DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2009

UNITED REFINING ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33868	42-1732420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

823 Eleventh Avenue New York, NY	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 956-5803

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

UNITED REFINING ENERGY CORP. (“UNITED”) AND CHAPARRAL ENERGY, INC. (“CHAPARRAL”) CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF UNITED AND CHAPARRAL REGARDING, AMONG OTHER THINGS, UNITED’S PROPOSED BUSINESS COMBINATION WITH CHAPARRAL DISCUSSED HEREIN AND THE BUSINESS OF CHAPARRAL, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS: CHANGING INTERPRETATIONS OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; CONTINUED COMPLIANCE WITH GOVERNMENT REGULATIONS; CHANGING LEGISLATION OR REGULATORY ENVIRONMENTS; REQUIREMENTS OR CHANGES AFFECTING THE BUSINESS IN WHICH CHAPARRAL IS, AND UNITED WILL BE, ENGAGED; MANAGEMENT OF GROWTH; INTENSITY OF COMPETITION; GENERAL ECONOMIC CONDITIONS; AS WELL AS OTHER RELEVANT RISKS DETAILED IN UNITED’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER UNITED NOR CHAPARRAL ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS REPORT.

COMMENCING SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, UNITED INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING UNITED’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION WITH CHAPARRAL, AS DESCRIBED IN THIS CURRENT REPORT.

UNITED HAS FILED A PROXY STATEMENT WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS. STOCKHOLDERS OF UNITED AND OTHER INTERESTED PERSONS ARE URGED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ UNITED’S FINAL PROSPECTUS, DATED DECEMBER 11, 2007, ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2008 (THE “ANNUAL REPORT”) AND OTHER REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF UNITED’S OFFICERS AND DIRECTORS AND THEIR AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO UNITED STOCKHOLDERS AND WARRANTHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS. STOCKHOLDERS, WARRANTHOLDERS AND OTHERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE, BY DIRECTING A REQUEST TO UNITED IN WRITING AT 823 ELEVENTH AVENUE, NEW YORK, NY 10019, OR BY TELEPHONE AT (212) 956-5803. FREE COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE (http://www.sec.gov).

UNITED AND CHAPARRAL AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS OF UNITED’S STOCKHOLDERS AND WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS. THE UNDERWRITERS OF UNITED’S INITIAL PUBLIC OFFERING MAY PROVIDE ASSISTANCE TO UNITED, CHAPARRAL AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. A SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO UNITED’S INITIAL PUBLIC OFFERING WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF UNITED’S INITIAL BUSINESS COMBINATION, AND STOCKHOLDERS ARE ADVISED THAT THE UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION. INFORMATION ABOUT UNITED’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS WILL BE INCLUDED IN THE PROXY STATEMENT AND OTHER MATERIALS TO BE FILED BY UNITED WITH THE SEC.

THE INFORMATION ON CHAPARRAL’S WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS CHAPARRAL MAKES WITH THE SEC.

THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Item 8.01. Other Information.

On October 9, 2009, United Refining Energy Corp., a Delaware corporation (“United”, the “Company”, “we”, “us” or “our”), Chaparral Energy, Inc., a privately owned Delaware corporation (“Chaparral”), and Chaparral Subsidiary, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of United (“Merger Sub”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, the Merger Sub will merge with and into Chaparral, with Chaparral surviving as a wholly-owned subsidiary of United, and the Chaparral stockholders will be issued shares of United common stock (the “Transaction”).

Attached as Exhibit 99.1 to this Current Report is the form of presentation United expects to use in connection with presentations to certain of its securityholders, as well as other persons interested in purchasing securities of United, in connection with the Transaction. Such material may be deemed soliciting material in connection with the special meeting of United’s stockholders to be held pursuant to the Merger Agreement.

Note Regarding Non-GAAP Financial Measures

The investor presentation attached as an exhibit hereto contains certain references to EBITDA, which is a non-GAAP financial measure, as defined under Regulation G of the rules and regulations of the SEC. Chaparral defines EBITDA as net income (loss), adjusted to exclude (1) interest and other financing costs, net of capitalized interest, (2) income taxes, (3) depreciation, depletion and amortization, (4) unrealized (gain) loss on ineffective portion of hedges and reclassification adjustments, (5) non-cash change in fair value of non-hedge derivative instruments, (6) interest income, (7) non-cash deferred compensation expense (gain), (8) gain or loss on disposed assets, and (9) impairment charges and other significant, unusual non-cash charges. Any cash proceeds received from the monetization of derivatives with a scheduled maturity date more than 12 months following the date of such monetization are excluded from the calculation of EBITDA.

Chaparral’s management uses EBITDA as a supplemental financial measurement to evaluate Chaparral’s operational trends. Items excluded generally represent non-cash adjustments, the timing and amount of which cannot be reasonably estimated and are not considered by management when measuring Chaparral’s overall operating performance. In addition, EBITDA is the financial measurement that is used in covenant calculations required under Chaparral’s existing secured credit facility and is expected to be used in covenant calculations required under Chaparral’s new secured credit facility. Chaparral considers compliance with the liquidity and debt covenants included in these agreements to be material. EBITDA is used as a supplemental financial measurement in the evaluation of Chaparral’s business and should not be considered as an alternative to net income, as an indicator of its operating performance, as an alternative to cash flows from operating activities, or as a measure of liquidity. EBITDA is not defined under GAAP and, accordingly, it may not be a comparable measurement to those used by other companies.

