May 1, 2015 (AOI-TSX, AOI-Nasdaq Stockholm) … Africa Oil Corp. (“Africa Oil” or the “Company) is pleased to announce that it has entered into an investment agreement with Stampede Natural Resources S.a.r.l. (“Stampede”), an entity owned by a fund advised by Helios Investment Partners LLP (“Helios”), to sell, on a non-brokered private placement basis, 52,623,377 of its common shares at a price of CAD $2.31 for gross proceeds of CAD $121,560,000 (US $100 million(1)). Upon completing, Stampede would own approximately 12.37% of the issued and outstanding common shares of the Company.
Helios is an Africa-focused investment firm. The Company has agreed that its participation will entitle Stampede to nominate one non-executive director to the board of Africa Oil. In addition, the Company has granted certain rights to Stampede including the right to participate for its pro-rata share in future financings.
Net proceeds of the private placement will be used towards the Company’s ongoing appraisal and development work program in East Africa.
An application will be made to the Toronto Stock Exchange (the "TSX") for approval of the private placement and the new shares will be admitted to listing on Nasdaq Stockholm following registration of an admittance to trading prospectus with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The closing of the financing is subject to regulatory approval and certain other customary conditions. The Company expects the closing to occur on or around May 29, 2015.
Keith Hill, President and CEO of Africa Oil, commented, “We are very pleased to have been able to attract a large investor with the credentials and reputation of Helios into the Company which we consider as a strong endorsement of the Lokichar Basin project, despite the current oil price downturn. This relationship will not only be of short term benefit by strengthening our balance sheet and allowing us to continue with drilling operations and pre-development work, but also has the potential to provide a core investor as the development project progresses.”
Andy Bartlett, Oil and Gas Partner at Helios commented, "Helios is delighted to invest in Africa Oil Corp, a company we consider to have one of the best management teams in the exploration and production sector. This is a flagship transaction for the firm to help develop Kenya's nascent petroleum sector. The capital is being deployed to further this exciting project which we consider to be world class in terms of potential. It has all the right characteristics for the sector in a lower oil price environment."
Babatunde Soyoye, founding Partner of Helios added, "This deal is a perfect example of Helios' differentiated strategy. It is our fourth oil and gas platform company making us the most active private equity group in African oil and gas. It combines both our oil and gas industry expertise, and our deep African knowledge. Kenya is one of the fastest growing economies in Africa and Helios is one of the largest foreign investors in the country.
The common shares issued in the financing 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 financing.
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.
About Africa Oil Corp.
Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya and Ethiopia as well as Puntland (Somalia) through its equity interest in Africa Energy Corp. The Company is listed on the Toronto Stock Exchange and on Nasdaq Stockholm under the symbol "AOI".
About Helios
Helios Investment Partners LLP is an Africa-focused investment firm managing funds totalling over $3 billion. Helios’ diverse LP base comprises a broad range of the world’s leading investors, including sovereign wealth funds, corporate and public pension funds, endowments and foundations, funds of funds, family offices and development finance institutions across the US, Europe, Asia and Africa. Established in 2004, led and managed by a predominantly African team and based in London, Lagos and Nairobi, Helios has completed investments in countries across the African continent, including Nigeria, Ghana, Kenya, Tanzania, Angola, South Africa and Morocco. Helios’ portfolio companies operate in more than 35 countries in all regions of the continent. Helios bridges international capital and know-how to African talent and enterprise. The firm has a record of successful investment in businesses from start-ups to large corporate carve-outs, building African market leaders in core economic sectors and driving strong returns via portfolio operations. Further details on Helios Investment Partners can be found at: www.heliosinvestment.com.
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.
