HomeMy WebLinkAbout20200457.tiffJanuary 14, 2020
Board of County Commissioners
Weld County, Colorado
P.O. Box 758
Greeley, Colorado 80632
Attn: County Commissioners
RECEIVED
JAN 2 3 2020
WELD COUNTY
COMMISSIONERS
Re: Request for Consent to Assignment
Weld County Oil and Gas Lease
Dear County Commissioners:
Please accept this letter and its attachments as a request for consent to assign the following Weld County Oil
and Gas Lease as required by paragraph 9 of the Lease:
1. Weld County Oil and Gas Lease dated January 17, 2018 recorded at Reception No. 4370659,
covering approximately 230 net mineral acres located in Section 30, T. 8 N., R. 59 W.;
DPOC, LLC assigned to Bison Oil & Gas II, LLC all of its right, title and interest in and to the Leases
pursuant to the Assignment, Conveyance and Bill of Sale attached as Exhibit A.
Enclosed is a check for $100.00 to cover the assignment fee of $100.00 per Lease.
Please execute this letter in the space provided below to indicate Weld County's written consent to assign
the Leases, and return the executed original in the enclosed postage -paid envelope. Thank you for your service.
Sincerely,
By: Jamison McIlvain, EVP of Business Development
The Board of County Commissioners of tkc.county of eld approves and consents to the assignment of Oil
and Leases, as defined above, on this( ° day of 2(x,20.
By:
Name:
Title:
Mike Freeman
BOCC Chair
Cohn Aekck.
- 3 -
%JPOG, LLC_
2020-0457
L- EOO x-13
DPOC, LLC
1400 16TH ST., SUITE 300
DENVER, CO 80202
Page 1 of 1
VENDOR No.\NAME
CHECK DATE
CHECK NUMBER
AMOUNT
Weld County Government
Jan 16, 2020
2207
$100.00
Reference
Inv Date
Invoice No. Invoice Amt
DPOC0309AF 01/14/20 DP000309AF
100.00
Prior Pmt Discount Amount Paid
0.00
0.00
100.00
psS;��mev��
L Lo aaa
PAYEE: DETACH THIS STATEMENT BEFORE DEPOSITING
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Total Pages: 25 Rec Fee: $133.00
Carly Koppes - Clerk and Recorder, Weld County, CO
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment") dated
effective as of December 1, 2019 at 12:01 a.m. local time where the Assets (as defined below) are
located (the "Effective Time"), is from DPOC, LLC and Mallard Exploration, LLC, each a
Delaware limited liability company with an address of 1400 Sixteenth Street, Suite 300, Denver,
Colorado 80202 (collectively, "Assignor"), to Bison Oil & Gas II, LLC, a Colorado limited
liability company ("Assignee"), whose address is 518 17th Street, Suite 1800, Denver, Colorado
80202. Assignor and Assignee are at times referred to herein individually as a "Party" and
collectively as the "Parties." Capitalized terms used herein but not otherwise defined shall have
the meanings given such terms in the Asset Exchange Agreement by and among Assignor,
Assignee, and Mallard Exploration, LLC, dated November 19, 2019 (the "Exchange
Agreement").
ARTICLE 1
ASSIGNMENT OF ASSETS
1.01 Assignment of Assets. For and in consideration of good and valuable
consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does,
subject to the exceptions and reservations set forth in this Assignment, hereby grant, bargain, sell,
convey, transfer, assign, set over and deliver to Assignee the following (but reserving, excepting
and excluding, in all such instances, the Excluded Assets described in Section 1.03 of this
Assignment) (collectively, the "Assets"):
(a) all of Assignor's right, title and interest in and to the leasehold estates created by
the oil and gas leases described in Exhibit A hereto, and any extensions, renewals, ratifications,
and amendments thereto, carried interests, reversionary interests, forced pooled interests, operating
rights, contractual rights, beneficial interests, and other similar rights and interests (subject to the
following limitation, the "Leases"), insofar and only insofar as such leases cover and relate to the
lands described on Exhibit A (the "Lands");
(b) to the extent transferable, all of Assignor's rights in, to and under all unitization,
pooling and communitization agreements, declarations, orders, and the units created thereby
insofar as the same relate to the Leases and to the production of all oil, gas and other hydrocarbons
(the "Hydrocarbons"), if any, attributable or allocated to the Leases and Lands;
(c) all surface leases, permits, rights -of -way, easements and other surface rights
agreements described in Exhibit C insofar and only insofar as the same are used in connection with
the exploration, drilling, production, gathering, treatment, processing, storing, sale or disposal of
Hydrocarbons or produced water from the Leases (the "Surface Rights");
(d) The contracts and agreements described on Exhibit D, insofar and only insofar as
such contracts and agreements relate to the properties and interests described in clauses (a) through
(c) above; and
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Page 2 of 25
(e) To the extent transferable and in Assignor's possession, all of Assignor's land
records, lease records, contract files, title records (including abstracts of title, title opinions and
memoranda, title curative documents, broker run sheets and landowner contact information) and
other records relating to the items described in clauses (a) through (d) above but excluding any
seismic, geological, geophysical and interpretative data or information and any information
covered by the attorney -client or attorney work -product privilege (other than title opinions and
title memoranda) or confidentiality restrictions that prevent their disclosure to Assignee (the
"Records").
