What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 75 added, 71 removed, 260 unchanged (36% of the section changed)

2 unchanged sentences

STATEMENTS OF ASSETS AND TRUST CORPUS

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

($ in thousands)

13 unchanged sentences

STATEMENTS OF DISTRIBUTABLE INCOME

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

($ in thousands, except unit and per unit data)

9 unchanged sentences

STATEMENTS OF CHANGES IN TRUST CORPUS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

($ in thousands)

16 unchanged sentences

On December 11, 2020, Tapstone Energy, LLC ("Tapstone") acquired 23,750,000 common units and the Underlying Properties (as defined below) from Chesapeake in a transaction under Section 363 of the Bankruptcy Code.

Pursuant to an Assignment and Assumption Agreement, dated as of December 11, 2020 (the “Assignment Agreement”), by and among Chesapeake, Chesapeake Exploration, L.L.C., Chesapeake E&P Holding, L.L.C., and Tapstone, Tapstone agreed to assume all duties and obligations of Chesapeake and its subsidiaries under each of the Trust Agreement (as defined below), the administrative services agreement, the royalty conveyances and the registration rights agreement following the divestiture by Chesapeake of the Underlying Properties (as defined below) and 23,750,000 common units.

On October 6, 2021, Tapstone Energy Holdings, LLC, a Delaware limited liability company, the parent of Tapstone, ("Tapstone Holdings"), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Diversified Energy Company PLC ("Diversified"), the parent of Diversified Production LLC (“Diversified Production”), and certain of its affiliates, including Diversified Production.

Upon the terms and subject to the conditions set forth in the Merger Agreement, a wholly owned subsidiary of Diversified merged with and into Tapstone Holdings with Tapstone Holdings as the surviving entity, resulting in Tapstone Holdings and Tapstone becoming wholly owned subsidiaries of Diversified.

The terms and conditions of the Merger Agreement were fulfilled on December 7, 2021, and Tapstone Holdings became a wholly owned subsidiary of Diversified (the “Merger”).

Following the Merger, the 23,750,000 common units previously held by Tapstone were transferred to Diversified Production.

Following consummation of the Merger, duties previously performed by Tapstone and its subsidiaries with respect to the Trust are now performed by Diversified.

Pursuant to an Assignment and Assumption Agreement, dated as of December 11, 2020, by and among Chesapeake, Chesapeake Exploration, L.L.C., Chesapeake E&P Holding, L.L.C.

and Tapstone, Tapstone agreed to assume all duties and obligations of Chesapeake and its subsidiaries under each of the Trust Agreement (as defined below), the administrative services agreement, the royalty conveyances and the registration rights agreement following the divestiture by Chesapeake of the Underlying Properties (as defined below) and 23,750,000 common units.

On December 7, 2021, Tapstone Energy Holdings, LLC, the parent of Tapstone, ("Tapstone Holdings"), merged with Diversified Energy Company PLC ("Diversified"), the parent of Diversified Production LLC ("Diversified Production") resulting in Tapstone Holdings and Tapstone becoming wholly owned subsidiaries of Diversified (the "Merger").

Following the Merger, the 23,750,000 common units previously held by Tapstone were transferred to Diversified Production and duties previously performed by Tapstone and its subsidiaries with respect to the Trust are now performed by Diversified.

The Trust was created to own royalty interests (the “Royalty Interests”) for the benefit of Trust unitholders pursuant to a trust agreement dated as of June 29, 2011, and subsequently amended and restated as of November 16, 2011, by and among Tapstone (as successor to Chesapeake and Chesapeake Exploration, L.L.C., a wholly owned subsidiary of Chesapeake), the Trustee and the Delaware Trustee (the “Trust Agreement”).

The Royalty Interests are derived from Diversified’s interests in the specified oil and natural gas properties located within an area of mutual interest (the "AMI") in the Colony Granite Wash play in Washita County in the Anadarko Basin of western Oklahoma (the "Underlying Properties").

Chesapeake conveyed the Royalty Interests to the Trust from (a) Chesapeake’s interests in 69 existing horizontal wells (the “Producing Wells”) and (b) Chesapeake’s interests in 118 horizontal development wells (the "Development Wells") that have since been drilled on properties held by Chesapeake within the AMI.

