CALGARY,
Aug. 21, 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 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 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 (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.