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Oando Energy Resources completes private placement and converts amounts owing under a US$1.2 billion convertible loan from Oando plc

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Oando Energy Resources Inc.

Fasken Martineau advised TSX listed Oando Energy Resources Inc. (“OER”), a company focused on oil exploration and production in Nigeria, on its private placement of units for proceeds of US$50 million. OER plans to use the proceeds of the Offering to partially fund the purchase price for its proposed acquisition of the Nigerian upstream oil and gas business of ConocoPhillips (“COP Acquisition”). Under the private placement, OER issued 35,070,063 common shares and 17,535,031 common share purchase warrants at a price of C$1.57 per unit. Each warrant entitles the holder thereof to acquire one common share of OER 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. If, after a period of six months from the closing of the COP Acquisition, the closing price of common shares of OER on the Toronto Stock Exchange is greater than C$3.50 for a period of at least 10 consecutive trading days, the warrants will expire within 30 days. Concurrent with the private placement, OER converted to equity amounts outstanding under a US$1.2 billion convertible loan facility agreement with Oando Plc, on the same terms as the securities issued pursuant to the private placement. Fasken Martineau drafted all documentation and advised on Canadian securities law matters and English banking law issues. The team was led by Abayomi Akinjide (corporate) and included Al Gourley (corporate), Jodi Katz (corporate), Vanessa McMinn (corporate) and Vhari Storwick (corporate).

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