blackridge_424b3.htm
Prospectus Supplement No. 6
(to Prospectus dated September 2, 2011)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-176426

9,713,750 Shares of Common Stock
of
Black Ridge Oil & Gas, Inc.
(formerly known as Ante5, Inc.)

     This prospectus supplement supplements the prospectus dated September 2, 2011 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-176426).  This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Form 8-K, filed with the Securities and Exchange Commission on June 5, 2012 (the “8-K Report”) regarding our Bakken acreage. Accordingly, we have attached the 8-K Report to this prospectus supplement.

     The Prospectus and this prospectus supplement relate to the offer and sale of up to 9,713,750 shares of common stock by the selling security holders listed on pages 41 and 42 of the Prospectus, including their permitted pledges, donees, transferees or other successors in interest. We will not receive any proceeds from any sales of the common stock by the selling security holders.

     This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

     Our common stock is currently traded on the OTC Bulletin Board, or the OTCBB, and the OTC Quote Board, or OTCQB, under the symbol “ANFC.” On June 8, 2012, the last reported bid price per share of our common stock as quoted on the OTCBB was $0.40 per share.

     Investing in our common stock involves risks. See “Risk Factors” beginning on page 3 of the Prospectus for some risks regarding investment in the common stock.
 
 
     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 11, 2012


 
 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  June 1, 2012


BLACK RIDGE OIL & GAS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
  
000-53952 27-2345075
(Commission File Number)
(I.R.S. Employer Identification No.)
   
   
10275 Wayzata Boulevard, Suite 310, Minnetonka, Minnesota 55305
(Address of principal executive offices)
 (Zip Code)
 
(952) 426-1241
(Registrant’s telephone number, including area code)

 
(Former name, former address and former fiscal year, 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 CFR240.14d-2(b))
  
o
Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
 
 
 
 
  
Item 7.01.  Regulation FD Disclosure.

On June 5, 2012, Black Ridge Oil and Gas, Inc. (the “Company”) issued a press release related to the asset purchase agreement, dated March 21, 2012 (as described further in Item 8.01 below), which is furnished as Exhibit 99.1 hereto. The information in Exhibit 99.1 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 8.01 Other Events.

On June 1, 2012, Black Ridge Oil and Gas, Inc. (the “Company”) decided that it would not close on the asset purchase agreement (the “Agreement”), dated March 21, 2012, that the Company had previously entered into with Twin City Technical, LLC, a North Dakota limited liability company and Irish Oil and Gas, Inc. a Nevada corporation (collectively, the “Sellers”).  The Company did not close on the asset purchase agreement due to unfavorable equity market financing conditions.  The Sellers will retain the deposit shares that the Company had previously issued under the Agreement.  The Sellers are already shareholders of the Company by virtue of prior sales of mineral leases by them to the Company.

Item 9.01.  Financial Statements and Exhibits.

 
(d) 
Exhibits
   
 
99.1
Press Release dated June 5, 2012 (furnished)
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BLACK RIDGE OIL & GAS, INC.
(Registrant)
  
       
Date: June 5, 2012
By:
/s/ Ken DeCubellis, Chief Executive Officer  
    Ken DeCubellis, Chief Executive Officer  
       
       
 
 
 
 
 
 
 
 
 
 
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