Sea Dragon announces mutual termination of agreement with Golden Crescent
22 July 2012 - 9:23PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/ CALGARY, July 23, 2012 /CNW/ -
Sea Dragon Energy Inc. ("Sea Dragon") announces that Sea Dragon and
Golden Crescent Investments Ltd. ("Golden Crescent") have entered
into a termination agreement (the "Agreement") pursuant to which
Sea Dragon and Golden Crescent have mutually agreed to terminate
the Second Amended and Restated Share Purchase Agreement dated May
10, 2012 between Sea Dragon and Golden Crescent in respect of the
acquisition, directly or indirectly, by Sea Dragon of all of the
issued and outstanding shares of National Petroleum Company Egypt
Limited (the "Acquisition"). In accordance with the terms of the
Agreement, the remaining US$2 million of the deposit which Sea
Dragon previously paid into escrow shall be returned in full to Sea
Dragon. In light of the uncertainty regarding the date on which the
Acquisition could be completed, Sea Dragon and Golden Crescent
decided jointly to terminate the Agreement and not to proceed with
the Acquisition. Prior to the decision to terminate the Agreement
being reached by the parties, Sea Dragon had made arrangements for
financing with banks and private equity funds to provide for
sufficient funds to allow the Acquisition to close as planned. As
Sea Dragon will no longer be issuing common shares or preferred
shares of Sea Dragon to Golden Crescent as partial consideration
for the purchase price of the Acquisition, Sea Dragon will not be
proceeding with the proposed share consolidation of its common
shares ("Consolidation") which was approved by the Sea Dragon
shareholders at the special meeting held on April 30, 2012.
In the event that Sea Dragon shareholders forwarded share
certificates to Sea Dragon's transfer agent, Equity Financial Trust
Company, in anticipation of the completion of the Consolidation,
such certificates will be returned to the shareholder as soon as
practicable. Based on current funds available to Sea Dragon and
ongoing cash flow from its existing operations, Sea Dragon believes
it will have adequate working capital to fund its scheduled capital
programs for the balance of 2012 and into 2013. Sea Dragon
continues to investigate opportunities for the expansion of its
asset base. 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 the
ability of the sufficiency of funds currently available to Sea
Dragon to fund its capital programs for 2012 and 2013.
Readers are cautioned that there is no assurance that Sea Dragon
will have adequate funds based on current fund availability and
cash flows to adequately fund its 2012 and 2013 capital programs.
With respect to the forward-looking statements contained herein,
the Corporation has made assumptions regarding anticipated cash
flows, size of capital programs 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 changes to
available credit, decreases in cash flows, unanticipated increases
in capital programs 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. Sea Dragon Energy Inc. CONTACT: Said
Arrata Chairman, CEO and Director (403) 457-5035 Tony
AntonPresident, COO and Director(403) 457-5035Olivier Serra Chief
Financial Officer and Director +331 5343 9442 Brisco Capital
Partners Corp.Investor Relations(403) 262-9888
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