Investor Presentaiton

Made public by

sourced by PitchSend

12 of 49

Creator

PitchSend logo
PitchSend

Category

Pending

Published

Unknown

Slides

Transcriptions

#1NOG Investor Presentation September 2023#2Contents I. Investment Highlights II. Recent Financial Results III. Appendix Investor Presentation September 2023 | 2 NOG#3Investment Highlights 1) 12345 National non-op franchise offering scale and diversification by commodity across three core basins in the United States. Track record of executing on highly accretive investments. Over $3.2B completed since 2018 at attractive multiples. NOG anticipates an acceleration in FCF(1) into 2024. Disciplined capital allocator. Dynamic approach to driving optimal shareholder returns - M&A, dividends, share repurchases or debt paydown. Strong balance sheet with a long-term target of <1.0x Net Debt to Adjusted EBITDA(1). Dominant data and technical advantage, ability to make informed and swift investment decisions enables us to be a consistent and reliable counterparty. Free Cash Flow (FCF), Adjusted EBITDA and Net Debt are non-GAAP financial measures. See Appendix for methodology and reconciliations. Investor Presentation September 2023 | 3 NOG#4NOG At-a-Glance (1) Disciplined aggregator of accretive, high-quality minority interests, aligned with the best operators. ~9,800/980 ~274k ~100 GROSS/NET WELLS(2) NET ACRES(2) OPERATORS Marcellus 13% Bakken 52% Permian 35% DIVERSIFICATION BY BASIN(4) 63%/37% 22.9% 2023E 2-STREAM OIL/GAS SPLIT(3) Q2-23 ADJUSTED ROCE(5) 98.0k 2023E PRODUCTION BOE/DAY(3) <1.4x NET DEBT : LQA Adj. EBITDA(5) 1) All data as of June 30, 2023, unless otherwise noted. 2) Well count and acreage proforma for Novo acquisition which closed on August 15, 2023. 3) 4) 5) Adjusted EBITDA, Adjusted ROCE and Net Debt are non-GAAP financial measures. See Appendix for methodology and reconciliations 2023 Production Guidance range of 96.0k Boe/day to 100.0k Boe/day; 98.0k Boe/day represents the mid-point of guidance. Oil & Gas Split reflects 2023 guidance Production by basin for Q2-23. Investor Presentation September 2023 | 4 NOG#5Leading Non-Operated Minority Ownership Franchise Marcellus 12% Q2-23 PRODUCTION BY REGION (BOE) . • NOG's acquisitions have created a high return, national non-op franchise that is benefitting from economies of scale; ~12,800 net acres were added to Permian footprint in Q1-23 & Q2-23 ⚫ NOG is positioned to continue to capitalize on increased non- operated opportunities as the preferred non-op consolidator Permian 33% ND MT NM SD TX Williston 55% Region Williston Permian Marcellus Q2-23 PRODUCTION BY COMMODITY (BOE) Commodity Type Oil Gas 60% 40% Investor Presentation September 2023 | 5 NOG#6What We Do THE NON-OPERATOR MODEL A flexible and moderated approach to upstream investment, offering capital discipline, cost control & protection from downside exposure. R roc We do not drill wells or operate rigs We acquire fractional working interests in drilling units Ability to control capital expenditures higher and lower Small company (37 employees) with big company advantages Investor Presentation September 2023 | 6 NOG#7How We Do It OUR INVESTMENT APPROACH We apply modern portfolio theory in our investment approach to pursue optimal risk adjusted returns. Diversification across geography, commodity, operators and deal structure or concentration provides us with a degree of optionality unavailable to most upstream companies. $ $ We focus on finding the best full cycle opportunities to complement current portfolio positioning Analysis of proprietary data and ability to back test prior investments informs our decision process Active commodity hedging mitigates systematic risk and protects our exposure Our approach contributed to NOG's outperformance vs. the S&P SPDR XOP ETF by over 100% since 2018(1) 1) The XOP is the S&P SPDR Oil & Gas Exploration and Production ETF, measurement period 1/1/2018 to 8/31/2023. Investor Presentation September 2023 | 7 NOG#8Benefits of NOG's Non-Operated Model Efficient Operations Enhance Return Profile Peer leading cost structure & Corporate ROCE . Scalable Model: NOG has 37 employees Leveraging Data and Experience • Proprietary database, built from participation in over 9,800 wells Capital Allocation Flexibility • . • Ability to "cherry-pick" from ~100 operating partners across ~1MM+ gross acres in 3 basins Superior flexibility to manage capital allocation and to do so quickly Costs limited to drilling, completion, and acreage NOG Non-Op Tailwind • NOG is capitalizing on industry strategy shift as operators focus on free cash flow generation instead of growth • This has led to massive volume of non-op "Ground Game" opportunities Investor Presentation September 2023 | 8 NOG#9Q2'17 Q3'17 Q4'17 Q1 '18 Q2 '18 Q3 '18 Q4 '18 Q1 '19 1) Adjusted Cash G&A is a non-GAAP financial measure. Please see Appendix for reconciliation to the most directly comparable GAAP Measure. 40.8 36.3 35.0 34.6 26.7 21.0 15.3 18.0 13.8 16.7 43.943.7 Q2'19 Q3 '19 ■Production (MBoe/d) 23.8 Q4 '19 Q1'20 Q2'20 29.1 35.38.4 Q3'20 Q4'20 Q1'21 Q2 '21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Material increases driven by organic growth accretive M&A PRODUCTION CONTINUES TO RAMP... 90.9 87.4 $3.02 78.9 79.1 72.7 71.3 64.2 57.6 54.6 Q3 '17 Q4 '17 Q1 '18 Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q1'20 Q2'20 Q3'20 I Cash G&A per BOE-Adjusted Investor Presentation September 2023 | 9 NOG Q4'20 Q1'21 Q2 '21 Q3 '21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 $1.58 $1.61 $1.45 $1.15 $1.39 $1.28 $1.20 $1.13 $1.01 $1.01 $1.06 $0.95 $1.04 $0.93 $1.01 $0.94 $0.92 $0.91 $0.78 $0.92 $0.77 $0.86 $0.82 A Differentiated Energy Growth Platform NOG continues to build scale as the largest dedicated public non-operated working interest company Reducing overhead unit cash G&A costs, despite being acquisitive, with ability to reduce further over the long-term WHILE MAINTAINING PEER-LEADING LOW CASH G&A(1) Q2'23#10And Focus on the Highest-Quality Areas No requirement for contiguous acreage allows NOG to participate in prime drilling opportunities across basins or regions Williston Basin: ~180,400 Net Acres Permian Basin: ~36,000 Net Acres DIVIDE BURKE ERIDAN WILLIAM LT UNTRAIL 728 HLAND MCKENZIE NOG Wells in Progress Wells Completed 2021-2023 