Exile Resources Inc.
TSX VENTURE : ERI

Exile Resources Inc.

July 18, 2012 09:30 ET

Exile Resources Inc. Announces Closing Date for Proposed Acquisition

TORONTO, ONTARIO--(Marketwire - July 18, 2012) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Exile Resources Inc. ("Exile") (TSX VENTURE:ERI) is pleased to announce that it has set a closing date of July 24, 2012 for the proposed acquisition by Exile of the upstream exploration and production division of Oando PLC ("Oando") (the "Acquisition"), and certain related matters (collectively, the "Restructuring").

As previously announced, Exile proposes to undertake a series of transactions in connection with the Restructuring pursuant to a plan of arrangement (the "Arrangement") which involves, among other matters:

(a) the consolidation of all of the outstanding common shares ("Common Shares") of Exile on the basis of one new Common Share (the "post-Consolidated Common Shares") for every 16.28 old Common Shares then outstanding (the "Consolidation");
(b) the issuance to the shareholders of Exile of record as of the close of business on July 24, 2012 of two share purchase warrants of Exile for every 16.28 Common Shares of Exile held immediately prior to the Arrangement, one share purchase warrant exercisable to acquire one post Consolidated Common Share of Exile at an exercise price of Cdn$1.50 per share for a period of 12 months (the "Cdn$1.50 warrants"), and the second share purchase warrant exercisable to acquire one post Consolidated Common Share of Exile at an exercise price of Cdn$2.00 per share for a period of 24 months (together with the Cdn$1.50 warrants, the "Warrants");
(c) the change of name of Exile to "Oando Energy Resources Inc." ("OER"); and
(d) the appointment of two additional directors to the board of directors of Exile - Messrs. Omamofe Boyo and Olapade Durotoye.

As consideration for the Acquisition, Exile will issue 100,339,052 post-Consolidated Common Shares to Oando Plc. In addition, in connection with the Acquisition, Mr. Jubril Adewale Tinubu will be appointed as a new director and Chairman of Exile at closing of the Restructuring.

Exile has received conditional approval for the listing of the post-Consolidated Common Shares and the Warrants on the Toronto Stock Exchange under the symbol "OER". Listing is subject to OER fulfilling all of the listing requirements of the TSX.

OER expects to have initial production of 4,200 barrels of oil per day and is in the process of bringing additional production on stream and booking incremental reserves in the near future.

For further details of the Reorganization, please refer to the management information circular of Exile dated as of November 28, 2011 and the press releases of Exile dated December 29, 2011; January 3, 2012; and January 30, 2012, all as available on SEDAR at www.sedar.com. The Restructuring remains subject to the final approval by the Toronto Stock Exchange.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Exile and Oando, including, but not limited to, potential delays in the closing of the Reorganization, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

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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