Stetson Oil & Gas Ltd. announces increase in private placement financing



    
    /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMENATION IN THE
    UNITED STATES/
    

    Trading Symbol: TSX.V: SSN

    CALGARY, Aug. 28 /CNW/ - STETSON OIL & GAS LTD. (TSXV: SSN) ("Stetson" or
the "Company") is pleased to announce that it has amended its agreement with a
syndicate of underwriters led by Canaccord Capital Corporation and including
Macquarie Capital Markets Canada Ltd. (the "Underwriters") to increase the
previously announced offering of up to 50,000,000 units of the Company by up
to an additional 10,000,000 units, for a total offering of up to 60,000,000
units (the "Offering"). Each unit will be issued at a price of $0.20 per unit,
for total gross proceeds of up to $12,000,000. Each unit will be comprised of
one common share and one share purchase warrant, with each whole share
purchase warrant entitling the holder thereof to acquire one Stetson common
share at a price of $0.30 for a period of 24 months following closing.
    In consideration for their efforts, the Underwriters will receive a cash
commission equal to 6% of the gross proceeds of the Offering and be issued
compensation options that will entitle them to acquire a number of Stetson
common shares that is equal to 10% of the units sold under the Offering at a
price of $0.30 per warrant exercised for a period of 24 months from the
closing date.
    The Offering is expected to close on or about September 17, 2008. The
Offering is subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory approvals, including the approval of the
TSX Venture Exchange.

    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.

    THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

    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.

    THE COMMON SHARES AND THE WARRANTS WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM U.S. REGISTRATION
REQUIREMENTS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.





For further information:

For further information: Bill Ward, President & CEO, Phone: (403)
531-1700, Direct: (403) 531-1711, Email: bward@stetsonoilandgas.com; Ahmed
Said, Chairman, Phone: (403) 263-3000, Fax: (403) 263-3041, Email:
asaid@forbesmanhattan.com

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Stetson Oil & Gas Ltd.

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