Oando’s Reverse Takeover of OER

Fasken Martineau, an international business law and litigation firm, advised Oando Energy Resources Inc. (OER) (formerly Exile Resources Inc.) on its acquisition of certain equity interests in the upstream exploration and production division of Oando Plc and certain related matters by way of a plan of arrangement. As consideration for the acquisition, OER issued 100,339,052 shares (representing approximately 94.6% of the outstanding shares of OER, on a non-diluted basis) to Oando Plc, which issuance constituted a reverse take-over by Oando of OER. The firm also advised OER on its listing on the TSX Venture Exchange (TSX).

The arrangement, which was done immediately prior to the acquisition and involved, among other things, the consolidation of all of the outstanding common shares of OER on the basis of one new common share for every approximate 16.28 common shares held immediately prior to the arrangement. Pursuant to the arrangement, shareholders of record of OER prior to the arrangement received two share purchase warrants for every approximate 16.28 common shares of OER held at close of business on July 23: one exercisable at $1.50 per share for a period of 12 months, and the second exercisable at $2.00 per share for a period of 24 months.

Prior to the reorganization, the shares of OER were listed on the TSX. Following closing of the reorganization, on July 30, the shares of OER were delisted from the TSX and commenced trading on the TSX.

“This a major announcement for Oando Energy Resources and represents one of the first listings by an African company on the TSX. The experience and expertise of our combined London and Canadian teams were instrumental in the successful completion of this transaction,” said Abayomi Akinjide, Partner and Head of the Energy and Projects practice group in London. “Given our presence in London, Paris, Johannesburg and the principal centers in Canada, our firm is uniquely positioned to assist on these types of transaction,” added Akinjide.