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Oando Plc - Oando Energy Resources Announces Agreement For Private Placement

Release Date: 30/01/2014 09:00:00      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?)

Quote

News Release
OANDO ENERGY RESOURCES ANNOUNCES AGREEMENT FOR PRIVATE
PLACEMENT

CALGARY, Jan. 27, 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, today announced that it intends to complete a
private placement (the ?Offering?) for proceeds of US$50,000,000. In addition, in
connection with the Offering, OER intends to acquire a 5% interest in OML 131 in
exchange for common shares of the Company (the ?OML 131 Acquisition?).

The Offering
The Offering is expected to consist of 35,070,063 common shares of the Company
(the ?Common Shares?) and 17,535,031 common share purchase warrants (the
?Warrants?) for gross proceeds of US$50,000,000 (each Common Share and half-
Warrant, a ?Unit?) at a price of C$1.57 per Unit. Each whole Warrant will entitle the
holder thereof to acquire one common share of the Company at a price of C$2.00
per common share for a period of 24 months from the date of the closing of the COP
Acquisition (as defined below). If, after a period of six months from the closing of the
COP Acquisition, the common shares of the Company trade on the Toronto Stock
Exchange (?TSX?) at a price greater than C$3.50 for a period of at least 10
consecutive trading days, the Warrants will expire on the date which is 30 days
following the last day of such 10 consecutive trading days.

Closing of the Offering is subject to receipt of applicable regulatory approvals,
including approval of the TSX. The issue price of the Units represents approximately
an 11% discount on the market price of the Common Shares on the date the TSX
received the Company?s request for price protection. Securities issued will be
subject to a hold period, which will expire four months plus one day from the date of
closing of the Offering.

It is anticipated that the proceeds of the Offering will be used by the Company to
satisfy a portion of the purchase price for the proposed acquisition by the Company
of the Nigerian upstream oil and gas business of ConocoPhillips (the ?COP
Acquisition?). The Offering has been negotiated at arm?s length. Should OER elect to
issue Common Shares to Oando Plc, the 94.6% shareholder of the Company, prior
to or concurrent with the closing of the Offering as repayment of all or a part of a
convertible loan outstanding to Oando Plc, the Offering is not expected to affect
control of the Company and no new insiders are expected to be created as a result
of the Offering.





The OML 131 Acquisition
In connection with the Offering, the Company intends to acquire a 5% interest in
OML 131 from an investor in the Offering for a purchase price of US$5,000,000. The
purchase price will be satisfied by the issuance of an additional 3,491,082 Units. The
closing of the OML 131 Acquisition is subject to acceptance by the TSX and any
requisite approvals from Nigerian regulatory authorities. Assuming completion of the
OML 131 Acquisition and the COP Acquisition, OER will own a 100% interest in
OML 131.

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, 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 through the SEDAR website (www.sedar.com) for
the Company. 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.

Unquote

Lagos
30 January 2014

JSE Sponsor
Macquarie First South Capital Proprietary Limited

Contact Information:
Pade Durotoye, CEO
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

Jeremy Dietz/David Feick
Investor Relations
+1 403-218-2833
jdietz@tmxequicom.com
dfeick@tmxequicom.com






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