Page 9 - PennProject
P. 9

RISK FACTORS

               Oil  and  gas  exploration  and  development  activities  are  inherently  dangerous  and  involve
               significant risks of losses and liabilities to third parties.  In addition to encountering these risks,
               purchasers will encounter other significant risks peculiar to ownership of Units.  Investment in
               Units are suitable only for those persons who fully understand and can afford to bear such risks
               and who have no need for liquidity from such investments, i.e. accredited investors.  Prospective
               Purchasers are urged to analyze the risk factors discussed below as well as other risks factors
               attendant to investments in Units and to consult with their own legal, tax and financial advisors
               concerning these matters prior to purchasing units.  You are also encouraged to ask questions of
               the Operator.

               There is no assurance that the proposed activities herein will be successful or even if they are that
               it will be in sufficient quantities to enable purchasers to recoup a part or all of their investments.

               Drilling or developing activities may be curtailed or delayed as a result of delivery delays, weather
               and shortages of drilling rigs, equipment, materials and supplies.  There is no assurance that delays
               or shortages will not be encountered in the program.

               Prospective Purchasers must recognize that the Units have neither been, nor will they be, registered
               under  the  securities  act  of  1933,  as  amended,  or  any  states’  securities  laws.    Therefore,  no
               regulatory authority has reviewed the terms of this offering and thus purchasers do not necessarily
               have any of the protection afforded by applicable federal and state securities laws.

               There is no market for the Units and none is likely to develop; accordingly no Purchaser should
               expect to be able to readily liquidate his/her investment in case of emergency.

               The Operator expects to own and acquire other oil, gas and mineral prospect and interests therein
               and  contemplates  developing  these  interests  for  its  own  account  and/or  jointly  with  others.
               Purchasers will acquire no interest in these prospects or tracts or any minerals other than those
               found in the prospect by virtue of purchasing Units offered hereby.  The Operator will devote only
               so much of its time to the activities of the program as in its judgment is reasonably required.

               It should be noted by Prospective Purchasers that significant risks exist that could prevent an oil
               and gas operator from successfully completing a particular well even though test results would
               unquestionably compel a prudent operator to attempt to complete such well.  The physical acts of
               completing and equipping a well for the production of hydrocarbons, and the treatment and
               stimulation of subsurface geologic formations are complex, and often require techniques at the
               frontiers of applicable science and technology.  The mere fact that the Operator may call for a
               completion attempt after analyzing the results of drilling and testing the program well should not
               be construed as a representation that the well will be a commercial success.

               There is no guarantee the prices received for any oil or gas in the future or at the time of
               completion will render the well(s) commercial.  Furthermore, there is no guarantee the state or
               federal government will not institute further price controls or regulations on the wells.
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