SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4) of
the Securities Exchange Act of 1934

(Amendment No. 2)*

PYR Energy Corporation

(Name of Subject Company)

PYR Energy Corporation

(Names of Persons Filing Statement)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

693677106

(CUSIP Number of Class of Securities)

Kenneth R. Berry Jr.

PYR Energy Corporation

1675 Broadway, Suite 2450

Denver, Colorado 80202

(303) 825-3748

(Name, address and telephone numbers of person authorized to receive notices and

communications on behalf of the persons filing statement)

Copies to:

Alan Talesnick, Esq.

Lloyd H. Spencer, Esq.

Patton Boggs LLP

1801 California Street

Suite 4900

Denver, Colorado 80202

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	Item 2. Identity and Background of Filing Person
	Item 3. Past Contacts, Transactions, Negotiations and Agreements
	Item 4. The Solicitation or Recommendation
	Item 7. Purposes of the Transaction and Plans or Proposals
	Item 8. Additional Information
	Item 9. Exhibits
SIGNATURE
Letter to Stockholders
Opinion of C.K. Cooper & Company
Information Statement Pursuant to Section 14(f)

Purpose of Amendment

The purpose of this amendment is to amend and supplement Items 2, 3, 4, 7 and 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by PYR Energy Corporation (“PYR Energy” or the “Company”) on April 11, 2007, and subsequently amended, and to add additional exhibits to Item 9 and amend the exhibit list accordingly.

Item 2.   Identity and Background of Filing Person

Item 2 is hereby amended and supplemented by the addition of the following information:

Revised Tender Offer

On April 23, 2007, PYR Energy issued a press release that the Company, Samson Investment Company (“Samson”) and Samson Acquisition Corp., a wholly owned subsidiary of Samson (“Acquisition Corp.”) entered into an Agreement and Plan of Merger, dated April 23, 2007 (the “Merger Agreement”). The press release also announced that, pursuant to the Merger Agreement, Samson and Acquisition Corp. will revise their outstanding tender offer (the “Revised Offer”) for all shares of PYR Energy common stock (together with the associated preferred stock purchase rights) to a purchase price of $1.30 per share. On April 30, 2007, Samson and Acquisition Corp. filed an amendment to their Tender Offer Statement on Schedule TO reflecting the terms of the Revised Offer, which amendment included their supplement to the offer to purchase reflecting the Revised Offer as exhibit (a)(14) (the “Revised Offer to Purchase”).

The Revised Offer is being made pursuant to the Merger Agreement. The Merger Agreement provides that, among other things, following consummation of the Revised Offer and subject to other conditions contained in the Merger Agreement, including the approval and adoption of the Merger by the Company’s stockholders if required by Maryland law, Acquisition Corp. will be merged with and into the Company (the “Merger”) and each outstanding share of PYR Energy common stock (and the associated preferred stock purchase rights) not tendered and purchased pursuant to the Revised Offer (other than shares held by the Company, Samson, Acquisition Corp. or stockholders who properly perfect appraisal rights under Maryland law, if available) will be converted into the right to receive the cash price per share paid in the tender offer, net to the stockholder in cash, without interest. Upon the Effective Time of the Merger (the “Effective Time”), the Company will become a wholly owned subsidiary of Samson. The terms of the Merger Agreement are described in greater detail in Item 3 below and in Section 9 entitled “The Merger Agreement” in the Revised Offer to Purchase, which is being mailed to Company stockholders together with this Schedule 14D-9.

The expiration date of the Revised Offer is midnight, New York City time, on Thursday, May 24, 2007, subject to extension in certain limited circumstances as required or permitted under the Merger Agreement. Also, Samson and Acquisition Corp. may elect to conduct a subsequent offering period of between three and 20 business days after the expiration of the Revised Offer. During the subsequent offering period, if Samson and Acquisition Corp. elect to provide one, shares of PYR Energy common stock (and the associated preferred stock purchase rights) not tendered and purchased prior to the expiration of the Revised Offer may be tendered to Acquisition Corp. for the same consideration paid in the Revised Offer.

Item 3.   Past Contacts, Transactions, Negotiations and Agreements

Item 3 is hereby amended and supplemented by the addition of the following information:

Except (a) as described or incorporated by reference in this Schedule 14D-9, as amended, (b) as described or incorporated by reference in the Information Statement pursuant to Rule 14f-1 of the Securities Exchange Act of 1934, as amended, attached as Annex A (and filed as exhibit (e)(8) to this Schedule 14D-9) and incorporated herein by this reference, or (c) as set forth in the excerpts from the Company’s Definitive Proxy Statement dated May 16, 2006 filed as exhibit (e)(1) to this Schedule 14D-9 and incorporated by reference herein, to the knowledge of the Company, as of the date of this Schedule 14D-9 there are no material agreements, arrangements or understandings, or any actual or potential conflicts of interest between the Company or its affiliates and (i) the Company or its

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executive officers, directors or affiliates or (ii) Samson or Acquisition Corp. or their respective executive officers, directors or affiliates.

(a)   Arrangements with Current Executive Officers and Directors of the Company

The Company’s executive officers have interests in the transactions contemplated by the Merger Agreement that are in addition to their interests as Company stockholders generally. The Board was aware of these interests and considered them, among other matters described in Item 4 below, in approving the Revised Offer, the Merger and the Merger Agreement and in making the recommendations in Item 4 below.

Severance Compensation

Consummation of the Revised Offer will constitute a change in control of the Company under the Change of Control Severance Agreements entered into with each of the executive officers, each as in effect on the date of the Merger Agreement, which will entitle those officers to certain severance and related benefits. All of the severance and other benefits in favor of the Company’s executive officers previously have been disclosed in prior amendments and exhibits to this Schedule 14D-9, and are summarized in the section entitled “Employment Contracts and Termination of Employment and Change-in-Control Arrangements” in the Information Statement attached as Annex A (and filed as exhibit (e)(8) to this Schedule 14D-9) and incorporated herein by this reference.

Indemnification and Insurance

Pursuant to the Merger Agreement, Samson has agreed to, or cause the surviving corporation in the Merger (the “Surviving Corporation”) to, indemnify the Company’s directors and officers with respect to acts or omissions by them in their capacities as such prior to the Effective Time to the fullest extent required by the Company’s Charter or Bylaws in effect as of the date of the Merger Agreement and permitted under applicable law.

The Merger Agreement further provides that through the sixth anniversary of the Effective Time, subject to specified exceptions, Samson will, or will cause the Surviving Corporation to, maintain in effect, for the benefit of the Company’s directors and officers that are insured under the Company’s current directors’ and officers’ liability insurance policy in effect as of the date of the Merger Agreement (the “D&O Insurance Policy”), the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the D&O Insurance Policy; provided, however, that in no event shall Samson be required to expend an aggregate amount in excess of 150% of the annual premium currently payable by the Company with respect to the D&O Insurance Policy. The Merger Agreement provides further that, alternatively, Samson may purchase a “tail” insurance policy on the D&O Insurance Policy covering a period of six years from the Effective Time; provided that the aggregate amount of such tail policy is less than 150% of the annual premium currently payable by the Company with respect to the D&O Insurance Policy.

Acceleration of Option Vesting; Purchase of Options

Pursuant to the Merger Agreement, each option to purchase Common Stock (a “Company Option”) outstanding as of the date of the Merger Agreement will become fully vested and exercisable in full at such time as the Company provides the holders with notice that such Company Option is exercisable in full. Company Options that have not been exercised or otherwise terminated and are outstanding immediately prior to the consummation of the Merger will, upon consummation of the Merger, be converted into the right to receive a cash payment equal to the difference between $1.30 and the exercise price per share of the Company Option, multiplied by the number of shares underlying each such Company Option.

(b)   Arrangements with Samson and Acquisition Corp.

Merger Agreement

A summary of the Merger Agreement is contained in Section 9 entitled “The Merger Agreement” in the Revised Offer to Purchase, which is being mailed to Company stockholders together with this Schedule 14D-9. The summary of the Merger Agreement contained in the Revised Offer to Purchase summary is incorporated herein by this reference, but is qualified in its entirety by reference to the Merger Agreement, which is the actual legal

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document governing the Merger and the parties’ respective rights and obligations with respect thereto. A copy of the Merger Agreement is filed as exhibit (e)(3) to this Schedule 14D-9 and is incorporated herein by this reference.

Item 4.   The Solicitation or Recommendation

Item 4 is hereby amended and supplemented by the addition of the following information:

(a)   Recommendation

After careful consideration, including a thorough review of the terms and conditions of the Merger Agreement (including the terms and conditions of the Revised Offer and the Merger), and including consideration of the fairness opinion delivered orally by C.K. Cooper & Company (“CK Cooper”), with the Company’s legal and financial advisors, the full Board of Directors determined at a meeting on April 23, 2007, that the terms of the Revised Offer, the Merger and the Merger Agreement are in the best interests of the Company’s stockholders, and unanimously approved and declared advisable the Revised Offer, the Merger and the Merger Agreement and recommended the Merger and Merger Agreement to stockholders for their approval.

Accordingly, the Board of Directors recommends that the Company’s stockholders accept the Revised Offer, tender their shares to Acquisition Corp. for purchase pursuant to the Revised Offer and, if required by applicable Maryland law, approve and adopt the Merger.

A letter from the Company to the PYR Energy stockholders announcing the Merger Agreement and communicating the recommendation of the Board of Directors is filed as exhibit (a)(3) to this Schedule 14D-9, and is incorporated herein by this reference.

(b)   Background and Reasons for the Recommendation

Background

The Company is a co-owner in certain producing gas wells, drilling wells, oil and gas minerals, leasehold and related properties operated by Samson, through its subsidiary, Samson Lone Star Limited Partnership (“Lone Star”), including a producing gas well located in Jefferson County, Texas named the Sun Fee GU#1 ST well. The Company has been in litigation with Lone Star in connection with this well concerning, among other things, Lone Star’s pooling of certain lands into the production unit and the corresponding reduction in the Company’s working interest.

On January 29, 2007, in a letter to Mr. Kenneth R. Berry, Jr. the Chief Executive Officer of the Company, and the Board of Directors, from Mr. C. Philip Tholen, Executive Vice President of Samson, Samson proposed to acquire one hundred percent (100%) of the common stock of the Company at $1.23 per share.

On January 29, 2007, Samson also amended its Schedule 13D stating its intention to acquire control of the Company and attaching the January 29^th letter.

On January 29 and 30, 2007, the Board of Directors met with the Company’s management and its legal advisors. It was discussed that several companies other than Samson had either met directly with management or discussed their interest in a possible transaction with the Company. The Board decided that the Company would continue discussions with Samson regarding the status of various matters, and continue to discuss and consider the Samson offer. Legal counsel summarized a proposed draft of the rights agreement and the steps necessary to implement a shareholder rights plan. The Board discussed the proposed shareholder rights plan, which previously had been discussed by the Board members, with legal counsel and voted to adopt the rights agreement as proposed.

On January 31, 2007, the Company issued a press release announcing the Company’s adoption of its Rights Agreement.

On January 31, 2007, Mr. Kilpatrick, the Chairman of the Board of PYR Energy, spoke with Mr. Tholen with regard to Samson’s January 29th letter. Mr. Tholen re-emphasized Samson’s interest in acquiring the Company. Mr. Kilpatrick expressed his willingness to consider any transaction that would maximize stockholder value and further indicated that the Company had received overtures from other interested parties in addition to Samson.

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Mr. Kilpatrick asked Mr. Tholen to provide information to the Company related to the Nome area located in Jefferson County, Texas, which is operated by Samson, in order to assist the Company in its valuation process.

On February 1, 2007, Mr. Tholen spoke by telephone with Mr. Kilpatrick and discussed PYR Energy’s request for information from Samson on the properties in Jefferson County, Texas as well as the Company providing information to Samson related to the Company’s other properties outside of the Nome area in order to allow Samson the opportunity to conduct a more detailed valuation of those interests.

On February 4, 2007, the Board of Directors met and subsequently reconvened on February 5^th and the Board was joined by the Company’s management and legal counsel on February 5^th. The Board again discussed that several companies other than Samson had either met directly with management or discussed their interest in a possible transaction with the Company. On February 5^th, the Board met with a representative of one of these companies (“Company A”) and discussed a possible transaction with the Company. The Board discussed various issues related to determining a value for certain oil and gas properties of the Company. The Board continued to evaluate the Samson $1.23 per share offer. The Board decided to meet again with Samson and to move forward in selecting a financial advisor.

On February 6, 2007, Mr. Kilpatrick advised Mr. Tholen that there had been some material developments regarding the Company that would be announced shortly by press release, and that he would speak to Mr. Tholen further after the announcement. Mr. Kilpatrick also indicated that the Company would be unable to enter into the confidentiality agreement proposed by Samson.

On February 7, 2007, the Company issued a press release announcing various operational updates. The press release further advised that the Company was reviewing the acquisition proposal submitted by Samson, together with its overall review of the Company’s properties, operations and opportunities, in order to pursue the best interests of the Company’s stockholders, and that as part of that process, the Company’s directors intended to participate in a meeting with Samson to discuss Samson’s proposal.

On February 14, 2007, Mr. Kilpatrick advised Mr. Tholen by telephone that the Company had engaged CK Cooper as its financial advisor to assist the Company’s board of directors in the evaluation of Samson’s acquisition proposal, as well as offers submitted by other parties. Also on February 14, 2007, the Company issued a press release announcing the retention of C.K. Cooper as the Company’s financial advisor to assist in the evaluation of unsolicited offers and other strategic alternatives designed to enhance stockholder value, which may involve PYR Energy remaining an independent public company.

During the period following its engagement, CK Cooper undertook a review of the assets of the Company, as well as correspondence from parties that had expressed interest in either a joint venture, asset transaction or other form of business combination with the Company. In all, CK Cooper reviewed preliminary interest from 16 separate parties.

On February 21, 2007, Samson and the Company met at the offices of CK Cooper in Irvine, California. Participating in the meeting on behalf of Samson were Mr. Tholen, Mr. Dudley Viles, Executive Vice President of Samson Resources Company, a subsidiary of Samson, and Mr. Richard Koenig, Senior Landman of Samson, and on behalf of the Company were Mr. Kilpatrick and Mr. Bryce Rhodes, a Company director, and Mr. Alex Montano, Managing Director, Corporate Finance Group of CK Cooper. At this meeting, the Company indicated that it was considering a reverse merger transaction with another party that, in conjunction with the sale of its Jefferson County properties to Samson for cash, would result in a change of control of the Company. In light of that proposal, Mr. Kilpatrick indicated that the Company’s principal interest would be in discussing the sale of the Company’s Jefferson County, Texas properties to Samson, and accordingly requested that Samson consider submission of an offer for only those properties.

On February 26, 2007, the Company received a proposal from Samson to acquire only the Company’s Jefferson County, Texas properties for aggregate consideration consisting of $21 million in cash, plus the 3,689,200 shares of Company common stock owned by Samson. Samson further clarified its proposal via emails to CK Cooper on March 2 and 5, 2007.

