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| CIK | 1081074 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Armada Oil, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 31, 2015 |
8-K 1 armadaoil8k083115.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 28, 2015 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Commi |
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| May 15, 2015 |
ex31-02.htm EXHIBIT 31.02 CERTIFICATION I, Rachel L. Dillard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadin |
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| May 15, 2015 |
Armada Oil 10-Q (Quarterly Report) armadaoil10q033115.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file numb |
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| May 15, 2015 |
ex32-02.htm Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
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| May 15, 2015 |
ex31-01.htm EXHIBIT 31.01 CERTIFICATION I, Randy M. Griffin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading |
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| May 15, 2015 |
ex32-01.htm Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Randy M. Griffin, Chief Executive Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. o |
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| March 31, 2015 |
10-K 1 armadaoil10k123114.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 Commission file number: 000-55128 ARMADA OIL, INC. (Exact name of registrant as specified in its charter) Nevada 98-0195748 (State or other jurisdiction o |
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| March 31, 2015 |
Exhibit 99.1 A DIVISION OF IGWT, ING. February 4, 2015 Mr. Randy M. Griffin Armada Oil, Inc. 5220 Spring Valley Rd. Suite 615 Dallas, TX 75254 Re: Evaluation, January 1, 2015 SEC Parameters Woodson County Kansas Dear Mr. Griffin, I have undertaken an economic appraisal and 10% discount value determination of various properties operated by Armada Oil, Inc. located in Woodson County Kansas. The effe |
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| March 31, 2015 |
EXHIBIT 21 SUBSIDIARIES OF REGISTRANT The registrant has the following subsidiaries: Ÿ Armada Oil and Gas, Inc. |
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| March 10, 2015 |
armadaoil8k031015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 5, 2015 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Commission File ( |
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| March 10, 2015 |
Seventh Amendment to Loan Agreement dated March 5, 2015 EX-10.1 3 ex10-1.htm EX-10.1 Exhibit 10.1 Prosperity Bank 1330 S. Harvard Ave. Tulsa, Oklahoma 74112 March 5, 2015 Mesa Energy, Inc. Armada Oil, Inc. Armada Midcontinent, LLC Attention: Randy M. Griffin, C.E.O. 5220 Spring Valley Road, Ste. 615 Dallas, Texas 75254 Re: Seventh Amendment to Loan Agreement Ladies and Gentlemen: This letter (this “Amendment”) amends the Loan Agreement dated July 22, 2 |
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| March 10, 2015 |
Term Promissory Note dated March 5, 2015 ex4-1.htm Exhibit 4.1 Prosperity Bank TERM PROMISSORY NOTE $3,472,693.00 Dallas, Texas March 5, 2015 Promise to Pay. For value received Mesa Energy, Inc., (“Borrower”), a Nevada corporation, promises to pay to the order of Prosperity Bank, a Texas banking association, successor by merger to The F&M Bank & Trust Company (“Lender”), in Tulsa County, Oklahoma, at its offices at 1330 S. Harvard Ave., |
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| March 10, 2015 |
First Amendment to Mortgage and Security Agreement dated March 5, 2015 ex10-2.htm Exhibit 10.2 To be filed in Woodson County, Kansas FIRST AMENDMENT TO MORTGAGE AND SECURITY AGREEMENT This instrument (this ?Amendment?) is signed effective March 5, 2015, by Armada Midcontinent, LLC, an Oklahoma limited liability company (?Mortgagor?), and Prosperity Bank, a Texas state banking association, successor by merger to The F&M Bank & Trust Company (the ?Lender?), 1330 S. Har |
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| December 17, 2014 |
8-K 1 armadaoil8k121714.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Com |
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| December 17, 2014 |
Armada Oil Provides Year-end Update EXHIBIT 99.1 Armada Oil Provides Year-end Update Dallas, TX, December 15, 2014: Armada Oil, Inc. (“Armada” or, the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, today provided an update on its activities. Armada has spent the last three months working diligently on a producing property acquisition and an associated comprehensive financing facility that would have pro |
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| December 1, 2014 |
8-K 1 armadaoil8k120114.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 24, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Com |
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| November 13, 2014 |
Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rachel L. Dillard, Chief Financial Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| November 13, 2014 |
Exhibit 10.14 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated October 16, 2014, is between Tabbs Bay Energy, LP, a Texas limited partnership (“Seller”), with principal offices located at 8610 N New Braunfels Ave., Suite 705, San Antonio, Texas 78217, and Armada Oil, Inc., a Nevada corporation (“Buyer”), with principal offices located at 5220 Spring Valley Roa |
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| November 13, 2014 |
Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Randy M. Griffin, Chief Executive Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| November 13, 2014 |
10-Q 1 armadaoil10q093014.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Comm |
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| November 13, 2014 |
EXHIBIT 31.02 CERTIFICATION I, Rachel L. Dillard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe |
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| November 13, 2014 |
EXHIBIT 31.01 CERTIFICATION I, Randy M. Griffin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respec |
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| October 22, 2014 |
Entry into a Material Definitive Agreement 8-K 1 armadaoil8k102214.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 16, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Comm |
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| September 11, 2014 |
EXHIBIT 99.1 Armada Oil announces successful drilling results in The Hanna Basin, Carbon County, Wyoming Dallas, TX, September 8, 2014: Armada Oil, Inc. (“Armada” or, the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, today announced that it has successfully completed the drilling to contract depth of the Bear Creek #1 well Carbon County, Wyoming. The well was drilled |
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| September 11, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 armadaoil8k091114.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Com |
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| August 21, 2014 |
8-K 1 armadaoil8k082114.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Commi |
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| August 19, 2014 |
EXHIBIT 31.02 CERTIFICATION I, Rachel L. Dillard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe |
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| August 19, 2014 |
EXHIBIT 31.01 CERTIFICATION I, Randy M. Griffin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respec |
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| August 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55128 ARMADA OIL |
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| August 19, 2014 |
Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rachel L. Dillard, Chief Financial Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| August 19, 2014 |
Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Randy M. Griffin, Chief Executive Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| August 14, 2014 |
AOIL / Aberdeen Standard Bloomberg WTI Crude Oil Strategy K-1 Free ETF NT 10-Q - - NT 10-Q NT 10-Q 1 armadaoil-nt10q063014.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2014 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTr |
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| August 1, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Inc |
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| August 1, 2014 |
EX-99.1 2 ex99-1.htm EX-99.1 EXHIBIT 99.1 Armada Oil Announces Commencement of Drilling on the Bear Creek #1 Dallas, TX, July 30, 2014: Armada Oil, Inc. (the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, today announced that it has commenced drilling the Bear Creek # 1 well in Carbon County, Wyoming. The Bear Creek #1 will be drilled to a total vertical depth of appr |
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| May 22, 2014 |
Armada Oil Discusses its New Strategic Direction EX-99.3 4 ex99-3.htm EX-99.3 EXHIBIT 99.3 Armada Oil Discusses its New Strategic Direction Dallas, TX, May 21, 2014: Armada Oil, Inc. (the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, today discussed its strategic change in direction in 2014. The catalyst for this change was the Company’s desire to accelerate development efforts in south Louisiana as well as to dive |
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| May 22, 2014 |
Armada Oil, Inc. Announces Management Team and Board Changes EX-99.2 3 ex99-2.htm EX-99.2 EXHIBIT 99.2 Armada Oil, Inc. Announces Management Team and Board Changes Dallas, TX, May 20, 2014: Armada Oil, Inc. (the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, reported today on various changes to its executive management team and board of directors in anticipation of increasing drilling and production management activity. J. Clin |
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| May 22, 2014 |
Amendment to Amended and Restated Limited Liability Company Agreement, dated May 16, 2014 EXHIBIT 10.2 AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMENDMENT dated as of May 16, 2014 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of TNR HOLDINGS LLC, a Delaware limited liability company (the “Company”), dated December 20, 2013 (the “LLC Agreement”) by and among Gulfstar Resources LLC, a Nevada limited liability company (“Gulf |
