Sea Dragon revisits its terms with Golden Crescent for the acquisition of NPC Egypt and withdraws its prospectus offering

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 Shareholders Meeting

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

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 and/or Sea Dragon's filed documents at


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:

Said Arrata 
Chairman, CEO and Director 
(403) 457-5035

Tony Anton
President, COO and Director  
(403) 457-5035

Olivier Serra 
Chief Financial Officer and Director
+331 5343 9442

Brisco Capital Partners Corp.
Investor Relations
(403) 262-9888

Profil de l'entreprise

Sea Dragon Energy Inc.

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