1. law, govt and politics

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 11, 2015 (May 11, 2015)
EMERALD OIL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
1-35097
(Commission File Number)
77-0639000
(IRS Employer
Identification No.)
1600 Broadway, Suite 1360
Denver, CO 80202
(Address of principal executive offices, including zip code)
(303) 595-5600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On May 11, 2015, Emerald Oil, Inc. (the "Company") and one of its wholly owned subsidiaries entered into a purchase and sale agreement
(the "Purchase Agreement") with Yates Petroleum Corporation (“Seller”) and its affiliates pursuant to which the Company agreed to acquire
Seller's right, title and interest in certain oil and gas properties and assets located in Lea and Eddy Counties, New Mexico, constituting
approximately 10,746 net acres of core Delaware Basin acreage. The total purchase price for the asset package is approximately $75.2
million in cash, (the “Delaware Basin Properties”).
The Purchase Agreement contains customary representations, warranties, covenants and indemnities by the parties thereto, and the closing
of the transaction contemplated by the Purchase Agreement is subject to the satisfaction of certain customary closing conditions as
described therein. The effective date of the transaction is April 20, 2015, and the Company expects to close the acquisition on or about
May 28, 2015.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 7.01.
Regulation FD Disclosure.
On May 11, 2015, the Company issued a press release titled “Emerald Oil Enters into Definitive Agreement to Acquire Core Delaware
Basin Acreage; Increases 2015 Production and Capex Guidance .” A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 in this Current Report on Form 8-K, including
the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(“the Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01
OTHER EVENTS
In connection with the announcement by the Company of the execution of the Purchase Agreement, the Company is filing on this Current
Report on Form 8-K a management presentation, which includes information regarding the Delaware Basin Properties and which is
attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit No.
Description
2.1
99.1
Purchase and Sale Agreement dated May 11, 2015 by and between Emerald Oil, Inc. and Yates Petroleum Corporation
Press Release of Emerald Oil, Inc., dated May 11, 2015 titled “Emerald Oil Enters into Definitive Agreement to
Acquire Core Delaware Basin Acreage; Increases 2015 Production and Capex Guidance.”
Management Presentation
99.2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
EMERALD OIL, INC.
Date: May 11, 2015
By: /s/ Ryan Smith
Ryan Smith
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
Description
2.1
99.1
Purchase and Sale Agreement dated May 11, 2015 by and between Emerald Oil, Inc. and Yates Petroleum Corporation
Press Release of Emerald Oil, Inc., dated May 11, 2015 titled “Emerald Oil Enters into Definitive Agreement to
Acquire Core Delaware Basin Acreage; Increases 2015 Production and Capex Guidance.”
Management Presentation
99.2
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Exhibit 2.1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (“Agreement”) effective as of April 20, 2015 (the “Effective Date”), is by and between Yates
Petroleum Corporation (“YPC”), Abo Petroleum Corporation, Myco Industries, Inc., Sharbro Energy, LLC, Yates Industries, LLC, John A.
Yates, individually and as Trustee of Trust Q under the will of Peggy A. Yates, deceased, Santo Legado LLLP, and Petro Quatro LLC
(collectively referred to as “Yates” and/or the “Sellers”) and Emerald Oil, Inc., a Delaware corporation, and Emerald DB, LLC, a Delaware
limited liability company (collectively referred to as “Emerald” and/or the “Buyers”). Each of Yates and Emerald are referred to herein
individually as a “Party” and collectively as the “Parties.” The Parties hereby agree as follows:
1 .
Sale and Consideration. The Parties hereto agree to enter into a transaction pursuant to which Yates conveys, assigns,
grants and sells to Emerald, without warranty of title of any kind, all of Yates’ right, title and interest in and to (i) the oil and gas leases set
forth on Exhibit A as to all depths owned, and including any rights, privileges, surface, reversionary or remainder interests which relate to
the leases (the “Yates Leases” or the “Leases”); and (ii) the wells described on Exhibit B-1 and any equipment related solely to such wells,
including all rights-of-way related thereto (set forth on Exhibit B-2), and including all of the personal property, equipment, fixtures and
improvements used in connection therewith (the “Yates Wells,” and collectively with the Yates Leases, the “Yates Interests”). Yates shall
reserve unto themselves the overriding royalty interest more fully described in paragraph 2. Subject to the terms and conditions of this
Agreement, at Closing (as defined below), as consideration for the purchase of the Yates Interests, Emerald shall pay Yates the sum of
$75,493,530.00, which price constitutes $7,000.00 per Net Mineral Acre, as defined below, being conveyed to Emerald (the “ Yates
Interests Purchase Price”). As used herein, the term “Net Mineral Acres” shall mean the percentage of operating rights, or if contractual
interests differ from operating rights then the contractual interests, Yates owns in a Lease, multiplied by the number of acres in the Lease
that Yates is conveying to Emerald.
2.
Reserved Overriding Royalty Interest. Sellers shall reserve unto themselves an overriding royalty interest in and to all
oil, gas and other hydrocarbons produced, saved and marketed from the Yates Leases equal to the positive difference, if any, between
twenty percent (20%) and the lease burdens existing of record as of the Effective Date (the “Overriding Royalty”). The Overriding Royalty
shall be free of all costs of exploration, production, marketing, transportation, and processing but shall bear its proportionate share of taxes.
The Overriding Royalty will apply to each Lease separately, such that only the individual Sellers conveying an interest in a Lease will
receive an Overriding Royalty in that Lease. The Overriding Royalty of each Seller will be proportionately reduced if the Lease covers less
than the entire mineral interest in the lands it covers, and/or if the individual Seller conveys less than the entire leasehold estate.
3 .
Deposit. In connection with the execution of the letter of intent memorializing the terms of this Agreement, Emerald
wired the amount of $7,522,242 to Yates (the “Emerald Deposit”) on April 27, 2015.
4.
Closing. Consummation of the purchase and sale transactions contemplated by this Agreement (the “ Closing”) shall occur
no later than May 28, 2015 (the “Closing Date”) at 9:00 a.m. at YPC’s offices at 105 South 4 th Street, Artesia, New Mexico, or at an
alternate location or in another manner that is otherwise agreed to by the Parties.
5.
Payment Due at Closing. At the Closing Yates will apply the Emerald Deposit to the Yates Interests Purchase Price, and
Emerald shall pay Yates the difference between the Yates Interests Purchase Price and the Emerald Deposit (such amount being equal to
$67,971,288.00) (the “Net Purchase Price”), subject to any appropriate adjustment as provided in paragraph 13(c) below, at the rate of
$7,000.00 per net acre, if the net acres actually being conveyed to Emerald are greater or less than the net acres reflected on Exhibit A, by
wire transfer to YPC in immediately available funds.
6 .
Return of a Percentage of the Deposit . In the event that the transactions contemplated by this Agreement are not
consummated for any reason whatsoever, then Yates shall retain ten percent (10%) of the Emerald Deposit ($752,224.20), and Yates shall
return the balance of the Emerald Deposit ($6,770,017.80) to Emerald within three Business Days (defined below) of the termination of the
Agreement, which ten percent (10%) ($752,224.20) shall constitute the maximum amount of any damages that Emerald would be liable to
Yates for any failure to consummate the transactions contemplated by this Agreement.
7 .
Sellers’ Appointment of Agent . Sellers, and each of them, appoint YPC as their agent to receive and hold the Emerald
Deposit and the Net Purchase Price. Following Closing, YPC shall distribute the Yates Interest Purchase Price to Sellers within seven
Business Days of receipt. Emerald shall have no liability or obligation to any Seller for the YPC obligations, and/or for any YPC acts or
failures to act, pursuant to this paragraph 7, and after Emerald makes the Net Purchase Price payment to YPC, it shall have no further
obligation to any Seller for the further disbursement of any funds.
8.
Obligations at Closing. No later than the Closing Date, Yates shall deliver to Emerald, to be effective as of the Effective
Date, (i) all of its interests in the Yates Interests, subject to existing leasehold burdens, in their pro rata interests based on ownership in the
Yates Leases, in the assignment form set forth on Exhibit C, and shall not create any additional burdens other than those found in each of
the Eddy County and Lea County records as of the Effective Date (except those as described in the form of a retained overriding royalty
interest as described in paragraph 2 above), and (ii) appropriate federal and state forms of assignment for each of the appropriate federal
and state oil and gas leases. Emerald shall pay the Net Purchase Price as set forth in paragraph 5 above. In addition, each Party shall deliver
to the other Party such other instruments necessary to transfer the Yates Interests and the operations thereon, as the case may be, to
Emerald.
9 .
Sellers’ Representations . With regard to the Yates Interests, each Seller individually, and not jointly, represents to
Emerald, to the best of its knowledge, the following:
(a)
There are no preferential rights, rights of first refusal or similar rights in third parties which apply to the Yates
Interests or the same shall have been waived, and all necessary consents, approvals and other restrictions on the transfer, sale or
assignment of the Yates Interests shall have been waived or obtained, or the time period within which such rights may be exercised shall
have expired, provided that if a consent or right as aforesaid cannot be timely obtained or waived, the transaction may be restructured in a
mutually agreeable manner;
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(b)
Except as to all issues addressed in the notice sent to YPC by Agave Energy Company regarding the January 1,
2015 Gas Purchase Agreement (attached as Exhibit D) and the subject matter of the letter from the Commissioner of Public Lands for the
State of New Mexico (as referenced in paragraph 17 below and attached as Exhibit E), there are no material actions, suits, investigations or
proceedings pending or threatened against Yates with respect to the Yates Interests, or other set of circumstances with respect to the Yates
Interests that would constitute grounds for any action, suit, investigation or proceeding to be pending or threatened against Yates, in any
court or by or before any state, local or federal governmental entity or regulatory agency, whether in the public domain or confidential as
between Yates and any such governmental or regulatory agency. There are no liens, encumbrances, or restrictions on, or other contracts
affecting, the Yates Interests except the Permitted Encumbrances set forth in Exhibit F. “Permitted Encumbrances” include (i) lessors’
royalties, overriding royalties, net profits interests, production payments, and similar burdens existing prior to the Effective Date; (ii)
statutory liens for taxes that are not yet due and payable; (iii) all consent rights, required notices or other actions customarily sought after
such conveyance; (iv) easements, rights-of-way, permits, surface leases and other rights or any restriction on access that do not materially
interfere with the operation of the affected lease; (v) the gas purchase contract set forth in Exhibit D; (vi) the operating agreements,
mortgages and contracts set forth in Exhibit G, and the liens created therein; (vii) those instruments of record in the respective counties
affecting title; and (viii) the letter from the Commissioner of Public Lands for the State of New Mexico dated April 23, 2015, addressed to
YPC, a copy of which is attached as Exhibit E; and
(c)
YPC has paid all applicable rentals, if required, and performed all necessary operations in a timely fashion so as
to maintain the Leases in full force and effect pursuant to the terms of the Leases, the rules and regulations of the Bureau of Land
Management with respect to federal oil and gas Leases, the rules and regulations of the Commissioner of Public Lands for the State of New
Mexico with respect to state oil and gas Leases, and all other applicable laws and regulations. For those of the Yates Leases that are past
their primary terms, each Seller represents to the best of its knowledge that it has taken or caused to be taken all necessary actions as
required by state and federal regulations, including but not limited to required drilling and/or ongoing operational activity, to maintain the
Leases and appropriate title in and to the those certain Yates Leases, so that the Yates Leases may be properly transferred to, and operated
by, Emerald.
10.
All Parties’ Representations and Warranties. Each Party, individually and with respect to itself only, hereby represents
and warrants to the other Parties the following:
(a)
Each Party is duly organized, validly existing and in good standing under the laws of the state of its
incorporation, organization, or formation, and is qualified to do business and is in good standing in the State of New Mexico and in every
other jurisdiction where the failure to so qualify would have a material adverse effect on its ability to execute, deliver and perform this
Agreement and the other agreements contemplated herein.
(b)
Each Party has all requisite power and authority to (i) own, lease, or operate its assets and properties and to carry
on the business as contemplated hereunder, and (ii) enter into and perform its obligations under this Agreement and to carry out the
transactions contemplated hereby, including the ownership of interests in oil and gas leases.
11.
Emerald’s Representations and Warranties. Each Emerald entity represents and warrants the following:
(a)
They are acquiring the Yates Interests for its own account for use in its trade or business, and not with a view
toward or for sale in connection with any distribution thereof, nor with any present intention of making a distribution thereof within the
meaning of the Securities Act of 1933, as amended.
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(b)
They each are sophisticated in the evaluation, purchase, operation and ownership of oil and gas properties. In
making its decision to enter into this Agreement and to consummate the transaction contemplated herein, they have or will rely solely on
their own independent investigation and evaluation of the Yates Interests, and they have and will satisfy themselves as to the physical
condition and the environmental condition of the Yates Interests.
12.
Access to Data and Records. The consummation of the transactions contemplated by this Agreement is subject to the
review and approval of title and due diligence, subject to the provisions of paragraphs 13 and 14 below. As soon as practicable after this
Agreement is executed by the Parties, Yates agrees to provide Emerald access, at Yates’ offices during normal business hours, to inspect
and copy all of Yates’ original physical copies of the Yates Leases and Yates Wells, any and all of the available supporting data, including,
but not limited to a copy of each oil and gas lease, paid draft and/or check, lease purchase report, title checks (run sheet and/or take-offs),
proof of payment on rental bearing leases, correspondence with any governmental agency or entity, right of way and surface use
agreements, contracts, abstract of title, title opinions and any other pertinent documents or information related to the Yates Interests and the
lands and depths to be assigned to Emerald (the “Data and Records”). Emerald has until 5:00 p.m. MDT on May 15, 2015 (the “Due
Diligence Period”) to perform due diligence related to the Yates Interests. During the Due Diligence Period any Lease Title Defects (as
defined below) discovered by Emerald shall be communicated to Yates, in accordance with the notice provisions herein provided, within
one Business Day of its discovery or shall be deemed forever waived.
13.
Lease Title Defects.
(a)
“Lease Title Defects” shall be defined as defects that would normally be considered by reasonable and prudent oil and gas
industry participants to (i) cause Emerald to receive less than the net acres and/or the net revenue interest in the Yates Leases set forth in
this Agreement as to the interests intended to be conveyed, (ii) subject, with regard to oil and gas leases covering fee minerals only,
Emerald to onerous or objectionable lease provisions that materially increase, or potentially materially increase, the Lease obligations, or
decrease, or potentially materially decrease, the rights and/or interests of Emerald. Emerald acknowledges that oil and gas leases covering
state and federal minerals subject a lessee to stringent conditions and stipulations, and Emerald agrees that no provision in a state or federal
lease will be considered a Lease Title Defect. Emerald further agrees that the gas purchase contract set forth in Exhibit D is not a Lease
Title Defect.
( b )
In the event any Lease Title Defect is not cured to the reasonable satisfaction of Emerald by the Closing Date, then
Emerald shall have the unilateral right to (i) extend the Closing Date for five (5) days in order to allow Yates additional time in which to
cure the Lease Title Defects to the reasonable satisfaction of Emerald; (ii) proceed with the Closing pursuant to a mutual agreement
between the Parties as to substitution of property for the interest affected by the Lease Title Defects; (iii) exclude from the Closing both the
interest affected by the Lease Title Defects and any additional acreage mutually agreed upon by the Parties and proceed with Closing on
the balance of the acreage; (iv) manage the Lease Title Defect pursuant to the provisions of paragraph 13(c) herein; or (v) terminate this
Agreement in accordance with the provisions of paragraph 14.
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(c)
In the event Emerald identifies one or more Lease Title Defect(s) that in its reasonable, good faith opinion, collectively
exceeds the value of $100,000, then Emerald may provide written notice of the Lease Title Defect(s) to Yates, and provide Yates a five day
period (the “Cure Period”) beginning on the first day after the end of the Due Diligence Period to (x) cure the Lease Title Defect(s), or (y)
advise Emerald that the Lease Title Defect(s) cannot be cured within the Cure Period. If Yates does not cure the Lease Title Defect(s)
within the Cure Period, for whatever reason, and there is no obligation for Yates to cure a Lease Title Defect in this Agreement, then the
Parties shall proceed as follows:
i.
If Yates, in its reasonable, good faith opinion, does not believe that the aggregate value of the Lease Title
Defect(s) exceeds $100,000, then the Parties shall agree to appoint and engage one title expert who is a title
attorney with at least ten years of title experience, who practices oil and gas law in the Permian Basin and is
licensed in New Mexico. The title expert (the “Title Expert”) will evaluate the Lease Title Defect(s) identified by
Emerald, and shall solicit a statement or report from each of Yates and Emerald regarding such Lease Title
Defect(s), and no Party will have any ex-parte communications with the Title Expert. The Title Expert will then
make a final determination regarding whether a Lease Title Defect(s) exists, and if so, then the Title Expert shall
determine the value of such Lease Title Defect(s) as follows:
A .
If the Lease Title Defect(s) is in the nature of a lien, contract, defect or identified claim, then the value
of the Lease Title Defect(s) shall be equal to the amount required to fully discharge the lien, remedy the
contract/defect and/or identified claim;
B.
In the event Yates owns only record title and no operating rights in a Yates Lease, then the value of the
Lease Title Defect(s) shall be seven thousand dollars ($7,000) multiplied by the number of Net Mineral
Acres represented on Exhibit A for such Lease; and
C.
If the Lease Title Defect(s) is a discrepancy between Yates’ actual Net Mineral Acres for any Lease and
the net mineral acres attributed to the Lease on Exhibit A, then the value shall be seven thousand dollars
($7,000) multiplied by the difference in the Net Mineral Acres.
