8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

June 12, 2014 (June 11, 2014)

EMERALD OIL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-35097	77-0639000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Broadway, Suite 1360
Denver, CO 80202

(Address of principal executive offices, including zip code)

(303) 595-5600

(Registrant’s telephone number, including area code)

(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):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

As further described in Item 3.03 below, Emerald Oil, Inc., a Montana corporation (“Emerald Montana”), consummated a reincorporation merger (the “Reincorporation”) with and into its wholly owned subsidiary, Emerald Oil, Inc., a Delaware corporation (the “Company”), pursuant to the terms of an Agreement and Plan of Merger entered into between Emerald Montana and the Company on June 11, 2014, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The effective time and date of the Reincorporation was 11:59 p.m. MST on June 11, 2014 (the “Effective Time”). As a result of the Reincorporation, the Registrant is now a Delaware corporation and Emerald Montana has ceased to exist. The directors and officers of Emerald Montana are now the directors and officers of the Company, and the Company will continue to operate the business of Emerald Montana as it existed immediately prior to the Reincorporation.

Item 3.03 Material Modification to Rights of Security Holders.

At the Effective Time, Emerald Montana changed its state of incorporation from Montana to Delaware through a merger with and into the Company, which was formed for the purpose of the Reincorporation. The Reincorporation was accomplished pursuant to the terms of an Agreement and Plan of Merger entered into between Emerald Montana and the Company on June 11, 2014, which is attached as Exhibit 2.1 to this Current Report on Form 8-K. The shareholders of Emerald Montana approved the Reincorporation pursuant to the Agreement and Plan of Merger at the 2014 Annual Meeting of Shareholders of Emerald Montana held on June 11, 2014.

At the Effective Time, (i) each share of Emerald Montana’s common stock, par value $0.001, issued and outstanding was automatically converted into one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”); and (ii) all options and other rights to acquire Emerald Montana’s common stock outstanding immediately before the Effective Time were also automatically converted into options and rights to acquire the same number of shares of the Company’s Common Stock upon the same terms, including price. Each outstanding certificate representing shares of Emerald Montana’s common stock was deemed, without any action by the shareholders, to represent the same number of shares of the Company’s Common Stock. Emerald Montana shareholders may, but are not required to, exchange their stock certificates as a result of the Reincorporation.

In accordance with Rule 12g-3(a) under the Exchange Act, the shares of Common Stock of the Company were deemed to be registered under Section 12(b) of the Exchange Act as the successor to Emerald Montana. The shares of Common Stock of the Company continue to be listed on the NYSE MKT under the symbol “EOX.”

Prior to the Effective Time, the rights of Emerald Montana’s shareholders were governed by the Montana Business Corporation Act and Emerald Montana’s Articles of Incorporation, as amended, and Amended and Restated Bylaws. As a result of the Reincorporation, holders of Emerald Montana common stock are now holders of the Company’s Common Stock, and their rights as shareholders are governed by the Delaware General Corporation Law and the Company’s Certificate of Incorporation and Bylaws. The Company’s Certificate of Incorporation and Bylaws are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.

The Company hereby incorporates by reference the description of the Common Stock contained in the section entitled “Proposal No. 4 – Consider and Vote Upon a Proposal to Allow Us to Change Our State of Incorporation from Montana to Delaware” in Emerald Montana’s definitive proxy statement on Schedule 14A, as filed with the SEC on April 24, 2014.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information in Item 3.03 above is incorporated herein by reference.

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Emerald Montana held its annual meeting of shareholders on June 11, 2014. Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. For more information about the proposals set forth below, please see Emerald Montana’s 2014 definitive proxy statement on Schedule 14A, as filed with the SEC on April 24, 2014.

Proposal 1—Election of Directors

The first of those proposals related to the election of six individuals to serve as directors of Emerald Montana for one-year terms expiring in 2015. The six directors elected and the tabulation of votes (both in person and by proxy) for this proposal were as follows:

Nominees for Director	Votes For		Votes Against/ Withheld		Abstentions	Broker Non-Votes
Thomas J. Edelman		44,686,098		1,741,934			14,543,525
Duke R. Ligon		39,946,623		6,481,409			14,543,525
James Russell (J.R.) Reger		44,218,562		2,209,470			14,543,525
McAndrew Rudisill		44,264,175		2,163,857			14,543,525
Seth Setrakian		44,383,642		2,044,390			14,543,525
Daniel L. Spears		44,384,446		2,043,586			14,543,525

Proposal 2—Advisory Vote on Compensation of Named Executive Officers

The second proposal related to a shareholder advisory vote on the compensation of Emerald Montana’s named executive officers, which was approved:

Votes For		Votes Against/Withheld		Abstentions		Broker Non-Votes
	30,161,508		15,805,301		461,223		14,543,525

Proposal 3—Advisory Vote on the Frequency of a Vote on the Approval of Compensation of Named Executive Officers

The third proposal related to changing the frequency of the shareholder advisory vote on the compensation of Emerald Montana’s named executive officers from every three years to every two years, which was approved:

Votes For		Votes Against/Withheld		Abstentions		Broker Non-Votes
	27,177,579		19,202,186		48,267		14,543,525

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Proposal 4—Vote to Allow Emerald Montana to Change its State of Incorporation from Montana to Delaware

The fourth proposal related to permitting Emerald Montana to change its state of incorporation from Montana to Delaware, which was approved:

Votes For	Votes Against/Withheld	Abstentions	Broker Non-Votes
45,380,822	1,032,200	15,010	14,543,525

Proposal 5—Ratification of BDO USA, LLP

The fourth proposal related to the ratification of the appointment of BDO USA, LLP, an independent registered public accounting firm, as Emerald Montana’s independent registered public accountants for the fiscal year ending December 31, 2014, which was approved:

Votes For		Votes Against/Withheld		Abstentions		Broker Non-Votes
	60,747,845		174,819		48,893		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1 Agreement and Plan of Merger

3.1 Certificate of Incorporation of Emerald Oil, Inc.

3.2 Bylaws of Emerald Oil, Inc.

3.3 Delaware Certificate of Ownership and Merger

3.4 Montana Articles of Merger

4.1 Form of Common Stock Certificate

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

		EMERALD OIL, INC.
Date: June 12, 2014	By:	/s/ Paul Wiesner
		Paul Wiesner
		Chief Financial Officer

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EX-2.1

Form of Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2014 (this ‘‘Agreement’’), is entered into by and between Emerald Oil, Inc., a Montana corporation (‘‘Emerald (MT)’’), and Emerald Oil, Inc., a Delaware corporation (‘‘Emerald (DE)’’). Emerald (MT) and Emerald (DE) are hereinafter sometimes collectively referred to as the ‘‘Constituent Corporations.’’

