Stetson Oil & Gas Ltd.
TSX VENTURE : SSN

Stetson Oil & Gas Ltd.

May 18, 2012 18:00 ET

Stetson Closes Private Placement Financing

CALGARY, ALBERTA--(Marketwire - May 18, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Stetson Oil & Gas Ltd. ("Stetson" or the "Company") (TSX VENTURE:SSN) is pleased to announce that it has completed its previously-announced non-brokered private placement financing by issuing 23,076,923 units (the "Units") at a price of $0.13 per Unit, for aggregate 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 gross proceeds of the Offering will be used to strengthen the corporate balance sheet, pursue potential acquisition opportunities and for general corporate purposes. The common shares forming part of the Units and the Warrants will be subject to a four month hold period that expires on September 19, 2012. Closing of the financing is subject to receipt of regulatory approval, including final TSX Venture approval. The Company paid finder's fees of 6% in connection with the Offering.

This press release is not an offering of securities for sale in the United States. The common shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of that Act.

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 and the use of proceeds from 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.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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