Pursuant to a development agreement with the Trust, Chesapeake was obligated to drill, cause to be drilled or participate as a non-operator in the drilling of the Development Wells by June 30, 2016.

Additionally, based on Chesapeake's assessment of the ability of a Development Well to produce in paying quantities, Chesapeake was obligated to either complete and tie into production or plug and abandon each Development Well.

As of June 30, 2016, Chesapeake had fulfilled its drilling obligation under the development agreement.

The business and affairs of the Trust are managed by the Trustee.

2 unchanged sentences

The Royalty Interests in the Development Wells entitle the Trust to receive 50% of the proceeds (exclusive of any production or development costs but after deducting certain post-production expenses and any applicable taxes) from the sales of oil, natural gas and NGL production attributable to Diversified’s net revenue interest in the Development Wells.

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

The Trust will dissolve and begin to liquidate on June 30, 2031, or earlier upon the below events (the "Termination Date"):

2 unchanged sentences

• The holders of the majority of the Trust units and a majority of the common units (excluding common units owned by Diversified and its affiliates), in each case voting in person or by proxy at a meeting of such holders at which a quorum is present, vote in favor of dissolution;

except that at any time during which Diversified and its affiliates collectively own less than 10% of the outstanding Trust units, the standard for approval will be a majority of the Trust units, including Trust units owned by Diversified and its affiliates voting in person or by proxy at a meeting of such holders at which a quorum is present;

except that at any time during which Diversified and its affiliates collectively own less than 10% of the outstanding Trust units, the standard for

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

approval will be a majority of the Trust units, including Trust units owned by Diversified and its affiliates voting in person or by proxy at a meeting of such holders at which a quorum is present;

notwithstanding the foregoing, there are conflicting interpretations that the Trust Agreement requires the exclusion of the common units owned by Diversified and its affiliates in a vote following Tapstone's acquisition of the Underlying Properties from Chesapeake even if Diversified and its affiliates own over 10% of the outstanding Trust units;

7 unchanged sentences

Basis of Accounting .

The accompanying unaudited Statements of Assets and Trust Corpus as of March 31, 2023 and December 31, 2022 and the unaudited interim financial statements of the Trust as of and for the three months ended March 31, 2023 (the “Current Quarter") and the three months ended March 31, 2022 (the “Prior Quarter") have been presented in accordance with the rules and regulations of the SEC and include all adjustments which are, in the opinion of the Trustee, necessary to fairly state the Trust's financial position and results of operations for the periods presented.

The accompanying unaudited Statements of Assets and Trust Corpus as of June 30, 2023 and December 31, 2022 and the unaudited interim Statements of Distributable Income and of Change in Trust Corpus of the Trust for the three and six months ended June 30, 2023 (the “Current Quarter" and the "Current Period", respectively) and the three and six months ended June 30, 2022 (the “Prior Quarter" and the "Prior Period", respectively) have been presented in accordance with the rules and regulations of the SEC and include all adjustments which are, in the opinion of the Trustee, necessary to fairly state the Trust's financial position and results of operations for the periods presented.

The accompanying unaudited interim financial statements should be read in conjunction with the December 31, 2022 audited financial statements and notes of the Trust, included in the Trust’s 2022 Form 10-K.

6 unchanged sentences

The preparation of financial statements requires the Trust to make estimates and assumptions that affect the reported amounts of assets, liabilities and Trust corpus during the reporting period.

Management applies significant judgement in developing the estimates of reserve volumes including estimates of oil, natural gas

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

and NGL reserves and their values, future production rates and commodity pricing differentials.

Management applies significant judgment in developing the estimates of reserve volumes including estimates of oil, natural gas and NGL reserves and their values, future production rates and commodity pricing differentials.

The estimates of proved oil, natural gas and NGL reserves have been developed by specialists, specifically petroleum engineers.

3 unchanged sentences

The Trust's revenue and distributions are substantially dependent upon the prevailing and future prices for oil, natural gas and NGL, each of which depends on numerous factors beyond the Trust's control such as economic conditions, regulatory developments and competition from other energy sources.

Oil, natural gas and NGL prices historically have been volatile and may be subject to significant fluctuations in the future, which have an impact on revenues and distributable income.

