Stetson Announces $3 Million Private Placement of Units

CALGARY, ALBERTA--(Marketwire - April 4, 2012) -

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Stetson Oil & Gas Ltd. ("Stetson" or the "Company") (TSX VENTURE:SSN) is pleased to announce that it intends to complete a non-brokered private placement financing of 23,076,923 units (the "Units") at a price of $0.13 per Unit for gross proceeds of $3,000,000 (the "Offering"). Each Unit will be comprised of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price of $0.20 per common share for a period of 24 months following the closing date of the Offering. If at any time after four months and one day from the closing of the Offering, the common shares of the Company trade at $0.30 per common share or higher (on a volume weighted adjusted basis) for a period of 20 consecutive days, the Company will have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.

The Closing Date of the Offering is scheduled on or about May 18, 2012. All securities issued will be subject to a hold period of four months and one day. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

The gross proceeds of the Offering will be used to strengthen the corporate balance sheet, pursue potential acquisition opportunities and for general corporate purposes. This financing is a part of the reorganization and growth plan for the Company and is sanctioned by the board of directors as a part of the recent share consolidation and historical asset cleanup process. The Company is currently in a strong position, with a clean capital structure and positive working capital position, to aggressively pursue attractive opportunities. The Company may pay finder's fees in connection with the Offering.

Stetson is a junior oil and gas company with exploration assets in North Dakota, USA.

Regulatory Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the terms and conditions of the Offering, the expected closing date and use of proceeds of the Offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Stetson, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; risks associated with operation in foreign jurisdictions; ability to successfully integrate acquired properties; foreign operations risks; and other risks inherent in the oil and gas industry. Although Stetson 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 information 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. Stetson does not undertake to update any forward-looking information, except in accordance with applicable securities laws.