COUNTY: HARDING

LEGAL LOCATION: SWSE 6-22N-6E

API NO: 40 063 20526

PERMIT NO: 1586

WELL NAME: SAGE #1 DOWNING

OPERATOR: LUFF EXPLORATION

COMPANY

PERMIT ISSUED: 02/22/1996

PERMIT CLOSED:

FILE LOCATION: 22N-6E-6 SWSE

TARGET CODES:

WELL HISTORY / CHECKLIST

PERMIT TO DRILL / INTENT TO DRILL

WELL INSPECTION / SCOUT REPORTS

OPERATOR’S TECHNICAL REPORTS / MAPS

ADMINISTRATIVE / SUNDRY REPORTS

CORRESPONDENCE

MISCELLANEOUS

WELL HISTORY / CHECKLIST

Well Name: Sage #1 Downing

Location: 22N-6E-6 SWSE, Harding

Permit # 1586

API # 40 063 20526

Plugging Bond # yes Surface Bond # yes

BOND RELEASE CHECKLIST

GEOLOGICAL INFORMATION FILED

Well Logs: 4&!,,,&,,„v„„7:4'

,--- DST Charts anu ;.reports

01' Geologist's Report

Amer, Results of coring and core analyses

L------Set of 10-foot sample cuttings (Check with Vermillion) , W/0'

FORMS RECEIVED

e7r-- Form 4 - Completion or Recompletion Report

Form 6 - Sundry Notice and Report on Wells

Form 7 - Plugging Report

SURFACE RESTORATION

Approved Scout Report

Approved letter from Surface Owner

BOND RELEASED

Date:

Letter to bond carrier to release liability

Copy of release letter to operator

Bond Information Sheet marked

O&G 1-92

PERMIT CHECKLIST

Well Name Sage #1 Downing Permit #

Location 22N-6E-6 SWSE API # 3 ,-10-5;26

Plugging Bond # no & 571 Surface Bond # no 41-Z0,6-..,1 73

Per telephone conversations with Terry - a rider is being prepared to increase to blanket

FORMS RECEIVED: Application (Form 2)

—- Plat Map ----Organization Report (Form 1) if not already on file / Permit Fee of $100.00 ../- Application for Pit Liner Variance ,fg,11 & Gas Leasing Agreement ✓ ertificate of Negotiation (Form 9) - Permission to Inspect Form - needed for each location

Certification of Applicant

PREPARE FILE FOR REVIEW: Check file tab position and type salmon colored label Send notification of pending application to: Game,Fish,Parks / State Archaeologist / ‘Bar n di g County, Zoning Administrator

Fax 605-375-3318 REVIEW OF PERMIT APPLICATION:

s-/ Surface casing program vT~ru Fox Hills ./Adequate as stated

S pacing requirements fAMeets statewide s acing ✓ conforms to 5 (lAtEA‹ -F(--br Field spacing

INASpacing exception granted, if applicable

REVIEW OF PIT LINER VARIANCE, if applicable: Plans and Specifications sent to Staff Engineer

- '4pproved Nf'-Disapproved

-../Variance Granted i ,i.iNVariance Not Granted

PERMIT APPROVED: ,-Assign Permit and API numbers Prepare check for transmittal to Treasurer's Office Type Conditions to Permit and Pit Liner Variance Complete - -Permit Application —Bond Release Checklist

Scout Report Bond Information Sheet Send Operator - Approved Application Fee Receipt

Conditions to Permit/PLV ,..,Cover Notice ,- Approved Pit Liner Variance

Send Approved Application to: Minerals & Mining Chief Dept of School/Public Lands State Geologist Bureau of Land Management County Auditor Harding County Zoning Administrator (FAX 605-375-3318)„,

Add to Data Bas yA., Placed in file by d'e2 on ,21'?„.12.-5745

O&G 4/92

'MIKE of INTAINI / TIIIIG at IIIAIllad

State Pub. Co.,, Pierre

CHANGED LOCATION APPLICATION FOR PERMIT TO: AMENDED S. Dak. Oil & Gas Board

FORM 2

ZONE

FARM OR LEASE NAME

DOWNING ZIC DRILL ■ DEEPEN ■ PLUG BACK

m SINGLE ZONE wELI... NO.

1 ❑ MULTIPLE lc/ OIL WELL ■ GAS WELL

OPERATOR

SAGE ENERGY COMPANY

FIELD AND POOL. OR WILDCAT

WILDCAT ADDRESS

P.O. Drawer 3068 Midland, Texas 79702

NO. ACRES IN LEASE

320 LOCATION (In feet from nearest lines of section or legal subdivision, where possible)•

_ , 215' FSL & 2495' FEL MI- r

t.tsf iv•/,,ic c,{ _S- 7, 4. C.:, ; rt. 7 K ni t r / —?...c,

Vi '4 SEC. TWP. RGE SW/4 SE/4 Sec:6, T22N, R6E COUNTY

HARDING NAME AND ADDRESS OF SURFACE OWNER

Milo A. Downing Ludlow, S.D. 57755

ELEVATION

2890.2 NO.. OF WELLS ETC.

ONE (1) PROPOSED DEPTH

9500 ROTARY OR CABLE TOOLS

ROTARY NAME AND ADDRESS OF CONTRACTOR

Cyclone Drilling Company P.O. Box 908 Gillette, Wyoming 82717

APPROXIMATE DATE WORK WILL START

December 15, 1995

IF LEASE PURCHASED WITH ANY WELLS DRILLED, FROM WHOM PURCHASED (Name and address)

N/A PROPOSED CASING AND CEMENTING PROGRAM

SIZE OF HOLE SIZE OF CASING WEIGHT PER FOOT NEW OR SECOND HAND DEPTH SACKS OF CEMENT

12-1/4" 8-5/8" 24# NEW 1100' 500 sxs 7-7/8" 5-1/2" 15.5# & 17 NEW 9500' 1st Stage: 5;

2nd Stage: 4E

DESCRIBE PROPOSED OPERATIONS. IF PROPOSAL IS TO DEEPEN OF PLUG BACK, GIVE DATA ON PRESENT PRODUCTIVE ZONE AND PROPOSED NEW PRODUCTIVE ZONE. GIVE BLOW OUT PREVENTER PROGRAM IF ANY

1. Set 60' of 16" Conductor Pipe. 2. Drill 12-1/4" Hole to 1100'± and Run 8-5/8" 24# Surface Casing, Cement

with 500 sx and Circulate Cement. 3. Log B.O.P. Checks in Daily Drill Reports and Drill 7-7/8" Hole to 9500'

(Red River Formation). 4. Run DST's (3) If Warranted and Run 5-1/2" Casing if Productive. 5. Run Logs as Needed, Perforate and Stimulate.

Zne_LC/21..- TITLE Production Clerk DATE November 15, 1995

APPROVAL DATE

CONDITIONS:

API: 40 063 20526 February 22, 1912

DO N t

WRITE: BELOW THIS LINE

PERMIT NO. 1586 L 7 T and Public Lands Date

ligAR614 Supervisor

1 ❑ COMPLETE SET OF SAMPLES, AND CORES IP TAKEN, MIST BE SUBMITTED.

I ❑ SAMPLES. AND CORES IF TAKEN. BELOW 4EPTH, MUST BE SUBMITTED.

t 1. SE/4 Section 6 and NE/4 Section :7 together is designated as the 320-acre spacing

1....--17. unit for this'well:'

the 16c--Ati-O-ti—o-f-thi —wNe_kly.lbss been granted an exception by Oil and Gas Order #18-95. -,,,..,,

5 sx 0 sx

"evotOW f•b)

DEPARTMENT of ENVIRONMENT and NATURAL RESOURCES

OIL AND GAS PROGRAM 2050 West Main, Suite #1 Rapid City, SD 57702 Telephone 605-394-2229 FAX Number 605-394-5317 REAT FACES. GREAT PLACES.

Sage #1 Downing Permit #1586 22N-6E-6 SWSE, Harding County API: 40 063 20526

PERMIT CONDITIONS

Approval has been granted to drill this location as detailed on the attached Application for Permit to Drill (Form #2) with the following additional provisions:

1. Cement will be circulated to the ground surface on the surface casing.

2. If production casing (long string) is set: A. Sufficient cement will be circulated on the long string to cover any fresh water aquifer not covered

by the surface casing. B. A cement bond log will be run and filed with the Department.

3. If abandoned: A. With long string, sufficient cement will be circulated to install:

1. A 100-foot cement plug immediately above the perforation. 2. A 100-foot cement plug, half in and half out of the top of the casing stub after the retrievable

part of the production casing has been removed. 3. A 100-foot cement plug, half in and half out of the top of any fresh water aquifer between the

top of the casing stub and the base of the surface casing. 4. A 100-foot plug, half in and half out of the base of the surface casing. 5. A 25-foot cement plug at the top of the surface casing.

B. Without long string, sufficient cement will be circulated to set: 1. 100-foot cement plugs, half in and half out of the top of the following formations: Red River,

Interlake, Madison, Minnelusa and Fall River. 2. A 100-foot cement plug, half in and half out of the base of the surface casing. 3. A 25-foot cement plug at the top of the surface casing.

C. Heavy, mud-laden fluid will be used between all plugs.

4. A washed set of sample cuttings (or cores, if cut) is to be shipped to the State free of charge.

5. Please notify this office prior to plugging so that a witness can be on location. Call Fred V. Steece, Supervisor or Mack McGillivray. After hours, call Fred at 605-343-8617 or Mack at 605-341-0207.

DOMING al ELEVATION 28924'

SCALE r - coo'

WELL LOCATION PLAT t■ppocanY

SAC~ DEBT? COPPAMY

Address: DRAWER 3068 MAW. TEXAS 79701 Wei Ncrte & No. DOWSING *I 2495 feet from east Lite and 75 feet from south Lite Stela 6.122N. ME. B.H.M. Harting Canty. South Dakota

I •

STORE

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44 STORE N 89 54' 56' W 2640,39- $TONE

I CERTFY THAT 7715 PLAT CORRECTLY REPRESENTS WORK PERFORMED BY IE OR cavER MY RESPONSIBLE TERREL co CHARGE AM) 15 TRW AMC CORRECT. TO 77E BEST CF MY AM) BEEF EXPLANATION AREA:

8ASS OF BEAR NORTH S

NaZE SEC 6 AS NEST

PERSON AUTHORIZING 5LRVEY:

AnFsEktek ke4945

BASS CF ternou:Nrul

ELEVATION 28791

BROSZ AVVCZNATRINC BOX .357

BOWMAN ND. 58623 PHOAE: 7a-523-3340

PROJECT MO. 95-70

NO!' 13 '95 17:23

100'39Ud INOINU NUS 01 701 523 5243 PAGE.002

CINUlaIW A963N3 39dS WOdd LS:SI 96, 91 833

Milo A. Downing SS#: -

FROM ICEI1S as - l'All) Ill' Rev 60, No. 2

95-14 -/, 89

gook O&G page 6 7

OIL AND GAS LEASE

AGREEMENT, Made and entered into the 16t17

day of August 1995 by and between

Milo A. Downing and Barbara J. Downing, husband and wife

whose post office address is DC 63, Box 21

Ludlow, SD 57755 , hereinafter called lessor (whether one or more) and DIAMOND RESOURCES, INC

whose post office address is P.O. Box 1938 Williston, ND 58802-1938

hereinafter called Lesser:

Ten and more ($10.00+) WITNESSETIL Thnt the Lessor, for and in consideration of DOLLARS

rash In hand paid. the receipt of which is hereby acknowledged, and the convenants and agreement. hereinafter contained, has granted, demised, leased and let, and by these present, does grant, demise, lease and let exclusively into the said Lessee, the land hereinafter described, with the exclusive right for the purpose of mining, exploring by geophysical and other methods, and operating for end producing therefrom oil and all gas of whatsoever nature nr kind, with rights of way noel easem•nta for layiag PIP linen, and erection of structures thereon to produce, save and hike care of said products, all that certain tract of land

situated in the County of

Harding , State of South Dakota

descril ed oar lows to-wit.

