Notice Of Delisting Of Failure To Satisfy A Continued Listing
Rule Or Standard; Transfer Of Listing.

On December 27, 2016, PEDEVCO Corp. (the Company) received notice
from the NYSE MKT LLC (the Exchange) that the Company is not in
compliance with Section 1003(a)(iii) of the NYSE MKT Company
Guide (Company Guide) since it reported stockholders equity of
less than $6,000,000 at September 30, 2016 and has incurred net
losses in its five most recent fiscal years ended December 31,
2015.

Receipt of the letter does not have any immediate effect upon the
listing of the Companys common stock, provided that in order to
maintain its listing on the Exchange, the Exchange has requested
that the Company submit a plan of compliance (the Plan) by
January 27, 2017 addressing how the Company intends to regain
compliance with Section 1003(a)(iii) of the Company Guide by June
27, 2018.

As of the date hereof, the Companys management has determined to
submit a Plan to the Exchange by the January 27, 2017 deadline.If
the Exchange accepts the Companys Plan, the Company will be able
to continue its listing during the plan period and will be
subject to continued periodic review by the Exchange staff.If the
Plan is not accepted, and the Company is unable to regain
compliance with the continued listing standards by June 27, 2018,
or the Plan is accepted but the Company does not make progress
consistent with the Plan during the plan period, the Company will
be subject to delisting procedures as set forth in the Company
Guide. The Company may then appeal such a determination by the
staff of the Exchange in accordance with the provisions of the
Company Guide. There can be no assurance that the Company will be
able to achieve compliance with the Exchanges continued listing
standards within the required time frame. Until the Company
regains compliance with the Exchanges listing standards, a .BC
indicator will be affixed to the Companys trading symbolto denote
non-compliance with the Exchanges continued listing standards;
provided that as disclosed in the Current Report on Form 8-K
filed by the Company on November 9, 2016, a .BC indicator is
already affixed to the Companys trading symbol due to the fact
that the Company is not in compliance with Section 1003(f)(v) of
the Company Guide.

At the Annual Meeting of Stockholders of the Company held on
December 28, 2016 (the Annual Meeting), the stockholders of the
Company appointed Frank C. Ingriselli, Elizabeth P. Smith, David
Z. Steinberg and Adam McAfee as members of the Board of
Directors. Mr. McAfee was appointed as a member of the Board of
Directors to fill the vacancy left by departing director, David
C. Crikelair, who did not stand for reelection at the Annual
Meeting (Mr. Crikelair previously served as the Chairman of the
Audit Committee and as a member of the Compensation Committee and
Nominating and Corporate Governance Committee). At the time of
appointment, the Board of Directors made the affirmative
determination that Mr. McAfee was independent to applicable NYSE
MKT rules and regulations and as defined under Rule 10A-3 of the
Securities Exchange Act of 1934, as amended (the Exchange Act).
Effective upon his appointment to the Board of Directors on
December 28, 2016, Mr. McAfee was also appointed to serve on the
Compensation Committee, Nominating and Corporate Governance
Committee, and Audit Committee of the Companys Board of
Directors, replacing Mr. Crikelair who previously served on each
committee, with Mr. McAfee replacing Mr. Crikelair as Chairman of
the Audit Committee and as the audit committee financial expert
as defined under Item 407(d)(5) of Regulation S-K of the
Securities Exchange Act.

to the Companys Board of Directors compensation program (the
Board Compensation Program), Mr. McAfee shall receive a quarterly
cash payment of $5,000, and on December 28, 2016 he received a
grant of 545,455 restricted shares of Company common stock valued
at $60,000 on the date of grant, which shares vest in full on the
date that is one year following the date of grant, subject to Mr.
McAfee continuing to serve as a member of the Board of Directors
on such dateand conditions of a Restricted Shares Grant Agreement
entered into by and between the Company and Mr. McAfee.

Adam McAfee

Mr. McAfee, age 52, has over 30 years of experience as a
financial analyst, controller and executive with leadership roles
in mergers and acquisitions, financial planning and analysis,
project finance, operations, audit and enterprise system
implementations. Since August 2012, Mr. McAfee has served as
Chief Executive Officer of, and between December 2008 and July
2012, Mr. McAfee served as Chief Financial Officer of, Nevo
Energy, Inc., a solar utility and development company. Since
October 2013, Mr. McAfee has served as the Vice President of
Finance of, and between August 2011 and October 2013, Mr. McAfee
served as Controller of, Aemetis, Inc. (NASDAQ: AMTX), a
renewable fuels processing company. Since September 2005, he has
served as Chief Executive Officer and Director of Navitas
Corporation, an energy company, which merged with publicly traded
Pacific Asia Petroleum (PAP) in July 2008 and then as Managing
Director of Navitas Capital LLC, a spin-off company from Navitas
Corporation, managing debt and equity investments in public and
private companies. In 2003 Mr. McAfee founded Park Capital
Management, LLC, a fund that manages assets acquired through PIPE
and private equity investments in technology and renewable energy
companies, which he has served as Managing Director of since
November 2003. Mr. McAfee has served as the Managing General
Partner of Orchard Yield Funds, which funds the investing in
developing organic almonds in the Central Valley of California,
since March 2016 and as the Managing Member of Organic Pastures
Dairy Company, an organic raw milk dairy and creamery since June
1983.