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| May 22, 2014 |
Armada Oil Executes Agreement for Third Tranche of Funding with Gulfstar Resources EXHIBIT 99.1 Armada Oil Executes Agreement for Third Tranche of Funding with Gulfstar Resources Dallas, TX, May 19, 2014: Armada Oil, Inc. (the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, is pleased to announce that it has entered into an agreement with Gulfstar Resources, LLC (“Gulfstar”), a private energy investment group, for a third tranche of capital associate |
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| May 22, 2014 |
Unit Purchase and Redemption Agreement, dated May 16, 2014 EXHIBIT 10.1 UNIT PURCHASE AND REDEMPTION AGREEMENT By and Among TNR HOLDINGS LLC, ARMADA OIL, INC., MESA ENERGY, INC., and GULFSTAR RESOURCES LLC Dated as of May 16, 2014 1 INDEX TO EXHIBITS EXHIBIT A Use of Proceeds EXHIBIT B Form of Amendment to Limited Liability Company Agreement 2 UNIT PURCHASE AND REDEMPTION AGREEMENT UNIT PURCHASE AND REDEMPTION AGREEMENT (this “Agreement”), dated as of May |
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| May 22, 2014 |
Form of Amendment to Series D Common Stock Purchase Warrant EX-10.5 6 ex10-5.htm EX-10.5 EXHIBIT 10.5 FORM OF AMENDMENT TO WARRANT, ISSUED IN CONNECTION WITH THE 9.625% SENIOR UNSECURED PROMISSORY NOTE OF ARMADA OIL, INC., DATED MARCH 29, 2013, ISSUED TO This Amendment (this “Amendment”) to Warrant, issued in connection with the 9.625% Senior Unsecured Promissory Note of Armada Oil, Inc., dated March 29, 2013 (the “Note”), issued to the undersigned on Marc |
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| May 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Inco |
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| May 22, 2014 |
Form of Amendment to 9.625% Senior Unsecured Promissory Note EXHIBIT 10.4 FORM OF AMENDMENT TO 9.625% SENIOR UNSECURED PROMISSORY NOTE OF ARMADA OIL, INC., DATED MARCH 29, 2013, ISSUED TO This Amendment (this “Amendment”) to 9.625% Senior Unsecured Promissory Note of Armada Oil, Inc., dated March 29, 2013 (the “Note”), is entered into as of the day of May 2014, by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and the holder of the Note |
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| May 22, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Inco |
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| May 22, 2014 |
Form of Amendment No. 1 to Securities Purchase Agreement EX-10.3 4 ex10-3.htm EX-10.3 EXHIBIT 10.3 FORM OF AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 to the Securities Purchase Agreement (this “Amendment”) is made as of May , 2014, by and among Armada Oil, Inc., a Nevada corporation (the “Company”), and the buyer(s) set forth on the signature pages affixed to the Securities Purchase Agreement (collectively, the “Purchasers”), |
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| May 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 000-55128 ARMADA OI |
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| May 15, 2014 |
EXHIBIT 31.02 CERTIFICATION I, Rachel L. Dillard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe |
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| May 15, 2014 |
Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Randy M. Griffin, Chief Executive Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| May 15, 2014 |
Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rachel L. Dillard, Chief Financial Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| May 15, 2014 |
EXHIBIT 31.01 CERTIFICATION I, Randy M. Griffin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respec |
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| May 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incor |
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| April 25, 2014 |
8-K 1 v3760618k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 23, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Commission Fil |
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| April 16, 2014 |
EXHIBIT 10.2 AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 10, 2014 by and between MESA ENERGY, INC., a Nevada corporation (“Mesa”), and TNR HOLDINGS LLC, a Delaware limited liability company (“TNR”; together with Mesa, collectively, the “Parties” and each, individually, a “Party”). RECITALS |
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| April 16, 2014 |
8-K 1 armadaoil8k041514.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 10, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Commis |
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| April 16, 2014 |
EX-10.1 2 ex10-1.htm EX-10.1 EXHIBIT 10.1 AMENDMENT TO UNIT PURCHASE AGREEMENT AMENDMENT dated as of April 10, 2014 (this “Amendment”) to Unit Purchase Agreement dated December 20, 2013 (the “Purchase Agreement”) by and among TNR HOLDINGS LLC, a Delaware limited liability company (the “Company”), MESA ENERGY, INC., a Nevada corporation (“Mesa”), ARMADA OIL, INC., a Nevada corporation (“Armada”; to |
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| April 16, 2014 |
EX-10.6 7 ex10-6.htm EX-10.6 EXHIBIT 10.6 Prosperity Bank UNLIMITED GUARANTY This Unlimited Guaranty (this “Guaranty”) is entered into effective April 10, 2014 by Armada Midcontinent, LLC, an Oklahoma limited liability company (“Guarantor”), for the benefit of Prosperity Bank, a Texas banking association, successor by merger to The F&M Bank & Trust Company (“Lender”) for itself and as Collateral A |
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| April 16, 2014 |
EX-10.4 5 ex10-4.htm EX-10.4 EXHIBIT 10.4 To be filed in LaFourche and Plaquemines Parishes, Louisiana PROSPERITY BANK FIRST AMENDMENT TO MORTGAGE, COLLATERAL ASSIGNMENT, SECURITY AGREEMENT, AND FINANCING STATEMENT BE IT KNOWN, that as of the 10th day of April, 2014, before me, the undersigned Notary Public duly commissioned and qualified in and for Dallas County, Texas, personally came and appear |
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| April 16, 2014 |
EX-10.3 4 ex10-3.htm EX-10.3 EXHIBIT 10.3 Prosperity Bank 3811 Turtle Creek Blvd., Suite 1700 Dallas, Texas 75219 April 10, 2014 Mesa Energy, Inc. Attention: Randy M. Griffin, C.E.O. 5220 Spring Valley Road, Ste. 615 Dallas, Texas 75254 TNR Holdings LLC Tchefuncte Natural Resources, LLC Mesa Gulf Coast, LLC Attention: David Freeman, President 71683 Riverside Drive Covington, LA 70433 Re: Fifth Ame |
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| April 16, 2014 |
EXHIBIT 10.5 To be filed in Woodson County, Kansas Prosperity Bank MORTGAGE AND SECURITY AGREEMENT (Oil and Gas) The undersigned, Armada Midcontinent, LLC (“Mortgagor”), an Oklahoma limited liability company, having a place of business at 5220 Spring Valley Road., Ste. 615, Dallas, Dallas County, Texas 75254, and Prosperity Bank, a Texas banking association, successor by merger to The F&M Bank & T |
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| March 31, 2014 |
ASSIGNMENT AND ASSUMPTION AGREEMENT EX-10.2 2 ex10-2.htm EX-10.2 EXHIBIT 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of March 28, 2013 (this “Agreement”), is entered into by and between Mesa Energy Holdings, Inc., a Delaware corporation (“Assignor”), and Mesa Energy, Inc., a Nevada corporation (“Assignee”). R E C I T A L S: WHEREAS, Assignor is the owner of all of the issued and outsta |
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| March 31, 2014 |
EXHIBIT 21 SUBSIDIARIES OF REGISTRANT The registrant has the following subsidiaries: Ÿ Armada Oil and Gas, Inc. |
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| March 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 Commission file number: 000-55128 ARMADA OIL, INC. (Exact name of registrant as specified in its charter) Nevada 98-0195748 (State or other jurisdiction of incorporation or organization) (I |
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| March 31, 2014 |
EX-99.1 8 ex99-1.htm EX-99.1 Exhibit 99.1 March 10, 2014 Mr. Randy Griffin, Chairman and CEO Armada Oil, Inc. 5220 Spring Valley Road, Suite 615 Dallas, TX 75254 Dear Mr. Griffin: Ralph E. Davis Associates, Inc. here by consents to the reference to our firm in the form and context in which they appear in the Annual Report on Form 10-K of Armada Oil, Inc. for the year ended December 31, 2013 (the “ |
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| March 20, 2014 |
EX-10.1 2 ex10-1.htm EX-10.1 EXHIBIT 10.1 AGREEMENT FOR PURCHASE AND SALE This Agreement is entered into this 13th day of March, 2014, by and between PIQUA PETRO, INC., a Kansas corporation, (“Seller”) and ARMADA MIDCONTINENT, LLC, or its assigns (“Buyer”). 1) SALE AND PURCHASE: For and in consideration of the mutual benefits to be derived herefrom, and subject to the terms and conditions hereinaf |
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| March 20, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 armadaoil8k032014.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 14, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55128 98-0195748 (State or Other Jurisdiction (Commis |
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| February 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission File (I.R.S. Employer of |
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| February 19, 2014 |
EX-99.1 2 ex99-1.htm EX-99.1 EXHIBIT 99.1 Armada Oil, Inc. Announces Operational Update and Reorganization of Management Team in Anticipation of Continued Growth Dallas, TX, February 18, 2014: Armada Oil, Inc. (the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, reported today on its ongoing operational activities as well as a reorganization of its management team. The |
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| January 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT 1934 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 98-0195748 (State of incorporation) (IRS Employer Identification No.) 5220 Spring Valley Rd Suite 615 Dallas, TX 75254 (9 |
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| January 14, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 armadaoil8k011314.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 13, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Comm |
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| January 14, 2014 |
