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Oando announces closing date for reverse take over of Exile Resources

By on July 23, 2012

PRESS RELEASE OANDO PLC OANDO ANNOUNCES CLOSING DATE FOR REVERSE TAKE OVER OF EXILE RESOURCES

 

Oando Plc (‘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 and certain related matters in exchange for 100,339,025 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 the 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 which involves, among other

 

§  The consolidation of all of the outstanding common shares of Exile on the basis of one new Common Share for every 16.28 old Common Share then outstanding.

 

§  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 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 the period of 12 months 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 change of name of Exile to “Oando Energy Resources Inc.” (“OER”);

 

§  The appointment of two additional directors to the board of directors of Exile – Messrs Omamofe Boyo and Olapade Durotoye; and

 

§  The appointment of Mr. Jibril Adewale Tinubu as a new director and Chairman of OER at closing 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. Oando Plc refers all stakeholders 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