Stetson Oil & Gas Ltd.
TSX VENTURE : SSN

Stetson Oil & Gas Ltd.

August 29, 2012 19:22 ET

Stetson Enters Into Option Agreement on Two Offshore Blocks

TORONTO, ONTARIO--(Marketwire - Aug. 29, 2012) - Stetson Oil & Gas Ltd. ("Stetson" or the "Company") (TSX VENTURE:SSN) is pleased to announce that it has entered into an exclusive option agreement (the "Option Agreement") with a private company ("Privateco") which is in negotiations to acquire an interest in two prospective exploration blocks offshore West Africa (the "Blocks"). A definitive contract for the Blocks is expected to be signed by Privateco, along with related ratifications by pertinent government authorities, within the next 30 days.

Pursuant to the terms of the Option Agreement, the Company has the option to negotiate, on an exclusive basis, with Privateco in respect of a possible investment or acquisition of an interest in the Blocks up to a net 66.7% of the interest acquired by Privateco (the "Proposed Transaction"). The term of the Option Agreement is until October 15, 2012, and is subject to extension upon mutual agreement among the parties.

In connection with the Option Agreement, the Company has provided a US$1,500,000 loan to Privateco at an interest rate of 10% per annum. The loan is secured by a pledge of all of the outstanding shares of Privateco, and is also guaranteed by a third party private company. In the event that a definitive agreement related to the Proposed Transaction is not executed prior to the expiry of the Option Agreement, or if the parties terminate the Option Agreement, the Company shall immediately be reimbursed the principal amount of the loan outstanding, all accrued interest, and receive a facilitation fee equal to $500,000.

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 Option Agreement; the acquisition of an interest in Privateco or the Blocks and the terms of the loan with Privateco. 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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