where is announcement, page-35

And here is the news from Mega ... virtually the same but with a quote from Chris Darby.

MEGA Graphite Defines a Path to Listing and Near Term Graphite Production as a Revised Agreement is Struck With Strategic Energy Resources

OAKVILLE, ONTARIO--(Marketwire - April 25, 2012) - MEGA Graphite Inc. (MEGA), is pleased to announce that agreement has been reached with Strategic Energy Resources (SER) on the revised terms and adjusted timetable for acquisition of the Uley Graphite Mine by way of the previously announced Merger Implementation Deed (MID).

The Uley Graphite Mine is currently owned by Tarcoola Gold, a demerged subsidiary of the ASX listed company, Strategic Energy Resources Ltd (SER).


Since March 31, 2012 MEGA and SER have made significant progress in negotiating mechanisms to implement the scheme of arrangement under the MID. Agreement has now been reached.

The MID originally contemplated that MEGA would issue to SER, 33% of the issued capital of MEGA to properly reflect the value of the Uley asset purchase, including a $1 million dollar payment and a 1.5% ongoing royalty payment.

The amended MID now provides that SER shareholders will now receive 50% of the issued capital of MEGA pursuant to the Scheme of Arrangement (Transfer Scheme).

There will also be property payments made by MEGA to SER totaling CAD$3 million payable in tranches, while the ongoing royalty remains in place.

The final property payment tranche is payable on completion of the listing of MEGA Graphite. Specific terms of the IPO, including the number of shares to be issued and the price of the shares are currently being determined.

The listing of MEGA Graphite on the TSX is now scheduled to occur by August 31, 2012.

Christopher Darby, Managing Director for MEGA in the Asia Pacific, commented that, "With the assets, management and operations group we now have in place the company has the potential to deliver significant and sustained value. We have global tenements and can achieve near term graphite production through the work we are already doing at Uley in South Australia. The asset strength of MEGA Graphite combined with the skills, experience and depth of capability across our team will differentiate us for our customers and in the market."

MEGA Graphite is currently negotiating with a Canadian investment fund to provide additional working capital of CAD$5M for the continued operations and upgrades to the current graphite processing facility at Uley in South Australia. MEGA is also pleased to announce they have engaged Macquarie Capital Canada as their financial advisor for future financings and its go-public strategy.