See Exhibit "A" attached hereto and made a part hereof.

600.83 I

and containing aerea, more or less. three and one-half (3i) I. It is agreed that this lease shall remain in fore for a term of MK years from this date and as long Thereafter as oil or gas of whatsoever

nature or kind in produced from said leased peemiees or on acreage pooled therewith, or drilling operations are continued as hereinafter provided. If, at the expiration of the primary term of this lease, oil or gas is not being produced on the leased premises or on acreage pooled therewith but Lessee in then engaged in drilling or re-working mieration, thereon, then this lease shall continue in loser so long as operations are bring continuously prosecuted on the leased premises or on acreage pooled therewith; and operation, shaft be con sided to he continuously prosecuted if not more than ninety (90) days shall elapse between the completion or aban-donment of 'Inc well nod the beginning of operations For the drilling of n ntihnequent. well. If after discovery of oil or gen on said Innil or an acreage pooled there-with. the production Thereof !Mould ctn.:, Tam any cause after the primary term, this lease shall not terminate if Lessee commences additional drilling or re-working opeintiono w folio ninety 1910 (Jaye from late of cessation of trodurtion or From dole of completion of dry hole. If oil or gas shall be discovered and produced as

ieoult of such oporot anon at or Riles the. expiration of the pr; leery Rion of this hese, this tense shall continue in force so long as oil or gas is produced from the lensed premises or an acreage pooled therewith.

2 Thin is n I'AI II Ur LEASE. In consideration sf the clown • ash payment, Lessor agrees that Lessee shall not be obligated, except as otherwise provided be in, to romme ore or caseitinue an), opnation, during the prim-Pry !ran. lessee may nt any time or times during or after the primary term surrender thin tense no to nil or oily portion of 9S id land end es to any strata Sr stratum by delivering lc, Lessor or by tiling for record a release or releases-, and he relieved of all obligation thereafter nerruing as to the acreage surrendered.

3. In conaideration of the pr. mines the said t emcee. conennnte and wren: Int To deliver to the creed' of Lesson, free of cost, in the pipe line to which forgoer may connect wells on said land, the equal one-eighth (I/c) part of

all oil {induced and saved from the !echo() preminer. 2.nd To pay tensor ene-eighth F.,' of the green [roc-reds each year, payable quarterly, for the gas from each well where gas only is found, while

The same in bring used of the premises, earl if used In the manufacture of gasoline a royalty of one-eighth (VA payable monthly at the prevailing market ratenagns

3r-d. To pay Lassor for gas produced from any oil well end used off the premises or in the manufacture of gasoline or any other product a royalty of one-eighth IVs) of the proceeds, at the mouth of the well, payeble monthly at the prevailing market rate. 4 Where gas from a well capable of producing gas is not sold or used. lessee may pay or tender as royalty to the royalty owners One Dollar per year per

net royalty acre retained hereunder, such payment or tender to he made on or before the anniversary date of this lease next ensuing after the expiration of 90 dnya From the cIntr such well is shut in and thereafter on or before he anniversary date of this lease during the period such well is shut in. If such payment or tender is made, it will be considered that gas is being produced within the meaning of this lease.

5 If Raid Lessor o,nn a less interest in the slave described land than the entire and undivided fee simple estate therein, then the royalties (including any shut in gas toyatty) herein provided for shell be paid the said Lessor only in the proportion which lessor's interest bears to the whole and undivided fee.

G. lessee shall have the right to use. free of cost, gas, oil and water produced on said land for Lessee's operation thereon, except water from the wells of lesser.

7. When requested by fee car, Lassa(' Shall bury teener's pipe lines below plow depth. I) No well shall he drilled nearer than 200 feet to the house or barn now via said premises without written consent of Lessor. 9 lessee shall pay for damages caused by Lessee's operations to growing crops on said land.

10. Lessee shall have the right at any time to remove all macninery and fixtures placed on said premises, including the right to draw and remove casing. 1I. The rights of lessor and Lessee hereunder may he assigned In whole or part. No change in ownership of lessor's interest thy assignment or other-

wise) shall he binding on lessee until Lessee has been furnished with notice, consisting of certified copies of all recorded instruments or documents and other information necessary to eat oldish a complete chain of record title from lessor, and then only with respect In payments thereafter made. No other kind of miller, whether virtual or ronotructive, shall he binding on lessee. No present or future division of lessor's ownership as to different portions or parcels of said land shall operate to enlarge the Milian( inns nr diminish the rights of Lessee, and all lessee's operations may he conducted without regard to any such division. If all or nny port of this leallf is assigned, no leasehold owner thrill he liable for any act or nininoion of any other leasehold owner.

12.Lessee, at its option, is hereby given the right and power at any time And from One to time as n recurring right, either before or after production, as to rill or nny port of the Innd described herein and as to any one or more the fornintione hereunder, to pool or unitize the leasehold estate and the mineral rotate rove-reef try On, lease with other land, lease or leases in the immediate vicinity for the production of oil and gas, or separately for the production of either, when in Lessee's judgment it is necessary or advisable to do so, and irrespective of whetner authority similar to this exists with respect to such other land, lease or lenses. Likewise, units previously formed to include formations not producing oil or gas, may he reformed to exclude such non-producing formations. The forming or reforming of any unit shall he accomplished by lessee executing and Citing of record a declaration of such unitization or reformhtion, which declaration shell describe the unit Any unit may include land upon which a well has theretofore been completed or upon which operations for drilling have theretofore been com-menced Punka-lion, drilling or reworking operations or a well shut in for wart of a market anywhere on a unit which includes all or a part of this lease shall be treated ns if it were production, drilling or reworking operations or a well sinct io for went of it market under this lease. In lieu of the royalties elsewhere herein opecified, including shut in gas royalties, Lessor shall receive on production from the unit an pooled royalties only on the portion of such production allocated to this lease; such allocation shall be that prop

inortion of the unit production that the total number of surface acres covered by this lease and included in the unit

bears to the total !mother of sinfare acres such unit. In addition to the foregoing, lessee shall have the right to unitize, pool, or combine all or any part of the above described lands as to one or more of the formations thereunder with other lands in The same general area by entering into a cooperative or unit plan of development or operation approved by any governmental authority and, from tms to time, witli like approysl, to modify, change or terminate any such plan or agreement and, in such event, the terms, conditions. and provisions of thin lease shall be deemed modified to conform to the terms, conditions, and provisions of curb npproved cooperative or unit plan of development or operation and, porta:Warty, all drilling and development requirements of this lease, express or implied, shall he satisfied by compliance with the drilling and development requirements of such plan or agreement, and this lease shall not terminate or expire during the life of Ruch plan or agreement. In the event that said above described lands or any part thereof, shall hereafter be operated under any such cooperative or unit plan of development or operation whereby the production therefrom is allocated to different portions of the land covered by said plan, then the production alto. rifled to any porticular tract of land shall, for the purpose of computing the royalties to be paid hereunder to lessor, he regarded an Naving been produced from the particular trod of land to which it is allocated and not to any other tract of land; and the royalty payments to he made hereunder to Lessor shall be based upon production only no so allocated. lessor shall formally express Lanyor'a convent to any cooperative or unit plan of development or operation adopted by lessee nod noproved by an) governinionai agency by execuiing the same upon requent of Lessee.

13 All express or implied covenants of this lease shall be subject to all Federal and State Laws, Executive Orders, Rules or Regulations, and this lease shall not be terminated, in whole nr in part, nor lessee held liable in damages, for failure to comply therewith, if compliance is prevented by, or if such failure is the result of, any such 1.nw, Order, Rule or Regulation.

Id. lessor hereby warrants and agrees to defend the title to the lands herein described, and agrees that the Lessee shall have the right at any time to redeem for Lasso!, by payment, any mortgages, taxes or other liens on the above described (ands, in the event of default of payment by Lessor, and be auhrogated to the rights of the holder thereof, and the undersigned lessors, for themselves and their heirs, successors and assigns, hereby surrender and release all right of dower and homentend in The premiere described herein, insofar as said right of dower and homestead may in any way affect the purposes for which this lease is made, ns recited heroin

15 Should any one or more of the parties hereinabove named as Lessor fail to execute this lease, it shall nevertheless he binding upon all such parties who do execute it ns Lessor. The word "lessor,' as used in this lease, shall mean any one or more or all of the parties who execute this lease as lessor. All the provisions of this lease .hall he binding on the heirs, successors and assign. of Lessor and Lessee.

IN WITNESS WIIEREOF. this Instrument in executed as of the date first above written.

x A(Lda4a4 jottrybt-;7/1 Barbara J. Downing 470-64-9296

IN WITNESS WHEREOF, I have hereunto set my of al signature and affixed my notorial seal, the day and year first written.

My commission Expires /9

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STATE OF /1/bAr-AJ' PA/217-4

COUNTY OF /71V/41/0/

BE IT REMEMBERED, That on this0742-/eday of dtkii , A.D. 1971, before me a Notary Public in and for said County and State, personally appeared

Milo A. Downing and Barbara J. Downing, husband and wife

to me known to be the identical person(s) described in and who executed the within and foregoing instrument and acknowledged that-May executed the same asirlitii< free and voluntary act and deed for the uses and purposes therein set forth.

TIMOTHY A. SAD044.t.,, v./. 0 t Notary Public, STATE OF1EPTH DAKOTA. My Commission Expirea

89 INOIO&G 69

EXHIBIT "A"

Attached to Oil and Gas Lease dated August 16th, 1995 between Milo A. Downing and Barbara J. Downing, husband and wife Lessor(s) and DIAMOND RESOURCES, INC., Lessee.

