RECEIVED -CQGCC. mar ) ) ) ) ) ) ) ) ) ) ) ) BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO

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1 RECEIVED mar BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO -CQGCC IN THE MATTER OF THE APPLICATION OF BAYSWATER EXPLORATION & PRODUCTION, LLC FOR AN ORDER POOLING ALL INTERESTS IN THE NIOBRARA AND CODELL FORMATIONS IN TWO APPROXIMATE 360-ACRE WELLBORE SPACING UNITS AND SIX APPROXIMATE 720-ACRE WELLBORE SPACING UNITS LOCATED IN CERTAIN LANDS IN TOWNSHIP 7 NORTH, RANGE 66 WEST, 6TH P.M., WATTENBERG FIELD, WELD COUNTY, COLORADO. CAUSE NO. 407 DOCKET NO TYPE: POOLING APPLICATION Bayswater Exploration & Production, LLC ("Bayswater" or "Applicant", Operator No , on behalf of Bayswater Resources LLC and Bayswater Fund lll-a, LLC, by its attorneys, Welborn Sullivan Meek & Tooley, P.C., respectfully submits this Application to the Oil and Gas Conservation Commission of the State of Colorado ("Commission" or "COGCC" for an order pooling all interests in: (1 three approximate acre Rule 31 8A designated horizontal wellbore spacing units ("WSU" covering the S!4 of Sections 27 and 28 and the EY2SEY4 of Section 29, Township 7 North, Range 66 West, 6 the P.M.; (2 two approximate acre WSUs covering SY2SY2 of Sections 27 and 28 and the SE%SE% of Section 29, Township 7 North, Range 66 West, 6 the P.M.; and (3 three approximate acre WSUs covering the SY>SY> of Sections 27 and 28, the SE%SE% of Section 29, the NE%NE% of Section 32, and the NY2NY2 of Sections 33 and 34, Township 7 North, Range 66 West, 6 the P.M., Weld County, Colorado for development and production from the Niobrara and Codell Formations. In support thereof, the Applicant states: 1. Applicant is a limited liability company duly authorized to conduct business in the State of Colorado and is a registered operator in good standing with the Commission. 2. Bayswater Resources LLC and Bayswater Fund lll-a, LLC own leasehold interests in the WSUs comprised of the following lands ("Application Lands" and are therefore owners of an interest in the mineral estate of the tracts to be pooled with standing to maintain this application pursuant to Commission Rule 503. b. (2, have granted operating rights to Bayswater, and have authorized Bayswater to file this application on their behalf: 1

2 WSU Nos. 1, 2, and 3: Township 7 North, Range 66 West, 6th P.M. Section 27: SVi Section 28: S14 Section 29: E1/2SE1/ acres more or less WSU Nos. 4 and 5: Township 7 North, Range 66 West, 6th P.M. Section 27: S1/2S1/i Section 28: S1/2S1/2 Section 29: SE1/4SE1/ acres more or less WSU Nos. 6, 7, and 8: Township 7 North. Range 66 West, 6th P.M. Section 27: S1/2S1/2 Section 28: S1/2S1/2 Section 29: SE1/4SE1/4 Section 32: NE1/4NE% Section 33: N1/2N1/2 Section 34: WAWA acres more or less, Weld County, Colorado. Reference maps of the Application Lands are attached hereto. 3. Rule 318A.a.(4D. provides, in relevant part, that where a drilling and spacing unit does not exist for a horizontal well, the horizontal wellbore spacing unit shall be comprised of the governmental quarter-quarter sections in which the wellbore lateral penetrates the productive formation as well as any governmental quarter-quarter sections that are located less than four hundred sixty (460 feet from the portion of the wellbore lateral that penetrates the productive zone regardless of section or quarter section lines. Rule 318A.a.(4D. further provides that a horizontal wellbore spacing unit may overlap portions of another horizontal wellbore spacing unit or other wellbore spacing unit designated in accordance with subsection a.(4c. 4. Applicant intends to drill the following wells in the Application Lands in April 2018, each of which is located in a separate Wellbore Spacing Unit ("WSU" established pursuant to Rule 31 8A: 2

