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Oando Plc - Oando Announces Closing Date For Reverse Take Over Of Exile Resources Inc.

Release Date: 19/07/2012 14:30:00      Code(s): OAO
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 announces closing date for Reverse Take Over of Exile
Resources Inc.
July 18, 2012 (Toronto, Ontario): Oando is pleased to update
all stakeholders that a closing date of July 24, 2012 has been
set for the proposed acquisition by Exile Resources Inc.
(?Exile?) of the upstream exploration and production division
of Oando (the ?Acquisition?), and certain related matters
(collectively,   the    ?Restructuring?)   in   exchange   for
100,339,052 post-consolidation common shares in the capital of
Exile. Upon completion of the Acquisition, Oando will own
approximately 94.6% of Exile.

Oando, Nigeria?s leading indigenous integrated energy group
listed on both the Nigerian Stock Exchange and JSE Limited,
and Exile, a Canadian public company whose common shares are
currently listed on the Toronto Stock Exchange (?TSX?) Venture
Exchange (?TSX-V?), had previously executed a definitive
master agreement dated September 27, 2011, providing for the
Acquisition and Restructuring, and other incidental matters.
As previously announced, upon completion, Exile proposes to
undertake a series of transactions in connection with the
Restructuring   pursuant  to   a  plan   of  arrangement (the
?Arrangement?) which involves, among other matters:

    (a)   the consolidation of all of the outstanding common
          shares (?Common Shares?) of Exile on the basis of
          one new Common Share (the ?post-Consolidated Common
          Shares?) for every 16.28 old Common Shares then
          outstanding (the ?Consolidation?);

    (b)   the issuance to the shareholders of Exile on record
          as of the close of business on July 23, 2012 of two
          share purchase warrants of Exile for every 16.28
          Common Shares of Exile held immediately prior to the
          Arrangement: one share purchase warrant exercisable
          to acquire one post Consolidated Common Share of
          Exile 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 Exile
          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?);

    (c)   the change of name of      Exile   to   ?Oando   Energy
          Resources Inc.? (?OER?);

    (d)   the appointment of two additional directors to the
          board of directors of Exile ? Messrs. Omamofe Boyo
          and Olapade Durotoye; and


    (e)   the appointment of Mr. Jubril Adewale Tinubu as a
          new director and Chairman of OER at closing of the
          Restructuring.

Exile 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?. Final
approval is subject to OER fulfilling all of the listing
requirements of the TSX.

For further details of the Reorganisation, please refer to the
management information circular of Exile dated as of November
28, 2011 and the press releases of Oando dated August 3, 2011
and October 13, 2011 and Exile dated December 29, 2011;
January 3, 2012; and January 30, 2012. The Exile press
releases are available on SEDAR at www.sedar.com.


19 July 2012
Sandton

JSE Sponsor
Macquarie First South Capital (Proprietary) Limited

For further information, please contact:

Tokunboh Akindele
Head, Investor Relations
2, Ajose Adeogun Street
Victoria Island
Lagos, Nigeria
DL: +234 (1) 270 2496
Meka Olowola
Head, Corporate Communications

2, Ajose Adeogun Street,
Victoria Island
Lagos, Nigeria
DL: +234 (1) 280 5593

Date: 19/07/2012 02:30:00 Supplied by www.sharenet.co.za                     
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