Sea Dragon Shall Obtain NPC Acquisition Approvals: Citadel Capital
Citadel Capital (CCAP) asserted that its Opportunity-Specific Fund ‘Golden Crescent Investments Ltd.’ has signed a second amended agreement with Sea Dragon Energy (SDX-TSX.V) on extending the grace period regarding the acquisition of National Petroleum Company Egypt Limited (NPC Egypt) till August 8th (subject to a ten-day extension).
CCAP said pursuant to the agreement, Sea Dragon is required to obtain approvals from its lenders, regulation services providers and Toronto Stock Exchange (TSX) Venture Exchange.
Under the terms of the second amended agreement, Golden Crescent will be entitled until August 8th to solicit and entertain alternative proposals. Golden Crescent may terminate the second amended agreement without : (a) penalty or payment in favour of Sea Dragon of the previously contemplated termination fee; or (b) right of Sea Dragon to match any alternative proposal.
In addition, prior to August 1, 2012 , Golden Crescent may, at its option without terminating the Second Amended Agreement and in consultation with Sea Dragon, seek a farm-in partner for the North El Maghara concession (to a maximum participating interest of 50% of such concession), as well as a buyer for its 12.75% participating interest in the South Ramadan concession. Should any such transaction be completed, any cash consideration received therefor will be used to fund the development of the North El Maghara concession, certain work undertaken by National Petroleum Company South Abu Zeneima Ltd. (“NPC SAZ”) and/or South Abu Zenima Petroleum Company (“Petrozenima”), as applicable, or cash call obligations issued by the Offshore Shukheir Oil Company (the joint operating company for the Shukheir Marine concession) and/or the South Ramadan concession management committee or will remain, directly or indirectly, with NPC Egypt and will not be included as part of the working capital adjustment between Sea Dragon and Golden Crescent at closing.
In addition, under the terms of the Second Amended Agreement, the parties have agreed that Sea Dragon shall oversee ongoing detailed engineering work on the Muzhil Field prior to closing and for the amount of US$2.5 million deposited by Sea Dragon in escrow upon the execution of the original share purchase agreement between Sea Dragon and Golden Crescent dated January 6, 2012 (the “Escrow Amount”) to be released from time to time to satisfy third party costs that may be incurred by NPC SAZ and/or Petrozenima with respect to the development of the Muzhil Field.
