Northern Oil And Gas, Inc. · NYSE:NOG

Northern Oil And Gas — Merger or Acquisition (April 2019)

14 slides from Northern Oil And Gas's merger presentation, Apr 23, 2019

  1. Slide 1: Acquisition - Flywheel Bakken, LLC

    NYSE American: NOG ACQUISITION - FLYWHEEL BAKKEN, LLC APRIL 2019 NYSE American: NOG

  2. Slide 2: Forward Looking Statements / Disclaimer

    FORWARD LOOKING STATEMENTS / DISCLAIMER NYSE American: NOG 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 (the “Securities Act”) and the Securities Exchange Act of 1934 (th

  3. Slide 3: Acquisition Summary

    ACQUISITION SUMMARY NYSE American: NOG  A logical and accretive acquisition, enhancing Northern’s capital efficiency and regional influence  Northern to acquire Williston Basin properties of VEN Bakken, LLC (“Seller”), a wholly-owned subsidiary of Flywheel Bakken, LLC (formerly Valorem Energy), (“

  4. Slide 4: Williston Acreage in the Core of the Play

    WILLISTON ACREAGE IN THE CORE OF THE PLAY NYSE American: NOG  Northern further crystalizing its identity as the largest pure play Williston non-operator DEEPENS NORTHERN’S INVENTORY IN THE CORE OF THE WILLISTON BASIN BROADENS ENGAGEMENT OPPORTUNITIES WITH BEST-IN-CLASS OPERATING PARTNERS SIZE AND S

  5. Slide 5: Strong Assets with Running Room

    STRONG ASSETS WITH RUNNING ROOM NYSE American: NOG  Flywheel is a self-funding asset with significant growth potential FLYWHEEL ASSETS BASE VALUE OIL IN PLACE DEVELOPMENT Proved Developed PV-10 of 40.4 million Boe of 47.5 net locations for $236.9mm Recoverable Reserves future development A BALANCE

  6. Slide 6: Flywheel Asset Four Year Free Cash Flow Profile

    FLYWHEEL ASSET FOUR YEAR FREE CASH FLOW PROFILE NYSE American: NOG  Northern estimates for Flywheel assets based on a conservative long term drill schedule SUPPORTS PER SHARE INCREASE TO POTENTIAL DELEVERAGING CASH FLOW GROWTH DIVIDEND STREAM OVER TIME 2H 2019E 2020E 2021E 2022E 2023E Production (B

  7. Slide 7: Leverage Stays in Check 1.0x – 2.0x

    LEVERAGE STAYS IN CHECK NYSE American: NOG  Leverage remains within Northern’s target of <2.0x in 2019 and beyond ACQUISITION HAS LITTLE IMPACT ON LEVERAGE NOG 4Q18 Flywheel 2H19E Annualized Annualized STAYING WITHIN EBITDA(1) $499.5 mm $89.8mm 1.0x – 2.0x NET DEBT $832.8 mm(2) $295 mm(3) 1. 2018 4

  8. Slide 8: Building the Cash Stack

    BUILDING THE CASH STACK NYSE American: NOG  Doing what we said we would do: acquisitions that are accretive to our free cash flow profile NOG Flywheel Illustrative Values in $mm unless otherwise Δ% stated 4Q 2018 LQA(1) 2H 2019E Annualized Combined Operating Cash $428.8 $89.8 $518.6 +20.9% Flow, ex

  9. Slide 9: Risk Management

    RISK MANAGEMENT NYSE American: NOG  Company has expanded its hedge profile and will assume additional hedges from Flywheel upon closing Crude Oil Derivative Basis Swaps (1) Northern Standalone Pro Forma with Flywheel Weighted Average Price Volumes Weighted Average Contract Period Barrels Per Day Vo

  10. Slide 10: Appendix

    NYSE American: NOG NYSE American: NOG APPENDIX

  11. Slide 11: Historical Operating & Financial Information

    HISTORICAL OPERATING & FINANCIAL INFORMATION NYSE American: NOG HISTORICAL OPERATING INFORMATION YEAR ENDED DECEMBER 31, 2013 2014 2015 2016 2017 2018 PRODUCTION Oil (MBbls) 4,046.7 5,150.9 5,168.7 4,325.9 4,537.3 7,790.2 Natural Gas and NGLs (Mmcf) 2,572.3 3,682.8 4,651.6 4,026.9 5,187.9 9,224.8 To

  12. Slide 12: Non-GAAP Reconciliations

    NON-GAAP RECONCILIATIONS NYSE American: NOG ADJUSTED EBITDA BY YEAR (IN THOUSANDS) 2014 2015 2016 2017 2018 Net Income (Loss) $ 163,746 $ (975,355) $ (293,494) $ (9,194) $ 143,689 Add: Interest Expense 42,106 58,360 64,486 70,286 86,005 Income Tax Provision (Benefit) 99,367 (202,424) (1,402) (1,570)

  13. Slide 13: Non-GAAP Reconciliations

    NON-GAAP RECONCILIATIONS NYSE American: NOG Other Non-GAAP Metrics by Quarter (IN THOUSANDS) 4Q17 1Q18 2Q18 3Q18 4Q18 4Q18 Annualized Operating Cash Flow, ex W/C Cash Flow from Operating Activities $ 117,846 $ 471,384 Changes in Working Capital and Other Items (10,658) (42,632) Operating Cash Flow,

  14. Slide 14: Northern Oil & Gas, Inc.

    Northern Oil & Gas, Inc.

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