5220 Spring Valley Rd · Suite 615 · Dallas, Texas 75254 · 972.490.9595 EXHIBIT 99.1 January 2014 From the Desk of Randy M. Griffin, Chairman and CEO of Armada Oil, Inc. Dear Armada Shareholder, I want to take this opportunity to personally thank you for your ongoing support of the company and to provide you with an update on our progress. As you know, the company completed a business combination transaction in March 2013 with Mesa Energy, Inc. That combination signif |
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| January 7, 2014 |
EX-99.1 2 ex99-1.htm EX-99.1 EXHIBIT 99.1 |
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| January 7, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 armadaoil8k010614.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2014 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commi |
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| December 27, 2013 |
EXHIBIT 10.3 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated as of December 20, 2013, is made and entered into by and between Coral Reef Capital LLC, a Delaware limited liability company ("Consultant"), and TNR Holdings LLC, a Delaware limited liability company (the "Company"). WHEREAS, the Company recognizes that Consultant possesses knowledge and certain exp |
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| December 27, 2013 |
EXHIBIT 10.4 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of December 20, 2013 by and between MESA ENERGY, INC., a Nevada corporation (“Mesa”), and TNR HOLDINGS LLC, a Delaware limited liability company (“TNR”; together with Mesa, collectively, the “Parties” and each, individually, a “Party”). RECITALS: WHEREAS, Mesa is a member of TNR; WHE |
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| December 27, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 armadaoil8k122713.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 20, 2013 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Com |
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| December 27, 2013 |
EX-10.2 3 ex10-2.htm EX-10.2 EXHIBIT 10.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TNR HOLDINGS LLC Dated as of December 20, 2013 TABLE OF CONTENTS Page ARTICLE 1 FORMATION AND ORGANIZATION 1 Section 1.1 Formation 1 Section 1.2 Basic Rights of Members 1 Section 1.3 Name 1 Section 1.4 Term 2 Section 1.5 Business 2 Section 1.6 Principal Place of Business; Registered Office and Age |
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| December 27, 2013 |
EX-10.6 7 ex10-6.htm EX-10.6 EXHIBIT 10.6 UNLIMITED GUARANTY This Unlimited Guaranty (this “Guaranty”) is entered into effective December 19, 2013 by TNR Holdings, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of The F&M Bank & Trust Company (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Gua |
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| December 27, 2013 |
Fourth Amendment to Loan Agreement between Mesa Energy, Inc., and The F&M Bank & Trust Company EXHIBIT 10.5 THE F&M BANK & TRUST COMPANY 3811 Turtle Creek Blvd., Suite 1700 Dallas, Texas 75219 December 19, 2013 MESA ENERGY, INC. Attention: Randy M. Griffin, C.E.O. 5220 Spring Valley Road, Ste. 525 Dallas, Texas 75254 Re: Fourth Amendment to Loan Agreement Ladies and Gentlemen: This letter (this "Amendment") amends the Loan Agreement dated July 22, 2011, originally among MESA ENERGY, INC., a |
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| December 27, 2013 |
EXHIBIT 10.1 UNIT PURCHASE AGREEMENT By and Among TNR HOLDINGS LLC, MESA ENERGY, INC., ARMADA OIL, INC., and GULFSTAR RESOURCES LLC Dated as of December 20, 2013 INDEX TO SCHEDULES SCHEDULE I Disclosure Schedule INDEX TO EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D Use of Proceeds for Initial Closing Use of Proceeds for Subsequent Closing(s) Use of Proceeds for Purchase Option Exercise Form of |
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| November 14, 2013 |
Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Randy M. Griffin, Chief Executive Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| November 14, 2013 |
EXHIBIT 10.2 October 1, 2013 To: Terry Vickery Managing Member Energy Management Resources, LLC 445 Inion Blvd Suite 101 Lakewood, CO 80228 RE: Offer to sell oil and gas leases, wells, production and equipment located in Young County Texas, sometimes referred as “M.V. Keller - 23 acres lease” field no. 07484 and “M.V. Keller -100 acres lease” field no. 07415 As further described in Exhibit A attac |
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| November 14, 2013 |
EXHIBIT 31.02 CERTIFICATION I, Rachel L. Dillard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe |
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| November 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 333-52040 ARMAD |
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| November 14, 2013 |
Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rachel L. Dillard, Chief Financial Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| November 14, 2013 |
EXHIBIT 10.1 The F&M Bank & Trust Company 3811 Turtle Creek Blvd., Suite 1700 Dallas, Texas 75219 October 1, 2013 Mesa Energy, Inc. Attention: Randy M. Griffin, C.E.O. 5220 Spring Valley Road, Ste. 525 Dallas, Texas 75254 Re: Second Amendment to Loan Agreement Ladies and Gentlemen: This letter (this “Amendment”) amends the Loan Agreement dated July 22, 2011, among Mesa Energy, Inc., a Nevada corpo |
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| November 14, 2013 |
EXHIBIT 31.01 CERTIFICATION I, Randy M. Griffin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respec |
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| November 6, 2013 |
EX-10.1 2 ex10-1.htm EX-10.1 EXHIBIT 10.1 P.O. Box 173779 Denver, CO 80217-3779 October 28, 2013 Armada Oil, Inc. Attn: J. Clint Unruh 5220 Spring Valley Road, Suite 615 Dallas, TX 75254 RE: Third Amendment to the Seismic and Farmout Option Contract Dated October 22, 2012 Dear Mr. Unruh: Anadarko E&P Company LP, Anadarko Land Corp. and Armada Oil, Inc. entered into a Seismic and Farmout Option Con |
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| November 6, 2013 |
Financial Statements and Exhibits, Other Events 8-K 1 armadaoil8k110613.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 2013 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Comm |
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| November 6, 2013 |
Armada Oil, Inc. Announces Niobrara Project Update and Selects Location for Initial Test Well EX-99.1 3 ex99-1.htm EX-99.1 EXHIBIT 99.1 Armada Oil, Inc. Announces Niobrara Project Update and Selects Location for Initial Test Well Dallas, TX, November 6, 2013: Armada Oil, Inc. (the “Company”) (OTCBB: AOIL), an oil and gas exploration and production company, announced today that it has entered into a Third Amendment to its Seismic and Farm-Out Option Contract with Anadarko Petroleum (the “An |
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| August 14, 2013 |
EXHIBIT 31.01 CERTIFICATION I, Randy M. Griffin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respec |
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| August 14, 2013 |
EXHIBIT 31.02 CERTIFICATION I, Rachel L. Dillard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 333-52040 ARMADA OIL |
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| August 14, 2013 |
Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rachel L. Dillard, Chief Financial Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| August 14, 2013 |
Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Randy M. Griffin, Chief Executive Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| June 11, 2013 |
Armada Oil Provides Corporate Update EX-99.2 3 ex99-2.htm EXHIBIT 99.2 Armada Oil Provides Corporate Update Dallas, TX (June 10, 2013) Armada Oil, Inc. (OTCBB: AOIL) (the “Company”), an oil and gas exploration and production company, today provided a corporate update. After further evaluation of its Texas projects, the Company recently sold its interest in leases in Archer County in north Texas. However, it is in the process of becom |
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| June 11, 2013 |
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 |
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| June 11, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 1 armadaoil8k061113.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2013 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission |
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| May 20, 2013 |
Exhibit 32.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rachel L. Dillard, Chief Financial Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| May 20, 2013 |
Exhibit 32.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Randy M. Griffin, Chief Executive Officer of Armada Oil, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Armada Oil, Inc. on Form 10-Q |
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| May 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 333-52040 ARMADA OI |
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| May 20, 2013 |
EXHIBIT 31.01 CERTIFICATION I, Randy M. Griffin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respec |
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| May 20, 2013 |
EXHIBIT 31.02 CERTIFICATION I, Rachel L. Dillard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Armada Oil, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respe |
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| May 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-52040 CUSIP Number: 042150 102 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: March 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the transition period ended: If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: PART I—REGISTRANT INFORMATION Full Name of Registrant: Armada Oil, Inc. |
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| April 30, 2013 |
Form of Offering Modification Agreement between Armada Oil, Inc., and purchasers of the 2012 Units EX-10.1 2 ex10-1.htm EXHIBIT 10.1 OFFERING MODIFICATION AGREEMENT THIS OFFERING MODIFICATION AGREEMENT (this “Agreement”) is made as of this [] day of April, 2013, by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and the purchaser of shares of Company’s common stock whose name appears on the signature page hereto (each a “Purchaser” and collectively, the “Purchasers”). Compan |