A reconciliation of net income (loss) to Adjusted EBITDA for the year ended December 31, 2008 can be found in the Preliminary Proxy Statement of United Refining Energy Corp. filed with the SEC on October 13, 2009 under the heading “Chaparral’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non GAAP Financial Measures and Reconciliations”, and such reconciliation is incorporated herein by reference. EBITDA in the investor presentation is calculated in the same manner as Adjusted EBITDA in United’s Preliminary Proxy Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Investor presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 14, 2009	UNITED REFINING ENERGY CORP.
	By:	/s/ John Catsimatidis
	Name:	John Catsimatidis
	Title:	Chairman and Chief Executive Officer

Exhibit Index

Exhibit Number	Description
99.1	Investor presentation

EX-99.1

Roadshow Presentation

October 2009

Roadshow Presentation

October 2009

Exhibit 99.1

2

2

Confidential Information

Confidential Information

This presentation contains forward-looking statements. These forward-looking statements relate to, among other things, our

financial and operating performance and results, our business strategy, market prices, our future commodity price risk

management activities, and our plans and forecasts. We have based these forward-looking statements on our current

assumptions, expectations and projections about future events.

We

may

use

the

words

“may,”

“expect,”

“anticipate,”

“estimate,”

“believe,”

“target,”

“continue,”

“intend,”

“plan,”

“budget”

and

other similar words to identify forward-looking statements. You should read statements that contain these words carefully

because they discuss future expectations, contain projections of

results of operations or of our financial condition and/or

state other “forward-looking”

information. We do not undertake any obligation to update or revise publicly any forward-

looking statements, except as required by law. These statements also involve risks and uncertainties that could cause our

actual results or financial condition to materially differ from our expectations in this presentation, including, but not limited to

fluctuations in prices of oil and natural gas, future capital requirements and availability of financing, estimates of reserves,

geological concentration of our reserves, risks associated with drilling and operating wells, discovery, acquisition,

development and replacement of oil and natural gas reserves, cash flow and liquidity, timing and amount of future

production of oil and natural gas, availability of drilling and production equipment, marketing of oil and natural gas,

developments in oil-producing and natural gas-producing countries, competition, general economic conditions,

governmental regulations, receipt of amounts owed to us by purchasers of our production and counterparties to our

commodity price risk management contracts, hedging decisions, including whether or not to enter into derivative financial

instruments, terrorist attacks, actions by third-party co-owners of interests in properties in which we also own an interest,

and fluctuations in interest rates.

We believe it is important to communicate our expectations of future performance to our investors. However, events may

occur

in

the

future

that

we

are

unable

to

accurately

predict,

or

over

which

we

have

no

control.

When

considering

our

forward-looking

statements,

you

should

keep

in

mind

the

risk

factors

and

other

cautionary

statements

found

in

the

proxy

statement of United Refining Energy Corp. filed with the Securities and Exchange Commission on October 13, 2009. The

risks

noted

therein

and

other

factors

noted

throughout

the

proxy

statement

provide

examples

of

risks,

uncertainties

and

events that may cause our actual results to differ materially from those contained in any forward-looking statement. Please

read

the

section

entitled

“Risk

Factors”

in

the

referenced

proxy

statement

for

a

discussion

of

certain

risks

of

our

business.

3

3

Agenda

Agenda

Introduction and Transaction Summary

Company Overview

Enhanced Oil Recovery Opportunities

Financial Overview

4

4

Management Presenters

Management Presenters

Mark Fischer

Chairman, CEO and

President

Joe Evans

CFO

John Catsimatidis

Chairman and CEO

Privately held independent, mid-cap oil & gas

exploration and production company

Founded in 1988

Publicly traded Special Purpose Acquisition

Company (SPAC) with $452 million in funds

Formed on June 25, 2007

United Refining Energy (URX)

Chaparral Energy (CPR)

5

5

Transaction Summary

Transaction Summary

Chaparral:

59%;

URX

Public:

35%;

URX

Sponsor:

6%

(1)

Ownership Summary

December 2009

Expected Close

New credit facility to replace Chaparral existing facility

Credit Facility

Public and insider warrants redeemed at $0.50 per warrant and/or

restructured

Warrants

CEO: Mark Fischer

Executive Chairman: John Catsimatidis

Nine-member board with five independent directors

Management and Board

Chaparral

receives

$300

million

(1)

cash

for

working

capital

Chaparral shareholders receive 58 million common shares and 20

million contingent shares

Chaparral shareholders exchange their entire equity stake for shares in

the combined entity

URX sponsor shares restructured into 5.6 million common shares and

5.6 million contingent shares forfeitable based on performance

Contingent shares awarded from 2010 to 2014 upon achievement of

share price and EBITDA targets

Consideration

Chaparral Energy to go public through a merger with United Refining

Energy Corp. (AMEX: URX)

Total transaction size: $1.8 billion

Transaction

Notes:

1)

Assuming 24% of URX public shareholders redeem their shares for cash and 50% of URX warrants are redeemed for cash

at

$0.50

per

warrant,

Chaparral

receives

approximately

$300MM

in

cash

6

6

URX Rationale

URX Rationale

Transaction is a tremendous opportunity for growth given size and diversity of

portfolio with significant upside potential for stock price appreciation

Chaparral is a project & prospect rich company; URX cash infusion allows

accelerated realization of value

Attractive investment proposition with aggregate transaction value implying 2010E

EBITDA

multiple

of

5.3x,

a

31%

discount

to

E&P

peer

group

(1)

Experienced management team that has built a track record of steady growth

Substantial asset base of long-lived properties with a large inventory of low risk

exploitation opportunities, as well as near-term high-potential drilling projects

Offers the potential for substantial long-term reserve and production growth through

a

robust

portfolio

of

EOR

projects

utilizing

CO

2

with

numerous

candidates

for

development

Notes:

1)

Valuation

as

of

October

12,

2009.