The Title Expert’s determination regarding the existence and value of the Lease Title Defect shall serve as a final
decision, and each of Yates and Emerald hereby agree to be bound by the decision of the Title Expert. If the Title
Expert determines that the value of the Lease Title Defect(s) does not exceed $100,000, and the Lease Title
Defect(s) do not exceed the 5% Limitation (defined below), then the Parties will proceed to close the transaction
without any adjustment, and Emerald will pay the costs and fees of the Title Expert.
ii.
If the Title Expert determines that the value of the Lease Title Defect(s) exceeds $100,000, and the Lease Title
Defect(s) does not exceed the 5% Limitation, then the Parties shall proceed to close the transaction, and the Net
Purchase Price to be paid by Emerald shall be appropriately reduced, and Yates shall pay the costs and fees of the
Title Expert.
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iii.
Notwithstanding the foregoing, in the event a Title Expert is retained pursuant to this paragraph 13(c), then the
aggregate value of any Lease Title Defect(s) quantified by the Title Expert shall be offset by any title benefit
discovered in the due diligence process and received by Emerald at the Closing.
(d)
In the event Emerald identifies any Lease Title Defect(s) on acreage that exceeds five percent (5%) of the Net Mineral
Acres in the Yates Leases to be conveyed to Emerald pursuant to the terms of this Agreement (the “ 5% Limitation”), then Emerald shall
elect, in its sole and absolute discretion, to either (a) terminate this Agreement in accordance with paragraph 14, or (b) waive sufficient
Lease Title Defect(s) so that the Lease Title Defects do not exceed the 5% Limitation and proceed to Closing.
14.
Termination. Emerald and Yates agree that Emerald may terminate this Agreement if the aggregate sum of the uncured
and unwaived Lease Title Defects exceed the 5% Limitation, in which case the provisions of paragraph 6 above shall apply.
15.
Allocation of Liabilities.
(a)
Emerald agrees to assume, pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and
obligations accruing or relating to the Yates Interests and release Yates from all losses (including civil fines, penalties, costs of remediation
and expenses for the modification, repair or replacement of facilities on the lands) brought or assessed by any and all persons, including any
government entity, as a result of any damage to, destruction or loss of property, and any damage (environmental or otherwise) to natural
resources (including soil, air, surface water or groundwater) to the extent it is directly or indirectly caused by or involves any condition of
the Yates Interests, created or attributable to periods of time from and after the Effective Date, including the presence, disposal or release of
any hazardous material of any kind from the Yates Interests; and
(b)
Yates agrees to retain, pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations
accruing or relating to the Yates Interests and release Emerald from all losses (including civil fines, penalties, costs of remediation and
expenses for the modification, repair or replacement of facilities on the Yates Interests) brought or assessed by any and all persons,
including any government entity, as a result of any damage to, destruction or loss of property, and any damage (environmental or otherwise)
to natural resources (including soil, air, surface water or groundwater) to the extent it is directly or indirectly caused by or involves any
condition of the Yates Interests, created or attributable to periods of time prior to the Effective Date, including the presence, disposal or
release of any hazardous material of any kind from the Yates Interests.
16.
Nature of the Yates Leases . Although one or more of the Leases may be producing and held by production, the lands
and/or depths to be assigned are not producing. The Parties recognize that the Yates Wells conveyed to Emerald in this Agreement and as
set forth on Exhibit B are not completed oil and gas wells, but rather are only spudded wells on which spudder operations have begun and
are continuing. This Agreement does not convey, and the Yates Wells do not constitute, producing oil and gas wells, oil and gas production,
significant equipment and fixtures, or other property normally associated with a producing oil and gas property.
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1 7 .
Commencement of Drilling. Emerald shall commence or continue drilling on the Yates Leases as soon as is
commercially practicable but in compliance with the time frames of the applicable Lease terms to perpetuate the Yates Leases. Emerald
acknowledges that several of the Yates Leases from the State of New Mexico require operations every twenty days to perpetuate the leases
pursuant to the Lease terms and a letter from the Commissioner of Public Lands for the State of New Mexico dated April 23, 2015, a copy
of which is attached as Exhibit E. Since more than twenty days will elapse between the Effective Date and Closing, the Parties recognize
YPC will have to engage in some spudding operations on several of the Yates Leases. YPC will advise Emerald at least two Business Days
in advance of such operations and will copy Emerald with any and all reports, statements and invoices that result from such operations.
Emerald shall reimburse Yates for the costs of such operations as provided in paragraph 21 below.
1 8 .
Operator Status. YPC shall execute a Form C-145 Change of Operator form in accordance with New Mexico Oil
Conservation Division regulations, as well as any other federal, state or regulatory forms, that will designate and appoint Emerald as
operator of record of the Yates Wells. Additionally, Yates shall use its best efforts to persuade all non-operators under the appropriate
operating agreements to elect Emerald as the successor operator for Yates Leases on which YPC (or its affiliates) is the current operator.
Yates makes no representation as to whether Emerald will be recognized as operator of any of the Yates Leases.
19.
Qualified Operator Status. No later than the Closing Date, Emerald shall provide proof that it is a qualified operator in
accordance with the rules of the New Mexico Oil Conservation Division.
20.
Indemnity. Each Party shall, from and after the Closing, indemnify and hold harmless the other Party and its current and
former affiliates, and each of their respective officers, directors, employees, agents, advisors and other representatives and their successors
and assigns (each an “Indemnified Party”) from and against any and all losses arising from, based upon, related to or associated with the
liabilities assumed by each Party in paragraph 15 (each an “Indemnified Claim”). THE INDEMNITIES SET FORTH IN THIS
AGREEMENT APPLY REGARDLESS OF WHETHER: (I) THE INDEMNIFIED PARTY (OR ITS EMPLOYEES, AGENTS,
CONTRACTORS OF ANY TIER, SUCCESSORS OR ASSIGNS) CAUSES, IN WHOLE OR PART, AN INDEMNIFIED CLAIM; (II)
AN INDEMNIFIED CLAIM ARISES OUT OF OR RESULTS FROM THE INDEMNIFIED PARTY’S (OR ITS EMPLOYEES,
AGENTS, CONTRACTORS OF ANY TIER, SUCCESSORS OR ASSIGNS) SOLE OR CONCURRENT NEGLIGENCE, (III) THE
INDEMNIFIED PARTY (OR ITS EMPLOYEES, AGENTS, CONT`RACTORS OF ANY TIER, SUCCESSORS OR ASSIGNS) IS
DEEMED TO BE STRICTLY LIABLE, IN WHOLE OR IN PART, FOR AN INDEMNIFIED CLAIM; OR (IV) ANY PART OF AN
INDEMNIFIED CLAIM IS THE RESULT OF THE IMPOSITION OF PUNITIVE DAMAGES. ALL INDEMNITIES SET FORTH IN
THIS AGREEMENT EXTEND TO THE OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES OF AN INDEMNIFIED
PARTY, AND COVER THE ACTS AND OMISSIONS OF THE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OF ANY
TIER, SUCCESSORS AND ASSIGNS OF AN INDEMNIFIED PARTY. NOTWITHSTANDING THE FOREGOING, THE
INDEMNITIES SET FORTH IN THIS AGREEMENT SHALL NOT APPLY IN THE CASE OF LOSSES DIRECTLY RESULTING
FROM AN INDEMNIFIED PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
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21.
Annual Rentals and Reimbursements.
( a )
Annual rentals on the State of New Mexico oil and gas leases are due every anniversary date regardless of
production and annual delay rentals on United States oil and gas leases are due during the primary term and subsequent extended
terms of years. In addition, federal and state rights-of-way may include the requirement to make annual or periodic payments to
perpetuate the right-of-way. For purposes of allocating the costs of such rental payments, YPC will make such payments for any
rental payment due and owing on any of the Yates Leases whose anniversary date or rental payment date is on or before July 1,
2015, but as to rentals due after July 1, 2015, Yates, and each of them, shall not be liable for any failure if such payments are not
actually made. YPC will copy Emerald with any correspondence and photocopy of the check for rentals paid after the closing date
on the Yates Leases. Emerald shall reimburse Sellers for that portion of any rental payment or other periodic payments made on the
State of New Mexico and/or Federal oil and gas leases and rights-of-way pertaining to the Yates Leases for that portion of the
payment that is applicable to each month beginning May 1, 2015, and thereafter. For example, if Sellers paid $120 in annual rental
for a State lease for the period from February 1, 2015 to January 31, 2016, then Emerald will reimburse Sellers $90 ($120 x 9/12).
(b)
YPC shall engage in necessary spudder operations on those State of New Mexico oil and gas leases that require
such operations to perpetuate the Leases in accordance with paragraph 17 above and Emerald will reimburse YPC for the costs it
incurs in performing such operations occurring after the Effective Date and before Closing. YPC shall submit to Emerald copies of
all statements and invoices and a copy of its check or other evidence of payment of such statement and/or invoice. Emerald will
reimburse YPC within 15 Business Days of receipt of the copies. Emerald agrees that such spudder operations after the Effective
Date are specifically included within the application of paragraph 15 (a) above.
22.