WITNESSETH:

WHEREAS, Emerald (MT) is a corporation duly organized and existing under the laws of the State of Montana;

WHEREAS, Emerald (DE) is a corporation duly organized and existing under the laws of the State of Delaware and wholly-owned subsidiary of Emerald (MT);

WHEREAS, Emerald (MT) has authority to issue (i) 500,000,000 shares of common stock, $0.001 par value per share (‘‘Emerald (MT) Common Stock’’), of which 66,290,201 shares are issued and outstanding, and (ii) 20,000,000 shares of preferred stock, $0.001 par value per share (‘‘Emerald (MT) Preferred Stock’’), of which 6,500,000 shares of Preferred Stock have been designated as ‘‘Emerald (MT) Series B Voting Preferred Stock,’’ of which 5,114,633 shares are issued and outstanding. 13,500,000 shares of Emerald (MT) Preferred Stock remain undesignated;

WHEREAS, Emerald (DE) has authority to issue (i) 500,000,000 shares of common stock, $0.001 par value per share (‘‘Emerald (DE) Common Stock’’), and (ii) 20,000,000 shares of preferred stock, $0.001 par value per share (‘‘Emerald (DE) Preferred Stock’’), of which 6,500,000 shares of Preferred Stock have been designated as ‘‘Emerald (DE) Series B Voting Preferred Stock’’. 13,500,000 shares of Emerald (DE) Preferred Stock remain undesignated;

WHEREAS, 100 shares of Emerald (DE) Common Stock are issued and outstanding, all of which are owned by Emerald (MT);

WHEREAS, the respective Boards of Directors of Emerald (MT) and Emerald (DE) have determined that it is advisable and in the best interests of such corporations and their stockholders that Emerald (MT) merge with and into Emerald (DE) upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the purpose of the Merger (as defined below) is, among other things, to change the state of incorporation of Emerald (MT) to enable Emerald (MT) to avail itself of the advantages that the corporate laws of Delaware afforded to public companies and their officers and directors;

WHEREAS, for United States federal income tax purposes, the parties hereto intend the Merger (as defined below) to qualify as a ‘‘reorganization’’ within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), and the Treasury Regulations promulgated thereunder;

WHEREAS, the Board of Directors of Emerald (MT) has approved this Agreement in accordance with Montana Business Code Annotated (the ‘‘MBCA’’);

WHEREAS, the Board of Directors of Emerald (DE) and Emerald (MT), in its capacity as the sole stockholder of Emerald (DE), have approved this Agreement by execution of a written consent in accordance with Section 228 of the Delaware General Corporation Law.

NOW, THEREFORE, in consideration of the premises and mutual agreements and covenants herein contained, Emerald (MT) and Emerald (DE) hereby agree as follows:

1. Merger. Emerald (MT) shall be merged with and into Emerald (DE) (the ‘‘Merger’’) in accordance with Section 253 of the Delaware General Corporation Law (the ‘‘DGCL’’) and Section 35-1-813 and 35-1-815 of the MBCA such that Emerald (DE) shall be the surviving corporation (hereinafter sometimes referred to as the ‘‘Surviving Corporation’’). The Merger shall become effective on the date and at the time (the ‘‘Effective Time’’) at which Articles of Merger complying with MBCA 35-1-816, or a Certificate of Merger complying with the DGCL, executed and acknowledged on behalf of Emerald (DE) and Emerald (MT) in accordance with the requirements of the MBCA and the DGCL, respectively, have been filed with the Montana Secretary of State and the Delaware Secretary of State, respectively.

2. Governing Documents. The Certificate of Incorporation of Emerald (DE), as in effect on the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation without change or amendment, until thereafter amended in accordance with the provisions thereof and applicable law. The Bylaws of Emerald (DE) shall be the Bylaws of the Surviving Corporation.

3. Directors. The persons who are directors of Emerald (MT) immediately prior to the Effective Time shall, after the Effective Time, be the directors of the Surviving Corporation, without change until their successors have been duly elected and qualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

4. Officers. The persons who are officers of Emerald (MT) immediately prior to the Effective Time shall, after the Effective Time, be the officers of the Surviving Corporation, without change until their successors have been duly elected and qualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

5. Succession. At the Effective Time, in accordance with MBCA, the separate corporate existence of Emerald (MT) shall cease and (i) all the rights, privileges, powers and franchises of a public and private nature of each of the Constituent Corporations, subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; (ii) all assets, property, real, personal and mixed, belonging to each of the Constituent Corporations; and (iii) all debts due to each of the Constituent Corporations on whatever account, including stock subscriptions and all other things in action, in each case, shall succeed to, be vested in and become the property of the Surviving Corporation without any further act or deed as they were of the respective Constituent Corporations. The title to any real estate vested by deed or otherwise and any other asset, in either of such Constituent Corporations shall not revert or be in any way impaired by reason of the Merger, but all rights of creditors and all liens upon any property of Emerald (MT) shall be preserved unimpaired. To the extent permitted by law, any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place. All debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Emerald (MT), its stockholders, Board of Directors and committees thereof, officers and agents that were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Emerald (MT). The employees and agents of Emerald (MT) shall become the employees and agents of the Surviving Corporation and continue to be entitled to the same rights and benefits that they enjoyed as employees and agents of Emerald (MT).

6. Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of Emerald (MT) such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Emerald (MT), and otherwise to carry out the purposes of this Agreement. The officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Emerald (MT) or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.

7. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

(i) each share of Emerald (MT) Common Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into one (1) validly issued, fully paid and non-assessable share of Emerald (DE) Common Stock;

(ii) each share of Emerald (MT) Series B Voting Preferred Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into one (1) validly issued, fully paid and non-assessable share of Emerald (DE) Series B Voting Preferred Stock;

(iv) each option to purchase or other right to acquire shares of Emerald (MT) Common Stock issued and outstanding immediately prior to the Effective Time under the Emerald (MT) stock plan (the ‘‘Emerald (MT) 2011 Equity Incentive Plan’’) shall be changed and converted into an option to purchase or other right to acquire, upon the same terms and conditions, the number of shares of Emerald (DE) Common Stock that is equal to the number of shares of Emerald (MT) Common Stock that the holder would have received had the holder exercised such option to purchase or other right to acquire in full immediately prior to the Effective Time (whether or not such option to purchaser or other right to acquire was then exercisable) and the exercise price per share or conversion price or ratio per share under each of said option to purchaser or other right to acquire shall be the exercise price per share or conversion price or ratio per share thereunder immediately prior to the Effective Time, unless otherwise provided in the instrument granting such option;

(v) each warrant or other right to acquire shares of Emerald (MT) Common Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into an warrant to purchase or other right to acquire, upon the same terms and conditions, the number of shares of Emerald (DE) Common Stock that is equal to the number of shares of Emerald (MT) Common Stock that the holder would have received had the holder exercised such warrant to purchase or other right to acquire in full immediately prior to the Effective Time (whether or not such option to purchaser or other right to acquire was then exercisable) and the exercise price per share or conversion price or ratio per share under each of said warrant to purchaser or other right to acquire shall be the exercise price per share or conversion price or ratio per share thereunder immediately prior to the Effective Time, unless otherwise provided in the instrument granting such warrant; and

(iv) each share of Emerald (DE) Common Stock issued and outstanding immediately prior to the Effective Time and held by Emerald (MT) shall be cancelled, without any consideration being issued or paid therefor, and shall resume the status of authorized and unissued shares of Emerald (DE) Common Stock, and no shares of Emerald (DE) Common Stock or other securities of the Surviving Corporation shall be issued in respect thereof. After the Effective Time, the Surviving Corporation shall reflect in its stock ledger the number of shares of Emerald (DE) Common Stock, or Emerald (DE) Series B Voting Preferred Stock (as the case may be) to which each stockholder of Emerald (MT) is entitled pursuant to the terms hereof. Emerald (MT) Common Stock and Emerald (MT) Series B Voting Preferred Stock are collectively referred to herein as ‘‘Emerald (MT) Capital Stock’’. Emerald (DE) Common Stock and Emerald (DE) Series B Voting Preferred Stock are collectively referred to herein as ‘‘Emerald (DE) Capital Stock’’.

8. Conversion of Plans. The terms of the Emerald (MT) 2011 Equity Incentive Plan, as in effect at the Effective Time, shall remain in full force and effect with respect to each restricted Emerald (MT) Common Stock and option to purchase or other right to acquire shares of Emerald (MT) Common Stock after giving effect to the Merger and the assumptions by Emerald (DE) as set forth above.

9. Fractional Shares. No fractional shares of Emerald (DE) Common Stock or Emerald (DE) Series B Voting Preferred Stock (as the case may be) shall be issued upon the conversion of any shares of Emerald (MT) Common Stock or Emerald (MT) Series B Voting Preferred Stock (as the case may be).

10. Stock Certificates. Emerald (MT) Common Stock and Emerald (MT) Series B Voting Preferred Stock are collectively referred to in this Section 10 as ‘‘Emerald (MT) Capital Stock’’. Emerald (DE) Common Stock and Emerald (DE) Series B Voting Preferred Stock are collectively referred to herein as ‘‘Emerald (DE) Capital Stock’’. At the Effective Time, each certificate representing issued and outstanding shares of Emerald (MT) Capital Stock immediately prior to the Effective Time shall be deemed and treated for all purposes as representing the shares of Emerald (DE) Capital Stock into which such shares of Emerald (MT) Capital Stock have been converted as provided in this Agreement. Each stockholder of Emerald (MT) may, but is not required to, exchange any existing stock certificates representing shares of Emerald (MT) Capital Stock for stock certificates representing the same number of shares of Emerald (DE) Capital Stock. All shares of Emerald (DE) Capital Stock into which shares of Emerald (MT) Capital Stock shall have been converted pursuant to this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to such converted shares. At the Effective Time, the holders of certificates representing Emerald (MT) Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such stock, and their sole rights shall be with respect to Emerald (DE) Capital Stock into which their shares of Emerald (MT) Capital Stock have been converted as provided in this Agreement. At the Effective Time, the stock transfer books of Emerald (MT) shall be closed, and no transfer of shares of Emerald (MT) Common Stock outstanding immediately prior to the Effective Time shall thereafter be made or consummated.

11. Stockholder Approval. This Agreement shall be submitted to a vote of the sole stockholder of Emerald (DE) in accordance with the laws of the State of Delaware. In the event that this Agreement shall be not approved by the requisite vote of stockholders of Emerald (DE) entitled to vote thereon, this Agreement shall thereupon be terminated without further action of the parties hereto.

12. Amendment. Subject to compliance with the applicable provisions of the MBCA, the parties hereto, by mutual consent of their respective Boards of Directors, may amend, modify or supplement this Agreement prior to the Effective Time.

13. Abandonment. At any time before the Effective Time, this Agreement may be terminated and the Merger may be abandoned by the Board of Directors of either Emerald (DE) or Emerald (MT) or both, notwithstanding the approval of this Agreement by the sole stockholder of Emerald (DE).

14. Counterparts. This Agreement may be executed in one or more counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

15. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the choice or conflict of law provisions contained therein to the extent that the application of the laws of another jurisdiction will be required thereby.

17. Plan of Reorganization. This Agreement is hereby adopted as a ‘‘plan of reorganization’’ within the meaning of Section 368(a) of the Code.

IN WITNESS WHEREOF, Emerald (MT) and Emerald (DE) have caused this Agreement to be executed and delivered as of the date first written above.

Emerald Oil, Inc., a Montana corporation

/s/ McAndrew Rudisill

Name: McAndrew Rudisill

Title: Chief Executive Officer

Emerald Oil, Inc., a Delaware corporation

/s/ McAndrew Rudisill

Name: McAndrew Rudisill

Title: Chief Executive Officer

EX-3.1

CERTIFICATE OF INCORPORATION

OF

EMERALD OIL, INC.

