The Litigation sought damages for Burlington’s alleged failure to timely pay royalty proceeds on oil‑and‑gas production from North Dakota wells operated by Burlington. Burlington expressly denies all allegations of wrongdoing or liability with respect to the claims and allegations in the Litigation. The Court has made no determination with respect to the merits of any of the parties’ claims or defenses. A more complete description of the Litigation, its status, and the rulings made in the Litigation are available in the pleadings and other papers maintained by the United States District Court for the Northern District of Oklahoma in the file for the Litigation.

The Settlement Class in the Litigation consists of the following individuals and entities:

All non‑excluded persons or entities owning mineral interests in North Dakota wells who: (1) received untimely payments from Burlington for royalties in North Dakota wells during the Claim Period; and (2) whose payments did not include the 18% interest required by North Dakota law.

Excluded from the Class are: (1) Burlington, its affiliates, predecessors, and employees, officers, and directors; (2) agencies, departments, or instrumentalities of the United States of America or the State of North Dakota; and (3) any Indian tribe as defined at 30 U.S.C. § 1702(4) or Indian allottee as defined at 30 U.S.C. § 1702(2).

The Claim Period means all periods from and including August 25, 2014, to June 30, 2021.

On August 25, 2023, the Court granted Final Approval to the Settlement in the Litigation between Plaintiff, on behalf of herself and the Settlement Class, and Defendant. The approval and the Notice are not an expression of opinion by the Court as to the merits of any of the claims or defenses asserted by any of the parties to the Litigation, or of whether the Court will ultimately approve the Settlement Agreement.

In settlement of the Released Claims, Defendant paid Four Million Dollars ($4,000,000.00) in cash (“Gross Settlement Fund”). In exchange for this payment, the Settlement Class shall release the Released Claims (as defined in the Settlement Agreement) against the Released Parties (as defined in the Settlement Agreement). The $4,000,000.00 cash payment is referred to as the “Gross Settlement Fund.” The Gross Settlement Fund, less Plaintiff’s Attorneys’ Fees, a Case Contribution Award, and Litigation Expenses and Administration, Notice, and Distribution Costs, and any other costs approved by the Court (the “Net Settlement Fund”), was distributed to participating Class Members pursuant to the terms of the Settlement Agreement.

Class Counsel sought an award of Plaintiff’s Attorneys’ Fees of not more than 40% of the Gross Settlement Fund. Co‑Lead Counsel, Reagan E. Bradford and Ryan K. Wilson of Bradford & Wilson PLLC, and Additional Class Counsel Brady L. Smith of Brady Smith Law, PLLC have been litigating this case without any payment whatsoever, advancing thousands of dollars in expenses. At the Final Fairness Hearing, Plaintiff’s Counsel also sought reimbursement of the Litigation Expenses and Administration, Notice, and Distribution Costs incurred in connection with the prosecution of this Litigation and that will be incurred through final distribution of the Settlement, which is estimated to be approximately $300,000.00. In addition, Plaintiff sought a case contribution award for its representation of the Settlement Class, to compensate Plaintiff for the time, expense, risk, and burden as serving as Class Representative.

The Court approved the Allocation Methodology, which describes how the Settlement Administrator will allocate the Net Settlement Fund. The Settlement Administrator began issuing Distribution Checks to eligible Class Members on January 24, 2024.

The Notice does not and cannot set out all the terms of the Settlement Agreement, which is available for review and download at the Important Documents page. The page includes the Notice, the Initial Plan of Allocation, and Plaintiff’s Counsel’s application for Plaintiff’s Attorneys’ Fees, a Case Contribution Award, and Litigation Expenses and Administration, Notice, and Distribution Costs. You may also receive information about the progress of the Settlement by visiting the Home page, or by contacting the Settlement Administrator.

