Citadel Capital Opportunity-Specific Fund Reaches Understanding on Revised Terms for Sale of Upstream Oil and Gas Platform

Revised terms would include substitution of redeemable, convertible, non-voting preferred shares in place of cash component

Citadel Capital, (CCAP.CA on the Egyptian Exchange), the leading private equity firm in the Middle East and Africa with US$ 9 billion in investments under control, issued today the following statement regarding revised terms of sale for the National Petroleum Company Egypt:

Golden Crescent Investments Ltd. (Golden Crescent), a Citadel Capital Opportunity-Specific Fund, signed on 6 January 2012, a share purchase agreement to sell 100% of its interest in National Petroleum Company Egypt Limited (NPC Egypt), a wholly owned Portfolio Company, to Sea Dragon Energy Inc. (Sea Dragon) (TSX-V: SDX), a Calgary-based exploration and development company.

Sea Dragon announced on 8 March 2012 that it had reached a non-binding understanding with Golden Crescent regarding revised terms for the transaction.

Under the revised terms, Sea Dragon would purchase all of the issued and outstanding shares of NPC Egypt for consideration including US $87.5 million of common shares of Sea Dragon, to be satisfied through the issuance of 437.5 million Sea Dragon common shares, and US$ 60 million of redeemable, convertible, non-voting preferred shares.

The value of the closing consideration payable by Sea Dragon to Golden Crescent under the revised terms therefore remains unchanged at US$ 147.5 million.

The preferred shares will bear a preferred cumulative dividend at 7% per annum for the first 12 months after issuance, 10% per annum for the following nine months and 12% per annum thereafter until converted or redeemed.

The revised terms for the transaction are expected to be reflected in an amended share purchase agreement to be negotiated between the parties and thus remain subject to possible further amendment.

It is anticipated that Sea Dragon will have 50 days from the execution of an amended share purchase agreement to complete the transaction (subject to a 10-day extension), while Golden Crescent will have a 40-day non-exclusivity period to seek alternative proposals without any: (a) penalty or payment in favor of Sea Dragon of the previously contemplated termination fee; and (b) right of Sea Dragon to match any alternative proposals.

The key terms of the transaction otherwise remain substantially unchanged.

The revised terms of sale are subject to certain conditions precedent, among them the completion of the International Finance Corporation’s proposed US$ 40 million financing of Sea Dragon, which was announced on 31 January 2012. Volatile local and international conditions could affect the conclusion of the transaction.

Sea Dragon’s release on this subject may be found here.

—Ends—

Citadel Capital (CCAP.CA on the Egyptian Stock Exchange) is the leading private equity firm in the Middle East and Africa. Citadel Capital focuses on building regional platforms in select industries through acquisitions, turnarounds, and greenfields executed via Opportunity-Specific Funds. The firm’s 19 OSFs control Platform Companies with investments of US$ 9.0 billion in 15 countries spanning 15 industries, including mining, cement, transportation, food and energy. Since 2004, Citadel Capital has generated more than US$ 2.2 billion in cash returns to its co-investors and shareholders (on investments of US$ 650 million), more than any other private equity firm in the region. Citadel Capital is the largest private equity firm in Africa by PE assets under management (2006-2011, as ranked by Private Equity International). For more information, please visit www.citadelcapital.com.

Forward-Looking Statements
Statements contained in this document that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of the Citadel Capital. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Certain information contained herein constitutes “targets” or “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “seek,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Actual events or results or the actual performance of Citadel Capital may differ materially from those reflected or contemplated in such targets or forward-looking statements. The performance of Citadel Capital is subject to risks and uncertainties.

For more information, please contact:
Ms. Ghada Hammouda
Head of Corporate Communications
Citadel Capital (S.A.E.)

g...@qalaaholdings.com (click to reveal this email)

Tel: +20 2 2791-4440 
Fax: +20 22 791-4448
Mobile: +20 10 6662-0002