Saxon Oil Company Ltd report that it has closed the acquisition of Picogina Holdings BV from Energy Ltd. pursuant to the Acquisition Agreement among Energy, Saxon and Saxon Oil Company dated October 21, 2008. The assets of Picogina consist of 100% of the participations of Hidrocarburos del Cantabrico S.L. , a private company incorporated under the laws of Spain, which holds a 100% interest in five hydrocarbon exploration licences covering approximately 237,000 acres in the Asturias region of Spain. The areas covered by the Licences are the subject of a National Instrument 51-101 (“NI 51-101″) compliant report concerning their prospective resources prepared by Chapman Petroleum Engineering, Ltd. (“Chapman”) of Calgary, Alberta, which will be available on SEDAR.
As consideration for the Acquisition, Saxon issued a total of 17.5 million units of Saxon (the “Acquisition Units”) to Energy. Each Acquisition Unit is comprised of one common share of Saxon and one common share purchase warrant of Saxon. Each warrant will be exercisable to acquire one additional common share of Saxon at a price of $0.35 per share for a period of 24 months from the date of the closing of the Acquisition. The parties also agreed to waive the minimum financing condition due to market conditions. Upon the completion of the Acquisition, Mr. Tom Vessels and Mr. John McCandless were appointed to the board of directors of Saxon.
Saxon also wishes to announce that it has closed the non-brokered private placement raising aggregate gross proceeds to Saxon of Cdn $2,828,048 (the “Offering”) by the issuance of an aggregate of 14,140,234 units (“Offering Units”) at a purchase price of $0.20 per Offering Unit. Each Offering Unit is comprised of one common share of Saxon and one half of one common share purchase warrant of Saxon. A full warrant is exercisable to acquire one additional common share of Saxon at a price of $0.35 per share for a period of 24 months from the date of the closing of the private placement, subject to acceleration in certain circumstances.
“Saxon is extremely pleased with the acquisition of Picogina and HDC’s hydrocarbon exploration licences in Spain,” commented Richard Green, president and CEO of Saxon. “Developing the natural gas resources within our licenced areas are low-risk, high-reward projects, which are particularly attractive in a period of volatile commodity pricing. Further, these Spanish assets, along with our ongoing operations in Italy, give Saxon a strong, growing base of energy-related opportunities in Europe.”
The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
All securities issued in conjunction with the Acquisition and Offering are subject to a standard four-month hold period in Canada.