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Photo Release -- Armada Oil Enters Agreement to Develop Southern Wyoming Asset

James Cerna

HOUSTON, Nov. 9, 2012 (GLOBE NEWSWIRE) -- Armada Oil, Inc. (OTCQB:AOIL) an emerging independent oil and gas company, is pleased to announce the Company has entered into an agreement with a wholly owned subsidiary of Anadarko Petroleum Corporation, allowing Armada to significantly broaden its flagship Niobrara project in Southern Wyoming. Under terms of the agreement, which covers more than 8,200 acres, Armada has the ability to earn oil and gas leases by drilling wells and establishing production.

James Cerna, CEO of Armada Oil announces Anadarko deal


A photo accompanying this release is available at http://www.globenewswire.com/newsroom/prs/?pkgid=15663

"We are excited about this opportunity in the Niobrara project., and we look forward to unlocking what we feel is significant potential in the area." said James J. Cerna, President and Chief Executive Officer. "We believe this asset is especially distinctive because of the unique geology in the area as well as the ability to use new drilling and completion technologies."

The agreement further allows for seismic data sharing, whereby Armada will provide Anadarko the results of the data acquired from the 3-D seismic shoot that is currently underway.

Armada has committed to drill its initial well on or before August 1, 2013. The terms of the agreement also provide for a continuous drilling option, whereby vertical wells may be drilled every 120 days and horizontal wells drilled every 180 days.

Strategically situated near existing infrastructure in Carbon County, Wyoming, Armada Oil's original 26,000-plus acre Niobrara project is in a region where the emergence of new drilling technologies has spurred heightened activity and growing appeal. Renewed interest in the Niobrara was sparked in 2009 when horizontal drilling and new completion technologies made possible this large resource discovery. Since 2009, these same technologies have been continually optimized to increase the reserve potential, as evidenced by public announcements from numerous major producers.

Today's announcement follows news of Armada's recently announced proposed business combination with Mesa Energy Holdings, Inc. A copy of the Armada Mesa Joint Investor Presentation can be found at

http://www.armadaoilinc.com/media-center/presentations.

ARMADA-MESA PROPOSED BUSINESS MERGER

Armada Oil and Mesa Energy have entered into a non-binding Letter of Intent in order 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.

The terms of the Letter of Intent are non-binding and subject to change. C. K. Cooper & Company is serving as financial advisor on the transaction. It is the goal of both Armada Oil and Mesa Energy to close this anticipated transaction by the end of this year.

The completion of the described transactions is conditioned on, among other things, the parties being satisfied with the results of their respective due diligence, each party obtaining all required consents and approvals, including all legal and regulatory approvals and all applicable shareholder and board of directors approvals and any necessary approvals from third parties, agreement on all final terms and conditions and negotiation of definitive agreements, and there having occurred no material adverse change in the business or condition, financial or otherwise, of either party. Armada Oil and Mesa Energy can provide no assurances that these conditions will be satisfied. Management cautions investors against making investment decisions based on any expectation that the proposed transaction will be consummated, because, in its view, such expectations are speculative.

About Armada Oil, Inc.

Houston, Texas-based Armada Oil, Inc. (OTCQB:AOIL) is an independent oil and gas company focused on discovering, acquiring and developing multiple objective onshore oil and natural gas resources in prolific and productive geological formations in North America. Armada Oil holds strategic acreage positions in and around the Laramie and Hanna Basins in Southern Wyoming that includes a contiguous 26,000+ acre site near existing infrastructure in the liquids-rich Niobrara formation and a footprint in the Eagle Ford shale play in Texas.

For additional information, please call Ms. Briana L. Erickson toll-free at 1-800-676-1006 or visit: www.armadaoilinc.com.

The Armada Oil, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=13093

Forward-Looking Statements

This press release contains forward-looking statements, including with respect to the negotiation, implementation and effects of a proposed business combination between Mesa Energy and Armada Oil 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 Energy's or Armada Oil'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, unexpected costs or the inability to reach definitive documents with respect to, or consummate, the proposed business combination and other transactions referred to in this press release and those described in the documents we file with the U. S. Securities and Exchange Commission, and risks associated with the inherent uncertainty of Mesa Energy's and Armada Oil's future financial results, Mesa Energy's or Armada Oil'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 and general economic conditions. All forward-looking statements included in this release are made as of the date of this press release, and neither Mesa Energy nor Armada Oil assumes any obligation to update any such forward-looking statements.

Statement Regarding Additional Information That May Become Available

If a transaction is to be proposed to the stockholders of Mesa Energy, Mesa Energy and Armada Oil would file with the Securities and Exchange Commission and distribute a Registration Statement on Form S-4 covering securities to be issued in the transaction. It is expected that Mesa Energy shareholders would receive a prospectus and proxy statement or information statement, as applicable, in connection with such transaction. The final terms of the prospective transaction remain subject to change and would only be reflected in a binding definitive agreement that remains to be negotiated between the companies. A copy of the definitive merger agreement would be filed along with the prospectus and proxy statement /information statement. Mesa Energy stockholders would be urged to read these and any other related documents the corporation may issue. If and 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 Mesa Energy would be made available to stockholders if and when a transaction is to occur. Such documents are not currently available.

No Offer or Solicitation to Sell

This communication 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 of 1933, as amended. Mesa Energy, its directors and executive officers, may be deemed to be participants in the solicitation of proxies or consents from Mesa Energy's stockholders in connection with any transaction that might be proposed to such stockholders. Information about the directors and executive officers of Mesa Energy and their ownership of Mesa Energy and Armada Oil stock will be included in the prospectuses and proxy/consent solicitation statements if and when they become available.

CONTACT: Ms. Briana L. Erickson 1-800-676-1006 www.armadaoilinc.com.

Source:Armada Oil, Inc.