EX-99 2 p13-0215exh1.htm EXHIBIT 1 p13-0215exh1.htm
January 2013
SandRidge Related-Party Land Transactions
EXHIBIT 1
 
 
 
1
DISCLAIMER
THIS PRESENTATION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC
INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY
RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. THE
VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF TPG-AXON MANAGEMENT LP, TPG-AXON PARTNERS GP, L.P., TPG-
AXON GP, LLC, TPG-AXON PARTNERS, LP, TPG-AXON INTERNATIONAL, L.P., TPG-AXON INTERNATIONAL GP, LLC, DINAKAR SINGH
LLC AND DINAKAR SINGH ("TPG-AXON" AND, TOGETHER WITH STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G.
REYNOLDS, PETER H. ROTHSCHILD, ALAN J. WEBER AND DAN A. WESTBROOK, THE "PARTICIPANTS"), AND ARE BASED ON
PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SANDRIDGE ENERGY, INC. (THE "ISSUER").
 
THE PARTICIPANTS RESERVE THE RIGHT TO CHANGE ANY OF THEIR OPINIONS EXPRESSED HEREIN AT ANY TIME AS THEY DEEM
APPROPRIATE. THE PARTICIPANTS DISCLAIM ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN. THE
PARTICIPANTS HAVE NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION
INDICATED IN THIS PRESENTATION AS HAVING BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED BY THIRD
PARTIES. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD
PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR INFORMATION, WHETHER DERIVED OR
OBTAINED FROM FILINGS MADE WITH THE SEC OR FROM ANY THIRD PARTY, ARE ACCURATE. THE PARTICIPANTS SHALL NOT BE
RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY MISINFORMATION CONTAINED IN ANY SEC FILING OR THIRD PARTY REPORT.
UNDER NO CIRCUMSTANCES IS THIS PRESENTATION TO BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITY.
THE PARTICIPANTS HAVE FILED WITH THE SEC A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD TO BE
USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF THE ISSUER IN CONNECTION WITH TPG-AXON'S INTENT TO
TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE DEFINITIVE
CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY THE PARTICIPANTS
FROM STOCKHOLDERS OF THE ISSUER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD
HAVE BEEN FURNISHED TO SOME OR ALL OF THE ISSUER'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT
DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, TPG-AXON WILL
PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE UPON
REQUEST.
 
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY
HOLDINGS IS CONTAINED IN THE DEFINITIVE CONSENT STATEMENT ON SCHEDULE 14A FILED BY TPG-AXON WITH THE SEC ON
JANUARY 18, 2013. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
 
 
 
 
SandRidge Related-Party Land Transactions
Ø SandRidge claims TPG-Axon has “engaged in a false and misleading campaign and "consent solicitation” filled
 with half-truths and unsubstantiated statements regarding management, the Board and the Company.  TPG-Axon
 has repeatedly made inflammatory and false statements with one simple goal - they want to distract you from the
 facts regarding SandRidge and its strategy for creating value…”
Ø Most of the observations we have made about, and criticism we have directed at, the company are based
 on publicly available facts - the performance of the company’s stock, financial performance of the
 company, and actions taken by the company
Ø Therefore, presumably, management objects to allegations we have raised regarding related-party
 transactions that we believe have damaged shareholder interests
Ø As a result, we are sharing with all shareholders some of the facts that support our concerns regarding
 “the facts regarding SandRidge and its strategy for creating value”
Ø We believe the management and Board of Directors of any company - including SandRidge - should have
 one overriding objective…creating value for shareholders
Ø As a general business principle, we believe it is inappropriate and unethical for any management to
 compete with the shareholders they are paid to serve
Ø In the case of SandRidge, our examination of the facts regarding related party transactions and
 competition cause us enormous concern, and lead us to question whether company management and
 resources are focused exclusively on building shareholder value, or instead have also been used for the
 benefit of others, even sometimes in direct competition with the company
2
 
 
 
