/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA/
TORONTO, July 24, 2012 /CNW/ - Oando Energy Resources Inc. (previously known as "Exile Resources Inc.") ("OER" or the "Corporation") (TSXV: ERI) is pleased to announce that it has completed its acquisition of equity interests in certain entities in the upstream exploration and production division of Oando Plc (the "Acquisition") and certain related matters (collectively, the "Restructuring"). As consideration for the Acquisition, OER issued 100,339,052 post-Consolidated Common Shares (as defined below) to Oando.
As previously announced, the Restructuring was completed pursuant to a plan of arrangement (the "Arrangement") which involved, among other matters:
|(a)||the consolidation of all of the outstanding common shares ("Common Shares") of OER on the basis of one new Common Share (the "post-Consolidated Common Shares") for every approximate 16.28 old Common Shares then outstanding (the "Consolidation");|
|(b)||the issuance to the shareholders of OER of record as of the close of business on July 23, 2012 of two share purchase warrants of OER for every approximate 16.28 Common Shares of OER held immediately prior to the Arrangement: one share purchase warrant exercisable to acquire one post Consolidated Common Share of OER at an exercise price of Cdn$1.50 per share for a period of 12 months (the "Cdn$1.50 warrants"), and the second share purchase warrant exercisable to acquire one post Consolidated Common Share of OER at an exercise price of Cdn$2.00 per share for a period of 24 months (together with the Cdn$1.50 warrants, the "Warrants"); and|
|(c)||the change of name of "Exile Resources Inc." to "Oando Energy Resources Inc.".|
OER currently has a broad suite of producing, development and exploration properties in the Gulf of Guinea (predominantly in Nigeria) with initial production of approximately 4,200 barrels of oil per day. OER has been specifically structured to take advantage of current opportunities for indigenous companies in Nigeria, which currently has the largest population of Africa, and one of the largest oil and gas resources in Africa.
OER Director and Management Changes
In connection with the Acquisition, the following changes were made to the board of directors of OER: Ahmed Said resigned as a director of OER, Stanley Bharti resigned as Chairman and Tony Henshaw resigned as Chief Executive Officer. In addition, Jubril Adewale Tinubu was appointed as a new director and Chairman of OER, Omamofe Boyo was appointed as a new director, John Orange was appointed as a new director, Olapade Durotoye was appointed as Chief Executive Officer, and Adeola Ogunsemi was appointed as Chief Financial Officer. For details on the background and experience of Mr. Tinubu, Mr. Boyo, Mr. Orange, Mr. Durotoye and Mr. Ogunsemi, see the Management Information Circular of OER dated November 28, 2011 and OER's website at www.oandoenergyresources.com
OER has received conditional approval for the listing of the post-Consolidated Common Shares and the Warrants on the Toronto Stock Exchange ("TSX") under the symbol "OER". Listing is subject to OER fulfilling the listing requirements of the TSX.
"We are excited that the acquisition of the Oando upstream exploration and production division is complete and that the TSX has given us conditional approval for the listing of our company", said Mr. Wale Tinubu, Chairman, OER. "This platform is expected to enable capital raises to meet the company's immediate strategic objectives of growth in the upstream sector and open up the opportunity to present the company to a new world of investors with the distinct appetite for E&P investments."
For further details of the Restructuring, please refer to the management information circular of OER dated as of November 28, 2011 and the press releases of OER dated August 3, 2011, October 13, 2011, December 29, 2011, January 31, 2012, January 30, 2102 and July 18, 2012. The OER press releases are available on SEDAR at www.sedar.com.
Early Warning Disclosure
Pursuant to the Acquisition, Oando acquired ownership and control over 100,339,052 post-Consolidated Common shares of OER. After giving effect to such issuance, OER owns and controls 100,339,052 post-Consolidated Common Shares of OER representing approximately 94.6% of the outstanding post-Consolidated Common Shares of OER on a non-diluted basis. Of the 100,339,052 post-Consolidated Common Shares of OER issued to Oando, 75,254,289 post-Consolidated Common Shares (representing 75% of the post-Consolidated Common Shares issued to Oando) are in escrow.
Oando acquired the post-Consolidated Common Shares for investment purposes. Depending on market conditions and other factors, Oando may from time to time acquire additional securities of OER or dispose of securities of OER in the open market, by gift, private agreement or otherwise, or continue to hold its then current position.
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of OER and Oando, including, but not limited to the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE: Oando Energy Resources Inc.
For further information:
Olapade Durotoye, CEO
Oando Energy Resources Inc.
+44 207 793 2594
Investor Relations, Equicom Group Inc.
+1 403 218 2839