Saxon Oil Announces Execution of Definitive Agreement in Picogina Acquisitionadmin
Saxon Oil Company Ltd. 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.
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.