the 11 operator at the time and they owned a 60 percent 12 working interest in the -- in the unit. Unocal owned a 13 40 percent working interest. And at the formation of 14 the unit they demonstrated to the DNR that the -- all 15 of the affected parties or interested parties within 16 the unit had been adequately approached and provided 17 the opportunity to come in. 18 And the stats shown on slide five..... 19 CHAIR FOERSTER: But does Hilcorp agree with 20 that characterization? 21 MR. DUFFY: Yes, we have. 22 CHAIR FOERSTER: Okay. 23 MR. DUFFY: Yes, we do. We have no reason to 24 believe that someone inside of the unit that's 25 currently unleased has not had the opportunity..... 10 1 CHAIR FOERSTER: Okay. 2 MR. DUFFY: .....and a long time ago. And 3 furthermore we've taken it upon ourselves to conduct 4 updated title and we've recently updated the exhibits 5 and we've sent lease offers to folks who are inside of 6 the participating areas, out on the fringes and even 7 outside of the unit..... 8 CHAIR FOERSTER: Okay. 9 MR. DUFFY: .....because we're in a growth 10 mode. 11 So the unit's comprised of 25,815 acres. 12 CHAIR FOERSTER: And I'm sorry when..... 13 MR. DUFFY: Yeah. 14 CHAIR FOERSTER: .....you go to a new slide and 15 start talking..... 16 MR. DUFFY: Oh, I'm sorry, we're still on..... 17 CHAIR FOERSTER: .....from the slide make -- 18 you know, give the number for that slide for the record 19 so that people who aren't able to be here today can 20 make sense of what you're referring to when you talk. 21 MR. DUFFY: Will do. So right now we're on 22 slide five and it's entitled land ownership. The 23 unit's just under 26,000 acres. 98 percent of the unit 24 acreage is leased, only 589 acres or just about 2 25 percent are unleased. And that equates to 36 tracks in 11 • 1 total that are unleased out of the roughly 190 total 2 tracts within the unit. Now the unit, and you can see 3 it better on the map, consists of three different 4 participating areas. And to the north we have the 5 Falls Creek participating area, and in the middle we 6 have the Grassim Oskolkoff or GO PA and down on the 7 south side we have the Susan Dionne -Paxton PA. And all 8 of the PAs were first established back in 2003 and 9 that's when unit production first commenced. Inside 10 the Falls Creek PA it's comprised of 18 different 11 tracts and there's no unleased tracts within that 12 participating area. The GO PA is located entirely 13 offshore. It's roughly 1,900 acres and it's all state 14 acreage and it's all leased. Now the Susan Dionne - 15 Paxton PA, it's roughly 2,100 acres and it's comprised 16 of 16 different ownership tracts. And Hilcorp has made 17 great progress, there's two -- currently two 18 uncommitted leases or tracts within the Susan Dionne - 19 Paxton PA and in total that's roughly 16 acres and it 20 comprises less than 1 percent of the entire 21 participating area itself. 22 CHAIR FOERSTER: But if you're that 1 percent 23 it's important land to you. 24 MR. DUFFY: It is important. And we -- and 25 we'll -- I'll talk about how we -- how not only since 12 • 1 formation, but our predecessors what we're doing 2 related to suspense accounts has been kept up and is 3 maintained for those folks. 4 CHAIR FOERSTER: Okay. 5 MR. DUFFY: So we're going to move on to slide 6 number 6. 7 COMMISSIONER SEAMOUNT: Could you point out 8 where the Ninilchik River is on that map? 9 MR. DUFFY: South. 10 COMMISSIONER SEAMOUNT: It's south of the unit? 11 MR. DUFFY: Yeah. So the Ninilchik unit..... 12 COMMISSIONER SEAMOUNT: Okay. 13 MR. DUFFY: .....itself is actually north of 14 the Ninilchik itself. Clam Gulch is probably the best 15 reference that you'll see is up by Falls Creek, is 16 north of Falls Creek. 17 So we're going to move to slide six. In 18 conclusion number 3 of conservation order 701 currently 19 reads that due to the presence of uncommitted tracts 20 within the bounds of the Ninilchik unit the correlative 21 rights of the landowners of the uncommitted tracts are 22 potentially in jeopardy. Hilcorp strongly disagrees, 23 we wholeheartedly agree though that they should be 24 protected, but that our efforts as operator in the 25 exploration and development do not pose or place those 13 1 unleased tracts into jeopardy. And throughout the 2 presentation and the -- I mean, the whole purpose of 3 this presentation is to provide you with enough 4 information and the opportunity to ask questions about 5 what those protections are, but in short it's because 6 they're within the unit, the unit was voluntarily 7 formed under the authority of the DNR and we have built 8 in protections related to suspense accounts that are 9 currently in place. 10 Now let's move to slide number 7. And I have a 11 quick bullet list of just unit facts. And as I 12 mentioned the unit itself was voluntarily formed in 13 2001, applicable rules exist under 11 AAC 83.356 and 14 that's DNR's implementing regs for unit contraction. 15 And those rules require that the unit contracts within 16 10 years after first production is sustained. So after 17 contraction the unit will consist of only those lands 18 within a participating area. And as I mentioned before 19 first production occurred under Marathon's operations 20 in 2003. Hilcorp acquired Marathon's assets in 21 February of 2013 and so what we did is we inherited a 22 unit that was just about ready to contract. And since 23 taking over operatorship we really jumped on this. The 24 unit is proven to be an incredible resource for the 25 state and a good supply of gas. And rather than rest 14 1 on the existing production from the existing producing 2 areas Hilcorp has specifically gone out and commenced 3 an exploration drilling program to evaluate what 4 resources exist outside of the current PA boundaries. 5 And in doing that we drilled nine wells since 2013 and 6 we currently have one more well -- one well in progress 7 called the Blossom number 1 well and over the next 8 couple years I anticipate that we'll have two to three 9 more wells in the same vein. And our drilling program 10 will ultimately lead to the expansion of the existing 11 PAs. And it's also going to lead to the expansion of 12 the current unit boundary. And these boundary 13 adjustments are going to be made and they're going to 14 coincide with the scheduled regulatory required 15 contraction process. Now because of our drilling 16 efforts over the last several years DNR -- we've 17 requested and DNR has authorized or approved a stay or 18 a delay in the contraction process to allow us to 19 continue the exploration and development efforts. 20 So let's move to number -- slide number 8 and 21 it's entitled retroactive adjustment. So as I 22 mentioned the PAs were formed first in 2013 and at the 23 time the PAs were established DNR imposed sort of a 24 very unique requirement in that the DNR required 25 retroactive adjustment of the PAs back to first 15 0 0 1 production. And I wasn't there at the time, I 2 certainly didn't work for Marathon, but it's my 3 understanding that when the -- the PAs were established 4 right as the first discovery wells were coming on line. 5 And at the time Marathon hadn't had the opportunity yet 6 to fully drill out or delineate the resource. And 7 that's allowable under DNR reqs because they can -- 8 it's different than the AOGCC regs related to forced 9 pooling where you have to know and define exactly what 10 the boundaries of the producing area is. So they 11 established the PAs, but then they had this caveat that 12 if the PAs were to shrink or to grow that all of the 13 affected landowners would be required to have their 14 income or royalty interests or interests protected in 15 the sense by retroactive adjustment of the whole 16 enchilada. And so details -- I didn't bring copies of 17 the defined decision for you to read, but if you want 18 to look at it I've referenced the location of it, it's 19 available on DNR's website and it's dated June 30th, 20 2013. And it is an interesting read because it's 21 something that unlike all of the other units that we 22 have in Cook Inlet this is the only one with this 23 particular requirement. 24 CHAIR FOERSTER: Do you know why they chose to 25 be different on this? 16 1 MR. DUFFY: I don't. I mean, it's pure 2 speculation on my part. 3 CHAIR FOERSTER: Okay. 4 MR. DUFFY: And DNR's here if you wanted to ask 5 them, but I'm not sure that the staff right now at DNR 6 have firsthand information about it. But I think what 7 happened is that the PAs were proposed and established 8 prior to being fully delineated and they just didn't 9 have enough information to fully -- it's the difference 10 between anticipated and actual. And we're in the 11 process now of being able to complete that program. 12 And so in a -- although we're under the contraction 13 deadline or the obligation Hilcorp has fully addressed 14 this in the matter of treating the Ninilchik unit as an 15 exploratory unit and trying to really make good on 16 figuring out how large of a resource we have to deal 17 with. And then at some point, you know, right now 18 DNR's approved the delay of the contraction into 2016, 19 if we can finish our delineation program we'll move 20 forward on the contraction. If we need to drill more 21 wells we're going to ask DNR for an extended period so 22 we can continue to do this. And the retroactive 23 requirement because it involves so many different 24 landowners, it's not just the state's interest, it's 25 also the university, CIRI and private land and federal 17 0 • 1 lands, the retroactive adjustment going all the way 2 back to first production, I don't know exactly how many 3 of B's of gas have been produced, but it's a lot. And 4 so we want to do this process one time and then really 5 establish what the PA is and after that if there's 6 acreage that's in the unit that's not productive 7 that'll be contracted out. 8 CHAIR FOERSTER: Okay. And adjustments will be 9 made at that time? 10 MR. DUFFY: Yeah, so the adjustments would be 11 made at that time . 12 CHAIR FOERSTER: Okay. 13 MR. DUFFY: And then once we're done with that 14 if in the future any new discoveries are made that say 15 are outside or not adjacent to the current ones we'll 16 start back over just like you normally would in the 17 establishment of a participating area. 18 So let's move on to slide number 10. 19 CHAIR FOERSTER: Nine? 20 MR. DUFFY: Oh, I'm sorry. Yeah, slide number 21 nine. And so I prepared a quick example of how the 22 retroactive process is going to work. And so on slide 23 number nine, it's entitled example, I talk about the 24 Frances number 1 well and the Falls Creek 5 well. And 25 both of those are drilled -- both of those wells are IN 1 located basically right where that dot is at, right -- 2 see, right there. So it's outside of the south and 3 outside of the Falls Creek PA, but it's adjacent to it. 4 Both of those wells are located on private land, it's 5 under lease and they bottom hole and produce from what 6 we call tract number 66, that's the tract that's 7 assigned to it, and like I said the tract is outside of 8 the Falls Creek boundary. So when the Falls Creek PA 9 is established or I'm sorry is expanded, Hilcorp's 10 going to be required to demonstrate to DNR that the 11 expansion area is reasonably known to be underlain by 12 hydrocarbons and reasonably estimated to be capable of 13 producing hydrocarbons. And then once we establish our 14 case for, yes, the expansion area is a legitimate area 15 and there is resource underneath it and it's 16 producible, then Hilcorp's going to have to 17 retroactively adjust all the royalties from all of the 18 wells that are currently within the Falls Creeks PA and 19 then we're going to have to adjust all of the royalties 20 that have been paid from first production of those two 21 wells to date from the Frances number 1 and Falls Creek 22 5. 23 Now I'm going to move to slide 10. 24 CHAIR FOERSTER: So is there any jeopardy that 25 you're going to have to call up people and say we want 19 • 0 1 money back? 2 MR. DUFFY: No. 3 CHAIR FOERSTER: Because that would be really 4 -- I'd like to see you -all do that. 5 MR. DUFFY: Yeah, we're -- and we can't do 6 that. And first of all -- now you could do that from 7 the state because the state has probably ability and 8 they're the majority of the unit. If you look at the 9 Falls Creek boundary itself the majority of it is 10 offshore and the royalties have been paid to the state, 11 but you have a large chunk of private landowners that 12 are right in there so there's a lot of affected 13 parties. 14 So the retroactive adjustment process related 15 to -- we're on slide number 10 now. The retroactive 16 adjustment process for the PA expansion's going to 17 require an equitable balancing and it's going to 18 address the overpayment of the royalties to the 19 existing landowners from the wells inside of the PA and 20 then the underpayment to the landowners that are 21 outside of the PA in a sense because the PA was too 22 small and we wouldn't know -- wouldn't have known that 23 until we would have drilled additional wells. We're 24 going to have to balance that. And on the flip side of 25 that is that there's been an overpayment to the 20 1 royalties -- of royalties to the tract owners that are 2 outside the PA and then an underpayment to those folks 3 outside from all of the production within the PA. And 4 so as I mentioned before we're still in the process of 5 delineating what should be the appropriate PA 6 boundaries. We -- we're doing that right now with the 7 Blossom well which is targeting exploration between the 8 two different PAs on the outside. So we're poking at 9 the edges and we're moving around. And..... 10 CHAIR FOERSTER: Do you foresee the possibility 11 that you would just combine the two? 12 MR. DUFFY: You could, but they -- we -- it has 13 to be legitimate, they've got to be together. 14 CHAIR FOERSTER: Okay. 15 MR. DUFFY: And if you increase the size of a 16 PA that's larger than the resource then that creates 17 problems related to the protection of rights because 18 then the landowner, here the state, would be -- have 19 more acreage in the PA than is actually producing and 20 that's not equitable either. And so until the 21 delineation process is complete, that's why the tract 22 operations are important because they provide a 23 placeholder and a mechanism for accounting to the 24 production which is volume and the royalties which is 25 the amount paid from that volume. But there really is 21 1 no questions of when we go through this process the 2 fact -- the facts that we need to make the decisions 3 are very apparent because the production is allocated 4 on a surface acre basis and we'll know what the 5 production of each one of the wells from first 6 production for each well, we'll be able to accumulate 7 that together and then we'll know what the production 8 from the tract operations were. So it's a big math 9 problem, but the factors really aren't unknown. 10 CHAIR FOERSTER: And the reservoir is -- 11 heterogeneities don't require you to do something other 12 than surface acreage? 13 MR. DUFFY: No. And I'm certainly not a 14 geologist or reservoir engineer, but the way that we've 15 established the pool is that it includes the Tyonek 16 formation and the Beluga formation. And that's the 17 natural progression of what Marathon started and what 18 we're completing, as the original targeted wells were 19 all in the Tyonek as they depleted we moved up hole and 20 started producing out of the Beluga. And then so the 21 combined pool as we've defined it includes for all of 22 that so it's treated as a common pool. And right now 23 the -- when Marathon first established the PAs they 24 were all set up as Tyonek only. So the wells that have 25 been subsequently recompleted into the Beluga have all 22 1 been treated as tract operations. And the reason for 2 that is that the PA has not been vertically expanded to 3 include the PA or sorry, to include the Beluga 4 production, that will happen as we put this package 5 together. But in terms of -- I think your question 6 related to like vertical integration. And so the 7 ownership is the same, it's continuous so we don't have 8 different layers of ownership to address. 9 CHAIR FOERSTER: Well, my question was more on 10 this piece of land is the resource a hundred feet thick 11 whereas on this piece of land it's 200 feet thick and 12 therefore has a greater contribution to the production? 13 MR. TABLER: Hi, this is..... 14 CHAIR FOERSTER: Introduce yourself and..... 15 MR. TA13LER: Yeah. This is Kevin..... 