Township 22 North, Range 06 Fast of the B.H.P.M. Section 6: Lots 3, 4, 5, SE4NW4, SE4 Township 23 North, Range 06 Fast of the B.H.P.M. Section 31: W2NE4, SE4NE4, SE4 and that part of the E2SW4 as described

Tract "B" in Book 41 of Deeds at Page 98, containing 9.28 acres, more or less

Notwithstanding the provisions of this lease to the contrary, this lease shall terminate at the end of the primary term as to all of the leased land(s) except those contained within a producing or spacing unit by law or administrative authority on which is located a well producing or capable of producing oil and/or gas, or on which Lessee is engaged in drilling or reworking operations. However, all acreage not contained in a drilling unit will expire, unless on or before two (2) years after the primary term of this lease, drilling operations are commenced in search of oil and/or gas on the leased premises or on lands pooled therewith. This lease shall remain in full force and effect so long as drilling or reworking operations are being continuously prosecuted on the leased premises or on lands pooled therewith if not more than one (1) year shall elapse between the completion or Abandonment of one well and the beginning of operations for the drilling of another well. No obligation to drill these wells is implied, and the only penalty for failure to drill those wells will be the loss of all rights earned hereunder except to those lands included in producing units.

Signed for identification.

bmbou\kl. 4our“--un

mo 95-1479

fteCOnled:jja 0 P.M. ok 89 O&G t 67-69

WORM,/ COMPARED ,--- Register of

GRANTOR 12 liikrftAnc, 01,4roN ORANTES t--- NOMOMMW01.6--- FEE: $18.00 pd

PRODUCERS 88—PAID UP Rev. 5.60, No. 2

95-1593

OIL AND GAS LEASE

_8001on • —.Page 2"_

AGREEMENT, Made and entered into the 16th day of August 1995 by and between

Agnes Downing, ii-married woman dealing in her sole and separate property,

whose post office address is HC 63, Box 21

, hereinafter called Lessor (whether one or more) and DIAMOND RESOURCES, INC

whose post office address is P.O. Box 1938 Williston, ND 58802-1938

hereinafter called Lessee:

Ten and more ($10.00+) WITNESSETH, That the Lessor, for and in consideration of DOLLARS

cash in hand paid, the receipt of which is hereby acknowledged, and the convenants and agreements hereinafter contained, has granted, demised, leased and let, and by these presents does grant, demise, lease and let exclusively unto the said Lessee, the land hereinafter described, with the exclusive right for the purpose of mining, exploring by geophysical and other methods, and operating for and producing therefrom oil and all gas of whatsoever nature or kind, with nghts of way and easements for laying pipe lines, and erection of structures thereon to produce, save and take care of said products, all that certain tract of land

situated in the County of Harding State of SOUth Dakota described as follows, to-wit:

SeeF1,-hibit "A" attached hereto and made a part hereof.

600.83 and containing acres, more or less. three and one-half (3i)

1. It is agreed that this lease shall remain in force for a term of EX years from this date and as long thereafter as oil or gas of whatsoever nature or kind is produced from said leased premises or on acreage pooled therewith, or drilling operations are continued as hereinafter provided. If, at the expiration of the primary term of this lease, oil or gas is not being produced on the leased premises or on acreage pooled therewith but Lessee is then engaged in drilling or re-working operations thereon, then this lease shall continue in force so long as operations are being continuously prosecuted on the leased premises or on acreage pooled therewith; and operations shall be considered to be continuously prosecuted if not more than ninety (90) days shall elapse between the completion or aban-donment of one well and the beginning of operations for the drilling of a subsequent well. If after discovery of oil or gas on said land or on acreage pooled there-with, the production thereof should cease from any cause after the primary term, this lease shall not terminate if Lessee commences additional drilling or re-working operations within ninety (90) days from date of cessation of production or from date of completion of dry hole. If oil or gas shall be discovered and produced as a result of such operations at or after the expiration of the primary term of this lease, this lease shall continue in force so long as oil or gas is produced from the leased premises or on acreage pooled therewith.

2. This is a PAID-UP LEASE. In consideration of the down cash payment, Lessor agrees that Lessee shall not be obligated, except as otherwise provided herein, to commence or continue any operations during the primary term. Lessee may at any time or times during or after the primary term surrender this lease as to all or any portion of said land and as to any strata or stratum by delivering to Lessor or by filing for record a release or releases, and be relieved of all obligation thereafter accruing as to the acreage surrendered.

3. In consideration of the premises the said Lessee covenants and agrees: let. To deliver to the credit of Lessor, free of cost, in the pipe line to which Lessee may connect wells on said land, the equal one-eighth ('Is) part of

all oil produced and saved from the leased premises. 2nd. To pay Lessor one-eighth (1/4) of the gross proceeds each year, payable quarterly, for the gas from each well where gas only is found, while

the same is being used off the premises, and if used in the manufacture of gasoline a royalty of one-eighth WO, payable monthly at the prevailing market rate for gas.

3rd. To pay Lessor for gas produced from any oil well and used off the premises or in the manufacture of gasoline or any other product a royalty of one-eighth ('Is) of the proceeds, at the mouth of the well, payable monthly at the prevailing market rate. 4. Where gas from a well capable of producing gas is not sold or used. Lessee may pay or tender as royalty to the royalty owners One Dollar per year per

net royalty acre retained hereunder, such payment or tender to be made on or before the anniversary date of this lease next ensuing after the expiration of 90 days from the date such well is shut in and thereafter on or before the anniversary date of this lease during the period such well is shut in. If such payment or tender is made, it will be considered that gas is being produced within the meaning of this lease.

5. If said Lessor owns a less interest in the above described land than the entire and undivided fee simple estate therein, then the royalties (including any shut-in gas royalty) herein provided for shall be paid the said Lessor only in the proportion which Lessor's interest bears to the whole and undivided fee.

6. Lessee shall have the right to use, free of cost, gas, oil and water produced on said land for Lessee's operation thereon, except water from the wells of Lessor.

7. When requested by Lessor, Lessee shall bury Lessee's pipe lines below plow depth. 8. No well shall be drilled nearer than 200 feet to the house or barn now on said premises without written consent of Lessor. 9. Lessee shall pay for damages caused by Lessee's operations to growing crops on said land.

10. Lessee shall have the right at any time to remove all machinery and fixtures placed on said premises, including the right to draw and remove casing. 11. The rights of Lessor and Lessee hereunder may be assigned in whole or part. No change in ownership of Lessor's interest (by assignment or other-

wise) shall be binding on Lessee until Lessee has been furnished with notice, consisting of certified copies of all recorded instruments or documents and other information necessary to establish a complete chain of record title from Lessor, and then only with respect to payments thereafter made. No other kind of notice, whether actual or constructive, shall be binding on Lessee. No present or future division of Lessor's ownership as to different portions or parcels of said land shall operate to enlarge the obligations or diminish the rights of Lessee, and all Lessee's operations may be conducted without regard to any such division. If all or any part of this lease is assigned, no leasehold owner shall be liable for any act or omission of any other leasehold owner.

12. Lessee, at its option, is hereby given the right and power at any time and from time to time as a recurring right, either before or after production, as to all or any part of the land described herein and as to any one or more of the formations hereunder, to pool or unitize the leasehold estate and the mineral estate covered by this lease with other land, lease or leases in the immediate vicinity for the production of oil and gas, or separately for the production of either, when in Lessee's judgment it is necessary or advisable to do so, and irrespective of whether authority similar to this exists with respect to such other land, lease or leases. Likewise, units previously formed to include formations not producing oil or gas, may be reformed to exclude such non-producing formations. The forming or reforming of any unit shilll be accomplished by Lessee executing and filing of record a declaration of such unitization or reformation, which declaration shall describe the unit. Any unit may include land upon which a well has theretofore been completed or upon which operations for drilling have theretofore been com-menced. Production,, drill' or re orking operations or a well shut in for want of a market anywhere on a unit which includes all or a part of this lease shall be treated as if it were prod-u8tion, Drilling or reworking operations or a well shut in for want of a market under this lease. In lieu of the royalties elsewhere herein specified, includin pip_gas royalties, Lessor shall receive on production from the unit so pooled royalties only on the portion of such production allocated to this lease; such 41941 bd°that proportion of the unit production that the total number of surface acres covered by this lease and included in the unit bears to the total amouar of surface acres in such unit. In addition to the foregoing, lessee shall have the right to unitize, pool, or combine all or any part of the above descritted lands as ti) one or more of the formations thereunder with other lands in the same general area by entering into a cooperative or unit plan of development or miteati4Wdpproved by any governmental authority and from time to time, with like approval, to modify, change or terminate any such plan or agreement and, in edbfi eywit., the terms, conditions, and provisions of this lease shall be deemed modified to conform to the terms, conditions, and provisions of such approved cooperptive or unit plan of development or operation and, particularly, all drilling and development requirements of this lease, express or implied, shall be satisfied by compliance with the drilling and development requirements of such plan or agreement, and this lease shall not terminate or expire during the life of such plan or agreement. In the event that said above described lands or any part thereof, shall hereafter be operated under any such cooperative or unit plan of development or operation whereby the production therefrom is allocated to different portions of the land covered by said plan, then the production allo-cated to any particular tract of land shall, for the purpose of computing the royalties to be paid hereunder to Lessor, be regarded as having been produced from the particular tract of land to which it is allocated and not to any other tract of land; and the royalty payments to be made hereunder to Lessor shall be based upon production only as so allocated. Lessor shall formally express Lessor's consent to any cooperative or unit plan of development or operation adopted by Lessee and approved by any governmental agency by executing the same upon request of Lessee.

13. All express or implied covenants of this lease shall be subject to all Federal and State Laws, Executive Orders, Rules or Regulations, and this lease shall not be terminated, in whole or in part, nor Lessee held liable in damages, for failure to comply therewith, if compliance is prevented by, or if such failure is the result of, any such Law, Order, Rule or Regulation.

14. Lessor hereby warrants and agrees to defend the title to the lands herein described, and agrees that the Lessee shall have the right at any time to redeem for Lessor, by payment, any mortgages, taxes or other liens on the above described lands, in the event of default of payment by Lessor, and be subrogated to the rights of the holder thereof, and the undersigned Lessors, for themselves and their heirs, successors and assigns, hereby surrender and release all right of dower and homestead in the premises described herein, insofar as said right of dower and homestead may in any way affect the purposes for which this lease is made, as recited herein.

16. Should any one or more of the parties hereinabove named as Lessor fail to execute this lease, it shall nevertheless be binding upon all such parties who do execute it as Lessor. The word "Lessor,* as used in this lease, shall mean any one or more or all of the parties who execute this lease as Lessor. All the provisions of this lease shall be binding on the heirs, successors and assigns of Lessor and Lessee.

IN WITNESS WHEREOF, this instrument is executed as of the date first above written.

X ll-t441)04-c-cA--s-ze--t. — SS#: feillang"

Ludlow, SD 57755

Agnes Downing

89 BONtO&G eimmi 217

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to me known to be the identical within_and foregoing instrument as /' free and voluntary act forth

dealing in her sole and separate property.

person(s) described in and who executed the and acknowledged that SNP-executed the same and deed for the uses and purposes therein set

IN VI iitEREOF, I have hereunto set my official signature and affixed my

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Re Oslo/ of Irierf.:oty. Corm,' FEE: $18.00 pd

89 8001.2111Yophadimmia4

EXHIBIT "A"

Attached to Oil and Gas Lease dated August 16th, 1995 between Agnes Downing, a widow Lessor(s) and DIAMOND RESOURCE'S, INC., Lessee.