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On March 12, 2007, the Board of Directors met with the Company’s management and its legal and financial advisors. The Board’s legal advisors gave a brief legal update, including discussion of the March 9^th hearing in connection with the Samson litigation. The Board also discussed the Company’s valuation, along with the status of existing offers including a proposal received by the Board from Company A.

On March 16, 2007, Mr. Viles received a telephone call from Mr. Montano, of CK Cooper, to advise Samson that the Company’s preliminary conclusion was that Samson’s proposal was inadequate, but that the Company had not yet completed its valuation of the Jefferson County properties and that depending on the outcome of the valuation, the Company might ultimately decide that Samson’s original proposal was acceptable. Mr. Montano indicated that the Company would need another two weeks to complete its review.

During this period, the Board of Directors, along with its Financial Advisor, continued to evaluate other alternatives to enhance shareholder value. This evaluation included numerous meetings with several parties, data exchange with several parties and preliminary discussions on the nature of any proposed transaction.

On March 20, 2007, Samson delivered a letter to the Company’s Chief Executive Officer and Board of Directors notifying the Company of Samson’s intention to commence an all cash tender offer for all of the Company’s common stock at a purchase price of $1.21 per share. Contemporaneously with the delivery of the foregoing letter, Samson issued a press release announcing its intention to commence its tender offer.

On March 20, 2007, the Board of Directors met with the Company’s management and its financial advisors to discuss Samson’s March 20^th letter and its intention to commence an unsolicited tender offer at a purchase price per share lower than the offer set forth in its January 29^th letter. The Board also discussed the status of the Samson lawsuit, along with the status of other potential buyers of the Company, two of which came to the Company’s offices in Denver to review data and examine in depth the Companies prospects.

On March 22, 2007, the Board of Directors met with the Company’s management and its legal advisors to discuss Samson’s March 20^th letter and its intention to commence an unsolicited tender offer. The Board’s legal counsel discussed the Company’s legal obligations in the event Samson commenced a tender offer. The Board also discussed the Company’s continuing efforts to value the various prospects owned by the Company as well as the status of its discussion with third parties regarding a possible transaction with the Company.

Samson and Acquisition Corp. commenced their tender offer on March 28, 2007.

On March 28, 2007, the Board of Directors met with the Company’s management and its legal advisors. The Board of Directors discussed the unsolicited tender offer commenced by Samson. Legal counsel summarized the Company’s legal obligations relating to the Samson tender offer. The Board also discussed the upcoming March 31st mediation meeting with Samson regarding the ongoing litigation.

On March 29, 2007 another interested party other than Samson came to the Company’s offices in Denver to review data and examine in depth the Company’s prospects.

On March 31, 2007, Samson, the Company and their respective legal counsel met at JAMS offices in Dallas, Texas for a court ordered mediation of the lawsuit filed by the Company on July 29, 2005 in the U.S. District Court for the Eastern District of Texas, Beaumont Division, against Lone Star and Samson Resources Company. In attendance at the mediation on behalf of Samson were Mr. Tholen, Mr. Viles, Mr. Daniel and Ms. Annabel Jones, internal Samson counsel, Mr. Richard Watt, outside litigation counsel to Samson, and Mr. Scott Cohen, outside corporate counsel to Samson, and on behalf of the Company were Mr. Berry, Mr. Dennis M. Swenson, a Company director, and Mr. Robert Thibault and Mr. Jesse R. Pierce, counsel to the Company. At the mediation, Samson renewed its offer to the Company, which was first made on February 26, 2007, to purchase the Company’s Jefferson County, Texas properties for aggregate consideration consisting of $21 million in cash, plus the 3,689,200 shares of Company common stock owned by Samson. The Company deemed the offer to be inadequate and declined.

On April 2, 2007, the Board of Directors met with the Company’s management and its legal and financial advisors. The Board of Directors discussed the unsolicited tender offer commenced by Samson and legal counsel summarized the effects of the Samson announcement of its intention to commence a tender offer and its commencement of the tender offer on the Company Rights Agreement. The Board discussed the effects summarized by legal counsel and decided that the Board needed additional time to properly evaluate Samson’s offer.

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Accordingly, the Board decided to delay the “Distribution Date” that would otherwise result due to the actions of Samson. The Board also decided to a issue press release advising stockholders that it had received Samson’s tender offer and would evaluate and make a recommendation to stockholders at a later date. The Board discussed the Company’s valuation with its financial advisor. Furthermore, the Board discussed the current standing of preliminary discussions with other various groups, including one specific proposal that would have included a reverse merger with a private entity. These proposals were considered in light of the ongoing discussion with Samson.

On April 6, 2007, Mr. Viles received a telephone call from Mr. Montano, of CK Cooper, to notify Samson that the Company’s board of directors would like to meet with Samson to discuss an agreed upon transaction with Samson. On April 7 and April 8, 2007, Mr. Montano and Mr. Tholen spoke by telephone several times to discuss arrangements for the meeting between Samson and the Company on April 9, 2007.

On April 6, 2007, the Company received a written proposal from Company A wherein this party proposed a merger with the Company. The Board of Directors as well as the Financial Advisor considered the terms and opportunity presented.

On April 8, 2007, Mr. Swenson and Mr. Kilpatrick of the Board of Directors met with CK Cooper to review and discuss the valuations of the Company’s assets and to discuss the upcoming negotiations with Samson.

On April 9, 2007, another interested party other than Samson came to the Company’s offices in Denver to review data and examine in depth the Company’s prospects.

On April 9, 2007, Samson and the Company met at the offices of CK Cooper in Irvine, California. Participating in the meeting on behalf of Samson were Mr. Tholen, Mr. Viles, Mr. Koenig and Mr. Joe Lytle, Samson’s senior geologist, and on behalf of the Company were Mr. Kilpatrick, Mr. Rhodes, Mr. Swenson, Mr. Berry and Mr. Montano. At this meeting, Samson and the Company reached an agreement in principle pursuant to which Samson would make a revised tender offer for all of the outstanding shares of PYR Energy common stock at a purchase price of $1.30 per share in cash, subject to certain conditions, including the negotiation and execution of a definitive Merger Agreement.

On April 11, 2007, Samson and the Company issued a joint press release announcing the agreement in principle. In addition, on April 11, 2007, the Company filed with the Commission a Schedule 14D-9 announcing that the Company’s Board of Directors was unable to take a position on the Samson $1.21 per share tender offer, as then reflected in the Schedule TO. The Company’s Board of Directors stated that it had entered into discussions with Samson that resulted in an agreement in principle for a revised offer by Samson to purchase all of the outstanding shares of PYR Energy common stock for $1.30 per share in cash, subject to certain conditions, including the negotiation and execution of a definitive merger agreement and the receipt by the Company of a fairness opinion concerning the revised offer. Subject to a successful negotiation of a definitive merger agreement and the receipt of a fairness opinion from its financial advisor, the Company’s Board of Directors indicated that it would recommend that the Company’s stockholders accept a revised offer by Samson to purchase all of the outstanding shares of PYR Energy common stock for $1.30 per share in cash and, upon completion of negotiations with Samson, the Company stated it would file an amendment to its Schedule 14D-9 and provide the Company’s stockholders with the Board of Director’s recommendation. Also on April 11, 2007, Samson provided a proposed draft of the Merger Agreement to the Company.

From April 12, 2007 through, April 22, 2007, the Company, Samson and their respective representatives negotiated the terms and conditions of the proposed Merger Agreement.

In the evening on April 23, 2007, the Company’s Board of Directors met with the Company’s management and its legal and financial advisors to discuss the proposed Revised Offer, the Merger and the Merger Agreement, and the legal, financial and other considerations relevant thereto. The Company’s legal advisors presented a summary of the terms and conditions of the proposed Merger Agreement. CK Cooper, the Company’s financial advisor, reviewed with the Board financial aspects of the proposed Revised Offer and Merger, and CK Cooper rendered to the Board of Directors an oral opinion (which was confirmed by delivery of a separate written opinion dated April 23, 2007) to the effect that, as of April 23, 2007, the $1.30 per share cash consideration to be received in the Offer and the Merger by holders of PYR Energy common stock (other than Samson, Acquisition Corp. and their respective affiliates) was fair, from a financial point of view, to such holders.

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After careful consideration, including consultation with the Company’s management and the Company’s legal and financial advisors, and taking into account the factors described under “Reasons for the Recommendation of the Board” below, the Board of Directors unanimously determined that the terms of the Revised Offer, the Merger and the Merger Agreement were in the best interests of the Company’s stockholders and approved and declared advisable the Revised Offer, the Merger and the Merger Agreement. The Board unanimously determined to recommend that the Company’s stockholders accept the Revised Offer, tender their shares to Acquisition Corp. pursuant to the Revised Offer and, if required by applicable Maryland law, approve and adopt the Merger Agreement. The Board of Directors also unanimously approved an amendment to the Rights Agreement rendering the Rights Agreement inapplicable to the Revised Offer, the Merger and the Merger Agreement. The amendment to the Rights Agreement was filed by the Company as an exhibit to a Current Report on Form 8-K filed April 24, 2007.

Subsequently, Samson advised that its Board of Directors had also approved the Merger Agreement, and the Company, Samson and Acquisition Corp. executed the Merger Agreement. Late in the evening on April 23, 2007, the Company issued a press release announcing the Revised Offer and the execution of the Merger Agreement. A copy of the Company’s press release is filed as exhibit (a)(2) to this Schedule 14D-9 and is incorporated herein by this reference.

Reasons for the Recommendation of the Board

In reaching the conclusion that the Revised Offer, the Merger and the Merger Agreement are in the best interests of the Company’s stockholders, and in making the recommendations described above, the Board of Directors consulted with the Company’s management and legal and financial advisors, and considered a number of reasons, including the following reasons:

•  the $1.30 Offer reflects:

•  a premium of approximately 38% over the Company’s closing price on January 26, 2007, the last trading day prior to the public announcement of Samson’s initial acquisition proposal

•  a premium of approximately 16% over the Company’s closing price on April 10, 2007, the last trading day prior to the announcement of the agreement in principle reached between the Company and Samson with respect to the Revised Offer. This premium, however incorporates the market already anticipating a higher value for the Company’s common equity thru multiple valuation affixations over a notable period such as a public unsolicited offer at a significant premium to the market, announcement of the engagement of a financial advisor to seek alternative options to increase shareholder value, and a tender offer at a significant premium to the market before the final $1.30 transaction was announced.

•  the Board believed that the Offer and the Merger are more favorable to the Company’s stockholders than any other strategic alternative reasonably available to the Company, including remaining as a stand-alone entity. In this respect, the Board believed that Samson would be unlikely to be willing to pay a higher price than $1.30 per share.

•  the Board’s view, that there remained a risk that the continued unpredictability and uncertainty surrounding the Samson tender offer, the potential for a proxy contest (during which Samson might maintain or raise its $1.21 Offer, but was not likely to raise it to $1.30 or higher), and other risks and uncertainties relating to the industry and the Company’s business, could adversely affect the Company’s business, operations and performance, and thereafter there would be a risk that an acquisition might be concluded at a price lower than $1.30 per share.

•  the Board’s belief that the Company faces several risks and uncertainties in its efforts to increase stockholder value as an independent publicly traded company including (i) the risk of being able to raise capital to develop the Company’s geologic prospects; (ii) the Company’s ability to control the timing of the development of its investments due to the fact that the Company is not the operator of its largest oil and gas properties; and (iii) the high risk nature of the Company’s largest oil and gas properties in relation to the size of the Company and its access to the necessary resources to develop such properties;

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•  the opinion of CK Cooper, dated April 23, 2007, as to the fairness, from a financial point of view and as of such date, of the $1.30 per share cash consideration to be received in the Offer and the Merger by holders of PYR Energy common stock (other than Samson, Acquisition Corp. and their respective affiliates). The full text of the written opinion of CK Cooper, which sets forth the assumptions made, matters considered and limitations on the review undertaken by CK Cooper, is attached hereto as Annex B and is filed as exhibit (a)(4) to this Schedule 14D-9, and is incorporated herein by reference. CK Cooper’s opinion is directed only to the fairness from a financial point of view of the $1.30 per share cash consideration to be received in the Revised Offer and the Merger by holders of PYR Energy common stock (other than Samson, Acquisition Corp. and their respective affiliates) and is not intended to constitute, and does not constitute, a recommendation as to whether any stockholder should tender shares of PYR Energy common stock pursuant to the Revised Offer or as to any other actions to be taken by any stockholder in connection with the Revised Offer or the Merger. Holders of PYR Energy common stock are encouraged to read this opinion carefully in its entirety.

•  under the Merger Agreement, the obligations of Samson and Acquisition Corp. to consummate the Revised Offer and the Merger would be subject to a very limited number of conditions, with no financing condition.

•  the Board’s belief that entering into the Merger Agreement, which by its terms permits the Board to terminate the Merger Agreement to accept a “Superior Proposal” on payment of a $3 million fee to Samson, was unlikely to prevent any realistic opportunity for an acquisition of the Company on terms more favorable to those in the Merger Agreement;

•  the fact that the Offer provides for a cash tender offer for all common stock held by the Company’s stockholders to be followed by the Merger in which each share of PYR Energy common stock that is then outstanding and that has not been accepted for purchase pursuant to the Offer (other than shares of PYR Energy common stock held by the Company, Samson, Acquisition Corp. or any other direct or indirect wholly-owned subsidiary of Samson, or by stockholders who properly perfect their appraisal rights under the MGCL, if available), which allows the Company’s stockholders to obtain the benefits of the Merger at the earliest possible time, providing such stockholders certainty of value for their shares.

The Board of Directors viewed the items above as specific reasons for determining that the Revised Offer, the Merger Agreement and the Merger are in the best interests of the Company stockholders, and for recommending that the stockholders of the Company accept the Revised Offer, tender their shares to Acquisition Corp. pursuant to the Revised Offer and, if required by applicable Maryland law, approve and adopt the Merger.

The PYR Energy Board of Directors also considered a number of uncertainties and risks in its deliberations concerning the transactions contemplated by the Merger Agreement, including the Offer and the Merger, including the following:

•  the fact that the nature of the Offer and the Merger as a cash transaction means that the Company’s stockholders will not participate in future earnings or growth of the Company and will not benefit from any appreciation in value of the combined company;

•  the fact that the Merger Agreement contains contractual restrictions on the conduct of the Company’s business prior to the completion of the transaction contemplated by the Merger Agreement, which may limit the Company’s ability to pursue business opportunities that it would otherwise pursue;

•  the fact that the Company could be required to pay a termination fee of $3 million in connection with the termination of the Merger Agreement under specified circumstances involving competing transactions or a change in the recommendation of the PYR Energy Board with respect to the transactions contemplated by the Merger Agreement;

•  the fact that an all cash transaction will be taxable to the Company’s stockholders for U.S. federal income tax purposes; and

•  the possibility that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, might not be consummated, and the fact that if the Offer and the Merger are not consummated, the Company’s directors, senior management and other employees will have expended extensive time and effort

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and will have experienced significant distractions from their work during the pendency of the transaction, the Company will have incurred significant transaction costs, and the perception of the Company’s continuing business could potentially result in a loss of customers, business partners and employees.

