\nNorthern Oil and Gas, Inc. (NYSE: NOG) (the \u201cCompany\u201d or \u201cNOG\u201d) today announced that it has received, as of 5:00 p.m., New York City time, on September 26, 2025 (the \u201cExpiration Time\u201d), tenders from holders of $684,943,000 in aggregate principal amount (excluding tenders through guaranteed delivery procedures), representing approximately 97.14%, of the Company\u2019s 8.125% Senior Notes due 2028 (CUSIP Nos. 665531 AG4 (144A) \/ U66499 AD3 (Reg S) \/ U66499 AE1 (Reg S)) (ISINs US665531AG42 (144A) \/ USU66499AD31 (Reg S) \/ USU66499AE14 (Reg S)) (the \u201cNotes\u201d), in connection with the Company\u2019s previously announced tender offer (the \u201cOffer\u201d), which commenced September 22, 2025 and is described in the Offer to Purchase, dated as of September 22, 2025, and the related Letter of Transmittal and Notice of Guaranteed Delivery (collectively, the \u201cOffer Documents\u201d).<\/p>\n
\nThe Company\u2019s obligation to accept for purchase, and to pay for, any Notes pursuant to the Offer is subject to a number of conditions set forth in the Offer Documents, including the Company\u2019s consummation, on terms and conditions satisfactory to the Company, of the concurrent bond offering announced on September 22, 2025 and the receipt of net proceeds therefrom.<\/p>\n
\nSubject to the satisfaction or waiver of the conditions set forth in the Offer Documents, the settlement date for the Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted for purchase in the Offer, including Notes submitted using the Notice of Guaranteed Delivery, is expected to occur on Wednesday, October 1, 2025 (the \u201cSettlement Date\u201d). Notes validly tendered (and not validly withdrawn) and accepted for purchase will receive total consideration of $1,015 for each $1,000 principal amount of the Notes tendered, plus accrued and unpaid interest up to, but excluding, the Settlement Date for such Notes.<\/p>\n
AVAILABLE DOCUMENTS AND OTHER DETAILS<\/b><\/p>\n
\nIn connection with the Offer, the Company retained Wells Fargo Securities, LLC as the Dealer Manager. Questions regarding the Offer should be directed to Wells Fargo Securities, LLC at liabilitymanagement@wellsfargo.com<\/a>, Attn: Liability Management Group or by calling collect at (704) 410-4820 or toll-free at (866) 309-6316. Requests for copies of the Offer Documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offer, at NOG@dfking.com<\/a> or by calling (800) 207-2872 (toll free) or (212) 931-0841 (banks and brokers only). These documents are also available at www.dfking.com\/NOG<\/a>.<\/p>\n \nNone of the Company, the Dealer Manager, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates made any recommendation as to whether holders should tender any Notes in response to the Offer.<\/p>\n \nThis press release is for information purposes only, and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer was not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.<\/p>\n ABOUT NORTHERN OIL AND GAS<\/b><\/p>\n \nNOG is a real asset company with a primary strategy of acquiring and investing in non-operated minority working and mineral interests in the premier hydrocarbon producing basins within the contiguous United States.<\/p>\n SAFE HARBOR<\/b><\/p>\n \nThis press release contains forward-looking statements regarding future events and the Company\u2019s future results that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements, including, but not limited to, statements regarding the anticipated Settlement Date for the Offer. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as \u201cestimate,\u201d \u201cproject,\u201d \u201cpredict,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201ccontinue,\u201d \u201canticipate,\u201d \u201ctarget,\u201d \u201ccould,\u201d \u201cplan,\u201d \u201cintend,\u201d \u201cseek,\u201d \u201cgoal,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cmay\u201d or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production, sales, market size, collaborations, cash flows, and trends or operating results also constitute such forward-looking statements.<\/p>\n \nForward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company\u2019s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on the Company\u2019s current properties and properties pending acquisition; infrastructure constraints and related factors affecting the Company\u2019s properties; general economic or industry conditions, whether internationally, nationally and\/or in the communities in which the Company conducts business, including any future economic downturn, cost inflation, supply chain disruptions, the impact of continued or further inflation, disruption in the financial markets, changes in the interest rate environment and actions taken by OPEC and other oil producing countries as it pertains to the global supply and demand of, and prices for, crude oil, natural gas and NGLs; ongoing legal disputes over, and potential shutdown of, the Dakota Access Pipeline; the Company\u2019s ability to identify and consummate additional development opportunities and potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from the Company\u2019s acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on the Company\u2019s cash position and levels of indebtedness; changes in the Company\u2019s reserves estimates or the value thereof; disruption to the Company\u2019s business due to acquisitions and other significant transactions; changes in local, state and federal laws, regulations or policies that may affect the Company or the Company\u2019s industry (such as the effects of tax law changes, and changes in environmental, health and safety regulation and regulations addressing climate change, and trade policy and tariffs); conditions of the securities markets; risks associated with the Company\u2019s 3.625% convertible senior notes due 2029 (the \u201cConvertible Notes\u201d), including the potential impact that the Convertible Notes may have on the Company\u2019s financial position and liquidity, potential dilution, and that provisions of the Convertible Notes could delay or prevent a beneficial takeover of the Company; the potential impact of the capped call transactions undertaken in tandem with the Convertible Notes issuances, including counterparty risk; increasing attention to environmental, social and governance matters; the Company\u2019s ability to raise or access capital on acceptable terms; cyber-incidents could have a material adverse effect on the Company\u2019s business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond the Company\u2019s control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions; and other economic, competitive, governmental, regulatory and technical factors affecting the Company\u2019s operations, products and prices.<\/p>\n \nThe Company has based any forward-looking statements on its current expectations and assumptions about future events. While the Company\u2019s management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company\u2019s control. Accordingly, results actually achieved may differ materially from expected results described in these statements. Forward-looking statements speak only as of the date they are made. You should consider carefully the statements under the heading \u201cRisk Factors\u201d in the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2024, as updated by the Company\u2019s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, other than as may be required by applicable law or regulation.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250928873076\/en\/<\/a><\/span><\/p>\n \nEvelyn Leon Infurna KEYWORDS:<\/b> United States North America Minnesota<\/p>\n INDUSTRY KEYWORDS:<\/b> Energy Natural Resources Mining\/Minerals Oil\/Gas<\/p>\n<\/p>\n
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Vice President of Investor Relations
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(952) 476-9800
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ir@noginc.com<\/a><\/p>\n
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