Mr. McAfee spent more than eleven years in significant corporate
finance roles at Apple Computer in the Worldwide Financial
Planning and Analysis, Sales, Research and Development and
Operations divisions. Mr. McAfee currently serves as the
President and Chairman of McAfee Charitable Ventures, a private
non-profit charitable organization, a position he has held since
August 2006. Mr. McAfee is also the Managing Member of the
California and Missouri Registered Investment Advisory Firm,
Tilted Funds Group LLC, a position he has held since 2007.

Mr. McAfee is a Certified Management Accountant. He graduated
with honors from California State University, Fresno with a
Bachelors of Science in business administration and finance, and
earned a Masters of Business Administration from the University
of California, Irvine. He also completed the Harvard Business
School Private Equity and Venture Capital Program. Mr. McAfee has
been a Registered Investment Advisor in California since May 2007
and passed his Series 7 exam in March 1989, Series 63 exam in May
1991, and his Series 65 exam in May 2007.

At the Annual Meeting the stockholders of the Company approved an
amendment to the Companys 2012 Equity Incentive Plan (the Plan)
to increase by 5,000,000 (to 15,000,000), the number of shares of
common stock reserved for issuance under the Plan. The Companys
stockholders approved the Plan in accordance with the voting
results set forth below under Item 5.07. The increase to the Plan
was originally approved by the Board of Directors of the Company
on October 21, 2016, subject to stockholder approval.

The Plan was originally adopted in 2012. The material terms of
the Plan were described in the Companys Proxy Statement under the
caption Proposal 3 Amendment to the PEDEVCO Corp. 2012 Equity
Incentive Plan filed with the SEC on November 8, 2016. The Plan
provides for awards of incentive stock options, non-statutory
stock options, rights to acquire restricted stock, stock
appreciation rights, or SARs, and performance units and
performance shares.Incentive stock options granted under the Plan
are intended to qualify as incentive stock options within the
meaning of Section422 of the Internal Revenue Code of 1986, as
amended (the Code).

The above description of the Plan does not purport to be
complete, and is qualified in its entirety by reference to the
full text of the Plan, which is attached as Exhibit 4.1 to the
Companys Registration Statement on Form S-8 filed with the U.S.
Securities and Exchange Commission on December 28, 2016 and is
incorporated by reference into this Item 5.02.

On December 28, 2016, in accordance with the terms of the
Companys Board Compensation Program, the Company granted 545,455
shares of restricted Company common stock under the Plan to each
member of the Companys Board of Directors Messrs. Ingriselli,
McAfee and Steinberg, and Ms. Smith which shares vest on the date
that is one year following the anniversary date of each directors
appointment to the Companys Board of Directors as a non-employee
director, in each case subject to the recipient of the shares
being a member of the Companys Board of Directors on such vesting
date, and subject to the terms and conditions of a Restricted
Shares Grant Agreement entered into by and between the Company
and the recipient.

In addition, on December 28, 2016, in connection with the
Companys annual compensation review process, the Company granted
restricted stock awards to Messrs. Michael L. Peterson (President
and Chief Executive Officer) and Clark R. Moore (Executive Vice
President, General Counsel and Secretary), of 1,650,000 and
1,050,000 shares, respectively, and options to purchase 600,000
shares of common stock to Gregory Overholtzer (Chief Financial
Officer), which options have an exercise price of $0.11 per share
and expire in five (5) years from the date of grant. The
restricted stock and option awards were granted under the
Companys 2012 Equity Incentive Plan, as amended. The restricted
stock and option awards vest as follows: 50% of the shares on the
six (6) month anniversary of December 28, 2016 (the Grant Date);
(ii) 30% on the twelve (12) month anniversary of the Grant Date;
and (iii) 20% on the eighteen (18) month anniversary of the Grant
Date, in each case subject to the recipient of the shares or
options being an employee of or consultant to the Company on such
vesting date, and subject to the terms and conditions of a
Restricted Shares Grant Agreement or Stock Option Agreement, as
applicable, entered into by and between the Company and the
recipient.

A copy of the form of Restricted Shares Grant Agreement and form
of Stock Option Agreement for the awards granted on December 28,
2016 are attached as Exhibits 4.2 and 4.3, respectively, to the
Companys Registration Statement on Form S-8 filed with the U.S.
Securities and Exchange Commission on October 31, 2013 and are
incorporated by reference into this Item 5.02.