The PYR Energy Board of Directors believed that, overall, the potential benefits of the Offer and the Merger to the PYR Energy stockholders outweighed the risks of the Offer and the Merger.

The foregoing discussion of the information and factors considered and reasons cited by the Board of Directors is not meant to be exhaustive, but includes the material information, factors and reasons considered by the Board of Directors in reaching its conclusions and recommendations with respect to the Revised Offer, the Merger Agreement and the Merger. The members of the Board of Directors evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of the Company and after taking into account the views of the Company’s management and legal and financial advisors. In light of the number and variety of factors and amount of information that the Board of Directors considered, and the varied reasons that supported their opinions and conclusions, the members of the Board of Directors did not find it practicable to assign relative weights to the foregoing factors or reasons. However, the recommendations of the Board of Directors were made after considering the totality of the information and factors involved. In addition, individual members of the Board of Directors may have given different weight to different factors and, in arriving at these recommendations, the directors of the Company were aware of the interests of certain officers and directors of the Company as described under “Past Contacts, Transactions, Negotiations and Agreements.”

(c)   Intent to Tender

To the best knowledge of the Company, each of the Company’s executive officers and directors currently intends to tender shares of PYR Energy common stock held of record or beneficially by such person for purchase pursuant to the Revised Offer, or in a subsequent offering period if Samson and Acquisition Corp. elect to provide one.

(d)   Opinion of PYR Energy’s Financial Advisor

In connection with its determination to approve the tender offer by Samson, the Board of Directors engaged CK Cooper to provide it with a “fairness opinion” as to whether the tender offer consideration to be paid by Acquisition Corp. is fair, from a financial point of view, to PYR Energy’s stockholders. CK Cooper, which was founded in 1981 and is headquartered in Irvine, California, is a nationally recognized investment banking firm whose senior officers and other employees are highly experienced in the evaluation of companies and other elements of finance and investment banking with expertise in the oil and gas exploration and production sector of the energy industry. The Board selected CK Cooper on the basis of CK Cooper’s expertise in the oil and gas industry, recommendations from other companies that had engaged CK Cooper for similar purposes, and its ability to do the research and provide the fairness opinion within the required time table.

On April 23, 2007 at a telephonic meeting of the Board of Directors, CK Cooper delivered its oral opinion that, as of that date and based upon and subject to the assumptions, factors and limitations set forth in the written opinion and described below, the consideration to be paid by Acquisition Corp. in connection with the tender offer contemplated by the Merger Agreement is fair, from a financial point of view, to the PYR Energy stockholders. CK Cooper subsequently delivered its written opinion to the Board, dated April 23, 2007 to such effect.

While CK Cooper rendered its opinion and provided certain analyses to the Board of Directors, CK Cooper was not requested to and did not make any recommendation to the Board of Directors as to the specific form or amount of the consideration to be received by PYR Energy in the proposed tender offer, which was determined through negotiations between PYR Energy and Samson. CK Cooper’s written opinion, which was directed to the Board of Directors, addresses only the fairness, from a financial point of view, of the consideration set forth in the Merger Agreement, and does not address PYR Energy’s underlying business decision to proceed with or effect the merger or the structure of the merger, or the relative merits of the merger compared to any alternative business strategy or transaction in which PYR Energy might engage and does not constitute a recommendation to any PYR Energy stockholder whether to tender or not tender their shares.

10

In connection with its review of the acquisition, and in arriving at its opinion described below, CK Cooper reviewed business and financial information relating to PYR Energy, including, among other things:

•  certain financial and stock market information for selected publicly traded companies that it deemed to be relevant;

•  the financial terms, to the extent publicly available, of selected precedent transactions involving companies in PYR Energy’s industry that it deemed to be relevant;

•  performed such other studies and analyses, and conducted such discussions, as it considered appropriate;

•  the draft Merger Agreement dated April 20, 2007;

•  Tender Offer Statement SC TO-T (original dated March 28, 2007 and subsequent amendments on April 5, 2007 and April 11, 2007);

•  certain business and financial information relating to PYR Energy that it deemed relevant;

•  audited financial statements for PYR Energy for the fiscal year ended August 31, 2005 and 2006;

•  such other information and analyses it deemed appropriate;

In addition, CK Cooper:

•  reviewed and analyzed certain publicly available financial information for companies whose operations it considered relevant in evaluating PYR Energy;

•  compared the financial terms of the Offer with the financial terms of certain other transactions that it deemed relevant;

•  reviewed certain publicly available financial information for companies whose operations it considered relevant in evaluating PYR Energy; and

•  compared the financial terms of the acquisition with the financial terms of certain other transactions that it deemed relevant.

In addition, CK Cooper held several conversations with senior management and the Board of Directors of PYR Energy, including, in particular, regarding the course of discussions of the Acquisition. Conversations also discussed recent developments in the business operations of PYR Energy, including a review of reserve estimates prepared by the management, comparable transactions and other related matters.

The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to particular circumstances. Therefore, such an opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, CK Cooper did not attribute any particular weight to any analysis or factor considered by it, or makes any conclusion as to how the results of any given analyses, taken alone, supported its opinion. Accordingly, CK Cooper believes that the analysis must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all of the factors and analyses, would create a misleading view of the processes underlying CK Cooper’s opinion. In addition, in certain analyses, CK Cooper compared the total consideration being paid by Acquisition Corp. and the value of PYR Energy to certain companies and other transactions that CK Cooper deemed comparable. No public companies and/or transaction utilized by CK Cooper, as a comparison is identical to PYR Energy or to the transaction with Samson. An analysis of the results of such comparison is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and transactions and other factors that could effect the public trading value of the comparable companies or enterprise value of the comparable transactions to which PYR Energy and the transaction with Samson were being compared.

In performing its analysis, CK Cooper made certain assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of CK Cooper and PYR Energy. Any estimates contained in the analyses performed by CK Cooper are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by

11

such analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty. The CK Cooper opinion and CK Cooper’s presentation to the Board of Directors were among several factors taken into consideration by the Board of Directors in making its determination to approve the transaction. Consequently, CK Cooper analyses described herein should not be viewed as determinative of the decision of the Board of Directors or PYR Energy’s executive management to engage this transaction.

We determined that to gain a full understanding of this transaction, and its fairness from a financial point of view, that among other analyses, the following material analyses should be performed by CK Cooper in preparing its opinion.

Comparable Company Analysis

CK Cooper compared implied values of PYR Energy to a group of companies, which in CK Cooper’s judgment were comparable for purposes of this analysis. CK Cooper analyzed these comparable companies to PYR Energy by using publicly available information to compare the enterprise value of PYR Energy expressed as estimated multiples to these comparable companies. In this case, CK Cooper utilized actual results for revenues, EBITDA and net income for the 2005 and 2006 fiscal years and estimates when actual results were unavailable. In addition, CK Cooper utilized Present Value of Reserves, discounted by 10% (as standard SEC Measures referred to as PV-10) as most recently publicly reported for each issue. These multiples compared to 2005 and 2006 revenues, EBITDA, net income, and PV-10 were then applied to PYR Energy for purposes of this analysis. Enterprise value is defined as market value of equity plus book value of debt and liquidation value of preferred stock, less excess cash and cash equivalents. EBITDA is defined as earnings before interest expense, taxes and depreciation, depletion and amortization.

CK Cooper considered a number of factors in selecting companies for comparison including size, financial condition and geographic scope of operations. The group of comparable companies used in this comparison included:

•  Abraxas Petroleum

•  Teton Energy

•  Whittier Energy

•  PRB Energy

•  Storm Cat Energy

•  American Oil & Gas

•  Infinity Energy Resources

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The values associated with the entities above were taken into consideration and compared to PYR Energy under similar valuation scenarios. CK Cooper calculated the total enterprise value as a multiple of the following categories for each of the following companies for the years 2005 and 2006. The following tables provide a brief overview of the establishment of both the median and mean values utilized herein, as of April 20, 2007.

			Total Enterprise Value as a Multiple of
PYR Energy			Revenue				EBITDA						Net Income						PV-10
Issue	Enterprise Value		2005		2006		2005			2006			2005			2006			Current
Abraxas Petroleum	$	258,424,146		5.3		5.0		8.3			7.6			13.5			207.4			1.6
Teton Energy		66,675,111		94.3		18.9		(17.3	)		(14.4	)		(16.3	)		(11.6	)		7.7
Whittier Energy		181,644,000		6.7		3.9		12.4			3.9			34.3			16.1			2.1
PRB Energy		51,132,862		16.2		10.6		(45.9	)		(11.4	)		(10.6	)		(5.9	)		9.3
Storm Cat Energy		100,425,811		23.8		10.6		(21.4	)		(35.5	)		(12.0	)		(14.6	)		3.1
American Oil & Gas		171,965,996		36.7		45.4		71.3			(335.2	)		166.2			142.0			36.6
Infinity Energy Resources		68,309,942		7.4		5.6		38.7			20.8			(5.0	)		(5.4	)		3.2
High		181,644,000		94.3		45.4		71.3			20.8			166.2			207.4			36.6
Low		51,132,862		5.3		3.9		(45.9	)		(335.2	)		(16.3	)		(14.6	)		1.6
Mean*		106,692,287		18.2		10.1		11.9			2.3			9.6			31.6			5.1
Median		84,367,876		16.2		10.6		8.3			(11.4	)		(5.0	)		(5.4	)		3.2

* High and low values excluded from calculation of mean multiples, negative values replaced by zero.

PYR Energy $ 51,703,237 8.5 5.0 29.6 10.3 4,308.6 22.8 1.8

Based upon this analysis, the following composed the range of multiples realized when comparing the total enterprise value of these comparable companies versus revenues, EBITDA, and net income for the periods ended December 31, 2005 and 2006. Furthermore, the following includes the range of multiples realized when comparing total enterprise value versus the most recently reported PV-10 values.

	Comparison Group Multiples
	Revenue				EBITDA						Net Income						PV-10
PYR Energy	2005		2006		2005			2006			2005			2006			Current
High		94.3		45.4		71.3			20.8			166.2			207.4			36.6
Low		5.3		3.9		(45.9	)		(335.2	)		(16.3	)		(14.6	)		1.6
Mean*		18.2		10.1		11.9			2.3			9.6			31.6			5.1
Median		16.2		10.6		8.3			(11.4	)		(5.0	)		(5.4	)		3.2

* High and low values excluded from calculation of mean multiples, negative values were replaced by zero.

Finally, CK Cooper applied these ranges of valuation multiples against estimated revenues, EBITDA, net income and PV-10 value for PYR Energy based upon estimates presented by management. Based upon these estimates CK Cooper was able to determine a range of inferred values for PYR Energy based upon valuation multiples from a comparable group of companies.

	Inferred Values
	Revenue				EBITDA						Net Income						PV-10
PYR Energy	2005		2006		2005			2006			2005			2006			Current
	(In millions)
High	$	575.1	$	468.6	$	124.4		$	104.0		$	2.0		$	470.8		$	1,051.1
Low		32.4		40.7		(80.2	)		(1,675.5	)		(0.2	)		(33.2	)		46.1
Mean*		110.9		104.5		20.7			11.5			0.1			71.8			145.6
Median		98.9		109.1		14.5			(56.8	)		(0.1	)		(12.2	)		91.7

* High and low values excluded from calculation of mean multiples, negative values replaced by zero.

When considering the range of inferred values for PYR Energy, CK Cooper, based upon its industry, experienced significantly discounted the inferred value based upon earnings. CK Cooper recognized that as a

13

result of non-cash accounting issues, including charges for hedging, compensation, impairment and ceiling test write-downs, that net income can be materially altered. As a result, it is common within the industry to gauge value based upon other measures of performance including reserve values (PV-10) EBITDA, and free cash flow.

Based upon this Comparable Company analysis, CK Cooper determined that based upon the valuation multiples recognized by these comparable companies, utilizing in its opinion, those measures of value most common within the industry, the inferred value for PYR Energy would range from a low of $0.1 million to a high of $145.6 million. However, in CK Cooper’s experience, EBITDA proves to be a more consistent calculation for comparison purposes. The mean value of 2005 and 2006 equates to $16.1 million suggesting that the transaction enterprise offer of $51.7 million by Samson is favorable to the shareholders of PYR Energy.

Comparable Transaction Analysis

CK Cooper conducted a comparable transactions analysis by examining the terms of selected publicly disclosed business acquisitions related to the exploration and production industry from 2006 through 2007, having transaction enterprise values ranging from a low of $30 million to a high of $340 million, which CK Cooper considered reasonably comparable to the PYR Energy.

CK Cooper compared the purchase price being paid, versus the amount of proved reserves being purchased to determine an inferred price being paid per proved BOE. In reviewing these transactions, CK Cooper took into consideration factors including, total transaction value, geographic location and diversity of the proven assets and the relative mix of reserves broken down into proved developed and proved un-developed categories.

For the purpose of this study, CK Cooper compared the proposed transaction between PYR Energy and Samson with the following transactions;

•  The Exploration Company purchase of Output Exploration for $96 million

•  Sterling Energy purchase of Whittier Energy for $182 million

•  Isramco, Inc. purchase of Five States Energy Co. for $100 million

•  El Paso Corp. purchase of Laredo Energy for $255 million

•  Unit Corp. purchase of Brighton Energy, LLC for $67 million

•  Gasco Energy, Inc. pending purchase Brek Energy Corp. for $30 million

•  GeoResources, Inc. purchase of Chandler/Southern Bay for $78 million

•  Phoenix Exploration purchase of Cabot Oil & Gas Corp. for $340 million

•  Energy XXI Gulf Coast purchase of Castex Energy for $308 million

In the process of evaluating comparable transactions and arriving at applicable transaction multiples, CK Cooper compiled a list of 215 relevant transactions. Of these 215 transactions, 69 were picked for their relevance to PYR Energy based upon company specific criteria. These 69 transactions were narrowed to the final above nine transactions which, in the opinion of CK Cooper, were analogous with PYR Energy and appropriate for comparable analysis.

In reviewing these transactions, we established the following valuations in relation to the inferred price paid per proved BOE.

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COMPARABLE TRANSACTION ANALYSIS
Range Paid per Proved BOE

High	Low	Mean	Median
$21.84	$11.61	$17.13	$18.21

Accordingly, the implied value of PYR Energy based upon this range of inferred price per proved BOE would be as follows;

COMPARABLE TRANSACTION ANALYSIS
Inferred Value For
PYR Energy

High	Low	Mean	Median
$34,609,107	$18,397,972	$27,150,626	$28,863,559

Thus after reviewing these comparable transactions, CK Cooper was able to determine the inferred price paid in each instance per proved BOE. By taking this range of transactions, CK Cooper was able to determine that the high range of value was $21.84 per proved BOE while the low range of value was $11.61 per proved BOE. Furthermore, the analysis provided for a mean value per proved BOE of $17.13 and a median value per proved BOE of $18.21.

