Centurion Energy International announced in February, 2006, that it had entered into an agreement (the "Purchase Agreement") to acquire all of the shares of a U.S. private company that holds oil and gas interests primarily in Egypt and also in Texas. Centurion announces that the U.S. private corporation has provided notice that it has received an unsolicited third party offer which the board of directors of the U.S. private corporation considers to be a "superior proposal" as such term is defined in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, Centurion has had three days since receiving such notice in which to improve the terms of the agreement with the U.S. private corporation and has advised the U.S. private corporation that it does not intend to increase its offer. Centurion therefore anticipates that the U.S. private corporation will exercise its rights to terminate the Purchase Agreement.
Under the terms of the existing agreement, where the private U.S. corporation exercises its rights to terminate the agreement based upon the acceptance of a superior proposal, Centurion is entitled to receive the return of its $US 11.25 million deposit plus a termination fee of $US 7.35 million from the private U.S. corporation.