Market Overview

Northern Oil and Gas, Inc. Announces the Largest Acquisition in the Company's History and Preliminary Second Quarter 2018 Production in Excess of 21,000 Boe per day


Northern Oil and Gas, Inc. (NYSE:NOG) announced today that it
has entered into a definitive agreement with W Energy Partners for the
largest acquisition in Northern's history. At closing, the acquisition
will represent approximately 6,750 barrels of oil equivalent (Boe) per
day of production and 10,600 net acres in the core of the Williston
Basin. Total consideration at closing will consist of $100 million in
cash (subject to customary adjustments) and 56.37 million shares of
Northern common stock, which will be subject to an equity lock-up

In addition, Northern is pre-announcing preliminary second quarter 2018
average production of over 21,000 Boe per day, which is substantially
above consensus expectations.


  • The W Energy assets are expected to produce approximately 6,750 Boe
    per day at closing, will add 10,600 net acres in the core of the
    Williston Basin, and will be meaningfully accretive on a cash flow and
    earnings basis
  • The W Energy acquisition, combined with the recently announced Pivotal
    acquisition, upon closing, will allow Northern to generate significant
    free cash flow and substantially reduce leverage
  • Northern's preliminary estimate of production in the second quarter of
    2018 exceeded expectations, increasing 52% year-over-year and nearly
    17% sequentially to average approximately 21,045 Boe per day in the
    second quarter
  • Northern expects to exit 2018 generating substantial free cash flow
    and expects to have approximately $100 million of cash on hand at year


"The W Energy acquisition will add robust drilling inventory under some
of the best acreage in the Williston Basin," commented Northern's
founder and President, Mike Reger. "This asset fits perfectly with
Northern's existing core leasehold and drilling inventory and is highly
complementary to our recently announced Pivotal acquisition. With
significant excess cash flow from these acquisitions, we are in a
position to further our strategy as the natural consolidator of
non-operated working interests in the Williston Basin."

"Based on our preliminary estimates, production from our existing assets
in the second quarter exceeded our expectations, driven primarily by
outstanding organic well performance and a little less than a month of
contribution from our recently closed Salt Creek acquisition," commented
Northern's Chief Executive Officer, Brandon Elliott. "Upon the closing
of both the Pivotal and W Energy acquisitions, we will be generating
significant free cash flow along with below-peer leverage ratios. We
look forward to welcoming Crestview Partners as another new, long-term


Northern has entered into a definitive purchase agreement with an
affiliate of W Energy Partners, a portfolio company of Crestview
Partners. The assets to be acquired comprise 10,600 acres and, at
closing, an estimated 6,750 Boe per day of production. The acquisition
is expected to generate approximately $95 million in cash flow in 2019,
with an estimated 2019 base capital plan of approximately $42 million,
representing a 17% free cash flow yield based upon purchase price. Total
consideration at closing will consist of $100 million in cash (subject
to customary adjustments) and 56.37 million shares of Northern common
stock. The shares will be subject to a limited lock-up over a 13-month
post-closing period, which includes a mechanism for additional
consideration if Northern's stock trades below certain price targets.
The acquisition is expected to close in approximately 60 days, with an
effective date of July 1, 2018.


Faegre Baker Daniels LLP acted as legal counsel for Northern. W Energy
was advised on the sale process by RBC Richardson Barr with Vinson &
Elkins LLP as legal counsel.


The foregoing preliminary unaudited financial and operating information,
including production, net acres and estimated benefits of pending
acquisitions, is based upon estimates and subject to completion of our
financial closing procedures and external audit and interim review
processes. Such financial information has been prepared by management
solely on the basis of currently available information. The preliminary
unaudited information does not represent and is not a substitute for a
comprehensive statement of financial and operating results, and our
actual results may differ materially from these estimates because of
final adjustments, the completion of our financial closing procedures,
and other developments after the date of this release.


Northern Oil and Gas, Inc. is an exploration and production company with
a core area of focus in the Williston Basin Bakken and Three Forks play
in North Dakota and Montana.

More information about Northern Oil and Gas, Inc. can be found at


Founded in 2004, Crestview Partners is a value-oriented private equity
firm. The firm is based in New York and manages funds with over $7
billion of aggregate capital commitments. Crestview primarily focuses on
specialty areas including energy, media, industrials and financial
services. Within energy, Crestview is an active investor in the E&P
sector, in addition to the oilfield services and midstream spaces.


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 Northern's preliminary financial condition and results of
operations, business strategy, plans and objectives of management for
future operations, industry conditions, indebtedness covenant
compliance, timing and benefits of pending acquisitions, and related
issuances of common stock 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 production and 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 Northern's control) that
could cause actual results to differ materially from those set forth in
the forward-looking statements, including the following: risks related
to our final closing procedures, the completion of the transactions
contemplated by the definitive agreement described above, changes in
crude oil and natural gas prices, the pace of drilling and completions
activity on Northern's current properties and properties pending
acquisition, Northern's ability to acquire additional development
opportunities, changes in Northern's reserves estimates or the value
thereof, general economic or industry conditions, nationally and/or in
the communities in which Northern conducts business, changes in the
interest rate environment, legislation or regulatory requirements,
conditions of the securities markets, Northern'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 Northern's operations, products, services
and prices. Additional information concerning potential factors that
could affect future financial results is included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2017, as updated
from time to time in amendments and subsequent reports filed with the

Northern 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 Northern's
control. Northern does not undertake any duty to update or revise any
forward-looking statements, except as may be required by the federal
securities laws.

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