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Northern Oil & Gas (NYSE: NOG) enters Canada with CA$350M Duvernay deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. agreed to acquire a 25% undivided non‑operated interest in Light‑Oil Duvernay assets from Parallax for an initial unadjusted purchase price of CA$350 million (~US$259 million). The price includes CA$237 million in cash and CA$113 million in NOG common stock, plus potential contingent consideration of CA$25 million based on future oil prices.

The assets add about 4,000 Boe per day of net production and roughly 75,000 acres, with operating costs expected below $7.50 per Boe. NOG now guides 2026 production to 143,000–148,000 Boe per day with higher oil volumes, while keeping its total 2026 capital budget at $850–$900 million.

Positive

  • Strategic expansion with low-cost barrels: NOG’s CA$350 million Light‑Oil Duvernay acquisition adds ~4,000 Boe/day of net production and over 500 gross locations with expected operating costs below $7.50 per Boe, while 2026 capex guidance stays at $850–$900 million despite higher production.

Negative

  • Increased exposure and contingent obligations: The transaction adds US$40–$45 million of 2026 and US$45–$50 million of 2027 capital on the new assets and includes up to CA$25 million in additional contingent consideration tied to oil prices, increasing forward spending commitments and price sensitivity.

Insights

NOG makes a sizable, low-cost Canadian oil acquisition that modestly lifts 2026 production guidance.

NOG is buying a 25% non‑operated stake in Light‑Oil Duvernay assets for an initial CA$350 million, funded with CA$113 million in stock and the rest from cash, free cash flow and its revolver. The deal adds 4,000 Boe per day and over 500 gross drilling locations.

The company expects operating costs on these assets below $7.50 per Boe and plans US$40–$45 million of capital in 2026 and US$45–$50 million in 2027. There is also up to CA$25 million in contingent consideration payable in cash or stock if average oil prices meet specified levels through 2027.

Pro forma for the acquisition, 2026 production guidance increases to 143,000–148,000 Boe per day with higher oil volumes, while total capital guidance remains $850–$900 million. Actual value creation will depend on well performance, development under the Joint Development Agreement and realized commodity prices over 2026–2027.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Initial purchase price CA$350 million (~US$259 million) Light-Oil Duvernay acquisition consideration, unadjusted
Cash consideration CA$237 million Portion of initial purchase price paid in cash
Stock consideration CA$113 million Value of NOG common stock issued to seller at closing
Contingent consideration CA$25 million (~US$18.5 million) Additional payment in 2028 if oil price conditions are met
Net production acquired ~4,000 Boe per day Production from Duvernay assets net to NOG
Acreage acquired ~75,000 acres Light-Oil Duvernay Shale position
2026 production guidance 143,000–148,000 Boe/day Revised FY2026 annual guidance after acquisition
2026 capex on new assets US$40–$45 million Expected capital expenditures on acquired assets post-closing in 2026
Contingent Consideration Agreement financial
"the Company and Seller will also enter into a Contingent Consideration Agreement"
Light-Oil Duvernay Shale technical
"75,000 acres in the Light-Oil Duvernay Shale at an initial unadjusted purchase price"
non-operated interest financial
"The Assets are comprised of an undivided non-operated interest which includes, net to NOG"
An ownership stake in an oil, gas, or mining project where the holder shares in revenues and costs but is not the company that runs day-to-day operations; the operating company makes decisions and manages activity. Investors care because it provides a way to earn returns without managing the asset, but it also limits control and exposes holders to the operator’s decisions, cost overruns, and operational risks—like owning a condo unit managed by a separate property manager.
Joint Development Agreement financial
"NOG participating in development pursuant to a long-term Joint Development Agreement"
A joint development agreement is a contract where two or more companies agree to share resources, costs and expertise to create a product, technology or process together. For investors it signals how firms will split risks, expenses and potential rewards—like two neighbors pooling tools and money to build a shared garage—so it can affect future revenue, cash needs, timelines and the value of each partner’s investment.
shelf registration statement regulatory
"prepare and file with the Securities and Exchange Commission a shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
revolving credit facility financial
"with the remaining consideration sourced from cash on hand, operating free cash flow and borrowings under NOG’s revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

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FAQ

What assets is Northern Oil and Gas (NOG) acquiring from Parallax in Canada?
NOG is acquiring a 25% undivided non-operated interest in Light-Oil Duvernay assets from Parallax. The package adds about 4,000 Boe per day of net production, roughly 75,000 acres and more than 500 gross drilling locations under a long-term Joint Development Agreement.

