AOG Upstream BV

March 11, 2015 16:51 ET

The Addax and Oryx Group Grants a US$100 Million Loan to Oryx Petroleum and Acquires Warrants to Purchase Additional Shares of Oryx Petroleum

VALETTA, MALTA and BREDA, THE NETHERLANDS--(Marketwired - March 11, 2015) - AOG International Holdings Limited, a wholly owned subsidiary of The Addax and Oryx Group PLC (the "Lender") announces that it has committed to provide funding to a subsidiary of Oryx Petroleum Corporation Limited (the "Corporation") in the form of an unsecured credit facility in the principal amount of US$100,000,000, consisting of two equal tranches of US$50,000,000, pursuant to a loan agreement (the "Loan Agreement") dated March 11, 2015. Pursuant to the Loan Agreement, the Lender or any of its nominees may acquire ownership of and control over up to 12,000,000 warrants (the "Warrants") of the Corporation, with each Warrant entitling the Lender or its nominee to acquire ownership of and control over one common share (a "Common Share") in the capital of the Corporation at an exercise price equal to a 10% premium to the 10-day historical volume weighted average price (VWAP) of the Common Shares traded on Toronto Stock Exchange at the time of issue of such Warrant (subject to customary anti-dilution adjustments).

The Lender has nominated AOG Upstream BV, a wholly-owned subsidiary of The Addax and Oryx Group PLC, to be the holder of the Warrants.

Consequently, pursuant to the early warning requirements of applicable Canadian securities laws, AOG Upstream BV (the "Offeror") announces its acquisition of additional securities of the Corporation.

Pursuant to the Loan Agreement (i) 1,000,000 of the Warrants were issued to the Offeror on the date of the Loan Agreement, (ii) 7,000,000 of the Warrants will be issued to the Offeror on the date of the first advance under the Loan Agreement and (iii) 4,000,000 of the Warrants will be issued to the Offeror on the date of the second advance under the Loan Agreement. The Warrants will expire 36 months from the date of their issue.

The Addax and Oryx Group PLC and its affiliates, including the Offeror, own and/or control 90,859,012 Common Shares in the capital of the Corporation representing approximately 75% of the Corporation's outstanding Common Shares on a fully diluted basis. If the Corporation draws down the full US$100 million under the Loan Agreement and if the Offeror exercises the full 12 million Warrants, The Addax and Oryx Group PLC and its affiliates, including the Offeror, will own and/or control 102,859,012 Common Shares in the capital of the Corporation representing approximately 77% of the Corporation's outstanding Common Shares on a fully diluted basis.

The Offeror may, depending on market and other conditions, exercise the Warrants for Common Shares in accordance with their terms and/or make additional investments in or dispositions of securities of the Corporation in the future through market transactions, private agreements or otherwise in accordance with the provisions of applicable legislation.

ABOUT THE ADDAX AND ORYX GROUP

The Addax and Oryx Group PLC was incorporated in 1987, with a focus on energy in Africa, and has evolved into a diversified investment group, known simply as AOG. AOG invests in three key areas: energy, commercial real estate and other capital investments. AOG's energy investments include: (i) Oryx Petroleum; (ii) an integrated trading and downstream platform, Oryx Energies, active in petroleum and refined products trading, refined products storage and distribution, and specialized products/services including LPG, lubricants, bitumen and bunkering, across sub-Saharan Africa; and (iii) Addax Bioenergy, a company developing a greenfield project to produce sugarcane bioethanol and "green" electricity from the biomass in Sierra Leone. AOG's real estate arm, AOG Real Estate, invests in commercial real estate properties in Western Europe and North America either directly, with partners or via specialized public equity funds. AOG Capital Investment focuses on generating higher returns than real estate, mainly through selected funds focusing on its preferred sectors and/or countries.

For additional information or to obtain a copy of the early warning report to be filed by AOG Upstream BV in connection with the foregoing, please contact:

Arnaud Talabardon, Group Chief Financial Officer
Tel: 0041 22 702 9000
Email: arnaud.talabardon@aoginvest.com

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