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March 22, 2005
NORDIC OIL AND GAS TO RAISE $5.6
MILLION BY WAY OF LONG FORM PROSPECTUS & PRIVATE PLACEMENT OFFERING
Funds to Accelerate Exploration & Drilling Activities at Company's Three Locations
WINNIPEG, MB. (March 22, 2005) - Donald Benson, Chairman and Chief Executive Officer of Nordic Oil and Gas Ltd. (the "Corporation"), today announced the Corporation's intention to raise up to a maximum of $5,600,000 by way of a Private Placement Offering of Flow-Through Common Shares and a Public Offering of Class A Common Share Units (the "Offerings").
The Offerings will include up to 11,200,000 Common Share Units ("CS Units") at $0.50 per unit and/or up to 9,333,333 Flow-Through Share Units ("FT Units") at $0.60 per Unit on a best commercial efforts basis to residents in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
Each CS Unit will consist of one Class A Common Share of the Corporation and one-half Class A Share Purchase Warrant ("CS Warrant"). Each full CS Warrant will entitle the holder to acquire one Class A Common Share exercisable at $0.75 per share for a period of one year following the closing of the transaction. Each FT Unit will consist of one Flow-Through Common Share and one-half Class A Common Share Purchase Warrant ("FT Warrant"). Each full FT Warrant will entitle the holder to purchase one Class A Common Share of the Corporation at a price of $0.90 for a period of one year from the date of issuance.
First Associates Investment Inc. of Calgary, ("First Associates"), and Wellington West Capital Inc. of Winnipeg ("Wellington West"), independent investment dealers with offices across Canada, will act as the Corporation's co-lead agents with respect to the Offerings. A selling group comprised of other registrants may also be formed.
The agents will be paid a fee of 8% of the gross proceeds of the Long Form Prospectus and 8% of the gross proceeds of the Private Placement Offering. The agents will also receive an option to acquire Class A Common Shares in an amount equal to 10% of the number of CS Units sold and 10% of the number of FT Units sold. For every 10 Units sold, the agents will be entitled to purchase 0ne (1) Class A Common Share of the Corporation at a price of $0.75 per share, up to the stipulated maximum, for a period of one year from the date of issuance. The agents' option related to the sale of FT Units shall consist of a right to purchase, up to the stipulated maximum amount, Common Shares at a price of $0.90 per share for a period of one year following the closing of the transaction.
It is expected that the Offering will close in April 2005, subject to regulatory approval. All the terms of the Offering are subject to the approval of the TSX Venture Exchange.
"This financing will most certainly put Nordic Oil and Gas on a new and higher level," stated Mr. Benson. "It will allow us to move forward with more expediency and quicken the timetable for advancing our exploration and drilling programs at each of our three locations.
"This will position us to accelerate our Coal Bed Methane program in Joffre, Alberta and commence drilling the proposed 15 wells in the region," he added. "In addition, we will be able to quickly move forward with our exploration program on our new Cote First Nation property near Kamsack, Saskatchewan, beginning with the seismic surveys this Spring followed by the drilling of a test well in the Summer after interpretation of the seismic. This funding will also pave the way for us to drill at least one, and perhaps two new test wells at our Preeceville, Saskatchewan property, also during the Summer months."
Nordic Oil and Gas is a junior oil and gas exploration company, which is listed on the TSX Venture Exchange and trades under the symbol NOG.
For additional information, contact:
Donald Benson
Chairman & CEO
Nordic Oil & Gas Ltd.
Tel: 204-956-5042
Fax: 204-897-7154
E-mail: dbenson57@shaw.ca
Don Bain
Director, Communications & Investor Relations
Nordic Oil & Gas Ltd.
Tel: 204-229-7751
Fax: 204-334-3764
E-mail: donbain@mts.net