HOUSTON and DALLAS, Oct. 3, 2012 (GLOBE NEWSWIRE) -- Armada Oil, Inc. (OTCBB:AOIL) (" Armada Oil") and Mesa Energy Holdings, Inc. (OTCBB:MSEH) (" Mesa Energy") announced today that they have entered into a non-binding Letter of Intent to pursue a business combination. The closing of the business combination is subject to further due diligence, negotiation and execution of definitive agreements, as well as necessary consents and approvals. The Board of Directors of both Armada Oil and Mesa Energy have unanimously approved the key terms of the proposed transaction and have authorized their respective management to pursue the transaction.
- It would bring together a sound, proven management team with both operational and public company experience;
- Strong conventional, producing assets would provide cash flow and an underlying value to combined shareholders;
- A low-cost entry into the Niobrara play with multiple underlying conventional prospects would leverage the combined company to significant upside;
- The combined company would also have an attractive foothold in the Mississippi Lime play in Oklahoma; and
- The combined company would have critical mass to help raise capital efficiently, facilitate liquidity and spur rapid growth, thereby creating a solid platform to recognize value for shareholders.
- Executive management will consist of three senior management members from Mesa Energy (Mr. Randy M. Griffin, Chief Executive Officer; Mr. Ray L. Unruh, Chief Operating Officer; and Ms. Rachel L. Dillard, Chief Financial Officer) and one senior management member from Armada Oil (Mr. James J. Cerna, Jr., President).
- The new Board of Directors will consist of five legacy directors: Mr. Randy M. Griffin (Chairman), Mr. Ray L. Unruh, Mr. James J. Cerna, Jr., Mr. David J. Moss, Mr. Kenneth T. Hern, and two additional independent members to be mutually agreed on and selected.
- It is anticipated that following the closing of the merger Armada Oil will conduct a reverse stock split to the extent necessary to facilitate the listing of Armada Oil's common shares on a national exchange such as the NYSE MKT (formerly the NYSE-AMEX).