
IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: ABARTA OIL & GAS CO., LLC, Debtor. Chapter 11 Case No. 21-22406-CMB NOTICE OF SALE, BIDDING PROCEDURES, AUCTION, AND SALE HEARING PLEASE TAKE NOTICE that the above-captioned debtor (the Debtor) filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Western District of Pennsylvania (the Bankruptcy Court) on November 7, 2021 (the Petition Date). PLEASE TAKE FURTHER NOTICE that, on the Petition Date, the Debtor filed a motion (the Sale and Bidding Procedures Motion) with the Bankruptcy Court seeking entry of an order, among other things, granting the following relief in connection with the Debtor's proposed sale (the Sale) of certain assets of the Debtor (the Acquired Assets): (a) approving the Bidding Procedures pursuant to which the Debtor will solicit and select the highest and otherwise best offer for the Sale; (b) scheduling and conducting an auction (the Auction), if necessary; (c) establishing procedures for the assumption and assignment of executory contracts and unexpired leases in connection with the Sale, including notice of proposed Cure Costs (the Assumption and Assignment Procedures); and (d) scheduling a hearing (the Sale Hearing) to approve the Sale. PLEASE TAKE FURTHER NOTICE that, on November 19, 2021, the Bankruptcy Court entered an order (the Bidding Procedures Order) approving, among other things, the Bidding Procedures, which establish the key dates and times related to the Sale and the Auction. All interested bidders should carefully read the Bidding Procedures Order and the Bidding Procedures in their entirety. Contact Person for Parties Interested in Submitting a Bid The Bidding Procedures set forth the requirements for becoming a Qualified Bidder and submitting a Qualified Bid, and any party interested in making an offer to purchase the Acquired Assets must comply strictly with the Bidding Procedures. Only Qualified Bids will be considered by the Debtor, in accordance with the Bidding Procedures. Any interested bidder should contact, as soon as possible: Copper Run Capital, LLC c/o Jason Stevens 1201 Dublin Road, Floor 3 Columbus, Ohio 43215 jstevens@copperruncap.com (614) 888-1786 Obtaining Additional Information Copies of the Sale and Bidding Procedures Motion, the Bidding Procedures and the Bidding Procedures Order, as well as all related exhibits, including the Stalking Horse Agreement and all other documents filed with the Bankruptcy Court, are available on PACER or can be requested by e-mail to Campbell & Levine, LLC, Attn: Kathryn L. Harrison, Esq. at kharrison@camlev.com. Important Dates and Deadlines 1. Bid Deadline. The deadline to submit a Qualified Bid is January 11, 2022 at 5:00 pm EST. 2. Auction. If the Debtor receives one or more Qualified Bids for the Acquired Assets, in addition to the Stalking Horse Bid, the Debtor will conduct the Auction, which shall take place at 10:00 a.m. EST on January 13, 2022, at the office of Campbell & Levine, LLC, 310 Grant Street, Suite 1700, Pittsburgh, Pennsylvania 15219, or virtually on a customary virtual video conference platform, or such other date, time and location as shall be timely communicated to all entities entitled to attend the Auction. 3. Auction Objection and Sale Objection Deadlines. The deadline to file an objection with the Bankruptcy Court to the Sale Order, the Stalking Horse Bidder, or the Sale with the Stalking Horse Bidder (collectively, the Sale Objections) is December 22, 2021 at 5:00 pm EST (the Sale Objection Deadline). If the Auction is held, parties may object to the conduct of the Auction, the Successful Bidder, or the Sale with the Successful Bidder (other than the Stalking Horse Bidder) at or before the Sale Hearing, as defined below (the Auction Objection Deadline) 4. Rights Notice Deadline. The deadline for any person or entity who asserts that any property or right (contractual or otherwise) cannot be transferred, sold, conveyed, assumed, and/or assigned free and clear of all liens, claims, encumbrances and other interests as provided in the Sale and sections 363 and/or 365 of the Bankruptcy Code on account of one or more alleged approval rights, consent rights, preferential purchase rights, rights of purchase, rights of first refusal, rights of first offer, tag-along rights, rights upon or related to any change in control, rights to restrict or change the Successful Bidder from becoming or continuing as the operator of the Acquired Assets for any reason, or similar rights (each of the foregoing an Asserted Right and such person or entity, an Asserted Rights Holder) to file a notice of such Asserted Right with all supporting documentation (a Rights Notice) with the Bankruptcy Court is December 22, 2021 at 5:00 pm EST (the Rights Notice Deadline). 