SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
November 30, 2012
Date of Report (Date of earliest event reported)
Armada Oil, Inc.
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
10777 Westheimer Rd.
Houston, Texas 77042
(Address of principal executive offices)
(Registrant’s telephone number, including
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
As previously reported, on November 14,
2012, Armada Oil, Inc. (“Armada”), Mesa Energy Holdings, Inc. (“Mesa”) and Mesa Energy, Inc.
(“MEI”), a Nevada corporation and a wholly owned subsidiary of Mesa constituting substantially all of the assets
of Mesa, entered into an asset purchase agreement and plan of reorganization (the “Acquisition Agreement”),
pursuant to which Armada will purchase from Mesa 100% of the issued and outstanding shares of MEI (the “Acquisition”).
Immediately prior to the completion of the Acquisition, Mesa will assign to MEI, and MEI will assume, all of the other assets and
liabilities of Mesa (the “Assignment and Assumption”). Upon completion of the Acquisition, MEI and its subsidiaries
will become directly or indirectly wholly owned subsidiaries of Armada, and Mesa will file a certificate of dissolution with the
State of Delaware to liquidate and dissolve, and its corporate existence will then cease.
Armada and Mesa
have prepared a Proposed Business Combination Overview (the “Presentation”), which they intend to distribute
to certain of their respective security holders and other persons and to post on their respective websites. A copy of the Presentation
is furnished as Exhibit 99.1. As provided in General Instruction B.2 to Form 8-K, the information furnished
in Exhibit 99.1 of this Current Report on Form 8-K (this “Report”) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 8.01 Other Events
To the extent required, the information
included in Item 7.01 of this Report is incorporated into this Item 8.01.
Additional Information about the Acquisition
and Where to Find It
Armada and Mesa have filed with the United
States Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Form
S-4”) covering securities to be issued in the Acquisition, which has not yet become effective, containing a preliminary
prospectus of Armada and proxy statement of Mesa. It is expected that Mesa shareholders will receive a definitive proxy statement
in connection with the solicitation of written consents to the proposed transaction. A copy of the definitive Acquisition Agreement
has been filed by Mesa with its Current Report on Form 8-K filed with the SEC on November 20, 2012, and as part of the prospectus/proxy
statement included in the Form S-4 filed by Armada on November 29, 2012. Armada is not soliciting the consent of its stockholders
with respect to the Acquisition Agreement and the transactions contemplated thereby. For additional information regarding the
Acquisition Agreement and the transactions contemplated thereby, Armada’s stockholders are urged to read the definitive prospectus/proxy
statement, including any amendment thereto, and related documents Armada may file when they become available because they will
contain important information. When these documents are filed, they will be available for free at the SEC’s website, www.sec.gov.
Additional information on how to obtain these documents from Armada will be made available to stockholders in the definitive prospectus/proxy
statement. Such documents are not currently available.
Participants in Solicitation of Proxies
Armada and Mesa and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from Mesa’s shareholders in connection
with the proposed Acquisition. Information about the directors and executive officers of Armada and Mesa and information about
other persons who may be deemed participants in this solicitation will be included in the prospectus/proxy statement. Information
about Armada’s executive officers and directors can be found in Armada’s Annual Report on Form 10-K filed with the
SEC on June 27, 2012. Information about Mesa’s executive officers and directors can be found in Mesa’s Annual Report
on Form 10-K filed with the SEC on April 13, 2012. Additionally, information about each of Armada’s and Mesa’s executive
officers and directors who are expected to remain as executive officers and/or directors of Armada upon completion of the Acquisition
can be found in the Form S-4 filed by Armada on November 29, 2012.
This Report and its exhibit contain forward-looking
statements, including with respect to the negotiation, implementation and effects of a proposed business combination between Mesa
and Armada that may result from the non-binding term sheet. Those statements and statements made in this release that are not historical
in nature, including those related to future synergies, competitive advantages and profitability, constitute forward-looking statements.
Forward-looking statements can be identified by the use of words such as “expects,” “projects,” “plans,”
“will,” “may,” “anticipates,” believes,” “should,” “intends,”
“estimates,” and other words of similar meaning. These statements are based on current plans, estimates and projections,
and, therefore, you should not place undue reliance on them. These statements are subject to risks and uncertainties that cannot
be predicted or quantified, and Mesa’s or Armada’s actual results may differ materially from those expressed or implied
by such forward-looking statements. These statements are subject to the risks and uncertainties, including: difficulties, delays
or unexpected costs with respect to, or the inability to consummate, the proposed business combination and other transactions referred
to in this Report and its exhibit, risks associated with the inherent uncertainty of Mesa’s and Armada’s future financial
results, Mesa’s or Armada’s ability to locate and acquire suitable interests in oil and gas properties on terms acceptable
to them and to integrate and successfully exploit any resulting acquisitions, the availability and pricing of additional capital
to finance their respective operations and leasehold acquisitions, their respective ability to build and maintain successful operations
infrastructures, the intensity of competition, changes and volatility in energy prices, general economic conditions and the other
risk factors described in the documents we file with the SEC. All forward-looking statements included in this Report and its exhibit
are made as of the date of this Report, and neither Mesa nor Armada assumes any obligation to update any such forward-looking statements.
No Offer or Solicitation to Sell
This Report and its exhibit shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act.
Item 9.01 Financial Statements and
Combination Overview dated November 30, 2012|
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized
on November 30, 2012.
Armada Oil, Inc.
By: /s/ James J. Cerna, Jr.
James J. Cerna, Jr.
President and Chief Executive Officer