Oando Energy Resources Signs Agreements to Acquire ConocoPhillips Nigerian Assets for US$1.79 Billion

  Oando Energy Resources Signs Agreements to Acquire ConocoPhillips Nigerian
                          Assets for US$1.79 Billion

  PR Newswire

  CALGARY, Alberta, December 20, 2012

CALGARY, Alberta, December 20, 2012 /PRNewswire/ --

Oando Energy Resources Inc. ( "OER" or the "Company" ) ( TSX: OER ), a company
focused on oil exploration and production in Nigeria and the Gulf of Guinea is
pleased to announce that it has entered into an agreement with ConocoPhillips
to acquire ConocoPhillips' Nigerian businesses for a total cash consideration
of approximately US$1.79 billion, subject to customary adjustments (the
"Proposed Acquisition"). ConocoPhillips' Nigerian businesses consist of:

a)  The Onshore Business

  *Phillips Oil Company Nigeria Limited ("POCNL"), which holds a 20%
    non-operating interest in Oil Mining Leases ("OMLs") 60, 61, 62, and 63 as
    well as related infrastructure and facilities in the Nigerian Agip Oil
    Company Limited ("NAOC") Joint Venture ("NAOC JV"). The other partners
    are the Nigerian National Petroleum Corporation ("NNPC") with a 60%
    interest and NAOC (20% and operator); and
  *Phillips Brass Limited ("PBL"), which holds a 17% shareholding interest in
    Brass LNG Limited, which is developing the Brass LNG project, a Greenfield
    project to develop a two-train, 10 million ton per year, Liquefied Natural
    Gas ("LNG") facility in Bayelsa State, Nigeria. The other partners are
    NNPC (49%); Eni (17%) and Total (17%).

b)  The Offshore Business

  *Conoco Exploration and Production Nigeria Limited ("CEPNL"), which holds a
    95% operating interest in OML 131. The other partner is Medal Oil (5%);
    and
  *Phillips Deepwater Exploration Nigeria Limited ("PDENL"), which holds a
    20% non-operating interest in OPL 214. The other partners are ExxonMobil
    (20% and operator), Chevron (20%), Svenska (20%), Nigerian Petroleum
    Development Company (15%) and Sasol (5%).

Pursuant to the Proposed Acquisition, OER will indirectly purchase all of the
issued share capital of POCNL, PBL, CEPNL and PDENL. Upon closing, the
effective date of the Proposed Acquisition will be January1,2012.

In connection with the Proposed Acquisition, OER has retained The Petroleum
and Renewable Energy Company Limited ("Petrenel"), OER's independent reserves
evaluator, to prepare a report on the reserves and resources of OMLs 60, 61,
62 and 63 (together, the "Onshore Assets") and OML131 and OPL 214 (together,
the "Offshore Assets") proposed to be acquired under the Proposed
Acquisition. As at the date hereof, Petrenel has prepared preliminary
estimates of some of the reserves and resources to be acquired (the "Petrenel
Preliminary Estimates"). The Petrenel Preliminary Estimates have an effective
date of December 31, 2011 and have been prepared in accordance with National
Instrument 51-101 standards and the guidelines set out in the Canadian Oil and
Gas Evaluation Handbook. OER expects an Independent Reserves Report to be
completed and issued by Petrenel during the first quarter of 2013.

All figures quoted below are gross to OER (i.e. before deduction of royalty
and tax) unless otherwise stated, assuming completion of the Proposed
Acquisition.

HIGHLIGHTS

  *OER believes that the Proposed Acquisition represents a significant
    opportunity for OER and its shareholders, adding:

       *A 20% working interest in the NAOC JV, which includes forty
         discovered oil and gas fields with remaining oil and gas recovery,
         approximately forty identified prospects and leads, twelve production
         stations, approximately 950 km of crude oil, natural gas liquids
         (NGL) and natural gas pipelines, two gas processing plants, the Brass
         River Oil Terminal, the Kwale-Okpai 480 MW combined cycle gas-fired
         power plant ("Kwale-Okpai IPP"), and associated infrastructure.
       *A significant share of six separate discovered fields and eight
         separate prospects in two offshore blocks.
       *Approximately 43,000 barrels of oil equivalent per day ("boe/d")
         based on average production between January and October 2012 (Source:
         ConocoPhillips).
       *According to Petrenel, a total of approximately 213 millions of
         barrels of oil equivalent ("MMboe") of Proved plus Probable Reserves,
         198 MMboe of Best Estimate Economic Contingent Resources, and
         approximately 110 MMboe of Risked Prospective Resources are present
         in the Onshore Assets. Contingencies and significant negative and
         positive factors related to the Contingent Resources are further
         described below.

