Stetson Oil & Gas Ltd.
TSX VENTURE : SSN

Stetson Oil & Gas Ltd.

January 17, 2011 09:36 ET

Stetson to Sell Domestic Assets

CALGARY, ALBERTA--(Marketwire - Jan. 17, 2011) - STETSON OIL & GAS LTD. (TSX VENTURE:SSN) ("Stetson" or the "Company") is pleased to announce that it has entered into a definitive agreement to sell all of its Canadian oil and gas properties to an arms length company for total consideration of $5 million, subject to closing adjustments, to be paid in cash. The effective date of the transaction is December 1, 2010 and closing is expected to take place within two weeks of receipt of all necessary approvals.

As a part of a strategic review process to refocus the company on near term, high impact international opportunities, Stetson engaged Sayer Energy Advisors ("Sayer") to assist in identifying potential purchasers and marketing the properties, which include oil and gas assets in Alberta and Saskatchewan currently producing approximately 170 boe per day, along with the Canadian resource tax pools related thereto.

The proceeds of the sale will provide Stetson with funds to investigate, assess and pursue acquisition of international oil and gas exploration and production opportunities on a go forward basis, which the company believes will provide greater opportunities to enhance shareholder value. Mr. Ahmed Said, President and CEO, stated "This transaction provides the opportunity for Stetson to re-focus on a new phase of growth. Stetson is well positioned to take advantage of the expertise of its management, staff and advisors to create shareholder value."

Sayer is acting as financial advisor to Stetson and has advised the Stetson Board of Directors that they are of the opinion that the consideration to be paid to Stetson pursuant to the sale of all of Stetson's Canadian oil and natural gas assets is fair from a financial point of view, subject to review of final form documentation. A definitive Purchase and Sale Agreement has been entered into, which is subject to customary conditions including those relating to title review, conveyance documentation and material compliance as well as receipt of any shareholder or regulatory approvals, including approval of the TSX Venture Exchange, required by Stetson.

Disclaimers:

BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

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 the effect and timing of the disposition on the Company; the use of proceeds; reserve estimates; estimates regarding future production; the receipt of regulatory approvals; expected management rationalization and benefits therefrom; and the future financial and operating performance of Stetson 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; oil and gas prices; acquisition risks; risks relating to greater resources, time and attention will be spent on the Acquisition than anticipated; and delays in obtaining regulatory approvals. 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 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. Stetson does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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