MENA Hydrocarbons Announces Changes in Senior Management and Interim Financing

MENA Hydrocarbons Inc. ("MENA" or the "Company") (TSX VENTURE:MNH) announced
today that Messrs. Graham Lyon, President and Chief Executive Officer, Joerg
Pigaht, Vice President and Chief Operating Officer, and James Strachan, Vice
President and Chief Geoscientist, have resigned their offices with the Company
and its subsidiaries. Mr. Lyon has also resigned as a director of MENA. In
addition, the employment of all other employees and consultants of MENA's UK
subsidiary have terminated. MENA thanks Mr. Lyon and his team for their service
and contributions to MENA during this difficult time. 


Mr. Magdy Bassaly, a director of MENA and its largest shareholder, has agreed to
serve as MENA's interim President and Chief Executive Officer while the board of
directors searches for a new senior management team. Mr. Jason Bednar will
remain in his positions as a director and the Vice President, Finance and Chief
Financial Officer of MENA. 


Term loan financing 

As of November 29, 2012, certain directors and officers of MENA have advanced
approximately CAD$2.0 million to MENA to pay costs and expenses of MENA and its
subsidiaries on no set terms and conditions for repayment or security. In
addition, certain directors, officers and shareholders of MENA have loaned MENA
the aggregate sum of approximately CAD$528,000 to pay certain costs associated
with the resignations of MENA's senior management and general and administrative
expenses of MENA.  


The past advances and new loans are evidenced by promissory notes issued by MENA
and a subsidiary of MENA (as the case may be) in favour of such directors,
officers and shareholders (the "Term Loans"). The promissory notes are
unsecured, bear interest at 8% per annum and are repayable on the earlier of (i)
November 29, 2013; (ii) MENA completing a financing for gross proceeds of not
less than $7,500,000; (iii) a demand made by a lender at any time following the
sale by MENA of all or substantially all of its US assets, other than the loans
made by Mr. Bassaly to fund operations in Egypt which would not be repayable in
the case of such sale; (iv) a demand made by a lender to MENA after any
specified events of default has occurred and is continuing; and (v) the
occurrence of a specified event of insolvency relating to MENA. In addition,
MENA must issue the lenders a total of 9,943,903 common shares of the MENA at a
deemed price of $0.05 per share (representing a deemed value of 20% of the
principal amount outstanding under the loans) for no additional consideration in
exchange for the lenders agreeing to make the Term Loans. 


The Term Loans in favour of the directors and officers of MENA are considered
related party transactions for the purposes of TSXV Policy 5.9 which
incorporates the requirements of Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). These loans are
exempt from the valuation and minority approval requirements of MI 61-101 due
to, amongst other available exemptions, the financial hardship exemptions set
out in sections 5.5(g) and 5.7(1)(e) of MI 61-101. The sole independent director
of MENA who did not have an interest in the Term Loans reviewed the
participation of the directors and officers in the Term Loans and determined
that MENA is in serious financial difficulty, such loans are designed to improve
the financial position of MENA, and the terms of such loans are reasonable in
the circumstances of MENA. Accordingly, such loans are exempt from minority
shareholder approval and formal valuation requirements of M1 61-101. 


The Term Loans have been conditionally approved by the TSXV but remain subject
to final acceptance of the TSXV.


About MENA Hydrocarbons 

MENA Hydrocarbons is an international oil and gas company focused on growing an
asset base of production, development and high impact exploration in the Middle
East and North Africa region. In Egypt, MENA owns and operates the development
lease for the Lagia oil field, a 32 square kilometre onshore block located on
the Sinai Peninsula, directly adjacent to the Gulf of Suez. In Syria, MENA owns
a 30% participating interest in Block 9 in Syria, a 10,032 square kilometre
onshore block prospective for crude oil, natural gas and condensate. In the
United States, MENA owns 6,242 gross acres (with an 81.2% average working
interest) in Northwestern Montana with light/medium oil reserves. MENA's shares
currently trade on the TSX Venture Exchange under the symbol "MNH".


FOR FURTHER INFORMATION PLEASE CONTACT: 
MENA Hydrocarbons Inc.
Magdy Bassaly
Interim President & Chief Executive Officer
[phone]


MENA Hydrocarbons Inc.
Jason Bednar
Vice President, Finance & Chief Financial Officer
[phone]


MENA Hydrocarbons Inc.
1000, 205 - 5th Avenue S.W.
Calgary, AB, T2P 2V7
[phone]
[phone] (FAX)
[e-mail]
www.menahydrocarbons.com