Disclaimer – Representations and Warranties . Emerald acknowledges and agrees that the Yates Interests are being
assigned from Sellers to Emerald “AS-IS, WHERE-IS”, and with all faults in their present condition and state of repair, without recourse.
Except as expressly set forth in this Agreement, Sellers hereby disclaim any and all representations and warranties concerning the Yates
Leases, express, statutory, implied, or otherwise, including without limitation, any warranty of title, the quality of hydrocarbon reserves,
the quantity of hydrocarbon reserves, future commodity prices, condition (physical or environmental), compliance with applicable Laws,
absence of defects (latent or patent), safety, state of repair, merchantability or fitness for a particular purpose, and Emerald expressly
releases Sellers from the same.
23.
Disclaimer – Statements and Information. Except as expressly set forth in this Agreement, Sellers disclaim any and all
liability and responsibility for and associated with the quality, accuracy, completeness or materiality of the data, information and materials
furnished, whether orally or in writing, at any time to Emerald, its officers, agents, employees and Affiliates in connection with the
transaction contemplated herein and Emerald expressly releases Sellers from the same.
24.
Further Assurances. From and after the Closing, at the request of Emerald but without further consideration, Yates will
execute and deliver, or use reasonable efforts to cause to be executed and delivered, such other instruments of conveyance and take such
other actions as Emerald reasonably may request to more effectively put Emerald in possession of any property or assets which the Parties
intended to be conveyed to Emerald, and to transfer the operations and management of the Yates Interests to Emerald. In connection with
these efforts, Yates shall deliver to Emerald original or copies of all Data and Records after the Closing Date, but in any case no later than
June 5, 2015. Yates, at their discretion, may keep a photocopy of the file, if Yates delivers the original file.
8
2 5 .
Hazardous Substances. The Parties acknowledge that the Yates Leases may contain NORM or other potentiallyhazardous substances, and that special procedures may be required for the assessment, remediation, removal, transportation, or disposal of
said NORM or other potentially-hazardous substances.
26.
Gas Purchase Contract. The gas purchase contract identified on Exhibit D burdens one or more of the Yates Leases.
Emerald acknowledges that, unless it either secures a release of the contract or negotiates a substitute contract with the current gas
purchaser, Emerald will take the Yates Leases subject to the gas purchase contract.
27.
Entire Agreement. This Agreement states the entire agreement between the Parties and may be supplemented, altered,
amended, modified or revoked by writing only, signed by both Parties.
28.
Non-Foreign certification. At Closing, Yates and Emerald shall each execute a certification of non-foreign status, in the
form prescribed by Treasury Regulation Section 1.1445-2(b)(2), in form and substance substantially similar to that set forth on Exhibit H.
29.
Survival. The representations and warranties contained in this Agreement shall survive the Closing and remain in full
force and effect until November 22, 2015 at 5:00 p.m. MST, at which time they shall terminate. The covenants and performance obligations
contained in this Agreement that contemplate performance after the Closing shall survive the Closing and shall continue until all
obligations with respect thereto shall have been performed or satisfied or shall have been terminated in accordance with their terms, but in
any event such covenants and obligations shall terminate on November 22, 2015 at 5:00 p.m. MST.
30.
Non-disclosure and Confidentiality. Except and as and to the extent required by law, neither Emerald nor Yates will
make, directly or indirectly, any public comment, statement, or communication with respect to, or otherwise disclose or permit the
disclosure of the existence of discussions regarding, a transaction between the Parties or any of the terms, conditions, or other aspects of
this Agreement or the transaction contemplated thereby, without the prior written consent of the other. The Parties acknowledge that agree
that all information, data, agreements, and other materials, whether provided in writing, orally, or electronically, shall be subject to that
certain confidentiality agreement dated March 10, 2015.
31.
Section 1031 Exchange. Sellers and Emerald hereby agree that each shall have the right at any time prior to Closing to
assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k) of the
Treasury Regulations) to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a
like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended; provided, the foregoing shall be without
cost or liability to the other Parties, and each Party shall remain fully responsible and liable for all of its obligations and covenants under
this Agreement.
32.
No Third-Party Beneficiaries. Nothing contained in this Agreement shall entitle anyone other than Sellers or Emerald,
or their authorized successors and assigns, to any claim, cause of action, remedy or right of any kind whatsoever.
9
3 3 .
No Joint Representations and Warranties . All representations and warranties are made by each of the Sellers
individually as to their respective interests in the Yates Leases and not by the Sellers jointly.
34.
Separate Agreement. All Sellers do not own an interest in all of the Yates Leases listed on Exhibit A to this Agreement
and therefore this Agreement shall be treated as a separate and distinct Agreement between each Seller and Emerald.
35.
legal holidays.
Business Day. As used in this Agreement, the term “Business Day” means a day excluding Saturdays, Sundays, and U.S.
3 6 .
Expenses. Parties shall be solely responsible for their own expenses incurred in connection with transactions
contemplated in this Agreement, including but not limited to legal, accounting, and investment banking fees incurred.
37.
Incorporation of Exhibits. All of the Exhibits referenced in this Agreement are attached hereto and incorporated herein
by such reference. The terms and conditions contained herein shall be binding upon and inure to the benefit of Emerald and Yates and their
respective successors and assigns.
38.
No Partnership Created. It is neither the purpose nor the intent of this Agreement to create, and this Agreement shall not
be construed as creating, a joint venture, partnership, or other type of association. The Sellers are not authorized to act as agent or principal
for Emerald and Emerald is not authorized to act as agent or principal for Sellers, or any of them, with respect to any matter related hereto,
except as specifically provided in this Agreement.
39.
Notices. All notices and communications required or permitted under this Agreement shall be in writing and addressed as
follows:
Sellers:
Yates Petroleum Corporation
c/o Chuck Moran, Chief Landman
105 South Fourth Street
Artesia, NM, 88210-2118
Fax No.: 575-748-4572
Buyer:
Emerald Oil, Inc.
1600 Broadway, Suite 1360
Denver, CO, 80202
Attention: James Muchmore
Fax No.: 303-595-5601
Each party may after closing provide a change of address for notice purposes.
40.
Execution in Counterparts. This Agreement may be executed in any number of counterparts, which taken together shall
constitute one instrument and each of which shall be considered an original. Fax or PDF signatures shall be considered binding.
41.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of New
Mexico, notwithstanding conflicts of law provisions.
10
[Signature pages to follow]
11
Each of the Parties hereto evidence its agreement to the terms and conditions of this Agreement by executing it in the space below,
effective as of the Effective Date set forth above.
SELLERS:
Yates Petroleum Corporation
Abo Petroleum Corporation
By:
Name:
Title:
Date: _____________________, 2015
By:
Name:
Title:
Date: _____________________, 2015
Myco Industries, Inc.
Sharbro Energy, LLC
By:
Name:
Title:
Date: _____________________, 2015
By:
Name:
Title:
Date: _____________________, 2015
Yates Industries, LLC
John A. Yates, individually and as Trustee of Trust Q under
the will of Peggy A. Yates, Deceased
By:
Name:
Title:
Date: _____________________, 2015
Date: _____________________, 2015
Santo Legado LLLP
Petro Quatro LLC
By:
Name:
Title:
Date: _____________________, 2015
By:
Name:
Title:
Date: _____________________, 2015
12
BUYERS:
Emerald Oil, Inc.
Emerald DB, LLC
By:
Name: McAndrew A. Rudisill
Title: President & Chief Executive Officer
Date: _____________________, 2015
By:
Its:
Emerald Oil, Inc.
Sole Member
By:
Name: McAndrew A. Rudisill
Title: President & Chief Executive Officer
Date: _____________________, 2015
13
Exhibit A:
Yates Oil and Gas Leases
14
Exhibit B-1:
Wells and any equipment related solely to such wells and including all of the personal property, equipment, fixtures and improvements in
connection therewith.
15
Exhibit B-2:
Surface Agreements including Rights of Way, Easements, Permits and Surface Leases
16
Exhibit C:
Assignment Form
17
Exhibit D:
January 1, 2015 Gas Purchase Agreement by and Between Yates Petroleum Company and Agave Energy Company
18
Exhibit E:
Correspondence with the Commissioner of Public Lands for the State of New Mexico and/or the NM Oil Conservation Division regarding
the status/operation of the leases and wells.
19
Exhibit F:
Permitted Encumberances
20
Exhibit G:
Operating Agreements, Mortgages and Contracts
21
Exhibit H:
Certification of Non-Foreign Status
22
Exhibit 99.1
Emerald Oil Enters into Definitive Agreement to Acquire Core Delaware Basin Acreage;
Increases 2015 Production and Capex Guidance
DENVER, CO – May 11, 2015 -- Emerald Oil, Inc. (NYSE MKT: EOX) ("Emerald" or the "Company") today announced that it has
entered into a definitive agreement with undisclosed sellers to acquire core Delaware Basin acreage in Lea and Eddy Counties, New
Mexico. The total purchase price for the asset package is approximately $75.2 million in cash, and the acquisition is expected to close at
the end of May 2015.