Finally, by taking this range of value and applying it against the proved reserves of PYR Energy according to an independently prepared reserve report dated August 31, 2006, CK Cooper was able to determine that based upon comparable transactions the mean value of PYR Energy was $27.1 million while the median value for PYR Energy was $28.9 million.

These values are below the Transaction Enterprise Value of $51.7 million suggesting that the Transaction is fair from a financial point of view.

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Premiums Paid Analysis

CK Cooper compiled corporate transactions closed or pending from 2002 to 2007 where the target was a US publicly traded E&P company. CK Cooper reviewed publicly available information including, but not limited to, SEC filings, databases, and industry reports. for these selected transactions to arrive at premiums paid for the target implied values of PYR Energy to a group of companies, which in CK Cooper’s judgment were relevant to the Company based upon size, geographic mix and/or general market perception. In each specific transaction, CK Cooper determined the premium being paid by the acquirer as a percentage compared to the closing trading price of the common stock of the seller, on the day prior to the announcement, 30 days and 60 days. This analysis was then applied against similar analysis performed for PYR Energy.

			Transaction		% Premium to Announcement
Date	Buyer	Seller	Value		1 Day			30 Day			60 Day
9/30/2002	Anadarko Petroleum	Howell Corporation	$	255,000,000		53.1	%		50.7	%		54.2	%
3/12/2003	EXCO Holdings	EXCO Resources	$	338,700,000		21.0	%		20.0	%		7.0	%
1/26/2005	Cimerex Energy	Magnum Hunter Resources	$	2,211,000,000		26.0	%		30.0	%		39.0	%
7/1/2005	Santos, Ltd.	Tipperary Oil & Gas	$	466,000,000		18.6	%		66.9	%		108.1	%
8/22/2005	CNPC Int:	PetroKazakhstan	$	3,877,300,000		21.0	%		46.0	%		99.0	%
4/21/2006	Petrohawk Energy	KCS Energy	$	1,953,800,000		10.0	%		46.0	%		15.0	%
8/28/2006	Woodside Petroleum	Energy Partners	$	1,261,600,000		25.0	%		24.0	%		8.0	%
9/11/2006	Crescent Point Energy	Mission Oil & Gas	$	627,100,000		7.0	%		3.0	%		27.0	%
9/20/2006	Gasco Energy	Brek Energy	$	29,700,000		61.4	%		86.2	%		27.4	%
1/7/2007	Forest Oil Corp.	The Houston Exploration	$	1,650,000,000		8.0	%		(7.0	)%		(4.0	)%
1/19/2007	Sterling Energy	Whittier Energy	$	181,600,000		26.0	%		16.0	%		39.8	%
Mean						25.2	%		34.7	%		38.2	%
Median						21.0	%		30.0	%		27.4	%
Mean Premium Average												32.7	%
PYR Closing Price*					$	1.12		$	1.06		$	0.93
PYR Closing Price/Samson $1.30 Offer**						16	%		23	%		40	%
Mean Closing Price/Samson $1.30 Offer** Average												26.2	%

*	PYR Closing Stock Price (as of April 10, 2007 and previous)
**	Mean Premiums Used for Comparison

This analysis resulted in a 16% premium over the one day price, a 23% premium over the 30 day price and a 40% premium over the 60 day price.

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Due to the fact that Samson had previously made an unsolicited offer to purchase 100% of the outstanding shares of PYR Energy at $1.23 on January 29, 2007 of which previous to the announced PYR Energy’s closing price was $0.94 and a subsequent tender offer for $1.21 announced on March 20, 2007; the market had already realized a portion of the premium. A Premiums Paid Analysis was conducted factoring the previous closing price of PYR Energy before the $1.23 offer by Samson on January 29, 2007 was announced.

			Transaction		% Premium to Announcement
Date	Buyer	Seller	Value		1 Day			30 Day			60 Day
9/30/2002	Anadarko Petroleum	Howell Corporation	$	255,000,000		53.1	%		50.7	%		54.2	%
3/12/2003	EXCO Holdings	EXCO Resources	$	338,700,000		21.0	%		20.0	%		7.0	%
1/26/2005	Cimerex Energy	Magnum Hunter Resources	$	2,211,000,000		26.0	%		30.0	%		39.0	%
7/1/2005	Santos, Ltd.	Tipperary Oil & Gas	$	466,000,000		18.6	%		66.9	%		108.1	%
8/22/2005	CNPC Int:	Petro Kazakhstan	$	3,877,300,000		21.0	%		46.0	%		99.0	%
4/21/2006	Petrohawk Energy	KCS Energy	$	1,953,800,000		10.0	%		46.0	%		15.0	%
8/28/2006	Woodside Petroleum	Energy Partners	$	1,261,600,000		25.0	%		24.0	%		8.0	%
9/11/2006	Crescent Point Energy	Mission Oil & Gas	$	627,100,000		7.0	%		3.0	%		27.0	%
9/20/2006	Gasco Energy	Brek Energy	$	29,700,000		61.4	%		86.2	%		27.4	%
1/7/2007	Forest Oil Corp.	The Houston Exploration	$	1,650,000,000		8.0	%		(7.0	)%		(4.0	)%
1/19/2007	Sterling Energy	Whittier Energy	$	181,600,000		26.0	%		16.0	%		39.8	%
Mean						25.2	%		34.7	%		38.2	%
Median						21.0	%		30.0	%		27.4	%
Mean Premium Average												32.7	%
PYR Closing Price*					$	0.94		$	0.98		$	1.03
PYR Closing Price/Samson $1.30 Offer**						38	%		33	%		26	%
Mean Closing Price/Samson $1.30 Offer** Average												32.4	%

*	PYR Closing Stock Price (as of January 26, 2007 and previous)
**	Mean Premiums Used for Comparison

This analysis resulted in a 38% premium over the one day price, a 33% premium over the 30 day price and a 26% premium over the 60 day price. These premiums compared favorably to the mean 25.2% premium to the one day price, 34.7% premium to the 30 day price and a 38.2% mean premium to the 60 day price.

Based upon this analysis, the offer of $1.30 per share by Samson is inline with market premiums paid and is fair from a financial point of view.

Discounted Cash Flow Analysis

A discounted cash flow (“DCF”) analysis estimates value based upon a company’s projected future free cash flow discounted at a rate reflecting risks inherent in its business and capital structure. Unlevered free cash flow represents the amount of cash generated and available for principal, interest and dividend payments after providing for ongoing business operations.

Utilizing the independent engineering report year end reserve report dated August 31, 2006, CK Cooper determined the net present value of the unlevered free cash flows for the years ended 2006-2020 to determine the terminal value for PYR Energy.

To arrive at a present value of PYR Energy, CK Cooper used discount rates of 10.0%, 12% and 15.0%. This was based on estimated capital requirements as outlined in the engineering report equal to $4.2 million.

CK Cooper determined that this DCF analysis should be conducted in four distinct pricing scenarios, thereby providing a price sensitivity analysis. These scenarios maintain all variables constant with the exception of commodity price assumptions.

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The first case utilized the current futures prices as reported by the New York Mercantile Exchange (“NYMEX”) as of April 20, 2007. This resulted in the following prices for oil and natural gas;

	NYMEX Pricing
	2006		2007		2008		2009		2010		2011		2012		2013		2014		2015		2016		2017		2018		2019		2020
Oil	$	60.86	$	69.04	$	70.06	$	69.24	$	68.09	$	67.37	$	66.97	$	66.97	$	66.97	$	66.97	$	66.97	$	66.97	$	66.97	$	66.97	$	66.97
Plant Products	$	39.56	$	44.88	$	45.54	$	45.01	$	44.26	$	43.79	$	43.53	$	43.53	$	43.53	$	43.53	$	43.53	$	43.53	$	43.53	$	43.53	$	43.53
Gas	$	6.30	$	9.47	$	9.33	$	8.93	$	8.59	$	8.30	$	8.07	$	8.07	$	8.07	$	8.07	$	8.07	$	8.07	$	8.07	$	8.07	$	8.07

The plant products price used was equated by a factor of 65% to the price of oil as advised by the independent engineer.

This resulted in a DCF valuation for PYR Energy of $48.9 million using a 5% discount rate; $42.4 million using a 10% discount rate; $40.3 million using a 12% discount rate; and $30.0 million using a 15% discount rate.

The second case utilized the current CK Cooper’s commodity price decks of $55.00 per Bbl of oil, $7.00 per Mcf of natural gas. The Plant Products price used was equated by a factor of 65% to the price of oil as advised by Ryder Scott;

	C. K. Cooper & Company Price Deck
	2006		2007		2008		2009		2010		2011		2012		2013		2014		2015		2016		2017		2018		2019		2020
Oil	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00	$	55.00
Plant Products	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75	$	35.75
Gas	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00	$	7.00

This resulted in a DCF valuation for PYR Energy of $36.4 million using a 5% discount rate; $31.6 million using a 10% discount rate; $30.0 million using a 12% discount rate; and $22.4 million using a 15% discount rate.

The third case utilized the NYMEX future prices as of February 14, 2007 and was calculated by Ryder Scott to included the specific price differentials expected to realize;

	NYMEX with Independent Reserve Engineer Differentials
	2006		2007		2008		2009		2010		2011		2012		2013		2014		2015		2016		2017		2018		2019		2020
Oil	$	57.70	$	62.18	$	63.20	$	63.06	$	62.64	$	62.35	$	62.15	$	62.12	$	62.10	$	62.09	$	62.06	$	62.27	$	63.00	$	63.00	$	62.53
Plant Products	$	37.73	$	42.12	$	42.73	$	42.47	$	42.11	$	41.78	$	41.60	$	41.30	$	41.34	$	40.80	$	40.48	$	40.26	$	37.91	$	37.75	$	37.69
Gas	$	7.09	$	8.92	$	8.48	$	7.94	$	7.75	$	6.88	$	6.41	$	6.32	$	6.30	$	6.26	$	6.26	$	6.27	$	6.23	$	6.23	$	6.22

This pricing scenario resulted in a DCF valuation for PYR Energy of $43.2 million using a 5% discount rate; $37.7 million using a 10% discount rate; $36.0 million using a 12% discount rate; and $27.1 million using a 15% discount rate.

The fourth case utilized the CK Cooper’s commodity price decks of $55.00 per Bbl of oil, $6.00 per Mcf of natural gas but calculated by Ryder Scott to include price differentials expected to realize as of February 14, 2007;

	C. K. Cooper & Company Price Deck with Reverse Engineer Differentials
	2006		2007		2008		2009		2010		2011		2012		2013		2014		2015		2016		2017		2018		2019		2020
Oil	$	53.64	$	53.55	$	53.54	$	53.63	$	53.61	$	53.66	$	53.62	$	53.59	$	53.62	$	53.91	$	54.02	$	54.53	$	54.40	$	54.32	$	54.23
Plant Products	$	35.03	$	36.37	$	36.29	$	36.19	$	36.09	$	36.00	$	35.81	$	35.61	$	35.66	$	34.77	$	34.23	$	32.09	$	32.33	$	32.35	$	32.37
Gas	$	5.73	$	5.81	$	5.65	$	5.52	$	5.33	$	4.95	$	4.56	$	4.48	$	4.45	$	4.42	$	4.42	$	4.38	$	4.39	$	4.39	$	4.38

This resulted in a DCF valuation for PRY of $29.1 million using a 5% discount rate; $25 million using a 10% discount rate; $24.3 million using a 12% discount rate; and $18.4 million using a 15% discount rate.

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By conducting these four distinct Discounted Cash Flow analyses, the following summary was derived:

DISCOUNTED CASH FLOW

ANALYSIS

PYR Energy

	Discount Rate
Present Value	5.0%		10.0%		12.0%		15.0%
	(In millions)
Independent Reserve Report*	$	38,372,416	$	31,904,957	$	29,996,422	$	7,592,992
Discounted Cash Flow NYMEX	$	48,946,734	$	42,420,765	$	40,314,025	$	29,994,442
Discounted Cash Flow CKCC Price Deck	$	36,414,962	$	31,567,688	$	30,006,611	$	22,397,142
Discounted Cash Flow NYMEX with Independent Engineer Differentials*	$	43,213,235	$	37,734,120	$	35,954,377	$	27,139,863
Discounted Cash Flow CKCC Price Deck with Independent Engineer Differentials*	$	29,087,521	$	25,444,436	$	24,260,792	$	18,398,659
Mean	$	38,372,416	$	31,904,957	$	30,006,611	$	27,139,863
Median	$	39,206,974	$	30,602,135	$	32,106,445	$	25,104,620

* Calculated by Independent Reserve
Engineer February 14, 2007

Based upon this analysis, CK Cooper determined that the range of value for PYR Energy based upon Discounted Cash Flow analysis using a 10% discounted cash flow ranged from $25.4 million to $42.4 million

For purposes of its opinion, CK Cooper relied upon and assumed the accuracy and completeness of the financial statements and other information provided by PYR Energy or otherwise made available to CK Cooper and did not assume responsibility to independently verify such information. CK Cooper further relied upon the assurances of PYR Energy’s management that the information provided has been prepared on a reasonable basis in accordance with industry practice, and, with respect to financial planning data, reflects the best currently available estimates and judgment of PYR Energy’s management, and management was not aware of any information or facts that would make the information provided to CK Cooper incomplete or misleading. CK Cooper expressed no opinion regarding such financial planning data or the assumptions on which it is based.

For the purposes of its opinion, CK Cooper assumed that PYR Energy was not party to any material pending transaction, including any external financing, recapitalization, acquisition or merger, other than the transaction. CK Cooper also assumed the transaction will be consummated pursuant to the terms of the merger agreement without amendments thereto and without waiver by any party of any conditions or obligations thereunder. In arriving at its opinion, CK Cooper assumed that all the necessary regulatory approvals and consents required for the transaction will be obtained in a manner that will not adversely affect PYR Energy or alter the terms of the transaction.

In arriving at its opinion, CK Cooper did not perform any appraisals or valuations of any specific assets or liabilities of PYR Energy, and was not furnished with any such appraisals or valuations. CK Cooper expressed no opinion regarding the liquidation value of PYR Energy or any other entity. Without limiting the generality of the foregoing, CK Cooper undertook no independent analysis of any pending or threatened litigation, possible unasserted claims or other contingent liabilities, to which PYR Energy, or any of its affiliates was a party or may be subject and, at PYR Energy’s direction and with its consent, CK Cooper’s opinion makes no assumption concerning, and therefore does not consider, the possible assertions of claims, outcomes or damages arising out of any such matters.

