august 25, 2020

Debtor:

Filed OnClaim Number on court claims registry (if known)

Proof of Claim

Case Number:

From whom?

04/19

Official Form 410

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments,mortgages, and security agreements.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Part 1: Identify the Claim

Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

Who is the current creditor?

Has this claim been acquired from someone else?

NoYes

Where should notices and payments to the creditor be sent?

Federal Rule of Bankruptcy Procedure (FRBP) 2002(g)

4.

3.

1.

2.

Does this claim amend one already filed?

NoYes

Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if different)

Name

Number Street

City State ZIP Code

Contact Phone

Contact email

Contact Phone

Contact email

Uniform claim identifier for electronic payments in chapter 13 (if you use one)

MM / DD / YYYY

5. Do you know if anyone elsehas filed a proof of claim forthis claim? Who made the earlier filing?

NoYes

Name

Number Street

City State ZIP Code

Official Form 410 Proof of Claim

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Chisholm Oil and Gas Operating, LLC

Texas Raw Oil & Gas, Inc.

[email protected]

X

X

X

FILEDClaim No. 682August 25, 2020

By Omni Claims Agent

For U.S. Bankruptcy Court

District of Delaware

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.


Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Carefully read instructions included with this Proof of Claim before completing.

Dallas, TX 75201

600 North Pearl Street


940-368-8932

20-11593

Ryan

Rectangle

Nature of property:

Real Estate

Other

Motor Vehicle

Value of Property: $

Amount of the claim that is unsecured: $

$Amount of the claim that is secured:

Describe:

Annual Interest Rate: ____________%

Basis for perfection:

$

Amount necessary to cure any default as of the date of the petition:

6. Do you have any number youuse to identify the debtor?

Give Information About the Claim as of the Date the Case Was FiledPart 2:

Last 4 digits of the debtor's account or any number you use to identify the debtor:NoYes

7. How much is the claim?

Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A).

NoYes

Does this amount include interest or other charges?

8. What is the basis of theclaim?

Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information

9. Is all or part of the claimsecured?

NoYes The claim is secured by a lien on property

If the claim is secured by the debtor's principal residence, file a (Official Form 410-A) with this

Mortgage Proof of Claim

Attachment Proof of Claim

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example,a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed orrecorded.

$

(when case was filed)

10. Is this claim based on alease?

NoYes Amount necessary to cure any default as of the date of the petition.

11. Is this claim subject to aright of setoff?

NoYes Identify the property:

(The sum of the secured and unsecured amounts should match the amount in line 7).

FixedVariable

$

12. Is this claim for the value of goods received by the debtor within 20 days before the commencement date of this case(11 U.S.C. § 503(b)(9)).?

NoYes Amount of 503(b)(9) Claim: $


$100,000.00

See Attached Rider

See Attached Rider

X

X

X

X

X

X

X

X

Is all or part of the claim entitled to priority under 11 U.S.C. § 507(a)?

13. Check all that apply

NoYes

Domestic support obligations (including alimony and child support) under 11 U.S.C. § 507(a)(1)(A) or (a)(1)(B).

Part 3:

Up to $3,025* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use. 11 U.S.C. § 507(a)(7).

Wages, salaries, or commissions (up to $13,650*) earned within 180 days before the bankruptcy petition is filed or the debtor's business ends, whichever is earlier. 11 U.S.C. § 507(a)(4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8).

Contributions to an employee benefit plan 11 U.S.C. § 507(a)(5).

$

$

$

$

$

Other. Specify subsection of 11 U.S.C. § 507(a)(___) that applies. $

Amount entitled to priority

* Amounts are subject to adjustment on 4/01/22 and every 3 years after that for cases begun on or after the date of adjustment.

Sign Below

A claim may be partly priority and partly nonpriority. For example, in some categories, the law limits the amount entitled to priority.

The person completing this proof of claim must sign and date it.

If you file this claim electronically, FRBP 5005(a)(2) authorizes courts to establish local rules specifying what a signature is.


I am the creditor.

Check the appropriate box:

I am the creditor's attorney or authorized agent.

I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.