3
 
SandRidge Related-Party Land Transactions
Ø The primary business of the company, as espoused by management, has been the acquisition and
 development of mineral rights in the areas of the Mississippian Lime formation, in various parts of
 Oklahoma and Kansas
 Ø “Over the last several years, your Board and management team have taken strategic actions to transform
 SandRidge into the leading operator in the Mississippian Lime play of northern Oklahoma and western Kansas.
 These actions have established SandRidge as an industry leader in what is widely considered to be one of the most
 valuable oil-rich basins in the United States.”
 Ø “While the Mississippian formation in Oklahoma and Kansas had been developed with vertically drilled wells for
 many decades, its potential had gone largely unnoticed and untapped until the Company quietly and inexpensively
 leased millions of acres, which it is now aggressively developing. As results were realized by the Company in the
 play, large independent producers and major integrated multinational companies turned their attention to the area
 and invested significant amounts of their own capital, driving up acreage costs after the Company had completed the
 large bulk of its planned acreage purchases.”
Ø The company clearly states that the Mississippian is now (after repeated shifts in strategy over the past
 five years) the primary focus of the company
Ø The company notes the importance of “quietly and inexpensively” acquiring mineral rights before others
 start “driving up acreage costs”, suggesting that the acquisition of mineral rights as quietly and
 inexpensively as possible is important to creating value for shareholders
Ø Is it not obvious, then, that companies or entities that repeatedly acquired mineral rights in similar areas
 at similar times would be obvious competitors to SandRidge? Particularly if they often moved ahead of
 SandRidge in identifying attractive land and mineral rights? And particularly if they then sold those
 rights to other large, well-financed rival energy companies? Or even to SandRidge itself?
Ø If such a competitor were none other than the CEO’s family, shouldn’t stockholders be deeply
 concerned?
 
 
 
4
 
What SandRidge has already disclosed…
Ø SandRidge has disclosed certain transactions between SandRidge and entities related to Tom Ward and
 the Ward family, including TLW Land & Cattle and WCT Resources
Ø TLW Land & Cattle LP - “an entity in which Mr. Ward has an ownership interest”
 Ø From the 2012 proxy: “We own wells on certain areas of land in northwest Oklahoma under which TLW
 Land & Cattle LP (“TLW LC”), an entity in which Mr. Ward has an ownership interest, owns a royalty
 interest. In 2011, we paid royalties totaling $925,735 to TLW-LC in connection with the production of oil
 and natural gas from these properties.”
Ø WCT Resources - “a limited liability company owned by trusts established for the benefit of Mr. Ward’s
 children”
 Ø From the 2012 proxy: “In January 2011, we purchased a portion of the working interest in leases covering
 acreage in northeast Oklahoma from WCT Resources, L.L.C., a limited liability company formed in 2002
 and owned by trusts established in 1989 for the benefit of Mr. Ward’s children (“WCT”), for $391,955. WCT
 also participates as a working interest owner in wells we operate in northwest Oklahoma, and during 2011,
 we paid revenue of $168,196 to WCT as a working interest owner.”
Ø Since 2008, SandRidge has disclosed $9.5 million of payments to entities related to Tom Ward and the
 Ward family
 Ø $3.9 million to TLW Land & Cattle
 Ø $5.6 million to WCT Resources
 
 
 
5
 
…but what they have NOT disclosed is startling
Ø Company disclosures have been limited
 Ø In order to better understand the related party transactions of SandRidge, we engaged investigators to
 gather additional information for us
 Ø To obtain this information, it was necessary to directly gather lease information from court houses and
 record offices across Kansas and Oklahoma
Ø We are still early in the process and have much more ground to cover
 Ø The Mississippian Lime is a vast play covering over 17 million acres, in which SandRidge has leased over
 2 million acres
 Ø To date, we have examined only a small percentage of SandRidge’s total acreage
Ø Yet, already, it seems clear to us that entities related to the Ward family have been active competitors to
 SandRidge Energy in the acquisition and sale of mineral rights
 Ø In the interest of transparency, we are providing examples of transactions we have discovered to help
 illustrate the nature of activity we are observing
 Ø Our investigation continues, and we expect to update stockholders as we learn more
 
 
 
