Armada Oil, Inc. (OTCBB: AOIL) (“ Armada Oil ”) (the “Company”) and Mesa Energy Holdings, Inc. (OTCBB: MSEH) (“ Mesa ”) today announced the closing of the Asset Purchase Agreement and completion of the business combination of Armada Oil and Mesa on March 28, 2013. Stockholders of Mesa should see their shares converted to Armada shares in their brokerage accounts this week. Those with paper certificates will receive a notification document from the transfer agent and will be able to choose how they would like their shares handled.
In completing the transaction, Armada Oil has acquired 100% of Mesa Energy, Inc., a wholly owned subsidiary of Mesa that holds substantially all of the assets of Mesa. In return, Mesa stockholders will be issued 0.40 shares of common stock of Armada Oil for each share of Mesa that they own as of the close of business on March 27, 2013. The new share structure of the combined companies is approximately 54 million issued and outstanding shares of Armada Oil common stock, with Mesa and Armada Oil stockholders holding, respectively, approximately 62.4% and 37.6% of the combined company. In addition, Mesa will be dissolved. Armada Oil will be the surviving corporate entity and will relocate its headquarters to Dallas, Texas.
It is anticipated that the combination of the two companies will enhance stockholder value by merging management teams with proven operational and public company experience, who will build upon a diversified asset base consisting of conventional producing properties in Louisiana as well as unconventional resource play opportunities in both the Niobrara formation in Wyoming and in the Mississippian Lime formation in Oklahoma. In the coming months, Armada Oil expects to seek a listing on a national exchange, increase liquidity, spur growth, and more fully and effectively exploit its asset base.
Randy M. Griffin, Chairman and Chief Executive Officer of Armada Oil, commented: “This business combination is a major milestone for both companies and we are thrilled to use it as a stepping stone to building a balanced exploration and production company with enough critical mass to efficiently increase stockholder value.”
James J. Cerna, Jr., President of Armada Oil commented: “Mesa’s team shares the same values and commitment to excellence as we do. Together, we believe the new Armada Oil has the ability to take the next major step by listing on an exchange and by continually striving to become an independent oil and gas production leader.”
More information regarding the Asset Purchase Agreement and business combination can be found in Armada Oil’s Form 8-K filed with the SEC on March 29, 2013, which is available for review at www.sec.gov and on the Company’s new corporate website www.armadaoil.us.
About Armada Oil, Inc.
Armada Oil, Inc. (OTCBB: AOIL), headquartered in Dallas, Texas, is a growth-oriented Exploration and Production (E&P) company with a definitive focus on growing reserves and net asset value per share, primarily through the acquisition, development and enhancement of multiple onshore oil and natural gas producing properties as well as the development of highly diversified developmental drilling opportunities, both conventional and unconventional. The company currently owns producing oil properties in Plaquemines and Lafourche Parishes in Louisiana, developmental properties in Garfield and Major Counties, OK and Wyoming County, NY and strategic acreage positions in and around the Laramie and Hanna Basins in Southern Wyoming in the liquids-rich Niobrara Play.
More information about Armada Oil may be found at http://www.armadaoil.us.
Forward-Looking Statements
Certain statements in this news release, which are not historical facts, including those relating to the Mesa and Armada Oil business combination, are forward-looking statements. These statements are subject to risks and uncertainties. Words such as "expects", "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes" and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management. Actual results may differ materially from those currently anticipated due to a number of factors which may be beyond the reasonable control of the Company, including, but not limited to, the Company’s ability to locate and acquire suitable interests in oil and gas properties on terms acceptable to the Company, the availability and pricing of additional capital to finance operations and leasehold acquisitions, the ability of the Company to build and maintain a successful operations infrastructure, the intensity of competition and changes and volatility in energy prices. Readers are urged not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release. Additional information on risks and other factors that may affect the business and financial results of the Company can be found in the filings of the Company with the U.S. Securities and Exchange Commission at www.sec.gov.
