GEOCAN Increases Stake in Lloydminster & Tomahawk Core Areas

GEOCAN Energy has entered into a purchase and sale agreement with an arms- length party to acquire assets in GEOCAN's core areas near Lloydminster and Tomahawk, Alberta. The acquired properties will increase GEOCAN's production by 860 boepd to approximately 2,075 boepd.

The purchase price of $8.5 million includes the issuance of 1.96 million GEOCAN common shares at a price of $1.25 per share. GEOCAN has also agreed to grant to the vendor a 5% gross overriding royalty on new wells being drilled on the acquired lands and will grant a put option in respect of certain other assets in the immediate area. The closing of the transaction is subject to a number of conditions and due diligence requirements, including a satisfactory review of the title to, and the physical and environmental condition of the assets, as well as all necessary regulatory approvals, including TSX approvals applicable to the issuance of GEOCAN common shares.

The effective date of the transaction is February 1, 2004. The proposed transaction includes the acquisition of proved and probable oil reserves, equipment, facilities and approximately 19,120 gross (19,086 net) acres of land in and around the Lloydminster and Tomahawk areas. Of the 19,120 gross acres, 3,280 acres are developed and 15,840 acres are undeveloped.

The strategic merits of this transaction are significant. These assets are materially accretive in several ways; resulting in an increase to current production (71%), an increase of total gross acres to 71,833 acres (36%), an increase of undeveloped land to 53,393 gross acres (42%), additions to the drilling inventory, and the further optimization of existing infrastructure. GEOCAN's debt after this transaction is estimated to continue at less than one times forecasted cashflow.

Lloydminster Core Area:

Net production of these predominantly 100% operated assets is approximately 830 boepd of heavy oil and 30 boepd of gas. Well restarts and/or recompletions and equipment reconfigurations are presently being evaluated for feasibility. Six drilling locations have been identified on these lands by GEOCAN with numerous contingent locations to follow. Associated gas processing and water disposal facilities in the acquisition will complement GEOCAN's current operations in this area. Also, GEOCAN plans to initiate 2D and 3D seismic programs across several undeveloped properties immediately upon closing of the transaction to delineate further drilling potential.

Tomahawk Core Area:

The 1,280 gross (net) acres being acquired at Tomahawk are in the vicinity of the Corporation's existing production and could provide additional drilling opportunities resulting from in-house geological play concepts that have been developed from working in this area.

Operations Update:

GEOCAN exited its December 31st, 2003 year-end at approximately 900 boe per day. Since January 1, the Corporation has drilled and cased six heavy oil wells, one potential gas well and one re-completion with gas potential. All six of the heavy oil wells are already on production together with an additional natural gas well in the Lloydminster area that was drilled in the summer of 2003. Current incremental production from these seven wells is approximately 315 boe per day.