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<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;<B>UNITED STATES</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, DC 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM&nbsp;8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Pursuant to Section&nbsp;13 or 15(d)&nbsp;of</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>The Securities Exchange Act of 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Date of Report (Date of earliest event reported)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>July 31, 2012 (July 26, 2012)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>VOYAGER OIL&nbsp;&amp; GAS,&nbsp;INC.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Exact name of registrant as specified in
its charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE ALIGN="CENTER" CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR>
    <TD STYLE="width: 32%; vertical-align: top; font-weight: bold; text-align: center">Montana</TD>
    <TD STYLE="width: 2%; vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="width: 32%; vertical-align: top; font-weight: bold; text-align: center">1-35097</TD>
    <TD STYLE="width: 2%; vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="width: 32%; vertical-align: top; font-weight: bold; text-align: center">77-0639000</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; text-align: center">(State or other jurisdiction of<BR> incorporation)</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: center">(Commission File Number)</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: top; text-align: center">(IRS Employer<BR> Identification No.)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>2718 Montana Ave., Suite&nbsp;220<BR>
Billings, MT 59101</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Address of principal executive offices,
including zip code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(406) 245-4901</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Registrant&rsquo;s telephone number, including
area code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Former name or former address, if changed
since last report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Check the appropriate box below if the Form&nbsp;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):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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    <TD STYLE="width: 24px; padding: 0; text-indent: 0"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD STYLE="padding: 0; text-align: justify; text-indent: 0">Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">&nbsp;&nbsp;</P>

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    <TD STYLE="width: 24px; padding: 0; text-indent: 0"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD STYLE="padding: 0; text-align: justify; text-indent: 0">Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">&nbsp;&nbsp;</P>

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    <TD STYLE="width: 24px; padding: 0; text-indent: 0"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD STYLE="padding: 0; text-align: justify; text-indent: 0">Pre-commencement communications pursuant to Rule&nbsp;14d-2(b)&nbsp;under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">&nbsp;&nbsp;</P>

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    <TD STYLE="width: 24px; padding: 0; text-indent: 0"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT></TD>
    <TD STYLE="padding: 0; text-align: justify; text-indent: 0">Pre-commencement communications pursuant to Rule&nbsp;13e-4(c)&nbsp;under the Exchange Act (17 CFR 240.13e-4(c))</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in"><B></B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in"><B>&nbsp;&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in"><B>Item 1.01 Entry into a Material
Definitive Agreement.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 26, 2012, Voyager Oil &amp; Gas,
Inc., a Montana corporation (&ldquo;Voyager&rdquo; or the &ldquo;Company&rdquo;), entered into an amended and restated credit agreement
(the &ldquo;Credit Agreement&rdquo;) with Macquarie Bank Limited (&ldquo;Macquarie&rdquo;), as Administrative Agent, and the Lenders
party thereto. The Credit Agreement provides for (a) a senior secured revolving loan (the &ldquo;Revolving Loan&rdquo;) in an amount
not to exceed $80,000,000 with an initial borrowing base of $15,000,000, (b) a senior secured term loan (the &ldquo;Term Loan&rdquo;)
in an amount not to exceed $50,000,000, and (c) a senior secured term loan (the &ldquo;Bridge Loan&rdquo;) in an amount not to
exceed $20,000,000. Amounts owed under each of the Revolving Loan, the Term Loan and the Bridge Loan are referred to herein as
the &ldquo;Loan.&rdquo; Subject to certain conditions in the Credit Agreement, amounts repaid with respect to the Revolving Loan
may be re-borrowed on a revolving basis until the Revolving Loan matures. Amounts repaid under the Term Loan and the Bridge Loan
cannot be re-borrowed. The Revolving Loan and the Term Loan each mature on February 10, 2015, and upon such date, any amounts outstanding
on the Revolving Loan and the Term Loan are due and payable. The Bridge Loan matures on November 15, 2012, and upon such date,
any amounts outstanding on the Bridge Loan are due and payable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Advances under the Revolving Loan bear
interest at a rate per annum, at the Company&rsquo;s option, dependent on whether the Revolving Loan is a Base Rate Loan or a LIBOR
Loan. A Base Rate Loan bears interest at a rate per annum equal to the lesser of (a) the &ldquo;prime rate&rdquo; (which is the
greater of (i) the prime rate of interest specified by the Wall Street Journal and (ii) the Federal Funds Rate plus 5.5% per annum)
plus a margin ranging from 1.75% to 2.25%, and (b) the maximum interest rate allowed by any current or future law. A LIBOR Loan
bears interest at a rate per annum equal to the lesser of (a) LIBOR plus a margin ranging from 2.75% to 3.25%, and (b) the maximum
interest rate allowed by any current or future law. Such margins for Base Rate Loans and LIBOR Loans fluctuate based on the Company&rsquo;s
utilization of the Revolving Loan. Advances under the Term Loan bear interest at a rate per annum equal to the lesser of (a) the
London Interbank Offered Rate (&ldquo;LIBOR&rdquo;) plus 7.5% and (b) the maximum interest rate allowed by any current or future
law. Advances under the Bridge Loan bear interest at a rate per annum equal to the lesser of (a) (i) for the period commencing
