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):  July 21, 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 1.01 Entry into a Material Definitive Agreement

Black Ridge Oil & Gas, Inc. (the "Company") and Merced Oil & Gas, LLC ("Merced"), a newly formed entity affiliated with Merced Capital, were admitted as members of Black Ridge Merced, LLC, a Delaware limited liability company (the “JV”), pursuant to the limited liability company agreement of the JV (the “LLC Agreement”) dated as of July 21, 2015 (the “Effective Date”). Pursuant to the LLC Agreement, subject to the terms and conditions set forth in the LLC Agreement, Merced will make capital contributions to the JV for the acquisition of minority non-operator interests in parcels of land intended for or containing oil or gas well drilling operations in the Williston Basin projects that are approved by Merced. Pursuant to the LLC Agreement, the Company was issued fully-vested management participation interests in the JV (the “Incentive Interests”) entitling the Company to a share of the profits of the JV after return of investor capital and achievement of a base return. The Incentive Interests are not entitled to vote pursuant to the LLC Agreement. The Company is not required to make any capital contributions to the JV as a result of holding the Incentive Interests. The Company has the ability to participate as a co-investor alongside the JV with a direct investment by the Company in any project of the JV up to 25% of the total project capital. Upon the sale of assets of the JV, the Company will have the option to bid and acquire the assets.

The Company also entered into a Management Services Agreement with the JV. Under the Management Services Agreement, the Company will provide services to the JV with respect to the business operations of JV, including but not limited to locating, investigating and analyzing potential non-operator oil and gas projects in the Williston Basin and day-to-day operations related to such projects. The Company will be paid a fee under the MSA intended to cover the costs of providing such services and will be reimbursed for certain third party expenses. The term of the MSA commences on July 21, 2015 and continues indefinitely, unless terminated (i) by either party on 90 days' advance written notice, (ii) for cause (including bankruptcy filing or entry of a court order finding that the other person engaged in gross negligence, willful misconduct, fraud, bad faith or any criminal activity), or (iii) a failure of the Company to perform services that remains uncured after a 30-day period. If the MSA is terminated pursuant to item (i) of this paragraph by Merced, then the Company shall retain its Incentive Interests and shall be entitled to receive a lump-sum payment equal to three months of fees. If the MSA is terminated pursuant to item (ii) or (iii) of this paragraph by Merced or pursuant to item (i) of this paragraph by the Company, then the Company shall forfeit its Incentive Interests and no other management fees shall be payable.

The summary of the LLC Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the LLC Agreement and MSA, which will be filed as exhibits to the Company's Form 10-Q for the period in which the LLC Agreement and MSA were executed.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the formation of the JV is attached thereto as Exhibit 99.1

Black Ridge has also updated the investor presentation that is posted on its website regarding its operations and business. The PowerPoint slide presentation regarding its operations and business is furnished as Exhibit 99.2.

The information in Exhibit 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	Press Release (furnished)
99.2	PowerPoint Slides (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:  July 23, 2015

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EX-99.1

Exhibit 99.1

Black Ridge Oil & Gas, Inc. Announces Equity Joint Venture with Merced Capital

Partnership Will Focus on Acquisition and Development of Williston Basin Non-Operated Assets

MINNETONKA, MN, July 23, 2015 – Black Ridge Oil & Gas, Inc. (the "Company" or “Black Ridge”) (OTCQB: ANFC) announced that the Company has signed a definitive agreement with Merced Capital (“Merced”) to form an entity that will acquire and develop Williston Basin non-operated assets. The joint venture will be funded by Merced with an initial investment target of $50 Million. Investments will be subject to Merced approval, and will be managed by Black Ridge.

Ken DeCubellis, Black Ridge's CEO, commented, “The partnership with Merced provides Black Ridge the opportunity to participate in the acquisition and development of additional assets at attractive valuations, with the potential to create significant returns for Black Ridge’s shareholders without dilution.”

Partnership with Merced

The joint venture assets will be managed by Black Ridge in exchange for a management fee and reimbursement of third party expenses, and after certain investor hurdles are met Black Ridge will receive a share of profits in the venture. Black Ridge will also have the option to co-invest up to 25% on acquisitions and capital expenditures alongside the venture and any such co-investments will reside directly within Black Ridge. Upon the sale of joint venture assets, Black Ridge will also have the option to bid and acquire the assets.

