Exile Resources Inc. Announces Results of Special Meeting of Shareholders
Exile Resources Inc. ("Exile") (TSX VENTURE:ERI) is pleased to announce that it has received the requisite shareholder approval of all matters which were voted upon at the special meeting of shareholders of Exile held on December 29, 2011 (the "Meeting"), all as further set forth below.
Reduction in Stated Capital and Arrangement
As set forth in the management information circular of Exile dated as of November 28, 2011 (the "Circular"), Exile proposes to undertake a series of transactions pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Arrangement") which involves:
(a) the consolidation of all of the outstanding common shares ("Common Shares") of Exile on the basis of one (1) "new" Common Share for every approximate 16.28 "old" Common Shares then outstanding (the "Consolidation");
(b) the issuance to the shareholders of Exile of two (2) share purchase warrants of Exile for every approximate 16.28 Common Shares of Exile held immediately prior to the Arrangement, one such share purchase warrant being exercisable to acquire one Common Share of Exile (calculated on a post-Consolidation basis) at an exercise price of Cdn$1.50 per share for a period of 12 months, and the second such share purchase warrant being exercisable to acquire one Common Share of Exile (calculated on a post-Consolidation basis) at an exercise price of Cdn$2.00 per share for a period of 24 months;
(c) the change of name of Exile from "Exile Resources Inc." to "Oando Energy Resources Inc.";
(d) the appointment of two additional directors to the board of directors of Exile - Messrs. Omamofe Boyo and Olapade Durotoye; and
(e) the reduction of the stated capital of the issued and outstanding Common Shares of Exile (on a post-Consolidation basis) to Cdn$1.00 without any distribution to the shareholders of Exile.
At the Meeting, requisite shareholder approval of the Arrangement was received, as well as approval to reduce the stated capital in respect of the Common Shares of Exile to Cdn$3,000,000 immediately prior to the effective time of the Arrangement, without any payment to shareholders and with the amount of such reduction being added to contributed surplus of Exile.
Following the Meeting, the Ontario Court of Superior Justice granted a final order approving the Arrangement.
Business Combination with Oando Plc
As previously announced, Exile has entered into a definitive master agreement dated as of September 27, 2011 (the "Master Agreement"), as amended, with Oando PLC ("Oando") providing for the acquisition (the "Acquisition") by Exile of all of the issued and outstanding shares and membership interests of certain wholly-owned subsidiaries of Oando which, in turn, hold certain assets of the upstream exploration and production division of Oando. As partial consideration for the Acquisition, Exile shall issue 100,339,052 Common Shares to Oando (as calculated on a post-Consolidation basis). At the Meeting, requisite shareholder approval of the Acquisition was received. In addition, in connection with the Acquisition, Mr. Jubril Adewale Tinubu will be appointed as a new director and the Chairman of Exile, with such appointment to take effect on closing of the Acquisition, all pursuant to the terms and conditions of the Master Agreement.
New Stock Option Plan
The shareholders of Exile approved the termination of the existing stock option plan and the adoption of a new stock option plan for Exile (the "New Option Plan"). Under the New Option Plan the maximum number of Common Shares reserved for issuance upon exercise of stock options together with all security based compensation arrangements is 10% of the issued and outstanding Common Shares of Exile from time to time. Options may only be issued to directors, officers, employees and other service providers of Exile, all as further set out in the Circular.
New By-Law No. 4
The shareholders of Exile approved the adoption of By-Law No. 4 of Exile, which amends the existing by-laws of Exile to (i) provide that in the event of an equality of votes cast by directors of Exile at a meeting of the Exile board of directors, the chair of such meeting shall have a casting vote; and (ii) remove from the existing by-laws of Exile the provision that states that in the event of an equality of votes at a meeting of Exile shareholders, the chair of such meeting shall not have a casting vote.
General
In addition, Exile announces that an amendment to the Master Agreement has been entered into between Exile and Oando which provides for an extension of the termination date for the completion of the Acquisition and related matters from December 31, 2011 to January 31, 2012.
Completion of the Arrangement, the Acquisition and related matters (collectively, the "Restructuring") is subject to a number of conditions, including the approval of the TSX Venture Exchange and Toronto Stock Exchange and other regulatory approvals. The Restructuring cannot close until all required regulatory approvals are obtained. There can be no assurance that the Restructuring will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the proposed Restructuring may not be accurate or complete and should not be relied upon. Trading in the securities of Exile should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed Restructuring and has neither approved nor disapproved the contents of this press release.
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, 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.
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