Oil, natural gas and NGL prices historically have been volatile and may be subject to significant fluctuations in the future, which

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

have an impact on revenues and distributable income.

The Trust does not have the ability to enter into derivative contracts to mitigate the effect of this price volatility.

12 unchanged sentences

Under the ceiling test, the carrying value of the Investment in Royalty Interests may not exceed an amount equal to the sum of the present value (using a 10% discount rate) of the estimated future net revenues from proved reserves.

The Trust recognized no impairment of the Royalty Interests in the Current Quarter.

The Trust recognized no impairment of the Royalty Interests in the Current Quarter or the Current Period.

Revenues and Expenses.

1 unchanged sentence

The Trust’s revenues with respect to the Royalty Interests in the Underlying Properties are net of existing royalties and overriding royalties associated with Diversified's interests and are determined after deducting certain post-production expenses and any applicable taxes associated with the Royalty Interests.

Royalty Income (and associated Production Taxes and post-production costs) for the three months ended March 31, 2023 generally includes royalties attributable to sales of oil, natural gas and NGL related to production from September 1, 2022 to November 30, 2022.

Royalty Income (and associated Production Taxes and post-production costs) for the three and six months ended June 30, 2023 generally includes royalties attributable to sales of oil, natural gas and NGL related to production from December 1, 2022 to February 28, 2023 and September 1, 2022 to February 28, 2023, respectively.

Post-production expenses generally consist of costs incurred to gather, store, compress, transport, process, treat, dehydrate and market the oil, natural gas and NGL produced.

1 unchanged sentence

Cash distributions to unitholders are reduced by the Trust's administrative expenses.

Trust administrative expenses for the three months ended March 31, 2023 generally include administrative expense related to invoices paid between the periods of November 1, 2022 to January 31, 2023.

Trust administrative expenses for the three and six months ended June 30, 2023 generally include administrative expense related to invoices paid between the periods of February 1, 2023 to April 30, 2023 and November 1, 2022 to April 30, 2023, respectively.

Trust administrative expenses also includes a change in cash advance that estimates three months of subsequent Trust administration expense payments each quarter.

5 unchanged sentences

federal income tax purposes.

The Trust Agreement contains tax provisions that generally allocate the Trust’s income, deductions and credits among the Trust

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

unitholders in accordance with their percentage interests in the Trust.

The Trust Agreement contains tax provisions that generally allocate the Trust’s income, deductions and credits among the Trust unitholders in accordance with their percentage interests in the Trust.

The Trust Agreement also sets forth the tax accounting principles to be applied by the Trust.

4 unchanged sentences

To date, the Trustee's annual administrative fees have been adjusted upward by a total of 16.9% from the original fee including 2022 and 2023 increases of 3.0% for both years, to the current annual amount of $204,574.

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

Agreements with Diversified.

In connection with the initial public offering and the conveyance of the Royalty Interests to the Trust, the Trust entered into an administrative services agreement, a development agreement and a registration rights agreement with Chesapeake which were assumed by Tapstone pursuant to the Assignment Agreement.

Pursuant to the Merger, Diversified agreed to assume all duties and obligations of Tapstone and its subsidiaries under each such agreement.

Pursuant to the administrative services agreement, Diversified provides the Trust with certain accounting, tax preparation, bookkeeping and information services related to the Royalty Interests and the registration rights agreement.

9 unchanged sentences

If Diversified loans funds pursuant to this commitment, no further distributions will be made to unitholders (except in respect of any previously determined quarterly cash distribution amount and unless Diversified otherwise consents in writing) until such loan is repaid.

There were no loans outstanding as of March 31, 2023 and December 31, 2022.

There were no loans outstanding as of June 30, 2023 and December 31, 2022.

Distributions to Unitholders

The Trust makes quarterly cash distributions of substantially all of its cash receipts, after deducting the Trust’s expenses, approximately 60 days following the completion of each quarter through (and including) the quarter ending June 30, 2031.