Township 22 North, Range 06 Fast of the B.H.P.M. Section 6: Lots 3, 4, 5, SE4NW4, SE4 Township 23 North, Range 06 East of the B.H.P.M. Section 31: W2NE4, SE4NE4, SE4 and that part of the E2SW4 as described

Tract "B" in Book 41 of Deeds at Page 98, containing 9.28 acres, more or less

Notwithstanding the provisions of this lease to the contrary, this lease shall terminate at the end of the primary term as to all of the leased land(s) except those contained within a producing or spacing unit by law or administrative authority on which is located a well producing or capable of producing oil and/or gas, or on which Lessee is engaged in drilling or reworking operations. However, all acreage not contained in a drilling unit will expire, unless on or before two (2) years after the primary term of this lease, drilling operations are commenced in search of oil and/or gas on the leased premises or on lands pooled therewith. This lease shall remain in full force and effect so long as drilling or reworking operations are being continuously prosecuted on the leased premises or on lands pooled therewith if not more than one (1) year shall elapse between the completion or abandonment of one well and the beginning of operations for the drilling of another well. No obligation to drill these wells is implied, and the only penalty for failure to drill those wells will be the loss of all rights earned hereunder except to those lands included in producing units.

Signed for identification.

No 95-1593

ReconNNI.2118/95 3:00 P.M.

PRODUCERS 88—PAID UP Rev. 5.80, No. 2

95-741

86

164;0&G

OIL AND GAS LEASE

AGREEMENT, Made and entered into the 22nd day of March

SEE ATTACHED EXHIBIT "A" FOR LESSORS

1995 by and between

whose post office address is

, hereinafter called Lessor (whether one or more) and DIAr43ND RESOURCES, INC

whose post office address is P.O. Box 1938 Williston, ND 58802-1938 hereinafter called Lessee:

WITNESSETH, That the Lessor, for and in consideration of Ten and more ($10.00+) DOLLARS cash in hand paid, the receipt of which is hereby acknowledged, and the convenants and agreements hereinafter contained, has granted, demised, leased and let, and by these presents does grant, demise, lease and let exclusively unto the said Lessee, the land hereinafter described, with the exclusive right for the purpose of mining, exploring by geophysical and other methods, and operating for and producing therefrom oil and all gas of whatsoever nature or kind, with rights of way and easements for laying pipe lines, and erection of structures thereon to produce, save and take care of said products, all that certain tract of land

State South Dakota situated in the County of Harding , described as follows, to-wit:

Township 22 North, Range 06 East of the B.H.P.M.

Section 6: Lots 6, 7, E2SW4

151.88 and containing acres, more or less. Five (5.) 1. It is agreed that this lease shall remain in force for a term of t ears from tail' date and as long thereafter as oil or gas of whatsoever

nature or kind is produced from said leased premises or on acreage pooled therewit , or drilling operations are continued as hereinafter provided. If, at the expiration of the primary term of this lease, oil or gas is not being produced on the leased premises or on acreage pooled therewith but Lessee is then engaged in drilling or re-working operations thereon, then this lease shall continue in force so long as operations are being continuously prosecuted on the leased premises or on acreage pooled therewith; and operations shall be considered to he continuously prosecuted if not more than ninety (90) days shall elapse between the completion or aban-donment of one well and the beginning of operations for the drilling of a subsequent well. If after discovery of oil or gas on said land or on acreage pooled there. with, the production thereof should cease from any cause after the primary term, this lease shall not terminate if Lessee commences additional drilling or re-working operations within ninety (90) days from date of cessation of production or from date of completion of dry hole. If oil or gas shall be discovered and produced as a result of such operations at or after the expiration of the primary term of this lease, this lease shall continue in force so long as oil or gas is produced from the leased premises or on acreage pooled therewith.

2. This is a PAID-UP LEASE. In consideration of the down cash payment, Lessor agrees that Lessee shall not be obligated, except as otherwise provided herein, to commence or continue any operations during the primary term. Lessee may at any time or times during or after the primary term surrender this lease as to all or any portion of said land and as to any strata or stratum by delivering to Lessor or by filing for record a release or releases, and be relieved of ell obligation thereafter accruing as to the acreage surrendered.

3. In consideration of the premises the said Lessee covenants and agrees: 1st. To deliver to the credit of Lessor, free of cost, in the pipe line to which Lessee may connect wells on said land, the equal one-eighth (V.) part of

all oil produced and saved from the leased premises. 2nd. To pay Lessor one eighth WO of the gross proceeds each year, payable quarterly, fur the gas from each well where gas only is found, while

the same is being used off the premises, and if used in the manufacture of gasoline a royalty of one-eighth ('Is). payable monthly at the prevailing market rate for gas.

3rd. To pay Lessor for gas produced from any oil well and used off the premises or in the manufacture of gasoline or any other product a royalty of one-eighth ('4) of the proceeds, at the mouth of the well, payable monthly at the prevailing market rate. 4. Where gas from a well capable of producing gas is not sold or used. Lessee may pay or tender as royalty to the royalty owners One Dollar per year per

net royalty acre retained hereunder, such payment or tender to be made on or before the anniversary date of this lease next ensuing after the expiration of 90 days from the date such well is shut in and thereafter on or before the anniversary date of this lease during the period such well is shut in. If such payment or tender is made, it will be considered that gas is being produced within the meaning of this lease.

5. If said Lessor owns a lees interest in the above described land than the entire and undivided fee simple estate therein, then the royalties (including any shut-in gas royalty) herein provided fur shall be paid the said Lessor only in the proportion which Lessor's interest bears to the whole and undivided fee.

6. Lessee shall have the right to use, free of cost, gas, oil and water produced on said land for Lessee's operation thereon, except water from the wells of Lessor.

7. When requested by Lessor, Lessee shall bury Lessee's pipe lines below plow depth. 8. No well shall be drilled nearer than 200 feet to the house or barn now on said premises without written consent of Lessor. 9. Lessee shall pay for damages caused by Lessee's operations to growing crops on said land.

10. Lessee shall have the right at any time to remove all machinery and fixtures placed on said premises, including the right to draw and remove casing. 11. The rights of Lessor and Lessee hereunder may be assigned in whole or part. No change in ownership of Lessor's interest (by assignment or other-

wise) shall be binding on Lessee until Lessee has been furnished with notice, consisting of certified copies of all recorded instruments or documents and other information necessary to establish a complete chain of record title from Lessor, and then only with respect to payments thereafter made. No other kind of notice, whether actual or constructive, shall be binding on lessee. No present or future division of Lessor's ownership as to different portions or parcels of said land shall operate to enlarge the obligations or diminish the rights of Lessee, and all Lessee's operations may be conducted without regard to any such division. If all or any part of this lease is assigned, no leasehold owner shall be liable fur any act or omission of any other leasehold owner.

12. Lessee, at its option, is hereby given the right and power at any time and from time to time as a recurring right, either before or after production, as to all or any part of the land described herein and as to any one or more of the formations hereunder, to pool or unitize the leasehold estate and the mineral estate covered by this lease with other land, lease or leases in the immediate vicinity for the production of oil and gas, or separately for the production of either, when in Lessee's judgment it is necessary or advisable to do so, and irrespective of whether authority similar to this exists with 'moped to such other land, lease or leases. Likewise, units previously formed to include formations not producing oil or gas, may be reformed to exclude such non-pfoducing formations. The forming or reforming of any unit shall be accomplished by Lessee executing and filing of record a declaration of such unitization or reformation, which declaration shall describe the unit. Any unit may include land upon which a well has theretofore been completed or upon which operations for drilling have theretofore been com-menced. Production, drilling or reworking operations or a well shut in for want of a market anywhere on a unit which includes all or a part of this lease shall be treated as if it were production, drilling or reworking operations or a well shut in for want of a market under this lease. In lieu of the royalties elsewhere herein specified, including shut-in gas royalties. Lessor shall receive on production from the unit so pooled royalties only on the portion of such production allocated to this lease; such allocation shall be that proportion of the unit production that the total number of surface acres covered by this lease and included in the unit bears to the total number of surface acres in such unit. In addition to the foregoing, lessee shall have the right to unitize, pool, or combine all or any part of the above described lands as to one or more of the formations thereunder with other lands in the same general area by entering into a cooperative or unit plan of development or operation approved by any governmental authority and from time to time, with like approval, to modify, change or terminate any such plan or agreement and, in such event, the terms, conditions, and provisions of this lease shall be deemed modified to conform to the terms, conditions, and provisions of such approved cooperative or unit plan of development or operation and, particularly, all drilling and development requirements of this lease, express or implied, shall be satisfied by compliance with the drilling and development requirements of such plan or agreement, and this lease shall not terminate or expire during the life of such plan or agreement. In the event that NOW above described lands or any part thereof, shall hereafter be operated under any such cooperative or unit plan of development or operation whereby the production therefrom is allocated to different portions of the land covered by said plan, then the production allo-cated to any particular tract of land shall, for the purpose of computing the royalties to be paid hereunder to Lessor, be regarded as having been produced from the particular tract of land to which it is allocated and not to any other tract of land; and the royalty payments to be made hereunder to lessor shall be based upon production only as so alloccted. Lessor shall formally express Lessor's c.,risent to any cooperative or unit plan of development or operation adopted by Lessee and approved by any governmental agency by executing the same upon request of Lessee.

13. All express or implied covenants of this lease shall be subject to all Federal and State Laws, Executive Orders, Rules or Regulations, and this lease shall not be terminated, in whole or in part, nor Lessee held liable in damages, for failure to comply therewith, if compliance is prevented by, or if such failure is the result of, any such Law, Order, Rule or Regulation.

14. Lessor hereby warrants and agrees to defend the title to the lands herein described, and agrees that the Lessee shall have the right at any time to redeem for Lessor, by payment, any min-Imes, taxes or other liens on the above described lands, in the event of default of payment by Lessor, and he subrogated to the rights of the holder thereof, and the undersigned Lessors, for themselves and their heirs, successors and assigns, hereby surrender and release all right of dower and homestead in the premises described herein, insofar as said right of dower and homestead may in any way affect the purposes for which this lease is made, as recited herein.

15. Should any one or more of the parties hereinabove named as Lessor fail to execute this lease, it shall nevertheless he binding upon all such parties who do execute it as Lessor. The word "Lessor; as used in this lease, shall mean any one or more or all of the parties who execute this lease as Lessor. All the provisions of this lease shall be binding on the heirs, successors and assigns of Lessor and Lessee.

IN WITNESS WIIEREOF, this instrument is executed as of the date first above written.

