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:  http://www.newswire.ca/en/releases/archive/February2014/27/c7835.html  CO: Oando Energy Resources Inc. ST: Alberta NI: OIL PVT LOAN MNA NEWSTK