Material Event Form 8 K

Item 8.01 Other Events.

Pacific Coast Oil Trust (the "Trust"), for which The Bank of New York Mellon Trust Company, N.A. serves as trustee (the "Trustee"), is filing this Current Report on Form 8-K to address public statements made by certain unitholders of the Trust regarding, among other things, the oil and gas wells included in the calculations of estimated asset retirement obligations ("ARO") of Pacific Coast Energy Company, LP ("PCEC") previously provided to the Trust.

As an initial matter, as disclosed in the Trust's filings with the Securities and Exchange Commission ("SEC"), the Trustee previously has responded to PCEC's deduction of its ARO from gross profits by engaging Martindale Consultants, Inc. ("Martindale"), a provider of analysis and compliance review services to the oil and gas industry, to perform an independent review of the estimated ARO. Further details regarding the Martindale report and PCEC's response to the recommendations provided therein were initially disclosed in the Trust's Current Report on Form 8-K filed on December 29, 2020, the Trust's press release dated March 24, 2021 furnished as an exhibit to the Trust's Current Report on Form 8-K filed on March 24, 2021, and in the Trust's subsequent monthly press releases.

Meanwhile, the Trust and the Trustee are bound by the terms of the Amended and Restated Trust Agreement of the Trust and by the Conveyance of Net Profits Interests and Overriding Royalty Interest dated as of June 15, 2012 (the "Conveyance"), as well as the various legal proceedings involving PCEC, the Trust and the Trustee that have been disclosed in the Trust's filings with the SEC.

The Trust holds net profits and royalty interests (collectively, the "Conveyed Interests") in certain oil and natural gas producing properties located onshore in California (the "Underlying Properties"), which consist of (a) the proved developed reserves as of December 31, 2011 on the Underlying Properties (the "Developed Properties") and (b) all other development potential on the Underlying Properties (the "Remaining Properties" and together with the Developed Properties, the "Underlying Properties"). The Conveyed Interests were conveyed to the Trust pursuant to the Conveyance. The Conveyance did not convey any wells to the Trust, but rather interests in the net proceeds from the production of hydrocarbons from such wells. The purpose of Exhibit D to the Conveyance is to indicate the specific wells from which hydrocarbons may be produced and sold, with the Trust being entitled to receive the resulting net profits in accordance with the provisions of the Conveyance. Exhibit D was not intended to be a comprehensive listing of all wells and facilities in which PCEC had an interest as of the date of the Conveyance. The Trust has no ownership interest in any of the wells listed on Exhibit D or any other well or facility drilled or constructed on the Underlying Properties.

Meanwhile, the Conveyance provides that PCEC may deduct all costs accrued for future plugging and abandonment "of any well or facility on the Developed Properties Subject Interests" as long as such costs "are not attributable to a production month that occurs prior to the Effective Time" (as defined in the Conveyance). Whether any such well or facility was drilled or constructed before or after the Effective Time is not relevant to the question of whether plugging and abandonment costs relating to such well or facility may be deducted from gross profits pursuant to the terms of the Conveyance. Moreover, a well is not required to be currently producing or otherwise active in order for plugging and abandonment costs for such well to be deducted from gross profits, as costs accrued for future plugging and abandonment "of any well or facility" may be properly deducted. PCEC has represented to the Trustee and its consultants that the asset retirement obligations accrued beginning in 2020 relate to plugging and abandonment costs to be incurred in the future and therefore are not attributable to a production month that occurs prior to the Effective Time.

Based on information that PCEC has provided to the Trustee, none of the wells that were reflected in PCEC's estimated ARO calculation as of December 31, 2019 had been plugged and abandoned, and no costs related to plugging and abandoning such wells had been accrued, prior to such time.

Meanwhile, certain unitholders have asserted that the Trust's initial public offering prospectus dated May 2, 2012 showed that all the ARO would remain with PCEC. The Trust has previously addressed this issue in its letter filed as an exhibit to the Trust's Current Report on Form 8-K filed on November 14, 2022.