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

Item 1.01 Entry Into a Material Definitive Agreement

Amendment to Credit Agreement

On May5, 2017, Extraction Oil Gas,Inc. (the Company) entered into
Amendment No.12 (the Amendment) to the Credit Agreement, dated
September4, 2014 (as amended and modified, the Credit Agreement)
among the Company, certain subsidiaries of the Company (the
Guarantors), the lenders party thereto (the Lenders) and Wells
Fargo Bank, National Association (Wells Fargo), as administrative
agent for the Lenders and as issuing lender.

The Amendment amends the Credit Agreement to, among other things,
allow the Company to restructure its marketing arrangements with
Mercuria Energy Trading,Inc. (Mercuria) by entering into a new
crude oil purchase agreement and an ISDA Master Agreement between
Mercuria and the Company (the Mercuria ISDA, and together with
such new crude oil purchase agreement, the Mercuria Marketing
Documents), which will be secured by one or more letters of
credit (the Mercuria Letters of Credit) that names Mercuria as
the beneficiary thereof.

Specifically, the Amendment permits the Company and the
Guarantors to (i)incur obligations under the Mercuria Marketing
Documents, together with certain other approved transportation
agreements, up to $50,000,000, subject to certain exceptions,
(ii)incur exposure under the Mercuria Letters of Credit up to
$25,000,000, and (iii)enter into certain hedging arrangements
under the Mercuria ISDA. Under the Amendment, the Company and the
Guarantors agree not to amend, restate, supplement or modify the
Mercuria Marketing Documents without the written consent of Wells
Fargo, as administrative agent.

The Amendment contains customary representations and warranties
by each of the Company and each Guarantor consistent with those
agreed upon in connection with previous amendments to the Credit
Agreement. Except as amended by the Amendment and as previously
amended prior to the date of the Amendment, the Credit Agreement
remains in full force and effect as originally executed.

Item 5.07 Submission of Matters to a
Vote of Security Holders.

The Company held its 2017 Annual Meeting of Stockholders (the
Annual Meeting) on May4, 2017 in Houston, Texas, for the
following purposes: (1)to elect three ClassI directors to serve
on the Companys Board of Directors with a term of office expiring
at the 2020 Annual Meeting of Stockholders; and (2)to ratify the
appointment of PricewaterhouseCoopers, LLP (PwC) as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017. Each of these items is more fully
described in the Companys proxy statement filed with the
Securities and Exchange Commission on April6, 2017.

At the close of business on March15, 2017, the record date for
the Annual Meeting, 171,834,605 shares of the Companys common
stock were outstanding and entitled to vote at the Annual
Meeting.

Proposal 1 Election of Directors

Each of the three nominees for ClassI director was duly elected
by the Companys stockholders, with votes as follows:

Proposal 2 Ratification of Appointment of Independent
Auditors

The appointment of PwC as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017 was ratified by the Companys stockholders, with votes as
follows:

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 up +0.01 at 16.37 with 1,460,901 shares trading hands.