Northern Oil and Gas (NOG) Pre Recorded M&A Announcement summary

Deal rationale and strategic fit

• Largest transaction to date, acquiring a 49% interest in high-quality Utica upstream and midstream assets operated by Infinity Natural Resources, expanding presence in the Appalachian region and providing vertical integration for long-term growth.

• Partnership with Infinity leverages operational expertise, enhances synergies, and aligns with a returns-focused strategy for both parties.

• Asset offers commodity optionality across condensate, rich gas, and dry gas windows, supporting resilience and growth.

• Strategic focus on benefiting from surging gas demand from data centers, LNG exports, and coal-to-gas switching, with exposure to global gas demand growth in AI, LNG, and power sectors.

• Positions the acquirer as a major Appalachian player with a diversified, low-cost asset base and decades of inventory, enhancing exposure to natural gas and midstream operations.

Financial terms and conditions

• Total acquisition value is $1.2 billion, with a 49% undivided interest acquired for $588 million in cash, subject to customary adjustments.

• 67% of the price is allocated to upstream assets, 33% to midstream; $58.8 million deposit placed in escrow.

• Funded through cash flow, cash on hand, borrowings under the Reserves Based Lending Facility, and extended bank facility; expected to increase both Elected Commitment and Borrowing Base.

• Purchase agreement signed December 5, 2025, effective date July 1, 2025, with anticipated closing by end of Q1 2026, subject to customary closing conditions.

• Leverage to increase modestly short-term, but expected to decline as asset generates free cash flow.

Synergies and expected cost savings

• Integrated midstream system reduces break-even costs by over $0.70 per MCF and supports multi-year growth.

• Purpose-built midstream system provides direct access to premium markets and supports significant near-term production growth with minimal additional capex.

• Owned midstream assets underpin high margins and provide optionality for third-party volume opportunities.

• Additional synergies expected from offsetting Infinity's nearby assets and shared infrastructure.

• Midstream cash flows projected to grow by 140% by the end of the decade.