How much is Northern Oil and Gas (NOG) paying for the Duvernay acquisition?
The initial unadjusted purchase price is CA$350 million (~US$259 million). It consists of CA$237 million in cash and CA$113 million in NOG common stock, plus potential contingent consideration of CA$25 million if certain average oil price thresholds are achieved through the end of 2027.

How will Northern Oil and Gas (NOG) fund the Duvernay acquisition?
NOG will fund CA$113 million of the purchase price with newly issued common stock to the seller. The remaining consideration will come from cash on hand, operating free cash flow and borrowings under NOG’s revolving credit facility, according to the company’s disclosure.

What is the contingent consideration in NOG’s Parallax transaction?
NOG may owe up to CA$25 million (~US$18.5 million) in contingent consideration. This amount becomes payable in the first quarter of 2028 if specified average NYMEX WTI oil prices are achieved through December 31, 2027, and can be settled in cash or NOG common stock.

How does the Duvernay acquisition change NOG’s 2026 production guidance?
Pro forma for the Duvernay acquisition, NOG now guides 2026 production to 143,000–148,000 Boe per day. Prior low-activity guidance was 139,000–143,000 Boe per day. Oil volumes also increase, while the total 2026 capital budget remains unchanged at $850–$900 million.

What operating costs does NOG expect for the acquired Duvernay assets?
NOG expects operating costs for the acquired assets to be less than $7.50 per Boe. This is below NOG’s corporate average, suggesting comparatively efficient operations on the Duvernay properties, which management describes as high-quality, low-cost and long-life inventory.

When is Northern Oil and Gas (NOG) expected to close the Parallax acquisition?
The effective date of the transaction is April 1, 2026. NOG expects to close the acquisition in the late second quarter of 2026, subject to customary closing conditions specified in the purchase and sale agreement between NOG’s subsidiary and Parallax.
NORTHERN OIL & GAS, INC. false 0001104485 0001104485 2026-05-22 2026-05-22
 
 

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): May 22, 2026

 

 

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33999   95-3848122

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4350 Baker Road, Suite 400

Minnetonka, Minnesota

   55343
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (952) 476-9800

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.001   NOG   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry Into a Material Definitive Agreement.

On May 22, 2026, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), entered into an asset purchase and sale agreement (the “PSA”) among Parallax Energy Operating Inc., a corporation existing under the laws of the Province of Alberta (“Seller”), NOG Energy Canada, Ltd., a corporation existing under the laws of the Province of Alberta and a wholly owned subsidiary of the Company (“Purchaser”), and, for certain limited purposes, the Company pursuant to which Purchaser agreed to acquire from Seller (the “Parallax Acquisition”) certain oil and gas properties, interests and related assets (the “Assets”) for an unadjusted aggregate purchase price of CA$237.0 million in cash (the “Cash Consideration”), plus a number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate dollar value equal to the United States dollar equivalent (as of the business day immediately preceding closing of the Parallax Acquisition (the “Closing”)) of CA$113.0 million based on a per share value calculated in accordance with the PSA (such shares, the “Stock Consideration”), subject to certain customary purchase price adjustments. Pursuant to the PSA, at Closing, the Company and Seller will also enter into a Contingent Consideration Agreement (as defined in the PSA) pursuant to which the Company may owe additional contingent consideration of CA$25.0 million (“the “Contingent Consideration”) if the arithmetic average of the daily settlement price for the NYMEX WTI crude oil prompt month contract exceeds a specified price from April 1, 2026 through December 31, 2027. If the Contingent Consideration becomes due and payable by the Company to Parallax, the Company may elect, subject to certain limitations, to satisfy all or a portion of such Contingent Consideration in Common Stock of the Company, with any remainder payable in cash. Pursuant to the PSA, on the execution date thereof, Purchaser deposited CA$37.5 million (the “Acquisition Deposit”) into an escrow account, which will be credited toward the Cash Consideration payable at the Closing. If the PSA is terminated in accordance with its terms and conditions, the Acquisition Deposit will be disbursed to Purchaser or Seller as provided in the PSA. The PSA contains customary representations and warranties, covenants and indemnification provisions and has an effective date of April 1, 2026.

