Blue Dolphin Files Definitive Proxy Materials

HOUSTON, Jan. 6, 2012 /PRNewswire/ -- Blue Dolphin Energy Company (Nasdaq:BDCO) ("Blue Dolphin"), an independent oil and gas company, today announced that it filed definitive proxy materials with the Securities and Exchange Commission in connection with its 2011 Annual Meeting of Stockholders (the "Annual Meeting").  Stockholders of record at the close of business on December 12, 2011, are entitled to vote at the Annual meeting.  Materials were first mailed to stockholders on January 3, 2012.

The Annual Meeting will be held on Friday, January 27, 2012, at 10:00 a.m. Central at Blue Dolphin's principal office, which is located at 801 Travis Street, Suite 2100, Houston, Texas 77002.  At the Annual Meeting, stockholders are being asked to consider and vote upon proposals to:

1. Elect five (5) directors, all of whom shall serve until their successors are duly elected and qualified, or until their earlier resignation or removal;
2. Ratify the selection of UHY LLP as Blue Dolphin's independent registered public accounting firm for the fiscal year ending December 31, 2011;
3. Amend Blue Dolphin's Certificate of Incorporation, as amended and restated (the "Certificate"), to decrease the number of authorized common shares, par value $0.01 per share (the "Common Stock"), from 100,000,000 shares to 20,000,000 shares;
4. Amend Blue Dolphin's 2000 Stock Incentive Plan (the "Plan") to: (i) change the expiration date of the Plan from ten (10) to twenty (20) years from the effective date and (ii) increase the aggregate number of Blue Dolphin's Common Stock, reserved for issuance under the Plan from 171,128 shares of Common Stock to 1,000,000 shares of Common Stock;
5. Approve the Issuance of 8,393,560 shares of Common Stock to Lazarus Energy Holdings, LLC ("LEH") as consideration to purchase Lazarus Energy, LLC ("LE"), which owns the Nixon Refinery,  pursuant to a definitive Purchase and Sale Agreement entered into on July 12, 2011 between LEH, Lazarus Louisiana Refinery II, LLC, Lazarus Texas Refinery II, LLC, Lazarus Environmental, LLC, LE and Lazarus Energy Development, LLC, whereby LEH shall hold eighty percent (80%) of Blue Dolphin's issued and outstanding Common Stock after closing of the transaction, the result of which will be a change in control of Blue Dolphin (the "Nixon Transaction");
6. Approve an adjournment or postponement of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals; and
7. Transact any other business that may properly come before the Annual Meeting.

Blue Dolphin's Board of Directors recommends a vote "FOR" the proposals.

Proxy materials are available online at www.shareholdervote.info/.  Stockholders are encouraged to read the proxy materials in their entirety as they provide further information about the proposals, including a detailed summary of the Nixon Transaction. Stockholders who have questions about the proposals or need assistance in submitting their proxy or voting their shares should contact Blue Dolphin at (713) 568-4725.

Blue Dolphin Energy Company (Nasdaq:BDCO) is engaged in the gathering and transportation, as well as the exploration and production, of oil and natural gas. For additional company information, visit Blue Dolphin's corporate website at http://www.blue-dolphin.com.

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; collectability of a $2.0 million loan receivable, net of credited and recovered amounts; our ability to complete a business combination with one or more target businesses; our ability to improve pipeline utilization levels; performance of third party operators for properties where we have an interest; production from oil and natural gas properties that we have interests in; volatility of oil and natural gas prices; uncertainties in the estimation of proved reserves and in the projection of future rates of production, the timing of development expenditures and the amount and timing of property abandonment; 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 by Nasdaq due to non-compliance with Nasdaq listing requirements.  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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