8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 6, 2007 (July 30, 2007)

Date of Report (Date of earliest event reported)

Mogul Energy International, Inc.

Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

File No. 333-138806

(Commission File Number)

980461623

(I.R.S. Employer Identification No.)

520 Pike Street, Suite 2210 Seattle, Washington 98101

(Address of principal executive offices)

(206) 357-4220

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1. Registrant's Business and Operations

None.

SECTION 2.  Financial Information

None.

SECTION 3.  Securities and Trading Markets

None.

SECTION 4.  Matters Related to Accountants and Financial Statements

None.  

SECTION 5.  Corporate Governance and Management

None.

SECTION 6. [Reserved]

N/A.

SECTION 7.  Regulation FD

None.

SECTION 8.  Other Events

Item 8.01 Other Events

On July 31, 2007, Mogul Energy International, Inc. (the “Company”) issued a news release to announce that it had entered into a Letter of Intent dated July 30, 2007, to complete a business combination with Sea Dragon Energy, Inc., a private Canadian corporation.  The Letter of Intent dated July 30, 2007 is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.  The news release dated July 31, 2007, is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes", "plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes", "goal", "objective", expects", "may", "will", "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.

SECTION 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

The following exhibits are furnished as part of this report:

Exhibit 99.1 – Letter of Intent dated July 30, 2007

Exhibit 99.2 – Press Release dated July 31, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mogul Energy International, Inc.

By:	/s/ Naeem Tyab
Name:	Naeem Tyab
Title:	President

Date: August 6, 2007

EX-99.1

Mogul Energy International, Inc.

520 Pike Street, Suite #2210

Seattle, Washington

U.S.A    98101

NAEEM TYAB

President

 (206) 357-4220

 naeem@mogulenergy.com

July 30, 2007

Sea Dragon Energy Inc.

Suite 1112 - 207 West Hastings Street

Vancouver, BC V6B 1H7

Canada

Attention:  David Thompson, President

Dear Sirs:

Re: Proposed Business Combination of Mogul Energy International, Inc., and  Sea Dragon Energy, Inc.

Subject to and in accordance with the terms and conditions hereinafter contained, this letter agreement is intended to set forth the basic terms and conditions of a proposed business combination (the “Business Combination”) of Mogul Energy International, Inc. (“Mogul”) and Sea Dragon Energy, Inc. (“Sea Dragon”).  This letter agreement is further intended to govern the parties’ conduct until such time as the parties determine to proceed with the Business Combination and execute a binding definitive agreement (the “Definitive Agreement”), or this letter agreement has been terminated in accordance with its terms.  This letter agreement shall be superseded in its entirety by the Definitive Agreement.

The parties hereto hereby represent, warrant, acknowledge and agree as follows:

1. Mogul Energy International, Inc., is a company existing under the laws of Delaware, with its principal place of business in Seattle, Washington.  Mogul is a reporting issuer in the United States of America, and the common shares of Mogul are listed on the NASD Over The Counter Bulletin Board (OTCBB) system (the “Exchange”) and the Frankfurt Stock Exchange (FSE).

2. Mogul currently has 38,561,810 common shares (the “Mogul Shares”) outstanding and 625,000 shares reserved for issuance upon the exercise of warrants.

3. Mogul intends to grant stock options (the “Mogul Options”) to Mogul management and directors to acquire an aggregate of 2,300,000 additional common shares in the capital of Mogul at a price to be determined by the Board of Directors.  It is anticipated that the following individuals will be granted Mogul Options in the amounts indicated below, and further detailed in Schedule A, attached hereto:

· Naeem Tyab – 1,000,000;

· Sean Malcolm – 650,000;

· Ernie Pratt – 250,000;

· Jeff Ratcliffe – 200,000; and

· Creenagh Flynn – 200,000.

4. Other than the Mogul Options and the reservation for warrants, no other securities of Mogul, convertible or exchangeable into shares of Mogul, are outstanding.

5. Sea Dragon is a company existing under the federal laws of Canada.

6. Sea Dragon currently has 40,497,500 common shares (the “Sea Dragon Shares”) outstanding.  Sea Dragon has also issued warrants to acquire an aggregate of 3,873,750 common shares in the capital of Sea Dragon at a price of $0.30 per share (the “Sea Dragon Warrants”). Sea Dragon has granted compensation options to acquire an aggregate of 529,000 common shares in the capital of Sea Dragon at a price of $0.20 per share (the “Sea Dragon Finder’s Options”) as part of a finder’s fee in connection with a non-brokered private placement completed by Sea Dragon.