Note: Acreage includes Novo acquisition. NGS Marcellus Acres: ~57,500 Net Acres GAINES DAWSON BORDE BEAVER EDDY ANDREWS RSON D NN ME STAPK REEVE BUTLER ARMSTRONG ALLEGHENY WINKLER ECTOR SSCOCK WASHINGTON CRANE UP NOG Wells in Progress PE Wells Completed 2021 2023 CROCKETT INDIANA WESTMORELAND FAYETTE GREENE NOG CA SOMERSET Wells in Progress Wells Completed 2021 2023 Investor Presentation September 2023 | 10 NOG#11Q2 23 Operations Highlights Organic activity up 35% year over year. Wells-in-process at record highs. Scale driving organic growth. AFES $1.4B (gross) in AFEs 90% consent rate, in line with historical consent rate Over 140 wells evaluated 9.4 net wells consented Weighted toward the Williston in Q2 23 with ~70% of gross AFES Wells in Process Drilling & Completions list grew nearly 15% sequentially Organic activity accounted for ~60% of adds The Permian accounts for ~50% of net wells in our oil-weighted basins New drilling activity in Marcellus Well Completions Net turn-in-lines were up 5% sequentially and >35% year over year Organic adds were split roughly even between the Williston and Permian Development cadence expected to boost 2024 capital efficiency Investor Presentation September 2023 | 11 NOG#12D&C List Surging - Momentum Building for 2H and 2024 NOG's oil-weighted wells-in-process (D&C) list is at record levels, and the Company's recent investment cycle is poised to convert into production and cash flow in the coming quarters. Diversity of regions remains important. Basin Share 100% 75% 50% 25% 0% Q1 Q2 2020 55.0 45.0 35.0 25.0 15.0 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2021 2022 2023 Permian Williston D&C List (Oil-Weighted Basins) Net D&C Wells Investor Presentation September 2023 | 12 NOG#13Track Record of Executing on Large-Scale Accretive Investments NOG has been an active participant in M&A. Since 2018, the Company has completed over $3.2 billion of accretive acquisitions. (1) 2018 2019 2021 2022 2023 • Salt Creek $60MM • VEN Bakken $316MM • Reliance Marcellus $141MM • Veritas $409MM . MPDC Mascot $320M . Pivotal $146MM • • Delaware $102MM • Williston Bolt-on $160MM . Forge $162M • W Energy $342MM . Novo $468M 1) The Company did not participate in large package M&A in 2020. • Comstock $150MM • • • • Laredo $110MM • Alpha $164MM • Delaware $132MM Investor Presentation September 2023 | 13 NOG#14Q2 2023 Investment Activity Update Current M&A bolt-on opportunities variable in quality. Signature Ground Game opportunities abundant, trending larger in scale vs historical Ground Game acquisitions. Opportunity Set Current M&A opportunities variable in quality, with a few exceptions NOG capital and solutions remain highly sought after Variety of structures to benefit NOG across a variety of time frames Wide range of partners and basins Ground Game Competitive landscape materially better for scaled GG transactions vs crowded small scale market Completed 13 ground game deals through various structures Over 70% of activity weighted toward the Permian in Q2-23 Added 16.7 net wells and future drilling locations Added 942 net mineral acres Bolt-On Closed Forge acquisition in June Closed Novo acquisition in August Prospective 2023 bolt-on opportunities must clear a high bar Remaining disciplined on return requirements Investor Presentation September 2023 | 14 NOG#15Forge Closed - High Quality Acreage in the Permian Basin DELAWARE ASSET LOCATOR MAP LEA DDY KEY STATISTICS . Purchased 30.0% undivided interest in Forge assets for $167.9 million • Acreage: 10,200 net acres primarily located in Ward and Reeves Counties, TX • PDP Wells (Net): 30.5 GAINES DAWSON BORDEN ANDREWS MARTIN HOWARD • . • LOVING WINKLER ECTOR MIDLAND GLASSCOCK • REEVES Future Locations (Net): 2.3 wells-in-process and ~20 high-value net undeveloped locations Closed on June 30, 2023 Expected to contribute incremental average production of ~3,750 Boe per day post-closing for the remainder of 2023 OPERATOR • NOG co-purchased the Forge assets with Vital Energy. Vital, with a 70% interest in the Forge assets, will serve as operator on substantially all the properties NOG & Vital enhanced joint operating agreement to provide enhanced line-of-sight to development FINANCIAL HIGHLIGHTS CRANE • Expected to be accretive to key financial metrics UPTO EAGAN • Strong free cash flow profile • Lower unit costs and higher oil cuts than NOG corporate average • Executed hedges for a significant portion of the production PECOS NOG Forge Leasehold • Horizontal Producers 2021-2023 2023 capital expenditures of $17M expected post-closing Investor Presentation September 2023 | 15 NOG#16Novo Closed - Adds Scale and High Quality, Low Breakeven Acreage KEY STATISTICS • Purchased 33.33% undivided stake in Novo Assets for $468MM • Gross NRI: ~77% (~78% Eddy, ~75% Culberson), net WI: ~29% • GAINES DAWSON BORDEN Effective date May 1, 2023, closed August 15, 2023; • • LEA E D D Y ANDREWS MARTIN HOWARD • Eddy County assets represent -80% of allocated value ~98% of Culberson County allocated value tied to PDP and WIPs, inventory provides significant long-term upside from increases in natural gas pricing Novo expected to contribute incremental average production of ~11,500 Boe per day post-closing for the remainder of 2023 2023 capital expenditures expected to be ~$20M post-closing OVING WINKLER ECTOR MIDLAND WARD CRANE REEVES UPTON REAGAN יו PECOS NOG Novo Leasehold Horizontal Producers 2021 - 2023 GOVERNANCE & OPERATOR • • • Partnership governed by cooperation and joint operating agreement, with AMI in place. Agreements will continue unchanged by recently announced Permian Resources/Earthstone merger ESTE operates substantially all of the assets, until closing of merger with Permian Resources Permian Resources as future operator provides incremental benefits to NOG from PR's increased scale and anticipated cost synergies from the merger with Earthstone. INVESTMENT RATIONALE • Significant long-dated Tier 1 inventory • Strong free cash flow profile NOG expects nearly a decade of self-funding continuous development of the primary target formations Investor Presentation September 2023 | 16 NOG#17Gross Daily Production (Boepd) MPDC Mascot Update Performance snapshot through 7/1/2023 8/1/2022 9/1/2022 10/1/2022 Drilling plan revised to enhance efficiencies and