16 CHAIR FOERSTER: .....let me swear you in. 17 MR. TA3LER: This is Kevin Tabler, I'm land 18 manager for Hilcorp. 19 CHAIR FOERSTER: Raise your right hand. 20 (Oath administered) 21 MR. TABLER: Yes, I do. 22 CHAIR FOERSTER: Okay. Please proceed. 23 KEVIN TABLER 24 called as a witness on behalf of Hilcorp Alaska, LLC, 25 stated as follows on: 23 0 • 1 DIRECT EXAMINATION 2 MR. TABLER: Just in answering the question I 3 believe what you're getting at is that the unit was 4 formed on a surface acreage basis and the tract values 5 are issued for each participating area. And so the 6 value for each PA will have it's own -- will have the 7 same tract factor and it's just an allocation of 8 production to a volume to that PA and when you combine 9 them and then the allocation to the individual well 10 that was drilled if it -- if it was a tract well will 11 be allocated back to the PA when they're combined. So 12 it's just a volume exercise. 13 CHAIR FOERSTER: Okay. So I'm asking lawyers a 14 geologist question. Really my question is is that an 15 appropriate allocation? 16 MR. TABLER: Absolutely, yeah. 17 MR. DUFFY: It is. And..... 18 CHAIR FOERSTER: From a lawyer's perspective 19 I'm sure it is, but what..... 20 MR. DUFFY: Well, it is and we could..... 21 CHAIR FOERSTER: .....what I'm asking you is 22 the reservoir about the same -- are the two reservoirs 23 about the same thickness throughout or are there 24 significant heterogeneities that would make, you know, 25 barrels per..... 24 • 1 MR. DUFFY: This is a..... 2 COMMISSIONER SEAMOUNT: I was going to ask for 3 the geologist to come up here. 4 CHAIR FOERSTER: Yeah, that's probably a better 5 question for the geologist. 6 COMMISSIONER SEAMOUNT: Just simply though, 7 your allocation is based on surface acreage, correct? 8 MR. DUFFY: Correct. 9 COMMISSIONER SEAMOUNT: You're not throwing in 10 heterogeneities and the thicknesses of sands that are 11 that are draining 150 acres or 10 acres or a thousand 12 acres? 13 MR. DUFFY: No, and the reason why as far as I 14 understand it is because of, I mean, the great phrase 15 that comes in from the hearing is lenticular and 16 discontinuous or the other way around, is not all of 17 the producing sands exist like the bottom of a fish 18 tank evenly throughout the entire producing zones. In 19 some places we've encountered sands that are present 20 and productive in one well and within 150 feet or 500 21 feet or whatever that distance is within the same 22 formation those sands are pinched out and simply don't 23 exist. And so the application of surface acreage -- 24 using surface acreage as the basis is really the most 25 fair mechanism is because all of those individual sand 25 1 packages say within the Tyonek formation, they might be 2 present in one location and 500 feet away that 3 particular sand may not, but the next property may have 4 another sand package that's either above or below 5 that's productive. And so when you take the formation 6 view rather than a sand -- individual sand package view 7 it balances out. So if that -- you still have a Tyonek 8 producing well on your property, but you don't have a 9 particular sand package that's productive, but your 10 neighbor does, you still get the benefit of production 11 from the entire formation. 12 CHAIR FOERSTER: So the heterogeneities are 13 homogeneous is what you're saying? 14 MR. DUFFY: Het -- that's cute. 15 CHAIR FOERSTER: That was to get the geologist 16 to laugh. 17 COMMISSIONER SEAMOUNT: So..... 18 MR. EWING: But I can't testify as to the 19 geologic. 20 CHAIR FOERSTER: So what -- yeah. 21 COMMISSIONER SEAMOUNT: That was a -- that was 22 a pretty good geological discussion by a lawyer, but 23 maybe later on we can get the geologist up because I 24 have a few detailed questions..... 25 CHAIR FOERSTER: Yeah. 26 1 COMMISSIONER SEAMOUNT: .....regarding that. 2 MR. DUFFY: And there are some findings as we 3 discussed back on slide three that relate to the 4 reservoir size and the..... 5 CHAIR FOERSTER: Okay. 6 MR. DUFFY: .....so there are some reference to 7 that. 8 CHAIR FOERSTER: So back to slide 10. 9 MR. DUFFY: So I left off related to the 10 process of delineating the PA boundaries. And when 11 that process is complete or until that process is 12 complete the tract operations are necessary. And when 13 the formation of the new PAs are expanded then the 14 tract operations are simply going to be dissolved and 15 thrown into the PA and then the allocation for those 16 will be based on the surface acreage basis. 17 So let's turn to slide number 11. This slide 18 addresses the allocation of unit production. And under 19 11 AAC 83.371 DNR's responsible for the review and the 20 approval of PA and unit allocation schedules. And so 21 before the pending contraction and expansion process 22 goes into effect DNR's going to be required to review 23 and approve Hilcorp's revised allocation formula. And 24 that process requires DNR to provide the affected 25 landowners notice and an opportunity to be heard. So 27 1 it's not an isolated incident especially when you have 2 a diverse amount of property owners and interests that 3 are involved. And then -- and because of that process 4 is in place under the voluntary unit we simply don't 5 believe that a separate order or action from the 6 Commission is required to protect those correlative 7 rights of the affected parties. 8 CHAIR FOERSTER: Although DNR as a beneficiary 9 of the unit, they have a dog in the fight and they want 10 their dog to win perhaps at the expense -- they could 11 possibly want their dog to win at the expense of 12 somebody else's dog. Although DNR has lovely, honest 13 people there, you know, the DNR is there to protect the 14 interests of their land ownership and they -- the 15 people who are on the other side of the fence might 16 question whether that's completely fair. 17 MR. DUFFY: Well..... 18 COMMISSIONER SEAMOUNT: Well, that goes for all 19 interested parties. 20 CHAIR FOERSTER: Exactly. But DNR is carrying 21 the..... 22 COMMISSIONER SEAMOUNT: Majority. 23 CHAIR FOERSTER: .....majority. Well, they're 24 also carrying the authority to make decisions and say, 25 yeah, this is a good decision. And, you know, it may NM i • 1 be good for them, but it may not be good for somebody 2 else. 3 MR. DUFFY: And so let's move to slide 12 and 4 we'll get into the issue particularly of well spacing 5 itself. In conclusion number 5 of conservation order 6 701 Hilcorp requests the Commission delete that 7 provision in its entirety. And it currently reads that 8 the correlative rights of landowners of the uncommitted 9 tracts outside of the PAs will be protected by adhering 10 to the well spacing requirements of 20 AAC 25.055 which 11 is the regulation governing statewide spacing 12 regulations. And clearly as you've just stated and in 13 the response that we've been able to read from the 14 rules itself, the Commission is very interested in 15 protecting the correlative rights of the unleased tract 16 owners and we understand that. Now the Commission has 17 a specific regulation that defines correlative rights 18 and it's adopted the common law view of correlative 19 rights. And in trying to put this presentation 20 together I tried to come up with a way to explain what 21 correlative rights are or at least our interpretation 22 of them. And there's two prongs to it. So in the 23 regulation itself, it's up on the board and it's in the 24 presentation, the -- it's -- correlative rights are 25 defined as -- in AS 31.05.170 subsection 3. And in the 29 Ll 1 first prong is really a sword and it provides an 2 opportunity to the owner of each property in a pool to 3 produce without waste their just and equitable share. 4 So to have that sword, that's the sword that the 5 unleased tract owners have and it's also the sword that 6 the leased tract owners have to be able to produce the 7 oil and gas that exists underneath their land. But to 8 have those correlative rights and to exercise them, 9 first it's got to be proven that it -- that their land 10 or their interests are not only just within the pool, 11 but that the pool exists and can be produced. Because 12 until they have an interest within the pool and that's 13 where we have these different catch phrases right now 14 of pool, right now we've defined the pool boundary to 15 be unit wide, but the producing areas are located as a 16 subset within the unit. And so the flip side of the 17 common law and the current regulations is more of a 18 shield. 19 And the second prong talks about production and 20 it talks about production in an amount that can be 21 produced without waste that's in proportion to the 22 overall quantity of available gas. And specific to 23 property -- I'm sorry, to that common resource that 24 exists underneath the owner's property and it protects 25 the common pool in so that sure, you get the right to W • 0 1 go produce oil and gas that exists underneath your 2 property, but you can only do so in proportion to what 3 you own relative to the entire pool. And that's 4 exactly what the PA allocation schedule and the PA 5 mechanism that's in place for the proper for the proper 6 allocation. So currently under the existing 7 participating areas we have two unleased tracts, 8 previously we had more unleased tracts. Those unleased 9 tracts have been assigned a tract factor just like 10 everybody else. And the amount that's in proportion of 11 that tract is relative to the entire pool, here it's 12 called the PA and that the factor that they're assigned 13 is balanced exactly by the second prong. So that the 14 amounts they receive production for is in proportion to 15 the overall pool. 16 So let's move to slide number 13. And I don't 17 really want to dwell or need to dwell on this, but I 18 did some research and I looked through what the 19 Commission's current regulations and statutes talk 20 about related to the issue of correlative rights. And 21 under 31.05.30 it authorizes the protection of 22 correlative rights through the filing of a plan of 23 development and operation for a pool. And in 31.05.100 24 it relates to the Commission's authority or power to 25 establish drilling units. And in 31.05.100 the 31 1 Commission has power to oversee petitions for 2 involuntary unitization, 2'm sorry, 110. But none of 3 those three factors are currently at issue. And 4 respectfully we request that the Commission recognize 5 that the existing unit and the PA rules are in place to 6 properly allocate unit production. And if these rules 7 are in place now and will be in place when the PAs are 8 expanded to adequately protect the correlative rights 9 of all the landowners, not just the unleased tract 10 owners. Because those owners that have leased with us 11 which is the majority, 97, 98 percent of the folks, 12 they have a right to -- an equal right under the 13 current regulations to use the sword and the shield. 14 And so they can't claim or receive the benefit of 15 production from their neighbor if it's unleased. 16 They're only going to be able to get that equitable 17 portion that's relative to their ownership. And the 18 portion of the unleased tract, those folks have a right 19 to have their interests protected and that can be done 20 through the establishment of tract factors and 21 ultimately will be done through the establishment of 22 PAs. 23 Let's move to issue or slide number 14. And we 24 go right into the escrow account requirement. And so 25 rule number 4 of conservation 701, it's entitled escrow 32 1 of revenues for uncommitted tracts and it's that the 2 operator shall establish and maintain an interest 3 bearing escrow account for each uncommitted tract that 4 has production allocated to it. And the amount of 5 funds to be deposited into the account each month is 6 the total value of production allocated to the tract. 7 Under the first bullet point, it's a little blunt, but 8 Alaska law requires neither interest bearing nor escrow 9 accounts. So that phrase or that term, I'm not sure 10 where it came from, but it -- we've seen it recently in 11 other -- in other orders from the Commission. But part 12 of our problem or issue with it is also that it's a big 13 vague and ambiguous. I honestly don't know what the 14 total value of the production allocated to the tract 15 means, there's very little guidance in that to provide 16 information as to what amount of principal should be 17 attributed to an account whatever you call it, whether 18 it's an escrow account or a suspense account. And 19 without joining the unit and thereby ratifying the 20 operating agreement unleased properties or unleased 21 owners really aren't working interest owners because 22 when you have a lease and then you join the unit or you 23 come in as a working interest owner you agree to follow 24 the rules of the unit which in particular might be the 25 operating agreement or it might be the accounting 33 1 procedure or there's a number of different procedures 2 that are in place, but where you have an unleased tract 3 that hasn't joined the unit, it's really not clear 4 whether or not this rule requires us to treat them as a 5 working interest owner or to afford them some other 6 protection. 7 CHAIR FOERSTER: So are you treating DNR as a 8 working interest owner, they're paying part of the 9 well? 10 MR. DUFFY: No. 11 CHAIR FOERSTER: Okay. So why are you using 12 the word working interest owner, that -- I find that 13 interesting? 14 MR. DUFFY: Well, for the -- I'm talking 15 specifically about the unleased tracts, the unleased 16 tracts..... 17 CHAIR FOERSTER: And so they don't have..... 18 MR. DUFFY: .....in terms of being a partner 19 with Hilcorp. 20 CHAIR FOERSTER: .....the opportunity to come 21 in as a royalty owner? 22 MR. DUFFY: They could -- they certainly do and 23 they certainly -- they're not precluded from requesting 24 or..... 25 CHAIR FOERSTER: So that opportunity still 34 0 • 1 exists for them? 2 MR. DUFFY: Absolutely. 3 CHAIR FOERSTER: Okay. 4 MR. DUFFY: To come in either as a working 5 interest owner or as a royalty owner. 6 CHAIR FOERSTER: Okay. 7 MR. DUFFY: But in practice the small tract 8 owners, you know, who have a very small percentage of 9 the overall piece, I have no experience to see those 10 folks trying to come in to be a working interest owner. 11 And so Marathon and Union later Chevron established the 12 practice of creating suspense accounts and -- for the 13 unleased tracts. And that practice involved treating 14 the unleased or uncommitted tract as a royalty owner. 15 And affording and assigning that royalty interest to be 16 12 and a half percent which is the standard royalty 17 rate that's in the state leases, it's also the standard 18 for private leases. 19 CHAIR FOERSTER: In this area? 20 MR. DUFFY: In this -- in this area. And the 21 suspense accounts are released and placed into pay 22 status as soon as we can reach agreement with the 23 owner. In some cases it's a matter of locating them 24 and others it's a matter of just negotiating with them 25 and getting the lease. But the amount or the principal 35 1 that was in place on the suspense accounts is cashed 2 out, then after it's cashed out it goes forward and 3 they're treated as every other landowner that's 4 committed to the unit. And the tract factor 5 allocations like we said are just based on surface 6 acreage under the same methodologies applied to the 7 remaining folks in the participating area. 8 And that really brings us -- let's move to 9 slide number 15 and that brings us to the conclusion of 10 the presentation. So under the supervision of DNR the 11 unit and PA boundaries are going to be adjusted by the 12 close of 2016 or soon thereafter as we can finish our 13 exploratory program. And at that time all the 14 producing tracts that exist outside of PA boundaries 15 will be incorporated into either expanded PA or a new 16 PA. And the nonproducing acreage will no longer be 17 held by the unit production. The unit's retroactive 18 requirement will ensure that the correlative rights of 19 all landowners including those leased and unleased are 20 adequately protected. And through this process the 21 landowners will be afforded due process under existing 22 DNR regulations. And so Hilcorp's expense accounts are 23 intended and really do protect the correlative rights 24 of unleased property owners. 25 CHAIR FOERSTER: Thank you, Mr. Duffy. I've W • 1 got a few questions, but I'm going to let you go first. 2 Do you have any questions? 3 COMMISSIONER SEAMOUNT: I have no questions of 4 Mr. Duffy, but I'd like to question their geologist 5 when you're done with Mr. Duffy. 