PED 8-K
Pedevco Corp (PED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The matters set forth in, or incorporated by reference in, Item 7.01 or Item 8.01, to the extent they relate to results of operations and financial condition of PEDEVCO Corp. (the “Company”), for a completed quarterly or annual fiscal period, are incorporated by reference in this Item 2.02.
Item 7.01 Regulation FD Disclosure.
On February 25, 2026, the Company published a press release discussing its reserve report dated January 22, 2026, relating to the proved oil and gas reserves estimates and future net revenue of the Company’s oil and gas properties in Colorado, New Mexico, and Wyoming as of December 31, 2025, a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The information contained in this Current Report (and included in Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements within the safe harbor provisions under the federal securities laws, including The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company and its subsidiaries to be materially different than those expressed or implied in such statements, as described in greater detail in the press release furnished as Exhibit 99.1. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and the Company’s website at https://www.pedevco.com/sec-filings, and specifically including the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Item 8.01 Other Events.
The Company’s reserve report dated January 22, 2026, relating to the proved oil and gas reserves estimates and future net revenue of the Company’s oil and gas properties in Colorado, New Mexico, and Wyoming as of December 31, 2025, which is discussed in the press release is filed herewith as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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| 2025 Reserve Report prepared by Cawley, Gillespie & Associates, Inc. | |
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104 |
| Inline XBRL for the cover page of this Current Report on Form 8-K |
* Filed herewith.
** Furnished herewith.
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PEDEVCO CORP. | ||
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Date: February 25, 2026 | By: | /s/ J. Douglas Schick | |
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| J. Douglas Schick | |
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| President and Chief Executive Officer | |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the references to our firm in the form and context in which they appear in the Current Report on Form 8-K of PEDEVCO Corp. (the “Company”) dated on or about February 25, 2026 (the “Current Report”), and to the inclusion and use in the Current Report of our report dated January 22, 2026, entitled “PEDEVCO Corp. Interests – Various Oil and Gas Properties in CO, NM and WY – Total Proved Reserves as of December 31, 2025” (the “Report”), and the information from our Report contained in the Current Report, the incorporation by reference of the Report in the Current Report, and the filing of the Report as Exhibit 99.2 to the Current Report. We also consent to the incorporation by reference in the (a) Registration Statement of the Company on Form S-8 (File No. 333-227566), (b) Registration Statement of the Company on Form S-8 (as amended)(File No. 333-192002), (c) Registration Statement of the Company on Form S-8 (File No. 333-201098), (d) Registration Statement of the Company on Form S-8 (File No. 333-207529), (e) Registration Statement of the Company on Form S-8 (File No. 333-215349), (f) Registration Statement of the Company on Form S-8 (File No. 333-222335), (g) Registration Statement of the Company on Form S-8 (File No. 333-233525), (h) Registration Statement of the Company on Form S-8 (File No. 333-259248), (i) Registration Statement of the Company on Form S-8 (File No. 333-282037, and (h) Registration Statement of the Company on Form S-3 (File No. 333-282046), of the Report and all references to our firm and the information from our Report.
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| CAWLEY, GILLESPIE & ASSOCIATES, INC. Texas Registered Engineering Firm F-693 |
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| Name: | W. Todd Brooker, P.E. |
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| Title: | President |
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Austin, Texas
February 25, 2026
EXHIBIT 99.1
PEDEVCO Reports Year-End 2025 Proved Reserves
Total Proved Reserves of 32.1 MMBoe with PV-10 of $357.7 Million at SEC Pricing as of Year-End 2025
Year-End 2025 Reserves Reflect Full Post-Combination Asset Base
HOUSTON, TX, February 25, 2026 (Globe Newswire) – PEDEVCO Corp. (NYSE American: PED) (“PEDEVCO” or the “Company”) today reported the results of its independent year-end 2025 proved reserves evaluation for all of the Company’s oil and gas properties in Wyoming, Colorado and New Mexico. These include properties from its recently completed transformative merger with certain portfolio companies controlled by Juniper Capital Advisors, L.P.
“This independent reserve evaluation underscores the scale and multi-year runway of our newly fortified asset base,” said President & CEO J. Douglas Schick. “With over $357 million in PV-10 value, a substantial proved developed foundation, and clearly defined future drilling inventory that has been bolstered by our recent merger, we believe PEDEVCO is well positioned to generate consistent cash flow and long-term value for our shareholders.”
The Company’s proved reserves were evaluated by Cawley, Gillespie & Associates, Inc. (“CG&A”), an independent petroleum engineering firm, in a report completed January 22, 2026, with an effective date of December 31, 2025. The evaluation was prepared using constant prices and costs and conforms to Item 1202(a)(8) of Regulation S-K and other rules of the SEC. The evaluation covers 100% of the Company’s interests in properties located in Wyoming, Colorado and New Mexico. The estimates are for proved reserves only and do not include any probable or possible reserves.
At year-end 2025, PEDEVCO’s total proved reserves were 22.99 million barrels (“MMBbl”) of oil, 28.78 billion cubic feet (“Bcf”) of natural gas, and 4.34 MMBbl of natural gas liquids (“NGLs”), for a combined total of approximately 32.12 million barrels of oil equivalent (“MMBoe”). Of the total proved reserves, approximately 16.38 MMBoe were classified as proved developed and 15.74 MMBoe were classified as proved undeveloped.
SEC pricing as of December 31, 2025, was $65.34 per barrel of oil and $3.387 per MMBtu of natural gas, calculated in accordance with SEC guidelines. These prices were adjusted for applicable differentials, including transportation, local basis differentials, crude quality and gravity corrections, gas shrinkage, and gas heating value, resulting in net realized prices of $62.92 per barrel of oil, $3.04 per Mcf of natural gas and $25.77 per barrel of NGLs over the life of the proved properties.
Estimated future net cash flows before federal income taxes attributable to total proved reserves were approximately $674.8 million. The present value of these future net cash flows discounted at an annual rate of 10% (“PV-10”) was approximately $357.7 million, of which approximately $257.4 million, or 72%, is attributable to proved developed reserves.
Proved undeveloped reserves reflect the Company’s multi-year development plan, including 71 horizontal drilling locations: 49 in Colorado targeting the Niobrara formation, 17 in Wyoming targeting the Codell formation and five in New Mexico targeting the San Andres formation. Additionally, there are11 proved developed non-producing locations (10 in Colorado targeting the Niobrara and one in Wyoming targeting the Codell) representing completed wells with capital costs fully paid.
PV-10 Value
PV-10 may be considered a non-GAAP financial measure as defined by the SEC. The most directly comparable GAAP measure is the standardized measure of discounted future net cash flows (“Standardized Measure”). PV-10 is computed on a pre-tax basis and is equal to the Standardized Measure before deducting future income taxes, discounted at 10%. The Company believes PV-10 is useful to investors because it presents discounted future net cash flows prior to future corporate income taxes, enabling comparison across companies regardless of tax position. PV-10 is not a substitute for the Standardized Measure. Neither PV-10 nor the Standardized Measure purport to represent the fair market value of the Company’s oil and natural gas reserves. A reconciliation of PV-10 to the Standardized Measure will be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
These year-end 2025 proved reserves represent the full scope of the Company’s current asset base following its business combination and supersede any previously referenced reserve estimates, including pre-combination year-end 2024 figures. Investors and analysts should use these year-end 2025 reserves as the current authoritative baseline for the Company.
About PEDEVCO Corp.
PEDEVCO Corp (NYSE American: PED) is a publicly traded energy company engaged in the acquisition and development of strategic, high growth energy projects in the United States. The Company’s principal assets are its Rockies Assets located in the D-J Basin of Wyoming and Northern Colorado and the Powder River Basin in Wyoming. The Company also holds assets in the Permian Basin located in eastern New Mexico. PEDEVCO is headquartered in Houston, Texas. More information about PEDEVCO can be found at www.pedevco.com.
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Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements, including information about management's view of PEDEVCO's future expectations, plans and prospects, within the meaning of the federal securities laws, including the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of the Act and such laws, and are subject to the safe harbor created by the Act and applicable laws. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors, which may cause the results of PEDEVCO and its subsidiaries to be materially different than those expressed or implied in such statements. The forward-looking statements include projections and estimates of the Company's corporate strategies, future operations, development plans and programs, including the costs thereof, drilling locations, estimated oil, natural gas and natural gas liquids production, price realizations, projected operating, general and administrative and other costs, projected capital expenditures, efficiency and cost reduction initiative outcomes, statements regarding future production, costs and cash flows, liquidity and our capital structure, PEDEVCO's ability to integrate the assets, operations, and personnel acquired in connection with PEDEVCO’s recent merger (the “Transaction”) with certain portfolio companies controlled by Juniper Capital Advisors, L.P. (“Juniper”) into PEDEVCO's business following the closing of the Transaction, PEDEVCO's ability to service the debt assumed in the Transaction, the expected benefits of the Transaction, dilution caused by the conversion of the convertible preferred shares issued in the Transaction, certain board appointment rights provided in the Transaction, potential lawsuits regarding the Transaction, potential adverse reactions or changes to business relationships resulting from the completion of the Transaction; and uncertainty as to the long-term value of the common stock of the Company following the closing of the Transaction. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the volatility of oil and natural gas prices, our success in discovering, estimating, developing and replacing oil and natural gas reserves, risks of our operations not being profitable or generating sufficient cash flow to meet our obligations; risks relating to the future price of oil, natural gas and NGLs; risks related to the status and availability of oil and natural gas gathering, transportation, and storage facilities; risks related to changes in the legal and regulatory environment governing the oil and gas industry, and new or amended environmental legislation and regulatory initiatives; risks relating to crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; technological advancements; changing economic, regulatory and political environments in the markets in which the Company operates; general domestic and international economic, market and political conditions, including the military conflict between Russia and Ukraine and the global response to such conflict; actions of competitors or regulators; the potential disruption or interruption of the Company's operations due to war, accidents, political events, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the Company's control; risks related to the need for additional capital to complete future acquisitions, conduct our operations, and fund our business on favorable terms, if at all, the availability of such funding and the costs thereof; risks related to the limited control over activities on properties we do not operate and the speculative nature of oil and gas operations in general; risks associated with the uncertainty of drilling, completion and enhanced recovery operations; risks associated with illiquidity and volatility of our common stock, dependence upon present management, the fact that Juniper Capital Advisors, L.P. and its affiliates, and Dr. Simon G. Kukes, beneficially own a significant portion of our common stock; our ability to maintain the listing of our common stock on the NYSE American; pandemics, governmental responses thereto, economic downturns and possible recessions caused thereby; inflationary risks and recent increased interest rates, and the risks of recessions and economic downturns caused thereby or by efforts to reduce inflation; risks related to military conflicts in oil producing countries; changes in economic conditions; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; the availability and demand for alternative energy sources; regulatory changes, including those related to carbon dioxide and greenhouse gas emissions; and others that are included from time to time in filings made by PEDEVCO with the Securities and Exchange Commission, many of which are beyond our control, including, but not limited to, in the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" sections of its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission, including, but not limited to its Annual Report on Form 10-K/A for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. These reports are available at www.sec.gov . The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on PEDEVCO's future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. PEDEVCO cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. The internal projections, expectations, or beliefs underlying our 2025 capital budget are subject to change in light of numerous factors, including, but not limited to, the prevailing prices of oil and gas, actions taken by businesses and governments, ongoing results, prevailing economic circumstances, commodity prices, and industry conditions and regulations.
