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AFFIDAVIT OF CORPORATE SUCCESSION
State of Colorado
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000728
City and County of Denver
In the matter of the title to real and personal property of Nance Petroleum Corporation,
Milam Randolph Pharo, being first duly sworn, deposes and says:
1. That he is the Vice President -Land and Legal of St. Mary Land &
Exploration Company, a corporation duly organized and existing under and by virtue of
the laws of the State of Delaware, with its principal office at 1776 Lincoln Street, Suite
700, Denver, Colorado 80203, and in whose behalf he makes this affidavit.
2. That St. Mary Land & Exploration Company is the successor by merger to
Nance Petroleum Corporation, fonnally a wholly owned subsidiary of St. Mary Land &
Exploration Company. Evidence of this merger is furnished by the attached copy of the
filed Certificate of Merger. By operation of this merger, St. Mary Land & Exploration
Company has succeeded to all rights, titles, and interests of Nance Petroleum Corporation
in and to all real and personal property whether held of record or claimed by Nance,
Petroleum Corporation in Lincoln County, Wyoming. This merger, and thus the transfer
of title to all property interests of Nance Petroleum Company to St. Mary Land &
Exploration Company, occurred effective November 30,2007.
In witness whereof, said corporation has caused the above instrument to be executed in
its behalf, pursuant to authority of its Board of Directors, by its Vice President - Land
and Legal and its corporate seal to be hereunto attached, attested by its Assistant
Secretary, this ~ day of J}eæmÞtr ,200J
RECEIVED 1/14/2008 at 11:13 AM
RECEIVING # 936214
BOOK: 683 PAGE: 728
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
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. . Assistant Secretary
St. Mary Land & Exploration Company
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BY:~~~
Milam Randolph Pharo
Vice President - Land & Legal
Personally appeared before me the above named Milam Randolph Pharo, known and
proved to me to be the same person who executed the forgoing instrument and to be the
Vice President - Land and Legal of St. Mary Land & Exploration Company,
acknowledged to me that he executed the same as his free act and deed and the free act
and deed of said corporation.
000729
Subscribed and sworn to before me this 27th day of December, 2007.
1i1!!eJ;?~
Seal liristina . Smith
Notary Public In and for the City and
County of Denver, State of Colorado
My Commission Expires 9/26/2011
Stat:e of DaIaware
SeaœtaJ:y of stat. .
Divi.sJ.on of Co.tporatåon.s CERTIFICATE OF OWNERSHIP AND MERGER
Delivered 11:24 AM 1.1./30/2007
( -'J SRV~2~å~~ ~oå~~~~~2~ Merging
NANCE PETROLEUM CORPORATION
Into
ST. MARY LAND & EXPLORATION COMPANY
(pursuant to Section 253 oftha General Corporation Law of Delaware)
000730
ST. MARY LAND & EXPLORATION COMPANY,
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l\Ífi1am Randolph Pharo
Vice President - Land and Legal
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St. Mary Land & Exploration Company, a oolporation organized and existing under the
laws of the State ofDeJawBre, (the "Company"), DOES HEREBY CERTIFY:
FIRST: That the Company owns all of the outstancling shares of each class of stock of
Nance 'Pctrolewn Corporation, a cOlporation organized and existing under the laws oftha State
of Montana ("Nance Petroleum").
SECOND: That the Company. by the following reso]utions of its Board of Directors, .
duly adopted at a meeting of its Board of Directors du]y held on November 28, 2007, detennined
to and did merge mto itselfNanoe Petroleum, by the adoption thereof:
RESOLVED, that the Company shall merge into itseIfNance Petroleum, and the
Company shall assume all oftha liabilities and obligations of Nance Petroleum pursuant
to the terms of that cortain Agreement and Plan of Merger between the Company and
Nance Pefrolewn dated as of Nqvember 28, 2007;.and . .,
FURTIIER REBOL VED, that sQÕb. merger shall become effective on November 30,
2007; and . . .
FURTHER RESOLVED, that the proper officers of the Company be, and they hereby·
are, directed to prepare and execute a Certificate of.Ownership and Merger setting forth a
copy of the resolutions to so meÌ"ge Nance Petroleum into the Company and to assume· its
liabilities and obligations and the date of adoption thereot; and to cause the same to be
filed with tho Secretary of State of Delaware, and to prepare Articles ofMergcr and cause
. tbe same to be filed with the Sccrctary of State of Montana, and to do all acts and things
whatsoever, whether within or without the State of Delaware or the State of Montana,
which may be necessary or proper to effect such merger.
IN WITNESS WHEREOF, the Company has caused this Certificate ofOwnershîp and
Merger to be executed by the undersigned duly authorized officer this 30th day of November.
2007,
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000731
ARTICLES OF :MERGER
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NANCE PETROLEUM CORPORATION
into .
ST. MARY LAND & EXPLORATION COMP AIWÇRtTAAY OF STATE.
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f'" (j ~ . Pursuant to the provisions of Section 35-1-816 of the Montana Business Corporation Ac~
the undersígned St. Mary Land & Explomtion CompanYt a Delaware corporatio~ aild Nance
Petroleum Corporation, a MontatÍa corporation and wholly owned subsidiary of St. Mary land &
Exploration Company, hereby ·adopt and deliver for filing with the Montana Secretary of State
the following articles of merger for the merger of Nance Petroleum Corporation into 81. Mary
.Land & Exploration Company, with St. Mary Land & Exploration Company to be the surviving
oorporation: .
1. The pl.an of merger is set forth as Exhibit A.
2, Shareholder app.loval of the plan of :tperger was nòt required pmsuant to the
provisions of Sectiön 35-1-818 of the Montana Business Corponltion Act. Also pursuant to iliat
statute, the plan of merger was duly adopted by the board of directors ~fthe parent ç:orporation.
3. The effectiye <lat~ofthemerger is as of November ~0,2007.
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Dated November 30,2007
ST. MARY LAND &; EXPLORATION COMPANY
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Milam Randolph Pharo
Vice President - Land and Legal
Dated November 30, 2007
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NANCE PETROLEUM CORPORATION
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By: J{~ ~
Robert 1. Nance
President and Chief Executive Officer
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