1. Name. The name of the corporation is ‘‘Emerald Oil, Inc.’’ (the ‘‘Corporation’’).

2. Address. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. Number of Shares. The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Five Hundred Twenty Million (520,000,000) shares consisting of: Five Hundred Million (500,000,000) shares of common stock, $.001 par value per share (‘‘Common Stock’’); and Twenty Million (20,000,000) shares of preferred stock, $.001 par value per share (‘‘Preferred Stock’’), of which Six Million Five Hundred Thousand (6,500,000) shares of Preferred Stock have been designated as ‘‘Series B Voting Preferred Stock,’’ the preferences, limitations, and relative rights are set forth in the Preferences, Limitations, and Relative Rights of Series B Voting Preferred Stock attached as Exhibit A hereto. Thirteen Million Five Hundred Thousand (13,500,000) shares of Preferred Stock remain undesignated. The Preferred Stock may be divided into, and may be issued from time to time in one or more series. The Board of Directors of the Corporation (‘‘Board’’) is authorized from time to time to establish and designate any such series of Preferred Stock, to fix and determine the variations in the relative rights, preferences, privileges and restrictions as between and among such series and any other class of capital stock of the Corporation and any series thereof, and to fix or alter the number of shares comprising any such series and the designation thereof. The authority of the Board from time to time with respect to each such series shall include, but not be limited to, determination of the following:

a. The designation of the series;

b. The number of shares of the series and (except where otherwise provided in the creation of the series) any subsequent increase or decrease therein;

c. The dividends, if any, for shares of the series and the rates, conditions, times and relative preferences thereof;

d. The redemption rights, if any, and price or prices for shares of the series;

e. The terms and amounts of any sinking fund provided for the purchase or redemption of the series;

f. The relative rights of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

g. Whether the shares of the series shall be convertible into shares of any other class or series of shares of the Corporation, and, if so, the specification of such other class or series, the conversion prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made;

h. The voting rights, if any, of the holders of such series; and

i. Such other designations, powers, preference and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof.

5. Name and Mailing Address of Incorporator. The name and mailing address of the incorporator are: James Muchmore, Esq., c/o Husch Blackwell LLP, 1700 Lincoln Street, Suite 4700, Denver, Colorado, 80203.

6. Directors.

6.1 Number of Directors. The Board shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board.

6.2 Election of Directors. Unless and except to the extent that the Bylaws of the Corporation (the ‘‘Bylaws’’) shall so require, the election of directors of the Corporation need not be by written ballot.

7. Limitation of Liability. To the fullest extent permitted under the Delaware General Corporation Law, as amended from time to time, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

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8. Indemnification.

8.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a ‘‘Covered Person’’) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a ‘‘Proceeding’’), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an ‘‘Other Entity’’), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation (the ‘‘Board’’).

8.2 Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

8.3 Claims. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

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8.4 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

8.5 Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

8.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7 Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9. Adoption, Amendment and/or Repeal of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the Bylaws, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

10. Powers of Incorporators. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Delaware Division of Corporations. The name and mailing address of the persons who are to serve as the initial directors of the Corporation, or until their successors are duly elected and qualified, are:

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James Russell (J.R.) Reger

1600 Broadway, Suite 1360

Denver, Colorado 80202

McAndrew Rudisill

1600 Broadway, Suite 1360

Denver, Colorado 80202

Thomas J. Edelman

1600 Broadway, Suite 1360

Denver, Colorado 80202

Seth Setrakian

1600 Broadway, Suite 1360

Denver, Colorado 80202

Duke R. Ligon

1600 Broadway, Suite 1360

Denver, Colorado 80202

Daniel L. Spears

1600 Broadway, Suite 1360

Denver, Colorado 80202

11. Amendments of Certificate. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the General Corporation Law of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Section.

12. Meetings of Stockholders; Books and Records. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

WITNESS the signature of this Certificate of Incorporation this 11^th day of June, 2014.

/s/ James Muchmore

James Muchmore, Incorporator

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Exhibit A

PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS

OF

SERIES B VOTING PREFERRED STOCK

OF

EMERALD OIL, INC.

Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is ‘‘Series B Voting Preferred Stock’’ (‘‘Series B’’). Each share of Series B shall be identical in all respects to every other share of Series B.

Section 2. Number of Shares. The authorized number of shares of Series B shall be 6,500,000. Shares of Series B that are purchased or otherwise acquired by the Corporation may thereafter be reissued or otherwise disposed of by the Corporation in accordance herewith or may be retired and cancelled by the Corporation.

Section 3. Definitions. As used herein with respect to Series B:

(a) ‘‘Board of Directors’’ means the board of directors of the Corporation.

(b) ‘‘Bylaws’’ means the bylaws of the Corporation, as they may be amended from time to time.

(c) ‘‘Certificate of Designations’’ means this Certificate of Designations relating to Series B, as it may be amended from time to time.

(d) ‘‘Certificate of Incorporation’’ means the certificate of incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations and the Series A Certificate.

(e) ‘‘Common Stock’’ means the common stock, par value $0.001 per share, of the Corporation.

(f) ‘‘Corporation’’ means Emerald Oil, Inc., a Delaware corporation.

(g) ‘‘NYSE MKT’’ means NYSE MKT LLC.

(h) ‘‘PIK Warrants’’ means the Warrants to purchase shares of Common Stock issued pursuant to Section 1.4 of the Purchase Agreement.

(i) ‘‘Preferred Stock’’ means any and all series of preferred stock, par value $0.001 per share, of the Corporation, including Series A and Series B.

(j) ‘‘Purchase Agreement’’ means the Securities Purchase Agreement, dated as of February 1, 2013, by and among the Corporation, WDE Emerald Holdings LLC, a Delaware limited liability company, and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership, including all schedules and annexes thereto, as it may be amended from time to time.

(k) ‘‘Series A’’ means the series of Preferred Stock designated as ‘‘Series A Perpetual Preferred Stock.’’

(l) ‘‘Series A Certificate’’ means the Certificate of Designations of Series A Perpetual Preferred Stock relating to Series A, as it may be amended from time to time.

(m) ‘‘Series B’’ has the meaning set forth in Section 1.

(n) ‘‘Shareholder Approval’’ means, with respect to the issuance of any PIK Warrants and any shares of Common Stock issuable upon exercise of such PIK Warrants, the approval, in accordance with Section 705 of the NYSE MKT Company Guide, of the stockholders of the Corporation required to authorize such issuances pursuant to Section 713 of the NYSE MKT Company Guide.

(o) ‘‘Warrants’’ means the Warrants to purchase shares of Common Stock issued pursuant to the Purchase Agreement, including the PIK Warrants.

(p) ‘‘Voting Stock’’ means Series B and Common Stock.

Section 4. Dividends. No dividends shall be paid to the holders of Series B.

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Section 5. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of Series B shall be entitled to receive for each share of Series B, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation and any distributions of such assets or proceeds made to or set aside for the holders of Series A, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Series B as to such distribution, payment in full in an amount equal to $0.001 per share. For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series B receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 6. Conversion, Redemption and Other Rights.

(a) Series B is not convertible into any other class or series of the capital stock of the Corporation or into cash, property or other rights, and no share of Series B may be redeemed prior to January 1, 2020.