6 CHAIR FOERSTER: Okay. I really just have 7 maybe one question for Mr. Duffy. If you were a 8 private landowner in this area and maybe you weren't -- 9 didn't have a geology degree or engineering degree, but 10 you valued your land and you wanted to get a fair share 11 of the resource under it so this is you and maybe 12 you're representing your ailing grandma whose got 13 cancer. And so, you know, this is going to be 14 important to -- for all kind of heartstring pulling 15 reasons. How comfortable would you feel trusting the 16 DNR to make the decision in your best interest given 17 that the more they give to you the less they get for 18 themselves? 19 MR. DUFFY: Never considered that question 20 related -- I've no reason to not trust the DNR is going 21 to do an open -- make open and transparent decisions 22 about how the allocations are going to be. And 23 the..... 24 CHAIR FOERSTER: Oh, I'm not saying are they 25 trustworthy..... 37 0 • 1 MR. DUFFY: Yeah. 2 CHAIR FOERSTER: .....I'm saying put yourself 3 in the position..... 4 MR. DUFFY: Oh. 5 CHAIR FOERSTER: .....of the little guy..... 6 MR. DUFFY: Yeah. 7 CHAIR FOERSTER: .....who doesn't know squat 8 about what they do, we do..... 9 MR. DUFFY: Sure. 10 CHAIR FOERSTER: .....and just wants to make 11 sure he's being treated fairly. And he looks and says, 12 okay, the person making the decision on my behalf 13 benefits most when I get the least. How good do you 14 think he's going to feel about that? 15 MR. TABLER: This is Kevin Tabler and I'd like 16 to respond if I could to that. 17 CHAIR FOERSTER: Sure. 18 MR. TABLER: I have 37 years experience here 19 working in the oil industry, 36 of it here in Alaska 20 dealing with the Department of Natural Resources and 21 working not only with this unit, but other units. And 22 every participating area and every unit formation deals 23 with establishment of that PA and we -- the oil 24 industry, the -- the company presents an application, 25 we give it our geologic interpretation, it's then • • 1 scrutinized and reviewed by a technical team at the 2 Department of Natural Resources, all individuals, 3 geologists, engineers, none of which are individually 4 connected to some larger -- I mean, they work for the 5 state of Alaska, but they're all professionals and they 6 review and I think that, you know, my experience has 7 been it's hard to get a geologist to lie, in fact, if 8 you want to find the trust of something and, 9 Commissioner Seamount, I worked with him years ago and 10 we would never put him on the stand if we -- because 11 we'd know he'd tell the truth. And so..... 12 COMMISSIONER SEAMOUNT: That's where you got 13 lenticular and discontinuous. 14 MR. TABLER: That's exactly right. Well, so I 15 think they have a fiduciary responsibility to protect 16 the correlative rights of landowners and I really don't 17 think as -- seeing it from both sides because I go out 18 and I take leases from landowners, those same people 19 you're talking about and, you know, the company itself 20 has an interest when we go take a lease from an 21 individual, a private landowner to protect their 22 interest because we have a responsibility to them and 23 if they have a share of the production we're going to 24 make sure they get it. And so we're going to fight for 25 their rights and if the state was trying to take away a M 1 piece of them -- a part of their interest we're going 2 to fight on their behalf. It just doesn't work that 3 way. I just -- I guess from my experience I can say I 4 don't think that's an issue. 5 CHAIR FOERSTER: Well, we might have the 6 opportunity to hear from a landowner who might have a 7 different perspective. 8 MR. TABLER: Yeah. 9 CHAIR FOERSTER: I'm just saying..... 10 MR. TABLER: Sure. 11 CHAIR FOERSTER: .....open your mind to the 12 possibility that the people who haven't worked for 36 13 years in this system might not trust it. 14 MR. TABLER: Absolutely. I mean, and quite 15 frankly, I mean, you know, there's a lot of distrust 16 with government, but I think what happens is you have 17 the lessee looking after the lessor's interest, one, 18 you also have the AOGCC looking after the downhole 19 interest and you have the DNR looking after the -- 20 essentially the uphole interest. So someone's going to 21 -- someone -- if something's not right someone's going 22 to have a complaint. I think their interests are going 23 to be well protected would be my opinion. 24 CHAIR FOERSTER: All right. We don't have any 25 further questions for you guys at this time, but please 40 1 stay here we may have more -- we may have some later 2 and you will remain under oath for the duration of the 3 hearing. 4 COMMISSIONER SEAMOUNT: I would like them to 5 stay seated there if we could get the geologist to sit 6 there..... 7 CHAIR FOERSTER: At the other table. 8 COMMISSIONER SEAMOUNT: .....in case there's a 9 tag team that had to go on. 10 CHAIR FOERSTER: Okay. Well, that sounds good. 11 Okay. So you're going to come up and we're going to 12 swear you in and then you can introduce -- raise your 13 right hand. 14 (Oath administered) 15 MR. BUTHMAN: I do. 16 CHAIR FOERSTER: All right. So for the record 17 introduce yourself, your name and who you represent and 18 then if you want to be recognized as a witness, I 19 assume you do in geology or geophysics, and so what 20 area do you want to be recognized as an expert and then 21 your credentials that will justify that. 22 MR. BUTHMAN: My name's Dave Buthman, senior 23 geologist with Hilcorp Alaska. I want to be recognized 24 as a petroleum geologist. I have 25 years petroleum 25 geology experience with Unocal and then Chevron and now 41 1 the last three with Hilcorp. 2 COMMISSIONER SEAMOUNT: And where did you go to 3 school? 4 MR. BUTHMAN: Southern Illinois. 5 COMMISSIONER SEAMOUNT: And what was your 6 degree? 7 MR. BUTHMAN: Geology, MS. 8 COMMISSIONER SEAMOUNT: Master's. Okay. 9 MR. BUTHMAN: Master's. 10 CHAIR FOERSTER: And you got your bachelor's 11 there as well? 12 MR. BUTHMAN: Yes, ma'am. 13 COMMISSIONER SEAMOUNT: Now I thought maybe you 14 had 27 years because I thought I've known you for 27 15 years as a geologist. 16 MR. BUTHMAN: It probably has, it's getting 17 foggier. 18 COMMISSIONER SEAMOUNT: It's been more than 25 19 years. 20 MR. BUTHMAN: It's been a while, yeah. 21 COMMISSIONER SEAMOUNT: I have no problem with 22 considering Mr. Buthman as an expert in petroleum 23 geology. 24 CHAIR FOERSTER: Nor do I. Please proceed. 25 DAVE BUTHMAN 42 1 previously sworn, called as a witness on behalf of 2 Hilcorp Alaska, LLC, stated as follows on: 3 DIRECT EXAMINATION 4 COMMISSIONER SEAMOUNT: I just -- I had a few 5 questions, it shouldn't take very long at all. One 6 comment I would make is that since the allocation is 7 based solely on acreage some of this stuff may not be 8 necessary in conservation order 701 of September 18th, 9 2014, but I still think it should be in there, I mean, 10 I think it's important information for the record that 11 people understand. 12 I just -- first of all you've got three PAs and 13 I assume these are three closures, is that correct? 14 MR. BUTHMAN: Correct. Three pools. 15 COMMISSIONER SEAMOUNT: Okay. And then you say 16 three pools, but are they actually structural closures, 17 three domes? 18 MR. BUTHMAN: Yes, they're -- actually for 19 clarification it's one large anticline, both an 20 anticline plunging to the northeast, you can see on the 21 wall, I -- I'm not sure which exhibit this is, but it 22 shows basically from south -- the river comes out 23 through here, Ninilchik townsite's here, Clam Gulch rec 24 site is up here. And so here's the leading reverse 25 fault that sets up the large anticline. And then W 1 unfortunately this anticline isn't fully charged, it's 2 not even half charged, it's just the very topmost pools 3 or culminations of closure down at Dionne -Paxton here, 4 GO and then Falls Creek. 5 COMMISSIONER SEAMOUNT: And is the what, the 6 hydrocarbon thickness is it similar throughout the 7 sections and if I'm getting into confidentiality let me 8 know? 9 MR. BUTHMAN: No, actually that's a great 10 question. I like the discontinuous, lenticular and the 11 homogeneous and this hetrogenitity is great, I'm going 12 to use that too myself. It really -- and I can point 13 out some things that have happened. The triangles are 14 the nine wells we've drilled, we're now drilling at the 15 Blossom right here. You can see we're drilling on the 16 down side and fault side here. What we do in our daily 17 routine is I work -- you know, I work one to one with a 18 reservoir engineer and he'll do his reservoir 19 engineering on the volumes he sees at this area here, 20 material balance. I'll work up the -- you know, the 21 volume based on net pay, isopachs and structure. You 22 know, we're getting a fairly good handle on the 23 structure as far as the stratigraphic nature of these 24 sands. When we drilled the -- you can see -- okay, the 25 PA is in blue and the triangles are well we've drilled. 44 • E 1 We are drilling outside the blue where we can. We're 2 trying to expand the PA. And what we found out is, you 3 know, there's a number of sands that aren't present on 4 top of the pool that are present outside the pool, down 5 the structure to the east. And we found that on all 6 three of the pools. On top you can get some sequences 7 in the Tyonek and the Beluga are bald on the highest 8 parts of the pool. And then the -- then the fluvial 9 channels may be -- they generally go northeast, 10 southwest, but they'll go wrapping around the east side 11 of this Falls Creek pool and so we land with a hundred 12 foot of gas sand at the Frances well whereas at the 13 Falls Creek 1 redrill you have zero. So as far as is 14 it -- it's not, it's very homogenous, the amount of net 15 pay. If you were to compare the net feet of perforated 16 gas pay they're very similar, you know, you'll get 17 (indiscernible) structure strat. Down here in between, 18 this is one we still can't figure out because there's a 19 pool at Paxton -Dionne, there's a pool at GO, in between 20 there's a saddle. There's two stratigraphic sands in 21 there that have made a number of VCFs that aren't 22 present on either side. So the pools are homogenous 23 and its hetrogenitity is a beautiful description of 24 this prospect, the field. 25 COMMISSIONER SEAMOUNT: So -- okay. So it says 45 1 in the order that these are stratigraphic structural 2 traps and that led to the question I think you already 3 answered it that you can get production out of the 4 saddles..... 5 MR. BUTHMAN: Correct. 6 COMMISSIONER SEAMOUNT: .....from stratigraphic 7 trapping? Okay. So you've got one big closure with 8 three smaller domes on top of it, most of the 9 production is from the domes, but you do get some 10 individual reservoirs within the two saddles that -- or 11 maybe even on the flanks that have stratigraphic 12 trapping in them? 13 MR. BUTHMAN: Definitely. I mean, in the case 14 of say down at Dionne -Paxton or on the east flank of 15 that structure, one of the best looking reservoirs we 16 have is sitting on the east flank and it's absent or it 17 thins out to the west on top of the dome. We call it 18 the lower most Beluga 135. But then you go all the way 19 up -- it's true at GO, it's true up at Falls Creek, the 20 Frances well found a hundred foot gas sand, you know, 21 half a mile east of the Falls Creek well. 22 COMMISSIONER SEAMOUNT: Okay. Interesting. 23 That's one of the reasons that Cook Inlet is an 24 immature basin as far as exploration..... 25 MR. BUTHMAN: Right. .e 0 • 1 COMMISSIONER SEAMOUNT: .....the strat traps 2 have not been really taken seriously. The -- there's 3 talk about Hilcorp's analysis of analog depositional 4 systems suggest the mean channel width and you go into 5 some detail about 500 feet and less than 15 percent 6 exceeds 3,000 feet, I think you've -- you answered this 7 the last hearing, but where are the analogs that you 8 used? 9 MR. BUTHMAN: Well, we used analogs from all 10 over the world, but also specifically we've used the 11 Ninilchik River, Kenai..... 12 COMMISSIONER SEAMOUNT: Okay. 13 MR. BUTHMAN: .....and Kasilof. We've actually 14 gone through to measure them from remote sensing 15 satellite data and tabulated those as they made us do 16 at Unocal, is there a size distribution, just field or 17 sand size distribution so that's what we've done. 18 COMMISSIONER SEAMOUNT: Okay. And then you 19 suggest approximately 150 acres in drainage area for 20 individual gas accumulations. There that -- actually 21 if you're going solely on surface acreage that's not 22 necessary, but I like seeing it in there, I mean, I 23 think that's good for the public to see. That's 24 something you didn't have to put in there. 25 MR. BUTHMAN: Right. 47 0 s 1 COMMISSIONER SEAMOUNT: I think that's all I 2 have, Madam Chair. 3 CHAIR FOERSTER: Okay. Thank you. And you'll 4 stay available in case we have other questions and 5 you'll remain under oath. 6 Well, I was noticing while you guys were 7 playing with the geology words that the gentleman in -- 8 on the our left side in the front maybe a little 9 nervously, are you in a hurry? 10 MR. SHAW: I've got about 30 minutes left on my 11 parking. 12 CHAIR FOERSTER: Okay. Well, I'll keep track 13 of that and in about 20 minutes we'll take a short 14 recess and let you go out and feed it again. 15 MR. SHAW: Thank you. 16 CHAIR FOERSTER: Is that okay? 17 MR. SHAW: Yes. 18 CHAIR FOERSTER: Okay. 19 MR. SHAW: Thank you very much. 20 CHAIR FOERSTER: Okay. Nervous people in the 21 audience tend to distract me, we don't want that. I'm 22 easily distracted. 23 COMMISSIONER SEAMOUNT: You mean I distract 24 you, huh? 25 CHAIR FOERSTER: Yeah, but not in a good way i 1 off the record. We get along great, that was just a 2 joke. 3 COMMISSIONER SEAMOUNT: Sometimes. 4 CHAIR FOERSTER: Yeah. When he behaves. So I 5 think that's all we have for Hilcorp right now and I 6 see that DNR would also like to testify. And so at 7 this time we will allow DNR to testify. I also noticed 8 that BLM is in the audience and there was mention made 9 that there was some federal land. Does BLM intend to 10 testify today? 11 (No comments) 12 CHAIR FOERSTER: Okay. All right. So come on 13 up and we'll go through the -- we'll -- I'll swear you 14 both in together and then let you individually 15 introduce yourself and get recognized for your 16 expertise. 17 All right. Raise your right hands, repeat 18 after me. Don't repeat after me. 19 (Oath administered) 20 IN UNISON: I do. 21 CHAIR FOERSTER: All right. And who's going 22 first? 23 MR. SMITH: We don't have -- my name's Kyle 24 Smith, I'm a unit manager for Division of Oil and Gas. 25 We don't -- we didn't have prepared testimony, but were 49 1 asked to be available for questions from the 2 Commission..... 3 CHAIR FOERSTER: Oh, okay. 4 MR. SMITH: .....by your staff. I could start 5 with a few things here, I think today our role -- am I 6 procedurally all right at this point? 7 CHAIR FOERSTER: Do you want to be recognized 8 as an expert in any area? 9 MR. SMITH: (Inaudible response)..... 10 CHAIR FOERSTER: Okay. Well, then go ahead. 11 KYLE SMITH 12 called as a witness on behalf of DNR, stated as follows 13 on: 14 DIRECT EXAMINATION 15 MR. SMITH: Just a few notes to add to what 16 Hilcorp presented. To date our -- what we've been 17 doing with Hilcorp is approving PODs and also dealing 18 with the contraction and the delay in contraction of 19 the Ninilchik unit for the last two years and wait to 20 see what the drilling has been -- the drilling results 21 will be. We -- it's pretty consistent with what we've 22 done at Readout and West McArthur, delaying unit 23 contraction and reciprocation for drilling work or 24 seismic work or work within the unit. So that's what 25 we've been doing to date. 50 • • 1 With the PA application typically what we see 2 is a preapplication -- we'll have a preapplication 3 meeting with the unit operator, the unit operator will 4 then submit an application. We'll go through a public 5 notice period for the unit expansion, not so much for 6 the PA expansion. And then we will issue -- we'll have 7 our royalty accounting section, our commercial section, 8 our resource evaluation section which consists of 9 geologists -- you know, geologists, geophysicists and 10 petroleum engineers, reservoir engineers, look at the 11 application, evaluate it, it'll also be evaluated and 12 reviewed by our leasing section and the Department of 13 Law before the division director issues a decision. We 14 have the opportunity to revise the division of interest 15 of the tract factors at some point, then Hilcorp would 16 have a -- have the opportunity to be heard on that' 17 issue. And once the decision is made we offer a 20 day 18 appeal period so there is some recourse as far as 19 applicants and affected parties within the unit area or 20 within the PA area or those who are outside the PA area 21 to comment and comment at the unit expansion point and 22 then also appeal to the Commissioner of any decision by 23 the division director which would then move through the 24 normal appeal process. 