Message CONFIDENTIALPRIVATEPLACEMENTMEMORANDUM(EXHIBIT F) Off-Setting (Newby 27-2) Location, targeting additionalskinner production in Creek County, Oklahoma.Offering a total of 30% Non-Operating Working Interest.
EXECUTIVE SUMMARYALFREDO GONZALEZPresident/CEO, Sofí ExplorationAlfredo Gonzalez is the Founder and CEO of SofiExploration. Mr. Gonzalez is a sought-after influentialleader. For the last 10+ years, his forte’ is offeringproficient Good Practice Guidance aligning AssetDevelopment opportunities in the Oil and Gas sector withaccredited investors who are in the market to increase theirtax advantages and potential cash flow. His corporateVision for Sofi Exploration is to be the partnershipcompany “most admired for its people, partners andperformance”. Mr. Gonzalez continues to develop anextensive vetting process compelling out sourced industryleaders to perform at the highest levels for participation.The corporate goals are execution, tax advantages, andfinalizing the Joint Venture process. ALAN GIRADOT President/CEO, Rush Creek ResourcesAlan Girardot 36, president, and CEO of Rush CreekResources is an independent Texas and Oklahoma energyentrepreneur who established Rush Creek Resources in 2014during the initial shockwave of the most recent oil crash. Priorto establishing Rush Creek, Mr. Girardot served as a seniorexecutive in both private equity venture management andoperations management within the upstream oil and gas sector.He founded Rush Creek to capitalize on the bear energymarket that he believed would facilitate the largest transfer ofmineral wealth Americans have seen in a generation. Since2014 Rush Creek has expanded from an idea to 4,000 mineralacres, 125 wellbores, and a vertically integrated low-costoperating company, during an elongated period of basementoil prices. Additionally, Mr. Girardot graduated from TexasTech University with a B.A. in political science whilesimultaneously serving as a United States Marine duringOperation Iraqi Freedom. 1KIM DREWGeologist Kim Drew has worked mainly in vertical drilling and improving secondary recovery projects but have also developedseveral horizontal ideas in new target formations. Additional responsibilities include managing regulatory filings such aspermitting operations , spacing and pooling expert testimony hearings and disposal well applications.
GEOLOGICAL SUMMARYKim DrewGeological Opinion2This document was issued by Rush Creek Resources The NE Newby Waterflood unit has proven to have significant additional oil reserves inside the unit that we havebeen able to find and produce at impressive rates. It is now time to step out and move up dip and look for the virginsand that should produce hundreds of barrels of oil per day. I have updated my geology using all of the newinformation we have accumulated and I think that the Skinner sand reservoir is much larger and covers hundreds ofadditional acres outside the original waterflood unit boundary. I have also looked at the most recent oil and gasexploration in the area as far as any other potential targets of opportunity that may be available to us in this unit. Thisadditional acreage referred to as the RCR Newby unit 6. appears to be up dip from all the past Skinner production andshould have virgin, or near virgin pressures and oil volumes. Or possibly be over pressured due to the injection ofsaltwater into the downdip wells that would drive the oil into the up dip sand body creating a highly charged oil andgas reservoir. With this in mind I am proposing that you drill a 3300 foot well that I have labeled the RCR Newby# 27-6 well in the C E/2 SW SE of Section 27 T15N R9E. Based on my