I am the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

I understand that an authorized signature on thisamount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

Proof of Claim serves as an acknowlegment that when calculating the

I declare under penalty of perjury that the foregoing is true and correct.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is trueand correct.

Executed on dateMM / DD / YYYY

Signature

Print the name of the person who is completing and signing this claim:

NameFirst Name Middle Name Last Name

Title

CompanyIdentify the corporate servicer as the company if the authorized agent is a servicer.

Address

Contact Phone Email

Number Street

City State ZIP Code

FRBP 9011(b).


8/25/2020

Scott D. Jones

Scott D. Jones

Attorney

Bayard, P.A.

[email protected]

600 N. King Street

Suite 400

Wilmington, DE 19801

X

X

ATTACHMENT TO PROOF OF CLAIM OF


In re Chisholm Oil and Gas Operating, LLC

Case No. 20-11593-BLS

United States Bankruptcy Court for the District of Delaware

I. Basis for the Claim

Texas Raw Oil & Gas, Inc. (“Texas Raw”) and Chisholm Oil and Gas Operating, LLC

(“Debtor”) are parties to that certain Joint Operating Agreement (“the Agreement”) concerning

the Chisholm Trail Project consisting of Townships 18N-7W, 18N-8W, 19N-7W, 19N-8W, 20N-

7W & 20N-8W (as more fully described in the Agreement) (the “Contract Area”). Texas Raw

owns extensive working interests and has elected to participate in 14 wells in the Contract Area.

Texas Raw has also elected to go non-consent in certain wells under a payout penalty clause in

the Agreement. Under the Agreement, the Debtor is responsible for the operation of the leases

and wells covered under the Agreement. In addition, the Debtor is responsible for remitting

amounts owed for the operation of the leases and wells, as well as making payments to holders of

royalty, working and other interests under the Agreement (the “Royalty Payments”). The

Royalty Payments encompass amounts due for the sale of oil, gas and plant products1 pursuant to

the Agreement. A true and correct copy of the Agreement is attached hereto as Exhibit A.2

Texas Raw also has pending litigation against the Debtor in the District Court in and for

Kingfisher County State of Oklahoma (the “Action”). The Action is documented under case

number CJ-2018-0085 and concerns, among other claims, a claim of breach of contract regarding

the Agreement that Texas Raw originally filed against Gastar Exploration, Inc. et al. (“Gastar”).

Gastar entered bankruptcy in 2018 and the Action was successfully carved out of that

1 “Plant products” is a term of art describing products extracted from natural gas in the course of processing. 2 Texas Raw acquired its interest in the Agreement from Tri-Tex Capital, LLC.

2

proceeding. The Debtor became party to the Action when Gastar merged with the Debtor. The

Action is currently stayed due to the Debtor’s bankruptcy filing.

On or about June 17, 2020 (the “Petition Date”), the Debtor, and certain of its affiliates

filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States

Bankruptcy Court for the District of Delaware (the “Bankruptcy Cases”). The Bankruptcy Cases

are being jointly administered under Case No. 20-11593 (BLS), captioned In re Chisholm Oil

and Gas Operating, LLC, et al.

On July 14, 2020, the bankruptcy court entered the Final Order Pursuant to 11 U.S.C. §§

105(a) and 363(b) and Fed. R. Bankr. P. 6003 and 6004 (I) Authorizing Debtors to Pay or

Honor (A) Amounts Owed to Interest Owners, (B) Joint Interest Billings, and (C) Other

Operating Expenses and (II) Granting Related Relief [D.I. 160], authorizing the Debtor to make

the Royalty Payments. However, as of this date, Texas Raw has not received any Royalty

Payments under the Agreement since September 2019.

II. Calculation and Classification of the Claim

As of the Petition Date, Texas Raw’s claims against the Debtor (collectively, the “Pre-

petition Claim”), include (i) all damages and other amounts claimed or at issue in the Action, and

(ii) all amounts due under the Agreement and related applicable law, including without limitation

a sum of approximately $100,0003 owed to Texas Raw on account of Royalty Payments pursuant

to oil and gas sales under the Agreement for the period of September 2019 through and including

May 2020. However, the exact amount of the Pre-petition Claim is currently unknown to Texas

Raw as a result of the Debtor refusing to provide monthly statements and other information

necessary to calculate the amount with specificity. In addition, the amount of revenue generated

3 This amount is derived from average Royalty Payments of $12,000/ month for the time period of October 2019

through and including May 2020. In addition, Texas Raw only received approximately one-half of its Royalty

Payments for September 2019.

