**Exhibit 99.2**

 
|            |                             | RYDER SCOTT COMPANY |                     |       |                      |       | FAX (403)  262-2790   |
|------------|----------------------------------|---------------------|--------------------------|------------|---------------------------|------------|-----------------------|
|       | RYDER SCOTT COMPANY              |                |                     |       |                      |
|       | 1200, 530 – 8TH AVENUE S.W. |                | CALGARY, ALBERTA T2P 3S8 |       | TELEPHONE (403)  262-2799 |
| ** ** | ** **                       | ** **          | ** **               | ** ** | ** **                | ** ** |                  |   |
| ** ** | ** **                       | ** **          | ** **               | ** ** | ** **                | ** ** | January 19, 2006 |   |   |
|            |                                  |                     |                          |            |                           |            |                       |  |  |  |  |

 

NorthrockResources Ltd.

(A wholly ownedsubsidiary of Pogo Producing Company)

Suite 3500,700 Second Street S.W.

Calgary, Alberta

T2P-2W2

 
| Attention: |   | Mr. Dave Pearce,  President                           |   |   |
|------------|--------|------------------------------------------------------------|--------|--------|
|       |   | Mr. Dan Long, Vice  President Corporate Development   |   |   |
|       |   | Mr. Dave Beathard,  Senior Vice President Engineering |   |   |

 

Gentlemen:

 

At your request,Ryder Scott Company (Ryder Scott) has audited estimates of the remaining provedhydrocarbon liquid and natural gas reserves attributable to certain propertiesof Northrock Resources Ltd. (Northrock), as of December 31, 2005, as preparedby its engineering and geological staff and based on Securities and ExchangeCommission (SEC) guidelines. The properties that we reviewed are located in theprovinces of Alberta, British Columbia, and Saskatchewan, Canada.

 

The net reservesattributable to the properties that we reviewed account for 92.1 percent of thetotal net remaining liquid hydrocarbon reserves and 82.9 percent of the totalnet remaining gas reserves. The properties that we reviewed represent 90.2percent of the total proved discounted future net income based on theunescalated pricing policy of the SEC as taken from reserve and incomeprojections prepared by Northrock as of December 31, 2005.

 

The estimatedreserves presented in this report are related to hydrocarbon prices. Northrockhas informed us that in the preparation of their reserve and incomeprojections, as of December 31, 2005, they used December 31, 2005hydrocarbon prices as required by SEC guidelines; however, actual future pricesmay vary significantly from December 31, 2005. Therefore, volumes ofreserves actually recovered and the amounts of income actually received maydiffer significantly from the estimated quantities presented in this report.The estimated net reserves attributable to Northrock’s interest in propertiesthat we reviewed and the reserves of properties that we did not review aresummarized as follows:

 

**SEC CASE**

Estimated Net Remaining ReservesAttributable to Certain Properties of

**Northrock Resources Ltd.**As of December 31, 2005

 
| ** **                                                | ** ** | **Proved**    | ** ** |
|-----------------------------------------------------------|------------|---------------|------------|
| ** **                                                | ** ** | **Developed** | ** ** | **Undeveloped** | ** ** | **Total  Proved** | ** ** |
| ** **                                                | ** ** | **Producing** | ** ** | **Non-Producing** | ** ** | ** ** |
| ***Net Reserves of Properties**Reviewed by Ryder Scott*** |       |          |       |   |   |   |   |   |   |
| Oil/Condensate ––  Barrels                      |       | 44,781,251    |       | 1,641,388 |   | 4,846,030 |   | 51,268,669 |   |
| Plant Products  –– Barrels                      |       | 4,315,011     | ** ** | 312,853 |   | 1,073,623 |   | 5,701,487 |   |
| Gas –– MMcf                                     |       | 162,864       |       | 18,126 |   | 56,326 |   | 237,316 |   |

 
| 1100 LOUISIANA  |   | SUITE 3800 |   | HOUSTON, TEXAS 77002-5218   |   | Telephone (713) 651-9191 |   | Fax (713) 651-0849 |
|-----------------|--------|------------|--------|-----------------------------|--------|--------------------------|--------|--------------------|
|            |   |       |   |                        |   |                     |   |               |
| 600 SEVENTEENTH |   | SUITE 900N |   | DENVER, COLORADO 80202-5401 |   | Telephone (303) 623-9147 |   | Fax (303) 623-4258 |

 