3 (a WSU No. 1: G&D Hanks S-27-28HN well (API# hydrocarbons from the Niobrara Formation underlying the Application Lands; (b WSU No. 2: G&D Hanks T-27-28HC well (API# hydrocarbons from the Codell Formation underlying the Application Lands; (c WSU No. 3: G&D Hanks TA-27-28HN well (API# hydrocarbons from the Niobrara Formation underlying the Application Lands; (d WSU No. 4: G&D Hanks U-27-28HN well (API# hydrocarbons from the Niobrara Formation underlying the Application Lands; (e WSU No. 5: G&D Hanks V-27-28HN well (API# hydrocarbons from the Niobrara Formation underlying the Application Lands; (f WSU No. 6: G&D Hanks W-27-28HC well (API# hydrocarbons from the Codell Formation underlying the Application Lands; (g WSU No. 7: G&D Hanks WA-27-28HN well (API# hydrocarbons from the Niobrara Formation underlying the Application Lands and (h WSU No. 8: G&D Hanks X-27-28HN well (API# The horizontal well is designed to test and produce gas and associated hydrocarbons from the Niobrara Formation underlying the Application Lands (collectively, the "G&D Hanks Wells". 5. Pursuant to the relevant provisions of Section (6 & (7, C.R.S., and COGCC Rule 530, Applicant seeks an order pooling all interests in the Application Lands for the development and operation of the Niobrara Formation in WSU Nos. 1, 3, 3

4 4, 5, 7, and 8, and for the development and operation of the Codell Formation in WSU Nos. 2 and Applicant certifies that, at least thirty-five (35 days prior to the date of the scheduled protest deadline for this Application, each owner which Applicant was able to locate, not already leased or voluntarily pooled, will be provided with the well proposal and information required by Rule 530 and tendered a reasonable offer to lease (if an unleased mineral owner, or participate and bear costs associated with the drilling and completion of the G&D Hanks Wells. 7. Applicant requests that a pooling order be entered as a result of this Application and that it be made effective as of the earlier of the date of this Application, or the date costs specified in Section (7(b(ll, C.R.S., are first incurred for the drilling of each of the G&D Hanks Wells, in or with respect to each separate WSU. 8. The granting of this Application would be in accord with the Oil and Gas Conservation Act, found at Section , et seq., C.R.S., and Commission rules. 9. The names and addresses of the interested parties (persons who own an interest in the mineral estate of the tracts to be pooled, except owners of overriding royalty interest are attached hereto and marked Exhibit A. Applicant certifies that copies of this Application will be served on all locatable interested parties within seven (7 days of the date hereof, as required by Commission Rule 507. b(2, and that at least thirty-five (35 days prior to the date of the scheduled protest deadline for this Application, each such owner not already leased or voluntarily pooled will be offered the opportunity to lease, or to participate in the drilling of the respective wells, and will be provided with the information required by Rule 530. WHEREFORE, Applicant respectfully requests that this matter be set for hearing, that notice be given as required by law and that upon such hearing this Commission enter its order: A. Pooling all interests in the Application Lands for the development and operation of the Niobrara Formation in WSU Nos. 1, 3, 4, 5, 7, and 8; B. Pooling all interests in the Application Lands for the development and operation of the Codell Formation in WSU Nos. 2 and 6; C. Providing that the pooling order is made effective as of the date of this Application, or the date that the costs specified in Section (7(b(l I, C.R.S., are first incurred for the drilling of the following wells in the following units: WSU No. 1: G&D Hanks S-27-28HN well (API# Niobrara Formation; 4

5 WSU No. 2: G&D Hanks T-27-28HC well (API# , Codell Formation; WSU No. 3: G&D Hanks TA-27-28HN well (API# , Niobrara Formation; WSU No. 4: G&D Hanks U-27-28HN well (API# Niobrara Formation; WSU No. 5: G&D Hanks V-27-28HN well (API# Niobrara Formation; WSU No. 6: G&D Hanks W-27-28HC well (API# , Codell Formation; WSU No. 7: G&D Hanks WA-27-28HN well (API# Niobrara Formation; and WSU No. 8: G&D Hanks X-27-28HN well (API# Niobrara Formation; C. Providing that the interests of any owners, with whom the Applicant has been unable to secure a lease or other agreement to participate in the drilling of the authorized wells, are pooled by operation of statute, pursuant to Section (7, C.R.S., and made subject to the cost recovery provisions thereof. D. For such other findings and orders as the Commission may deem proper or advisable in the Application Lands. Dated this 1st day of March, Respectfully submitted, WELBORN SULLIVAN MEG I OLEY, P.C. By:_l. 7 JoseptfC. Pt^rzchala Geoffrey W. t^torm Welborn Sullivan Meek & Tooiey, P.C. Attorneys for Applicant th Street, Suite 2200 Denver, CO jpierzchala@wsmtlaw.com gstorm@wsmtlaw.com 5

