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SACOIL HOLDINGS LIMITED - Rencap loan novation; Amendment to SacOil loan agreement; Board change

Release Date: 31/12/2012 09:00:00      Code(s): SCL     
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
ISIN: ZAE000127460
(?SacOil? or ?the Company?)

Rencap loan novation to Gairloch Limited;Amendment to SacOil loan agreement with Energy Equity Resources (?EER?);
Board Change

SacOil, the African independent upstream oil & gas company, announces it has entered into a series of
agreements that will enable the transfer of the Company?s existing loan agreement with RenCap Securities
(Pty) Ltd (South Africa), (formerly called Renaissance BJM Securities (Pty) Ltd (South Africa))(?RenCap?) to
Gairloch Limited (a private investment holding company registered in the British Virgin Islands and
controlled by Dr Olatunji Olowolafe)(?Gairloch? or the ?lender?). The loan is for the amount of US$11.25m
and was provided to SacOil to fund the US$10.0 million cash collateral required to enable the posting of the
US$25.0 million performance bond for Block OPL 233 in Nigeria (?OPL233?).

The Company has also successfully put in place some amendments to the loan it provided EER, its partner
in Block OPL 233 in Nigeria as part of the farm-in to that block. The changes will ensure repayment of part
of the loan by 31 May 2013. The mutually agreed total outstanding amount owed to SacOil by EER is
US$26.4m as at 30 November 2012.

The inter-conditional agreements entered into include:

        Deed of Novation / Sale and Assignment Agreement between RenCap, Gairloch and SacOil;

        Deed of Confirmation and Amendment / the Confirmation and Amendment Agreement between
        Gairloch and SacOil; and

        An Addendum to the Loan Agreement between SacOil and EER.

Deed of Novation / Sale and Assignment Agreement

The purpose of this agreement is to enable and facilitate Gairloch replacing RenCap as lender to SacOil
pursuant to the loan facility agreement dated 10 April 2012 between RenCap and SacOil (?Facility
Agreement?). This is effected by RenCap transferring all of its rights, title and interest in and to the Facility
Agreement (and related security) to Gairloch against payment by Gairloch of amounts outstanding by
SacOil to RenCap such that SacOil's payment obligations to RenCap are discharged in full.

Confirmation and Amendment Agreement

The new agreement with Gairloch includes some amendments to the original Facility Agreement and
provides various key confirmations, as follows:

        the loan amount being US$11.25m;
        the definition of First Maturity Date is deleted and replaced with Second Maturity Date being 31
        December 2013;
        amendment to the effective cost of finance to 10% per month, shared equally between SacOil and
        provision that SacOil may not repay or prepay all or any part of the loan before the date which is
        two months after the date on which the agreement becomes effective and unconditional;
         the agreement seeks to amend this restriction by allowing the lender to convert the loan into
        SacOil shares at any time. SacOil to use its reasonable endeavours to procure the issue of shares
        to Gairloch using the SEDA arrangements in place; and
        the agreement also provides for additional security (in the form of a second ranking charge over
        the US$10.0 million cash collateral held with Ecobank and SacOil?s shares in OPL 233) to be
        provided by SacOil as soon as practicable after the date of signature of the agreement.

Addendum to Loan Agreement between SacOil and EER

The purpose of this agreement is to amend the loan agreement concluded between SacOil and EER on or
about 3 October 2011 as subsequently amended (?Loan Agreement?). This loan to EER was provided at the
time of the posting of the US$25.0 million performance bond to record EER?s obligations and share of the

This agreement is conditional upon the transfer agreement referred to above being concluded and Gairloch
successfully replacing RenCap as lender under the Facility Agreement.

EER?s indebtedness to SacOil as at 30 November 2012 is mutually agreed as being US$26.4 million broken
down as US$10.0 million related to asset acquisitions; US$1.5 million being promote fee advance, US$7.5
million being the non-cash collateral SacOil provided to Ecobank on behalf of EER for the OPL 233
performance bond; and US$7.4 million related to the cash collateral SacOil provided to Ecobank on behalf
of EER for the OPL 233 performance bond.

This agreement amends the Loan agreement as follows:
        cash amount of US$7.4 million to be repaid by 31 May 2013;
        amendment to the Interest clause by providing that no interest will accrue on the loan from 1
        December 2012 until 31 May 2013 provided that the short term loan amount outstanding is repaid
        by 31 May 2013;
        introduction of a non-cash repayment of US$7.5 million of the loan, by requiring that EER re-
        collateralise the obligations in respect of this amount under the existing performance bond issued
        by Ecobank in favour of NNPC currently funded by SacOil pursuant to an existing performance
        bond; and
        EER agrees to pay to SacOil 50% of any amount of interest and costs accruing to Gairloch under the
        Facility Agreement.

Board Change

Roger Rees has resigned as Finance Director of the Company with effect from 23 December 2012. Roger
has advised the board that his non-executive director and personal commitments do not allow him to
dedicate the time required to fulfill the executive role. Roger is currently a non-executive director of three
other companies where his time commitments are already fixed. Roger has agreed to continue to work
with the Company on a consultancy basis going forward.

31 December 2012

JSE Sponsor
Nedbank Capital

For further information please contact:

finnCap Limited (Nominated Adviser and Broker)           +44 (0) 20 7220 0500
Matthew Robinson / Christopher Raggett

FirstEnergy Capital (Joint Broker UK)                    +44 (0) 20 7448 0200
Majid Shafiq/ Travis Inlow

GMP Securities Europe LLP (Joint Broker UK)              +44 (0) 20 7647 2800
James Pope/ Chris Beltgens
Keyter Rech Investor Solutions (Investor Relations SA)
Vanessa Ingram/ Lynne Bothma                             +27 (0) 11 447 2993

The Riverbed Agency (Press Relations SA)
Raphala Mogase                                           +27 (0) 11 783 7903

Pelham Bell Pottinger (Press Relations UK)
Philip Dennis                                            +44 (0) 20 7861 3919
Rollo Crichton-Stuart                                    +44 (0) 20 7861 3918

Date: 31/12/2012 09:00:00 Supplied by www.sharenet.co.za                     
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