/NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
CALGARY, Jan. 28, 2014 /CNW/ - Oando Energy Resources Inc. ("Oando Energy Resources" or the "Company") (TSX:OER), a company focused on oil and gas exploration and
production in Nigeria, today announced that it intends to complete an
arms length non-brokered private placement (the "Offering") for proceeds of US$50,000,000. In addition, in connection with the
Offering, OER intends to acquire a 5% interest in OML 131 in exchange
for units of the Company (the "OML 131 Acquisition").
The Offering is expected to consist of 35,070,063 common shares of the Company (the "Common Shares") and 17,535,031 common share purchase warrants (the "Warrants") for gross proceeds of US$50,000,000 (each Common Share and
half-Warrant, a "Unit") at a price of C$1.57 per Unit. Each whole Warrant will entitle the
holder thereof to acquire one common share of the Company at a price of
C$2.00 per common share for a period of 24 months from the date of the
closing of the COP Acquisition (as defined below). If, after a period
of six months from the closing of the COP Acquisition, the common
shares of the Company trade on the Toronto Stock Exchange ("TSX") at a price greater than C$3.50 for a period of at least 10
consecutive trading days, the Warrants will expire on the date which is
30 days following the last day of such 10 consecutive trading days.
Closing of the Offering is subject to receipt of applicable regulatory
approvals, including approval of the TSX and the closure of the COP
Acquisition. Securities issued will be subject to a hold period, which will expire
four months plus one day from the date of closing of the Offering.
It is anticipated that the proceeds of the Offering will be used by the
Company to satisfy a portion of the purchase price for the proposed
acquisition by the Company of the Nigerian upstream oil and gas
business of ConocoPhillips (the "COP Acquisition"). The Offering has been negotiated at arm's length. Should OER elect
to issue Common Shares to Oando Plc, the 94.6% shareholder of the
Company, prior to or concurrent with the closing of the Offering as
repayment of all or a part of a convertible loan outstanding to Oando
Plc, the Offering is not expected to affect control of the Company and
no new insiders are expected to be created as a result of the Offering.
The OML 131 Acquisition
In connection with the Offering, the Company intends to acquire the
entire issued share capital of Medal Oil Company Limited which owns a
5% interest in OML 131 for a purchase price of US$5,000,000. The
purchase price will be satisfied by the issuance of an additional
3,491,082 Units. The closing of the OML 131 Acquisition is subject to
acceptance by the TSX and any requisite approvals from Nigerian
regulatory authorities. Assuming completion of the OML 131 Acquisition
and the COP Acquisition, OER will own a 100% interest in OML 131.
Forward Looking Statements:
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to
identify forward-looking information or statements. In particular,
this news release contains forward-looking statements relating to
Although the Company believes that the expectations and assumptions on
which such forward-looking statements and information are reasonable,
undue reliance should not be placed on the forward-looking statements
and information because the Company can give no assurance that such
statements and information will prove to be correct. Since
forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and
Actual results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to: risks related to international operations, the actual
results of current exploration and drilling activities, changes in
project parameters as plans continue to be refined and the future price
of crude oil. Accordingly, readers should not place undue reliance on
the forward-looking statements. Readers are cautioned that the
foregoing list of factors is not exhaustive.
Additional information on these and other factors that could affect the
Company's financial results are included in reports on file with
applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com) for the Company. The forward-looking statements and information
contained in this news release are made as of the date hereof and the
Company undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws.
SOURCE: Oando Energy Resources Inc.
For further information:
Pade Durotoye, CEO
Oando Energy Resources Inc.
Head Investor Relations
Oando Energy Resources Inc.
Jeremy Dietz/David Feick