IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Case No.

09-10785(KJC) (Jointly Administered)

)
)

PACIFIC ENERGY RESOURCES LTD., et al., ) ) Debtors. )

Deadline for Objections: October 27, 2010 at 4:00 p.m. ET Hearing Date: November 3, 2010 at 1:30 p.m. ET

MOTION OF PACIFIC ENERGY RESOURCES LTD. FOR ORDER APPROVING STIPULATION RESOLVING CLAIMS OF ROSECRANS ENERGY, LTD. Pacific Energy Resources Ltd. ("PERL"), one of the debtors and debtors in possession in the above-captioned cases (the "Debtors"), hereby moves (the "Motion") this Court for entry of an order approving the Stipulation Concerning Partial Allowance of Nonpriority General Unsecured Claims 337 and 338 [Rosecrans Energy, Ltd.] (the "Stipulation"), a true and correct copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference. In support of the Motion, the PERL respectfully represents as follows: Jurisdiction The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and 1334. This proceeding is a core proceeding within the meaning of 28 U.S.C. 157(b)(2)(A), (B) and (0).
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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2.

Venue of these proceedings and this Motion is proper in this

District pursuant to 28 U.S.C. 1408 and 1409. Sections 363 and 502(b) of title 11 of the United States Code (the "Bankruptcy Code"), and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") provides the basis for the relief sought in the Motion. Background 4. On March 9, 2009 (the "Petition Date"), the Debtors each filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are continuing in possession of their property and are operating and managing their businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No request has been made for the appointment of a trustee or an examiner in this case. The Office of the United States Trustee appointed an Official Committee of Unsecured Creditors (the "Committee") on March 19, 2009. The Debtors were a group of independent energy companies engaged in the acquisition, development and exploitation of oil and gas properties in the western United States. 6. PERL, prior to the Petition Date, owned a 50% working interest in

an oil and gas lease known as the Universal Trust Lease (the "UTL") that was a part of the Rosecrans Oil Field located in Los Angeles County, California. Rosecrans Energy, Ltd. ("Rosecrans") also owned a 50% working interest in the UTL. PERL operated the UTL pursuant to the Operating Agreement dated April 1, 1987, entered into by and between PERt and Rosecrans, as amended by the Amendment to Operating Agreement dated as of

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July 1, 2002 (as amended, the "Operating Agreement") until some time in 2008 when PERL sold its 50% working interest in the UTL to Oxy Long Beach, Inc. ("Oxy") as part of a larger transaction. 7. Pursuant to the Operating Agreement, an abandonment account

(the "Abandonment Account") was established by PERL and Rosecrans to provide funds for the ultimate plugging and abandonment costs of the wells and facilities on the UTL at the end of the UTLs productive life. The Abandonment Account was to be funded and maintained by the working interest owners through a monthly deposit of an amount equaling fifty cents ($0.50) per barrel of oil produced from the UTL that month. The Abandonment Accounts was to be a joint account maintained at Farmers & Merchants Bank in Long Beach, California. Two signatures, including the signature of the general partner of Rosecrans , were to be required for any withdrawals from the Abandonment Account. PERL moved the Abandonment Account to Wells Fargo Bank. PERL advised Rosecrans that the balance in the Abandonment Account, as of May 22, 2008, was $141,709.68 and that these funds were in Wells Fargo Investments account number W23361470 described as "L A Basin Trust Lease Abandonment Funds (Cofunded by Rosecrans Energy and PERL) (the "Wells Fargo Abandonment Account"). The funds were invested with the consent of Rosecrans and that investment lost value. PERL, without the consent of Rosecrans, utilized the $100,233.24 remaining in the account after the investment loss.

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9.

On June 23, 2009, Rosecrans filed Claim No. 337 against PERL in

the amount of $141,709.68 representing the amount in the Wells Fargo Abandonment Account as of May 22, 2008. PERL asserts that Claim No. 337 should be limited to $100,233.24, which was the final closing balance of the Abandonment Account. 10. Pursuant to the Operating Agreement, PERL, as operator, was to

send Rosecrans a "joint interest billing statement" for Rosecrans pro-rata share of operating expenses of the UTL. The Operating Agreement provided the accounting procedures to be used in calculating Rosecrans share of operating expenses and required that PERL submit the back-up for such calculations to Rosecrans. Rosecrans had a right to audit and object to any of the charges set forth in any joint interest billing statement. 11. Rosecrans performed a limited audit of the operating expenses for

the years 2006, 2007 and 2008. Based on the results of the audit, Rosecrans alleges that PERt wrongfully withheld the estimated sum of $505,984.85 from the proceeds of the sale of production attributable to Rosecrans working interest for operating expenses of the U}IL because (a) PERL had no right to take Rosecrans funds and apply them to pay Rosecrans purported (and challenged) share of the operating expenses and (b) that portion of the funds allegedly improperly taken were taken in connection with operating expenses that PERL allegedly failed to adequately support. 12. On June 23, 2009, Rosecrans filed Claim No. 338 in Debtors

bankruptcy in the amount of $505,984.85 based on the above-described assertions. 13. PERt asserts that the operating expense charges it assessed

against Rosecrans working interest were correct or substantially correct and that Claim

