0001062993-12-000554.txt : 20120215 0001062993-12-000554.hdr.sgml : 20120215 20120214183425 ACCESSION NUMBER: 0001062993-12-000554 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: BLACKWELL PARTNERS, LLC GROUP MEMBERS: DUKE ENDOWMENT GROUP MEMBERS: GOTHIC CORP GROUP MEMBERS: GOTHIC ERP GROUP MEMBERS: GOTHIC HSP GROUP MEMBERS: JOHN BURBANK GROUP MEMBERS: PASSPORT ENERGY MASTER FUND SPC LTD GROUP MEMBERS: PASSPORT GLOBAL MASTER FUND SPC LTD GROUP MEMBERS: PASSPORT PLUS, LLC GROUP MEMBERS: PASSPORT SPECIAL OPPORTUNITIES MASTER FUND, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: C&J Energy Services, Inc. CENTRAL INDEX KEY: 0001509273 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 205673219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86590 FILM NUMBER: 12613532 BUSINESS ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-260-9900 MAIL ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Passport Capital, LLC CENTRAL INDEX KEY: 0001352428 IRS NUMBER: 943368567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PASSPORT CAPITAL, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-321-4610 MAIL ADDRESS: STREET 1: C/O PASSPORT CAPITAL, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 sched13g.htm SCHEDULE 13G Passport Capital, LLC: Form SC 13G - Filed by newsfilecorp.com

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. _)

C&J Energy Services, Inc.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

12467B304
(CUSIP Number)

December 31, 2011
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

/  /     Rule 13d-1(b)
/X/    Rule 13d-1(c)
/  /     Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

2

CUSIP No. 12467B304

1. Name of Reporting Person:

Passport Special Opportunities Master Fund, LP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands


Number of
shares
beneficially
owned by
each
reporting
person
with:
5. Sole Voting Power: -0-
 
 
6. Shared Voting Power: 890,000 (see Item 2 & 4)
 
 
7. Sole Dispositive Power: -0-
 
 
8. Shared Dispositive Power: 890,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

890,000*

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

 / /

11. Percent of Class Represented by Amount in Row (9): 1.72% **

12. Type of Reporting Person: PN

 

______________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


3

CUSIP No. 12467B304

1. Name of Reporting Person:

Passport Energy Master Fund SPC Ltd for and on behalf of Portfolio A - Energy Strategy

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands


Number of
shares
beneficially
owned by
each
reporting
person
with:
5. Sole Voting Power: -0-
 
 
6. Shared Voting Power: 440,000 (see Item 2 & 4)
 
 
7. Sole Dispositive Power: -0-
 
 
8. Shared Dispositive Power: 440,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

440,000*

*Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0.85% **

12. Type of Reporting Person: CO

________________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


4

CUSIP No. 12467B304

1. Name of Reporting Person:

Blackwell Partners, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Georgia


Number of
shares
beneficially
owned by
each
reporting
person
with:
5. Sole Voting Power: -0-
 
 
6. Shared Voting Power: 355,000 (see Item 2 & 4)
 
 
7. Sole Dispositive Power: -0-
 
 
8. Shared Dispositive Power: 355,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

355,000*

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0.68% **

12. Type of Reporting Person: OO

____________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


5

CUSIP No. 12467B304

1. Name of Reporting Person:

Gothic Corporation

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: North Carolina


Number of
shares
beneficially
owned by
each
reporting
person
with:
5. Sole Voting Power: -0-
 
 
6. Shared Voting Power: 184,600 (see Item 2 & 4)
 
 
7. Sole Dispositive Power: -0-
 
 
8. Shared Dispositive Power: 184,600 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

184,600

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0.36%

12. Type of Reporting Person: OO

_______________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


6

CUSIP No. 12467B304

1. Name of Reporting Person:

The Duke Endowment

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: North Carolina


Number of
shares
beneficially
owned by
each
reporting
person
with:
5. Sole Voting Power: -0-
 
 
6. Shared Voting Power: 82,360 (see Item 2 & 4)
 
 
7. Sole Dispositive Power: -0-
 
 
8. Shared Dispositive Power: 82,360 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

82,360

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0.16%

12. Type of Reporting Person: OO

______________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


7

CUSIP No. 12467B304

1. Name of Reporting Person:

Gothic ERP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: North Carolina


Number of
shares
beneficially
owned by
each
reporting
person
with:
5. Sole Voting Power: -0-
 
 
6. Shared Voting Power: 25.205 (see Item 2 & 4)
 
 
7. Sole Dispositive Power: -0-
 
 
8. Shared Dispositive Power: 25,205 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

25,205

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0.05%

12. Type of Reporting Person: OO

_________________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


8

CUSIP No. 12467B304

1. Name of Reporting Person:

Gothic HSP

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: North Carolina


Number of
shares
beneficially
owned by
each
reporting
person
with:
5. Sole Voting Power: -0-
 
 
6. Shared Voting Power: 62,835 (see Item 2 & 4)
 
 
7. Sole Dispositive Power: -0-
 
 
8. Shared Dispositive Power: 62,835 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

62,835

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 0.12%

12. Type of Reporting Person: OO

_______________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


9

CUSIP No. 12467B304

1. Name of Reporting Person:

Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A – Global Strategy

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

  5. Sole Voting Power: -0-
Number of  
shares  
beneficially 6. Shared Voting Power: 1,345,000 (see Item 2 & 4)
owned by  
each  
reporting 7. Sole Dispositive Power: -0-
person  
with:  
  8. Shared Dispositive Power: 1,345,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

1,345,000*

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 2.59% **

12. Type of Reporting Person: CO

________________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


10

CUSIP No. 12467B304

1. Name of Reporting Person:

Passport Plus, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

  5. Sole Voting Power: -0-
Number of  
shares  
beneficially 6. Shared Voting Power: 890,000 (see Item 2 & 4)
owned by  
each  
reporting 7. Sole Dispositive Power: -0-
person  
with:  
  8. Shared Dispositive Power: 890,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

890,000*

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 1.72% **

12. Type of Reporting Person: OO

__________________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


11

CUSIP No. 12467B304

1. Name of Reporting Person:

Passport Capital, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

  5. Sole Voting Power: -0-
Number of  
shares  
beneficially 6. Shared Voting Power: 3,030,000 (see Item 2 & 4)
owned by  
each  
reporting 7. Sole Dispositive Power: -0-
person  
with:  
  8. Shared Dispositive Power: 3,030,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,030,000*

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 5.84% **

12. Type of Reporting Person: IA

__________________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


12

CUSIP No. 12467B304

1. Name of Reporting Person:

John Burbank

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: United States

  5. Sole Voting Power: -0-
Number of  
shares  
beneficially 6. Shared Voting Power: 3,030,000 (see Item 2 & 4)
owned by  
each  
reporting 7. Sole Dispositive Power: -0-
person  
with:  
  8. Shared Dispositive Power: 3,030,000 (see Item 2 & 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,030,000*

*Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 5.84% **

12. Type of Reporting Person: IN

_______________________

*

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.

   
**

This percentage is based on the 51,886,574 shares issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10Q for the period ending September 30, 2011.


13

Item 1(a). Name of Issuer:
   
  C&J Energy Services, Inc. (the “Company”).
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  10375 Richmond Avenue, Suite 2000
  Houston, Texas 77042
   
Item 2(a). Name of Persons Filing:
   
  Passport Special Opportunities Master Fund, LP (“Fund I”);
Passport Energy Master Fund SPC Ltd for and on behalf of Portfolio A - Energy (“Fund II”);
Blackwell Partners, LLC (“Account I”); with respect to the shares of Common Stock directly owned by it;
       Gothic Corporation;
     The Duke Endowment;
     Gothic ERP; and
     Gothic HSP.
  Passport Plus, LLC (“Passport Plus”);
Passport Capital, LLC (“Passport Capital”); and
John Burbank (“Burbank”, together with Fund I, Fund II, Passport Plus, Passport Advisors and the Reporting Persons).

Burbank is the sole managing member of Passport Capital which serves as investment manager to Fund I, Fund II, and Account I. Passport Plus is the general partner of Fund I. Passport Capital is the managing member of Passport Plus. As a result, each of Burbank and Passport Capital may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of all Shares owned of record by Fund I, Fund II, and Account I. Additionally various other entities may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of all Shares, specifically Passport Plus in regards to shares beneficially held by Fund I. This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than the Fund I, Fund II, Account I) is the beneficial owner of the securities covered by this statement.

Item 2(b). Address of Principal Business Office:
   
  For each Reporting Person:
   
  C/O PASSPORT CAPITAL
  30 HOTALING PLACE SUITE 300
  SAN FRANCISCO, CA 94111
   
Item 2(c). Citizenship:
   
  See row 4 of each Reporting Persons’ respective cover page.
   
Item 2(d). Title of Class of Securities:

14

  Common Shares of the Company (the “Common Shares”)
   
Item 2(e). CUSIP Number: 12467B304
   
Item 3. Not applicable.
   
Item 4. Ownership

  (a)

Amount beneficially owned:

     
 

See Item 9 of each Reporting Persons’ respective cover page.

     
  (b)

Percent of class:

     
 

See Item 11 of each Reporting Persons’ respective cover page.

     
  (c)

Number of shares for which each Reporting Person has sole or shared voting on disposition:

     
 

See Items 5-8 of each Reporting Persons’ respective cover page.


  *

Number consists solely of common stock issuable upon conversion of certain convertible notes of the issuer held by the reporting persons.


Item 5. Ownership of Five Percent or Less of a Class
   

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company
 
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group
   
  Not Applicable.
   
Item 9. Notice of Dissolution of a Group
   
  Not Applicable.
   
