GULFPORT ENERGY CORPORATION (NASDAQ:GPOR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

The information set forth in Item2.01 below with respect to the
Purchase Agreement, as amended, and the Registration Rights
Agreement, in each case, as defined in Item2.01, is incorporated
by reference into this Item1.01.

On February17, 2017, Gulfport Energy Corporation (the Company),
through its wholly-owned subsidiary SCOOP Acquisition Company,
LLC (SCOOP), completed its acquisition (the Acquisition) of
certain assets (the Assets) from Vitruvian II Woodford, LLC, an
unrelated third-party seller (the Seller), under its previously
reported Purchase and Sale Agreement (the Purchase Agreement) by
and among the Seller, the Company and SCOOP, dated as of
December13, 2016, as amended and supplemented by that certain
Closing Agreement and Amendment, dated as of February17, 2017, by
and among the Seller, the Company and SCOOP. The aggregate
consideration for the Acquisition was approximately $1.85
billion, consisting of $1.35 billion in cash, subject to certain
adjustments, and approximately 23.9million shares of the Companys
common stock (of which approximately 5.3million shares are
subject to the indemnity escrow (the Private Shares and the
issuance of such shares, the Stock Issuance). The Company funded
the cash portion of the purchase price for the Acquisition with
the net proceeds from its previously reported December 2016
common stock and notes offerings and cash on hand.

The material terms of the Purchase Agreement and a description of
the Assets were reported under the heading Purchase Agreement in
Item1.01 of the Companys Current Report on Form 8-K filed with
the SEC on December15, 2016 and are incorporated herein by
reference.

In connection with the closing of the Acquisition, the Company
entered into a registration rights agreement (the Registration
Rights Agreement) with the Seller, to which the Company agreed to
file a shelf registration statement (to the extent not previously
filed), and use its reasonable best efforts to cause such shelf
registration statement to become effective no later than the 60th
day after the effective date of the Registration Rights
Agreement, with respect to the registration under the Securities
Act of 1933, as amended (the Securities Act) of the resale of the
Private Shares and any shares of common stock of the Company that
may be issued or distributed in respect of such Private Shares
upon certain events (collectively, the Registrable Securities).
to the Registration Rights Agreement, the Company has also agreed
to provide certain demand and piggyback registration rights to
the Seller. The Registration Rights Agreement contains certain
other customary terms and conditions for a transaction of this
type. The foregoing description of the Registration Rights
Agreement is a summary only and is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which
is filed herewith as Exhibit 4.1 and is incorporated herein by
reference.

The information set forth in Item2.01 above regarding the Stock
Issuance is incorporated by reference into this Item3.02. The
shares of the Companys common stock issued to the Seller in the
Acquisition were issued in reliance upon the exemption from the
registration requirements provided by Section4(a)(2) of the
Securities Act, as sales by an issuer not involving any public
offering.

The information set forth in Item2.01 above regarding the
Registration Rights Agreement is incorporated by reference into
this Item3.03.

Information required by this Item9.01(a) was previously filed by
the Company in its Current Report on Form 8-K, filed with the SEC
on December15, 2016.

Information required by this Item9.01(b) was previously filed by
the Company in its Current Report on Form 8-K, filed with the SEC
on December15, 2016.

About GULFPORT ENERGY CORPORATION (NASDAQ:GPOR)

Gulfport Energy Corporation (Gulfport) is an independent oil and natural gas exploration and production company focused on the exploration, exploitation, acquisition and production of natural gas, natural gas liquids and crude oil in the United States. The Company has an oil and natural gas portfolio of proved reserves, as well as development and exploratory drilling opportunities on conventional and unconventional oil and natural gas prospects. The Company’s principal properties are located in the Utica Shale primarily in Eastern Ohio and along the Louisiana Gulf Coast in the West Cote Blanche Bay (WCBB), and Hackberry fields. In addition, the Company has interest in producing properties in the Niobrara Formation of Northwestern Colorado and the Bakken Formation. The Company also holds an acreage position in the Alberta oil sands in Canada through its interest in Grizzly Oil Sands ULC (Grizzly), and interests in an entity that operates in the Phu Horm gas field in Thailand.

GULFPORT ENERGY CORPORATION (NASDAQ:GPOR) Recent Trading Information

GULFPORT ENERGY CORPORATION (NASDAQ:GPOR) closed its last trading session down -0.52 at 18.12 with 3,869,013 shares trading hands.