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No. 338 vastly overstates the amount, if any, of the alleged overcharges. PERL, however, realizes that in order to establish that the operating expense billings were justified and correct, it would have to incur a substantial expense to employ a joint interest billing auditor and that the process would be further hampered due to the fact that most of PERLs employees with knowledge of the operations and billings are no longer with PERL. 14. In order to resolve all outstanding disputes with Rosecrans, PERL

and Rosecrans have reached agreement on the terms of a settlement regarding Claim Nos. 337 and 338 as set forth in the Stipulation. Relief Requested 15. By this Motion, PERL respectfully request that the Court enter an

order pursuant to Bankruptcy Rule 9019 approving the Stipulation. Terms of the Stipulation 16. Claim No. 337 is allowed as a general unsecured claim against

PERL in the amount of $100,233.24. 17. Claim No. 338 is allowed as a general unsecured claim against

PERL in the amount of $455,386.36. 18. The Stipulation does not directly or indirectly release or in any

way discharge any claims or other causes of action whatsoever that either PERL or

This Motion provides a summary of the principal terms of the Stipulation. All parties are encouraged to read the entirety of the Stipulation attached as Exhibit 1 hereto. In the event any discrepancies exist between the terms of the Stipulation and the summary contained in this Motion, the Stipulation shall be the controlling document.

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Rosecrans has or may have against Wells Fargo Bank or Well Fargo Investments or any of their subsidiaries or related entities or any other person or entity. Basis For Relief A. Governing Legal Standards for Approval of Bankruptcy Rule 9019 Compromise and Settlement 19. Bankruptcy Rule 9019(a) provides, in relevant part:

On motion by the trustee and after notice and a hearing, the court may approve a compromise or settlement. Notice shall be given to creditors, the United States trustee, the debtor and indenture trustees as provided in Rule 2002 and to any other entity as the court may direct. Fed. R. Bankr. P. 9019(a). The Third Circuit Court of Appeals has stated that section 363 of the Bankruptcy Code is the substantive provision requiring a hearing and court approval of settlements, while Bankruptcy Rule 9019 establishes the procedure by which such approval may be secured. See In re Martin, 91 F.3d 389, 395 n.2 (3rd Cir. 1996) (distinguishing substance of section 363 from procedural effect of Rule 9019). 20. In determining whether to approve a settlement, the Third circuit

has also instructed that a bankruptcy court should "assess and balance the value of the claim that is being compromised against the value to the estate of the acceptance of the compromise proposal." Id. at 393 (citing Protective Comm. for Independent Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414,424-25,88 S. Ct. 1157, 1163 (1968)). In TMT Trailer, the Supreme Court held that compromises reached during the course of insolvency proceedings must be "fair and equitable." 390 U.S. at 424. The Court stated that "basic to this process in every instance, of course, is the need to compare the terms of the compromise with the likely rewards of litigation." Id. at 425. In making this determination, a court should consider four criteria:

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(1) the probability of success in the litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved and related expense and inconvenience; and (4) the interests of the creditors. Id.; see also In re Marvel Entertainment Group, Inc., 222 B.R. 243, 249 (D. Del. 1998) (citing TMT Trailer factors as controlling whether settlement should be approved). The ultimate inquiry is whether the compromise is "fair, reasonable, and in the interest of the estate." In re Louises, Inc., 211 B.R. 798, 801 (D. Del. 1997). 21. In ruling on a proposed compromise, however, the Court should

not substitute its own judgment for that of the trustee or debtor in possession. See In re Carla Leather, Inc., 44 B.R. 457, 466 (Bankr. S.D.N.Y. 1984), affd, 50 B.R. 765 (S.D.N.Y. 1985). Nor is the Courts task to determine whether the settlement was the best that the trustee could have obtained. See In re W.T Grant, 699 F.2d 599, 608, 613 (2d Cir. 1982), cert, denied, 464 U.S. 822, 104 S.Ct. 89 (1983). Rather, the Court should "canvass the issues and see whether the settlement fall[s] below the lowest point in the range of reasonableness." Id. at 608; see also In re Bell & Beckwith, 87 B.R. 472, 474 (N.D. Ohio 1987). In determining whether to approve a compromise, a bankruptcy court is not required to conduct a "mini-trial" on the merits of the underlying cause of action. U.S. v

Alaska National Bank of the North (In the Matter of Walsh Construction, Inc.), 669 F.2d 1325, 1328 (9th Cir. 1982); see also In re Blair, 538 F.2d 849, 851-52 (9th Cir. 1976). B. The Stipulation Should Be Approved 22. The Stipulation meets the statutory and applicable case law

standards for the approval of a settlement, and thus should be approved.

