For Immediate Release: July 22, 1999

ASE: PXN
Cusip: 704276 10 4

PAXTON INTERNATIONAL RESOURCES LTD. - $500,000 Private Placement

The Company is pleased to announce that it has negotiated private placements of 2,000,000 units to various investors at a price of $0.25 per unit. The proceeds from the private placements will be used to pay $165,000 owing pursuant to convertible debentures issued on August 31, 1997 and falling due for payment on July 31, 1999 while the reminder will be used for working capital.

Each unit will consist of one common share in the capital stock of the Company and one non-transferable share purchase warrant (the "Warrants"). Each warrant will entitle the holder to purchase one additional common share for a term of one year from the payment for the unit at a price of $0.25 per common share.

The issuance of the private placement shares and non-transferable share purchase warrants is subject to regulatory acceptance.

On behalf of the Board of Directors
PAXTON INTERNATIONAL RESOURCES LTD.

Stuart M. Norman
Chairman of the Board and Chief Executive Officer

The Alberta Stock Exchange has neither approved nor disapproved the information contained herein.

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