6
 
SandRidge Related-Party Land Transactions
Ø To date, we have discovered that many entities affiliated with the Ward family have been active in
 acquiring acreage and mineral rights in the Mississippian Lime
 Ø In particular, TLW Land & Cattle, WCT Resources and 192 Investments are entities that have acquired
 meaningful acreage in the Mississippian Lime.
 Ø Each of these entities is related to Tom Ward or his immediate family, and has shared an address with
 SandRidge at various points in the past
Ø We have found many occurrences of flipping and purchases in the same areas where SandRidge acquires
 mineral rights
 Ø In a number of instances, WCT Resources has moved ahead of the company to acquire mineral rights from
 third parties, and then flipped them to SandRidge just weeks or months later
 Ø More worryingly, it appears that WCT Resources has acquired acreage in advance of purchases by
 SandRidge in the same area, and then either sold it to third parties or kept it
Ø We call on the Board of Directors to conduct an investigation of CEO Tom Ward and this conduct
 Ø We also demand that the company provide shareholders with all available information regarding the nature
 of the interaction between the various entities controlled by members of the Ward family and SandRidge
 Ø We believe the fact pattern suggests that SandRidge shareholders may have been disadvantaged by the
 actions of Mr. Ward and his family
 Ø We believe the company may not have fully properly disclosed the nature of these transactions to
 stockholders. In addition, if Mr. Ward did not disclose the full extent of these transactions to the company,
 we believe this may be cause for termination.
 
 
 
7
 
What is WCT Resources?
Ø In response to our investigation and statements regarding our beliefs on this matter, SandRidge added
 additional disclosure in their consent revocation statement filed on January 7, 2013.
 Ø “WCT is an independent oil and gas company in which Mr. Ward retains no financial interest nor has any
 management or operational involvement.”
Ø What we have learned about WCT Resources:
 Ø WCT Resources was established in January 2002
 Ø WCT Resources is owned by trusts established by Tom and Sch’ree Ward for the benefit of Tom Ward’s children
 (Ward Children’s Trust). The trustee of Ward Children’s Trust is Scott C. Hartman, who we believe is a
 SandRidge employee
 Ø The company states that WCT Resources is currently run by Trent Ward, Tom Ward’s son
 Ø WCT Resources appears to have a fraction of the approximately 2,500 full-time employees that SandRidge
 Energy does. The company’s phone voicemail lists just seven total employees in its directory
 Ø The address of WCT Resources was the same as SandRidge’s headquarters until last year
 Ø In some prior years, based on a comparison of signatures, it appears that Tom Ward signed company documents
 Ø The current Chief Operating Officer of WCT Resources, Scott White, appears to have been a land manager at
 SandRidge Energy until as recently as 2011
 Ø There have been numerous transactions between Ward family members, or entities associated with Ward family
 members, and WCT Resources. We have documented transactions between TLW Cattle & Land or Sch’ree
 Ward, Tom Ward’s wife, and WCT Resources
 Ø WCT Resources is just one of several entities controlled by members of the Ward family which appear to be
 active participants in the purchase and sale of land and mineral rights in the Mississippian
 
 
 
8
 
Shareholders demand to know!
Ø What is the exact relationship between SandRidge and WCT Resources, and how has it evolved over time?
Ø What resources does WCT have to actively prospect, evaluate and purchase mineral rights in the Mississippian?
Ø What information has SandRidge shared with Trent Ward, WCT Resources or other entities related to the Ward
 Family? Is it a coincidence that WCT Resources appears frequently alongside, or even ahead of, SandRidge in the
 acquisition of various parcels of land or mineral rights?
Ø If WCT has no involvement with SandRidge, why do they often show up in the same places? How can this
 apparently small company repeatedly beat SandRidge and its 2,500 full time employees to the punch?
Ø Has SandRidge provided resources or services to WCT Resources, or other entities related to the Ward family?
Ø How many former SandRidge employees have worked for WCT Resources or other entities related to the Ward
 family? What steps did the company take to prevent SandRidge information from being used by former employees
 for the benefit of other entities?
Ø What other entities or individuals that appear frequently alongside SandRidge (such as 192 Investments and
 Sch’ree Ward) have relationships to Tom Ward or the Ward family? What company information or resources have
 been shared with such entities?
Ø What is the relationship between SandRidge or entities related to the Ward family, and the land companies that
 have assigned mineral rights to WCT Resources (such as Bent Tree Properties)?
Ø How much did the SandRidge Board of Directors know about these transactions? Why were many of them not
 disclosed to shareholders?
Ø How is it appropriate that the family of the CEO is a frequent competitor to SandRidge, in the company’s
 primary business?
 