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23.

The Stipulation reduces the general unsecured claims of Rosecrans

against PERL by more than $92,000. In addition, it saves PERL a great deal of money and time that it would have to expend to establish the proper amount of operating expenses charged against Rosecrans working interest in the UHL. When coupled with the fact that general unsecured creditors of PERL will recover only cents on the dollar, it is clear that the Stipulation is in the best interest of PERLs estate. 24. The Stipulation is the product of arms length negotiations

between PERL and Rosecrans. These negotiations have involved an examination of the factual and legal issues raised by Claim Nos. 337 and 338. 25. As applied in the instant case, the applicable TMT Trailer factors

strongly support this Courts approval of the Stipulation as being in the best interests of PERL, its estate and its creditors. PERL submits that the Stipulation should be approved for each of the following reasons: a. Probability of Success of Claims Litigation. Although PERt

believes that it has a very good chance of getting Claim No. 337 reduced to $100, 233.24, it believes it is highly unlikely that PERt would succeed in having the claim reduced to a lesser amount. The funds that were in the Abandonment Account were to be utilized to help pay for the decommissioning and abandonment costs of the wells and facilities located on the UHL. Because those funds are no longer available, it is possible that Rosecrans will have to bear more of those costs than it would have to bear if the funds were still available. There would also be risks, costs and delays associated with such litigation which are entirely avoided under the Stipulation. As to Claim No. 338, PERL

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believes that, with the expenditure of substantial effort and costs, including the retention of a forensic accountant, PERL is likely to be able to substantially reduce the amount of that claim are high. However, considering the cost of establishing its case and the amount of recovery expected on general unsecured claims, and the inherent risks associated with litigation, PERL believes that the settlement of Claim No. 338 as provided in the Stipulation is in the best interest of its estate. b. Difficulties in Collection. This factor is not applicable here. PERL does not

Complexity of Litigation; Related Expense.

believe that the litigation of its objections to Claim No. 337 would be complex or expensive. It believes that the settlement set forth in the Stipulation is the best result it could obtain in litigation. As set forth above, litigation of the disputes over Claim No. 338 are fact-intensive and involve complicated issues of oil and gas law. Litigating these issues would involve many hours of attorney time as well as the employment of experts. Given the existence of factual disputes, an evidentiary hearing would be necessary. PERL believes that resolution of its disputes with Rosecrans over Claim No. 338 through litigation would be very time consuming and costly. d. Interest of Creditors. Another key factor that weighs heavily

in favor of approving the Stipulation is this Courts consideration of the best interests of PERLs creditors. The Stipulation is in the interest of PERLs creditors because it resolves two claims, one of which would be very expensive and complicated to litigate, and provides for a substantial reduction of those claims. When the cost of litigation is considered in light of the expected recovery on general unsecured claims, PERL asserts

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that the benefit to its creditors is obvious. Further, the Stipulation will facilitate the Debtors efforts to make distributions under a confirmed liquidating plan to the creditors as quickly as possible. 26. In light of the foregoing, the resolution of Rosecrans claims is

eminently reasonable and, based on all the facts and circumstances, represents a fair and equitable result for PERLs estate.
No Prior Request

27.

No previous motion for the relief requested herein has been made

by PERL to this or any other court.

Notice

28.

Notice of this Motion has been provided to (i) counsel for

Rosecrans, (ii) the counsel for the Committee, (iii) the United States Trustee for the District of Delaware, (iv) counsel to the Debtors secured lenders, and (v) those parties that have requested special notice pursuant to Bankruptcy Rule 2002. The Debtors submit that no other or further notice need to be given.

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10

WHEREFORE, PERL respectfully requests that the Court enter an order, substantially in the form attached hereto (i) authorizing and approving the compromise and settlement between PERL and Rosecrans as set forth in the Stipulation, and (ii) granting such other and further relief as the Court may deem proper.

