March 11, 2015
To Our Stockholders:
This letter is to inform you of a number of changes occurring within Three Forks, Inc.
In the fourth quarter of 2014, concerned shareholders representing a majority of the outstanding shares of the Company entered into discussions with the board of directors regarding the Company’s direction. These discussions led to an agreement under which all board members and remaining officers of Three Forks would resign their positions and return the majority of their stock and/or stock options to the Company’s treasury.
Under the agreement, board members Edward Nichols, Charles Pollard, William Young, and Paul Dragul resigned. Nichols also resigned as Chief Executive Officer. At the same time, Three Forks investor Tim Dender became interim Chairman of the Board and investors Alex Withall and Bill Jones were appointed interim board members. Tom Ness, a member of the shareholder group, was appointed interim President. To be clear, it is our intention that these appointments are temporary and that all four individuals expect to resign once qualified replacements are brought on board. In that regard, we have initiated a search for permanent board members and new executive management.
A key component of the management transition was the return to the treasury of 3,360,000 shares and 1.8 million stock options.
Another key component of the transition was a sharp reduction of overhead costs. We are pleased to say that general and administrative expenses have been reduced by approximately 70%. The majority of this reduction was due to a decrease in headcount and related costs. Currently, we have one paid employee – interim president Tom Ness – three unpaid interim board members, and a small number of independent advisors assisting the board on matters of strategic planning, finance and accounting, evaluation of our oil and gas portfolio, and administrative issues.
Specifically, we have hired Summit Energy Consultants of Denver, Colorado, which is evaluating the Company’s current asset portfolio and advising the board on strategic planning. We have also hired Three Forks Resources (no relation to Three Forks, Inc.) to assume management of field operations. In addition, we have retained new legal counsel at the Denver-based law firm of Davis Graham and Stubbs.
In terms of operations, Three Forks’ currently is involved in three projects:
1. The Company has a 75% working interest, approximately 52% net revenue interest, in 22 wells known as the Five JAB oil and gas properties located in Jasper, Tyler and Montgomery Counties of Texas and Evangeline and St. Mary’s Parishes of Louisiana that are currently generating approximately 50 barrels of oil per day to the Company from 9 producing wells.
2. Also, the Company has a 25% working interest, 20% net revenue interest, in 4 wells known as the Blue Quail oil and gas properties located in Pottawatomie County, Oklahoma that are not economic at present time.
3. In addition, the Company has a 33.25% working interest, 26.60% net revenue interest, in 6 wells known as the Jennings oil and gas properties located in Archer County, Texas that are currently generating approximately 5 barrels of oil per day to the Company. The other partner in these Archer County, Texas wells is Three Forks LLC No 2 that is currently being managed by the Company. Part of the agreement between the Company and LLC No 2 is that the Company manages LLC’s interest in the Archer County, Texas wells and for its services receives a $5,000 per month management fee from LLC 2.
Obviously, the sharp decline in oil prices over the past several months has impacted our revenue and cash flows, so we are working diligently to control costs throughout the organization as we explore our options. At present those options include, but are not limited to, raising additional capital to optimize existing assets and/or acquire new assets, sell certain assets in our portfolio, or seek partnership arrangements. However, while we believe the current industry downtown will result in attractive opportunities to acquire assets, we are severely limited by our reduced revenue stream and lack of growth capital.
Over the past several months we have spoken to several investors who have expressed concern about the lack of communication to shareholders. It is our hope that this letter will give you an accurate picture of the Company’s current status. At this time we cannot offer any additional details on the Company’s activities. However, as events unfold, we expect to update shareholders via our website at www.threeforksinc.com, so please check back periodically.
In closing, we will remind you that as early investors in Three Forks, the current officers and directors of Three Forks have a vested interest in the fortunes of this Company and are committed to doing everything possible to maximize value for all stockholders.
The Management Team
Three Forks, Inc.
This news release includes statements that may constitute "forward-looking" statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by word such as "expects," "plans," "anticipates," "believes," "intends," "estimates," projects," "potential" and similar expressions. Forward-looking statements in this document include statements regarding the Company's plans and expectations to improve its asset base and raise additional capital; plans to attract permanent management and board members; plans to update shareholders; and plans to increase value. Factors that could cause or contribute to such differences include, but are not limited to, fluctuations in the prices of oil and gas, uncertainties inherent in estimating quantities of oil and gas reserves and projecting future rates of production and timing of development activities, competition, operating risks, acquisition risks, liquidity and capital requirements, the effects of governmental regulation, adverse changes in the market for the Company's oil and gas production, dependence upon third-party vendors, and other risks.