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

For the three months ended March 31, 2023 and 2022, the Trust declared and paid the following cash distributions:

For the six months ended June 30, 2023 and 2022, the Trust declared and paid the following cash distributions:

Production Period

1 unchanged sentence

September 2022 - November 2022 March 1, 2023 $0.0757

December 2022 - February 2023 June 1, 2023 $0.0487

September 2021 - November 2021 March 3, 2022 $0.0667

December 2021 - February 2022 May 31, 2022 $0.0540

Subsequent Events

The Trust's quarterly income available for distribution was $0.0487 per common unit for the production period from December 1, 2022 to February 28, 2023 (net of administrative expenses incurred between February 1, 2023 to April 30, 2023).

On May 8, 2023, the Trust declared the June 2023 Distribution attributable to such production period.

The distribution will be paid on June 1, 2023 to common unitholders of record as of May 22, 2023.

All Trust unitholders share on a pro rata basis in the Trust's distributable income.

Distributable income attributable to production from December 1, 2022 to February 28, 2023 was calculated as follows (in thousands, except for unit and per unit amounts):

The Trust's quarterly income available for distribution was $0.0178 per common unit for the production period from March 1, 2023 to May 31, 2023 (net of administrative expenses incurred between May 1, 2023 to July 31, 2023).

On August 7, 2023, the Trust declared the August 2023 Distribution attributable to such production period.

The distribution will be paid on August 31, 2023 to common unitholders of record as of August 21, 2023.

CHESAPEAKE GRANITE WASH TRUST

NOTES TO FINANCIAL STATEMENTS - (Continued)

unitholders share on a pro rata basis in the Trust's distributable income.

Distributable income attributable to production from March 1, 2023 to May 31, 2023 was calculated as follows (in thousands, except for unit and per unit amounts):

Royalty income (a)

9 unchanged sentences

Without limiting the foregoing, the Trustee reviewed the adequacy and sufficiency of the existing cash reserve in 2021 and determined to withhold funds otherwise available for distribution to unitholders each quarter to increase existing cash reserves by a total of approximately $3,200,000 over a period of several quarters, commencing with the distribution to unitholders for the fourth quarter 2021 (payable in 2022).

As of March 31, 2023, $1,364,578 has been so withheld to increase cash reserves.

As of June 30, 2023, $1,463,328 has been so withheld to increase cash reserves.

Cash held in reserve will be invested as required by the Trust Agreement.

Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities eventually will be distributed to unitholders, together with interest earned on the funds.

(d) Calculation of distributable income per common unit is based on 46,750,000 common units issued and outstanding as of May 8, 2023.

(d) Calculation of distributable income per common unit is based on 46,750,000 common units issued and outstanding as of August 7, 2023.

Trustee's Discussion and Analysis of Financial Condition and Results of Operations

19 unchanged sentences

The Trust is required to make quarterly cash distributions of substantially all of its cash receipts, after deducting the Trust’s administrative expenses, on or about 60 days following the completion of each calendar quarter through (and including) the quarter ending June 30, 2031.

During the three months ended March 31, 2023, a distribution was paid on March 1, 2023.

During the six months ended June 30, 2023, a distribution was paid on March 1, 2023 and June 1, 2023.

See Liquidity and Capital Resources below and Note 5 to the financial statements contained in Item 1 of Part I of this Quarterly Report for more information regarding these distributions.

10 unchanged sentences

Diversified is required to make the Royalty Interest payments to the Trust within 35 days after the end of each calendar quarter.

During the three months ended March 31, 2023, the Trust received payments on the Royalty Interests representing royalties attributable to proceeds from sales of oil, natural gas and NGL for September 1, 2022 to November 30, 2022.

The Trust's revenues and distributable income available to unitholders have been favorably affected throughout 2022 and to date in 2023 by higher commodity prices.

During the six months ended June 30, 2023, the Trust received payments on the Royalty Interests representing royalties attributable to proceeds from sales of oil, natural gas and NGL for September 1, 2022 to February 28, 2023.

The Trust's revenues and distributable income available to unitholders were favorably affected throughout 2022 and the three months ended March 31, 2023 by higher commodity prices, which have since decreased to date in 2023.

Due to natural declines, the Trust expects production to decline and expects distributable income to continue to be adversely affected.

The Trust's Investment in Royalty Interests is subject to a quarterly full cost ceiling test.

The Trust recognized no impairment of the Royalty Interests in the Current or Prior Quarter.

In the three and six months ended June 30, 2023 and 2022, the Trust recognized no impairments of the Royalty Interests.