Dated: October 13, 2010

PACHULSKJ STANG ZIEHL & JONES LLP /s/ Kathleen P. Makowski Ira D. Kharasch (CA Bar No. 109084)
Maxim B. Litvak (CA Bar No. 215852)

James E. ONeill (DE Bar No. 4042) Scotta E. McFarland (DE Bar No. 4184) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com mlitvak@psxjlaw.com joneillpszjlaw.com smcfarland@pszjlaw.com kmakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession

DQCSDE:164506.1

11

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors.

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Deadline for Objections: October 27, 2010 at 4:00 p.m. ET Hearing Date: November 3, 2010 at 1:30 p.m. ET

NOTICE OF MOTION OF PACIFIC ENERGY RESOURCES LTD. FOR ORDER APPROVING STIPULATION RESOLVING CLAIMS OF ROSECRANS ENERGY, LTD. TO: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel for the Official Committee of Unsecured creditors; (c) the Debtors pre-petition and post-petition lenders or their counsel; (d) counsel to Rosecrans Energy, Ltd.; and (e) all parties who have requested notice pursuant to Bankruptcy Rule 2002 PLEASE TAKE NOTICE that on October 13, 2010, the debtors and debtors-inpossession (collectively, the "Debtors") in the above-captioned case have filed the attached Motion of Pacific Energy Resources Ltd. For Order Approving Stipulation Resolving Claims Of Rosecrans Energy, Ltd. (the "Motion") with the Clerk of the United States Bankruptcy Court for the District of Delaware. PLEASE TAKE FURTHER NOTICE that any response or objection the Motion must be filed on or before October 27, 2010 at 4:00 p.m. prevailing Eastern Time. Objections or other responses to the Motion, if any, must also be served so that they are received not later than October 27, 2010 at 4:00 p.m. prevailing Eastern time, by:

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

00001-00 1\DOCS DE: 164509.1

(a) counsel to the Debtors, (1) Pachulski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: jonei1l(pszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 1th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharash(pszjlaw.com ; (b) counsel to the Lenders: Goldman Sachs (1) Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail: j effrey.sabin(21bingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kyle@bingham.com and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson(skadden.com and (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. A HEARING ON THE MOTION WILL BE HELD BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT, 824 MARKET STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON, DELAWARE 19801 ON NOVEMBER 3, 2010 AT 1:30 P.M. PREVAILING EASTERN TIME. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY APPROVE THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

00001-00 1\DOCS DE: 164509.1

Dated: October 13, 2010

PACHULSKT STANG ZIEHL & JONES LLP

Is! Kathleen P. Makowskil Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch(pszj law. com smcfarland(pszjlaw.com rsaunders@pszjlaw.com joneill@pszjlaw.com kmakowskipszj law. com Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

00001 -001\DOCS DE: 164509.1

EXHIBIT 1

00001 -002\DOCS DE: 137773.1

TN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

Chapter 11

PACIFIC ENERGY RESOURCES LID., et al, Case No. 09-10785 (KJC) (Jointly Administered) Debtor.

STIPULATION CONCERNING PARTIAL ALLOWANCE OF NONPRIORITY GENERAL UNSECURED CLAIMS 337 AND 338 [ROSECRANS ENERGY, LTD.] This stipulation is entered into by and between Rosecrans Energy Ltd. ("Rosecrans") and Debtor Pacific Energy Resources, Ltd. ("PERL") for the purpose of settling and establishing two
allowed general unsecured claims in the amount of $100,233.24 (with respect to proof of claim

no. 337) and in the amount of $455,386.36 (with respect to proof of claim no. 338) under section
502 of title 11 of the United States Code ("section 502") in favor of Rosecrans. RECITALS

A.

Pacific Energy Resource, Ltd. (the "Debtor") operated an oil and gas lease,

known as the "Universal Trust Lease (the "UTL") in Rosecrans Oil Field in Los Angeles, County, California, pursuant to the attached Operating Agreement dated April 1, 1987 entered into by and between the Debtor and Rosecrans Energy, a California limited partnership

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, arc: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. 4 not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard. Suite 1240, Long Beach, CA 90802.
Stipulation Concerning Partial Allowance of t4onpriority General Unsecured Claims [Rosecrans Energy, Ltd.] Pacific Energy Resources LTD, el. at.. Case No. 09-10785 (KJC) 60773-002 100CS LA224272. I

