Oando Energy Resources Closes Private Placement and Converts Loan

      Oando Energy Resources Closes Private Placement and Converts Loan

  PR Newswire

  CALGARY, Alberta, February 27, 2014

CALGARY, Alberta, February 27, 2014 /PRNewswire/ --

Oando Energy Resources Inc. (" Oando Energy Resources " or the " Company ")
(TSX:OER), a company focused on oil and gas exploration and production in
Nigeria, is pleased to announce it has closed its previously announced private
placement of units (the " Private Placement ") for proceeds of US$50,000,000.
In addition, the Company converted to equity amounts outstanding under the
US$1.2 billion facility agreement dated 10 February with Oando Plc (the "
Oando Loan ") (the " Conversion ").

The Offering

Under the Private Placement, the Company issued 35,070,063 common shares (the
" Common Shares ") and 17,535,031 common share purchase warrants (the "
Warrants ") for gross proceeds of US$50,000,000 (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 the COP Acquisition (as defined below). If, after a period of
six months from the closing of the COP Acquisition, the closing price of
common shares of the Company on the Toronto Stock Exchange (" TSX ") is
greater than C$3.50 for a period of at least 10 consecutive trading days, the
Warrants will expire within 30 days. The securities issued are subject to a
hold period, which will expire on June 27, 2014.

It is anticipated that the proceeds of the Offering will be used by the
Company to satisfy a portion of the purchase price for the proposed
acquisition by the Company of the Nigerian upstream oil and gas business of
ConocoPhillips (the " COP Acquisition "). The Private Placement was negotiated
at arm's length.

The Loan Conversion

Further to its press release of February 10, 2014, OER has issued 432,565,768
Units to Oando Resources Limited, a wholly-owned subsidiary of Oando Plc, as
repayment of principal and interest outstanding under the Oando Loan. The
Units have the same terms as the Units issued pursuant to the Private
Placement. Prior to the completion of the Private Placement and the
Conversion, Oando Plc directly owned, and exercised control or direction over,
100,339,052 Common Shares, representing 94.6% of the Company's issued and
outstanding Common Shares. As a result of the completion of the Private
Placement and the Conversion, Oando Plc currently beneficially owns, or
exercises control or direction over, 532,904,820 Common Shares, representing
92.9% of the Company's issued and outstanding Common Shares. Assuming exercise
of the warrants issued to Oando Plc in connection with the Conversion, Oando
Plc would beneficially own, or exercise control or direction over, 749,187,704
Common Shares, representing 94.8% of the Company's issued and outstanding
Common Shares; however, Oando Plc is restricted from exercising any warrants
that would result in its ownership of the Company exceeding 94.6%.

A copy of the early warning report required to be filed with the applicable
securities commissions in connection with the Conversion will be available for
viewing at http://www.sedar.com or can be obtained by contacting Ayotola
Jagun, Chief Compliance Officer & Company Secretary of Oando Plc, by email at
ajagun@oandoplc.com or by telephone on +234-806-9806190.

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 ( 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.

For further 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
 
Press spacebar to pause and continue. Press esc to stop.