Stetson Oil & Gas Ltd.
TSX VENTURE : SSN

Stetson Oil & Gas Ltd.

December 05, 2007 09:33 ET

Stetson Announces $3 Million Private Placement and Board Appointment

CALGARY, ALBERTA--(Marketwire - Dec. 5, 2007) -

NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

STETSON OIL & GAS LTD. ("Stetson" or the "Company") (TSX VENTURE:SSN) today announced a $3,000,000 private placement financing. The private placement will be for the issuance of 5,000,000 units (the "Units") of the Company at a price of $0.20 per Unit and the issuance of 10,000,000 units of the Company at a price of $0.20 which qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the "Flow-Through Units") for gross proceeds from the private placement of $3,000,000.

Each Unit will consist of one Common Share in the capital of the Company and one transferable common share purchase warrant (a "Warrant"). Each Flow Through Unit will consist of one Flow Through Share in the capital of the Company and one Warrant. Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company (a "Common Share") at a price of $0.26 for a period of 24 months following the closing date.

Closing of the offering is anticipated to occur on or before January 11, 2008 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The Common Shares issuable upon exercise of the Warrants are subject to resale restrictions for a period of four months plus one day from the closing date.

The gross proceeds from the sale of the Units will be used to repay outstanding notes and for general corporate purposes. The gross proceeds from the sale of the Flow-Through Units will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced for the 2008 taxation year.

Stetson is also pleased to announce that Mr. Ahmed Said has been appointed to its board of directors, following the resignation of Mr. David Walters.

Mr. Said is currently President - Oil & Gas Group of Forbes & Manhattan Inc., a private merchant bank based in Toronto, and President & C.E.O. of Vast Exploration Inc. and Longford Corporation, two publicly listed companies on the TSX-V. Mr. Said's background includes operational and senior management roles both domestically and internationally. His recent focus has included corporate strategy development and host government negotiations. He holds a Bachelor of Science in Engineering from the University of Calgary.

Stetson is an emerging junior oil and gas company with exploration, development, and production programs in Alberta and Saskatchewan.

STETSON OIL & GAS LTD.

Bill Ward, President & CEO

Cautionary Note Regarding Forward-Looking Information: This press release contains "forward-looking information", within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects, and the timing and amount of, and expenses related to, estimated future production,. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; changes in project parameters as plans continue to be refined; delays in obtaining governmental approvals or required financing or in the completion of development or construction activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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