Peer

group

includes

ARD,

CXO,

DNR,

EAC,

PXD,

REN

and

WLL

7

7

Chaparral Overview

Chaparral Overview

Founded in 1988, based in Oklahoma City

Core areas are Mid-Continent and Permian Basin

Comprise 90% of reserves and 87% of 1Q-2Q 2009 production

Third largest oil producer in Oklahoma

Substantial resource potential

Long-lived, shallow-decline conventional reserve base

Significant resource potential via Enhanced Oil Recovery portfolio and infrastructure

as well as Woodford shale gas opportunities

Successful acquisition track record

September 2005: $158 million CEI Bristol, 19 MMBoe of proved reserves

October 2006: $500 million Calumet Oil, 58 MMBoe of proved reserves

Experienced management team with high ownership stake

Operational Stats

Proved Reserves:

% Oil:

Production:

SEC Reserve Value ($PV-10):

R / P:

12/31/08

113 MMBoe (SEC)

45%

19 MBoe/d

(Annual Avg.)

$933MM

16 years

6/30/09

146 MMBoe (SEC)

62%

21 MBoe/d (1H 2009)

$1.52Bn

19 years

8

8

Operating Areas

(1)

Operating Areas

(1)

As of June 30, 2009 (SEC)

Core Area

Growth Area

Acreage

Field Offices

Headquarters

North Texas

Reserves: 2.7 MMBoe, 2% of total

Production: 0.5 Mboe/d, 2% of total

Acreage (gross / net): 33,352 / 26,464

Permian Basin

Reserves: 17.4 MMBoe, 12% of total

Production: 4.9 Mboe/d, 23% of total

Acreage (gross / net): 98,655 / 73,618

Rocky Mountains

Reserves: 2.7 MMBoe, 2% of total

Production: 0.3 MBoe/d, 1% of total

Acreage (gross / net): 46,770 / 17,302

Company Total

June

2009

proved

reserves

–

146

MMBoe

1H

2009

average

daily

production

–

21

MBoe/d

Acreage (gross / net): 1,276,505 / 638,936

Val Verde

Basin

Sabine

Uplift

Midland

Basin

Delaware

Basin

Ouachita

Uplift

Arkoma

Basin

Fort

Worth

Basin

Williston

Basin

Powder

River

Basin

Greater

Green

River

Basin

San

Juan

Basin

Anadarko

Woodford

Basin

OKC

Notes:

1)

Reserve and production data as of June 30, 2009; acreage as of 12/31/08

Gulf Coast

Reserves: 6.6 MMBoe, 5% of total

Production: 1.3 MBoe/d, 6% of total

Acreage (gross / net): 94,361 / 57,571

Mid-Continent

Reserves: 113.2 MMBoe, 78% of total

Production: 13.6 MBoe/d, 64% of total

Acreage (gross / net): 976,447 / 449,209

Ark-La-Tex

Reserves: 2.9 MMBoe, 2% of total

Production: 0.7 MBoe/d, 3% of total

Acreage (gross / net): 26,920 / 14,772

9

9

Investment Highlights

Investment Highlights

Long-lived, oil-oriented, diverse production base (6/30/09 R/P: 19 years)

Large inventory of near-term, high-potential, drilling opportunities

Strategic vision to capture value long-term via Enhanced Oil Recovery (EOR)

Financial flexibility to execute growth strategy

Proven management and financial sponsor

All current shareholders exchange their entire

equity stake for shares in the combined entity

Earn-out structure fully aligns sponsor and

management with new Chaparral shareholders

10

10

Company Overview

Company Overview

11

11

Operating and Financial Strategy

Operating and Financial Strategy

Increase reserves and production through drilling of low-risk inventory

Acquire mature properties and enhance production and reserves through

drilling and operational efficiencies

Expand EOR operations including CO

2

infrastructure

Selectively pursue strategic opportunities with significant upside potential

Hedge production to stabilize cash flow

Achieve growth objectives while maintaining strong liquidity position

12

12

Strong Record of Reserve and Production Growth

Strong Record of Reserve and Production Growth

Year-End Reserves (MMBoe)

(1)

141466

113

164

151

103

73

51

0

25

50

75

100

125

150

175

2003

2004

2005

2006

2007

2008

Jun-09

2003 –

June 2009 CAGR = 21.1%

Annual Production (MMBoe)

9.9

7.6

7.1

6.8

5.4

4.2

3.2

2.6

0

2

4

6

8

10

12

2003

2004

2005

2006

2007

2008

2009E

2010E

2003 –

2009E

CAGR = 19.6%

146

Note:

1)

Reserves as of June 30, 2009 are based on flat SEC pricing of $69.89/Bbl and $3.89/Mcf

Chaparral’s reserve replacement ratio has averaged 599% per year since 2002

13

13

2008 Reserve Bridge

2008 Reserve Bridge

SEC YE 2008 Pricing

146.0

32.6

(4.4)

164.5

(7.1)

2.4

11.0

0.7

(53.7)