CK Cooper’s opinion is necessarily based upon the information available to CK Cooper and facts and circumstances as they existed and were subject to evaluation on the date of the opinion. Events occurring after that date could materially affect the assumptions used in preparing the opinion.

CK Cooper was retained to render its opinion on the basis of its experience with mergers and acquisitions in the energy industry in general, and on the basis of its experience with companies in the exploration and production

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sector of the energy industry. CK Cooper is a nationally recognized investment banking firm regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, corporate restructurings, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of its business, CK Cooper and its affiliates may actively trade in the equity securities of PYR Energy for their own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

Pursuant to the terms of the engagement of CK Cooper, PYR Energy has agreed to pay CK Cooper a fee of $125,000 upon the delivery of its opinion. No portion of the fee is based upon whether CK Cooper delivered a favorable opinion with respect to the proposed transaction. PYR Energy also agreed to reimburse CK Cooper to indemnify CK Cooper and related parties against certain liabilities, including liabilities under the federal securities laws, arising out of their engagement. In addition, CKCC will receive a fee for serving as financial advisor at the closing of this transaction in an amount equal to 1% of the transaction enterprise value. Of this amount, $50,000 was paid upon engagement.

Item 7.   Purposes of the Transaction and Plans or Proposals

The information disclosed above under Items 2, 3 and 4 is hereby incorporated by reference into this Item 7.

Item 8.   Additional Information

Item 8 is hereby amended and supplemented by the addition of the following information:

Information Statement

The Information Statement attached as Annex A hereto is being furnished in connection with the possible designation by Samson, pursuant to the Merger Agreement, of certain persons to be appointed to the PYR Energy Board of Directors other than at a meeting of the Company’s stockholders and is incorporated herein by reference.

Top-Up Option

Pursuant to the terms of the Merger Agreement, the Company granted to Samson an option (the “Top-Up Option”), exercisable subject to and upon the terms and conditions set forth in the Merger Agreement, to purchase directly from the Company, at a price per share equal to $1.30, or any higher price paid in the Revised Offer (the “Offer Price”), that number of shares of Common Stock (the “Top-Up Option Company Shares”) equal to the lesser of: (x) the lowest number of shares of PYR Energy common stock that, when added to the number of shares of PYR Energy common stock owned by Samson, Acquisition Corp. and their respective subsidiaries and affiliates at the time of such exercise, constitutes one share more than 90% of the PYR Energy common stock then outstanding (after giving effect to the issuance of the Top-Up Option Company Shares) and (y) an aggregate number of shares of PYR Energy common stock that is equal to 19.9% of the PYR Energy common stock issued and outstanding as of the date of the Merger Agreement.

Vote Required to Approve the Merger

The PYR Energy Board of Directors has approved the Offer, the Top-Up Option, the Merger and the Merger Agreement in accordance with the Maryland General Corporation Law (“MGCL”). Under Section 3-106 of the MGCL, if Acquisition Corp. acquires, pursuant to the Offer, the Top-Up Option or otherwise, at least 90% of the outstanding shares of PYR Energy common stock, Acquisition Corp. will be able to effect the Merger after consummation of the Offer without a vote by the Company’s stockholders (a “Short-Form Merger”). If Acquisition Corp. acquires, pursuant to the Offer or otherwise, less than 90% of the outstanding shares of PYR Energy common stock, the affirmative vote of the holders of two-thirds of the outstanding shares of PYR Energy common stock will be required under the MGCL to effect the Merger.

Appraisal Rights

The Company’s stockholders do not have appraisal rights in connection with the Revised Offer. If the Merger is completed as a Short-Form Merger under Section 3-106 of the MGCL, appraisal rights will not available, at the time the notice is given under Section 3-106(d) of the MGCL, the shares of PYR Energy common stock are listed on a national securities exchange. Appraisal rights will be available, if a Short-Form Merger is not available, only if the PYR Energy common stock is not listed on the American Stock Exchange on the record date for determining

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stockholders entitled to vote on the Merger or another exemption from appraisal rights under the MGCL is not available. In such case, stockholders who have not tendered their shares in the Revised Offer will have the right under the MGCL to dissent from the Merger and demand appraisal of, and to receive payment in cash of the fair value of, their shares of PYR Energy common stock. Stockholders who perfect such rights by complying strictly with the procedures set forth in Section 3-203 of the MGCL may petition a court of equity in the county where the principal offices of the resident agent of the Surviving Corporation are located to determine the “fair value” of their shares of PYR Energy common stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and will be entitled to receive a cash payment equal to the fair value as so determined by the court. Stockholders should recognize that the value so determined could be higher or lower than the Offer Price. Any holder of shares of PYR Energy common stock who demands appraisal under Section 3-203 of the MGCL but fails to comply with such section will be bound by the terms of the Merger.

APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS COMPLETED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO.

STOCKHOLDERS WHO SELL PYR ENERGY COMMON STOCK IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID IN THE OFFER THEREFOR.

Item 9.   Exhibits

Exhibit No.		Document
	(a)(1)	Press release issued by PYR Energy on April 11, 2007(1)
	(a)(2)	Joint Press Release, dated April 23, 2007, announcing the entry into a definitive merger agreement (incorporated by reference to Exhibit 99.1 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(a)(3)	Letter from PYR Energy Corporation to stockholders dated May 2, 2007
	(a)(4)	Opinion of C.K. Cooper & Company dated April 23, 2007
	(e)(1)	Excerpts from PYR Energy’s Proxy Statement on Schedule 14A filed May 16, 2006 relating to the PYR Energy 2006 Annual Meeting of Shareholders(1)
	(e)(2)	Rights Agreement, dated January 31, 2007 between PYR Energy Corporation and U.S. Stock Transfer Corporation, as Rights Agent (incorporated by reference to Exhibit 1 to PYR Energy’s Registration Statement on Form 8-A filed on February 2, 2007
	(e)(3)	Agreement and Plan of Merger, dated April 23, 2007, by and among PYR Energy Corporation, Samson Investment Company and Samson Acquisition Corp. (incorporated by reference to Exhibit 10.1 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(4)	Amendment to Rights Agreement, dated April 23, 2007 between PYR Energy Corporation and U.S. Stock Transfer Corporation, as Rights Agent (incorporated by reference to Exhibit 4.1 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(5)	Note Redemption Agreement, dated April 23, 2007, by and among PYR Energy Corporation, Samson Investment Company and the holders of the convertible notes named therein (incorporated by reference to Exhibit 10.2 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(6)	Form of Change of Control Severance Agreement, dated April 20, 2007 (incorporated by reference to Exhibit 10.3 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(7)	Form of Amendment No. 1 to Change of Control Severance Agreement, dated April 23, 2007 (incorporated by reference to Exhibit 10.4 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(8)	Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder

(1) Previously filed as an exhibit to PYR Energy’s Schedule 14D-9 filed with the SEC on April 11, 2007

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PYR ENERGY CORPORATION

/s/  Kenneth R. Berry Jr.

Kenneth R. Berry Jr.

Chief Executive Officer

Date: April 30, 2007

Annex A	Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 promulgated thereunder
Annex B	Opinion of C.K. Cooper & Company to the Board of Directors of PYR Energy Corporation, dated April 23, 2007

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EXHIBIT INDEX

Exhibit No.		Description
	(a)(1)	Press release issued by PYR Energy on April 11, 2007(1)
	(a)(2)	Joint Press Release, dated April 23, 2007, announcing the entry into a definitive merger agreement (incorporated by reference to Exhibit 99.1 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(a)(3)	Letter from PYR Energy Corporation to stockholders dated May 2, 2007
	(a)(4)	Opinion of C.K. Cooper & Company dated April 23, 2007
	(e)(1)	Excerpts from PYR Energy’s Proxy Statement on Schedule 14A filed May 16, 2006 relating to the PYR Energy 2006 Annual Meeting of Shareholders(1)
	(e)(2)	Rights Agreement, dated January 31, 2007 between PYR Energy Corporation and U.S. Stock Transfer Corporation, as Rights Agent (incorporated by reference to Exhibit 1 to PYR Energy’s Registration Statement on Form 8-A filed on February 2, 2007
	(e)(3)	Agreement and Plan of Merger, dated April 23, 2007, by and among PYR Energy Corporation, Samson Investment Company and Samson Acquisition Corp. (incorporated by reference to Exhibit 10.1 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(4)	Amendment to Rights Agreement, dated April 23, 2007 between PYR Energy Corporation and U.S. Stock Transfer Corporation, as Rights Agent (incorporated by reference to Exhibit 4.1 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(5)	Note Redemption Agreement, dated April 23, 2007, by and among PYR Energy Corporation, Samson Investment Company and the holders of the convertible notes named therein (incorporated by reference to Exhibit 10.2 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(6)	Form of Change of Control Severance Agreement, dated April 20, 2007 (incorporated by reference to Exhibit 10.3 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(7)	Form of Amendment No. 1 to Change of Control Severance Agreement, dated April 23, 2007 (incorporated by reference to Exhibit 10.4 to PYR Energy’s Current Report on Form 8-K filed on April 24, 2007)
	(e)(8)	Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder

(1) Previously filed as an exhibit to PYR Energy’s Schedule 14D-9 filed with the SEC on April 11, 2007

EX-99.(A)(3)

Exhibit (a)(3)

May 2, 2007

Dear PYR Energy stockholder:

I am pleased to inform you that PYR Energy Corporation and Samson Acquisition Corp., a wholly owned subsidiary of Samson Investment Company, have agreed to merge in a transaction valued at $49.4 million, plus the assumption of PYR Energy’s debt. The Board of Directors of PYR Energy has approved a definitive merger agreement dated as of April 23, 2007.

Pursuant to the merger agreement, Samson has amended its cash tender offer as set forth in the enclosed supplement to the offer to purchase, and will now pay $1.30 in cash for all PYR Energy shares validly tendered, including all shares already tendered to Samson’s Depositary.

Stockholders are encouraged to act promptly, as the offer will expire at Midnight, New York City time, on Thursday, May 24, 2007, unless extended. Completion of the tender offer and the merger is subject to at least two thirds of the fully diluted outstanding shares of PYR Energy being validly tendered into the offer and to a limited number of other customary conditions.

We urge you to read the enclosed materials carefully. If you have any questions regarding the offer or the merger or how to tender your shares, please contact Innisfree M&A Incorporated, toll free at 888-750-5833.

Kenneth R. Berry, Jr.
Chief Executive Officer

1675 Broadway, Suite 2450, Denver, Colorado 80202, Phone: (303)-825-3748, Fax: (303)-825-3768

EX-99.(A)(4)

Exhibit (a)(4)

April 23, 2007

PYR ENERGY CORPORATION

1675 Broadway

Suite 2450

Denver, CO 80202

Members of the Board of Directors:

You have requested our opinion as to the fairness, from a financial point of view, to the holders, as a group, collectively, referred to herein as “Stockholders”, of common stock, par value $0.0001 per share (“Common Stock”), of PYR Energy Corporation, a Maryland corporation (“PYR”), of the aggregate consideration to be paid by Samson Acquisition Corporation (the “Buyer”), a wholly-owned subsidiary of Samson Investment Company as set forth in the Merger Agreement, dated April 23, 2007 (the “Merger Agreement”) and the tender offer (the “Offer”) contemplated therein. Pursuant to the Merger Agreement, Acquisition Sub has agreed to effect a tender offer to purchase all of the outstanding Common Stock for $1.30 per share and, upon completion of the Offer, if certain minimum conditions are met, effect a merger of PYR with and into Samson Acquisition Corporation (the “Merger” and together with the Offer, the “Acquisition”).

In connection with our review of the Acquisition, and in arriving at our opinion described below, we have reviewed business and financial information relating to PYR, including, among other things:

•  certain financial and stock market information for selected publicly traded companies that we deemed to be relevant;

•  the financial terms, to the extent publicly available, of selected precedent transactions involving companies in PYR’s industry that we deemed to be relevant;

•  performed such other studies and analyses, and conducted such discussions, as we considered appropriate;

•  the draft Merger Agreement dated April 20, 2007;

•  Tender Offer Statement SC TO-T (original dated March 28, 2007 and subsequent amendments on April 5, 2007 and April 11, 2007);

•  certain publicly available business and financial information relating to PYR that we deemed relevant;

•  audited financial statements for PYR for the fiscal year ended August 31, 2005 and 2006;

•  such other information and analyses we deemed appropriate;

18300 Von Karman Ave., Suite 700 n Irvine, California 92612

TEL: 949 477-9300 n FAX: 949 477-9211 n TOLL-FREE: 888 477-9301 n administration@ckcooper.com

PYR ENERGY CORPORATION

Page 2 of 3

•  reviewed and analyzed certain publicly available financial information for companies whose operations we considered relevant in evaluating PYR;

•  compared the financial terms of the Offer with the financial terms of certain other transactions that we deemed relevant;

•  certain publicly available financial information for companies whose operations C. K. Cooper considered relevant in evaluating PYR; and

•  the financial terms of the acquisition with the financial terms of certain other transactions that C. K. Cooper deemed relevant.

In addition, we held several conversations with senior management and the Board of Directors of PYR, including, in particular, regarding course of discussions of the Acquisition. Conversations also discussed recent developments in the business operations of PYR, including a review of reserve estimates prepared by the management, comparable transactions, etc.

In each case, it has been represented to C. K. Cooper & Company by management of PYR that these documents and agreements are in the form and substance that will be used for the Acquisition. Furthermore, it has been confirmed that any modifications to these agreements that may materially alter the conditions utilized in determining our opinion would be shared with C. K. Cooper & Company.

In connection with our review, we have not independently verified any of the foregoing information, and we have relied upon such information being complete and accurate in all material respects. We have assumed, with your consent, that the financial forecasts provided to us and discussed with us have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the senior management, the Board of Directors, and key personnel of PYR. In addition, we have not conducted a physical inspection or made an independent evaluation or appraisal of assets of PYR, nor have we been furnished with any such evaluation or appraisal. Our opinion relates to the assets of PYR as a going concern and, accordingly, we express no opinion based on its liquidation value. In rendering our opinion, we have assumed that in the course of obtaining any necessary regulatory and governmental approvals for the proposed Acquisition, no restriction will be imposed that will have a material adverse effect on the contemplated benefits of the proposed Acquisition. Our opinion is based on circumstances as they exist and can be evaluated on, and the information made available to us at, the date hereof and is without regard to any market, economic, financial, legal or other circumstances or event of any kind of nature that may exist or occur after such date. We have not undertaken to reaffirm or revise this opinion or otherwise comment upon any events occurring after the date hereof and do not have any obligation to update, revise or reaffirm this opinion.

We and our affiliates may in the future provide, certain investment banking and financial services to PYR for which we would expect to receive, compensation.

