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

IN THE MATTER OF AN AMENDED APPLICATION OF EDGE ENERGY II, LLC FOR AN ORDER POOLING ALL INTERESTS IN THE NIOBRARA, FORT HAYS, CODELL, AND CARLILE FORMATIONS IN AN APPROXIMATE 640-ACRE DRILLING AND SPACING UNIT FOR CERTAIN LANDS IN SECTIONS 26 AND 27, TOWNSHIP 9 NORTH, RANGE 66 WEST, 6TH P.M., UNNAMED FIELD, WELD COUNTY, COLORADO

) ) ) ) ) ) ) ) ) ) )

CAUSE NO. 535 DOCKET NO. 200700162 TYPE: POOLING

AMENDED APPLICATION

Edge Energy II, LLC (“Edge” or “Applicant”), Operator No. 10671, by its attorneys, Welborn Sullivan Meck & Tooley, P.C., respectfully submits this Amended Application to the Oil and Gas Conservation Commission of the State of Colorado (“Commission” or “COGCC”) for an order pooling all interests in an approximate 640-acre drilling and spacing unit for the S½ of Sections 26 and 27, Township 9 North, Range 66 West, 6th P.M., for the production of oil, gas, and associated hydrocarbons from the Niobrara, Fort Hays, Codell, and Carlile Formations. In support thereof, the Applicant states:

1. Applicant is a limited liability company duly authorized to conduct business in the State of Colorado and is a registered operator in good standing with the Commission.

2. Applicant owns oil and gas leasehold interests in the following lands

(“Application Lands”), and is an owner within the unit to be pooled with standing to maintain this application pursuant to Commission Rule 503.b.(2):

Township 9 North, Range 66 West, 6th P.M. Section 26: S½ Section 27: S½ 640 acres, more or less Nearby Crossroads: CR 100 and Local Rd. 33

A reference map of the Application Lands is attached hereto.

3. Rule 318.a. provides that a well drilled in excess of 2,500 feet in depth shall be located not less than 600 feet from any lease line, and shall be located not less

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than 1,200 feet from any other producible or drilling oil or gas well when drilling to the same source of supply, unless authorized by order of the Commission upon hearing.

4. On August 12, 2010, the Commission entered Order No. 535-2, which established 145 approximate 640-acre drilling and spacing units for certain lands in Townships 8, 9, 10, and 11 North, Ranges 65, 66, and 67 West, 6th P.M., and approved one horizontal well within each of the Codell and Niobrara Formation in each unit, with the initial formation penetration, lateral leg, and terminus (bottomhole location) of the permitted wells no closer than 600 feet from the boundaries of the unit and the initial formation penetration, lateral leg and terminus (bottomhole location) of the second well not closer than 1,200 feet from the first well.

5. On October 6, 2009, the Commission approved a Form 2 Application for

Permit-to-Drill the State 27-1 Well (API No 05-123-30662). On October 16, 2009, the State 27-1 Well was spud, and subsequently completed to the Codell Formation. The State 27-1 Well continues to produce oil, gas, and associated hydrocarbons from the Codell Formation. Applicant has requested that the State 27-1 Well continue to be governed, and proceeds continue to be distributed, in accordance with its applicable rules and orders.

6. On November 2019, the Commission entered order number 535-1250

which, among other things, vacated an approximate 640-acre drilling and spacing unit established by Order No. 535-2 for Section 26, Township 9 North, Range 66 West, 6th. P.M., modified an approximate 640-acre drilling and spacing unit established by Order No. 535-2 for Section 27, Township 9 North, Range 66 West, 6th P.M., to be specific to the State 27-1 Well (API No 05-123-30662), and established an approximate 1,280-acre drilling and spacing unit for Sections 26 and 27, Township 9 North, Range 66 West, 6th P.M., and approved up to twelve horizontal wells within the unit, with the productive interval of the permitted horizontal wells within the unit located no closer than 150 feet from the productive interval of any other horizontal wellbore within the same common source of supply, and no closer than 300 feet from the unit boundaries, without exception being granted by the Director.

