USO

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

US Oil Sands Inc. (TSX VENTURE:USO) (the "Company") today announced that it has
entered into an agreement with Dundee Securities Ltd., on behalf of a syndicate
including FirstEnergy Capital Corp. (the "Agents") under which the Agents have
agreed to offer for sale, on a best efforts private placement basis, up to
50,000,000 units (the "Units") at a price of $0.18 per Unit for gross proceeds
of $9,000,000 (the "Offering").


Each Unit shall consist of one common share ("Share") of the Company and one
full common share purchase warrant ("Warrant"). Each Warrant shall entitle the
holder thereof to acquire one Share of the Company at a price of $0.26 for a
period of 24 months following the closing date.


In addition, the Company has granted the Agents an over-allotment option (the
"Option") to sell up to an additional 15% of the Units sold pursuant to the
Offering, exercisable at any time prior to 48 hours before the closing date of
the Offering.


The closing date of the Offering is scheduled on or about May 17, 2012. All
securities issued will be subject to a four month hold period. The Offering is
subject to a number of conditions, including, without limitation, receipt of all
regulatory approvals.


The Company intends to use the net proceeds of the Offering to initiate
construction of its PR Spring Commercial Bitumen Mining Project and for general
corporate purposes.


"These initial funds will allow us to initiate construction on our PR Spring
project, the first commercial oil sands extraction project in the US.", said
Cameron Todd, Chief Executive Officer of US Oil Sands. "We are currently
planning to issue work orders next month for fabrication of long lead equipment.
Mine preparation work will begin this summer, while project skids will be
fabricated beginning in Q4 this year. Installation and field construction will
take place in mid-2013. The project is on-target for completion and start-up in
Q4, 2013."


US Oil Sands uses skid-mounted modular construction methods to build 2000 barrel
per day phases which allow for rapid construction and sequential build-up of
additional phases. The initial 2000 barrels per day project at PR Spring is
expected to cost $30 million to construct, while subsequent phases are expected
to be added at a cost of $25 million.


US Oil Sands also announced that it has invited a number of potential partners
to consider participation in its PR Spring project. The Company has opened a
data room to allow potential partners to evaluate the opportunity, and expects
to use the proceeds of a possible transaction to complete the construction of
the first phase of the project and initiate work on design and permitting for
potential future expansions and new mine applications on the Company's existing
resource base.


The securities to be issued under the Offering have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and accordingly, may not be
offered or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This news release
does not constitute an offer to sell or a solicitation of an offer to buy any of
the Company's securities in the United States.


ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The Annual and Special Meeting of the common shareholders of US Oil Sands Inc.
will be held at The Calgary Petroleum Club, 319 - 5 Avenue SW Calgary, AB T2P
0L6, on Wednesday, May 23, 2012, at the hour of 3:30 p.m. The Company filed its
Notice of Meeting on March 26, 2012 and mailed the management information
circular, form of proxy as well as a copy of the Notice on April 27, 2012.


A copy of the aforementioned documents may be found for viewing on the System
for Electronic Document Analysis and Retrieval website at www.sedar.com as well
as US Oil Sands' website at www.usoilsandsinc.com.


ABOUT US OIL SANDS INC.

US Oil Sands is engaged in the exploration and development of oil sands
properties and, through its wholly owned United States subsidiary US Oil Sands
(Utah) Inc., has a 100% interest in bitumen leases covering 32,005 acres of land
in Utah's Uinta basin. The Company plans to develop its oil sands properties
using its proprietary extraction process which uses a bio-solvent to extract
bitumen from oil sands thereby eliminating the need for tailings ponds. The
Company is in the pre-production stage and anticipates bitumen production and
sales to commence in 2013.


This news release may contain forward-looking information within the meaning of
applicable Canadian Securities legislation. In particular, this news release
includes forward looking information relating to the completion of the Offering
in the manner and on the terms described herein, the participation of investors
in the Offering, the use of proceeds of the Offering, the construction and
completion of the PR Spring Project, the capital cost of the PR Spring Project
and subsequent phases, the commencement of bitumen production and sales and the
participation of potential partners in the development of the PR Spring Project
and future development phases. Forward looking information is subject to a
number of known and unknown risks, uncertainties and other factors that may
cause actual results to differ materially from those anticipated in our forward
looking statements. Such risks and other factors include, among others, the
actual results of exploration activities, changes in world commodity markets or
equity markets, the risks of the petroleum industry including, without
limitation, those associated with the environment, delays in obtaining
governmental approvals, permits or financing or in the completion of development
or construction activities, title disputes, change in government and changes to
regulations affecting the oil and gas industry, and other risks and
uncertainties detailed from time to time in the Company's filings with Canadian
securities regulatory authorities (available at www.SEDAR.com). Forward-looking
statements are made based on various assumptions and on management's beliefs,
estimates and opinions on the date the statements are made. Should one or more
of these risks and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in the
forward-looking information contained herein. The Company undertakes no
obligation to update forward-looking statements if these assumptions, beliefs,
estimates and opinions or other circumstances should change, except as required
by applicable law.

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