Nordic Oil and Gas Ltd. Announces Initial Closing of Private Placement
Offering of Debentures

    
    /THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
    DISTRIBUTION TO U.S. NEWS WIRE SERVICES/
    

WINNIPEG , Nov. 6 /CNW/ - Mr. Donald Benson , Chairman and Chief Executive Officer of Nordic Oil and Gas Ltd. (the "Corporation"), today announced the first closing of the Corporation's previously announced private placement offering (the "Offering") of up to $3,000,000 principal amount of 3 year 10% secured convertible redeemable debentures (the "Debentures"). At the first closing of the Offering, the Corporation issued $497,000 principal amount of Debentures.

The Debentures have a term of three years from today's date and bear interest at a rate of 10% per annum. Debentureholders may elect to receive interest payments in Class A common shares of the Corporation ("Common Shares"), in lieu of cash, at the same rate of interest per annum as set forth above, at a price per share to be determined at such time as the shares are issued in accordance with TSX Venture Exchange policies. The Debentures may be converted at the option of the Debenture holders into Common Shares at a price of $0.15 per share at any time until maturity of the Debentures. The Debentures are redeemable at the option of the Corporation at a price equal to 105% of the face value of the Debentures plus all accrued and unpaid interest thereon, subject to the right of the holders of Debentures to convert such Debentures to Common Shares prior to the date of redemption. The Debentures, and any Common Shares issued upon conversion thereof, will be restricted from transfer for a period of four months and a day from the date hereof in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

Certain persons assisted the Corporation by introducing potential subscribers for the Offering and were paid a finder's fee of up to 6% of the total subscription proceeds received from subscribers introduced by each particular person. No broker warrants were issued in connection with the Offering.

The proceeds of this Offering will be used for general corporate and working capital purposes. The Corporation anticipates having a second closing of the Offering in the near future.

All the terms of the Offering are subject to the final 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.

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. 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. 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.

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For further information: Don Bain, Corporate Secretary, Nordic Oil & Gas Ltd., Tel. [phone], Fax: [phone], E-mail: [email protected], www.nordicoilandgas.com