Nordic Oil and Gas Ltd. Enters into a Conditional Agreement for $10 Million
Financing Commitment

WINNIPEG, Oct. 29 /CNW/ - Donald Benson, Chairman and CEO of Nordic Oil and Gas Ltd. (the "Company), (TSXV: NOG),  is pleased to announce that the Company has entered into an agreement providing for an Equity Line Facility ("ELF") with Dutchess Opportunity Cayman Fund Ltd., a fund managed by Dutchess Capital Management, II LLC ("Dutchess"). Under the terms of the ELF, Dutchess has conditionally committed to provide up to $10 million of capital during a 36-month period, at Nordic's discretion, through the issue of common shares.

The ELF remains subject to certain conditions precedent, including obtaining an exemptive relief order from applicable securities regulatory authorities approval of the TSX Venture Exchange and the filing of an Annual Information Form, a preliminary short form base shelf prospectus and a prospectus supplement in certain jurisdictions in Canada, which will be subject to the required corporate and regulatory approvals.

"This new equity line facility with a well-established investor such as Dutchess would give us both flexible and inexpensive access to capital to support our growth initiatives," Mr. Benson stated. "By demonstrating access to capital, and combined with our growing production levels, and the strength of our exploration targets in Saskatchewan and Alberta, we are sending a clear and positive message to our shareholders that we are striving to increase our resources with the objective of new and additional production."

Subject to receipt of all necessary approvals and filing, Nordic can draw on Dutchess' commitment by sending draw down notices based on the company's requirements. Each drawdown will be priced based on the then-current stock price in accordance with an agreed-upon formula. Nordic will control the timing and amount of any share sales to Dutchess. The Company is restricted from issuing shares under a draw down to the extent such shares would result in Dutchess and its affiliates owning more than 10% of the issued and outstanding shares of the Company.

The agreement can be terminated at any time by the Company without the payment of any additional fees. No commissions will be paid by Nordic as a result of the signing of the ELF.

About Dutchess Capital
Dutchess Capital is an investment manager which provides creative financing for public companies. Founded in 2000, funds managed by Dutchess have made over $200 million in direct investments in companies throughout North America, Europe and Asia. For almost a decade, Dutchess has been a global leader in Equity Line Facilities (ELFs) and has transacted in excess of $1.8 billion in such financings worldwide. The ELF is a flexible financing structure by which publicly traded companies can raise capital quickly, efficiently and with less dilution than most traditional offerings. For more information, please visit www.dutchesscapital.com.

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 news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release is not for distribution to United States newswire services or for dissemination in the United States.

This press release contains forward-looking statements with respect to Nordic Oil and Gas Ltd., and matters concerning the raising of additional capital, 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.

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For further information:

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