Student Transportation Announces Take-Over Offer For Canadex Resources Limited

Student Transportation Announces Take-Over Offer For Canadex Resources Limited

Toronto, Ontario, November 20, 2007 – Student Transportation of America Ltd. (“STA”) announced today that it has entered into a definitive support agreement (“Support Agreement”) pursuant to which STA will offer to acquire (the “Offer”) all of the outstanding common shares (“Common Shares”) of Canadex Resources Limited (“Canadex”) for cash consideration of $5.72 per Common Share and all of the outstanding Class A preferred shares (“Preferred Shares”) of Canadex for cash consideration of $1.00 per Preferred Share.

Canadex is a transportation and energy company consisting of two distinct and separately managed business segments. The school bus division is one of the largest independent school bus operators in Ontario and its energy division holds non operating positions in oil & gas investments in the U.S.

The consideration under the Offer represents a 35% premium over the market price of the Common Shares as of April 27, 2007, the day prior to the announcement of the strategic review process by Canadex, and a 12% premium over the market price of the Common Shares as of the close on November 19, 2007. The cash consideration under the Offer will be financed with cash balances on hand at the time of closing and STA’s existing credit facility.

Commenting on the offer, Chairman and CEO of STA, Denis J. Gallagher said, “This is a strategic acquisition for STA and our largest investment in Canada. Once the deal is closed, it will increase our Canadian revenues by 67% and our subsidiary Student Transportation of Canada (STC) will have over $40 million of revenues in Canada and will be the country’s third largest provider of school transportation services. We expect the deal to be accretive post- closing.”

The board of directors of Canadex, based on the recommendation of its special committee of independent directors, has unanimously resolved to recommend that holders of Common Shares and Preferred Shares of Canadex accept the Offer. Sun Pac Foods Limited and John Riddell, who collectively hold 35% of the outstanding Common Shares and 70% of the outstanding Preferred Shares, have agreed to tender all Common Shares and Preferred Shares that they own to the Offer. KPMG Corporate Finance is acting as financial advisor to Canadex and has provided the board of directors with a fairness opinion that the consideration to be received by holders of the Common Shares and Preferred Shares pursuant to the Offer is fair from a financial point of view.

The Support Agreement provides for the payment by Canadex of a break fee equal to $1.4 million under certain circumstances, and reimbursement by Canadex of STA’s expenses up to $500,000 under certain circumstances. The Support Agreement also provides for reimbursement by STA of Canadex’s expenses up to $500,000 under certain circumstances. In addition, the Support Agreement also includes a non-solicitation covenant on the part of Canadex and a right in favour of STA to match any competing offers.

The Offer will be conditional upon acceptance by holders of not less than 66?% of the Common Shares and Preferred Shares as well as receipt of all necessary regulatory approvals and other customary conditions, including the entering into of non-competition and/or employment agreements with certain members of management. A take-over-bid circular containing the terms of the Offer will be mailed to the holders of Common Shares and Preferred Shares, together with a directors’ circular and other related documents, on or before December 11, 2007. The Offer, unless extended, will expire 36 days from its commencement, subject to receipt of any required regulatory approvals.

Acquisition Counsel and Financing

BMO Capital Markets acted as financial advisors to STA on the transaction. Goodmans LLP of Toronto and Patton Boggs of Dallas, Texas, provided legal counsel in connection with the offer and Alluence Capital Advisors of Mississauga assisted in the due diligence.

Student Transportation of America Ltd. Profile

Student Transportation is the fourth-largest provider of school bus transportation services in North America, conducting operations through local operating subsidiaries. Student Transportation has become a leading school transportation and management company by aggregating operations through the consolidation of existing providers and conversion of in-house operations. The company currently operates more than 5,000 school vehicles in North America. For more information, please visit

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable securities laws, which reflects the expectations of management regarding STA’s results of operations, expense levels, cost of capital, financial leverage, seasonality, cash flows, performance, liquidity, borrowing availability, financial ratios, ability to execute the STA’s growth strategy and cash distributions. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “track”, “targeted”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue” or similar expressions suggesting future outcomes or events. These forward looking statements reflect STA’s current expectations regarding anticipated future events, results, circumstances, performance or expectations, which are not historical facts. Forward looking statements involve significant risks and uncertainties, and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at which or by the performance or results will be achieved. A number of factors could cause our actual results to differ materially from the results discussed, expressed or implied in any forward-looking statement made by us or on our behalf, including, but not limited to the factors discussed under “Risk Factors” in our Annual Information Form. These forward looking statements are made as of the date of this news release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

For more information contact:

Denis J. Gallagher
Chairman and Chief Executive Officer
Phone: (732) 280-4200
Fax: (732) 280-4213

Keith P. Engelbert
Director of Investor Relations
Phone: (732) 280-4200
Fax: (732) 280-4213

Patrick J. Walker
Chief Financial Officer
Phone (732) 280-4200
Fax: (732) 280-4213