113.4

0

20

40

60

80

100

120

140

160

180

YE 2007

Reserves

Production

Acquistions /

Divestures

Extensions /

Discoveries

Improved

Recovery

Revisions

Due to

Price

Other

Revisions

YE 2008

Reserves

Price Revisions

and Other

1H 2009

Reserves

Proved Reserves decreased by 51 MMBoe in 2008

Significantly lower YE 2008 prices –

$44.60/Bbl, $5.62/MMBtu

Select higher-cost EOR properties became uneconomic

(1)

Note:

1)

Change

from

YE2008

to

1H2009

reserves

due

to

increased

commodity

prices,

extensions

and

discoveries,

and

reduced

by

oil and gas production

14

14

Stable Base and Growth Potential

Stable Base and Growth Potential

Stable Producing Base

Long-lived reserve base

•

8.8% projected annual

decline in PDP production

from 2009 to 2023

(1)

62% oil concentration

66% proved developed

reserves

86% of proved reserves

operated

85% of PDP production

hedged over the next two

years to stabilize cash flow

Highly diversified production

across fields (8,324 wells)

Note:

1)

Percent

decline

is

average

annual

decline

rate

of

PDP

production

from

third-party

reserve

reports

Low-Risk Long-Term Upside

Significant Near-Term

Growth

170 MMbo

potentially

recovered through EOR

properties

Reserve growth through CO

2

infrastructure

Woodford Shale developments

3,997 identified additional

potential drilling locations

15-year inventory of drilling

locations at 363 drilling rate of

240 operated wells and 123

outside operated wells

835 enhancement projects

363 wells planned for 2010

with expected production of

13.9 MBopde

Low-risk infill or step-out wells

(98% success rate in 2006-

2008)

1,487 identified proved

undeveloped drilling locations

•

Primarily focused on the

Mid-Continent region with

1,199 locations

Undeveloped acreage:

108,894 net acres

15

15

Drilling Opportunities

Drilling Opportunities

19,171

54,447

596

86.4

4,579

53

Permian Basin

108,894

14,340

0

2,611

6,731

66,041

Undeveloped

Acreage

(net)

530,042

43,231

14,772

14,691

19,733

383,168

Developed

Acreage

(net)

3,997

46

34

102

191

3,028

Identified

Additional

Potential

Drilling

Locations

33.4

49,636

1,487

Total

226.3

1,132

5

Gulf Coast

125.6

503

4

Ark-La-Tex

10.2

1,050

103

Rocky Mountains

6.0

739

123

North Texas

(1)

34.7

41,633

1,199

Mid-Continent

MBoe

per

Proved

Undeveloped

Location

(net)

Proved

Undeveloped

Reserves

(net MBoe)

Identified

Proved

Undeveloped

Drilling

Locations

(1)

Note:

1)

High number of drilling locations due to low ownership percentage in acreage

16

16

$7.6

$10.4

$10.5

$12.2

$13.9

$14.1

$46.8

$49.6

0

5

10

15

20

25

30

35

40

45

50

Tunstill

Camrick

Osage County

SWAGSU

Haley

Woodford Shale

Cleveland Sand

Granite Wash

Capital Budget

Capital Budget

125 

20 

3 

31 

71 

2009

Expanded

Budget

377

302 

230 

667 

Total

43

25 

15 

13 

Tertiary Recovery 

30

46 

50 

489 

Acquisitions

(1) 

22

55 

44 

31 

Enhancements 

282

176 

121 

134 

Drilling 

2010

Prelim

Budget

2008

2007

2006

Component

Note:

1)

2006 Includes major acquisition of Calumet Oil Company

2010E Oil and Gas Capital Expenditures

6%

11%

75%

8%

Drilling

EOR

Enhancements

Acquisitions

7%

14%

75%

4%

Mid-Continent

Other

Gulf Coast

Permian

Basin

2010E Drilling CAPEX by Major Plays

Conventional Drilling

EOR Drilling

Oil & Gas Capital Expenditures ($MM)

$MM

17

17

Washita County, OK

Granite Wash “A”, “B”

& “C”

Zones

Horizontal drilling

12,500’

depth

Initial production rates:

–

3 –

5 mmcf/d

& 200 –

500 Bbl/d

Scheduled to drill 12 wells in 2010

Roxanne 1-17H

Chap Op & 25% WI

IP: 7.7 MMcf/d, 736 Bbl/d

Peters 2H-19

Chap Op & 70% WI

IP: 4.8 MMcf/d, 240 Bbl/d

Gunter 2H-14

Chap Op & 70% WI

IP: 6.5 MMcf/d, 500 Bbl/d

Simpson 4-26H

St. Mary’s Op, Chap: 16% WI

IP: 5 MMcf/d, 200 Bbl/d

West 7-35H,

St. Mary’s Op, Chap: 11% WI

IP: 5.2 MMcf/d, 480 Bbl/d

Kliewer #2-18H

CHK Op, Chap: 18% WI

IP: 5.5 MMcf/d, 400 Bbl/d

Kliewer #1-18H

CHK Op, Chap: 18% WI

IP: 11.6 MMcf/d, 700 Bbl/d

Recently Drilled Wells

Proposed Wells

Sections w/Chap Interests

Granite Wash Sand Play –

Washita County

Granite Wash Sand Play –

Washita County

24

Potential drill locations:

23.7%

Avg working interest:

1,620

Chaparral net acres:

$6.4

Gross CapEx / well ($MM):

0.7

Gross reserves / well (MMboe):

