Nevada
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95-3848122
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer Identification No.)
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Large
accelerated filer
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£
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Accelerated
Filer
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£
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Non-accelerated
filer
(Do
not check if a smaller reporting company)
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£
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Smaller
reporting company
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T
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Amount
To Be Registered
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Proposed Maximum Offering Price
Per Share
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Proposed Maximum Aggregate
Offering Price
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Amount
Of Registration
Fee
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||||||||||
Shares
of common stock , par value $0.001 per share, issued and
outstanding
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67,500
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(1)(2)
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$ 3.075
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(3)
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$ 207,562.50
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$ 8.16
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|||||||
Total
Registration Fee
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$ 8.16
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(1)
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Consists
of shares of common stock issued to Deephaven MCF Acquisition LLC on
October 6, 2008 in a private placement.
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(2)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the registrant
is also registering such indeterminate number of shares of common stock as
may be issued from time to time as a result of stock splits, stock
dividends, or similar transactions pursuant to the anti-dilution
provisions in the above warrants.
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(3)
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Estimated
solely for the purpose of determining the amount of the registration fee,
based on the average of the high and low sale price of the common stock as
reported by the American Stock Exchange on December 18, 2008, in
accordance with Rule 457(c) under the Securities Act of
1933.
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Page
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SUMMARY
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3
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RISK
FACTORS
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4
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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4
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SELLING
STOCKHOLDER
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4
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USE
OF PROCEEDS
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5
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DETERMINATION
OF OFFERING PRICE
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5
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PLAN
OF DISTRIBUTION
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5
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DESCRIPTION
OF SECURITIES
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7
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INDEMNIFICATION
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8
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LEGAL
MATTERS
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8
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EXPERTS
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8
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WHERE
YOU CAN FIND MORE INFORMATION
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8
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Common
Stock Offered (1)
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67,500
shares of our common stock, par value $0.001 per share, issued in
connection with the purchase of certain oil and mineral leases from
Deephaven MCF Acquisition LLC.
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Offering
Price
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Market
price or privately negotiated prices.
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Common
Stock Outstanding
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34,092,164 shares as of
December 18, 2008.
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We
will not receive any proceeds from the sale of the shares offered by the
selling stockholder.
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American
Stock Exchange Symbol
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NOG
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Beneficial
Owner
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Shares
of Common Stock Owned Before the Offering
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Shares
of Common Stock Being Offered(1)
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Shares
of
Common
Stock
Owned
Upon
Completion
of
the
Offering(2)
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Percentage
of Common Stock Outstanding Upon
Completion
of Offering
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|||||||||
Deephaven
MCF Acquisition LLC
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67,500
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67,500
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0
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*
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Represents
the maximum number of shares that may be sold by the selling
stockholder pursuant to this prospectus; provided, however, that pursuant
to Rule 416 under the Securities Act of 1933, as amended, the registration
statement of which this prospectus is a part shall also cover any
additional shares of common stock which become issuable in connection with
the shares registered for sale hereby by reason of any stock dividend,
stock split, recapitalization or other transaction effected pursuant to
the anti-dilution provisions in the warrants, without the receipt of
consideration which results in an increase in the number of outstanding
shares of our common stock.
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(2)
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Assumes
the sale of all shares offered hereby to unaffiliated third
parties. The selling stockholder may sell all or part
of its respective shares.
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·
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits investors;
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·
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block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
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·
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
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·
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an
exchange distribution (on the American Stock Exchange or other exchange on
which our shares may be listed from time-to-time) in accordance with the
rules of the applicable exchange;
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·
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privately
negotiated transactions;
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·
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to
cover short sales made after the date that this registration statement is
declared effective by the Securities and Exchange
Commission;
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·
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broker-dealers
may agree with the selling stockholder to sell a specified number of such
shares at a stipulated price per
share;
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·
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a
combination of any such methods of sale;
and
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·
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any
other method permitted pursuant to applicable
law.
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·
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Annual
Report on Form 10-K for the fiscal year ended December 31,
2007.
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·
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Proxy
Statement for the 2008 Annual Meeting of
shareholders.
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·
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Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 2008, June
30, 2008 and September 30, 2008.
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·
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Current
Reports on Form 8-K Filed with the SEC on January 22, 2008, March 19, 2008
April 16, 2008, April 28, 2008, June 17, 2008, August 6, 2008, September
26, 2008, September 29, 2008 and November 4,
2008.