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| April 30, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 armadaoil8k042913.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 26, 2013 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission |
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| April 30, 2013 |
Form of revised Series D Warrant of Armada Oil, Inc. EX-10.2 3 ex10-2.htm EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 25, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 v3426318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 19, 2013 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission Fil |
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| April 25, 2013 |
STOCK OPTION AGREEMENT ARMADA OIL, INC. EX-10.3 4 v342631ex10-3.htm EX-10.3 EXHIBIT 10.3 STOCK OPTION AGREEMENT ARMADA OIL, INC. THIS AGREEMENT is entered into as of the day of , 201 (the “Date of Grant”) BETWEEN: ARMADA OIL, INC., a company incorporated pursuant to the laws of the State of Nevada, (the “Company”) AND: [Name of Recipient] (the “Optionee”). WHEREAS: The Board of Directors of the Company (the “Board”) has approved and ado |
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| April 25, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.2 3 v342631ex10-2.htm EX-10.2 EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of April 1, 2013 (the “Effective Date”) between ARMADA OIL, INC., a Nevada corporation (the “Company”) having its principal offices at 5220 Spring Valley Road, Suite 615, Dallas, Texas, and JAMES J. CERNA, JR. (the “Executive”), an individual residing at |
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| April 25, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.1 2 v342631ex10-1.htm EX-10.1 EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of April 1, 2013 (the “Effective Date”) between ARMADA OIL, INC., a Nevada corporation (the “Company”) having its principal offices at 5220 Spring Valley Road, Suite 615, Dallas, Texas, and RANDY M. GRIFFIN (the “Executive”), an individual residing at . |
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| April 22, 2013 |
Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2013 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission File (I.R.S. Employer of In |
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| April 22, 2013 |
EX-99.1 2 v342079ex99-1.htm EXHIBIT 99.1 A RMADA O IL , I NC . Conventional Liquids with Significant Unconventional Upside Investor Presentation April 2013 Legal Notice - Forward Looking Statements This presentation of Armada Oil, Inc . (“Armada” or “Company”) contains forward - looking statements within the meaning of the federal securities laws . Any statements that express or involve discussion |
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| April 9, 2013 |
EX-99.2 3 v340870ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 Armada Oil Adds Marceau Schlumberger to the Board of Directors Dallas, TX, April 8, 2013: Armada Oil, Inc. (OTCBB: AOIL) (“Armada Oil” or the “Company”), a growth-oriented oil and gas Exploration and Production (E&P) company, today announced that Marceau Schlumberger has joined the Company’s Board of Directors. Marceau Schlumberger is a Partner |
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| April 9, 2013 |
Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2013 Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada 333-52040 98-0195748 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Inc |
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| April 9, 2013 |
EX-99.1 2 v340870ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Armada Oil, Inc. Announces Management Changes Dallas, TX, April 5, 2013: Armada Oil, Inc. (the “Company” or “Armada”) (OTCBB: AOIL), an oil and gas exploration and production company, completed its acquisition of substantially all of the assets of Mesa Energy Holdings, Inc. (“Mesa”) on March 28, 2013 and today announced a number of internal pro |
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| April 5, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 28, 2013 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Number) 98 |
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| March 29, 2013 |
EXHIBIT 10.2 UNLIMITED GUARANTY This Unlimited Guaranty (this “Guaranty”) is entered into effective March 28, 2013 by ARMADA OIL, INC., a Nevada corporation (“Guarantor”), for the benefit of THE F&M BANK & TRUST COMPANY (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Guarantor absolutely and unconditionally guarantees |
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| March 29, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 28, 2013 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Number) 98-0195748 (I.R.S. Emp |
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| March 29, 2013 |
ARMADA OIL, INC. Incorporated Under the Laws of the State of Nevada ARTICLE I EXHIBIT 3.1 ARMADA OIL, INC. Incorporated Under the Laws of the State of Nevada BY-LAWS ARTICLE I OFFICES Armada Oil, Inc. (the “Corporation”) shall maintain a registered office in the State of Nevada. The Corporation may also have other offices at such places, either within or without the State of Nevada, as the Board of Directors may from time to time designate or the business of the Corporation |
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| March 28, 2013 |
EX-4.1 2 v339764ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 FORM OF NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF C |
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| March 28, 2013 |
8-K 1 v3397648k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 20, 2013 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Number |
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| March 28, 2013 |
EX-10.1 4 v339764ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 Securities Purchase Agreement THIS SECURITIES PURCHASE AGREEMENT (this “SPA”) is dated as of March [•], 2013, between Armada Oil, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Whereas, the Com |
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| March 28, 2013 |
EX-4.2 3 v339764ex4-2.htm EXHIBIT 4.2 EXHIBIT 4.2 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE O |
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| March 28, 2013 |
FORM OF NONSTATUTORY STOCK OPTION AGREEMENT EXHIBIT 10.2 FORM OF NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of [], by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and [] (“Recipient”): In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Option Grant (a) Date option grant authorized: [ ] (c) Number of sha |
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| March 25, 2013 |
425 1 v3391668k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 22, 2013 Mesa Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-149338 98-0506246 (State or Other Jurisdiction (C |
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| March 25, 2013 |
Mesa Energy Holdings, Inc. Announces the Filing of a Definitive Proxy Statement EXHIBIT 99.1 Mesa Energy Holdings, Inc. Announces the Filing of a Definitive Proxy Statement Dallas, TX, March 22, 2013: Mesa Energy Holdings, Inc. (“Mesa”) (OTCBB: MSEH), an oil and gas exploration and production company, announced today that the definitive Proxy Statement relating to the sale of substantially all of Mesa’s assets to Armada Oil, Inc. (OTCBB: AOIL) (“Armada Oil”) in the proposed c |
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| March 18, 2013 |
SALE OF THE COMPANY’S ASSETS PROPOSED—YOUR CONSENT IS VERY IMPORTANT Filed pursuant to Rule 424(b)(2) Registration No. 333-185185 A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has been declared effective. These securities may not be sold nor may offers to buy be accepted except by means of the prospectus contained in the registration statement. This proxy statement/prospectus is not an offer to |
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| March 14, 2013 |
S-4/A 1 v338234s4a.htm FORM S-4/A As filed with the U.S. Securities and Exchange Commission on March 14, 2013 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 Pre-Effective Amendment #4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Armada Oil, Inc. (Exact name of registrant as specified in its charter) NEVADA 3999 98-0195748 (State or Other Jurisdiction of Incorpor |
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| March 14, 2013 |
Armada Oil, Inc. 10777 Westheimer Road Suite 1100 Houston, TX 77042 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 March 14, 2013 Re: Armada Oil, Inc. Pre-Effective Amendment No. 4 to Registration Statement On Form S-4 Filed March 14, 2013 File No. 333-185185 To whom it may concern, On behalf of Armada Oil, Inc. (the “ |
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| March 11, 2013 |
As filed with the U.S. Securities and Exchange Commission on March 11, 2013 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4/A Pre-Effective Amendment #3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Armada Oil, Inc. (Exact name of registrant as specified in its charter) NEVADA 3999 98-0195748 (State or Other Jurisdiction of Incorporation or Organization) (Primary |
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| March 11, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v3378038k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 5, 2013 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Nu |
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| March 11, 2013 |
March 11, 2013 Via EDGAR Attention: Anne Nguyen Parker Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Washington, D. |
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| March 11, 2013 |
P. O. Box 479, Tyler, Texas 75710-0479 903-595-4139 OFFICE 903-595-0344 FAX EXHIBIT 10.41 March 5, 2013 Armada Oil Inc. 10777 Westheimer Rd., Suite 1100 Houston, TX 77042 Attn: Jim Cerna RE: Amendment and Extension Purchase and Option Agreement Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Cerna: Whereas in a Letter Agreement dated February 7, 2012 and amended September 25, 2012, and again amended January 10, 2013, TR Energy, Inc. (TR), and |
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| March 11, 2013 |
EXHIBIT 10.1 March 5, 2013 Armada Oil Inc. 10777 Westheimer Rd., Suite 1100 Houston, TX 77042 Attn: Jim Cerna RE: Amendment and Extension Purchase and Option Agreement Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Cerna: Whereas in a Letter Agreement dated February 7, 2012 and amended September 25, 2012, and again amended January 10, 2013, TR Energy, Inc. (TR), and |