on July 26, 2012 and ending on September 30, 2012, LIBOR plus 9.00%, (ii) for the period commencing on October 1, 2012 and ending
on October 31, 2012, LIBOR plus 11.50%, or (iii) for the period commencing on November 1, 2012 and ending on November 15, 2012,
LIBOR plus 15.00%, and (b) the maximum interest rate allowed by any current or future law. With certain exceptions, interest is
generally due and payable on a monthly basis. Voyager will also pay a commitment fee on the daily unused portion of the Revolving
Loan of 0.50% per annum and a non-refundable fee to Macquarie equal to $1,000,000 as payment for the advances under the Bridge
Loan.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Credit Agreement is secured by substantially
all of Voyager&rsquo;s assets. Voyager also entered into a hedge agreement with Macquarie secured by the same collateral under
the Credit Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Credit Agreement contains customary
covenants that include among other things, limitations on the ability of the Company to: incur or guarantee additional indebtedness;
create liens; pay dividends on or repurchase stock; make certain types of investments; enter into transactions with affiliates;
and sell assets or merge with other companies. The Credit Agreement also requires compliance with certain financial covenants,
including, (a) a ratio of current assets to current liabilities of at least 1.00 to 1.00, (b) a maximum ratio of debt to EBITDA
for the preceding four fiscal quarters of no more than 3.50 to 1.00, and (c) an interest coverage ratio of at least 2.50 to 1.00.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Amounts borrowed under the Revolving
Loan and the Term Loan will be utilized by Voyager for its ongoing business operations, including the development and
acquisition of properties. Voyager has borrowed $15,000,000 under the Bridge Loan in order to fund existing development
activities. Remaining amounts borrowed under the Bridge Loan will be utilized by Voyager exclusively to pay current
liabilities associated with specific properties or as otherwise approved by the Lenders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">A copy of the Credit Agreement is filed
herewith as Exhibit 10.01 and incorporated herein by reference. The foregoing summary of the terms of the Credit Agreement does
not purport to be complete and is qualified by reference to the Credit Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.25in; text-indent: -0.25in"><B>Item 2.01. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Completion
of Acquisition or Disposition of Assets. </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As previously disclosed, on July 9, 2012,
Voyager entered into a Securities Purchase Agreement (the &ldquo;Purchase Agreement&rdquo;) with Emerald Oil &amp; Gas NL (the
&ldquo;Parent&rdquo;) and Emerald Oil, Inc., a wholly owned subsidiary of the Parent (&ldquo;Emerald&rdquo;). The Purchase Agreement
provides that, upon the terms and subject to the conditions therein, Voyager will purchase all of the outstanding capital stock
of Emerald for 19.9% of the total shares of Voyager common stock outstanding as of the closing date, subject to customary adjustments,
including adjustments for title defects and environmental matters, as provided in the Purchase Agreement, and will maintain Emerald&rsquo;s
liabilities, including approximately $20.2 million in debt owed by Emerald (the &ldquo;Transaction&rdquo;). On July 26, 2012, Voyager
completed the Transaction and issued to Parent 11,135,217 shares of Voyager common stock and is holding 500,000 shares of Voyager
common stock pending the resolution of certain title defect matters. A copy of the press release announcing the completion of the
Transaction is attached as Exhibit 99.1.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As part of the Transaction and as a condition
to closing, on July 26, 2012, Voyager entered into employment agreements with six officers, J.R. Reger (Executive Chairman), Mike
Krzus (Chief Executive Officer), McAndrew Rudisill (President), Paul Wiesner (Chief Financial Officer), Karl Osterbuhr (Vice President
of Exploration and Business Development) and Mitchell R. Thompson (Chief Accounting Officer). Each agreement terminates on December
31, 2014 with automatic yearly extensions unless Voyager or the officer elects not to extend the agreement. Each agreement provides
for a base salary, initial stock awards under Voyager&rsquo;s 2011 Equity Incentive Plan (the &ldquo;2011 Plan&rdquo;) consisting
of options and restricted stock units, 25% of which vests immediately and 75% of which vests in equal increments over three years,
and an annual short-term incentive award, which will range from up to 100% to 200% of the officer&rsquo;s base salary and the performance
criteria of which is to be set by the Compensation Committee (the &ldquo;STI Award&rdquo;). Mr. Reger will receive a base salary
of $290,000 per year and an initial equity award consisting of options to acquire 625,000 shares of Voyager common stock and 208,333
restricted stock units. Mr. Krzus will receive a base salary of $290,000 per year and an initial equity award consisting of options
to acquire 625,000 shares of Voyager common stock and 208,333 restricted stock units. Mr. Rudisill will receive a base salary of
$290,000 per year and an initial equity award consisting of options to acquire 625,000 shares of Voyager common stock and 208,333
restricted stock units. Mr. Wiesner will receive a base salary of $275,000 per year and an initial equity award consisting of options
to acquire 312,500 shares of Voyager common stock and 104,167 restricted stock units. Mr. Osterbuhr will receive a base salary
of $250,000 per year and an initial equity award consisting of options to acquire 312,500 shares of Voyager common stock and 104,167
restricted stock units. Mr. Thompson will receive a base salary of $225,000 per year and an initial stock award consisting of options
to acquire 500,000 shares of Voyager common stock and 166,667 restricted stock units.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Each of these officer employment agreements
provides for severance and change-in-control payments in the event Voyager terminates an officer&rsquo;s employment &ldquo;without
Cause&rdquo; or if the officer terminates for &ldquo;Good Reason.&rdquo; &ldquo;Change of Control&rdquo; is deemed to occur when
individuals constituting the Board of Directors of Voyager at the beginning of any two year period cease to constitute a majority
thereof, or if the voting securities of Voyager outstanding immediately prior to a merger, consolidation or reorganization cease
