Sea Dragon Energy Inc. has entered into an Amended and Restated Share Purchase Agreement with Golden Crescent Investments Ltd. whereby Sea Dragon will acquire, directly or indirectly, all of the issued and outstanding shares of National Petroleum Company Egypt Limited.

Under the terms of the Amended Agreement, Sea Dragon will acquire, directly or indirectly, all of the issued and outstanding shares of NPC Egypt in consideration of the issuance of 437.5 million common shares of Sea Dragon at a deemed price of US$0.20 per share (the "Common Share Consideration") and US$60 million of redeemable, convertible, non-voting preferred shares (the "Preferred Shares") to be issued, directly or indirectly, to Golden Crescent at the closing of the Acquisition (the "Preferred Share Consideration"), subject to certain working capital adjustments made in accordance with the terms of the Amended Agreement.

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