CorEnergy Completes Acquisition of LGS from Ultra Petroleum

  CorEnergy Completes Acquisition of LGS from Ultra Petroleum

             Positioning CorEnergy to Qualify as a REIT for 2013

Business Wire

LEAWOOD, Kan. -- December 20, 2012

CorEnergy Infrastructure Trust, Inc. (“CorEnergy”) (NYSE: CORR) today
announced that it has closed its previously announced acquisition of a Liquids
Gathering System (“LGS”) from Ultra Petroleum Corp. (NYSE: UPL). The LGS will
continue to be operated by UPL under a long-term triple net lease. Located in
the Pinedale field in Wyoming, the LGS is a vital component of natural gas
production in one of the top five natural gas fields in the U.S.

“We are pleased to have completed our largest acquisition of REIT-qualifying
assets to-date,” said Chief Executive Officer, David Schulte. “This is a
mission-critical asset, with a high-quality tenant, and it represents a
cornerstone for our energy infrastructure REIT strategy. The acquisition is
accretive to our distribution and our Board of Directors has indicated that it
intends to approve an increase in our quarterly distribution from $0.11 to
$0.125 for the first full quarter following the acquisition. The REIT
structure provides our investors direct access to U.S. energy infrastructure
in an attractive vehicle with transparent cash flow.”

Transaction Financing

CorEnergy paid $205 million in cash and approximately $24 million in certain
other equity securities for the purchase of the LGS from UPL. The cash portion
of the acquisition was funded with the net proceeds of CorEnergy’s $78 million
common stock offering, approximately $26 million from the sale of CorEnergy’s
publicly-traded master limited partnership equity securities, approximately $5
million of cash from CorEnergy’s balance sheet, a $30 million concurrent
co-investment from Prudential Capital Group and $70 million in debt financing.

As a result of the transaction, CorEnergy’s ratio of total debt to total
assets is approximately 25 percent. CorEnergy expects to maintain a debt to
asset ratio of between 25 and 50 percent.

REIT Status

The LGS now accounts for approximately 81 percent of CorEnergy’s total assets
on a pro forma basis as of August 31, 2012 and the LGS lease payments account
for approximately 66 percent of total revenue on a pro forma basis for the
nine months ended August 31, 2012.

CorEnergy anticipates that the LGS acquisition will allow the Company to meet
the income and asset tests necessary to qualify and elect to be taxed as a
REIT for 2013. Based on the value of CorEnergy’s existing assets as of August
31, 2012, the Company expects that pro forma income for the nine month period
ended August 31, 2012 would satisfy the REIT income tests and that at least 75
percent of our pro forma assets as of August 31, 2012 will qualify under the
REIT requirements. Because certain of CorEnergy’s assets may not produce
REIT-qualifying income or be treated as interests in real property, the
Company intends to contribute those assets into taxable REIT subsidiaries
prior to 2013, in order to qualify as a REIT for 2013.


The character of distributions made during the year may differ from their
ultimate characterization for federal income tax purposes. As of November30,
2012, the Board of Directors had declared total distributions of $0.44 per
share ($0.11 per quarter) in the current year. CorEnergy expects to announce
an anticipated annual distribution increase of $0.06 per share from $0.44 to
$0.50 per share, as the Company’s current investments and LGS asset
acquisition are expected to allow for such an annual distribution rate. If
CorEnergy changes its fiscal year to a calendar year as anticipated, the
Company’s next distribution will be for the period beginning on December1,
2012 and ending on March31, 2013, with the anticipated $0.125 per share
quarterly distribution amount applicable to the period beginning January1,

Going forward, CorEnergy intends to report standard performance measures
utilized by REITs, including Funds from Operations (“FFO”), Adjusted Funds
from Operations (“AFFO”) and Cash Available for Distributions (“CAD”). A REIT
is generally required to distribute during the taxable year an amount equal to
at least 90 percent of the REIT taxable income (determined under IRC section
857(b)(2), without regard to the deduction for dividends paid). CorEnergy
intends to adhere to this requirement in order to qualify as a REIT.

