Miller Energy Resources Inc - SERIES D

Miller Energy Resources Inc was formed in Delaware in November 1985. In January 1997, it acquired Miller Petroleum, Inc., a privately-held company, in a reverse merger in which Miller Petroleum, Inc. In conjunction with this transaction, the Company changed its name to Miller Petroleum, Inc. and re-domesticated to the State of Tennessee. The Company is an exploration and production company that utilizes seismic data and other technologies for the geophysical exploration, development and production of oil and natural gas wells in the Cook Inlet Basin of southcentral Alaska and the Appalachian region of eastern Tennessee. The Company focuses its efforts on activities in the Cook Inlet and Susitna Basins of Alaska as well as the Appalachian region of East Tennessee. The Cook Inlet Basin contains large oil and gas deposits including multiple offshore fields. The Cook Inlet is a vast estuary stretching 180 miles from the Gulf of Alaska to Anchorage in southcentral Alaska. The Inlet separates the Kenai Peninsula in the east from the Alaska Peninsula in the west. The Cook Inlet Basin underlying this region contains large oil and gas deposits including several offshore fields. There are also numerous oil and gas pipelines located in and under the Cook Inlet. The Cook Inlet Basin has produced approximately 1.3 billion barrels of oil and 7.8 trillion cubic feet ('tcf') of natural gas. The Susitna Basin underlies the sprawling Susitna River valley to the north of Anchorage. The Susitna Basin lies directly north of the Cook Inlet Basin, separated by the Castle Mountain Fault, and has similar geology. Wells drilled within its acreage range from approximately 1,500 to 4,200 feet in depth with major targets in descending order being: the Mississippian age Monteagle Limestone and Fort Payne Limestone, and the Devonian age Chattanooga Shale, with the Fort Payne Limestone being the primary oil target. The existing markets for natural gas production in southcentral Alaska are the Tesoro Nikiski Refinery, utility companies, petrochemical manufacturing, the production of LNG for export to Asian markets, and the production of synthetic crude oil ('syncrude'). Presently, its sole market for crude oil produced from its Alaskan operations is the Tesoro Nikiski Refinery. Crude oil is shipped by pipeline and tanker vessel to the Tesoro Nikiski Refinery, operated by Tesoro Alaska Petroleum Company ('Tesoro'). It competes with a number of other companies doing business in Alaska, Tennessee and elsewhere, including large oil and gas companies and other operators. The Company's exploration and production business is subject to various federal, state and local laws and regulations on the taxation of natural gas and oil, the development, production and marketing of natural gas and oil and environmental and safety matters.