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Mesa Energy Holdings, Inc. Announces The Filing Of A Definitive Proxy Statement

Mesa Energy Holdings, Inc. (“Mesa”) (OTCBB: MSEH), an oil and gas exploration and production company, announced today that the definitive Proxy Statement relating to the sale of substantially all of Mesa’s assets to Armada Oil, Inc. (OTCBB: AOIL) (“Armada Oil”) in the proposed combination of Mesa's and Armada Oil's business, has been filed with the Securities and Exchange Commission and is currently being disseminated to Mesa’s stockholders of record as of November 23, 2012.

The definitive Proxy Statement contains, among other things, information relating to Mesa’s proposed sale to Armada Oil of 100% of the issued and outstanding shares of Mesa Energy, Inc. (“MEI”), a wholly owned subsidiary of Mesa, which shares constitute substantially all of the assets of Mesa (the “Acquisition”). Pursuant to the Asset Purchase Agreement and Plan of Reorganization, following receipt by Mesa of consent from a majority of its stockholders, Armada Oil and Mesa will close the Acquisition and Armada Oil will issue and distribute, as consideration for the Acquisition, 0.40 shares of its common stock to the stockholders of Mesa for each Mesa common share owned by such stockholders as of the close of business the day before the closing of the Acquisition.

Mesa’s stockholders as of the record date are entitled to vote their shares. The consent of a majority of outstanding Mesa common stock is required to approve the Acquisition. Stockholders may consent or withhold their consent electronically or by mail, by marking, signing, dating and mailing the proxy cards or voting electronically in accordance with the instructions set forth on the proxy card. The Company expects to receive the required number of consents to approve the Acquisition and, subject to the receipt of that vote, anticipates closing the transaction prior to the end of March 2013.

“Our Board has unanimously recommended this transaction and we encourage our shareholders to respond to the consent request as soon as possible. We believe the business combination with Armada Oil will result in a combined company with much greater critical mass, the opportunity for listing on a national exchange and enhanced opportunities for growth in shareholder value,” Randy M. Griffin, Chairman and Chief Executive Officer of Mesa commented. “As designated Chairman and Chief Executive Officer of Armada Oil following the closing of the transaction, I intend to do all I can to grow the combined company into a significant independent oil and gas producer.”

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