Placing and Corporate & Directorate Update

NOSTRA TERRA OIL AND GAS COMPANY PLC
                    ("Nostra Terra", "NTOG" or the "Company")

       Placing, Directorate Change, Debt Conversion and Change of Adviser

30 June 2009

The Company is pleased to announce:

  ·    A placing of 390,000,000 new ordinary shares at 0.1p to raise £390,000
       before expenses
  ·    The appointment of Matt Lofgran as its new Chief Executive Officer in place
       of Brian Courtney who resigns today
  ·    The settlement of  all outstanding convertible loan stock issued in 2007
  ·    The settlement of outstanding directors' and management fees and expenses by
       the issue of new shares
  ·    The appointment of Alexander David Securities Limited as Broker


Placing and Directorate Changes

Nostra Terra, the AIM-quoted oil and gas company, is pleased to announce that it
has  completed a placing of 390,000,000 new ordinary 0.1p shares in the  Company
(the  "Placing  Shares") at a price of 0.1p per share, raising  £390,000  before
expenses, conditional only on admission (the "Placing").

Brian Courtney has today resigned as CEO and Director.  The board would like to
thank Mr.  Courtney for his time with the Company, specifically acknowledging his
role in  the Company's admission to trading on  AIM.  The Company wishes him well
in the future.

The  Company  is  also  pleased to announce the appointment  of  Matthew  Blaine
Lofgran,  33,  as the new Chief Executive Officer with effect from admission  of
the new shares.

Mr.  Lofgran,  33, a US national and resident, has wide experience  of  business
development  in the energy, real estate, and communications sectors.   Prior  to
joining  NTOG,  Mr.  Lofgran  was with Robson Energy,  LLC  latterly  as  VP  of
International  Business Development.  Here he launched the oil &  gas  division,
field  services  division,  and  subsequently  the  coal  division.   Matt   was
responsible for expanding Robson Energy into new markets, including Mexico.

Mr.  Lofgran is subscribing for 15,000,000 Placing Shares which will  represent
1.52 per cent. of the Company's issued ordinary share capital as enlarged by the
Placing and debt conversions. Glenn MacNeil, the Company's Finance Director,  is
subscribing for 25,000,000 of the Placing Shares. Following the Placing and debt
conversions,  Mr. MacNeil will be interested in 5.57 per cent. of the  Company's
issued  share  capital as so enlarged by the Placing and debt  conversions.  The
independent directors, who have consulted with the Company's nominated  adviser,
believe that the terms of the Placing to Mr. MacNeil are fair and reasonable  in
so far as shareholders are concerned.

Lock-In and Orderly Market Arrangements

Mr. Lofgran  has  entered  into  a lock-in and orderly  market  agreement  with
the Company, under which he has agreed not to dispose of any of the Placing  Shares,
or any other ordinary shares acquired by him, for a period of 12 months from the
date  of  admission.  Mr. Lofgran has also undertaken  not  to  dispose  of  any
ordinary  shares in which he is beneficially interested for a further period  of
12  months  following  the expiration of the lock-in period  without  the  prior
approval of the Company and its broker.

Mr.  MacNeil has also entered into an orderly market agreement with the Company,
under  which he has agreed not to dispose of any of the Placing Shares in  which
he  is  interested  for  a period of  12 months from the date  of  the  Placing,
without the prior consent of the Company and its broker.

Each  of  the  existing directors and Brian Courtney have entered  into  orderly
market  agreements under which they have each agreed only to  dispose  of  their
existing  shareholdings  with the Company's consent and  through  the  Company's
broker for  during the next 24 month period.

Future Strategy

The  New  Chief Executive intends the Company to pursue two distinct strategies.
Firstly  the  Company will assess prospects for its existing  Ukrainian  assets.
Secondly,   the  Company  will  look  to  acquire  assets  in  the  USA,   where
opportunities are currently being evaluated, including a prospect  in  which  Mr
Lofgran has an interest.  Any acquisition from Mr Lofgran would be satisfied  by
the issue of new shares, supported by an independent valuation.

Debt Conversion and Cancellation of existing directors' warrants

The  Company is also pleased to announce that it has reached agreement with  all
holders  of  outstanding  loan  notes issued in  2007  whereby  the  outstanding
£252,951  (together  with an additional £4,000 owing to one  of  the  loan  note
holders)  is  settled  by  the payment of £35,131  in  cash  and  the  issue  of
110,910,200  new ordinary shares at an effective issue price of  0.2  pence  per
ordinary share ("Creditor Shares").

The loan note holders include Brian Courtney as to £5,479 and N Desmond Smith (a
former  director of the Company) as to £17,268, who will each be receiving  only
new  ordinary shares in settlement. Cash payments to the other loan note holders
represent  15  per  cent.  of the outstanding amount  owing.  2,142,700  of  the
Creditor Shares to be issued to Brian Courtney are to be issued in his name  and
the balance of 596,800 Creditor Shares are to be issued to Concorde Sierra Group
Inc, a company of which Brian Courtney is a shareholder and director.

