PROSPECTUS
SUPPLEMENT NO. 1 TO REG 333-143648
Prospectus
Supplement filed pursuant to Rule 424(b)(3)
in
connection with Registration Statement No. 333-143648
Northern
Oil and Gas, Inc.
Prospectus
Supplement No. 1 dated September 14, 2007
(To
Prospectus dated August 13, 2007)
4,671,573
shares of common stock
This
Prospectus Supplement No., 1 supplements information contained in that certain
Prospectus, dated August 13, 2007, as amended or supplemented (the
“Prospectus”), relating to the offer and sale by the selling stockholders listed
in the Prospectus of up to 4,671,573 shares of common stock of Northern Oil
and
Gas, Inc. This Prospectus Supplement is not complete without, and may not be
delivered or used except in connection with, the Prospectus. We will not receive
any proceeds from the sale of the shares of common stock by selling
shareholders.
Filing
of Current Reports on Form 8-K
On
September 14, 2007, we filed a Current Report on Form 8-K to report consummation
of a private sale of securities, the contents of which are to be included after
the last paragraph in the discussion under the heading, “Business - Recent
Developments” on page 15 of the Prospectus and are set forth below:
On
September 10, 2007 Northern Oil & Gas, Inc. (the “Company”) completed a
private placement of 4,545,455 shares of common stock to accredited investors
at
a subscription price of $3.30 per share for total gross proceeds of $15,000,000.
In
addition to common stock, investors purchasing shares in the private placement
will also receive a warrant to purchase common stock. For each share of common
stock purchased in this transaction, the purchaser will receive the right to
purchase one-half share of Northern common stock at a price of $5.00 per share
for a period of 18 months from the date of closing and the right to purchase
one-half share of Northern common stock at a price of $6.00 for a period of
48
months from the date of closing. The total number of shares which are issuable
upon exercise of the warrants, including the placement agent’s warrant, is
4,818,183.
FIG
Partners, LLC Energy Research & Capital Partners served as the exclusive
placement agent for the transaction for which it received consideration in
cash
and warrants.
In
connection with the private placement, the Company has agreed to file a
registration statement covering the shares, including the shares to be issued
upon exercise of warrants, with the United States Securities and Exchange
Commission.
In
addition, four of the Company’s founders have executed restriction agreements
under which they agree not to sell shares of beneficial interest in the Company
for a period of 18 months from the closing of this private placement, except
under certain limited circumstances. Approximately 13,289,000 shares of the
Company’s common stock are subject to the lock-up agreement.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning
on page 4 of the Prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OUR SECURITIES OR DETERMINED THAT THE PROSPECTUS OR
THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANYONE TO
TELL
YOU OTHERWISE.
The
date
of this Prospectus Supplement No. 1 is September 14, 2007.