Media Contact:
PEDEVCO Corp.
(713) 221-1768
Investor Relations Contact:
Sean Mansouri, CFA or Laurent Weil
Elevate IR
(720) 330-2829
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EXHIBIT 99.2
January 22, 2026
Mr. J. Douglas Schick
President
PEDEVCO Corp.
575 N. Dairy Ashford, Suite 210
Houston, TX 77079
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| Re: | Evaluation Summary |
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| PEDEVCO Corp. Interests |
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| Various Oil and Gas Properties in CO, NM & WY | |
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| Total Proved Reserves | |
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| As of December 31, 2025 | |
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| Pursuant to the Guidelines of the Securities and Exchange | |
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| Commission for Reporting Corporate Reserves and | |
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| Future Net Revenue |
Dear Mr. Schick:
As requested, this report was completed on January 22, 2026 for PEDEVCO Corp. (“PEDEVCO”), for the purpose of public disclosure by PEDEVCO in filings made with the Securities and Exchange Commission (“SEC”) in accordance with the disclosure requirements set forth in the SEC regulations. We evaluated 100% of the Colorado, New Mexico and Wyoming proved reserves, as per information from PEDEVCO. This evaluation utilized an effective date of December 31, 2025, was prepared using constant prices and costs, and conforms to Item 1202(a)(8) of Regulation S-K and other rules of the SEC. The results of this evaluation are presented in the composite summary below:
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| Net Reserves |
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| Oil | - Mbbl |
| 11,871.9 |
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| 372.0 |
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| 12,243.9 |
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| 10,742.4 |
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| 22,986.3 |
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| Gas | - MMcf |
| 12,675.1 |
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| 395.1 |
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| 13,070.2 |
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| 15,713.3 |
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| 28,783.5 |
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| NGL | - Mbbl |
| 1,895.1 |
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| 64.5 |
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| 1,959.6 |
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| 2,381.0 |
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| 4,340.6 |
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| Oil | - M$ |
| 744,021.8 |
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| 23,498.6 |
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| 767,520.4 |
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| 678,832.7 |
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| 1,446,353.0 |
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| Gas | - M$ |
| 37,938.3 |
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| 1,161.3 |
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| 39,099.6 |
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| 48,348.5 |
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| 87,448.1 |
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| NGL | - M$ |
| 48,909.2 |
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| 1,621.5 |
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| 50,530.8 |
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| 61,344.7 |
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| 111,875.5 |
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| Severance Taxes | - M$ |
| 43,484.6 |
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| 1,314.4 |
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| 44,799.0 |
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| 28,041.8 |
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| 72,840.7 |
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| Ad Valorem Taxes | - M$ |
| 51,653.0 |
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| 1,692.5 |
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| 53,345.4 |
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| 45,961.9 |
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| 99,307.3 |
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| Future Production Costs | - M$ |
| 301,055.9 |
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| 7,128.2 |
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| 308,184.1 |
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| 225,639.9 |
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| 533,824.0 |
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| Future Development Costs | - M$ |
| 30,849.0 |
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| 3,927.0 |
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| 34,776.0 |
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| 230,090.2 |
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| 264,866.2 |
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| Net Operating Income (BFIT) | - M$ |
| 403,826.9 |
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| 12,219.3 |
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| 416,046.2 |
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| 258,792.1 |
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| 674,838.3 |
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| Discounted @ 10% | - M$ |
| 249,586.3 |
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| 7,832.7 |
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| 257,419.0 |
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| 100,282.3 |
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| 357,701.2 |
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| (1) | Future production costs includes but are not limited to, direct operating costs, maintenance, well service, compressor service, tubing/pump repair, compression fees, gathering expenses, transportation costs and water disposal costs |
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| (2) | Future development costs include but is not limited to, re-completion costs, future drilling costs, new lift installations and pumping units |
| January 22, 2026 Page 2 |
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Future revenue is prior to deducting state production taxes and ad valorem taxes. Future net cash flow (net operating income) is after deducting these taxes, future development costs, and operating expenses, but before consideration of federal income taxes. In accordance with SEC guidelines, the future net cash flow has been discounted at an annual rate of ten (10) percent to determine its “present worth”. The present worth is shown to indicate the effect of time on the value of money and should not be construed as being the fair market value of the properties by Cawley, Gillespie & Associates, Inc. (CG&A).
