Filed Pursuant to Rule 424(b)(3) Registration No. 333-156115 PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED DECEMBER 24, 2008 ENERJEX RESOURCES, INC. 1,000,000 SHARES OF COMMON STOCK (par value $0.001 per share) _______________________________________ This Prospectus Supplement relates to the resale of up to 1,000,000 shares of Common Stock, par value $0.001 per share, of EnerJex Resources, Inc. ("EnerJex"). These shares may be offered or sold by the selling stockholder identified on page 77 of the Prospectus dated December 24, 2008 (the "Base Prospectus") in the manner provided in the Base Prospectus. See "Plan of Distribution" in the Base Prospectus. EnerJex will not receive any proceeds from such transactions. See "Risk Factors" on page 11 of the Base Prospectus for certain considerations relevant to an 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 SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________________________________ This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus dated December 24, 2008 (the "Prospectus"). EnerJex has agreed to indemnify the selling stockholder against certain liabilities, including liabilities under the Securities Act of 1933. Capitalized terms used in this Prospectus Supplement and not otherwise defined have the same meanings as in the Prospectus. The date of this Prospectus Supplement is January 16, 2009.
RECENT DEVELOPMENTS Termination of Material Contract. Attached hereto is an 8-K filed by EnerJex on January 16, 2009 to report the termination of the Amended and Restated Well Development Agreement and Option for "Gas City Property" dated August 10, 2007 between EnerJex and Euramerica Energy Inc. S-1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 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) January 16, 2009 a. ENERJEX RESOURCES, INC. - -------------------------------------------------------------------------------- (Name of small business issuer in its charter) Nevada 000-30234 88-0422242 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) entification No.) 27 Corporate Woods, Suite 350 10975 Grandview Drive Overland Park, KS 66210 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (913) 754-7754 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: 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 1.02 Termination of a Material Definitive Agreement On January 16, 2009, the Registrant issued a press release announcing that Euramerica Energy Inc. ("Euramerica") failed to fully fund by January 15, 2009 both the balance of the purchase price and the S-2
remaining development capital owed under the Amended and Restated Well Development Agreement and Option for "Gas City Property" between the Registrant and Euramerica dated August 10, 2007. Therefore, Euramerica has forfeited all of its interest in the property, including all interests in any wells, improvements or assets, and all of Euramerica's interest in the property reverts back to EnerJex Kansas, Inc., formerly known as Midwest Energy, Inc. a wholly owned subsidiary of the Registrant. In addition, all operating agreements between the Registrant and Euramerica relating to the Gas City Project are null and void. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release dated January 16, 2009 S-3
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. ENERJEX RESOURCES, INC. By: /s/ C. Stephen Cochennet --------------------------------- C. Stephen Cochennet, Chief Executive Officer Date: January 16, 2009 S-4
FOR IMMEDIATE RELEASE ENERJEX RESOURCES RETAINS RIGHTS TO GAS CITY PROJECT OVERLAND PARK, KAN. (January 16, 2009) - EnerJex Resources, Inc. (OTCBB: ENRJ.OB) today reported that it will retain ownership of the Gas City Project in Allen County, KS. Euramerica Energy Inc. ("Euramerica") had previously held an option to purchase and develop 6,600 acres of the approximately 7,500 acre property. Euramerica failed to fully fund by January 15, 2009 both the balance of the purchase price and the remaining development capital owed under the Amended and Restated Well Development Agreement and Option for "Gas City Property" between the Registrant and Euramerica. Therefore, Euramerica has forfeited all of its interest in the property, including all interests in any wells, improvements or assets, and all of Euramerica's interest in the property reverts back to EnerJex Kansas, Inc., formerly known as Midwest Energy, Inc, a wholly owned subsidiary of the Registrant. In addition, all operating agreements between the Registrant and Euramerica relating to the Gas City Project are null and void. EnerJex CEO, Steve Cochennet, commented, "With the expiration of the Euramerica option we will begin to evaluate other alternatives toward the development or disposition of this asset." About EnerJex Resources, Inc. EnerJex is an oil and natural gas acquisition, exploration and development company. EnerJex's principal strategy is to focus on the acquisition of oil and natural gas mineral leases that have existing production and cash flow. Once such leases are acquired, EnerJex implements an accelerated development program utilizing capital resources, a regional operating focus, an experienced management and technical team, and enhanced recovery technologies to attempt to increase production and increase returns for its stockholders. EnerJex's oil and natural gas acquisition and development activities are currently focused in Eastern Kansas. More information on EnerJex and its operations can be found on its website: www.EnerJexResources.com. Forward-Looking Statement The statements in this press release regarding the operational successes, including the BOEPD from EnerJex wells, number of current and anticipated wells, well success rate, current operations, future outlook, and any other effects resulting from any of the above forward-looking statements involve risks S-5
and uncertainties. Such risks and uncertainties, include, but are not limited to: the continued production of oil in light of declining economic conditions and commodity prices; costs of operations and development; delays, and any other difficulties related to producing oil; rig availability; price of oil; exploitation and exploration successes; potential day to day fluctuations for a number of reasons, including weather, equipment failure, and normal operating cycles; marketing and sales of produced minerals; risks and effects of legal and administrative proceedings and governmental regulation; actions taken and to be taken by the government as a result of political and economic conditions; future financial and operational results; competition; general economic, market or business conditions; and the ability to manage and continue growth. Although EnerJex believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Important factors that could cause actual results to differ materially from the forward-looking statements EnerJex makes in this news release include market conditions and those set forth in reports or documents EnerJex files from time to time with the Securities and Exchange Commission (SEC). EnerJex undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. ### For further information contact: Dede Jones, Chief Financial Officer EnerJex Resources, Inc. 913-754-7754 or djones@enerjexresources.com S-6