The Final Fairness Hearing was held on August 25, 2023, beginning at 1:30 p.m. before the Honorable Gregory K. Frizzell for the Northern District of Oklahoma, 333 West Fourth Street, Tulsa, Oklahoma 74103. At the Final Fairness Hearing, the Court considered: (a) whether the Settlement is fair, reasonable, and adequate; (b) any timely and properly raised objections to the Settlement; (c) the Allocation Methodology; (d) the application for Plaintiff’s Attorneys’ Fees and Litigation Expenses and Administration, Notice, and Distribution Costs; and (e) the application for a Case Contribution Award for the Class Representative.

A CLASS MEMBER WHO WISHED TO PARTICIPATE IN THE SETTLEMENT AND DID NOT SUBMIT A VALID REQUEST FOR EXCLUSION DID NOT NEED TO APPEAR AT THE FINAL FAIRNESS HEARING OR TAKE ANY OTHER ACTION TO PARTICIPATE IN THE SETTLEMENT.

By taking no action, your interests were represented by Plaintiff as the Class Representative and Plaintiff’s Counsel. As a Class Member, you are bound by the outcome of the Settlement. The Class Representative and Plaintiff’s Counsel believe that the Settlement is in the best interest of the Settlement Class. As a Class Member, if you were entitled to a distribution pursuant to the Allocation Methodology, you were sent your portion of the Net Settlement Fund, and you are bound by the Settlement Agreement and all orders and judgments entered by the Court regarding the Settlement. Unless you excluded yourself from the Settlement Class, neither you nor any other Releasing Party will be able to start a lawsuit or arbitration, continue a lawsuit or arbitration, or be part of any other lawsuit against any of the Released Parties based on any of the Released Claims.

If you did not wish to be a member of the Settlement Class, then you had to exclude yourself from the Settlement Class. Requests for Exclusion had to be served on the Settlement Administrator, Defendant’s Counsel, and Plaintiff’s Counsel by certified mail, return receipt requested and received no later than 5 p.m. CT on July 20, 2023.

If you did not follow these procedures, you are not excluded from the Settlement Class, and you are bound by all of the orders and judgments entered by the Court regarding the Settlement, including the release of claims. You had to exclude yourself even if you already have a pending case against any of the Released Parties based upon any Released Claims during the Claim Period. If you validly requested exclusion, you will not receive any distribution from the Net Settlement Fund, you cannot object to the Settlement, and you will not have released any claim against the Released Parties. You will not be legally bound by anything that happens in the Litigation.

The deadline to object to the Settlement Class has passed. Any Class Member who wished to object to the fairness, reasonableness, or adequacy of the Settlement, any term of the Settlement, the Allocation Methodology, the Plan of Allocation, the request for Plaintiff’s Attorneys’ Fees, Litigation Expenses, and Administration, Notice, and Distribution Costs, or the request for a Case Contribution Award to Class Representative could have filed an objection. Written objections had to be filed with the Court and served on Plaintiff’s Counsel and Defendant’s Counsel, via certified mail return receipt requested, and received no later than 5 p.m. CDT by July 20, 2023.

UNLESS OTHERWISE ORDERED BY THE COURT, ANY SETTLEMENT CLASS MEMBER WHO DID NOT OBJECT IN THE MANNER DESCRIBED IN THE SETTLEMENT AGREEMENT, WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTON TO THE SETTLEMENT (OR ANY PART THEREOF).

You had the right to retain your own attorney to represent you at the Final Fairness Hearing. If you retained separate counsel, you are responsible to pay his or her fees and expenses out of your own pocket.

The Notice summarizes the Settlement Agreement, which sets out all of its terms. You may obtain a copy of the Settlement Agreement with its exhibits, as well as other relevant documents, from the Important Documents page, or you may request copies by contacting the Settlement Administrator. In addition, the pleadings and other papers filed in this Action, including the Settlement Agreement, are available for inspection in at the Office of the Clerk of the Court, and may be obtained by the Clerk’s office directly. The records are also available on‑line for a fee through the PACER service at www.pacer.gov/.

If you have any questions about the Notice, you may consult an attorney of your own choosing at your own expense or consult Plaintiff’s Counsel.

PLEASE DO NOT CONTACT THE JUDGE OR THE COURT CLERK ASKING FOR INFORMATION REGARDING THIS NOTICE.