Acquisition

Green Dragon Gas Ltd 27 March 2008 27 March 2008 GREEN DRAGON GAS LTD. ('Green Dragon' or the 'Company') Green Dragon Executes Agreement to Acquire Pacific Asia China Energy Inc. Green Dragon Gas Ltd. (AIM: GDG), today announced that it has entered into a conditional agreement with Pacific Asia China Energy Inc. ('Pace') through its wholly owned subsidiary, Greka China Ltd. ('Greka') to acquire Pace. Pace is a Vancouver listed public company with operations exclusively in China focused on Coal Bed Methane ('CBM') through a Production Sharing Contract (PSC) covering a 946 sq km block in Guizhou province with CUCBM. Additionally, Pace has a 50 per cent interest in a joint venture drilling service company with exclusive rights to utilize Mitchell Drilling's Dymaxion horizontal drilling technology in China for de-gassing coal mines and exploiting CBM. Mitchell Drilling is one of Australia's most established CBM drilling contractors with a specialization in horizontal drilling. Pace's website www.pace-energy.com provides further details of its operations. Following the acquisition Pace's offices in Canada will be closed, its Beijing offices will be consolidated with Greka's while Kunming will continue as a regional office to manage the PSC. Greka, through a wholly-owned British Columbia subsidiary, subject to completion of due diligence, will acquire all of Pace's outstanding shares at a price of $0.38 per share in cash (the 'Transaction'). The total value of the Transaction is approximately CDN $35.18 million. This all-cash Transaction for 100 percent of Pace's shares represents a 58 per cent premium to Pace's closing price on March 26, 2008. In the nine months ending 30 November 2007, Pace made a net loss of CDN $4.1 million and its net assets at that date were CDN $19.6 million (unaudited). The acquisition will be funded from Green Dragon's existing cash resources and/or from the proceeds of the issue of new shares or through the issue of debt. The Transaction has been unanimously approved by the Pace Board of Directors. Pace's Board of Directors has also resolved to recommend to their shareholders that they vote in favour of the Transaction. In determining to recommend the Transaction to Pace's shareholders, Pace Board of Directors considered a number of factors and engaged Haywood Securities Inc. ('Haywood') to prepare a fairness opinion in relation to the Transaction. Haywood has provided a fairness opinion to the Board of Directors of Pace indicating that, subject to its review of all formal documentation and subject to the assumptions and conditions set forth in such opinion, the consideration to be received by Pace shareholders is fair from a financial point of view. The Transaction will be carried out by way of a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia), and must be approved by the applicable court and by 66 2/3 per cent of the votes cast by holders of Pace's shares. All warrants and options of Pace are to be cancelled under the plan of arrangement and the arrangement is also subject to approval by 66 2/3 per cent of votes cast by all holders of warrants, options and shares voting as a single class. The completion of the Transaction is also subject to customary closing conditions, including regulatory approvals and completion of satisfactory due diligence by Greka. The Transaction is expected to close in May 2008, shortly after receipt of shareholder and court approvals. Details regarding these and other terms of the Transaction are set out in the Arrangement Agreement, which will be filed by Pace on SEDAR and will be available on the SEDAR website at www.sedar.com and by the Company on its website. Further information regarding the Transaction will be contained in a proxy circular that Pace will mail to holders of its common shares in connection with the special meeting of shareholders to be held to approve the Transaction. It is expected that these materials will be mailed in late April 2008 for a meeting to be held in late May 2008. Once mailed, the proxy circular will be available at www.sedar.com and on the Company's website. Pace's directors and officers, who collectively hold approximately 25 per cent of the outstanding common shares of Pace, have entered into lock up agreements with Greka to vote their shares in favour of the Transaction, subject to their ability to withdraw such support in the event that the Arrangement Agreement is terminated. Mr. Randeep S. Grewal, Green Dragon's Chairman & CEO stated 'This timely acquisition is accretive to the Company and its shareholders as we continue to expand our operations and further enhance our position within the emerging CBM industry in China. The acquisition will provide us with complementary sets of assets to the Company's current operations. The additional 946 sq km CBM block in Guizhou provides a new focus area within the central inner China niche built by the Company to date. Furthermore, this acquisition increases our PSC acreage to 7,566 sq km making GDG the largest foreign CBM operator in China. Additionally, the Pace-Mitchell joint venture adds two Schramm rigs to the fleet of five ordered by Greka Technical Services providing commonality within rigs while enhancing the capability to drill horizontal wells. The interchangeability will ease the cross-training of personnel and optimize the rig utilization enabling the Company to capitalize on its significant drilling inventory.' 'I look forward to the addition of the China based Pace employees and management to the Greka China team. We expect the complementary nature of the asset accretion to provide for a similar growth in the employee base with no redundancies within the China based employees. We expect to maintain a seamless transition to the continuity of the Guizhou PSC development from its current exploration stage onto commercialization' Mr Grewal added. For further information on the Company and its activities, please refer to the website at www.greendragongas.com or contact: Randeep S. Grewal Tim Thompson / Nick Melson Betty Cheung Investor Relations Green Dragon Gas Buchanan Communications +852 3710 0168 +44 20 7466 5000 Dr Azhic Basirov/ David Jones Nominated Adviser & Broker Smith & Williamson Corporate Finance Limited +44 20 7131 4000 This information is provided by RNS The company news service from the London Stock Exchange
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