Item 10. Certification
   

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the


15

securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

16

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2012

  PASSPORT SPECIAL OPPORTUNITIES
  MASTER FUND, LP
   
   
             By: PASSPORT PLUS, LLC,
             as General Partner
   
   
             By: PASSPORT CAPITAL, LLC,
             as Managing Member
   
   
             By: /s/ JOHN BURBANK         
                         John Burbank
                         Managing Member
   
   
  PASSPORT ENERGY MASTER FUND SPC LTD
  FOR AND ON BEHALF OF PORTFOLIO A –
  ENERGY STRATEGY
   
   
             By: /s/ JOHN BURBANK           
                         John Burbank
                         Director
   
   
  BLACKWELL PARTNERS, LLC
   
   
              By: /s/ BART BRUNK        
                         Bart Brunk
                         Controller
   
   
             GOTHIC CORPORATION
   
   
             By: /s/ BART BRUNK                 
                         Bart Brunk
                         Authorized Officer

17

             THE DUKE ENDOWMENT
   
   
             By: /s/ BART BRUNK            
                         Bart Brunk
                         Authorized Officer
   
   
             GOTHIC ERP
   
   
             By: /s/ BART BRUNK                
                         Bart Brunk
                         Authorized Officer
   
   
             GOTHIC HSP
   
   
             By: /s/ BART BRUNK                
                         Bart Brunk
                         Authorized Officer
   
   
  NORGES BANK (CENTRAL BANK OF
  NORWAY)
   
   
             By: PASSPORT CAPITAL, LLC,
             as Investment Advisor
   
   
             By: /s/ JOHN BURBANK             
                         John Burbank
                         Managing Member
   
   
  PASSPORT PLUS, LLC
   
            By: PASSPORT CAPITAL, LLC,
                         as Managing Member
   
             By: /s/ JOHN BURBANK              
                         John Burbank,
                         Managing Member

18

  PASSPORT ADVISORS, LP
   
             By: PASSPORT HOLDINGS, LLC,
                     as General Partner
   
             By: PASSPORT CAPITAL, LLC,
                      as Managing Member
   
             By: /s/ JOHN BURBANK       
                         John Burbank,
                         Managing Member
   
  PASSPORT HOLDINGS, LLC
   
             By: PASSPORT CAPITAL, LLC,
                     as Managing Member
   
             By: /s/ JOHN BURBANK         
                         John Burbank,
                         Managing Member
   
  PASSPORT CAPITAL, LLC
   
  By: /s/ JOHN BURBANK                    
             John Burbank,
             Managing Member
   
          /s/ JOHN BURBANK                  
          John Burbank
   
  JOHN BURBANK
   
  By: /s/ JOHN BURBANK                       

19

     Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the statement on Schedule 13G to which this agreement is attached as an exhibit.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

     IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 14, 2012.

  PASSPORT SPECIAL OPPORTUNITIES
  MASTER FUND, LP
   
             By: PASSPORT PLUS, LLC,
             as General Partner
   
   
             By: PASSPORT CAPITAL, LLC,
             as Managing Member
   
   
             By: /s/ JOHN BURBANK                    
                         John Burbank
                         Managing Member
   
   
  PASSPORT ENERGY MASTER FUND SPC LTD
  FOR AND ON BEHALF OF PORTFOLIO A –
  ENERGY STRATEGY
   
   
             By: /s/ JOHN BURBANK                      
                         John Burbank
                         Director
   
   
  BLACKWELL PARTNERS, LLC
   
   
             By: /s/ BART BRUNK                          
                         Bart Brunk
                         Controller

20

             GOTHIC CORPORATION
   
   
             By: /s/ BART BRUNK              
                         Bart Brunk
                         Authorized Officer
   
   
             THE DUKE ENDOWMENT
   
   
             By: /s/ BART BRUNK            
                         Bart Brunk
                         Authorized Officer
   
   
             GOTHIC ERP
   
   
             By: /s/ BART BRUNK            
                         Bart Brunk
                         Authorized Officer
   
   
             GOTHIC HSP
   
   
             By: /s/ BART BRUNK             
                         Bart Brunk
                         Authorized Officer
   
   
  PASSPORT PLUS, LLC
   
   
             By: PASSPORT CAPITAL, LLC,
                    as Managing Member
   
   
             By: /s/ JOHN BURBANK         
                         John Burbank,
                         Managing Member
   
   
  PASSPORT ADVISORS, LP
   
   
             By: PASSPORT HOLDINGS, LLC,
                         as General Partner

21

             By: PASSPORT CAPITAL, LLC,
                     as Managing Member
   
   
               By: /s/ JOHN BURBANK              
                      John Burbank,
                       Managing Member
   
   
  PASSPORT HOLDINGS, LLC
   
   
             By: PASSPORT CAPITAL, LLC,
                    as Managing Member
   
   
              By: /s/ JOHN BURBANK             
                      John Burbank,
                     Managing Member
   
   
  PASSPORT CAPITAL, LLC
   
   
  By: /s/ JOHN BURBANK                     
          John Burbank,
          Managing Member
   
   
           /s/ JOHN BURBANK                      
           John Burbank
   
   
  JOHN BURBANK
   
   
  By: /s/ JOHN BURBANK