Distributable Income

Three Months Ended March 31,

2023 2022 Change

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 Change 2023 2022 Change

($ in thousands, except per unit data)

2 unchanged sentences

$ 0.0487 $ 0.0540 (10) % $ 0.1243 $ 0.1207 3 %

The $417,000 increase in distributable income during the Current Quarter was primarily due to an increase in the average realized price per boe in the production period from September 1, 2022 to November 30, 2022 (the "Current Production Quarter") as compared to the production period from September 1, 2021 to November 30, 2021 (the "Prior Production Quarter").

The $250,000 decrease in distributable income during the Current Quarter was primarily due to a decrease in the average realized price per barrel of oil equivalent (boe) in the production period from December 1, 2022 to February 28, 2023 (the "Current Production Quarter") as compared to the production period from December 1, 2021 to February 28, 2022 (the "Prior Production Quarter"), combined with a decrease in total sales volumes in the Current Production Quarter.

The $167,000 increase in distributable income during the Current Period was primarily due to an increase in the average realized price per boe in the production period as compared to the Prior Period, offset by a decrease in total sales volumes during the Current Period.

Royalty Income

Three Months Ended March 31,

2023 2022 Change

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 Change 2023 2022 Change

($ in thousands, except per unit data)

13 unchanged sentences

(b) Includes the impact of certain post-production expenses but excludes production taxes.

The increase in royalty income is primarily attributable to an increase in commodity pricing, offset by natural declines in production from the Producing and Development Wells.

The increase in the average price received per barrel of oil equivalent (boe) in the Current Production Quarter compared to the Prior Production Quarter resulted in an increase of approximately $430,000 in royalty income.

Additionally, slightly lower sales volumes in the Current Production Quarter decreased royalty income by approximately $154,000, for a total increase in royalty income of approximately $276,000 in the Current Production Quarter compared to the Prior Production Quarter.

The decrease in royalty income in the Current Production Quarter is primarily attributable to a decrease in commodity pricing and by natural declines in production from the Producing and Development Wells.

The decrease in the average price received per boe in the Current Production Quarter compared to the Prior Production Quarter resulted in a decrease of approximately $104,000 in royalty income.

Additionally, lower sales volumes in the Current Production Quarter decreased royalty income by approximately $214,000, for a total decrease in royalty income of approximately $318,000 in the Current Production Quarter compared to the Prior Production Quarter.

The decrease in royalty income in the Current Period is primarily attributable to production declines, offset with an increase in commodity pricing.

The increase in the average price received per boe in the Current Period compared to the Prior Period resulted in an increase of approximately $327,000 in royalty income.

Lower sales volumes in the Current Period decreased royalty income by approximately $369,000, for a total decrease in royalty income of approximately $42,000 in the Current Period compared to the Prior Period.

Production Taxes

Three Months Ended March 31,

2023 2022 Change

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 Change 2023 2022 Change

($ in thousands, except per unit data)

3 unchanged sentences

Production taxes are calculated as a percentage of oil, natural gas and NGL revenues, net of any applicable tax credits.

The increase in production taxes in the Current Quarter compared to the Prior Quarter relates primarily to an increase in royalty income.

The decrease in production taxes in the Current Quarter and Current Period compared to the Prior Quarter and Prior Period relates primarily to a decrease in royalty income.

Trust Administrative Expenses

Three Months Ended March 31,

2023 2022 Change

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 Change 2023 2022 Change

($ in thousands)

1 unchanged sentence

$ 399 $ 382 4 % 464 593 (22) %

(a) Includes a change in cash advances resulting in a $150,000 decrease in administrative expenses for the three months ended March 31, 2023.

(a) Includes a change in cash advances resulting in a $100,000 increase and a $50,000 decrease in administrative expenses for the three and six months ended June 30, 2023, respectively.

Trust administrative expenses primarily consist of the administrative fees paid to the Trustees and Diversified, as well as costs for accounting and legal services.

The decrease in expenses in the Current Quarter is primarily related to decreased accounting, tax preparation, and regulatory compliance expenses.

The increase in expenses in the Current Quarter is primarily related to increased regulatory compliance expenses.

The decrease in expenses in the Current Period is primarily related to decreased accounting expenses.