C. K. Cooper & Company as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, corporate restructurings, negotiated underwriting, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. We will receive a fee for our services in connection with rendering our opinion. In the ordinary course of our business, we may actively trade the securities of PYR for our own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

It is understood that this letter is for the information of the Board of Directors of PYR in connection with their consideration of the Acquisition and is not to be quoted or referred to, in whole or in part, in any registration statement, prospectus or proxy statement, or in any other document used in connection with the offering or sale of securities, nor shall this letter be used for any other purpose, without C. K. Cooper & Company’s prior written consent, which consent will not be unreasonably withheld or delayed.

PYR ENERGY CORPORATION

Page 3 of 3

Our opinion does not address the merits of the underlying decision by PYR to engage in the Acquisition or the relative merits of the Acquisition compared to any alternative business strategy or transaction in which PYR might engage. This opinion is not intended to be and does not constitute a recommendation to any Stockholder regarding whether such Stockholder should tender his or her shares in the Offer or, if requested, vote on the approval and adoption of the Merger or any matter related thereto.

Based upon our experience as an investment banker and subject to the foregoing, including the various assumptions and limitations set forth herein, it is our opinion that as of the date hereof the Consideration to be paid by the Buyer in the Acquisition is fair, from a financial point of view, to the Stockholders.

Very truly yours,

C. K. COOPER & COMPANY, INC.

EX-99.(E)(8)

EXHIBIT (e)(8)

PYR ENERGY CORPORATION

1675 Broadway, Suite 2450
Denver, Colorado 80202
(303) 825-3748

INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

This Information Statement is being mailed on or about May 2, 2007, with Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the “Schedule 14D-9”) of PYR Energy Corporation, a Maryland corporation (referred to as the “Company” or “PYR Energy” or “we” or “us”). You are receiving this Information Statement in connection with the possible election of persons designated by the Samson Investment Company (“Samson”) to a majority of the seats on the Board of Directors of the Company (the “Board”). You are urged to read this Information Statement carefully. You are not, however, required to take any action. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Schedule 14D-9.

Samson Acquisition Corp., a wholly owned subsidiary of Samson (“Acquisition Corp.”) is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), together with the associated preferred stock purchase rights, at a purchase price of $1.30 per share (the “Revised Offer”). The Revised Offer is scheduled to expire at 12:00 midnight, New York City time on May 24, 2007. The Revised Offer is made upon the terms and subject to the conditions set forth in the Samson and Acquisition Corp. Supplement to the Offer to Purchase, dated April 30, 2007, in the related Revised Letter of Transmittal, and in any supplements or amendments thereto (the “Offer Documents”). The Offer Documents have been filed by Samson and Acquisition Corp. under Schedule TO with the Securities and Exchange Commission, and are being sent to the Company’s stockholders together with the Schedule 14D-9 and this Information Statement. Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2007, among Samson, Acquisition Corp. and the Company (the “Merger Agreement”), at the expiration of the Revised Offer, upon the terms and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, it is contemplated that Acquisition Corp. will purchase all of the Company Common Stock validly tendered pursuant to the Revised Offer and not withdrawn. The consummation of the Revised Offer pursuant to the terms of the Merger Agreement would result in a change of control of the Company. Following the consummation of the Revised Offer and subject to the other conditions contained in the Merger Agreement, including, if required by Maryland law, obtaining the necessary vote of the Company’s stockholders in favor of the Merger, Acquisition Corp. will be merged with and into the Company (the “Merger”) and each outstanding share of Company Common Stock not tendered pursuant to the Revised Offer (other than shares held by the Company, Samson, or its subsidiaries or stockholders who properly perfect appraisal rights under Maryland law, if applicable) will be converted into the right to receive $1.30 in cash, or any higher price paid in the Revised Offer, without interest. Following the consummation of the Merger, the Company will continue as the surviving corporation.

The information contained in this Information Statement concerning Samson, Acquisition Corp. and the Samson Designees (as defined below) has been furnished to the Company by Samson and Acquisition Corp., and the Company assumes no responsibility for the accuracy or completeness of such information.

BOARD OF DIRECTORS

General

The Company Common Stock is the only class of voting stock of the Company outstanding, and the holders are entitled to one vote for each share of Company Common Stock held in his or her name. The Board currently consists of three members, and there are currently no vacancies.

A-1

Right to Designate Directors

The Merger Agreement provides that, effective upon the acceptance for payment of any shares of Company Common Stock by Acquisition Corp. pursuant to the Revised Offer, and for so long as Samson and its subsidiaries directly or indirectly own in the aggregate more than two-thirds of the outstanding shares of Company Common Stock, Samson shall be entitled to designate, subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the number of directors, rounded up to the next whole number, on the Board (the “Samson Designees”) that equals the product of (a) the total number of directors on the Board (after giving effect to directors elected pursuant to this sentence) and by (b) the percentage that (i) the number of shares of Company Common Stock beneficially owned by Samson or Acquisition Corp. (including shares of Company Common Stock accepted for payment pursuant to the Revised Offer) bears to (ii) the total number of such shares outstanding. The Company shall take all action necessary to cause the Samson Designees to be elected or appointed to the Board, including increasing the number of directors and seeking and accepting resignations of its current directors. In addition, at such time as the Samson Designees constitute a majority of the Board (the “Control Date”), the Company shall also use its best efforts to cause individuals designated by Samson to constitute the number of directors, rounded up to the next whole number, on (i) each committee of the Board, subject to compliance with applicable securities laws and the rules of the American Stock Exchange (the “AMEX”) and (ii) each board of directors of each subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board.

Following the election or appointment of the Samson Designees and until the consummation of the Merger, the approval of a majority of the directors of the Company then in office who were not Samson Designees will be required to authorize (and such authorization shall constitute the authorization of the Board and no other action on the part of the Company, including any action by any other director of the Company, will be required to authorize) any termination of the Merger Agreement by the Company, any amendment of the Merger Agreement, any extension of time for performance of any obligation or action under the Merger Agreement by Samson or Acquisition Corp., any waiver of compliance with any of the agreements or conditions contained in the Merger Agreement for the benefit of the Company and any amendment of the articles of incorporation or bylaws of the Company in a manner that adversely affects the holders of Company Common Stock.

The Samson Designees

Samson will choose its designees for the Board from the list of persons set forth below. In the event that additional Samson Designees are permitted in accordance with the terms of the Merger Agreement, such additional designees will be selected by Samson from and among the directors and executive officers of Samson and its subsidiaries. The following table sets forth, with respect to each individual who may be designated by Samson as a Samson Designee, the name, age of the individual as of April 24, 2007, present principal occupation and employment history during the past five years. Each such individual (unless otherwise specified) is a U.S. citizen and has consented to act as a director of the Company if so appointed or elected. Unless otherwise indicated below, each individual has held his position for the past five years and the business address of each individual is Two West Second Street, Tulsa, Oklahoma 74103.

None of the individuals listed below has, during the past five years, (i) been a party to federal bankruptcy law or state insolvency law proceedings, whereby a petition was filed by or against such designee or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such designee, (i) been convicted in a criminal proceeding (excluding traffic misdemeanors) or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. None of the Samson Designees is a director of, or holds any position with the Company. Samson beneficially owns 3,689,200 shares of the Company Common Stock. In addition, to Samson’s knowledge, none of the Samson Designees beneficially owns any equity securities (or rights to acquire any equity securities) of the Company or has been involved in any transactions with the Company or any of its directors, executive officers or affiliates that are required to be disclosed pursuant to the rules of the Securities and Exchange Commission, (the

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“SEC”). To Samson’s knowledge, none of its designees has any family relationship with any director, executive officer or key employee of the Company.

			Present Principal Occupation or Employment;
Name	Age		Material Positions Held During the Past Five Years
C. Philip Tholen		58	Mr. Tholen joined Samson and its affiliates in 1977. He has served as a Vice President and Director of Samson since 1982. In 1990 he was elected to his current position as Executive Vice President and Director of Samson.
Jack A. Canon		57	Mr. Canon joined Samson in 1983 as Senior Attorney. He was promoted to his current position of Senior Vice President-General Counsel of Samson in January 1986.
Dudley Viles		49	Mr. Viles was elected a Vice President of Samson Resources Company, a subsidiary of Samson, in 1992. He was promoted to Executive Vice President of Samson Resources Company in March 2006.
Mike Daniel		45	Mr. Daniel joined Samson in November 1991. In December 1998 he was promoted to his current position with Samson as Assistant General Counsel-Operations.

Current Board of Directors

To the extent the Board will consist of persons who are not Samson Designees, the Board is expected to continue to consist of those persons who are currently directors of the Company who do not resign.

The following table sets forth, with respect to each director, the director’s age, his positions and offices with the Company, the expiration of his term as a director and the year in which he first became a director. Individual background information concerning each of the directors follows the table.

				Expiration of Term
Name	Age		Position with the Company	as Director	Director Since
David B. Kilpatrick		57	Chairman of the Board	2007 Annual Meeting		2002
Bryce W. Rhodes		53	Director	2007 Annual Meeting		1999
Dennis M. Swenson		72	Director	2007 Annual Meeting		2004

David B. Kilpatrick has been a Director of the Company since June 2002 and was appointed as Chairman of the Board in November 2005. He also serves on the Audit Committee and the Compensation Committee. Mr. Kilpatrick is currently President of Kilpatrick Energy Group, which provides strategic management consulting services to the oil and gas industry. He currently serves as a Director of the publicly traded Cheniere Energy. Prior to the 1998 merger with Texaco, he was President and Chief Operating Officer of Monterey Resources, Inc., the largest independent oil and gas producer in California. Mr. Kilpatrick has served as President of the California Independent Petroleum Association and is a member of its board of directors and also serves as a Director of the Independent Oil Producers Agency. He earned a Bachelor of Science degree in Petroleum Engineering from the University of Southern California and a Bachelor’s Degree in Geology and Physics from Whittier College.

Bryce W. Rhodes has been a Director of the Company since April 1999, when he was nominated and elected to the Board in connection with the sale by the Company of convertible promissory notes issued in a private placement transaction in October and November 1998. Mr. Rhodes is a member of the Audit Committee and Chairman of the Compensation Committee. Mr. Rhodes served as President and CEO of Whittier Energy Company (“WEC”), an oil and gas investment company, from 1996 until its sale in March 2007. In September 2003, WEC merged with Olympic Resources, Inc. and Mr. Rhodes was appointed as President and Chief Executive Officer. Mr. Rhodes served as Investment Manager of WEC from 1990 until 1996. Mr. Rhodes received B.A. degrees in Geology and Biology from the University of California, Santa Cruz, in 1976 and an MBA degree from Stanford University in 1979.

Dennis M. Swenson joined as a Director in October 2004, and serves as the Audit Committee Chairman and as a member of the Compensation Committee. From 1992 through 1995, Mr. Swenson was an independent consultant.

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Mr. Swenson was Executive Vice President, Chief Financial Officer, Secretary and Treasurer, of StarTek, Inc., a NYSE traded company with headquarters in Denver, Colorado from 1996 through retirement in 2001. Mr. Swenson was employed at Ernst & Young in Denver from 1960 to 1973, and was a partner at Ernst & Young from 1973 to 1991. He has a Bachelor’s Degree in Accounting from Brigham Young University and an MBA Degree from the University of Denver.

Executive Officers

Kenneth R. Berry, Jr., 54, has served as the Company’s Chief Executive Officer since July 25, 2006. Previously, he served as Vice President of Land since August 1999. From October 1997 to August 1999, Mr. Berry served as the Company’s land manager. In addition to his duties as Chief Executive Officer, Mr. Berry is responsible for the management of all land issues including leasing and permitting. Prior to joining the Company, Mr. Berry served as the managing land consultant for Swift Energy Company in the Rocky Mountain region. Mr. Berry began his career in the land department with Tenneco Oil Company after earning a B.A. degree in Petroleum Land Management at the University of Texas — Austin.

Jane M. Richards, 59, has served as Chief Financial Officer since July 2006 and as Controller and Chief Accounting Officer since April 2005. Ms. Richards’ responsibilities include managing the financial reporting for the Company, internal controls and cash management. Ms. Richards has managed financial and accounting reporting in the oil and gas exploration industry for over 20 years. Prior to joining PYR Energy, Ms. Richards served in various financial management positions for Tipperary Corporation, Williams Companies and Barrett Resources Corporation. Ms. Richards received a B.A. degree in Accounting from the Daniels College of Business at the University of Denver.

Tucker L. Franciscus, 38, Vice President of Strategic Development joined PYR Energy in September 2004. Prior to joining the Company, Mr. Franciscus was with Stifel Nicolaus & Company, where he oversaw their Investment Banking Energy Group practice between 2001 and 2004. Mr. Franciscus was responsible for mergers and acquisitions, equity and debt offerings, and private placements for all of Stifel’s energy clients. Prior to working at Stifel, Mr. Franciscus was the senior associate and manager for the Global Energy Group at J.P. Morgan in New York and an associate in the Deutsche Banc BT Wolfensohn Mergers & Acquisitions Group. Mr. Franciscus has executed equity, debt, mergers and acquisitions and other financing transactions in various industries including defense, energy, media and telecom. For five years preceding his banking experience, Mr. Franciscus worked in various marketing and finance positions in the oil and gas sector, including Snyder Oil and KN Energy (Interenergy). Additionally, he was a commissioned Infantry Officer in the U.S. Army and continues to serve in the reserves. During the 2006 fiscal year, he was recalled to active duty for three months. Mr. Franciscus has an MBA from the Daniels College of Business at the University of Denver and a Bachelor of Arts from Ohio Wesleyan University.

Each of our officers serves at the pleasure of the Board of Directors. There are no family relationships among our officers and directors.

Director Independence

David B. Kilpatrick, Bryce W. Rhodes and Dennis M. Swenson are independent directors, as defined in the corporate governance listing requirements applicable to companies whose securities are listed on the AMEX (the “AMEX listing standards”).

Board of Directors and Committees

The Board of Directors met 17 times during the fiscal year ended August 31, 2006 and each director participated in all of the meetings of the Board and of all committees on which that director served during the year. We encourage all incumbent directors, as well as all nominees for election as directors, to attend the annual meeting of stockholders. Our 2006 Annual Meeting of Stockholders held on June 22, 2006 was attended by all four of the incumbent Directors who were directors as of that date.

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The standing committees of the Board include the Audit Committee and the Compensation Committee. The Audit Committee and the Compensation Committee each consists entirely of non-employee directors. The Board has not appointed a nominating committee.

The Audit Committee met six times during the fiscal year ended August 31, 2006. The Audit Committee oversees for the effectiveness of the Company’s accounting policies and practices, financial reporting and internal controls. The Audit Committee charter was adopted by the Board of Directors in June 2000 and was amended by the Board in April 2001 and April 2004. A copy of the Audit Committee charter was attached as Exhibit A to our definitive proxy statement regarding the Annual Meeting of our stockholders held on June 18, 2001 and can be found on the SEC’s website at www.sec.gov and on the company’s website at www.pyrenergy.com. The functions of the Audit Committee and its activities during the fiscal year ended August 31, 2006 are described below under the heading “Audit Committee Report”. The Audit Committee currently consists of Messrs. Swenson (Chairman), Kilpatrick, and Rhodes, each an “independent” director within the meaning of the AMEX listing standards. The Board of Directors has determined that Mr. Swenson is the Company’s “audit committee financial expert” as that term is defined in the SEC rules adopted pursuant to the Sarbanes-Oxley Act.