TO HAVE AND TO HOLD the Assets, together with all the rights, privileges, and appurtenances
thereto, unto the Assignee and its successors and assigns forever, subject to the exceptions,
reservations, covenants, terms and conditions set forth herein.
1.02 Retained Rights and Obligations. The execution and delivery of this Assignment
by Assignor, and the execution and acceptance of this Assignment by Assignee, shall not operate
to release or impair any surviving rights or obligations of Assignor or Assignee under the Exchange
Agreement.
1.03 Excluded Assets. Notwithstanding anything to the contrary in this Assignment,
Assignor hereby RESERVES, EXCEPTS AND RETAINS the Excluded Assets, all of which are
excluded from the Assets conveyed hereunder, and Assignee shall have no interest in, to or under
any Excluded Assets. As used herein, the term "Excluded Assets" means:
(a) all interests in the leases described in Exhibit A and the lands covered thereby other
than the specific interests described in Sections 1.01(a) and 1.01(b);
(b) any Lease excluded from the Assets and retained by Assignor under Section 3.4(g),
Section 3.9 or Section 3.10 of the Exchange Agreement;
(c) all royalty interests and overriding royalty interests (including any such interests in
the leases described in Exhibit A and the lands covered thereby), including without limitation, the
Retained Overriding Royalty interest, described herein, which shall burden the Assets, and the
Parties agree that such excepted and retained royalty and overriding royalty interests have not
merged with Assignor's Working Interest in the Leases and constitute separate and distinct
interests;
(d) all (i) wellbores of the wells described in Exhibit B and all other wells located on
the Leases and Lands (the "Excluded Wells"), and all associated production facilities, tanks,
personal property, equipment, fixtures and improvements, used in connection with the Excluded
Wells or to produce, gather, treat, process, store or sell Hydrocarbons produced from the Excluded
Wells, or any operations related thereto, and (B) interests in the leasehold estates created by the
Leases that give rise to Assignor's interest in the Spacing Units for the wellbores of the Excluded
Wells, and the rights described in Section 1.01(b), insofar and only insofar as such interests and
rights entitle the owner thereof to Hydrocarbons produced from the intervals currently open to
production in the Excluded Wells and to conduct and participate in operations with respect to the
Excluded Wells; provided, however, such retained and excluded interests and rights shall not
include any right to, and Assignor shall not deepen or perforate any intervals not currently open to
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Page 3 of 25
production, sidetrack, or drill any horizontal lateral from the existing wellbores of the Excluded
Wells (the "Excluded Wellbore Rights");
(e) all contracts for the purchase of water for drilling and completion operations; for
the disposal of produced water; for the gathering, transportation, treating, processing, or marketing
of Hydrocarbons produced from the Leases; and for the purchase and sale of such Hydrocarbons,
as described in Schedule 5.15 to the Exchange Agreement;
(f) all rights, claims, and causes of action (including warranty and similar claims,
indemnity claims and defenses) whether arising before, on or after the Effective Time to the extent
such rights, claims and causes of action relate to the Excluded Wells and Excluded Wellbore
Rights;
(g) all Surface Rights insofar and only insofar as the same are used in connection with,
or are necessary or convenient for, the continued ownership, use, operation and access of and to
the Excluded Assets, including the Excluded Wells and Excluded Wellbore Rights;
(h) all Records used in connection with, or necessary or convenient for, the continued
ownership, use, operation and access of and to the Excluded Assets, including the Excluded Wells
and Excluded Wellbore Rights; and
(i) an overriding royalty interest in each tract covered by each Lease, equal to the
positive difference, if any, between Twenty percent (20%) and Existing Burdens on each Lease,
insofar as it covers the corresponding tract, as of the Effective Time, in all of the Hydrocarbons
produced and saved under the terms of the Lease (the "Retained Overriding Royalty"); subject
to the following terms and conditions:
A. if Assignor owns less than 100% of the leasehold estate created by a Lease,
in a tract covered by the Lease, or if the Lease covers less than the full fee oil and gas
mineral estate, in a tract covered by the Lease, then the Retained Overriding Royalty shall
be reduced proportionately with respect to Assignor's interest in such Lease in such tract
or the partial fee oil and gas mineral interest covered by the Lease with respect to such
tract;
B. the Retained Overriding Royalty shall be free and clear of all costs and
expenses of producing, gathering, storing, separating, treating, dehydrating, compressing,
processing, transporting, marketing and otherwise making oil, gas, casinghead gas, and
other products ready for sale or use, but shall be subject to taxes applicable to said interest
and the production therefrom; and
C. "Existing Burdens" means all existing, non -cost bearing burdens in effect
as of the Effective Time affecting a Lease including the landowner's or lessor's royalty,
overriding royalties, net profits interests, production payments, and any other charges or
existing non -cost bearing burdens of a similar nature applicable thereto, but excluding the
Retained Overriding Royalty.
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ARTICLE 2
SPECIAL WARRANTY AND DISCLAIMERS
2.01 Special Warranty of Title. Assignor hereby warrants and agrees to defend
Assignee against every person whomsoever lawfully claiming or to claim an interest in any Lease
included in the Assets by, through or under Assignor, which claim, if successful, would constitute
a Title Defect that causes such Assignor not to have Defensible Title to such Lease.
2.02 Subrogation. Assignor hereby assigns to Assignee all rights, claims and causes of
action under title warranties given or made by Assignor's predecessors in interest with respect to
the Assets, and Assignee is specifically subrogated to all rights which Assignor may have against
such predecessors in interest with respect to the Assets, to the extent that Assignor may legally
transfer such rights and grant such subrogation.
2.03 Disclaimers. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED
BY APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES
CONTAINED IN THIS SECTION 2.03 ARE "CONSPICUOUS" DISCLAIMERS FOR
THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF THE PARTIES CONTAINED IN THE
EXCHANGE AGREEMENT, AND THE TITLE WARRANTY IN THIS ASSIGNMENT,
ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND
WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ASSIGNOR
EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND
WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING AND EXCEPT FOR
ASSIGNOR'S WARRANTIES, THE ASSETS ARE BEING CONVEYED PURSUANT
HERETO WITHOUT (A) ANY WARRANTY OR REPRESENTATION, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO (I) TITLE TO
THE ASSETS, THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF
MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR
ANY PURPOSE, (II) THE ACCURACY OR COMPLETENESS OF ANY DATA,
REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW,
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO
ASSIGNEE IN CONNECTION WITH THE EXCHANGE AGREEMENT, (III) PRICING
ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF
ANY) ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OR POTENTIAL OF THE
ASSETS TO PRODUCE HYDROCARBONS, (IV) THE ENVIRONMENTAL
CONDITION OF THE ASSETS, BOTH SURFACE AND SUBSURFACE, (V) ANY
IMPLIED OR EXPRESS WARRANTY OF NON -INFRINGEMENT, OR (VI) ANY
OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE
AVAILABLE TO ASSIGNEE BY ASSIGNOR, OR (B) ANY OTHER EXPRESS,
IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION
WHATSOEVER. ASSIGNEE HAS INSPECTED, OR WAIVED (AND SHALL BE
DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE ASSETS FOR ALL
PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING
BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE
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PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID
WASTES, ASBESTOS AND OTHER MAN MADE FIBERS, OR NORM. ASSIGNEE IS
RELYING SOLELY UPON THE TERMS OF THE EXCHANGE AGREEMENT AND ITS
OWN INSPECTION OF THE ASSETS TO BE ASSIGNED TO IT, AND SHALL ACCEPT
ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION.
ARTICLE 3
MISCELLANEOUS
3.01 Assignment Subject to Exchange Agreement. This Assignment is executed and
delivered pursuant to the terms of Exchange Agreement and is specifically made subject to the
terms, conditions, and covenants contained therein, a copy of which can be obtained from the
Assignee at the above referenced address. The terms and conditions of the Exchange Agreement
are incorporated herein by reference, and in the event of a conflict between the provisions of the
Exchange Agreement and this Assignment, the provisions of the Exchange Agreement shall
control. The Assignee, subject in each case to the terms of the Exchange Agreement, assumes and
agrees to fulfill, perform pay and discharge (or cause to be fulfilled, performed paid or discharged)
all of the Bison Assumed Liabilities. The provisions of the Exchange Agreement, and any other
agreements, certificates or instruments executed or delivered in connection therewith, shall not be
deemed to have merged into this Assignment and shall survive the execution and delivery of this
Assignment according to their terms.
3.02 Governing Law. This Assignment shall be construed in accordance with, and
governed by, the laws of the state of Colorado, without regard to its conflicts of laws rules. EACH
OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS ASSIGNMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY RELATED TO THIS ASSIGNMENT. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS ASSIGNMENT.
3.03 Further Assurances. Assignor and Assignee agree that, from time to time, each of
them will execute, acknowledge and deliver all such further instruments of conveyance and
transfer and take such other actions as may reasonably requested by the other Party for carrying
out the purposes of the transactions contemplated by this Assignment.
3.04 Successors and Assigns. This Assignment shall be binding upon, and shall inure
to the benefit of, the Parties and their respective successors and assigns, and the terms, covenants
and conditions of this Assignment are covenants running with the land and with each subsequent
transfer or assignment of the Assets or any part thereof, and in the event that Assignee conveys all
or a part of the Assets, Assignee shall remain liable to Assignor for Assignee's indemnification
obligations hereunder and under the Exchange Agreement notwithstanding any such assignment.