Acquisition of Delaware Basin Properties and Updated Guidance
·
·
Approximately 10,746 net acres (80% working interest; 100% operated) in Lea and Eddy Counties, New Mexico;
Multi-stacked, oil-weighted pay zones which are prospective for the Avalon shale, Bone Spring sand and Wolfcamp shale;
·
Approximately 400 potential drilling locations in the Avalon shale, 1st, 2nd & 3rd Bone Spring sand, and Wolfcamp shale, with
additional development potential through downspacing and delineating other horizontal zones;
·
Delaware Basin assets can deliver returns above the cost of capital at existing commodity prices;
·
Acreage has de-risked drilling inventory with attractive economics based on extensive production data from offset operators,
including EOG Resources, Inc., Cimarex Energy, Co., Concho Resources Inc., and Matador Resources Company;
·
Plan to drill 5 net Delaware Basin wells for $33-$38 million in the remainder of 2015;
·
Ready access to midstream and transportation infrastructure;
·
Increasing Q4:2015 production guidance range from 4,000 – 4,300 Boe/d to 4,600 – 4,900 Boe/d;
·
For additional details, please see our updated corporate presentation at www.emeraldoil.com.
Property Overview
Note: Dark green shaded area on map represents target assets.
Updated 2015 Production and CAPEX Guidance
Assumes Emerald’s variable one rig program for 2015 in the Williston Basin, and the addition of one operated rig beginning operations in
the Delaware Basin in the third quarter of 2015. Incremental production guidance for Delaware Basin assets based on the Company’s
analysis of offset operator production results as well as available geologic data.
1Q 2015 Average
2Q 2015 Average
3Q 2015 Average
4Q 2015 Average
2015 Average
Estimated year over year average production growth
2015 Williston Basin Drilling & Completion Budget
2015 Delaware Basin Drilling & Completion Budget
2015 Land Budget
Net Operated Well Count*
Previous Boe/d Range
Low End
High End
4,000
4,300
4,500
4,800
4,300
4,600
4,000
4,300
4,200
18%
4,500
27%
Updated Boe/d Range
Low End
High End
4,000
4,300
4,500
4,800
4,300
4,600
4,600
4,900
4,350
23%
4,650
31%
2015 Capital Expenditures Range ($mm)
Previous Range
Updated Range
Low End
High End
Low End
High End
$
62 $
81 $
52 $
71
N/A
N/A $
33 $
38
$
1 $
5 $
1 $
5
6.5*
8.5*
11.5*
13.5*
*Includes 5 net wells in the Delaware Basin, and 5 drilled and completed wells and the completion of 8 previously drilled wells in the
Williston Basin
Financing
Emerald is currently evaluating multiple financing options including public and private debt and equity to fund the acquisition and
associated increases in capital expenditures. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities.
About Emerald
Emerald is an independent exploration and production operator that is focused on acquiring acreage and developing wells in the Delaware
Basin of New Mexico and the Williston Basin of North Dakota and Montana, targeting the Avalon shale, Bone Spring sand and Wolfcamp
shale in the Delaware Basin and the Bakken and Three Forks shale oil formations and Pronghorn sand oil formation in the Williston Basin.
Emerald is based in Denver, Colorado. More information about Emerald can be found at www.emeraldoil.com.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of the securities laws. All statements other than
statements of historical facts included herein may constitute forward-looking statements. Forward-looking statements in this document
may include statements regarding the Company’s expectations regarding the Company’s operational, exploration and development plans;
expectations regarding the nature and amount of the Company’s reserves; and expectations regarding production, revenues, cash flows and
recoveries. When used in this press release, the words "will," "potential," "believe," "estimate," "intend," "expect," "may," "should,"
"anticipate," "could," "plan," "predict," "project," "profile," "model," or their negatives, other similar expressions or the statements that
include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such
identifying words. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control
of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to, fluctuations in oil and natural gas prices,
uncertainties inherent in estimating quantities of oil and natural gas reserves and projecting future rates of production and timing of
development activities, competition, operating risks, acquisition risks, liquidity and capital requirements, the effects of governmental
regulation, adverse changes in the market for the Company’s oil and natural gas production, dependence upon third-party vendors, and
other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission.
Corporate Contact:
Emerald Oil, Inc.
Mitch Ayer
Vice President- Finance & Investor Relations
(303) 595-5600
info@emeraldoil.com
www.emeraldoil.com
Exhibit 99.2
Corporate Presentation May 2015
1 Forward Looking Statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this presentation that address activities, events or develo pme nts that Emerald Oil, Inc. (the “Company”) expects, believe or anticipates will or may occur in the future are forward - looking statements. The words “believe,” “expect,” “may,” “estimates,” “will,” “anticipate,” “plan,” “intend,” “foresee,” “should,”“would,” “could,” or other similar expressions are intended to identify forward - looking statements, which generally are not hist orical in nature. However, the absence of these words does not mean that the statements are not forward - looking. Without limiting the generality of the foregoing, forward - looking stateme nts contained in this presentation specifically include theexpectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including as to th e Company’s drilling program, production, hedging activities,capital expenditure levels, capitalization and liquidity levels and other guidance included in this presentation.These stat eme nts are based on certain assumptions made by the Company based on management’s expectations and perception of historical trends, current conditions, anticipated future developments a ndother factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which m aycause actual results to differ materially from those impliedor
expressed by the forward - looking statements. These include the factors discussed or referenced in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Forms 10 - K, 10 - Q and8 - K, offering memorandum related to this offering, risk relating to financial performance and results, current economic conditions and resulting capital restr ain ts,prices and demand for oil and natural gas, availability of drilling equipment and personnel, availability of sufficient capit al to execute the Company’s business plan, impact of compliance with legislation and regulations, successful results from the Company’s identified drilling locations, the Company’s ability to replace reserves and efficiently develop and exploit its current reserves and other important factors that could cause actual results to differ materially from those projected. Any forward - looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligatio n to correct or update any forward - looking statement,whether as a result of new information, future events or otherwise, except as required by applicable law. The SEC generally permits oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are reserve es timates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating condi tio ns and certain probable and possible reserves that meet theSEC’s definitions for such terms.In this presentation the term “EUR” (estimated ultimate recovery) is used to provide estimates of potential recoverably hydrocar bon s based on
NSAI’sestimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additio nal drilling or recovery techniques. These quantities do notconstitute “reserves” within the meaning of the Society of Petroleum Engineer’s Petroleum Resource Management System or SEC r ule s. These estimates are by theirnature speculative, and, accordingly, are subject to risk of not being actually realized by the Company. In this presentation, “drilling locations” represent the number of locat ion s that the Company currently estimates could potentially be drilled in a particular area given estimated well spacing requirements applicable to that area . Locations drilled and quantities that may be ultimately recovered from the Company’s interests will differ substantially. There is no commitment by the Company to drill all of thedri lling locations that have been attributed to these quantities. Factors affecting ultimate recovery include the scope of the Company’s ongoing drilling program, which will be directly affec ted by the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory app rovals and other factors; and actual drilling results, including geological and mechanical factors affecting recovery rates. The Company’s production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases. The presentation contains the Company’s
estimated 2015production, capital expenditures, expenses and other matters. The actual levels of production, capital expenditures and expen ses may be higher or lower than these estimates due to, among other things, uncertainty in drilling schedules, changes in marketdem and and unanticipated delays in production. These estimates are based on numerous assumptions, including assumptions related to number of wells drilled, average spud to releas e t imes, rig count, and production rates for wells placed on production. All or any of these assumptions may not prove to be accurate, which could result in actual results differing mate ria lly from estimates. If any of the rigs currently being utilizedbecomes unavailable for any reason, and the Company is not able to secure a replacement on a timely basis, we may not be able to drill, complete and place on production the expected number of wells. Similarly, average spud to release times may not be maintained in 2015. No assurance can be made that new wells will produce in line with historic performance, or that existing wells will continue to produce in line with expectations. Our ability to finance our 2015capital budget is subject to numerous risks and uncertainties, including volatility in commodity prices and the potential for unanticipated increases in costs associated with drilling, production and transportation. In add iti on, our production estimate assumes there will not be any new federal, state or local regulation of portions of the energy industry in which we operate, or an interpretation of existing r egu lation, that will be materially adverse to our business. Foradditional discussion of the factors that may cause us
not to achieve our2015production estimates, see “Risk Factors” in the Offering Circular. We do not undertake any obligation to release publicly the results of any future revisions we may make to this prospective data or to update this prospective data to refle ctevents or circumstances after the date of the Prospectus.Therefore, you are cautioned not to place undue reliance on this information.
