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):  February 18, 2015

BLACK RIDGE OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53952	27-2345075
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

10275 Wayzata Boulevard, Suite 100

Minnetonka, MN 55305

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:   (952) 426-1241

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01 Regulation FD Disclosure.

Black Ridge Oil & Gas, Inc. (“Black Ridge”) will be presenting at EnerCom's The Oil & Gas Conference® on Wednesday, February 18, 2015, in San Francisco, California regarding its operations and business. The PowerPoint slide presentation to be used during Black Ridge’s presentation at EnerCom's The Oil & Gas Conference® regarding its operations and business is furnished as Exhibit 99.1.

On February 18, 2015, Black Ridge issued a press release announcing preliminary 2014 production results and additional updates. The press release is furnished as Exhibit 99.2.

The information in Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	PowerPoint Slides (furnished)
99.2	Press Release (furnished)

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SIGNATURES

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

	BLACK RIDGE OIL & GAS, INC.
	By:	/s/ James Moe
		James Moe
		Chief Financial Officer
Date: February 18, 2015

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EX-99.1

Exhibit 99.1

 

EnerCom The Oil and Services Conference OTCQB: ANFC Focused Growth in the Williston Basin February 18, 2015

Forward Looking Statements www.blackridgeoil.com 2 Statements made by representatives of Black Ridge Oil & Gas, Inc . (“Black Ridge” or the “Company”) during the course of this presentation that are not historical facts are “forward-looking statements” within the meaning of federal securities laws . These statements are based on certain assumptions and expectations made by the Company which reflect management’s experience, estimates and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate . No assurances can be given that such assumptions and expectations will occur as anticipated and actual results may differ materially from those implied or anticipated in the forward looking statements . Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company, and which include risks relating to the global financial crisis, our ability to obtain additional capital needed to implement our business plan, declines in prices and demand for gas, oil and natural gas liquids, loss of key personnel, lack of business diversification, reliance on strategic third-party relationships, ability to obtain rights to explore and develop oil and gas reserves, the rate of in - fill drilling on our leased acreage, financial performance and results, our indebtedness under our line of credit, our ability to replace reserves and efficiently develop our current reserves, our ability to make acquisitions on economically acceptable terms, our ability to effectively utilize hedging, our ability to become listed on a national exchange, and other important factors . Black Ridge undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events .

 

Black Ridge Overview www.blackridgeoil.com 3  Public company. OTCQB, Ticker: ANFC  Bakken / Three Forks Shale Non - Operator Exploration and Production Company  Approximately 10,000 net leasehold acres  Production is approximately 85% oil, 15% natural gas and natural gas liquids  Company strategy and performance have us well positioned to weather the current low oil price environment Black Ridge Operational Focus: Bakken / Three Forks Shale Oil North Dakota Montana Williston Basin

Why The Non - Operator Business Model? www.blackridgeoil.com 4  Ability to selectively invest in the highest return projects, without the need to control a drilling unit  Knowledge and data from over 300 gross wells to make capital allocation decisions  Low cost structure  Fragmented nature of non - operator leaseholds will continue to provide growth opportunity as the play matures  Flexible capex decision - making: option to participate in all well proposals from operating partners

Black Ridge Oil & Gas Strategy www.blackridgeoil.com 5 Deal Flow with Near - Term Development Disciplined Investment D ecisions and Asset Management Capital Availability Reporting, Controls, Regulatory C ompliance Cash Flow: IRR >30%

14 29 118 86 88 192 304 222 242 283 308 358 525 715 761 - 200 400 600 800 1,000 1,200 Actual Guidance www.blackridgeoil.com 6 Production Ramping Up in High Return Areas Black Ridge Oil & Gas’ Net Production BOE/d 4Q 2014 guidance updated to approximately 1,190 BOE/d from previous guidance of 950 – 1,100 BOE/d

Leading to Balance Sheet Improvement www.blackridgeoil.com 7 Run Rate Leverage Ratio (1) (1) Calculated as net debt (long term debt, excluding unamortized warrants and discounts, less cash) divided by annualized quarte rly Adjusted EBITDA. See Appendix for reconciliations. 2.0 2.5 3.0 3.5 4.0 Actual Guidance

