Fox Petroleum (fka FXPT)

[I-Man]

On January 24, 2008, we issued 480,769 units of our common stock to EuroEnergy at a deemed price of $1.04 per unit pursuant to the agreement. Each warrant contained in the units entitles the holder to purchase one common share at an exercise price of $1.30 per common share until January 24, 2011. We gave EuroEnergy our drawdown request on November 21, 2007 in the amount of $500,000.

We issued all of above units to a non U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in offshore transactions relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.