Oando PLC. Announces Closing of Reverse Takeover of Oando Energy Resources Inc. (previously known as Exile Resources Inc.) and Related Director and Management Changes
Oando PLC (‘Oando’) is pleased to announce that it has completed its reverse takeover (the RTO) of Oando Energy Resources Inc. (previously known as Exile Resources Inc., OER or the Corporation) TSXV: ERI. The RTO was preceded by the acquisition by OER of equity interests in certain entities in the upstream exploration and production division of Oando PLC. (the Acquisition) and certain related matters (collectively, the Restructuring). As consideration for the Acquisition, OER issued 100,339,052 post-Consolidated Common Shares (as defined below) to Oando, of which 75,254,289 post-Consolidated Common Shares (representing 75% of the post-Consolidated Common Shares issued to Oando) are in escrow.
As previously announced, the Restructuring was completed pursuant to a plan of arrangement (the ‚Arrangement?) which involved, among other matters:
(a) the consolidation of all of the outstanding common shares (‚Common Shares?) of OER on the basis of one new Common Share (the ‘post-Consolidated Common Shares?) for every approximate 16.28 old Common Shares then outstanding (the ‘Consolidation?);
(b) the issuance to the shareholders of OER of record as of the close of business on July 23, 2012 of two share purchase warrants of OER for every approximate 16.28 Common Shares of OER held immediately prior to the Arrangement: one share purchase warrant exercisable to acquire one post-Consolidated Common Share of OER 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 OER 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?); and(c) the change of name of ‚Exile Resources Inc.? to ‚Oando Energy Resources Inc.?.
OER Director and Management Changes
In connection with the Acquisition, the following changes were made to the board of directors of OER: Ahmed Said resigned as a director of OER, Stanley Bharti resigned as Chairman and Tony Henshaw resigned as Chief Executive Officer. In addition, Jubril Adewale Tinubu was appointed as a new director and Chairman of OER, John Orange was appointed as a new director, Omamofe Boyo was appointed as a new director, Olapade Durotoye was appointed as Chief Executive Officer, and Adeola Ogunsemi was appointed as Chief Financial Officer. For details on the background and experience of Mr. Tinubu, Mr. Boyo, Mr. Orange, Mr. Durotoye and Mr. Ogunsemi, see the Management Information Circular of OER dated November 28, 2011 and OER’s website at www.oandoenergyresources.com.
OER has 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?. Listing is subject to OER fulfilling the listing requirements of the TSX.
Commenting, Mr. Wale Tinubu, Group Chief Executive, Oando Plc said ‚We are excited that the reverse take-over is complete and that the TSX has given OER its conditional approval for the listing of OER. This platform is expected to enable capital raises to meet OER’s immediate strategic objectives of growth in the upstream sector. Although Oando Plc. will initially own a 94.6% interest in OER, the proposed listing opens up the opportunity to present OER to a new world of investors with the distinct appetite for E&P investments?.
For further details of the Reorganization, please refer to the management information circular of OER dated as of November 28, 2011 and the press releases of OER dated August 3, 2011, October 13, 2011, December 29, 2011, January 31, 2012, January 30, 2102, July 18, 2012 and July 24, 2012. The OER press releases are available on SEDAR at www.sedar.com.
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