Black Gold Gas & Oil, Inc. (fka BKGD)

[Liquid_Bull]

Black Gold Gas & Oil, Inc. Announces Corporate Reorganization

Shares to Trade on Frankfurt Stock Exchange




FORT LAUDERDALE
, Fla. -- Black Gold Gas & Oil, Inc. (OTC



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:BKGD) announced that it has completed a corporate reorganization which will result in shares being exchanged for shares of British corporation, BlackGold Natural Resources, PLC, which will trade on the Frankfurt Stock Exchange under the symbol N1Y. Each of the approximately 76,000,000 outstanding shares of Black Gold Gas & Oil, Inc. common stock will be exchanged for one share of BlackGold Natural Resources, PLC common stock. It is anticipated that the shares will begin trading on the Frankfurt Stock Exchange around October 15, 2006.

Further details were contained in the following letter to shareholders:

To the Shareholders of Black Gold Gas & Oil, Inc.:

After much thought, your Board of Directors has concluded that it is in the best interest of the shareholders and the corporation to follow the strategies of foreign investments by becoming a foreign corporation. This was accomplished by having BlackGold Natural Resources, PLC, a wholly owned British subsidiary purchase the corporate assets with the consideration being the British corporation's common stock and its assumption of the obligations and liabilities of Black Gold. The shares of the British subsidiary will be distributed to the shareholders and the parent US company will be dissolved. The transaction is not anticipated to have any material tax consequences for the shareholders.

BlackGold Natural Resources, PLC will be traded on the Frankfurt Stock Exchange under the symbol "N1Y." The share price will be quoted in Euros ("[euro]") and you will be able to check on the trading price

by using any of the better known financial pages on the web such as Yahoo, Google, MSN as well as all major brokerage houses. Each share of Black Gold Gas & Oil, Inc. will be exchanged for one share of BlackGold Natural Resources, PLC.

There are several reasons the Board has chosen to pursue the above but the main reasons are:

* It is anticipated that most if not all of Black Gold's holdings will be outside the US.

* The cost to the corporation, and ultimately the shareholders, of compliance with reporting requirements in the US will be substantially more than they will be by trading on the Frankfurt Exchange. Note, that while Black Gold Gas & Oil, Inc. was not a reporting company, it was management's belief that the company would shortly be required to become a reporting company based on the applicable rules.

* Auditing of multi national operations and compliance with Generally Accepted Accounting Principles


of the United States
("GAAP



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") to allow a consolidated financial statement


under GAAP would have likely led to the need to employ one of the "Big-4" accounting firms which the Board felt would have been unnecessarily expensive. Please note that the corporation does have audited interim financial statement and intends to continue the practice of having an annual audit.

* Trading on the Frankfurt Stock Exchange should give the shareholders (both those located in the US and those elsewhere in the world) greater liquidity. As you know, Black Gold Gas & Oil is currently not actively traded.

You will need to surrender your Black Gold Gas & Oil, Inc. shares to the corporation's transfer agent to receive shares in BlackGold Natural Resources, PLC. We will send you a Letter of Transmittal

to accompany the return of your shares to the transfer agent. Please do not send your shares to the transfer agent until you have received the Letter of Transmittal form.

In summary, your shares will be exchanged for shares of BlackGold Natural Resources, PLC, a British company which will trade on the Frankfurt Stock Exchange under symbol N1Y. Your Board of Directors believes the restructuring will accrue to the benefit of the shareholders and invites you to look for new developments on the Company's new web site, which will be operational soon at www.blackgoldnr.com.

Cautionary Note Concerning Forward-Looking Statements

: This news release contains forward-looking statements as defined in Section 27A of the Securities Exchange Act of 1934, regarding the expected benefits of the reorganization. Investors are cautioned that forward-looking statements are not guarantees of future performance. Actual events or results may differ from the Company's expectations, which are subject to various risks and uncertainties. The forward-looking statements made herein are based on information presently available to the management of the company. The company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

http://www.thefreelibrary.com/Black+Gold+Gas+%26+Oil%2c+Inc.+Announces+Corporate+Reorganization.-a0154273953