SEE ATTACHED EXHIBIT "A" FOR SIGNATURES

86 look O&G pan571

STATE OF Kungsbacka,

COUNTY OF Sweden

BE IT REMEMBERED, That on this 29thjay of March , A.D. 19 95 , before me a Notary Public in and for said County and State, personally appeared

Gunnel Nilsson

to me known to be the identical person(X) described in and who executed the within and foregoing instrument and acknowledged that she executed the same as her free and voluntary act and deed for the uses and purposes therin set forth.

IN WITNESS WHEREOF, I have hereunto set my official ture affixed my notarial seal, the day and year first above wri

1996 02 28 Notary Public

My cammission Expires /Kerstin Benkel/

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STATE OF

ACKNOWLEDGMENT, CORPORATION COUNTY OF SS.

Before me, the undersigned, a Notary Public, in and for said County and State, on this

19 personally appeared

to me known to be

the identical person who subscribed the name of the maker thereof to the foregoing instrument as its

and acknowledged to me that he executed the some as his free and voluntary act and deed and as the

free and voluntary act and deed of such corporation, for the uses and purposes therein set forth.

Given under my hand and seal of office the day and year last above written.

My commission expires Notary Public

P. O.

day of

(1) Gunnel Paulsson Krakbarsstigen 5 S-434-94 Kungsbacka Sweden

Signed for Identification

)

Gunnel Paulsson

S.S. #: Gunnel Poisson

EXHIBIT "A" L.806&G thaubc..._.572

Attached to and made a part of that certain oil and gas lease dated March 22, 1995 by and between Gunnel Paulsson, Seya Johansson, and Eva S. Nylander as Lessor(s) and Diamond Resources, Inc. as Lessee.

........ •

nrcOn36.0 177, coMPAAECt .„„ WIANTOR :

CRIkteTEE

i40 95-741 7

1,1i t-Recordpri 5/18195 2:00 P.M.

• mc k8.±960 ...;_1.---, 570-572

't1 •2/, J."-

___---7--' (.7r1

FEE: $18.00 pd

(2) Seya Johansson Spinnspovagen 28 S-423-41 Torslanda Goteborg, Sweden

Signed for Identification

Seya Johansson

S.S

I, the undersigned, BJoRN MAGNUSSON, Notary Public of Gothenburg, Sweden, do hereby certify, that Seija ohansson - 380209-9402

s persm- ly signal this document. therburg, this 4th day of April 1995 officio:

o.: 59119 Fee: SEX 130:-

(3) Eva S. Nylander

Signed for Identification

S.S.#:

I, the undersigned, NILS UGGLA, Notary Public

of the City of Stockholm, Sweden, certify that

\t\--mi c' \3L-Akokb 3 cc- , i:J1-...,d and signed the foregoing document,

1e3 StockholmR-71. rzo c c Crowns -- Ex officio: i L

Dated and sig

Signed:

18th .day of February, 1996

, Title: Division Landman

Company: SAGE ENERGY COMPANY

Signed before me t is 18th day of February, 1996

■ I A N.tary Public

My Commission expires: 09/14/96

DEPARTMENT of ENVIRONMENT and NATURAL RESOURCES

OIL AND GAS PROGRAM 2050 West Main. Suite #1 Rapid City, SD 57702 Telephone 605-394-2229 FAX Number 605-394-5317

CERTIFICATION OF NEGOTIATION WITH SURFACE OWNERS OR LESSEE Form 9

I hereby certify that to the best of my knowledge and belief, an agreement regarding compensation for damages to livestock and surface land resulting from drilling operations on the described property has been or is being negotiated with the surface landowners or lessees as listed.

Surface owner/lessee: Milo Downing

Property description: T221\11 R6E B.H.M. Section 6: SW/4 SE/4

Land area: Approx. 1-2 acres

Barbara Ann Gutierrez Notary Public

STATE OF TEXAS

My Comm. Exp. 9-14-96

RECEiVED

FEB 2 0 1,rJ-i

GREAT FACES. CR EAT PEACES.

DEPARTMENT of ENVIRONMENT and NATURAL RESOURCES

OIL AND GAS PROGRAM 2050 West Main, Suite #1 Rapid City, SD 57702 Telephone 605-394-2229 FAX Number 605-394-5317

APPLICATION FOR PIT LINER VARIANCE

In preparing the Pit Liner Variance, please complete in detail. Attach additional pages if needed. Omission of information will constitute an incomplete application and denial of drilling permit.

Operator's Name SAGE ENERGY COMPANY

Address P.O. Drawer 3068 Midland, Texas 79702

Well Name and Number DOWNING #1

Legal Location 215' FSL & 2495' FEL of Sec: 6, T22N, R6E Harding Co., S.D.

Name of Surface Owner Milo A. Downing

Address Ludlow, South Dakota 57755

Name of Mineral Owner Milo A. Downing

Address Ludlow, South Dakota 57755

1. Describe the proposed method of lining: A. Specify liner type if proposing other than a 60 mil as specified by

Rule.

12 Mil Liner thickness.

B. Attach manufacturers specification sheet for a proposed synthetic liner. Specifications should include liner resistance to ultraviolet light, temperature the liner will become brittle and the bursting or tensile strength of the material.

See Attachment #1. Ultroviolet Light Resistant Additives are Added to the Liner Coating.

2. Describe the proposed additives. (The use of additives that are not listed will result in a violation of the drilling permit): A. Specify all possible additives that may be introduced.

See Attachment #2 (Drilling Chemicals List)

B. What is the compatibility of the liner with the proposed additives? Chemical compatibility specifications should be obtainable from the manufacturer. RECEIVED See Attachment #3 (Chemical Resistance Chart)

1

DEC 1 1 1995

ALJGALR_P_PWVIC,AAA

3. What is the expected life of pit? 6-12 Mnflths.

4. Describe the geology of the well site. The description must include formation and soil types. This information may be obtained from the U.S. Soil Conservation Service soil surveys, from published geological maps or from other reports and publications.

The Location is in a Flat Area. The Surface Formation is the Tertiary Ludlow, a very dark gray clay.

5. Describe the hydrology of the well site: A. A description of the formations encountered from drilling the rat hole

using South Dakota equivalent nomenclature. This information should include rock types and geological materials. As an alternative to drilling the rat hole, the site excavation process may be used. If this is used, it must be accompanied by a notarized affidavit from the land owner that no water exists in the area to at least a depth of ten feet below the bottom of the pit. If ground water is encountered during the excavation of the pit, the Department of Environment and Natural Resources should be contacted immediately for further instructions. Information from the rat hole should still be submitted upon completion.

Surface Formation — Dense Clays

B. A description of any formation containing ground water of 10,000 mg/L total dissolved solids (TDS) or less encountered in the rat hole. This information should include the depth to the water table, the rock type of geologic material in which the saturation occurred and the quality of the water (TDS, chlorides, sulfates, sodium, nitrates, hydrocarbons).

N /A

C. The location of shallow wells (100 feet deep or less) within a one quarter mile radius of the site, the drilling logs, if available, and the water quality if the well is accessible. The location of shallow wells may be included on the map of the well site (see question 6 C).

There are no wells within a 1/4 mile radius of the site. (See Attachment Topo Map)

D. The location of any streams, pond, stock dams or other surface waters within a one quarter mile radius of the site, and the water quality, if accessible. The location of surface waters may be included on the map of the well site (see question 6 C).

Proposed well, Downing #1, is located 200' Northwest of Pete's Creek. Location perimeter will have a berm to prevent run-off.

2

ignature and, Dec. 6, 1995

Opera tle Date

. Hardy / VP Engineer a

Oil and Gas Superviso

6. Plans and Specifications of the Pit as specified in the Rule. The compaction of the soil in the pit should be at least 95% the proctor density. A. What are the dimensions of the pit?

100' x 100' x 10'

B. What are the slopes of the pit walls. Include a cross-section of pit.

2 x 1 on ends and 1 x 1 on sides.

C. What is the relationship of the pit to natural drainages? Include a map of the well site showing the location of the pit and the natural drainages within a one quarter mile radius.

Pit is in a relatively flat area.

D. What is the permeability of the soils encountered in the pit area?

1.53 x 10-08 See FMG Report (Attachment #4)

The applicant certifies that a completed, true and correct copy of this application Form has been sent to the surface owner with instructions to direct all comments to the Department of Environment and Natural Resources, Oil and Gas Program, 36 East Chicago, Rapid City, SD 57701, telephone 605-394-2229.

For the DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES

Plans and Specifications Reviewed (question 6)

Date: Approved / 1/4 /9_5 Disapproved

Staff Engineer, /9 ,

Variance Review

Date: Approved FEB 21 1996 Disapproved

RECEIVED

DEC 1 1 1995

3 OIL & GAS PROGRAM

ATTACHMENT #1 (Manufactures Spec List for 12 Mil Liner)

VV T P

VVESTTEXAS PLASTICSONC.

P.O. Box 60004

PHONE 915-563-4005

Midland, Texas 79711

CUSTOM POLYETHYLENE LINERS TOLL FREE 800-583-6005

11701 Co Rd. 125 West

FAX 915-561-5209

TECHNICAL SPECIFICATION SHEET INTEGRA 12 BLACK/WHITE

PROPERTIES TEST METHOD VALUE

THICKNESS, NOMINAL 12 MILS

WEIGHT PER MSF 42 LBS

SCRIM CONSTRUCTION 12 X 12

COATING THICKNESS 1.75 EACH SIDE

GRAB TENSILE AVE ASTM-D-1682 220.0 LBS

TONGUE TEARAVE ASTM-D-2261 54.0 LBS

MULLEN BURST ASTM-D-751 335 PSI

HYDROSTATIC RESISTANCE ASTM-D-751 104 PSI

NOTE: TO THE BEST OF OU RKNOWLE DGE, THESE ARE TYPICAL PROPERTY VALUES AND A RE INTENDEDAS GUIDES ONLY, NOT AS SPECIFICATION LIMITS. MEAT TEXAS Pliant; RlC., NAZIS NO WARRAMms As TO TIE FIDESS Fon A BPECSIC USE OR UF_RCHANTARILITY OF PRODUCTS REFERRED TO, NO GUA RANTEE OF SATISFACTORYRESULTS FROM RELIANCEUPONCONTAI NEDINFORMAT1ONN OR RE COMMENDX1ONS AND DISCLAIMS ALL UABILITY FOR RESULTING LOSS OR DAMAGE,

RECEIVED

DEC 1 1 1995

OIL & GAS PROGRAM NO" IT 2:51 915 561 5209 PAGE . 00c)

Sfere/0)E4 DEPARTMENT of ENVIRONMENT and NATURAL RESOURCES

OIL AND GAS PROGRAM 2050 West Main, Suite #1 Rapid City, SD 57702 Telephone 605-394-2229

REAT FACES. GREAT PLACES. FAX Number 605-394-5317

Sage #1 Downing Permit #1586 22N-6E-6 SWSE, Harding County API: 40 063 20526

PIT LINER VARIANCE CONDITIONS

1. A 12-mil pit liner is required as per item lA of the Application for Pit Liner Variance.

2. Site to be built so as to divert surface waters from location.

£ACHMENT #2 (Drilling Chemicals List)

