Saxon Energy Services Completes Acquisition of Justiss

Saxon Energy Services has closed the acquisition of Justiss Drilling de Venezuela S.A. for an aggregate purchase price of US $18.0 million. The consideration for this purchase consisted of a cash deposit of US $200,000, US $1.15 million through the issue of 402,067 common shares of the Company at a price per share of CDN $3.43, and US $16.65 million cash to fully pay the purchase note payable to the vendor. Westwind Partners Inc. acted as financial advisor for the transaction.

As a result of the acquisition of Justiss, each of the previously issued 16,666,675 subscription receipts held by Canadian holders are now deemed to be exchanged, without payment of any further consideration, into one common share in the capital of Saxon and one half of one common share purchase warrant. US holders must submit to Saxon's transfer agent, Equity Transfer Services Inc., a Notice of Exercise to effect the same exchange. Each whole warrant is exercisable into one common share at a price of CAD$3.75 per share for a period up to June 22, 2006. The escrowed funds, representing the net proceeds of the subscription receipt private placement, have now been released to Saxon.

Justiss is a privately owned company that provides land based drilling, completions, workover and equipment rental services to major and intermediate sized oil and gas companies throughout Venezuela. For the eleven months ended October 31, 2004, Justiss generated revenue of US $14.3 million and normalized EBITDA(1) of US $3.3 million. Mr. Oliver Lambuth, the current general manager of Justiss has agreed to remain with the Company and oversee the ongoing operations in Venezuela.

Saxon also operates a well-established oil and gas drilling, servicing and equipment rental business in Ecuador that has over twenty-five years of operating experience which Saxon acquired in September 2000. With the acquisition of Justiss, Saxon's fleet of rigs has increased from nine (9) rigs to twenty (20). Walter Dawson, Chief Executive Officer of Saxon, commented "This acquisition doubles the Company's fleet of drilling and workover rigs in South America while expanding the Company's customer base. Over 60% of the acquired Company's assets are under contract."

Saxon is an emerging oilfield service company that continues to grow revenue through the consolidation of existing companies operating in its area of interest, the acquisition of complementary operating assets and by accessing additional investment capital.