25 That's all I had on that issue. We're open for 51 0 • 1 any questions I guess on that, but Don Krouskop, 2 geophysicist working the Ninilchik unit is available 3 for questions as well. 4 CHAIR FOERSTER: Do you have any questions? 5 COMMISSIONER SEAMOUNT: I assume from all the 6 testimony today that DNR and Hilcorp are in agreement 7 on these modifications? 8 MR. SMITH: Yeah, we've been given -- as Mr. 9 Duffy stated we've been given an opportunity to look at 10 it and then provide comments and those comments are 11 mostly directed to tightening up some language on tract 12 ops. 13 COMMISSIONER SEAMOUNT: Okay. And we had a 14 geological fun discussion -- geologically fun 15 discussion and since this is based -- the allocation is 16 based on acreage I'm not going to ask the DNR 17 geoscience people to come up unless they have some real 18 disagreements or anything they feel should be added 19 that's really important to this. 20 That's all I have. 21 MR. SMITH: I see our geophysicist shaking..... 22 CHAIR FOERSTER: Beg your pardon. 23 MR. SMITH: I see our geophysicist shaking his 24 head no. 25 CHAIR FOERSTER: Okay. Thank you both and 52 1 stick around because, you know, as things progress we 2 may have -- need to bring you back up and ask you 3 another question or two. And thank you so much for 4 coming and being available for questions. 5 All right. We have Mr. Shaw who says that he 6 would like to testify..... 7 MR. SHAW: Yes. 8 CHAIR FOERSTER: .....and so come on up and you 9 can sit either side. 10 MR. SHAW: Okay. 11 CHAIR FOERSTER: And before you start I'll 12 swear you in. 13 MR. SHAW: Yes, ma'am. 14 CHAIR FOERSTER: Raise you right hand. 15 (Oath administered) 16 MR. SHAW: Yes, ma'am. 17 CHAIR FOERSTER: So for the record introduce 18 yourself and who you represent and if you'd like to be 19 recognized as an expert what area. 20 MR. SHAW: My name's Donald Shaw and I'm a 21 private landowner in Clam Gulch/Falls Creek 22 subdivision. 23 DONALD SHAW 24 called as a witness on his own behalf, stated as 25 follows on: 53 1 DIRECT EXAMINATION 2 MR. SHAW: Let's see, let me start out. My 3 name is Donald Shaw, I own mineral rights on the 4 Frances 1 spacing exception, exhibit A, my tract is 5 number 238, I'm on the bottom right-hand corner next to 6 the legend. There are things I will mention should the 7 need to appeal arise. 8 In the Exxonvaldez oil spill litigation 9 plaintiffs' attorney going up against a corporation 10 worth around $50 billion asked for and received $35 11 million to fund their war chest. I with my few meager 12 dollars am going up against a corporation who came from 13 Louisiana with $100 million after shirking their 14 responsibility at cleaning up decades of toxic waste 15 and instead chose to try to change the Louisiana 16 constitution. I asked for money to fund my war chest. 17 The Alaska constitution affords an even greater rights 18 than our United States constitution due to our 19 independent nature. As a commercial fisherman I am 20 fiercely independent. In Exxon the U.S. Supreme Court 21 ruled corporations have individual rights. That does 22 not mean a corporation can move next door to me with a 23 chicken factory and start stealing my chickens. 24 In April of 2014 I spoke with Hilcorp's David 25 Duffy who told me I get 12 and a half percent of what 54 • 1 the well produces and that I should sign the lease and 2 wait. In the event I don't sign the lease money would 3 be put in an escrow for me and given to me at a later 4 date. Late April, 2014 I was driving through 5 Anchorage, I called Mr. Duffy to look over maps and 6 maybe sign the lease. He was busy playing golf so I 7 continued on my way. In July I called Mr. Duffy and 8 Frances 1 was now a gas well and would be running soon. 9 In about October of 2014 I called Mr. Duffy and Frances 10 1 has been producing better than expected. I asked him 11 how to collect my escrow money and was told that if I 12 looked at the lease that I had signed once the bore 13 penetrated my subsurface rights then I was entitled to 14 escrow money. I was busy finishing a commercial season 15 and will look into it later. A few minutes later Mr. 16 Duffy called me and realized I had not signed the 17 lease. He could maybe fly to Cordova and take me 18 charter fishing and then I could sign the lease. He 19 could maybe charter a deer hunt and I could sign the 20 lease. A short time later Christine Gay called me to 21 inform me she had mailed a copy of the lease for me to 22 sign to the Cordova post office and that she had 23 emailed the lease to me. It seems like a lot of effort 24 to get me to sign the lease, it must be important. I 25 do not recall ever having been sent any information on 55 1 a July 22, 2014 hearing on the Ninilchik unit nor had I 2 received any notice of today's hearing, had it not been 3 for a third party looking out for my interest I'd not 4 be here today. July is the heart of the summer 5 commercial fishing season and reading a newspaper is 6 not always feasible. The mission of the AOGCC is in 7 part to protect the public interest and the rights of 8 all owners to recover their share of the resource. 9 After emails with Steve Davies I am in doubt the AOGCC 10 is looking out for my rights. In the first 199 days 11 Frances 1 has produced 1,585,767 gallon -- cubic feet 12 of natural gas. At 12 percent that's about 198,095 13 cubic feet with royalties being paid to some, not all, 14 who were affected. Where's mine. 15 Hilcorp wants me to sign a lease where I pay 16 production cost. They receive 87 and a half percent, 17 they chose to drill and produce. My gas was just 18 sitting there minding its own business before Hilcorp 19 moved in and started stealing it. Now Hilcorp wants me 20 to pay for their production. The AOGCC wants me to 21 shoot my own seismic just to even prove I'm being 22 robbed. My chosen officer of the court should be 23 allowed to view Hilcorp's confidential seismic findings 24 to determine whether I'm not included or that I am. If 25 you have a pond you have a marsh around it, if you pump 56 1 from the pond the marsh drives up. I am the marsh. I 2 disagree with my escrow that is already owed me being 3 withheld until I commit. I am being robbed with that 4 robbery being blessed by the AOGCC. The DNR has not 5 informed me of any type of tract allocation value nor 6 given me the opportunity to agree or contest it. We 7 are not dealing in state lands where the state makes 8 decisions. We are dealing with private owners. And 9 one of our nation's youngest states, Alaska has no 10 precedence in protecting a private landowner. I am an 11 Exxon litigant. In my 38 years living here I have seen 12 at least $1 trillion of petroleum leave this state, big 13 oil is now under my feet, at my home, stealing my gas 14 and being blessed by my state for doing it. It is not 15 just my rights, but of other owners, not just now, but 16 in the future it must be protected. I disagree with 17 conservation order 701. 18 Thank you. 19 CHAIR FOERSTER: Thank you, Mr. Shaw. I think 20 at this point we'll take a short recess and we probably 21 won't come back until about 10:30, that'll give you 22 time to wait a few minutes so you don't waste your 23 money and then still feed the meter and come back. And 24 we'll wait until we've had our conversations and you've 25 gotten your meter fed and then we'll reconvene again, 57 1 probably 10:30ish. 2 MR. SHAW: Yes, ma'am. Thank you. 3 CHAIR FOERSTER: And so right now we're in 4 recess. 5 (Off record) 6 (On record) 7 CHAIR FOERSTER: Okay. We'll go back on the 8 record at 10:40 a.m. And, Mr. Shaw, we didn't get a 9 chance to ask you any questions before we took a recess 10 so if you don't mind we've got a few questions to ask 11 you. 12 MR. SHAW: Yeah, sure. 13 CHAIR FOERSTER: Okay. 14 MR. SHAW: Is this on? 15 CHAIR FOERSTER: Do you want me to ask 16 questions or..... 17 COMMISSIONER SEAMOUNT: You go ahead and ask 18 first. 19 CHAIR FOERSTER: Okay. Anything I leave out 20 you can ask. Mr. Shaw, could you show us the exact 21 location of your acreage? 22 MR. SHAW: I can take a look here. 23 CHAIR FOERSTER: I'm going to come around and 24 -- so I can see. 25 MR. SHAW: It's easiest to find Falls Creek. 1 Falls Creek runs through my property. This is a 2 (indiscernible) approximately right in this area, right 3 on the line. Right in there, yeah, right in that area 4 there's -- if you got a topographical there you'll see 5 Falls Creek and it goes through the lower part of my 6 property. 7 COMMISSIONER SEAMOUNT: Fall Creek. 8 CHAIR FOERSTER: Okay. So what I..... 9 MR. SHAW: I'm on the spacing exception, 10 exhibit A. 11 CHAIR FOERSTER: But you're outside of the 12 current unit NPA boundary? 13 MR. SHAW: You know, my copy was so horrible I 14 can't -- I can't read it. I can go out to the car and 15 get you and you can..... 16 CHAIR FOERSTER: Okay. But based on where you 17 touched -- where you showed me and where I touched the 18 map with my pen, it's outside? 19 MR. SHAW: I'm right near the line. I don't 20 know which side of it I'm on. 21 CHAIR FOERSTER: Well, maybe one of the landmen 22 for Hilcorp can -- when we bring them back up can -- 23 but we can wait for that for a bit. Before we go any 24 further I do have some other questions for you, but I 25 want to put it on the record and explain it to you that 59 1 we're an adjudicatory body, we don't provide legal or 2 technical advice to anybody, we don't..... 3 MR. SHAW: I understand that. 4 CHAIR FOERSTER: .....give them information. 5 MR. SHAW: If this goes to -- if this goes to 6 the state courts, you know, if these proceedings have 7 to go up to protect my rights and other rights of other 8 people that has to go to the courthouse then that's why 9 I put everything in the -- in the record there. 10 CHAIR FOERSTER: Okay. But I just want to 11 clarify to you that our role is to adjudicate. People 12 bring us data and information and we make decisions 13 based on that. We do not offer technical or legal 14 advice to individuals or company when we don't provide 15 information or analyses. So if you were looking to us 16 to do that for you that's not what we're charged..... 17 MR. SHAW: All I've ever truly been wanting is 18 just to find out am I in the zone or not. 19 CHAIR FOERSTER: Okay. So let me just repeat 20 this. It is not our role to provide analysis or 21 information to individuals..... 22 MR. SHAW: Okay. 23 CHAIR FOERSTER: .....we're an adjudicatory 24 body. So that's a very good question for you to ask, 25 but you have to hire people who have that expertise or 1 negotiate with Hilcorp to get that data. This is not a 2 service that we can provide to you. 3 MR. SHAW: Okay. 4 CHAIR FOERSTER: Okay. Let's see, has -- to 5 your knowledge has Hilcorp shot seismic across your 6 land? 7 MR. SHAW: I'm sorry, ma'am. 8 CHAIR FOERSTER: Has Hilcorp shot seismic 9 across your land to your knowledge? 10 MR. SHAW: Yes, ma'am, they did. It was I 11 think five, six, seven years ago. I was actually -- I 12 was actually part of the seismic research crew, I 13 worked my -- the line I was on, I missed my property by 14 I think 200 yards or something like that. 15 CHAIR FOERSTER: Okay. 16 COMMISSIONER SEAMOUNT: How many acres do you 17 own? 18 MR. SHAW: I have -- on paper it's 9.55 acres. 19 My property is designated as tract 1, Falls Creek 20 subdivision. 21 CHAIR FOERSTER: Okay. So, Mr. Shaw, one of 22 the concerns that you had was the difficulty or failure 23 to get notification. Have you or could you give to our 24 secretary your email account so that we..... 25 MR. SHAW: I have done that during our recess 61 1 that we had. 2 CHAIR FOERSTER: Okay. So by having your email 3 account in our system you should get -- you'll get 4 notices that you don't want to get, but..... 5 MR. SHAW: That's -- I -- that's what I 6 understand, but it -- for me being a fisherman it's -- 7 it's great, I never know what port I'm in..... 8 CHAIR FOERSTER: Okay. So..... 9 MR. SHAW: .....my mailing address is Wasilla, 10 that's 250 miles from where I live. 11 CHAIR FOERSTER: Well, this will be our way to 12 assure that, you know, you're not -- that the monkey 13 will fall on your back to ignore the ones that don't 14 apply to you and look for the ones that do. 15 MR. SHAW: That's fine. 16 CHAIR FOERSTER: Okay. 17 MR. SHAW: That's fine. I..... 18 CHAIR FOERSTER: Okay. 19 MR. SHAW: .....I really appreciate it. 20 CHAIR FOERSTER: Okay. Okay. Do you have any 21 other questions for Mr. Shaw at this time? 22 COMMISSIONER SEAMOUNT: Not at this time I 23 don't. 24 CHAIR FOERSTER: Okay. Okay. Well, Mr. Shaw, 25 we'd ask you to stay in the room and remember that 62 1 you're under oath for the duration of the hearing, we 2 may have another question or two for you. 3 MR. SHAW: Yes, ma'am. 4 CHAIR FOERSTER: Okay. 5 MR. SHAW: That's fine. 6 CHAIR FOERSTER: Okay. I do have some more 7 questions for Hilcorp if the Hilcorp representatives 8 would come back up. And I think that Mr. Duffy and Mr. 9 Tabler can answer probably most of the questions, if we 10 need to get Mr. Buthman back up we can do that, but I 11 think right now and I'm going to ask the question just 12 to the table and whichever one of you chooses to speak 13 do so, but as you start to speak identify yourself for 14 the courtesy to the court reporter. 15 So when I asked Mr. Shaw to describe the 16 location or point out the location of the acreage it 17 appeared to me that his acreage is outside of the unit 18 and the PA, is that correct? 19 MR. TABLER: This is Kevin Tabler and, yes, his 20 acreage is outside of the unit and outside of the PA. 21 CHAIR FOERSTER: Okay. He also said that you 22 guys hot seismic across his land, is that..... 23 MR. TABLER: Hilcorp..... 24 CHAIR FOERSTER: .....does your understanding 25 fit with his? 63 1 MR. TABLER: .....Hilcorp did not shoot any 2 seismic. It may have very well been Marathon, it could 3 have been somebody else, but it -- and it may have been 4 some other company, but it was not Hilcorp. 5 CHAIR FOERSTER: Okay. Okay. 6 MR. DUFFY: And again Hilcorp ownership reaches 7 back to February of 2013 so if the..... 8 CHAIR FOERSTER: Okay. 9 MR. DUFFY: .....seismic project was prior..... 10 CHAIR FOERSTER: Okay. So seismic would have 11 been shot by another company. If..... 12 COMMISSIONER SEAMOUNT: I have a question 13 regarding that. 14 CHAIR FOERSTER: Okay. Go. 15 COMMISSIONER SEAMOUNT: I'm sure that Hilcorp 16 has a map that shows where the lines were shot, do you 17 consider that confidential information? 18 MR. TABLER: No, we don't. 19 COMMISSIONER SEAMOUNT: Okay. 20 MR. TA13LER: This is Kevin Tabler. No. 21 CHAIR FOERSTER: And to your knowledge was the 22 seismic shot across his land? 23 MR. TABLER: I'm -- this is Kevin Tabler. I'm 24 looking to our geologist and those lines are all 25 probably public where they were shot and we may very , 1 well have the seismic data in our -- in our records, 2 but and it may have been through our acquisition of 3 Marathon's data, but we -- Hilcorp did not shoot the 4 lines. But..... 5 CHAIR FOERSTER: Okay. And if there is seismic 6 across his land is he entitled to that data? 7 MR. TABLER: No, he is not. 8 CHAIR FOERSTER: Okay. Okay. So if his 9 acreage is not in a PA why is Hilcorp holding money for 10 him in a suspense account? 11 MR. TABLER: Hilcorp is not holding money in a 12 suspense account and if you can -- will indulge me for 13 a moment I can maybe address some of the issues I heard 14 him -- that I heard in his testimony? 15 CHAIR FOERSTER: Oh, can you let us ask our 16 questions first? 17 MR. TABLER: Sure. Certainly. 18 CHAIR FOERSTER: All right. So you're -- to 19 your knowledge you're not holding any money 20 specifically for..... 21 MR. TABLER: We are not holding..... 22 CHAIR FOERSTER: .....Mr. Shaw's acreage? 23 MR. TABLER: .....any money for Mr. Shaw, no. 24 CHAIR FOERSTER: All right. Have -- has 25 Hilcorp approached Mr. Shaw about a lease? 65 0 • 1 MR. TABLER: Absolutely. 