to represent at least 50% of the combined voting power of the outstanding securities of Voyager immediately after such merger,
consolidation or reorganization. If an officer is terminated by Voyager &ldquo;without Cause&rdquo; or the officer resigns for
&ldquo;Good Reason&rdquo; or if the agreement is not extended at the end of each term, then that officer will receive all accrued
but unpaid base salary, any unpaid STI Award in respect of any completed fiscal year ending prior to the date of such termination
or resignation, a lump-sum cash payment equal to two times the target STI Award for the fiscal year in which the termination or
resignation occurs, a lump-sum payment equal to two years of the officer&rsquo;s base salary and partial payment of the officer&rsquo;s
health coverage, if continued. If an officer is terminated by the Company &ldquo;without Cause&rdquo; or the officer resigns for
&ldquo;Good Reason&rdquo; within 12 months after a Change of Control, the officer will also be entitled to immediate vesting of
all equity or equity-related awards previously awarded to the officer. Upon termination by Voyager &ldquo;Without Cause&rdquo;
or by an officer for &ldquo;Good Reason,&rdquo; the officer will receive all amounts payable on the 60<SUP>th</SUP> day following
the date of the officer&rsquo;s termination of employment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The text set forth in Item 1.01 of this
Current Report on Form 8-K regarding the Credit Agreement is incorporated into this item by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 3.02. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unregistered
Sale of Equity Securities.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The text set forth in Item 2.01 of this
Current Report on Form 8-K regarding the issuance of 11,135,217 shares of Voyager common stock (and an additional 500,000 shares
if certain title defect matters are resolved) to Parent in a transaction exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) of the Securities Act is incorporated into this item by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 5.01. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Changes
in Control of Registrant. </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The text set forth in Item 2.01 of this
Current Report on Form 8-K regarding the Transaction and in Item 5.02 regarding the resignation and appointment of directors of
Voyager is incorporated into this item by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 5.02. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The text set forth in Item 2.01 of this
Current Report on Form 8-K regarding the entrance by Voyager into employment agreements with J.R. Reger, Mike Krzus, McAndrew Rudisill,
Paul Wiesner, Karl Osterbuhr and Mitchell R. Thompson, is incorporated into this item by reference. Concurrently with their entrance
into the new employment agreements, Messrs. J.R. Reger and Mitchell R. Thompson entered into termination agreements terminating
their previous employment agreements with Voyager and resigned as Voyager&rsquo;s Chief Executive Officer and Chief Financial Officer,
respectively, and began serving as Voyager&rsquo;s Executive Chairman and Chief Accounting Officer, respectively.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Set forth below are the biographies of
each of the newly appointed officers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Mike Krzus (Chief Executive Officer), age
54, has over 29 years experience managing technical and business areas in upstream oil and gas, liquefied natural gas and geothermal.
Prior to joining Voyager, Mr. Krzus was the Chief Executive and Operating Officer of Parent since February 12, 2009 and was its
Managing Director since August 13, 2009. Starting as a petroleum engineer with Home Oil in Calgary in 1983, he then proceeded to
Woodside Petroleum Ltd (Australia's largest operating oil company) in 1986 at which he held various management and executive positions
involving technical oil and gas field development (including a four year secondment to Shell where he led gas and oil field development
teams in the Netherlands), exploration and production business development, company business planning and evaluations, joint venture
management and technical capability management. Before leaving Woodside Petroleum Ltd in 2007 he was responsible for its sub-surface
technical oil and gas development capability and technology and its capital gating approval process. Prior to joining Parent, Mr.
Krzus ran a geothermal exploration company that was a subsidiary of Eden Energy.&nbsp; He is a member of the Society of Petroleum
Engineers (SPE) and Graduate member of the Australian Institute of Company Directors (AICD). He holds a Diploma in Oil and Gas
Technology from the British Columbia Institute of Technology and a BSc in Petroleum Engineering from Tulsa University.&nbsp;There
are no family relationships between Mr. Krzus and any director or executive officer of Voyager. Other than his employment relationship
with Voyager as disclosed herein, and his compensation and benefits in connection with such employment relationship, Mr. Krzus
has not had a direct or indirect material interest in any transaction since the beginning of Voyager&rsquo;s last fiscal year,
or in any currently proposed transaction, involving an amount in excess of $120,000 in which Voyager was or is to be a participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">McAndrew Rudisill (President), age 33, has 11 years of investment
management and investment banking experience in the natural resources sector. Prior to joining Voyager, Mr. Rudisill served as
a non-executive director of Parent and was President and Chairman of Emerald. Mr. Rudisill was the Managing Partner and founder
of Pelagic Capital Advisors LP from 2007 to 2011. Prior to forming Pelagic Capital Advisors LP, Mr. Rudisill was a co- founder
and Managing Partner of BrightStream Asset Management which focused on investments in natural resources from 2005 to 2007. Before
co-founding BrightStream, Mr. Rudisill was an Analyst and Managing Director at North Sound Capital from 2003 to 2005 where he was
responsible for investments in global natural resources. Mr. Rudisill currently serves as the Chief Executive Officer and Managing
Director of Rico Resources (ASX: RRI) and serves as a trustee of the Tiger Foundation, which is a philanthropic organization focused
on serving New York City.&nbsp; Mr. Rudisill&rsquo;s investment career began at JPMorgan, where he worked as an investment banker.