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| ** **                                                                           | ** ** | **Proved**    | ** ** |
|--------------------------------------------------------------------------------------|------------|---------------|------------|
| ** **                                                                           | ** ** | **Developed** | ** ** | **Undeveloped** | ** ** | **Total  Proved** | ** ** |
| ** **                                                                           | ** ** | **Producing** | ** ** | **Non-Producing** | ** ** |
| ***Net******Reserves of******Properties**********Not Reviewed by Ryder******Scott*** |       |          |       |   |   |   |   |   |   |
| Oil/Condensate — Barrels                                                        |       | 3,764,474     |       | 66,561 |   | 434,820 |   | 4,265,855 |   |
| Plant Products — Barrels                                                        |       | 507,429       |       | 24,047 |   | 33,311 |   | 564,787 |   |
| Gas—MMcf                                                                        |       | 38,000        |       | 1,714 |   | 9,397 |   | 49,111 |   |
|                                                                                 |       |          |       |   |   |   |   |   |   |
| ***Total Net Reserves***                                                             |       |          |       |   |   |   |   |   |   |
| Oil/Condensate — Barrels                                                        |       | 48,545,725    |       | 1,707,949 |   | 5,280,850 |   | 55,534,524 |   |
| Plant Products — Barrels                                                        |       | 4,822,440     |       | 336,900 |   | 1,106,934 |   | 6,266,274 |   |
| Gas — MMcf                                                                      |       | 200,864       |       | 19840 |   | 65,723 |   | 286,427 |   |

 

Liquidhydrocarbons are expressed in standard 42 gallon barrels. All gas volumes areexpressed in millions of cubic feet (MMcf) at the official temperature andpressure bases of the areas in which the gas reserves are located.

 

The proveddeveloped non-producing reserves attributable to the total properties arecomprised of shut-in and behind pipe reserves.

 

The proved reserves,which are attributable to the properties that we reviewed, conform to thedefinition as set forth in the Securities and Exchange Commission’s RegulationS-X Part 210.4-10 (a) as clarified by subsequent Commission StaffAccounting Bulletins. The proved reserves are defined as follows:

 

Provedreserves of crude oil, condensate, natural gas, and naturalgas liquids are estimated quantities that geological and engineering datademonstrate with reasonable certainty to be recoverable in the future from knownreservoirs under existing operating conditions, i.e., prices and costs as ofthe date the estimate is made. Prices include consideration of changes inexisting prices provided only by contractual arrangements, but not onescalation based on future conditions. Reservoirs are considered proved ifeconomic producibility is supported by either actual production or conclusiveformation test. In certain instances, proved reserves are assigned on the basisof a combination of core analysis and electrical and other type logs whichindicate the reservoirs are analogous to reservoirs in the same field which areproducing or have demonstrated the ability to produce on a formation test. Thearea of a reservoir considered proved includes (1) that portion delineatedby drilling and defined by fluid contacts, if any, and (2) the adjoiningportions not yet drilled that can be reasonably judged as economicallyproductive on the basis of available geological and engineering data. In theabsence of data on fluid contacts, the lowest known structural occurrence ofhydrocarbons controls the lower proved limit of the reservoir. Reserves thatcan be produced economically through the application of improved recoverytechniques are included in the proved classification when these qualificationsare met: (1) successful testing by a pilot project or the operation of aninstalled program in the reservoir provides support for the engineeringanalysis on which the project or program was based, and (2) it isreasonably certain the project will proceed. Improved recovery includes allmethods for supplementing natural reservoir forces and energy, or otherwiseincreasing ultimate recovery from a reservoir, including (1) pressuremaintenance, (2) cycling, and (3) secondary recovery in its originalsense. Improved recovery also includes the enhanced recovery methods ofthermal, chemical flooding, and the use of miscible and immiscible displacementfluids. Proved natural gas reserves are comprised of non-associated, associatedand dissolved gas. An appropriate reduction in gas reserves has been made forthe expected removal of natural gas liquids, for lease and plant fuel, and forthe exclusion of non-hydrocarbon gases if they occur in significant quantitiesand are removed prior to sale.

 

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Estimates ofproved reserves do not include crude oil, natural gas, or natural gas liquidsbeing held in underground or surface storage. Proved reserves are estimates ofhydrocarbons to be recovered from a given date forward. They may be revised ashydrocarbons are produced and additional data become available. Proveddeveloped oil and gas reserves are reserves that can be expected to berecovered through existing wells with existing equipment and operating methods.Additional oil and gas expected to be obtained through the application of fluidinjection or other improved recovery techniques for supplementing the naturalforces and mechanisms of primary recovery should be included as “proveddeveloped reserves” only after testing by a pilot project or after theoperation of an installed program has confirmed through production responsethat increased recovery will be achieved.

 

Proved developed reservesmay be subcategorized as producing or non-producing using the SPE/WPCDefinitions:

 

*Producing*

Reservessub-categorized as producing are expected to be recovered from completionintervals which are open and producing at the time of the estimate. Improvedrecovery reserves are considered producing only after the improved recoveryproject is in operation.

 

*Non-Producing*

Reservessub-categorized as non-producing include shut-in and behind pipe reserves.Shut-in reserves are expected to be recovered from (1) completionintervals which are open at the time of the estimate but which have not startedproducing, (2) wells which were shut-in for market conditions or pipelineconnections, or (3) wells not capable of production for mechanicalreasons. Behind pipe reserves are expected to be recovered from zones inexisting wells, which will require additional completion work or futurerecompletion prior to the start of production.

