Not for distribution to U.S. newswire services or for dissemination in the United States
CALGARY, Feb. 24, 2012 /CNW/ - Sea Dragon Energy Inc. ("Sea Dragon") (TSX VENTURE: SDX) announces that further to its announcements of January 8, 2012 and
January 9, 2012, it is revisiting the terms of its agreement with
Golden Crescent Investments Ltd. ("Golden Crescent") for the acquisition (the "Acquisition") of National Petroleum Company Egypt Limited ("NPC Egypt") and intends to withdraw its short form prospectus.
Both Sea Dragon and Golden Crescent are now engaged in discussions aimed
at revising the terms of the Acquisition.
Subject to successful negotiations, it is anticipated that the share
purchase agreement dated January 6, 2012 between Golden Crescent and
Sea Dragon (the "SPA") will be amended to reflect the revised terms of
the Acquisition currently under discussion. These revised terms of the
Acquisition are anticipated to be subject to certain conditions
precedent including the negotiation and finalization of an amended SPA;
receipt of Sea Dragon shareholder approval for, among other things, the
issuance of the share consideration payable to Golden Crescent;
regulatory and stock exchange approvals; completion of the
International Finance Corporation proposed financing announced by the
Corporation on January 31, 2012, consisting of an up to US$20 million
private placement of common shares of the Corporation and an up to
US$20 million loan; and completion of certain amendments to the senior secured reserve-based credit facility
agreement with BNP Paribas and HSBC to support the Acquisition.
Withdrawal of Short Form Prospectus and Rescheduling of Sea Dragon
Sea Dragon intends to withdraw its preliminary short form prospectus
dated January 6, 2012 for a public offering of subscription receipts
for Cdn$75 million (the "Offering") contemplated originally to complete the acquisition of NPC Egypt, due
to the uncertain global economic situation and continued volatility in
the global capital markets. This decision was taken collectively by Sea
Dragon and its investment banking advisors.
As a result, Sea Dragon announces that the special meeting of the
holders of common shares of Sea Dragon scheduled to be held on February
27, 2012 to approve, among other things, the issuance of the share
consideration payable to Golden Crescent under the Acquisition, will be
postponed and a new date and time for the meeting is anticipated to be
rescheduled once an amended agreement is reached with Golden Crescent
for the Acquisition.
For further information, please see the press releases of Sea Dragon
dated January 8, 2012, January 9, 2012 and January 31, 2012 and a copy
of the share purchase agreement between Sea Dragon and Golden Crescent
dated January 6, 2012, each of which is available under Sea Dragon's
SEDAR profile at www.sedar.com.
About Sea Dragon Energy Inc.
Sea Dragon is an international exploration and development company with
a focus on the Middle East and an office in Cairo Egypt. For further
information please see the website of Sea Dragon at www.seadragonenergy.com and/or Sea Dragon's filed documents at www.sedar.com.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.
Special Note Regarding Forward-Looking Information
This press release contains certain statements or disclosures relating
to Sea Dragon that are based on the expectations of Sea Dragon as well
as assumptions made by and information currently available to Sea
Dragon which may constitute forward-looking information under
applicable securities laws. All such statements and disclosures, other
than those of historical fact, which address activities, events,
outcomes, results or developments that Sea Dragon anticipates or
expects may, or will occur in the future (in whole or in part) should
be considered forward-looking information. In some cases,
forward-looking information can be identified by terms such as
"forecast", "future", "may", "will", "expect", "anticipate", "believe",
"potential", "enable", "plan", "continue", "contemplate", "pro-forma",
or other comparable terminology. In particular, this press release
contains forward-looking statements in respect of future negotiations
related to the Acquisition and holding a meeting of holders of common
shares of Sea Dragon. Readers are cautioned that there is no assurance
that the transactions referenced herein will proceed and certain
conditions must be met before the Acquisition can be completed. Such
conditions include the receipt of all necessary approvals. There is no
assurance that the required approvals will be received and there is
therefore no assurance that the Acquisition will be completed in the
time frame anticipated or at all. With respect to the forward-looking
statements contained herein, the Corporation has made assumptions
regarding timely receipt of the necessary approvals and satisfaction of
the other closing conditions for the Acquisition and general economic
conditions. Many factors could cause the performance or achievement by
Sea Dragon to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements. These factors include the failure to obtain
the required approvals and changes to economic conditions. Readers are
cautioned that the foregoing list of factors is not exhaustive. The
forward-looking statements contained in this press release are
expressly qualified by this cautionary statement. Sea Dragon is not
under any duty to update any of the forward-looking statements after
the date of this press release or to conform such statements to actual
results or to changes Sea Dragon's expectations and Sea Dragon
disclaims any intent or obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or results or otherwise, other than as required by
applicable securities laws.
SOURCE Sea Dragon Energy Inc.
For further information:
Chairman, CEO and Director
President, COO and Director
Chief Financial Officer and Director
+331 5343 9442
Brisco Capital Partners Corp.