BLACK RIDGE OIL & GAS, INC. (OTCMKTS:ANFC) Files An 8-K Entry into a Material Definitive Agreement

BLACK RIDGE OIL & GAS, INC. (OTCMKTS:ANFC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On May 23, 2017, Black Ridge Oil Gas, Inc. (the Company) entered
into a standby purchase agreement (the Standby Purchase
Agreement) with a consortium of investors (the Backstop
Purchasers). The Backstop Purchasers agreed to purchase from the
Company an aggregate number of shares of common stock equal to
$2.9 million, at the subscription price, subject to the terms and
conditions of the Standby Purchase Agreement (the Backstop
Offering).

The Backstop Purchasers will purchase up to $2.9 million of
shares, and such proceeds shall be available to the Company,
based on the number of shares remaining unpurchased after the
exercise of the non-transferable subscription rights (each a
Right and collectively the Rights) issued to holders of the
Companys common stock (the Rights Offering).

In the Rights Offering, the Company intends to distribute to its
shareholders Rights entitling the holders thereof to purchase up
to an aggregate of 431,819,910 shares of the Companys common
stock. The Company will not know the aggregate amount of common
stock to be sold to the Backstop Purchasers until the completion
of the Rights Offering. Further information about the Rights
Offering is provided in Item 8.01 of this report.

In connection with the Standby Purchase Agreement, the Company
agreed to file a registration statement under the Securities Act
of 1933, as amended (the Securities Act), to register the resale
of the shares acquired by the Backstop Purchasers subject to the
terms and conditions set forth in the registration rights
agreement between the Company and the Backstop Purchasers. The
Company will pay all expenses associated with each registration,
including filing and printing fees, fees of the Companys counsel
and accounting fees and expenses, costs associated with clearing
the securities for sale under applicable state securities laws,
listing fees, and the reasonable fees and expenses of one counsel
to the Backstop Purchasers in connection with the registration.

The obligations of the Backstop Purchasers to consummate the
transactions under the Standby Purchase Agreement are subject to
the satisfaction or waiver of specified conditions, including,
but not limited to, compliance with covenants and the accuracy of
representations and warranties provided by the Backstop
Purchasers to the Standby Purchase Agreement, and consummation of
the Rights Offering.

The Backstop Purchasers obligation to participate in the Backstop
Offering to the Standby Purchase Agreement do not expire as long
as the Rights Offering is open.

The obligations of the Company and the Backstop Purchasers to
consummate the transactions contemplated under the Standby
Purchase Agreement in connection with the Backstop Offering are
subject to the fulfillment or waiver, prior to or on the Closing
Date, of the following conditions:

the Rights Offering shall have been consummated;
no judgment, injunction, decree, regulatory proceeding or
other legal restraint shall prohibit, or have the effect of
rendering unachievable, the consummation of the Backstop
Offering or the material transactions contemplated by the
Standby Purchase Agreement; and
all approvals and consents that are required in connection
with the consummation of the Rights Offering and the Backstop
Offering shall have been duly obtained and shall be
effective.

The obligations of the Backstop Purchasers to consummate the
Backstop Offering are subject to the fulfillment or waiver of the
following conditions:

the representations and warranties of the Company in the
Standby Purchase Agreement are true and correct in all
material respects; and
there shall have been no Material Adverse Change (as defined
below).

The Standby Purchase Agreement may be terminated at any point
prior to the closing date under the following circumstances:

by the Company, if it determines in its sole discretion that
it is not in the best interests of the Company and its
stockholders to proceed with the Rights Offering;
by the Backstop Purchasers, in his or her sole discretion, if
(i) there is any event, state of facts, circumstance,
development, change, effect or occurrence that is materially
adverse to the Companys ability to consummate the
transactions contemplated by Standby Purchase Agreement (a
Material Adverse Change) or (ii) trading in the Companys
common stock shall have been suspended by the Securities and
Exchange Commission (SEC) or the OTCQB or trading in
securities generally on the OTCQB shall have been suspended
(each a Market Adverse Change) and such Material Adverse
Change or Market Adverse Change has not been cured within the
applicable period for curing such Material Adverse Change or
Market Adverse Change;
by either the Company or the Backstop Purchasers if:
o there is a material breach of the Standby Purchase Agreement
that is not cured within the periods provided in the Standby
Purchase Agreement;
o consummation of the Backstop Offering is prohibited by law,
rule or regulation.

The Standby Purchase Agreement requires, to the fullest extent
permitted by law, each party to indemnify and hold harmless the
other party, its affiliates, and their respective directors,
officers and authorized agents from and against any and all
losses, claims, damages, expenses and liabilities relating to or
arising out of any breach of any representation, warranty,
covenant or undertaking made by or on behalf of such party in the
Standby Purchase Agreement.

The shares of common stock to be sold and issued to the Standby
Purchase Agreement will be offered and sold in reliance upon an
exemption from the registration requirements of the Securities
Act afforded by Section 4(a)(2) thereof and Regulation D
promulgated thereunder. The Standby Purchase Agreement
contemplated privately negotiated transactions that did not
involve a general solicitation, and each of the Backstop
Purchasers is an accredited investor as defined in Regulation D.

The foregoing description of the Standby Purchase Agreement does
not purport to be complete and is qualified in its entirety by
reference to such agreement, the form of which is filed herewith
as Exhibit 10.1. This summary is intended to provide shareholders
and investors with information regarding the terms of the Standby
Purchase Agreement. The representations and warranties contained
in the Standby Purchase Agreement are generally made to, and
solely for the benefit of, the parties to the Standby Purchase
Agreement. Certain representations and warranties in the Standby
Purchase Agreement are made for the purpose of allocating risk
between the parties, rather than establishing matters as facts.
Accordingly, shareholders and investors should not rely on the
representations and warranties as characterizations of the actual
state of facts, since they were only made as of the date of the
Standby Purchase Agreement. The representations and warranties
contained in the Standby Purchase Agreement should only be read
in conjunction with the other information that the Company makes
publicly available in reports, statements, and other documents
filed with the SEC.

Item 7.01. Regulation FD Disclosure

On May 30, 2017, the Company posted on its website an updated
investor presentation regarding the Rights Offering. The
PowerPoint slide presentation regarding the Rights Offering is
furnished as Exhibit 99.1.

Item 8.01. Other Events.

On May 23, 2017, the Company filed a Registration Statement on
Form S-1 with the SEC to register the 431,819,910 shares of
common stock to be offered in its proposed Rights Offering (the
Registration Statement).

In the Rights Offering, the Company expects to distribute to its
shareholders, on a pro rata basis, the Rights, each to purchase
up to nine shares of common stock at a subscription price of
$0.012 per share. Shareholders will receive one Right for each
share of common stock owned on the record date.

If all of the shares are sold in the Rights Offering and/or to
the Backstop Purchasers, the Company expects to realize total
gross proceeds of approximately $5.182 million.

The Company intends to use the net proceeds of the Rights
Offering for the sponsorship of a special purpose acquisition
company (SPAC) focused on effecting a merger or similar business
combination with a target business in the energy industry.
Sponsorship of a SPAC typically involves an initial contribution
of between 3% and 5% of the total proceeds to be raised in the
initial public offering of the SPAC. The proceeds from the rights
offering are expected to provide sufficient capital to sponsor a
SPAC initial public offering of between $75 million and $125
million. In exchange for this initial contribution, sponsors of a
SPAC typically receive securities representing approximately 20%
of the SPACs outstanding shares following the SPACs initial
public offering.

Any proceeds from the Rights Offering that remain following the
SPAC sponsorship will be used for general corporate purposes
which may include other investments and acquisitions.

This Current Report on Form 8-K does not constitute an offer to
sell or the solicitation of an offer to buy any securities. The
completion of the Rights Offering remains subject to the
satisfaction of certain conditions, and the Company reserves the
right to terminate the Rights Offering at any time prior to the
expiration date of the Rights Offering, including prior to the
rights distribution or the commencement of the Rights Offering.
The Registration Statement includes a preliminary prospectus
relating to the Rights Offering from which certain information
has been omitted as permitted by the SECs rules. After the
Registration Statement has been declared effective by the SEC, a
final prospectus will be filed with the SEC and be sent to
shareholders as of the record date for the Rights Offering. The
Company may also file other documents with the SEC regarding the
Rights Offering and/or the Standby Offering. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED RIGHTS
OFFERING. Investors and security holders will be able to obtain a
free copy of the prospectus (if and when it becomes available)
and other documents, once such documents are filed by the Company
with the SEC through the website maintained by the SEC at
http://www.sec.gov.

This Current Report on Form 8-K contains forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements do not represent
historical facts, but rather statements about managements
beliefs, plans and objectives about the future, as well as its
assumptions and judgments concerning such beliefs, plans and
objectives. These statements are evidenced by terms such as
anticipate, estimate, should, expect, believe, intend, and
similar expressions. Although these statements reflect
managements good faith beliefs and projections, they are not
guarantees of future performance and they may not prove true.
These projections involve risk and uncertainties that could cause
actual results to differ materially from those addressed in the
forward-looking statements. These risks and uncertainties
include, but are not limited to, changes in general economic,
market, or business conditions; changes in the financial
condition and results of operations of the Company and its
subsidiaries; changes in laws or regulations or policies of
federal and state regulators and agencies; circumstances that
might prevent or delay the consummation of the Rights Offering
and/or the backstop offering; and other circumstances beyond the
Companys control. Consequently, all of the forward-looking
statements made in this report are qualified by these cautionary
statements, and there can be no assurance that the actual results
anticipated will be realized, or if substantially realized, will
have the expected consequences on the Companys business or
operations. For a discussion of the risks and uncertainties to
which the Company is subject, see the section of the periodic
reports that the Company files with the SEC entitled Risk
Factors.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The exhibits furnished with this report are listed in the Exhibit
Index which immediately follows the hereto, which Exhibit Index
is incorporated herein by reference.


About BLACK RIDGE OIL & GAS, INC. (OTCMKTS:ANFC)

Black Ridge Oil & Gas, Inc. is an oil and natural gas exploration and production company. The Company’s properties are located in North Dakota and Montana. The Company is engaged in the acquisition, exploration, development and production of crude oil and natural gas properties, primarily in the Bakken and Three Forks trends in North Dakota and Montana. The Company is engaged in crude oil and natural gas exploration and production by participating on a pro-rata basis with operators in wells drilled and completed in spacing units that include its acreage under lease. It has proven oil and gas reserves of approximately 2.3 million barrels of oil equivalents, owns interest in over 349 gross (10.95 net) producing oil and gas wells, and controls rights to mineral leases covering approximately 8,100 net acres for prospective drilling to the Bakken and/or Three Forks formations. The Company controls approximately 7,400 net acres in the Williston Basin.

BLACK RIDGE OIL & GAS, INC. (OTCMKTS:ANFC) Recent Trading Information

BLACK RIDGE OIL & GAS, INC. (OTCMKTS:ANFC) closed its last trading session 00.0000 at 0.0329 with shares trading hands.

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