Northern Oil and Gas Inc.

Entered into two independent, separately negotiated exchange agreements with institutional holders of its 8% senior unsecured notes due 2020. Together the agreements represent a debt reduction of $20.95 million par value of notes.

In the first exchange for the notes, for $18 million of par value, Northern will issue 6.53 million shares of common stock to the Investor. In exchange for certain guarantees, the Investor has agreed to a seven month lock-up period, subject to certain exceptions.

In the second exchange for the notes, for $2.95 million of par value, Northern will issue $2.95 million of common stock to the investor based on a negotiated forward pricing mechanism.