  *Upon closing, it is expected that the Proposed Acquisition will position
    OER as one of the leading E&P players in Nigeria, as measured by total
    reserves and production.
  *The Proposed Acquisition is expected to be financed with debt and equity.
  *POCNL is cash generative and is expected to contribute positively to the
    cashflow of the Company.
  *The Proposed Acquisition is anticipated to close during the first half of
    2013, following appropriate consultations with stakeholders.

"This potential transaction represents a transformational step forward for our
Company and is in keeping with our overall strategy to grow our portfolio of
Nigerian-based assets by focusing on those opportunities that deliver high
quality growth in reserves and production," said Pade Durotoye, CEO of Oando
Energy Resources. "Our management team is familiar with the assets contained
in this proposed transaction and, we believe, possess the regional experience
and technical expertise necessary to capture and unlock their future value for
our shareholders."

Also commenting, Mr. Wale Tinubu, Chairman, OER said "Upon closing, we expect
that this will be a transformational transaction for OER, as the company has
only been listed on the TSX for about 5 months and now has an opportunity to
execute its strategy and materially increase its production and reserves
base. In our view, the combination of the right timing, right assets and the
right company can lead to significant value creation in the Gulf of Guinea.

We expect that the closing of this transaction will position OER as a leading,
indigenous independent E&P player in Nigeria".

ANALYST CONFERENCE CALL

OER will be hosting a conference call to discuss the transaction on Friday,
December 21 ^st , 2012 at 10:00 a.m. Eastern Standard Time. To access the
conference call, please dial 1-888-231-8191. If dialing internationally
(outside of North America) the conference call can be accessed by calling
1-647-427-7450. Participants must request the Oando Energy Resources
Acquisition Conference Call.

A replay of the conference call will be available through December 28 ^th ,
2012. To access the replay, dial 1-855-859-2056 (North America) or
1-416-849-0833 (International) and enter reservation number 83403657 followed
by the number sign.

RATIONALE FOR THE TRANSACTION

Large oil and gas asset base with substantial production and resources

The Onshore Assets are currently producing substantial quantities of oil and
gas. The total oil and gas production from the Onshore Assets for the period
from January 1, 2012 until October 31, 2012 averaged approximately 43,000
boe/d gross to OER (Source: ConocoPhillips).

High oil and gas recovery factors are expected to be achieved with a focused
and committed development programme. OER believes there are many opportunities
to further develop the existing fields and increase production.

Petrenel has assigned preliminary estimates of Proved plus Probable Reserves
of 213 MMboe and Best Estimate Economic Contingent Resources of 198 MMboe (OER
gross share) to the Onshore Assets. These Economic Contingent Resources have
not been classified as Reserves as either (i) oil and gas production
associated with these Contingent Resources is likely to start in more than
five years, (ii) definition of development activities will require more
technical work; (iii) oil and gas will be produced after 2027 (the current
onshore license renewal date), or (iv) gas will be produced and sold after the
end of the current gas contract periods (2024-2026). It is expected that these
economic Contingent Resources will be progressively transferred to Reserves as
development activity is matured and the licenses and gas contracts are
extended. Significant positive factors associated with the estimates include
(i)high probability that the licence and gas contracts will get extended at
current terms, (ii)possible financial investment decision of Brass LNG could
result in higher gas prices, (iii) further detailed technical studies are
likely to identify additional resources, and (iv) reducing bunkering will
likely result in positive upward revision in oil sales. Significant negative
factors associated with the estimates include (i) uncertainty over historical
field production, technical recovery factors and new well productivity, (ii)
logistical and security difficulties may delay development, and (iii)
increased development and operating costs may reduce the economically
recoverable volume.