 

Provedundeveloped oil and gas reserves are reserves that areexpected to be recovered from new wells on undrilled acreage, or from existingwells where a relatively major expenditure is required for recompletion.Reserves on undrilled acreage shall be limited to those drilling unitsoffsetting productive units that are reasonably certain of production whendrilled. Proved reserves for other undrilled units can be claimed only where itcan be demonstrated with reasonable certainty that there is continuity ofproduction from the existing productive formation. Estimates for provedundeveloped reserves are attributable to any acreage for which an applicationof fluid injection or other improved technique is contemplated, only when suchtechniques have been proved effective by actual tests in the area and in thesame reservoir.

 

***Review Procedure and Opinion***

 

In our opinion,Northrock’s estimates of future reserves for the reviewed properties wereprepared in accordance with generally accepted procedures for the estimation offuture reserves, and we found no bias in the utilization and analysis of datain estimates for these properties. In some instances our estimates were higheror lower than Northrock’s; however, in general, we were in reasonable agreementwith Northrock’s estimates of remaining proved reserves for the propertieswhich we reviewed.

 

Certain technicalpersonnel of Northrock are responsible for the preparation of reserve estimateson new properties and for the preparation of revised estimates, when necessary,on old properties. These personnel assembled the necessary data and maintainedthe data and workpapers in an orderly

 

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manner. Weconsulted with these technical personnel and had access to their workpapers andsupporting data in the course of our review.

 

In performing ourreview, we have relied upon data furnished by Northrock with respect toproperty interests owned, production and well tests from examined wells,geological structural and isopach maps, well logs, core analyses, and pressuremeasurements. These data were accepted as authentic and sufficient fordetermining the reserves unless, during the course of our examination, a matterof question came to our attention in which case the data were not accepteduntil all questions were satisfactorily resolved. Our review included suchtests and procedures as we considered necessary under the circumstances torender the conclusions set forth herein.

 

The operatingcosts for the leases and wells were based on the operating expense reports ofNorthrock and include only those costs directly applicable to the leases orwells. These operating costs have not been verified by Ryder Scott. Northrockhas informed us that the operating costs for Northrock operated properties donot include general and administrative overhead charges; whereas,administrative overhead charges billed by third parties were included in theoperating costs used for leases and wells which are not operated by Northrock.The current operating and development costs supplied by Northrock were used byRyder Scott without escalation.

 

***Other Properties***

 

Other properties,as used herein, are those properties of Northrock which we did not review. Thereserves attributable to the other properties account for 7.9 percent of thetotal net remaining oil/condensate reserves and 17.1 percent of the total netremaining gas reserves. The same technical personnel of Northrock prepared thereserve estimates for the properties that we reviewed and for the otherproperties.

 

***Future Production Rates***

 

Initialproduction rates are based on the current producing rates for those wells nowon production. Test data and other related information were used to estimatethe anticipated initial rates for those wells or locations which are notcurrently producing. If no production decline trend has been established,future production rates were held constant, or adjusted for the effects ofcurtailment where appropriate, until a decline in ability to produce wasanticipated. The future anticipated decline was then applied to depletion ofthe reserves. If a decline trend has been established, this trend was used as thebasis for estimating future production rates. For reserves not yet onproduction, sales were estimated to commence at an anticipated date of initialproduction which was furnished by Northrock.

 

The futureproduction rates from wells now on production may be more or less thanestimated because of changes in market demand or allowables set by regulatorybodies. Wells or locations which are not currently producing may startproducing earlier or later than anticipated in the estimates of their futureproduction rates.

 

***Reserve Estimates***

 

In general, thereserves for the properties that we reviewed were estimated by performancemethods or the volumetric method or analogy. The reserve estimates by theperformance method utilized extrapolations of various historical data in thosecases where such data were definitive. Reserves were estimated by thevolumetric method in those cases where there were inadequate historical data to

 

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establish a definitivetrend or where the use of production performance data as a basis for thereserve estimates was considered to be inappropriate and the volumetric datawere adequate for a reasonable estimate.

 

The reserves presentedherein, as estimated by Northrock and reviewed by us, are estimates only andshould not be construed as being exact quantities. Moreover, estimates ofreserves may increase or decrease as a result of future operations.

 

***General***

 

In general, thereserve estimates for the properties that we reviewed are based on dataavailable through December 2005. Gas imbalances, if any, were not takeninto account in the gas reserve estimates reviewed.

 

Neither we nor anyof our employees have any interest in the subject properties and neither theemployment to do this work nor the compensation is contingent on our estimatesof reserves for the properties which were reviewed.

 

This report wasprepared for the exclusive use and sole benefit of Northrock Resources Ltd. andmay not be put to other use without our prior written consent for such use. Thedata and work papers used in the preparation of this report are available forexamination by authorized parties in our offices. Please contact us if we canbe of further service.

 

 
|   | Very truly yours,                                          |
|--------|------------------------------------------------------------|
|   |                                                       |
|   | RYDER SCOTT  COMPANY-CANADA                                |
|   |                                                       |
|   |                                                       |
|   | Original signed by “Andrew  J. Thompson, P.Eng.” |
|   |                                                       |
|   |                                                       |
|   | Andrew J. Thompson,  P.Eng                                 |
|   | Managing Senior Vice  President                            |

 

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