5. Sale Hearing. A hearing (the Sale Hearing) to approve and authorize the Sale to the Successful Bidder will be held before the Court via the Zoom Video Conference Application on January 19, 2022 at 10:00 a.m. EST or such other date as determined by the Bankruptcy Court. To join the Zoom Hearing, please initiate by using the following link 15 minutes prior to the scheduled hearing time: https://www.zoomgov.com/j/16143800191, or alternatively, attend by using the following Meeting ID: 161 4380 0191. ALL HEARING PARTICIPANTS ARE REQUIRED TO REVIEW AND COMPLY WITH THE ZOOM PROCEDURES, which can be found at https://www.pawb.uscourts.gov/sites/default/files/.pdfs/cmb-proc-videohrg.pdf. Filing Objections Sale Objections and Auction Objections, if any, must: (a) be in writing; (b) state, with specificity, the legal and factual bases thereof; (c) be filed with the Bankruptcy Court by no later than the Sale Objection Deadline or Auction Objection Deadline, as applicable; and (d) be served in accordance with the Local Rules for the United States Bankruptcy Court for the Western District of Pennsylvania. CONSEQUENCES OF FAILING TO TIMELY ASSERT AN OBJECTION Any party who fails to make a timely Sale Objection on or before the Sale Objection Deadline in accordance with the Bidding Procedures Order and this Notice shall be forever barred from asserting any Sale Objection, including with respect to the transfer of the Acquired Assets free and clear of all liens, claims, encumbrances, and other interests. Any party who fails to make a timely Auction Objection on or before the Auction Objection Deadline in accordance with the Bidding Procedures Order and this Notice shall be forever barred from asserting any Auction Objection, including with respect to the transfer of the Acquired Assets free and clear of all liens, claims, encumbrances and other interests. CONSEQUENCES OF FAILING TO TIMELY FILE A RIGHTS NOTICE Any Asserted Rights Holder failing to timely file a Rights Notice shall be (a) forever barred from objecting to the transfer, sale, assumption, and/or assignment of the Debtor's right, title, and interest in, to and under the Acquired Assets and any Acquired Contracts free and clear of all liens, claims, encumbrances and other interests except as otherwise set forth in the definitive agreement of the Successful Bidder and from asserting any Asserted Rights with respect to the Debtor's transfer, sale, assumption, and/or assignment of the Debtor's right, title and interest in, to and under such properties, as set forth in the definitive agreement of the Successful Bidder and (b) deemed to consent to and approve of the transfer, sale, assumption, and/or assignment of the Debtor's right, title and interest in, to and under the properties, free and clear of all liens, claims, encumbrances, and other interests except as otherwise set forth in the definitive agreement of the Successful Bidder (regardless of whether such consent must be in writing). SALE TO BE FREE AND CLEAR OF LIENS, CLAIMS, AND INTERESTS Except as provided in the Stalking Horse Agreement, or another Successful Bidder's purchase agreement, all of the Debtor's right, title and interest in and to the Acquired Assets subject thereto shall be sold free and clear of any pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon to the maximum extent permitted by section 363 of the Bankruptcy Code. NO SUCCESSOR LIABILITY The Sale will be free and clear of, among other things, any claim arising from any conduct of the Debtor prior to the closing of the Sale, whether known or unknown, whether due or to become due, whether accrued, absolute, contingent or otherwise, so long as such claim arises out of or relates to events occurring prior to the closing of the Sale. Accordingly, as a result of the Sale, the Successful Bidder will not be a successor to the Debtor by reason of any theory of law or equity, and the Successful Bidder will have no liability, except as expressly provided in the Successful Bidder's Asset Purchase Agreement, for any liens, claims, encumbrances and other interests against the Debtor or the Acquired Assets under any theory of law, including successor liability theories. Dated: November 19, 2021 CAMPBELL & LEVINE, LLC Pittsburgh, Pennsylvania By: s/ Kathryn L. Harrison Paul J. Cordaro, Esq. PA I.D. No. 85828 pcordaro@camlev.com Kathryn L. Harrison, Esq. PA I.D. No. 209601 kharrison@camlev.com Gwenyth S. Gamble Jarvi, Esq. PA I.D. No. 325674 ggamblejarvi@camlev.com 310 Grant St., Suite 1700 Pittsburgh, PA 15219 Tel: 412-261-0310 Fax: 412-261-5066 Counsel to the Debtor