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| February 22, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v3360258k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 19, 2013 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission Fil |
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| February 22, 2013 |
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT 10.1 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 19, 2013 (this “Amendment No. 1”), among Armada Oil, Inc., a corporation organized under the laws of the State of Nevada (“Armada”), Mesa Energy Holdings, Inc., a corporation organized under the laws of the State o |
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| February 21, 2013 |
S-4/A 1 v331576s4a.htm S-4/A As filed with the U.S. Securities and Exchange Commission on February 21, 2013 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4/A Pre-Effective Amendment #2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Armada Oil, Inc. (Exact name of registrant as specified in its charter) NEVADA 3999 98-0195748 (State or Other Jurisdiction of Incorpor |
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| February 21, 2013 |
EX-99.11 14 v331576ex99-11.htm EXHIBIT 99.11 Collarini Associates 3100 Wilcrest Drive, Suite 140 Houston, Texas 77042 Tel. (832) 251-0160 Fax (832) 251-0157 www.collarini.com August 8, 2012 Ms. Monnie Greer Mesa Energy 71683 Riverside Drive Covington, Louisiana 70433 Dear Ms. Greer: In accordance with your request and to enable Mesa Energy to satisfy the requirements of Mesa's annual reporting, we |
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| February 21, 2013 |
P. O. Box 479, Tyler, Texas 75710-0479 903-595-4139 OFFICE 903-595-0344 FAX EXHIBIT 10.40 January 10, 2013 Armada Oil Inc. 10777 Westheimer Rd. Suite 1100 Houston, TX 77042 Attn: David Moss & Jim Cerna RE: Amendment and Extension Purchase and Option Agreeent Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Moss and Mr. Cerna: Whereas in a Letter Agreement dated February 7, 2012 and amended September 25, 2012, TR Energy, Inc. (TR), and Armada O |
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| February 21, 2013 |
February 21, 2013 Via EDGAR Attention: Anne Nguyen Parker Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Washington, D. |
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| February 21, 2013 |
EXHIBIT 99.1 ANNEX A WRITTEN CONSENT OF STOCKHOLDERS OF MESA ENERGY HOLDINGS, INC. THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned, being a stockholder of record of Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) as of November 23, 2012, hereby takes the following action, pursuant to Section 228 of the Delaw |
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| February 21, 2013 |
Moyes & Co. http://www.moyesco.com Moyes & Co.m February 13, 2012 Moyes & Co. 8235 Douglas Ave Suite 1221 Dallas TX 75225 The Directors Mesa Energy Holdings, Inc. 5220 Spring Valley Road, Suite 615 Dallas, TX 75254 RE: CONSENT OF FAIRNESS OPINION LETTER We hereby consent to the inclusion of our opinion letter, dated November 13, 2012, to the Board of Directors of Mesa Energy Holdings, Inc. (“Mesa” |
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| February 21, 2013 |
ARMADA Oil, INC Unaudited Pro Forma Combined FINANCIAL INFORMATION EXHIBIT 99.2 ARMADA Oil, INC Unaudited Pro Forma Combined FINANCIAL INFORMATION The following unaudited pro forma combined financial information reflects the historical results of Armada Oil, Inc. (“Armada”) as adjusted on a pro forma basis to give effect to Armada’s merger with the operating subsidiaries of Mesa Energy Holdings, Inc. (“Mesa”) (the “Acquisition”). This Acquisition is described fur |
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| February 21, 2013 |
[Letterhead of C.K. Cooper & Company] [Letterhead of C.K. Cooper & Company] February 15, 2013 Board of Directors Armada Oil, Inc. 10777 Westheimer Road; Suite 1100 Houston, TX 77042 Re: Consent of C. K. Cooper & Company, Inc. To Whom It May Concern: We hereby consent to the reference to our firm and the role we played in the development of the proposed transaction as described in the joint proxy statement/prospectus that forms a part |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-52040 ARMADA OIL |
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| February 8, 2013 |
February 8, 2013 Via EDGAR Attention: Alexandra Ledbetter & Laura Nicholson Staff Attorneys United States Securities and Exchange Commission Division of Corporation Finance Washington, D. |
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| February 1, 2013 |
CORRESP 1 filename1.htm FOIA CONFIDENTIAL TREATMENT REQUEST January 10, 2013 Via EDGAR Attention: Anne Nguyen Parker Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Armada Oil, Inc. Registration Statement on Form S-4 Filed November 29, 2012 File No. 333-185185 Dear Ms. Parker, We serve as counsel to Armada Oil, Inc. (the “Com |
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| January 16, 2013 |
EX-10.1 2 v332267ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 January 10, 2013 Armada Oil Inc. 10777 Westheimer Rd. Suite 1100 Houston, TX 77042 Attn: David Moss & Jim Cerna RE: Amendment and Extension Purchase and Option Agreement Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Moss and Mr. Cerna: Whereas in a Letter Agreement dated February 7, 2012 and amended September 25, |
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| January 16, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v3322678k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2013 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File |
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| December 31, 2012 |
CORRESP 1 filename1.htm December 31, 2012 Via Edgar Attention: Anne Nguyen Parker Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Armada Oil, Inc. Registration Statement on Form S-4 Filed November 29, 2012 File No. 333-185185 Dear Ms. Parker, We serve as counsel to Armada Oil, Inc. (the “Company”) in connection with the prepa |
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| December 11, 2012 |
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This document shall serve as an Amendment to that certain Executive Employment Agreement (“Agreement”) dated August 31, 2009 by and between Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
S-4/A 1 v329448s4a.htm FORM S-4/A As filed with the U.S. Securities and Exchange Commission on December 11, 2012 Commission No. 333-52040 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4/A Pre-Effective Amendment #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Armada Oil, Inc. (Exact name of registrant as specified in its charter) NEVADA 3999 98-0195748 (State or |
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| December 11, 2012 |
ARMADA OIL, INC. COMPENSATION COMMITTEE CHARTER ARMADA OIL, INC. COMPENSATION COMMITTEE CHARTER This Compensation Committee Charter (the “Charter”) sets forth the purpose and membership requirements of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Armada Oil, Inc. (the “Company”) and establishes the authority and responsibilities delegated to it by the Board. 1. Purpose The purpose of the Committee is t |
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| December 11, 2012 |
Collarini Associates 3100 Wilcrest Drive, Suite 140 Houston, Texas 77042 Tel. (832) 251-0160 Fax (832) 251-0157 www.collarini.com October 18, 2011 Ms. Monnie Greer Tchefuncte Natural Resources 225 Columbia Street Covington, Louisiana 70433 Dear Ms. Greer: In accordance with your request, we have estimated the proved, probable, and possible reserves and future revenue, as of April 1, 2011, to the i |
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| December 11, 2012 |
EX-4.5 11 v329448ex4-5.htm EXHIBIT 4.5 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR S |
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| December 11, 2012 |
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www. |
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| December 11, 2012 |
OMNIBUS WAIVER AND MODIFICATION AGREEMENT OMNIBUS WAIVER AND MODIFICATION AGREEMENT This Omnibus Waiver and Modification Agreement, made as of May 11, 2011 (the “Agreement”), is being entered into among Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
RESTRICTED STOCK GRANT AGREEMENT MESA ENERGY HOLDINGS, INC. RESTRICTED STOCK GRANT AGREEMENT MESA ENERGY HOLDINGS, INC. THIS AGREEMENT is entered into as of the day of , 201 (the “Date of Issuance”) BETWEEN: MESA ENERGY HOLDINGS, INC., a company incorporated pursuant to the laws of the State of Delaware, (the “Company”) AND: (the “Participant”). WHEREAS: A. The Board of Directors of the Company (the “Board”) has approved and adopted the Mesa Energy Holding |
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| December 11, 2012 | ||
| December 11, 2012 |
SPRING VALLEY CENTER OFFICE LEASE Suite 525 SPRING VALLEY CENTER OFFICE LEASE Suite 525 INDEX PARAGRAPH 1 Basic Provisions (a) Tenant (b) Premises (c) Basic Rental (d) Security Deposit (e) Lease Term (f) Estimated Commencement Date (g) Operating Expense Stop (h) Permitted Use (i) Parking Rights PARAGRAPH 2 Lease Grant PARAGRAPH 3 Lease Term PARAGRAPH 4 Construction of Finish Work in Premises PARAGRAPH 5 Tenant's Basic Rental Obligation (a) |
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| December 11, 2012 |
MESA ENERGY HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN MESA ENERGY HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility, · to provide incentives to individuals who perform services to the Company, and · to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonst |
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| December 11, 2012 |
P. O. Box 479, Tyler, Texas 75710-0479 903-595-4139 OFFICE 903-595-0344 FAX February 7, 2012 Armada Oil Inc. 30872 Hunt Club Drive San Juan Capistrano, CA 92675 Attn: David Moss RE: Purchase and Option Agreement Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Moss: This letter will evidence the agreement between TR Energy Inc., hereinafter referred to as “TR”, whose mailing address is P. O. Box 479, Tyler, Texas 75710-0479, and Armada Oil Inc |
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| December 11, 2012 |
