Exile Resources Inc. and Oando PLC Announce Proposed Acquisition and Financing
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PRESS STATEMENT
Lagos, Nigeria – Oando PLC (“Oando”), Nigeria’s leading indigenous energy group listed on both the Nigerian and Johannesburg Stock Exchange, today announced its proposed acquisition and financing transaction with Exile Resources Inc. (“Exile”). Exile is a Canada-based public company listed on the Toronto Venture Exchange and whose primary asset is a 10% working interest in the Akepo oil field located in OML 90 in Nigeria where it is a joint venture partner with Oando, which owns a 30% interest in the field and is the technical partner. Exile also has interests in assets in Turkey and Zambia.
Oando and Exile have executed a term sheet dated July 28, 2011 providing for, subject to the completion of satisfactory due diligence by both parties and other conditions, the acquisition by Exile of certain interests of Oando in respect of Oil Mining Leases (“OMLs”) and Oil Prospecting Licenses (“OPLs”) in exchange for 100,000,000 post-consolidation common shares in the capital of the company, which would be a significant majority of the post consolidation common shares of the company, whilst the current shareholders of Exile shall receive in exchange of 20 Shares currently held: (i) one post consolidation Share (ii) two share purchase warrants of the company, one of which will be exercisable for one Share at a price of US$3.00 per Share for a period of 12 months; and the second of which will be exercisable for one Share at a price of US$4.00 per Share for a period of 24 months”
Oando’s interests in the OMLs and OPLs are held through direct and indirect subsidiaries located in Nigeria. The OMLs and OPLs are a combination of producing, development & appraisal and exploration assets and are in respect of oil fields located in onshore and offshore Nigeria, the Nigeria Sao Tome and Principe Joint Development Zone (JDZ) and the Exclusive Economic Zone (EEZ) of Sao Tome and Principe.
The parties have agreed to negotiate exclusively with each other in good faith and use their reasonable efforts to negotiate a definitive agreement to give effect to the Acquisition on or prior to September 30, 2011. As a condition precedent to signing the Definitive Agreement, Oando shall be satisfied that the Acquisition is structured to ensure that (i) each of the Nigerian assets/companies comprising the Upstream Assets maintains its status as an indigenous Nigerian company under Nigerian law in order to maintain and/or secure indigenous fiscal terms and any other policies and laws applicable to indigenous companies; and (ii) Oando achieves an optimal result having regard to tax and regulatory concerns of Oando.
The parties have agreed that they may, subject to market conditions, complete a financing on or prior to completion of the transaction pursuant to which purchasers will, in effect, receive up to 20,000,000 Shares at a price of US$3.00 per Share for aggregate proceeds of up to US$60 million.
Upon completion of the acquisition and the financing of $60 million, it is expected that the company will have a total of 125,000,000 common shares issued and outstanding, of which Oando will own 100,000,000 common shares.
Commenting, Mr. Wale Tinubu, Group Chief Executive, Oando PLC said: “We have embarked on this transaction to create a platform that will facilitate access to the capital required for acquisition of proven and producing assets as well as the further development of our current E & P portfolio, which is comprised of current production of 5,000 barrels a day, near term development opportunities and exploration upside.”
Wale Tinubu further commented that the transaction will create a standalone Exploration and Production company that would be readily comparable to its international peers and provide a pure play investment vehicle for our shareholders and new investors.
Upon completion of the restructuring and subject to receipt of all necessary approvals, it is expected that (a) the existing management team of Exile will be retained and assigned mutually acceptable roles and functions; and as a condition precedent to completion, Oando will have the right to appoint members to the management team of the company; (b) the board of directors of the company will be comprised of three nominees of Oando, two nominees of Exile and two independent directors, and (c) Wale Tinubu will be appointed as the Chairman of the company.
