Sea Dragon Extended the Closing of Acquisition of NPC

Source: www.gulfoilandgas.com 4/30/2012, Location: Africa

Sea Dragon Energy Inc. (Sea Dragon) and Golden Crescent Investments Ltd. (Golden Crescent) have reached a non-binding understanding to extend the date by which Sea Dragon shall be required to complete its acquisition, directly or indirectly, of all of the issued and outstanding shares of National Petroleum Company Egypt Limited (NPC Egypt).

Under the terms of the non-binding understanding, which is subject to the negotiation and finalization of a formal amending agreement between the parties by no later than May 4, 2012, it is expected that Sea Dragon will have until August 8, 2012 to complete the Acquisition (subject to a 10 day extension). It is also expected that Golden Crescent will be entitled until August 1, 2012, to solicit and entertain alternative proposals. In the event that Golden Crescent receives a proposal it wishes to accept prior to August 1, 2012, it may terminate the existing Amended and Restated Share Purchase Agreement (the Amended SPA), as further amended by the amending agreement noted above, without any: (a) penalty or payment in favour of Sea Dragon of the previously contemplated termination fee; or (b) right of Sea Dragon to match any alternative proposal.

In addition, prior to August 1, 2012, Golden Crescent may, at its option without terminating the Amended SPA and in consultation with Sea Dragon, seek a farm-in partner for the North El Maghara concession (to a maximum participating interest of 50% of such concession), as well as a buyer for its 12.75% participating interest in the South Ramadan concession. Should any such transaction be completed, the consideration therefore will remain, directly or indirectly, with NPC Egypt and will not be included as part of the working capital adjustment between Sea Dragon and Golden Crescent at closing.

Other than the foregoing proposed amendments, the material terms and conditions of the Amended SPA, including the requirement of Sea Dragon shareholder approval to the Acquisition prior to May 1, 2012, the completion prior to closing of the proposed International Finance Corporation financing announced by the Corporation on January 31, 2012, the receipt of the necessary consents and approvals from Sea Dragonís senior secured creditors and the completion of certain amendments to Sea Dragonís senior secured reserve-based credit facility agreement and related agreements, are expected to remain unchanged.


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