updated geology this drill site should encounterabove thirty feet of clean, porous oil filled Skinner sand in an area of possibly thicker untapped oil and gas filledsandstone. This location is north and east of the Bishop # 1 well that showed twenty eight feet of beautiful Skinnersand. I feel that we will be up dip from the Bishop # 1 well in an area that has not been depleted and should have virginpressures. The Bishop # 1 well reported initial production of 336 barrels of oil per day. The highest production rate inSection 27 was the Anthis # 1 that reportedly flowed 350 barrels of oil in the first 17 hours for a daily flow rate of 494barrels of oil per day. Of course, I cannot guarantee that we will have that kind of production, but we should be in agreat situation structurally and stratigraphically to see some really high production rates. This is the type of initialproduction that I would not be surprised to see if we find the sand thickness and quality that I think we will. In newdevelopments WFD has drilled three new wells just to the south of our unit in the southeast quarter of section 34. Inthese recent wells they have discovered a new untapped Gilcrease sand reservoir. In the first well the Plumville# 34-1SW NE SE Sec 34 it has been reported to the state as flowing 75 barrels of oil per day after just being perforated. The completion situation that was told to me was that the well blew the perforating gun out of the hole with the loadwater and the well head valve was closed just as the oil began to blow out. I have had this happen to me and it can be avery intense situation that if the valve is shut in time its exhilarating, and if you can't get it shut in time it can be a giantmess in seconds. Fortunately, they got the well shut in. This well reported 350 PSI of shut in pressure which indicatesthat this is a virgin reservoir. With these new developments in mind, I would highly recommend that you drill the RCR# 27-6 well to a depth of 3300 feet in order to test not only the Skinner sand but the Red Fork and Gilcrease sand aswell. This unit should also have room for at least one and up to four additional wells should the first well turn out asprolific a producer as I think it will. Or if additional deeper zones prove productive. I fully expect this proposed well tobe an excellent producer from the Skinner sandstone, and I am excited about the deeper Gilcrease sand as well. I amlooking forward to drilling and completing the well.
OPERATIONAL & J.V SUMMARYA Word From Our Operator(Alan Girardot)3 After additional development of the NE Newby Unit, geological data gathered has led to theslating of additional wells for expansion and potential development in this skinner field. AnAFE for the RCR Newby 27-6 well along with geological data has been provided for yourreview. This will be an eastern offset to the Newby 27.2. Be advised that while we have hadstrong results in the Newby 27.2 and additional offset locations, we are embarking into acreagethat has not been drilled. With that being said, acreage which has not been drilled holds virginpressures and with-it bigger production figures if good reservoir qualities and hydrocarbons areencountered. The Newby 27.6 is one of two locations that will determine the futuredevelopment potential of The NE Newby Waterflood Unit expansion. Your participation inidentifying these expansion opportunities and consideration in continuing this development isappreciated. Sofi Exploration Joint Venture Goals(Alfredo Gonzalez) Sofi Exploration is a non-operating working interest management company. Specializing incommunicating, and facilitating your (IDC’s) intangible drilling cost tax benefits through ourJoint Venture process. The main goal with our outsourced drilling programs is to delivercomplete transparency, tax incentives, and well bore assignments. Once the Joint Venture hasvoted to dissolve, all operational communications, potential production, potential J.I.B (JointInterest Billing Statements) and potential distribution will be handled solely by the operator.
