U.S. OIL AND GAS PLC
LSE : USOP

April 12, 2012 12:59 ET

EGM by Requisition and Solicitor's Letter

U.S Oil & Gas Plc - EGM by Requisition and Solicitor's Letter


12, April, 2012


                                              U.S. Oil & Gas Plc.
                                                       
                                         ("U.S. Oil" or the "Company")
                                                       
                                   EGM by Requisition and Solicitor's Letter
                                                       

Extraordinary General Meeting (EGM)

On March 23rd 2012, the Board of Directors of U.S. Oil & Gas plc received from Crowley Millar, Solicitors, a
Requisition to Convene an Extraordinary General Meeting of the Company pursuant to Section 132 of the Companies
Act 1963.  Signatories to the requisition, comprising more than 10% of the paid up share capital of the Company
were as follows:  Dennis O'Sullivan, Humphrey O'Sullivan, Margaret Guiry, Lisa Walsh, David Walsh, Frances
Walsh.  A separate formal Notice of EGM will be published in addition to this announcement.

The purposes of the EGM, as stated in the Requisition, are as follows:

1. To consider and, if thought fit, to pass the following Special Resolution:

- That the members of the Company issue a direction to the Board of Directors to invite tenders forthwith from
parties for appointment as the Company's Corporate Advisors, as required by the Rule 30 of the Rules of the
PLUS Market;

 2. To consider and, if thought fit, to pass the following Special Resolution:

- That the members of the Company issue a direction to the Board of Directors to engage the services of the
party tendering for appointment as Corporate Advisor that offers the best commercial terms and satisfies the
requirements of the PLUS Market in relation to commercial advisors and that the said corporate advisors be
appointed within 21 days of the date of the Extraordinary General Meeting;

3. To consider and, if thought fit, to pass the following Special Resolution:

- That the members of the Company issue a direction to the Board of Directors that the Company, within 21 days
of the date of the EGM, commission an Independent Investigative Report from a reputable firm of investigating
accountants, such as KPMG or PWC, into the circumstances that led to the suspension of trading in shares in
the Company on the PLUS Market on 23rd August 2011 with a view to ascertaining all of the relevant facts as
well as advising on what steps, if any, need to be taken  by the Company to end the suspension forthwith;

4. To consider and, if thought fit, to pass the following Special Resolution:

- That the members of the Company issue a direction to the Board of Directors that the Company act upon the
recommendations of the independent investigative report into the circumstances that led to the suspension of
trading in shares in the Company on the PLUS Market on 23rd August 2011, within 21 days of receipt of the
report, insofar as is practicable for a company of its size;

5. To consider and, if thought fit, to pass the following Special Resolution:

- That the members of the Company issue a direction to the Board of Directors that the Company comply forthwith
with any requirements stipulated by the PLUS Market to end the suspension of trading in the Company's shares on
the PLUS Market;

6. To consider and, if thought fit, to pass the following as Special Resolution:

- That the Company Instruct Crowley Millar Solicitors to obtain the Opinion of Legal Counsel on the question of
whether or not the Company has a cause of action against any party/parties for wrongdoing or breach of duty,
which may arise from the findings of the independent investigating report and if it has, that the Company shall
initiate proceedings as are advised by Counsel;

 7. To consider and, if thought fit, to pass the following as Ordinary Resolution:

- That each of the current Directors of the Company be removed from office forthwith and that the members shall
immediately vote to appoint new Directors  to fill the vacancies thereby arising.


Board Statement

In the light of the changed circumstances of the Company regarding the PLUS Markets and the resulting lack of
relevance of the majority of the proposed motions; the imminence of the Company's well-drilling operations in
Nevada, which will require the full attention of the CEO and Exploration Director; and the significant cost of
an EGM, the Company has invited the proposers to withdraw their request in writing.  They have, however,
declined to do so, leaving the Company with no option but to call the EGM as requisitioned.

Solicitor's Letter

On April 5th, 2012 the Company and Directors of U.S. Oil & Gas received a letter from Crowley Millar,
Solicitors, on behalf of a Mr. Rory Leonard, representing unnamed shareholders, expressing the concern that,
because trading in the Company's shares is not possible, certain shareholders have been denied the opportunity
to 'derisk' in advance of drilling operations.  The opinion was also expressed that all but one of the current
Board of Directors was invalidly appointed and that the Board has no authority to authorise expenditure by the
Company.   The letter goes on to threaten High Court Proceedings against the Company and its directors.

The Board of U.S. Oil & Gas categorically rejects these assertions and considers them vexatious.  Such
threatened actions, and the requisitioned EGM, are not helpful to the Company's efficient operation or its
current efforts to arrange an alternative trading platform for shareholders.   The Company intends to continue
its exploration activities and will not be deflected from pursuing its long-stated objective of drilling for
oil in Hot Creek Valley.

THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT


For further information contact:
U.S. Oil & Gas plc
Brian McDonnell, Chief Executive Officer +353 (0) 872383419


Lionsgate Communications - Financial Public Relations
Jonathan Charles +44 (0)77791892509
jcharles@lionsgatecomms.com


Notes to Editors

U.S.  Oil & Gas plc is an (Ticker: USOP) oil and gas exploration company with a strategy to identify and
acquire  oil and gas assets in the early phase of the upstream life-cycle and mature them.  The  Company's main
asset  is  in  Nye County, Nevada where it holds the entire share capital of US-based company  Major  Oil
International  LLC ("Major Oil"). Major Oil has acquired rights to exploration and development acreage  in  Hot
Creek  Valley, Nye County, adjacent to the oil and gas rich Railroad Valley area of Nevada, both of  which  are
part of the Sevier Thrust 0f central Nevada and western Utah, USA.

US  Oil has completed extensive surveys of its Hot Creek lease area, generating 18 datasets using the following
survey  methods: Gravity and Magnetic Resonance, Geochemical, 2-D Seismic, Landsat remote sensing,  Geophysical
studies,  Conodont  Alteration Index (CAI), Pyrolysis (TOC), Vitronite Reflectance-Visual  Kerogen  (TAI),  2-D
Passive Seismic (IPDS) and 3-D Passive Seismic.

For further information please refer to our website at: www.usoil.us

U.S. Oil & Gas PLC

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