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Oao - Oando Plc - Oando And Exile Resources Enter Into Definitive Master

Release Date: 13/10/2011 14:30:01      Code(s): OAO
OAO - Oando Plc - Oando and Exile Resources enter into Definitive Master        
Agreement                                                                       
Oando PLC                                                                       
(Incorporated in Nigeria and registered as an external company in South         
Africa)                                                                         
(External Registration number: RC 6474                                          
company registration number: 2005/038824/10)                                    
Share Code on the JSE Limited: OAO                                              
Share Code on the Nigerian Stock Exchange: UNTP                                 
ISIN: NGOANDO00002                                                              
("Oando" or the "Company")                                                      
Oando and Exile Resources Enter Into Definitive Master Agreement                
13 October, 2011 (Toronto, Ontario): Oando PLC ("Oando") and Exile              
Resources Inc. ("Exile") (TSXV:ERI) are pleased to update all                   
stakeholders that they have entered into a definitive master agreement          
dated 27 September, 2011 ("Master Agreement"), in satisfaction of               
conditions provided in the previously announced acquisition transaction.        
Oando, Nigeria`s leading indigenous integrated energy group listed on           
both the Nigerian Stock Exchange and JSE Limited and Exile, a Canada-           
based public company listed on the Venture Exchange of the Toronto Stock        
Exchange ("TSX") had earlier executed a term sheet dated 28 July, 2011          
providing for the acquisition by Exile of certain interests of Oando in         
respect of Oil Mining Leases and Oil Prospecting Licenses in exchange           
for 100,000,000 post-consolidation common shares in the capital of              
Exile. Upon completion of the acquisition, Oando will own at least 94%          
of Exile.                                                                       
In addition, the Master Agreement provides that Exile shall issue to            
Oando up to an additional 2,164,500 shares in the event that Oando              
increases its ownership of an identified existing asset prior to                
closing, to be issued in proportion to the amount of any such increase          
in ownership                                                                    
In connection with the acquisition, Exile shall, by way of plan of              
arrangement and together with the acquisition, change its name to Oando         
Energy Resources Inc and effect a consolidation of its outstanding              
common shares on a basis such that the current shareholders of Exile            
will receive in exchange for each 16.28 common shares currently held:           
(i) one post-consolidation share; and (ii) two share purchase warrants          
of Exile (post-transaction (as defined below)), one of which will be            
exercisable for a period of 12 months for one share at a price per share        
of C$1.50; and the second of which will be exercisable for a period of          
24 months for one share at a price per share of C$2.00 (the                     
"Restructuring" and together with the acquisition, the "Transaction").          
Exile also proposes to adopt a new stock option plan in connection with         
the Restructuring, which will provide for the issuance thereunder of            
such number of shares as is equal to 10% of the total number of shares          
issued and outstanding from time to time (the "New Stock Option Plan").         
Exile and Oando do not anticipate completing a financing in connection          
with the Transaction.                                                           
Following the completion of the Transaction, it is expected that the            
board of directors of Exile (the "Board") will consist of seven persons,        
as follows: Messrs. Jubril Adewale Tinubu, Omamofe Boyo and Olapade             
Durotoye (each a nominee of Oando) and Messrs. Stan Bharti, Christopher         
J.F. Harrop, Tony Henshaw and Ian Gray (each an existing director of            
Exile). In addition, Mr. Stan Bharti will resign as Chairman of the             
Board and be replaced in such role by Mr. Jubril Adewale Tinubu, and Mr.        
Tony Henshaw will resign as Chief Executive Officer of Exile and be             
replaced in such role by Mr. Olapade Durotoye. Mr. Darren Moulds will           
continue in his role as the Chief Financial Officer of Exile on an              
interim basis.                                                                  
Completion of the Transaction is subject to a number of conditions,             
including;                                                                      
- The approval of the TSX and TSX Venture Exchange ("TSX-V") and other          
regulatory approvals                                                            
- The completion of satisfactory confirmatory due diligence, as well as         
the requisite majority approval of shareholders of Exile.                       
There can be no assurance that the Transaction will be completed as             
proposed or at all. Investors are cautioned that, except as disclosed in        
any management information circular or filing statement to be prepared          
in connection with the Transaction, any information released or received        
with respect to the proposed Transaction may not be accurate or complete        
and should not be relied upon. Trading in the securities of Exile should        
be considered highly speculative. The TSX-V has in no way passed upon           
the merits of the proposed Transaction and has neither approved nor             
disapproved the contents of this press release.                                 
Sandton                                                                         
13 October 2011                                                                 
JSE Sponsor                                                                     
Macquarie First South Capital (Proprietary) Limited                             
For further information, please contact:                                        
Meka Olowola                                                                    
Head, Corporate Communications                                                  
2, Ajose Adeogun Street,                                                        
Victoria Island                                                                 
Lagos, Nigeria                                                                  
DL: 01-2805593                                                                  
Tokunboh Akindele                                                               
Investor Relations                                                              
2, Ajose Adeogun Street                                                         
Victoria Island                                                                 
Lagos, Nigeria                                                                  
Tel: +234 (1) 2601290-9, Ext 6396                                               
aakindele@oandoplc.com                                                          
Date: 13/10/2011 14:30:01 Supplied by www.sharenet.co.za                     
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