7. Sea Dragon has agreed to grant stock options to acquire up to an aggregate of 2,100,000 common shares in the capital of Sea Dragon at a price of $0.20 per share (the “Sea Dragon Options”), to the following individuals:

· David Thompson – 500,000;

· Parvez Tyab – 500,000;

· Ahmed Farid Ahmed Moaaz – 500,000;

· Barry G.M. Wood – 500,000; and

· Jeff Ratcliffe – 100,000.

Other than the Sea Dragon Shares, the Sea Dragon Finder’s Options, the Sea Dragon Warrants, and the Sea Dragon Options, no other securities of Sea Dragon, convertible or exchangeable into shares of Sea Dragon, are outstanding on the date hereof.

8. Sea Dragon has a 40% working interest in the concession known as the East Wadi Araba located in the Gulf of Suez, Egypt.

9. Mogul and Sea Dragon will combine pursuant to an amalgamation agreement, share exchange agreement, or such other agreement, in order to complete the proposed Business Combination on a tax preferred basis to the parties hereto.  Pursuant to the terms of the Business Combination, the current holders of Sea Dragon Shares will receive up to a maximum of 40,497,500 shares in the capital of Mogul (being approximately 1 share in the capital of Mogul for each Sea Dragon Share currently held).  The Sea Dragon Warrants, the Sea Dragon Finder’s Options, and the Sea Dragon Options will be exchanged for warrants and options respectively exercisable to acquire common shares in the capital of Mogul on the same basis, on economically equivalent terms.  However, the exercise (strike) price of the Sea Dragon Options will be amended to conform to the exercise price that is set on the Mogul Options.

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10. The United States Securities and Exchange Commission (SEC) may require some (or all) of the common shares in the capital of Mogul (or shares of the resulting issuer, as applicable) issued or issuable pursuant to paragraph 9 hereof to be restricted pursuant to the requirements of U.S. securities laws.  In particular, securities of the directors and senior officers of Mogul or the resulting issuer, as applicable, will be subject to restrictions in accordance with the foregoing.

11. Each of Mogul and Sea Dragon may, depending on the structure of the Business Combination, be required to call a meeting of its respective shareholders (the “Shareholders’ Meetings”) to approve, among other matters, the Business Combination, if required as detailed below, and certain other matters ancillary or relating thereto. However a Shareholders’ Meeting may still otherwise be required by Mogul depending on the structure of the Business Combination, for example, to approve an amalgamation (if by amalgamation) or to change Mogul’s name, or to change auditors.

12. Mogul and Sea Dragon shall use their best efforts to negotiate in good faith the Definitive Agreement by September 1, 2007, or such later date as the parties mutually agree to, such agreement to be in form and substance satisfactory to the parties, including representations and warranties of each party customary in transactions of this nature.

13. The parties agree that the date of closing of the Business Combination (the “Closing Date”) will occur within five (5) business days following receipt of shareholder approval by the shareholders of Mogul and Sea Dragon of the Business Combination at the Shareholders’ Meeting, or in writing, if required.  The Closing Date shall, in any event, occur not later than September 10, 2007, or such other date as the parties may mutually agree to.  If the Closing Date does not occur by September 30, 2007, or such other date as the parties may mutually agree to, either party may terminate its obligations with respect to the completion of the Business Combination contemplated herein without further obligation by either party, save and except as provided for in section 23 hereof.

14. Other than as described below, each of Mogul and Sea Dragon will pay for their respective costs incurred pursuant to the transaction contemplated herein, including legal and accounting costs, whether or not the Business Combination contemplated herein is completed.

15. For the purposes of allowing Mogul and Sea Dragon to review the business and affairs of each other so as to enable each to determine if there are any facts relating to which, if known to the other party, would cause it to elect not to proceed with the Business Combination, Mogul and Sea Dragon hereby permit each other and their auditors, legal counsel and other advisors to conduct, upon execution hereof, up to and including the Closing Date, such investigations of financial conditions, contractual obligations, business affairs and corporate affairs as each party may deem reasonably necessary or advisable in order to ensure that each of the representations, warranties, covenants and agreements as are required by each party.