Mandaree – McKenzie County, ND  Operator: EOG Resources – Antelope Extension Prospect  Five Gross (0.62 net) Wells Producing  IP rates very encouraging & above expectation (1)  Potential Full Development (2) :  28 Gross (3.25 net) Wells on 640 - acre spacing  12 Middle Bakken Wells, 16 Three Forks Wells  100 net acres owned in adjacent spacing units: additional inventory of high value undeveloped locations www.blackridgeoil.com 8 (2) Based on publicly available data, NDIC Case File #22520 1 st Bench 2 nd Bench 3 rd Bench Middle Bakken Three Forks (1) October – December production records from NDIC unadjusted for well down time. Montana North Dakota Black Ridge interest excludes two previously drilled wells (shown in gray). T149N - R94W - 5 - 20,000 40,000 60,000 80,000 100,000 0 1 2 3 4 Mandaree 135 - 05H Mandaree 17 - 05H Mandaree 110 - 05H Mandaree 134 - 05H Mandaree 28 - 05H 600 Mboe EUR Type Curve Month Culmulative BOEs

0 50,000 100,000 150,000 200,000 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Teton – McKenzie County, ND  Operator: Burlington Resources (ConocoPhillips)  Twenty Eight Gross Well Spacing (1)  Operator drilling twenty four wells (1.76 net) with six rigs  First production expected in Q3 2015  Prolific area expected to deliver strong returns in today’s oil price environment  Project will dominate 2015 capex budget www.blackridgeoil.com 9 ( 1) 2560 - acre spacing unit. Information based on publicly available data, NDIC Case File #21952 (2) Graphic is illustrative only. Actual wellbore locations and targets subject to change. (3) Production is adjusted for downtime. Comparison wells are NDIC #23645 - 23648 Montana North Dakota Proposed Middle Bakken Proposed Three Forks 2 nd Bench Proposed Three Forks 1 st Bench T150N - R96W - 3 - 10 (2) Cumulative BOE Three Forks Lateral Months of Production (3) Middle Bakken Lateral 600 MBoe EUR Curve Recent Burlington Offset Completions

Hedging Summary 10 www.blackridgeoil.com Swaps Settlement Period Contract Date Oil (BBLS) Fixed Price 01/01/2015 - 12/31/2015 8/9/2013 24,000 $ 88.28 01/01/2015 - 12/31/2015 4/8/2014 21,000 $ 89.70 01/01/2015 - 12/31/2015 5/21/2014 12,000 $ 92.38 01/01/2015 - 12/31/2015 9/16/2014 30,000 $ 90.76 01/01/2016 - 12/31/2016 6/25/2014 60,000 $ 90.36 01/01/2016 - 12/31/2016 9/15/2014 24,000 $ 88.15 01/01/2017 - 12/31/2017 9/15/2014 78,000 $ 87.18 Costless Collars Settlement Period Contract Date Oil (BBLS) Fixed Price 01/01/2015 - 12/31/2015 12/13/2013 36,000 $ 75.00/95.60 01/01/2016 - 06/30/2016 8/9/2013 10,002 $ 80.00/89.50

2015 Plan www.blackridgeoil.com 11  Company strategy, management execution has Black Ridge Oil & Gas on solid ground to weather current commodity price environment  4Q 2014 production guidance raised to approximately 1,190 BOE/d  4Q 2014 run rate leverage ratio < 3X  $12.4 Million undrawn availability at year - end 2014 under Cadence facility  Strong projects adding to reserve base  Updated 2015 plan will be released soon  Cost reductions, focus on returns will likely result in capex < $20 Million, compared to $32 Million capex of 2014  2015 production growth funded from operating cash flow and availability from senior secured reserve based lending facility with Cadence Bank  Position company to thrive as cost reductions are implemented and commodity price environment improves

For More Information www.blackridgeoil.com 12 Ken DeCubellis Chief Executive Officer ken.decubellis@blackridgeoil.com 952 - 426 - 1241 Stay Up to Date on Black Ridge Oil & Gas www.blackridgeoil.com

www.blackridgeoil.com 13 Appendix

Reconciliation of Net Income to Adjusted EBITDA www.blackridgeoil.com 14 Black Ridge Oil & Gas, Inc. Adjusted EBITDA by Quarter March 31, June 30, September 30, 2014 2014 2014 Net income (loss) (381,560)$ (543,360)$ 1,190,716$ Add Back: Interest expense, net, excluding amortization of warrant based financing costs 929,378 1,136,603 1,280,674 Income tax provision (284,023) (305,715) 700,587 Depreciation, depletion and amortization 1,594,857 2,139,733 2,283,917 Accretion of abandonment liability 4,505 5,148 5,833 Share based compensation 297,762 301,241 302,961 Unrealized loss (gain) on derivatives 214,035 881,124 (2,147,798) Adjusted EBITDA 2,374,954$ 3,614,774$ 3,616,890$ Three Months Ended