There are no family relationships between Mr. Rudisill and any director or executive officer of Voyager. Other than his employment
relationship with Voyager as disclosed herein, and his compensation and benefits in connection with such employment relationship,
Mr. Rudisill has not had a direct or indirect material interest in any transaction since the beginning of Voyager&rsquo;s last
fiscal year, or in any currently proposed transaction, involving an amount in excess of $120,000 in which Voyager was or is to
be a participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Paul Wiesner (Chief Financial Officer), age 47, has over 20
years experience in oil and gas finance and accounting with a proven ability to improve operations, impact business growth and
maximize profits through financial management, cost reductions, internal controls and productivity improvements.&nbsp; Prior to
joining Voyager, Mr. Wiesner was the Chief Financial Officer of Tracker Resource Development II, LLC from 2008 to 2011. From 2005
to 2008, Mr. Wiesner was Chief Financial Officer, Secretary and Treasurer for Storm Cat Energy where he launched private placements
from institutional investors and hedge funds, and he identified and analyzed strategic acquisitions and joint ventures.&nbsp; From
2002 to 2005, Mr. Wiesner served as Chief Financial Officer of NRT Colorado, Inc. where he brought new ideas and a challenging
voice to the company.&nbsp; He streamlined operations, reduced costs, restructured staffing and implemented internal controls.&nbsp;
Mr. Wiesner has held roles in various private companies where he sourced capital from both equity and debt markets, evaluated and
tracked investment performance, participated in the strategic direction of the companies.&nbsp; He has experience in the oil and
gas, mining and high tech industries.&nbsp; Mr. Wiesner graduated with a Bachelor of Arts degree from Claremont McKenna College
and a Master's of Business Administration degree from MIT Sloan School of Management.&nbsp; There are no family relationships between
Mr. Wiesner and any director or executive officer of Voyager. Other than his employment relationship with Voyager as disclosed
herein, and his compensation and benefits in connection with such employment relationship, Mr. Wiesner has not had a direct or
indirect material interest in any transaction since the beginning of Voyager&rsquo;s last fiscal year, or in any currently proposed
transaction, involving an amount in excess of $120,000 in which Voyager was or is to be a participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Karl Osterbuhr (Vice President of Exploration
and Business Development), 51 has over 20 years of unique experience in the field that gives him a thorough understanding of all
types of field operations. He has particular expertise in geo steering horizontal wells, under balanced drilling in<FONT STYLE="font-family: Times New Roman, Times, Serif">
</FONT>high temperature high pressure environments and managed pressure drilling operations. Mr. Osterbuhr&rsquo;s exploration
experience includes over 17 separate petroleum provinces in the US and Canada. His technical expertise includes working with hydrothermal
dolomites and other complex carbonate depositional systems, tight gas multi-storied cretaceous sandstones, multi-pay clastic and
evaporate sequences as well and unconventional oil and gas shales. Prior to joining Voyager, Mr. Osterbuhr was self-employed as
a consultant from 2010 to 2012, and in early 2012 he joined Emerald. Mr. Osterbuhr founded NYSG, LLC in June 2008 with two other
private equity partners and put together 35,000 acres in the unconventional Utica Shale play of upstate New York . Before founding
NYSG, LLC, Mr. Osterbuhr served as Exploration Manager at Delta Petroleum beginning in 2007 where he was responsible for frontier
exploration ventures in the Rocky Mountain basins and the onshore Gulf Coast region. He also managed the Austin Chalk Business
unit, which at the time was the most profitable business in the company. Mr. Osterbuhr earned his Bachelor of Science in Geology
from Kansas State University and is an active member of the American Association of Petroleum Geologists and the Society of Petroleum
Engineers. There are no family relationships between Mr. Osterbuhr and any director or executive officer of Voyager. Other than
his employment relationship with Voyager as disclosed herein, and his compensation and benefits in connection with such employment
relationship, Mr. Osterbuhr has not had a direct or indirect material interest in any transaction since the beginning of Voyager&rsquo;s
last fiscal year, or in any currently proposed transaction, involving an amount in excess of $120,000 in which Voyager was or
is to be a participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 26, 2012, as part of the
Transaction and as a condition to closing, Joseph Lahti, Myrna McLeroy, Loren J. O&rsquo;Toole II, Josh Sherman and Mitchell
R. Thompson resigned as directors of Voyager. Duke Ligon, Seth Setrakian, Dan Spears, Mike Krzus and McAndrew Rudisill, each of whom were previously employed by Emerald or previously served on the Board of Directors of Emerald,
have joined Lyle Berman and J.R. Reger on Voyager&rsquo;s Board of Directors. Messrs. Setrakian, Ligon and Spears are serving
on Voyager&rsquo;s Compensation Committee with Mr. Setrakian serving as the chair; Messrs. Ligon, Berman and Spears are
serving on Voyager&rsquo;s Audit Committee with Mr. Ligon serving as the chair; and Messrs. Spears and Setrakian are serving
on the Nominating Committee with Mr. Spears serving as the chair. None of the newly appointed directors has had a direct or
indirect material interest in any transaction since the beginning of Voyager&rsquo;s last fiscal year, or in any currently
proposed transaction, involving an amount in excess of $120,000 in which Voyager was or is to be a participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 7.01. Regulation FD Disclosure.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">A copy of the press release announcing
the completion of the Transaction is attached as Exhibit 99.1.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 9.01. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial
Statements and Exhibits. </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(a) Financial Statements of Businesses
Acquired</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">No financial statements are being filed
with this report. Financial statements required to be filed as exhibits to this report, if any, will be filed by amendment not
later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(b) Pro Forma Financial Information</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">No pro forma financial information is being
filed with this report. The pro forma financial information required to be filed as an exhibit to this report, if any, will be
filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">(d) Exhibits</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following exhibits are filed in accordance
with the provisions of Item 601 of Regulation S-K:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 7%; text-decoration: underline">Exhibit</TD>
    <TD STYLE="width: 93%; text-decoration: underline">Exhibit Description</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-decoration: none">&nbsp;</TD>
    <TD STYLE="text-decoration: none">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.1</TD>