long-term project returns Plan revision moving some Q2/Q3 TILS to Q1 24 Offset shut-in period in-between pads • 59% of the total project wells completed and producing DAILY PRODUCTION 11/1/2022 12/1/2022 1/1/2023 2/1/2023 3/1/2023 ACQUISITION FORECAST 4/1/2023 5/1/2023 6/1/2023 7/1/2023 Source: Company financial reports and management projections. • • • Wells outperforming internal forecasts Revised plan to focus on larger batches vs. drilling multiple stages Benefits of plan revision include: • Reduced downtime between drilling and completion • Lower project costs . • Improved well performance Enhanced long-term project returns on capital employed New plan results in deferrals of 2023 activity, providing tailwind to 2024 Related cap ex for deferrals to be largely incurred in 2023 Investor Presentation September 2023 | 17 NOG#18Substantial Total Proved Reserves Growth over Last 5 Years (1) A 2.4x increase in NOG's total proved reserves over the last 5 years, driven by its acquisition activity is expected to support durable FCF generation and de-risk the future development pipeline. YE TOTAL PROVED RESERVES Net MMBoe, Audited 1) Reserves as of 12/31/22. 163.3 135.5 122.6 287.7 330.8 2018 2019 2020 2021 2022 Investor Presentation September 2023 | 18 NOG#19NOG's M&A Execution Has Led to Significant Market Outperformance Since year-end 2020 NOG has outperformed the XOP by over 200% 450% 400% 350% 300% 250% 200% 150% 100% 50% 0% Dec-20 Jun-21 Large-Scale Acquisitions: Dec-21 Source: Data per FactSet as of 8/31/23. Note: Acquisition markers in price performance chart represent transaction closing dates. 1) The XOP represents the SPDR S&P Oil & Gas Exploration & Production ETF, Ticker: XOP. Williston Jun-22 Appalachia Dec-22 Permian Jun-23 NOG +378% Since YE'20 XOP (1) +154% Since YE'20 Investor Presentation September 2023 | 19 NOG#20Disciplined Approach to Delivering Total Return Invest • Buy self funding assets at a premium to cost of capital Protect • Protect underwritten returns through hedging to ensure acquisitions returns regardless of commodity risk Harvest • . Capture cash flows Deliver returns to investors • Recycle capital to compound returns Investor Presentation September 2023 | 20 NOG#21Hedging Helps Stabilize Margins Despite Volatility in Commodity Prices NOG has achieved stable margins through multiple cycles by a carefully construed hedging process, averaging about 100% of unhedged pricing per BOE through cycle since 2018. $75 Average Period Commodity Price / Realized Margin per Barrel Equivalent $65 $55 $45 $35 $25 $15 $5 170% 150% 2 130% 110% 3 90% 70% 2018 2019 2020 2021 2022 Q1-2023 Q2-2023 -$5 50% Hedged Capture Rate KEY POINTS 1) "Peak Shaving," as NOG has tended to earn better than market prices during troughs and less during market peaks 2) Strategy drives consistent high margins in a volatile marketplace 3) Average of >100% capture rate since 2018 Realized Price per BOE Hedged Capture Rate Unhedged Price per BOE Notes: Unhedged and Realized Price per Boe are disclosed in the Results of Operations in Forms 10-Q and 10-K. "Hedged Capture Rate" is defined as (Realized Price on a Boe Basis Including Settled Commodity Derivatives / Realized Price on a Boe Basis Excluding Settled Commodity Derivatives) as shown in public filings. See Appendix for details on current hedges. Investor Presentation September 2023 | 21 NOG#22Balanced Approach to Capital Allocation FREE CASH-FLOW ALLOCATION Shareholder Returns Focus • Regular Dividend • Opportunistic Stock Buybacks Reinvestment For Growth • Organic Acreage Ground Game • Bolt-on Acquisitions Capital • Debt Repayment • Liquidity Enhancement Investor Presentation September 2023 | 22 NOG#23Dividend per Common Share Track Record of Dividend Growth NOG has established a conservative through-cycle dividend level with potential upside. The current dividend run rate will be evaluated annually during the first fiscal quarter and potentially adjusted to reflect 1-year forward expectations. 0.4 0.35 0.3 0.25 0.2 0.15 ACTUAL DIVIDENDS COMPARED WITH INITIAL 2021 DIVIDEND PLAN RECOMMENDATIONS 0.1 $0.08 $0.06 $0.05 0.05 $0.03 $0.15 $0.14 $0.12 $0.19 $0.18 $0.25 $0.38 (1) $0.37 $0.34 $0.30 $0.30 $0.27 $0.24 $0.21 0 Q2 21 Q3 21 Q4 21 Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Dividend Plan Milestones: Original Plan Actual • Ten straight quarters of dividend growth • ~$150 million returned through Q3-23 to shareholders since plan was instituted • Cumulative dividends have exceeded initial plan by 34% and have increased 52% year over year • Board has instituted an annual Q1 dividend review with a potential adjustment aligned with NOG year-ahead financial expectations 1) Q3 23 dividend declared August 1, 2023; payable on October 31, 2023 to shareholders of record September 28, 2023. Investor Presentation September 2023 | 23 NOG#24Asset Sales Cycle Driving Growth Private equity players are in a divesting cycle, providing episodic access to high quality, low break-even growth assets. NOG has been selectively participating in this cycle by "flexing leverage" in the short term while working toward its stated leverage target over time. The Company will adjust leverage up or down in line with macro-economic conditions and outlook on how to achieve optimal corporate returns. 0.0x Lack of Consolidation Opportunities, Continued Deleveraging or Potential for Accelerated Shareholder Returns 1.0x Net Debt to LQA Adj. EBITDA Range 1.5x Flexing Leverage Temporarily to Secure Target-Rich Growth Opportunities Harvest Protect Allocating Capital to Provide Optionality Invest Investor Presentation September 2023 | 24 NOG 24#25Enhanced Liquidity Position NOG has methodically managed its debt structure and maturity wall. High quality asset base has driven increases to credit facility as well as attracting new members to the syndicate. . Issued $500MM of 8.75% Senior Notes due 2031 in May 2023 to term out borrowings on its credit facility . Issued Common Stock in May 2023, raising ~$225 million of net proceeds to fund Forge acquisition and for general corporate purposes • Borrowing base expanded to $1.8 billion with an elected commitment of $1.25 billion (August 2023) • Focus on achieving long-term leverage target of 1.0x Net Debt/ EBITDA through free cash flow generation 06/30/23 ($ in