The obligations of the parties to complete the transactions contemplated by the PSA are subject to the satisfaction or waiver of customary closing conditions set forth in the PSA.

Pursuant to the PSA, in connection with the Closing, the Company will enter into a registration rights agreement (the “Registration Rights Agreement”) with Seller pursuant to which the Company will agree to prepare and file with the Securities and Exchange Commission (the “SEC”) a shelf registration statement, or a prospectus supplement to an existing registration statement, on Form S-3ASR, covering the resale of the Stock Consideration no later than the later to occur of (x) the first business day following the Closing and (y) three business days after receipt of a completed customary questionnaire from Seller (subject to certain conditions and exceptions). The form of the Registration Rights Agreement is attached to the PSA as Schedule H thereto.

The foregoing description of the PSA, including the Form of Registration Rights Agreement which is attached as Schedule H thereto, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the PSA, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

The PSA has been included with this Current Report on Form 8-K (this “Report”) to provide investors and security holders with information regarding the terms of the transactions contemplated therein. It is not intended to provide any other factual information about the Company, Purchaser, Seller or the Assets. The representations, warranties, covenants and agreements contained in the PSA, which are made only for purposes of the PSA and as of specific dates, are solely for the benefit of the parties to the PSA, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the PSA instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Company security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Purchaser, Seller or the Assets. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the PSA, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

 

Item 3.02

Unregistered Sales of Equity Securities.

The description set forth under Item 1.01 above of the issuance of the Stock Consideration pursuant to the PSA and the terms thereof is incorporated herein by reference. The Stock Consideration will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. The information contained in this Report is not an offer to sell or the solicitation of an offer to buy any securities of the Company.

 

Item 7.01

Regulation FD Disclosure.

On May 26. 2026, the Company issued a press release regarding the Parallax Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished in this Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number		   

Description

2.1*    Asset Purchase and Sale Agreement, dated May 22, 2026, among Parallax Energy Operating Inc., NOG Energy Canada, Ltd. and, for certain limited purposes, Northern Oil and Gas, Inc.
99.1    Press Release, dated May 26, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. Certain personally identifiable information has also been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

 

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.

 

NORTHERN OIL AND GAS, INC.
By:  

/s/ Erik J. Romslo

  Erik J. Romslo
  Chief Legal Officer and Secretary

Dated: May 26, 2026

Exhibit 99.1

NOG Announces Strategic Entry into Canada with Light Oil Duvernay Acquisition; Takes 25% Undivided Stake in Assets with Long-Term Joint Development Agreement

HIGHLIGHTS

 

  •  

NOG makes strategic entry into Canada with inventory-rich light oil acquisition in the Duvernay Shale for a CA$350 million (~US$259 million) initial unadjusted purchase price

 

  •  

Operated ‘buy-down’ acquisition of a 25% non-operated stake in light oil producing properties with significant undeveloped inventory in Alberta, Canada in the Duvernay East Shale Basin operated by Parallax Energy Operating Inc. (the “Assets”), a portfolio company of investment funds managed by Carnelian Energy Capital Management, L.P.