7. On February 12, 2020, amended February 20, 2020, Applicant filed an

application in Docket No. 200100009 requesting an order vacating an approximate 1,280-acre drilling and spacing unit established by Order No. 535-1250 for Sections 26 and 27, Township 9 North, Range 66 West, 6th P.M., and establishing two approximate 640-acre drilling and spacing units covering Sections 26 and 27, Township 9 North, Range 66 West, 6th P.M., and approving up to six (6) horizontal wells within each unit, for the production of oil, gas, and associated hydrocarbons from the Niobrara, Fort Hays, Codell and Carlile Formations, with the productive interval of the horizontal wells within each unit located no closer than 150 feet from the productive interval of any other horizontal wellbore within the same common source of supply, and no closer than 300 feet from the unit boundary, without exception being granted by the Director.

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8. Applicant intends to drill the following wells within the pending unit DSU No. 2 proposed by Docket No. 20010009 for the Application Lands:

Well Name API No. / Doc. No. Pittington 27-26-7H 401975949 (Doc. No.) Pittington 27-26-8H 401976149 (Doc. No.) Pittington 27-26-9H 401976161 (Doc. No.) Pittington 27-26-10H 401976164 (Doc. No.) Pittington 27-26-11H 401976166 (Doc. No.) Pittington 27-26-12H 401976168 (Doc. No.)

(collectively, the “Wells”).

9. Pursuant to the relevant provisions of Section 34-60-116(6) & (7), C.R.S., as amended, and Commission Rule 530, Applicant seeks an order pooling all interests in the Application Lands for the development and operation of the Niobrara, Fort Hays, Codell, and Carlile Formations.

10. Applicant certifies that, not less than ninety (90) days prior to the date of

the hearing for this Amended Application, each Owner which Applicant was able to locate was tendered with a well proposal and information required by Section 34-60-116(7), C.R.S. and Commission Rule 530, and tendered a reasonable offer to lease and/or participate and bear costs associated with the drilling and completion of the Wells. All lease offers tendered pursuant to Rule 530 were made in good faith.

11. Applicant certifies that the Applicant owns, or has secured the consent of

the owners of, more than forty-five percent (45%) of the mineral interests to be pooled, excluding those mineral interests that are owned by a person who cannot be located through reasonable diligence.

12. Applicant requests that, simultaneous with the approval of Docket No.

200100009, a pooling order be entered as a result of this Amended Application, that it be made effective as of the earlier of the date of this Amended Application, or the date costs specified in Section 34-60-116(7)(b)(II), C.R.S., are first incurred for the drilling of each of the Wells, and that the order specify that a nonconsenting owner is immune from liability for costs arising from spills, releases, damage, or injury resulting from oil and gas operations on the unit, and that the Operator is prohibited from using the surface owned by a nonconsenting owner without permission from the nonconsenting owner.

13. The granting of this Amended Application would be in accord with the Oil

and Gas Conservation Act, found at Section 34-60-101, et seq., C.R.S., as amended, and the Commission rules.

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14. The names and addresses of the interested parties, pursuant to Rule 507.b.(2), will be submitted to the Commission in accordance with Rule 507.a.(2). Applicant certifies that copies of this Amended Application will be served on all locatable interested parties at least sixty (60) days prior to the date of the hearing for this Amended Application, as required by Rule 507.a.(1).

WHEREFORE, Applicant respectfully requests that this matter be set for hearing,

that notice be given as required by law and that upon such hearing this Commission enter its order:

A. Pooling all interests in the Application Lands for the production of oil, gas,

and associated hydrocarbons from the Niobrara, Fort Hays, Codell, and Carlile Formations;

B. Providing that the pooling order is made effective as of the date of this Amended Application, or the date that the costs specified in Section 34-60-116(7)(b)(II), C.R.S., are first incurred for the drilling of the Wells:

C. Providing that the interests of any Owner, with whom the Applicant has been unable to secure a lease or other agreement to participate in the drilling of the Wells, are pooled and deemed nonconsent by operation of statute, pursuant to Commission Rule 530 and Section 34-60-116(7), C.R.S., and made subject to the cost recovery provisions thereof.

