UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Comstock Resources, Inc.
(Name of Issuer)
Common stock, par value $0.50 per share
(Title of Class of Securities)
205768302
(CUSIP Number)
Thomas L. Walker
Arkoma Drilling, L.P.
Williston Drilling, L.P
JWJ BES, LLC
One Cowboys Way, Suite 100
Frisco, Texas 75034
972-497-4394
with a copy to:
Doug Rayburn
Gibson, Dunn & Crutcher LLP
2001 Ross Ave., Suite 2100
Dallas, Texas 75201
214-698-3442
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 2 of 9 |
(1) |
Names of reporting persons
Arkoma Drilling, L.P. |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ |
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(3) |
SEC use only
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(4) |
Source of Funds (See Instructions)
OO |
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(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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(6) |
Citizenship or Place of Organization
TX |
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Number of |
(7) |
Sole voting power
0 |
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shares beneficially owned by |
(8) |
Shared voting power
146,950,577* |
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each reporting person |
(9) |
Sole dispositive power
0 |
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with: |
(10) |
Shared dispositive power
146,950,577* |
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(11) |
Aggregate amount beneficially owned by each reporting person
146,950,577* |
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(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
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(13) |
Percent of class represented by amount in Row (11)
50.3%** |
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(14) |
Type of reporting person (see instructions)
PN |
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* Consists of 146,950,577 shares of common stock, par value $0.50 per share ("Common Stock"), of Comstock Resources, Inc. (the "Issuer") held by Arkoma Drilling, L.P., a Texas limited partnership ("Arkoma"). Blue Star Exploration Company ("Blue Star") is the general partner of Arkoma and Jerral W. Jones ("Mr. Jones") is a director and the sole shareholder of Blue Star. By virtue of these relationships, Blue Star and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Arkoma. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Arkoma or Blue Star.
** The percentage is calculated based upon 292,260,645 outstanding shares of Common Stock, as disclosed in Comstock Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 3 of 9 |
(1) |
Names of reporting persons
Williston Drilling, L.P. |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ |
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(3) |
SEC use only
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(4) |
Source of Funds (See Instructions)
OO |
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(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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(6) |
Citizenship or Place of Organization
TX |
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Number of |
(7) |
Sole voting power
0 |
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shares beneficially owned by |
(8) |
Shared voting power
47,870,852* |
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each reporting person |
(9) |
Sole dispositive power
0 |
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with: |
(10) |
Shared dispositive power
47,870,852* |
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(11) |
Aggregate amount beneficially owned by each reporting person
47,870,852* |
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(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
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(13) |
Percent of class represented by amount in Row (11)
16.4%** |
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(14) |
Type of reporting person (see instructions)
PN |
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* Consists of 47,870,852 shares of Common Stock held by Williston Drilling, L.P., a Texas limited partnership ("Williston"). Blue Star is the general partner of Williston and Mr. Jones is a director and the sole shareholder of Blue Star. By virtue of these relationships, Blue Star and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Williston. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Williston or Blue Star.
** The percentage is calculated based upon 292,260,645 outstanding shares of Common Stock, as disclosed in Comstock Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 4 of 9 |
(1) |
Names of reporting persons
JWJ BES, LLC |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ |
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(3) |
SEC use only
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(4) |
Source of Funds (See Instructions)
OO |
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(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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(6) |
Citizenship or Place of Organization
TX |
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Number of |
(7) |
Sole voting power
0 |
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shares beneficially owned by |
(8) |
Shared voting power
5,110,370* |
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each reporting person |
(9) |
Sole dispositive power
0 |
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with: |
(10) |
Shared dispositive power
5,110,370* |
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(11) |
Aggregate amount beneficially owned by each reporting person
5,110,370* |
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(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
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(13) |
Percent of class represented by amount in Row (11)
1.7%** |
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(14) |
Type of reporting person (see instructions)
PN |
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* Consists of 5,110,370 shares of Common Stock held by JWJ BES, LLC, a Texas limited liability company ("JWJ BES"). Blue Star is the managing member of JWJ BES and Mr. Jones is a director and the sole shareholder of Blue Star. By virtue of these relationships, Blue Star and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by JWJ BES. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by JWJ BES or Blue Star.
** The percentage is calculated based upon 292,260,645 outstanding shares of Common Stock, as disclosed in Comstock Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 5 of 9 |
(1) |
Names of reporting persons
Blue Star Exploration Company |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ |
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(3) |
SEC use only
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(4) |
Source of Funds (See Instructions)
OO |
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(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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(6) |
Citizenship or Place of Organization
TX |
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Number of |
(7) |
Sole voting power
0 |
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shares beneficially owned by |
(8) |
Shared voting power
199,931,799* |
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each reporting person |
(9) |
Sole dispositive power
0 |
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with: |
(10) |
Shared dispositive power
199,931,799 |
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(11) |
Aggregate amount beneficially owned by each reporting person
199,931,799* |
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(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
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(13) |
Percent of class represented by amount in Row (11)
68.4%** |
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(14) |
Type of reporting person (see instructions)
CO |
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* Consists of (i) 146,950,577 shares of Common Stock held by Arkoma, (ii) 47,870,852 shares of Common Stock held by Williston and (iii) 5,110,370 shares of Common Stock held by JWJ BES. Blue Star is the general partner of Arkoma and Williston and the managing member of JWJ BES and Mr. Jones is a director and the sole shareholder of Blue Star. By virtue of these relationships, Blue Star and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Arkoma, Williston and JWJ BES. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Arkoma, Williston, JWJ BES or Blue Star.