The Compensation Committee met five times during the fiscal year ended August 31, 2006. The Compensation Committee has the authority to establish policies and make determinations concerning compensation and employee benefits. The Compensation Committee reviews and makes recommendations concerning the compensation policies and the implementation of those policies and determines compensation and benefits for executive officers. The Compensation Committee currently consists of Messrs. Kilpatrick, Swenson and Rhodes (Chairman). None of the members of the Compensation Committee is an employee of the Company.

The Company does not have a nominating committee because it believes that currently, the nominating functions should be relegated to the full Board. Nominees for director will be selected or recommended by a majority of the Company’s directors who meet the AMEX listing standards, Messrs. Swenson, Kilpatrick and Rhodes. In selecting nominees for the Board, the Company is seeking a board with a variety of experiences and expertise, and in selecting nominees will consider business experience in the industry in which the Company operates, financial expertise, independence from transactions with the Company, experience with publicly traded companies, experience with relevant regulatory matters in which the Company is involved and reputation for integrity and professionalism. The independent directors will consider in good faith director candidates who meet the minimum qualifications and who are recommended by stockholders.

Stockholders may nominate persons to serve on the Board of Directors. To be considered for nomination by the Board at the next annual meeting of stockholders, the nominations must be made by stockholders of record entitled to vote. Stockholder nominations must be made by notice in writing, delivered or mailed by first class U.S. mail, postage prepaid, to the Secretary of the Company at the Company’s principal business address, not less than 53 days nor more than 90 days prior to any meeting of the stockholders at which directors are to be elected. Each notice of nomination of directors by a stockholder shall set forth the nominee’s name, age, business address, if known, residence address of each nominee proposed in that notice, the principal occupation or employment of each nominee for the five years preceding the date of the notice, the number of shares of the Company’s common stock beneficially owned by each nominee and any arrangement, affiliation, association, agreement or other relationship of the nominee with any Company stockholder.

Stockholders wishing to send communications to the Board may contact Kenneth R. Berry, our Chief Executive Officer, at the Company’s principal executive office address. All such communications shall be shared with the members of the Board, or if applicable, a specified committee or director.

Employee Code of Conduct and Code of Ethics and Reporting of Accounting Concerns

We have adopted an Employee Code of Conduct (the “Code of Conduct”). We require all employees to adhere to the Code of Conduct in addressing legal and ethical issues encountered in conducting their work. The Code of Conduct requires that our employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our best interest.

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We also adopted a Code of Ethics for our Chief Executive Officer, our Chief Financial Officer, our Controller and all other financial officers and executives. This Code of Ethics supplements our Code of Conduct and is intended to promote honest and ethical conduct, full and accurate reporting, and compliance with laws as well as other matters. The Code of Conduct and Code of Ethics were filed with the SEC.

Further, the Audit Committee of the Board has established “whistle-blower procedures” which provides a process for the confidential and anonymous submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. These procedures provide substantial protections to employees who report company misconduct.

Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form 10-KSB for the year ended August 31, 2006 and the unaudited financial statements included in the Quarterly Reports on Form 10-QSB for the first three quarters of the fiscal year ended August 31, 2006.

The Committee discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of audited financial statements with generally accepted accounting principles, the auditors’ judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed by the auditors with the Committee under Statement on Auditing Standard No. 61, as amended. In addition, the Committee discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the written disclosures and the letter required by the Independence Standards Board Standard No. 1. The Committee considered whether the auditors’ providing services on behalf of the Company other than audit services is compatible with maintaining the auditors’ independence.

The Committee discussed with the Company’s independent auditors the overall scope and plans for their respective audits. The Committee meets with the independent auditors, with and without management present, to discuss the results of the auditors’ examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee met six times during the fiscal year ended August 31, 2006, and during the fiscal year ending August 31, 2007, has met four times to date.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the Annual Report on Form 10-KSB for the year ended August 31, 2006 for filing with the SEC. The Committee also has recommended to the Board the selection of the Company’s independent auditors.

The Audit Committee:
Dennis Swenson (Chairman)
David B. Kilpatrick
Bryce W. Rhodes

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is made up of three directors: Messrs. Swenson, Kilpatrick and Rhodes. None of the members of the Committee have been executive officers of the Company. In addition, no member of the Committee is, or was during the fiscal year ended August 31, 2006, an executive officer of another company whose board of directors has a comparable committee on which one of the Company’s executive officers serves.

Compensation Committee Report on Executive Compensation

None of the members of the Compensation Committee of the Board of Directors is an employee of the Company. The Compensation Committee sets and administers the policies that govern the annual and long-term

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compensation of executive officers of the Company. The Compensation Committee makes determinations concerning compensation of executive officers and awards of stock options under the Company’s stock option plans.

Compensation Policies Toward Executive Officers.  The Compensation Committee’s executive compensation policies are designed to provide competitive levels of compensation that relate compensation to the Company’s annual and long-term performance, reward above-average corporate performance compared to other companies in the oil and gas industry, recognize individual initiative and achievements, and assist the Company in retaining and attracting qualified executive officers. The Compensation Committee attempts to achieve these objectives through a combination of base salary, stock options, and cash bonus awards. In determining compensation, the Compensation Committee considers the matters discussed in this report as well as the recommendations of the Chief Executive Officer concerning other executive officers and employees. The Compensation Committee met during the year ended August 31, 2006 to consider stock option grants for performance during the years ended August 31, 2005 and August 31, 2006.

Executive Salaries.  Executive salaries are reviewed by the Compensation Committee and are set for individual executive officers based on subjective evaluations of each individual officer’s performance and contributions to the Company, the Company’s past performance, the Company’s future prospects and long-term growth potential and a comparison of the salary ranges for executives of other companies in the oil and gas industry. Through consideration of these criteria, the Compensation Committee believes that salaries may be set in a manner that is both competitive and reasonable within the Company’s industry.

Stock Options.  Stock options are granted to executive officers and other employees of the Company by the Compensation Committee as a means of providing long-term incentive to the Company’s employees. The Compensation Committee believes that stock options encourage increased performance by the Company’s employees and align the interests of the Company’s employees with the interests of the Company’s stockholders. Decisions concerning recommendations for the granting of stock options to a particular executive officer are made after reviewing the number of options previously granted to that officer, the number of options granted to other executive officers (with higher ranking officers generally receiving more options in the aggregate), and a subjective evaluation of that officer’s performance and contributions to the Company as described above under “— Executive Salaries” and anticipated involvement in the Company’s future prospects. While stock options are viewed by the Committee on a more forward-looking basis than cash bonus awards based on prior performance, an executive officer’s prior performance will impact the number of options that may be granted. After considering the foregoing factors, during the fiscal year ended August 31, 2006, the Committee recommended that the Company grant options to three officers as follows:

Name/Title	Number of Options		Exercise Price Per Share
Kenneth R Berry, Jr.,		150,000	$	1.12
Chief Executive Officer and President		25,000	$	1.34
Tucker L. Franciscus,		25,000	$	1.34
Vice President — Strategic Development
Jane M. Richards,		60,000	$	1.12
Chief Financial Officer		25,000	$	1.34
D. Scott Singdahlsen(1)		25,000	$	1.34

(1) Mr. Singdahlsen was the Company’s Chief Executive Officer, Chief Financial Officer and President through July 25, 2006, which was the effective date of his resignation from these positions.

Cash Bonus Awards.  The Compensation Committee considers on an annual basis whether to pay cash bonuses to some or all of the Company’s employees, including the Company’s executive officers. The Compensation Committee considers the granting of bonuses with the objective that the Company will remain competitive in its compensation practices and be able to retain highly qualified executive officers. In determining the amounts of bonuses, the Compensation Committee considers the performance both of the Company and of each executive officer in the past year as described above under “— Executive Salaries”. The Committee’s review of the Company’s performance concentrates on exploration success, prospect generation, investment community

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recognition of the Company and financial stability. The Committee did not pay cash bonuses to any of its employees during the fiscal year ended August 31, 2006.

Chief Executive Officer Compensation.  Generally, the compensation of the Company’s Chief Executive Officer is determined in the same manner as the compensation for other executive officers of the Company as described above. The Committee did not adjust former Chief Executive D. Scott Singdahlsen compensation during the fiscal year ended August 31, 2006. Newly elected Chief Executive Officer, Kenneth R Berry, Jr.’s compensation was determined in the same manner as the compensation for other executive officers of the Company as described above.

The Compensation Committee
David B. Kilpatrick (Chairman until November 2005)
Dennis Swenson
Bryce W. Rhodes (New Chairman)

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and holders of more than 10% of the Company Common Stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Except as set forth below, the Company believes that during the year ended August 31, 2006, its officers, directors and holders of more than 10% of the Company Common Stock complied with all Section 16(a) filing requirements. In making these statements, the Company has relied solely upon its review of copies of the Section 16(a) reports filed for the fiscal year ended August 31, 2006 on behalf of the Company’s directors, officers and holders of more than 10% of the Company Common Stock. Based upon this review, each of Mr. Franciscus and Messrs. Berry and Singdahlsen inadvertently filed his Form 4 delinquently on March 15, 2006 relating to his receipt of 25,000 options to purchase shares of Company Common Stock granted on November 2, 2005 and November 23, 2005, respectively. In addition, each of Messrs. Kilpatrick, Rhodes and Swenson inadvertently filed his Form 4 delinquently on March 30, 2006 relating to his receipt of 15,000 options to purchase shares of Company Common Stock granted on November 23, 2005.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth in summary form the compensation received during each of the last three completed fiscal years ended August 31, 2006 by Kenneth R. Berry, Jr., our Chief Executive Officer and our other most highly compensated officers (the “Named Executive Officers”).

Summary Compensation Table
	Annual Compensation								Long-Term Compensation
									Awards				Payouts
									Restricted
							Other Annual		Stock		Securities		LTIP		All Other
Name and Principal	Fiscal		Salary		Bonus		Compensation		Awards		Underlying		Payouts		Compensation
Position	Year		($)(1)		($)		($)		($)		Options(#)		($)		($)
Kenneth R. Berry, Jr.		2006	$	121,000		—		—		—		175,000		—		—
Chief Executive Officer		2005	$	108,000		—		—		—		—		—		—
		2004	$	93,150		—		—		—		135,000		—		—
Jane M. Richards		2006	$	104,000		—		—		—		85,000		—		—
Chief Financial Officer		2005	$	38,000		—		—		—		90,000		—		—
		2004		—		—		—		—		—		—		—
Tucker L. Franciscus		2006	$	89,000		—		—		—		25,000		—		—
Vice President		2005	$	120,000		—		—		—		150,000		—		—
		2004		—		—		—		—		—		—		—
D. Scott Singdahlsen(2)		2006	$	175,000		—		—		—		25,000		—		—
		2005	$	175,000		—		—		—		200,000		—		—
		2004	$	175,000		—		—		—		—		—		—

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(1)

The dollar value of base salary (cash and non-cash) received during the year indicated.

(2)

Mr. Singdahlsen was the Company’s Chief Executive Officer, Chief Financial Officer and President through July 25, 2006, which was the effective date of his resignation from these positions. Mr. Singdahlsen’s compensation disclosed above includes both compensation as Chief Executive Officer, Chief Financial Officer and President through July 25, 2006, and compensation as an employee from July 25, 2006 through August 31, 2006.

Option Grants in Last Fiscal Year

The following table provides certain summary information concerning individual grants of stock options made to Named Executive Officers during the fiscal year ended August 31, 2006 under our stock option plans.

Option Grants in Last Fiscal Year
	Shares of Common		% of Total
	Stock		Options Granted
	Underlying		to Employees in			Exercise Price
Name	Options Granted		Fiscal Year(1)			($/Share)		Expiration Date
Kenneth R. Berry, Jr.		150,000		34.5	%	$	1.12		July 26, 2011
		25,000		5.7	%	$	1.34		November 23, 2010
Jane M. Richards		60,000		13.8	%	$	1.12		July 26, 2011
		25,000		5.7	%	$	1.34		November 23, 2010
Tucker Franciscus		25,000		5.7	%	$	1.34		November 23, 2010
D. Scott Singdahlsen		25,000		5.7	%	$	1.34		November 23, 2010

(1) During fiscal year 2006, we granted stock options to purchase a total of 435,000 shares of our common stock under our stock option plans to all, including the Named Executive Officers.

Subsequent to the fiscal year ended August 31, 2006, we granted Company Options to (1) David Kilpatrick, Dennis Swenson and Bryce Rhodes, each a member of our Board of Directors, each to purchase 26,338 shares at a exercise price of $0.97 per share immediately exercisable on or before the fifth anniversary of the grant dated; (2) Kenneth Berry, our Chief Executive Officer, on January 18, 2007 to purchase 16,500 shares at a exercise price of $1.01 per share immediately exercisable on or before the fifth anniversary of the grant dated; (3) Jane M. Richards, our Chief Financial Officer, on January 18, 2007 to purchase 25,000 shares at a exercise price of $1.01 per share immediately exercisable on or before the fifth anniversary of the grant dated; and (4) Tucker Franciscus, our Vice President of Strategic Planning, on January 18, 2007 to purchase 17,500 shares at a exercise price of $1.01 per share immediately exercisable on or before the fifth anniversary of the grant dated.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

The following table provides certain summary information concerning stock option exercises during the fiscal year ended August 31, 2006 by the Named Executive Officers and the value of unexercised stock options held by the Named Executive Officers as of August 31, 2006.

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
					Number of Securities
	Shares				Underlying Unexercised				Value of Unexercised In-the-Money Options at
	Acquired on		Value Realized		Options at Fiscal Year-End (#)				Fiscal Year-End ($)(1)
Name	Exercise		($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Kenneth R. Berry, Jr.		—		—		397,500		115,000	$	158,300	$	1,950
Jane M. Richards		—		—		75,000		100,000		—		—
Tucker L. Franciscus		—		—		75,000		100,000	$	5,500	$	11,000

(1) For all unexercised options held as of August 31, 2006, the aggregate dollar value of the excess of the market value of the stock underlying those options over the exercise price of those unexercised options. These values are shown separately for those options that were exercisable and those options that were not yet exercisable on August 31, 2006 based on the closing sale price of our common stock on that date, which was $1.05 per share.

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Employee Retirement Plans, Long-Term Incentive Plans and Pension Plans

Excluding the Company’s stock option plans, we do not have any long-term incentive plan to serve as incentive for performance to occur over a period longer than one fiscal year.

