Wrap Text
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
Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