337 and 338

Page 1 of 6

("Rosecrans") (the "UTL Operating Agreement") and that attached Amendment to Operating Agreement made and entered into as of July 1, 2002 by the parties (the "Amendment"). Rosecrans has owned a 50% working interest in the UTL since at least April 1, 1987. The Debtor remained the operator for the UTL until some time in 2008 when the Debtor sold its 50% working interest in the UTL to Oxy Long Beach, Inc. ("Oxy") as part of a larger transaction. B. Pursuant to Section 4 of the 2002 Amendment to the IJTL Operating Agreement,

an abandonment account was established by the Debtor and Rosecrans to provide funds for the ultimate plugging and abandonment of the wells and facilities on the UTL at the end of the leases productive life. Section 4 of the 2002 Amendment required the abandonment account to be funded and maintained by the working interest owners through a monthly deposit of an amount equaling fifty cents ($0.50) per barrel of oil produced from the UTL that month. Section 4 of the 2002 Amendment provided that a joint account be maintained at Farmers & Merchants Bank in Long Beach, California and that Rosecrans general partner, Sherwin Voelin, be listed as an authorized signer on that account and that two signatures, including, Mr. Yoelins, were required for any withdrawals from the abandonment account C. At some point, the Debtor moved the abandonment account to Wells Fargo Bank.

The Debtor reported to Rosecrans in a communication dated May 22, 2008, just prior to the Debtors sale of its interest in the UTL to Oxy, that there were $141,709.68 in Abandonment Funds in Wells Fargo Investments account number W23361470 described as "L A Basin Trust

Lease Abandonment Funds (Co-funded by Rosecrans Energy and PERL)" (hereinafter, the
"Abandonment Account"). On June 23, 2009, Rosecrans filed a proof of claim no. 337 in
Stipulation Concerning Partial Allowance of Nonpriorily General Unsecured Claims 337 and 338 [Rosecrana Eergv, Lid.] Poet/ic Energy Resources LTD, et of., Case No. 09-10785 (KIC) 68773-002\DOCS LA224272. 1

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Debtors bankruptcy case in the amount of $141,709.68 representing the amount in the Abandonment Account as of May 22, 2008. D. The UTL Operating Agreement also provided that the Debtor, as operator, would

send Rosecrans a "joint interest billing statement" for Rosecrans pro-rata share of operating expenses, calculated in accordance with the UTL Operating Agreement and the COPAS Accounting Procedure, attached as Exhibit B thereto ("Accounting Procedure"), along with supporting documentation for any changes. The Accounting Procedure also provided Rosecrans with a right to audit and object and "except" to any of the charges set forth in any joint interest billing statement. B. Rosecrans performed a limited audit of the operating expenses asserted by the

Debtor to be allowable for the years 2006, 2007 and 2008 and which had been deducted from Rosecrans Sales Proceeds. Rosecrans asserts that, exclusive of the monies in the Abandonment

Account, the Debtor wrongfully withdrew the estimated sum of $505,984,85 from funds it was
holding in trust for Rosecrans both because Debtor had no right to take Rosecrans funds and apply them to pay Rosecrans purported (and challenged) share of UTL operating expenses and because that portion of the fluids improperly taken were take in connection with alleged operating expenses which the Debtor has failed to adequately support. On June 23, 2009, Rosecrans filed proof of claim no. 338 in Debtors bankruptcy in the amount of $505,984.85 based on the above-described assertion. F. Debtor asserts that its liability on proof of claim no. 337 should be limited to

$100,233.24, which was the final closing balance of the abandonment account, and that the
Stipulation Concerning Partial Allowance of Noipriority General Unsecured Claims 337 and 338 [nosecrans Energy, Lid. Pacjflc Energy Resources LTD, eL al., Case No. 09-10785 (KJC) 68771-002\DOCS LA:224272. I

Page 3 of

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Rosecrans assertion in proof of claim no. 338 that Debtor wrongiWly withdrew greatly overstates the amount, if any, of any such withdrawal. G.

$505,984.85

Rosecrans and Debtor have agreed that, in order to avoid the expenses and delay

that would be involved in resolving the disputes between them regarding proofs of claim nos. 337 and 338, Rosecrans should be allowed the sum of $100,233.24 with respect to proof of claim no. 337 and $455,386.36 with respect to proof of claim no. 338. WI-IEREFORE, the parties stipulate and agree as follows: Rosecrans shall be allowed a nonpriority general unsecured claim against the bankruptcy case of PERL in the amount of $555,619.60, of which $100.233.24 shall

be allowed for proof of claim no. 337 and $455,386.36 shall be allowed for proof of
claim no. 338.

2.

It is the intent of the parties hereto that this Stipulation shall not directly or

indirectly release or in any way discharge any claims or other causes of action whatsoever which Debtor or Rosecrans has or may have against Wells Fargo Bank or Wells Fargo Investments or any of their subsidiaries or related entities (collectively,"Wells Fargo") or any other person or entity. The parties hereto expressly acknowledge that Wells Fargo and such other persons or entities are not parties to this Stipulation nor beneficiaries thereof in any respect. Each of the parties expressly reserves any and all rights (including, but not limited to, any right to contribution), defenses,

claims, demands, and causes of action which each party may have against Wells Fargo or

Stipulalion Concerning Partial Allowance ofNonpriority General Unacured Claims 337 and 338 [Roseceans Eneagy, Ltd.]