 
 
 
Examples of Related-Party Land Transactions
9
 
 
 
10
 
Examples of flipping
Ø SEC disclosure:
 Ø From the 2012 proxy: “In January 2011, we purchased a portion of the working interest in leases covering
 acreage in northeast Oklahoma from WCT Resources”
Ø What actually happened:
 Ø On November 30, 2010, WCT Resources leased mineral rights from the Berry family in Pawnee County,
 Oklahoma¹
 Ø Two months later, on January 20, 2011, WCT Resources flipped those specific leases to SandRidge
Nov
2010
Dec
2010
Jan
2011
Feb
2011
Mar
2011
Apr
2011
May
2011
Jun
2011
 
Apr
2012
WCT Resources acquires
mineral rights
in Pawnee County¹
SandRidge acquires
those mineral rights
from WCT Resources
SandRidge discloses
transaction in proxy
¹ Pawnee County: 19-21N-04E
 
 
 
11
 
Examples of flipping
Ø SEC disclosure:
 Ø From the 2011 proxy: “In September 2010, we purchased a portion of the working interest in leases covering
 acreage in northeast Oklahoma from WCT Resources”
Ø What actually happened:
 Ø On April 6, 2010, WCT Resources leased mineral rights from the Lushabaugh, Thomas, Rouwalk, Louwalk
 and Goodfox families in Pawnee County, Oklahoma¹
 Ø Then, on June 15, 2010 and September 28, 2010, WCT Resources was assigned additional mineral rights
 from Jackfork Land Inc. in Pawnee County²,³
 Ø Three weeks later, on October 15, 2010, WCT Resources flipped certain of those specific leases to
 SandRidge
¹ Pawnee County: 19-23N-04E; 30-23N-04E; 29-22N-04E; 20-22N-04E; 07-22N-04E; 07-22N-04E; 07-22N-04E
² Pawnee County: 03-21N-04E; 13-22N-03E; 03-22N-04E; 04-22N-04E; 05-22N-04E; 07-22N-04E; 08-22N-04E; 17-22N-04E; 18-22N-04E;
20-22N-04E; 21-22N-04E; 22-22N-04E; 31-23N-04E; 24-23N-03E; 25-23N-03E; 19-23N-04E; 30-23N-04E; 31-23N-04E
   ³ Pawnee County: 03-21N-04E; 7-21N-04E; 8-22N-04E; 31-23N-04E
Apr
2010
May
2010
Jun
2010
Jul
2010
Aug
2010
Sep
2010
Oct
2010
Nov
2010
 
Apr
2011
WCT Resources acquires
mineral rights
in Pawnee County¹
SandRidge acquires
those mineral rights
from WCT Resources
SandRidge discloses
transaction in proxy
WCT Resources acquires
mineral rights
in Pawnee County²
WCT Resources acquires
mineral rights
in Pawnee County³
 
 
 
12
 
Examples of flipping
Ø SEC disclosure:
 Ø From the 2013 consent revocation statement: “In May 2012 and August 2012, we purchased a portion of the
 working interest in leases covering acreage in northern Oklahoma from WCT Resources”
Ø What actually happened:
 Ø On May 20, 2005, TLW Land & Cattle purchased land and mineral rights from Edwin Herslee in Woods County,
 Oklahoma¹
 Ø On November 3, 2011, WCT Resources leased mineral rights from the TLW Land & Cattle in Woods County,
 Oklahoma
 Ø Six months later, on May 23, 2012, WCT Resources flipped those specific leases to SandRidge
¹ Woods County: 17-28N-18W; 18-28N-18W; 20-28N-18W
May
2005
 
Nov
2011
Dec
2011
Jan
2012
Feb
2012
Mar
2012
Apr
2012
 
Jan
2013
TLW Land & Cattle
purchases land and mineral
rights in Woods County¹
SandRidge acquires
those mineral rights
from WCT Resources
SandRidge discloses
transaction in consent
revocation statement
WCT Resources acquires
those mineral rights
from TLW Land & Cattle
 
 
 