(b) On and from time to time after January 1, 2020, the Corporation may, at its option, redeem, in whole or in part, the then-outstanding shares of Series B, at a redemption price per share equal to $0.001. The redemption price for any such shares of Series B shall be payable on the applicable redemption date selected by the Corporation to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. The Corporation may elect to pay the redemption price in cash or whole shares of Common Stock of the Corporation with a value equal to the Market Price (as defined in the Warrant) on the trading day immediately preceding the redemption date.

(c) If on or before each redemption date all funds or shares of Common Stock necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the applicable redemption date all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on the applicable redemption date cease and terminate, except only the right of the holders thereof to receive the redemption price payable on such redemption from such bank or trust company, without interest. Any funds or shares of Common Stock unclaimed at the end of ninety days from the applicable redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

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Section 7. Transfer; Surrender Upon Exercise of Warrants. Each share of Series B shall be issued as a unit with a Warrant, or portion thereof, representing the right to purchase one share of Common Stock and may only be sold or otherwise transferred concurrently with the sale of such Warrant. Any sale or transfer, or purported sale or transfer, of shares of Series B shall be null and void, and the Corporation shall have no obligation to effect any transfer, unless the foregoing transfer restrictions are strictly observed. In the event that a holder of Series B exercises its right to acquire Common Stock of the Corporation pursuant to a Warrant, such holder shall surrender to the Corporation a number of shares of Series B of such holder equal to the number of shares of Common Stock purchased upon exercise of such Warrant. In no event shall the Corporation issue any shares of Series B other than in connection with the issuance of Warrants pursuant to B-5 and in accordance with the Purchase Agreement, including Section 1.4 thereof (which provides that no PIK Warrants shall be issuable unless and until the Company first obtains Shareholder Approval) and otherwise in connection with such Warrants.

Section 8. Voting Rights.

(a) Each share of Series B shall be entitled to one vote. So long as any shares of Series B are outstanding, in addition to any other vote or consent of stockholders of the Corporation required by law or by the Certificate of Incorporation, the holders of Series B shall be entitled to vote in the election of directors and on all other matters submitted to a vote of the holders of Common Stock, with Series B and Common Stock voting together as a single class. If more than one person holds Series B, then the voting rights of such persons shall be reduced pro rata according to their ownership percentages in order to comply with this limitation. Any share of Series B and, if applicable, other Voting Stock with respect to which the holders of Series B and their affiliates are not entitled to vote pursuant to the limitations in this Section 8(a), shall not be considered, in determining whether a quorum is present at any meeting of stockholders of the Corporation, as outstanding shares of capital stock entitled to vote at such meeting.

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(b) So long as any shares of Series B are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of a majority of the shares of Series B at the time outstanding and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) any action or failure to act involving the Corporation or any of its Subsidiaries that adversely affects the rights, preferences, privileges or powers of Series B relative to any other class or series of capital stock of the Corporation; and

(ii) any amendment, alteration, waiver or repeal of any provision of the certificate or certificate of incorporation or bylaws or other organizational documents of the Corporation or any of its Subsidiaries (including the Certificate of Incorporation and the Bylaws) so as to change the rights, preferences, privileges or powers of Series B. Notwithstanding anything herein to the contrary, in no event shall any holder of shares of Series B be entitled to (x) vote on any matter on which Series B is entitled to vote unless such holder shall also be the record holder of the corresponding Warrant that is part of the unit with such shares or (y) cast a number of votes in excess of the number of shares purchasable upon exercise of the Warrants of which such holder is the record holder. Furthermore, except as provided by law, no share of Series B shall have any voting rights following January 1, 2020.

Section 9. Record Holders. To the fullest extent permitted by applicable law, the Corporation may deem and treat the record holder of any share of Series B as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

Section 10. Notices. All notices or communications in respect of Series B shall be sufficiently given if given in writing and delivered in person or by fax, overnight or certified mail, or if given in such other manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or Bylaws or by applicable law.

Section 11. No Preemptive Rights. No share of Series B shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

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Section 12. Replacement Certificates. The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 13. Other Rights. The shares of Series B shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

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EX-3.2

By-Laws

of

Emerald Oil, Inc.

ARTICLE I

Offices

Section 1. Offices. The registered office of Emerald Oil, Inc. (hereinafter called the Corporation) shall be in the State of Delaware. The Corporation may have offices and places of business at such places within and without the State of Delaware as shall be determined by the Board of Directors. The books of the Corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE II

Stockholders

Section 1. Place of Meetings. All meetings of the stock-holders shall be held at such place within or without the State of Delaware as is designated by the Board of Directors.

Section 2. Annual Meeting. The Board of Directors shall fix the time and place of the annual meeting of the stockholders for the purpose of electing the directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3. Special Meeting. Special meetings of the stockholders may be called (i) upon the written request of the stockholders of representing 10% of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting of the Corporation then outstanding and entitled to vote at such meeting; (ii) by a majority of the Board of Directors; (iii) by the Chairman of the Board; or (iv) the Chief Executive Officer.

Section 4. Notice of Meetings. Except as is otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given to each stockholder not less than 10 nor more than 60 days prior to the meeting. The notice shall state the date, time and place and, in the case of special meetings, the purpose or purposes of such meeting, and at whose direction the notice is given.

Section 5. Quorum. At all meetings of stockholders, except as otherwise required by statute, the holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat may adjourn such meeting from time to time in accordance with Section 7 of this Article II of these By-Laws until the number of votes requisite to constitute a quorum shall be present.

Section 6. Voting. Except with respect to the election of directors, as set forth in the below paragraph, when a quorum is present or represented by proxy at any meeting of stockholders, the vote of the holders of a majority of the outstanding shares of stock entitled to vote thereat present in person or by proxy shall decide any question brought before such meeting, unless the question is one upon which an express provision of the General Corporation Law of the State of Delaware or of the Certificate of Incorporation requires a greater vote, in which case such provision shall control.

Each director shall be elected by the vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present; provided, however, that the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors if, in connection with such meeting (i) the Secretary of the Corporation shall have received a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 10 of this Article II and (ii) such nomination shall not have been withdrawn by such stockholder on or prior to the day next preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation. If directors are to be elected by a plurality of the votes cast pursuant to the provisions of the immediately preceding sentence, stockholders shall not be provided the option to vote against any one or more of the nominees, but shall only be provided the option to vote for one or more of the nominees or withhold their votes with respect to one or more of the nominees. For purposes hereof, a majority of the votes cast means that the number of shares voted ‘‘for’’ a director must exceed the number of votes cast ‘‘against’’ that director. (Accordingly, abstentions will not be taken into account for this purpose.) Each stockholder entitled to vote at any meeting may vote in person or by proxy and shall, unless the Certificate of Incorporation provides otherwise, have one vote for each share of stock registered in his name, but no proxy shall be valid after three years from its date, unless the proxy provides for a longer period.

