GEORESOURCES INC

23 Apr 2007business combination● NeutralMajor

The merger with Southern Bay and Chandler's business (via PICA) closed on April 17, 2007, resolving the pending deal. GeoResources issued 10,690,000 new shares (8,263,000 to Southern Bay's partners, 1,931,000 to Chandler's members, 496,000 for Colorado Yuma working interests), about 73.4% of its shares, so control changed. Vlasic FAL, L.P. received 5,022,018 shares (34.4%); the company now has Houston headquarters, new management, a NASDAQ Global Market listing (symbol GEOI) from April 18, and registration rights for the new holders. Southern Bay is treated as the accounting acquirer, so its history becomes the reported history.

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17 Apr 2007listing compliance notice● NeutralMajor

GEORESOURCES INC's exchange filed to remove a class of its securities from listing.

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23 Feb 2007business combination● NeutralMajor

GeoResources issued its definitive proxy for a special meeting on March 29, 2007 (record date February 16) to approve the Southern Bay and Chandler mergers. Existing shareholders would own about 26.2% afterward. Southern Bay bought Texas producing working interests for about $7.4 million plus $870,000 drilling costs on February 13, funded by a $5 million capital call, a $3 million bank drawdown and $270,000 of working capital; GeoResources raised Southern Bay's debt ceiling in the merger agreement to $9.1 million. A leonardite sale at about $1 million could allow a dividend of roughly $.06 per share, but a sale is not assured. This updates the earlier preliminary proxy, which had a December 2006 meeting date.

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19 Oct 2006business combination● NeutralMajor

GeoResources filed a preliminary proxy for a December 14, 2006 special meeting to vote on the Southern Bay and Chandler mergers. Former owners of the acquired businesses would hold about 73.8% of the combined company, so current shareholders would be heavily diluted. Votes are also sought on raising authorized stock to 100 million common and 20 million preferred shares and on enlarging the incentive plan to 2,000,000 shares. If the company sells its leonardite assets before closing, half the proceeds could be paid to shareholders as a dividend.

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19 Sept 2006business combination● NeutralMajor

GeoResources agreed on September 14, 2006 to merge with Southern Bay Oil & Gas, L.P. and Chandler Energy, LLC, issuing 8,263,000 shares to Southern Bay's owners and 1,931,000 to Chandler's owners, plus up to 496,000 shares for working interests in a Colorado project. Existing shareholders must approve the share issuance, a larger authorized share count and a bigger employee incentive plan (300,000 to 1,750,000 shares); Frank Lodzinski would become CEO and Jeffrey Vickers would move to VP, Williston Basin. The company expects closing in late 2006 or Q1 2007, with no assurance.

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