Sea Dragon Energy Inc. 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. for the acquisition of National Petroleum Company Egypt Limited 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.