Strategy Update

CorEnergy intends to continue executing its strategy to be a diversified,
energy infrastructure REIT. The Company expects to acquire assets that are
diversified by asset size, geography and management team.

CorEnergy does not currently have any signed agreements or binding letters of
intent for additional acquisitions. Certain opportunities are in preliminary
stages of review, and consummation of any of these opportunities depends on a
number of factors beyond CorEnergy’s control. There can be no assurance that
any of these acquisition opportunities will result in consummated
transactions. With potential transactions ranging in value between $50 million
and $200 million, CorEnergy expects to grow over time in order to attain the
desired diversification.

In order to complete possible future transactions, CorEnergy has available to
it the following funding mechanisms: issuance of common stock or other equity
securities such as convertible or preferred stock, debt issuance, and equity
partnerships, like that with Prudential Capital Group. CorEnergy’s external
manager is committed to structuring acquisitions that are accretive to
CorEnergy’s distributions to shareholders.

Asset Description

The Ultra Petroleum LGS was completed in 2010 and consists of more than 150
miles of underground gathering pipelines with 107 receipt points and four
above-ground central gathering facilities that are utilized by UPL as a method
of separating water, condensate and associated natural gas from a unified
stream and subsequently selling or treating and disposing of the separated
products. UPL’s non-operating working interest partners in the Pinedale field
where the LGS is located pay UPL a fee for the use of UPL’s LGS. To date, no
major operational issues have been reported with respect to the LGS.

The LGS has a current capacity of approximately 45,000 barrels per day and
average throughput of approximately 36,000  barrels per day during the four
quarters ended September 30, 2012. The underground pipes that make up the
majority of the LGS and certain other components, such as the separators, have
useful lives that extend beyond the initial term of the lease. CorEnergy
believes that the LGS can be expanded at a relatively low incremental cost by,
for example, adding additional separating equipment.

Most of UPL’s exploration and development in the Pinedale field takes place on
land under the jurisdiction of the Bureau of Land Management (BLM). The BLM
has the authority to approve or deny oil and gas leases or to impose
environmental restrictions on leases where appropriate. The BLM issued the
Pinedale Record of Decision (“ROD”) in September 2008. Under the ROD, Ultra
Petroleum gained year-round access to the Pinedale field for drilling and
completion activities in development areas, provided that Ultra Petroleum
conducts an environmental mitigation effort, which includes the use of a
liquids gathering system. This additional access resulted in increased
drilling efficiencies and allowed for accelerated development of the field.

Lease Description

The 15-year triple net lease provides a minimum annual base rent of $20
million, subject to an inflation adjustment. The lease also includes an
additional participating rent based on volume growth of liquids in the LGS.
The total rent (minimum plus participating) is capped at $27.5 million
annually for the initial 15-year term. At the conclusion of the initial term,
UPL’s subsidiary may renew the lease for additional, successive 5-year terms.
UPL’s subsidiary will operate the LGS and will retain responsibility for
maintenance and other capital expenditures required for its operation. UPL and
one of its wholly-owned subsidiaries guarantee the lessee’s obligations.

Guarantor Description

UPL was incorporated in 1979 and is an independent oil and gas company engaged
in the development, production, operation, exploration and acquisition of oil
and natural gas properties. UPL leases approximately 93,000 gross (53,000 net)
acres in and around the Pinedale and Jonah natural gas fields of the Greater
Green River Basin in southwest Wyoming. The most recently available EIA data,
dated 2009, indicated that the Pinedale field was among the top five U.S.
natural gas plays based on proved reserves. As of December 31, 2011, UPL held
an approximately 50 percent working interest in approximately 1,700 producing
wells in these fields. The Pinedale and Jonah fields have estimated natural
gas reserves of over 48 Tcfe as of December 31, 2011.