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16. Following the completion of the Business Combination, the board of directors of Mogul shall initially be comprised of up to seven (7) directors.  It is anticipated that the following individuals will be directors or officers of Mogul following completion of the Business Combination:

· David M. Thompson, CEO / Director;

· Naeem Tyab, President / Director;

· Ernie Pratt, Director;

· Jeff Ratcliffe, Treasurer;

· Sean B. Malcolm, Secretary / Director;

· Ahmed Farid Ahmed Moaaz, Director;

· Barry G.M. Wood, Director.

The remainder of the directors will be determined at a later date.

17. The Board of Directors of Mogul will determine who to appoint as auditors following completion of the Business Combination.

18. The respective obligations of the parties to consummate the Business Combination contemplated herein shall be subject to the fulfillment of all of the following conditions on or before the Closing Date:

(a) the receipt of all necessary regulatory and Exchange approvals;

(b) there shall be no adverse material change in the business, affairs or operations of either Sea Dragon or Mogul between the date of the latest available financial statements (prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) consistently applied) and the Closing Date;

(c) the review, to the sole satisfaction of Mogul, of the financial condition, business, properties, title, assets and affairs of Sea Dragon;

(d) the review, to the sole satisfaction of Sea Dragon, of the financial condition, business, properties, title, assets and affairs of Mogul;

(e) the approval of the Business Combination and the matters herein provided by the board of directors of each of Mogul and Sea Dragon;

(f) the requisite approval of the shareholders of Mogul and Sea Dragon of the Business Combination and the other matters provided for in the Disclosure Document at the Shareholders’ Meetings; and

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(g) the entering into of the Definitive Agreement.

19. Each of Mogul and Sea Dragon will provide such information as to its financial condition, business, properties, title, assets and affairs (including any material contracts) as may reasonably be requested by the other party, including information contemplated by paragraph 15 which has not become generally available to the public, was not available to a party or its representatives on a non-confidential basis before the date of this letter agreement or does not become available to a party or its representatives on a non-confidential basis from a person who is not, to the knowledge of the party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the party or its representatives, will be kept confidential by each party (the “confidential information”).  Prior to releasing any confidential information, Mogul or Sea Dragon, as applicable, may require the recipient of the confidential information to enter into a mutually acceptable confidentiality agreement.  No confidential information may be released to third parties without the consent of the provider thereof, except that the parties hereto agree that they will not unreasonably withhold such consent to the extent that such confidential information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents.

20. (a) Mogul will not, without the prior written consent of Sea Dragon (which consent will not be unreasonably delayed, conditioned or withheld), prior to the Closing Date:

(i) issue any securities, other than pursuant to the exercise of the Mogul Options, or in relation to the 625,000 shares reserved for issuance upon the exercise of warrants;

(ii) incur or commit to incur any debt;

(iii) make any expenditures out of the ordinary course of business, other than in connection with its ongoing public filing requirements, due diligence investigations with respect to the Business Combination and the completion of the Business Combination contemplated herein;

(iv) declare or pay any dividends or distribute any of its properties or assets to shareholders;

(v) enter into any material contracts, other than in the ordinary course of business or in connection with the Business Combination;

(vi) alter or amend its articles or by-laws, other than in connection with the transactions contemplated herein (if required);

(vii) sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets;

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(viii) redeem, purchase or offer to purchase any of its common shares or other securities; or

(ix) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the normal course of business.

(b) Sea Dragon will not, without the prior written consent of Mogul (which consent will not be unreasonably delayed, conditioned or withheld), prior to the Closing Date:

(i) issue any securities, other than securities issued pursuant to the exercise of the Sea Dragon Warrants, the Sea Dragon Finder’s Options or the Sea Dragon Options;

(ii) incur or commit to incur any debt, except in the ordinary course of business, or to finance its working capital requirements, or as otherwise contemplated herein;

(iii) make any expenditures out of the ordinary course of business, other than due diligence investigations with respect to the Business Combination and the completion of the Business Combination contemplated herein;

(iv) declare or pay any dividends or distribute any of its properties or assets to shareholders;

(v) enter into any material contracts, other than in the ordinary course of business or in connection with the Business Combination;

(vi) alter or amend its articles or by-laws, other than as contemplated herein, other than in connection with the transactions contemplated herein;

(vii) engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof;

(viii) sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets;

(ix) redeem, purchase or offer to purchase any of its common shares or other securities; or

(x) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the normal course of business.

