MENA Hydrocarbons, Inc. SKNAF

RE:MNH Shareholders receive SacOil, Keep Mena Shares, Dividend

[Eskimoman]

Acelove wrote: Shareholders participate in the upside of SacOil through the proposed distribution of shares as outlined below, but all shareholders will continue to hold MENA Hydrocarbon shares as well. Our Board and Management have already been investigating opportunities and will continue to identify projects for MENA going forward."

Anticipated Contribution

In connection with the closing of the Transaction, the Company intends to use the cash portion of the Purchase Consideration discussed below (US$1,857,319) to settle certain outstanding promissory notes issues by MIP to non-arm's length parties, as required by the terms of the Share Purchase Agreement. In addition, the Company intends to withhold 5,510,008 (equivalent to US$300,000) of the Consideration Shares to meet its ongoing working capital needs. If no additional sources of funding are obtained post-closing, the aggregate liabilities of the Company will be settled in the ordinary course of business, including by way of the payment of cash on hand and the sale from time to time of the Consideration Shares which are to remain held by the Company post-Arrangement. At the time that the Arrangement is effected, the Company anticipates that approximately 178,156,939 Consideration Shares will be available for distribution to the shareholders of the Company on a pro rata basis to effect the dividend contemplated by the Plan of Arrangement (the "Dividend"). Shareholders are cautioned that these amounts represent estimates only and there can be no guarantee that such amounts, or any amount, will be available for distribution. In the event that there is insufficient cash available to pay the claims of creditors, and if alternate terms cannot be negotiated, the Company may be required to sell additional Consideration Shares for cash and use the proceeds to settle creditor claims prior to any distribution to the shareholders of the Company.

The Company intends to effect the Transaction and the proposed Dividend by way of a plan of arrangement under s. 193 of the Business Corporations Act (Alberta) (the "Arrangement"), which will be described in further detail in the Company's management information circular to be mailed in connection with the Company's upcoming annual general and special meeting ("AGSM"), scheduled for October 10, 2014. MENA shareholders will be asked to approve the Arrangement to give effect to the transactions contemplated by the Share Purchase Agreement and the Dividend, as well as approve a proposed consolidation (the "Consolidation") and the proposed Shares for Debt transactions. The approval by shareholders of the transactions contemplated by the Share Purchase Agreement and effected by the Arrangement will require the approval of two thirds of the votes cast at the AGSM.

....the last part of the first paragraph sums up the risk envolved here....."shareholders are cautioned............if the "consideration shares" have to be sold, will there be much left?