Significant exploration upside

OER believes that there is significant upside potential from an active
exploration program on OMLs 60 to 63 with a multi-year inventory of newly
available oil and gas drill-ready opportunities, including an opportunity to
supply additional gas to potential off takers including the Brass LNG project,
the Nigeria (Bonny) LNG ("NLNG") Train 7 project and other gas supply
opportunities in the growing domestic market.

Petrenel has assigned Risked Prospective Resources in the Onshore Assets
(gross to ConocoPhillips) to be approximately 110 MMboe. In addition, OER
expects that additional Risked Prospective Resources will be assigned by
Petrenel to the Offshore Assets after Petrenel has completed its final report.

Ideal location with extensive production and infrastructure

OMLs 60 to 63 are located favorably, with a well developed network of
facilities, transportation and logistics infrastructure as well as localized
processing facilities, including an oil processing centre and two gas
processing facilities, which can process up to 125,000 barrels of oil per day
("bbls/d") of oil and 1 billion cubic feet per day ("Bcf/d") of natural gas.
Other facilities and infrastructure include 12 production stations and about
950km of oil, NGL and natural gas pipelines, the Brass River Oil Terminal
which has a storage capacity of 3.6 millions of barrels of oil ("MMbbls") and
the 480 Megawatt Kwale-Okpai Independent Power Plant which accounts for 15% of
Nigeria's current available national power grid capacity.

Nigeria has over 37 billion bbls of proved reserves, (Source: BP Statistical
Review of World Energy 2012), a large proportion of which is located in the
Niger Delta Region. Within this region, there are a large number of
discovered but undeveloped fields with significant upside potential. OER
believes that the centrally located Brass River Terminal, Obiafu-Obrikom
("Ob-Ob") gas plant, and associated pipeline network offers a significant
opportunity to capture additional third partytransportation and processing
business.

OER believes that the Proposed Acquisition will provide OER with a platform
for future growth in the region.

High quality crude oil production that trades at a premium to Brent Oil

The crude oil produced from these onshore fields is light and sweet with API
gravities ranging from 29 to 47 degrees and low sulfur contents of 0.05% to
0.3% and trades at a premium to Brent.

Highly profitable and strong historical cash flow

The NAOC JV has yielded high drilling success rates, high production volumes
and premium pricing on crude oil and natural gas and NGLs. For the year ended
December 31, 2011, ConocoPhillips reported revenue of US$1.0 billion, profit
after tax of US$157.5 million and cashflow from operations of US$327.1 million
(prepared in accordance with Nigerian Generally Accepted Accounting
Principles).

BUSINESS INFORMATION

Onshore Assets:

1.OMLs 60, 61, 62 and 63 are located in the onshore Niger Delta basin and
    have a long history of proven production.  ConocoPhillips' share of
    production in 2011 was 19,000 bbl/d of oil and 157 MMcf/d of gas (Source:
     ConocoPhillips).

       *Petrenel's preliminary estimates of Proved plus Probable reserves for
         the Onshore Assets are 94 MMbbls of oil & condensate and 0.7 Trillion
         Cubic Feet (Tcf) of sales gas (213 MMboe) (gross to OER). The
         economically recoverable Best Estimate Contingent Resources are
         estimated to be 73 MMbbls of oil and condensate and 0.75 Tcf of sales
         gas (198 MMboe) (gross to OER).
       *The NAOC JV supplies 19.72% of the feedgas utilized by the NLNG
         plant (Source: NLNG) or approximately 85% of the NAOC JV natural gas
         sales under a long term contract which is based on a net back
         pricing formula. The remainder of the gas is sold to a Petrochemical
         producer and an independent Power Producer under long term contracts.
         In addition, some of the gas is utilized as fuel gas in the
         Kwale-Okpai IPP. Finally, NGLs are sold to a petrochemical producer
         under a long term contract.
       *The Kwale-Okpai IPP plant supplies power under a long term contract
         to the Power Holding Company of Nigeria. (Source: ConocoPhillips)

The Brass LNG project is a large-scale Greenfield project which involves the
development of a two-train LNG facility in Bayelsa State in the Niger Delta.
It is expected that approximately 40% of the feed gas will be supplied by the
NAOC JV. It is expected that the total nominal plant capacity will be 10
million tons of LNG per year and could be doubled in the future.

