Exhibit 1

 

ATTACHMENT 1

 

All of the directors and executive officers (collectively referred to in this Attachment 1 as the “TRT Covered Persons”) of TRT Holdings, Inc. (“TRT Holdings”) are citizens of the United States. The names, business addresses, and principal occupations of the TRT Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth below. Except for Robert B. Rowling (as set forth in the attached Amendment No. 19 to the Schedule 13D) and James D. Caldwell (as set forth in Amendment No. 16 to the Schedule 13D), none of the TRT Covered Persons beneficially own any shares of Common Stock of Northern Oil and Gas, Inc. (“Common Stock”). Subsequent to the most recent filing on Schedule 13D by the Reporting Persons, Michael G. Smith purchased 100 shares of Common Stock, representing less than 1.0% of the class outstanding, on the NYSE American at an average price per share of $7.00, including commissions, using his personal funds. On December 1, 2020, Mr. Smith sold all 450 shares of Common Stock then owned by him at a sale price of $6.95, less commissions. Except for Robert B. Rowling (as set forth in the attached Amendment No. 19 to the Schedule 13D), none of the TRT Covered Persons has entered into any transactions with respect to shares of Common Stock during the past 60 days. To the best knowledge of TRT Holdings, during the last five years, none of the TRT Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. TRT Holdings’ principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries.

 

DIRECTORS

 

Name  Business Address  Principal Occupation
Robert B. Rowling  TRT Holdings, Inc.  Director
   4001 Maple Ave., Suite 600   
   Dallas, Texas 75219   
       
Michael G. Smith  TRT Holdings, Inc.  Director
   4001 Maple Ave., Suite 600   
   Dallas, Texas 75219   
       
James D. Caldwell  TRT Holdings, Inc.  Director
   4001 Maple Ave., Suite 600   
   Dallas, Texas 75219   
       
T. Blake Rowling  TRT Holdings, Inc.  Director
   4001 Maple Ave., Suite 600   
   Dallas, Texas 75219   

 

EXECUTIVE OFFICERS

 

Name  Business Address  Principal Occupation
Robert B. Rowling  TRT Holdings, Inc.  Chairman and
   4001 Maple Ave., Suite 600  Chief Executive Officer
   Dallas, Texas 75219   
       
T. Blake Rowling  TRT Holdings, Inc.  President
   4001 Maple Ave., Suite 600   
   Dallas, Texas 75219   
       
James D. Caldwell  TRT Holdings, Inc.  Executive Vice President
   4001 Maple Ave., Suite 600   
   Dallas, Texas 75219   
       
Michael G. Smith  TRT Holdings, Inc.  Executive Vice President
   4001 Maple Ave., Suite 600  Real Estate & Development
   Dallas, Texas 75219   
       
Paul A. Jorge  TRT Holdings, Inc.  Senior Vice President,
   4001 Maple Ave., Suite 600  Secretary and General Counsel
   Dallas, Texas 75219   

 

 

 

 

ATTACHMENT 3

 

The names of the manager and executive officers (collectively referred to in this Attachment 3 as the “Cresta Greenwood Covered Persons”) of Cresta Greenwood, LLC (“Cresta Greenwood”) and their positions at Cresta Greenwood are set forth below. The executive officers of Cresta Greenwood are citizens of the United States. The principal occupation of the executive officers of Cresta Greenwood, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Amendment No. 19 to the Schedule 13D. Except for Cresta Investments, LLC (as set forth in the attached Amendment No. 19 to the Schedule 13D) and James D. Caldwell (as set forth in Amendment No. 16 to the Schedule 13D), none of the Cresta Greenwood Covered Persons beneficially own any shares of Common Stock of Northern Oil and Gas, Inc. (“Common Stock”). Subsequent to the most recent filing on Schedule 13D by the Reporting Persons, Michael G. Smith purchased 100 shares of Common Stock, representing less than 1.0% of the class outstanding, on the NYSE American at an average price per share of $7.00, including commissions, using his personal funds. On December 1, 2020, Mr. Smith sold all 450 shares of Common Stock then owned by him at a sale price of $6.95, less commissions. None of the Cresta Greenwood Covered Persons has entered into any transactions with respect to shares of Common Stock during the past 60 days. To the best knowledge of Cresta Greenwood, during the last five years, none of the executive officers of Cresta Greenwood (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The principal business of Cresta Greenwood, a Delaware limited liability company, is investing in equity securities and its business address is 4001 Maple Ave., Suite 600, Dallas, Texas 75219.

 

MANAGER   
    
Name  Position at Cresta Greenwood, LLC
Cresta Investments, LLC  Manager
    
EXECUTIVE OFFICERS   
    
Name  Position at Cresta Greenwood, LLC
James D. Caldwell  President
    
Michael G. Smith  Vice President, Treasurer
    
Paul A. Jorge  Vice President, Secretary

 

 

 

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate.  This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

Dated as of February 8, 2021

 

  TRT Holdings, Inc.
     
  By: /s/ T. Blake Rowling
    Name: T. Blake Rowling
    Title: President
     
  Cresta Investments, LLC
     
  By: /s/ Paul A. Jorge
    Name: Paul A. Jorge
    Title: Secretary
     
  Cresta Greenwood, LLC
     
  By: /s/ Paul A. Jorge
    Name: Paul A. Jorge
    Title: Secretary
     
  /s/ Robert B. Rowling
  Robert B. Rowling
   
  TTBR Investments LLC
     
  By: /s/ Paul A. Jorge
    Name: Paul A. Jorge
    Title: Vice President
     
  TRBRJR Investments LLC
     
  By: /s/ Paul A. Jorge
    Name: Paul A. Jorge
    Title: Vice President
       
  The Rowling Foundation
   
  By: /s/ Robert B. Rowling
    Name: Robert B. Rowling
    Title: Trustee