millions) $1.8 Billion Borrowing base with a $0.0 balance on the revolver(1) $705.1 $500 $500 2023 2024 2025 2026 2027 2028 2029 2030 2031 Pro Forma Revolver Capacity (1) Senior Notes New Senior Notes 1) Revolver capacity as of 6/30/2023, proforma for August 2023 borrowing base. Investor Presentation September 2023 | 25 NOG#26Strong Organizational Infrastructure Supports Investment Decisions Deep presence in three core basins, relationships with a wide breadth of operators and minority interests in thousands of wells gives NOG an informational advantage in determining where to invest free cash flow. INVESTMENT EVALUATION PROCESS NOG "Comparable data" drawn from comprehensive, proprietary NOG database, built from participation in over 8,900 wells informs our investment evaluation process Engineering and Land teams overlay real time analytics to develop type curves and IRR profiles Organic, ground game, and bolt-on opportunities scrubbed internally and benchmarked against stringent return hurdles Diligence incorporates detailed review of operator's environmental track- record. NOG will not proceed unless satisfactory review is completed Board-level Acquisition Committee vets and approves go/no-go. Finance determines funding path and places appropriate hedges based on internal outlook for oil and gas prices to mitigate risk Board approval required for bolt-on and larger ground game opportunities Investor Presentation September 2023 | 26 NOG#27NOG's Proprietary Database, Drakkar, Empowers our Data Driven Investment Process Drakkar is NOG's internal, proprietary data science system developed in partnership with technology industry leaders. The system enables us to optimize daily operations and informs our investment management decisions. Inputs ✓ Land, Lease, Unit & Contract Data National Well Database NOG 9,400+ wellbores Evaluation Archives 3rd Party and Public ✓ Reservoir Engineering Models ✓ Financial Data Operator Cost Structure Midstream Statistics Well Development Monitoring ✓ Permitting & Rig Schedules ✓ Production & Capex Reports RAKKAR NOG Outputs Streamlined Access & Communication ✓ Central Data Lake ✓ Instantaneous, Cross-Departmental Data Linkage Real-Time Data Analytics & Reporting ✓ Process Improvements Live Dashboards ✓ Improved Monitoring Well Performance ✓ Operator Cost Structures ✓ Operator Behaviors ✓ M&A Activity Investor Presentation September 2023 | 27 NOG#28Sustainability Framework NOG instituted explicit board-level oversight of ESG and is working toward expanding and improving disclosures related to ESG. • • ENVIRONMENTAL Operators are screened for environmental and safety records NOG's largest operator by volume, EQT, has been a leader in Certified Natural Gas environmental stewardship ESG Report published in 3Q-22 • • • SOCIAL NOG employees provided free health care and paid family leave NOG has an employee-led Charity Committee and donates to several organizations in its community Corporate matching helps employee charitable impact go further • • • GOVERNANCE Separate CEO and Chairman roles, Board is 100% independent NOG G&A per Boe is among the lowest in the industry NOG CEO to Employee pay ratio 13:1, lowest in its entire peer group BOYS & GIRLS CLUBS OF THE TWIN CITIES TWIN CITIES R!SE Investor Presentation September 2023 | 28 NOG#29Alignment with Operators who are ESG Leaders NOG strives to align with Energy-Sector ESG leaders. Seventy-two percent of NOG's 2022 production came from 27 public operators with publicly available ESG ratings. Dedicated ESG Section of Website Board-Level Oversight of ESG Formal ESG Policy Provides ESG Report Discloses and Tracks ESG Related Targets MSCI ESG Rating EQT CLR OVV CHRD COP EOG HES DVN ERF XOM AA N/A AAA N/A AA A AAA A N/A BBB IPIECA, API, IOGP, TCFD 2017, SASB GRI, TCFD, DTF, AXPC, SASB IPIECA, TCFD, SASB AXPC, SASB GRI, IPIECA, SASB AXPC, SASB, TCFD IPIECA, API, UNCGTP, TCFD, SASB, WEF - SCCM OGMP 2.0, IPIECA, API, IOGP, GRI, TCFD, SDGs, SASB AXPC, CAPP, IPGA, API, SDGs, IPIECA, ΑΡΙ CDP Investor Presentation September 2023 | 29 NOG#30PART 2 Recent Financial Results NOG#31Q2-23 Financial & Operating Highlights Q2 Free Cash Flow (1) ~$47.6MM Heavy 1H-23 investment phase, FCF poised for acceleration in 2H-23 Q2 Production Dividend Growth +95% Q2 dividend increased to $0.37, +95% vs. Q2-22, +9% vs. Q1-23 Strong results despite lower commodity prices and TIL deferrals • . • Adjusted EBITDA $315.5MM in Q2, +16% YoY, -3% QoQ Q2 net production +25% YoY, +4% QoQ Recycle ratio of 3.0x and adjusted ROCE(1) of 22.9% impacted by lower Q2 commodity pricing, TIL deferrals and timing of Forge acquisition Active Ground Game in Q2 while vetting large opportunity set • • Entered into two joint acquisitions totaling $662 million, adding scale and high quality, low break-even inventory Completed 13 ground game acquisitions for 16.7 current and future net well locations and 942 net acres 90.9Mboe/d +25% vs. Q2-22 Q2 Adj. EBITDA(1) $315.5MM +16% vs Q2-22 Q2 Adjusted ROCE (1) 22.9% Meaningful spread over WACC despite significant capital investment period Q2 Leverage(1) 1.34x Net Debt/LQA Adj. EBITDA Down slightly QoQ • Large-scale M&A opportunities currently in-market are less compelling than prior twelve months, with some exceptions Shareholder Returns • $0.38 Q3 Dividend declared, 52% increase YoY Company to announce prospective changes to dividend on an annual basis Balance Sheet & Liquidity • • • Leverage down slightly QoQ, even with no contribution from Forge Pro Forma with estimated Forge contribution, leverage reduced further $1,000MM+ liquidity: undrawn revolver, ~$52.3 million of cash and restricted cash Revolver capacity increased by 25% subsequent to quarter end. 1) Free Cash Flow, Adjusted EBITDA, recycle ratio and ROCE are non-GAAP financial measures. See Appendix for methodology and reconciliations. We calculate ROCE with past impairments added back to Total Assets. Net debt is total debt less cash and acquisition deposits. Investor Presentation September 2023 | 31 NOG#32Q2 2023 Production by Basin NOG's production mix continues to be diversified and balanced. Williston production surged in 2Q despite some delays. 