NORDIC OIL AND GAS ANNOUNCES PRIVATE PLACEMENT FLOW-THROUGH OFFERING

WINNIPEG, May 11 /CNW/ - Donald Benson, President of Nordic Oil and Gas Ltd. ("the Company" or Nordic"), today announced a new non-brokered private placement offering (the "Offering") of up to 10,000,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of up to $1,000,000. Each Unit of the Offering will consist of one Class A common share of the Company issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one-half of one Class A common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase one regular Class A common share of the Company at a price of $0.12 per share for a period of 18 months from the date of issuance.

The securities issued pursuant to the Offering are subject to a four-month hold period from the date of issuance. The Company anticipates multiple closings of the Offering in the coming weeks.

Certain finders are expected to assist the Company by introducing potential subscriber(s) to the Offering and, subject to compliance with applicable legislation, will be entitled to receive fees equal to up to 10% of the purchase price of the Units sold pursuant to the Offering, as well as compensation warrants (the "Finder's Warrants") equal to up to 10% of the number of Units sold pursuant to the Offering. Each Finder's Warrant shall entitle the holder thereof to purchase one regular Class A common share of the Company at a price of $0.12 for a period of 18 months from the date of issuance.

As a result of measures introduced in the 2006 and 2007 budgets, an individual purchasing flow-through shares could donate them to charity and was then entitled to claim resource deductions for expenses renounced by the issuer of the shares as well as a charitable donation tax credit or deduction, while still benefiting from the capital gains exemption in respect of the flow-through shares donated. However, the March 22, 2011 federal budget has proposed to restrict the exemption from capital gains tax generally available in respect of the donation of publicly listed securities to registered charities where the securities donated are flow-through shares. The exemption will be available only to the extent that capital gains realized on dispositions of shares of that class exceed the original cost of all flow-through shares of the class issued to the donor.

"The budget is not expected to pass until sometime in June, so this new Nordic flow-through offering will be one of the last opportunities for someone to purchase flow-through shares and gift them to a registered charity," Mr. Benson stated.

All terms of the Offering are subject to the approval of the TSX Venture Exchange.

About Nordic Oil and Gas Ltd.

Nordic Oil and Gas Ltd. is a junior oil and gas company engaged in the exploration and development of oil, natural gas and Coal Bed Methane in Alberta and Saskatchewan. The Corporation is listed on the TSX Venture Exchange and trades under the symbol NOG. Nordic was one of the "2008 TSX Venture 50" companies, a ranking of the top 10 public venture capital companies in five industry sectors listed on the TSX Venture Exchange.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the contents of this News Release.

This press release contains forward-looking statements with respect to Nordic Oil and Gas Ltd. properties, and matters concerning the business, operations, strategy, and financial performance of Nordic. These statements generally can be identified by use of forward-looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the estimates and projections regarding the properties are realized. Forward-looking statements are based on a number of assumptions which may prove to be incorrect. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and Nordic does not undertake any obligation to update such statements except as required by law.

SOURCE Nordic Oil

For further information:

Don Bain, Corporate Secretary.
Nordic Oil and Gas Ltd.
Tel. 204-229-7751
Fax: 204-943-1829
E-mail: donbain1@mts.net
www.nordicoilandgas.com

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Nordic Oil & Gas Ltd.

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