U.S. OIL and GAS plc's (Ticker: USOP) core activities are in the USA, with ongoing exploration activity in Nevada where the company holds a large lease acreage.

12 April, 2012 - U.S. Oil & Gas plc - Notice of EGM

12, April, 2012
                                                   
                                           U.S. Oil & Gas Plc.
                                      ("U.S. Oil" or the "Company")

Notice is hereby given that an Extraordinary General Meeting of the above Company will be held
                                                   
                                                   
At   The Burlington Hotel, Birmingham
On   1 June 2012
At   3.30 pm

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To consider and if thought fit, to pass the following Special Resolutions-

1.      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.      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.      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 23 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.      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 23 August 2011, within
        21 days of receipt of the report, insofar as is practicable for a company of its size;
5.      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.      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;

To consider and if thought fit, to pass the following Ordinary Resolution

7.      THAT each of the current Directors of the Company be removed from office forthwith and that the
        members shall immediately vote to appoint new Director's to fill the vacancies thereby arising.

By order of the Board of Directors

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Brian McDonnell
Secretary

Registered Office:

Alexandra House
The Sweepstakes
Ballsbridge Park
Ballsbridge
Dublin 4

Dated:    12 April 2012

Note:
Every  member entitled to vote at the above meeting is entitled to appoint a proxy to attend,  speak  and
vote in his stead. A proxy need not be a member of the Company.

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