SecProbe.io

Mail Stop 4628
May 17, 2016

James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd. Suite 100
Minnetonka, Minnesota 55305

Re:  Black Ridge Oil & Gas, Inc.
Revised Preliminary Information Statement on Schedule 14C
Filed April 26, 2016
Response materials received on May 13, 2016
File No. 000 -53952

Dear Mr. Moe:

 We have reviewed your response materials submitted via facsimile on May 13, 2016
and have the following comment s.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise,  our references to prior comments are to comments in our May 10,
2016 letter.

General

1. Please confirm that you plan to file as correspondence on EDGAR the draft revisions
that you submitted to us via facsimile on May 13, 2016.

Background, Mechanics and R easons for the Consummation of the BRHC Transaction

General

2. We have considered your proposed disclosure in this section in response to prior
comment 2.   We note, in particular, your discussion of various meetings between the
consenting shareholders, cert ain members of your board and Chambers pertaining to
the BRHC Transaction, as well as “regular” advisement of certain stockholders as to
the ongoing nature of negotiations.   We also note that the company prepared and

James Moe
Black Ridge Oil & Gas, Inc.
May 17, 2016
Page 2

 disseminated various summations of the putative terms of the BRHC Transaction to
certain consenting stockholders contemporaneous  with the ongoing negotiations.   In
light of the foregoing, please confirm that the Schedule 14C contains fully
comprehensive disclosures pertaining to the BRHC Transa ction, including your
discussion of various iterations of the transaction documents, materials provided to
consenting shareholders and interactions between the consenting shareholders,
Chambers and the company in connection therewith.   Alternatively, advis e as to why
you believe any such information explicitly omitted or not otherwise presented in the
information statement is not material to the non -consenting shareholders.

You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824 or Lily Dang,
Staff Accountant, at (202) 551 -3867 if you have questions regarding the financial statements
and related matters.  Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473 or, in
his absence, me at (202) 551 -3745 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources