Stetson Enters Into Binding Agreement for Debenture Financing

TORONTO, ONTARIO--(Marketwired - Feb. 23, 2015) - Stetson Oil & Gas Ltd. (TSX VENTURE:SSN) has entered into a binding agreement with a private company, Irati Energy Corp. ("Irati"), pursuant to which Stetson will spend $2 million to purchase a convertible debenture from Irati.

Under the terms of the debenture, Stetson will receive a per annum interest rate of 5%, payable quarterly with the first interest payment due March 15, 2015. The principal amount of the debenture will be due and payable, together with all accrued and unpaid interest thereon, on the date which is 12 months following the issuance of the debenture (the "Maturity Date"). Stetson shall have the right on, but not before, the Maturity Date to convert the amount outstanding and any interest accrued under the debenture into shares of Irati at a price of $1.00 per common share. The issuance of the debenture and the closing of the transaction are subject to regulatory approvals, including the approval of the TSX Venture Exchange.

In connection with the debenture, Irati has also granted Stetson an option to purchase a 25% interest in Irati's northern oil shale block located in Brazil (the "Option"). The Option is exercisable by Stetson at any time for a period of 12 months upon Stetson contributing $8,000,000 of exploration and development expenditures in respect of the oil shale block, including, but not limited to, completion of a feasibility study.

About Stetson

Stetson is a junior oil and gas company with a carried interest in an exploration asset in Colombia.

About Irati

Irati Energy Corp. is a private Ontario company with an oil shale development project located in Southern Brazil targeting 8,000 bbl/d of initial production. It is strategically located in a producing basin with 25 MMbbls of oil produced by operating PetroSix plant within Irati formation over the last 25 years. The company controls 100% of a 3,100 KM² land position that contains 93,000m of historic drilling. Oil produced from the Irati oil shale is considered a premium product for the regional industrial market with no refining or pipelines required. It historically demonstrates consistent revenue integrity, trading at a significant premium to Brent.

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 debenture and disclosure related to Irati. 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.