Oando Energy Resources closes private placement and converts loan

Oando Energy Resources closes private placement and converts loan 
CALGARY, Feb. 27, 2014 /CNW/ - 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 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 (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.

SOURCE  Oando Energy Resources Inc. 
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 
To view this news release in HTML formatting, please use the following URL: 
CO: Oando Energy Resources Inc.
ST: Alberta
-0- Feb/27/2014 13:39 GMT
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