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Oando Plc - Oando Energy Resources Reduces Debt Through Conversion Of Oando Plc Loan To Equity

Release Date: 10/07/2014 15:25:00      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 ENERGY RESOURCES REDUCES DEBT THROUGH CONVERSION OF
                   OANDO PLC LOAN TO EQUITY

Quote

CALGARY, July 9, 2014 - 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 in the amount of US$168 million, interest in
the approximate amount of US$ 2.9 million and fees in the
amount of US$ 48 million outstanding under the US$1.2
billion facility agreement dated 10 February 2014 with
Oando Plc (the "Oando Loan") (the "Conversion"). An aggregate
principal amount of approximately US$ $431,000,000 remains
available to be drawn under the Oando Loan.

OER has issued 150,075,856 units (the ?Units?) to Oando
Resources Limited (?Oando Resources?), a wholly-owned
subsidiary   of  Oando Plc,    as   repayment   of  amounts
outstanding under the Oando Loan for 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?) for a period of 24 months from
the date on which the Company closes 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 26
February 2014.

Prior to the completion of the Conversion, Oando Plc
owned,   and   exercised   control   or  direction   over,
527,887,867 Common Shares, representing app rox ima te ly
92.0% of the issued and outstanding Common Shares. As a
result    of   the   Conversion,   Oando   Plc   currently
beneficially owns, or exercises control or direction over,
677,963,723 Common Shares, representing approximately
93.7% of the issued and outstanding Common Shares.
                              -2-

Assuming   exercise   of   the  Warrants   and    warrants
previously issued to Oando Plc on February
26,    2014,    Oando  Plc   would   beneficially   own, or
exercise control or direction over, 969,284,535 Common
Shares,   representing   approximately      95.5%   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 the conversion price of C$1.57 per
Unit provided that, as a result of such conversion, the
aggregate beneficial ownership and control by Oando Plc and
its related parties over voting securities of Oando Energy
Resources does not exceed 94.6% (on an undiluted basis).
These conversions may be completed until July 20, 2014 or
such later date as may be permitted by the Toronto Stock
Exchange.

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.

Unquote

Lagos

10 July 2014

JSE Sponsor

Macquarie First South Capital Proprietary Limited



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.
                             -3-

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, completion of the ConocoPhillips
Acquisition on the terms described or in a timely manner, 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.

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
-4-

Date: 10/07/2014 03:25:00 Supplied by www.sharenet.co.za                     
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