2 CHAIR FOERSTER: Okay. Has Hilcorp mentioned 3 anything about becoming a working interest owner or 4 paying any production costs? 5 MR. TABLER: Not specifically, no. I mean, 6 it's available to him, but we did not..... 7 CHAIR FOERSTER: Have you made that option 8 available to him, have you described the options that 9 he has of becoming a lease..... 10 MR. TABLER: I did not speak directly to Mr. 11 Shaw, I spoke to his -- I guess his consultant. 12 CHAIR FOERSTER: Did you make the -- did you 13 make the..... 14 MR. TABLER: No, I didn't -- I..... 15 CHAIR FOERSTER: .....royalty versus working 16 interest options available to his consultant? 17 MR. TABLER: .....did not, no. 18 CHAIR FOERSTER: Okay. Okay. I'm trying to 19 reconcile..... 20 MR. TABLER: It's outside the unit, it wasn't 21 even appropriate..... 22 CHAIR FOERSTER: Okay. 23 MR. TABLER: .....it was..... 24 CHAIR FOERSTER: Okay. 25 MR. TABLER: .....I was discussing an oil and Zo 1 gas lease with him. 2 CHAIR FOERSTER: Okay. I was -- I'm trying to 3 reconcile where Mr. Shaw was required to pay production 4 costs. 5 MR. TA13LER: He was not required. 6 CHAIR FOERSTER: Okay. 7 MR. TABLER: I think that's part of the 8 confusion. 9 CHAIR FOERSTER: Okay. And so you haven't said 10 anything about forced pooling or working interest 11 ownership to Mr...... 12 MR. TABLER: No. 13 CHAIR FOERSTER: Okay. Are there other 14 landowners out there that would have liked to have been 15 notified that are in similar shoes to Mr. Shaw's 16 that..... 17 MR. TABLER: That were due to the spacing 18 regulations exception regulations anybody within a 19 3,000 foot ark received a notice, yes. 20 CHAIR FOERSTER: Of today's hearing? 21 MR. DUFFY: No, Hilcorp -- Hilcorp did not -- 22 this is David Duffy speaking. AOGCC scheduled this 23 hearing and issued the public notice and we responded 24 to that as the other folks who are here, but we did not 25 advertise this hearing on behalf of the AOGCC. 67 i 0 1 CHAIR FOERSTER: Okay. But -- okay. So are 2 there other landowners out there that are in a similar 3 situation to Mr. Shaw that would have liked to have 4 been notified, the question doesn't change? 5 MR. DUFFY: The conservation order 701 applies 6 to the unit boundary and -- no, I can't think of any 7 reason why..... 8 CHAIR FOERSTER: So how about that 2 percent of 9 the leased -- unleased ownership? 10 MR. DUFFY: Within -- that's within the unit. 11 CHAIR FOERSTER: And were those people notified 12 or would those people..... 13 MR. DUFFY: Hilcorp..... 14 CHAIR FOERSTER: .....okay. Would those people 15 have liked to have been notified? 16 MR. DUFFY: I have no idea what they would like 17 or not. 18 CHAIR FOERSTER: If you were one of them would 19 you have liked to have been notified? 20 (No comments) 21 CHAIR FOERSTER: All right. You don't have to 22 answer that question, I think I made my point. 23 MR. DUFFY: I'm not sure we've even been able 24 to locate them. 25 CHAIR FOERSTER: Okay. M i 1 MR. DUFFY: And contact them. I -- they may be 2 part of the two -- the two people -- I don't recall 3 right now..... 4 CHAIR FOERSTER: All right. 5 MR. DUFFY: .....whether or not we've been able 6 to even locate who they are. 7 CHAIR FOERSTER: So in your testimony you say 8 that retroactive allocations protect everybody so how 9 do retroactive allocations protect people that aren't 10 part of the unit or aren't committed to the unit? 11 MR. DUFFY: That -- well, that's a good 12 question, that goes to the core I guess of our 13 presentation. So if a PA is expanded and it includes a 14 tract within the unit that's currently unleased or 15 uncommitted then the retroactivity -- the requirement 16 for retroactive adjustment would mean that previously 17 they were outside of the PA, after the PA is expanded 18 then they would be included within the PA and they 19 would be entitled just like on the example where I 20 talked about Frances number 1 and Frances or I'm sorry 21 Falls Creek number 5, they would be entitled to an 22 equitable portion based on proportion of their 23 acreage..... 24 CHAIR FOERSTER: Okay. 25 MR. DUFFY: .....to the entire amount of Z• 1 production from the -- of production from the expanded 2 pool. 3 CHAIR FOERSTER: Just a few more questions. Do 4 you know how far Mr. Shaw's lease line is from Frances 5 number 1? 6 MR. DUFFY: I don't know off the top of my 7 head, we'd be glad to furnish a different -- a map for 8 you, but that..... 9 CHAIR FOERSTER: But it's probably within 3,000 10 feet if he got notice of the spacing exception? 11 MR. DUFFY: It is and it's really close because 12 there's the difference between -- it depends on where 13 you measure it in terms of you want to measure it from 14 the surface location, it's a directional well, the 15 bottomhole measurement, so I'd rather provide you a map 16 and you can see what all of the measurements are. 17 CHAIR FOERSTER: Okay. Please do that. Please 18 do that. We'll hold -- we'll leave the record open 19 until you do. 20 COMMISSIONER SEAMOUNT: And the Frances well is 21 producing? 22 MR. DUFFY: Correct. The Frances well was 23 initially drilled..... 24 COMMISSIONER SEAMOUNT: So it would be good to 25 put on that map in plan view where these producing 0 • 1 zones are located..... 2 MR. DUFFY: Oh, where the well is..... 3 COMMISSIONER SEAMOUNT: .....if it's a 4 directional well. 5 MR. DUFFY: .....where the well is perforated? 6 COMMISSIONER SEAMOUNT: Yeah, where it's 7 perforated. 8 MR. DUFFY: Okay. 9 CHAIR FOERSTER: For the record for the 10 understanding of the general public would you explain 11 -- would one of you explain the difference between an 12 escrow account and a suspense account that it -- what 13 it is, where it is? 14 MR. DUFFY: Sure. So a suspense account -- 15 well, let me first start with what I understood 701 16 required in terms of an escrow account. I think of an 17 escrow account just like I do for my mortgage where you 18 have a payee and a payor and a third party institution 19 like a bank that manages those funds, the deposits and 20 the amount. And in the establishment of an escrow 21 account and I'm not an expert in financial banking or 22 institutional banking like that, but you have to have a 23 mutual agreement between the person paying and the 24 person receiving and then the bank or whatever 25 fiduciary agency is handling that on behalf of the 71 1 person who's to obtain it versus the suspense account 2 really provides the same function, it's a mechanism to 3 account for, attract and provide funds that are due to 4 the landowner regardless of how you calculate them. 5 The same purpose and same function, but on a suspense 6 account in Ninilchik and other places in Alaska where 7 the mineral interest has long been severed from the 8 surface interest, the mineral interest and the mineral 9 estate owners is fractional, you may not absolutely 10 know who the ownership is and it changes, the ownership 11 changes. A suspense account would be able to capture 12 the interest for the tract if you don't know who the 13 true owner is or that person's not leased. An escrow 14 account, I'm not sure how I would go to First National 15 or another bank and set up an account on behalf of -- 16 if the legal owner can't be located, if they don't sign 17 up for that account, if I could have that information 18 I'd love to have a conversation with those folks and 19 provide them the opportunity to lease or come into the 20 unit. 21 CHAIR FOERSTER: Okay. In an escrow account 22 real monies are put in a real location, is that true 23 for a suspense account? 24 MR. DUFFY: No. 25 CHAIR FOERSTER: So where -- what financial 72 0 • 1 institute is holding the money for your..... 2 MR. DUFFY: It's not a third party, it's 3 held..... 4 CHAIR FOERSTER: It's a line item on a..... 5 MR. DUFFY: .....it's a line item on Hilcorp's 6 royalty accounting. 7 CHAIR FOERSTER: So it's not real money being 8 held by a third party? 9 MR. DUFFY: By a third party, no. And in our 10 discussions of this process if that is the concern of 11 what the Commission has, we had offered to instead of 12 holding the suspense accounts we would turn them over 13 to AOGCC if that's what you want. 14 CHAIR FOERSTER: We don't want to become a 15 banker, but how are those funds segregated so that they 16 can't be used in an escrow account -- I mean, in a 17 suspense account, do you see what I'm asking? 18 MR. DUFFY: No. 19 MR. TABLER: This is Kevin Tabler. You mean 20 used within the corporation..... 21 CHAIR FOERSTER: Right. 22 MR. TABLER: .....I mean, they're corporation 23 funds, it's just a debt, an obligation that we have 24 that we account for separately like we would any other. 25 CHAIR FOERSTER: So they're not, they're not 73 1 segregated and protected from use by the corporation? 2 MR. TABLER: Well, I'm not an accountant, I 3 don't know how you would -- I don't know the proper 4 terminology for that, but they're set aside and they're 5 reserved for that purpose. 6 CHAIR FOERSTER: Well, I'm married to an 7 accountant and those are the ones you need to protect 8 your money from. And I'm hoping that the lady in the 9 back of the audience who lives across the street is not 10 going to share that when she gets home tonight. 11 But one last thing before and then I'll allow 12 you to make your statements, but just one last thing 13 for the record just to explain to you guys just as we 14 explained to Mr. Shaw something that we didn't think he 15 understood, we do have the authority to require escrow 16 accounts and we have done so in the past. And so are 17 you requesting that -- if you're requesting that we 18 treat you differently, we will not. So I don't think 19 there was a question there, it was just a clarifying 20 statement. 21 So now go ahead and make whatever statements 22 you wanted to make to clarify things that Mr. Shaw 23 said. And Mr. Shaw had raised a hand so I think he's 24 going to want to come back up too. Okay. Go. 25 MR. TABLER: Yes, this is Kevin Tabler. What I 74 0 • 1 heard Mr. Shaw say was that -- heard him -- I don't 2 know that I can rebut nor do I need to rebut everything 3 that he said, but what we did is we offered Mr. Shaw 4 the opportunity to sign an oil and gas lease with us. 5 He is outside of the unit, he's outside of the 6 participating area. We were taking -- we had an -- 7 taking leases from perspective lessors outside of the 8 unit area in anticipation of our exploration activities 9 that we were doing, it's very typical, it was -- we 10 call it protection acreage because you never know how 11 big the accumulation's going to be. I think where the 12 confusion what I heard him saying was when he received 13 the spacing exception notification and he was within 14 the 3,000 foot ark I think somehow he believed that 15 somehow he was in a drainage situation. And therefore 16 there was something that he was entitled to or he was 17 being drained. What I -- when Mr. Duffy talked with 18 Mr. Shaw's attorney in Cordova early on he explained 19 what we were trying to do, the leasing process, the -- 20 what we -- how we suspend money for those because a lot 21 of these similar questions came up, well, what if you 22 don't sign, what if you do sign, how does this work, 23 the whole process. And that's where the suspense 24 account was talked about and how we would hold monies 25 and fund because of this retroactivity obligation which 75 • 0 1 is really rather unique to the Ninilchik unit. 2 Typically everything's paid prospectively, you sign a 3 lease and upon execution of the lease then you -- then 4 you're paid going forward, but in this case there's a 5 retroactive adjustment so we must account for and 6 maintain this so that we have the ability to pay it out 7 at some future date. And so because if at some point 8 in the future Mr. Shaw were to come into the unit and 9 be part of production he would be paid back to first 10 production just like everybody else would be. 11 Currently he is not, he's not anticipated to be and 12 unless the unit and the PA is expanded to include his 13 land he will not be. So there is no suspense account 14 set up for him currently, it's not anticipated that 15 there will be, but if it should be then he would be 16 treated just like everybody else. Subsequent to that 17 and I can't speak to -- I mean, he has a nine acre 18 tract and I could assure you that I would not send Mr. 19 Duffy to Cordova to take him charter fishing, to go out 20 to take a lease from him, but we afforded him the 21 opportunity. When he did -- I heard him say when he 22 came to Anchorage -- I know he doesn't golf because he 23 can't golf, so he wasn't out golfing, I might have been 24 golfing, but Mr. Duffy wasn't golfing, and I did 25 subsequently speak to his representative, Mr. Bob Ift 1 Shabelson, on his behalf and spoke to him for over an 2 hour and discussed the oil and gas lease, the 3 opportunity for it, the prospectivity of it, what the 4 oil and gas lease said, the merits of the lease, went 5 through the lease with him, talked about various points 6 about the lease. We did talk about -- I don't know 7 that we got into the suspense account, but my 8 recollection was that we had a thorough vetting of the 9 oil and gas lease and talked about it and to this date 10 we would still like to take an oil and gas lease from 11 him if he would so like to lease. But we afforded him 12 the opportunity to sign an oil and gas lease and that's 13 where we currently stand. 14 CHAIR FOERSTER: Commissioner Seamount, do you 15 have any other questions for these gentlemen right 16 now? 17 COMMISSIONER SEAMOUNT: Mr. Tabler, Mr. Duffy, 18 do you know -- and I can look this up so if you don't 19 know you just tell me, do you know the details of the 20 Frances number 1 spacing exception? 21 MR. DUFFY: Details as to? 22 COMMISSIONER SEAMOUNT: What was the ruling. 23 MR. DUFFY: So the initial well was drilled as 24 an exploratory oil well, it did not require -- and so 25 no initial spacing exception was required for the 77 1 drilling of the well itself because it was an oil well. 2 And then -- but then the oil turned out to be a 3 noncommercial well, wasn't a successful discovery well 4 for oil, but they did encounter gas. And then so we 5 then made a subsequent application or filed an 6 application to complete it as a gas well and that's 7 what triggered the spacing exception application 8 process. 9 COMMISSIONER SEAMOUNT: Okay. I'm going to 10 have to look at the areas that that spacing exception 11 included, but we have that here. 12 MR. DUFFY: Sure. And I have copies of that, 13 the application or the maps that we made in support of 14 that application and that's probably the same map that 15 Mr. Shaw was referring to that was attached to his 16 notice of the application. 17 COMMISSIONER SEAMOUNT: I have no further 18 questions. 19 CHAIR FOERSTER: Okay. All right. Mr. Shaw, 20 would you like to come back up and have -- make any 21 other statements? 22 MR. SHAW: Yes, I would, please. 23 CHAIR FOERSTER: Okay. Come on up. And I'd 24 ask you guys not to -- we don't want to turn this into 25 a pissing -- excuse me, we don't want to turn this -- W. • 1 please don't say that, Nathan, we don't want to turn 2 this into a fight so this isn't a back and forth. 3 MR. SHAW: Ma'am, basically, you know, I got 4 the spacing exception as Mr. Tabler and Mr. Duffy has 5 explained. My whole thing is I know on past maps that 6 I've seen through the state of Alaska, Falls Creek is 7 also called the Falls Creek natural gas reserve. 8 Sitting here today Hilcorp's geologist had mentioned 9 how a half a mile east of the Frances 1 well there was 10 300 foot or something of sands or something. Basically 11 I'm a half a mile east of Frances 1. My whole concern 12 is if you have a pond you have a marsh around the pond, 13 you suck water out of the pond the marsh dries up. If 14 there's a fissure, if there's a gas on my neighbor east 15 of me side and there's a fissure that goes over to 16 Frances 1 that's my gas. And the only true way to 17 prove that I'm not associated with Frances 1 is the 18 seismic -- the confidential seismic research. I can 19 understand they don't want to give it to a layman like 20 me, but I think my appointed officer of the court 21 should be entrusted to view that on my behalf. If my 22 officer of the court comes back and says there's a 23 wall, you ain't got nothing, I'll shut my mouth and I'm 24 done. If he says there's a fissure that's my gas, I 25 want my share. 79 • 0 1 COMMISSIONER SEAMOUNT: Can I ask a question? 