At the Annual Meeting, the stockholders (i) elected four director
nominees, (ii) approved the issuance of more than 19.9% of the
Companys outstanding shares of common stock upon conversion of
principal and accrued interest under an outstanding Convertible
Promissory Note in the principal amount of $4.925 million (the
MIEJ Note), held by MIE Jurassic Energy Corporation (MIEJ), (iii)
approved the amendment to the Plan (described in greater detail
above under Item 5.02), (iv) authorized the Board of Directors of
the Company to effect a reverse stock split of the Companys
outstanding common stock in a ratio of between one-to-two and
one-to-ten, in the Board of Directors sole discretion (the
Reverse Stock Split), (v) approved, on an advisory basis, the
appointment of GBH CPAs, PC, as the Companys independent auditors
for the 2016 fiscal year, and (vi) approved the adjournment of
the Annual Meeting, if necessary or appropriate, to solicit
additional proxies, provided that such adjournment was not
necessary.

A total of 33,318,458 shares were present in person or by proxy
and represented at the Annual Meeting, which shares constituted a
quorum (over 33 1/3% of our outstanding voting shares) based on
49,849,297 shares of common stock and 66,625 shares of Series A
Convertible Preferred Stock entitled to vote at the Annual
Meeting as of the November 8, 2016, the record date for the
Annual Meeting. At the Annual Meeting, the Companys shareholders
voted on the following proposals described in greater detail in
the Companys Definitive Proxy Statement filed on November 8, 2016
with the Securities and Exchange Commission (the Definitive Proxy
Statement), and summarized below. There was no solicitation in
opposition to managements nominees as listed in its proxy
statement and all such nominees were elected to the class of
directors. There were no broker non-votes applicable to the
proposals to come before the Annual Meeting.

The results of the voting for each of the proposals were as
follows:

1. Election of Directors:

	For	Against	Broker Non-Votes
Frank C. Ingriselli	33,215,392	103,066
Adam McAfee	33,213,933	104,525
Elizabeth P. Smith	30,450,983	2,867,475
David Z. Steinberg	33,213,933	104,525

2. To approve the issuance of more than 19.9% of the Companys
outstanding shares of common stock upon conversion of the MIEJ
Note:

For:	28,507,313
Against:	4,704,277
Abstain:	106,868
Broker Non-Votes

3. To approve an amendment to the Companys 2012 Equity Incentive
Plan, to increase by 5,000,000 the number of shares of common
stock reserved for issuance under the plan:

For:	32,987,326
Against:	220,095
Abstain:	111,037
Broker Non-Votes

4. To authorize the Board of Directors of the Company to effect a
reverse stock split of the Companys outstanding common stock in a
ratio of between one-to-two and one-to-ten, in the Board of
Directors sole discretion:

For:	30,313,324
Against:	2,898,356
Abstain:	106,868
Broker Non-Votes

5. Ratification of the appointment of GBH CPAs, PC, as the
Companys independent auditors for the fiscal year ending December
31, 2016:

For:	33,208,387
Against:	5,052
Abstain:	105,019

6. To approve the adjournment of the Annual Meeting, if necessary
or appropriate:

For:	30,458,497
Against:	2,753,372
Abstain:	106,589

As such, each of the four (4) director nominees were duly
appointed to the Board of Directors by a plurality of the votes
cast (and Mr. Steinberg, the Series A Preferred Stock nominee was
further appointed by the Series A Preferred Stock holder)(there
was no solicitation in opposition to managements nominees as
listed in its proxy statement), each to serve a term of one year
and until their respective successors have been elected and
qualified, or until their earlier resignation or removal, and
proposals 2 through 4 and proposal 6 were separately approved and
ratified by the affirmative vote of a majority of the shares
present in person or represented by proxy at the Annual Meeting
and entitled to vote on, and who voted for, against, or expressly
abstained with respect to, each such proposal. Proposal 5 was
approved by the affirmative vote of a majority of the shares of
common stock and shares of Series A Convertible Preferred Stock
entitled to vote at the Annual Meeting.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on December 30, 2016,
announcing the results of the Companys Annual Meeting, and that
it had received notice from the Exchange indicating that it does
not satisfy the continued listing standards of the Exchange. A
copy of the press release is furnished herewith as Exhibit 99.1
and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the
information presented herein under Item 7.01 and set forth in the
attached Exhibit 99.1 is deemed to be furnished and shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information and
Exhibit be deemed incorporated by reference into any filing under
the Securities Act of 1933 or the Securities Exchange Act of
1934, each as amended.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		PEDEVCO Corp. Amended and Restated 2012 Equity Incentive Plan (1)
4.2		PEDEVCO Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant Agreement (2)
4.3		PEDEVCO Corp. 2012 Equity Incentive Plan Form of Stock Option Agreement (2)
99.1*		Press Release dated December 30, 2016

*Furnished herewith.

(1) Filed on December 28, 2016, as an exhibit to the Companys
Registration on Form S-8 and incorporated herein by reference
(File No. 333-215349).

(2) Filed on October 31, 2013, as an exhibit to the Companys
Registration on Form S-8 and incorporated herein by reference
(File No. 333-192002).