EXTRACTION OILINC. (NASDAQ:XOG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01Entry into a Material Definitive Agreement.

As previously announced on December 12, 2016 (the Closing Date),
Extraction Oil Gas, Inc. (the Company) entered into a private
placement (the Private Placement) of 25,041,041 shares of the
Companys common stock, par value $0.01 per share (Shares). In
connection with the closing of the Private Placement, the Company
and the Purchasers entered into that certain Registration Rights
Agreement, dated December 15, 2016 (the Registration Rights
Agreement). to the Registration Rights Agreement, the Company
agreed to (i) file a Registration Statement on Form S-1 with the
Securities and Exchange Commission (the Commission) no later than
30 days following the Closing Date (such filing date, the
Mandatory Shelf Filing Date) to register the offer and resale, on
a continuous or delayed basis to Rule 415 under the Securities
Act of 1933, as amended (the Securities Act), of the shares sold
in the Private Placement; provided, however, that if the Company
has filed the registration statement on Form S-1 and subsequently
becomes eligible to use Form S-3, the Company may elect, in its
sole discretion, to (A) file a post-effective amendment to the
registration statement converting such registration statement on
Form S-1 to a registration statement on Form S-3 or (B) withdraw
the registration statement on Form S-1 and file a registration
statement on Form S-3; (ii) use its commercially reasonable
efforts to cause such resale registration statement to be
declared effective under the Securities Act by the Commission as
soon as reasonably practicable after the Mandatory Shelf Filing
Date; and (iii) use its commercially reasonable efforts to keep
the registration statement continuously effective under the
Securities Act until the earlier of (A) the date when all of the
Registrable Securities (as defined in the Registration Rights
Agreement) covered by such registration statement have been sold,
and (B) the date on which all of the purchased shares cease to be
Registrable Securities under the Registration Rights Agreement.

The foregoing is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item3.02Unregistered Sales of Equity Securities.

On December 12, 2016, the Company entered into aCommon Stock
Subscription Agreement, by and among the Company and the
purchasers listed on Schedule A thereto (the Subscription
Agreement), to which the Company agreed to issue 25,041,041
Shares, at a price of $18.25 per Share. The issuance of such
Shares to the Subscription Agreement is made in reliance upon an
exemption from registration provided under Section 4(a)(2) of the
Securities Act. The Private Placement results in approximately
$457 million of gross proceeds and approximately $442 million of
net proceeds (after deducting placement agent commissions and the
Companys expenses).

Item9.01Financial Statements and Exhibits.

(d)Exhibits.

About EXTRACTION OIL & GAS, INC. (NASDAQ:XOG)

Extraction Oil & Gas, Inc., formerly Extraction Oil & Gas, LLC, is an energy company. It is focused on the acquisition, development and production of oil, natural gas and natural gas liquids (NGL) reserves in the Rocky Mountains, primarily in the Wattenberg Field of the Denver-Julesburg Basin (the DJ Basin) of Colorado. It focuses on the development of the Codell and Niobrara formations. It offers its exploration and production processes in various steps, such as seismic, site preparation, drilling the well, completing the well, monitoring the well and reclaiming the site. The Company utilizes sound walls to mute or redirect noise caused by its operations. The Company uses an electric rig to manage its drilling operations. It uses vapor recovery units to capture emissions from storage facilities. It uses lease automatic custody transfer (LACT) units to collect oil from tanks in a closed-loop system that manages air emissions associated with the oil gathering and transportation process.

EXTRACTION OIL & GAS, INC. (NASDAQ:XOG) Recent Trading Information

EXTRACTION OIL & GAS, INC. (NASDAQ:XOG) closed its last trading session down -0.13 at 20.16 with 778,615 shares trading hands.