13
 
Examples of flipping
Ø SEC disclosure:
 Ø From the 2013 consent revocation statement: “In May 2012 and August 2012, we purchased a portion of the
 working interest in leases covering acreage in northern Oklahoma from WCT Resources”
Ø What actually happened:
 Ø On August 5, 2008, TLW Land & Cattle purchased land and mineral rights from the Joy family in Alfalfa County,
 Oklahoma¹
 Ø On February 28, 2012, WCT Resources leased those mineral rights from the TLW Land & Cattle
 Ø Seven months later, on August 29, 2012, WCT Resources flipped those specific leases to SandRidge
¹ Alfalfa County: 12-28N-10W
Aug
2008
 
Feb
2012
Mar
2012
Apr
2012
May
2012
Jun
2012
Jul
2012
 
Jan
2013
TLW Land & Cattle
purchases land and mineral
rights in Alfalfa County¹
SandRidge acquires
those mineral rights
from WCT Resources
SandRidge discloses
transaction in consent
revocation statement
WCT Resources acquires
those mineral rights
from TLW Land & Cattle
 
 
 
14
 
Examples of flipping
Ø SEC disclosure:
 Ø From the 2009 proxy: “WCT Resources L.L.C., a limited liability company for the benefit of Mr. Ward’s children,
 participated as a working interest owner in our development of the area”
Ø What actually happened:
 Ø On October 1, 2007, WCT Resources leased mineral rights from the TLW Land & Cattle in Woods County,
 Oklahoma¹
 Ø Twelve months later, on October 21, 2008, WCT Resources flipped those specific leases to SandRidge with an
 effective date of November 6, 2007
¹ Woods County: 17-24N-14W
 
 
Sep
2007
Oct
2007
Nov
2007
 
Sep
2008
Oct
2008
 
Apr
2009
TLW Land & Cattle
purchases land and mineral
rights in Woods County
SandRidge acquires
those mineral rights
from WCT Resources
SandRidge discloses
transaction in proxy
WCT Resources acquires
mineral rights
from TLW Land & Cattle¹
 
 
 
15
 
Examples of flipping
Ø SEC disclosure:
 Ø From the 2009 proxy: “In April 2007, we leased the minerals under a certain area in Woods County, Oklahoma
 from TLW Land & Cattle”
Ø What actually happened:
 Ø On March 10, 2005, TLW Land & Cattle purchased land and mineral rights from Jane Purnell in Woods County,
 Oklahoma¹
 Ø Two years later, on April 11, 2007, TLW Land & Cattle assigns working interest in those mineral rights to both
 SandRidge and WCT Resources
 Ø On December 14, 2010, TLW Land & Cattle sells the land to Larry Noble
 Ø On April 23, 2012, WCT Resources assigns wellbore rights in that specific acreage to Sch’ree Ward, the wife of
 Tom Ward. On May 23, 2012, SandRidge starting drilling the Noble 1-16 well
¹ Woods County: 16-28N-14W
Sep
2005
 
Apr
2007
 
Apr
2009
 
Feb
2012
Mar
2012
Apr
2012
May
2012
TLW Land & Cattle
purchases land and mineral
rights in Woods County¹
SandRidge acquires
those mineral rights
from TLW Land & Cattle
SandRidge discloses
transaction in proxy
WCT Resources acquires
those mineral rights
from TLW Land & Cattle
SandRidge spuds
Noble 1-16 well on acreage
WCT Resources assigns
wellbore rights
to Sch’ree Ward
 
 
 
16
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On June 20, 2011, Bent Tree Properties assigned mineral rights to WCT Resources in Barber County,
 Kansas¹
                        We believe Bent Tree Properties is a company that provides land acquisition services. Land acquisition companies generally work under
 contract to secure land or mineral rights and then subsequently transfer those rights to the underlying investor or company. WCT
 Resources frequently appears to work with Bent Tree Properties in the acquisition of land or mineral rights.
 Ø (2) Four weeks later, on July 25, 2011, Continental Land Resources assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) Two months later, on October 26, 2011, WCT Resources assigned its mineral rights to Shell
¹ Barber County: 12-30S-11W
 
 
 
17
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On June 6, 2011 to July 5, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
 Investments in Barber County, Kansas¹
 Ø (2) Two weeks later, on July 25, 2011, Continental Land Resources assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) Three months later, on October 26, 2011, WCT Resources assigned its mineral rights to Shell
¹ Barber County: 08-31S-10W
 
