Saxon Oil Announces Execution of Definitive Agreement in Picogina Acquisition



    DALLAS, Oct. 22 /CNW/ - Saxon Oil Company Ltd. ("Saxon") (TSX VENTURE:
SXN) (FRANKFURT:SXN) (BERLIN:SXN) announces that it has executed a definitive
agreement with Energy (CG) Ltd. ("Energy") regarding the proposed purchase of
100% of the issued and outstanding shares (the "Acquisition") of Picogina
Holdings BV ("Picogina") and amended the terms of the non-brokered private
placement (the "Offering") of Saxon units previously announced on September 8,
2008.
    The assets of Picogina consist of 100% ownership of Hidrocarburos del
Cantabrico S.L. ("HDC"), a private company incorporated under the laws of
Spain, which holds a 100% interest in five hydrocarbon exploration licences
(the "Licences") covering approximately 237,000 acres in the Asturias region
of Spain. HDC's plan for the coal bed methane project is to seal the existing
coal mines and begin the extraction of methane to be used for the generation
of electricity.
    As previously announced, Saxon intends to issue a total of 17.5 million
units of Saxon (the "Acquisition Units") to Energy as consideration for the
Acquisition. The common share purchase warrants of Saxon that form part of the
Acquisition Units, have been repriced and will now have an exercise price of
$0.35 per share. Completion of the Acquisition is subject to, among other
things, TSX Venture Exchange approval and shareholder approval of the
potential change of control of Saxon. Saxon plans to hold a special meeting of
its shareholders on or about November 20, 2008 to seek such shareholder
approval, among other matters, and close the Acquisition within a few days of
the meeting. The board of directors intends to recommend that the holders of
Saxon securities vote in favour of the potential change of control and other
matters related to the Acquisition.
    Due to current market conditions, Saxon has reduced the purchase price of
the units under the Offering being completed in connection with the
Acquisition to $0.20 per unit and has reduced the minimum amount under the
Offering to $3.2 million, or 16 million units. The maximum number of units to
be issued is now 30 million units to raise gross proceeds to Saxon of up to
$6,000,000. Each unit consists of one common share of Saxon and one half of
one common share purchase warrant. One whole warrant will entitle the holder
to purchase an additional common share of Saxon at a purchase price of $0.35
per share for 24 months from the date of closing of the Offering, subject to a
an accelerated exercise period 15 months after closing under certain
conditions. It is intended that the Offering will close in two or more
tranches. The amended Offering terms are subject to the acceptance of the TSX
Venture Exchange.
    Any Offering units offered in the United States will only be offered to
accredited investors that have been approved and qualified by Saxon. Under no
circumstances shall this press release constitute an offer to purchase or the
solicitation of an offer to sell the Offering units or any other securities of
Saxon in any jurisdiction in which such offering, solicitation or sale would
be unlawful.

    
    About Saxon Oil Company Ltd:
    ----------------------------
    
    Saxon is a Tier 1 Texas-based Canadian company, trading on the
TSX Venture Exchange under the symbol SXN. Saxon is an independent oil and gas
company engaged in the acquisition, development and production of oil and
natural gas reserves. Saxon seeks to deliver strong shareholder returns
through an effective exploration and development program that incorporates
sound business practices with the latest oil field technologies. The goal is
to steadily increase proven reserves of oil and natural gas, which, in turn,
will lead to enhanced cash flows and earnings per share.

    
    Richard G. Green
    President and CEO
    

    This press release includes certain "Forward-Looking Statements" within
the meaning of section 21E of the United States Securities Exchange Act of
1934, as amended. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding plans for
completion, production potential, other targeted areas and expansion and
development plans and objectives of Saxon Oil Company Ltd. are forward-looking
statements that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual results
and future events could differ materially from those anticipated in such
statements.

    
        The TSX Venture Exchange has not reviewed and does not accept
        responsibility for the adequacy and accuracy of this Release.
    

    %SEDAR: 00005554E




For further information:

For further information: Saxon Oil Company Ltd.: Patrice Nazareno, Toll
Free: 1-866-515-7708, Email: quaycomm@shaw.ca

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Saxon Oil Company Ltd.

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