Pan-Ocean Closes Sale to Addax Petroleum

Pan-Ocean Energy

Pan-Ocean Energy has completed the sale of substantially all of the assets and operations of the Company to Addax Petroleum Corporation (TSX: AXC) for cash consideration of CDN$1.605 billion. On 20 July 2006, PanOcean announced that it had entered into an agreement with Addax Petroleum under which Addax Petroleum today acquired 100% of the shares of the Company's wholly-owned subsidiary, PanAfrican Energy Corporation (Mauritius) Limited, which conducts all of PanOcean's operations which are based in Gabon, West Africa, as well as a subsidiary which provides management and operational services. Net proceeds, after payment of transaction related costs and a reserve for contingencies, will be used for the purchase and cancellation of all Class B Shares of PanOcean at a price of CDN$58.50 per share and all Class A Shares at a price of CDN$65.80 per share.

PanOcean is an international energy company engaged in the exploration, production and marketing of oil and natural gas. PanOcean's asset portfolio is focused on conventional light oil production in Gabon, West Africa. PanOcean's Class B Subordinate Voting Shares and Class A Common Shares are listed for trading on the Toronto Stock Exchange under the symbols POC.B and POC.A respectively. With all of its stock options now exercised, PanOcean has 26,706,079 Class A and Class B Shares outstanding.

Following issuance of a Bulletin of Toronto Stock Exchange, the Class A Common Shares and the Class B Subordinate Voting Shares of the Company will be delisted in the manner set forth in the Bulletin.