Item 1.01 Entry into a material definitive agreement

On March 1, 2013, Synergy Resources Corporation ("Synergy") entered into an Exploration Agreement (the "Agreement") with Vecta Oil and Gas, Ltd., a Texas limited partnership ("Vecta"), relating to certain oil and gas properties located in the Denver-Julesberg Basin, Colorado. Pursuant to the provisions of the Agreement, at closing:

o Greenhorn Project Area Leasehold (91,837 gross and 43,757 net acres) - Synergy and Vecta shall exchange 6,977 net acres, more or less, in certain oil and gas leases located in Morgan and Weld Counties, Colorado, and Synergy shall acquire an additional 4,580 net acres from Vecta, more or less, in certain oil and gas leases located in Morgan and Weld Counties, Colorado. Following such exchange and acquisition, Synergy shall own an undivided 35% interest and Vecta shall own an undivided 65% interest in and to the 43,757 net acres, more or less, comprising the Greenhorn Project Area leasehold.

o Wattenberg Extension Area Leasehold (2,758 gross and 2,023 net acres)
- Vecta shall convey to Synergy 65% of its right, title and interest in and to certain oil and gas leases covering 2,023 net acres, more or less, in Weld County, Colorado, such acreage comprising the Wattenberg Extension Area leasehold.

o State of Colorado Leasehold (960 gross and 960 net acres) - Vecta shall convey to Synergy 30% of its right, title and interest in and to certain oil and gas leases from the Board of Land Commissioners of the State of Colorado covering 960 net acres, more or less, in Weld County, Colorado, such acreage comprising the State of Colorado joint interest leasehold. Following such exchange and acquisition, Synergy shall own an undivided 65% interest and Vecta shall own an undivided 35% interest in and to such leasehold acreage.

o Supplemental Greenhorn Project Area Leasehold (9,838 gross and 1,904 net acres) - Vecta shall convey to Synergy 35% of its right, title and interest in and to certain oil and gas leases covering 1,904 net acres, more or less, in Morgan and Weld Counties, Colorado, such acreage comprising supplemental Greenhorn Project Area leasehold.

o Synergy will pay to Vecta a leasehold reimbursement fee consisting of a cash payment of $2,841,855 and the issuance to Vecta of 100,000 shares of its restricted common stock having a value, for purposes of the Agreement, of approximately $640,000.

The closing of the Agreement is subject to the review of title to the oil and gas leases and the satisfaction of other conditions customary to a transaction of this nature. In total, the Agreement covers approximately 101,675 gross (45,661 net) acres in which Synergy will hold a 35% interest and approximately 3,718 gross (2,983 net) acres in which Synergy will hold a 65% interest. Subject to certain exceptions, it is the intention of the parties that

the oil and gas leases under the Agreement be delivered with an 80% net revenue interest, and each party shall reserve an overriding royalty interest, subject to proportionate reduction, equal to the difference between existing burdens and 20%; provided, however, no such overriding royalty interest shall be reserved with respect to any state or federal oil and leases or any of the oil and gas leases relating to the supplemental Greenhorn Project Area leasehold.

Should the Agreement with Vecta close, Synergy and Vecta will work together to (a) acquire new proprietary seismic data across a portion of the oil and gas leases which are the subject of the Agreement; (b) drill a horizontal well on one of the leases to evaluate either the Greenhorn Shale or Niobrara Shale; and
(c) conduct other exploration projects in the area covered by the leases as may be mutually agreed upon. The Agreement contemplates the drilling of an initial well to test the Greenhorn formation on or before October 31, 2013.

The Agreement names Synergy as the operator for all wells to be drilled, pursuant to the terms and conditions of a joint operating agreement. The Agreement establishes an area of mutual interest covering certain lands in in Morgan and Weld Counties, Colorado, and contains certain other provisions customary to exploration agreements.