Lion Energy has entered into a non-binding letter of intent with Africa Oil, which sets out the basic terms and conditions pursuant to which Africa Oil proposes to acquire all of the issued and outstanding common shares of Lion Energy. Under the letter of intent the parties will negotiate and enter into a definitive agreement pursuant to which Africa Oil will acquire Lion Energy, by way of a plan of arrangement. The letter of intent provides that each share of Lion Energy will be exchanged for 0.2 shares of Africa Oil. The Company currently has 86,118,177 common shares issued and outstanding, 2,580,000 share options with a weighted average exercise price of $0.16 per share, and 11,445,000 warrants. The Company is also obligated to issue up to 50,000 common shares in another, unrelated transaction. It is proposed that each warrant will be exchanged into an equivalent number of warrants of Africa Oil, adjusted for 0.2:1 ratio noted above.
Lion is presently a joint venture partner of Africa Oil in Kenya and Puntland (Somalia) with respect to the following Blocks:
In addition to the above properties, Lion has cash, cash receivables and tradable securities with an approximate aggregate value of $30,352,336.
Assuming satisfactory completion of due diligence, it is anticipated that the definitive arrangement agreement will be entered into by March 25, 2011. The definitive agreement will provide for conditions precedent that are standard for a transaction of this nature, including receipt of all regulatory, partner and third party approvals, TSX Venture Exchange approval and approval by Lion Energy's shareholders. Lock-up agreements have been entered into between Africa Oil and the Company's directors and certain of its principal shareholders who hold, in aggregate, 29.23% of the issued and outstanding common shares of Lion Energy.
Lion Energy has engaged Haywood Securities Inc. as its financial advisor in respect of the proposed transaction.
John Nelson, the Company's President and CEO, said: "The plan of arrangement with Africa Oil will expose our shareholders to a greater number of highly prospective east African exploration blocks with much higher working interests, partners with very strong technical teams and long term financial capability. Africa Oil has a seasoned management team and sufficient capital to fund additional exploration opportunities and development programs in the event of a discovery."
Keith Hill, Africa Oil's President and Chief Executive Officer, commented, "The acquisition of Lion consolidates our interest 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."
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