2 CHAIR FOERSTER: Yes, you may. 3 COMMISSIONER SEAMOUNT: I'll ask a question of 4 Hilcorp. If Mr. Shaw decided to exercise his 5 correlative rights and drill his own well on his 9.55 6 acres how would Hilcorp respond? 7 MR. DUFFY: (Indiscernible - away from 8 microphone), but..... 9 COMMISSIONER SEAMOUNT: He'd probably have to 10 go for a spacing exception. 11 CHAIR FOERSTER: Because he's outside the unit 12 boundaries. 13 MR. DUFFY: I think the spacing exception 14 applies both outside the unit boundary (indiscernible - 15 away from microphone) so that's..... 16 CHAIR FOERSTER: Okay. 17 MR. DUFFY: .....an opportunity, you know. So 18 if Mr. Shaw wanted to -- if Mr. Shaw wanted to exercise 19 that right we have no opposition. 20 COMMISSIONER SEAMOUNT: Okay. I'm done. 21 CHAIR FOERSTER: Okay. So I have a question. 22 Were you finished? 23 MR. SHAW: I don't know. I've never done this 24 before. 25 CHAIR FOERSTER: But I had a question for you. :1 • 1 You said you'd seen maps that identify your area as the 2 Falls Creek natural gas reserve. Whose maps are those? 3 MR. SHAW: Ma'am, I -- I've owned the property 4 10 years. I don't really remember where I saw it, 5 whether it was in a book. It's not a copy I have at 6 home or anything. I know there's been -- I was doing 7 -- and I erroneously said Hilcorp had done the seismic 8 research. I worked for a company called Veritas about 9 six years ago and -- and we did the seismic research. 10 So then apparently Hilcorp had bought that when they -- 11 when they bought so I'd like to correct that on the 12 record. 13 CHAIR FOERSTER: Okay. 14 MR. SHAW: I know that some of the holes that 15 we drilled and put the explosives in were within four 16 or five feet from past seismic research done 20, 30 17 years beforehand. So it's seismic research on top of 18 seismic research with new, modern sensors. And the 19 only answer to the question is what's under my feet and 26 only Hilcorp has the answer to that question. And my 21 basic foundation that I'm fighting for is if there's 22 nothing there why are they hiding it. 23 CHAIR FOERSTER: So I have a question that's 24 kind of for both of you. If Mr. Shaw were willing to 25 sign a confidentiality agreement would Hilcorp be • 1 willing to show him the data just as it relates to his 2 land? 3 MR. TABLER: You know, as a..... 4 CHAIR FOERSTER: You can get back to us on 5 that. 6 MR. TABLER: I'm going to get back with you on 7 that because..... 8 CHAIR FOERSTER: And we'll leave the record 9 open for..... 10 MR. TABLER: Yes. 11 CHAIR FOERSTER: .....10 days because we've 12 asked -- you said you were going to provide us..... 13 MR. TABLER: Yes. 14 CHAIR FOERSTER: .....with other information as 15 well. And, Mr. Shaw, if Hilcorp were willing to do 16 that would you be willing to sign a confidentiality 17 agreement swearing never -- not to share that data with 18 anyone else? 19 MR. SHAW: Yes, I've got no problem with that, 20 but, you know, to put Hilcorp completely at ease I 21 recommend my chosen officer of the court. That's, you 22 know, in the state of Alaska that's got to be one of 23 the most honest and trustworthy people that we've got. 24 CHAIR FOERSTER: Okay. Okay. Do you have any 25 other questions for these folks right now? :6 1 COMMISSIONER SEAMOUNT: No, other than you're 2 going to probably ask your other people to..... 3 CHAIR FOERSTER: I am. 4 COMMISSIONER SEAMOUNT: Okay. And then we're 5 going to ask -- give people 10 days to provide..... 6 CHAIR FOERSTER: We are. 7 COMMISSIONER SEAMOUNT: Okay. 8 CHAIR FOERSTER: Okay. Does either party have 9 anything else they would like to say at this time. 10 We'll start with Hilcorp, do you have any other 11 testimony or information you want to share? 12 (No comments) 13 CHAIR FOERSTER: Okay. Mr. Shaw. 14 MR. SHAW: I'm wondering if we could get 15 Hilcorp's geologist here that -- you know, to see if he 16 can clarify what he had testified about the -- a half a 17 mile east of the Frances 1 well, he was -- I didn't 18 quite catch the whole testimony, but he had mentioned 19 that there was gas a half a mile east of the Frances 1 20 and that puts it right at my doorstep. 21 COMMISSIONER SEAMOUNT: Well, maybe he could 22 nod yes or shake no and then we could relay that to the 23 reporter unless he wants to make an extended statement. 24 MR. TABLER: This is Kevin Tabler. I don't 25 know how it pertains to conservation order 701 and -- an 1 at this point. 2 CHAIR FOERSTER: All right. Well, and you 3 bring up a good point. Mr. Shaw, if you have -- if you 4 have a concern that your correlative rights are being 5 violated then you can ask for a hearing to determine 6 that and that's the appropriate path for you to take is 7 to request a hearing..... 8 MR. SHAW: Okay. 9 CHAIR FOERSTER: .....to verify -- you know, to 10 verify that your correlative rights are or are not 11 being..... 12 MR. SHAW: Right. And, you know, I was just 13 asking now because it's a matter of record. So I'll 14 get a transcript and find it there, take the pressure 15 off of him. 16 CHAIR FOERSTER: All right. And -- yeah. So 17 don't forget that is your right to exercise should you 18 choose to do so. 19 So is there anyone else in the audience who 20 wishes to testify? 21 (No comments) 22 CHAIR FOERSTER: Okay. I don't see anyone 23 indicating so. So before I adjourn I just want to 24 remind you that we've asked you for a couple of pieces 25 of information and you've said you're going to provide M. 1 them to us and we'll leave the record open for 10 days 2 for you to do that once we adjourn. 3 MR. DUFFY: And just to clarify it's the map 4 you're looking for and then, Commissioner Seamount, you 5 wanted additional information related to the spacing 6 application? 7 COMMISSIONER SEAMOUNT: Well, it would be good 8 -- I think what would be good would be one map that 9 shows..... 10 MR. DUFFY: Oh, the perforations. 11 COMMISSIONER SEAMOUNT: .....what you know of 12 Mr. Shaw's acreage, location, where the seismic lines 13 run and a spider map..... 14 CHAIR FOERSTER: For the Frances. 15 COMMISSIONER SEAMOUNT: .....that shows where 16 the perforations are for the Frances number 1 well. 17 CHAIR FOERSTER: And you were also going to get 18 back to us and let us know what Hilcorp's position 19 would be on allowing Mr. Shaw to see your technical -- 20 your confidential data should he sign the 21 confidentiality agreement. So those are the things 22 that we were hoping to get from you. Okay. 23 COMMISSIONER SEAMOUNT: And I'm wondering if 24 Mr. Shaw's consultant would be willing to send in a 25 written statement. RR 0 • 1 MR. SHAW: I'll..... 2 COMMISSIONER SEAMOUNT: We'll allow that within 3 10 days. 4 MR. SHAW: I'll mention..... 5 COMMISSIONER SEAMOUNT: If he doesn't want, 6 it's not necessary. 7 MR. SHAW: Yes, sir. I'll mention that. Thank 8 you. 9 CHAIR FOERSTER: All right. Then at 11 minutes 10 after 11:00 we are adjourned. 11 (Adjourned - 11:11 a.m.) 12 (END OF PROCEEDINGS) 1 TRANSCRIBER'S CERTIFICATE 2 I, Salena A. Hile, hereby certify that the 3 foregoing pages numbered 02 through 87 are a true, 4 accurate, and complete transcript of proceedings in re: 5 Docket No.: CO 14-029 public hearing, transcribed 6 under my direction from a copy of an electronic sound 7 recording to the best of our knowledge and ability. 8 9 Date Salena A. Hile, Transcriber 10 NAME STATE OF ALASKA OIL AND GAS CONSERVATION COMMISSION Public Hearing Docket Number: CO -14-029 Beluga/Tyonek Gas Pool, Ninilchik Field Proposed Amendment of Pool Rules June 2, 2015 at 9am AFFILIATION Testify (yes or no) '�)2A2n41n2 C-aA:, l@ ,A0(rCC- Tx C-) 2 OL Yl U F eS �`� - MvM'Mq.--- 01 -- NAC., No 9y tik, 1/ Rim Ayry cc_ X10 -J�>a-eCr a 4 SGS GtiA D F�" i � Docket Number: CO -14-029 Beluga/Tyonek Gas Pool, Ninilchik Field Amendment of Pool Rules 97 . , ..4 WMM ntegrity 9 Urgency -a Ownership • Alignment • Innovation On October 20, 2014, Hilcorp proposed to modify Conservation Order 701 to: • ❑ Provide for unlimited spacing throughout the Ninilchik Field, Beluga/Tyonek Gas Pool; and • ❑ To modify the requirement for the "escrowing of revenue for uncommitted tracts." Hilcorp renews its initial request for unlimited spacing throughout the entire Tyonek/Beluga Gas Pool. Conservation Order 706 September 18, 2014 Page 3of6 Finding 8(d) -(e) (Geology): d. Reservoir Size: Hilcorp's analysis of analogue depositional systems suggests the mean channel width of the Beluga-Tyonek fluvial system is approximately 500 meet. with fewer than 15 percent of the channels exceeding 3.000 feet in width.' e. Reservoir Compartmentalisation: Hilcorp's analysis of production and well test data suggests approximately 150 acres is the average drainage area for individual gas accumulations within the Beluga and Tyonek. 9. Reservoir Fluid Properties: Gas -sample laboratory analysis reports` and fomlation-gas composition measurements recorded while drilling' indicate that Beluga and Tyonek reservoirs within the Ninilchik Unit contain only dry natural gas that consists almost entirely of methane. 10. Well Spacing Waiver Request: Hilcorp requests no gas well spacing restrictions within the affected area, except that no well may be drilled within 1,500 feet of the external boundary of the affected area unless the owner and landowner are the same on both sides of the boundary. 91 U n U CO 701. Finding No. 3. NO CHANGE • Landowners: The Ninilchik Unit comprises lands owned by the State of Alaska, the University of Alaska, the Federal Government, Cook Inlet Region, Inc. (CIRI), and patented fee lands. Not all lands within the boundary of the NU have been committed to the unit. • DI The Ninilchik Unit is comprised of 25,815 acres ❑ 25,216 acres (-98%) are leased (153 tracts) ❑ 589 acres (-2%) are unleased (36 tracts) Three Unit Participating Areas (PAs): ❑ Falls Creek PA: 988 acres, 18 tracts, no unleased tracts ❑ Grassim Oskolkoff PA: 1,920 acres, 3 tracts, no unleased tracts ❑ Susan Dionne -Paxton PA: 2,137 acres, 16 tracts ❑ Currently only 2 unleased PA tracts: 16.6 acres (0.7% of PA) o�. 5 0 CO 701. Conclusions: MODIFY 3. Due to the presence of uncommitted tracts within the bounds of the Ninilchik Unit, the correlative rights of the landowners of the uncommitted tracts afe notentia"As an . must be protected. Existing mechanisms are in place to protect the correlative rights of all landowners within the unit. 0 0 0 ❑ The NU was voluntarily formed in 2001 under the authority of the DNR. ❑ Applicable rules (11 AAC 83.356) require unit contraction within 10 years after sustained unit production begins. r ❑ After contraction, the unit will consist of only those lands included within an established PA. ❑ First production occurred in 2003. Hilcorp became the unit operator in 2013. ❑ Since taking over operatorship, Hilcorp has drilled and completed 9 wells. ❑ We currently have one well in progress (Blossom 1) and have additional unit wells planned for 2015-2016. ❑ Hilcorp's drilling program will ultimately lead to the EXPANSION of existing PAs and the Unit boundary. ❑ These boundary adjustments will coincide with mandatory unit CONTRACTION. ❑ DNR has deferred unit contraction until 2016. 7 At formation of the Unit's PAs, DNR required retroactive adjustment back to first production. This requirement applies to the adjustment of PA boundaries. See Findings and Decision of the Director (June 30, 2003) at p. 11-12 (available at http://dog.dnr.alaska.gov/Units/Documents/2003/UFirstEXP 3PAs approval finalD &F.df) 8 • • ❑ The recently drilled Frances #1 and Falls Creek #5 wells bottom -hole and produce from Unit Tract 66. This tract falls outside of the current Falls Creek PA boundary. ❑ When the Falls Creek PA is expanded, Hilcorp will be required to: ❑ Demonstrate to DNR that the proposed PA expansion area is "reasonably known to be underlain by hydrocarbons and known or reasonably estimated ... to be capable of producing ... hydrocarbons in paying quantities." 11 AAC 83.351. ❑ After delineating the productive acreage, Hilcorp must then retroactively adjust: 40 ❑ All royalties paid to all landowners from wells within the current Falls Creek PA boundary, and ❑ All royalties paid to the landowner of Tract 66 from Frances #1 and Falls Creek #5. 9 ❑ This retroactive adjustment process for PA expansion will require an equitable balancing between: ❑ The overpayment of royalties to existing landowners from all wells located with the PA; G and the underpayment to PA landowners from producing wells outside the PA; and ❑ The overpayment of royalties to the landowner of Tract 66 from wells outside the PA; and the underpayment from all wells producing within the PA. ❑ Hilcorp is still in the process of delineating PA boundaries. 0 ❑ Until our that process is complete, Tract Operations are necessary to promote continued exploration and development of the unit. ❑ Under applicable rules, all properties underlain by and capable of producing hydrocarbons must be included in Hilcorp proposal to expand PA boundaries. 1(D Per 11 AAC 83.371, DNR is responsible for the review and approval of PA / Unit allocation schedules. • ❑ Before the pending contraction/expansion process goes into effect, DNR will be required to review and approve Hilcorp's revised allocation formulas. ❑ This process requires DNR to provide the affected landowners notice and an opportunity to be heard. 0 ❑ No separate order or action from the Commission is required to protect the correlative rights of affected landowners. I� CO 701. Conclusions. DELETE K�JML-A- -- - -W-111 -- - ,ft Aft a In relevant part, AS 31.05.170(3) defines "correlative rights" as: ❑ Sword: "the opportunity afforded, so far as is practicable to do so, to the owner of each property in a pool to produce without waste the owner's just and equitable share of the [hydrocarbons] in the pool;" ❑ Shield: "being an amount, so far as practically determined, as so far as can practicably be obtained without waste, substantially in the proportion to the quantity of recoverable oil or gas, or both under the property bears to the total recoverable [hydrocarbons] in the pool," 0 0 ❑ The Commission has various statutory duties to protect correlative rights. For example: • ❑ AS 31.05.030 requires the filing and approval of a plan of development and operation for a field or pool; ❑ AS 31.05.100 relates to the establishment of drilling units; and ❑ AS 31.05.110 relates to the Commission's power to oversee petitions for involuntary unitization. ❑ None of these duties are at issue. • ❑ Respectfully, Hilcorp requests the Commission recognize that existing Unit and PA rules are in place to properly allocate unit protection. These rules protect the correlative rights of all landowners. 13 CO 701: Rule 4 (Escrowing of Revenue for Uncommitted Tracts) DELETE The operator shall establish and maintain an interest-bearing escrow account for each uncommitted tract that has production allocated to it. The amount of funds to be deposited into the account each month is the total value of the production allocated to the tract. ❑ Alaska law requires neither "interest bearing" nor "escrow accounts." ❑ The phrase "total value of the production" is vague and ambiguous. ❑ Without joining the unit, and thereby ratifying the operating agreement, unleased property owners are not W10s. ❑ Hilcorp Alaska's suspense accounts are in keeping with the unit's history. ❑ Unleased owners are credited monthly with a 12.5% Royalty Interest. ❑ Suspense accounts are released and placed into pay status after leasing ❑ Tract factor allocations are based on surface acreage and approved by DNR. 14 ❑ Under the supervision of DNR, the Unit and PA boundaries will be adjusted either by the close of 2016, or upon conclusion of Hilcorp's exploratory drilling program. 9 ❑ At that time, all producing tracts outside of existing PA boundaries will be incorporated into a new or expanded PA. Non -producing acreage will no longer be held by unit production. ❑ The Unit's retroactive adjustment requirement will ensure the correlative rights of all landowners are protected. 0 ❑ Throughout this process all landowners (leased and unleased) will be afforded due process under existing DNR regulations ❑ Hilcorp's suspense accounts are intended — and do - protect the correlative rights of unleased property owners. 