Page 4 of 6

Pacific Eneiaj Re.sovmse LTD.

68773-002DOCS_LA:2242723

CL

al.. Case Ho 09-10785 (KJC)

M
v

any other person or entity not a party hereto with respect to any matter, transaction or occurrence relating in any way to Claim No. 337 or Claim No. 338. 3. This stipulation is in settlement of two disputed claims. Nothing herein is

deemed to be an admission or can be used as evidence against Rosecrans or the Debtor in any other proceeding. The terms of this Stipulation have been negotiated by and between the parties and shall not be construed against any party hereto. Each party has (1) carefully read and understands the scope and effect of each provision; and (2) consented to and executed this Stipulation freely and without fraud, coercion, duress or undue influence. Each party shall bear its own costs and expenses, including attorneys fees, in connection with the negotiation, preparation and perfonnance of this Stipulation. 4. This Stipulation shall inure to the benefit of, and shall be binding upon, the

successors and assigns of the parties, and each of them. No amendment of any provision of this Stipulation shall be effective unless it is in writing and signed by the parties, and no waiver of any provision of this Stipulation, and no consent to any variation thereof; shall be effective unless it is in writing and signed by the party against whom such waiver is asserted, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 5. This Stipulation Sets forth the entire agreement and understanding between

the parties relating to the matters covered herein and supersedes all other prior agreements, discussions and documents, if any, related to the subject matter hereof. No party shall be bound by any terms, conditions, definitions, understandings or
Stipulation Concerning Partial Allowance of Monpriority General Unsecured Claims 337 and 338 [Rosecrans Energy. Ltd.]
PacficEnergvReaources LTD. etal., Case No. 09-10785 (KJC>
68773-002DOCS_LA224272. I

Page 5 of 5

representations with respect to the subject matter hereof, other than as expressly provided for herein, except as may hereafter be agreed to in a writing signed by the applicable parties. The recitals are incorporated into and made part of this Stipulation. This Stipulation may be signed in counterpart originals, which when fully executed, shall constitute a single original. Any signature delivered by a party by facsimile transmission or by electronic means shall be deemed an original signature hereto. 6. The effectiveness of this Stipulation is conditioned upon its approval by

Bankruptcy Court. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation.

Dated: September2., 2010

ROSECRANS ENERGY, LTD. By a Sherwin D. Yoelin General Partner

Dated: September, 2010

PACIFIC ENERGY RESOURCES LTD.

Gerry Tywoniuk

Acting Chief Executive Officer

[509285.2

Stipulation Concerning Partial Allowance ofl4onpriority General Uoscured Claims 337 and 338 [Rosecrans Energy, Lttj
Pacific Energy Resources LTD eL aL, Case No. 09-10785 (1(JC)

Page 6 of 6

69773-002DOCS_LA224272. I

IM 6

representations with respect to the subject matter hereof, other than as expressly provided for herein, except as may hereafter be agreed to in a writing signed by the applicable parties. The recitals are incorporated into and made part of this Stipulation. This Stipulation may be signed in counterpart originals, which, when fully executed, shall constitute a single original. Any signature delivered by a party by facsimile transmission or by electronic means shall be deemed an original signature hereto. 6. The effectiveness of this Stipulation is conditioned upon its approval by

Bankruptcy Court. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation.

Dated: September , 2010

ROSECRANS ENERGY, LTD.

Sherwin D. Yoelin General Partner Dated: September ,

2010

PACIFIC ENERGY RESOURCES LTD. By Gerry ywoiuk Acting Chieg Executive Officer

1509285.2

Stipulation Concerning Partial Allowance of Nonpriority General Unsecured Claims 337 and 338 [Rosecrans Energy. Ltd.] PacUic Energy Resources LTD, et. al.. Case No. 09-10785 (KJC) 68773-002\DOCSLA:224272. I

Page 6 of 6

The Attachments to this Stipulation, the Operating Agreement dated April 1, 1987 and the Amendment to Operating Agreement made and entered into as of July 1, 2002, are available upon written request to the Debtors counsel.

68773-002\DOCSLA:226505. 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. )
)

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

Related to Docket No.

)
)

ORDER APPROVING STIPULATION RESOLVING CLAIMS OF ROSECRANS ENERGY, LTD. AGAINST PACIFIC ENERGY RESOURCES LTD.