WESTERN DRILLING FLUID SERVICE P.O. Box 702 Williston, ND 58302-0702

701-572-8993

August 15. 1993

PRODUCT UNIT PRICE PRODUCT UNIT PRICE

CLAYS AND WEIGHT MATERIAL SPECIALTY CHEMICALS

BARITE 100# $ 5.50 ALCOHOL DEFOAMER 5 GAL S 39.45 CALCIUM CARBONATE 50# $ 5.25 ALCOMER 630 50# S 150.00 SALT WATER GEL 50# S 6.10 ALUMINUM STEARATE 25i4 S 42.50 SEA MUD 50# S 6.08 AMMONIUM NITRATE 50# S 7.50 FRESH GEL 100# S 4.25 AMMONIUM THIOCYANATE 501 5 122.00 SUPER GEL 50# S 3,75 CALCIUM CHLORIDE 77% 88# S 16.50

CALCIUM CHLORIDE 90% 88# $ 22.75 LOST CIRCULATION MATERIALS CAUSTIC SODA 50# S 18.65

CF DESCO - 25# 5 27.45 CEDAR FIBER 40#`'" S 4.05 DRILLING DEFOAMER 5 GAL S 31.00 COTTONSEED HULLS 50# . ,5 8.75 DRILLING DETERGENT 5 GAL $ 31.00 CELLOPHANE 25# ̀S 12.75 LIME 50# 5 3.90 MICA (fine/coarse) 50# S 6.00 LIQ. HEC VISCOSIFIER 5 GAL S 125.00 PAPER 404 S 7.60 POTASSIUM CHLORIDE 50# 5.50 MULTISEAL 40# S 8.75 SALT (FINE; 80# $ 4.25 SAWDUST 40# $ 4.00 SAPP 100# S 76.00 NUTSHELLS 50# $ 9.50 SODA ASH 100# S 12.80 BRAN 13.50 1. 004,,,N.$ SODA HEX 100# S 71,75 404././.4

. Lod "4 zber. SODIUM BICARB. 100# S 28.80 FLUID LOSS CONTROL MATERIALS X-CIDE 207 1 GAL S 66.00

PL-1400 SHALE STABIL. 5 GAL S 45.00 AM AIZO STARCH 50# S 23.65 SODIUM HYPOCHLC.). RITE" 55 GAL S 122.00 WHITE STARCH 50# S 14.60 WT 735 5 GAL S 53.75 YELLOW STARCH 50# 5 9.20 SALT 80# 5 2.75

PIPE FREE 5 GAL S 35.00 PIPE FREE 55 GAL S 385.00

ENGINEERING - DAILY RATE - 5250.00 -/-41,-,4014- rvIUDHOUSNAN/FLOAT RENTAL - AVAILABLE AT $15.00/DAY MUDHOUSE STANDS - 52,00 DAILY FREIGHT, REPAIR AND MAINTENANCE IS THE RESPONSIBILTY OF THE CUSTOMER. SHRINKWRAP - 510 00/PALLET

TRUCK LOAD AND RAILCAR PR;C:NG AVAILABLE UPON REQUEST.

DEC -1

TOTAL P.02 JUL 10 '95 15:01

70152333570 PAGE. 002

ATTACHMENT #3 (Chemical Resistance Chart)

VV T P

WESTTEXAS PLASTICS INC

P.O. Box 60004

PHONE 915-563-4005

Midland, Texas 79711

CUSTOM POLYETHYLENE LINERS TOLL FREE 800-583-6005

11701 Co. Rd. 125 West

FAX 915-551-5209

CIMICAL RESISTANCE CHART

4 CLASSES OF SUBSTANCES I RLIFC0 SUPER RUFC0 SUPER RUE CO RUFCO 101013 RUFCO 20106 RUFC0 E3(20 & taFGRA 7 It NTEGELA 1 2 Lk TENPERATURE I SA.?4PSON SA4`:Ct4 510 BLACK BLACK 8.301% EGOBLACX WOVEN A/W WOVEN B/W 68F (20E) I SS 3(0 SS-400 BLACY I

1.114FRAL ACDS, MAK 5 0 5 G 6 G G G K4NERAL ACIDS, STRONG G G G G 6 G G G OMDPJNC ACIDS CONaNT0ATE0 G-P G-P G-P 6-P G-P G-P G-P G-P ALKALIES, MAKI G G G G G G G G ALKALIES STRONG G G G G G G 6 G ALCOHOLS S i G G 5-f 5-f G-F 5-F C F 64 KETONES I G G G-F 6-F 6-F G-F G-F 6-f IfttliOCARBoNs,. ALFrIATIO Crf G-F G-F G-F G-F 6-F G G HYDROCARBONS, AROMATIC 5-F G-F 04 G-F G-F I G-F G G NLS,VE61/044LANERAL G G G 5 . G G G 0-VOL PETROLEUM 6 C- G 6 G4 G-F G C, ExESEL NEL I C-F 1G-7 C-F G-f G-F G-F G4

I

I (G) Goon - LITTLE OR NO DAMAGE AFTER 30 DAYS OF CONSTAAT fXpBBIJRE

IF) FAIR - SOmE EFFECT AFTER PROLONGED DeOSURE HAY INALUA: OF DISCOLORATION_ SOLVENT MAY CAUSE CRACKING LOS'S Of STRENGTH

SOFTENING SWUM, AND PERI-EAT10N LOSSES. THESE F.FREIS ARE NORMALLY 14 nrt31SABLE i I

I ___I I FOR CONTIttIOUS IAA 11111.DIA 1 DAMAGE RA` OCCUR. (P1POOR NOT PECOnnENGED

! 1 I NOTt!To -Hit JEST

NOT AS SPE CIEICATKN OF OUR NNOMIDGE, MESE ARE TYPICAL PROPERTY VALUES AND ARE WENDED AS anDf_S ONLY,

LMTS. wtsfrouLSPLASTIM eir_ WKS No WARRANTIES ASTO THE FITNESS OR A Pi Car USE OR Wo-bwrketini OF RROOtla S REFERRED TO. NO GIJARANTCI Of LATLFACt NY RCaLTS

AM) DIECIAMS ALL LLalitUTY FaR NOM 411ANCE UPON CONTAIMED INFORMATION OR RECOLLENDAT IONS RE9ITCNC LOeS OR DAMACI. r [

RI-ern/TED

tEC I3g5

OIL A GAS PROGInAM

llOir IT =. 51

515 5S1 5209 9E.003

ATTACHMENT #4 (2 PAGES)

FMG, INC. 1823 West Main, Rapid City, South Dakota 57702-2591 605/342-4105

FAX 605/342-4222

Sage Energy Company Attn: Mr. Terrell Downing P.O. Drawer 3068 Midland, TX 79701

November 29, 1995

RE: PERMEABILITY TESTING—CLAY LINER FOR WASTE PIT SAGE ENERGY CO.--DOWNING #1 SE1/4 SECTION 6, T22N, R6E HARDING COUNTY, SOUTH DAKOTA

Dear Mr. Downing:

As requested, we have completed the permeability analysis for one (1) soil sample submitted to our laboratory on November 13, 1995 for the referenced project. The purpose of the testing was to determine if the permeability of the on-site soils is sufficient to allow for pit construction without the use of a synthetic liner, as currently required by the State of South Dakota.

The moisture-density relationship was determined for the sample prior to the permeability test. The moisture-density relationship was used to control the estimated compaction level that the soil in the pit will, exist at. For the purpose of this evaluation, it was estimated that the soils in the pit would exist at a relative compaction percentage of 95% based on a Standard Proctcr (A_STM D698).

The results of the penneabilky testing is presented in the "remarks" category of the moisture-density relationship, pi-esented as Figure 1 of this report.

We trust this information to be sufficient. If you have any questions, or need anything additional, please call us at your earliest convenience. Thank you for the opportunity to be of service.

Sincerely,

FMG, Inc.

James J. Trudeau

c: File #7785.24 Sage.tst

RECEIVED

DEC 11 1995

OIL & GAS PROGRAM

Civil Engineering

Geotechnical Engineering

Materials Testing Laboratory

Land Surveying

Environmental Services

Water Resources

ATTACHMENT #4

MOISTURE-DENSITY RELATIONSHIP TEST

1(15

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D7 c o

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ZAV c,r,r Sp.G.= 2,65

lino

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_ .FOPAII 11110

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11111 A:211M ■ glEi

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111 En • 1 ■ ii 15 17.5 20 ,-.7.?.5 25 27.5 30

Water content, Test specification: ASTM D 698-91 Procedure A, Standard

USCS CLASSIFICATION

Symbol LL PI % GRAVEL % SAND % SILT % CLAY S.C.

CH

TEST RESULTS MATERIAL DESCRIPTION

Optimum moisture = 22.9 %

Maximum dry density 93.0 pcf

Fat Clay

Very Dark Gray

Project No.: 7785.24

Project: Sage Energy Co.--Downing #1'

Location: SE1/4, Section 6, T22N, R6E

Harding County, South Dakota

Date: 11-13-1995

MD No.: 4467 Remarks:

K = 1.53 x 10-08 cm/sec

Waste Plt Area

1pr MOISTURE-DENSITY RELATIONSHIP TEST mOV*4m

V FM, Inc . Fl g. No. 1

2882 6685

SebLe

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2929

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18

90 030 FEET

IN. OAK 17

610 27'30" 620 622 2 ' 11260 000 FEET (N. OAK.) 624000. vey

R 5 E (LUDLOW) R. 6 E 53,5 IV SW

SCALE 1:24000 0 1 MILE

1000 1000 0 2000 3000 5000 1000 6000 7000 FEET

5

45'52'30" • INT91,109.-.13(04.001CA 114.1111091r WAS•111110701.• 0 C — 19 71

LUDLOW 3 Av. 13'22'30'• &OFFAL() 24 A41 y

ROAD CLASSIFICATION

ks" c.r1, 0 1 KILOMETER

Primary highway, all weather, Light-duty road, all weather, hard surface - improved surface

Unir proved road, fair or dry weat Ter

1'07' CONTOUR INTERVAL 10 FEET I

DEPARTMENT of ENVIRONMENT and NATURAL RESOURCES

OIL AND GAS PROGRAM 2050 West Main, Suite #1 Rapid City, SD 57702 Telephone 605-394-2229 FAX Number 605-394-5317 GREAT FACES. GREAT PLACES.

PERMISSION TO INSPECT

In compliance with ARSD 74:10:11:05 and SDCL 45-9, I do hereby grant the Secretary of the Department of Environment and Natural Resources, or his designated agent, permission to inspect all facilities, upon notification, at any time during the life of the permit or project.

Dated October 23, 199

Name Jay H. Hardy

Operator Sage Ene

itle V.P. Engineer

ompany

Location 2286' F L W 775' FSL Sec: 6, T22N, R6E, Harding Co., S.D.

Subscribed and syiorn to before me this 23rd day of October, 1995

(117 z •• a My Commission expires 09-19-97 No ary Ubl

(SEAL)

kiCETI- En

ocT

CAL cf?, 7.4

STATE OF SOUTH DAKOTA

BEFORE THE SECRETARY OF

THE DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES

IN THE MATTER OF THE APPLICATION OF

SAGE ENERGY COMPANY

STATE OF TEXAS

COUNTY OF MIDLAND

CERTIFICATION OF

APPLICANT

) ) SS )

Jay H. Hardy , the applicant in the above matter after being duly sworn upon oath hereby certify the following information in regard to this application:

South Dakota Codified Laws Section 140-27 provides:

The secretary [of environment and natural resources] may reject an application for any permit filed pursuant to Titles 34A or 45, upon making a specific finding that:

(1) The applicant is unsuited or unqualified to perform the obligations of a permit holder based upon a finding that the applicant, any officer, director, partner, or resident manager of the facility for which application has been made:

(a) Has intentionally misrepresented a material fact in applying for a permit;

(b) Has been convicted of a felony or other crime of moral turpitude;

(c) Has habitually and intentionally violated environmental laws of any state or the United States which have caused significant and material environmental damage;

(d) Has had any permit revoked under the environmental laws of any state or the United States;

(e) Has otherwise demonstrated through clear and convincing evidence of previous actions that the applicant lacks the necessary good character and competency to reliably carry out the obligations imposed by law upon the permit holder, or

(2) The application substantially duplicates an application by the same applicant denied by the board within the past five years which denial has not been reversed by a court of competent jurisdiction. Nothing in this subdivision may be construed to prohibit an applicant from submitting a new application for a permit previously denied, if the new application represents a good faith attempt by the applicant to correct the deficiencies that served as the basis for the board's denial in the original application.

Al] applications filed pursuant to Titles 34A and 4S shall include a certification, sworn to under oath and signed by the applicant, that he is not disqualified by reason of this section from obtaining a permit. In the absence of evidence to the contrary, that certification shall constitute a prima facie showing of the suitability and qualification of the applicant. If at any point in the application review, recommendation, or hearing process, the secretary finds the applicant has made any material misrepresentation of fact in regard to this certification, consideration of the application may be suspended and the application may be rejected as provided for under this section.

Applications rejected pursuant to this section constitute final agency action upon that application and may be appealed to circuit court as provided for under chapter 1.26.'

Pursuant to SDCL 1-40-27, I certify that I have read the forgoing provision of state law, and that I am not disqualified by reason of that provision from obtaining the permit for which application has been made.

Dated this 23rciday of October , 19 95 ,

Applicinl

/eft

7

/ /

J-7-7<l/

f

Subscribed and sworn before me this 23rd day of October , 19 95

Notary Pjhblic

My commission expires: 09-19-97

(SEAL)

PLEASE ATTACH SHEET DISCLOSING ALL FACTS PERTAINING TO SDCL 1-40-27(1)(a) THROUGH (e).

ALL VIOLATIONS MUST BE DISCLOSED, BUT WILL NOT AUTOMATICALLY RESULT IN THE REJECTION OF AN APPLICATION.

SIllOdall IflODS / NOIIDadSNI 1rMAN

Well: Location:

API #: Permit #: Operator:

Type of Inspection:

OtherMIT

Final

Routine Oil Well Routine Gas Well

Date:

Comments

New Drill

Inspection Date: Time In: Time Out:

Accompanied by:

Equipment on Site:

Adequate Sign in Place?

Tanks Adequately Bermed?

Evidence of Spills?

Evidence of Improper Waste Disposal?

Weed Problems at Site?

Drill Pit Adequately Lined?

Blowout Preventer Used?

Erosion or Settling Problems?

Reclamation Bond Release

Terrain Suitable/Protects Surface Water?

New Drill

Other Problems?

Top Soil Replaced?

Adequate Vegetation Present?

Protects Ground/Surface Water?

Routine Inspection Items

South Dakota DENR Minerals & Mining Program 523 East Capitol Pierre, SD 57501 Phone: 605-773-4201 Oil & Gas Well Inspection Report

Inspector:

Mechanical Integrity TestTime

(Minutes)

0

5

10

15

Pressure in Production Casing

Pressure in Tubing

Pressure in Surface Casing

Pass MIT

Production Casing Maintains 90% of Initial Pressure after 15 minutes?

Fail MIT

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Yes No NA

Area Adequately Reshaped & Sloped Yes No NA

Landuse:

Signature:

Sage 1 Downing SWSE 6-22N-6E, Harding County

40 063 20526 1586 Luff Exploration Co.

Pumpjack was pumping. No problems noted.

Jul 3, 2014

6/26/2014 1:45 PM MDT 1:50 PM MDT

1 pumpjack, 3 tanks, 1 treater, 1 flare pit, 1 meter house

Jeff Klenner

ScIVRI / SI110da2I IVDINIHDAI

S6 110IVIlad0

DST REPORT # ONE

OPERATOR: Sage Energy Co WELL: Downing #1 TESTING CO: B-J Testers INTERVAL:from 8840' to 8903' TYPE TEST: Conventional -Bottom Hole

DATE: 1 May 1996 LOCATION: Harding Co., SD TESTER: Milt Omlid FORMATION: Red River "B"

BLOW DESCRIPTION

initial open T.O. w/ 1" blow, 1 1/7 - 5 min., 5" - 10 min., 7 - 15 min.

initial shut-in Died in 35 min

second open T.O. w/ 1" blow, 4" - 5 min., 7" - 10 min., 12" - 15 min., 20" - 20 min., 1# - 30 min., 2# - 40 min., 2 1/4# - 50 min., remained 2 1/4# to 120 min., GTS at 105 min. W/ 10' flare thru 1/4" choke.

second shut-in Decr. To no pressure at 240 min, 7 flare.

PRESSURES

TIME INSIDE OUTSIDE Recorder Depth 8815' 8884' Initial Hydrostatic 0050 Hrs 4742 4702 Initial Flow 15 min. 65 - 194 54 - 179 Initial Shut-in 30 min. 3453 3322 Second Flow 120 min. 324 - 518 269 - 501 Second Shut-in 240 min. 3362 3304 Final Hydrostatic 0805 Hrs 4742 4702

BOTTOM HOLE TEMP.: 220 F

Rmf PIT MUD: ..056 @ 60 - F, 180.000 CI- Rmf Recovered Fluid: .056 @ 60 - , 180,000 CI-Rmf Sampler Fluid: none - all oil and gas emulsion

RECOVERY: 93' (1.32 Bbls) Highly gas cut, slightly oil cut drilling mud

SAMPLER: 2.4 cu.ft. Gas @ 375 Psi

REMARKS:. API gravity not available due to the gas-oil emulsion

1466' (14.47 Bbls) Highly gas cut oil

2100 cc. Highly gas cut frothy oil

Mud Type: Weight:

Salt,Starch,Gel 10.2

Viscosity: 44 Water Loss: 14.0 Filter Cake: 2/32 R.W.: .056 @ 65 F PPM CI: 180000 B.H.T.: (°F) 220 Date: 4-30-96 Co. Rep.: Downing Tester: M. Omlid Ticket No.: 1156

TEST TIMES Opened Tool: 00:50,5-01-96 Flow #1: (min) 15 Shutin #1:(min) 59 Flow #2: (min) 120 Shutin #2:(min) 240

PRESSURE Recorder No: Capacity: (psi) Depth: Position: Clock No: Clock Capacity:(hrs)

(A) Initial Hydrostatic (K) Final Hydrostatic (B) Initial Flow #1 (C) Final Flow #1 (D) Shutin #1 (E) Initial Flow #2 (F) Final Flow #2 (G) Shutin #2

DATA 13378 7050 8884'

Outside 23953

24 PRESSURE

4724 4708 68 168 3356 296 529 3320

PIPE RECOVERY: 1559' Total Fluid - 15.99 bbls. (Reverse circulated) 93' Highly gas cut, slightly oil cut drilling mud - 1.32 bbls.

1466' Highly gas cut oil - 14.67 bbls. Top Sample RW: .056 @ 60 F - 180000 ppm CI

SURFACE BLOW: 1st flow: Tool opened with a .25" blow, 1.5" blow in 5 mins., 5" blow in 10 mins., and a 7" blow at the end of the flow period. 2nd flow: Tool opened with a 1" blow, 4" blow in 5 mins., 12" blow in 15 mins., 1.0 psi blow in 30 mins., 2.0 psi blow in 40 mins., 2.25 psi blow in 50 mins., and remained throughout the flow period. Gas to surface 105 mins. into the flow period.

SAMPLER Pressure: (psi) Volume: (cc) Oil: (cc) Water: (cc) Mud: (cc) Gas: (ft3) Other: (cc)

R.W.: PPM CI: Oil Gravity: Gas/Oil Ratio: Drained @

RECEIVED

JUL 2

-8.EPT-CiF

RESULTS 375

2100 2100 None None 0.03 None

On location.

Contractor: Rig No.: Spot: Sec: Twp: Rgn: Field: County: State: Elevation: Formation: On Location:

Cardinal DrIg. 15

6 22N 6E Wildcat Harding S. Dakota 2909' KB red River - B 17:30,4-30-96

Surface Choke: Bottom Choke: Hole Size: Core Hole Size: DP Size & Wt: Wt. Pipe: I.D. of DC: Length of DC: Total Depth: Test Type: Interval: Off Location:

0.25" 0.75" 7.875" None 4.5" 16.60# 150' 2.50" 758' 8903' Conventional 8840-8903' 16:30,5-01-96

LIBERTY TESTERS, INC. Rt.#3, Box 35, New England, N. Dakota 58647 - (701)879-6264

'00

AJ

1:I3

N3 JO

YS

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Vd

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Operator: SAGE ENERGY CO. Well: DOWNING #1 DST #1

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0

DST REPORT # TWO

OPERATOR: Sage Energy Co. DATE: 2 May 1996

WELL: Downing #1 LOCATION: Harding Co., SD

TESTING CO: B-J Testing TESTER: Milt Omlid

INTERVAL:from 8908' to 8960' FORMATION: Red River "C"

TYPE TEST: Conventional - Bottom hole

BLOW DESCRIPTION

initial open T.O.w/ 1/2" blow, 1"- 2 min., 1" - 5 min 1/4" - 10 min., 1/4" - 15 min.

initial shut-in Died in 6 min

second open T.O. w/ weak surface bubble, 1/8" - 5 min., dead in 20 min., remained dead to 120 min.

second shut-in Remained dead to end of test.

