Oando Energy Resources Secures Funding for Acquisition of Nigerian Upstream Oil and Gas Business of ConocoPhillips

 Oando Energy Resources Secures Funding for Acquisition of Nigerian Upstream
                    Oil and Gas Business of ConocoPhillips

  PR Newswire

  CALGARY, Alberta, February 1, 2014

CALGARY, Alberta, February 1, 2014 /PRNewswire/ --

- All $ are US

Oando Energy Resources Inc. (" Oando Energy Resources " or the " Company ")
(TSX: OER), a company focused on oil and gas exploration and production in
Nigeria, today announced that, further to its press releases dated December
20, 2012, September 16, 2013 and November 28, 2014, it has, subject to,
amongst other things, TSX approval, secured funding for the closure of the
acquisition of the Nigerian Upstream Oil and Gas Business of ConocoPhillips
(NYSE: COP) (the " ConocoPhillips Acquisition ").

The Company currently estimates that the net purchase price payable to
complete the ConocoPhillips Acquisition will be approximately US$1.05 billion
(after deducting payment of the US$450 million deposit previously paid, an
additional US$50 million to be paid and giving effect to expected adjustments
as of the Outside Date) (" Net Purchase Price "). Oando Energy Resources
expects to fund payment of the Net Purchase Price using:

           funds from the corporate facility and reserve-based loan agreement
    i.     with third party lenders, as announced today [January 31, 2014];
           proceeds from the proposed private placement of units of the
           Company, subject to approval by the Toronto Stock Exchange ("TSX"),
    ii.    as announced on January 28, 2014; and
           a convertible loan from Oando Plc, the 94.6% shareholder of the
    iii.   Company, subject to, amongst other things, TSX approval.

Pursuant to an amendment agreement executed with ConocoPhillips earlier today,
Oando Energy Resources and ConocoPhillips agreed to extend the outside date
for completion of the ConocoPhillips Acquisition from January 31, 2014 to
February28,2014 (" Outside Date "). As part of this agreement, OER will pay
an additional US$50 million towards the Acquisition for a total deposit of
US$500 million.

Closing of the ConocoPhillips Acquisition remains subject to satisfaction of
closing conditions, including the anticipated consent of the Honourable
Minister of Petroleum Resources in Nigeria.

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, 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 through the SEDAR
website ( 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.

For further information:

Contact 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

Jeremy Dietz/David Feick Investor Relations +1-403-218-2833
jdietz@tmxequicom.com dfeick@tmxequicom.com


 
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