NORTHERN OIL & GAS, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The description of the Second Amendment set forth under "Introductory Note" above is incorporated herein by reference. The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified by, the full text thereof, which is filed as Exhibit 2.3 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description of the MPDC Acquisition set forth under "Introductory Note"
above is incorporated herein by reference. The material terms of the PSA were
previously disclosed in Item 1.01 of the Company's Current Report on Form 8-K
filed on October 19, 2022, which is incorporated herein by reference. The
description of the Final PSA included or incorporated by reference in this
Current Report on Form 8-K is qualified in its entirety by reference to the full
text of the PSA and the amendments thereto, which are filed as Exhibits 2.1, 2.2
and 2.3 hereto, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 9, 2023, the Company issued a press release regarding the consummation of the MPDC Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  Exhibit Number                                          Description
             2.1         Purchase and Sale Agreement between Northern Oil 

and Gas, Inc., Midland-Petro

D.C. Partners, LLC, and Collegiate Midstream LLC, 

dated as of October 18, 2022

                         (incorporated by reference to Exhibit 2.1 to 

Northern Oil and Gas, Inc.'s

                         Current Report on Form 8-K filed with the SEC on 

October 19, 2022).*

             2.2         First Amendment to Purchase and Sale Agreement 

between Northern Oil and Gas,

                         Inc., Midland-Petro D.C. Partners, LLC, and 

Collegiate Midstream LLC, dated as

                         of December 13, 2022.*
             2.3         Second Amendment to Purchase and Sale Agreement 

between Northern Oil and Gas,

                         Inc., Midland-Petro D.C. Partners, LLC, and 

Collegiate Midstream LLC, dated as

                         of January 5, 2023.*
            99.1         Press release of Northern Oil and Gas, Inc., dated 

January 9, 2023.

               104       The cover page from this Current Report on Form 

8-K, formatted in Inline XBRL.

________________

* Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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