OANDO PLC - Oando Energy Resources secures funding for acquisition of Nigerian upstream oil and gas business of Conocophillips

Oando Energy Resources secures funding for acquisition of Nigerian upstream oil and gas business of Conocophillips

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

OANDO ENERGY RESOURCES SECURES FUNDING FOR ACQUISITION OF NIGERIAN
         UPSTREAM OIL AND GAS BUSINESS OF CONOCOPHILLIPS


CALGARY, ALBERTA January 31, 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, today announced that, further to its press releases
dated December 20, 2012, September 16, 2013 and November 28, 2013, it has, subject to,
amongst other things, TSX approval, secured funding for the closure of the acquisition of the
Nigerian Upstream Oil and Gas Business of ConocoPhillips (NYSE: COP) (the
“ConocoPhillips Acquisition”).

The Company currently estimates that the net purchase price payable to complete the
ConocoPhillips Acquisition will be approximately US$1.05 billion (after deducting payment of
the US$450 million deposit previously paid, an additional US$50 million to be paid and giving
effect to expected adjustments as of the Outside Date) (“Net Purchase Price”). Oando
Energy Resources expects to fund payment of the Net Purchase Price using:

  i.    funds from the corporate facility and reserve-based loan agreement with third party
        lenders, as announced today January 31, 2014;

  ii.   proceeds from the proposed private placement of units of the Company, subject to
        approval by the Toronto Stock Exchange (“TSX”), as announced on January 28,
        2014; and

 iii.   a convertible loan from Oando Plc, the 94.6% shareholder of the Company, subject
        to, amongst other things, TSX approval.

Pursuant to an amendment agreement executed with ConocoPhillips earlier today, Oando
Energy Resources and ConocoPhillips agreed to extend the outside date for completion of
the ConocoPhillips Acquisition from January 31, 2014 to February 28, 2014 (“Outside
Date”). As part of this agreement, OER will pay an additional US$50 million towards the
Acquisition for a total total deposit of US$500 million.

Closing of the ConocoPhillips Acquisition remains subject to satisfaction of closing
conditions, including the anticipated consent of the Honourable Minister of Petroleum
Resources in Nigeria.

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
                                              -2-

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.

Unqoute


Lagos
3 February 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

Date: 03/02/2014 09:20:00 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.