 

  •  

Sellers to receive NOG common stock at closing as a portion of the consideration, with ~CA$113 million (~US$83.5 million) paid in NOG common stock and the remainder paid in cash

 

  •  

~4,000 Boe per day of production expected in full year 2027 (2-stream, ~80% light oil)

 

  •  

75,000 net acres with ~20 years of inventory and average breakevens below $50 WTI; ~ 500 gross locations, an estimated ~US$0.6 million per net location

 

  •  

Entered into long-term Joint Development Agreement inclusive of Area-of-Mutual-Interest

 

  •  

Self-funding asset with significant free cash flow, expected to be leverage neutral, leverage accretive long term

 

  •  

Purchase price transaction multiple of expected NTM (as of Effective Date) unhedged cash flow from operations of <3.0x

 

  •  

Accretive to material valuation metrics, including TEV / EBITDA, earnings per share, free cash flow and cash flow per share over a multi-year period

 

  •  

Company providing updated 2026 Annual Guidance

Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG”) today announced that it has agreed to purchase an undivided 25% interest in the Light-Oil Duvernay Assets owned and operated by Parallax Energy Operating Inc. (“Parallax” or the “Seller”).

MANAGEMENT COMMENTS

“Quality oil inventory is becoming increasingly scarce, and NOG’s scaled non-operated model positions us to access opportunities that most in our sector cannot. Our ability to structure creative, accretive transactions with best-in-class operators is what sets NOG apart. The Duvernay is one of North America’s premier light oil resources — high-quality, low-cost, long-life inventory with meaningful upside that remains largely untapped. Parallax is led by a team with a demonstrated track record of developing Duvernay assets, backed by Carnelian Energy Capital, one of North America’s leading energy investors. The decision to incorporate equity consideration aligns mutual interests while enhancing our per-share metrics and balance sheet. This transaction is the result of disciplined evaluation of the meaningful opportunities we see in Canada, and a direct reflection of our ability to identify and convert high-quality assets into long-term value for shareholders.”

LIGHT-OIL DUVERNAY ACQUISITION

The Assets are comprised of an undivided non-operated interest which includes, net to NOG, ~4,000 Boe per day of production and ~75,000 acres in the Light-Oil Duvernay Shale at an initial unadjusted purchase price of CA$350 million (~US$259 million), subject to typical closing adjustments. The initial unadjusted purchase price will be funded with CA$113 million (~US$83.5) million of NOG common stock issued to the Seller at closing, with the remaining consideration sourced from cash on hand, operating free cash flow and borrowings under NOG’s revolving credit facility.

In addition, NOG has agreed to additional contingent consideration of CA$25 million (~US$18.5 million), payable in cash or common stock (at NOG’s election) in the first quarter of 2028 if certain average oil prices are achieved through the end of 2027.

The acquired Assets include over 500 gross high-quality, low breakeven locations. Substantially all the Assets are operated by Parallax, with NOG participating in development pursuant to a long-term Joint Development Agreement with multi-year drilling commitments entered into in connection with the acquisition.

NOG expects average production for the properties for full year 2027 of ~4,000 Boe per day (2-stream, ~80% oil). Operating costs are expected to be less than $7.50 per Boe/d, below NOG’s corporate average. NOG expects to incur up to US$40—$45 million in capital expenditures on the assets post-closing in 2026, and US$45—$50 million in 2027.

In connection with the transaction, NOG intends to enter into derivatives transactions to hedge currency fluctuations related to operating costs on a multi-year basis.

Depending on market conditions, NOG may also repurchase a portion of the stock consideration in the open market.

The effective date for the transaction is April 1, 2026, and NOG expects to close the transaction late in the second quarter of 2026. As part of the transaction, NOG has formed a wholly-owned Canadian subsidiary, NOG Energy Canada, Ltd.

ADVISORS

Citigroup Global Markets acted as exclusive advisor to NOG on the transaction. Kirkland & Ellis LLP and Blakes, Cassels & Graydon LLP are serving as Northern’s legal advisors.

