Oando Energy Resources Reduces Debt Through Conversion of Oando Plc Loan to Equity

CALGARY, Alberta, July 10, 2014 /PRNewswire/ --

Oando Energy Resources Inc. ("Oando Energy Resources" or the "Company") (TSX:OER), a company focused on oil and gas exploration and production in Nigeria, is pleased to announce the conversion to equity of principal in the amount of US$168 million, interest in the approximate amount of US$ 2.9 million and fees in the amount of US$ 48 million outstanding under the US$1.2 billion facility agreement dated 10 February 2014 with Oando Plc (the "Oando Loan") (the "Conversion").  An aggregate principal amount of approximately US$ $431,000,000 remains available to be drawn under the Oando Loan.

OER has issued 150,075,856 units (the "Units") to Oando Resources Limited ("Oando Resources"), a wholly-owned subsidiary of Oando Plc, as repayment of amounts outstanding under the Oando Loan for a conversion price of C$1.57 per Unit. Each Unit consists of one common share of the Company (a "Common Share") and one-half of one warrant to purchase an additional Common Share at a price of CAD$ 2.00 per Common Share (each whole common share purchase warrant being a "Warrant") for a period of 24 months from the date on which the Company closes the acquisition of the Nigerian upstream oil and gas business of ConocoPhillips.  The terms of the Units, other than the denomination of the conversion price and exercise price in United States dollars, have the same terms as the Units issued to third party investors and Oando Resources on 26 February 2014.

Prior to the completion of the Conversion, Oando Plc owned, and exercised control or direction over, 527,887,867 Common Shares, representing approximately 92.0% of the issued and outstanding Common Shares. As a result of the Conversion, Oando Plc currently beneficially owns, or exercises control or direction over, 677,963,723 Common Shares, representing approximately 93.7% of the issued and outstanding Common Shares. Assuming exercise of the Warrants and warrants previously issued to Oando Plc on February 26, 2014, Oando Plc would beneficially own, or exercise control or direction over, 969,284,535 Common Shares, representing approximately 95.5% of the Company's issued and outstanding Common Shares; however, Oando Plc is restricted from exercising any warrants that would result in its ownership of the Company exceeding 94.6%.

Amounts owing under the Oando Loan in the future may be converted into Units at the conversion price of C$1.57 per Unit provided that, as a result of such conversion, the aggregate beneficial ownership and control by Oando Plc and its related parties over voting securities of Oando Energy Resources does not exceed 94.6% (on an undiluted basis).  These conversions may be completed until July 20, 2014 or such later date as may be permitted by the Toronto Stock Exchange.

A copy of the early warning report required to be filed with the applicable securities commissions in connection with the Conversion will be available for viewing at http://www.sedar.com or can be obtained by contacting Ayotola Jagun, Chief Compliance Officer & Company Secretary of Oando Plc, by email at ajagun@oandoplc.com or by telephone on +234 806 9806190.

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 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, completion of the ConocoPhillips Acquisition on the terms described or in a timely manner, 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 under the Company's profile on  SEDAR website (http://www.sedar.com). 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.

For further 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

David Feick
Investor Relations
+1 403-218-2839
dfeick@tmxequicom.com

(OER. OER.WT. OER.WT.A.)