Strategic advantages expected for Black Ridge:

· Provides Black Ridge with the opportunity to participate in high return capital projects without diluting existing shareholders

· Provides Black Ridge the potential to achieve significant equity returns with its share of the joint venture profits and the option to co-invest alongside the joint venture

· Creates a long-term partnership with a private capital provider that is scalable and repeatable

DeCubellis concluded, “The partnership with Merced is a significant milestone for Black Ridge, and that combined with the start-up of the Teton project provides a bright future for our shareholders.”

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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.

About Black Ridge Oil & Gas

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

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About Merced Capital

Founded in 1988 as the first spinout from Cargill’s Financial Markets Department, Merced Capital is one of the pioneers in value-based alternative investments. Since the firm’s inception more than two decades ago, Merced Capital has raised and managed numerous investment vehicles, including seven lock-up funds between 2005 and 2014 with aggregate committed capital of over $2.5 billion. The firm has built a reputation for integrity, rigorous analysis and sound investment judgment. Today, Merced Capital and its affiliate Merced Capital (UK) have 38 employees – including 6 seasoned partners and 13 investment professionals – located in Minneapolis and London. Limited partners include endowments, foundations, state and corporate pension plans and family offices.

Contact

Merced Capital, L.P.

Stuart Brown, Partner

952-745-4418

www.mercedcapital.com

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EX-99.2

Exhibit 99.2

July Update OTCQB: ANFC Focused Growth in the Williston Basin July 22, 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 general economic or industry conditions, 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 9,400 net leasehold acres  Production is approximately 82% oil, 18% natural gas and natural gas liquids  Key 1Q 2015 Operational Highlights:  Average production up 89% over 1Q 2014 to 992 boe /d  Current development projects seeing significant cost reductions leading to strong economics on 2H 2015 Teton well starts  Increased 2015 production guidance from 1,100 Boe /d to 1,200 Boe /d  Strategic alliance formed with Merced Capital, L.P.  Acquire / develop Williston Basin non - op assets  Details on slide 14 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 approximately 350 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%

- 2.00 4.00 6.00 8.00 10.00 12.00 14.00 Producing "Drilling" Permitted www.blackridgeoil.com 6 Strong Development Pipeline to Feed Future Growth 8.8 2.2 Black Ridge Oil & Gas’ Net Wells (as of 3/31/15)  Permitting activity has slowed down in recent months, driven by oil prices  2.2 net wells currently drilling, dominated by Teton project (1.76 net)  60% growth in producing net wells year over year

0 200 400 600 800 1,000 1,200 1,400 2011 2012 2013 2014 2015 (projected) www.blackridgeoil.com 7 Production Ramping Up in High Return Areas Net Production BOE/d  1Q 2015 average production: 992 boe /d  Production gains in 2H 2015 from Teton project startup

General & Administrative Expenses www.blackridgeoil.com 8 $0 $10 $20 $30 $40 $50 $60 2011 2012 2013 2014 1Q 2015 Cash G&A (1) , $/ boe (1) Cash G&A excludes stock - based compensation and is a non - GAAP financial measure. Please see reconciliation in appendix.

$0 $5 $10 $15 $20 $25 $30 $35 $40 Cadence Chambers Outstanding Debt Total Availability Capital Structure www.blackridgeoil.com 9 Outstanding Debt, $MM (as of 03/31/15) Cadence Revolving Facility Senior Secured $34mm borrowing base (1) $8.1mm available LIBOR + 300/350 bps Matures: Jan 2017 Chambers Term Loan Subordinated $31.6mm drawn including PIK LIBOR + 900 bps, 400 bps PIK Matures: June 2017 (1) Borrowing base redetermined from $35mm to $34mm in March 2015

0 100 200 300 400 500 600 700 800 Q2 & Q3 2015 Q4 2015 1st Half 2016 2nd Half 2016 2017 Swaps Costless Collars Hedging Summary 10 www.blackridgeoil.com $72.40 $89.84 $75.84 $ 89.73 $80.00 - 89.50 Barrels Hedged (Bo/d), WTI ($/ Bbl , Swap Price i s Weighted Average) (1) $ 87.18 $75.00 - 95.60 $75.00 - 95.60 (1) Please reference hedging summary in appendix.

