Date: 12-06-2013

Case Style: Wake Energy, LLC v. Visions Oil & Gas, LLC

Case Number: CJ-2013-152

Judge: Paul K. Woodward

Court: District Court, Garfield County, Oklahoma

Plaintiff's Attorney: Travis P. Brown and Bray L. Smith

Defendant's Attorney:

Description: Wake Energy, LLC sued Visions Oil & Gas, LLC, Doug Byford, and Aspen Energy Group, Inc. seeing a declaratory judgment claiming:

1. Plaintiff Wake Energy, LLC is an Oklahoma Limited Liability Company with its principal place of business in Ednond, Oklahoma.

2. Upon information and belief; Defendant Visions Oil & Gas, LLC is an Oklahoma limited liability company with its principal place of business in Enid, Oklahoma.

3. Upon information and belief, Defendant Doug Byford is an individual and resident of the State of Oklahoma.

4. Upon information and belief; Defendant Brenda Byford is an individual and resident of the State of Oklahoma.

5. Upon information and belief; Defendant Aspen Energy Group, Inc. is a Nevada Corporation with its principal place of business in Oklahoma City, Oklahoma.

6. Jurisdiction and Venue are proper.

FACTS COMMON TO ALL CLAIMS

Plaintiff restates and realleges the foregoing allegations and incorporates the same herein by reference. Plaintiff further alleges and states as follows:

7. Plaintiff is the owner of an undivided interest in the oil, gas and other minerals underlying the SW/4 of Section 17-20N-5W, Garfield County, Oklahoma (the “Subject Lands”).

8. Plaintiff is also the owner of a leasehold interest covering the Lessor’s reversionary interest in the oil, gas and other minerals underlying the Subject Lands by virtue of the followingdescribed oil and gas lease (hereinafter the “Top Lease”): Lessor(s): Jerome Valtr a/k/a Jerome D. Valtr a/k/a Jerry Valtr a/k/a Jerry

D. Valtr a/k/a Jerry Dean Valtr & Peggy Valtr a/k/a Peggy P. Valtr & Jerry Valtr & Peggy Valtr, h/w

Lessee: Wake Energy, LLC

Dated: December 4, 2012

Recorded: Book 2115, Page 600

Description: SW/4 of Section 17-20N-5W, Garfield County, Oklahoma

Primary Term: 3 years from date of vesting in possession

9. Defendants claim or may claim some right, title or interest in the leasehold estate and/or production attributable to the leasehold estate covering the Subject Lands.

10. Oklahoma Corporation Commission Order No.144027 spaced the SW/4 of Section 17 on lay-down 80-acre drilling and spacing units for the production of hydrocarbons from the Mississippi Lime and Oswego common source of supply.

11. Plaintiffs predecessor in interest executed the following-described Oil and Gas Lease (the “Subject Lease”): Lessor(s): Edna F. Valtr, a widow and single person

Lessee: Bailey Gas Systems, Inc. and Howard Engineering, Inc.

Dated: August 2, 1976

Recorded: Book 565, Page 332

Description: SW/4 of Section 17-20N-5W, Garfield County, Oklahoma

Primary Term: 2 years

12. By virtue of various mesne Assignments, the Subject Lease became vested in and is currently owned of rccord by Defendants.

FJRST CAUSE OF ACTION

DECIARATORYJUDGMENT

Plaintiff restates and realleges the foregoing allegations and incorporates the same herein by reference. Plaintiff further alleges and states as follows:

13. A controversy exists between Plaintiff and Defendants as to what interest, if any, each Defendant owns in the Subject Lease.

14. On or about December 1, 2003, Defendant Aspen Energy Group, Inc. assigned an interest in the Subject Lease to Doug Byford and Brenda Byford. Such instrument is titled ‘Weilbore Assignment, Bill of Sale and Conveyance” and provides that Assignor assigns to Assignee, “all of assignor’s right, title, and interest as to the existing wellbore otily [of the Valtr # 1- 17 well].” (hereinafter the “Aspen Assignment”, which is attached hereto as Exhibit 1).

15. Subsequent to the Aspen Assignment, Defendants Doug Byford and Brenda Byford purported to assign to Defendant Visions Oil & Gas, LLC, “all working interest of Assignor’s right, title and interest of whatsoever nature in and to the oil, gas mineral leases covering the C NE NE SW Section 17 Township 20 North Range 5 West Garfield County Oklahoma including the Valtr #1 [well] (hereinafter the Byford Assignment, attached hereto as Exhibit 2).