TIME

PRESSURES

INSIDE OUTSIDE Recorder Depth 8883 8946 Initial Hydrostatic 1505 Hrs 4768 4791 Initial Flow 15 min. 77 - 116 72 - 107 Initial Shut-in 60 min. 3596 3640 Second Flow 120 min. 259 - 518 161 - 537 Second Shut-in , 240 min. 3557 3551 Final Hydrostatic 2220 Hrs 4768 4791

BOTTOM HOLE TEMP.: 222 F -

Rmf PIT MUD: 064 @ 60 F, 170,000 CI- Rmf Recovered Fluid: 068 @ 72 F, 124,000 CI-Rmf Sampler Fluid: 06 @ 72 F. 124,000 Cl-

RECOVERY: 315' (4.47 Bbls) drilling mud 908' (6.56 Bbls) water cut drilling mud with traces of oil

SAMPLER: 1.1 Cult. Gas @ 175 PSI 200 cc. Oil 1300 cc. Water 600 cc. Drilling mud

REMARKS:. Not enough oil for API gravity

PIPE RECOVERY: 1223' Total Fluid 315' Drilling mud - 4.47 bbls. 908' Water cut drilling mud with traces of oil - 6.56 bbls. Top Sample RW: .064 @ 62 F - 170000 ppm CI Middle Sample RW: .068 @ 70 F - 124000 ppm CI Bottom Sample RW: .068 @ 72 F - 124000 ppm CI

SURFACE BLOW: 1st flow: Tool opened with a .5" blow, 1" blow in 2 mins., 1" blow in 5 mins., .25" blow in 10 mins., and a .25" blow at the end of the flow period. 2nd flow: Tool opened with a weak surface bubble blow, .12" blow in 5 mins., weak surface bubble blow in 10 mins., decreased to no blow in

20 mins., and remained throughout the flow period,•_ - • - -

L ,

Contractor: Cardinal Drig. Rig No.: 15 Spot: Sec: 6 Twp: 22N Rgn: 6E Field: Wildcat County: Harding State: S. Dakota Elevation: 2914' KB Formation: Red River - C On Location: 07:00,5-02-96

Surface Choke: Bottom Choke: Hole Size: Core Hole Size: DP Size & Wt: Wt. Pipe: I.D. of DC: Length of DC: Total Depth: Test Type: Interval: Off Location:

0.25" 0.75" 7.875" None 4.5" 16.60# 150' 2.50" 758' 8960' Conventional 8908-8960' 05:30,5-03-96

Mud Type: Weight: Viscosity: Water Loss: Filter Cake: R.W.: PPM CI: B.H.T.: (°F) Date: Co. Rep.: Tester: Ticket No.:

Salt,Starch,Gel 10.1 47 10.0 2/32 .064 @ 60 F 170000 222 5-02-96 T. Downing M. Omlid 1157

TEST Opened Tool: Flow #1: (min) Shutin #1:(min) Flow #2: (min) Shutin #2:(min)

TIMES 15:05,5-02-96

15 60 120 240

PRESSURE Recorder No: Capacity: (psi) Depth: Position: Clock No: Clock Capacity:(hrs)

(A) Initial Hydrostatic (K) Final Hydrostatic (B) Initial Flow #1 (C) Final Flow #1 (D) Shutin #1 (E) Initial Flow #2 (F) Final Flow #2 (G) Shutin #2

DATA 13378 7050 8946'

Outside 23953

24 PRESSURE

4787 4770 113 156 3623 289 539 3557

SAMPLER RESULTS Pressure: (psi) 175 Volume: (cc) 2100 Oil: (cc) 200 Water: (cc) 1300 Mud: (cc) 600 Gas: (ft3) 0.01 Other: (cc) None

R.W.: .068 @ 72 F PPM CI:

124000 Oil Gravity: Gas/Oil Ratio: Drained @

On location.

K

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NIN

MO

❑

LIBERTY TESTERS, INC. Rt.#3, Box 35, New England, N. Dakota 58647 - (701)879-6264

'00

A9

2:13N

3 30

VS

:?

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3d

0

Operator: SAGE ENERGY CO. Well: DOWNING #1 DST #2

cn

ADMINISTRATIVE / SUNDRY REPORTS

PERFORATION RECORD DEPTH INTERVAL, (MD) HOLES PER FT., SIZE AND TYPE, PURPOSE

8838' - 8850' r 2 .42, Select Fire, PerL Cs

ACID, SHOT, FRAC., CEMENT SQUEEZE. Etc. AMOUNT AND KIND OF DEPTH INTERVAL (MD)

MATERIAL USED

1.000 gals 15% 3.500 gals 15% lied Acid

TOP (MD) I BOTTOM (:.ID)(SACKS CEMENT• SCREEN (MD) DEPTH SET (MD) I PACKER SET (MD) SIZE SIZE

2-7/8" 8895.95' NA

61996 Approved

Data

I hereby c fy that the forego g and attached Information Is complete and correct as determined from all available records

TITLE Production Clerk DATE 7-22-96 SIG. DO NOT WRITE BELOW T IS LINE

AND G Bj9ARD E STATE OF SOUTH DAKOTA

S. Dak. Oil & Gas Board FORM 4 ITT[ PUS. CO.. MIMIC

WELL COMPLETION OR RECOMPLETION REPORT AND LOG

FARM OR LEASE NAME

DOWNING WELL NO.

1 TYPE OF COMPLETION

Oil Oil Well • Gas Well Back ■ FIELD AND POOL, OR WILDCAT

WILDCAT a New Well ■ Work-Over ■ Deepen ■ Plug ■ Same Zone ■ Diff Zone

OPERATOR

SAGE ENERGY COMPANY NO. ACRES IN LEASE

320 ADDRESS

P.O. Box 3068 Midland, Texas 79702 LOCATION (In feet from nearest lines of section or legal subdivision where possible)•

surface 215' FSL & 2495' FEL

Top prod. Interval

At total depth

% % SEC. TWP. RGE.

SW/4 SE/4 Sec: 6, T22N, R6E

COUNTY

HARDING PERMIT NO.

1586 DATE ISSUED

I 2-22-96 I PREVIOUS PERMIT NO.

NA DATE ISSUED

DATE SPUDDED

4-13-96 DATE T. D. REACHED DATE COMPL.

ELEVISTRB. RT, GRetc.)* (Ready to Prod.) 5-3-96 6-15-96 2892.4 GR

I ELEV. CASLNC HEAD

2892.4118h TOTAL DEPTH

1MD & TVD) 9090'

PLUG. BACK

90T4unsi TVD)

IF MULTIPLE COMPL.. HOW MANY* NA

INTERVALS ROTARY DRILLED BY

ttnaCA TOOLS CABLE TOOLS

I PRODUCING INTERVAL(S). THIS COMPLETION. TOP, BOTTOM, NAME (MD & TVD)• DATE DIRECTIONAL

SURVEY SUBMITTED CI.,

JUL 2 r: 1996 RED RIVER "B" 8838' - 8850'

TYPE ELECTRIC AND OTHER LOGS RUN (Circle those sled)

DLL, SNL -Litho Density CASING RECORD (Report all stringOigniCeelIMMONMENTT & NATURAL

CASING SIZE DEPTH SET Gq-D)1 HOLE SIZE WEIGHT LBS./FT. PURPOSO.CaSKN&INT AMOUNT PULLED

8-5/8" 1385'. 12-1/4" 24# Surface 500 sxs -0- 5-1/2" 9090'. 1 7-7/8" 17# & 23# Production 660 sxs -0-

VERTICAL HOLE WAS WELL CORED

NO

LINER RECORD TUBING RECORD

PRODUCTION

WELL STATUS( Prod. or 6hut•in) DATE FIRST PRODUCTION1 PRODUCING METHOD (Flowing, gas lift, pumping,—size & type of pump)

7-2-96 Pumping, 2-1/2" x 1-3/4" x 22' RHBC Producing DATE OF TEST HOURS TESTEDI CHOKE SIZE( PRODUCTION I OIL, Libis. GAS, Mcf.

FOR TEST WATER. Bbls. & %I OIL GRAVITY•API (Corr)

7-15-96 24 I NA I -----,.[ 67.0 1 i 235 1 36 FLOW. TUBING PRESSURE CASINO PRESSURE ICAUVLATED I OIL, Bbls.

NA 30 24-HOUR RATE I

I GAS, Mcf. WATER, libls. & % rGAS-OIL RATIO

. ---, I

u:seosmoNT OF GAS (Sold, used for fuel, vented, etc..)

USED FOR FUEL LIST OF ATTACHMENTS

DLL, CNL Litho Density Logs, DST #1 & DST #2 Reports

TEST WITNESSED BY

Company Man

INSTRUCTIONS

General: This form is designed for submitting a complete end correct well completion report and log on ell types of lends end leases to either a Fink:rill egtncy or a State agency, or Lith, pursue ft to applicable Federal and/or State lows end regulations. Supplemental IniRructlurs by Reel ledereI und/ur Slate °glees will govern tic use of tub form. If not filed pr!or to the time this htlrninery record la submitted, copies of all currently available lois (drillers, geologists, sample and Lore analysis, all typts electric. tic I, formation and pressure teats. JIM

d directional surveys, should be attached hereto, to the extent required by eppileable Federal and/or State law. and resulat,ons. Alt etteeiimcnts should bu listed on this form, see last blank.

if this well yeas directionally drilled, show both the location at the surface end at total depth from nearest lines, where possible; also show the locations at the top end at the bottom of any zone for yyilich production data are reported in space 33, and any zone open for injection or [Heppe:II.

Use this reverse aide If more space Is needed. (MD•Mcasured Depth, TVD-True 'Vertical Depth)

'Indicate which elevation Is used as reference (where not otherwise shown) for depth measurements given In other spates on this form and in any attachments. If this well If completed for separate production from more than one zone (multiple zone completion), 1.0 state in the correct space and show the producing Interval, or intervals, top(s), bottem(s) and name(s) (1( any) for Only the zone reported in the blanks under PRODUCTION. Submit. a separate completion report on this form for each inters al (zone) to be separately pro.iuced.

-Sack. Cement": Attached supplemental records for this well should show the details of any multiple stage cementing and the location of the cementing tool.

yV ION. ALI IM PO TANI' ION EN 0/ PO ONITY • HO CONTINTO Tete COY ; CONED I NICK V A Le; it 0 ALL VAILL-STla Ten, INCLUDINO

_ D[ 1'T II INTein4L TeNTSD, CIMINION Lea°, TIME TOOL 01 Se. 'LON ISO AND IINLIT•IN ristnaLlitti, AND SCCOs [Rice GEOLOGIC MAR FE NS

roamatioN TOP NO/TOM liteCeirTION. Cr:hit:ere. XTC. Top HAMS

MISSION CANYON 7082' 7390' DST #1 8820' - 8873' Red River "B" Id KAN. DCCIII TIICS Y[YT. turns

LODGE POLE 7390' 7550' DST #2 8883' - 8940'

STONESaLT, 8580' 8620'

STONEY MTN. 8620' 8796'

7.D RIVER 8796' 13" 8838' 8844' "C" 8902' 8940' "D" 8970' 9036'

CORRESPONDENCE

NO CORRESPONDENCE FOR THIS WELL

AS OF 8/26/2011

MISCELLANEOUS

9 b- t-

215

L 4/(1,w( ---- -2 —