Liquidity and Capital Resources

14 unchanged sentences

As of March 31, 2023, $1,364,578 has been so withheld to increase cash reserves.

As of June 30, 2023, $1,463,328 has been so withheld to increase cash reserves.

The 2023 first quarter distribution of $0.0757 per common unit, consisting of proceeds attributable to production from September 1, 2022 through November 30, 2022, (net of administrative expenses) was made on March 1, 2023 to record unitholders as of February 20, 2023.

On May 8, 2023, the Trust declared the June 2023 Distribution.

The Trust's quarterly income available for distribution was $0.0487 per common unit consisting of proceeds attributable to production from December 1, 2022 to February 28, 2023 (net of administrative expenses).

The distribution will be paid on June 1, 2023 to common unitholders of record as of May 22, 2023.

The 2023 second quarter distribution of $0.0487 per common

unit, consisting of proceeds attributable to production from December 1, 2022 through February 28, 2023, (net of administrative expenses) was made on June 1, 2023 to record unitholders as of May 22, 2023.

On August 7, 2023, the Trust declared the August 2023 Distribution.

The Trust's quarterly income available for distribution was $0.0178 per common unit consisting of proceeds attributable to production from March 1, 2023 to May 31, 2023 (net of administrative expenses).

The distribution will be paid on August 31, 2023 to common unitholders of record as of August 21, 2023.

All Trust unitholders share on a pro rata basis in the Trust's distributable income.

Distributable income attributable to production from December 1, 2022 to February 28, 2023 was calculated as follows (in thousands, except for unit and per unit amounts):

Distributable income attributable to production from March 1, 2023 to May 31, 2023 was calculated as follows (in thousands, except for unit and per unit amounts):

Royalty income (a)

7 unchanged sentences

(b) Includes the quarterly change in cash advance resulting in an increase in administrative expenses totaling $350,000.

(c) Calculation of distributable income per common unit is based on 46,750,000 commons units issued and outstanding as of May 8, 2023.

(c) Calculation of distributable income per common unit is based on 46,750,000 commons units issued and outstanding as of August 7, 2023.

The Trustee can authorize the Trust to borrow money to pay Trust expenses that exceed cash held by the Trust.

5 unchanged sentences

If Diversified loans funds pursuant to this commitment, unless Diversified agrees otherwise in writing, no further distributions may be made to unitholders (except in respect of any previously determined quarterly cash distribution amount) until such loan is repaid.

There were no loans outstanding as of March 31, 2023 and December 31, 2022.

There were no loans outstanding as of June 30, 2023 and December 31, 2022.

Critical Accounting Policies and Estimates

3 unchanged sentences

This Quarterly Report on Form 10-Q (“Quarterly Report”) includes “forward-looking statements” about the Trust and the Operator and other matters discussed herein that are subject to risks and uncertainties that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

All statements other than statements of historical fact included or incorporated by reference in this document are forward-looking statements, including, without limitation, statements under “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this document regarding market factors, market prices , the proved oil, natural gas

and natural gas liquids ("NGL") reserves associated with the properties underlying the Royalty Interests, the Trust’s or the Operator's future financial position, business strategy, budgets, projected costs and plans and objectives for future operations, information regarding target distributions, statements pertaining to future development activities and costs and information regarding production and reserve growth, statements regarding the Trust's continued listing on the OTC Markets Group, Inc.

All statements other than statements of historical fact included or incorporated by reference in this document are forward-looking statements,

including, without limitation, statements under “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this document regarding market factors, market prices , the proved oil, natural gas and natural gas liquids ("NGL") reserves associated with the properties underlying the Royalty Interests, the Trust’s or the Operator's future financial position, business strategy, budgets, projected costs and plans and objectives for future operations, information regarding target distributions, statements pertaining to future development activities and costs and information regarding production and reserve growth, statements regarding the Trust's continued listing on the OTC Markets Group, Inc.

(the "OTC Pink"), statements regarding the ongoing conflict in Ukraine and the impact thereof on our and the Operator's business, financial condition, results of operations and cash flows, and actions by, or disputes among or between, members of the Organization of the Petroleum Exporting Countries and its allies ("OPEC+") are forward-looking statements.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements