mega news - but what does it mean for ser?

WB II ACQUISITION CORP. ANNOUNCES PROPOSED QUALIFYING
TRANSACTION WITH MEGA GRAPHITE INC.
Toronto, Ontario – August 3, 2012 –

WB II Acquisition Corp. (“WB II”; TSX Venture Exchange: WXB.P) is pleased to announce that it has
entered into a letter of intent dated August 3, 2012 with MEGA Graphite Inc. (“MEGA”) to complete
a going public transaction for MEGA (the “Proposed Transaction”) by way of a reverse takeover of
WB II, a capital pool company listed on the TSX Venture Exchange (the “Exchange”).

The Proposed Transaction will be conducted pursuant to a definitive agreement to be entered into between WB II and MEGA.
The structure of the Proposed Transaction has not yet been determined.
MEGA is a private Canadian junior mining company with natural graphite mining interests and
project plans in Australia, Canada and eastern India. In conjunction with the Proposed
Transaction and as a condition thereof, Mega will acquire Tarcoola Gold Inc. (“Tarcoola”), a
subsidiary of Strategic Energy Resources Ltd. (Australian Stock Exchange Code: SER)
(“Strategic Energy Resources”) through a merger of Tarcoola with Mega’s Australian
subsidiary in order to acquire and develop a natural graphite ore body and former producing
mine known as Uley Graphite (the “Uley Project”) in South Australia that Mega and Tarcoola
have been working on bringing back into production.
In conjunction with, or prior to the closing of, the Proposed Transaction, MEGA intends to
complete a brokered private placement (the “Private Placement”) of common shares for gross
proceeds of up to $3.5 million. It is contemplated that the common shares issued pursuant to the
Private Placement will ultimately be exchanged into freely tradeable common shares (the
“Resulting Issuer Shares”) of the surviving entity upon completion of the Proposed Transaction
(the “Resulting Issuer”).
In addition, immediately prior to the completion of the Proposed Transaction, it is anticipated
that WB II will consolidate its common shares on a ratio to be determined prior to the
completion of the Proposed Transaction. It is intended that Resulting Issuer Shares will be issued
to holders of MEGA common shares under the Proposed Transaction on the basis of one (1)
Resulting Issuer Share (on a post-consolidation basis) for every one (1) common share of
MEGA. In addition, and subject to regulatory approval, it is intended that any outstanding
options or warrants of WB II and MEGA will be exchanged for comparable securities of the
Resulting Issuer having the same economic terms (as adjusted).
If the Proposed Transaction is completed, it is anticipated that the board of directors of the
Resulting Issuer will consist of between three and nine directors, including the current directors
of MEGA, and one (1) nominee to be appointed by WB II. In addition, if the Proposed
Transaction is completed, it is anticipated that: (a) WB II will change its name, which name will
be determined prior to the completion of the Proposed Transaction; and (b) new auditors will
appointed. If completed, the Proposed Transaction will constitute WB II’s Qualifying
Transaction (as defined in Policy 2.4 of the Exchange’s Corporate Finance Manual). A
comprehensive press release with further particulars relating to the Proposed Transaction will
follow in accordance with the policies of the Exchange.