Armada Oil, Inc. and Mesa Energy Holdings, Inc. have entered into a definitive asset purchase agreement and plan of reorganization pursuant to which Armada Oil will acquire substantially all of the assets of Mesa Energy and in return assume the liabilities of Mesa Energy specified in the purchase agreement and issue and distribute, in connection with Mesa Energy's contemplated plan of dissolution and liquidation, 0.40 shares of its common stock to the stockholders of Mesa Energy for each Mesa Energy common share owned by such stockholder as of the closing of the transaction (collectively, the 'Proposed Transaction'). The Proposed Transaction is intended to qualify as a 'reorganization' within the meaning of Section 368(a)(1)(C) of the Code and to constitute a 'plan of reorganization' within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.

On October 3rd, 2012, Armada Oil and Mesa Energy announced their execution of a non-binding letter of intent to pursue a possible business combination, with a share distribution ratio of 0.325 shares of Armada Oil common stock for each Mesa Energy common share. The distribution ratio increased from 0.325 to 0.40 shares of Armada Oil common stock for every share of Mesa Energy due to further due diligence by and negotiations between the companies.

Tags: Armada Oil, Mesa Energy