LONDON, Sept. 28, 2015 /CNW/ - Sea Dragon Energy Inc. ("Sea Dragon" or the "Company") (TSX VENTURE: SDX) and Madison PetroGas Ltd. ("Madison"), a private , arm's length, Canadian company existing under the Business Corporations Act (Alberta) ("ABCA") (Sea Dragon and Madison, together, the "Parties"), are pleased to provide this update regarding their previously announced strategic business combination by way of a statutory plan of arrangement under the ABCA (the "Arrangement") whereby Sea Dragon will acquire all of the issued and outstanding common shares of Madison (the "Transaction").
As previously announced, the Transaction is conditional upon, among other things, approval of the Transaction from at least two-thirds of the votes cast by the shareholders of Madison at its special meeting of shareholders (the "Madison Meeting") and approval of certain matters relating to the Transaction by the shareholders of Sea Dragon at its annual and special meeting of shareholders (the "Sea Dragon Meeting"). On September 28, 2015, shareholders of each of Sea Dragon and Madison voted at the Sea Dragon Meeting and the Madison Meeting, respectively, on such matters relating to the Transaction and voted overwhelmingly in favour thereof.
The Arrangement was approved by Madison shareholders holding greater than 99% of the Madison shares, who voted on the Arrangement at the Madison meeting. In addition, the Sea Dragon share consolidation on the basis of one (1) post-consolidation Sea Dragon share for thirty-five (35) pre-consolidation Sea Dragon shares ("Sea Dragon Consolidation") and the name change of the Company to "SDX Energy Inc." were approved by Sea Dragon shareholders holding greater than 87% and 93%, respectively, of the Sea Dragon shares who voted on such resolutions at the Sea Dragon meeting.
On September 28, 2015, the Alberta Court of Queen's Bench approved the Arrangement between the Parties pursuant to subsection 193(9) of the ABCA and issued a final order approving the Arrangement.
Closing of the Transaction is expected to occur on October 1, 2015.
The complete details of the Arrangement and the Transaction are set out in the Arrangement Agreement, the management information circular of Sea Dragon dated September 1, 2015 and the Filing Statement of Sea Dragon dated September 22, 2015, which have been filed by Sea Dragon on SEDAR and are available for viewing under its profile at www.sedar.com.
About Sea Dragon
Sea Dragon is an international exploration and development oil company, headquartered in London, England, UK, with a focus on North Africa and the Middle East. Activities are currently concentrated in Egypt, with interest in three concessions: NW Gemsa, a producing asset in the Eastern desert; South Ramadan, a development asset in the Gulf of Suez; and South Disouq, an exploration asset in the Nile Delta.
Madison is an independent private Alberta company, headquartered in Calgary, Alberta, Canada, engaged in the exploration, acquisition and development of oil and gas reserves in Africa and the Middle East. Madison conducts its activities through subsidiaries located in Barbados and Egypt. Currently it has operations in Egypt and Cameroon. In Egypt, Madison has an interest in Block H in the onshore West Gharib area of the Gulf of Suez, where oil production commenced in late 2011, one year after entering into the block. In Cameroon, Madison has an interest in a Production Sharing Contract on the high potential West Bakassi exploration block in the prolific Niger Delta Basin. The first exploration well on the block is due to commence in the second quarter of 2016.
Certain statements contained in this press release constitute "forward-looking statements" as such term is used in applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or are not statements of historical fact should be viewed as forward-looking statements. In particular, statements concerning the Parties, the Transaction, the anticipated timing of the Sea Dragon Consolidation, the Company's name change and closing date of the Transaction should be viewed as forward-looking statements.
The forward-looking statements contained in this document are based on certain assumptions and although management of the Parties consider these assumptions to be reasonable based on information currently available to them, undue reliance should not be placed on the forward-looking statements because the Parties can give no assurances that they may prove to be correct. This includes, but is not limited to, assumptions related to the completion of the Sea Dragon Consolidation and the Company's intended name change, the closing of the Transaction, the ability of either Party to receive, in a timely manner, the necessary third party approvals, the ability of the Parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction and expectations and assumptions concerning, among other things: commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability and cost of labour and services. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing materials, inability to secure necessary third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction.
By their very nature, forward-looking statements are subject to certain risks and uncertainties (both general and specific) that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Such risks and other factors include, but are not limited to the timing of the Transaction, requisite approvals of any third party approvals, political, social and other risks inherent in daily operations for each of the Parties, risks associated with the industries in which the Parties operate in general, such as: operational risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; environmental risks; competition; failure to realize the anticipated benefits of the Transaction and to successfully integrate the Parties; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws and environmental regulations. There is a risk that either of the Parties fail to satisfy the conditions to the Transaction which may result in the Transaction not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of risk factors is not exhaustive and are advised to reference Sea Dragon's Annual Information Form for the year ended December 31, 2014 for a description of additional risks and uncertainties associated with Sea Dragon's business, including its exploration activities, which can be found on Sea Dragon's SEDAR profile at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date hereof and the Parties do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
THIS PRESS RELEASE SHOULD NOT BE CONSIDERED A COMPREHENSIVE SUMMARY OF THE TRANSACTION. COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS INCLUDING, BUT NOT LIMITED TO, TSXV APPROVAL. THERE CAN BE NO ASSURANCE THAT THE TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL.
INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN DOCUMENTS THAT HAVE BEEN AND MAY BE FILED BY SEA DRAGON AND THE MADISON INFORMATION CIRCULAR PREPARED IN CONNECTION WITH THE TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON.
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.
SOURCE Sea Dragon Energy Inc.
For further information: Sea Dragon Energy Inc.: Paul Welch, President and Chief Executive Officer, Tel: +44 203 219 5640; Olivier Serra, Chief Financial Officer, Tel: +44 203 219 5640; Madison PetroGas Ltd.: David Mitchell, President and Chief Executive Officer, Tel: +1 403 781 5892; Neil G. Taylor, Chief Financial Officer, Tel: +1 403 781 5888