3.05 Governmental Authority Forms of Assignment. Separate assignments of the
Leases may be executed on officially approved forms by Assignor to Assignee in sufficient
counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall
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Page 6 of 25
be deemed to contain all of the exceptions, reservations, rights, titles, powers and privileges,
covenants and warranties set forth herein as fully as though they were set forth in each such
assignment. The interests conveyed by such separate assignments are the same, and not in addition
to, the interests conveyed herein.
3.06 Exhibits. Reference is made to the Exhibits attached hereto and made a part hereof
for all purposes. References in such Exhibits to instruments on file in the public records are made
for all purposes.
3.07 Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be deemed an original instrument, but all of which together shall constitute but
one and the same instrument. To facilitate recordation or filing of this Assignment, each
counterpart filed with a county or state agency or office may contain only those portions of the
Exhibits to this Assignment that describe property under the jurisdiction of that agency or office.
Complete copies of this Assignment containing the entire Exhibits have been retained by Assignor
and Assignee.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Assignment is executed as of the dates of the acknowledgments
below but shall be effective for all purposes as of the Effective Time.
ASSIGNOR:
DPOC, LLC
o�y,L
By: Ar+
Name: Jamison McIlvain
Title: EVP of Business Developme t
Mallard Exploration, LLC
By: _ � /a
Name: Jamison McIlvain
Title: EVP of Business Development
State of Colorado
City and County of Denver
ACKNOWLEDGEMENT
}
}
}
The foregoing instrument was acknowledged before me on this 13th day of January, 2020,
by Jamison McIlvain as EVP of Business Development of DPOC, LLC, a Delaware limited
liability company, and as EVP of Business Development of Mallard Exploration, LLC, a Delaware
limited liability company, on behalf of each respective company.
MADISON MAMAGHANI
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20174036078
COMMISSION EXPIRES AUG. 28, 2021
otary P lic
Printed Name: Ma4ISO,► Akot a ytan
My commission expires: *tip I
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ASSIGNEE:
BISON OIL AND GAS II, LLC
By:
Robert Pierini
Vice President
State of Colorado
City and County of Denver
ACKNOWLEDGEMENT
}
}
}
The foregoing instrument was acknowledged before me on this 13th day of January, 2020,
by Robert Pierini as Vice President of Bison Oil and Gas II, a Colorado limited liability company,
on behalf of the company.
Notary Public
Printed Name: n i W.e,.,k-.
My commission expires: VA WColel$ ,2O2.O
ABIGAIL WENK
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20164009689
MY COMMISSION EXPIRES MARCH 8, 2020
Exhibit A
Leases and Lands
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Exhibit A
Leases and Lands
Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective December 1, 2019 by and between DPOC, LLC and
Mallard Exploration, LLC (collectively, "Assignor") and Bison Oil & Gas II, LLC ("Assignee")
Lease
No.
Lessor
Original
Lessee
County;
Reception
No.
Lease: Date .
Expiration
Date
Township
Range
Section
Lands
Gross..
Acres.
DIV-
0001
Anspaugh Oil & Gas,
LLC
Diversified
Operating
Corporation
Weld
3762842
4/4/2011
4/4/2014
08N
59W
031
5W/4
160
DIV-
0002
Virginia Ann Chalk, a
widow
Diversified
Operating
Corporation
Weld
2972850,
3271226,
3550638
6/27/2002
6/27/2005
08N
59W
031
SW/4
160
DIV-
0003b
Larry E. Denver
Diversified
Operating
Corporation
Weld
3347060
11/18/2005
11/18/2009
08N
59W
031
SW/4
160
DIV-
0003b
Larry E. Denver
Diversified
Operating
Corporation
Weld
3347060
11/18/2005
11/18/2009
08N
59W
031
NW/4
160
DIV-
0004b
Don and Mary Lou
Derksen, H/W
Diversified
Operating
Corporation
Weld
3347061
11/4/2005
11/4/2009
08N
59W
031
SW/4
160
DIV-
0004b
Don and Mary Lou
Derksen, H/W
Diversified
Operating
Corporation
Weld
3347061
11/4/2005
11/4/2009
08N
59W
031
NW/4
160
DIV-
0005b
Carol L. Doty
Diversified
Operating
Corporation
Weld
3347058
11/4/2005
11/4/2009
08N
59W
031
SW/4
160
DIV-
0005b
Carol L Doty
Diversified
Operating
Corporation
Weld
3347058
11/4/2005
11/4/2009
08N
59W
031
NW/4
160
DIV-
0007b
Phyllis M. Doty
Diversified
Operating
Corporation
Weld
3347063
11/4/2005
11/4/2009
08N
59W
031
SW/4
160
13
n)
CD
CD
0
0
N
01
Wd 9ti:£0 0Z0Z/LI./60
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DIV-
0007b
Phyllis M. Doty
Diversified
Operating
Corporation
Weld
3347063
11/4/2005
11/4/2009
08N
59W
031
NW/4
160
DIV-
0008b
Richard L. Doty
Diversified
Operating
Corporation
Weld
3667863
12/3/2009
12/3/2012
08N
59W
031
SW/4
160
DIV-
0008b
Richard L. Doty
Diversified
Operating
Corporation
Weld
3667863
12/3/2009
12/3/2012
08N
59W
031
NW/4
160
DIV-
0009b
Theodore M. Doty, Jr.
