TXCO Resources Inc. (fka TXCOQ)

[MWM]

entered into a definitive Purchase and Sale Agreement (the “Agreement”) to sell a substantial portion of TXCO’s assets to Anadarko E&P Company LP for total consideration of the lesser of (i) $1 million more than the sum of the amounts sufficient to (a) repay TXCO’s lenders (including TXCO’s debtor-in-possession financing and revolver or term loan credit facilities), (b) pay all other creditors of TXCO in full, including interest thereon, and (c) pay any cure amounts of executory contracts to be assumed by Anadarko (other than Anadarko’s claims which will be waived at closing), or (ii) $310 million in cash, subject to customary purchase price adjustments.