FINAL ORDER. Findings. Facts. Counties, A list of the wells at ( Wells ) is. ownership of the rights below a horizontal to permit

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1 RAILROAD COMMISSION OF TEXAS HEARINGS DIVISION OIL AND GAS DOCKET No. APPLICATION OF NORTH SOUTH OIL, LLC TO CONSIDER CREATING THE PROPOSED LULING BRANYON R FIELD PURSUANT TO STATEWIDE RULE CALDWELL AND GUADALUPE COUNTIES, TEXAS 40, : FINAL ORDER 40 Exc The Railroad Commission of Texas ( Commission) finds that notice in abovenumbered docket was provided to all parties entitled to notice. A hearing in numbered docket was heard on March 5, 2018, by a Commission Technical Examiner and Administrative Law (collectively, Examiners ) This proceeding was duly submitted to Commission at a held in its offices in Austin, After considering and record in this Commission following findings of fact and of law. Judge evidence conclusions conference case, adopts Texas. above Findings of Facts 1. North South Oil, LLC ( North South ) an exception to Statewide Rule 40 (16 TEx. ADMIN. CODE 3.40) for wells in Luling-Branyon Field is a depth of minerals within correlative interval of Luling-Branyon Field ( Field ) in CaIdwell and Counties, A list of wells at ( Wells ) is re issue requests Guadalupe attached as Attachment A. where Texas. 2. To accomplish Rule 40 exceptions, North South creation of Luling-Branyon R 40 Exc Field for with ownership of rights below a horizontal and to permit interval wells. In conjunction to for Rule 40 exceptions, North South filed an application to Field s field rules to allow in Field with ownership of rights below a horizontal to permit interval wells in Luling-Branyon R 40 Exc Field. North South s application to Field s rules is for Commission s at its 19, 2018 Oil and Oil and deeper June request deeper conference as Gas Consent Agenda. requests those deeper set deep those consideration Gas Docket No, on 3. Approving a Rule 40 Exception for Wells and transferring Wells to Luling-Branyon R40 Exc. Field would grant Statewide Rule 40 in Luling-Branyon Field and permit to develop individual ownership in Luling-Branyon Field follows: as exceptions a. Operators of with no horizontal of ownership within interval for Luling-Branyon Field AND of shallow rights a horizontal of ownership within that interval shall permit wells Luling-Branyon Field (Field ID Number ). designated tracts above under same

2 OIL AND GAS DocKn No PAGE 2 OF 8 b. Operators with ownership of rights below a horizontal within interval for Luling-Branyon Field shall permit wells Luling-Branyon R40 Exc. Field (Field ID No ). under designated deep c. Any using Field ID Number for rights (Luling-Branyon R40 Exc Field) certifies, by of that number, that ownership of oil and rights is divided horizontally on tract for which drilling permit is sought. operator gas use deep d. Where ownership of oil and is horizontally divided, Field Rules for Luling-Branyon Field will apply to wells drilled under Luling-Branyon Field and wells drilled Luling-Branyon R40 Exc Field, such that proration units on a tract above and below horizontal division of ownership are and may overlap. gas independent separately under 4. Notice of North South s Luling-Branyon Field. request was provided to all of record in 5. No one and to application to exceptions has protested North South s for Statewide Rule 40 Luling-Branyon R40 Exc Field or North South s Field s rules, create request 6. A hearing held on March 5, 2018 regarding North South s to field rules for Luling-Branyon Field, for Statewide Rule 40 exception for 35 of its wells and to Luling-Branyon R40 Exc Field. The application is The Rule 40 exceptions, creating Luling-Branyon R 40 Exc Field and transferring Wells from field rule application and given its own number, which is in this order. was proposed was severed docket used create unprotested. ment proposed Statewide requests 7. Commission Oil and Gas staff ( Staff ) filed an curiae identifying an of in to field rules with a field-wide Rule 40 exception that could potentially result in by allowing double of to multiple wells within a common, conventional, drive reservoir. concern assignment pressure/water request acreage amicus waste area Statewide 8. A correlative interval Luling-Branyon Field was in Final Order No, and Luling-Branyon Field is defined entire correlative interval from 1,620 feet to 2,164 feet shown on log of Petroleum Investment Co. - J. E. Allen A ). This interval is a single reservoir for proration and includes both Austin Chalk and Edwards Formations. Texas purposes for designated as as designated as Lease, Well No. 46 (API No. 9. The Luling-Branyon Field from conventional reservoirs, Austin Chalk interval and Edwards interval. However, Austin Chalk and Edwards intervals not and are not in communication. are produces connected

3 OIL AND GAS DOCKET No PAGE 3 OF 8 a. The Edwards and Austin Chalk Formations are separated by two major shale formations (Eagle Ford and Del Rio), which are present throughout Luling-Branyon Field area. There may be natural fractures within individual productive zones, for example, re could be natural fractures within Austin Chalk, and re could be natural fractures within Edwards, but se natural fractures do not extend to cause communication between se two formations. b. The Bureau of Economic Development (BEG) addresses Austin Chalk portion of Luling-Branyon Field separately from Edwards portion of Luling-Branyon Field. Per BEG Atlas of Major Texas Reservoirs, Austin Chalk Formation portion of Luling-Branyon Field is a solution gas drive reservoir. The Edwards Formation portion of Luling-Branyon field is a water drive reservoir. 10. There is a difference in mineral ownership within Luling-Branyon Field. There are shallow rights, which is typically Austin Chalk Formation. North South is only interested in developing deeper mineral rights within Luling Branyon Field, namely Edwards Formation. a. The Edwards Formation is located at very base of correlative interval for Luling-Branyon Field. b. If North South is not authorized to develop Edwards Formation in Luling Branyon Field, specifically with horizontal wells, waste will occur as re is no or way to produce se recoverable hydrocarbons within Edwards Formation at this time. c. This residual oil in Luling-Branyon Field will go unrecovered if it can t be produced through this particular technology of drilling horizontal wells and producing wells in Edwards Formation at high water cuts. 11. Statewide Rule 40 prohibits double assignment of acreage to non-stacked lateral, horizontal wells in same field. 12. North South has received Statewide Rule 40 violation letters from Commission that have resulted in oil overproduction due to inability to assign an oil allowable to several of North South s leases. a. North South has leased rights to develop below base of Austin Chalk on leases with current Statewide Rule 40 double assignment of acreage violations in Luling-Branyon Field. b. In total, North South is requesting to transfer 35 wells to proposed Luling-Branyon Statewide Rule 40 exception field. The 35 are unable to be

