BPZ RESOURCES, INC.

The Company has not been profitable since it commenced operations and it requires substantial capital expenditures as the Company advances development projects at Block Z-1 and exploration projects in its other Blocks.  Currently, the Company requires substantial and significant additional financing to continue to fund its capital expenditure program, service its debt obligations, pay its suppliers and service providers and implement its business plan.  The Company’s major sources of funding to date have been debt and equity financing, asset sales and net margin from oil sales.  The severe downturn in the economic climate for the oil and gas industry, increased capital costs and debt service costs for the industry, combined with experiencing less-than-expected operating performance in Block Z-1, have placed an extreme strain on the Company’s cash flow from operations. This has resulted in the inability of the Company to meet its debt obligations, and has made it exceptionally difficult for the Company to obtain reasonable financing. As a result of these events, the Company had to explore restructuring alternatives, which culminated in BPZ Resources, Inc. filing for voluntary reorganization under Chapter 11 of the Bankruptcy Code during the first quarter of 2015, as discussed in further detail below. Because of the risks and uncertainties associated with the Chapter 11 case, the Company cannot predict or quantify the ultimate impact that events occurring during the Chapter 11 case will have on its business, financial condition and results of operations, and there is no certainty as to its ability to continue as a going concern.

While operating as a debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Debtor may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or otherwise as permitted in the ordinary course of business. Moreover, the Debtor has not yet filed a plan of reorganization with the Bankruptcy Court. The Debtor currently retains the exclusive right to propose a plan of reorganization under section 1121(d) of the Bankruptcy Code. The ultimate plan of reorganzation, which would be subject to acceptance by the requisite majorities of empowered creditors under the Bankruptcy Code and Bankruptcy Court approval, will likely materially change the amounts and classifications in the Company's Consolidated Financial Statements. No assurance can be given as to the value, if any, that may be ascribed to the Debtor’s various prepetition liabilities and other securities. The Company cannot predict what the ultimate value of any of its securities may be and it remains too early to determine whether holders of any such securities will receive any distribution in the Debtor’s reorganization. In particular, in most cases under Chapter 11 of the Bankruptcy Code, holders of equity securities receive little or no recovery of value from their investment. Accordingly, the Debtor urges that caution be exercised with respect to existing and future investments in any of these securities or other Debtor claims. Our common stock currently only trades in the over-the-counter market on the OTC Pink Marketplace. From March 3, 2015 through March 11, 2015 the Company traded under the symbol “BPZR.” Currently, the Company is traded under the symbol “BPZRQ.”

The Debtor has not yet filed a plan of reorganization with the Bankruptcy Court. The Debtor has the exclusive right to file a plan of reorganization through and including July 7, 2015, and to solicit votes on such a plan if filed by such date through and including September 4, 2015, subject to the ability of parties in interest to file motions seeking to terminate the Company's exclusive periods, as well as the Debtor 's right to seek further extensions of such periods. The Debtor has a right to seek further extensions of such exclusive periods, subject to the statutory limit of 18 months from the Petition Date in the case of filing a plan and 20 months in the case of soliciting and obtaining acceptances of such a plan. The implementation of a plan of reorganization is subject to confirmation of the plan by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code, and the occurrence of the effective date under the plan. At this time, there is no certainty as to when or if a plan will be filed, the provisions of a plan (including provisions with respect to the treatment of prepetition claims and equity interests), or whether a plan will be confirmed and become effective.

We have not been profitable since we commenced operations and we require substantial capital expenditures as we advance development projects at Block Z-1 and exploration projects in our other Blocks.  Currently, we require substantial and significant additional financing to continue to fund our capital expenditure program, service our debt obligations, pay our suppliers and service providers and implement our business plan.  Our major sources of funding to date have been debt and equity financing, asset sales and net margin from oil sales.  The severe downturn in the economic climate for the oil and gas industry, increased capital costs and debt service costs for the industry, combined with experiencing less-than-expected operating performance in Block Z-1, have placed an extreme strain on our cash flow from operations. This has resulted in our inability to meet our debt obligations, and has made it exceptionally difficult for us to obtain reasonable financing. As a result of these events, we had to explore restructuring alternatives, which culminated in BPZ Resources, Inc. filing for voluntary reorganization under Chapter 11 of the Bankruptcy Code during the first quarter of 2015, as discussed in further detail below. Because of the risks and uncertainties associated with the Chapter 11 case, we cannot predict or quantify the ultimate impact that events occurring during the Chapter 11 case will have on our business, financial condition and results of operations, and there is no certainty as to our ability to continue as a going concern.

The Debtor has the exclusive right to file a plan of reorganization through and including July 7, 2015, and to solicit votes on such a plan if filed by such date through and including September 4, 2015, subject to the ability of parties in interest to file motions seeking to terminate the Company's exclusive periods, as well as the Debtor 's right to seek further extensions of such periods. The Debtor has a right to seek further extensions of such exclusive periods, subject to the statutory limit of 18 months from the Petition Date in the case of filing a plan and 20 months in the case of soliciting and obtaining acceptances of such a plan. The implementation of a plan of reorganization is subject to confirmation of the plan by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code, and the occurrence of the effective date under the plan. At this time, there is no certainty as to when or if a plan will be filed, the provisions of a plan (including provisions with respect to the treatment of prepetition claims and equity interests), or whether a plan will be confirmed and become effective.