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Section 7. Adjourned Meetings. Any meeting of stockholders may be adjourned to a designated time and place by a vote of a majority in interest of the stockholders present in person or by proxy, even though less than a quorum is so present. No notice of such an adjourned meeting needs to be given, other than by announcement at the meeting, and any business may be transacted which might have been transacted at the meeting as originally called; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

Section 8. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all the outstanding stock entitled to vote thereon. The effective date of the authorization of such action shall be deemed to be the date of the filing of the last such written consent in the minute books of the Corporation, which date shall be noted therein by the Secretary.

Section 9. Advance Notice of Business to Be Transacted at Stockholder Meetings. To be properly brought before an annual or special meeting of stockholders, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the meeting by a stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 9 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 9. Except for proposals properly made in accordance with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), and included in the notice of meeting given by or at the direction of the Board of Directors, the foregoing clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual or special meeting of the stockholders. Stockholders seeking to nominate persons for election to the Board must comply with Section 10 of this Article II, and this Section 9 shall not be applicable to nominations except as expressly provided in Section 10.

(A) Timely notice. To bring business before a meeting, a stockholder must give timely notice to the Secretary of the Corporation. To be timely for an annual meeting, such notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, in order to be timely, notice by the stockholder must be so received not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting is mailed to stockholders or public disclosure of the date of the annual meeting is made, whichever first occurs. To be timely for a special meeting, notice by a stockholder must be delivered to or mailed and received at the principal executive offices of the Corporation not more than 10 days immediately following the giving of notice of such special meeting by mail to stockholders or by public announcement (whichever first occurs). The provisions of this Section 9 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) under the Exchange Act.

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(B) Proper written form of notice. To be in proper written form, a stockholder’s notice to the Secretary must be signed by each stockholder, or a duly authorized agent, requesting the meeting or proposal and must set forth (a) as to each matter such stockholder proposes to bring before the annual meeting or special meeting (i) a reasonably brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of each proposing stockholder, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (iii) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the proposing stockholders or between or among any proposing stockholder and any other record or beneficial holder of the shares of any class or series of capital stock of the Corporation or any other person or entity (including their names) in connection with the proposal of such business by such stockholder, (b) the name and address of such stockholder, and the name and address of the beneficial owner, if any, on whose behalf the business is to be brought before the meeting, (c) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, together with evidence reasonably satisfactory to the Secretary of such beneficial ownership, (d) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, (e) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a ‘‘Derivative Instrument’’) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (f) any short interest in any security of the Corporation (for purposes of this Section 9 a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (g) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (h) any proportionate interest in shares of the Corporation or Derivative Instrument held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (i) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instrument, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information as specified in the foregoing clauses (a) through (i) shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership and other information as of such record date). For purposes of these By-Laws, the terms ‘‘beneficial owner’’ and ‘‘beneficial ownership’’ shall include without limitation the meanings ascribed to such terms in Rule 13d-3 (or any successor rule) under the Exchange Act.

(C) Exclusive means; other stockholder rights and obligations. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at any annual or special meeting of stockholders except business brought before such meeting in accordance with the procedures set forth in this Section 9; provided, however, that, once business has been properly brought before such meeting in accordance with such procedures, nothing in this Section 9 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of such meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. This Section 9 is expressly intended to apply to any business proposed to be brought before an annual or special meeting of stockholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act. In addition to the requirements of this Section 9 with respect to any business proposed to be brought before an annual or special meeting, each proposing stockholder shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 9 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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Section 10. Advance Notice of Nominations for Election to the Board of Directors. Nominations of any person for election to the Board of Directors at an annual or special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (a) by or at the direction of the Board of Directors, including by any committee or persons appointed by the Board of Directors, or (b) by a stockholder who (i) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both on the record date for the determination of stockholders entitled to vote at such meeting and at the time of giving the notice provided for in this Section 10, (ii) is entitled to vote at the meeting, and (iii) has complied with the Certificate of Incorporation of the Company, as amended, and this Section 10 as to such nomination. For a stockholder to make any nomination of a person for election to the Board of Directors, the stockholder must provide timely notice thereof in proper written form to the Secretary of the Corporation.

(A) Timely notice. To be timely, a stockholder’s notice for nomination of a person or persons for election to the Board of Directors must be delivered to or mailed and received at the principal offices of the Corporation within the times set forth in Section 9(A) of this Article II for the giving of timely notice by a stockholder for bringing other business before a stockholder meeting.

(B) Proper written form of notice. To be in proper written form for purposes of this Section 10, a stockholder’s notice to the Secretary must be signed by each stockholder, or a duly authorized agent, shall set forth: (a) as to each person whom the stockholder intends to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the stockholder and (v) any other information relating to such person that is required to be disclosed in a proxy statement or other filing required to be made in connection with a solicitation of proxies for the election of directors in a contested election, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to such stockholder giving notice, the information required to be provided by a stockholder pursuant to Section 9(B)(a)-(i) of this Article II.

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(C) Exclusive means; other requirements. The Corporation may require any proposed nominee to furnish such other information in addition to that required by Section 10 as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Notwithstanding anything in these By-Laws to the contrary, no nominations shall be conducted at the annual or special meeting of stockholders except nominations brought before such meeting in accordance with the procedures set forth in the Certificate of Incorporation, as amended, and this Section 10. If the chairman of such meeting determines that a nomination was not properly brought before the meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was not properly brought before the meeting and such nomination shall not be considered or voted upon.

ARTICLE III

Directors

Section 1. Management of the Corporation. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The officers of the Corporation shall keep the Board of Directors fully informed about the affairs of the Corporation, and the officers and employees of the Corporation shall provide the Board of Directors with such written or oral reports and information as the Board of Directors may deem advisable.

Section 2. Number and Term of Office. Subject to the rights, if any, of holders of preferred stock of the Corporation, the number of directors shall be determined from time to time by resolution passed by a majority of the Board of Directors of the Corporation. The number of directors so determined is referred to in these By-Laws as the ‘‘total number of directors’’. Each director shall be elected and hold office until a successor is duly elected and qualified, or until the Director’s earlier death, resignation or removal.

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Section 3. Resignation. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the Chief Executive Officer (the ‘‘CEO’’) or the Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective.