D. Providing that any nonconsenting owners within the unit are immune from

liability for costs arising from spills, releases, damage, or injury resulting from oil and gas operations on the unit.

E. Providing that the Operator is prohibited from using the surface owned by

a nonconsenting owner without permission from the nonconsenting owner. E. For such other findings and orders as the Commission may deem proper

or advisable in the Application Lands.

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Dated this 13 day of July, 2020.

Respectfully submitted, WELBORN SULLIVAN MECK & TOOLEY, P.C.

By:

Joseph C. Pierzchala Geoffrey W. Storm Welborn Sullivan Meck & Tooley, P.C. Attorneys for Applicant 1125 17th Street, Suite 2200 Denver, CO 80202 303.830.2500 jpierzchala@wsmtlaw.com gstorm@wsmtlaw.com

Operator Representative: Name: Erik Larsen Phone: 303.547.0792 Email: elarsen@edgeenergy1.com Address: 1301 Washington Ave.

Golden, Colorado 80401

VERIFICATION

STATE OF COLORADO )) ss.

CITY & COUNTY OF DENVER )

Erik Larsen with Edge Energy II, LLC, upon oath deposes and says that he has

read the foregoing Amended Application and that the statements contained therein are

true to the best of his knowledge, information and belief.

EDGE ENERGY II, LLC

4

Erik Larsen

Subscribed and sworn to before me this 18th day of February, 2020, by ErikLarsen for Edge Energy II, LLC.

Witness my hand and official seal.

DALE SCOTT ALBRECHTNOTARY PUBLIC

STATE OF COLORADONOTARY ID 20164040854

MY COMMISSION EXPIRES OCTOBER 26, 2020

Notary Public

My Commission Expires: A*-AIt

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BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF AN AMENDED

APPLICATION OF EDGE ENERGY II, LLC

FOR AN ORDER POOLING ALL INTERESTS

IN THE NIOBRARA, FORT HAYS, CODELL,

AND CARLILE FORMATIONS IN AN

APPROXIMATE 640-ACRE DRILLING AND

SPACING UNIT FOR CERTAIN LANDS IN

SECTIONS 26 AND 27, TOWNSHIP 9

NORTH, RANGE 66 WEST, 6TH P.M.,

UNNAMED FIELD, WELD COUNTY,

COLORADO

) CAUSE NO. 535

)) DOCKET NO. 200700162

)) TYPE: POOLING

)))))

CERTIFICATE OF SERVICE

STATE OF COLORADO §§

CITY AND COUNTY OF DENVER §

I, Geoffrey W. Storm, of lawful age, and being first duly sworn upon my oath, state and

declare:

That I am the attorney for Edge Energy II, LLC and that on or before August 19, 2020,

I caused a true and correct copy of the Amended Application and Notice of Hearing to be

deposited in the United States mail, postage prepaid, addressed to the parties listed on

Exhibit A to this certificate, as required by Commission Rule 507. a. (1), 507. a. (2), 507. b. (2),

and §34-60-108(4), C.R.S.

Geoffrey W. Storm

Subscribed and sworn to before me ^fyrn \>ev H . 2020.

Witness my hand and official seal.

a -vnrLNotary Public

MELISSA A. MORMAN

NOTARY PUBLIC

STATE OF COLORADONOTARY ID 19894012434

MY COMMISSION EXPIRES AUGUST 29, 2021

My commission expires: if. 71 / , XJ i

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EXHIBIT A

INTERESTED PARTIES

Anadarko Land Corporation

B & A Properties, LLC

Deborah J. Kelly

E.E. Foster & Sons, Inc., a Colorado CorporationEdge Energy II LLC

Lincoln Energy, LLC

Mesa Producing, LLC

Michael D. Hayes and Kathryn A. Hayes, Co-Trustees of the Hayes Revocable TrustOOGC America, Inc.

Ronald Bluma and Gail D. Bluma, joint tenantsRubicon Oil & Gas II, LP

Virginia C. Loeffler

Weld County Board of Commissioners

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