Dana Gas PJSC announces agreement to acquire Centurion Energy International INC. for C$1.15 Billion (US$1.02 Billion)

Based in Sharjah, UAE, Dana Gas is a private-sector natural gas company operating in the Arabian Gulf Region and listed on the Abu Dhabi Stock Market. Centurion Energy is headquartered in Calgary and is engaged in oil and gas exploration and production with properties in Egypt, Tunisia and offshore West Africa. It is listed on the Toronto Stock Exchange and London AIM.

The agreement, signed by the Chairmen of both companies in Cairo, Egypt today, has the unanimous support of the two Boards of Directors and the Centurion Board will recommend that its shareholders accept the Dana Gas offer. The acquisition will be completed by way of a statutory plan of arrangement and requires the approval of no less than 66 2/3% of the shareholders of Centurion voting at a special meeting of shareholders to be held in early January 2007.

At C$12.00 per Centurion share, the equity value of the transaction is approximately C$ 1.15 billion on a fully diluted basis. Dana Gas will also assume Centurion's net debt of approximately C$99 million, giving the transaction a total value of approximately C$ 1.25 billion, or US$ 1.10 billion.

The offer price represents a premium of 36.4% over the trading price of Centurion shares on October 30, 2006, the last trading day before Centurion announced it had received an unsolicited approach from a third party. It also represents a 55.9% premium to Centurion's volume weighted average closing price for the 20 trading days up to 30 October 2006. The offer price implies a value of US$11.3 / proven plus probable boe.

The transaction achieves Dana Gas's stated aim of accelerating its growth strategy through the acquisition of exploration and production (E&P) operations in the Middle East and North Africa region. Centurion's assets complement Dana Gas's existing gas chain activities and expertise in transportation, processing and marketing of natural gas and represent the entry by Dana Gas into the upstream gas sector. The acquired portfolio comprises an attractive combination of existing production and associated cash flow from the producing fields in Egypt, complemented by growth opportunities from exploration assets in Egypt and exploration properties in Tunisia and the Sao Tome/Nigeria JDZ.

'We are pleased to have entered into this agreement with Centurion. We value the relationship upon which this agreement is built and we share a common vision for the importance of the regional gas sector. The complementary operations, strategy and approach to business makes Centurion particularly valuable to Dana Gas,' said Hamid Dhiya Jafar, Executive Chairman of Dana Gas. 'Centurion is an excellent company with outstanding people who have a proven track record in oil and gas activity in Egypt. We are pleased to offer Centurion shareholders full value for a company that meets perfectly Dana Gas' stated objective of acquiring E&P operations with production and clearly identified exploration prospects for future growth'.

Centurion Energy Chairman and Chief Executive Officer Said Arrata added: 'Our Board is pleased to support this transaction because of the value it delivers to our shareholders and the opportunities it presents to our employees. We look forward to this unique opportunity with Dana Gas, a pioneer in the Middle East gas industry. Together, the two companies, will provide the region with a strong indigenous private-sector player to develop the natural gas resources of the wider Middle East.'

The agreement was reviewed and recommended by a special committee of the board of Centurion which received the opinion of its financial advisors that the offer is fair, from a financial viewpoint, to the shareholders of Centurion. The terms of the agreement include customary provisions prohibiting Centurion from soliciting any other acquisition proposal but, should an unsolicited offer be made, allowing the board of directors of Centurion to accept and recommend a superior proposal if it is required to do so in accordance with its fiduciary duties. In such event, Dana Gas will be entitled to a termination fee of C$34.75 million payable by Centurion. Dana Gas has the right to match any such superior proposal.