|Africa Oil completes Lion Energy acquisition|
2011-06-21 07:17 MT - News Release
Also News Release (C-LEO) Lion Energy Corp
Mr. Keith Hill reports
AFRICA OIL COMPLETES ACQUISITION OF LION ENERGY
Africa Oil Corp. has completed the acquisition of all of the issued and outstanding common shares of Lion Energy Corp., a publicly traded oil and gas company listed on the TSX Venture Exchange. Pursuant to an acquisition agreement previously announced April 3, 2011, Africa Oil acquired all of the issued and outstanding shares of Lion in consideration of 0.2 Africa Oil share for each common share of Lion. Under these terms, Africa Oil issued 17,462,447 common shares to complete the acquisition. In addition, outstanding options to acquire common shares of Lion will be exchanged for options to acquire 287,250 Africa Oil shares, issued pursuant to the terms of the Africa Oil stock option plan, and outstanding warrants to acquire Lion shares have been amended to provide for the issuance of 2,289,000 shares of Africa Oil upon exercise. In each case the exercise price and number of shares to be acquired has been adjusted to account for the exchange ratio of 0.2 Africa Oil share for one Lion share.
The acquisition was approved by the Lion shareholders at a special shareholders meeting held on June 8, 2011, with 99.96 per cent of the votes cast being voted in favour of the acquisition, and by the Supreme Court of British Columbia on June 9, 2011. Trading in the common shares of Lion will be halted by the TSX-V before markets open on Tuesday, June 21, 2011.
Lion's registered shareholders will be able to exchange their Lion shares for common shares of Africa Oil by completing a letter of transmittal and delivering it to Computershare Investor Services Inc. Because of the current postal disruption, the letter of transmittal, together with instructions for completing and delivering the completed letter of transmittal, are available on Africa Oil's website. Lion's registered shareholders are encouraged to download the letter of transmittal, complete it and return it to Computershare as soon as possible to avoid delays in receiving the Africa Oil common shares.
Lion was a farm-in partner with Africa Oil in blocks 9 and 10BB in Kenya, and in the production sharing contracts for the Dharoor Valley exploration area and the Nugaal Valley exploration area in Puntland (Somalia). As a result of the completion of the acquisition of Lion, Africa Oil's direct and indirect interest in blocks 9 and 10BB has increased to 100 per cent and 50 per cent, respectively, and its interest in each of the Puntland (Somalia) production sharing contracts has increased to 60 per cent.
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."
We seek Safe Harbor.