4PRODUCTION MAPThis document was issued by Rush Creek ResourcesCreek County Oklahoma Operations Decades of County Specific Expertise Proven Track Record Conventional Vertical Oil Proven Geological Areas Favorable Regulatory Environment Low Mechanical and Engineering Risks Renewed Interest and Activity in the Area Excellent Potential Reserves to Depth Ratios
SOFI NEWBY SERIES 5Sofi Newby I (Newby 27-2)Commencement of Operations May 2nd 2023RIG ON LOCATION
SOFI NEWBY SERIES6Sofi Newby I (Newby 27-2) Frac ProcessSTIMULATION
SOFI NEWBY SERIES7Sofi Newby I (Newby 27-2)Well PumpACTIVE
SOFI NEWBY SERIES8Sofi Newby I (Newby 27-2)Production Facilities OIL RESERVES
Sofi Newby II (28.1) LeaseSofi Newby II (28.1) Lease API #037-29523API #037-29523 Producing.Producing. Sofi Newby IIISofi Newby III (34.1) Lease(34.1) Lease API #037-29526API #037-29526 ProducingProducingSofi Newby I (27.2) LeaseSofi Newby I (27.2) Lease API #037-29503API #037-29503 Producing.Producing. Google Earth View SOFI NEWBY SERIES(LOCATIONS) This document was issued by Rush Creek Resources9Sofi Newby VI (27.6)Sofi Newby VI (27.6) Proposed Drilling LocationProposed Drilling Location(Offsetting Newby 27-2)(Offsetting Newby 27-2)Sofi Newby IV (27.4) LeaseSofi Newby IV (27.4) Lease API #037-29542API #037-29542Non-CommercialNon-Commercial
Sofi Newby VI Joint Venture (27-6)Sofi Newby VI Joint Venture (27-6) Lease Proposed Drilling areaLease Proposed Drilling area SURVEYThis document was issued by Rush Creek Resources10
DEPOSITION OF SKINNER FORMATION This document was issued by Rush Creek Resources11
SKINNER STRUCTURE MAPThis document was issued by Rush Creek Resources12
LOCATION & ELEVATION MAPThis document was issued by Rush Creek Resources13Sofi Newby VI Joint Venture (27-6)Sofi Newby VI Joint Venture (27-6) Lease Proposed Drilling areaLease Proposed Drilling area
VICINITY MAPThis document was issued by Rush Creek Resources14Sofi Newby VI Joint Venture (27-6)Sofi Newby VI Joint Venture (27-6) Lease Proposed Drilling areaLease Proposed Drilling area
SOFI NEWBY IV JOINT VENTURE(PLAT LOCATION)This document was issued by Rush Creek Resources15 PLAT Sofi Newby VI Joint Venture (27-6)Sofi Newby VI Joint Venture (27-6) Lease Proposed Drilling areaLease Proposed Drilling area
A.F.E(AUTHORIZATION FOR EXPENDITURES)This document was issued by Rush Creek ResourcesAFE is subject to change depending upon market conditions 16
ESTIMATED PARTNERSHIP ECONOMICS(WORKING INTEREST PARTICIPATION)Working Interest W.I. 10 UnitsNet Revenue Interest N.R.I. 22.50%75% N.R.I PARTICIPATION Price30%10 UnitsUnit W.I. N.R.I%1 3.0% 2.25%1/2 1.50% 1.125%1 Unit $30,0001/2 Unit $15,000TOTAL CAPITALIZATION$386,000.0017Drill & Test 10 Units Total1/4 Unit $7,5001/4 0.75% 0.5625%Price1 Unit $8,6001/2 Unit $4,300Completion UponAproval 1/4 Unit $2,150
POTENTIAL REVENUE PROJECTIONS (NOT GUARANTEED) Oil Production Estimates6.68 BPD X$60=$400.80 IPD$400.80 IPD X 30.4 Days=$12,184.32 IPM$12,184.32 IPM X 2.25% N.R.I. =$274.14$274.14 Gross Oil Proceeds Per Month (estimated) Not Including L.O.E’SAnnual return: 0 – 50% (Potential)Oil ProductionTHESE ARE ESTIMATED FIGURES ONLY UPON PRODUCTION.BPD = BARRELS PER DAY MCF = MILLION METRIC CUBIC FEET IPD = INCOME PER DAY IPM = INCOME PER MONTH IPU = INCOME PER UNIT L.O.E. = LEASE OPERATING EXPENSESthese numbers were formulated based on first annual rate of return without expenses and depletion rates. These calculations are estimates only and do not reflect any guarantees Oil Income $60 $65 $706.68Monthly Income (Gross)Does Not Include L.O.E$274.14$296.99 $319.8315Monthly Income (Gross)Does Not Include L.O.E$615.60 $667.00$718.2030Monthly Income (Gross)Does Not Include L.O.E$1,231.20 1,333.80 $1,436.40180Non Commercial Non Productive Zero Income(100% Tax Write Off)
TAX INCENTIVES(EXAMPLE ONLY)Congressional Incentives Encourage Domestic Petroleum DevelopmentOil and Natural Gas from domestic reserves helps to make our country more energy self-sufficient by reducing our dependenceon foreign imports. In light of this, Congress has provided tax incentives to stimulate domestic natural gas and oil productionfinanced by private sources. Drilling projects offer many tax advantages and these benefits greatly enhance the economics. Theincentives are not “Loop Holes” – they were placed in the Tax Code by Congress to make participation in oil and gas venturesone of the best tax-advantaged investments.Intangible Drilling Cost Tax DeductionThe intangible expenditures of drilling (labor, chemicals, mud, grease, etc.) are usually about (65 to 80%) of the cost of a well.These expenditures are considered “Intangible Drilling Costs (IDC)” which are 100% deductible during the first year. Forexample, a $100,000 investment could yield up to $80,000 in tax deductions during the first year of the venture. Thesedeductions are available in the year the money was invested, even if the well does not start drilling until March 31 of the yearfollowing the contribution of capital. (See Section 263 of the Tax Code.)Tangible Drilling Cost Tax DeductionThe total amount of the investment allocated to the equipment “Tangible Drilling Costs (TDC)” is 100% tax-deductible. In theexample above, the remaining tangible cost ($25,000) may be deducted as depreciation over a seven-year period. (See Section263 of the Tax Code.)Active vs. Passive IncomeThe Tax Reform Act of 1986 introduced into the Tax Code the concepts of “Passive” income and “Active” income. The Actprohibits the offsetting of losses from Passive activities against income from Active businesses. The Tax Code specificallystates that a Working Interest in an oil and gas well is NOT a “Passive” Activity, therefore, deductions can be offset againstincome from active stock trades, business income, salaries, etc. (See Section 469(c)(3) of the Tax Code.)Small Producers Tax ExemptionThe 1990 Tax Act provided some special tax advantages for small companies and individuals. This tax incentive, known as the“Percentage Depletion Allowance”, is specifically intended to encourage participation in oil and gas drilling. This tax benefit isnot available to large oil companies, retail petroleum marketers, or refiners that process more than 50,000 barrels per day. The“Small Producers Exemption” allows 15% of the Gross Income (not Net Income) from an oil and gas producing property tobe tax-free.Lease CostsLease costs (purchase of leases, minerals, etc.), sales expenses, legal expenses, administrative accounting, and Lease OperatingCosts (LOC) are also 100% tax-deductible through cost depletion.Alternative Minimum TaxPrior to the 1992 Tax Act, working interest participants in oil and gas ventures were subject to the normal AlternativeMinimalTax to the extent that this tax exceeded their regular tax. This Tax Act specifically exempted Intangible Drilling Costas a Tax Preference item, “Alternative Minimum Taxable Income” generally consists of adjusted gross income, minusallowable Alternative Minimum Tax itemized deduction, plus the sum of tax preference items and adjustments. “Taxpreference items” are preferences existing in the Code to greatly reduce or eliminate regular income taxation. Included withinthis group are deductions for excess Intangible Drilling and Development Costs and the deduction for depletion allowable fora taxable year over the adjusted basis in the Drilling Acreage and the wells thereon.19