6 Applicant's Address: 730 Seventeenth Street, Suite 610 Denver, CO Attn: Blake Leavitt, Senior Landman Phone:

7 VERIFICATION STATE OF COLORADO ss. CITY & COUNTY OF DENVER Blake Leavitt, Senior Landman with Bayswater Exploration & Production, LLC, upon oath deposes and says that he has read the foregoing Application and that the statements contained therein are true to the best of his knowledge, information and belief. BAYSWATER EXPLORATION & PRODUCTION, LLC Blake Leavitt, Senior Landman Subscribed and sworn to before me this 1st day of March, 2018 by Blake Leavitt, Senior Landman for Bayswater Exploration & Production, LLC. Witness my hand and official seal. TOM BLYTH NOTARY PUBLIC STATE OF COLORADO Notary ID My Commission Expires 07/23/2018 ^Notary Public My Commission Expires: 7/23/18 7

8 EXHIBIT A Addax Mineral LLC and Addax Minerald Fund 2012, L.P. Alex Brown Anadarko Land Corp ANB Banks, Trustee of the Lotti Pingitzer Revocable Trust dtd 5/26/1983 Anderson Legacy Farms, LLC Aztec Exploration, LLC Bayswater Fund lll-a, LLC Bayswater Resources LLC Beth Kilgore Broadmoor Land and Minerals LLC Carl D. Severin Casey B. Ruppel Charles F. Brett, Jr. & Jeanette Corrigan-Brett Charles Garrision Cordell Charles Hurich City of Thornton, Attn: Scott Twombly Clair B. Orr Trust dtd 5/4/2009 Craig Koinzon Daniel J. Kinsey David L. Brown David R. & Eleanor S. Sharp Dianne S. Hansen Don Hurich Donald A. Caldwell Donald L. & Joan E. Rotharmel Dwight Hurich Edson Howard Eugene D. Sharp Extraction Oil & Gas, Inc. Family Tree Corporation Gary A. Van Dusen Gary L. & Debra C. Hanks Gladeen Ragland Global 7 Resources, L.L.C. Grayrock Minerals LLC HJ Anderson, LLC Ida Darlene Spitler & Clayton E. Spitler J. Gale Moody James C. Cordell James H. Hessler Jeffrey F. Welsh Joe Freeman Joyce A. & David L. Spight Joyce A. Spight 8

9 Judy M. Simpson Kenneth Howard c/o Janice Howard Kenneth P. & Sherri L. Mackey Kim Harding Kristi A. Kinsey Leonard Howard Lincoln Energy LLC Linda J. Heesch Lisa Morency Margaret Lane Cordell Marlys L. Kinsey Mountain Energy Corp Nancy J. Levy Nancy Marie Bailey Nolan C. & Marian P. Sharp, trustees of the Marian & Nolan Sharp Trust Norma Dean Simpson Okreek Oil and Gas II, LLC Paul Thomas Bailey Pawnee Butte Royalties, LLC PDC Energy, Inc.. Rawah Resources LLC Richard L. Nichols Robert Fanning Roby Tsearsky Roger R. and Marjie J. Lee, Trustees of the Roger R. Lee and Marjie J. Lee Trust, dtd 10/10/2000 Ruth Esther Bailey Simpson Ruth Lenora Johnson Shauna Jacobson Steven L. & April L. Frederick Susy Grazi The Hopkins Living Trust dtd 10/29/2013 The Sylvia S. Chloupek Survivor Trust dtd 1/27/99 Valerie A. Moody Vine Royalty, L.P. 9

