Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated November 16, 2010
Relating to Registration Statement on Form S-3 Registration No. 333-167049
Northern Oil and Gas, Inc.
November 2010
Northern Oil and Gas, Inc. (NYSE/AMEX: NOG)
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Forward Looking Statements
Statements made by representatives of Northern Oil and Gas, Inc. (“Northern” or the “Company”) during the course of this presentation that are not historical facts are forward-looking statements. These statements are based on certain assumptions and expectations made by the Company which reflect management’s experience, estimates and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or anticipated in the forward-looking statements. These include risks relating to the global financial crisis, our ability to obtain additional capital needed to implement our business plan, minimal operating history, loss of key personnel, lack of business diversification, reliance on strategic, third-party relationships, ability to obtain rights to explore and develop oil and gas reserves, financial performance and results, our indebtedness under our credit facility, prices and demand for gas, oil and natural gas liquids, our ability to replace reserves and efficiently develop our current reserves, our ability to make acquisitions on economically acceptable terms, and other important factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Northern undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events.
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Offering Summary
| Issuer | Northern Oil and Gas, Inc |
| Ticker Symbol | NYSE AMEX: NOG |
| Common Stock Offered (1) | 8.0 Million Shares |
| Gross Proceeds (1)(2) | $153,760,000 |
| Over-allotment Option | 15% of Shares Offered |
| Shares Outstanding (Pre-Offering) | 51.6 Million Shares (3) |
| Shares Outstanding (Post-Offering) (1) | 59.6 Million Shares |
| Use of Proceeds | Continue to pursue acquisition opportunities, to fund their accelerated drilling program, and for working capital purposes |
| Dividend Policy | None |
| Sole Book-Running Manager | Canaccord Genuity |
| Co-Lead Manager | Howard Weil Incorporated |
(1) Excludes potential additional shares and proceeds
associated with over-allotment option.
(2) Assumes offer price of $19.22 per share based
on closing price on November 15, 2010.
(3) As of November 8, 2010.
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Presentation Team
Michael Reger
Chairman & CEO
Ryan Gilbertson
President
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Williston Basin Bakken / Three Forks Focus
Strong Williston Basin Position
Leveraged to the Bakken / Three
Forks Play
Bakken / Three Forks acreage
~122,000 net acres
Participated in 300+ gross
Bakken / Three Forks wells
91 gross (10.7 net) Bakken / Three Forks
wells currently drilling or completing
100% success rate in Bakken / Three Forks
NOG Core Bakken Leasehold: ~122,000 Net Acres
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Key Operating Statistics
Q3 2010 Average Net Production (boe/d)
~2,700
Q3 2010 Exit Rate Production (boe/d)
2011E Average Net Production (boe/d)
~3,400
~6,500
Net Wells Spud (Year-to-Date)
~23.68
Net Wells Spud (FY 2010E)
Net Wells Spud (FY 2011E)
2 Net Bakken Wells Available for Drilling:
2 Net Three Forks Wells Available for Drilling:
Total Williston Basin Drilling Exposure:
~25.00
~36.00
320 acre spacing = 380 net wells
320 acre spacing = 380 net wells
760 NET WELLS
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Strategy – Keep It Simple
Maximize Bakken/Three Forks exposure as Non-Operator
Extensive leasehold in Mountrail County, ND
Substantial permitting activity on NOG’s acreage
Continue to partner with experienced operators
Acquire opportunistic acreage and production
Acquired ~38,800 net acres year-to-date
Average price per acre: ~$1,086
Maintain financial flexibility and strong balance sheet
$100 million undrawn credit facility - $25 million borrowing base
No Debt
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Bakken Shale Activity
Favorable developments in the Bakken
North Dakota rig count is at all-time highs: ~ 157 rigs
Three Forks productivity delineating rapidly throughout the field
Completion techniques evolving rapidly (super-fracs widely used)
Source: NDIC Department of Minerals
North Dakota Average Monthly Rig Count
0
20
40
60
80
100
120
140
160
Jan-10
Feb-10
Mar-10
Apr-10
May-10
Jun-10
Jul-10
Aug-10
Sep-10
Oct-10
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Record drilling activity has significantly intensified the pace of development
NOG’s number of net wells drilling, awaiting completion, or completing
continues to grow:
10.7 net wells as of November 5th, 2010
7.2 net wells as of August 9th, 2010
5.7 net wells as of May 6th, 2010
3.8 net wells as of April 12th, 2010
80% of acreage acquired by NOG in Q3 2010 is currently producing,
completing, or drilling
North Dakota - NOG is currently participating in 91 gross wells drilling or
completing (North Dakota rig count: ~ 157 rigs)
Northern’s Bakken Activity
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Strong Northern Results
23.68 net wells have been spud year to date
Drilling guidance increased to 25 net wells by YE 2010
Production increased 45% sequentially in Q3 2010
Production: 96% oil weighted
Oil Hedges (Swaps) in place through June 2012
Total Hedges: 1,347,000 barrels @ ~$81
~30% of 2011 volume hedged
100% success rate in the Bakken/Three Forks play
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Net wells spud:
36
Average production:
6,500 BOE per day
Average estimated well cost:
$6.3 million
Drilling capital plan:
$227 million
Acreage capital plan:
Remain opportunistic
2011 Guidance
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Northern’s Continued Execution
Cumulative Net Wells Producing & Spud
Average Quarterly Production (BOEPD)
Source: Company Filings
0
2
4
6
8
10
12
14
16
18
20
22
1Q08
2Q08
3Q08
4Q08
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
0
500
1,000
1,500
2,000
2,500
3,000
1Q08
2Q08
3Q08
4Q08
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
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Non-Operator Model
Majority interest owner can permit a well on standard spacing without protest
Minority interest owners pooled into pro-rata share of well / drilling unit
Minority interest owner can permit well with support of other minority owners
Majority Interest (Operator)
75% (480 acres)
Minority Interest
(Non-Operator)
25% (160 acres)
640 Acre Section (Drilling Unit)
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Non-Operator Model Continued
Low cost producer
Pay only direct drilling, development and operating costs of wells
Not responsible for many other operator costs
G&G
R&D
Seismic
Illustrative Transaction Timeline (1)
Legal / accounting for production
Engineering
Large operator staff not required
Benefits
Complete well
North Dakota Industrial
Commission issues
permit to drill Bakken
well
Receive authority for
expenditure (“AFE”)
Elect to participate / not
participate in AFE
Spud well / Make
payment to operator
based on AFE estimate
Receive first payment
from operator 60 days
after completion
Day 0
Day 120
Day 90
Day 60
Day 30
Day 180
(1) Transaction timeline can be shorter or longer depending primarily on factors affecting the successful drilling and completion of a well that are both within and beyond the operator’s control.
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High-Quality Bakken Operators
OTHERS
Northern Operating Partners (% of Gross Wells)
Risk Diversification + Technology Transfer
8%
2%
4%
3%
27%
15%
15%
6%
5%
2%
13%
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Investment Highlights
Large Core Bakken / Three Forks Acreage Position With
Significant Drilling Inventory
Numerous Benefits Achieved Through Working With High-
Quality Operating Partners
Attractive Bakken / Three Forks Economics
Diversification Across Operators
Low Cost Producer
Questions & Answers
Northern Oil and Gas, Inc. (NYSE/AMEX: NOG)
The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the base prospectus in that registration statement, the prospectus supplement when available, and other documents the Company has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the base prospectus or, when available, the prospectus supplement if you request it from Canaccord Genuity, Syndicate Department, 99 High Street, 12th Floor, Boston, MA 02110, phone: (800) 225-6201.