Diversified
Operating
Corporation
Weld
3347065
11/4/2005
11/4/2009
08N
59W
031
SW/4
160
DIV-
0009b
Theodore M. Doty, Jr.
Diversified
Operating
Corporation
Weld
3347065
11/4/2005
11/4/2009
08N
59W
031
NW/4
160
DIV-
0010b
Virginia L. Hammond
Diversified
Operating
Corporation
Weld
3352771
11/4/2005
11/4/2009
08N
59W
031
SW/4
160
DIV-
OOlOb
Virginia L. Hammond
Diversified
Operating
Corporation
Weld
3352771
11/4/2005
11/4/2009
08N
59W
031
NW/4
160
OIV-
0011
The Colleen Mae
Farris Irrevocable
Trust
Diversified
Operating
Corporation
Weld
3763970
4/8/2011
4/8/2014
08N
59W
031
SW/4
160
DIV-
0011
The Colleen Mae
Farris Irrevocable
Trust
Diversified
Operating
Corporation
Weld
3763970
4/8/2011
4/8/2014
08N
59W
031
NW/4
160
DIV-
0012
John W. Melton
Family Trust
Diversified
Operating
Corporation
Weld
3629478
5/12/2009
5/12/2012
08N
59W
031
SW/4
160
DIV-
0013
Questar Exploration
and Production
Company
Diversified
Operating
Corporation
Weld
3646275
8/14/2009
2/14/2011
08N
59W
031
SW/4
160
DIV-
0014b
Cynthia Kinchloe
Diversified
Operating
Corporation
Weld
3677926
12/3/2009
12/3/2013
08N
59W
031
SW/4
160
iv
cQ
cD
O
Ni
U1
O1
O1
CO
O
N
O
Ni
O
O
oa
i)
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DIV-
0014b
Cynthia Kinchloe
Diversified
Operating
Corporation
Weld
3677926
12/3/2009
12/3/2013
08N
59W
031
NW/4
160
DIV-
0015
The Howell Family
Revocable Trust
Diversified
Operating
Corporation
Weld
3629479
5/18/2009
5/18/2012
08N
59W
031
SW/4
160
DIV-
0016
Walsh Production
Corporation
Diversified
Operating
Corporation
Weld
3526835,
3587841
12/7/2007
12/7/2008
08N
59W
031
SW/4
160
DIV-
0017b
Vincent Yohe, a
married man dealing
in his sole and
separate property
Diversified
Operating
Corporation
Weld
3347062
11/4/2005
11/4/2009
08N
59W
031
SW/4
160
DIV-
0017b
Vincent Yohe, a
married man dealing
in his sole and
separate property
Diversified
Operating
Corporation
Weld
3347062
11/4/2005
11/4/2009
08N
59W
031
NW/4
160
DIV-
0018
The Williams Home
Diversified
Operating
Corporation
Weld
3767546
1/25/2011
7/25/2011
08N
59W
031
SW/4
160
DPOC-
0090a
Stone Hill Minerals
Holdings, LLC
DPOC, LLC
Weld
4333477,
4379160
8/21/2017
8/21/2020
08N
60W
022
SW/4
160
DPOC-
0106a
LHB Weld, LLC
DPOC, LLC
Weld
4339839
9/25/2017
9/25/2020
08N
60W
023
NW/4
160
DPOC-
0106a
LHB Weld, LLC
DPOC, LLC
Weld
4339839
9/25/2017
9/25/2020
08N
60W
024
SE/4
160
DPOC-
0108
Wells Fargo Bank,
N.A. as Conservator
of the Betty Jean
Castor
Conservatorship
DPOC, LLC
Weld
4345068
8/11/2017
8/11/2020
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0192
The Donald V. Stanley
Trust
DP0C, LLC
Weld
4340117,
4355562,
4422470
9/1/2017
9/1/2020
08N
60W
022
NE/4
160
DPOC-
0192
The Donald V. Stanley
Trust
DP0C, LLC
Weld
4340117,
4355562,
4422470
9/1/2017
9/1/2020
08N
60W
023
SW/4
160
E-2-12
v
co
(D
Ni
O
N
O1
DPOC-
0199b
Proved Reserves, LLC,
a Texas limited
liability company
DPOC, LLC
Weld
4379583
10/13/2017
10/13/202O
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0199b
Proved Reserves, LLC,
a Texas limited
liability company
DPOC, LLC
Weld
4379583
10/13/2017
10/13/2020
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0199b
Proved Reserves, LLC,
a Texas limited
liability company
DPOC, LLC
Weld
4379583
10/13/2017
10/13/2020
08N
59W
030
E/2SE/4
80
DPOC-
0199b
Proved Reserves, LLC,
a Texas limited
liability company
DPOC, LLC
Weld
4379583
10/13/2017 .