The oil reserves include oil and condensate. Oil and natural gas liquid (NGL) volumes are expressed in barrels (42 U.S. gallons). Gas volumes are expressed in thousands of standard cubic feet (Mcf) at contract temperature and pressure base. Our estimates are for proved reserves only and do not include any probable or possible reserves nor have any values been attributed to interest in acreage beyond the location for which undeveloped reserves have been estimated. Proved Developed reserves are the summation of the Proved Developed Producing and Proved Developed Non-Producing reserve estimates.
Hydrocarbon Pricing
The base SEC oil and gas prices calculated for December 31, 2025 were $65.34 per barrel and $3.387 per MMBTU, respectively. As specified by the SEC, a company must use a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period. The SEC base oil price is based upon WTI-Cushing spot prices (EIA) during 2025 and the SEC base gas price is based upon Henry Hub spot prices (Platts Gas Daily) during 2025.
The base prices were adjusted for differentials on a per-field basis for the New Mexico assets and on a per-operator basis for the Colorado and Wyoming assets, which may include local basis differentials, transportation, gas shrinkage, gas heating value (BTU content) and/or crude quality and gravity corrections. After these adjustments, the net realized prices over the life of the proved properties were estimated to be $62.922 per barrel for oil, $3.038 per MCF for gas, and $25.774 per barrel for NGLs. All economic factors were held constant in accordance with SEC guidelines.
Economic Parameters
Oil and gas price differentials, gas shrinkage, ad valorem taxes, future production costs (lease operating expenses) and future development costs (capital investments) were calculated and prepared by PEDEVCO and were audited by us at a summary level using historical LOS data. Our audit determined that the commercial parameters being applied were reasonable and appropriate, and therefore no changes were made to cost parameters. Ownership was accepted as furnished and has not been independently confirmed. All economic parameters, including lease operating expenses (LOE) and investments, were held constant (not escalated) throughout the life of these properties in accordance with SEC guidelines.
SEC Conformance and Regulations
The reserve classifications and the economic considerations used herein conform to the criteria of the SEC as defined on pages five (5) and six (6) of the Appendix. The reserve classifications and the economic considerations used herein conform to the criteria of the SEC. The reserves and economics are predicated on regulatory agency classifications, rules, policies, laws, taxes, and royalties currently in effect except as noted herein. PEDEVCO’s operations may be subject to various levels of governmental controls and regulations. These controls and regulations may include matters relating to land tenure, drilling, production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time. Such changes in governmental regulations and policies may cause volumes of reserves actually recovered and amounts of income actually received to differ significantly from the estimated quantities.
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This evaluation includes ten (10) PDNP locations in Colorado and one (1) PDNP location in Wyoming, which represent completed wells that may not be producing as of the effective date and PEDEVCO and their operating partners have fully paid their capital costs.
This evaluation also includes 49 PUD locations in Colorado, five (5) PUD locations in New Mexico and 17 PUD locations in Wyoming, each being a commercial horizontal well opportunity targeting the Niobrara reservoir in Colorado, the San Andres reservoir in New Mexico and the Codell reservoir in Wyoming. Each of the PUD drilling locations proposed as part of PEDEVCO and their operating partners’ development plans conforms to the proved undeveloped standards as set forth by the SEC. In our opinion, PEDEVCO and their operating partners have indicated they have every intent to complete this development plan as scheduled. Furthermore, PEDEVCO and their operating partners have demonstrated that they have the proper company staffing, financial backing and prior development success to ensure this development plan will be fully executed.