 
 
18
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On December 12, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
 Investments in Thomas County, Kansas¹
 Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
 acreage
 Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 29-06S-33W
 
 
 
19
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On January 4, 2012 and February 29, 2012, Bent Tree Properties assigned mineral rights to WCT Resources
 and 192 Investments in Thomas County, Kansas¹
 Ø (2) Two months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
 acreage
 Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 26-07S-34W
 
 
 
20
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments
 in Thomas County, Kansas¹
 Ø (2) Four months later, on April 3, 2012 and July 1, 2012, Manhattan EnergyOne assigned mineral rights to
 SandRidge in adjacent acreage
 Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 05-09S-35W
 
 
 
21
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On November 21, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
 Investments in Thomas County, Kansas¹
 Ø (2) Five months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
 acreage
 Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 17-08S-35W
 
 
 
22
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
 Investments in Thomas County, Kansas¹
 Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
 acreage
 Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 34-08S-35W
 
 
 
23
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On December 12, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
 Investments in Thomas County, Kansas¹
 Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
 acreage
 Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 21-07S-33W
 
 
 
24
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
 Investments in Thomas County, Kansas¹
 Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 34-07S-34W
 
 
 
25
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On December 22, 2011, TS Dudley Land Company assigned mineral rights to SandRidge in Finney County,
 Kansas¹
 Ø (2) Eleven months later, on November 13, 2012, Sullivan Land Resources assigned mineral rights to WCT
 Resources in adjacent acreage
 Ø (3) WCT Resources still retains this acreage
¹ Finney County: 10-23-28W
 
 
 
26
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹
 Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) Two weeks later, on April 10, 2012, Bent Tree assigned those mineral rights to WCT Resources
 Ø (4) WCT Resources still retains this acreage
¹ Sherman County: 09-08S-37W
 
 
 
27
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹
 Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) Four weeks later, on April 25, 2012, Bent Tree assigned those mineral rights to WCT Resources
 Ø (4) WCT Resources still retains this acreage
¹ Sherman County: 28-08S-37W
 
 
 
28
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹
 Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) Four months later, on July 13, 2012, Bent Tree assigned those mineral rights to WCT Resources
 Ø (4) WCT Resources still retains this acreage
¹ Sherman County: 05-08S-41W
 
 
 
29
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On November 30, 2011, Continental Land Resources acquired mineral rights in Wallace County, Kansas¹
 Ø (2) Four months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) Five months later, on August 2, 2012, Continental assigned its mineral rights to WCT Resources
 Ø (4) WCT Resources still retains this acreage
¹ Wallace County: 29-11S-40W and 28-11S-40W
 
 
 
30
 
Examples of adjacent acquisitions
Ø SEC disclosure:
 Ø None
Ø What actually happened:
 Ø (1) On January 13, 2011, Sam B. Rose Oil & Gas assigned mineral rights to WCT Resources in Cowley County,
 Kansas¹
 Ø (2) Nine months later, on September 28, 2011, the Kaufman family assigned mineral rights to SandRidge in
 adjacent acreage
 Ø (3) WCT Resources still retains this acreage
¹ Cowley County: 35-32-6
 
 
 
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Appendix: Oil & Gas Leases
Ø Oil & gas leases in Oklahoma and Kansas are organized by 640-acre sections, which are found within townships and
 ranges
 Ø The nomenclature is Section - Township - Range. For example, Barber County 12-30S-11W means Section 12,
 Township 30 South, Range 11 West
 Ø In our diagrams, we represented each 640-acre section with 16 40-acre grids
Ø For example, the Barber County example on page 16 covered parts of the 12-30S-11W section
 Ø WCT Resources acquires acreage in the eastern part of the section
 Ø Page 3 of the June 2011 assignment from Bent Tree Properties to WCT Resources: “Township 30 South,
 Range 11 West, Section 12: SE/4, E/2 NE/4”. That is the southeast quarter and the eastern half of the
 northeast quarter.
 Ø SD acquires adjacent acreage in northern part of the section
 Ø Page 2 of the July 2011 assignment from Continental Land Resources to SandRidge: “W/2 NE/4 & E/2
 NW/4 of Section 12, Township 30S, Range 11W”. That is the western half of the northeast quarter and the
 eastern half of the northwest quarter.