SUBSIDIARY GUARANTY 1. Identification. This Guaranty (the “Guaranty”), dated as of , 2009, is entered into by Mesa Energy, Inc., a Nevada corporation, Mesa Energy Operating, LLC, a Texas limited liability company (each a “Guarantor” and collectively, “Guarantors”), for the benefit of (“Lender”). 2. Recitals. 2.1 Each Guarantor is a direct subsidiary of Mesa Energy Holdings, Inc., a Delaware corpor |
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| December 11, 2012 |
NDB ENERGY, INC. FORM OF SERIES B WARRANT Exhibit 4.6 NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AM |
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| December 11, 2012 | ||
| December 11, 2012 |
AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT THIS AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT (“Amendment”), dated as of the 17th day of October, 2011, is between Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
Exhibit 10.24 To be filed in LaFourche and Plaquemines Parish, Louisiana MORTGAGE, * COLLATERAL ASSIGNMENT, * SECURITY AGREEMENT, and * STATE OF TEXAS FINANCING STATEMENT * * COUNTY OF DALLAS * executed by * Tchefuncte Natural Resources, LLC * in favor of * The F&M Bank & Trust Company * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Be it known that on this 22nd day of July, 2011, before |
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| December 11, 2012 |
Exhibit 10.35 AT-WILL EMPLOYMENT AGREEMENT THIS AT-WILL EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between NDB Energy, Inc. (the “Company”), a corporation organized under the laws of the State of Nevada and Rhonda B. Rosen (the “Executive”), an individual residing in the State of New Jersey, dated as of the 1st day of May, 2012 (each a “Party” and, collectively the “Parties”). RECITALS |
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| December 11, 2012 |
GENERAL RELEASE AGREEMENT This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of August 31, 2009, is entered into by and among Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
COLLATERAL AGENT AGREEMENT COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of August 31, 2009, among Collateral Agents, LLC (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
NDB ENERGY, INC. 2012 LONG-TERM INCENTIVE PLAN Article 1 NDB ENERGY, INC. 2012 LONG-TERM INCENTIVE PLAN Article 1 PURPOSE The purpose of the Plan is to attract and retain the services of key Employees, key Contractors, and Outside Directors of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restr |
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| December 11, 2012 |
ARMADA OIL, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER ARMADA OIL, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER This Nominating and Corporate Governance Committee Charter (the “Charter”) sets forth the purpose and membership requirements of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Armada Oil, Inc. (the “Company”) and establishes the authority and responsibilities deleg |
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| December 11, 2012 |
Converted by EDGARwiz EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2008, between International Energy, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Subscriber” and, collectively, the “Subscribers”). This Agreement is made pursuant to the Sub |
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| December 11, 2012 |
ARMADA OIL, INC. AUDIT COMMITTEE CHARTER EX-99.8 60 v329448ex99-8.htm EXHIBIT 99.8 ARMADA OIL, INC. AUDIT COMMITTEE CHARTER This Audit Committee Charter (“Charter”) sets forth the purpose and membership requirements of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Armada Oil, Inc. (the “Company”) and establishes the authority and responsibilities delegated to it by the Board. 1. Purpose The Committee is |
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| December 11, 2012 |
Converted by EDGARwiz EXHIBIT 4.9 Palladium Capital Advisors, LLC 230 Park Avenue, Suite 539 New York, New York 10169 Tel (646) 485-7297 Fax (646) 390-6328 Email [email protected] March 26, 2008 Mr. Harmel S. Rayat Authorized Officer INTERNATIONAL ENERGY, INC. Suite 216 – West 1st Avenue Vancouver, BC V6J 1G1 Re: Placement Agent Agreement Dear Mr. Rayat: This will confirm the understanding a |
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| December 11, 2012 |
Exhibit 4.2 THIS DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS DEBENTURE UND |
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| December 11, 2012 |
Exhibit 10.28 UNLIMITED GUARANTY This Unlimited Guaranty (this “Guaranty”) is entered into effective July 22, 2011 by Tchefuncte Natural Resources, LLC, a Louisiana limited liability company (“Guarantor”), for the benefit of The F&M Bank & Trust Company (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Guarantor absolute |
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| December 11, 2012 |
SUBSCRIPTION AGREEMENT BY AND BETWEEN Converted by EDGARwiz EXHIBIT 4.3 THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) E |
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| December 11, 2012 |
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among MESA ENERGY HOLDINGS, INC. MESA ENERGY ACQUISITION CORP. and MESA ENERGY, INC. August 31, 2009 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Closing 1 1.3 Actions at the Closing 2 1.4 Additional Actions 2 1.5 Conversion of Company Securities 2 1.6 Dissenting Shares 3 1.7 Fractional Shares 3 1.8 Options and Warrants 4 1. |
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| December 11, 2012 |
Exhibit 16.1 October 15, 2012 Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated on or around October 15, 2012, of Armada Oil, Inc. and are in agreement with the statements contained therein concerning our firm. /S/ PETERSON SULLIVAN LLP |
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| December 11, 2012 |
September 25, 2012 Armada Oil Inc. 10777 Westheimer Rd., Suite 1100 Houston, TX 77042 Attn: David Moss & Jim Cerna RE: Amendment and Extension Purchase and Option Agreement dated February 7, 2012 Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Moss and Mr. Cerna: Whereas in a Letter Agreement dated February 7, 2012, TR Energy, Inc. (TR), and Armada Oil, Inc. (Armada) |
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| December 11, 2012 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is made as of June 1, 2011 (the “Agreement”), among Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
Exhibit 10.25 PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement (“Agreement”) is made as of the 22nd day of July, 2011, by Mesa Energy, Inc., a Nevada corporation (“Pledgor”), in favor of The F&M Bank & Trust Company, an Oklahoma state bank (“Lender”), as security for the Indebtedness of Pledgor to Lender. Pledgor hereby agrees with Lender as follows: 1. Definitions. As used in this |
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| December 11, 2012 |
Amendment To Membership Interest Purchase Agreement Exhibit 10.29 Amendment To Membership Interest Purchase Agreement This document shall serve as an Amendment to that certain Membership Interest Purchase Agreement dated June 1, 2011 by and between Mesa Energy Holdings, Inc., a corporation existing under the laws of Delaware (the “Parent”), Mesa Energy, Inc., a corporation existing under the laws of Nevada (the “Purchaser”), Tchefuncte Natural Reso |
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| December 11, 2012 |
ROSS MILLER Secretary of State ieniamend.htm - Generated by SEC Publisher for SEC Filing Exhibit 3.2 ROSS MILLER Secretary of State STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings Certified Copy February 18, 2010 Job Number: C20100217-2418 Reference Number: 00002604929-42 Expedite: Through Date: The undersigned filing officer hereby certifies that the attached copies |
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| December 11, 2012 |
Collarini Associates 3100 Wilcrest Drive, Suite 140 Houston, Texas 77042 Tel. (832) 251-0160 Fax (832) 251-0157 www.collarini.com October 17, 2011 Ms. Monnie Greer Tchefuncte Natural Resources 225 Columbia Street Covington, Louisiana 70433 Dear Ms. Greer In accordance with your request, we have estimated the proved reserves and future revenue, as of January 1, 2011, to the interest of Samson Conto |
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| December 11, 2012 |
EX-99.6 58 v329448ex99-6.htm EXHIBIT 99.6 Collarini Associates 3100 Wilcrest Drive, Suite 140 Houston, Texas 77042 Tel. (832) 251-0160 Fax (832) 251-0157 www.collarini.com March 6, 2012 Ms. Monnie Greer Mesa Energy 71683 Riverside Drive Covington, Louisiana 70433 Dear Ms. Greer: In accordance with your request and to enable Mesa Energy to satisfy the requirements of Mesa's annual reporting, we hav |
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| December 11, 2012 |
EXHIBIT 3 EXHIBIT 3.4 Bylaws of e.Deal.net, Inc. ARTICLE I. DIRECTORS Section 1. Function. All corporate powers shall be exercised by or under the authority of the Board of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be shareholders of the Corpo |
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| December 11, 2012 |
ARMADA OIL, INC. Code of Business Conduct and Ethics ARMADA OIL, INC. Code of Business Conduct and Ethics A. INTRODUCTION The purpose of this Code of Business Conduct and Ethics (this “Code”) is to describe standards of conduct and business expected of directors, officers and employees (the “Covered Persons”) of Armada Oil, Inc. (the “Company”). All Covered Persons will be required to attest annually to their awareness and acceptance of the provisio |
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| December 11, 2012 |
Exhibit 10.27 UNLIMITED GUARANTY This Unlimited Guaranty (this “Guaranty”) is entered into effective July 22, 2011 by Mesa Gulf Coast, LLC, a Texas limited liability company (“Guarantor”), for the benefit of The F&M Bank & Trust Company (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Guarantor absolutely and unconditio |
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| December 11, 2012 | ||
| December 11, 2012 |
FIRST MODIFICATION OF OFFICE LEASE Suite #525 Relocation to Suite #615 FIRST MODIFICATION OF OFFICE LEASE This First Modification of Office Lease (the “Modification”) is entered into as of the 28th day of February, 2012, by and between SPRING VALLEY CENTER, LLP, a Texas Limited Liability Partnership, (“Landlord”) and MESA ENERGY, INC. |
