Legend Oil and Gas Ltd. S-1 Registration Statement for Previously Announced New Equity Financing Declared Effective

SEATTLE, June 28, 2012 /PRNewswire/ -- Legend Oil and Gas Ltd. (OTCBB: LOGL) ("Legend", the "Company") is pleased to announce that the S-1 Registration Statement filed with the SEC in support of the new equity financing with Lincoln Park Capital ("LPC") of Chicago, IL, has been declared effective as of the market close Wednesday, June 27, 2012.

LPC made an initial purchase of 192,308 shares of common stock for $50,000 purchased at a price of $0.26 per share ("Initial Purchase"), and upon filing the registration statement, LPC made another $50,000 purchase at a price of $0.23 per share. Now that the SEC has declared effective the registration statement related to the transaction, LPC will purchase an additional $100,000 worth of stock based upon market prices with no discount.  Thereafter, the Company will have the right, at its sole discretion, to sell up to an additional $10.0 million worth of shares of common stock to LPC over a 36-month period, subject to satisfaction of certain conditions as set forth in the Purchase Agreement.  For each purchase notice, the Company can sell up to 250,000 shares of its common stock to LPC as often as once every three business days, the total value of which is not to exceed $1 million per notice.

Marshall Diamond-Goldberg, President of Legend Oil and Gas stated, "We are very pleased that our registration statement has been declared effective, enabling us to use the equity financing with Lincoln Park Capital.  This will allow the Company to begin utilizing its financial flexibility to drill wells in the US and Canada, to fund our bank indebtedness, and to look for acquisition opportunities with which to grow its production and revenue base."

The Company is also pleased to announce the promotion of Kyle Severson to the position of Vice President and Chief Financial Officer of Legend.  Kyle joined Legend last fall as the Company was in the midst of its acquisition of the International Sovereign Energy Corp.'s  Canadian asset base as its Controller.  Kyle replaces Jim Vandeberg who will remain with the Company as Vice President and Secretary and will take over a significant amount of the Company's SEC reporting functions.  "With Kyle's background, education and work experience in the areas of financial accounting and corporate planning, as well as his experience in oil and gas, the promotion strengthens the Company's financial and accounting capabilities and re-aligns the Company's work efforts with our strengths.  Jim has soundly filled the role of CFO for Legend in the interim; however, we hired Kyle with the thought that he would replace Jim in the CFO role so that Jim's skills could be better utilized on the Corporate side," said Mr. Diamond-Goldberg.  Mr. Vandeberg will retain his role on Legend's Board of Directors as well.

Beyond the financing and management announcements, the Company is prepared to commence its previously announced drilling program in Kansas and will proceed in July once a drilling rig becomes available.  Additionally, Legend Energy Canada Ltd. has entered into a two well drilling commitment with a third party to drill two deep test wells on its Virginia Hills and Swan Hills properties in west central Alberta.  The Company is also continuing to pursue a drilling program on its Swan Hills area Slave Point formation horizontal project and is currently in negotiations with a joint venture partner for the drilling of the first of two wells on that project.

Diamond-Goldberg also stated, "We have gone through a challenging period with commodity price reversal and the associated difficulty in raising additional capital.  With the equity financing available through Lincoln Park, we are now poised to put the bit to the ground in order to increase reserves, cash flow and value for our shareholders."

About Legend Oil and Gas Ltd.

Legend Oil and Gas Ltd. is a managed risk, oil and gas exploration/exploitation, development and production company with activities currently focused on leases in Canada, southeastern Kansas and northern North Dakota.

Investor Contact

Barry Gross, Investor Relations
[email protected]
361-949-4999

Forward-looking Statements:

This press release contains forward-looking statements concerning future events and the Company's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Forward looking statements in this press release include statements about the equity financing through Lincoln Park, our use of proceeds and our drilling development program.  These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's ability to satisfy applicable closing conditions under the Purchase Agreement and LPC's compliance with its obligations to purchase the shares of common stock, changes in the trading prices of our common stock, and the timing and amount of funding available under the Purchase Agreement, and our use of net proceeds therefrom, to fund our working capital needs and our 2012 drilling and development plan.  Additional factors include increased expenses or unanticipated difficulties in drilling wells, actual production being less than our development tests, changes in the Company's business; competitive factors in the market(s) in which the Company operates; risks associated with oil and gas operations in the United States; and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission including the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Cautionary Note to U.S. Investors -- The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this press release, such as "probable," "possible," "recoverable" or "potential" reserves among others, that the SEC's guidelines strictly prohibit us from including in filings with the SEC. Investors are urged to consider closely the disclosure in our filings with the SEC.

SOURCE Legend Oil and Gas Ltd.