National Bank Capital Markets and RBC Capital Markets acted as financial advisors to Parallax on the transaction. Stikeman Elliot LLP served as Parallax’s legal advisor.

UPDATED COMPANY GUIDANCE

NOG is providing updated company guidance proforma for the light-oil Duvernay acquisition in line with the “high-end” of the former low activity range; consistent with commentary on our first quarter 2026 earnings call.

 

     Prior FY2026 Low
Activity Guidance		      Revised FY2026
Annual Guidance		  

Annual Production (2-stream, Boe/day)

      139,000 – 143,000        143,000 – 148,000  

Annual Oil Production

      68,000 – 72,000        71,500 – 73,500  

Net Wells Turned — in- Line (TILs)

      68.0 – 72.0        74.0 – 76.0  

Total Budgeted Capital Expenditures ($MM)

      $850 – $900        $850 – $900  

LOE/Production Expenses (per Boe)

      $9.65 - $10.10        $9.70 - $9.90  

Cash G&A (ex-transaction costs) (per Boe)

      $0.81 - $0.86        $0.83 - $0.86  

Non-Cash G&A (per Boe)

      $0.25 - $0.30        $0.25 - $0.30  

Production Taxes (as a % of Oil & Gas Sales)

      7% - 8%        7.5% – 8.0%  

Oil Differential to NYMEX WTI (per Bbl)

      ($5.35) – ($6.00)        ($5.25 - $5.60)  

Gas Realization as a % of Henry Hub/MCF

      70% - 75%        70.0% – 72.5%  

DD&A Rate per BOE

      $15.00 – $16.00        $15.00 - $15.50  

Updates to guidance are comprised of:

 

  •  

As described on Q1 call, stand-alone oil production update consistent with “high-end of the low case” from prior guidance

 

  •  

Gas volume increase driven by better well performance and timing

 

  •  

Minor contribution from pending Duvernay acquisition (late 2Q assumed closing)

 

  •  

Capital expenditures, even inclusive of Duvernay transaction, remain unchanged, driven primarily by cost efficiencies

 

  •  

LOE guidance updated toward low end of previous guidance

 

  •  

Material improvement to oil differentials for the year, driven primarily by Williston pricing

 

  •  

Overall gas differentials slightly lower, driven by Waha, mostly offset by Appalachian NGL pricing

ABOUT NOG

Northern Oil and Gas (NOG) is the largest publicly traded dedicated non-operator in the United States, built on a differentiated strategy of acquiring non-operated minority working interests and mineral rights across the premier basins of North America. By combining deep industry relationships with disciplined capital allocation, NOG has built a scaled, diversified portfolio that generates durable production and strong cash flow for its shareholders. More information about NOG can be found at www.noginc.com.

ABOUT PARALLAX ENERGY OPERATING INC.

Parallax Energy Operating Inc., an independent oil and natural gas company based in Calgary, Alberta, formed in partnership with funds managed by Carnelian Energy Capital Management, L.P., is focused on leasing, developing and operating oil and gas properties throughout Western Canada. For more information, please visit www.parallaxenergy.ca.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts included in this release regarding NOG’s financial position, common stock dividends, including any increases

thereto, business strategy, plans and objectives of management for future operations and industry conditions are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” 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 sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond NOG’s 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 NOG’s properties and properties pending acquisition, the effects of the COVID-19 pandemic and related economic slowdown, NOG’s ability to acquire additional development opportunities, changes in NOG’s reserves estimates or the value thereof, general economic or industry conditions, nationally and/or in the communities in which NOG conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, NOG’s ability to consummate any pending acquisition transactions (including the transactions described herein), other risks and uncertainties related to the closing of pending acquisition transactions (including the transactions described herein), NOG’s ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting NOG’s operations, products, services and prices.

NOG has based these forward-looking statements on its current expectations and assumptions about future events. While 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 NOG’s control. NOG does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

Evelyn Leon Infurna

Vice President, Investor Relations

(952) 476-9800

ir@noginc.com

Source: View Original Filing on SEC EDGAR

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