Dakota Plains Holdings, Inc. (OTCMKTS:DAKPQ) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 of this Current Report on Form 8-K is incorporated
herein by reference.

Item 2.01Completion of Acquisition or Disposition of
Assets.

As previously reported in a Current Report on Form 8-K filed with
the Securities and Exchange Commission (the SEC) 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 States Bankruptcy Court
for the District of Minnesota (the Court). The Company will
continue to be managed as a 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.

In addition, as previously disclosed in a Current Report on Form
8-K filed with the SEC on February 3, 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 (the Asset Sale).

The closing of the Asset Sale contemplated under the Asset
Purchase Agreement occurred on February 28, 2017. The Asset Sale
was conducted to the provisions of Sections 105, 363 and 365 of
the Bankruptcy Code and approved by the Court. The Debtors
received total consideration of approximately $10.85 million,
which was substantially all cash.

Item 8.01Other Events.

The Company expects to file a plan of liquidation, which is
expected to be considered by the Court in May of 2017. The
Company will now move forward with winding down and dissolving in
accordance with applicable law. In light of the purchase price
paid, the Company expects that there will be no recovery by the
Companys stockholders after payment to the Companys creditors.

Cautionary Statements

This report contains forward-looking statements within the
meaning of the federal securities laws. Statements included in
this current report that are not historical facts (including any
statements regarding plans and objectives of management for
future operations or economic performance, or assumptions). These
statements can be identified by the use of forward-looking
terminology including anticipate, continue, believe, estimate,
expect, hope, intend, may, potential, should, target, will, or
other similar words. Such forward-looking statements are subject
to various risks and uncertainties that could cause actual
results to differ materially from those anticipated as of the
date of the filing of this report. Although we believe that the
expectations reflected in these forward-looking statements are
based on reasonable assumptions, no assurance can be given that
these expectations will prove to be correct. Important factors
that could cause our actual results to differ materially from the
expectations reflected in these forward-looking statements
include, among other things, those set forth in Part I, Item 1A.
Risk Factors in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 and in Part II, Item 1A. Risk
Factors in our Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2016. All forward-looking statements
included in this report are based on information available to us
on the date of this report. We undertake no obligation to
publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise. All
subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements
contained throughout this report.

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 up +0.00121 at 0.00561 with 671,885 shares trading hands.