Upon consideration of the motion (the "Motion") of Pacific Energy Resources Ltd. ("PERL"), one of the above-captioned debtors and debtors in possession (the "Debtors"), seeking entry of an order under sections 363 and 502(b) of the Bankruptcy Code and Rule 9019 of the Bankruptcy Rules for entry an order approving the Stipulation Concerning Partial Allowance of Nonpriority General Unsecured Claims 337 and 338 [Rosecrans Energy, Ltd.] (the "Stipulation"); and it appearing that the relief requested is in the best interests of PERLs estate and its creditors; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 1408 and 1409; and adequate notice of the Motion having been given; and it appearing
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

00001-00 1\DOCS DE: 164508.1

that no other notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Motion is granted; and it is further ORDERED that the Stipulation is hereby approved; and it is further ORDERED that this Order is effective immediately; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.

Dated: October_, 2010 The Honorable Kevin J. Carey Chief United States Bankruptcy Judge

00001-001\DOCSDE: 164508.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Pacific Energy Resources LTD., et al., )
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

)
)

Debtors.

) )
)

AFFIDAVIT OF SERVICE Dina K. Whaley, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachuiski Stang Ziehi & Jones LLP, counsel for the Debtors, in the above-captioned action, and that on the l3 " day of October, 2010, she caused a copy of the following document(s) to be served upon the individuals on the attached service list(s) in the manner indicated:

NOTICE OF MOTION OF PACIFIC ENERGY RESOURCES LTD. FOR ORDER APPROVING STIPULATION RESOLVING CLAIMS OF ROSECRANS ENERGY, INC.

Dma K. Whaley Sworn to and subscribed before me this 13th day October, 2010 L-At-/ jL - t- Notary Public My Commission Expires: DIANE K. POTTS NOTARY PUBLIC STATE OF DELAWARE

G2

/c

My commission expires Feb. 20, 2012

I The Debtors in these cases along with the last four digits of each of the Debtors federal tax identification numbers are: Claim Jumper Restaurants, LLC (1053) and Claim Jumper Management, LLC (6481). The Debtors headquarters and mailing address is: 16721 Millikan Ave., Irvine, CA 92606.

14420-001\DOCSDE: 163955.2

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785 Document No. 145745 19 - Hand Delivery 50 - First Class Mail 02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorneys Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE 19801 Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A. 500 Delaware Avenue, 8th Floor Wilmington, DE 19899 Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, PA Citizens Bank Center, Suite 1401 919 Market Street P.O. Box 1070 Wilmington, DE 19899 Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP 919 N. Market Street, 12th Floor Wilmington, DE 19801

(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehi & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire Finder, Slanina Liebesman, LLC One Commerce Center 1201 N. Orange Street, 7th Floor Wilmington, DE 19801 Hand Delivery (Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP 300 Delaware Avenue, Suite 1010 Wilmington, DE 19801 Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen OConnor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801 Hand Delivery (Counsel for Forest Oil Corporation) Robert J. Dehney, Esquire Curtis S. Miller, Esquire Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899 Hand Delivery (Counsel for Stellar Energy LLC) Brian E. Farnan, Esquire Phillips, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806 Hand Delivery (Counsel for Ramshorn Investments, Inc.) Jonathan L. Parshall, Esquire Murphy & Landon 1011 Centre Road, Suite 210 Wilmington, DE 19805 Hand Delivery (Counsel for Longfellow Energy LP) Teresa K.D. Currier, Esquire Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19899 Hand Delivery (Counsel for Rise Energy Partners, LP) Christopher A. Ward, Esquire Justin K. Edelson, Esquire Polsinelli Shughart, PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801

Hand Delivery (Counsel to Cook Inlet Pipe Line Company) Stephen M. Miller, Esquire Brett D. Fallon, Esquire Douglas N. Candeub, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19899 First Class Mail (United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0002 First Class Mail Secretary of State Division of Corporations Franchise Tax P.O. Box 7040 Dover, DE 19903 First Class Mail Secretary of Treasury P.O. Box 7040 Dover, DE 19903 First Class Mail Secretary of Treasury 15th & Pennsylvania Avenue, N.W. Washington, DC 20220 First Class Mail Attn: Insolvency District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201 First Class Mail Internal Revenue Service P.O. Box 21 126 Philadelphia, PA 19114-0326

