October 16, 2013 (AOI–TSXV, AOI–NASDAQ OMX First North) … Africa Oil Corp. (“Africa Oil” or the “Company”) reports that it has agreed to sell, on a brokered, private placement basis, an aggregate of up to 56,505,217 common shares at a price of SEK 51.75 (Cdn $8.25(1) equivalent), per share for gross proceeds of up to SEK 2,924,144,980 or US $ 450,000,000 equivalent (the “Offering”).
The common shares will be placed on a best efforts basis by a syndicate comprising of Citigroup Global Markets Limited, Dundee Securities Europe LLP and Pareto Securities AS, who together will act as joint bookrunners (the “Joint Bookrunners”).
Net proceeds of the private placement will be used to fund the Company’s future exploration, appraisal and development program in East Africa, as well as for corporate development and general working capital purposes.
The Company has received substantial support for the Offering from both existing shareholders and new institutional investors.
An application will be made to the TSX Venture Exchange (the “TSXV”) for approval of the Offering and the new shares will be listed on NASDAQ OMX First North Stockholm. Closing of the Offering is subject to regulatory approval and certain other customary conditions including, but not limited to, the execution of a definitive agency agreement between the Company and the Joint Bookrunners. Closing of the Offering is expected to occur on or about October 28, 2013, or such other dates as the Company and the Joint Bookrunners may agree.
Common shares issued to Canadian residents will be subject to resale restrictions under Canadian securities laws for a period of four months plus one day from the date of the closing of the Offering. Subject to applicable securities laws, common shares issued to residents outside of Canada pursuant to the Offering may not be sold, transferred or otherwise disposed of on the TSXV or, except pursuant to an exemption from prospectus requirements under Canadian securities laws, to any person in Canada or otherwise into Canada for a period of four months plus one day from the date of the closing of the Offering.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
(1) Based on Bloomberg time stamp exchange rates as at 4pm BST October 15, 2013 as follows: USD SEK 6.4981 CAD SEK 6.2682
About Africa Oil
Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya and Ethiopia as well as Puntland (Somalia) through its 45% equity interest in Horn Petroleum Corporation. Africa Oil's East African holdings are within a world-class exploration play fairway with a total gross land package in this prolific region in excess of 250,000 square kilometers. The East African Rift Basin system is one of the last of the great rift basins to be explored. Four new significant discoveries have been announced in the Northern Kenyan basin in which the Company holds a 50% interest along with operator Tullow Oil plc. The Company is listed on the TSX Venture Exchange and on First North at NASDAQ OMX-Stockholm under the symbol "AOI".
Forward Looking Statements
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.
ON BEHALF OF THE BOARD
“Keith C. Hill” President and CEO
For further information, please contact: Sophia Shane, Corporate Development (604) 689-7842.
Africa Oil’s Certified Advisor on NASDAQ OMX First North Stockholm is Pareto Securities 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.
The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law.
The Joint Bookrunners are acting solely for the Company and no one else and will not be responsible for providing the protections afforded to customers of the Joint Bookrunners nor for providing advice in relation to the transaction.
The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction.
No action has been taken by the Company or the Joint Bookrunners or any of their respective affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
In member states of the European Economic Area (“EEA”) that have implemented the Prospectus Directive, this announcement and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant EEA member state), and includes any relevant implementing measure in the relevant EEA member state and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Any person in the EEA who acquires the securities in any offer (an “investor”) or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would resulting a requirement for publication by the Company or the Joint Bookrunners of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company and the Joint Bookrunners and any of their respective affiliates, and others will rely upon the truth and accuracy of the foregoing representations and agreements.
