LION ENERGY ENTERS LETTER OF INTENT WITH AFRICA OIL CORP. FOR BUSINESS COMBINATION

LION ENERGY ENTERS LETTER OF INTENT WITH AFRICA OIL CORP. FOR BUSINESS COMBINATION 
TSX.V - LEO 
VANCOUVER, March 8 /CNW/ - Lion Energy Corp. (the "Company" or "Lion Energy") (TSXV: LEO) is pleased to announce that 
it has entered into a
 non-binding letter of intent with Africa Oil Corp. ("Africa Oil", AOI - TSXV, AOI - NASDAQ OMX), a publicly traded oil 
and
 gas company listed on the TSX Venture Exchange and NASDAQ OMX, which
 sets out the basic terms and conditions pursuant to which Africa Oil
 proposes to acquire all of the issued and outstanding common shares of
 Lion Energy. Under the letter of intent the parties will negotiate and
 enter into a definitive agreement pursuant to which Africa Oil will
 acquire Lion Energy, by way of a plan of arrangement. The letter of
 intent provides that each share of Lion Energy will be exchanged for
 0.2 shares of Africa Oil. The Company currently has 86,118,177 common
 shares issued and outstanding, 2,580,000 share options with a weighted
 average exercise price of $0.16 per share, and 11,445,000 warrants. The
 Company is also obligated to issue up to 50,000 common shares in
 another, unrelated transaction. It is proposed that each warrant will
 be exchanged into an equivalent number of warrants of Africa Oil,
 adjusted for 0.2:1 ratio noted above. 
Lion is presently a joint venture partner of Africa Oil in Kenya and
 Puntland (Somalia) with respect to the following Blocks: 
__________________________________________________________________
|Block 9 (Kenya)   |Lion 33.3%|Africa Oil 66.7%|                   |
|__________________|__________|________________|___________________|
|Block 10BB (Kenya)|Lion 10%  |Africa Oil 40%  |Tullow Oil plc. 50%|
|__________________|__________|________________|___________________|
|Dharoor Valley    |Lion 15%  |Africa Oil 45%  |others 40%         |
|(Puntland)        |          |                |                   |
|__________________|__________|________________|___________________|
|Nugaal Valley     |Lion 15%  |Africa Oil 45% *|others 40%         |
|(Puntland)        |          |                |                   |
|__________________|__________|________________|___________________| 
* Subject to Africa Oil fulfilling its sole funding obligation to Range
 Resources Ltd. 
In addition to the above properties, Lion has cash, cash receivables and
 tradable securities with an approximate aggregate value of $30,352,336. 
Assuming satisfactory completion of due diligence, it is anticipated
 that the definitive arrangement agreement will be entered into by March
 25, 2011. The definitive agreement will provide for conditions
 precedent that are standard for a transaction of this nature, including
 receipt of all regulatory, partner and third party approvals, TSX
 Venture Exchange approval and approval by Lion Energy's shareholders.
 Lock-up agreements have been entered into between Africa Oil and the
 Company's directors and certain of its principal shareholders who hold,
 in aggregate, 29.23% of the issued and outstanding common shares of
 Lion Energy. 
Lion Energy has engaged Haywood Securities Inc. as its financial advisor
 in respect of the proposed transaction. 
John Nelson, the Company's President and CEO, said: "The plan of
 arrangement with Africa Oil will expose our shareholders to a greater
 number of highly prospective east African exploration blocks with much
 higher working interests, partners with very strong technical teams and
 long term financial capability. Africa Oil has a seasoned management
 team and sufficient capital to fund additional exploration
 opportunities and development programs in the event of a discovery." 
Keith Hill, Africa Oil's President and Chief Executive Officer,
 commented, "The acquisition of Lion consolidates our interest in the
 East African rift basins in Kenya and Puntland (Somalia). The cash
 portion of the deal will further strengthen our balance sheet to allow
 us to fully fund the upcoming aggressive exploration drilling
 campaign." 
As indicated above, completion of the proposed transaction is subject to
 a number of conditions, including shareholder approval. There can be no
 assurance that the Transaction will be completed as proposed or at all. 
On behalf of the Board, 
LION ENERGY CORP. 
John R. Nelson
President and Chief Executive Officer 
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
 (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
 ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS
 RELEASE 
Forward-Looking Statements: Certain information provided in this press release constitutes
 forward-looking statements. The words "anticipate", "expect",
 "project", "estimate", "forecast" and similar expressions are intended
 to identify such forward-looking statements. Specifically, this press
 release contains forward-looking statements relating to the
 Transaction. The reader is cautioned that assumptions used in the
 preparation of such information, although considered reasonable at the
 time of preparation, may prove to be incorrect. Actual results will
 vary from the information provided herein as a result of numerous known
 and unknown risks and uncertainties and other factors. You can find a
 discussion of those risks and uncertainties in our Canadian securities
 filings. Such factors include, but are not limited to: the failure to
 obtain necessary Lion shareholder approval with respect to the
 Transaction, the failure to obtain necessary regulatory approvals or
 satisfy the conditions to closing the Transaction, general economic,
 market and business conditions; fluctuations in oil prices; the results
 of exploration and development drilling; recompletions and related
 activities; timing and rig availability, the uncertainty of reserve
 estimates; changes in environmental and other regulations; risks
 associated with oil and gas operations; and other factors, many of
 which are beyond the control of Lion. Except as may be required by
 applicable securities laws, Lion assumes no obligation to publicly
 update or revise any forward-looking statements made herein or
 otherwise, whether as a result of new information, future events or
 otherwise. 
To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/March2011/08/c8855.html 
For further information: <p>To find out more about the Company, please visit our website at <a 
href="http://www.lionenergycorp.com">www.lionenergycorp.com</a>.</p> 
CO: Lion Energy Corp.
ST: British Columbia
NI: OIL ORDER  
-0- Mar/08/2011 11:00 GMT