16. Because of the above controversy, a declaratory judgment is both necessary and proper in order to set forth and determine the rights, obligations and interest of Defendants in and to the Subject Lease.

SECOND CAUSE OF ACTION

QUIET TITLE /LEASE CANCELLATION FOR NON-COMMERCIAL PRODUCTION

Plaintiff restates and realleges the foregoing allegations and incorporates the same herein by reference. Plaintiff further alleges and states as follows:

17. On or about August 28, 1978, during the primary term of the Subject Lease, PT II, Thetis Energy completed the Valtr #17-1 well in the Mississippi, Oswego and Skinner formations. There are no other wells producing from the Subject Lands or lands spaced therewith.

18. The Subject Lease has expired by its own terms as there is no well located upon the Subject Lands or lands spaced therewith that is capable of producing in paying quantities.

19. Defendants claim or may claim some tight, title or interest in the Subject Lands by virtue of the Subject Lease adverse to Plaintiff’s title which constitute a cloud upon Plaintiff’s mineral estate.

20. Defendants own no right, title or interest in the Subject Lands, as the Subject Lease has expired by its own terms.

RELIEF REOUESTED

WHEREFORE, Plaintiff prays this Court enter judgment for Plaintiff and against Defendants as follows:

A. Upon Plaintiff’s First Cause of Action for a Declaratory Judgment ending that Defendant Aspen Energy Group, Inc. is the owner of record of the Subject Lease as to all rights outside the wellbore of the Valtt #17-1 well;

B. Upon Plaintiff’s Second Cause of Action against Defendants: quieting Plaintiff’s title in its mineral estate such that the adverse claims of Defendants and the resulting cloud upon Plaintiff’s title will be removed; that the Subject Lease be cancelled and Defendants be adjudged to have no tight, tide or interest in the Subject Lands; adjudging that Plaintiff’s leasehold interest is in full force and effect; and that Defendants be restrained and enjoined from exercising and/or attempting to exercise any right or interest therein by reason of the Subject Lease; and

C. For such other and further relief as this Court may deem just and equitable.

Outcome: Dismissal with prejudice as to Doug Byford and Brenda Byford

On the day of November, 2013, there came before this Court the request of Plaintiff, Wake Energy, LLC (hereinafter “Plaintiff”), for Default Judgment against Defendant, Aspen Energy Group, Inc. (hereinafter referred to as “Defaulting Defendant”).

The Court, having reviewed the summons, returns of service, and the court file, finds that Plaintiff exercised due diligence to attempt to obtain personal service upon Defaulting Defendant to no avail, and Service by Publication was obtained upon Defaulting Defendant as set forth in the Affidavit of Publication filed with this Court on September 25, 2013. Defendant, having been properly served with the summons and petition, has failed to answer or plead to Plaintiff’s Petition within the time required by law. Accordingly, Defaulting Defendant is in Default.

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff shall recover from Defaulting Defendant judgment as follows:

(a) The oil and gas leases described below (“Subject Leases”) are hereby cancelled as to any interest claimed therein by Defaulting Defendants: Lessor(s): Edna F. Valtr, a widow and single person Lessee: Bailey Gas Systems, Inc. and Howard Engineering, Inc.

Dated: August 2, 1976

Recorded: Book 565, Page 332

Description: SW/4 of Section 17-20N-SW, Garfield County, Oklahoma

Primary Term: 2 years

(b) Defaulting Defendant has no right, title or interest in Plaintiffs mineral or leasehold estate underlying the SW/4 of Section 17-29N-5W, Garfield County, Oklahoma;

(c) Defaulting Defendant is restrained and enjoined from exercising and/or attempting to exercise any right or interest in Plaintiffs mineral and leasehold estate by reason of the Subject Lease; and

(ci) The oil and gas lease described below, to which Plaintiff is the owner, is in full force and effect and is hereby vested in possession as of the date of this Journal Entry ofJudgrnent.

Lessor(s): Jerome Valtr a/k/aJerome IJ. Vaitr a/k/a Jerry Valtr a/k/a Jerry D. Valtr a/k/a Jerry Dean Valtr & Peggy Valtr a/k/a Peggy P. Valtr &

Jerry Valtr & Peggy Valtr h/w

Lessee: Wake Energy, LLC

Dated: December 4, 2012

Recorded: Book 2115, Page 600

Description: SW/4 of Section 17-20N-5W, Garfield County, Oklahoma

Primary Term; 3 years from date of ring in possession

Plaintiff's Experts:

Defendant's Experts:

Comments: