OILEXCO INCORPORATED
LSE : OIL

OILEXCO INCORPORATED

November 20, 2008 02:00 ET

Oilexco Files Amended and Restated Preliminary Prospectus for Offering of Up to U.S. $150,000,000 of Senior Unsecured Convertible Bonds and Up to 20,000,000 Common Shares

FOR:  OILEXCO INCORPORATED

TSX, LSE SYMBOL:  OIL

November 19, 2008

Oilexco Files Amended and Restated Preliminary Prospectus for Offering of Up to U.S. $150,000,000 of Senior
Unsecured Convertible Bonds and Up to 20,000,000 Common Shares

CALGARY, ALBERTA--(Marketwire - Nov. 19, 2008) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Oilexco Incorporated ("Oilexco" or the "Corporation") (TSX:OIL) (LSE:OIL) today announced that it has filed an
amended preliminary prospectus with securities regulators in certain provinces of Canada for an offering of
Convertible Senior Unsecured Bonds and Common Shares. The offering is being marketed on a commercially
reasonable efforts basis by a syndicate led by Canaccord Adams Inc., and including FirstEnergy Capital Corp.
(the "Agents").

The offering being marketed consists of up to U.S. $150,000,000 aggregate principal amount of Convertible
Senior Unsecured Bonds due 2013 (the "Bonds") and up to 20,000,000 common shares (the "Common Shares") at an
issue price of C$2.25. Subject to market conditions, the offering is anticipated to close on or about December
5, 2008.

The Bonds are expected to be senior, unsecured obligations of Oilexco bearing interest at an annual rate of 15%
payable quarterly in arrears commencing in March, 2009 and maturing five years and one day following the
closing date. Bonds are expected to be convertible at the option of the holder into common shares of Oilexco at
a conversion price (using a fixed exchange rate of U.S.$1.00=C$1.2239) of C$2.74 per common share from the 41st
day after the closing date to the 6th business day before the maturity date. If a holder converts Bonds before
the third anniversary of the closing date, then Oilexco would pay to the holder two-thirds of the nominal value
of the remaining interest that would otherwise be payable on the Bonds up to the third anniversary of the
closing date (the "Make-Whole"). The Make-Whole premium would be payable in cash or (subject to regulatory
approval) Oilexco common shares at the option of Oilexco, with the number of common shares determined by the
volume weighted average trading price of Oilexco's common shares on the Toronto Stock Exchange for the ten
trading days prior to the date of conversion.

Oilexco would have the right to convert all but not some only of the Bonds into common shares at the same
conversion price from the date which is three years and 21 days after the closing date if the value of a common
share issuable on conversion exceeds 200% of the conversion price over a certain trading period.

The net proceeds from the offering will be used to repay o30 million of bank indebtedness, which allows the
deferral of the remaining o70 million until November 2009, to fund the Corporation's 2009 capital spending
program at its development properties and for general corporate purposes.

An amended and restated preliminary prospectus qualifying the distribution of the Bonds and Common Shares has
been filed in the provinces of British Columbia, Alberta, Manitoba and Ontario and the offering is subject to
regulatory approval. The securities offered have not been and will not be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in the United States unless exemptions from
the registration requirements of such Act and applicable state securities laws are available.

About Oilexco

Oilexco is an oil and gas exploration and production company active in the United Kingdom. Oilexco's producing
properties, exploration and development activities are located in the UK Central North Sea, specifically in the
Outer Moray Firth and Central Graben areas. Oilexco operates in the United Kingdom through its wholly owned
subsidiary, Oilexco North Sea Limited, a company registered under the laws of England and Wales. Oilexco shares
are listed for trading on the London Stock Exchange (LSE) and the Toronto Stock Exchange (TSX) under the symbol
"OIL".

Forward Looking Statements

This press release includes forward-looking statements regarding the proposed offering and the anticipated use
of proceeds thereof. These forward-looking statements involve substantial known and unknown risks and
uncertainties, certain of which are beyond Oilexco's control, including: the terms and conditions of the bonds,
the completion of the offering, the impact of general economic conditions in the areas in which Oilexco
operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new
environmental laws and regulations and changes in how they are interpreted and enforced, increased competition,
the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign
exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities.
In addition there are risks and uncertainties associated with oil and gas operations, therefore Oilexco's
actual results, performance or achievement could differ materially from those expressed in, or implied by,
these forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the
amounts of proceeds, which Oilexco will derive therefrom. All statements included in this press release that
address activities, events or developments that Oilexco expects, believes or anticipates will or may occur in
the future are forward-looking statements.



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FOR FURTHER INFORMATION PLEASE CONTACT:

Oilexco Incorporated
Arthur S. Millholland
President
(403) 262-5441

OR

Oilexco Incorporated
Brian L. Ward
Chief Financial Officer
(403) 262-5441

OR

Oilexco Incorporated
Rob Elgie
Manager Investor Relations
(403) 262-5441
Website: www.oilexco.com

OR

Pelham PR
James Henderson
Managing Director
44 (20) 7743 6673

OR

Pelham PR
Alisdair Haythornthwaite
Director
44 (20) 7743 6676

OR

Canaccord Adams
Jeffrey Auld
44 (20) 7050 6500

OR

Canaccord Adams
Eli Colby
44 (20) 7050 6500

INDUSTRY:  Energy and Utilities-Oil and Gas
SUBJECT:   STK

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Contact Information

  • OILEXCO INCORPORATED