Investment Highlights ▪ ~ 10,700 net acres (~100% operated) in the Delaware and ~122,000 net acres (~80% operated) in the Williston ▪ Delaware assets deliver returns well above the cost of capital under existing commodityprices ▪ Bakken acreage largely HBP; operational capability to acceleratedrilling under favorable commodity prices 2 ▪ ~ 400 (2) locations in the Delaware and ~890 locations in our existing assets intheBakken ▪ Additionalupside existsin Target Assets through downspacing and delineating otherzones ▪ The Delaware Basin properties (the “Target Assets”) have de - risked drilling inventory with attractive economicsin Lea and Eddy Counties based on extensive data from offset operators ▪ Multi - stack, oil weighted pay zones which we believe are prospective for Avalon, BoneSpring and Wolfcampformations ▪ Ready access to infrastructure ▪ Capital will be deployed to the highest return projects ▪ Engages in active hedging to provide certainty of cash flows ▪ Senior operating team members have held positions with major oil and gas companies, including Noble Energy, Exxon,Kodiak and Whiting ▪ Operations team has managed large scale drilling programs and has operational experience in other resource plays Experienced management, operational and technical team Sound financial strategy and flexibility Target Assets have an attractive Delaware Basin position Large inventory of drillinglocations implying multi - year runningroom (1) Attractive positions in twopremier U.S. oil plays (1) ▪ Consistently met productionguidance ▪ H igh growth in production and proved reserves; 2010 - 2014 CAGR of 211% for production and 185% for reserves ▪
Average production ofall of our Middle Bakken wells track well aboveour type curve for wells in the MiddleBakken ▪ Williston Basin D&C cost reduced 38% from 4q12through4q14 ; drilling days reduced 47% from 4q12 through 4q14Track record of successful execution (1 ) Upon closing of acquisition of the Target Assets. (2 ) Basedon our estimates using data from offset operators, on horizontal development employing lateral drilling lengths of 5,000 feet , 160 acre spacing for Avalon, 1 st , 2 nd and 3 rd Bone Spring and Upper Wolfcamp and 320 acre spacing for Middle and Lower Wolfcamp.
3 EOX Overview (1) Key Highlights Leasehold Position – Williston Basin Leasehold Position – Delaware Basin Target Assets ▪ Delaware Basin Target Assets (Bone Spring & Wolfcamp oil plays) : ~ 10 , 746 net acres, 100 % operated ▪ Williston Basin (Bakken & Three Forks oil play) : ~ 122 , 000 net acres, ~ 80 % operated ▪ Pro forma drilling inventory : ( 401 ) Delaware Basin, ( 890 ) Williston Basin ▪ Q 1 2015 average production rate of Williston Basin assets : 4 , 715 Boe/d (1 ) Assumesconsummation of Target Assets acquisition.
Attractive Delaware Position (1) 4 (1 ) Assumesconsummation of Target Assets acquisition.
5 ▪ Acquiring 12,900 gross (10,746 net) acres − 100 % operated, 80% WI, 80% NRI − Purchaseprice:~$75million @ ~$7,000 /acre − Acquisition internally sourced − Expected close on or before 5/31/2015 ▪ DiversifiesEOX’s asset base fromBakken to Delaware − Provides EOX an entry into the Delaware Basin with what we believe includes ample drilling inventory ▪ We believe that Delaware economics achieved by offset operators support near term development − Well delineated offset acreage with established results and competitive breakeven economics at low commodity prices − One rig will drill 24 gross wells over the next 18 - 24 months (1) ▪ We believe the Target Assets include morethan 400 (2) potential locations − Multi - stacked, oil weighted pay which we believe is prospective for Avalon, 1 st , 2 nd , 3 rd Bone Spring and Wolfcamp (X/Y, A - D ) − 154 2 nd & 3 rd Bone Spring drilling locations − We believe the Avalon , 1 st Bone Spring and Wolfcampformations provide additional upside based on data reported from offset operators ▪ Ready access to midstream and transportation infrastructure Delaware Basin Acquisition Overview Leasehold Position – Delaware Basin Acquisition Overview (1 ) Based on our projected D&C budget for the Target Assets . (2 ) Internalestimates which are based on horizontal development employing lateral drilling lengths of 5,000 feet and 160 acre spacing for Av alon, 1 st , 2 nd and 3 rd Bone Spring and UpperWolfcamp and 320 acre spacing for Middle and Lower Wolfcamp
6 Acreage in the Core of the Delaware Basin MATADOR RESOURCES RANGER 33 STATE COM 1H 2 ND BONE SPRING10/21/2013 CUM. BOE 180 = 82,703 (1) CAZA OPERATING GRAMMA 27 STATE 1H 3 rd BONE SPRING 5/24/2014 CUM. BOE180 = 81,260 (1) MEWBOURNE OIL CABRA LOCA 11 B3OB STATE 1H 3 rd BONE SPRING 12/1/2014 CUM. BOE90 = 81,795 (1) CONCHO OIL & GAS BEN LILLY 2 STATE COM 4H 3 rd BONE SPRING 4/25/2014 CUM. BOE180 = 134,239 (1) EOG RESOURCES JOLLY ROGER 16 STATE 1H 2 nd BONE SPRING7/1/2014 CUM. BOE 180 = 119,326 (1) CONCHO OIL & GAS DOS ABULESO FEE 1H 2 nd BONE SPRING5/20/2014 CUM. BOE 180 = 107,379 (1) CONCHO OIL & GAS AIRBONITA 12 FEDERAL COM 1H 3 rd BONE SPRING 2/2/2014 CUM. BOE 180 = 70,676 (1) CONCHO RESOURCES CIMAREX ENERGY EOG RESOURCES DEVON ENERGY MATADOR RESOURCES MEWBOURNE OIL EMERALD ACQUISITION Source : IHS. Note: Dates represent date of first production. (1 ) Production results for selected wells not intended to be representative of potential production from wells we intend to drill in the tar get acreage or of any particular location in such acreage.
7 Target Assets Acreage in the Core of the Delaware Basin Source: Chevron November 11, 2014 investor presentation; Cimarex April 21, 2015 investor presentation ; Concho March 2015 investor presentation; Matador April 2015 investor presentation; Occidental November 13 - 14 2014 investor presentation. Emerald Chevron Cimarex Concho Matador Occidental
Relative Positioning of Target Assets within the Delaware Basin Delaware Basin – Zone Map Delaware Basin – Performance of Offset Operators (1) Delaware Basin Bone Spring Wolfcamp 700+ 550 - 699 400 - 549 250 - 399 <249 Peak Boe/d Gas Weighted Area Oil Weighted Area Wolfcamp Bone Spring EOX acreage Source : HPDI . (1 ) Horizontal wells with a first production date between 1/1/2012 - 12/1/2015. Data shown using an 6:1 gas to oil conversion ratio. Includeswells reported as producing from Trend Area, Wolfcamp, and Bone Spring horizons. 8
8 36 73 64 151 373 619 826 968 2006 2007 2008 2009 2010 2011 2012 2013 2014 N Bone Spring N Wolfcamp S Bone Spring S Wolfcamp Delineation of the Delaware Basin ▪ Operators in the Basin target liquids - weighted Bone Spring and Wolfcamp intervals ▪ Based on available geologic data and the results of offsetoperators, we believe that Delaware Basin Bone Spring / Wolfcamphorizons represent thousands of feet of productive intervals across multiplebenches ▪ Basin development is focused aroundover pressured reservoir. Gas drive, based on offset operators’ reported results,enhances EUR and provides superior economics ▪ Early development focusedin New Mexico inthe Bone Spring formation ▪ Play is now rapidly expanding Horizontal Well Count by Year (1) New Wells Drilled 1H 2013 to Present (1) Delaware Basin Wolfcamp overpressure zone 2H 2014 1H 2014 2H 2013 1H 2013 EOX acreage (1) HPDI . 9
0 10 20 30 40 50 60 0 200 400 600 800 1,000 1,200 1,400 1,600 3 mos prod (Mmboe) Wells oldest to newest N Delaware N Midland Delaware Basin at an Inflection P oint ▪ Production curveshows upward EUR improvement and positive rate of change across Delaware and northern Midland Basins ▪ Basedon the results of offset operators, we believe the Bone Spring / Wolfcamp horizons in northern Delaware Basin generate implied similar EUR results tothe Midland Basin Wolfcamp wells while historicallydrilling shorter laterals ▪ Thenorthern Delaware Basinhas similar geologyas theMidland Basin with the additional benefit of higher pressures at deeper depths ▪ Comparative analysis of the D&C design across Midland Basin and Delaware Basin indicate that longer laterals and greater number of frac stages are yet to be deployed in the Delaware Basin providing potential catalysts for EUR growth and incremental economics 3 Month Production Curve by Basin / H orizon 2012+ Source: HPDI . Note: Horizontal wells producing from Bone Spring, Wolfcamp and Trend Area horizons. Progression Chart 51 52 61 72 87 15 33 47 53 73 2010 2011 2012 2013 2014 Average 6 month cumulative production (Mboe) N Delaware N Midland N Delaware N Midland Point ofinflection 10
