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05/23/12 12:06 PM

#11393 RE: diggg #11392

Pan Orient to sell interest in three Thai concessions

2012-05-23 11:10 ET - News Release


Mr. Jeff Chisholm reports

PAN ORIENT ENERGY CORP.: SALE OF THAILAND CONCESSIONS L44/43, L33/43 AND SW1

Pan Orient Energy Corp. has entered into an agreement for the sale of its operated 60-per-cent interest in Thailand concessions L44/43, L33/43 and SW1 for a cash price of $170-million (U.S.) plus approximately $8-million (U.S.) for working capital and other adjustments. It is expected that net proceeds after costs and income tax will be approximately $162-million (U.S.).

Pan Orient's other interests in Thailand, consisting of its operated 100% interest in Concession L53/48, are being retained.

The transaction will be effected through the sale by the Corporation of its subsidiary Pan Orient Energy (Thailand) Ltd. ("POET"), which holds Pan Orient's 60% interest in Concession SW1 in Thailand and, indirectly through POET's subsidiary Pan Orient Resources (Thailand) Ltd., which holds Pan Orient's 60% interest in Concessions L44/43 and L33/43 in Thailand.

The transaction is anticipated to close on approximately June 15, 2012 and will have a December 31, 2011 effective date. A USD $8.5 million deposit was paid on behalf of the purchaser, to be applied with accrued interest against the purchase price at closing. The sale and purchase agreement contains customary representations, warranties, covenants and indemnities in favor of the purchaser. USD $3 million will be placed in escrow at closing to support any warranty claims. Closing is subject to certain regulatory and other third party approvals and waivers, as well as other customary closing conditions.

We seek Safe Harbor.