21. (a) Sea Dragon covenants and agrees with Mogul that, until the Termination Date (as defined below), it will not, without prior written consent of Mogul, directly or indirectly: (i) initiate, solicit, cause, facilitate or participate in any offer (confidential or otherwise) or expression of interest to acquire any assets of Sea Dragon outside of the ordinary course of business of Sea Dragon or any of its issued or unissued securities; (ii) except with regard to the Business Combination, pursue any other material amalgamation, merger, arrangement or sale of assets or make any other material change to the business, capital or affairs of Sea Dragon; or (iii) conduct any activity otherwise materially detrimental to the Business Combination.

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(b) Mogul covenants and agrees with Sea Dragon that, until the Termination Date (as defined below), it will not, without prior written consent of Sea Dragon, directly or indirectly: (i) initiate, solicit, cause, facilitate or participate in any offer (confidential or otherwise) or expression of interest to acquire any issued or unissued securities of Mogul or any shares or assets of a third party; (ii) except with regard to the Business Combination, pursue any other material amalgamation, merger, arrangement or make any other material change to the business, capital or affairs of Mogul; or (iii) conduct any activity otherwise materially detrimental to the Business Combination.

22. The parties will advise each other, in advance, of any public statement which they propose to make in respect of the transaction contemplated herein, provided that no party shall be prevented from making any disclosure statement which is required to be made by law or any rule of a stock exchange or similar organization to which it is bound.  Upon the execution of this letter of intent, Mogul will issue a press release and Sea Dragon shall have the ability to review, comment on and approve the content of such press release prior to its issuance.

23. This letter agreement shall terminate: (i) upon mutual agreement in writing of all the parties hereto; (ii) upon execution of the Definitive Agreement; (iii) upon notice by a party hereto of termination of this Agreement due to a breach of the terms of this Agreement by the other party hereto, provided such breach has not been cured to the reasonable satisfaction of the other party within five (5) days of receiving written notice thereof; (iv) upon written notice by one party to the other party that on having completed its due diligence review in good faith, the terminating party is not prepared to complete the Business Combination as a result of its due diligence review; or (v) as provided in paragraph 13, September 30, 2007 (in each case, a “Termination Date”).

In the event of termination by any of the parties as provided for in this section 23, this letter agreement shall become void and of no effect, without any liability or obligation on the part of the parties hereto, other than sections 13 and 18 (as to the confidentiality of previously disclosed information) hereof.

24. It is the parties’ intention that paragraphs 14, 15, 18, 19, 20, 21, 22, 23 and this paragraph 24 shall be legally binding on the parties when they or their representatives have executed this letter or an instrument expressing the parties’ wish to be bound hereby, the consideration for which shall be the mutual covenants of the parties contained herein.  The other provisions of this letter are not intended to be legally binding.  The invalidity or unenforceability of any particular provision of this letter agreement shall not affect or limit the validity or enforceability of the remaining provisions of this letter agreement.

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25. The laws of the State of Washington and the United States of America applicable therein shall govern this letter.

[Remainder of Page Left Blank Intentionally]

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This letter may be signed in counterparts, which together shall be deemed to constitute one (1) letter of intent, and delivery of the counterparts may be effected by means of telecopier from us to you and from you to us.

Yours truly,

MOGUL ENERGY INTERNATIONAL, INC.
Per:	/s/  Naeem Tyab
Name:	Naeem Tyab
Title:	President
ACCEPTED this 30th day of July, 2007.
SEA DRAGON ENERGY INC.
Per:	/s/  David Thompson
Name:	David Thompson
Title:	President

[Signature Page to Letter of Intent dated July 30, 2007]

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SCHEDULE “A”

MOGUL ENERGY INTERNATIONAL, INC.

