CALGARY, Alberta, August 21, 2014 /PRNewswire/ --
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 and interest in the amount of US$ 98 million, outstanding under the
US$ 1.2 billion facility agreement
dated 10 February, 2014 with Oando
Plc (the "Oando Loan") (the "Conversion").
US$ 41 million of principal remains
outstanding under the Oando Loan and an aggregate principal amount
of approximately US$ 292 million
remains available to be drawn under the Oando Loan.
OER has issued 68,144,115 units (the "Units") to Oando
Resources Limited ("Oando Resources"), a subsidiary of Oando
Plc, as repayment of amounts outstanding under the Oando Loan at 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") up until 30 July
2016, a 24 month period from which the Company closed 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
previous tranches.
Prior to the completion of the Conversion, Oando Plc owned, and
exercised control or direction over, 677,963,723 Common Shares,
representing approximately 93.2% of the issued and outstanding
Common Shares. As a result of the Conversion, Oando Plc currently
beneficially owns, or exercises control or direction over,
746,107,838 Common Shares, representing approximately 93.8% of the
issued and outstanding Common Shares. Assuming exercise of the
Warrants and warrants previously issued to Oando Plc on previous
tranches of the loan, Oando Plc would beneficially own, or exercise
control or direction over, 1,071,500,708 Common Shares,
representing approximately 95.6% 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 one or more prices to be determined in
accordance with the pricing mechanism described in OER's press
release dated February 10, 2014.
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 http://www.sedar.com or can be
obtained by contacting Ayotola Jagun, Chief Compliance Officer
& Company Secretary of Oando Plc, by email at
ajagun@oandoplc.com 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 intended
acquisitions.
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 uncertainties.
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,
successful and timely integration of the business, subsidiaries and
assets acquired from ConocoPhillips, 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
(http://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.
For further information:
Pade Durotoye
Chief Executive Officer
Oando Energy Resources Inc.
pdurotoye@oandoenergyresources.com
+1-403-561-1713
Tokunboh Akindele
Head, Investor Relations
Oando Energy Resources Inc.
takindele@oandoenergyresources.com
+1-403-560-7450
David Feick
Investor Relations
+1-403-218-2833
dfeick@tmxequicom.com