The directors and management of the Company have, in addition, agreed to convert
£125,682 of  outstanding directors' and management fees and travel expenses into
new  ordinary shares in the Company - also at an effective issue price  of  0.2p
per ordinary share. Consequentially, the Company has issued a further 62,841,000
new   ordinary  shares  ("Directors'  Fee  Shares")  in  satisfaction  of   this
outstanding debt. The directors have agreed to receive the following numbers  of
Directors' Fee Shares.

Brian Courtney*              14,077,796
Glenn MacNeil                23,434,204
Desmond Smith**              10,399,000
Sir Adrian Blennerhassett    5,500,000
Stephen Oakes                5,500,000

*of  which 10,518,500 are being issued to Concorde Sierra Group Inc., a  Company
of which Brian Courtney is a director and shareholder.

**of  which  7,050,500  are  being issued to Masterworks  (Overseas)  Limited,
a Company  of  which Neville Desmond Smith is a shareholder and director.  N Desmond
Smith was a director of NTOG within the last 12 months.

In  the  absence of any independent directors, the Company's nominated  adviser,
Blomfield  Corporate Finance Limited, believes that the terms of  issue  of  the
Directors'  Fee  Shares are fair and reasonable in so far  as  shareholders  are
concerned.

Following the completion of the Placing and the appointment of Mr. Lofgran,  the
Company  will  cancel all outstanding warrants and options to existing  officers
and directors.

Following  the  issue and allotment of the Placing Shares, the Creditors  Shares
and the Directors' Fee Shares, insofar as the Company is aware, the Company will
have the following significant shareholders. The directors' interests are also
detailed below:

                                 Percentage                       Percentage
                  Number  of     of  issued        Number of      of issued
                  ordinary       ordinary          shares         ordinary
                  shares         share             following      share
                  prior to       capital           the            capital
                  the            prior to          Placing        following
                  Placing        the               and debt       the
                  and debt       Placing and       conversions    Placing and
                  conversions    debt conversions                 debt conversions

Matt                    0            0.00%          15,000,000       1.52%
Lofgran
Glenn           6,632,428            1.56%          55,066,632       5.57%
MacNeil
Brian                   0               0%           5,631,996       0.57%
Courtney
*Concorde       3,260,441            0.08%          14,375,741       1.46%
Sierra
Group Inc.
Blomfield               0               0%          36,486,250       3.69%
Corporate
Finance
Limited
Stephen         8,666,666            2.04%          14,166,666       1.43%
Oakes
Sir Adrian              0               0%           5,500,000       0.56%
Blennerhassett
N.  Desmond             0               0%          24,554,638**     2.49%
Smith
(former
director)
*Ucoco          71,729,713          16.92%          71,729,713       7.26%
Energy Inc.

*Controlled by Brian Courtney (former director)

** of which 7,050,500 are held in the name of Masterworks (Overseas) Limited

Following the issue and allotment of the Placing Shares, the Creditor Shares and
the  Directors'  Fee Shares (together the "New Shares"), the Company  will  have
987,767,580 ordinary shares of 0.1p each in issue. Application will be made  for
the New Shares to be admitted to trading on AIM. Admission of the New Shares  is
expected to occur on 6 July 2009.

Issue of Warrants

Subject to the Company entering into a joint venture agreement within 12 months,
the  board  has agreed to issue warrants to Mr Lofgran conferring the rights  to
subscribe  for such number of Shares as is required to be issued to  Mr  Lofgran
such  that his total holding of Shares in the Company, when aggregated with  any
person  or  persons  with  whom he is or would be considered  to  be  acting  in
concert, shall equal twenty nine point nine per cent. of the fully diluted share
capital of the Company at a price of 0.1p per ordinary share.

Change of Adviser

The  Company  is  also pleased to announce the appointment  of  Alexander  David
Securities Limited as Broker with immediate effect.

Annual General Meeting

The  Company expects to convene its Annual General Meeting for 12.30  pm  on  24
July  2009, to be held at Finsgate, 5-7 Cranwood Street, London EC1V 9EE.  Glenn
MacNeil will not stand for re-election at the upcoming AGM.

There  are  no  further disclosures required, in accordance  with  Schedule  Two
paragraph  (g)  of  the AIM Rules for Companies, in relation  to  Mr.  Lofgran's
appointment.


For further information contact:

Nostra Terra Oil and Gas Company plc
Stephen Oakes, Non-executive Director          Tel: [phone]

Blomfield Corporate Finance Limited            Tel: [phone]
Alan MacKenzie
Peter Trevelyan-Clark
Ben Jeynes

Alexander David Securities Ltd                 Tel: [phone]
David Scott
Bill Sharp