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EOX > SEC Filings for EOX > Form 8-K on 10-Jan-2014All Recent SEC Filings

Show all filings for EMERALD OIL, INC.

Form 8-K for EMERALD OIL, INC.


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On January 9, 2014, Emerald Oil, Inc. (the "Company") and one of its wholly owned subsidiaries entered into a purchase and sale agreement (the "Purchase Agreement") with Kodiak Oil & Gas (USA) Inc. (the "Seller"), pursuant to which the Company agreed to acquire Seller's right, title and interest in certain oil and gas properties and assets located in Williams and McKenzie Counties, North Dakota, including operated working interests in approximately 19,500 net acres in the Williston Basin, for approximately $68.3 million in cash. Net daily production from the acreage is approximately 350 barrels of oil equivalent per day as of December 1, 2013. The purchase price is subject to customary adjustments and other closing conditions typical for a transaction of this type, including downward adjustments for title and environmental defects under certain circumstances.

The Purchase Agreement contains customary representations, warranties, covenants and indemnities by the parties thereto, and the closing of the transaction contemplated by the Purchase Agreement is subject to the satisfaction of certain customary closing conditions as described therein. The effective date of the transaction is January 1, 2014, and the Company expects to close the acquisition on or about February 13, 2014.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit No. Description of Exhibit

2.1 Purchase and Sale Agreement, dated January 9, 2014, by and among Kodiak Oil & Gas (USA) Inc., Emerald Oil, Inc. and Emerald WB LLC.

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