AMENDMENT NO. 1 AND REAFFIRMATIONAnd Reaffirmation • August 8th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This Amendment No. 1 and Reaffirmation (this “Amendment”) is made as of June 7, 2012 by and among EMERALD WB LLC, EMERALD GRB LLC, EMERALD OIL INC., and HARTZ ENERGY CAPITAL, LLC. Reference is made to that certain Credit Agreement dated as of February 21, 2012 among the aforementioned parties (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement. The parties hereto hereby agree as follows:
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSUnaudited Pro Forma Condensed Combined Financial Statements • August 8th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas
On July 9, 2012, Voyager Oil and Gas, Inc. (“Voyager”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Emerald Oil & Gas NL (the “Parent”) and Emerald Oil, Inc., a wholly owned subsidiary of the Parent (“Emerald”). The Purchase Agreement provided that, upon the terms and subject to the conditions therein, Voyager purchase all of the outstanding capital stock of Emerald for 19.9% of the total shares of Voyager common stock outstanding as of the closing date, subject to customary adjustments, including adjustments for title defects and environmental matters, as provided in the Purchase Agreement, and will maintain Emerald’s liabilities, including approximately $20.2 million in debt owed by Emerald (the “Transaction”). On July 26, 2012, Voyager completed the Transaction and issued to Parent 11,635,217 shares of Voyager common stock of which 500,000 shares of Voyager common stock are held in escrow pending the resolution of certain title defect matters.
CREDIT AGREEMENTCredit Agreement • August 8th, 2012 • Voyager Oil & Gas, Inc. • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of February 21, 2012, among EMERALD WB LLC, EMERALD GRB LLC, EMERALD OIL AND GAS USA HOLDINGS INC. and HARTZ ENERGY CAPITAL, LLC. The parties hereto hereby agree as follows:
