Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) Files An 8-K Bankruptcy or Receivership

Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) Files An 8-K Bankruptcy or Receivership

Item 1.03 of this Current Report on Form 8-K regarding the Asset
Purchase Agreement (as defined below) is incorporated herein by
reference.

Item 1.03

Bankruptcy or Receivership

As previously reported in a Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 22, 2016,
Dakota Plains Holdings, Inc. (the Company)(Case Number 16-43711)
and its wholly-owned subsidiaries, Dakota Plains Transloading,
LLC, Dakota Plains Sand, LLC, Dakota Plains Marketing, LLC, DPTS
Marketing LLC, DPTS Sand, LLC and Dakota Petroleum Transport
Solutions, LLC (together with the Company, the Debtors), filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code (the Bankruptcy Code) (the Chapter
11 Case) in the United Stated Bankruptcy Court for the District
of Minnesota (the Court). The Company will continue to operate
its business as debtor-in-possession under the jurisdiction of
the Court and in accordance with the applicable provisions of the
Bankruptcy Code and order of the Court.

On January 27, 2017, the Court approved a stalking horse asset
purchase agreement, dated December 19, 2016 and amended January
26, 2017 (the Asset Purchase Agreement), by and between the
Debtors and BioUrja Trading, LLC (the Purchaser), to which,
subject to the terms and conditions of the Asset Purchase
Agreement, the Purchaser agreed to purchase substantially all of
the assets of the Debtors for a purchase price equal to
approximately $10.85 million, which would be satisfied in cash
and the assumption of certain specified liabilities, including
payment of pre-petition cure costs of up to $50,000 required to
be paid to Section 365 of the Bankruptcy Code and the remainder
to be paid from the purchase price. The consummation of the
transactions contemplated by the Asset Purchase Agreement is
subject to certain customary conditions as specified in the Asset
Purchase Agreement. The Asset Purchase Agreement also provides
for a termination fee payable to the Purchasers upon the
occurrence of certain events.

Copies of the Asset Purchase Agreement and the First Amendment to
Asset Purchase Agreement are filed herewith as Exhibit 10.1 and
Exhibit 10.2, respectively, each of which is incorporated herein
by reference. The description of the Asset Purchase Agreement, as
amended by the First Amendment to Asset Purchase Agreement, is
qualified in its entirety by reference to such exhibits.

Cautionary Statements

The Company cautions its security holders that trading in the
Companys securities during the pendency of the Chapter 11 Case
will be highly speculative and will pose additional, substantial
risks in addition to the various risks that the Company has
previously disclosed in its press releases, registration
statements filed under the Securities Act of 1933, as amended,
and periodic reports and schedules filed under the Securities
Exchange Act of 1934, as amended. Trading prices for the Companys
securities may not bear any substantive relationship to any
recovery that the Companys security holders may obtain in the
Chapter 11 Case. In that context, the Company cannot provide any
assurance in respect of the scope or amount, nature, or timing of
any recovery for any such holders. Accordingly, we urge extreme
caution with respect to existing and future investments in our
securities.

A plan of reorganization, sale of assets or liquidation may
result in the holders of the Companys securities receiving little
or no distribution in respect of their interests and cancellation
of their existing securities. If certain requirements of the
Bankruptcy Code are met, a Chapter 11 plan of reorganization
could be confirmed notwithstanding its rejection by our security
holders and notwithstanding the fact that such security holders
do not receive or retain any property on account of their
security interests under such plan.

About Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ)
Dakota Plains Holdings, Inc. is an integrated midstream energy company. The Company is engaged in operating the Pioneer Terminal, with services that include outbound crude oil storage, logistics and rail transportation, and inbound fracturing (frac) sand logistics. The Company has two operating segments, which include the crude oil and frac sand transloading operations. The Pioneer Terminal is located in Mountrail County, North Dakota. The Company’s frac sand business provides services for UNIMIN Corporation (UNIMIN), which is a producer of quartz proppant and the supplier of frac sand to exploration and production operating companies in the Williston Basin. The Company operates North Dakota transloading facility, which is fully operational and consists of approximately four rail tracks situated on approximately 27.46 acres serviced by Soo Line Railroad Company. Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) Recent Trading Information
Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) closed its last trading session 00.00000 at 0.00600 with 671,885 shares trading hands.