PUBLIC NOTICE OF BANKRUPTCY SALE: North Dakota Mineral Interests

Public Notice of Bankruptcy Sale: HYPERAMS Announces Sale of North Dakota Mineral Interests

1. What? HYPERAMS is offering for sale seven (7) separate oil, gas, and other mineral interests located in North Dakota. Current operators of these interests include XTO Energy, Murex Petroleum, and Oasis Petroleum.

Sale is being conducted by HYPERAMS on behalf of Lutheran Social Services of North Dakota (LSS) by order of U.S. Bankruptcy Court, District of North Dakota (Fargo), Petition 21-30203.

An APA has been executed with a Stalking Horse. Qualifying bids must exceed the Stalking Horse purchase amount plus the Break Up Fee.

2. When?

• Qualified Bid Submission: December 15, 2021
• Auction: 9:00 am Central on December 16, 2021 via telephonic or video conference as provided by HYPERAMS
• Transaction closing as soon as possible following Sale Approval Hearing.

3. Qualified Bid and Bid Deadline. North-Dakota-Mineral-Interests-Bidding-Procedures.pdf

Any person that wishes to bid at the Auction must no later than 5:00 p.m. (Central) on December 15, 2021, submit via e-mail to Tom Pabst at [email protected], with a copy to LSS’s counsel Fredrikson & Byron, P.A., Attn: Steven R. Kinsella at [email protected], and LSS’s Chief Restructuring Officer Lighthouse Management Group Inc., Attn: Alex J. Dybsky at [email protected], a package (collectively, a “Bid Package”) that includes all of the following items:

1. A signed non-disclosure agreement in the form provided by HYPERAMS.
2. The identity of the party submitting the bid and any other party participating in such bid.
3. A written acknowledgment that the submitting party agrees to all of the terms set forth in these Bidding Procedures.
4. Written evidence that the submitting party has obtained authorization and approval from its board of directors (or comparable governing body) with respect to the submission of its bid and acceptance of the terms of sale set forth in these Bidding Procedures, or representation that no such authorization or approval is required.
5. Financial statements, bank statements, written evidence of a financing commitment, or other evidence, satisfactory to LSS, each in their sole discretion, of the financial ability to close under its asset purchase agreement within the deadline described above.
6. A signed asset purchase agreement in the form of an APA to be prepared by LSS (the “Form APA”), “red-lined” against the Form APA to show all modifications required by the submitting party. Such asset purchase agreement shall be without contingency for financing, further due diligence, or “material adverse change,” and shall not contain a break-up fee or expense reimbursement. All modifications must be acceptable to LSS, in consultation with Lighthouse Management Group, Inc., CRO for LSS, and to any secured party if any modifications would result in less than full payment of such party’s secured claims. LSS will use its sole discretion and reasonable judgment in valuing such changes and the value of any non-cash consideration to determine the total value of the bid. The asset purchase agreement must also include a list of unexpired leases and executory contracts to be assumed by LSS and assigned to the submitting party. The bid must be irrevocable and on terms at least as favorable to LSS as those set forth in the Form APA.
7. A deposit (“Deposit”) in the amount of [10]% of the purchase price in the form of a cashier’s check payable to the order of Lighthouse Management Group Inc., CRO for LSS, which will be returnable as set forth in Section I.

4. Additional Information. Interested parties should visit the HYPERAMS website or contact Bob Pabst for further information: 847-499-7023 or [email protected].

5. About HYPERAMS. HYPERAMS is a full-service auction, appraisal, retail advisory and liquidation, and reverse logistics firm serving North America. We specialize in assisting both distressed and healthy companies manage surplus assets by providing clients with a complete asset disposition strategy.