Northern Oil and Gas : September Acquisition Presentation

NYSE: NOG

Delaware Basin Acquisition - September 2022

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DISCLAIMER

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Forward-Looking Statements

This presentation contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included in this presentation regarding Northern Oil and Gas, Inc.'s ("NOG," "we," "us" or "our") financial position, common stock dividends, business strategy, plans and objectives of management for future operations, industry conditions, capital expenditures, production, cash flow, hedging and other matters are forward-looking statements. When used in this presentation, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "guidance," "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 our company'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; integration and benefits of property acquisitions, or the effects of such acquisitions on NOG's cash position and levels of indebtedness; 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; 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. Additional information concerning potential factors that could affect future financial results is included in the section entitled "Item 1A. Risk Factors" and other sections of NOG's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause NOG's actual results to differ from those set forth in the forward-looking statements.

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. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as may be required by applicable law or regulation, NOG 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.

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DELAWARE BASIN ACQUISITION HIGHLIGHTS

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Delaware Basin Locator Map

Key Statistics



2023

Expected Production: ~3,000-3,500 Boepd (68% oil, 2-stream)



2024

& 2025 Expected Production: >4,000 Boepd

 Wells (Net): 9.6 PDP, 2.8 AFEs & WIPs, ~21.2 Future Locations

 Net Acreage: ~2,800 in Lea and Eddy, NM and Loving, TX

 2023 Expected Cash Flow from Ops: ~$46.5-$54.3MM(1)

 Expected CapEx: ~$32MM annual average over next three years

 Expected Closing Date: December 2022

(1) Unhedged, based on commodity pricing strips as of 9/28/22.

Operators

• Wells primarily operated by Mewbourne, Conoco and EOG

Purchase Price

• $157.5 million cash at closing, subject to typical closing adjustments
• Sliding scale earnout - depends on average front month NYMEX WTI pricing during the first six months of 2023:
• • $0 for average pricing below $75.00/bbl, up to a maximum of $22.5 million for average pricing above $87.85/bbl

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DELAWARE BASIN ACQUISITION HIGHLIGHTS

Producing Assets with Significant Tier-1 Inventory

Deal Highlights

• High quality assets with lower unit costs and higher oil cuts than NOG's corporate average
• • Highly economic, low breakeven inventory in the core zones of the Wolfcamp and Bone Spring
  • • 3 rigs actively drilling on acreage
    • Majority locations are 2-to-3-mile laterals
    • Average breakeven economics for core zones of less than $40.00 per barrel
  • Additional unbooked inventory in the Avalon and lower Wolfcamp zones

Financial Highlights

• Expected to be accretive to key financial metrics over a multi-year period
• Free cash flow positive immediately and throughout period, with near-term growth
• NOG does not anticipate raising 2022 Capital Expenditure guidance for the acquisition

Source: NOG Management projections.

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NOG'S CONSISTENT STRATEGY DELIVERS RESULTS

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NOG Bolts on Steady, Growing Cash Flows and Volumes; Boosts Delaware Basin Presence

Growth Asset with High-Quality Development & Inventory

High Oil Cuts and Lower Unit Costs than NOG's Total Corporate Average

Core Near-Term Development in the Premier Basin of the United States

Simple Cash Financing Boosts Per Share Values

NOG Expects Minimal Effect to Leverage Ratios

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