As of December 31, 2011, UPL had an estimated 4.3 Tcfe of proved reserves and
10.2 Tcfe of proved, probable and possible (3P) reserves in the Pinedale and
Jonah fields. UPL’s third-party reservoir engineering firm, Netherland, Sewell
& Associates, Inc., has identified an inventory of over 5,000 economic, future
drilling locations.

UPL derives its revenues principally from the sale of its natural gas and
associated condensate production from wells operated by UPL and others in the
Greater Green River Basin. UPL is recognized as a low-cost operator in the
industry in terms of both adding and producing oil and natural gas reserves.
UPL’s all-in cash costs, defined as all-in costs excluding DD&A expenses, have
consistently been lower than natural gas prices and for the twelve month
period ended September 30, 2012 were $1.43 per Mcfe.

CorEnergy Advisors

KeyBanc Capital Markets acted as exclusive financial advisor to CorEnergy in
connection with the acquisition.

BofA Merrill Lynch is acting as exclusive structuring advisor in connection
with CorEnergy’s energy infrastructure real asset strategy.

About CorEnergy Infrastructure Trust, Inc.

CorEnergy Infrastructure Trust, Inc. (NYSE: CORR), acquires midstream and
downstream U.S. energy infrastructure assets and concurrently enters into
long-term triple net leases with energy companies. CorEnergy intends to
acquire infrastructure assets that qualify as real property for REIT purposes.
The Company’s principal objective is to provide stockholders with an
attractive risk-adjusted total return, with an emphasis on distributions and
distribution growth. Formerly Tortoise Capital Resources Corp., CorEnergy
previously traded under the ticker TTO. CorEnergy is managed by Corridor
InfraTrust Management, LLC. Corridor is an affiliate of Tortoise Capital
Advisors, L.L.C., a registered investment adviser with over $9.4 billion of
assets under management in the U.S. energy infrastructure sector as of
November 30, 2012. For more information, please visit

About Prudential Capital Group

Prudential Capital Group has been a leading provider of private debt,
mezzanine and equity securities to companies worldwide for more than 70 years.
Managing a portfolio of nearly $65 billion as of September 30, 2012,
Prudential Capital offers senior debt and mezzanine capital, leverage leases,
credit tenant leases, and equipment finance to companies worldwide. The global
regional office network has locations in Atlanta, Chicago, Dallas, Frankfurt,
London, Los Angeles, Minneapolis, Newark, N.J., New York, Paris and San
Francisco. For more information, please visit

About Ultra Petroleum Corp.

Ultra Petroleum an independent exploration and production company
focused on developing its long-life natural gas reserves in theGreater Green
River BasinofWyoming—the PinedaleandJonah fields—and is in the ongoing
exploration and early development stages in theAppalachian
BasinofPennsylvania. Ultra is listed on theNew York Stock Exchangeand
trades under the ticker symbol "UPL".

Forward-Looking Statements

This press release contains certain statements that may include
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements, other than statements of historical fact, included herein are
"forward-looking statements." Although CorEnergy believes that the
expectations reflected in these forward-looking statements are reasonable,
they do involve assumptions, risks and uncertainties, and these expectations
may prove to be incorrect. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of a variety of
factors, including those discussed in CorEnergy’s reports that are filed with
the Securities and Exchange Commission. You should not place undue reliance on
these forward-looking statements, which speak only as of the date of this
press release. Other than as required by law, CorEnergy does not assume a duty
to update any forward-looking statement. In particular, any distribution paid
in the future to our stockholders will depend on the actual performance of
CorEnergy, its costs of leverage and other operating expenses and will be
subject to the approval of CorEnergy’s Board of Directors and compliance with
leverage covenants.


CorEnergy Infrastructure Trust, Inc.
Rachel Stroer, 877-699-CORR (2677)
Investor Relations
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