15 A. • • Coiombie, Jody J (DOA) From: Roby, David S (DOA) Sent: Monday, June 01, 2015 4:37 PM To: Seamount, Dan T (DOA); Davies, Stephen F (DOA); Foerster, Catherine P (DOA) Cc: Colombie, Jody J (DOA) Subject: FW: co701 - proposed errata v2 FYI Dave Roby (907) 793-1232 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Dave Roby at (907)793-1232 or dave.roby@alaska.gov. From: Smith, Kyle S (DNR) Sent: Monday, June 01, 2015 2:06 PM To: Roby, David S (DOA) Subject: RE: co701 - proposed errata v2 Dave, There will be three DOG representatives available for questions tomorrow - Don Krouskop (geophysicist — RE section), Jim Stouffer (Royalty Accounting section manager), and myself (land manager). Jim is probably best to speak to tract/lease ops/accounting, Don on allocations or methodology, and I'll try to address any non-technical/non accounting issues. Thanks, Kyle From: Roby, David S (DOA) Sent: Tuesday, May 12, 2015 10:11 AM To: Smith, Kyle S (DNR) Subject: RE: co701 - proposed errata v2 Kyle, We decided to hold a hearing on Hilcorp's application to modify CO 701 for the Ninilchik Unit because their proposed changes relative to well spacing and escrow accounts could impact landowners' correlative rights and thus we felt we should do this as a public process. Looking back at the comments that you sent Hilcorp on a draft of their application it appears that there was some issues with how Hilcorp characterized the tract operation process. They revised this section in their final application but this may be an issue that is brought up during the hearing. As such we would appreciate it if you, or someone else from the DNR, could attend the hearing and be prepared to testify on this subject if the need arises. We don't necessarily want you to come and give a formal presentation with prepared testimony, but you're more than welcome to do so if you want, just be prepared to provide clarification on the tract operation/allocation process if necessary. The hearing is scheduled for 9 AM oJune 2"d. Here's a copy of the hearing • notice. http://doa.alaska.gov/ogc/hear/CO-14-029.pdf Thanks, Dave Roby (907) 793-1232 CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Dave Roby at (907)793-1232 or dave.robv@alaska.gov. From: Smith, Kyle S (DNR) Sent: Monday, October 13, 2014 8:30 AM To: David Duffy; Houle, Julie (DNR) Cc: Roby, David S (DOA); Davies, Stephen F (DOA); Kevin Tabler Subject: RE: co701 - proposed errata v2 David, Here are some of our suggested edits and comments. Julie is out for another week, so she may have some thoughts upon her return. Thanks, Kyle From: David Duffy [mailto:dduffy(obhilcorp.com] Sent: Monday, October 06, 2014 12:00 PM To: Smith, Kyle S (DNR); Houle, Julie (DNR) Cc: Roby, David S (DOA); Davies, Stephen F (DOA); Kevin Tabler Subject: FW: co701 - proposed errata v2 Julie & Kyle: Thanks for meeting with me on Friday to discuss Hilcorp's proposed modifications to the recently issued Conservation Order 701. A Word version (tract changes) is attached. AOGCC can't address our proposed changes in the form of an errata (corrected order). Instead, we'll have to pursue a formal modification. I expect we'll submit this modification for the AOGCC's consideration within the next couple weeks. In the meanwhile, if you have any comments or suggestions, I'd appreciate addressing them prior to formal submission. Feel free to CC AOGCC staff — that will keep everybody on the same page. Prior to Hilcorp's final submission, we'd be glad to host a technical meeting (if needed). Thanks, David Duffy, Landman Hilcorp Alaska, LLC Direct: 907-777-8414 Cell: 907-301-2629 dduffy@hilcorp.com A- • Thistimail may contain confidential and / or privileged information and is intended for the recipient(s) only. In the event you receive this message in error, please notify me and delete the message. From: David Duffy Sent: Monday, September 29, 2014 11:41 AM To: Davies, Stephen F (DOA); 'Roby, David S (DOA)'; Jody J. Colombie (jody.colombie@alaska.gov) Cc: Kevin Tabler; Larry Greenstein Subject: co701 - proposed errata v2 Dave, Steve & Jody, As a follow-up to our last meeting, I've attached draft language to reflect Hilcorp's proposed changes Conservation Order 701. Because the rules have only recently been issued, and no actions have been taken, it's my understanding that AOGCC can issue an errata/corrected decision. I'd be glad to follow-up with another meeting to discuss details behind our proposed language and the procedural path forward. Best regards, David Duffy, Landman Hilcorp Alaska, LLC Direct: 907-777-8414 Cell: 907-301-2629 dduffv@hilcorp.com This email may contain confidential and / or privileged information and is intended for the recipient(s) only. In the event you receive this message in error, please notify me and delete the message. Notice of Public Hearing STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION Re: Docket Number: CO -14-029 Beluga/Tyonek Gas Pool, Ninilchik Field Proposed Amendment of Pool Rules Hilcorp Alaska, LLC, by letter dated October 20, 2014, has requested that Conservation Order No. 701, which establishes pool rules governing development of the Beluga/Tyonek Gas Pool, Ninilchik Field, be amended to the well spacing and escrow account requirements. The Alaska Oil and Gas Conservation Commission (AOGCC) has scheduled a public hearing on this application for June 2, 2015 at 9:00 a.m. at 333 West 7th Avenue, Anchorage, Alaska 99501. Written comments regarding this application may be submitted to the AOGCC, at 333 West 7th Avenue, Anchorage, Alaska 99501. Comments must be received no later than the conclusion of the June 2, 2015 hearing. If, because of a disability, special accommodations may be needed to comment or attend the hearing, contact the AOGCC's Special Assistant, Jody Colombie, at 793-1221, no later than May 27, 2015. Cathy P. Foerster Chair, Commissioner • • STATE OF ALASKA ADVERTISING ORDER ADVERTISING ORDER NUMBER AO -15-018 FROM: AGENCY CONTACT: Jody Colombie/Samantha Carlisle Alaska Oil and Gas Conservation Commission DATE OF A.O. AGENCY PHONE: 333 West 7th Avenue 04/24/15 1(907) 793-1223 Anchorage, Alaska 99501 DATES ADVERTISEMENT REQUIRED: COMPANY CONTACT NAME: PHONE NUMBER: Publish 4/27/15 FAX NUMBER: (907)276-7542 TO PUBLISHER: Alaska Dispatch News SPECIAL INSTRUCTIONS: PO Box 149001 Anchorage, Alaska 99514 TYPE OF ADVERTISEMENT: DESCRIPTION PRICE CO -14-029 Initials of who prepared AO: Alaska Non -Taxable 92-600185 $U:BMIT:INVOICE: SHOWING ADVERTISING: ORDER NO;, CE.RTIFIEf1A.FFIDAV.ITOF:::: 101LICATiON:WI.T.H.aGlt ucoe:Y:o�: Ariv> emisMEcvr:Tts:::::::::: ............................ Department of Administration Division of AOGCC 333 West 7th Avenue Anchorage, Alaska 99501 Pae 1 of 1 Total of All Pa es $ REF Type Number Amount Date Comments I PVN ADN84501 2 Ao AO -15-018 3 4 FIN AMOUNT SY CC PGM LGR ACCT FY DIST LIQ 1 15 02140100 73451 15 2 3 4 5 Purchasing Authority Name: Title: asing ut or ty's S' n re Telephone Number DISTRIBUTION; :. Diy►ston: Fiscal/OrigilfaiAO ... .' Copies:..:Publish�r {faxi;d), Di.vjk.6.. F.iscal; Reeeiviiig Form: 02-901 Revised: 4/24/2015 270227 • • 0001363513 $ 164.36 AFFIDAVIT OF PUBLICATION STATE OF ALASKA THIRD JUDICIAL DISTRICT Leesa Little being first duly sworn on oath deposes and says that he/she is a representative of the Alaska Dispatch News, a daily newspaper. That said newspaper has been approved by the Third Judicial Court, Anchorage, Alaska, and it now and has been published in the English language continually as a daily newspaper in Anchorage, Alaska, and it is now and during all said time was printed in an office maintained at the aforesaid place of publication of said newspaper. That the annexed is a copy of an advertisement as it was published in regular issues (and not in supplemental form) of said newspaper on April 27, 2015 and that such newspaper was regularly distributed to its subscribers during all of said period. That the full amount of the fee charged for the foregoing publication is not in excess of the rate charged private individuals. Signed M�� Subscribed and sworn to before me this 27th day of April, 2015 Notary Pu- Vic�in and for The State of Alaska. Third Division Anchorage, Alaska MY COMMISSION EXPIRES 5/x//5 RECEIVED MAY 0 12015 ,AOGCC Notice of Public Hearing STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION Re: Docket Number: CO -14-029 Beluga/Tyonek Gas Pool, NinilChik Field Proposed Amendment of Pool Rules Hilcorp Alaska, LLC, by letter dated October 20, 2014, has requested that Conservation Order No. 701, which establishes pool rules ggoverning development of the Beluga/Tyonek Gas Pool, Ninilchik Field, be amended to the well spacing and escrow account requirements. The Alaska oil and Gas Conservation Commission (AOGCC) has scheduled a public hearing on this application for June 2, 2015 at 9:00 a.m. at 333 West 7th Avenue, Anchorage, Alaska 99501. Written comments regarding this application may be submitted to the AOGCC, at 333 West 7th Avenue, Anchorage, Alaska 99501. Comments must be received no later than the conclusion of the June 2, 2015 hearing. If, because of a disability, special accommodations may be needed to comment or attend the hearing, contact the AOGCC's Special Assistant, Jody Colombie, at 793-1221, no later than May 27, 2015. AO -15-018 Published: April 27, 2015 Cathy P. Foerster Chair, Commissioner Singh, Angela K (DOA) From: Carlisle, Samantha J (DOA) Sent: Friday, April 24, 2015 2:30 PM To: David Duffy (dduffy@hilcorp.com); Ballantine, Tab A (LAW); Bender, Makana K (DOA); Bettis, Patricia K (DOA); Brooks, Phoebe L (DOA); Carlisle, Samantha J (DOA); Colombie, Jody J (DOA); Crisp, John H (DOA); Davies, Stephen F (DOA); Eaton, Loraine E (DOA); Foerster, Catherine P (DOA); Frystacky, Michal (DOA); Grimaldi, Louis R (DOA); Guhl, Meredith D (DOA); Herrera, Matthew F (DOA); Hill, Johnnie W (DOA); Hunt, Jennifer L (DOA); Jones, Jeffery B (DOA); Kair, Michael N (DOA); Loepp, Victoria T (DOA); Mumm, Joseph (DOA sponsored); Noble, Robert C (DOA); Paladijczuk, Tracie L (DOA); Pasqual, Maria (DOA); Regg, James B (DOA); Roby, David S (DOA); Scheve, Charles M (DOA); Schwartz, Guy L (DOA); Seamount, Dan T (DOA); Singh, Angela K (DOA); Wallace, Chris D (DOA); AKDCWeIIIntegrityCoordinator; Alexander Bridge; Allen Huckabay; Andrew Vanderlack; Anna Raff; Barbara F Fullmer, bbritch; bbohrer@ap.org; Bob Shavelson; Brian Havelock; Burdick, John D (DNR); Carrie Wong; Cliff Posey; Colleen Miller; Crandall, Krissell; D Lawrence; Dave Harbour, David Boelens; David House; David McCaleb; David Steingreaber; David Tetta; Davide Simeone; ddonkel@cfl.rr.com; Dean Gallego; Delbridge, Rena E (LAS); Donna Ambruz; Ed Jones; Elowe, Kristin; Evans, John R (LDZX); Frank Molli; Gary Oskolkosf, George Pollock; ghammons; Gordon Pospisil; Greg Duggin; Gregg Nady; gspfoff, Hulme, Rebecca E (DNR); Jacki Rose; Jdarlington Oarlington@gmail.com); Jeanne McPherren; Williams, Jennifer L (LAW); Jerry Hodgden; Jerry McCutcheon; Solnick, Jessica D (LAW); Jim Watt; Jim White; Joe Lastufka; news@radiokenai.com; John Adams; Easton, John R (DNR); Jon Goltz; Juanita Lovett; Judy Stanek; Houle, Julie (DNR); Julie Little; Kari Moriarty; Kazeem Adegbola; Keith Wiles; Kelly Sperback; Gregersen, Laura S (DNR); Leslie Smith; Lisa Parker; Louisiana Cutler; Luke Keller; Marc Kovak; Dalton, Mark (DOT sponsored); Mark Hanley (mark.hanley@anadarko.com); Mark Landt; Mark Wedman; Kremer, Marguerite C (DNR); Mary Cocklan-Vendl; Michael Duncan; Michael Moora; Mike Bill; mike@kbbi.org; Mikel Schultz; MJ Loveland; mjnelson; mkm7200; Morones, Mark P (DNR); Munisteri, Islin W M (DNR); knelson@petroleumnews.com; Nichole Saunders; Nick W. Glover, Nikki Martin; NSK Problem Well Supv; Oliver Sternicki; Patty Alfaro; Paul Craig; Decker, Paul L (DNR); Paul Mazzolini; Pike, Kevin W (DNR); Randall Kanady; Randy L. Skillern; Renan Yanish; Robert Brelsford; Ryan Tunseth; Sara Leverette; Scott Griffith; Shannon Donnelly; Sharmaine Copeland; Sharon Yarawsky; Shellenbaum, Diane P (DNR); Smart Energy Universe; Smith, Kyle S (DNR); Sondra Stewman; Stephanie Klemmer; Moothart, Steve R (DNR); Suzanne Gibson; sheffield@aoga.org; Tania Ramos; Ted Kramer; Davidson, Temple (DNR); Terence Dalton; Teresa Imm; Thor Cutler; Tim Mayers; Todd Durkee; Tony Hopfinger; trmjrl; Tyler Senden; Vicki Irwin; Vinnie Catalano; Walter Featherly; yjrosen@ak.net; Aaron Gluzman; Aaron Sorrell; Ajibola Adeyeye; Alan Dennis; Andrew Cater, Anne Hillman; Bruce Williams; Bruno, Jeff J (DNR); Caroline Bajsarowicz; Casey Sullivan; Diane Richmond; Dickenson, Hak K (DNR); Donna Vukich; Eric Lidji; Erik Opstad; Gary Orr, Smith, Graham O (PCO); Greg Mattson; Heusser, Heather A (DNR); Holly Pearen; Jason Bergerson; jill.a.mcleod@conocophillips.com; Jim Magill; Joe Longo; John Martineck; Josh Kindred; Kenneth Luckey, King, Kathleen J (DNR); Laney Vazquez; Lois Epstein; Longan, Sara W (DNR); Marc Kuck, Marcia Hobson; Steele, Marie C (DNR); Matt Armstrong; Matt Gill; Franger, James M (DNR); Morgan, Kirk A (DNR); Pat Galvin; Peter Contreras; Richard Garrard; Robert Province; Ryan Daniel; Sandra Lemke; Pexton, Scott R (DNR); Peterson, Shaun (DNR); Pollard, Susan R (LAW); Talib Syed; Terence Dalton; Todd, Richard J (LAW); Tostevin, Breck C (LAW); Wayne Wooster, William Hutto; William Van Dyke Subject: Public Hearing Notice (Ninilchik Field) • • Attachments: Notice of Public Hearing, CO-14-029.pdf Please see attached. Samantha Carlisle Executive Secretary I1 Alaska Oil and Gas Conservation Commission 333 West 7th Avenue Anchorage, AK 99501 (907) 793-1223 (phone) (907) 276-7542 (fax) CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, contains information from the Alaska Oil and Gas Conservation Commission (AOGCC), State of Alaska and is for the sole use of the intended recipient(s). It may contain confidential and/or privileged information. The unauthorized review, use or disclosure of such information may violate state or federal law. If you are an unintended recipient of this e-mail, please delete it, without first saving or forwarding it, and, so that the AOGCC is aware of the mistake in sending it to you, contact Samantha Carlisle at (907) 793-1223 or Samantha.Carlisle@alaska.goN James Gibbs Jack Hakkila Bernie Karl P.O. Box 1597 P.O. Box 190083 K&K Recycling Inc. Soldotna, AK 99669 Anchorage, AK 99519 P.O. Box 58055 Fairbanks, AK 99711 Gordon Severson Penny Vadla George Vaught, Jr. 3201 Westmar Cir. 399 W. Riverview Ave. P.O. Box 13557 Anchorage, AK 99508-4336 Soldotna, AK 99669-7714 Denver, CO 80201-3557 David W. Duffy Richard Wagner Darwin Waldsmith Landman P.O. Box 60868 P.O. Box 39309 Hilcorp Alaska, LLC Fairbanks, AK 99706 Ninilchik, AK 99639 P.O. Box 244027 Anchorage, AK 99524-4027 2c,ls Angela K. Singh Hilcorp Alaska, LLC October 20, 2014 Cathy Foerster, Chair RECEIVED Alaska Oil and Gas Conservation Commission 0 C T 2 1 2014 333 West 7 Avenue, Suite 100 Anchorage, Alaska 99501 AOGCC Post Office Box 244027 Anchorage, AK 99524-4027 3800 Centerpoint Drive Suite 100 Anchorage, AK 99503 David Duffy Phone: 907/777-8414 Fax: 907/777-8301 dduffy@hilcorp.com RE: Proposal to Modify Conservation Order 701, Ninilchik Unit/Field Pool Rules Dear Commissioner Foerster, On June 11, 2004, Hilcorp Alaska, LLC ("Hilcorp"), as Operator of the Ninilchik Field, requested an order from the Alaska Oil and Gas Conservation Commission ("AOGCC") to establish rules governing the operation and development of the Ninilchik Unit Beluga/Tyonek Gas Pool (`B/TGP"). A public hearing on the matter commenced on July 22, 2014. At the hearing AOGCC received testimony from both Hilcorp and the Department of Natural Resources Division of Oil and Gas ("DOG"). On September 18, 2014, the AOGCC issued Conservation Order No. 701 ("CO 701"). On September 24, Hilcorp met with AOGCC staff representatives to review several concerns regarding the new order. On September 29, Hilcorp provided AOGCC with a draft copy of Hilcorp's proposed modifications. On October 3, 2014, Hilcorp met with DOG to review and discuss Hilcorp's proposed modifications to CO 701. On October 13, DOG provided written comments to Hilcorp and AOGCC. As a result of this collaborative process, Hilcorp hereby requests AOGCC take administrative action under Rule 6 to adopt the proposed changes to Conservation Order 701 attached hereto. If useful, Hilcorp would be pleased to schedule a technical meeting with AOGCC staff to provide additional information in support of this proposal. Sincerely, David W. Duffy, Landman Hilcorp Alaska, LLC Enclosure: Redline version of CO 701 CC: DOG • • PROPOSED MODIFICATION October 20, 2014 STATE OF ALASKA ALASKA OIL AND GAS CONSERVATION COMMISSION 333 West 7th Avenue, Suite 100 Anchorage Alaska 99501 Re: THE APPLICATION OF Hilcorp Alaska, LLC for an order for the classification of a new gas pool and to prescribe pool rules for development of the Ninilchik Beluga/Tyonek Gas Pool, Ninilchik Unit, onshore and offshore Kenai Peninsula Borough, Alaska Docket Number: CO -14-018 Conservation Order No. 701 Ninilchik Unit Ninilchik Field Beluga/Tyonek Gas Pool Kenai Peninsula Borough, Alaska September 18, 2014 IT APPEARING THAT: 1. By application dated June 11, 2014, Hilcorp Alaska LLC (Hilcorp), in its capacity as operator of the Ninilchik Unit, requested an order defining a new gas pool, the Ninilchik Unit Beluga/Tyonek Gas Pool (B/TGP), within the Ninilchik Unit (NU) and prescribing rules governing the development and operation of the pool. 2. Pursuant to 20 AAAC 25.540, the Alaska Oil and Gas Conservation Commission (AOGCC) tentatively scheduled a public hearing for July 22, 2014. On June 16, 2014, the AOGCC published notice of the opportunity for that hearing on the State of Alaska's Online Public Notice website and on the AOGCC's website, electronically transmitted the notice to all persons on the AOGCC's email distribution list, and mailed printed copies of the notice to all persons on the AOGCC's mailing distribution list. On June 17, 2014, the AOGCC published the notice in the Anchorage Daily News. 3. AOGCC received requests to hold the public hearing from the State of Alaska Department of Natural Resources, Division of Oil & Gas of the (DOG) and the legal representative for a private landowner. 