form8k_01062009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) January 6, 2009
NORTHERN
OIL AND GAS, INC.
(Name of
small business issuer in its charter)
|
Nevada
|
000-33999
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95-3848122
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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315
Manitoba Avenue – Suite 200
Wayzata,
Minnesota 55391
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55391
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|
(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (952)
476-9800
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
8 – OTHER EVENTS
Item
8.01 – Other Events.
On
January 6, 2009, Northern Oil and Gas, Inc. (the “Company”) announced that it
has entered into a letter of intent with a financial institution for a senior
secured, reserve-based revolving credit facility providing up to $25 million of
financing for future drilling activities. As proposed, $15 million of
financing would initially be made available for drilling projects, specifically
developmental drilling on the Company’s North Dakota Bakken and Three Forks
position. The remaining $10 million of financing under the facility
could become available upon subsequent recalculations of reserves based on the
deployment of the immediately-available principal amount. The
facility will be available for a period of four years and will feature a
floating rate of interest competitive with other senior secured revolving credit
facilities provided to other companies in the oil and gas
industry. The facility will be subject to the usual and customary
financial covenants. Final execution of a definitive agreement
regarding the credit facility is subject to various conditions, including
completion of due diligence and negotiation of definitive loan documentation,
among other things.
On
January 6, 2009, the Company also announced its 2009 capital
budget. The Company participates on a heads-up basis in the drilling
of wells in spacing units containing the Company’s acreage. Based on
current permitting activities, the Company anticipates the following capital
expenditures and operating expenses in 2009:
Developmental
Bakken
Drilling
$ 31,000,000
Conventional
Exploratory
Drilling
$ 850,000
Capitalized
Costs,
Interest
$ 1,200,000
General
& Administrative
Expenses
$ 2,000,000
Total
Capital Expenditure and
G&A
$ 35,050,000
A copy of
the press release is included as exhibit 99.1 to this Form 8-K.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 – Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release dated January 6, 2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
NORTHERN
OIL AND GAS, INC.
Date: January
6,
2009 By
/s/ Michael L.
Reger
Michael
L. Reger, Chief Executive Officer