Abraxas Petroleum Corporation Files Preliminary Proxy Statement for Merger with Abraxas Energy Partners, L.P.

SAN ANTONIO--(Business Wire)--
Abraxas Petroleum Corporation (NASDAQ:AXAS) ("Abraxas Petroleum") today
announced that it has filed a preliminary proxy statement with the Securities
and Exchange Commission ("SEC") for a special meeting of stockholders ("Special
Meeting") to be held to vote on Abraxas Petroleum`s pending merger with Abraxas
Energy Partners, L.P. ("Abraxas Energy") and the transactions contemplated
thereby.

As previously announced on June 30, 2009, Abraxas Petroleum entered into a
definitive merger agreement with Abraxas Energy ("Merger Agreement"), pursuant
to which Abraxas Energy will merge with and into Abraxas Petroleum, and that
holders of 96% of the common units of Abraxas Energy not held by a wholly-owned
subsidiary of Abraxas Petroleum have executed a voting, registration rights and
lock-up agreement ("Voting Agreement") with Abraxas Petroleum and Abraxas
Energy.

The Merger Agreement provides that each outstanding common unit of Abraxas
Energy not held by a wholly-owned subsidiary of Abraxas will be acquired by
Abraxas Petroleum for $6.00 per common unit payable in shares of Abraxas
Petroleum common stock. The number of shares of Abraxas Petroleum common stock
will range from 4.25 to 6.00 per common unit of Abraxas Energy and will amount
to approximately 26 - 36 million shares of Abraxas Petroleum common stock. The
share range equates to $1.00 to $1.41 per share of Abraxas Petroleum and will be
determined based on the 20-day trading average prior to the Special Meeting.

The Voting Agreement provides an automatic vote, or proxy to vote, by the
unaffiliated unitholders of Abraxas Energy in favor of the merger and for a
90-day lock-up period followed by a multi-year staggered lock-up period. The
Voting Agreement also provides for a standstill by the private investors on
their rights under the existing exchange and registration rights agreement and a
standstill by Abraxas Energy on its initial public offering.

The preliminary proxy statement is subject to SEC review. The date of the
Special Meeting of Abraxas Petroleum stockholders and the record date for the
Special Meeting will be specified in the definitive proxy statement to be mailed
to stockholders following such review.

Where to Find Information About the Merger

In order to effectuate the vote of its stockholders, Abraxas Petroleum will file
a definitive proxy statement and other documents regarding the merger with the
Securities and Exchange Commission (the "SEC"). Abraxas Petroleum stockholders
are urged to read the definitive proxy statement when it becomes available
because it will contain important information. Stockholders may obtain a copy of
the definitive proxy statement when it becomes available and any other relevant
documents with the SEC for free on the SEC`s website, www.sec.gov. They may also
obtain copies from Abraxas Petroleum Investor Relations at 18803 Meisner Drive,
San Antonio, Texas 78258.

Participants in the Proxy Solicitation

Abraxas Petroleum and its directors and executive officers may be deemed to be
participants in the solicitation of proxies of Abraxas Petroleum stockholders in
connection with the merger. Such individuals may have interests in the merger.
Current detailed information about the affiliations and interests of the
participants in the solicitation by ownership or otherwise, can be found in the
proxy statement relating to Abraxas Petroleum`s 2009 Annual Meeting of
Stockholders that was filed on April 20, 2009, and in Abraxas Petroleum`s Annual
Report on Form 10-K filed on February 24, 2009 and in any proxy statement that
has been or will be filed with the SEC in connection with the Merger.

Abraxas Petroleum Corporation is a San Antonio based crude oil and natural gas
exploration and production company with operations principally in Texas, the
Mid-Continent and the Rocky Mountains. Abraxas Petroleum, through a wholly-owned
subsidiary, owns 48% of Abraxas Energy and manages its day-to-day operations
through its 100% ownership of the general partner.

Abraxas Energy Partners, L.P. is a San Antonio based upstream master limited
partnership with operations across the Rocky Mountain, Mid-Continent, Permian
Basin and Gulf Coast regions of the United States.

The securities have not been registered under the Securities Act of 1933, as
amended, or any state securities laws, and unless so registered, the securities
may not be offered or sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.

Safe Harbor for forward-looking statements: Statements in this release looking
forward in time involve known and unknown risks and uncertainties, which may
cause Abraxas` actual results in future periods to be materially different from
any future performance suggested in this release. Such factors may include, but
may not be necessarily limited to, changes in the prices received by Abraxas for
its crude oil and natural gas. In addition, Abraxas` future crude oil and
natural gas production is highly dependent upon Abraxas` level of success in
acquiring or finding additional reserves. Further, Abraxas operates in an
industry sector where the value of securities is highly volatile and may be
influenced by economic and other factors beyond Abraxas` control. In the context
of forward-looking information provided for in this release, reference is made
to the discussion of risk factors detailed in Abraxas` filings with the
Securities and Exchange Commission during the past 12 months.

Abraxas Petroleum Corporation
Barbara M. Stuckey, 210-490-4788
Vice President - Corporate Finance
bstuckey@abraxaspetroleum.com
www.abraxaspetroleum.com

Copyright Business Wire 2009