First Class Mail Attn: Insolvency Internal Revenue Service 1352 Marrows Road, 2 Floor Newark, DE 19711-5445 First Class Mail Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022 First Class Mail Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Bankruptcy 100 F Street, N.E. Washington, DC 20549 First Class Mail Matthew Berry, Esquire Office of General Counsel Federal Communications Commission 12th Street, S.W. Washington, DC 20554 First Class Mail POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611 First Class Mail Chevron Oil Company Attn: Steven Lastraps 3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503 First Class Mail California Franchise Tax Board Bankruptcy, BE MSA 345 P.O. Box 2952 Sacramento, CA 95812-2952

First Class Mail Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164 First Class Mail SWEPI LP P.O. Box 576 Houston, TX 77002-0576 First Class Mail Noble Energy, Inc. 100 Glenborough, Suite 100 Houston, TX 77067 First Class Mail (Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720 First Class Mail (Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022 First Class Mail (Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

First Class Mail Linda Lautigar Bankruptcy Coordinator MMS / Denver Federal Center P.O. Box 25165 Mail Stop 370B2 Denver, CO 80225 First Class Mail Kristina Engelbert RDI Royalty Distributors, Inc. P.O. Box 24116 Tempe, AZ 85285 First Class Mail MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004 First Class Mail Goldman Sachs E&P Capital Attn: Matthew C. Tarver 1000 Louisiana, Suite 550 Houston, Texas 77002 First Class Mail SPCP Group, L.L.C. Two Greenwich Plaza, 1St Floor Greenwich, CT 06830 First Class Mail (counsel to SP Beta Properties, LLC) Seth E. Jacobson, Esquire L. Byron Vance III, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720 First Class Mail (Counsel to United States Department of Interior, including the Minerals Management Service) E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail (Counsel for Westchester Fire Insurance Company) Robert MeL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 5 It Floor Philadelphia, PA 19103 First Class Mail (Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin) John J. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071 First Class Mail (Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire Jodie E. Buchman, Esquire DLA Piper LLP (US) 6225 Smith Avenue Baltimore, MD 21209 First Class Mail (Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022 First Class Mail (Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103

First Class Mail (Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 First Class Mail (Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067 First Class Mail (Counsel for Cook Inlet Region, Inc.) Michael R. Mills, Esquire Dorsey & Whitney LLP 1031 W. 4th Ave., Suite 600 Anchorage, AK 99501 First Class Mail (Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 First Class Mail (Counsel for DCFS Trust subservicer for DCFS Trust) Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

First Class Mail (Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP 350 South Grand Avenue, 25th Floor Los Angeles, CA 90071 First Class Mail (Claims representative for the County of Kern) Attn: Bankruptcy Division do Linda Delgado P.O. Box 579 Bakersfield, CA 93302 First Class Mail Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77072 First Class Mail (Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichiow, Esquire Roger Elder, Esquire Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036 First Class Mail (Counsel for Minerals Management Service) DeAnn L. Owen, Esquire Office of the Solicitor, Rocky Mountain Region 755 Parfet Street, Suite 151 Lakewood, CO 80215 First Class Mail (Counsel for Ammadon Limited and Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP 1301 Avenue of the Americas New York, NY 10019

First Class Mail (Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins 666 Fifth Avenue, 26 1h Floor New York, NY 10103 First Class Mail (Counsel for United States Department of Interior, Minerals Management Service) Pamela D. Huff U.S. Department of Justice 1100 L Street, NW - Room 10000 Washington, D.C. 20005 First Class Mail (Counsel for Stellar Energy LLC) Charles A. Beckham, Jr., Esquire Peter C. Ruggero, Esquire 1221 McKinney, Suite 2100 Houston, TX 77010 First Class Mail (Counsel for Oracle USA, Inc.) Shawn M. Christianson, Esquire Buchalter Nemer, P.C. 333 Market Street, 25th Floor San Francisco, CA 94105 First Class Mail (Counsel for Longfellow Energy LP) David Jones, Esquire Sprouse Shrader Smith P.C. 701 S. Taylor, Suite 500 Amarillo, TX 79105 First Class Mail (Counsel for Longfellow Energy LP) David M. Bennett, Esquire Rhett G. Campbell, Esquire Robert L. Paddock, Esquire Thompson & Knight, LLP 333 Clay Street, Suite 3300 Houston, TX 77002

First Class Mail (Counsel for Kathleen Brown) John A. Leonard, Esquire Leonard, Key & Key PLLC 9008 1h Street, Suite 320 Wichita Falls, TX 76307 First Class Mail (Counsel for Rise Energy Partners, LP) Robert D. Albergotti, Esquire Mark Elmore, Esquire Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 FOREIGN First Class Mail TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4 FOREIGN First Class Mail (Transfer Agents) Bernadette Villarica Relationship Manager, Client Services Computershare Investor Services Inc. 510 Burrard Street, 3 Floor Vancouver, BC V6C 3139