10 I I G & D HANKS 27-N PAD PROPOSED 318A,a.(4D. SPACING UNIT, : S2, : S2, : E2SE4 PROPOSED WELLBORE SPACING UNIT 29 SENW SENW SWSE BP B HLU BHL1» ~bhl; BHLr SESE BHL' NESW SESW SRp-71'Sn-W ' S89*2* '48"W SlITI'tri' " 989*21 '47"W 1( ' 889*71 *47"W ' S89*21 '49 "W 1 02 /2.91 SWSE It SESE NESW o * n hanks 0A-?7-?8m. G & D HANKS Q 2 / 28HC & D HANKS R-27-28HN G_*A D HANK8 S-77-78HN p» n H&UH8 T-77-7RHG G & D HANKS TA-p-28HN SESW 1 SW^ -w LP AiLP SESE 32 NENW NENW / ' BUFFER 34/4 G & D HANKS QA-27-28HN G & D HANKS Q-27-28HC G & D HANKS R-27-28HN G & D HANKS S-27-28HN G & D HANKS T-27-28HC G & D HANKS TA-27-28HN i SEC LEGEND o G & D HANKS QA-27-28HN WELL TO BE LOCATED 1273' FSL AND 1574' FEL,, G & D HANKS Q-27-28HC WELL TO BE LOCATED 1258' FSL AND 1574' FEL,, G & D HANKS R-27-28HN WELL TO BE LOCATED 1243' FSL AND 1574' FEL,, G & D HANKS S-27-28HN WELL TO BE LOCATED 1228' FSL AND 1575' FEL,, G & D HANKS T-27-28HC WELL TO BE LOCATED 1213' FSL AND 1575' FEL,, G & D HANKS TA-27-28HN WELL TO BE LOCATED 1198' FSL AND 1575' FEL,, = PROPOSED WELL -4- = BOTTOM HOLE i, = LANDING POINT SHL = SURFACE HOLE LOCATION BHL = BOTTOM HOLE LOCATION LP = LANDING POINT DISCLAIMER: THIS PLOT DOES NOT REPRESENT A MONUMENTED LAND SURVEY AND SHOULD NOT BE RELIED UPON TO DETERMINE BOUNDARY LINES, PROPERTY OWNERSHIP OR OTHER PROPERTY INTERESTS PARCEL LINES, IF DEPICTED HAVE NOT BEEN FIELD VERIFIED AND H I MAY BE BASED UPON PUBLICLY AVAILABLE DATA THAT ALSO HAS NOT BEEN INDEPENDENTLY VERIFIED. SCALE: 1"= 2000' 7535 Hilltop Circle Denver. CO ! 2S FIELD DATE SITE NAME G & D HANKS 27-N PAD DRAWING DATE: /k SCE NT w**-a5ce!,tseoimt'cucir' BY: CHECKED BY- CEOMATiCB SOLUTIONS DP CSG SURFACE LOCATION: SW1/4 SE 1/4,, 6TH P.M. WELD COUNTY, COLORADO PREPARED FOR BAYSWATER EXPLORATION AND PRODUCTION. LLC

11 : G & D HANKS 27-N PAD PROPOSED 318A.a.(4D. SPACING UNIT, : S2S2, : S2S2, : SE4SE4 29 NESW PROPOSED G & D HANKS U-27-28HN WELLBORE SPACING UNIT G & D HANKS V-27-28HN T 26 NESW SWSE SESE BHL S89'21 '47"W ' G & D HANKS U-27-28HN T G & D HANKS V-27-28HN sesw SESW SWSE I SESE BHL swsw S89'21 '47"W ' ' SWSE SHL* SHL SESE ALP ALP NENW NENW SEC SENW 33 SENW 34 SEC ' BUFFER LEGEND G & D HANKS U-27-28HN WELL TO BE LOCATED 1183' FSL AND 1575' FEL,, G & D HANKS V-27-28HN WELL TO BE LOCATED 1168" FSL AND 1575' FEL,, = PROPOSED WELL -4- = BOTTOM HOLE ^ = LANDING POINT A 7535 Hill-op Circle Denver. CO (3C3t SHL = SURFACE HOLE LOCATION BHL = BOTTOM HOLE LOCATION LP = LANDING POINT FIELD DATE DRAWING DATE ;L\ % ("* El. NT BY: CHECKED BY SOLUTIONS MMP KAD CE0M ATtCS DISCLAIMER: SITE NAME G & D HANKS 27-N PAD SURFACE LOCATION THIS PLOT DOES NOT REPRESENT A MONUMENTED LAND SURVEY AND SHOULD NOT BE RELIED UPON TO DETERMINE BOUNDARY LINES, PROPERTY OWNERSHIP OR OTHER PROPERTY INTERESTS. PARCEL LINES, IF DEPICTED HAVE NOT BEEN FIELD VERIFIED AND N I! MAY BE BASED UPON PUBLICLY AVAILABLE DATA THAT ALSO HAS NOT BEEN INDEPENDENTLY VERIFIED. SCALE: 1"= 2000' SW 1/4 SE 1/4,, 6TH P.M. WELD COUNTY, COLORADO PREPARED FOR 4^ BAYSWATER EXPLORATION AND PRODUCTION. LLC