Section 4. Vacancies. Subject to the rights, if any, of the holders of any series of preferred stock then outstanding, any vacancy on the Board of Directors arising from death, resignation, removal, an increase in the number of directors or any other cause, may be filled either by a majority vote of the remaining directors, although less than a quorum, or by the sole remaining director.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice and at such time and such places, either within or without the State of Delaware, as shall from time to time be determined by the Board of Directors.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the CEO, and shall be called by the CEO or the Secretary, upon the written request of at least two members of the Board of Directors. Each director shall be given at least two (2) days’ notice of each such meeting.

Section 7. Quorum. A quorum of directors for the transaction of business shall consist of at least a majority of the total number of directors.

Section 8. Waiver of Notice. Notice of a meeting need not be given to any director who submits a written waiver of such notice, signed by him, whether before or after such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the directors need be specified in any written waiver of notice with respect to such meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 9. Voting. The act of a majority of the total number of directors shall be the act of the Board of Directors.

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Section 10. Meetings via Conference Call. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone call or similar communications equipment hook-up allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 11. Action Without Meeting. Notwithstanding any other provisions of these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, or by electronic transmission, and the written consent or consents or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors.

Section 12. Committees.

(a) Committees. The Board of Directors, by resolution passed by a majority of the total number of directors, may designate committees of the Board of Directors, each such committee to consist of two or more directors and to have such duties and functions as shall be provided in such resolution.

(b) Rules of Committees. A majority of all of the members of any committee of the Board of Directors may determine its rules of procedure, determine its action and fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide. Each committee shall record minutes of its proceedings and shall submit the same to the Board of Directors. The Board of Directors shall have power to change the members of any such committee and fill vacancies therein and to discharge any such committee, either with or without cause, at any time.

(c) Powers of Committees. The Board of Directors, by resolution passed by a majority of a duly constituted quorum of the Board of Directors, may designate committees of the Board of Directors pursuant to, and which will have the powers as are consistent with, the provisions of Section 141(c)(2) of the Delaware General Corporation Law.

Section 15. The Chairman of the Board and Vice Chairman of the Board. The Chairman of the Board and, if the Board of Directors determines that the Board should have a Vice Chairman, the Vice Chairman of the Board, shall be elected annually by the Board of Directors. The Chairman of the Board shall preside at all meetings of the Board of Directors, act as chairman at all meetings of stockholders and shall sign the minutes of the proceedings recorded at such meetings by the Secretary. The Chairman of the Board shall make reports to the Board of Directors as well as to the stockholders and shall perform all duties incident to the Chairman of the Board’s office or properly required of him by the Board of Directors. The Chairman of the Board and the Vice Chairman of the Board shall each perform such further duties and exercise such further powers as may be assigned to the Chairman of the Board from time to time by the Board of Directors. In the absence of the Chairman of the Board, the Vice Chairman of the Board shall carry out the Chairman of the Board’s duties and authorities.

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ARTICLE IV

Officers

Section 1. Officers. The officers of the Corporation shall include the Chief Executive Officer, a Treasurer and a Secretary. Each officer of the Corporation shall hold office until his successor shall have been duly chosen and qualified, or until his death, disqualification, resignation or removal. Except for the offices of Chief Executive Officer and Secretary, any two or more offices may be held by one person. Any vacancy occurring in any office shall be filled by the Board of Directors.

Section 2. Other Officers. The Board of Directors may appoint one or more Vice Presidents, Assistant Treasurers, Assistant Secretaries and such other officers and agents with such powers and duties as it shall deem necessary.

Section 3. Chairman. The Chairman, if one shall have been appointed, shall preside at all meetings of the Board and shall exercise such powers and perform such other duties as shall be determined from time to time by resolution of the Board.

Section 4. The Chief Executive Officer (the ‘‘CEO’’). The Chief Executive Officer, subject to the direction of the Board of Directors and any duly authorized committee of the Board of Directors, shall have general management and control of the business and affairs of the Corporation.

Section 5. The Treasurer. The Treasurer shall have custody of all funds, securities and evidences of indebtedness of the Corporation, shall receive and give receipts and acquittances for monies paid in on account of the Corporation, shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation, of whatever nature upon maturity, shall enter regularly in books to be kept by him for that purpose, full and accurate accounts of all monies received and paid out by him on account of the Corporation, and shall perform all other duties incident to the Office of Treasurer and as may be prescribed by the Board of

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Directors

Section 6. The Secretary. The Secretary, if he shall be present, shall keep the minutes of all proceedings of directors and stockholders, and shall attend to the giving and serving of all notices to stockholders and directors or other notices required by law or by these By-Laws, shall affix the seal of the Corporation to deeds, contracts and other instruments in writing requiring a seal when duly signed or when so ordered by the Board of Directors, shall have charge of the minute books, certificate books and stock books and such other books and papers as the Board of Directors may direct, and shall perform all other duties incident to the office of Secretary.

Section 7. Removal of Officers. Any officer of the Corporation may be removed from office at any time, with or without cause, by a vote of the majority of the total number of directors.

ARTICLE V

Capital Stock

Section 1. Form and Execution of Certificates. Shares of the Corporation’s stock may be certificated or uncertificated, as provided by law. Every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman, if any, or the CEO or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such Stockholder in the Corporation. Any or all of the signatures upon a certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 2. Transfer. Transfer of shares shall be made only upon the books of the Corporation by the registered holder thereof or by attorney, duly authorized, and upon surrender of the certificate or certificates for such shares properly assigned for transfer.

Section 3. Lost or Destroyed Certificates. The holder of any certificate representing shares of stock of the Corporation may notify the Corporation of any loss, theft, or destruction thereof, and the Board of Directors may thereupon, in its discretion (subject to applicable law), cause a new certificate for the same number of shares to be issued to such holder upon satisfactory proof of such loss, theft or destruction, and, if required by the Board of Directors, the deposit of indemnity by way of bond or otherwise, in such form and amount and with such surety or sureties as the Board of Directors may require, to indemnify the Corporation against loss or liability by reason of the issuance of such new certificates.

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Section 4. Record Date. The Board of Directors may fix, in advance, a date, not exceeding 60 days nor less than 10 days, as the record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action.

ARTICLE VI

Miscellaneous

Section 1. Dividends and Reserves. The Board of Directors may declare dividends and may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may reduce or eliminate any such reserve. Dividends may be paid in cash, in property, or in shares of stock.

Section 2. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the transfer and registration of certificates for shares of the Corporation.

Section 3. Corporate Seal. The Board of Directors may provide for a corporate seal and shall have inscribed thereon the name of the Corporation and the words ‘‘CORPORATE SEAL’’, and the state of its incorporation.