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| December 11, 2012 |
EX-10.16 29 v329448ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (the “Agreement”) made and entered effective as of June 16, 2011, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”) and Whalehaven Capital Fund Ltd., a Bermuda Corporation (“Whalehaven”). WITNESSETH: WHEREAS, the Company issued Whalehaven a promissory note in a prin |
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| December 11, 2012 |
STOCK OPTION AGREEMENT MESA ENERGY HOLDINGS, INC. STOCK OPTION AGREEMENT MESA ENERGY HOLDINGS, INC. THIS AGREEMENT is entered into as of the day of , 201 (the “Date of Grant”) BETWEEN: MESA ENERGY HOLDINGS, INC., a company incorporated pursuant to the laws of the State of Delaware, (the “Company”) AND: , of [address] (the “Optionee”). WHEREAS: A. The Board of Directors of the Company (the “Board”) has approved and adopted the Mesa Energy Holdings |
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| December 11, 2012 |
Exhibit 10.34 Share Exchange Agreement THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated March 21, 2012, is entered into by and among NDB Energy, Inc., a Nevada corporation (the “Company”), Armada Oil Inc., a Nevada corporation (“Armada”) and the persons listed on Exhibit A annexed hereto, representing the holders of all of the issued and outstanding securities of Armada (the “Armada Stockho |
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| December 11, 2012 |
Armada Oil, Inc. 10777 Westheimer Road, Suite 1100 Houston, Texas 77042 Telephone: (800) 676-1006 Exhibit 10.34 Armada Oil, Inc. 10777 Westheimer Road, Suite 1100 Houston, Texas 77042 Telephone: (800) 676-1006 This Employment Agreement (the “Agreement”) is made and entered as of October 11, 2012, by and between Armada Oil, Inc. (the “Company”), a Nevada corporation, having an office located at 10777 Westheimer Road, Suite 1100, Houston, Texas 77042, and James J. Cerna, Jr. (the “Executive”), a |
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| December 11, 2012 |
SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| December 11, 2012 | ||
| December 11, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of August 31, 2009 (the “Effective Date”) between MESA ENERGY HOLDINGS, INC. |
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| December 11, 2012 |
EXHIBIT 3 EXHIBIT 3.1 ARTICLES OF INCORPORATION FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA NOVEMBER 6, 1998 NO. C2593798 1. NAME OF CORPORATION: e.Deal.net, Inc. 2. RESIDENT AGENT: (designated resident agent and STREET ADDRESS where process may be served) Name of Resident Agent: National Registered Agents, Inc. of Nevada Street Address: 202 South Minnesota Street, Carson |
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| December 11, 2012 |
SECURITY AGREEMENT 1. Identification. This Security Agreement (the “Agreement”), dated as of August 31, 2009, is entered into by and between Mesa Energy Holdings, Inc., a Delaware corporation (“Parent”), Mesa Energy, Inc., a Nevada corporation, Mesa Energy Operating, LLC, a Texas limited liability company (each a “Guarantor” and together with Parent, each a “Debtor” and collectively the “Debtors”) |
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| December 11, 2012 |
NE/4 Section 22 and NW/4 Section 23, T11 N, R25E Sequoyah County Oklahoma Exhibit 10.30 ASSIGNMENT OF OIL AND GAS LEASES, BILL OF SALE AND COVEYANCE, COVERING ALL INTEREST IN: NE/4 Section 22 and NW/4 Section 23, T11 N, R25E Sequoyah County Oklahoma STATE OF TEXAS ) COUNTY OF DALLAS ) THIS ASSIGNMENT OF OIL AND GAS LEASES and BILL of SALE, ("Assignment") effective as of September 1, 2011, at 12:01 A.M. Central Time ("Effective Date"), from Mesa Energy, Inc., 5220 Spring |
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| December 11, 2012 |
SEISMIC AND FARMOUT OPTION CONTRACT Carbon County, WY Exhibit 10.38 SEISMIC AND FARMOUT OPTION CONTRACT Carbon County, WY THIS SEISMIC AND FARMOUT OPTION CONTRACT (this “Contract”) is entered into effective on October 22, 2012, between Anadarko E & P Company LP and Anadarko Land Corp. (collectively referred to as "Anadarko"), with an office in Denver, Colorado, hereinafter sometimes referred to as "Farmor", and Armada Oil, Inc., with an office in Hou |
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| December 11, 2012 |
Exhibit 10.26 UNLIMITED GUARANTY This Unlimited Guaranty (this “Guaranty”) is entered into effective July 22, 2011 by Mesa Energy Holdings, Inc., a Delaware corporation (“Guarantor”), for the benefit of The F&M Bank & Trust Company (“Lender”) for itself and as Collateral Agent under the Intercreditor Agreement (as defined below). For valuable consideration, Guarantor absolutely and unconditionally |
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| December 11, 2012 |
EMPLOYMENT SERVICES AGREEMENT This Employment Services Agreement (the “Agreement”) is entered into as of the 19th day of September, 2011, by and between MESA ENERGY HOLDINGS, INC. |
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| December 11, 2012 |
SECOND AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT SECOND AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT THIS AMENDMENT TO EMPLOYMENT SERVICES AGREEMENT (“Amendment”), dated as of the 1st day of October, 2012, is between Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
The F&M Bank & Trust Company 3811 Turtle Creek Blvd., Suite 150 Dallas, Texas 75219 Exhibit 10.22 The F&M Bank & Trust Company 3811 Turtle Creek Blvd., Suite 150 Dallas, Texas 75219 July 22, 2011 Mesa Energy, Inc. Attention: Randy M. Griffin, C.E.O. 5220 Spring Valley Road, Ste. 525 Dallas, Texas 75254 Re: Loan Agreement Ladies and Gentlemen: This letter sets forth the Loan Agreement (this “Loan Agreement”) among Mesa Energy, Inc., a Nevada corporation (“Borrower”); Mesa Energy H |
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| December 11, 2012 |
Exhibit 10.23 SECURITY AGREEMENT This Security Agreement is entered into effective July 22, 2011, by Tchefuncte Natural Resources, LLC (“Grantor”), a Louisiana limited liability company, for the benefit of The F&M Bank & Trust Company (“Lender”). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Obligations (as defined below) and agrees that L |
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| December 11, 2012 |
SPLIT-OFF AGREEMENT This SPLIT-OFF AGREEMENT, dated as of August 31, 2009 (this “Agreement”), is entered into by and among Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of , 2009, by and between Mesa Energy Holdings, Inc. |
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| December 11, 2012 |
NDB ENERGY, INC. FORM OF SERIES C WARRANT Exhibit 4.7 NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AM |
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| December 11, 2012 |
FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| November 30, 2012 |
Conventional Liquids with Significant Unconventional Upside A RMADA O IL , I NC . Proposed Business Combination Overview Mesa Energy Holdings, Inc. and Armada Oil, Inc. November 30, 2012 Legal Notice - Forward Looking Statements This presentation relates to, describes certain aspects and consequences of, the possible consummation of the transactions contemplated (collectively, the “Transaction”) b |
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| November 30, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Number) 98-0195748 (I.R.S. |
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| November 30, 2012 |
Conventional Liquids with Significant Unconventional Upside A RMADA O IL , I NC . Proposed Business Combination Overview Mesa Energy Holdings, Inc. and Armada Oil, Inc. November 30, 2012 Legal Notice - Forward Looking Statements This presentation relates to, describes certain aspects and consequences of, the possible consummation of the transactions contemplated (collectively, the “Transaction”) b |
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| November 30, 2012 |
425 1 v3295288k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Num |
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| November 29, 2012 |
EX-99.2 7 v329274ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 ARMADA Oil, INC (Formerly “NDB Energy, Inc.”) (An Exploration Stage Company) Unaudited Pro Forma Combined FINANCIAL INFORMATION The following unaudited pro forma combined financial information reflects the historical results of Armada Oil, Inc. (“Armada”) as adjusted on a pro forma basis to give effect to Armada’s acquisition of the operating s |
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| November 29, 2012 |
EX-99.1 6 v329274ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 ANNEX A WRITTEN CONSENT OF STOCKHOLDERS OF MESA ENERGY HOLDINGS, INC. THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned, being a stockholder of record of Mesa Energy Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) as of November 23, 2012, hereby takes the following act |
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| November 29, 2012 |
As filed with the U.S. Securities and Exchange Commission on November 29, 2012 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Armada Oil, Inc. (Exact name of registrant as specified in its charter) NEVADA 3999 98-0195748 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classi |
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| November 29, 2012 |
EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Armada Oil, Inc., a Nevada corporation that is filing a registration statement on Form S-4 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint James J. Cerna, Jr., their true and lawful attorney-in-fact a |
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| November 20, 2012 |
EX-10.1 2 v328834ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF NOVEMBER 14, 2012 AMONG ARMADA OIL, INC., MESA ENERGY HOLDINGS, INC. AND MESA ENERGY, INC. TABLE OF CONTENTS ARTICLE I THE ACQUISITION SECTION 1.1 The Acquisition 2 SECTION 1.2 The Acquisition Consideration 2 SECTION 1.3 The Dissolution 3 SECTION 1.4 Closing 3 SECTION 1.5 Further A |
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| November 20, 2012 |
