Blue Dolphin Closes Transaction to Acquire Lazarus Energy

HOUSTON, Feb. 21, 2012 /PRNewswire/ -- Blue Dolphin Energy Company (Nasdaq:BDCO) ("Blue Dolphin"), an independent oil and gas company, today announced that it has closed its previously announced acquisition of Lazarus Energy, LLC (the "Acquisition").  Lazarus Energy's primary asset is the 56-acre Nixon Crude Oil Processing Facility located near Nixon, Texas.

As consideration, on February 15, 2012, Blue Dolphin issued 8,393,560 shares of common stock, par value $0.01 per share (the "Common Stock"), subject to anti-dilution adjustments, to Lazarus Energy Holdings, LLC ("LEH"). Additionally, on February 21, 2012, pursuant to the anti-dilution provisions contained in the purchase and sale agreement, Blue Dolphin issued 32,896 shares of Common Stock to LEH.  As a result of the issuances, LEH owns eighty percent (80%) of Blue Dolphin's issued and outstanding Common Stock, which represents a change in control of Blue Dolphin.

In connection with the Acquisition, effective February 15, 2012:

• Harris A. Kaffie and Erik Ostbye resigned as directors of Blue Dolphin;
• Ivar Siem resigned as Chief Executive Officer, President and Secretary of Blue Dolphin; he will remain as the Chairman of Blue Dolphin's Board of Directors (the "Board");
• Jonathan P. Carroll, 50, assumed the role of Chief Executive Officer and President of Blue Dolphin.  Mr. Carroll has been the managing member of LEH since 2006. Prior to that Mr. Carroll was a Principal at Carroll and Company Capital Management from 1996 to 2006.  Mr. Carroll has more than twenty-one years of oil and gas experience in refining, distribution and marketing, as well as more than twenty-eight years of experience in capital management and investments.  He earned a Bachelor of Arts in Human Biology and a Bachelor of Arts in Economics from Stanford University; and
• The Board appointed the following individuals as new directors:
  • A. Haag Sherman, 46 – Mr. Sherman has been a Managing Partner of Salient Partners, L.P. since 2002.  He authored the book Shattering Orthodoxies:  An Economic and Foreign Policy Blueprint for America. Mr. Sherman graduated cum laude with a Bachelor of Business Administration in Accounting from Baylor University and earned an honors Juris Doctorate from the University of Texas School of Law.  He is also a Certified Public Accountant and a member of the State Bar of Texas.  Mr. Sherman serves on the Advisory Board of Baylor University's Hankamer School of Business and sits on the Board of Directors of Plains Capital Bank, where he serves as Chairman of the Compensation Committee and as a member of the Audit Committee; and
  • Herbert N. Whitney, 71 – Mr. Whitney is the founder and has served as the President of Wildcat Consulting LLC since 2006.  He has more than forty-three (43) years of experience in pipeline operations, crude oil supply, product supply, distribution and trading, as well as marine operations and logistics having served in various general manager positions at CITGO Petroleum Corporation.  He earned his Bachelor of Science in Civil Engineering from Kansas State University.  Mr. Whitney serves on the Board of Directors of Blackwater Midstream Corporation, as well as the Advisory Board of Sheetz, Inc.

Certain of the statements included in this press release, which express a belief, expectation or intention, as well as those regarding future financial performance or results, or which are not historical facts, are "forward-looking" statements as that term is defined in the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.  The words "expect", "plan", "believe", "anticipate", "project", "estimate", and similar expressions are intended to identify forward-looking statements.  These forward-looking statements are not guarantees of future performance or events and such statements involve a number of risks, uncertainties and assumptions, including but not limited to our ability to continue as a going concern; changing crude oil and natural gas prices; changing refining and marketing margins; pipeline utilization levels; costly changes in environmental and other government regulations for which Blue Dolphin is subject; adverse changes in the global financial markets; and potential delisting of Blue Dolphin's common stock.  Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated in the forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SOURCE Blue Dolphin Energy Company

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