Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
NORTHERN OIL & GAS, INC. entered into Contingent Consideration Agreement with Parallax Energy Operating Inc. valued at Contingent consideration of CA$25.0 million (effective 2026-05-22).
- Action
- entry
- Counterparty
- Parallax Energy Operating Inc.
- Value
- Contingent consideration of CA$25.0 million
- Effective
- 2026-05-22
Exact text from the filing
Pursuant to the PSA, at Closing, the Company and Seller will also enter into a Contingent Consideration Agreement (as defined in the PSA) pursuant to which the Company may owe additional contingent consideration of CA$25.0 million (“the “Contingent Consideration”) if the arithmetic average of the daily settlement price for the NYMEX WTI crude oil prompt month contract exceeds a specified price from April 1, 2026 through December 31, 2027.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
NORTHERN OIL & GAS, INC. entered into Asset Purchase and Sale Agreement with Parallax Energy Operating Inc. valued at CA$237.0 million in cash plus stock valued at CA$113.0 million, plus contingent consideration of CA$ (effective 2026-05-22).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Parallax Energy Operating Inc.
- Value
- CA$237.0 million in cash plus stock valued at CA$113.0 million, plus contingent consideration of CA$
- Effective
- 2026-05-22
Exact text from the filing
Item 1.01 Entry Into a Material Definitive Agreement. On May 22, 2026, Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), entered into an asset purchase and sale agreement (the “PSA”) among Parallax Energy Operating Inc., a corporation existing under the laws of the Province of Alberta (“Seller”), NOG Energy Canada, Ltd., a corporation existing under the laws of the Province of Alberta and a wholly owned subsidiary of the Company (“Purchaser”), and, for certain limited purposes, the Company pursuant to which Purchaser agreed to acquire from Seller (the “Parallax Acquisition”) certain oil and gas properties, interests and related assets (the “Assets”) for an unadjusted aggregate purchase price of CA$237.0 million in cash (the “Cash Consideration”), plus a number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate dollar value equal to the United States dollar equivalent (as of the business day immediately preceding c
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
NORTHERN OIL & GAS, INC. entered into Registration Rights Agreement with Parallax Energy Operating Inc. valued at Customary registration rights for resale of Stock Consideration (effective 2026-05-22).
- Action
- entry
- Counterparty
- Parallax Energy Operating Inc.
- Value
- Customary registration rights for resale of Stock Consideration
- Effective
- 2026-05-22
Exact text from the filing
Pursuant to the PSA, in connection with the Closing, the Company will enter into a registration rights agreement (the “Registration Rights Agreement”) with Seller pursuant to which the Company will agree to prepare and file with the Securities and Exchange Commission (the “SEC”) a shelf registration statement, or a prospectus supplement to an existing registration statement, on Form S-3ASR, covering the resale of the Stock Consideration no later than the later to occur of (x) the first business day following the Closing and (y) three business days after receipt of a completed customary questionnaire from Seller (subject to certain conditions and exceptions).
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