Naeem Tyab, President of Mogul Energy stated, "I believe that the planned combination of Sea Dragon's 40% interest in the EWA Concession with Mogul Energy's existing 20% interest is an exciting development for Mogul Energy. In addition to giving Mogul Energy a majority interest in the EWA Concession, the combination would allow the Company to focus the talent and resources of both companies on the development of the EWA Concession. The planned addition to Mogul Energy's management of the experienced oil and gas team from Sea Dragon should benefit the Company. The ability to increase our interest in the Concession, while focusing our combined talent and resources, are key considerations in our analysis of the merits of this combination."
The Company anticipates that David M. Thompson, President of Sea Dragon, would become the Chief Executive Officer of Mogul Energy upon the completion of the Business Combination. Mr. Thompson stated "We are excited about the combination with Mogul Energy and look forward to focusing our combined talent and resources toward development of the EWA Concession in Egypt, where we are currently drilling our first exploration well, in addition to Mogul Energy's current Canadian assets."
Information Concerning the Proposed Business Combination:
Mogul Energy and Sea Dragon have entered into an LOI delineating certain terms and conditions pursuant to which the proposed Business Combination will be completed. The Business Combination is subject to the parties successfully negotiating and entering into a definitive agreement, and to satisfaction or waiver of any closing conditions (including without limitation any required government approvals and concessions) set forth in such agreement if ultimately executed by the parties.
Pursuant to the LOI, Mogul Energy and Sea Dragon have agreed to issue common shares in the capital of Mogul Energy to the current shareholders of Sea Dragon on the basis of one (1) common share of Mogul Energy for each common share of Sea Dragon currently outstanding. In addition, outstanding warrants and options in Sea Dragon, as described below, will be exchanged for warrants and options in Mogul Energy at the same or similar terms.
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