 

Reconciliation of Net Debt Leverage Ratio www.blackridgeoil.com 15 Black Ridge Oil & Gas, Inc. Net Debt Leverage Ratio by Quarter March 31, June 30, September 30, 2014 2014 2014 Adjusted EBITDA 2,374,954$ 3,614,774$ 3,616,890$ X4 X4 X4 Annualized adjusted EBITDA 9,499,816$ 14,459,096$ 14,467,560$ Long term debt, excluding unamortized of warrant costs and original issue discount 39,310,686 44,724,595 48,739,227 Less cash (60,606) (84,451) (28,239) Net debt, excluding unamortized of warrant costs and original issue discount 39,250,080$ 44,640,144$ 48,710,988$ Net debt leverage ratio 4.13 3.09 3.37 Three months ended

EX-99.2

Exhibit 99.2

Black Ridge Oil & Gas, Inc. Announces Preliminary 2014 Production Results and

Provides Additional Updates

MINNETONKA, MN, February 18, 2015 – Black Ridge Oil & Gas, Inc. (“Black Ridge” or the "Company") (OTCQB: ANFC) today reported a production and operations update for the quarter and year ended December 31, 2014.

Production Update

Black Ridge expects to report fourth quarter 2014 daily production of approximately 1,190 barrels of oil equivalent (Boe) per day. This represents an increase of 232% compared to the fourth quarter of 2013 and a 56% sequential increase from the third quarter 2014. Total production for 2014 was approximately 292,000 barrels of oil equivalent, an increase of approximately 168% compared to 2013.

Liquidity Update

As of December 31, 2014, the Company’s liquidity was approximately $12.5 million, consisting of cash on hand plus undrawn capacity on its senior secured reserve based lending facility. The Company expects to fund 2015 development from cash flow and availability from the aforementioned facility.

Upcoming Events

Black Ridge plans to present at the following energy conferences and investor events. Investor Presentations will be made available on the Company’s website prior to each event.

The Oil & Services Conference^TM 13

February 18, 2015

San Francisco, CA

27^th Annual ROTH Conference

March 9-11, 2015

Dana Point, CA

Cautionary Statement as to Forward-Looking Statements

Certain statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties not known or disclosed herein that could cause actual results to differ materially from those expressed herein. These statements may include projections and other "forward-looking statements" within the meaning of the federal securities laws. Any such projections or statements reflect Black Ridge Oil & Gas current views about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from those projected. Important factors that could cause the actual results to differ materially from those projected include, without limitation, general economic or industry conditions nationally and/or in the communities in which our Company conducts business, volatility in commodity prices for crude oil and natural gas, environmental risks, legislation or regulatory requirements, conditions of the securities markets, financial or political instability, acts of war or terrorism, increases in operator costs, other economic, competitive, governmental, regulatory and technical factors affecting our Company's operations, products, services and prices and other risks inherent in the Company's businesses that are detailed in the Company's Securities and Exchange Commission ("SEC") filings. Readers are encouraged to review these risks in the Company's SEC filings.

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About the Company

Black Ridge Oil & Gas, Inc. is an oil and gas exploration and production company based in Minnetonka, Minnesota.  Black Ridge's focus is exclusive to the Williston Basin Bakken and Three Forks trend in North Dakota and Montana.  For additional information, visit the Company's website at www.blackridgeoil.com.

Make sure you are first to receive timely information on the Company when it hits the newswire.  Sign up for Black Ridge's email news alert system today at http://ir.stockpr.com/blackridgeoil/email-alerts

Contact

Black Ridge Oil & Gas, Inc.

Ken DeCubellis, Chief Executive Officer
952-426-1241

www.blackridgeoil.com

SOURCE Black Ridge Oil & Gas, Inc.

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