Blue Dolphin issued 8,393,560 shares of common stock, par value $0.01 per share, subject to anti-dilution adjustments, to Lazarus Energy Holdings as of 15 February 2012.

The company additionally pursuant to the anti-dilution provisions contained in the purchase and sale agreement, Blue Dolphin issued 32,896 shares of Common Stock to LEH by February 21, 2012.

As a result of the issuances, LEH owns 80% of Blue Dolphin’s issued and outstanding Common Stock, which represents a change in control of Blue Dolphin.

In connection with the acquisition, the exsiting directors of Blue Dolphin Harris A Kaffine and Erik Ostbye has resigned.

Blue Dolphin CEO, president and secretary Ivar Siem resigned, and he will remain as the chairman of Blue Dolphin’s Board of Directors.