10/13/2020
08N
59W
030
NE/4
160
DPOC-
0217
Estate of Harry
Richard Farr, William
R. Farr as executor
DPOC, LLC
Weld
4348504,
4381351
10/25/2017
10/25/2020
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0217
Estate of Harry
R. Farr as executor
4348504,
4381351
W/2 lying
of RR
DPOC-
0218
John Daven Farr, a
married man dealing
in his sole and
separate property
DPOC, LLC
Weld
4381350,
4355205
10/25/2017
10/25/2020
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0218
John Daven Farr, a
married man dealing
in his sole and
separate property
DPOC, LLC
Weld
4381350,
4355205
10/25/2017
10/25/2020
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0219
Randal James Farr,
dealing in his sole and
separate property
DPOC, LLC
Weld
4358565,
4381346
10/25/2017
10/25/2020
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0219
Randal James Farr,
dealing in his sole and
separate property
DPOC, LLC
Weld
4358565,
4381346
10/25/2017
10/25/2020
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0220
William Robert Farr,
dealing in his sole and
separate property
DPOC, LLC
Weld
4381345, 4348505
10/25/2017
10/25/2020
08N
59W
029
Wg lying
south ROW
of RR
201.64
a)
CC)
CD
w
0
N
O1
O1
O1
CO
03
O
N
N
O
O
w
O
E-2-13
DPOC-
0220
William Robert Farr,
dealing in his sole and
separate property
DPOC, LLC
Weld
4381345,
4348505
10/25/2017
10/25/2020
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0309
Weld County,
Colorado, a political
subdivision of the
State of Colorado,
acting by and through
the Board of County
Commissioners of the
County of Weld, for
its respective
interests
DPOC, LLC
Weld
4370659
1/17/2018
1/17/2021
08N
59W
030
E/2SE/4
80
DPOC-
0309
Weld County,
Colorado, a political
subdivision of the
State of Colorado,
acting by and through
the Board of County
Commissioners of the
County of Weld, for
its respective
interests
DPOC, LLC
Weld
4370659
1/17/2018
1/17/2021
08N
59W
030
NE/4
160
DPOC-
0544a
BIA Minerals, LLC
DPOC, LLC
Weld
4357501,
4379245
12/4/2017
12/4/2020
08N
60W
024
SE/4
160
DPOC-
0679
Beth Martin, a/k/a
Beth Ann Martin, a
married woman
dealing in her sole
and separate
property
DPOC, LLC
Weld
4409084
12/1/2018
12/1/2021
08N
59W
032
5/2
320
DPOC-
Lutin Curlee Family
Partnership LTD., a
partnership
DPOC, LLC
Weld
4411643,
6/25/2018
6/25/2021
08N
59W
030
LOT 1;
NE/4NW/4
/4
ADA
N/2NW/4
83.3
DPOC-
0722
Rearden Minerals,
LLC
DPOC, LLC
Weld
4457099
8/30/2018
8/30/2022
08N
59W
032
S/2N/2
160
E-2-14
m
CO
cD
0
U7
DPOC-
0794
Lisa Kaplan, a married
woman dealing in her
sole and separate
property
DPOC, LLC
Weld
4462848
12/15/2018
12/15/2021
08N
59W
032
S/2
320
DPOC-
0813
Estate of Bennet R.
Houston, Deceased
DPOC, LLC
Weld
4454870
11/1/2018
11/1/2021
O8N
59W
032
S/2
320
DPOC-
0816
Eugene G. Miller, a
married man dealing
in his sole and
separate property
DPOC, LLC
Weld
4444752
10/26/2018
10/26/2021
08N
59W
032
S/2
320
DPOC-
0818
The Rogers Family,
LLC
DPOC, LLC
Weld
4444750
10/26/2018
10/26/2021
08N
59W
032
5/2
320
DPOC-
0820
The Dewey E. Miller
and Lourene E. Miller
Trust, UTD March 16,
2001
DPOC, LLC
Weld
4444760
10/26/2018
10/26/2021
08N
59W
032
5/2
320
DPOC-
0822
Katherine Apland, a
married woman
dealing in her sole
and separate
property
DPOC, LLC
Weld
4444976
10/26/2018
10/26/2021
08N
59W
032
S/2
320
DPOC-
0823
Betty Meek, a widow
DPOC, LLC
Weld
4444777
10/26/2018
10/26/2021
08N
59W
032
S/2
320
DPOC-
0826
Joel W. Kuehn, a/k/a
Joel William Kuehn,
a/k/a Joel Kuehn and
Shannon D. Kuehn,
a/k/a Shannon Dee
Kuehn, husband and
wife
DPOC, LLC
Weld
4451772
12/1/2018
12/1/2021
08N
59W
032
5/2
320
DPOC-
0827
John Kuehn, a/k/a
John L. Kuehn, a/k/a
John Lee Kuehn, a
single man
DPOC, LLC
Weld
4451307
12/1/2018
12/1/2021
08N
59W
032
S/2
320
DPOC-
0830
Janette Kuehn, a/k/a
Janette M. Kuehn and
John Kuehn, a/k/a
DPOC, LLC
Weld
4462899
12/7/2018
12/7/2021
08N
59W
032
5/2
320
Wd 917:£0 OZOZ/L6/60
E-2-15
John M. Kuehn, wife
and husband
DPOC-
0832
Jill M. Smith, f/k/a Jill
Boner, f/k/a Jill Kuehn
and Jerry J. Smith,
wife and husband
DPOC, LLC
Weld
4462904
12/22/2018
12/22/2021
O8N
59W
032
5/2
320
DPOC-
0852
Julia Pavelka, a/k/a
Julia M. Pavelka, f/k/a
Julia Kuehn and John
Pavelka, a/k/a John T.