Formation

Roxanne 2-17H

Chap Op & 25% WI

Questar

-

Completing

18

18

Granite Wash Sand Play -

Wheeler Co., TX

Granite Wash Sand Play -

Wheeler Co., TX

Brown “6”

#2H WI 25%

Proposed

Brown “8”

#2H 100%

Proposed

Britt 7-9H  WI 40%

Awaiting Completion

Britt 8-5H  WI 12.5%

Awaiting Completion

21MMcfe/d

27.1MMcfe/d

10MMcfe/d

17MMcfe/d

Brown Area

Britt Area

Britt

#7-12H Drilling WI 40%

Britt  #7-11H Drilling WI 40%

Britt  #8-6H Drilling WI 12.5%

Britt  #8-4H Drilling WI 12.5%

20

Potential

drill

locations:

34.9

Avg working interest:

1,175

Chaparral net acres:

$7.38

Gross CapEx / well

($MM):

1.0

Gross reserves / well

(MMboe):

Formation

Horizontal Drilling

Scheduled to drill

6 wells in 2010

Depth 12,500’

19

19

Cleveland Sand Play

Cleveland Sand Play

Ellis County Area

Horizontal drilling

Tight sand play

Depth: 8,300 –

9,800 feet

Scheduled to drill 30 wells

in 2010

Aledo-Bray Area

Milton #3H-26 Recently Completed

Gilson

2H-24,

Chap

Op

with

100%

WI

1.8 mmcf/d, 240 BOPD

State

A

6H-36,

Chap

Op

with

100%

WI

2.8 mmcf/d, 250 BOPD

Bray #3-4H Currently Drilling

57

Potential drill locations:

62%

Avg working interest:

8,100

Chaparral net acres:

$2.6 -

$4.4

Gross CapEx / well ($MM):

0.3 –

0.5

Gross reserves / well (MMboe):

Formation

Robertson #3-34H Proposed

Bray #4-4H Proposed

20

20

Unconventional Gas: Woodford Shale

Unconventional Gas: Woodford Shale

Chaparral Operated Wells

Chaparral Non-Operated Wells

Industry Recently Permitted or Currently Drilling Locations

Industry Completed Woodford Horizontal Wells

Ellis

Blaine

Dewey

Kingfisher

Grady

Caddo

Washita

Beckham

Roger Mills

Custer

Canadian

Chaparral’s Acreage

21,600 (+/-) net acres held by

production (HBP), 1,080 non-producing acres

Potential drilling locations          142

Play Economics

(1)

4.0 –

6.0 Bcfe gross per well with

4,000 foot lateral

Completed well costs: $7 –

$9 million

Recent Industry Woodford Gross IPs

Golden

1

–

3H:

8.3 MMcfe/d

Guinn

1

–

10H:

7.1 MMcfe/d

Dixie 1 –

4H:

5.9 MMcfe/d

Drilling Activity

Expect to drill 10 wells in 2010

Currently drilling: Kurtz 1-14H

Proposed drilling: Cana 1-5H, Cana 1-34H,

Cana 1-35H

Note: 1) Play economics sourced from Cimarex May 2009 presentation

21

21

Haley Play Area

Haley Play Area

University 19-3-1, APC Op, IP: Jan ’07

12 month avg –

18.2 mmcfe/d

Bowdle 47-2, Chap Op & 98% WI

TD: 3Q08, IP 18.8 mmcfe/d

Bowdle 48-1R, APC Op, IP Sept ’06

12-month avg: 3.5 mmcfe/d

Haley 36-4, Chap Op, 91% WI, IP Aug ’06

12-month avg: 1.8 mmcfe/d

Bowdle 48-3, APC Op,

2.8 mmcfe/d

Bowdle 47-4, Chap Op & 98% WI

Currently drilling / Re-entering

Deep Drilling Locations

Drilling

or

Recent

Completions

Chaparral Acreage

Atoka and Morrow Play

(17,700’

depth)

Expensive wells

High production rates

Large reserve potential

Haley 36-5, Chap op, 78% WI,

Next proposed location

1

2010 Scheduled drill locations:

74%

Avg

working interest:

3,840

Chaparral net acres:

$10.2

Gross CapEx / well ($MM):

1.9

Gross reserves / well (MMboe):

Morrow

Formation

Atoka

5

2010 Scheduled drill locations:

74%

Avg

working interest:

3,840

Chaparral net acres:

$2.1

Gross CapEx / well ($MM):

0.3

Gross reserves / well (MMboe):

Springs

Formation

Bone

22

22

Southwest Antioch Gibson Sand Unit

Southwest Antioch Gibson Sand Unit

Chaparral’s second largest play by

proved reserves

—

4% of proved reserves

Location: Garvin Co., OK

Depth: 7,000 feet

Scheduled to drill 12 wells in 2010

Garvin County, OK

40

Potential drill locations:

99

Avg working interest:

9,520

Chaparral net acres:

$1.0

Gross CapEx / well ($MM):

0.125

Gross reserves / well (MMBoe):

Formation

73.0

Current Gas-in-Place (Bcf):

142.5

Cumulative Injection (Bcf):

261.4

Cumulative Gas Recovery (Bcf):

19.1

Secondary Oil Recovery (MMboe):

21.2

Primary Oil Recovery (MMboe):

6.4

Total Proved Reserves (MMBoe):

Unit Statistics

23

23

Osage County/Burbank Area

Osage County/Burbank Area

Osage County, OK

North Burbank Unit

South Burbank Unit

West Fairfax Chat

Chaparral’s largest property

Producing depth: 3,000ft.

