Northern Oil And Gas, Inc. Announces Pricing Of Upsized Senior Notes Offering

WAYZATA, Minnesota, May 15, 2012 /PRNewswire/ -- Northern Oil and Gas, Inc. (NYSE/AMEX: NOG) (the "Company" or "Northern Oil") today announced that it upsized and priced its private offering to eligible purchasers of 8.0% senior notes due 2020 (the "notes") at an offering price equal to 100% of par. The offering of the notes has been upsized from $250 million to $300 million aggregate principal amount. Northern Oil intends to use the net proceeds of approximately $291.3 million, after deducting initial purchasers' discounts and offering expenses, to repay borrowings outstanding under its revolving credit facility, to fund capital expenditures, and for other general corporate purposes.  The offering is expected to close on May 18, 2012, subject to the satisfaction of customary closing conditions.

The notes are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this press release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  Any offers of the securities will be made only by means of a private offering memorandum.  

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