K-1 FORM EXAMPLE(EXAMPLE ONLY)20This document was issued by Hensley CPA Firm
K-1 FORM EXAMPLE(EXAMPLE ONLY)21This document was issued by Hensley CPA Firm
K-1 FORM EXAMPLE(EXAMPLE ONLY)22This document was issued by Hensley CPA Firm
TAX BENEFITS(EXAMPLE ONLY)THE BASIC TAX CONSIDERATIONS INVOLVED IN AN OIL & GAS INVESTMENT 1. INTANGIBLE DRILLING COSTS:Up to 80% of the investment amount constitutes what is known as intangible Drilling Costs (IDC), and is deductible against active, passive or portfolio income in the first year incurred. This includes all labor-relatedcosts for the prospect well. Including, but not limited to, drilling contractors, professional services, and others. Thetotal amount of IDC is reported to each participant at the end of the year. Please consult with your tax advisor forfurther details. 2. TANGIBLE DRILLING COSTS:Approximately 20% of the amount of costs to drill the well constitutes Tangible Drilling Costs (TDC). Thisincludes, but is not limited to, all well equipment, piping, storage tanks, wellhead equipment, lease expenses, andothers. The exact amount will be determined after the well is drilled. This portion of an investment is depreciatedover a seven year period. Please consult with your tax advisor for further details.EXAMPLE ONLYESTIMATED TAX INVESTMENT EXAMPLEA$38,600x 80% $30,880+ $1,102.85$31,982.85Investment Amount Intangible Drilling Costs (ESTIMATE) 1st year deductions of intangible drilling costs (ESTIMATE) 1st year depreciation deduction (estimate) (38,600 x .20 divided by 7 years)TOTAL FIRST YEAR TAX DEDUCTIONS (ESTIMATE)B$31,982.85x 35%$11,193.99Total Deduction (ESTIMATE) Maximum Income Tax BracketTOTAL FIRST YEAR CASH VALUE OF DEDUCTIONS (ESTIMATE)C$38,600- $11,193.99$27,406.01Investment Amount ACTUAL CASH SAVINGS FROM TAX DEDUCTIONS (ESTIMATE)AFTER TAX CASH INVESTMENT (ESTIMATE) 3. DEPLETION ALLOWANCECurrently, the depletion allowance is 15%. This means that fifteen cents of every dollar is tax-free. Please consultwith your tax advisor for further details. 4. STATE INCOME TAXESState income taxes could add substantial additional savings, however, they may vary from state to state. Pleaseconsult with your tax advisor for further details.23
COMPANY PORTFOLIO (OKLAHOMA)24OPERATOR NUMBER:(OKLAHOMA 734825) (TEXAS 23895)Sofi Newby IIJoint Venture 2023 ProducingA.P.I #037-29523OperatorRush Creek ResourcesStateOklahomaSofi Newby IIIJoint Venture 2023 ProducingA.P.I #037-29526OperatorRush Creek ResourcesStateOklahomaSofi NewbyJoint Venture 2023 ProducingA.P.I #037-29503OperatorRush Creek ResourcesStateOklahomaSofi Newby IVJoint Venture 2025 Non-CommercialA.P.I #037-29542OperatorRush Creek ResourcesStateOklahomaSofi Black BearJoint Venture 2023 Marginal ProducerA.P.I #037-29511OperatorRush Creek ResourcesStateOklahomaSofi Black Bear IIJoint Venture 2023 Refunded & Transferred A.P.I #N/AOperatorRush Creek ResourcesStateOklahomaSofi Gunsight HillJoint Venture 2023 Non CommericalA.P.I #107-23642OperatorRush Creek ResourcesStateOklahoma