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AMOUNT
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||||
Registration
Fees
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$
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8.16
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Printing
and Engraving Costs
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0.00
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|||
Legal
Fees
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2,000.00
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|||
Accounting
Fees
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2,000.00
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|||
Listing
Fees
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0.00
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|||
Transfer
Agent Fees
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100.00
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|||
Miscellaneous
Fees and Expenses
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0.00
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|||
Total
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$
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4,108.16
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a
willful failure to deal fairly with the company or its stockholders in
connection with a matter in which the director has a material conflict of
interest;
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a
violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was
unlawful);
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a
transaction from which the director derived an improper personal profit;
and
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willful
misconduct.
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(a)
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
to:
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(i)
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Include
any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
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(iii)
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Include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(4)
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For
the purpose of determining liability under the Securities Act to any
purchaser, each prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of
this chapter) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter),
shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first
use.
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(5)
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For
determining liability of the undersigned registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 (§
230.424 of this chapter);
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
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(b)
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The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(e)
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The
undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
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(h)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 (the “Act”) may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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Signature
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Title
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Date
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/s/
Michael L. Reger
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Chief
Executive Officer, Director and Secretary
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December
24, 2008
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||
Michael
L. Reger
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||||
/s/
Ryan R. Gilbertson
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Chief
Financial Officer, Principal Financial Officer, Principal Accounting
Officer, Director
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December
24, 2008
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Ryan
R. Gilbertson
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||||
/s/
Loren J. O’Toole
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Director
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December
24, 2008
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Loren
J. O’Toole
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||||
/s/
Carter Stewart
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Director
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December
24, 2008
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Carter
Stewart
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||||
/s/
Jack King
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Director
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December
24, 2008
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Jack
King
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||||
/s/
Robert Grabb
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Director
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December
24, 2008
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Robert
Grabb
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||||
/s/
Lisa Bromiley Meier
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Director
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December
24, 2008
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Lisa
Bromiley Meier
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Exhibit
No.
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Description
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Reference
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2.1
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Form
of Underwriting Agreement.
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To
be filed by amendment or as an exhibit to a current report of the
registrant and incorporated herein by reference.
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2.2
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Agreement
and Plan of Merger dated March 20, 2007, with exhibits
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Incorporated
by reference to Exhibit 2 to the Current Report on Form 8-K12G3 filed with
the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
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2.3
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Written
Action of the Board of Directors of Kentex Petroleum, Inc., constituting
the plan and agreement of short-form merger with Northern Oil and Gas,
Inc., dated March 20, 2007
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Incorporated
by reference to Exhibit 2.2 to the Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on June 11, 2007, as
amended, File No. 333-143648
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3.1
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Articles
of Incorporation of Northern Oil and Gas, Inc.
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Incorporated
by reference to Exhibit 3.1 to the Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on July 6, 2000 (File
No. 000-30955).
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3.2
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Certificate
of Amendment of the Articles of Incorporation of Northern Oil and Gas,
Inc. dated March 27, 1984
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Incorporated
by reference to Exhibit 3.3(i) to the Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on July 6, 2000
(File No. 000-30955).
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3.3
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Certificate
of Amendment of the Articles of Incorporation of Northern Oil and Gas,
Inc. dated October 5, 1999
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Incorporated
by reference to Exhibit 3.3(ii) to the Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on July 6, 2000
(File No. 000-30955).
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3.4
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Written
Action of the Board of Directors of Kentex Petroleum, Inc. authorizing
name change to Northern Oil and Gas, Inc., dated March 20,
2007
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Incorporated
by reference to Exhibit 2.2 to the Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on June 11, 2007, as
amended, File No. 333-143648.
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3.5
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Amended
and Restated Bylaws of Northern Oil and Gas, Inc.
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Incorporated
by reference to Exhibit 99.2 to the Registrant’s Current Report on Form
8-K filed with the Securities and Exchange Commission on December 6, 2007
(File No. 000-30955).
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4.1
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Specimen
Stock Certificate of Northern Oil and Gas, Inc.
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Incorporated
by reference to Exhibit 2.2 to the Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on June 11, 2007, as
amended, File No. 333-143648.
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5.1
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Opinion
of Best & Flanagan LLP.
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Filed
herewith.
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10.1
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Montana
Lease acquisition agreement with Montana Oil Properties dated October 5,
2007
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Incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K12G3 filed
with the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
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10.2
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North
Dakota lease acquisition agreement with Southfork Exploration, LLC, dated
November 15, 2006
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Incorporated
by reference to Exhibit 10.2 to the Current Report on Form 8-K12G3 filed
with the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
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Exhibit No.
