Africa Oil Corp.

Africa Oil Corp.

April 03, 2011 21:59 ET

Africa Oil Signs Definitive Agreement for Acquisition of Lion Energy, Further Consolidating Its Interest in the East African Rift Basins

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 3, 2011) - (TSX VENTURE:AOI)(OMX:AOI) … Africa Oil Corp. ("Africa Oil" or "the Company") is pleased to announce that, further to its March 8, 2011 news release, it has signed a definitive agreement with Lion Energy Corp. (TSX VENTURE:LEO)("Lion"), a publicly traded oil and gas company listed on the TSX Venture Exchange, to acquire all of the issued and outstanding shares of Lion.

Pursuant to the agreement with Lion, Africa Oil will acquire, by way of a plan of arrangement, all of the issued and outstanding shares of Lion in consideration for 0.20 Africa Oil shares for each common share of Lion. Any options or warrants to purchase common shares of Lion that are outstanding on completion of the acquisition will be replaced or amended to entitle the holder to acquire common shares of Africa Oil, with the number of shares to be acquired and the exercise price each adjusted to reflect the ratio of 0.20 shares of Africa Oil for each 1.0 share of Lion.

Lion is a joint venture partner of Africa Oil in Kenya and Puntland (Somalia). Working interests on the Blocks in which Africa Oil and Lion are joint venture partners are as follows:

Block Lion Africa Oil Others
Block 9 (Kenya) 33.3% 66.7%  
Block 10BB (Kenya) 10% 40% 50%
Dharoor Valley (Puntland) 15% 45% 40%
Nugaal Valley (Puntland) 15% 45% * 40%
* Subject to Africa Oil fulfilling its sole funding obligation to Range Resources Ltd.

In addition to the above oil and gas interests, Lion estimates the current value of its cash, accounts receivables and investments in marketable securities at approximately CAD$29 million.

A meeting of Lion shareholders, to approve the transaction, is planned to be held in June 2011 and, assuming shareholder approval, the transaction is expected to close shortly thereafter. Lockup agreements have been signed with Lion shareholders, including the Board of Directors, representing 29.23% of the issued and outstanding shares. The transaction is subject to certain conditions precedent including TSX Venture Exchange, court and Kenyan and Puntland Government approvals and any requisite third-party consents and right of first refusal waivers.

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 350,000 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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