Entry into a Material Definitive Agreement.

On June 13, 2017, Petro River Oil Corp. (the Company) entered
into a Securities Purchase Agreement (Purchase Agreement) with
Petro Exploration Funding, LLC (Funding Corp.), to which the
Company issued to Funding Corp. a senior secured promissory note
to finance the Companys working capital requirements (the Note
Financing), in the principal amount of $2.0 million (Secured
Note). As additional consideration for the Note Financing, the
Company issued to Funding Corp. (i) a warrant to purchase 840,336
shares of the Companys common stock, $0.00001 par value (Common
Stock) (Warrant), and (ii) an overriding royalty interest equal
to 2% in all production from the Companys interest in the
concessions located in Osage County, Oklahoma, currently held by
Spyglass Energy Group, LLC, an indirect subsidiary of the Company
(Spyglass), to an Assignment of Overriding Royalty Interests (the
Assignment).

The Secured Note accrues interest at a rate of 10% per annum, and
matures on June 30, 2020. To secure the repayment of all amounts
due under the terms of the Secured Note, the Company entered into
a Security Agreement, to which the Company granted to Funding
Corp. a security interest in all assets of the Company. The first
interest payment will be due on June 1, 2018 and each six month
anniversary thereof until the outstanding principal balance of
the Secured Note is paid in full.

The Warrant is exercisable immediately upon issuance, for an
exercise price per share equal to $2.38 per share, and shall
terminate, if not previously exercised, three years from the date
of issuance.

Scot Cohen, a member of the Companys Board of Directors and a
substantial stockholder of the Company, owns or controls 31.25%
of Funding Corp.

See Item 2.03 above.

Disclaimer

The foregoing descriptions of the Purchase Agreement, Warrant,
Security Agreement, Assignment and Promissory Note do not purport
to be complete, and are qualified in their entirety by reference
to the full text of the form of Purchase Agreement, form of
Warrant, form of Security Agreement and form of Promissory Note
attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5
respectively, each of which are incorporated by reference herein.

See Exhibit Index.

EXHIBIT INDEX

Exhibit Number		Description
10.1		Form of Securities Purchase Agreement
10.2		Form of Warrant
10.3		Form of Security Agreement
10.4		Form of Assignment of Overriding Royalty Interests
10.5		Form of Promissory Note