Dialog Systems (Asia) Pte. Ltd. signed the letter of intent to acquire Pan Orient Energy Corp. (TSXV:POE) from Gulf Overseas Investment Trading Corp and others for $39.2 million on March 18, 2022. Dialog Systems (Asia) Pte. Ltd. entered into an agreement to acquire Pan Orient Energy Corp. from Gulf Overseas Investment Trading Corp and others on June 6, 2022. A holder of a common share of Pan Orient will receive, for each such common share, cash consideration of $0.788. Pan Orient's non-Thailand business will be transferred to CanAsia Energy Corp., a new company to be owned by Pan Orient shareholders, and as part of arrangement Pan Orient shareholders will receive one CanAsia share each. Pan Orient will transfer to CanAsia all of Pan Orient's non-Thailand assets, including Pan Orient's 71.8% ownership of Andora Energy Corporation. CanAsia will assume all liabilities relating to the non-Thailand business, consisting primarily of accounts payable and accrued liabilities included in working capital, the decommissioning provision in Pan Orient's financial statements, and transaction costs. The Purchase Price will be funded by internal funding and / or external borrowing including proceeds from sukuk issuance. Pan Orient will become a wholly owned subsidiary of Dialog Systems (Asia) Pte. Ltd. Pan Orient common shares will be delisted from the TSXV. It is anticipated that the CanAsia common shares will be listed on the TSXV as a substitutional listing to the Pan Orient common shares under the stock symbol "CEC". In case of termination of transaction under certain circumstances, Pan Orient will be required to pay a termination fee of $1.55 million.

The transaction must be approved by Pan Orient shareholders, the Court of Queen's Bench of Alberta, exercise Dissent Rights, Pan Orient shall have no more than 49,793,907 Shares; 2,865,000 Options and 339,998 RSUs outstanding, the TSX Venture Exchange, and, conditional approval of the listing of the CanAsia shares by TSXV. The directors of Pan Orient unanimously approved the transaction. As of August 23, 2022, Pan Orient shareholders approved the transaction. Completion of the Arrangement is subject to certain conditions, including final approval of the Court of Queen's Bench of Alberta and delisting of the Pan Orient shares and listing of the CanAsia shares by the TSXV. The transaction is expected to be completed in mid to late August 2022. As of August 10, 2022, the transaction is expected to close on August 25, 2022. Mackie Research Capital Corporation is the fairness opinion provider and financial advisor to Pan Orient. Richard Nelson of King & Spalding (Singapore) LLP and Burnet, Duckworth & Palmer LLP acted as legal advisors to Dialog Systems (Asia) Pte. Ltd. Bennett Jones LLP acted as legal advisor to Pan Orient Energy. Computershare Trust Company of Canada acted as transfer agent and registrar of Pan Orient Energy.

Dialog Systems (Asia) Pte. Ltd. completed the acquisition of Pan Orient Energy Corp. (TSXV:POE) from Gulf Overseas Investment Trading Corp and others on August 25, 2022. The transaction was approved by the Court of Queen's Bench of Alberta on August 24, 2022. Trading in Pan Orient shares on the TSXV was halted and will remain halted until the shares are delisted from the TSXV, expected at the close of trading on August 26, 2022.