Offshore Assets:

1.OML 131 is a large deep water offshore block located in a prolific area
    about 70km south of the Niger Delta coastline and covering 1,204km ^2 at
    water depths ranging between 500 and 1,200 meters. OML 131 has two oil
    and gas discoveries and six large untested prospects. It is expected that
    the Chota field in OML 131 will be unitized with the Bolia field in OML
    135 that is operated by Shell.
2.OPL 214 is a large deepwater offshore license covering 2,586km ^2 in the
    prolific central part of the offshore Niger Delta. The area is
    approximately 110km from the coastline at water depths ranging between 800
    and 1,800 meters. OPL 214 is located close to large discoveries (Bonga,
    Nsiko, and Agbami). A commercial discovery has been made on this asset and
    all work obligations have been fulfilled. It is anticipated that OPL214
    will be converted into an Oil Mining Lease (OML) for an initial period of
    20 years. OPL 214 holds four oil and gas discoveries including the Uge
    field, which was discovered in 2005.

STRUCTURE OF THE PROPOSED TRANSACTION

The Company established four wholly owned subsidiaries which have entered into
agreements with ConocoPhillips for the Proposed Acquisition for a total cash
consideration of approximately US$1.79 billion, subject to customary
adjustments.

Upon signing of the Sale and Purchase Agreements, the Company paid a cash
deposit of US$435 million ("Deposit") to ConocoPhillips. The payment of the
Deposit was financed by a US$345 million loan ("Oando Loan") from Oando Plc, a
company which owns 94.6% of the  shares of OER ("Oando"), and US$90 million
funded through secured bridge loans, each of which is guaranteed by Oando,
from local Nigerian banks. The Oando Loan has a maturity of 120 days (subject
to extension in certain circumstances) and an annual interest rate of LIBOR
plus 10.5% (subject to increase in certain circumstances).

Pursuant to the Oando Loan, OER has agreed, provided that requisite
shareholder approval is obtained in accordance with Multilateral Instrument
61-101 - Protection of Minority Securityholders in Special Transactions and
Toronto Stock Exchange ("TSX") approval and shareholder approval is obtained
in accordance with (but not limited to) Section 501(c) of the TSX Company
Manual, that the Oando Loan will be convertible, at Oando's option, into newly
issued common shares of OER ("OER Shares") at the lower of (i) the 5 trading
day volume-weighted average price ("5 day VWAP") of an OER Share on the TSX
for the 5 trading days immediately following the date hereof; and (ii) the 5
day VWAP of an OER Share on the TSX for the 5 trading days immediately
preceding, but not including, the date upon which Oando provides notice to OER
that it wishes to convert the Oando Loan into OER Shares. The issuance of any
OER Shares pursuant to the exercise by Oando of the conversion feature will be
subject to TSX approval.

It is expected that the remainder of the Purchase Price for the Proposed
Acquisition (approximately US$1.355 billion) will be financed by way of equity
and debt, including private placements of equity-linked securities and a
follow-on offering of OER shares. In addition, it is expected that US$800
million of senior secured loans will be provided by a syndicate of
international and Nigeria banks.

Closing of the Proposed Acquisition is subject to customary conditions
including the receipt (or waiver, in accordance with the Sale and Purchase
Agreements) of all approvals or consents from any governmental authority; and
the waiver or non-exercise of rights of first refusal, if any with respect to
the shares to be acquired by OER, and the assets underlying such shares.

In the event that the Proposed Acquisition does not close, the Deposit is
refundable to OER (including where there is a breach by ConocoPhillips in any
material respect of its covenants under the Sale and Purchase Agreements)
except in the following limited circumstances: (i) a breach by OER in any
material respect of its covenants under the Sale and Purchase Agreements or
(ii) if the closing does not occur because of failure for any reason to obtain
all approvals or consents required by law from any governmental authority
under applicable petroleum laws of Nigeria

About Oando Energy Resources Inc. (OER)

OER currently has a broad suite of producing, development and exploration
assets in the Gulf of Guinea (predominantly in Nigeria) with current
production of approximately 3,300 barrels of oil per day from the Abo Field,
(OML 125) and an additional 1,500 barrels of oil per day from the Ebendo
Field, (OML 56), once a damaged export pipe line has been repaired or replaced
(which is expected to be completed early 2013). OER has been specifically
structured to take advantage of current opportunities for indigenous companies
in Nigeria, which currently has the largest population in Africa, and one of
the largest oil and gas resources in Africa.