3

from plant products during this period is unknown to Texas Raw and is not included in this

calculation. In addition, Texas Raw is entitled to 12% interest per annum compounded annually

for the unpaid Royalty Payments pursuant to the Oklahoma Production Revenue Standards Act.

See Okla. Stat. tit. 52, § 570.10 (2020).

The Pre-petition Claim related to the Agreement may be statutorily secured through an

automatic security interest in the oil and gas production and the proceeds therefrom. See Okla.

Stat. tit. 52, §§ 549.1-549.12 (2019). In addition, the Pre-petition Claim related to the

Agreement may be secured by a lien on the Debtor’s oil and gas leases and interests in the

contract area as defined by the Agreement. See Agreement Article VII § B. The Pre-petition

Claim related to the Agreement may further be secured through a security interest or purchase

money security interest in the Debtor’s personal property and fixtures regarding the oil and gas

leases and interest contained in the Agreement. This security interest extends to the personal

property and fixtures owned by the Debtor as of the signing of the Agreement or later acquired.

III. Reservation of Rights

Texas Raw reserves the right to supplement and/or amend this Proof of Claim to include

amounts not stated above, including, without limitation, costs, expenses, attorneys’ fees, and any

other charges or amounts due, as appropriate, under applicable bankruptcy and non-bankruptcy

law. Texas Raw reserves all of its rights and remedies, including, without limitation, the right to

amend this claim from time to time to reflect additional charges, adjustments and the like, due

and payable under the Agreement, as the same become quantified, known or available. Texas

Raw further reserves the right to assert further and other claims, including administrative claims

for post-petition royalties and other payments that are or become due under the Agreement.

4

Texas Raw further reserves the right to amend this Proof of Claim (and any Proof of

Claim that it files, has filed or may file in the Debtor’s bankruptcy case) to make such claim a

secured claim by virtue of Texas Raw’s right to setoff, offset, or recoup the amount thereof under

11 U.S.C. § 533 or otherwise, or to otherwise assert a defense of setoff, offset, and/or

recoupment against any claims, defenses or offsets that the Debtor or any other party may assert

against Texas Raw.

Texas Raw expressly reserves all rights and causes of action, including without

limitation, contingent or unliquidated rights that it may have against the Debtor. The description

of the Pre-petition Claim and the classification thereof herein by Texas Raw is not a concession

or admission as to the correct characterization or treatment of any such claims or a waiver of any

rights of Texas Raw. In executing and filing this proof of claim (the “Proof of Claim”), Texas

Raw does not submit itself to the jurisdiction of the Bankruptcy Court for any purpose other than

with respect to the Pre-petition Claim against the Debtor and does not waive or release its rights

and remedies against any other person or entity who may be liable for all or part of the Pre-

petition Claim set forth herein, whether an affiliate or subsidiary of the Debtor, an assignee or

otherwise.

Nothing contained in the Proof of Claim nor subsequent appearance, pleading, claim, or

suit is intended to be a waiver or release of: (i) the right of Texas Raw to have final orders in non-

core matters entered only after de novo review by a District Court Judge; (ii) the right of Texas

Raw to a jury trial in any proceeding so triable herein or, in any case, any controversy, or

proceeding related hereto; (iii) the right of Texas Raw to withdraw the reference, assert that the

reference has already been withdrawn, or otherwise challenge the jurisdiction of the Court, with

respect to the subject matter of this Proof of Claim, any objection or other proceeding commenced

5

with respect thereto, or any other proceeding commenced in these cases against or otherwise

involving Texas Raw; (iv) the right of Texas Raw to have any unliquidated portions of its Pre-

petition Claim determined by applicable state courts; or (v) any other rights, claims, actions,

defenses, setoffs, or recoupments to which Texas Raw is or may be entitled under agreements,

documents, or instruments, in law or equity.

Exhibit A

(Agreement)

august 25, 2020

Documents