EX-10.3 4 v328834ex10-3.htm EXHIBIT 10.3 EXHIBIT 10.3 Voting Agreement Voting Agreement (this “Agreement”), dated as of November 14, 2012, between the undersigned stockholder (“Stockholder”) of Mesa Energy Holdings, Inc., a Delaware corporation (“Mesa”), and Armada Oil, Inc., a Nevada corporation (“Armada”). WHEREAS, subsequent to the execution of this Agreement, Mesa, Mesa Energy, Inc., a Nevada |
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| November 20, 2012 |
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT EX-10.2 3 v328834ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [], 201[] (this “Agreement”), is entered into by and between Mesa Energy Holdings, Inc., a Delaware corporation (“Assignor”), and Mesa Energy, Inc., a Nevada corporation (“Assignee”). RECITALS: WHEREAS, Assignor is the owner of all of the issued an |
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| November 20, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v3288348k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 14, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission Fil |
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| November 13, 2012 |
P. O. Box 479, Tyler, Texas 75710-0479 903-595-4139 OFFICE 903-595-0344 FAX February 7, 2012 Armada Oil Inc. 30872 Hunt Club Drive San Juan Capistrano, CA 92675 Attn: David Moss RE: Purchase and Option Agreement Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Moss: This letter will evidence the agreement between TR Energy Inc., hereinafter referred to as “TR”, whose mailing address is P. O. Box 479, Tyler, Texas 75710-0479, and Armada Oil Inc |
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| November 13, 2012 |
FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| November 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-52040 ARMADA OI |
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| November 13, 2012 |
September 25, 2012 Armada Oil Inc. 10777 Westheimer Rd., Suite 1100 Houston, TX 77042 Attn: David Moss & Jim Cerna RE: Amendment and Extension Purchase and Option Agreement dated February 7, 2012 Bear Creek Prospect & Overland Trail Prospect Carbon County, Wyoming Dear Mr. Moss and Mr. Cerna: Whereas in a Letter Agreement dated February 7, 2012, TR Energy, Inc. (TR), and Armada Oil, Inc. (Armada) |
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| November 8, 2012 |
SEISMIC AND FARMOUT OPTION CONTRACT Carbon County, WY Exhibit 10.1 SEISMIC AND FARMOUT OPTION CONTRACT Carbon County, WY THIS SEISMIC AND FARMOUT OPTION CONTRACT (this “Contract”) is entered into effective on October 22, 2012, between Anadarko E & P Company LP and Anadarko Land Corp. (collectively referred to as "Anadarko"), with an office in Denver, Colorado, hereinafter sometimes referred to as "Farmor", and Armada Oil, Inc., with an office in Hous |
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| November 8, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v3277548k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File |
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| October 15, 2012 |
Exhibit 16.1 October 15, 2012 Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated on or around October 15, 2012, of Armada Oil, Inc. and are in agreement with the statements contained therein concerning our firm. /S/ PETERSON SULLIVAN LLP |
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| October 15, 2012 |
8-K 1 v3257308k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 10, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Numb |
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| October 15, 2012 |
EX-10.2 3 v325730ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Appendix B THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of October 11, 2012, by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and James J. Cerna, Jr. (“Recipient”): In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Option Grant (a) Date option |
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| October 15, 2012 |
Armada Oil, Inc. 10777 Westheimer Road, Suite 1100 Houston, Texas 77042 Telephone: (800) 676-1006 EX-10.1 2 v325730ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Armada Oil, Inc. 10777 Westheimer Road, Suite 1100 Houston, Texas 77042 Telephone: (800) 676-1006 This Employment Agreement (the “Agreement”) is made and entered as of October 11, 2012, by and between Armada Oil, Inc. (the “Company”), a Nevada corporation, having an office located at 10777 Westheimer Road, Suite 1100, Houston, Texas 77042, and |
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| October 3, 2012 |
Proposed Merger Overview Mesa Energy Holdings, Inc. and Armada Oil, Inc. Conference Call: Thursday, October 4 th , 2012 Armada Oil, Inc. Conventional Liquids with Significant Unconventional Upside Legal Notice Regarding Forward Looking Statements Statements in this presentation of Armada Oil, Inc . (“Armada”) and Mesa Energy Holdings, Inc . (“Mesa”) that are not historical facts are "forward - loo |
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| October 3, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 v3250038k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 3, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Numbe |
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| September 19, 2012 |
As filed with the U.S. Securities and Exchange Commission on [], 2012 Registration No. 333 - 151828 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Armada Oil, Inc. (Exact name of registrant as specified in its charter) NEVADA 3999 98-0195748 (State or Other Jurisdiction of Incorporati |
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| September 19, 2012 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Armada Oil, Inc., a Nevada corporation that is filing a post-effective amendment to its registration statement on Form S-1 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint James J. Cerna, Jr., their tr |
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| September 13, 2012 |
Registration Statement - FORM S-1 S-1 1 v322129s-1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on September 13, 2012 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Armada Oil, Inc. (Exact name of registrant as specified in its charter) NEVADA 3999 98-0195748 (State or Other Jurisdiction of Incorporation or Organization) (Pri |
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| September 13, 2012 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Armada Oil, Inc., a Nevada corporation that is filing a registration statement on Form S-1 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint James J. Cerna, Jr., their true and lawful attorney-in-fact a |
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| August 14, 2012 |
EX-4.4 2 v318750ex4-4.htm EXHIBIT 4.4 THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of [ ] (the “Effective Date”), by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and [ ] (“Recipient”): In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Option Grant (a) Date option grant authorized: (c) Number of s |
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| August 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 v31875010q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| July 9, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 2, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Number) 98-0195748 (I.R.S. Emplo |
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| July 9, 2012 |
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION EX-99.1 2 v318033ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION On March 30, 2012, Armada Oil, Inc. (the “Company”) completed the acquisition of Armada Oil and Gas, Inc. (“Armada Oil and Gas”), pursuant to a share exchange agreement (the “Share Exchange Agreement”) dated March 21, 2012. Pursuant to the Share Exchange Agreement, the Armada Oil and |
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| July 9, 2012 |
SUPPLEMENTAL AGREEMENT NO. 1 TO MASTER AGREEMENT Exhibit 10.2 SUPPLEMENTAL AGREEMENT NO. 1 TO MASTER AGREEMENT This Supplemental Agreement No. 1 (“Supplement”) is made this 2nd day of July, 2012, between GEOKINETICS USA, INC., (“GEOKINETICS”) and ARMADA OIL, INC. (“COMPANY”). This Supplement supplements and forms a part of that certain “Master Agreement” entered into by and between GEOKINETICS and COMPANY, effective as of June 1, 2012 (“Agreemen |
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| July 9, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2012 Date of Report (Date of earliest event reported) Armada Oil, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-52040 (Commission File Number) 98-0195748 (I.R.S. E |
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| July 9, 2012 |
MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT EX-10.1 2 v318031ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the “Master Agreement” or “Agreement”) is entered into this 1st day of June, 2012; between Armada Oil, Inc., having an office located at 10777 Westheimer Road, Suite 1100, Houston, Texas 77042 (hereinafter called “Company”) and Geokinetics USA, Inc |
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| June 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 v31670810k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| June 27, 2012 |
NDB ENERGY, INC. 2012 LONG-TERM INCENTIVE PLAN Article 1 NDB ENERGY, INC. 2012 LONG-TERM INCENTIVE PLAN Article 1 PURPOSE The purpose of the Plan is to attract and retain the services of key Employees, key Contractors, and Outside Directors of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restr |
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| June 27, 2012 |
ARMADA OIL, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER ARMADA OIL, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER This Nominating and Corporate Governance Committee Charter (the “Charter”) sets forth the purpose and membership requirements of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Armada Oil, Inc. (the “Company”) and establishes the authority and responsibilities deleg |
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| June 27, 2012 |
ARMADA OIL, INC. Code of Business Conduct and Ethics ARMADA OIL, INC. Code of Business Conduct and Ethics A. INTRODUCTION The purpose of this Code of Business Conduct and Ethics (this “Code”) is to describe standards of conduct and business expected of directors, officers and employees (the “Covered Persons”) of Armada Oil, Inc. (the “Company”). All Covered Persons will be required to attest annually to their awareness and acceptance of the provisio |
