Baseline Oil & Gas Announces Strategic Acquisition

SAN ANTONIO, Dec. 21, 2006 -- Baseline Oil & Gas Corp. (OTC BB: BOGA.OB), an
independent oil and gas exploration and development company, announced today
that it has entered into a definitive Purchase and Sale Agreement with a private
company and individuals to acquire certain oil and natural gas properties in the
Eliasville Field (also referred to as the Stephens County Regular Field) located
in Stephens County, Texas, some 90 miles west of Fort Worth, for total
consideration of $28 million. The Eliasville Field, discovered in the 1920s,
produces oil from the Caddo Lime at a depth of approximately 3,300 feet. The
field currently produces 660 B/d of oil and 100 Mcf/d of natural gas, resulting
in 550 Boe/d of net production, with an average Net Revenue Interest ("NRI") of
81%.

There are presently 80 oil wells producing in the field, which is in active
waterflood with 54 injection wells. There are 8 leases totaling approximately
4,600 acres, which are held by production. After the commencement of the
waterflood in the 1970s, the field peaked at 1,500 B/d with active development
and expansion of the waterflood.

Total proved reserves, as estimated by an independent petroleum engineering
firm, are 3.6 million barrels, with PV10 estimated at $49.1 million. Proved
developed producing reserves ("PDP") total 2.6 million barrels with PV10
estimated at $30 million. PDP reserves represent 72% of total proved reserves.

There are 21 idle wells which Baseline believes are excellent Caddo workover
candidates. There is significant infill drilling potential on the acreage as
well. The eastern and central leases have not been fully developed on well
spacing down to 15 to 20 acres. The western leases are currently developed on 80
acre spacing or greater, providing additional increased density drilling
opportunity. Presently, at least 12 infill locations have been identified on the
central and eastern leases, and between 20 to 40 infill locations have been
identified on the western leases.

Management is particularly excited about the significant development potential
on the Eliasville acreage. The Caddo Lime is an excellent candidate for an
Alkaline Surfactant Polymer ("ASP") flood, as other fields in the region have
had success in increasing recoverable oil reserves through such processes.

In addition, there is shallow gas production east of the Eliasville Field, below
the primary oil payzone. Both the Marble Falls and the Duffer natural gas
formations are productive in the area at depths of approximately 3,500 to 4,400
feet. This gas potential has not been exploited on the 4,600 acre lease. The
Barnett Shale is also present at about 4,900 feet in the area, although the
productive potential of this formation has not yet been proved, and will require
additional evaluation.



The closing of this transaction scheduled to occur during the first quarter of
2007, is subject to usual and customary closing conditions, but is not subject
to financing. The effective closing date is as of December 1, 2006.

Barrie Damson and Alan Gaines (Vice Chairman of Baseline) will cancel respective
options owned by them, exercisable at $0.05 per share, equal to the amount of
any equity or quasi-equity issued with respect to the financing of this
transaction. Therefore, there will be no dilution to existing shareholders of
Baseline.

Barrie Damson, Chairman of the Board and Chief Executive Officer of Baseline,
stated, "This acquisition represents a strategic economic foundation from which
Baseline can grow. These cash flow producing properties, which will be purchased
for less than the present value of proved producing reserves, coupled with
attendant meaningful upside, will enable Baseline to continue to fund our
burgeoning New Albany Shale development program with Aurora Oil & Gas and El
Paso Corp. Baseline will also continue to seek additional accretive
opportunities, which may take the form of acquisitions and/or joint drilling
ventures."

About Baseline Oil & Gas Corp.

Baseline Oil & Gas Corp. is an independent oil and gas exploration and
development company. Baseline presently holds a 50% working interest in New
Albany-Indiana, LLC, which has joint operating agreements with various companies
in developing leases covering approximately 188,500 gross acres in the New
Albany Shale play, located in the Illinois Basin of southern Indiana. In
addition, Baseline Oil & Gas is actively seeking accretive mergers or
acquisitions, and is also exploring various strategic joint ventures that may
include the acquisition of producing and/or non-producing properties. Baseline
Oil & Gas Corp. was founded in 2004 and is based in San Antonio, Texas. For more
information, please visit http://www.baselineoil.com.

FORWARD-LOOKING STATEMENTS: This document includes forward-looking statements.
Forward-looking statements include, but are not limited to, statements
concerning estimates of expected drilling and development wells and associated
costs, statements relating to estimates of, and increases in, production, cash
flows and values, statements relating to the continued advancement of Baseline
Oil & Gas Corp.'s projects and other statements which are not historical facts.
When used in this document, the words such as "could," "plan," "estimate,"
"expect," "intend," "may," "potential," "should," and similar expressions are
forward-looking statements. Although Baseline Oil & Gas Corp. believes that its
expectations reflected in these forward-looking statements are reasonable, such
statements involve risks and uncertainties and no assurance can be given that
actual results will be consistent with these forward-looking statements.
Important factors that could cause actual results to differ from these
forward-looking statements include the potential that the projects of Baseline
Oil & Gas Corp. will experience technological and mechanical problems,
geological conditions in the reservoir may not result in commercial levels of



oil and gas production, changes in product prices and other risks disclosed in
the annual report on Form 10-KSB of Baseline Oil & Gas Corp. filed with the U.S.
Securities and Exchange Commission.

Contact:

          Baseline Oil & Gas Corp.
          Richard Cohen
          (212) 561-3626

          The Wall Street Group, Inc.
          Ron Stabiner
          (212) 888-4848