12% 33% 55% Region Williston Permian Marcellus • Record Williston production, even with 3.8 net TIL deferments, gained portfolio share for first time in two years • Permian production was slightly lower quarter over quarter, poised for significant uptick with growth from Mascot, the closing of Forge and pending Novo transaction in the coming quarters . • Marcellus production exceeding internal expectations by 6%. Incremental activity targeted in 2024 Investor Presentation September 2023 | 32 NOG#33Q2 2023 Production by Commodity and Basin (% Boe) Oil cut for the quarter was lower than full year expectations at 60% due to Q2 gas production outperformance and deferrals from the Williston. NOG expects oil to trend higher to a range of 62% to 63% for full year 2023. 60% Commodity Type Oil Gas 40% 30% 34% Williston 70% ■ Oil ■ Gas Permian 66% Marcellus 100% ■ Gas ■ Oil ■ Gas Investor Presentation September 2023 | 33 NOG#34Q2 2023 Cap Ex by Basin Capital expenditures were weighted toward the Permian Basin in Q2. 56% 3% • 39% Region(1) Williston Permian Marcellus 1) Total Capital Expenditures excluding the 1% contribution from 'other items'. • TILS +37% v Q2 22, while D&C list sits +19% vs Q2 22 and has held at an elevated average level of completion ⚫ TIL activity expected to ramp materially in Q3 and remain elevated in Q4 • Low Marcellus cap ex in 2023, in-process activity planned for 2024 turn-in-lines • Inflation appears to have moderated, recent trends show modest reductions in costs • Q2 workover activity elevated vs historical levels and accounted for ~7% of D&C capital as operators were opportunistic during lower crude price windows Investor Presentation September 2023 | 34 NOG#35Cap Ex Actual Spend and Expectations for 2023 Ground Game highly active in Q2 with 13 acquisitions. Cap ex for 2H-23 should be equally weighted by quarter. $800 $600 Approximately 60% of total initial budget $400 $212 $200 $233 $445 $764 - $800 $0 Q1-23A Q2 - 23A Q3 - 23E Q4 - 23E YTD Actual Revised Total Cap Ex Guidance Assumptions . Company expects total cap ex budget to be front half 2023 weighted; with ~60% of the initial guidance midpoint spend in the first half of 2023 with the remainder equally split between Q3 and Q4. Source: Company internal estimates and disclosures. Actual results may differ materially from projections. Investor Presentation September 2023 | 35 NOG#36PART 3 Appendix NOG#372023 Guidance and Capital Budget The Company's production continues to increase, with reductions to unit costs driven by benefits of scale and quality from acquired assets. 2023 Guidance (1) Prior Current Annual Production (2-stream, Boe/day) 91,000 96,000 96,000 100,000 Q3-23 Production (2-stream, Boe/day) 99,000 103,000 • Oil Weighting (as a % of Production) 62.0% 64.0% 62.0% 63.0% Net Wells Turned-in-Line (TILS) 80.0 85.0 75.0 - 78.0 Total Budgeted Capital Expenditures ($MM) $737 - $778 $764 - $800 LOE/Production Expenses (per Boe) $9.35-$9.60 $9.35 - $9.55 Cash G&A (ex-transaction costs) (per Boe) $0.80 - $0.90 $0.80 $0.85 Non-Cash G&A (per Boe) $0.20 -$0.30 $0.20 -$0.25 Production Taxes (as a % of Oil & Gas Sales) 8.0% - 9.0% 8.0% - 9.0% Oil Differential to NYMEX WTI (per Bbl) ($3.50 - $4.50) ($3.25 - $4.25) Gas Realization as a % of Henry Hub/MCF 80.0% -90.0% 85.0% 95.0% DD&A Rate per Boe $13.00 $13.80 Source: Company internal estimates and disclosures. Actual results may differ materially from projections 1) Assumes 8/15/2023 close for Novo. • UNDERLYING ASSUMPTIONS • Increasing annual production to reflect better than expected well performance and 2023 contributions from Forge and Novo, offset by adjustments to drilling and completion plans • Tightening Oil Weighting as a percent of production reflecting higher gas volumes stemming from Permian acquisitions •Lowering net wells Turned-in-Line reflecting changes to timing of drilling and completion plans • Adjusting capital expenditures for Forge and Novo net of reduced capital in the base budget • Tightening production expenses per BOE reflecting lower Forge and Novo LOE offset by higher processing costs from higher forecasted gas realizations •⚫ Tightening cash and non-cash G&A reflecting higher volumes from acquisitions • Improved oil differentials and natural gas realizations, a reflection of better pricing-to-date • Initiating DD&A per Boe to provide support on this expense, reflecting acquisition activity and higher DD&A expense as NOG scales its asset base. Investor Presentation September 2023 | 37 NOG#38Historical Operating & Financial Information Historical Operating Information 0000 Production Oil (MBbls) Natural Gas and NGLS (Mmcf) Total Production (Mboe) Revenue 2020 2021 2022 2Q22 2Q23 19,634.1 9,361.1 12,288.4 16,090.1 16,473.3 44,073.9 68,829.1 12,106.7 27,561.6 3,801.7 4,981.2 16,878.5 19,732.2 6,614.7 8,269.9 Realized Oil Price, including settled derivatives ($/bbl) $ 52.69 $ 52.77 Realized Natural Gas and NGL Price, including settled derivatives ($/Mcf) Total Oil & Gas Revenues, including settled derivatives (millions) Adjusted EBITDA (millions) $ $ $ 1.14 $ 512.3 $ 351.8 $ $ 69.60 $ 3.65 $ 5.83 $ 809.3 $ 1,530.3 $ 543.0 $ 1,086.3 $ 73.73 $ 72.34 6.34 $ 4.23 387.3 $ 443.8 272.5 $ 315.5 Key Operating Statistics ($/Boe) Average Realized Price $ 42.32 $ 41.22 $ 55.52 $ 58.55 $ 53.66 Production Expenses 9.61 8.70 9.46 9.77 10.20 Production Taxes 2.46 3.92 5.74 6.63 4.49 General & Administrative Expenses - Cash Adjusted (2) 1.19 0.94 0.91 0.93 0.92 Total Cash Costs $ 13.26 $ 13.56 $ 16.11 $ 17.33 $ 15.61 Operating Margin ($/Boe) $ 29.06 $ 27.66 $ 39.41 $ 41.22 $ 38.05 Operating Margin % 68.7% 67.1% 71.0% 70.4% 70.9% 1) Adjusted EBITDA is a non-GAAP measure. See reconciliation on the slide that follows. 