Pavelka, wife and
husband
DPOC, LLC
Weld
4452044
12/1/2018
12/1/2021
08N
59W
032
S/2
320
DPOC-
0854
Mountain States
Minerals (Richard
Doty)
DPOC, LLC
Weld
4449985
11/28/2018
11/28/2021
08N
60W
022
SW/4
160
DPOC-
0888
Robin Niles, dealing in
her sole and separate
property
DPOC, LLC
Weld
4467941,
4467942
2/6/2019
2/6/2022
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0888
Robin Niles, dealing in
her sole and separate
property
DPOC, LLC
Weld
4467941,
4467942
2/6/2019
2/6/2022
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0914
Robert Russo, Jr,
dealing in his and
separate property
DPOC, LLC
Weld
4467822,
4467824
2/6/2019
2/6/2022
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0914
Robert Russo, Jr,
dealing in his and
separate property
DPOC, LLC
Weld
4467822
4467824
2/6/2019
2/6/2022
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0920
Gina Russo, dealing in
her sole and separate
property
DPOC, LLC
Weld
4467821,
4467828
2/6/2019
2/6/2022
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0920
Gina Russo, dealing in
her sole and separate
property
DPOC, LLC
Weld
4467821
4467828
2/6/2019
2/6/2022
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0922
Heidi Godshall,
dealing in her sole
DPOC,
4468146,
4468145
W/2 lying
of RR
0)
CO
CD
O)
0
cn
O
(71
O
O,
O
N
O
O
w
O
E-2-16
and separate
property
DPOC-
0922
Heidi Godshall,
dealing in her sole
and separate
property
DPOC, LLC
Weld
4468146,
4468145
2/6/2019
2/6/2022
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
0940
Mountain States
Minerals (Riddell),
Mountain States
Minerals (McCulliss)
DPOC, LLC
Weld
4469523,
4473415
2/15/2019
2/15/2022
08N
59W
031
SW/4
160
DPOC-
0940
Mountain States
Minerals (Riddell),
Mountain States
Minerals (McCulliss)
DPOC, LLC
Weld
4469523,
4473415
2/15/2019
2/15/2022
08N
59W
031
NW/4
160
DPOC-
0943
Hampton Royalties,
LLC
DPOC, LLC
Weld
4472748
2/1/2019
2/1/2022
08N
59W
031
E/2 & E 15
AC E/2W/2
335
DPOC-
0949
Mark D. Smith and
Michelle R. Smith
DPOC, LLC
Weld
4472839
2/18/2019
2/18/2022
08N
59W
031
SW/4
160
DPOC-
0949
Mark D. Smith and
Michelle R. Smith
DPOC, LLC
Weld
4472839
2/18/2019
2/18/2022
08N
59W
031
NW/4
160
DPOC-
0950
Stellar Resources, LLC
DPOC, LLC
Weld
4472840
2/18/2019
2/18/2022
08N
59W
031
SW/4
160
DPOC-
0950
Stellar Resources, LLC
DPOC, LLC
Weld
4472840
2/18/2019
2/18/2022
08N
59W
031
NW/4
160
DPOC-
0959
K.P. Haueter,
individually and as
Trustee of the Lucy
Ann P. Haueter
Family Trust
DPOC, LLC
Weld
4477640
3/26/2019
3/26/2022
08N
59W
030
LOTS 2-4;
SE/4 NW/4;
E/2SW/4;
W/2SE/4
330.62
DPOC-
0986
Lester L. Thomas
a/k/a Lester Thomas
a/k/a Les Thomas and
Mary L. Thomas,
husband and wife
DPOC, LLC
Weld
4482281
1/9/2019
1/9/2022
08N
59W
032
5/2
320
E-2-17
DPOC-
0999
McCulliss Resources
Co. Inc.
DPOC, LLC
Weld
4483801
3/8/2019
3/8/2022
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
0999
McCulliss Resources
Co. Inc.