12 ' G & D HANKS 27-N PAD PROPOSED 318A.a.(4D. SPACING UNIT, : S2S2, : S2S2, : SE4SE4, : NE4NE4, : N2N2, : N2N2 PROPOSED WELLBORE SPACING UNIT G & D HANKS W-27-28HC G & D HANKS WA-27-28HN G & D HANKS X-27-28HN 29 NESW NESW SWSE SESE BHL BHLj SHt- \ SESW NENW 81 GL m?i'47"w waffino' swsw SESW SWSE HLSEC27 P fr 0 M ANKfi S39'2'i ' 47'V^ ' llpp I NENW \ LP SEC 35 I 32 SENW 33 SENW 34 SEC ' BUFFER G & D HANKS W-27-28HC WELL TO BE LOCATED 1153' FSL AND 1575' FEL,, G & D HANKS WA-27-28HN WELL TO BE LOCATED 1138' FSL AND 1575' FEL,, G & D HANKS X-27-28HN WELL TO BE LOCATED 1123' FSL AND 1575' FEL,, LEGEND = PROPOSED WELL -4- = BOTTOM HOLE A = LANDING POINT A 7535 Hiliiop Circle Denver. CO S022- ( SHL = SURFACE HOLE LOCATION BHL = BOTTOM HOLE LOCATION LP = LANDING POINT FIELD DATE DRAWING DATE' A$CE NT wv*'ascent9eon,jit'cs-con' BY- CHECKED BY- CE0MMICS SOlUriOfcS DP CSG DISCLAIMER; SITE NAME G & D HANKS 27-N PAD SURFACE LOCATION THIS PLOT DOES NOT REPRESENT A MONUMENTED LAND SURVEY AND SHOULD NOT BE RELIED UPON TO DETERMINE BOUNDARY LINES, PROPERTY OWNERSHIP OR OTHER PROPERTY INTERESTS. PARCEL LINES, IF DEPICTED HAVE NOT BEEN FIELD VERIFIED AND o MAY BE BASED UPON PUBLICLY AVAILABLE DATA THAT ALSO HAS NOT BEEN INDEPENDENTLY VERIFIED. SCALE: 1"= 2000' SW 1/4 SE 1/4,, 6TH P.M. WELD COUNTY, COLORADO PREPARED 4 FOR: BAYSWATER EXPLORATION AND PRODUCTION. LLC

13 BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF BAYSWATER EXPLORATION & PRODUCTION, LLC FOR AN ORDER POOLING ALL INTERESTS IN THE NIOBRARA AND CODELL FORMATIONS IN TWO APPROXIMATE 360-ACRE WELLBORE SPACING UNITS AND SIX APPROXIMATE 720-ACRE WELLBORE SPACING UNITS LOCATED IN CERTAIN LANDS IN TOWNSHIP 7 NORTH, RANGE 66 WEST, 6TH P.M., WATTENBERG FIELD, WELD COUNTY, COLORADO. CAUSE NO. 407 DOCKET NO TYPE: POOLING AFFIDAVIT OF MAILING STATE OF COLORADO CITY AND COUNTY OF DENVER and declare: I, Joseph C. Pierzchala, of lawful age, and being first duly sworn upon my oath, state That I am the attorney for Bayswater Exploration & Production, LLC and that on or before March 8, 2018, I caused a copy of the attached Application to be deposited in the United States mail, postage prepaid, addressed to the parties listed on Exhibit A to the Application. Joseph,O^ip rzc h a I a Subscribed and sworn to before me '01 dfty\ 30 ', Witness my hand and official seal. MELISSA A. MORMAN NOTARY public State OF COLORADO j NOTARY ID AT COMMISSION expires ai iqust /> 7 Notary Public 7 ~ My commission expires: / /ryf rtrvp j 10

BEFORE THE OIL &GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO

BEFORE THE OIL &GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE PROMULGATION ) CAUSE NO. 407 AND ESTABLISHMENT OF FIELD RULES TO ) GOVERN OPERATIONS FOR THE NIOBRARA ) DOCKET