2) Excludes certain acquisition related expenses Historical Financial Information ($'s in millions) Assets Current Assets Property and Equipment, net Other Assets Total Assets Liabilities Current Liabilities Long-term Debt, net Other Long-Term Liabilities Stockholders' Equity (Deficit) Total Liabilities & Stockholders' Equity (Deficit) Credit Statistics Adjusted EBITDA (Annual, Q1 2022/23 TTM) (1) Net Debt Total Debt Net Debt/Adjusted EBITDA (1) Total Debt/Adjusted EBITDA (1) 2020 2021 2022 2022 2Q23 $ 125.6 $ 735.2 215.3 $ 1,253.3 11.3 54.3 320.5 $ 2,482.9 71.8 382.8 $ 385.8 1,771.3 $ 872.1 $ 1,522.9 $ 2,875.2 $ 3,217.0 38.1 62.0 2,192.2 $ 3,664.8 $ 182.5 $ 327.6 $ 345.0 $ 635.9 $ 378.8 879.8 803.4 1,525.4 1,102.2 33.1 176.8 259.5 301.4 1,672.5 197.7 (223.3) 215.1 745.3 152.7 1,415.8 $ 872.1 $ 1,522.9 $ 2,875.2 $ 2,192.2 $ 3,664.8 $ is is es $ $ 351.8 $ 948.3 $ 949.8 $ 2.7x 543.0 $ 1,086.3 $ 795.5 $1,540.7 $ 805.0 $ 1,543.2 $ 1.5x 1.4x 2.7x 1.5x 1.4x 840.5 $1,198.2 1,102.1 $1,690.3 1,103.6 $ 1,705.1 1.3x 1.3x 1.4x 1.4x Investor Presentation September 2023 | 38 NOG#39NON-GAAP Reconciliations: Adjusted EBITDA & Other Adjusted EBITDA by Quarter (in thousands) DOUU Net Income (Loss) Add: Interest Expense Income Tax Provision (Benefit) Adjusted EBITDA by Year (in thousands) 0000 Net Income (Loss) Add: Interest Expense Depreciation, Depletion, Amortization and Accretion Income Tax Provision (Benefit) Impairment of Oil and Natural Gas Properties Non-Cash Share Based Compensation Write-off of Debt Issuance Costs (Gain) Loss on the Extinguishment of Debt Contingent Consideration (Gain) Loss Acquisition Costs (Gain) Loss on Unsettled Interest Rate Derivatives (Gain) Loss on Unsettled Commodity Derivatives Adjusted EBITDA Depreciation, Depletion, Amortization and Accretion Non-Cash Share Based Compensation (Gain) Loss on the Extinguishment of Debt Contingent Consideration (Gain) Loss Acquisition Transaction Costs (Gain) Loss on Unsettled Interest Rate Derivatives (Gain) Loss on Unsettled Commodity Derivatives Adjusted EBITDA Other Non-GAAP Metrics by Quareter (in thousands) 2020 2021 2022 $ (906,041) $ 6,361 $ 773,237 58,503 (166) 59,020 233 162,120 140,828 80,331 3,101 251,272 1,066,668 4,119 3,621 5,656 1,543 3,718 13,087 (810) 169 292 (1,859) 8,190 16,593 1,019 (1,043) (993) (39,878) 312,370 (40,187) $ 351,774 $ 542,959 $ 1,086,341 $ 1Q22 (206,560) $ 2Q22 251,264 $ 3Q22 4Q22 1Q23 583,465 $ 145,068 $ 340,191 $ 2Q23 167,815 17,978 789 53,185 18,410 1,006 20,135 1,333 23,808 (27) 54,796 65,975 77,317 30,143 692 94,618 31,968 39,012 106,427 1,447 1,421 1,341 1,447 2,151 1,150 (236) (339) (235) (659) (1,859) (6,176) (3,931) 6,848 514 2,932 6,299 3,481 3,612 (1,290) (524) 42 779 1,017 384,227 (54,117) $ 256,623 $ 272,534 $ (382,500) 292,384 $ 12,203 264,800 $ (139,987) (30,503) 325,472 $ 315,550 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 Total General and Adminstrative Expense Non-cash General and Adminstrative Expense $ 13,813 $ 8,065 $ 10,277 $ 15,045 $ 13,000 $ 12,401 1,447 1,421 1,341 1,447 2,151 1,150 Total General and Adminstrative Expense - Cash 12,366 6,644 8,936 13,598 10,849 11,251 Less: Acquisition Costs Cash (6,848) (514) Total General and Adminstrative Expense - Cash Adjusted $ 5,518 $ 6,130 $ (2,932) 6,004 $ (6,299) (3,481) (3,612) 7,299 $ 7,368 $ 7,639 Total Principal Balance on Debt Less: Cash and Cash Equivalents $ 1,121,000 $ (3,335) 1,103,625 $ Net Debt $ 1,117,665 $ (1,471) 1,102,154 $ (9,129) 1,161,426 $ (2,528) 1,540,707 $ Note: Adjusted EBITDA is a non-GAAP measure 1,170,555 $ 1,543,235 $ 1,774,108 $ 1,705,108 (6,073) (14,805) 1,768,035 $ 1,690,303 Investor Presentation September 2023 | 39 NOG#40NON-GAAP Reconciliations: ROCE & Recycle Ratio Q2-23 Return on Capital Employed (ROCE) EBIT Capital Employed 34.5% EBIT: $836.5MM (Q2 23 annualized) • • + Adj. EBITDA: $315.5MM • - DD&A: $106.4MM Capital Employed: $2,421.2MM (Avg. of Q2 22/23) • + Total Assets: $2,928.5MM (Avg. of Q2 22/23) • - Current Liabilities: $507.3MM (Avg. of Q2 22/23) Q2-23 Return on Capital Employed (ROCE) - Adjusted to exclude impairment charges post Q2 20 EBIT: $752.1MM (Q2-23 annualized) EBIT Q2-23 Recycle Ratio Cash Margin Capital Employed = 22.9% DD&A || 1) Incorporates Adjusted Cash G&A of $0.92/Boe, which excludes certain acquisition related expenses Note: Adjusted EBITDA is a non-GAAP measure. Numbers may be off due to rounding. 3.0x • • + Adj. EBITDA: $315.5MM • - DD&A: $127.5MM Capital Employed: $3,282.7MM (Avg. of Q2 22/23) • + Total Assets: $3,790.0MM (Avg. of Q2 22/23) ⚫ - Current Liabilities: $507.3MM (Avg. of Q2 22/23) Cash Margin: $38.05/Boe • + Realized avg. commodity price: $53.66/Boe ⚫ - Cash Costs: $15.61/Boe¹ DD&A Rate: $12.87/Boe Investor Presentation September 2023 | 40 NOG#41NON-GAAP Reconciliations: Free Cash Flow FREE CASH-FLOW (FCF) (in thousands) Net Cash Provided by Operating Activities Exclude: Changes in Working Capital and Other Items Less: Capital Expenditures (1) Less: Series A Preferred Dividends Free Cash Flow 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 154,034 $ 210,239 $ 276,766 $ 287,379 $ 269,308 $ 307,786 80,985 (86,020) 41,948 (135,055) (7,505) (53,029) (156,095) (145,890) 26,864 (212,235) (27,410) (232,801) (3,016) (2,810) $ 145,983 $ 114,322 $ (2,610) 110,556 $ (1,367) 87,094 $ 83,937 $ 47,575 (1) Capital Expenditures are calculated as follows: Cash Paid for Capital Expenditures $ 417,482 $ 106,740 $ Less: Non-Budgeted Acquisitions (344,264) Plus: Change in Accrued Capital Expenditures and Other 12,802 Capital Expenditures $ 86,020 $ 3,288 25,027 135,055 $ 301,240 $ (151,303) 6,158 156,095 $ 529,735 $ (388,656) 4,811 145,890 $ 460,982 $ 409,895 (271,606) (211,319) 22,859 34,225 212,235 $ 232,801 Investor Presentation September 2023 | 41 NOG#42Hedge Profile-SWAPS NOG continues to execute a strategy built around the safeguard of returns during a commodity down-cycle, while retaining flexibility to capture the opportunistic upside CRUDE OIL DERIVATIVE SWAPS NATURAL GAS DERIVATIVE SWAPS Contract Barrels per Day Period (BBL/d) Total Hedged Volumes (BBL) Weighted Average Price ($/BBL) Contract Million British Thernal Units per Period Day (mmBTU/d) Total Hedged Volumes (mmBTU) Weighted Average Price ($/mmBTU) 2023 Q3 20,870 1,920,013 $76.73 Q3 105,678 9,722,370 $3.861 Q4 20,224 1,860,576 $75.67 Q4 105,619 9,716,958 $3.815 Avg./Total 20,547 3,780,589 $76.21 Avg./Total 105,649 19,439,328 $3.838 2024 Q1 10,497 955,203 $76.02 Q1 103,974 9,461,616 $3.614 Q2 10,583 963,017 $75.10 Q2 104,350 9,495,805 $3.485 Q3 11,451 1,053,456 $73.60 Q3 103,048 9,480,457 $3.486 Q4 7,299 671,469 $70.42 Q4 68,945 6,342,909 $3.479 Avg./Total 9,954 3,643,145 $74.05 Avg./Total 95,029 34,780,787 $3.519 2025 Q1 1,308 117,749 $67.92 Q1 11,500 1,035,000 $3.791 Q2 1,089 99,133 $68.01 Q2 5,055 460,000 $4.000 Q3 1,004 92,394 $67.94 Q3 5,000 460,000 $4.000 Q4 966 88,911 $67.81 Q4 3,315 305,000 $4.000 Avg./Total 1,091 398,187 $67.92 Avg./Total 6,192 2,260,000 $3.904 2026 Q1 430 38,726 $63.25 Q1 0 0 Q2 430 39,157 $62.74 Q2 0 0 Q3 430 39,587 $62.28 Q3 0 0 Q4 430 39,587 $61.70 Q4 0 0 Avg./Total 430 157,057 $62.49 Avg./Total 0 0 Hedges as of July 31, 2023. This table does not include volumes subject to swaptions, basis swaps, puts, and call options, which could increase the amounts of volumes hedged at the option Investor Presentation September 2023 | 42 NOG 1) of NOG's counterparties. For additional information, see Note 11 to our financial statements included in our Form 10-Q filed with the SEC for the period ended June 30, 2023.