4 OIL AND GAS DOCKET No PAGE 4 OF 8 assigned an allowable due to double assignment of acreage with wells that are completed in Austin Chalk Formation. 13. The Luling-Branyon Field was discovered on August 8, 1922 at a depth of 1,900 feet. The field has been producing for almost 100 years and field is currently on 2-acre density. As of March 2018, re were 1,536 total wells on proration schedule for Luling-Branyon Field. Of se 1,536 wells, 131 were horizontal wells. 14. Horizontal wells drilled in Edwards Formation are not hydraulically fracture stimulated. The wells are open-hole completions that produce simply by creating a new pressure sink in immediate vicinity of pore spaces and produce a lot of water 15. The only way to continue to develop Edwards Formation in Luling Branyon Field is by creating a relatively large draw-down in immediate vicinity of pore space. The horizontal well contacts a lot of reservoir volume and creates a pressure sink along horizontal lateral, allowing last remaining residual oil to be liberated. a. The only way this residual oil in Edwards Formation is going to be produced, is through horizontal wellbores at high water cuts. b. This completion technique is analogous to a new technology. 16. In this case, an exception to Statewide Rule 40 is necessary for North South to produce its fair share of hydrocarbons. 17. Granting an exception to Statewide Rule 40 in this case is necessary to prevent waste and to protect correlative rights. 18. In past, Commission has granted exceptions to Statewide Rule 40 and approved Spraberrry (Trend Area) R40 Exc Field in Oil and Gas Docket No. 7C to prevent waste. 19. The Commission granted an exception to Statewide Rule 40 in Oil and Gas Docket No A Statewide Rule 40 exception is necessary in order to allow North South to obtain an allowable to produce its wells in Luling-Branyon Field where re is a depth of minerals within correlative interval for field.

5 OIL AND GAS DOCKET No PAGE 5 OF 8 CONCLUSIONS OF LAW 1. North South s application for Statewide Rule 40 exceptions in Luling Branyon Field where re is a depth of minerals within correlative interval is necessary to prevent waste and protect correlative rights. 2. Pursuant to (a)(4)(A), of Texas Government Code, and by agreement of parties in writing or on record, parties have waived right to file a motion for rehearing and Final Order in this case can be final and effective on date Final Order is signed. Therefore, it is ORDERED that application of North South Oil, LLC for an exception to Statewide Rule 40 in Luling-Branyon Field for 35 wells listed on Attachment A and to create proposed Luling Branyon R 40 Exc Field CaIdwell and Guadalupe Counties, Texas is hereby GRANTED. It is furr ORDERED that Luling-Branyon R40 Exc Field (Field ID No ), is hereby created and that wells listed on Attachment A are transferred into newly created Luling-Branyon R40 Exc Field (Field ID No ), without need for a new drilling permit. However, a Form P-4, Producer s Transportation Authority and Certificate of Compliance, is required to be filed for all leases to change field name. New lease numbers will be assigned if operator does not already have an existing lease number assigned in Luling-Branyon R40 Exc Field. Form P-16, Acreage Designation, and full lease plats are also required in new field and should be sent to Commission with Form P-4 if acres are not already assigned to operator s wells that meet new field criteria. Operators must respond within sixty (60) days of this order s effective date.

6 OIL AND GAS DOCKET No PAGE 6 OF 8 Done this 19th day of June RAILROAD COMMISSION OF TEXAS plf11 s4. flajith R WAYNE CHRISTIAN ATTEST:... C!, I SECRET1AY 0 -

7 OIL AND GAs Door No PAGE 7 OF 8 AUACHMENT A API No CR Ranch Unit IH API No CR Ranch Unit 211 API No CR Ranch Unit 311 API No CR Ranch Unit 4H API No, CR Ranch Unit SR API No CR Ranch Unit 611 API No CR Ranch Unit 711 API No CR Ranch Unit 811 API No CR Ranch Unit 9H API No CR Ranch Unit 1011 API No CR Ranch Unit I 111 API No CR Ranch Unit 1211 API No CR Ranch Unit 13H API No CR Ranch Unit 1411 API No Clark 111 API No Clark 211 API No Clark 3M API No Ellison 111 API No Ellison 211 API No Ellison 311 API No Ellison 411

8 OIL AND Gn DOCKET No PAGE 8 OF 8 ATTACHMENT A (continued) API No ElTison 5H API No Ellison 6W API No Ellison 7H API No Ellison 8W API No Ellison 9H API No Ganvood Unit 1 H API No Komfiiehrer I H API No Komhrer 2W API No Komfizehrer 3M API No Leyendecker I HR APE No Lcyendecker, RI. 3W API No Young III API No Young 2W API No Young 3W