4. The hearing commenced at 9:OOAM on July 22, 2014, in the AOGCC's offices located at 333 West 7th Avenue, Anchorage, Alaska. 5. Testimony was received from representatives of the DOG and Hilcorp. 6. The record was closed at the end of the hearing. FINDINGS: 1. Operator: Hilcorp is the operator of the NU. 2. Affected Area: The Affected Area is coincident with the current NU boundaries and lies onshore and offshore along the eastern shore of Cook Inlet from slightly north of the town of Clam Gulch in the north to slightly north of the town of Ninilchik in the South. Development activities occur from several onshore drilling pads using wells having bottomhole locations both onshore and offshore. There are three Participating Areas (PA) currently defined in the NU. From north to south these are: Falls Creek PA, Grassim 0 • PROPOSED MODIFICATION Conservation Order 701 September 14 gni n Page 2 of 8 Oskolkoff PA, and Susan Dionne/Paxton PA. The Grassim Oskolkoff PA lies entirely offshore while the other two PAs lie on and offshore. 3. Landowners: The NU comprises lands owned by the State of Alaska, the University of Alaska, the Federal Government, Cook Inlet Region, Inc. (CIRI), and patented fee lands. Not all lands within the boundary of the NU have been leased or otherwise committed to the unit. Hilcorp is responsible for maintaining current Ninilchik Unit and Participating Area (PA) exhibits. The exhibits are furnished to DNR as addenda to the unit agreement for inclusion in the public records. These exhibits describe the land ownership status, including acreage ownership interests and legal descriptions, of each tract. Tracts that have not been leased or otherwise committed to the unit are designated in the unit and PA exhibits as "Uncommitted." 4. Owner: Hilcorp is 100% working interest owner of all lands committed to the NU. 5. Exploration and Delineation History Chevron USA drilled the Falls Creek Unit No. 1 discovery well with a surface location on Section 6, Township 1 North, Range, 12 West, Seward Meridian (SM) and a bottomhole location on Section 1, Township 1 North, Range 13 West, SM during 1961. Numerous additional exploratory and delineation wells were drilled before regular production commenced from the NU in 2003. The NU was formed on October 1, 2001, and was expanded on June 30, 2003, to encompass the Falls Creek Unit, formerly administered by the federal government, and to create three initial participating areas, Falls Creek PA, Grassim Oskolkoff PA, and Susan Dionne PA. On December 28, 2007, the Susan Dionne PA was expanded and renamed the Susan Dionne/Paxton PA. 6. Previous AOGCC Orders: AOGCC has issued 29 separate conservation orders for NU. All but one of these were related to spacing exceptions covering 22 unique wells. 7. Pool Identification: The proposed Ninilchik Unit Beluga/Tyonek Gas Pool comprises the gas -bearing intervals common to, and correlating with, the interval between the measured depths (MD) of 1,480 feet in the Paxton #5 well, and 9,600 feet in the Paxton #1 well. Two wells are needed to define the pool due to the lack of well logs over a portion of the pool within the Paxton # 1 well. 8. Geolo2y: a. Stratigraphy: Within the Ninilchik Unit, Oligocene- to Miocene -aged, non -marine reservoir sandstones comprise the proposed Ninilchik Unit Beluga/Tyonek Gas Pool. These reservoir sandstones are assigned to the Beluga Formation (Beluga) and Tyonek Formation (Tyonek), in descending stratigraphic order. Reservoir sandstones within these two formations are lenticular in cross-section and laterally discontinuous, the result of deposition in river and stream channels within fluvial or alluvial environments. Within the proposed development area, the combined Beluga-Tyonek interval is approximately 8,000 feet thick. b. Structure: Within the development area, the northeast -trending Ninilchik Anticline measures about 16 miles long and 4 miles wide and is bounded on the west by a high- 0 • PROPOSED MODIFICATION Conservation Order 701 September 18, 2014 Page 3 of 8 angle reverse fault. Natural gas has accumulated in three separate areas along the crest of this anticline. These areas are named, from southwest to northeast, Paxton -Dionne, Grassim Oskolkoff, and Falls Creek-Bartolowits, and they are separated from one another by structural saddles or faults. c. Trap Configuration and Seals: Well log and seismic information indicate that the gas accumulations within the Beluga and Tyonek reservoir sandstones are trapped by both structural and stratigraphic elements. These reservoir sandstones are encapsulated in, and separated by, mudstone and siltstone. d. Reservoir Size: Hilcorp's analysis of analogue depositional systems suggests the mean channel width of the Beluga-Tyonek fluvial system is approximately 500 feet, with fewer than 15 percent of the channels exceeding 3,000 feet in width.' e. Reservoir Compartmentalization: Hilcorp's analysis of production and well test data suggests approximately 150 acres is the average drainage area for individual gas accumulations within the Beluga and Tyonek. 9. Reservoir Fluid Properties: Gas -sample laboratory analysis reports and formation -gas composition measurements recorded while drilling3 indicate that Beluga and Tyonek reservoirs within the Ninilchik Unit contain only dry natural gas that consists almost entirely of methane. 10. Well Spacing Waiver Request: Hilcorp requests no gas well spacing restrictions within the affected area, except that no well may be drilled within 1,500 feet of the external boundary of the affected area unless the owner and landowner are the same on both sides of the boundary. CONCLUSIONS: 1. Pool Rules for the development of the Ninilchik Unit Beluga/Tyonek Gas Pool within the Ninilchik Unit are appropriate. 2. The Beluga and Tyonek Formations contain discontinuous sandstone lenses that were deposited in braided to meandering rivers and streams and thus there is little lateral continuity between individual sandstone reservoirs within the proposed pool. Due to the presence of uncommitted tracts within the bounds of the NU, the correlative rights of the landowners of the uncommitted tracts are potentially in eepa.a., must be protected. .srts!�e!z�:�=e!�:�:�.i rr.�ee:re!azzseerzr�sr:!'�:�. • ' Prior to this Order, statewide spacing requirements set down in 20 AAC 25.055 governed development within the Ninilchik Unit. 20 AAC 25.055(a)(4) specifies not more than one well may be drilled to and completed in [a] pool on any governmental section, and a well may not be drilled or completed closer than 3,000' to any well drilling to or capable of producing from the same pool. 2 Laboratory analysis reports of gas samples examined: Corea Creek Fed 1 and G Oskolkoff 1. 3 Mud log prints and data examined: Corea Creek Fed 1, Falls Creek 1RD, Falls Creek 3, Falls Creek 4, G Oskolkoff 1, G Oskolkoff 2, G Oskolkoff 5, G Oskolkoff 7, Ninilchik 1, Paxton 1, Paxton 2, Pearl 1, S Dionne 2, and S Dionne 6. • • PROPOSED MODIFICATION Conservation Order 701 September zi vzgnzT Page 4 of 8 1, time as the +Y.,,,+ , be mit4e to unit o other- Y,t ., be Y ehe 7 JUVii L1111V uJ LiiV UUVL V(Aii VV VVI o �� o v between the epefater- and the landowne . The Ninilchik Unit Agreement requires the allocation of production according to 11 AAC 83.371 and any successor regulation. Hilcorp is responsible for the submission of unit and PA allocation plans to the DOG for review and approval. Each tract, including uncommitted tracts, within a defined PA has a tract allocation value approved by DOG. This allocation value is expressed as a "Tract Participation Factor" in each Ninilchik Unit PA exhibit. The Tract Participation Factor is calculated by dividing each PA tract's surface acreage by the total surface acreage of the PA. This methodology provides an equitable basis for the allocation of production to all landowners within the PA. Unit tracts outside of a defined PA do not have allocation values assigned by DOG until the tracts are brought into a PA. However, prior to establishment of a new PA, or an expansion of an existing PA, production from individual wells (usually exploratory) must be accounted for. Such operations are referenced as "Tract Operations." Tract Operations allocate production proportionately to all tracts located within the drainage area of a particular well on a surface acreage basis. This methodology provides an equitable basis for the allocation of well -specific production to all affected landowners until such time as a new PA is created or an existing PA is expanded. Tract Operations are necessary to promote the continued exploration of the unit prior to the establishment of new PAs or expansion of existing PAs. iWMMZMAMM- Mj 7-.6.The correlative rights of landowners of all uncommitted tracts within the Ninilchik Unit will be protected by requiringthe he operator to hold revenue attributable to production from an uncommitted tract in a suspense account until such time as the tract can be leased or otherwise committed to the unit or some other ajareement is reached between the operator and the landowner. NOW THEREFORE IT IS ORDERED: • • PROPOSED MODIFICATION Conservation Order 701 Septembef 18, 2014 Page 5 of 8 The development and operation of the Ninilchik Unit Beluga/Tyonek Gas Pool is subject to the following rules and the statewide requirements under 20 AAC 25 to the extent not superseded by these rules: Affected Area: Seward Meridian Township & Ran a Sections 'Portion (s) 2 North, 12 West 19-21 & 28-33 All 2 North, 13 West 36 S-1/2 1 North, 12 West 5 NW -1/4 6 All 7 NW -1/4 1 North, 13 West 1 & 2 All 3 SE -1/4 10-12 All 14 All except that portion lying above the line of mean high tide within the SE -1 /4 15 All 16 NE -1/4 & SE -1/2 20 NE -1/4 & SE -1/2 21 & 22 All 23 W-1/2, and that portion of the NW -1/4 NE - 1/4 lying below the line of mean high tide 27-29 All 30 NE -1/4 & SE -1/2 31-33 All 34 1/2 1 North, 14 West 36 -W- SE -1/4 1 South, 14 West 1-2 & 11-14 All 15 SE -1/4 1 South, 13 West 4 W-1/2 NW -1/4 & W-1/2 SW -1/4 5-8 All 1 South, 13 West 9 W-1/2 NW -1/4 18 N-1/2 NW -1/4 NE -1/4, N-1/2 NW -1/4, SW - 1/4 NW -1/4, NW -1/4 SE -1/4 NW -1/4, and NW -1/4 SW -1/4 • • PROPOSED MODIFICATION Conservation Order 701 September 14 gni n Page 6 of 8 Rule 1 Field and Pool Name The field is the Ninilchik Field. Hydrocarbons underlying the Affected Area and within the interval identified in Rule 2, below, constitute the gas pool named the Ninilchik Beluga/Tyonek Gas Pool. Rule 2 Pool definition The Ninilchik Beluga/Tyonek Gas Pool comprises the gas -bearing intervals common to and correlating with the interval between the measured depths of 1,480 feet in the Paxton 45 well and 9.600 feet in the Paxton # 1 well. Rule 3 Well SDacino There shall be no gas well spacing restrictions within the Affected Area, except: A) No gas well shall be drilled or completed less than 1,500 feet from the exterior boundary of the Affected Area unless the owner and landowner is the same on both sides of the line. B) No gas well shall be d produced less than 1,500 feet from an uncommitted tract within the Ninilchik Unit . unless the welll—a-Rd the ,sneamumltted t f HVt both 11V within the same D 1«t1V1/Gtlg A 1ea. T4ir... until the operator shall establishes and maintains an interest'1lterest'1eer��^ a suspense account for each uncommitted tract. The amount of funds to be deposited monthly into each uncommitted tract's suspense account shall be calculated utilizing: 1 the operator's reported monthly production volumes; 2) the DNR's approved PA or Tract Operation allocation value for the affected tract(s); and 3) the royalty and value computation obligations otherwise due to the State of Alaska under its current Competitive Oil and Gas Lease Form (#DOG 201308, Sections 35 through 37). the .,,.,.eu t e„el, month :� ti,e total value of the p e,l„etie elleeetea t the t t Rule -54 Reporting Requirements 0 ME Within 60 days of the effective date of this order the operator shall provide the AOGCC copy oof the current Unit and Particiapting Area Exhibits. The operator shall also provide to AOGCC evidence that a suspense account has been established for every uncommitted producingtract ract within the Ninilchik Unit. Within 60 days of the effective date of this order the operator shall provide the AOGCC copy oof the current Unit and Particiapting Area Exhibits. The operator shall also provide to AOGCC evidence that a suspense account has been established for every uncommitted producingtract ract within the Ninilchik Unit. • • PROPOSED MODIFICATION Conservation Order 701 Septe,, be f 1 o gni n Page 7 of 8 The operator shall notify the AOGCC within 30 days whenever the status of any uncommitted tract changes. Rule 565 Administrative Action Upon proper application, or its own motion, and unless notice and public hearing are otherwise required, the AOGCC may administratively waive the requirements of any rule stated herein or administratively amend this order as long as the change does not promote waste or jeopardize correlative rights, is based on sound engineering and geosciences principles, and will not result in an increased risk of fluid movement into freshwater. 0 0 PROPOSED MODIFICATION Conservation Order 701 September 18, 2014 Page 8 of 8 This order shall expire 5 years after the effective date shown below DONE at Anchorage, Alaska and dated September 18, 2014. Cathy P. Foerster Daniel T. Seamount, Jr. Chair, Commissioner Commissioner RECONSIDERATION AND APPEAL NOTICE As provided in AS 31.05.080(a), within 20 days after written notice of the entry of this order or decision, or such further time as the AOGCC grants for good cause shown, a person affected by it may file with the AOGCC an application for reconsideration of the matter determined by it. If the notice was mailed, then the period of time shall be 23 days. An application for reconsideration must set out the respect in which the order or decision is believed to be erroneous. The AOGCC shall grant or refuse the application for reconsideration in whole or in part within 10 days after it is filed. Failure to act on it within 10 -days is a denial of reconsideration. If the AOGCC denies reconsideration, upon denial, this order or decision and the denial of reconsideration are FINAL and may be appealed to superior court. The appeal MUST be filed within 33 days after the date on which the AOGCC mails, OR 30 days if the AOGCC otherwise distributes, the order or decision denying reconsideration, UNLESS the denial is by inaction, in which case the appeal MUST be filed within 40 days after the date on which the application for reconsideration was filed. If the AOGCC grants an application for reconsideration, this order or decision does not become final. Rather, the order or decision on reconsideration will be the FINAL order or decision of the AOGCC, and it may be appealed to superior court. That appeal MUST be filed within 33 days after the date on which the AOGCC mails, OR 30 days if the AOGCC otherwise distributes, the order or decision on reconsideration. In computing a period of time above, the date of the event or default after which the designated period begins to run is not included in the period; the last day of the period is included, unless it falls on a weekend or state holiday, in which event the period runs until 5:00 p.m. on the next day that does not fall on a weekend or state holiday.