    <TD>Amended and Restated Credit Agreement, dated July 26, 2012, among Voyager Oil &amp; Gas, Inc., as Borrower, Macquarie Bank Limited, as Administrative Agent, and the Lenders party thereto.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.2</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and J.R. Reger.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.3</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and McAndrew Rudisill.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.4</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Mike Krzus.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.5</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Mitchell R. Thompson.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.6</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Paul Wiesner.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.7</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Karl Osterbuhr.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>99.1</TD>
    <TD>Press Release dated July 27, 2012.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SIGNATURE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form&nbsp;8-K to be signed on its behalf by the undersigned
hereunto duly authorized.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif">
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="2">VOYAGER OIL &amp; GAS, INC.</TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; width: 50%">&nbsp;</TD>
    <TD STYLE="width: 4%">By:&nbsp;</TD>
    <TD STYLE="vertical-align: top; width: 46%">/s/ Mitchell R. Thompson</TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="vertical-align: top; border-top: #000000 1px solid">Mitchell R. Thompson<BR>Chief Accounting Officer</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Date: July 31, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;<B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>EXHIBIT INDEX</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 7%; text-decoration: underline">Exhibit</TD>
    <TD STYLE="width: 93%; text-decoration: underline">Exhibit Description</TD></TR>
<TR STYLE="vertical-align: top; text-decoration: none">
    <TD STYLE="text-decoration: none">&nbsp;</TD>
    <TD STYLE="text-decoration: none">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.1</TD>
    <TD>Amended and Restated Credit Agreement, dated July 26, 2012, among Voyager Oil &amp; Gas, Inc., as Borrower, Macquarie Bank Limited, as Administrative Agent, and the Lenders party thereto.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.2</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and J.R. Reger.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.3</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and McAndrew Rudisill.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.4</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Mike Krzus.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.5</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Mitchell R. Thompson.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.6</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Paul Wiesner.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>10.7</TD>
    <TD>Employment Agreement, dated July 26, 2012, between Voyager Oil &amp; Gas, Inc. and Karl Osterbuhr.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>99.1</TD>
    <TD>Press Release dated July 27, 2012.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></P>

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{"company-data": {"conformed-name": "Voyager Oil & Gas, Inc.", "cik": "0001283843", "assigned-sic": "1311", "irs-number": "770639000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-35097", "film-number": "12996601"}, "business-address": {"street1": "2718 MONTANA AVENUE", "street2": "SUITE 220", "city": "BILLINGS", "state": "MT", "zip": "59101", "phone": "406-245-4902"}, "mail-address": {"street1": "2718 MONTANA AVENUE", "street2": "SUITE 220", "city": "BILLINGS", "state": "MT", "zip": "59101"}, "former-company": [{"former-conformed-name": "ante4, Inc", "date-changed": "20091106"}, {"former-conformed-name": "WPT ENTERPRISES INC", "date-changed": "20040316"}]}
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 31, 2012 (July 26, 2012)
VOYAGER OIL & GAS, INC.
(Exact name of registrant as specified in
its charter)
Montana
1-35097
77-0639000
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2718 Montana Ave., Suite 220
Billings, MT 59101
(Address of principal executive offices,
including zip code)
(406) 245-4901
(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.
On July 26, 2012, Voyager Oil & Gas,
Inc., a Montana corporation ("Voyager" or the "Company"), entered into an amended and restated credit agreement
(the "Credit Agreement") with Macquarie Bank Limited ("Macquarie"), as Administrative Agent, and the Lenders
party thereto. The Credit Agreement provides for (a) a senior secured revolving loan (the "Revolving Loan") in an amount
not to exceed $80,000,000 with an initial borrowing base of $15,000,000, (b) a senior secured term loan (the "Term Loan")
in an amount not to exceed $50,000,000, and (c) a senior secured term loan (the "Bridge Loan") in an amount not to
exceed $20,000,000. Amounts owed under each of the Revolving Loan, the Term Loan and the Bridge Loan are referred to herein as
the "Loan." Subject to certain conditions in the Credit Agreement, amounts repaid with respect to the Revolving Loan
may be re-borrowed on a revolving basis until the Revolving Loan matures. Amounts repaid under the Term Loan and the Bridge Loan
cannot be re-borrowed. The Revolving Loan and the Term Loan each mature on February 10, 2015, and upon such date, any amounts outstanding
on the Revolving Loan and the Term Loan are due and payable. The Bridge Loan matures on November 15, 2012, and upon such date,
any amounts outstanding on the Bridge Loan are due and payable.
Advances under the Revolving Loan bear
interest at a rate per annum, at the Company's option, dependent on whether the Revolving Loan is a Base Rate Loan or a LIBOR
Loan. A Base Rate Loan bears interest at a rate per annum equal to the lesser of (a) the "prime rate" (which is the
greater of (i) the prime rate of interest specified by the Wall Street Journal and (ii) the Federal Funds Rate plus 5.5% per annum)
plus a margin ranging from 1.75% to 2.25%, and (b) the maximum interest rate allowed by any current or future law. A LIBOR Loan
bears interest at a rate per annum equal to the lesser of (a) LIBOR plus a margin ranging from 2.75% to 3.25%, and (b) the maximum
interest rate allowed by any current or future law. Such margins for Base Rate Loans and LIBOR Loans fluctuate based on the Company's
utilization of the Revolving Loan. Advances under the Term Loan bear interest at a rate per annum equal to the lesser of (a) the
London Interbank Offered Rate ("LIBOR") plus 7.5% and (b) the maximum interest rate allowed by any current or future
law. Advances under the Bridge Loan bear interest at a rate per annum equal to the lesser of (a) (i) for the period commencing
on July 26, 2012 and ending on September 30, 2012, LIBOR plus 9.00%, (ii) for the period commencing on October 1, 2012 and ending
on October 31, 2012, LIBOR plus 11.50%, or (iii) for the period commencing on November 1, 2012 and ending on November 15, 2012,
LIBOR plus 15.00%, and (b) the maximum interest rate allowed by any current or future law. With certain exceptions, interest is
generally due and payable on a monthly basis. Voyager will also pay a commitment fee on the daily unused portion of the Revolving
Loan of 0.50% per annum and a non-refundable fee to Macquarie equal to $1,000,000 as payment for the advances under the Bridge
Loan.
