HYPERDYNAMICS CORPORATION (NASDAQ:HDYN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On December31, 2016, Hyperdynamics Corporation (the Company)
entered into a Settlement Agreement (the Settlement Agreement)
with Iroquois Master Fund Ltd., Hudson Bay Master Fund Ltd.,
Kingsbrook Opportunities Master Fund LP, and Parkfield Funding,
LLC (collectively, the Investors) in connection with an action
(the Action) filed by the Investors, Cranshire Capital Master
Fund,Ltd. and Freestone Advantage Partners II, LP (collectively,
the Plaintiffs) against the Company in the Supreme Court of the
State of New York, County of New York (the Court) on May9, 2012.
The Action pertains to that certain Securities Purchase
Agreement, dated as of January30, 2012 (the SPA), to which the
Plaintiffs invested $30 million in the Company in exchange for 10
million shares of the Companys common stock and warrants to buy
an additional 10 million shares of the Companys common stock.

The Settlement Agreement contemplates: (i)the payment by the
Company to the Investors in the sum of $1.35 million in cash to
be made no later than January16, 2017, which is expected to be
covered under the Companys director and officer insurance policy;
and (ii)the issuance of a total of 600,000 common shares of the
Company (the Settlement Shares) to the Investors, which Investors
expressly agree not to sell, transfer, or assign before April1,
2017. The issuance of the Settlement Shares is expected to be
exempt from registration to Section3(a)(10)of the Securities Act
of 1933, as amended (the Securities Act), and is subject to prior
approval by the Court upon finding that the terms and conditions
of the exchange are fair to the Investors.

If the Court does not approve the issuance of the Settlement
Shares in accordance with Section3(a)(10), the Settlement Shares
will be issued to the Investors as restricted shares and the
Company will be obligated to file a resale registration statement
with the Securities and Exchange Commission (the SEC) under the
Securities Act with such registration statement, subject to
certain exceptions, to become effective on or before April1,
2017. Furthermore, the Settlement Agreement grants the Settlement
Shares with certain piggyback registration rights in the event of
an underwritten offering of the common stock by the Company for
cash. The parties also agreed to mutually release each other
against all claims relating to the Action.

On January5, 2017, the Company and the Investors filed with the
Court a Stipulation of Discontinuance and Dismissal with
Prejudice (the Stipulation), to which the Action was dismissed
with prejudice.

The foregoing description of the Settlement Agreement and the
Stipulation is qualified in its entirety by the full text of the
Settlement Agreement and the Stipulation, copies of which will be
filed with the SEC as exhibits to the Companys Quarterly Report
on Form10-Q for the quarterly period ending December31, 2016.

The Press Release regarding the above matters is filed as
Exhibit99.1 to this Current Report.

Item 3.02 Unregistered Sales of Equity
Securities.

The information set forth in Item 1.01 above is incorporated by
reference into this Item 3.02.

The Settlement Shares to be issued to the terms of the Settlement
Agreement are subject to the entry of a final order of approval
by the Court, and are expected to be issued in reliance on the
exemption from registration in Section3(a)(10)of the Securities
Act.