OANDO PLC - Oando announces closing date for Reverse Take Over of Exile Resources Inc.

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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