The Credit Agreement is secured by substantially
all of Voyager's assets. Voyager also entered into a hedge agreement with Macquarie secured by the same collateral under
the Credit Agreement.
The Credit Agreement contains customary
covenants that include among other things, limitations on the ability of the Company to: incur or guarantee additional indebtedness;
create liens; pay dividends on or repurchase stock; make certain types of investments; enter into transactions with affiliates;
and sell assets or merge with other companies. The Credit Agreement also requires compliance with certain financial covenants,
including, (a) a ratio of current assets to current liabilities of at least 1.00 to 1.00, (b) a maximum ratio of debt to EBITDA
for the preceding four fiscal quarters of no more than 3.50 to 1.00, and (c) an interest coverage ratio of at least 2.50 to 1.00.
Amounts borrowed under the Revolving
Loan and the Term Loan will be utilized by Voyager for its ongoing business operations, including the development and
acquisition of properties. Voyager has borrowed $15,000,000 under the Bridge Loan in order to fund existing development
activities. Remaining amounts borrowed under the Bridge Loan will be utilized by Voyager exclusively to pay current
liabilities associated with specific properties or as otherwise approved by the Lenders.
A copy of the Credit Agreement is filed
herewith as Exhibit 10.01 and incorporated herein by reference. The foregoing summary of the terms of the Credit Agreement does
not purport to be complete and is qualified by reference to the Credit Agreement.
Item 2.01.      Completion
of Acquisition or Disposition of Assets.
As previously disclosed, on July 9, 2012,
Voyager entered into a Securities Purchase Agreement (the "Purchase Agreement") with Emerald Oil & Gas NL (the
"Parent") and Emerald Oil, Inc., a wholly owned subsidiary of the Parent ("Emerald"). The Purchase Agreement
provides that, upon the terms and subject to the conditions therein, Voyager will purchase all of the outstanding capital stock
of Emerald for 19.9% of the total shares of Voyager common stock outstanding as of the closing date, subject to customary adjustments,
including adjustments for title defects and environmental matters, as provided in the Purchase Agreement, and will maintain Emerald's
liabilities, including approximately $20.2 million in debt owed by Emerald (the "Transaction"). On July 26, 2012, Voyager
completed the Transaction and issued to Parent 11,135,217 shares of Voyager common stock and is holding 500,000 shares of Voyager
common stock pending the resolution of certain title defect matters. A copy of the press release announcing the completion of the
Transaction is attached as Exhibit 99.1.
2
As part of the Transaction and as a condition
to closing, on July 26, 2012, Voyager entered into employment agreements with six officers, J.R. Reger (Executive Chairman), Mike
Krzus (Chief Executive Officer), McAndrew Rudisill (President), Paul Wiesner (Chief Financial Officer), Karl Osterbuhr (Vice President
of Exploration and Business Development) and Mitchell R. Thompson (Chief Accounting Officer). Each agreement terminates on December
31, 2014 with automatic yearly extensions unless Voyager or the officer elects not to extend the agreement. Each agreement provides
for a base salary, initial stock awards under Voyager's 2011 Equity Incentive Plan (the "2011 Plan") consisting
of options and restricted stock units, 25% of which vests immediately and 75% of which vests in equal increments over three years,
and an annual short-term incentive award, which will range from up to 100% to 200% of the officer's base salary and the performance
criteria of which is to be set by the Compensation Committee (the "STI Award"). Mr. Reger will receive a base salary
of $290,000 per year and an initial equity award consisting of options to acquire 625,000 shares of Voyager common stock and 208,333
restricted stock units. Mr. Krzus will receive a base salary of $290,000 per year and an initial equity award consisting of options
to acquire 625,000 shares of Voyager common stock and 208,333 restricted stock units. Mr. Rudisill will receive a base salary of
$290,000 per year and an initial equity award consisting of options to acquire 625,000 shares of Voyager common stock and 208,333
restricted stock units. Mr. Wiesner will receive a base salary of $275,000 per year and an initial equity award consisting of options
to acquire 312,500 shares of Voyager common stock and 104,167 restricted stock units. Mr. Osterbuhr will receive a base salary
of $250,000 per year and an initial equity award consisting of options to acquire 312,500 shares of Voyager common stock and 104,167
restricted stock units. Mr. Thompson will receive a base salary of $225,000 per year and an initial stock award consisting of options
to acquire 500,000 shares of Voyager common stock and 166,667 restricted stock units.
Each of these officer employment agreements
provides for severance and change-in-control payments in the event Voyager terminates an officer's employment "without
Cause" or if the officer terminates for "Good Reason." "Change of Control" is deemed to occur when
individuals constituting the Board of Directors of Voyager at the beginning of any two year period cease to constitute a majority
thereof, or if the voting securities of Voyager outstanding immediately prior to a merger, consolidation or reorganization cease
to represent at least 50% of the combined voting power of the outstanding securities of Voyager immediately after such merger,
consolidation or reorganization. If an officer is terminated by Voyager "without Cause" or the officer resigns for
"Good Reason" or if the agreement is not extended at the end of each term, then that officer will receive all accrued
but unpaid base salary, any unpaid STI Award in respect of any completed fiscal year ending prior to the date of such termination
or resignation, a lump-sum cash payment equal to two times the target STI Award for the fiscal year in which the termination or
resignation occurs, a lump-sum payment equal to two years of the officer's base salary and partial payment of the officer's
health coverage, if continued. If an officer is terminated by the Company "without Cause" or the officer resigns for
"Good Reason" within 12 months after a Change of Control, the officer will also be entitled to immediate vesting of
all equity or equity-related awards previously awarded to the officer. Upon termination by Voyager "Without Cause"
or by an officer for "Good Reason," the officer will receive all amounts payable on the 60
th
day following
the date of the officer's termination of employment.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The text set forth in Item 1.01 of this
Current Report on Form 8-K regarding the Credit Agreement is incorporated into this item by reference.