1 company rig currently running

Scheduled to drill 38 wells in 2010

187

Potential drill locations:

89.4%

Avg working interest:

66,380

Chaparral net acres:

$0.4

Gross CapEx / well ($MM):

0.1

Gross reserves / well (MMboe):

Formation

24

24

Tunstill Field Play

Tunstill Field Play

BELL CANYON SAND

Loving Co.

Reeves Co.

292

Potential drill locations:

100%

Avg working interest:

10

Total seismic sq.mi.:

20,640

Chaparral net acres:

$0.9

Gross CapEx / well ($MM):

0.1

Gross reserves / well (MMboe):

Formation

Recently Drilled Locations

Farm-In Acreage:  10,920 acres 

Existing Acreage:  9.400 acres

Location: Loving County, Texas

Substantial Bone Springs potential

Delaware Basin

Multi-pay environment

Depth: 3300-5200 feet

Scheduled to drill 10 wells in 2010

CHERRY CANYON SAND

25

25

Enhanced Oil Recovery Opportunities

Enhanced Oil Recovery Opportunities

Chaparral utilizes CO

2

and polymer EOR techniques

CO

2

EOR

involves

injection

of

CO

2

and

water

to

enhance

hydrocarbon

mobility to drive hydrocarbons to wells

Polymer EOR improves areal sweep efficiency and minimizes channeling

26

26

North Burbank Unit –

Polymer & CO

2

Tertiary Recovery

North Burbank Unit –

Polymer & CO

2

Tertiary Recovery

Proved Reserves: 30 MMBoe

WI

-

99.25%

(operated

property)

Size

-

23,080

acres;

Depth

-

3,000’

Cum.

Recovery

-

317

MMBO

(primary

&

secondary)

Producing

zone

-

Bartlesville

Reservoir

–

2

Tier

Wells -

269 producing, 193 injection, 493 TA

Upside

Potential

-

Polymer

EOR

—

Phillips instituted polymer EOR Program on 1,440 acres

from

1980

-

1986

as

pilot

area

—

Production increased from 500 BOPD to

1,200 BOPD

—

Phillips incremental oil recovery 2.4MMBO

—

Reinstituted  polymer flood on 485 acres; $6MM cost, 19

well pattern

Return 400+ wells to production; 6-25 BOPD per well

CO

2

EOR Potential

Chaparral

Polymer Pilot

Phillips’

Polymer Project

North Burbank Improved Recovery

60

70

80

90

100

110

120

130

140

150

160

Boe/d

27

27

Camrick Area CO

2

Tertiary Recovery

Camrick Area CO

2

Tertiary Recovery

Consists of three unitized fields

Operated with an average working interest of

54%

CO

2

injection has improved gross production in

Camrick Area from 175 Bbls/day to 1,600

Bbls/day

Expansion of CO

2

injection operations is

currently underway and is expected to be

implemented across all units

14.4

Estimated tertiary CO

2

recovery (Mmbo)

13.1

Secondary oil recovery (Mmbo)

16.6

Primary oil recovery (Mmbo)

125.6

OOIP (Mmbo)

15,200

Net Acreage

Morrow

Reservoir

NW Camrick, Camrick and Perryton Units:  8/8 Basis

Beaver & Texas Counties, OK

Camrick

CO

2

Flood

Oil Production by Month

Camrick Area, OK

28

28

Substantial Upside With CO

2

Tertiary Recovery

Substantial Upside With CO

2

Tertiary Recovery

CO

2

project inventory

—

6 proved reserve projects

—

55 additional projects identified

CO

2

Infrastructure

—

366 miles of existing line

—

46 MMcfe/d

of CO

2

supply

Includes

connecting

15

-

18

MMcf/d

of CO

2

from Arkalon

—

16 mile expansion in 2008

—

$20 million spent in 2008

$79.9 million investment

$196.4 million net cash flow

$65.7 million PV-10

3.5x ROI

39.5% IRR

CO

2

Tertiary Recovery Projects

Economics (6 Proved Reserves Projects)

29

29

Currently Owned CO

2

Development Potential

Currently Owned CO

2

Development Potential

Total OOIP

3,140 MMBO

Primary Production

543 MMBO

Secondary Recovery

517 MMBO

Tertiary Potential  

301 MMBO

Net Tertiary Potential

170 MMBO

Existing

CELLC

CO

2

Pipelines

Existing

Third

Party

CO

2

Pipelines

Proposed

CELLC

CO

2

Pipelines

Owned

Active

CO

2

fields

Owned Potential CO

2

fields

CO

2

Source Locations

30

30

CO

2

Infrastructure & Resource Potential

CO

2

Infrastructure & Resource Potential

Chaparral CO   Pipelines

Proposed Chaparral Pipelines

Third Party Pipelines

Cum. Recovered 1-3 MMBO

Cum. Recovered 3-5 MMBO

Cum. Recovered 5-10 MMBO

Cum. Recovered 10+ MMBO

2

31

31

EOR Potential

EOR Potential

CO

2

-

EOR

is

the

fastest

growing

form

of

Enhanced

Oil

Recovery

in

the

US

206,000 BOPD in 2004, mostly in Permian Basin and New Mexico

4% of US crude oil production

Traditional oil recovery methods leave behind 390 billion barrels already discovered

1.5

11.5

17.8

154

Illinois & Michigan

11.8

65.6

89.6

222

Mid-Continent

6.9

27.5

44.4

239

Gulf Coast

5.2

57.3

83.3

172

California

Technically Recoverable

(Billion Barrels)