#43Hedge Profile-Basis SWAPS NOG continues to execute a strategy built around the safeguard of returns during a commodity down-cycle, while retaining flexibility to capture the opportunistic upside MIDLAND-CUSHING BASIS SWAP WAHA BASIS SWAP Barrels per Day Total Hedged Volumes Weighted Average Price Million British Thermal Units Total Hedged Volumes Weighted Average Price Contract Period Contract Period (BBL/d) (BBL) ($/BBL) per Day (mmBTU/d) (mmBTU) ($/mmBTU) 2023 Q3 10,914 1,004,126 $1.27 Q3 27,000 2,484,000 ($0.999) Q4 10,872 1,000,252 $1.27 Q4 27,000 2,484,000 ($0.999) Avg./Total 10,893 2,004,378 $1.27 Avg./Total 27,000 4,968,000 ($0.999) 2024 Q1 12,268 1,116,431 $1.21 Q1 27,000 2,457,000 ($0.999) Q2 12,490 1,136,609 $1.21 Q2 27,000 2,457,000 ($0.999) Q3 12,551 1,154,712 $1.20 Q3 27,000 2,484,000 ($0.999) Q4 12,325 1,133,869 $1.21 Q4 27,000 2,484,000 ($0.999) Avg./Total 12,409 4,541,621 $1.21 Avg./Total 27,000 9,882,000 ($0.999) 2025 Q1 6,113 550,126 $1.01 Q1 27,000 2,430,000 ($0.999) Q2 5,813 528,940 $1.00 Q2 27,000 2,457,000 ($0.999) Q3 5,613 516,352 $1.00 Q3 27,000 2,484,000 ($0.999) Q4 5,613 516,352 $1.00 Q4 22,359 2,057,000 ($0.888) Avg./Total 5,786 2,111,770 $1.00 Avg./Total 25,830 9,428,000 ($0.975) 2026 Q1 306 27,563 $1.00 Q1 20,000 1,800,000 ($0.813) Q2 306 27,870 $1.00 Q2 20,000 1,820,000 ($0.813) Q3 306 28,176 $1.00 Q3 20,000 1,840,000 ($0.813) Q4 306 28,176 $1.00 Q4 20,000 1,840,000 ($0.813) Avg./Total 306 111,785 $1.00 Avg./Total 20,000 7,300,000 ($0.813) 1) Hedges are as of July 31, 2023. This table does not include volumes subject to swaptions, basis swaps, puts, and call options, which could increase the amounts of volumes hedged at the option of NOG's counterparties. For additional information, see Note 11 to our financial statements included in our Form 10-Q filed with the SEC for the period ended June 30, 2023. Investor Presentation September 2023 | 43 NOG#44Hedge Profile-COLLARS and PUTS NOG continues to execute a strategy built around the safeguard of returns during a commodity down-cycle, while retaining flexibility to capture the opportunistic upside CRUDE OIL DERIVATIVE COLLARS NATURAL GAS DERIVATIVE COLLARS Contract Period Total Ceiling Barrels (BBL) Total Floor Barrels (BBL) Barrels per Day Ceiling (BBL/d) Barrels per Day Floor (BBL/d) Price Ceiling ($/BBL) Price Floor ($/BBL) Contract Period Total Ceiling Million British Thermal Units (mmBTU) Total Floor Million British Thermal Units (mmBTU) 2023 Q3 1,823,989 1,441,613 19,826 15,670 $86.38 $71.57 Q3 5,060,000 5,060,000 Ceiling Million British Thermal Units per Day (mmBTU/d) 55,000 Floor Million British Thermal Units per Day (mmBTU/d) Price Ceiling Price Floor ($/mmBTU) ($/mmBTU) 55,000 $6.674 $4.182 Q4 1,969,252 1,577,676 21,405 17,149 $85.53 $71.44 Q4 6,285,000 6,285,000 68,315 68,315 $6.902 $4.134 Avg./Total 3,793,241 3,019,289 20,615 16,409 $85.94 $71.50 Avg./Total 11,345,000 11,345,000 61,658 61,658 $6.800 $4.155 2024 Q1 1,945,397 1,294,178 21,378 14,222 $84.84 $69.82 Q1 2,502,500 2,502,500 27,500 27,500 $6.496 $3.636 Q2 1,946,387 1,304,267 21,389 14,333 $84.61 $69.12 Q2 1,137,500 1,137,500 12,500 12,500 $4.948 $3.200 Q3 782,056 630,256 8,501 6,851 $80.44 $68.16 Q3 1,530,000 1,530,000 16,630 16,630 $4.610 $3.000 Q4 723,749 549,800 7,867 5,976 $81.80 $68.15 Q4 1,840,000 1,840,000 20,000 20,000 $4.763 $3.000 Avg./Total 5,397,589 3,778,501 14,748 10,324 $83.71 $69.06 Avg./Total 7,010,000 7,010,000 19,153 19,153 $5.378 $3.259 2025 Q1 323,286 224,849 3,592 2,498 $78.69 $66.98 Q1 4,620,734 4,620,734 51,341 51,341 $6.276 $3.143 Q2 273,171 199,233 3,002 2,189 $75.49 $67.63 Q2 3,859,216 3,859,216 42,409 42,409 $5.506 $3.141 Q3 234,994 161,970 2,554 1,761 $75.76 $67.89 Q3 3,336,781 3,336,781 36,269 36,269 $5.626 $3.147 Q4 208,511 135,487 2,266 1,473 $76.87 $67.63 Q4 3,368,797 3,368,797 36,617 36,617 $5.865 $3.139 Avg./Total 1,039,962 721,539 2,849 1,977 $76.82 $67.48 Avg./Total 15,185,528 15,185,528 41,604 41,604 $5.846 $3.142 2026 Q1 43,226 39,289 480 437 $70.25 $62.50 Q1 3,193,735 3,193,735 35,486 35,486 $5.851 $3.136 Q2 43,707 39,727 480 437 $70.25 $62.50 Q2 3,229,220 3,229,220 35,486 35,486 $5.851 $3.136 Q3 44,187 40,163 480 437 $70.25 $62.50 Q3 3,264,706 3,264,706 35,486 35,486 $5.851 $3.136 Q4 44,187 40,163 480 437 $70.25 $62.50 Q4 3,264,706 3,264,706 35,486 35,486 $5.851 $3.136 Avg./Total 175,307 159,342 480 437 $70.25 $62.50 Avg./Total 12,952,367 12,952,367 35,486 35,486 $5.851 $3.136 1) Hedges are as of July 31, 2023. This table does not include volumes subject to swaptions, basis swaps, puts, and call options, which could increase the amounts of volumes hedged at the option of NOG's counterparties. Please note that NOG has purchased deferred premium crude oil puts in 2H23 for a total consideration of [$1.2] million. Investor Presentation September 2023 | 44 NOG For additional information, see Note 11 to our financial statements included in our Form 10-Q filed with the SEC for the period ended June 30, 2023.