DPOC, LLC
Weld
4483801
3/8/2019
3/8/2022
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
1002
Catamount
Resources, LLC d/b/a
Catamount Ventures
DPOC, LLC
Weld
4483796
3/8/2019
3/8/2022
08N
59W
031
NW/4
160
DPOC-
1003
S.A.H.F. Resources,
LLC
DPOC, LLC
Weld
4483807
3/8/2019
3/8/2022
08N
59W
031
NW/4
160
DPOC-
1005
Catamount
Resources, LLC d/b/a
Catamount Ventures
DPOC, LLC
Weld
4483797
3/8/2019
3/8/2022
08N
59W
030
LOTS 2-4;
SE/4 NW/4;
E/2SW/4;
W/2SE/4
330.62
DPOC-
1006
McCulliss Oil and Gas,
Inc,
DPOC, LLC
Weld
4483799
3/8/2019
3/8/2022
08N
59W
029
W/2 lying
south ROW
of RR
201.64
DPOC-
1006
McCulliss Oil and Gas,
Inc.
DPOC, LLC
Weld
4483799
3/8/2019
3/8/2022
08N
59W
029
W/2 lying
north ROW
of RR
118.36
DPOC-
1010
S.A.H.F. Resources,
LLC
DPOC, LLC
Weld
4483806
3/8/2019
3/8/2022
08N
59W
030
LOTS 2-4;
SE/4 NW/4;
E/2SW/4;
W/25E/4
330.62
DPOC-
1054
William L. Thomas,
a/k/a William Lee
Thomas, a/k/a
William Thomas,
a/k/a Bill Thomas,
dealing in his sole and
separate property
DPOC, LLC
Weld
4488689
4/23/2019
4/23/2022
08N
59W
032
5/2
320
DPOC-
1079
George G. Vaught Jr.,
a single man
DPOC, LLC
Weld
4494412
3/8/2019
3/8/2022
08N
59W
029
W/2 lying
south ROW
of RR
201.64
E-2-18
0)
CD
0,
0
N
O1
W/2 lying
DPOC-
1079
George G. Vaught Jr.,
a single man
DPOC, LLC
Weld
4494412
3/8/2019
3/8/2022
08N
59W
029
north ROW
of RR
118.36
DPOC-
1088
Drew W. Thomas
DPOC, LLC
Weld
4497251
4/23/2019
4/23/2022
08N
59W
032
5/2
320
Crystal Harris a/k/a
Crystal M. Thomas,
a/k/a Crystal Marie
DPOC-
1099
Thomas, a/k/a Crystal
Thomas, a woman
dealing in her sole
and separate
property
DPOC, LLC
Weld
4502458
4/23/2019
4/23/2022
08N
59W
032
5/2
320
William J. Doenz, as
Trustee of the
Morning
LOTS 2-4;
SE/4 NW/4;
MGE-
William J. Doenz Real
Gun
Weld
4316024
3/7/2017
3/7/2020
08N
59W
030
330.62
0001
Estate Trust, dated
January 27, 1992
Exploration,
LLC
E/25W/4;
W/2SE/4
BOKF, NA, Successor
Morning
LOT1;
MGE-
0002
Trustee of the Klein
Family Reconstituted
Mineral Trust
Gun
Exploration,
LLC
Weld
4287992
1/11/2017
1/11/2021
08N
59W
030
NE ADA /4
N/2NW/4
83.3
E-2-19
v
Co
CD
Co
O
N
Exhibit B
Excluded Wells
E-2-20
Exhibit B
Excluded Wells
Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective December 1, 2019 by and between
DPOC, LLC and Mallard Exploration, LLC (collectively, "Assignor") and Bison Oil & Gas II, LLC ("Assignee")
Well Name
API Number
Operator Name
Township
Range
Section
Castor 8-59 #19-24-12
05-123-45842
Bison Oil & Gas II LLC
8N
59W
19
Castor 8-59 #19-24-16
05-123-45855
Bison Oil & Gas II LLC
8N
59W
19
CO
cc�
m
N
O
N
O1
E-2-21
.rte
O1
O1
Co
CO
Exhibit C
Surface Rights
171
CD al
CO al
C°CO
N
O3
O
� O
N �
CJ1
v
0
N
0
0
G)
0)
E-2-22
Exhibit C
Surface Rights
Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective December 1, 2019 by and between DPOC,
LLC and Mallard Exploration, LLC (collectively, "Assignor") and Bison Oil & Gas II, LLC ("Assignee")
Owner
.Operator
Marvin E. Allred and Carlotta Allred Bison Oil & Gas II, LLC
Effective Date
8/15/2017
E-2-23
Reception Number
4336061
Township,
08N
'Range..
59W
Section
30
Lands
NW/4
Exhibit D
Contracts and Agreements
E-2-24
Exhibit D
Contracts and Agreements
Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective December 1, 2019 by and between DPOC,
LLC and Mallard Exploration, LLC (collectively, "Assignor") and Bison Oil & Gas II, LLC ("Assignee")
Joint Operating Agreement
Township 8 North,
Range 59 West, 6th
P.M.
Section 19: Lots 1,
2, 3, 4, E/2W/2, E/2
Township 8 North,
Range 60 West, 6th
P.M.
Section 24: NE/4,
SE/4
10/10/2017
E-2-25
DPOC, LLC
Bison Oil & Gas
Weld CO
Hello