Details of Mogul Options

Name of Optionee	Number of Common Shares issuable on exercise of Option	Exercise Price	Term
Naeem Tyab	1,000,000	TBD	10 years
President
Sean Malcolm	650,000	TBD	10 years
General Counsel
VP Business Development
Ernie Pratt	250,000	TBD	10 years
Director
Jeffrey Ratcliffe	200,000	TBD	10 years
Treasurer
Creenagh Flynn	200,000	TBD	10 years
Total	2,300,000

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EX-99.2

Mogul Energy announces Letter of Intent with Sea Dragon Energy, Inc. to increase Mogul Energy’s interest in the East Wadi Araba Concession, Gulf of Suez, Egypt from 20% to 60%

Seattle, Washington, July 31, 2007 --

Mogul Energy International, Inc. (OTCBB: MGUY; FSE: BKX), an oil and gas exploration company with interests in the Gulf of Suez, Egypt, and Saskatchewan, Canada, announced today that it has entered into a letter of intent (“LOI”), dated July 30, 2007, to complete a Business Combination with Sea Dragon Energy, Inc., a private Canadian corporation. If the Business Combination is completed as outlined in the LOI, Mogul Energy’s working interest in the East Wadi Araba Concession would increase from 20% to 60%.  The LOI is nonbinding, and the completion of the transaction is contingent upon the negotiation and entry into definitive acquisition documents, as well as upon various closing conditions imposed by such documents.  To read the complete terms of the LOI, please view the company’s Form 8-K filing with the SEC at http://www.sec.gov.

Naeem Tyab, President of Mogul Energy stated, “I believe that the planned combination of Sea Dragon’s 40% interest in the EWA Concession with Mogul Energy’s existing 20% interest is an exciting development for Mogul Energy.  In addition to giving Mogul Energy a majority interest in the EWA Concession, the combination would allow the Company to focus the talent and resources of both companies on the development of the EWA Concession.  The planned addition to Mogul Energy’s management of the experienced oil and gas team from Sea Dragon should benefit the Company.  The ability to increase our interest in the Concession, while focusing our combined talent and resources, are key considerations in our analysis of the merits of this combination.”

The Company anticipates that David M. Thompson, President of Sea Dragon, would become the Chief Executive Officer of Mogul Energy upon the completion of the Business Combination.  Mr. Thompson stated “We are excited about the combination with Mogul Energy and look forward to focusing our combined talent and resources toward development of the EWA Concession in Egypt, where we are currently drilling our first exploration well, in addition to Mogul Energy’s current Canadian assets.”

Information Concerning the Proposed Business Combination:

Mogul Energy and Sea Dragon have entered into an LOI delineating certain terms and conditions pursuant to which the proposed Business Combination will be completed. The Business Combination is subject to the parties successfully negotiating and entering into a definitive agreement, and to satisfaction or waiver of any closing conditions (including without limitation any required government approvals and concessions) set forth in such agreement if ultimately executed by the parties.

Pursuant to the LOI, Mogul Energy and Sea Dragon have agreed to issue common shares in the capital of Mogul Energy to the current shareholders of Sea Dragon on the basis of one (1) common share of Mogul Energy for each common share of Sea Dragon currently outstanding.  In addition, outstanding warrants and options in Sea Dragon, as described below, will be exchanged for warrants and options in Mogul Energy at the same or similar terms.

The Business Combination is subject to conditions precedent to completion, which includes board of director and shareholder approval, compliance with applicable corporate and securities laws, satisfactory completion of due diligence reviews by both parties, and certain other conditions customary for transactions of this nature. The target closing date for the Business Combination is September 30, 2007, or such other date as the parties may mutually agree upon.  There can be no assurance that the Business Combination will be completed as proposed, or at all.  Further information on the Company can be found in the Company’s filings with the United States Securities and Exchange Commission (http://www.sec.gov).

Management and Board of Directors of Resulting Issuer

Upon completion of the Business Combination, it is anticipated that management of the resulting issuer will include the persons identified below. Additional proposed directors and officers of the resulting issuer will be identified at a later date.

David M. Thompson – Chief Executive Officer and Director

David Thompson has over 25 years of financial experience in the oil and gas industry. He joined the Larmag Group of Companies in 1988 and established the oil trading company Larmag Energy Trading Limited based in Bermuda with offices in the US and Europe. Mr. Thompson was appointed senior vice president when he became the finance director for Larmag Energy operating in Turkmenistan in 1992.