No. Operator Well name County 24 hr IP (Boe/d) 30-day IP (Boe/d) 180-day IP (Boe/d) Interval Lateral (ft.) % oil 1 Fasken Oil & Ranch Quail 16 State 4H Lea 1,082 3 rd Bone Spring 4,309 81% 2 Legacy Reserves Hamon Fed. A 3H Lea 890 3 rdBone Spring 4,614 87% 3 Cimarex Hanson 26 Federal Com 4H Lea 1,435 3 rd Bone Spring 4,355 83% 4 Legacy Reserves Hamon Fed. A Com #1H Lea 649 1 st Bone Spring NA NA 5 Legacy Reserves Lea Unit #30 H Lea 887 3 rd Bone Spring 3,970 86% 6 Cimarex Lynch 23 #3H Lea 231 2 nd Bone Spring 5,783 85% 7 Cimarex Chief 30 St #4H Lea 932 2 ndBone Spring 4,596 89% 8 Mewbourne Oil Marathon Rd. 15 PA Federal Lea 1,288 3 rd Bone Spring NA 89% 9 Matador (HEYCO) CTA State Com 3H Eddy 992 2 nd Bone Spring NA 84% 10 Matador (HEYCO) CTA State Com 4H Eddy 1,063 2 nd Bone Spring NA 77% 11 Matador Tiger 14-24S-28E RB #224H Eddy 1,525 Wolfcamp B NA 43% 12 Concho Dos Abuleso Fee 1H Lea 597 2 ndBone Spring NA 93% 13 Concho Ben Lilly 2 State Com 4H Lea 746 3 rd Bone Spring NA 75% 14 Matador Ranger 33 State Com 1H Lea 459 2 nd Bone Spring 4,273 91% 15 Caza Operating Gramma 27 State 1H Lea 451 3 rdBone Spring NA 53% 16 Mewbourne Oil Cabra Loca 11 B3OB State 1H Lea 1,240 3 rdBone Spring NA 86% 17 EOG Resources Jolly Roger 16 State 1H Lea 663 2 nd Bone Spring NA 82% Acreage Largely De - risked via Offset Operator Activity Map of Recent Offset Wells Source: HPDI , Matador April 2015 investor presentation, Legacy Reserves April 2015 IPAA OGIS New York presentation. Note: Productionresults for selected wells
not intended to be representative of potential production from wells we intend to drill in the tar get acreage or of any particular location in such acreage. Selected Well Results Selected well EOX acreage 11
Multiple Zone Prospectivity Across Entire Position Cross section of Northern Delaware Basin highlighting thickness and consistency of Bone Spring & Wolfcamp zones Source : IHS and management estimates. (1 ) Productionresults for selected well not intended to be representative of potential production from wells we intend to drill in the targ et acreage or of any particular location in such acreage. 12 A A’ West East A A’ MATADOR RESOURCES RANGER 33 STATE COM 1H 2 ND BONE SPRING10/21/2013 BOE 180 = 82,703 Delaware Basin LeaseholdPosition
Multiple Zone Prospectivity Across Entire Position Cross section across Central Delaware Basin highlighting thickness and consistency of Bone Spring & Wolfcamp zones B B ’ West East B B’ MEWBOURNE OIL CABRA LOCA 11 B3OB STATE 1H 3 rd BONE SPRING 12/1/2014 BOE 90 = 81,795 (1) Delaware Basin Leasehold PositionSource : IHS and management estimates. (1 ) Production results for selected well not intended to be representative of potential production from wells we intend to drill in the targ et acreage or of any particular location in such acreage. 13
Acreage & Drilling Inventory – Delaware Basin Target Assets SpacingA ssumptions 660’ 2950’ 2860’ PERMIAN PENN. Gamma Ray System Formation 1 mile 3BSG 1BSC 2BSC 1BSG 2BSG 3BSC U. WFMP U. AVALON L. AVALON M . WFMP L . WFMP STRAWN Target Assets Locations by Bench (1) 16 401 77 77 77 154 Avalon 1st Bone Spring 2nd Bone Spring 3rd Bone Spring Wolfcamp (X/Y, A-D) Total Acreage by County (2) Total Acreage: 10,746 Lea County 96% Eddy County 4% (1 ) Company estimates assume 5,000 ft lateral length and 160 acre spacing for Avalon, 1st, 2nd and 3rd Bone Spring and Upper Wolfcamp and 320 acre spacing for Middle and Lower Wolfcamp. (2 ) Acreage information provided to us by the sellers of the Target Assets in the course of our due diligence with respect to the acquisi tio n and has not been independently verified. Downspacing Delineatingother zones 14
400 800 600 1,100MTDR LGCY Well Economics – Offset Operators EUR (1) IRR (2) Oil Price Sensitivities (3) ~55%~50% ~40% CXO MTDR LGCY 0 50 100 150 200 250 40 45 50 55 60 65 70 ROR, % Oil Price, $/Bbl Ranger 33 400 - 700 MBOE ROR vs Oil Price 700 MBOE, $7.5 MM D&C 700 MBOE, $6 MM D&C 400 MBOE, $7.5 MM D&C 400 MBOE, $6 MM D&C 0 50 100 150 200 250 40 45 50 55 60 65 70 ROR, % Oil Price, $/Bbl Rustler Breaks 2nd Bone Spring 400 - 700 MBOE ROR vs Oil Price 700 MBOE, $7.5 MM D&C 700 MBOE, $6 MM D&C 400 MBOE, $7.5 MM D&C 400 MBOE, $6 MM D&C (1 ) MTDR Ranger estimated EURs per April 2015 investor presentation; LGCY estimated EURs per April 2015 IPAA OGIS New York presentatio n. ( 2) CXOHoward Weill March 2015 presentation price deck of $60 oil / $3.50 natural gas; MTDR estimated IRR for 700 MBOE EUR type curv e w ith $7.5mm well cost and $50 oil and $4.00 gas per April 2015 investor presentation; Legacy estimated IRRbased on strip as of 4/20/2015 per April 2015 IPAA OGIS New York presentation. (3 ) MTDR oil price sensitivities for Ranger and Rustler Breaks areas per April 2015 investor presentation. (Mboe) EUR range 15
Infrastructure and Marketing Permian Basin Existing Refinery Holly Navajo Western Big Spring Borger Cushing Wichita Falls Longview Houston Corpus Christi Delaware Basin New Pipelines and Capacity Expansions Existing Pipelines WTG EOX acreage ▪ The Delaware Basin offers abundant access to both pipeline infrastructure and refineries 16
Operational Plan for Target Assets and Track Record of Success in Bakken 17
Operating Plan for Delaware Assets▪ Operations team built to operate multi - rig drilling program ▪ Emerald is currently establishing an operations base in Hobbs, New Mexico ▪ Seasoned EOX technical and operations team positioned to ramp up drilling program and fully develop asset ▪ Retention of key contract field operations personnel & 3 rd party vendors to maintain operational continuity Operational Continuityand Asset Development DevelopmentalM ap Experienced Operations Team ▪ Mike Dickinson– Chief Operating Officer – 20 years of industry experience ▪ Karl Osterbuhr – VP Exploration & Business Development – 20+ years of industry experience ▪ Brittany Rothe – Prospect Development Manager – 15 years of industry experience ▪ Dave Borowski– Senior Completions Engineer – 12 years of industry experience ▪ Wes Hudkins – Facility Engineering Manager – 7 years of industry experience Hz well location 18
Track Record of Production and Reserves Growth Production ( Boe /d) ▪ Production growth will accelerate in thenear term with a focus on the operated Delaware Basin drilling program to convert EOX’s substantial undeveloped operated leasehold position to production ▪ Significant increase in proved reserves through the 2014 fiscal year; increase primarily a result of increased drilling activity in our operated well program (1) Proved Reserves (Mmboe) (2) Source: Company filings. (1 ) Basedon increase in proved reserves from 12/31/13 to 12/31/14. (2 ) NSAIReserve Reports. 0.4 3.5 5.4 13.2 26.3 2010 2011 2012 2013 2014 38 269 936 1,688 3,549 4,715 2010 2011 2012 2013 2014 1Q15 % oil 96% 97% 94% 94% 96% 95% 92% 92% 91% 87% 87% % oil 19
Track Record of Value Creation from Drill Bit and Acquisitions Source: Company filings andmanagementestimates. Williston Basin Growth (6 - month intervals) Cumulative Locations 180 267 279 285 304 313 435 700 850 850 890 890 Management team has substantially grown itsBakken footprint x Added substantial scale to the Williston Basin x Transformed from a non - op to an operated program x Substantial growth in production and reserves McKenzie Richland Montana North Dakota 20
Track Record of Improving Operating Efficiency 21 Williston Basin (Low Rider) D&C cost (1) Williston Basin (Low Rider) Drilling Days (1) – 5 10152025303540 Drilling Days 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 D&C Cost ($mm) (1) Quarterly D&C cost and drilling days represent the median of Low Rider Middle Bakken wells spud in the quarter.