#45Important Disclosures Forward Looking Statements 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, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included in this presentation regarding Northern Oil and Gas, Inc.'s ("NOG," "we," "us" or "our") dividend plans and practices, financial position, operating and financial performance, business strategy, plans and objectives of management for future operations, industry conditions, indebtedness covenant compliance, capital expenditures, production, and cash flow are forward-looking statements. When used in this presentation, forward-looking statements are generally accompanied by terms or phrases such as "estimate,” “project,” “predict,” “believe,” “expect,” “continue," "anticipate,” “target,” “could,” “plan,” “intend," "seek," "goal," "will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on NOG's current properties and properties pending acquisition, changes in NOG's capitalization, infrastructure constraints and related factors affecting NOG's properties; cost inflation or supply chain disruptions, ongoing legal disputes over and potential shutdown of the Dakota Access Pipeline; NOG's ability to acquire additional development opportunities, potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from NOG's acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on NOG's cash position and levels of indebtedness; changes in NOG's reserves estimates or the value thereof, disruption to NOG's business due to acquisitions and other significant transactions; general economic or industry conditions, nationally and/or in the communities in which NOG conducts business; changes in the interest rate environment, legislation or regulatory requirements; conditions of the securities markets; risks associated with NOG's Convertible Notes, including the potential impact that the Convertible Notes may have NOG's financial position and liquidity, potential dilution, and that provisions of the Convertible Notes could delay or prevent a beneficial takeover of NOG; the potential impact of the capped call transaction undertaken in tandem with the Convertible Notes issuance, including counterparty risk; increasing attention to environmental, social and governance matters; NOG's ability to consummate any pending acquisition transactions; other risks and uncertainties related to the closing of pending acquisition transactions; NOG's ability to raise or access capital; cyber-incidents could have a material adverse effect NOG's business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond NOG's control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions; and other economic, competitive, governmental, regulatory and technical factors affecting NOG's operations, products and prices. Additional information concerning potential factors that could affect future results is included in the section entitled "Item 1A. Risk Factors" and other sections of NOG's most recent Annual Report on Form 10-K and Quarterly Report on Form 10- Q, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause NOG's actual results to differ from those set forth in the forward- looking statements. NOG has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond NOG's control. NOG does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws. Investor Presentation September 2023 | 45 NOG#46Important Disclosures Industry and Marketing Data Although all information and opinions expressed in this presentation, including market data and other statistical information (including estimates and projections relating to addressable markets), were obtained from sources believed to be reliable and are included in good faith, NOG has not independently verified the information and makes no representation or warranty, express or implied, as to its accuracy or completeness. Some data is also based on the good faith estimates of NOG, which are derived from its review of internal sources as well as the independent sources described above. This presentation contains preliminary information only, is subject to change at any time and, is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with NOG. While NOG is not aware of any misstatements regarding the industry and market data presented in this presentation, such data involve risks and uncertainties and are subject to change based on various factors, including those factors discussed under "Forward Looking Statements" above. NOG has no intention and undertakes no obligation to update or revise any such information or data, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Financial Measures This presentation includes certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). These measures include (i) EBITDA, (ii) Adjusted EBITDA, (iii) Net Debt, (iv) Return on Capital Employed ("ROCE"), (v) Recycle Ratio and (iv) Free Cash Flow. These non-GAAP financial measures are not measures of financial performance prepared or presented in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation, and users of any such information should not place undue reliance thereon. Please refer to the slides titled "Non- GAAP Reconciliations: Adjusted EBITDA & Other," "Non-GAAP Reconciliations: ROCE & Recycle Ratio," "Non-GAAP Reconciliations: Free Cash Flow" under the Appendix to this presentation for a reconciliation of these measures to the most directly comparable GAAP measures and NOG's definitions (which may be materially different than similarly titled measures used by other companies) of these measures as well as certain additional information regarding these measures. NOG believes the presentation of these metrics may be useful to investors because it supplements investors' understanding of its operating performance by providing information regarding its ongoing performance that excludes items it believes do not directly affect its core operations. From time-to-time NOG provides forward-looking Free Cash Flow estimates or targets; however, NOG is unable to provide a quantitative reconciliation of the forward-looking non-GAAP measure to its most directly comparable forward-looking GAAP measure because management cannot reliably quantify certain of the necessary components of such forward-looking GAAP measure. The reconciling items in future periods could be significant. Investor Presentation September 2023 | 46 NOG

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Q4 & FY22 - Investor Presentation image

Q4 & FY22 - Investor Presentation

Financial Services

FY23 Results - Investor Presentation image

FY23 Results - Investor Presentation

Financial Services

Ferocious - Plant Growth Optimizer image

Ferocious - Plant Growth Optimizer

Agriculture

Market Outlook and Operational Insights image

Market Outlook and Operational Insights

Metals and Mining

2023 Investor Presentation image

2023 Investor Presentation

Financial

Leveraging EdTech Across 3 Verticals image

Leveraging EdTech Across 3 Verticals

Technology

Axis 2.0 Digital Banking image

Axis 2.0 Digital Banking

Sustainability & Digital Solutions

Capital One’s acquisition of Discover image

Capital One’s acquisition of Discover

Mergers and Acquisitions