MegaEnergy, Inc., Victory Energy Corp. and Saga Petroleum Corp. (“MegaEnergy”) are offering for sale certain of their Appalachian assets in New York, Pennsylvania, Maryland and West Virginia. Tristone Capital has been retained to provide financial advisory services for this transaction. The preference is to sell the properties as one transaction, but MegaEnergy will consider offers on the individual packages: New York / PA and West Virginia.

• Sellers own operated producing and primary term leasehold acquired across prospects targeting conventional Appalachian Basin reservoirs (Trenton Black River, Oriskany and Tuscarora) which have Marcellus Shale potential
• Approximately 107,000 gross and 101,000 net acres
• Estimated OGIP for Marcellus Shale ranges from 20 to 150 BCF per square mile
• Gathering systems, right-of-way and access agreements in place
• Acreage is located in contiguous blocks close to gas pipelines and is amongst key industry players including Cabot, Chesapeake, Chief, Equitable, ExxonMobil, Range and XTO
• Current net production and cash flow of 1,096 MCFPD and $303 M/month, respectively

Evaluation materials available September 2008
Virtual Data Rooms open September 29, 2008
NOTICE: Final offers due date has been moved from October 28 to November 6, 2008