1997 Stock Option Plan

In August 1997, our 1997 Stock Option Plan (the “1997 Plan”) was adopted by the Board of Directors and subsequently approved by the stockholders. Pursuant to the 1997 Plan, we may grant Company Options to purchase an aggregate of 1,000,000 shares of Company Common Stock to key employees, directors and other persons who have contributed or are contributing to our success. The Company Options granted pursuant to the 1997 Plan may be either incentive options qualifying for beneficial tax treatment for the recipient or they may be nonqualified options. The 1997 Plan may be administered by the Board of Directors or by an option committee. Administration of the 1997 Plan includes determination of the terms of Company Options granted under the 1997 Plan. At April 17, 2007, Company Options to purchase 370,000 shares were outstanding under the 1997 Plan and 346,500 Company Options were available to be granted under the 1997 Plan.

2000 Stock Option Plan

In March 1999, our 2000 Stock Option Plan (the “2000 Plan”) was adopted by the Board of Directors and subsequently approved by the stockholders. Pursuant to the 2000 Plan, we may grant Company Options to purchase shares of Company Common Stock to key employees, directors and other persons who have contributed or are contributing to our success. We initially could grant Company Options to purchase up to 500,000 shares pursuant to the 2000 Plan. In June 2001, our stockholders approved an amendment which allows us to grant Company Options to purchase up to 1,500,000 shares pursuant to the 2000 Plan. In June 2004, our stockholders approved an amendment to increase from 1,500,000 to 2,250,000 the number of shares of Company Common Stock issuable pursuant to Company Options granted under the 2000 Plan. The Company Options granted pursuant to the 2000 Plan may be either incentive options qualifying for beneficial tax treatment for the recipient or non-qualified options. The 2000 Plan may be administered by the Board of Directors or by an option committee. Administration of the 2000 Plan includes determination of the terms of Company Options granted under the 2000 Plan. As of April 17, 2007, Company Options to purchase 1,246,750 shares were outstanding under the 2000 Plan and 780,751 Company Options were available to be granted pursuant to the 2000 Plan.

2006 Stock Incentive Plan

In April 2006, our 2006 Stock Incentive Plan (the “2006 Plan”) was adopted by the Board of Directors and subsequently approved by the stockholders in June 2006. Pursuant to the 2006 Plan, we may grant 4,000,000 Company Options to purchase shares of Company Common Stock, restricted stock and restricted stock units to key employees, directors, and other persons who have contributed or are contributing to our success. The Company Options granted pursuant to the 2006 Plan may be either incentive options qualifying for beneficial tax treatment for the recipient or non-qualified options. The 2006 Plan may be administered by the Company’s Compensation Committee. Administration of the 2006 Plan includes determination of the terms of Company Options, restricted stock and restricted stock units granted under the 2006 Plan. As of April 17, 2007, Company Options to purchase 374,014 shares were outstanding under the 2006 Plan and 3,625,986 Company Options were available to be granted pursuant to the 2006 Plan.

Compensation of Outside Directors

On September 12, 2006, the Compensation Committee authorized a non-employee director bonus of $25,000 and annual and meeting attendance fees payable to non-employee members of the Board. The bonus was based on the extraordinary amount of time and effort expended by the non-employee directors during the preceding year.

Each director received the one-time bonus in cash on September 29, 2006.

The annual retainer and meeting attendance fees shall be as set forth below beginning with the Company’s most recent annual meeting of stockholders. Annual fees shall be paid in quarterly installments on the last business

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day of each of the Company’s fiscal quarters, pro-rated for the portion of that quarter for which the director served in the position being compensated. Meeting fees shall be paid on the first business day after the subject meeting.

For fees accruing after September 29, 2006, directors may elect to be paid annual fees, including annual and chairperson fees, in shares of the Company Common Stock by giving notice to the Company’s Chief Financial Officer on or before the last business day prior to the designated payment date. Payments in stock shall be valued at 90% of the last traded price for the Company Common Stock on the last business day prior to the designated payment date. The stock options and any shares of Company Common Stock will be issued under the 2006 Plan. Stock Option Agreements will be entered into with respect to the Annual Stock Option Retainer.

Compensation	Amount	Payable To	Payable
Annual Retainer	$10,000	All Directors	Quarterly at end of each fiscal quarter during term as director
Annual Stock Option Retainer	$25,000 (based on Black-Scholes calculation of option value), with exercise price equal to last traded price on date of grant*	All Directors	25% of options become exercisable at end of each fiscal quarter during term of director
Board and Audit Committee Chairperson Fee Annual Fee	$20,000	Chairperson of Board; Chairperson of Audit Committee	Quarterly at end of each fiscal quarter during term
Compensation Committee Chairperson Fee Annual Fee	$10,000	Chairperson of Compensation Committee	Quarterly at end of each fiscal quarter during term
Board Meeting Attendance Fee (Attendance in Person)	$1,000	All Attending Directors	For each Board Meeting (30 minutes or longer)
Board Meeting Attendance Fee (Attendance via Teleconference)	$500	All Attending Directors	For each Board Meeting (30 minutes or longer)
Committee Meeting Attendance Fee (No other compensated meeting fee on same day)	$500	All Attending Committee Members	For each Committee Meeting (30 minutes or longer)
Committee Meeting Attendance Fee (when another compensated meeting same day)	$250	All Attending Committee Members	For each Committee Meeting (30 minutes or longer)
Annual Stockholder Meeting Attendance Fee	$1,000	All Attending Directors	For Attendance at Annual Stockholder Meeting

* For 2006, date of grant was September 29, 2006. Thereafter, date of grant shall be date of election of director.

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Employment Contracts and Termination of Employment And Change-In-Control Arrangements

Employment Contracts

We have only one employment agreement, which is with D. Scott Singdahlsen, our former chief executive officer. The agreement, effective August 1, 2006, provides for a base salary of $14,583.33 per month beginning August 1, 2006 through January 31, 2007 and $12,000 per month beginning February 1, 2007 plus the opportunity to participate in project overrides and certain benefits made available to the Company’s employees. The agreement was to expire on July 31, 2007, however, Mr. Singdahlsen resigned and his contract terminated on February 28, 2007.

Severance Arrangements

We currently have no compensatory plan or arrangement that results or will result from the resignation, retirement, or any other termination of an executive officer’s employment or from a change-in-control or a change in an executive officer’s responsibilities following a change-in-control, except for the Change in Control Severance Agreements described below and that each of the 1997, 2000 and 2006 Plans provide for vesting of all outstanding Company Options in the event of the occurrence of a change-in-control.

On April 20, 2007, the Company entered into Change of Control Severance Agreements, as amended by Amendment No. 1 to the Change of Control Severance Agreements dated April 23, 2007, with all of its employees including its executive officers who consist of Kenneth Berry, Chief Executive Officer, Jane Richards, Chief Financial Officer, and Tucker Franciscus, Vice President of Strategic Development. The Change of Control Severance Agreements provide that in the event Mr. Berry, Ms. Richards or Mr. Franciscus is terminated following a change of control other than for cause or is involuntarily terminated, he or she will receive as severance 45.83333%, 29.16666% or 29.16666% of his or her annual salary, respectively, and nine months of health, dental and life insurance coverage following such termination. Additionally, upon the closing of the Merger, so long as the applicable employee has not voluntarily terminated his or her employment or the employee is not terminated for cause prior to such time, the employee shall receive, immediately prior to the closing of the Merger, a cash payment from the Company equal to a portion of accrued earnings from an overriding royalty interest in one of the Company’s oil and gas properties that was assigned at inception only to employees plus an assignment of a portion of an overriding royalty interest in the same oil and gas properties.

On April 13, 2007, the Board of Directors approved a one-time bonus of $25,000 for each director payable upon the closing of the Merger.

Stock Ownership of Directors and Principal Stockholders

As of April 17, 2007 there were 38,010,258 shares of common stock outstanding. The following table sets forth certain information as of that date with respect to the beneficial ownership of common stock by each director, by all executive officers and directors as a group, and by each other person known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock:

	Number of Shares			Percentage of
Name and Address of Beneficial Owner	Beneficially Owned(1)			Shares Outstanding
Bryce W. Rhodes		188,752	(2)		*
7770 El Camino Real Carlsbad, CA 92009
David B. Kilpatrick		111,338	(3)		*
9105 St. Cloud Lane Bakersfield, CA 93311
Dennis M. Swenson		91,338	(4)		*
5360 Lakeshore Drive Littleton, CO 80123
Kenneth R. Berry, Jr.		701,865	(5)		1.8	%
1675 Broadway, Suite 2450 Denver, Colorado 80202

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	Number of Shares			Percentage of
Name and Address of Beneficial Owner	Beneficially Owned(1)			Shares Outstanding
Jane M. Richards		200,000	(6)		*
1675 Broadway, Suite 2450 Denver, Colorado 80202
Tucker L. Franciscus		192,500	(7)		*
1675 Broadway, Suite 2450 Denver, Colorado 80202
All Executive Officers and Directors as a group (six persons)		1,485,793			3.8	%
D. Scott Singdahlsen		2,151,750	(5)(8)		5.6	%
1675 Broadway, Suite 2450 Denver, Colorado 80202
Victory Oil Company		2,773,204	(9)		7.3	%
222 West Sixth Street, Suite 1010 San Pedro, California 90731
Eastbourne Capital Management, L.L.C.		3,634,000	(10)		9.7	%
1101 Fifth Avenue, Suite 160 San Rafael, CA 94901
Samson Investment Company		3,689,200	(11)		9.7	%
Two West Second Street Tulsa, Oklahoma 74103

(*)	Less than one percent.
(1)	“Beneficial ownership” is defined in the regulations promulgated by the SEC as having or sharing, directly or indirectly (1) voting power, which includes the power to vote or to direct the voting, or (2) investment power, which includes the power to dispose or to direct the disposition of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
(2)	Includes 13,000 shares of common stock owned by Mr. Rhodes and 64,414 shares of common stock owned by Adventure Seekers Travel, Inc. Adventure Seekers is owned by Mr. Rhodes and his wife, and Mr. Rhodes is the President of Adventure Seekers. Also includes options to purchase 111,338 shares of Company Common Stock.
(3)	Includes options to purchase 111,338 shares of Company Common Stock.
(4)	Includes options to purchase 91,338 shares of Company Common Stock.
(5)	Includes the following securities held directly or indirectly by Kenneth R. Berry, Jr.: an aggregate of 172,865 shares owned by various entities, IRAs, and trusts with which Mr. Berry, or his spouse or minor daughter, is associated; and options to purchase 529,000 shares of Company Common Stock.
(6)	Includes options to purchase 200,000 shares of Company Common Stock.
(7)	Includes options to purchase 192,500 shares of Company Common Stock.
(8)	The shares shown for Mr. Singdahlsen include 200,000 shares owned by Mr. Singdahlsen’s two minor children. Also includes options to purchase 401,750 shares of Company Common Stock.
(9)	Based on the information provided by shareholder.
(10)	The shares reflected include the shares beneficially owned by Eastbourne Capital Management, L.L.C., a registered investment adviser, Richard Jon Barry, Manager of Eastbourne and Black Bear Offshore Master Fund L.P., a Cayman Island exempted company to which Eastbourne is investment adviser. Not included are equivalent shares of Company Common Stock underlying $7,640,904 of convertible notes held by Black Bear Offshore Master Fund Limited, Black Bear Fund I, L.P. and Black Bear Fund II, LLC.
(11)	Based on the information provided by shareholder.

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CERTAIN TRANSACTIONS WITH MANAGEMENT AND PRINCIPAL STOCKHOLDERS

On May 24, 2002, certain investment entities managed by Eastbourne Capital Management, LLC purchased $6 million of convertible notes from the Company. The notes provide for semi-annual interest payments at an annual rate of 4.99% and are convertible into common stock at the rate of $1.30 per share. At the time of the transaction, these entities had aggregate ownership in PYR Energy of approximately 15%. Concurrent with the sale, we agreed to add Messrs. Eric Sippel and Borden Putnam, of Eastbourne, to our Board of Directors. Messrs. Sippel and Putnam resigned from the Board in August 2003, although Eastbourne still has the right to designate two individuals to serve on the Board.

As more fully described in the Form 8-K filed with the SEC on October 26, 2005, in mid-October 2005, the Company completed a private equity placement consisting of the sale of 6.275 million shares of Company Common Stock, priced at $1.30 per share, to a group of institutional and accredited individual investors and issued warrants to purchase 52,500 shares of Company Common Stock at a price of $1.30 per share to a financial advisory company as partial payment for services rendered. Pursuant to the terms of the private placement, the Company filed a registration statement covering the resale of these shares. Kenneth R. Berry, Jr., who is now our Chief Executive Officer (and at the time of purchase was our Vice President of Land), purchased beneficial ownership of shares of our common stock in connection with this private placement, which occurred on October 3, 2005, as follows. The Kenneth R. Berry, Jr. and Leslie A. Berry Trust (the “Trust”) purchased 20,000 shares of common stock in the private placement. Mr. Berry is a trustee and beneficiary of the trust. Estancia Petroleum Corporation (“Estancia”) purchased 50,000 shares of Company Common Stock in the private placement. Mr. Berry owns all the outstanding equity interests in Estancia. The foregoing purchases were made at the same purchase price as all the other purchasers in the private placement and account for 1.1% ($91,000) of the total $8,157,000 private placement offering. The shares were subscribed for pursuant to two separate subscription agreements, each executed on October 3, 2005 by the Trust and Estancia, respectively. Based on the closing price of our stock on October 3, 2005, the aggregate dollar discount from that market price that was received by the Trust and Estancia in connection with the purchase of their shares was $53,900, or $0.77 per share. Mr. Berry was not involved in the structure or negotiation of the terms of the private placement, nor did he commit to purchase any shares pursuant to the private placement until after: (1) the price per share had been negotiated between the Company and an unrelated third party, and (ii) the private placement had commenced. Our Audit Committee had approved Mr. Berry’s participation in the private placement in a meeting held on November 2, 2005. On June 22, 2006, our shareholders ratified the issuance of the shares purchased as part of the private placement by the Trust and Estancia as described above.

During the fiscal year ended August 31, 2006, there were no other transactions between the Company and its directors, executive officers or known holders of greater than five percent of the Company’s common stock in which the amount involved exceeded $60,000 and in which any of the foregoing persons had or will have a material interest.

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PYR ENERGY STOCK PERFORMANCE

Set forth below is a line graph comparing the dollar change in the cumulative total stockholder return on the Company Common Stock for the period beginning on August 31, 2002 and ending on August 31, 2006, with the cumulative total return of the S&P 500 Index and the AMEX Oil Index. The graph shows the change in value of an initial $100 investment on August 31, 2002, assuming re-investment of all dividends.

	08/30/02		08/29/03		08/31/04		08/31/05		08/31/06
PYR Energy Corp.	$	100.00		50.00		87.00		136.00		105.00
AMEX Oil Index	$	100.00		97.86		130.34		207.36		233.50
S&P 500 Index	$	100.00		110.04		120.54		133.21		142.33

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