BASE OIL AND GAS LTD. ANNOUNCES SHAREHOLDER APPROVAL OF RECAPITALIZATION TRANSACTION AND MANAGEMENT CHANGES

CALGARY, June 3, 2011 /CNW/ -- 
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
 THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
 CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./


Symbol:  BOG: TSX Venture


CALGARY, June 3, 2011 /CNW/ - Base Oil and Gas Ltd. ("Base Oil and Gas" or the "Company") is pleased to announce it has received shareholder approval for the
 recapitalization transaction announced in the Company's press release
 on May 20, 2011.  As previously announced, the Company has entered into
 a recapitalization agreement (the "Agreement") which provides for two non-brokered private placements (the "Private Placements") by the Company for aggregate gross proceeds of at least $1.25 million
 and up to $1.4 million, and the appointment of Mr. Richard Thompson as
 President and Chief Executive Officer and Mr. Hany Beshry as Executive
 Vice-President, Exploration of the Company and Mr. Thompson as a
 director of the Company (collectively, "New Management", and with the Private Placements, the "Transaction").


Pursuant to the Agreement, the Company has obtained written consent from
 shareholders holding Common Shares representing in excess of 50.1% of
 the Company's issued and outstanding common shares. The Transaction is
 expected to close on June 9, 2011.


Base Oil & Gas Ltd. is a Calgary base emerging oil and gas company,
 focused on the development of light oil & liquids-rich gas reserves in
 the Western Canadian Sedimentary basin.


Forward Looking and Cautionary Statements


This press release contains forward-looking statements.  More
 particularly, this document contains statements concerning: the
 completion of the transactions contemplated by the Agreement, including
 both completion of the Private Placements and the future directors and
 officers of the Company.


The forward-looking statements are based on certain key expectations and
 assumptions made by the Company or by New Management, as applicable,
 including expectations and assumptions concerning: timing of receipt of
 required regulatory approvals and third party consents and the
 satisfaction of other conditions to the completion of the Transaction.


Although the Company and the New Management, as applicable, believe that
 the expectations and assumptions on which the forward-looking
 statements made by such party are based are reasonable, undue reliance
 should not be placed on the forward-looking statements because no
 assurance can be provided 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,
 risks that required regulatory and third party approvals and consents
 are not obtained on terms satisfactory to the parties within the
 timelines provided for in the Agreement, or at all, and risks that
 other conditions to the completion of the Transaction are not satisfied
 on the timelines set forth in the Agreement or at all; the risks
 associated with the oil and gas industry in general; the ability to
 implement corporate strategies, the state of domestic capital markets,
 the ability to obtain financing, changes in general market conditions
 and other factors more fully described from time to time in the reports
 and filings made by the Company with securities regulatory authorities.


The forward-looking statements contained in this press release are made
 as of the date hereof and the Company undertakes 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.


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.


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
 THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
 CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.







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p Base Oil & Gas Ltd. /p table valign="top" border="0" tr td Dennis Feuchukbr/ Chairman, Board of Directorsbr/ [phone]br/ a href="mailto:[e-mail]"[e-mail]/a    /td td Roy Evans, C.A.br/ Interim President and CEObr/ [phone]br/ a href="mailto:[e-mail]"[e-mail]/a /td /tr /table p align="justify" or visit the Company's website at a href="http://www.baseoilandgas.ca/"www.baseoilandgas.ca/a.  /p 

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