COMPANY PORTFOLIO (OKLAHOMA)25Sofi Fox Joint Venture 2022 Marginal ProducerA.P.I #35037044673503704466OperatorRush Creek ResourcesStateOklahomaSofi Carr Joint Venture 2022Marginal ProducerA.P.I #3503704457OperatorRush Creek ResourcesStateOklahomaSofi DrakeJoint Venture 2022Marginal ProducerA.P.I #3503704457OperatorRush Creek ResourcesStateOklahomaSofi MichiganJoint Venture 2022Non Commercial Transfer A.P.I #35037291380000OperatorRush Creek Resouces StateOklahomaSofi Carr IIIJoint Venture 2023ProducingA.P.I #037-29524OperatorRush Creek ResourcesStateOklahomaOPERATOR NUMBER:(OKLAHOMA 734825) (TEXAS 23895)Sofi Three HillsJoint Venture 2023 Non CommercialA.P.I #037-29522OperatorRush Creek ResourcesStateOklahoma
COMPANY PORTFOLIO(TEXAS, LOUSIANA) 26Sofi Nacatoch IIIJoint Venture 2023 Transfer/RefundedA.P.I #N/AOperatorNew CenturyExplorationStateNorthLousianaSofi KMF IJoint Venture 2023/2024 Completing A.P.I #42-247-32495OperatorNew CenturyExplorationStateTexasSofi KMF IIJoint Venture 2023/2024 ProducingA.P.I #42-247-32496OperatorNew CenturyExplorationStateTexasSofi KMF IIIJoint Venture 2024 CompletingA.P.I #42-247-32497OperatorNew CenturyExplorationStateTexasSofi KMF IVJoint Venture 2024 CompletingA.P.I #42-247-32498OperatorNew CenturyExplorationStateTexasOPERATOR NUMBER:(LOUSIANA N099) (TEXAS 606055) Sofi SugarberryJoint Venture 2024Non-CommercialA.P.I #42-547-30045OperatorNew CenturyExplorationStateTexasSofi KMF V & VIJoint Venture 2024FundedA.P.I #Coming SonnOperatorNew CenturyExplorationStateTexas
COMPANY PORTFOLIO(TEXAS, LOUSIANA) 27Sofi Gold I, II,IIIJoint Ventures 2021ProducingA.P.I #42-239-33959OperatorNew CenturyExplorationStateTexasSofi 7Joint Venture 2022Transferred A.P.I #Not ApplicableOperatorNew CenturyExplorationStateTexasSofi Elite III Joint Venture 2022ProducingA.P.I #42-203-35452 OperatorNew CenturyExplorationStateEastTexasSofi Elite II Joint Venture 2022ProducingA.P.I #42-203-35452 OperatorNew CenturyExplorationStateEastTexasOPERATOR NUMBER:(LOUSIANA N099) (TEXAS 606055) Sofi PresslyJoint Venture 2023 Non commercial A.P.I #42-239-33965OperatorNew CenturyExplorationStateEastTexasSofi Nacatoch IJoint Venture 2023, Non CommercialA.P.I #17015243860000OperatorNew CenturyExplorationState NorthLouisianaSofi Nacatoch IIJoint Venture 2023 Transfer/RefundedA.P.I #17015240850000OperatorNew CenturyExplorationStateNorthLousiana
COMPANY PORTFOLIO (TEXAS, LOUSIANA)28Sofi Tyler Joint Venture 2019ProducingA.P.I #42-457-30557 OperatorNew CenturyExplorationStateTexasSofi SandsJoint Venture 2019Interest Released A.P.I #42-241-33187 OperatorNew CenturyExplorationStateTexasSofi LivJoint Venture 2020Non Commercial Transfer A.P.I #42-419-314220OperatorNew CenturyExplorationStateTexasSofi PhoenixJoint Venture 2019Interest Released A.P.I #42-203-35385OperatorNew CenturyExplorationStateTexasSofi Elite IJoint Venture 2018ProducingA.P.I #42-203-35314OperatorNew CenturyExplorationStateTexasOPERATOR NUMBER:(LOUSIANA N099) (TEXAS 606055) Sofi BlueJoint Venture 2021Producing A.P.I #42-239-33958OperatorNew CenturyExplorationStateTexasSofi PrimeJoint Venture 2020 Non Commercial TransferA.P.I #17-015-24570OperatorNew CenturyExplorationStateLousiana
CERTIFICATE OFINSURANCE 29This document was issued by Rush Creek Resources
INDUSTRY PARTNERS &REFERENCESNew Century Exploration, Inc.Phil MartinPresident/CEOPhilmartin@newcenturyexp.comO: 281-664-7000D: 713-857-0119Alan Girardot President/ CEOagirardot@rushcreekresources.comD:214-329-5979Alfredo M. GonzalezPresident/CEOAlfredo@sofiexploration.comO: 469-802-0332D: 214-514-9022REFERENCESDoug KittelsonDoug@kittelsonlaw.comWWW.KITTELSONLAW.COMO: 214-734-2700C: 214-704-5721Karey Rebello krebello@hensleycpa.usWWW.HENSLEYCPAS.USO: 214-390-9071KITTELSONLAW OFFICE30
1880 West Prosper Trail, Prosper Texas 75078469.802.0332-Alfredo@sofiexploration.com"Newby 27-6"