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.

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, risks related to funding the remainder of
the purchase price for the Proposed Acquisition, risks related to oil and gas
recovery, risks relating to the Petrenel Preliminary Estimates being confirmed
in the final independent report to be prepared by Petrenel, risks relating to
receipt of all required approvals in Nigeria, risks relating to Contingent
Resources being classified as Reserves, risks relating to loss of the deposit,
risks relating to supply of feed gas risks relating to satisfaction of all
conditions precedent to closing of the Proposed Acquisition, the actual
results of exploration and drilling activities, changes in oil and gas
production, changes in project parameters and timing as plans continue to be
refined and the future price of crude oil and natural gas. 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 through the SEDAR
website ( http://www.sedar.com ) for the Company. 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.

Cautionary Statements

Production information is commonly reported in units of barrel of oil
equivalent ("boe" or "BOE") or in units of natural gas equivalent ("Mcfe").
However, BOEs or Mcfes may be misleading, particularly if used in isolation.
A boe conversion ratio of 6 Mcf:1 barrel, or an Mcfe conversion ratio of 1
barrel:6 Mcf, is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead.

There is no certainty that it will be commercially viable to produce any
portion of the  contingent resources.

There is no certainty that any portion of the  prospective resources will be
discovered. If discovered, there is no certainty that it will be commercially
viable to produce any portion of the resources.

Defined Terms

"Reserves" are those quantities of petroleum anticipated to be commercially
recoverable by application of development projects to known accumulations from
a given date forward under defined conditions. Reserves must further satisfy
four criteria: they must be discovered, recoverable, commercial, and remaining
(as of the evaluation date) based on the development project(s) applied.
Reserves are further categorized in accordance with the level of certainty
associated with the estimates and may be subclassified based on project
maturity and/or characterized by development and production status.

"Proved Reserves" are those quantities of petroleum, which by analysis of
geosciences and engineering data, can be estimated with reasonable certainty
to be commercially recoverable, from a given date forward, from known
reservoirs and under defined economic conditions, operating methods and
government regulations.

"Probable Reserves" are those additional Reserves which analysis of
geosciences and engineering data indicate are less likely to be recovered than
Proved Reserves but more certain to be recovered than Possible Reserves.

"Contingent Resources" are those quantities of petroleum that are estimated,
as of a given date, to be potentially recoverable from known accumulations
using established technology or technology under development, but which are
not yet considered mature enough for commercial development because of one or
more contingencies. Contingencies may include factors such as economic, legal,
environmental, political, and regulatory matters, or a lack of markets.
Contingent Resources are further categorized into low case (1C), best case
(2C) and high case (3C) according to the level of certainty associated with
the estimates and may be sub-classified based on economic viability.

"Prospective Resources" are those quantities of petroleum estimated, as of a
given date, to be potentially recoverable from undiscovered accumulations by
application of future development projects. Prospective Resources have both an
associated chance of discovery and a chance of development. Prospective
Resources are further subdivided in accordance with the level of certainty
associated with recoverable estimates assuming their discovery and development
and may be sub-classified based on project maturity.

"Best Estimate" is considered to be the best estimate of the quantity that
will actually be recovered. It is likely that the actual remaining quantities
recovered will be greater or less than the best estimate. If probabilistic
methods are used, there should be a 50 percent probability that the quantities
recovered will equal or exceed the best estimate. For further information:

Pade Durotoye Chief Executive Officer Oando Energy Resources Inc.
pdurotoye@oandoenergyresources.com +1-403-561-1713 +44(0)7515-053-795

Tokunboh Akindele Head, Investor Relations Oando Energy Resources Inc.
takindele@oandoenergyresources.com +1-403-560-7450 +44(0)7957-154-659
Website: http://www.oandoenergyresources.com

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