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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T
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Non-accelerated
filer
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£
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Smaller
reporting company
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£
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(Do
not check if a smaller reporting company)
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Title
Of Each Class Of Securities To Be Registered
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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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131,472 | (1)(2) | $ | 9.74 | (3) | $ | 1,280,537 | $ | 72 | (6) | ||||||
Shares
of common stock, par value $0.001 per share, issuable upon exercise of
outstanding warrants
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300,000 | (1)(4) | $ | 5.00 | (5) | $ | 1,500,000 | $ | 84 | (6) | ||||||
Total:
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431,472 | $ | 2,780,537 | $ | 156 | (6) |
(1)
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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, or pursuant to the anti-dilution
provisions in the above warrants.
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(2)
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Consists
of shares of common stock originally issued by the Company in transactions
exempt from registration under the Securities Act of
1933.
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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 NYSE
Amex Equities Market on December 14, 2009, in accordance with Rule 457(c)
under the Securities Act of
1933.
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(4)
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Consists
of shares of common stock issuable to CIT Group/Equity Investments, Inc.
upon exercise of warrants issued February 27, 2009 in a transaction exempt
from registration under the Securities Act of
1933.
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(5)
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Estimated
solely for the purpose of determining the amount of the registration fee,
based on the price at which shares may be issued upon exercise of
warrants, in accordance with Rule 457(g) under the Securities Act of
1933.
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(6)
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Previously
paid.
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▪
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131,472 shares of common stock
were issued to various selling stockholders in connection with the
purchase of certain oil and mineral leases;
and
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▪
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300,000 shares of common stock
are issuable upon exercise of warrants issued to CIT Group/Equity
Investments, Inc. in connection with a financing
transaction.
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Page
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4
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4
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5
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6
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7
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7
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8
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9
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10
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10
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10
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Common
Stock Offered by Selling Stockholders
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An aggregate of 431,472 shares of our common stock, par value $0.001 per share, consisting of the following: | |||
▪ |
131,472
shares of common stock that were issued in connection with the purchase of
certain oil and mineral leases; and
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▪ |
300,000
shares of common stock that are issuable upon exercise of warrants issued
to CIT Group/Equity Investments, Inc. in connection with a financing
transaction.
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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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43,473,717 shares as of December 9, 2009. | |||
Use
of Proceeds
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We are not offering any shares pursuant to this prospectus, and we will not receive any proceeds from the sale of the shares offered by the selling stockholders. | |||
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NYSE
Amex
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NOG |
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▪
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131,472 shares of common stock
were issued to various selling stockholders (as listed in the table below)
in connection with the purchase of certain oil and mineral leases;
and
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▪
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300,000 shares of common stock
are issuable upon exercise of warrants issued to CIT Group/Equity
Investments, Inc. in connection with a financing
transaction.
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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 to be Owned
Upon Completion
of Offering
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CIT
Group/Equity Investments, Inc. (3)
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300,000
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300,000
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0
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*
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Missouri
River Royalty Corporation (4)
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125,515
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98,235
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27,280
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*
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D.J.
Stuber Land & Royalty Trust (5)
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16,618
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16,618
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0
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*
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Stuber
Mineral Trust (6)
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4,155
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4,155
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0
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*
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MBI
Oil & Gas, LLC (7)
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74,309
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8,309
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66,000
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*
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PitchBlack
Oil, LLC (8)
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4,155
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4,155
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0
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*
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(1)
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Represents
the maximum number of shares that may be sold by the selling stockholders
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 which, without the receipt of
consideration, 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 stockholders may sell all or part of their
respective shares.
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(3)
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The
address of this selling stockholder is 505 Fifth Avenue, New York, New
York 10017. J. Daryl MacLellan is the President, Michael Magee is an
Executive Vice President, Glenn Votek is a Director/Executive Vice
President and Mark Carlson is the Senior Vice President of CIT
Group/Equity Investments, Inc. and, as such, those individuals have voting
and investment control with regard to shares of our common stock held by
CIT Group/Equity Investments, Inc.
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(4)
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The
address of this selling stockholder is 919 S. 7th
Street, Suite 405, Bismarck, ND 58504. Loren Kopseng, Don
Russell and Ryan Kopseng have shared voting and investment control with
regard to shares of our common stock held by this selling
stockholder.
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(5)
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The
address of this selling stockholder is P.O. Box 1414, Dickinson, ND
58602. Dudley J. Stuber, as trustee of the trust, has sole
voting and investment control with regard to shares of our common stock
held by this selling stockholder.
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(6)
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The
address of this selling stockholder is P.O. Box 56, Bowman, ND
58623. Dudley J. Stuber and Roger Stuber, as co-trustees of the
trust, have shared voting and investment control with regard to shares of
our common stock held by this selling
stockholder.
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(7)
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The
address of this selling stockholder is 12980 35th
Street SW, Belfiedl ND 58622. James Arthaud, President and CEO,
has sole voting and investment control with regard to shares of our common
stock held by this selling
stockholder.
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(8)
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The
address of this selling stockholder is P.O. Box 1404, Dickinson, ND
58602. Dudley J. Stuber, President, has sole voting and
investment control with regard to shares of our common stock held by this
selling stockholder.
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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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purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
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an
exchange distribution (on the NYSE Amex Equities Market 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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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,
2008.
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·
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Proxy
Statement for the 2009 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, 2009, June
30, 2009, and September 30, 2009.
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·
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Current
Reports on Form 8-K Filed with the SEC on January 5, 2009, January 6,
2009, February 2, 2009, March 2, 2009, May 29, 2009, June 24, 2009, and
October 30, 2009.
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EXPENSE
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AMOUNT
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Registration
Fees
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$
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156
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Printing
and Engraving Costs
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--
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Legal
Fees
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2,000
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Accounting
Fees
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2,000
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Listing
Fees
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--
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Transfer
Agent Fees
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100
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Miscellaneous
Fees and Expenses
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--
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Total
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$
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4,256
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▪
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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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▪
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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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▪
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a transaction from which the
director derived an improper personal profit;
and
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▪
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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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(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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/s/
Michael L. Reger
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Chief
Executive Officer, Director and Secretary
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Michael
L. Reger
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/s/ *
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Chief
Financial Officer, Principal Financial Officer, Principal Accounting
Officer, Director
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Ryan
R. Gilbertson
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/s/ *
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Director
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Loren
J. O’Toole
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/s/ *
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Director
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Carter
Stewart
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/s/ *
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Director
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Jack
King
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/s/ *
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Director
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Robert
Grabb
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/s/ *
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Director
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Lisa
Meier
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*
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Michael
L. Reger, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named directors and officers pursuant to
powers of attorney duly executed by such
persons.
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By:
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/s/ Michael L. Reger
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Attorney-in-fact
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Exhibit
No.
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Description
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Reference
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3.1
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Composite
Articles of Incorporation of Northern Oil and Gas, Inc.
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Incorporated
by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K/A
(Amendment No. 3) filed with the SEC on June 24, 2009 (File No.
001-33999).
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3.2
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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 Faegre & Benson LLP.
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Previously
filed.
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23.1
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Consent
of Faegre & Benson LLP
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Previously
filed.
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Consent
of Mantyla McReynolds LLC
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Filed
herewith.
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23.3
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Consent
of Ryder Scott Company, L.P.
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Previously
filed.
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24.1
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Powers
of Attorney
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Previously
filed.
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