Corral Creek – Dunn County, ND www.blackridgeoil.com 11 ~30,884 Gross Acres 0.77% Working Interest (WI) 3 Rig Drilling Program, 52 Well Inventory (1) Development Status: • 9 6 Wells Producing (0.74 Net Wells) • 17 Wells “Drilling” (0.13 Net Wells) • 11 Wells Permitted (0.09 Net Wells) ~2748 Gross Acres 6.43% WI 1 Well Producing Lincoln USA 16 - 1H: 373k bbls in 730 days Remaining Inventory (1) : 9+ Wells ~1280 Gross Acres 19.34% WI 2 Wells Producing Gorhman 24 - 31MBH Gorhman 14 - 31TFH Remaining Inventory (1) : 5+ Wells ~1280 Gross Acres 3.10% WI 4 Wells Producing Remaining Inventory (1) : 3+ Wells ~1280 Gross Acres 3.10% WI 3 Wells Producing Remaining Inventory (1) : 4+ Wells Corral Creek Unit Hansen Halliday Lincoln Gorhman Montana North Dakota T147N R93W T147N R95W T147N R94W (1) Remaining Inventory is based upon publicly available NDIC data and internal estimates.

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: ConocoPhillips  Twenty Eight Gross Well Spacing (1)  Twenty three gross (1.76 net) wells drilled to TD  Completions activity commencing in 2Q 2015  First production expected in 3Q 2015  Prolific area expected to deliver strong returns in today’s oil price environment  Project will dominate 2015 capex budget www.blackridgeoil.com 12 ( 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 ConocoPhillips Offset Completions

Why We Are Developing Teton www.blackridgeoil.com 13 Company Metrics: Average of Two Quarters Preceding and After Teton Start Up (1) Production, Boepd Debt / Boepd , $M 0 400 800 1,200 1,600 2,000 Pre Teton Post Teton 0 15,000 30,000 45,000 60,000 Pre Teton Post Teton (1) Please reference Teton project summary on slide 12. The C ompany expects to redetermine the senior secured borrowing base upon start up of Teton production

Merced Black Ridge Partnership www.blackridgeoil.com 14 Transaction Structure New Acquisition Merced Black Ridge, LLC Black Ridge Merced Capital, L.P. Equity Capital Deal sourcing, Mgmt. Services Management Fee, Promote Co - invest 0% - 25% Working interest 75% - 100% Working interest  Merced Black Ridge, LLC  Merced provides equity capital, with initial target of $ 5 0 Million, subject to Merced approval  Capital used to acquire / develop non - operated assets in the Williston Basin  Black Ridge will source deals and manage day to day business  Black Ridge will receive management fee and participation in entity profits once investor hurdles are met  Strategic rationale for Black Ridge  Structure is non - dilutive to existing shareholders  Potential to achieve significant equity returns with its share of partnership profits  Option to co - invest in high return projects for up to 25% working interest (held directly in Black Ridge)  Creates a long - term partnership that is scalable and repeatable www.mercedcapital.com

For More Information www.blackridgeoil.com 15 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 16 Appendix

Hedging Summary 17 www.blackridgeoil.com Swaps Settlement Period Contract Date Oil (BBLS) Fixed Price 4/1/2015 - 12/31/2015 8/9/2013 18,000 $ 88.28 4/1/2015 - 12/31/2015 4/8/2014 15,750 $ 89.70 4/1/2015 - 12/31/2015 5/21/2014 9,000 $ 92.38 4/1/2015 - 12/31/2015 9/16/2014 22,500 $ 90.16 10/1/2015 - 12/31/2015 5/11/2015 36,000 $ 61.87 1/1/2016 - 12/31/2016 6/25/2014 60,000 $ 90.36 1/1/2016 - 12/31/2016 9/15/2014 24,000 $ 88.15 1/1/2016 - 6/30/2016 5/11/2015 45,000 $ 62.88 1/1/2017 - 12/31/2017 9/15/2014 78,000 $ 87.18 Costless Collars Settlement Period Contract Date Oil (BBLS) Fixed Price 4/1/2015 - 12/31/2015 12/13/2013 27,000 $ 75.00 / 95.60 1/1/2016 - 6/30/2016 8/9/2013 10,002 $ 80.00 / 89.50

Cash General and Administrative Expense per BOE 18 www.blackridgeoil.com Three months ended Year ended December 31, March 31, 2011 2012 2013 2014 2015 General and adminstrative (G&A) expense $ 1,850,536 $ 3,530,643 $ 2,299,757 $ 2,891,641 $ 810,008 Less stock - based compensation expense (753,860) (1,288,448) (643,817) (578,919) ( 160,924 ) Cash G&A expense $ 1,096,676 $ 2,242,195 $ 1,655,940 $ 2,312,722 $ 649,084 Barrels of oil equivelants (Boe) produced 22,624 73,933 108,808 291,780 89,308 Cash G&A per Boe $ 48.47 $ 30.33 $ 15.22 $ 7.93 $ 7.27