SuccessfulBakken Operations 22
Operated ~80% Non - Operated ~20% 72,000 36,000 8,000 6,000 McKenzie (Low Rider) McKenzie (Lewis & Clark) Richland Pronghorn Acreage & Drilling Inventory – Williston Basin Acreage Summary (Net Acres) (1 ) Management estimates based on 8 Middle Bakken wells and 4 Three Forks wells per 1,280 - acre spacing unitforLow Rider. Richland based on 5 Middle Bakken wells and 3 Three Forks wells per 1,280 - acre spacing unit. Pronghornbased on 6 Pronghorn sand wells per 1,280 - acre spacing unit. Lewis & Clark based on 5 Three Forks wells per 1,280 - acre spacing unit.Operated Acreage Total Operated Acreage: ~98,000 Project Area Net Acres Potential DSUs Wells / DSU Potential Locations (1) McKenzie (Low Rider) 72,000 56 12 672 McKenzie (Lewis & Clark) 36,000 28 5 140 Richland 8,0006 8 48Pronghorn 6,000 5 6 30Total 122,000 95 890 Current Inventory Montana 7% NorthDakota 93% Acreage by State Total Acreage: ~122,000 23
OAS Williston Basin – Acreage Map Source: CLR, OAS and WLL April 2015 investor presentation. North Dakota Montana 24 Emerald WLL CLR
Williston Basin– McKenzie County (Low Rider / Lewis & Clark) EMERALD OIL BILLY RAY VALENTINE 3 - 8 - 5H BAKKEN 7/6/2014 BOE 180 = 48,176 EMERALD OIL CAPER 1 - 15 - 22H BAKKEN6/11/2013 BOE 180 = 80,261 EMERALD OIL EXCALIBUR 3 - 25 - 36H BAKKEN11/12/2013 BOE 180 = 86,641 EMERALD OIL MONGOOSE 1 - 8 - 5H BAKKEN 6/24/2013 BOE 180 = 93,403 EMERALD OIL WHITING PETROLEUM CONTINENTAL STATOIL OASIS PETROLEUM NEWFIELD TRIANGLE PETROLEUM EMERALD OIL PIRATE 1 - 2 - 11H BAKKEN3/27/2013 BOE 180 = 82,897 EMERALD OIL MOE 24 - 31H 3031 - 147102 - BTF BAKKEN8/29/2013 BOE 180 = 55,126 ORIGINALLY COMP BY SEQUEL WITH OLD DESIGN EMERALD OIL GREG MARMALARD BAKKENTBC 5/25/2015 10% OIL IN MUD WHILE DRLG EXCALIBUR 7 - 25 - 36H EMERALD OIL BAKKEN 3/16/2015 BOE 30 = 24,552 NEW COMP DESIGN Source : IHS, North Dakota Industrial Commission and management estimates. Note: Dates represent date of first production.Production results for selected wells not intended to be representative of potential production from wells we intend to drill in the tar get acreage or of any particular location in such acreage. 25
Reserves Summary PDP 56% PDNP 1% PUD 43% Oil 87% Gas 13% PDP 76% PDNP 2% PUD 22% Estimated Proved Reserves Reserve Commodity Mix Proved PV - 10 Source: Company information. (1 ) Basedon SEC $91.48/Bbl oil and $4.35/MMBtu natural gas price deck as per NSAI report. Category Oil (MBbls) Gas(Mmcf) Total (Mboe) PV-10 (1) ($mm) PDP 12,885 11,406 14,786 $408 PDNP 309 264 353 10 PUD 9,632 9,399 11,199 117 Total proved 22,826 21,069 26,338 $535 Net Proved Resources as of 12/31/2014* * Based on FYE2014 SEC reserve report. 26
Days On Production Middle Bakken Type Curves (1) (1) Well results are long lateral well completions normalized for non - producing days. (2) Assumes a $10 differential to WTI, and a $4 natural gas price. Oil Price Sensitivities (2) Average of all Emerald Middle Bakken wells drilled since inception 0 10 20 30 40 50 60 $50 $55 $60 $65 $70 $75 $80 600 MBOE, $9.5MM D&C 600 MBOE, $7.5MM D&C 700 MBOE, $9.5MM D&C 700 MBOE, $7.5MM D&C WTI Oil Price ROR, % 27 Average Well Profile – Results Exceeding Expectations
▪ Well cost down 15% - 20% versus historical well costs – D&C services down ~20% since October 2014 – Drilling rig cost fixed due to contractual agreement through October 2015 – Service pricing anticipated to decline further upon contract rollover ▪ O perational efficiency to further drive down drilling cost – Fixed operational day rate during drilling places emphasis on minimizing days on location – Drive performance via acute operational management and incentivizing personnel to bealigned with Emerald’s corporate goals – Continue to negotiate service providers to deliver best pricing ▪ S trategic partnership on fracture stimulation reduced cost by $600K – Current fracture stimulation costs averaging approximately $2.6mm per well – Reduce mechanical isolation per well to reduce frac plug expenditure – Continue to evaluate competitive options forfrac water & water transfer ▪ Drive D&C AFE Cost in Williston Basin to $7.0mm per well – Focus development opportunities to core area with existing infrastructure – Continue to partner with best in class vendors to optimize operational performance Capital Cost Reduction Update 28
Financial Summary 29
36% Delaware Basin 64% Williston Basin 97% Drill & Complete 3 % Land Budget 2015E Production Guidance (Boe/d) ( 4) 2015E (3) CapitalExpenditures (4) 2015E Capital Plan (4) 2015 Capital Plan ($ in millions) (1) Includes 4 full wells and drilling 2 additional wells. (2) Includes 5 full wells and the completion of 8 previously drilled wells. (3) Represents mid - point of 2015E updated drilling budget of $85 - $109 million and 2015E land budget of $1 - $5 million . (4) Theseestimates are based on numerous assumptions, including assumptions related to number of wells drilled, average spud to releas e t imes, rig count, and production rates for wells placed on production. All or any of these assumptions may not prove to be accurate, which could result in actual results differing materially from estimates . No assurance can be made that new wells will produce in line with historic performance, or that existing wells will continueto produce in line with expectations. Our ability to finance our 2015 capital budget is subject to numerous risks and uncertainties. We do not undertake any obligation to release publicly the results of any future revisions we may make to this prospective da ta or to update this prospective data to reflect events or circumstances after the date of this presentation. Therefore, you are cautioned no t t o place undue reliance on this information. Williston Basin Delaware Basin Land Budget Drill & Complete 2015E Total Capital Expenditures $86– $114 million ▪ 2015E drilling budget of $85- $109 million for 12 - month period ending 12/31/15 ▪ 100% operated drilling activity − Delaware Basin:Expect to drill 5 net operated horizontalwells (1) in 2015 with a 1rig
program − Williston Basin: Expect to drill & complete 6.5- 8.5 net operated horizontalwells (2) in 2015 with a variable 1 rig program ▪ Emerald maintains the flexibility to add wells to the 2015 Delaware Basin development plan with commodity price improvement 30 ▪ Updating 4Qguidance to reflect Target Assets acquisition anddevelopment 4,150 4,650 4,450 4,150 4,715 4,500 4,300 4,600 1Q15A 2Q15E 3Q15E 4Q15E Midpoint of previous guidance New Guidance Actual 4,800 4,600 4,900
▪ Disciplined deployment of capital and capital efficient production growth − 2015 capital budget represents ~68% reduction from 2014; service cost declines can further reduce the D&C portion of capital budget particularly in the Bakken − Reduced Williston Basin rig count from 3 to 0.5 in Q4 2014 following the rapid commodity price decline − 2015 production expected to grow ~27% over 2014 production ▪ Strengthened balance sheet preserves flexibility − No near-term debt maturities − Hedging floored onmaximum amount allowed by bank group for 2015 and 2016 Capital Discipline in Current Commodity Environment 31
4,000 4,000 4,000 3,000 3,000 3,000 3,000 –500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 Bbls/d $55 WTI Put Floor Volume (Bbls/d) $60 WTI Put Floor Volume (Bbls/d) 2015 Production Guidance Midpoint Hedge Positions Hedging Summary (1) ▪ Management’s goal is toopportunistically maximize downside protection ▪ Company utilizes puts to floor production in order to allow for upside appreciation (1 ) Reflects open put contracts as of 4/7/15. 2015 Production Guidance Midpoint of ~4,500 boe/d 32
$109.7 $151.5 $90.3 $0 $50 $100 $150 $200 $250 2015 2016 2017 2018 2019 Principal Amount ($mm) No Near - Term Debt Maturities 33 Debt Maturity Schedule Revolving Credit Facility (1) ($109.7MM drawn on $200MM facility) 2% Convertible Senior Notes (1 ) Reflects April 2015 borrowing base redetermination.
Emerald Oil, Inc. 1600 Broadway Suite1360 Denver, CO 80202 (303) 595 - 5600 Auditor BDO USA, LLP Houston, Texas Independent Petroleum Engineer Netherland, Sewell & Associates, Inc. Houston, Texas Legal Counsel Mayer Brown LLP Houston,Texas Corporate Contact Mitch Ayer VP of Finance & Investor Relations (303) 595 - 5600info@emeraldoil.com Corporate Contact Information 34