Stetson Oil & Gas Ltd.

Stetson Oil & Gas Ltd.

November 17, 2008 07:00 ET

Stetson Oil & Gas Preferred Shares to Commence Trading on November 18, 2008

CALGARY, ALBERTA--(Marketwire - Nov. 17, 2008) -


STETSON OIL & GAS LTD. (TSX VENTURE:SSN) ("Stetson" or the "Company") confirms that holders of Stetson common shares (the "Shareholders") of record as of the close of business on November 10, 2008 (the "Record Date"), are entitled to receive, by way of stock divided, one Preferred Share, Series 1, ("Series 1 Share") for each common share of Stetson held as of such Record Date.

The Series 1 Shares will be issued to the Shareholders on November 17, 2008 and commence trading on the TSX Venture Exchange on November 18, 2008. No fractional Stetson Series 1 Shares will be issued. $0.0001, which is the amount of the stock dividend per common share stated as an amount of money, shall be added to the stated capital account maintained by the Corporation in respect of each Series 1 Share issued in payment of the dividend.

The holders of the Series 1 Shares shall be entitled, in priority to and to the exclusion of any other class of shares or series of shares of the Company, and the Company shall pay thereon, as and when declared by the board of directors of the Company, out of the monies of the Company properly applicable to the payment of dividends, a portion of the proceeds of any final judgment of a court or arbitrator or of a settlement (such settlement to be determined by the board of directors of the Company in its sole discretion), as determined by the Board of Directors, that are paid to and received by the Company in connection with its claim against Thomas Weisel Partners Canada Inc. ("Weisel") and any others who may be found to be liable in respect of the Company's incomplete bought deal financing of July 2008 pursuant to an engagement letter with Weisel dated July 14, 2008 prior to December 31, 2013, subject to deduction of any taxes or similar amounts paid or payable or required to be withheld on such payments and deduction of all expenses of or for the account of the Company that the board of directors determines are related to recovering such proceeds. Any such proceeds, when paid, shall be paid rateably on all Series 1 Shares then outstanding. The holders of the Series 1 Shares shall not be entitled to any other dividend or distribution.

Stetson is an emerging junior oil and gas company with exploration, development, and production programs in the Provinces of Saskatchewan and Alberta, Canada and North Dakota, U.S.A.

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 future litigation matters; potential damages that have been or may be incurred; potential for oil and gas on the leases; terms of the acquisitions; terms of the financing and the Company's ability to attract financing on acceptable terms; timing and cost of development plans and actual development; production forecasts; receipt of regulatory approval; benefits of the acquisitions; impact of technology; and future financial or operating performance of the Company and its projects. 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 risks and uncertainties; risks relating to oil and gas exploration and exploitation activities; reliance on technology; and delays in obtaining regulatory approvals. 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.


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