Mr. Thompson has helped to raise over US$100 million in funds for the Larmag Group of Companies and has negotiated a number of farm-outs to reduce Larmag Group of Companies' interest to Odyssey Petroleum Corporation and later Dragon Oil Plc.

Mr. Thompson became the Chief Financial Officer of Aurado Energy, Inc. (TSX: AEO) in 2002, and became the Chief Financial Officer of Forum Energy Corporation (OTCBB: FRUEF) from 2003 to 2005. In 2005, he helped to take the assets of Forum Energy Corporation into a new UK Company, Forum Energy Plc, and successfully admitted this company to the Alternative Investment Market ("AIM") in London by raising over 15 million Pounds Sterling through an initial public offering.

Mr. Thompson is a Certified Management Accountant (1988) and is on the board of a number of mutual fund companies as well as charities.

Mr. Naeem Tyab - President and Director

Mr. Tyab has been the President and a Director of Mogul Energy since September 29, 2005. Between April 2002, and prior to his appointment as President of Mogul Energy, Mr. Tyab acted as an independent consultant to a number of public and private oil and gas companies in relation to their financing and acquisition activities. Prior thereto, and from December 1997 to March 2002, Mr. Tyab was involved in the venture capital and investment banking industry in his capacity as a registered representative for a Canadian based securities dealer.

Mr. Ernie Pratt - Director

During the past 5 years Mr. Pratt has acted as President of Lateral Development Group Ltd., a technical consulting company focused on Canadian and International oil and gas exploration projects. Mr. Pratt has in excess of 32 years experience in development and management of oil and gas exploration and development programs in Canadian frontier areas, in western Canada and internationally. Mr. Pratt has formerly worked in Egypt for four years as the Vice President of Exploration for Rally Energy (TSX:V). Mr. Pratt graduated from the University of Alberta with a Masters of Science Degree with a specialization in Geology. He is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta, and the American Association of Petroleum Geologists.

Dr. Barry G.M. Wood - Director

Dr. Barry Wood has over thirty-three years experience in the oil and gas industry which includes 16 years with Marathon Oil in various positions such as Exploration Manager, Egypt. Currently, he is the founder and director of PetroQuest International Ltd., a UK based company specializing in identifying and developing exploration fairways, prospect mapping and assisting in development work. Dr. Wood also acts as an international consultant advising on exploration strategies, risks and development plans in North and East Africa, the Middle East and South East Asia. He has also conducted a three-year research project on Basin Evolution of North Africa and the northern Middle East to understand reservoir and trap development in that region. Dr. Wood has a Doctorate of Philosophy from Oxford University (2001), a B.Sc. Honors from Queen's University (1972) and a B.A. from Queen's University (1969).

Ahmed Farid Ahmed Moaaz- Country Manager, Egypt, and Director

Mr. Moaaz has over 30 years experience in the oil and gas industry. Mr. Moaaz was the Chairman and Managing Director of the Egyptian Natural Gas Holding Company (E-Gas), El Wastani Petroleum Company, a joint venture between The Egyptian Natural Gas Holding Company and Centurion International between 2003 and 2005. Mr. Moaaz was also a former Deputy Chairman for Production of Egyptian General Petroleum Corporation where he was responsible for supervising and directing drilling production and petroleum engineering of all joint venture companies operating in Egypt. Mr. Moaaz has also supervised the operations and was a director of Suez Esso Petroleum Company. Mr. Moaaz has a B.Sc. in Petroleum Engineering from Cairo University (1971).

Mr. Sean Malcolm - General Counsel / VP Business Development

Prior to joining Mogul Energy, Mr. Malcolm practiced law with a large, national law firm headquartered in the Pacific Northwest, and a litigation boutique located in Seattle, Washington. Mr. Malcolm has prior business experience in the natural resource sector. In 1990, he started a forestry business focused in British Columbia, and he previously worked for a large forestry licensee with operations in British Columbia, Washington, and Oregon. Mr. Malcolm has experience with U.S. capital markets and has completed level I and II of the Chartered Financial Analyst program. Mr. Malcolm attended law school at the University of British Columbia, and the University of Washington School of Law, where he obtained a J.D. (honors). He also obtained a Bachelor of Science (Geography) from the University of Victoria. Mr. Malcolm is a member of the Washington State Bar Association.

