CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX) Files An 8-K Entry into a Material Definitive Agreement

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CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 24, 2017, the Company entered into a Settlement
Agreement and Stipulation (Agreement) with Rockwell Capital
Partners, Inc., a Delaware corporation (Rockwell). to the
Agreement (attached hereto as Exhibit 10.1), Rockwell acquired
outstanding liabilities of the Company in the principal amount of
not less than $158,419.46.

After the execution of the Agreement, the Company and Rockwell
submitted, to Section 3(a)(10) of the Securities Act of 1933
(Act), the terms and conditions of this Agreement to the Court
(described below) for a hearing on the fairness of such terms and
conditions, including the exemption from registration related to
the issuance of the Settlement Shares to Rockwell, as defined
under the Agreement.

On January 25, 2017, the Circuit Court of the Twelfth Judicial
Circuit of Florida (Manatee County) entered an Order (attached
hereto as Exhibit 10.2) finding that the Agreement is approved as
fair to Rockwell, within the meaning of Section 3(a)(10) of the
Act, and that the sale of the shares to Rockwell and the resale
of the shares by Rockwell will be exempt from registration under
the Act.

ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES.

From January 6, 2017 through January 26, 2017, the Company issued
to Rockwell 251,008,000 shares of its common stock. The issuance
of these shares were exempt from the registration requirements of
Section 5 of the Act to Section 3(a)(10) thereto in accordance
with the Court Orders in favor of Rockwell as reported in our
Form 8-K filed December 19, 2016 and as filed herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

Exhibits included are set forth in the Exhibit Index to Item
601of Regulation S-K.


About CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX)

Cardinal Energy Group, Inc. is engaged in the business of acquiring, developing and operating oil and gas leases. These operations are primarily focused on properties in which it holds a leasehold interest. The Company owns interests in oil and gas leases located in the north-central section of Texas. It holds approximately 85% working interest in the Dawson-Conway leases located in Shackelford County, Texas. The property consists of approximately 41 wells on over 618 acres. It holds approximately 100% working interest in the Powers-Sanders lease located in Shackelford County, Texas. The property consists of approximately 385 acres and over five producing oil wells. It holds approximately 100% working interest in the Stroebel-Broyles leases located in Eastland County, Texas. It holds approximately 43.75% working interest in the Fortune prospect located in Shackelford County, Texas. It holds over 100% working interest in the Bradford West lease.

CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX) Recent Trading Information

CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX) closed its last trading session down -0.00020 at 0.00160 with shares trading hands.