CALGARY, July 9, 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, is pleased to announce the conversion to equity
of principal in the amount of US$168 million, interest in the
approximate amount of US$ 2.9 million and fees in the amount of US$ 48
million outstanding under the US$1.2 billion facility agreement dated
10 February 2014 with Oando Plc (the "Oando Loan") (the "Conversion"). An aggregate principal amount of approximately US$ $431,000,000
remains available to be drawn under the Oando Loan.
OER has issued 150,075,856 units (the "Units") to Oando Resources Limited ("Oando Resources"), a wholly-owned subsidiary of Oando Plc, as repayment of amounts
outstanding under the Oando Loan for a conversion price of C$1.57 per
Unit. Each Unit consists of one common share of the Company (a "Common Share") and one-half of one warrant to purchase an additional Common Share at
a price of CAD$ 2.00 per Common Share (each whole common share purchase
warrant being a "Warrant") for a period of 24 months from the date on which the Company closes
the acquisition of the Nigerian upstream oil and gas business of
ConocoPhillips. The terms of the Units, other than the denomination of
the conversion price and exercise price in United States dollars, have
the same terms as the Units issued to third party investors and Oando
Resources on 26 February 2014.
Prior to the completion of the Conversion, Oando Plc owned, and
exercised control or direction over, 527,887,867 Common Shares,
representing approximately 92.0% of the issued and outstanding Common
Shares. As a result of the Conversion, Oando Plc currently beneficially
owns, or exercises control or direction over, 677,963,723 Common
Shares, representing approximately 93.7% of the issued and outstanding
Common Shares. Assuming exercise of the Warrants and warrants
previously issued to Oando Plc on February 26, 2014, Oando Plc would
beneficially own, or exercise control or direction over, 969,284,535
Common Shares, representing approximately 95.5% of the Company's issued
and outstanding Common Shares; however, Oando Plc is restricted from
exercising any warrants that would result in its ownership of the
Company exceeding 94.6%.
Amounts owing under the Oando Loan in the future may be converted into
Units at the conversion price of C$1.57 per Unit provided that, as a
result of such conversion, the aggregate beneficial ownership and
control by Oando Plc and its related parties over voting securities of
Oando Energy Resources does not exceed 94.6% (on an undiluted basis).
These conversions may be completed until July 20, 2014 or such later
date as may be permitted by the Toronto Stock Exchange.
A copy of the early warning report required to be filed with the
applicable securities commissions in connection with the Conversion
will be available for viewing at www.sedar.com or can be obtained by contacting Ayotola Jagun, Chief Compliance
Officer & Company Secretary of Oando Plc, by email at firstname.lastname@example.org or by telephone on +234 806 9806190.
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, completion of
the ConocoPhillips Acquisition on the terms described or in a timely
manner, 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 under
the Company's profile on SEDAR website (www.sedar.com). 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.