CONTINENTAL RESOURCES, INC

17 Aug 2012capital raising announcement● NeutralMajor

The Wheatland acquisition closed on August 13, 2012: Continental received Wheatland's oil and gas properties in Mississippi, Montana, North Dakota and Oklahoma in exchange for 3,916,157 new shares, valued at $313,292,574 at closing. The shares went to Hamm's trust and Hume (75%/25%), who also received registration rights (demand and piggyback, $40 million minimum). This resolves the Wheatland thread; the filing does not state the vote result, and the closing value is below the $340 million unadjusted price.

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2 Apr 2012capital raising announcement● NeutralMajor

On March 27, 2012 Continental agreed to buy substantially all the oil and gas properties of Wheatland Oil Inc. (in Mississippi, Montana, North Dakota and Oklahoma) for $340 million, paid in Continental shares. Wheatland is owned 75% by CEO Harold Hamm's revocable trust and 25% by President and COO Jeffery Hume, so this is a related-party deal. The share count depends on a 20-day average price, with the price floored at $80.00 and capped at $87.18, giving about 3.9 million to 4.25 million shares before adjustments. It needs approval at the 2012 annual meeting, where the issuance will not count as approved unless a majority of shares held by outsiders (excluding directors, executive officers, Hamm and Hume and their affiliates) vote yes. The disinterested directors approved it on a special committee's recommendation. The press release describes Wheatland's main assets as about 5% of the interest Continental acquired under a 2002 Bakken participation agreement. Hamm and Hume also get registration rights for the shares.

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