Reserves Estimation Methods
Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy.
Non-producing reserve estimates, for developed and undeveloped properties, were forecast using either production performance, volumetric or analogy methods, or a combination of each. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and proved undeveloped reserves for the PEDEVCO properties, due to the mature nature of their properties targeted for development and an abundance of subsurface control data. The assumptions, data, methods and procedures used herein are appropriate for the purpose served by this report.
General Discussion
The estimates and forecasts were based upon interpretations of data furnished by your office and available from our files. To some extent information from public records has been used to check and/or supplement these data. The basic engineering and geological data were subject to third-party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that we are not justified in relying on such data. All estimates represent our best judgment based on the data available at the time of preparation. Reserves estimates will generally be revised as additional geologic or engineering data become available or as economic conditions change. Moreover, estimates of reserves may increase or decrease as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks. As a result, the estimates of oil and gas reserves have an intrinsic uncertainty. The reserves included in this report are therefore estimates only and should not be construed as being exact quantities. They may or may not be actually recovered, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.
An on-site field inspection of the properties has not been performed. The mechanical operation or condition of the wells and their related facilities have not been examined nor have the wells been tested by Cawley, Gillespie & Associates, Inc. Possible environmental liability related to the properties has not been investigated nor considered. The cost of plugging and the salvage value of equipment at abandonment have been included in this evaluation as directed.
Cawley, Gillespie & Associates, Inc. is a Texas Registered Engineering Firm (F-693), made up of independent registered professional engineers and geologists that have provided petroleum consulting services to the oil and gas industry for over 60 years. This evaluation was supervised by W. Todd Brooker, President at Cawley, Gillespie & Associates, Inc. and a State of Texas Licensed Professional Engineer (License #83462). We do not own an interest in the properties or PEDEVCO Corp. and are not employed on a contingent basis. We have used all methods and procedures that we consider necessary under the circumstances to prepare this report. Our work-papers and related data utilized in the preparation of these estimates are available in our office.
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This letter is for the use of PEDEVCO Corp. This letter should not be used, circulated, or quoted for any other purpose without the express written consent of Cawley, Gillespie & Associates, Inc. or except as required by law.
| Yours very truly,
CAWLEY, GILLESPIE & ASSOCIATES, INC. Texas Registered Engineering Firm F-693 |
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| By: | /s/ W. Todd Brooker | By: | /s/ Thomas M. Barr | |
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| W. Todd Brooker, P. E. |
| Thomas M. Barr | |
| President |
| Sr. Reservoir Engineer |
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APPENDIX
Reserve Definitions and Classifications
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The Securities and Exchange Commission, in SX Reg. 210.4-10 dated November 18, 1981, as amended on September 19, 1989 and January 1, 2010, requires adherence to the following definitions of oil and gas reserves:
“(22) Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations— prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
“(i) The area of a reservoir considered as proved includes: (A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
“(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
“(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
“(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.
“(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
“(6) Developed oil and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
“(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and
“(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
“(31) Undeveloped oil and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
“(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
“(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.
“(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.
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“(18) Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.
“(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.
“(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.
“(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.
“(iv) See also guidelines in paragraphs (17)(iv) and (17)(vi) of this section (below).
“(17) Possible reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.
“(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.
“(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.
“(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.
“(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.
“(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.
“(vi) Pursuant to paragraph (22)(iii) of this section (above), where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.”
Instruction 4 of Item 2(b) of Securities and Exchange Commission Regulation S-K was revised January 1, 2010 to state that “a registrant engaged in oil and gas producing activities shall provide the information required by Subpart 1200 of Regulation S–K.” This is relevant in that Instruction 2 to paragraph (a)(2) states: “The registrant is permitted, but not required, to disclose probable or possible reserves pursuant to paragraphs (a)(2)(iv) through (a)(2)(vii) of this Item.”
“(26) Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.
“Note to paragraph (26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).”