Press Releases

CALGARY, May 31 /CNW/ - Base Oil & Gas Ltd.("Base" or the "Company") (TSX VENTURE: BOG) is pleased to announce that it intends to issue, on a non-brokered private placement basis (the "Private Placement"), up to 3,333,333 common shares of the Company on a "flow-through" basis under the Income Tax Act (Canada), at a price of $0.30 per share for gross proceeds of up to $1 million. The Private Placement is expected to close on or before June 15, 2010.

The gross proceeds of the Private Placement will be used to finance the Company's share of the second earning well ("2nd Earning Well") under a previously announced farm-in agreement to develop Cardium production with a private company in the Pembina area. The private company has pooled its Cardium working interest in the related section with the working interests of two additional partners. By paying 37.5% of the drilling, completing, equipping and tie-in costs of the 2nd Earning Well, Base will earn a 22.5% working interest in the well and the Cardium within the section.

The Private Placement is subject to the approval of the TSX Venture Exchange, which may impose conditions in connection with its approval of the Private Placement. All securities issued in connection with the Private Placement will be subject to a four-month hold period.

Base is a Calgary based emerging oil and gas company, focused on the development of oil & gas reserves in the Western Canadian Sedimentary basin.

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 this release.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the use of funds from the Private Placement and the planned operations of the Company. The forward-looking statements contained in this document are based on certain key expectations and assumptions made by the Company with respect to the use of funds from the Private Placement and the Company's planned operations. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain the necessary regulatory approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks, commodity price and exchange rate fluctuations). The forward-looking statements contained in this document are made as of the date hereof and the Company takes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.