Section 4. Notice and Waiver of Notice. Whenever under the provisions of these By-Laws any notice is required to be given, such notice, unless otherwise required by law or by these By-Laws, shall be communicated to the person entitled thereto be courier mail or first-class mail, postage prepaid, or by telegraph, telex, cable, facsimile or other recorded form of transmission, and such notice shall be deemed to have been given on the third day after the time of dispatch by courier mail or mailing thereof or at the time of dispatch in the case of notice by any other form of transmission. Any notice required to be given under these By-Laws may be waived in writing by the person entitled thereto, whether before or after the time stated therein.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

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Section 6. No petition under title 11 of the United States Code may be filed by the Corporation without a resolution of the Board of Directors authorizing such a filing which has been approved by at least all but one of the directors then in office.

ARTICLE VII

Amendments

Section 1. Amendments. The Board of Directors shall have the power, without assent or vote of the stockholders, to make, alter, amend, change, add to or repeal these By-Laws, or any of them, upon a vote of a majority of the total number of directors.

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EX-3.3

CERTIFICATE OF OWNERSHIP

AND MERGER

MERGING

EMERALD OIL, INC.

(a Montana corporation)

with and into

EMERALD OIL, INC.

(a Delaware corporation) 

Emerald Oil, Inc., a corporation organized and existing under the laws of the State of Montana (the “Corporation”), does hereby certify the following information:

FIRST: The Corporation was organized pursuant to the provisions of the General Corporate Law of the State of Montana, on May 31, 2011.

SECOND: The Corporation is the owner of one hundred percent (100%) of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), of Emerald Oil, Inc., a Delaware corporation incorporated pursuant to the DGCL on June 11, 2014 (“Emerald-Delaware”).

THIRD: The Board of Directors of the Corporation (the “Board”) has approved, adopted, authorized, ratified, and confirmed the merger of the Corporation with and into Emerald-Delaware, with Emerald-Delaware as the surviving corporation (the “Merger”).

FOURTH: The resolutions of the Board authorizing and approving the Merger, dated April 14, 2014, are hereby attached as Exhibit A, and such resolutions have not been amended or rescinded and are now in full force and effect.

FIFTH: The Merger has been approved by the holders of at least a majority of the outstanding shares of stock in the Corporation, at meeting duly called for the purpose.

SIXTH: The Merger will be effective upon filing of this Certificate of Ownership and Merger.

[signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer on the date first written above.

EMERALD OIL, INC.
By:	/ s/ Paul Wiesner
Name:	Paul Wiesner
Title:	Chief Financial Officer

EX-3.4

ARTICLES OF MERGER

OF

Emerald Oil, Inc.

(a Montana corporation)

INTO

Emerald Oil, Inc.

(a Delaware corporation)

Pursuant to Section 35-1-816 of the Montana Code Annotated (the “Code”), Emerald Oil, Inc., a Montana corporation (“Acquired Corporation”), and Emerald Oil, Inc., a Delaware corporation (“Surviving Corporation”), adopt the following Articles of Merger (these “Articles”) for the purpose of merging Acquired Corporation with and into Surviving Corporation:

ARTICLE I

Acquired Corporation is incorporated under the laws of the State of Montana, which permit the merger specified in these Articles. Surviving Corporation is incorporated under the laws of the State of Delaware, which also permit the merger specified in these Articles. Following the merger, Surviving Corporation will be governed under the laws of the State of Delaware.

ARTICLE II

The Agreement and Plan of Merger (the “Plan”) that has been approved by the Acquired Corporation and Surviving Corporation is set forth on the attached Exhibit A and incorporated by reference into these Articles as if fully set forth herein.

ARTICLE III

The executed Plan is on file at the principal offices of Surviving Corporation located at 1600 Broadway, Suite 1360, Denver, CO 80202.

ARTICLE IV

A copy of the Plan will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of Acquired Corporation or Surviving Corporation upon written request to the Secretary of Surviving Corporation at Surviving Corporation’s principal place of business.

ARTICLE V

Acquired Corporation duly authorized the Plan and the performance of its terms by all action required by its constituent documents and by the laws of the State of Montana, including adoption of the Plan by Acquired Corporation’s Board of Directors and approval by its shareholders. There were no votes entitled to be cast separately by voting groups.

Emerald Oil, Inc. - Articles of Merger 1

ARTICLE VI

Surviving Corporation duly authorized the Plan and the performance of its terms by all action required by each of its respective constituent documents and by the laws of the State of Delaware. Pursuant to Section 253 of Delaware General Corporation Law, shareholders of the Surviving Corporation were not entitled to vote on the merger.

ARTICLE VII

Surviving Corporation will be responsible for the payment of all fees and franchise taxes as required by law in connection with the adoption of the Plan and the filing of these Articles. In the event that such fees and franchise taxes are not timely paid, Surviving Corporation will be obligated to pay such fees and franchise taxes as required by law.

ARTICLE VIII

The merger contemplated by these Articles shall be effective at 11:59 p.m. (MST) on June 11, 2014.

[Signature Page Follows]

Emerald Oil, Inc. - Articles of Merger 2

IN WITNESS WHEREOF, each of the undersigned has caused these Articles of Merger to be executed on June 11, 2014.

EMERALD OIL, INC.,
a Montana Corporation
By:	/s/ Paul Wiesner
	Paul Wiesner
	Chief Financial Officer
EMERALD OIL, INC.,
a Delaware Corporation
By:	/s/ Paul Wiesner
	Paul Wiesner
	Chief Financial Officer

[Signature Page To Articles Of Merger]

Emerald Oil, Inc. - Articles of Merger 3

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

Emerald Oil, Inc. - Articles of Merger

EX-4.1

Number		Organized Under the Laws of the State of Delaware	Shares
	Emerald Oil, Inc. Authorized 500,000,000 shares of Common Stock at $.001 par value

This Certifies that ________________________ is the registered owner of _______________(***) fully paid and non-assessable shares of common stock of the Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers this ___ day of _______A.D. 2014.

Paul Wiesner, Secretary McAndrew Rudisill, CEO

FOR VALUE RECEIVED, _________ hereby sell(s), assign(s), and transfer(s) unto _____________________________________________________________________________________________ Shares represented by the within Certificate, and do hereby irrevocably constitute(s) and appoint(s) ___________________________________ Attorney to transfer the said Shares on the books of the within named Company with full power of substitution in the premises.

Dated ____________________________, 20

In Presence of

LEGEND

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (i) SUCH SHARES ARE REGISTERED UNDER THE ACT OR ANY STATE SECURITIES LAWS, (ii) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED, OR (iii) AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION EXISTS.