Africa Oil Corp.

Africa Oil Corp.

June 21, 2011 09:00 ET

Africa Oil Completes Acquisition of Lion Energy

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 21, 2011) - Africa Oil Corp. (TSX VENTURE:AOI)(OMX:AOI) ("Africa Oil" or "the Company") is pleased to announce that it has completed the acquisition of all of the issued and outstanding common shares of Lion Energy Corp. (TSX VENTURE:LEO) ("Lion"), a publicly traded oil and gas company listed on the TSX Venture Exchange. Pursuant to an acquisition agreement previously announced April 3, 2011, Africa Oil acquired all of the issued and outstanding shares of Lion in consideration of 0.2 Africa Oil shares for each common share of Lion. Under these terms, Africa Oil issued 17,462,447 common shares to complete the acquisition. In addition, outstanding options to acquire common shares of Lion will be exchanged for options to acquire 287,250 Africa Oil shares, issued pursuant to the terms of the Africa Oil stock option plan, and outstanding warrants to acquire Lion shares have been amended to provide for the issuance of 2,289,000 shares of Africa Oil upon exercise. In each case the exercise price and number of shares to be acquired has been adjusted to account for the exchange ratio of 0.2 Africa Oil shares for 1 Lion shares.

The acquisition was approved by the Lion shareholders at a special shareholders meeting held on June 8, 2011, with 99.96% of the votes cast being voted in favour of the acquisition, and by the Supreme Court of British Columbia on June 9, 2011. Trading in the common shares of Lion will be halted by the TSX Venture Exchange before markets open on Tuesday, June 21, 2011.

Lion's registered shareholders will be able to exchange their Lion shares for common shares of Africa Oil by completing a Letter of Transmittal and delivering it to Computershare Investor Services Inc. Because of the current postal disruption, the Letter of Transmittal, together with instructions for completing and delivering the completed Letter of Transmittal, are available on Africa Oil's website Lion's registered shareholders are encouraged to download the Letter of Transmittal, complete it and return it to Computershare as soon as possible to avoid delays in receiving the Africa Oil common shares.

Lion was a farm in partner with Africa Oil in Blocks 9 and 10BB in Kenya, and in the production sharing contracts for the Dharoor Valley Exploration Area and the Nugaal Valley Exploration Area in Puntland (Somalia). As a result of the completion of the acquisition of Lion, Africa Oil's direct and indirect interest in Blocks 9 and 10BB has increased to 100% and 50% respectively, and its interest in each of the Puntland (Somalia) production sharing contracts has increased to 60%.

Keith Hill, Africa Oil's President and Chief Executive Officer commented, "The acquisition of Lion consolidates our interests in the East African rift basins in Kenya and Puntland (Somalia). The cash portion of the deal will further strengthen our balance sheet to allow us to fully fund the upcoming aggressive exploration drilling campaign."

Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya, Ethiopia and Puntland (Somalia). Africa Oil's East African holdings are in within a world-class exploration play fairway with a total gross land package in this prolific region in excess of 300,000 square kilometers. The East African Rift Basin system is one of the last of the great rift basins to be explored. New discoveries have been announced on all sides of Africa Oil's virtually unexplored land position including the major Albert Graben oil discovery in neighbouring Uganda. Similar to the Albert Graben play model, Africa Oil's concessions have older wells, a legacy database, and host numerous oil seeps indicating a proven petroleum system. Good quality existing seismic show robust leads and prospects throughout Africa Oil's project areas. The Company is listed on the TSX Venture Exchange and on First North at NASDAQ OMX-Stockholm under the symbol "AOI".


Certain statements made and information contained herein constitute "forward-looking information" (within the meaning of applicable Canadian securities legislation). Such statements and information (together, "forward looking statements") relate to future events or the Company's future performance, business prospects or opportunities. Forward-looking statements include, but are not limited to, statements with respect to estimates of reserves and or resources, future production levels, future capital expenditures and their allocation to exploration and development activities, future drilling and other exploration and development activities, ultimate recovery of reserves or resources and dates by which certain areas will be explored, developed or reach expected operating capacity, that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

All statements other than statements of historical fact may be forward-looking statements. Statements concerning proven and probable reserves and resource estimates may also be deemed to constitute forward-looking statements and reflect conclusions that are based on certain assumptions that the reserves and resources can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect, "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws. These forward-looking statements involve risks and uncertainties relating to, among other things, changes in oil prices, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government or other regulatory approvals, actual performance of facilities, availability of financing on reasonable terms, availability of third party service providers, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements.


Keith C. Hill, President and CEO

Africa Oil's Certified Advisor on First North is E. Öhman J:or Fondkommission AB.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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