ROIP

(Billion Barrels)

OOIP

(Billion Barrels)

CO

2

–

EOR Technically Recoverable Resource Potential

U.S. Department of Energy –

Office of Fossil Energy –

Office of Oil and Natural Gas

88.7

5.9

2.7

17.3

4.2

20.8

12.4

390.0

581.7

1,581

Total

15.7

28.1

99

Louisiana Offshore

9.5

13.2

93

Williston

73.6

109.0

199

Texas: East & Central

22.6

33.6

162

Rocky Mountains

61.7

95.4

207

Permian

45.0

67.3

34

Alaska

All Reservoirs (Ten Basins / Areas Assessed)

No. Large Reservoirs

Assessed

Basin / Area

Source:Advanced

Resources International, February 2006

Notes:

1)

Original oil in place, in all reservoirs in basins / areas

2)

Remaining oil in place, in all reservoirs in basins / areas

(1)

(2)

32

32

Financial Overview

Financial Overview

33

33

Capitalization and Cash Proceeds

Capitalization and Cash Proceeds

6.02

8.07

Total Debt / June 30, 2009 Proved Reserves ($/Boe)

2.6

3.5

Total Debt / 2010 EBITDA (x)

74%

99%

Total Debt / Total Capitalization (%)

Credit Statistics

1,190

1,190 

Total Capitalization 

311

300 

11 

Stockholder’s Equity 

795

1,095 

Net Debt

879

(300)

1,179

Total Debt

648

648

Senior Notes, Net

10 

10

Installment Notes Payable, Due 2013

14

14

Real Estate Mortgage Notes, due 2011 Through 2039

207

(300)

507

Revolving Credit Line, Due 2010

Debt

84

84

Cash and Cash Equivalents

Pro Forma

Adjustments

(1)

2Q09

($MM)

Chaparral Capitalization

(109)

Redemptions

(1)

($MM)

300

Total Cash Proceeds

(28)

Transaction Fees

(15)

Warrant Repurchase

(1)

452 

Beginning URX Cash

URX Cash Proceeds

Notes:

1)

Assumes 24% redemptions of URX public shares and $0.50 warrant repurchase price for 50% of outstanding warrants

2)

2010E EBITDA estimates based on IBES consensus; Debt pro forma for announced transactions; Chaparral debt based on

June 30, 2009 debt pro forma for URX investment

Total Debt / 2010E EBITDA

(2)

2.6

2.3

3.9

2.0

3.6

1.7

2.1

0.0

1.0

2.0

3.0

4.0

5.0

PQ

CWEI

SD

PETD

KWK

HK

CPR

Pro Forma

B+

B (Stable)

B (Neg)

B-

34

34

Historical and Projected Financials

Historical and Projected Financials

339.4

194.7

280.2

6.7

(86.0)

176.7

22.4

33.8

120.5

450.2

0.4

19.8

3.4

7.1

57.61

7.72

96.23

2008A

(81.2)

(88.9)

Interest (Expense)

253.1

138.7

Discretionary Cash Flow

0.9

15.1

Other Income / (Expense)

412.8

129.3

Total Capex

(2)

334.3

220.2

EBITDA

182.0

143.4

Operating Expenses

29.3

23.6

General and Administrative Expenses

39.0

21.5

Production and Ad Valorem Taxes

113.7

98.3

Lease Operating Expenses

515.4

348.4

Revenue Including Cash Settled Derivatives ($MM)

0.5

0.4

NGL (MMBbls)

29.7

22.5

Gas (Bcf)

4.4

3.5

Oil (MMBbls)

9.9

7.6

Production (MMBoe)

48.00

38.51

NGL –

Wellhead ($/Bbl)

4.97

3.34

Gas –

Wellhead ($/Mcf)

71.36

56.44

Oil –

Wellhead ($/Bbl)

Price Forecasts

(1)

2010E

2009E

Note:

1)

Based on September 30, 2009 strip price of $60.39 / Bbl and $4.24 / Mcf in 2009 and $73.84 / Bbl and $6.21 / Mcf in 2010

2)

Includes oil & gas capex, non-drilling capex, and capitalized general and administrative expenses

35

35

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Hedge Portfolio

Hedge Portfolio

Provides financial security for next two volatile price years

Leaves upside pricing potential for outer years

Hedged natural gas basis for 85% of proved developed production for 2010 and 2011 to eliminate basis blow out

Note:

1)

Dollars represent average strike price of hedges (includes all derivative instruments)

(2)

Jan-Mar 2011

Jan-Dec 2010

Aug-Dec 2009

Gas Basis Hedges

83%

$0.74

87%

$0.81

80%

$0.93

% Gas

PDP

Price

Sep –

Dec  2009

2010

2011

$8.00

$7.43

$7.38

$67.33

$67.45

$65.60

$10.00

$10.00

$110.00

$110.00

$110.00

$13.85

$11.53

$164.00

$169.00

$153.00

Oil Collars

Oil Swaps

Gas Swaps

Gas Collars

Current discounted

MTM value of all

hedges is a $33 million asset, based

on Oct 5, 2009 commodity prices

2Q 2009 -

monetized 2012 & 2013

contracts, net cash proceeds      

$102 million

4Q 2008 and 1Q 2009 –

monetized

portion of 2009 contract, net cash

proceeds $42 million

% of

Proved

Developed

Producing

Hedged

(September

30,

2009)  

36

36

Valuation and Ownership

Valuation and Ownership

10.05

Implied

Share

Price

($)

