CNGM has been in business since 2005. It registered as an investment adviser with the SEC in 2012. CNGM
is entirely owned by its employees. John K. Penton is the owner of CNGM. CRP was formed in 2014 by Mr.
Penton and Dean S. Sergent and is entirely owned by its employees. Mr. Penton and Christopher P. Gordon are
the principal owners of CRP. CRP is a “relying adviser” of CNGM.
CNGM focuses on generating returns through two affiliated private companies which focus on a strategy of
direct investments in oil and gas assets, principally working interests in natural gas, located in the United
States. CRP focuses on generating returns through affiliated private companies which focus on a strategy of
direct investments in oil and gas assets, principally working interests in natu ral gas, located in the United
States.
Privately Offered Pooled Investment Vehicles
Canaan serves as an investment adviser to privately offered pooled investment vehicles formed as limited
partnerships (where Canaan or an affiliate is a general partner or manager). Canaan’s pooled investment
vehicles are available only to persons who are “accredited investors” under the Securities Act of 1933, as
amended (the “1933 Act”), and “qualified clients” under the Investment Advisers Act of 1940, as amended. In
most cases, investors must also be “qualified purchasers” under the Investment Company Act of 1940, as
amended. These pooled investment vehicles are not made available to the general public and are not
registered investment companies. Canaan’s pooled investment vehicles are managed by Canaan (or a
controlled subsidiary) in its sole discretion.
Canaan’s pooled investment vehicles consist of oil and gas funds and net profits interest funds (collectively, the
“Funds”), where each limited partner makes an up-front commitment to contribute an amount of capital as it is
called by Canaan for investment, and generally may not withdraw funds. Each Fund’s investment objectives
and/or parameters are set forth in that Fund’s organizational documents, offering documents and/or other
governing documents provided to each investor in the Fund.
Oil and Gas Funds. Canaan’s oil and gas funds are single-strategy funds engaged in making private investments
in pre-designated private oil and gas companies which are owned 100% by the oil and gas funds and managed
by CNGM or CRP (“O&G Operating Companies”). The Canaan funds may only invest in these O&G Operating
Companies and the capital is used to enable the O&G Operating Companies to acquire oil
and gas assets as
well as provide working capital and thereby try to build value for fund holdings.
Subject to Item 2, Material Changes, at March 20, 2024, our active Funds consist of the following:
• Canaan Resource Partners Drilling Fund, L.P.
Net Profits Interest Funds. Net profits interest funds are single-strategy funds engaged in acquiring net profits
interests that entitle the net profits interest funds to receive a share of net profits from identified oil and gas wells
that are owned by an affiliate of CRP (the “Working Interest Operating Company” and together with the O&G
Operating Companies, the “Operating Companies”). The net profits interest funds also make loans to the Working
Interest Operating Company from time to time on terms negotiated with the investors in the applicable net profits
interest fund at the time that they invest in that fund. The share of net profits received by a net profits interest
fund, and the manner in which the net profits are calculated and distributed, is set forth in the limited partnership
agreement of such net profits interest fund and in a conveyancing agreement entered into in connection with
each acquisition of a net profits interest (a “Conveyance Agreement”). At March 20, 2023, Canaan Resource
Partners Drilling Fund, L.P. (the “Drilling Fund”) is our only net profits interest fund.
Management Services Agreement. CNGM has entered into a contractual relationship, through an affiliate, to
provide advisory services to a non-affiliated company for the purpose of sourcing and advising regarding the
acquisition of oil and gas properties. This is a non-discretionary account and in addition to CNGM’s affiliates
receiving a fixed fee, certain employees of affiliates own MIUs in the client that entitle them to a carried interest.
Investment in the oil and gas funds and the net profits interest funds is permitted only at scheduled fund closings.
As the proceeds from investments are realized by the Funds, those proceeds (as well as interest and cash
dividends received) are generally distributed to limited partners of the Funds after paying expenses and
establishing reserves. Limited partners in the Funds generally may not otherwise reduce or withdraw their
investments.
As used herein, the term “client” generally refers to each Fund and any other privately offered pooled investment
vehicles for which Canaan serves as investment adviser.
Assets under Management
See Item 2, Material Changes. As of March 20, 2024, the total discretionary assets under management for
Canaan Resource Partners Drilling Fund, LP amounted to $325 million.