Petroleum Africa
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Wednesday, January 29, 2014
Oando Energy Resources Inc. (OER) intends to complete an arms-length non-brokered private placement for proceeds of $50 million. In addition, in connection with the offering, OER intends to acquire a 5% interest in OML 131 in exchange for units of the company.
OER’s offering is expected to consist of 35,070,063 common shares of OER and 17,535,031 common share purchase warrants for gross proceeds of $50 million (each common share and half-warrant, a unit) at a price of C$1.57 per unit.
Each whole warrant will entitle the holder thereof to acquire one common share of the company at a price of C$2.00 per common share for a period of 24 months from the date of the closing of OER’s acquisition of ConocoPhillip’s (COP) Nigerian business units. If, after a period of six months from the closing of the COP acquisition, the common shares of the company trade on the TSX at a price greater than C$3.50 for a period of at least 10 consecutive trading days, the warrants will expire on the date which is 30 days following the last day of such 10 consecutive trading days.
Closing of the Offering is subject to receipt of applicable regulatory approvals, including approval of the TSX and the closure of the COP acquisition. Securities issued will be subject to a hold period, which will expire four months plus one day from the date of closing of the offering.
OER anticipates using the proceeds from the offering to pay for a portion of the COP acquisition.
The offering has been negotiated at arm’s length. Should OER elect to issue common shares to Oando Plc, the 94.6% shareholder of the company, prior to or concurrent with the closing of the offering as repayment of all or a part of a convertible loan outstanding to Oando Plc, the offering is not expected to affect control of the company and no new insiders are expected to be created as a result of the offering.
Also in connection with the offering, OER intends to acquire the entire issued share capital of Medal Oil Company Ltd. which owns a 5% interest in OML 131 for a purchase price of $5 million. The purchase price will be satisfied by the issuance of an additional 3,491,082 units. The closing of the OML 131 acquisition is subject to acceptance by the TSX and any requisite approvals from Nigerian regulatory authorities. Assuming completion of the OML 131 Acquisition and the COP Acquisition, OER will own a 100% interest in OML 131.
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