Oando Energy Resources Reduces Debt by US$98 Million Through Conversion of Oando Plc Loan to Equity

  Oando Energy Resources Reduces Debt by US$98 Million Through Conversion of
                           Oando Plc Loan to Equity

  PR Newswire

  CALGARY, Alberta, August 21, 2014

CALGARY, Alberta, August 21, 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 the conversion to equity of principal and
interest in the amount of US$ 98 million, outstanding under the US$ 1.2
billion facility agreement dated 10 February, 2014 with Oando Plc (the " Oando
Loan ") (the " Conversion "). US$ 41 million of principal remains outstanding
under the Oando Loan and an aggregate principal amount of approximately US$
292 million remains available to be drawn under the Oando Loan.

OER has issued 68,144,115 units (the " Units ") to Oando Resources Limited ("
Oando Resources "), a subsidiary of Oando Plc, as repayment of amounts
outstanding under the Oando Loan at a conversion price of C$1.57 per Unit.
Each Unit consists of one common share of the Company (a " Common Share ") and
one-half of one warrant to purchase an additional Common Share at a price of
CAD$ 2.00 per Common Share (each whole common share purchase warrant being a "
Warrant ") up until 30 July 2016, a 24 month period from which the Company
closed the acquisition of the Nigerian upstream oil and gas business of
ConocoPhillips. The terms of the Units, other than the denomination of the
conversion price and exercise price in United States dollars, have the same
terms as the Units issued to third party investors and Oando Resources on
previous tranches.

Prior to the completion of the Conversion, Oando Plc owned, and exercised
control or direction over, 677,963,723 Common Shares, representing
approximately 93.2% of the issued and outstanding Common Shares. As a result
of the Conversion, Oando Plc currently beneficially owns, or exercises control
or direction over, 746,107,838 Common Shares, representing approximately 93.8%
of the issued and outstanding Common Shares. Assuming exercise of the Warrants
and warrants previously issued to Oando Plc on previous tranches of the loan,
Oando Plc would beneficially own, or exercise control or direction over,
1,071,500,708 Common Shares, representing approximately 95.6% 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%.

Amounts owing under the Oando Loan in the future may be converted into Units
at one or more prices to be determined in accordance with the pricing
mechanism described in OER's press release dated February 10, 2014.

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, successful and timely integration of the
business, subsidiaries and assets acquired from ConocoPhillips, 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 under the Company's
profile on SEDAR website ( http://www.sedar.com ). 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 Chief Executive Officer 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

David Feick Investor Relations +1-403-218-2833 dfeick@tmxequicom.com
 
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