Item 3.02.      Unregistered
Sale of Equity Securities.
The text set forth in Item 2.01 of this
Current Report on Form 8-K regarding the issuance of 11,135,217 shares of Voyager common stock (and an additional 500,000 shares
if certain title defect matters are resolved) to Parent in a transaction exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) of the Securities Act is incorporated into this item by reference.
Item 5.01.      Changes
in Control of Registrant.
The text set forth in Item 2.01 of this
Current Report on Form 8-K regarding the Transaction and in Item 5.02 regarding the resignation and appointment of directors of
Voyager is incorporated into this item by reference.
3
Item 5.02.      Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
The text set forth in Item 2.01 of this
Current Report on Form 8-K regarding the entrance by Voyager into employment agreements with J.R. Reger, Mike Krzus, McAndrew Rudisill,
Paul Wiesner, Karl Osterbuhr and Mitchell R. Thompson, is incorporated into this item by reference. Concurrently with their entrance
into the new employment agreements, Messrs. J.R. Reger and Mitchell R. Thompson entered into termination agreements terminating
their previous employment agreements with Voyager and resigned as Voyager's Chief Executive Officer and Chief Financial Officer,
respectively, and began serving as Voyager's Executive Chairman and Chief Accounting Officer, respectively.
Set forth below are the biographies of
each of the newly appointed officers.
Mike Krzus (Chief Executive Officer), age
54, has over 29 years experience managing technical and business areas in upstream oil and gas, liquefied natural gas and geothermal.
Prior to joining Voyager, Mr. Krzus was the Chief Executive and Operating Officer of Parent since February 12, 2009 and was its
Managing Director since August 13, 2009. Starting as a petroleum engineer with Home Oil in Calgary in 1983, he then proceeded to
Woodside Petroleum Ltd (Australia's largest operating oil company) in 1986 at which he held various management and executive positions
involving technical oil and gas field development (including a four year secondment to Shell where he led gas and oil field development
teams in the Netherlands), exploration and production business development, company business planning and evaluations, joint venture
management and technical capability management. Before leaving Woodside Petroleum Ltd in 2007 he was responsible for its sub-surface
technical oil and gas development capability and technology and its capital gating approval process. Prior to joining Parent, Mr.
Krzus ran a geothermal exploration company that was a subsidiary of Eden Energy.  He is a member of the Society of Petroleum
Engineers (SPE) and Graduate member of the Australian Institute of Company Directors (AICD). He holds a Diploma in Oil and Gas
Technology from the British Columbia Institute of Technology and a BSc in Petroleum Engineering from Tulsa University. There
are no family relationships between Mr. Krzus and any director or executive officer of Voyager. Other than his employment relationship
with Voyager as disclosed herein, and his compensation and benefits in connection with such employment relationship, Mr. Krzus
has not had a direct or indirect material interest in any transaction since the beginning of Voyager's last fiscal year,
or in any currently proposed transaction, involving an amount in excess of $120,000 in which Voyager was or is to be a participant.
McAndrew Rudisill (President), age 33, has 11 years of investment
management and investment banking experience in the natural resources sector. Prior to joining Voyager, Mr. Rudisill served as
a non-executive director of Parent and was President and Chairman of Emerald. Mr. Rudisill was the Managing Partner and founder
of Pelagic Capital Advisors LP from 2007 to 2011. Prior to forming Pelagic Capital Advisors LP, Mr. Rudisill was a co- founder
and Managing Partner of BrightStream Asset Management which focused on investments in natural resources from 2005 to 2007. Before
co-founding BrightStream, Mr. Rudisill was an Analyst and Managing Director at North Sound Capital from 2003 to 2005 where he was
responsible for investments in global natural resources. Mr. Rudisill currently serves as the Chief Executive Officer and Managing
Director of Rico Resources (ASX: RRI) and serves as a trustee of the Tiger Foundation, which is a philanthropic organization focused
on serving New York City.  Mr. Rudisill's investment career began at JPMorgan, where he worked as an investment banker.
There are no family relationships between Mr. Rudisill and any director or executive officer of Voyager. Other than his employment
relationship with Voyager as disclosed herein, and his compensation and benefits in connection with such employment relationship,
Mr. Rudisill has not had a direct or indirect material interest in any transaction since the beginning of Voyager's last
fiscal year, or in any currently proposed transaction, involving an amount in excess of $120,000 in which Voyager was or is to
be a participant.
Paul Wiesner (Chief Financial Officer), age 47, has over 20
years experience in oil and gas finance and accounting with a proven ability to improve operations, impact business growth and
maximize profits through financial management, cost reductions, internal controls and productivity improvements.  Prior to
joining Voyager, Mr. Wiesner was the Chief Financial Officer of Tracker Resource Development II, LLC from 2008 to 2011. From 2005
to 2008, Mr. Wiesner was Chief Financial Officer, Secretary and Treasurer for Storm Cat Energy where he launched private placements
from institutional investors and hedge funds, and he identified and analyzed strategic acquisitions and joint ventures.  From
2002 to 2005, Mr. Wiesner served as Chief Financial Officer of NRT Colorado, Inc. where he brought new ideas and a challenging
voice to the company.  He streamlined operations, reduced costs, restructured staffing and implemented internal controls. 
