SSN

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 intends to complete a non-brokered private placement
financing of 23,076,923 units (the "Units") at a price of $0.13 per Unit for
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 Closing Date of the Offering is scheduled on or about May 18, 2012. All
securities issued will be subject to a hold period of four months and one day.
The Offering is subject to a number of conditions, including, without
limitation, receipt of all regulatory approvals.


The gross proceeds of the Offering will be used to strengthen the corporate
balance sheet, pursue potential acquisition opportunities and for general
corporate purposes. This financing is a part of the reorganization and growth
plan for the Company and is sanctioned by the board of directors as a part of
the recent share consolidation and historical asset cleanup process. The Company
is currently in a strong position, with a clean capital structure and positive
working capital position, to aggressively pursue attractive opportunities. The
Company may pay finder's fees in connection with the Offering. 


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, the expected closing date and use of proceeds of 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.

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