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Description |
Reference
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10.3
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Northern
Oil and Gas, Inc. Incentive Stock Option Plan adopted November 3,
2006
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Incorporated
by reference to Exhibit 10.3 to the Current Report on Form 8-K12G3 filed
with the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
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10.4
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Form
of Nonqualified Stock Option Agreement under the Northern Oil and Gas,
Inc.’s Incentive Stock Option Plan
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Incorporated
by reference to Exhibit 10.4 to the Current Report on Form 8-K12G3 filed
with the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
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10.5
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Form
of Convertible Promissory Note between the Company and Messrs. Reger,
Gilbertson and Polinsky
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Incorporated
by reference to Exhibit 10.5 to the Current Report on Form 8-K12G3 filed
with the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
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10.6
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Form
of Principal Shareholders Agreement, including exhibits
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Incorporated
by reference to Exhibit 10.6 to the Current Report on Form 8-K12G3 filed
with the Securities and Exchange Commission on March 22, 2007 (File No.
000-30955).
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10.7
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Form
of Warrant
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Incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K12G3 filed
with the Securities and Exchange Commission on September 14, 2007 (File
No. 000-30955).
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10.8
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Form
of Registration Rights Agreement
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Incorporated
by reference to Exhibit 10.3 to the current report on Form 8-K12G3 filed
with the Securities and Exchange Commission on September 14, 2007 (File
No. 000-30955).
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10.9
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Placement
Agency Agreement
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Incorporated
by reference to Exhibit 10.4 to the current report on Form 8-K12G3 filed
with the Securities and Exchange Commission on September 14, 2007 (File
No. 000-30955).
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10.10
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Form
of Lock-Up/Leak-Out Agreement
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Incorporated
by reference to Exhibit 10.5 to the current report on Form 8-K12G3 filed
with the Securities and Exchange Commission on September 14, 2007 (File
No. 000-30955).
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10.11
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Employment
Agreement by and between Northern Oil and Gas, Inc. and Michael L. Reger,
dated January 16, 2008
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Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on January 22, 2008
(File No. 000-30955).
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10.12
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Employment
Agreement by and between Northern Oil and Gas, Inc. and Ryan R.
Gilbertson, dated January 16, 2008
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Incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on January 22, 2008
(File No. 000-30955).
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10.13
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Irrevocable
Proxy Provided by Joseph A. Geraci II, Kimerlie Geraci, Lantern Advisers,
LLC, Isles Capital, LLC and Mill City Ventures, LP, dated February 21,
2008
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Incorporate
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on March 19, 2008 (File
No. 000-30955).
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10.14
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Agreement
by and between Northern Oil and Gas, Inc. and Deephaven MCF Acquisition
LLC dated April 14, 2008
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Incorporate
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on April 16, 2008 (File
No. 000-30955).
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Exhibit
No.
|
Description | Reference |
10.15
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Second
Amendment to Agreement by and between Northern Oil and Gas, Inc. and
Deephaven MCF Acquisition LLC dated April 14, 2008
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Incorporate
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on September 29, 2008
(File No. 000-30955).
|
10.16
|
Registration
Rights Agreement By and Among Northern Oil and Gas, Inc. and Deephaven MCF
Acquisition LLC dated April 14, 2008
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Incorporate
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on April 16, 2008 (File
No. 000-30955).
|
10.17
|
Lease
Purchase Agreement By and Between Northern Oil and Gas, Inc.
and Woodstone Resources, L.L.C.
|
Incorporate
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on June 17, 2008 (File
No. 000-30955).
|
10.18
|
Northern
Oil and Gas, Inc. 2008 Stock Compensation Plan
|
Incorporate
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on September 26, 2008
(File No. 000-30955).
|
14.1
|
Code
of Business Conduct and Ethics, effective as of November 30,
2007
|
Incorporated
by reference to Exhibit 99.3 to the Registrant’s Current Report on Form
8-K filed with the Securities Exchange Commission on December 6, 2007
(File No. 000-30955).
|
23.1
|
Consent
of Best & Flanagan LLP
|
Included
in Exhibit 5.1 filed herewith.
|
23.2
|
Consent
of Mantyla McReynolds LLC
|
Filed
herewith.
|
24.1
|
Powers
of Attorney
|
Included
on the signature page
hereto.
|