** The percentage is calculated based upon 292,260,645 outstanding shares of Common Stock, as disclosed in Comstock Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 6 of 9 |
(1) |
Names of reporting persons
Jerral W. Jones |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒ |
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(3) |
SEC use only
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(4) |
Source of Funds (See Instructions)
OO |
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(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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(6) |
Citizenship or Place of Organization
USA |
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Number of |
(7) |
Sole voting power
0 |
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shares beneficially owned by |
(8) |
Shared voting power
199,931,799* |
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each reporting person |
(9) |
Sole dispositive power
0 |
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with: |
(10) |
Shared dispositive power
199,931,799* |
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(11) |
Aggregate amount beneficially owned by each reporting person
199,931,799* |
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(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
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(13) |
Percent of class represented by amount in Row (11)
68.4%** |
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(14) |
Type of reporting person (see instructions)
IN |
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* Consists of (i) 146,950,577 shares of Common Stock held by Arkoma, (ii) 47,870,852 shares of Common Stock held by Williston and (iii) 5,110,370 shares of Common Stock held by JWJ BES. Blue Star is the general partner of Arkoma and Williston and the managing member of JWJ BES and Mr. Jones is a director and the sole shareholder of Blue Star. By virtue of these relationships, Blue Star and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Arkoma, Williston and JWJ BES. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Arkoma, Williston, JWJ BES or Blue Star.
** The percentage is calculated based upon 292,260,645 outstanding shares of Common Stock, as disclosed in Comstock Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 7 of 9 |
EXPLANATORY NOTE
This Amendment No. 5 ("Amendment No. 5") amends (i) the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 22, 2018 (the "Original Schedule 13D"), (ii) Amendment No. 1 to the Original Schedule 13D filed with the SEC on June 11, 2019 ("Amendment No. 1"), (iii) Amendment No. 2 to the Original Schedule 13D filed with the SEC on July 17, 2019 ("Amendment No. 2"), (iv) Amendment No. 3 to the Original Schedule 13D filed with the SEC on August 27, 2020 ("Amendment No. 3"), and (v) Amendment No. 4 to the Original Schedule 13D filed with the SEC on March 25, 2024 ("Amendment No. 4" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 5, this "Schedule 13D"). The Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 remain in full force and effect, except as specifically amended by this Amendment No. 5. This Schedule 13D relates to shares of Common Stock of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons used cash to make the purchases of Common Stock listed in the table presented in Item 5(c) below.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby supplemented as follows:
The Reporting Persons file this Amendment No. 5 following a 1.7% increase in the percentage of the class beneficially owned. Between August 5 and August 12, 2024, JWJ BES purchased 5,110,370 shares of Common Stock at the purchase prices set forth in the table presented in Item 5(c) below.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b), (c), (d) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) The information set forth on rows 11 and 13 of the cover pages of this Schedule 13D is incorporated by reference. The percentage is calculated based upon 292,260,645 outstanding shares of Common Stock, as disclosed in Comstock Resources, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
(b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
(c) The table below sets forth the purchases of Common Stock in the open market effected by JWJ BES during the past 60 days.
Date |
Number of Shares Purchased |
Average Price per Share |
August 5, 2024 |
825,000 |
$8.1643 |
August 6, 2024 |
825,868 |
$8.494 |
August 7, 2024 |
825,868 |
$8.8165 |
August 8, 2024 |
825,868 |
$9.4186 |
August 9, 2024 |
825,868 |
$9.7612 |
August 12, 2024 |
981,898 |
$10.1322 |
(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.
(e) Not applicable.
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 8 of 9 |
SIGNATURES
After reasonable 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.
Date: |
August 12, 2024 |
ARKOMA DRILLING, L.P. |
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By: |
Blue Star Exploration Company, its general partner |
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By: |
/s/ Thomas L. Walker |
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Name: Thomas L. Walker |
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Title: Treasurer |
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WILLISTON DRILLING, L.P. |
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By: |
Blue Star Exploration Company, its general partner |
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By: |
Thomas L. Walker |
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Name: Thomas L. Walker |
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Title: Treasurer |
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JWJ BES, LLC |
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By: |
Blue Star Exploration Company, its managing member |
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By: |
Thomas L. Walker |
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Name: Thomas L. Walker |
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Title: Treasurer |
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BLUE STAR EXPLORATION COMPANY |
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By: |
Jerral W. Jones |
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its Sole Shareholder |
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By: |
/s/ Jerral W. Jones |
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Jerral W. Jones |
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By: |
/s/ Jerral W. Jones |
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Jerral W. Jones |
SCHEDULE 13D
CUSIP No. 205768302 |
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Page 9 of 9 |
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: |
August 12, 2024 |
ARKOMA DRILLING, L.P. |
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By: |
Blue Star Exploration Company, its general partner |
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By: |
/s/ Thomas L. Walker |
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Name: Thomas L. Walker |
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Title: Treasurer |
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WILLISTON DRILLING, L.P. |
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By: |
Blue Star Exploration Company, its general partner |
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By: |
Thomas L. Walker |
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Name: Thomas L. Walker |
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Title: Treasurer |
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JWJ BES, LLC |
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By: |
Blue Star Exploration Company, its managing member |
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By: |
Thomas L. Walker |
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Name: Thomas L. Walker |
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Title: Treasurer |
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BLUE STAR EXPLORATION COMPANY |
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By: |
/s/ Jerral W. Jones |
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Jerral W. Jones |
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By: |
/s/ Jerral W. Jones |
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Jerral W. Jones |