(2)

97.8

Total Shares Outstanding

983

Equity Value

(43)

Less:

Transaction

Fees

and

Warrant

Redemption

(1)

(1,095)

Less: Net Debt

343

Add:

URX

Cash

(1)

1,778

Aggregate Value

5.3

2010E AV / EBITDA (x)

334

2010E EBITDA

$MM, Unless Noted

Breakeven Valuation

Ownership Summary

URX Public

URX Sponsor

*

Altoma

*

Notes:

1)

Assumes 24% redemptions of URX public shares and $0.50 warrant repurchase price for 50% of outstanding warrants

2)

Share price based on redemption value of URX public shares assuming $452 million in trust as of Sept. 30, 2009 and 45 million public shares

3)

As

of

October

12,

2009

based

on

IBES estimates and company filings pro forma for announced transactions

Aggregate

Value

/

2010E

EBITDA

(3)

5.3

9.5

8.6

7.8

7.7

7.5

6.2

5.3

0.0

2.0

4.0

6.0

8.0

10.0

WLL

PXD

REN

CXO

EAC

DNR

ARD

CPR

7.7

Aggregate

Value

/

2008YE

Reserves

(3)

7.96

13.50

16.96

18.99

21.27

24.34

28.93

15.69

0.00

8.00

16.00

24.00

32.00

PXD

REN

WLL

EAC

ARD

DNR

CXO

CPR

18.99

Chesapeake

*

Fischer Investments

*

(Mark Fischer) 

35%

6%

15%

25%

19%

($/Boe)

(x)

*

Subject to one-year lock-up period

Pro Forma

Pro Forma

37

37

Return Potential and Earn-out Overview

Return Potential and Earn-out Overview

Earn-out triggers are based on a 25% annual share

price return

Share price and EBITDA earn-out triggers align

management, sponsor and shareholder

interests

Chaparral eligible to earn up to 20MM contingent

shares over a five year period if share price and

EBITDA targets are met

5MM contingent shares if share price exceeds

$12.50 by YE2010

5MM shares if share price exceeds $15.63 by

YE2011

5MM shares if share price exceeds $19.50 by

YE2012

5MM additional shares if EBITDA exceeds

$600MM by 2014

5.6MM shares issued to URX sponsor in four equal

tranches in accordance with the same earn-out

triggers

Contingent Shares

15%

$19.50

$10.05

$12.50

$15.63

5

8

11

14

17

20

5MM Shares

5MM Shares

5MM Shares

$ / Share

Share Price

Earn-out Shares

Earn-out Share Price Requirements

Chaparral Contingent Shares

38

38

Appendix

Appendix

39

39

7.76

6.80

11.94

2.95

5.70

9.85

9.03

0.00

3.00

6.00

9.00

12.00

15.00

PQ

CWEI

SD

PETD

HK

KWK

CPR

Credit Profile

(1) (2)

Credit Profile

(1) (2)

%

$ / Boe

$ / Boe

x

Notes:

1)

Assumes 24% redemptions of URX public shares and $0.50 warrant repurchase price; Debt as of June 30, 2009 pro forma for URX investment

2)

As of October 12, 2009 based on IBES estimates and company filings pro forma for announced transactions

Pro Forma

Total Debt / Book Capitalization

56

58

98

41

75

43

74

0

20

40

60

80

100

120

PQ

CWEI

SD

PETD

KWK

HK

CPR

Pro Forma

B+

B (Stable)

B-

B (Neg)

Total Debt / 2008YE Proved Reserves

B+

B (Stable)

B-

B (Neg)

Total Debt / 2008YE PD Reserves

10.43

10.63

21.38

6.73

13.09

11.93

12.30

0.00

5.00

10.00

15.00

20.00

25.00

PQ

CWEI

SD

PETD

HK

KWK

CPR

Pro Forma

B+

B (Stable)

B (Neg)

B-

Total Debt / 2010E EBITDA

2.6

2.3

3.9

2.0

3.6

1.7

2.1

0.0

1.0

2.0

3.0

4.0

5.0

PQ

CWEI

SD

PETD

KWK

HK

CPR

Pro Forma

B+

B (Stable)

B (Neg)

B-

40

40

Experienced Management Team

Experienced Management Team

John A. Catsimatidis

Executive Chairman and

Director

Mark A. Fischer

CEO, President,

Co-Founder and Director

Joseph O. Evans

Exec. VP and CFO

Robert W. Kelly II

Sr. VP and

General Counsel

Larry E. Gateley

Sr. VP –

Reservoir

Engineering and

Acquisitions

James M. Miller

Sr. VP –

Operations and

Production Engineering

Chairman

and

CEO

of

Red

Apple

Group

and

United

Refining

Company,

70kb/d

integrated

oil

refiner

Interests in petroleum refining and distribution, real estate, supermarkets and finance

37 years experience in the Mid-Continent and Permain Basin regions

Previous

experience

at

Exxon,

TXO

and

Slawson

Exploration;

co-founded

Chaparral

Energy

in

1988

33 years experience in oil and gas accounting and finance

Audit Partner, Deloitte and Touche’s Energy practice until 1997

28 years experience in oil and gas land, title, and legal affairs

Previous experience with EOG Resources and TXO Production

36 years diversified management, operational, and technical experience

Previous positions included Exxon, Post Petroleum and SMR Energy

22 years experience in petroleum engineering

Previous experience at Robert A. Mason Production Co. and KEPCO Operating Inc.