Hyperdynamics Corp (HDYNQ)

[jonesieatl]

8-K for HDY out on 3/7

Borrowing more money from Yorkville.

http://www.sec.gov/Archives/edgar/data/937136/000114036108006191/form8k.htm

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 8, 2008, we filed Form 8-K disclosing that we borrowed money in a financing transaction from YA Global Investments, L.P. (“Yorkville”). On March 3, 2008, as part of the same financing transaction, we borrowed an additional $1,089,474 from Yorkville. The March 3, 2008 loan was the second of three loans contemplated by the financing transaction. We may enter into the third loan later this year. The loans are non-convertible unless we default. The interest rate on the loan is 20%. Yorkville is a “Qualified Institutional Buyer” (also called a “QIB”) as that term is defined in Rule 144A. We had a prior financing arrangement with Yorkville in 2006. We contacted Yorkville on our own initiative to enter into the Transactions.

If we default on a loan(s) repayment, Yorkville may convert the loan into common stock at a conversion price of the lesser of (i) $2.00 or (ii) 70% of the lowest Closing Bid Price of the Common Stock during the 15 consecutive Trading Days prior to the Conversion Date.

In connection with the March 3, 008 funding, we executed a mortgage on our Louisiana oil and gas leases in favor of Yorkville and Yorkville will be filing a UCC-1 financing statement on the assets of our subsidiary, Trendsetter Production Company. The mortgage and the UCC-1 secure the loans we receive from Yorkville.