UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~October~~November 1624, 2014

Armada Oil, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-55128	98-0195748
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

5220 Spring Valley Road

Suite 615

Dallas, TX 75254

(Address of principal executive offices, including zip code)

(972) 490-9595

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.01 ~~Entry~~ ~~into~~Completion aof ~~Material~~Acquisition ~~Definitive~~or ~~Agreement~~Disposition of Assets.

On ~~October~~December 16, ~~2014~~2013, ~~Armada~~our ~~Oil~~wholly owned subsidiary, Mesa Energy, Inc. (~~the~~ “~~Company,~~MEI” ~~“we~~),” ~~“us”~~formed orTNR Holdings, LLC (“~~our~~TNRH”), ~~entered into~~ a ~~purchase~~Delaware ~~and~~limited ~~sale~~liability ~~agreement with Tabbs Bay Energy~~company, ~~LP,~~as a ~~Texas~~wholly ~~limited~~owned ~~partnership,~~subsidiary ~~pursuant to which we will purchase from the seller its interests in,~~ and ~~assume~~contributed ~~certain of~~ its ~~obligations~~member’s ~~under,~~capital ~~eight oil and gas leases covering approximately 576 acres~~ in ~~Harris~~Tchefuncte ~~County,~~Natural ~~Texas~~Resources, ~~with~~LLC ~~total~~and ~~current~~Mesa ~~production~~Gulf ~~of approximately 190 net barrels of oil per day. We will pay the seller $16~~Coast,~~350,000~~ inLLC ~~cash for the leases, subject~~ to ~~adjustment as follows: if the closing price of light sweet crude oil (WTI) for January 2015 futures on the business day prior to the closing date is equal to or greater than $84~~TNRH.75 From ~~per~~December ~~barrel~~20, ~~then~~2013 ~~the~~to ~~base~~June ~~purchase price will increase by $120~~16,~~000,~~ ~~and then an additional $120~~2014,~~000~~ ~~increase~~the ~~for~~Company ~~each~~sold $172.00876% ~~increase~~of ~~above~~its ~~$84.75~~interest in ~~such~~TNRH ~~oil price. If such oil price on the business day prior~~ to ~~the~~Gulfstar ~~closing date is less than $76.74 per barrel~~Resources, ~~then~~LLC, ~~unless~~(“Gulfstar”). ~~the~~The ~~parties,~~Company insold ~~their~~its ~~sole~~remaining ~~discretion,~~27.124% ~~agree~~interest ~~on a purchase price, we may terminate the agreement, and the performance deposit described~~ in ~~the~~TNRH ~~next sentence will be returned~~ to ~~us. We~~Gulfstar ~~have~~on ~~paid~~November ~~a non-refundable $100~~26,~~000~~ ~~performance deposit to assure our performance of our obligations under the agreement~~2014. AtThis ~~closing,~~sale ~~the~~consisted ~~performance deposit will be credited against the payment~~ of ~~the~~8,152 ~~purchase~~Class ~~price. The~~B ~~agreement~~interests ~~also~~in ~~contains~~TNRH at a ~~mechanism for adjustment of the~~ purchase price ~~in the event~~ of ~~discovery~~$614.88 ofper ~~certain~~Class ~~title~~B ~~defects or benefits~~Unit, ~~as well as~~ for ~~any~~an ~~casualty~~aggregate ~~losses~~amount ~~prior~~of ~~to closing, and for failure to receive certain third-party consents. The closing must occur by November 14, 2014, unless both parties agree to extend, or we pay an additional~~ $~~100~~5,~~000 performance deposit to extend that date to December 12~~012, ~~2014~~473. If weThe ~~fail~~Company tono ~~close~~longer ~~for~~has any ~~reason,~~interest ~~including~~in ~~our~~TNRH ~~failure~~or toits ~~obtain adequate financing~~assets, ~~other~~consisting ~~than failure~~ of ~~the~~five ~~seller~~fields tolocated ~~satisfy~~in ~~specified~~South ~~conditions to our obligation to close, the seller will retain the performance deposit as agreed liquidated damages~~Louisiana. The agreement contains certain indemnification and other customary provisions as well as certain due diligence and other conditions to closing, and there can be no assurance that those conditions will be satisfied.

WeItem will acquire 100% of the leasehold working interest from the surface to 50’ below the stratigraphic equivalent of the base of the Massive Frio Sand, as seen at a depth of 6,835’ in the log of the Gulf Oil Corporation Texas State Well No2.04 1Triggering ~~(API~~Events ~~No.~~That ~~4220107781)~~Accelerate inor ~~the~~Increase lands covered by the leases, subject to royalties, overriding royalties and other expense-free burdens on production that do not exceed 20% of 8/8ths, such that the net revenue interest in the leases conveyed to us will not be less than 80%. We will also acquire a ~~25%~~Direct ~~working~~Financial ~~interest~~Obligation inor ~~all~~an ~~depths~~Obligation ~~50’~~under ~~below~~an the stratigraphic equivalent of the base of the Massive Frio Sand, as seen at a depth of 6,835’ in the log of the Gulf Oil Corporation Texas State Well No. 1 (API No. 4220107781), in the lands covered by the leases, subject to royalties, overriding royalties and other expenseOff-~~free~~Balance ~~burdens~~Sheet ~~on production~~Arrangement.

~~The~~On ~~foregoing~~July is22, 2011, the Company obtained a ~~summary~~$25 million senior secured revolving line of credit (the ~~material~~“Credit ~~terms~~Facility") ~~and~~pursuant ~~conditions~~to ofa certain loan agreement, as amended to date (the ~~purchase~~“Loan Agreement”), with F&M Bank and ~~sale~~Trust ~~agreement~~Company (“F&M Bank”), now with Prosperity Bank (“Prosperity”), successor to F&M Bank by way of a merger.

WeThe ~~intend~~maturity todate ~~fund~~on the ~~payment~~Company’s ofoutstanding loan under the ~~purchase~~Credit ~~price~~Facility ~~and~~was ~~associated~~November ~~costs~~22, ~~for~~2014 ~~these~~(the ~~leases~~“Maturity ~~from~~Date”). As aof ~~combination~~the Maturity Date, the outstanding balance of aprincipal ~~new~~under ~~bank~~the ~~credit~~Credit ~~facility~~Facility was $8,072,693 and the ~~sale~~outstanding balance of ~~equity~~accrued orbut ~~debt~~unpaid ~~securities;~~interest ~~however~~was $39,971.05. The noCompany ~~firm~~failed ~~commitment~~to ~~for~~pay athese ~~new~~amounts ~~credit~~to ~~facility~~Prosperity ~~has~~on ~~been~~November ~~received~~24, 2014, the first business day following the Maturity Date and, ~~there~~thus, ~~can~~is bein nodefault ~~assurance~~of ~~that~~the werepayment ~~will~~terms beof ~~able~~the toLoan ~~obtain~~Agreement. $4,600,000 ~~that~~of orthe ~~other~~principal ~~financing~~amount due was paid on ~~terms~~November ~~acceptable~~26, 2014, from the proceeds of the sale of the Class B Units to usGulfstar or(as atdiscussed ~~all~~in Item 2.01 above), ~~and~~leaving ifa weprincipal ~~fail~~balance todue doof so$3,472,693. The Company’s obligations under the ~~purchase~~Credit ~~and~~Facility ~~sale~~are ~~agreement~~secured ~~will~~by beall ~~terminated~~of the Company’s leasehold assets located in Woodson County, Kansas, and weguaranteed ~~will~~by ~~forfeit~~the Company and Armada Midcontinent, LLC, the ~~performance~~holder ~~deposit~~of the Kansas leases.

Although the Company is diligently working on arrangements to refinance the Credit Facility, there can be no assurance that we will be successful, and, if we are not able to complete a refinancing, Prosperity may exercise its rights under its security agreement and/or guarantees relating to the Credit Facility. If Prosperity exercises such rights, our business, financial results and financial condition, would be materially adversely affected.

SIGNATURES

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.

	Armada Oil, Inc.
Date: October 22, 2014	By:
		Name: Randy M. Griffin
		Title: Chief Executive Officer

Armada Oil, Inc.

Date: December 1, 2014

By: /s/ Randy M. Griffin

Name: Randy M. Griffin

Title: Chief Executive Officer

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