Jeffrey Ratcliffe – Treasurer

Prior to becoming the Chief Financial Officer of Sea Dragon Energy in 2006, Mr. Ratcliffe held the position of junior accountant for several publicly listed resource companies. Mr. Ratcliffe graduated with a bachelor’s degree in economics from the University of Victoria in 1994, and has spent nine years working in the investment industry.

Information Concerning Mogul Energy:

Mogul Energy is an oil and gas exploration company with headquarters in Seattle, Washington, and an exploration office in Cairo, Egypt. The Company recently announced the drilling of its first exploration well in the EWA Concession. The deviated EWA 4X well, currently being drilled from an onshore surface location, is designed to test a large offshore structure, targeting light oil in the Raha and Nubia formations. Mogul Energy intends to develop its portfolio of oil and gas properties in the Gulf of Suez, Egypt, and South East Saskatchewan, Canada. Mogul Energy currently has a 20% working interest in the EWA Concession.  The LOI announced today contemplates a combination with Sea Dragon that would, upon closing, increase Mogul Energy’s interest in the EWA Concession to 60%.  Mogul Energy also holds a 100% interest in approximately 9,300 acres of leased properties located in South East Saskatchewan, Canada.

Mogul Energy is a Delaware corporation with its principal place of business in Seattle, Washington.  The common shares of Mogul Energy are listed on the NASD Over The Counter Bulletin Board (OTCBB) system under the symbol ‘MGUY,’ and the Frankfurt Stock Exchange (“FSE”) under the symbol ‘BKX.’ Mogul Energy currently has 38,561,810 common shares outstanding and 625,000 shares reserved for issuance upon the exercise of warrants.  Further information concerning Mogul Energy can be found in the Company’s filings with the U.S. Securities and Exchange Commission (http://www.sec.gov).

Information Concerning Sea Dragon:

Sea Dragon is a private company existing under the federal laws of Canada. Sea Dragon currently has 40,497,500 common shares outstanding. Sea Dragon has also issued warrants to acquire an aggregate of 3,873,750 common shares in the capital of Sea Dragon at a price of $0.30 per share.  Sea Dragon has granted compensation options to acquire an aggregate of 529,000 common shares in the capital of Sea Dragon at a price of $0.20 per share as part of a finder’s fee in connection with non-brokered private placements completed by Sea Dragon.  In addition, Sea Dragon has agreed to grant stock options to acquire up to an aggregate of 2,100,000 common shares in the capital of Sea Dragon.  It is anticipated that these options will be converted to options to acquire the same amount of shares in the capital of Mogul Energy at a price to be determined by the Mogul Energy Board of Directors.

Sea Dragon has been engaged in the oil and gas exploration business since March 28, 2006. Sea Dragon's principal interest is in the exploration of oil in the EWA Concession.  Sea Dragon currently has a 40% working interest in the EWA Concession.

Forward Looking Statements

This news release contains "forward-looking statements" within the meaning of the securities laws, which are based on current expectations and beliefs, as well as on a number of assumptions concerning future events made with information that is currently available. Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expects," "intends," "plans," "may," "could," "should," "anticipates," "likely," "believes" and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management, including, but not limited to, the Company's ability to negotiate, enter into, perform and consummate the Business Combination described in this release. Inherent in the Company’s business plan is a belief that Mogul Energy can successfully explore oil and gas properties in Egypt and Canada, and that the Company can participate in the development of those properties. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside of Mogul Energy's control, which could cause actual results to differ materially from such statements. For a more detailed description of the factors that could cause such a difference, please refer to Mogul Energy's filings with the U.S. Securities and Exchange Commission. Mogul Energy International, Inc. assumes no obligation to update or supplement such forward-looking statements other than as required by law.

Contact Information:

Investor Relations

Bethany Tomich

Equity Performance Group

617-723-1465

Bethany@equityperfgp.com

http://www.equityperformancegroup.com

Company Contact

Sean Malcolm

Mogul Energy

206-357-4220

sean@mogulenergy.com

http://www.mogulenergy.com

Or

David Thompson

Sea Dragon Energy Inc.

President

604-608-8704

david@seadragon.ca

SOURCE Mogul Energy International, Inc.