Mr. Wiesner has held roles in various private companies where he sourced capital from both equity and debt markets, evaluated and
tracked investment performance, participated in the strategic direction of the companies.  He has experience in the oil and
gas, mining and high tech industries.  Mr. Wiesner graduated with a Bachelor of Arts degree from Claremont McKenna College
and a Master's of Business Administration degree from MIT Sloan School of Management.  There are no family relationships between
Mr. Wiesner and any director or executive officer of Voyager. Other than his employment relationship with Voyager as disclosed
herein, and his compensation and benefits in connection with such employment relationship, Mr. Wiesner has not had a direct or
indirect material interest in any transaction since the beginning of Voyager's last fiscal year, or in any currently proposed
transaction, involving an amount in excess of $120,000 in which Voyager was or is to be a participant.
4
Karl Osterbuhr (Vice President of Exploration
and Business Development), 51 has over 20 years of unique experience in the field that gives him a thorough understanding of all
types of field operations. He has particular expertise in geo steering horizontal wells, under balanced drilling in
high temperature high pressure environments and managed pressure drilling operations. Mr. Osterbuhr's exploration
experience includes over 17 separate petroleum provinces in the US and Canada. His technical expertise includes working with hydrothermal
dolomites and other complex carbonate depositional systems, tight gas multi-storied cretaceous sandstones, multi-pay clastic and
evaporate sequences as well and unconventional oil and gas shales. Prior to joining Voyager, Mr. Osterbuhr was self-employed as
a consultant from 2010 to 2012, and in early 2012 he joined Emerald. Mr. Osterbuhr founded NYSG, LLC in June 2008 with two other
private equity partners and put together 35,000 acres in the unconventional Utica Shale play of upstate New York . Before founding
NYSG, LLC, Mr. Osterbuhr served as Exploration Manager at Delta Petroleum beginning in 2007 where he was responsible for frontier
exploration ventures in the Rocky Mountain basins and the onshore Gulf Coast region. He also managed the Austin Chalk Business
unit, which at the time was the most profitable business in the company. Mr. Osterbuhr earned his Bachelor of Science in Geology
from Kansas State University and is an active member of the American Association of Petroleum Geologists and the Society of Petroleum
Engineers. There are no family relationships between Mr. Osterbuhr and any director or executive officer of Voyager. Other than
his employment relationship with Voyager as disclosed herein, and his compensation and benefits in connection with such employment
relationship, Mr. Osterbuhr has not had a direct or indirect material interest in any transaction since the beginning of Voyager's
last fiscal year, or in any currently proposed transaction, involving an amount in excess of $120,000 in which Voyager was or
is to be a participant.
On July 26, 2012, as part of the
Transaction and as a condition to closing, Joseph Lahti, Myrna McLeroy, Loren J. O'Toole II, Josh Sherman and Mitchell
R. Thompson resigned as directors of Voyager. Duke Ligon, Seth Setrakian, Dan Spears, Mike Krzus and McAndrew Rudisill, each of whom were previously employed by Emerald or previously served on the Board of Directors of Emerald,
have joined Lyle Berman and J.R. Reger on Voyager's Board of Directors. Messrs. Setrakian, Ligon and Spears are serving
on Voyager's Compensation Committee with Mr. Setrakian serving as the chair; Messrs. Ligon, Berman and Spears are
serving on Voyager's Audit Committee with Mr. Ligon serving as the chair; and Messrs. Spears and Setrakian are serving
on the Nominating Committee with Mr. Spears serving as the chair. None of the newly appointed directors has had a direct or
indirect material interest in any transaction since the beginning of Voyager's last fiscal year, or in any currently
proposed transaction, involving an amount in excess of $120,000 in which Voyager was or is to be a participant.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing
the completion of the Transaction is attached as Exhibit 99.1.
Item 9.01.      Financial
Statements and Exhibits.
(a) Financial Statements of Businesses
Acquired
No financial statements are being filed
with this report. Financial statements required to be filed as exhibits to this report, if any, will be filed by amendment not
later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information
No pro forma financial information is being
filed with this report. The pro forma financial information required to be filed as an exhibit to this report, if any, will be
filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
5
(d) Exhibits
The following exhibits are filed in accordance
with the provisions of Item 601 of Regulation S-K:
Exhibit
Exhibit Description
10.1
Amended and Restated Credit Agreement, dated July 26, 2012, among Voyager Oil & Gas, Inc., as Borrower, Macquarie Bank Limited, as Administrative Agent, and the Lenders party thereto.
10.2
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and J.R. Reger.
10.3
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and McAndrew Rudisill.
10.4
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Mike Krzus.
10.5
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Mitchell R. Thompson.
10.6
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Paul Wiesner.
10.7
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Karl Osterbuhr.
99.1
Press Release dated July 27, 2012.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
VOYAGER OIL & GAS, INC.
By:
/s/ Mitchell R. Thompson
Mitchell R. Thompson
Chief Accounting Officer
Date: July 31, 2012
6
EXHIBIT INDEX
Exhibit
Exhibit Description
10.1
Amended and Restated Credit Agreement, dated July 26, 2012, among Voyager Oil & Gas, Inc., as Borrower, Macquarie Bank Limited, as Administrative Agent, and the Lenders party thereto.
10.2
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and J.R. Reger.
10.3
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and McAndrew Rudisill.
10.4
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Mike Krzus.
10.5
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Mitchell R. Thompson.
10.6
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Paul Wiesner.
10.7
Employment Agreement, dated July 26, 2012, between Voyager Oil & Gas, Inc. and Karl Osterbuhr.
99.1
Press Release dated July 27, 2012.
7