NORDIC AUDIT COMMITTEE CHARTER-1

NORDIC OIL AND GAS LTD. AUDIT COMMITTEE CHARTER Role and Objective The Audit Committee (the "Committee") is a committee of the board of directors (the “Board”) of Nordic Oil and Gas Ltd. ("Nordic”) to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management's reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee are as follows: 1. To assist directors in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of Nordic and related matters; 2. To provide effective communication between directors and external auditors; 3. To enhance the external auditors’ independence; and 4. To increase the credibility and objectivity of financial reports. Membership of Committee 1.The Committee shall be comprised of at least three (3) directors of Nordic. At least two of the directors on the Committee shall be "independent" as such term is used in Multilateral Instrument 52-110 – Audit Committees ("MI 52-110"). 2. The Board shall have the power to appoint the Committee Chairman. Meetings 1. At all meetings of the Committee every ...