Centric Energy Corp. ("Centric" or "the Company") (TSX VENTURE:
CTE) has entered into an arrangement agreement with Africa Oil
Corp. ("Africa Oil" or "AOC") (TSX.V: AOI NASDAQ OMX: AOI) (the
"Arrangement") under which Africa Oil has agreed to acquire all of
the issued and outstanding common shares of Centric (the "Centric
Shares") by way of Plan of Arrangement under the Business
Corporations Act (British Columbia) (the "Transaction").
Summary of Transaction
Under the terms of the Transaction, each Centric shareholder
will receive 0.3077 of a common share of Africa Oil and C$0.0001 in
cash for each Centric Share held, which represents a premium of 71%
based on the 20-day volume weighted average trading prices of both
Africa Oil and Centric on the TSX Venture Exchange for the period
ended November 26, 2010.
The implied aggregate equity value of the Transaction is
approximately C$60 million on a fully-diluted basis, based on
92,303,103 Centric Shares outstanding and 5,700,000 Centric options
outstanding with exercise prices ranging from C$0.06 to C$0.35 per
Centric Share. Holders of Centric options who do not exercise their
options prior to the closing of the Transaction will have their
options cancelled. Upon completion of the Transaction, Centric
shareholders will own approximately 15% of the combined entity, on
a fully diluted basis, and Africa Oil shareholders will own
approximately 85% of the combined entity.
Africa Oil has received undertakings to vote in favour of the
Transaction from the directors of Centric in addition to certain
other shareholders of Centric who, in aggregate, beneficially own
or control an aggregate of approximately 43% of the Centric Shares
on a non-diluted basis.
Details of the Arrangement
The Transaction will be completed pursuant to a Plan of
Arrangement that requires the approval of at least two-thirds of
the votes cast, in person or by proxy, by the shareholders of
Centric at a special meeting to be called to consider the
Transaction. The closing of the Transaction is also subject to
receipt of regulatory, court and other approvals and other
customary conditions precedent, as well as the satisfactory
resolution of the court proceedings brought in the High Court in
Kitale, Kenya, by Interstate Petroleum Ltd. against the Permanent
Secretary in the Ministry of Energy, Kenya, relating to the valid
issuance of title to certain properties owned by AOC and Centric,
among others, as previously announced by AOC and Centric.
CIBC World Markets Inc. ("CIBC") acted as exclusive financial
advisor to Centric. CIBC also provided an opinion to the Board of
Directors of Centric to the effect that, as of the date thereof and
subject to certain assumptions, limitations and qualifications
contained therein, the consideration to be received by Centric
shareholders pursuant to the Transaction is fair, from a financial
point of view, to Centric shareholders.
The Board of Directors of Centric has concluded that the
Transaction is in the best interests of Centric and its
shareholders and has unanimously resolved to recommend that the
shareholders of Centric vote their shares in favour of the
Arrangement.
An Information Circular outlining the Transaction is expected to
be mailed to Centric shareholders prior to the end of January 2011,
with the special meeting expected to take place in February 2011,
with the closing of the Transaction to occur shortly
thereafter.
Highlights of the Combined Entity
The directors and management of Centric expect that the
combination of the two companies will benefit the existing
shareholders of Centric who will exchange their Centric shares for
the shares of Africa Oil, which will:
-- be a leading East African focused exploration company with the largest
exploration portfolio in Kenya that provides exposure to the highly
prospective East Africa rift basin trend and rift basins in Puntland
which are thought to be the extension of productive basins in Yemen
-- have a larger, more diversified exploration portfolio representing total
net contingent and prospective unrisked resources of 4,558 MMboe in
three east African countries and in Mali, central west Africa
-- have numerous high impact drilling targets in geological settings
analogous to the highly-productive basins of Uganda (Albertine basin),
south Sudan (Muglad and Melut basins) and Yemen
-- be in a strong financial position with currently available cash of
approximately C$50 million to fund the combined company's active
upcoming work and drilling program
-- have the potential to acquire additional East African opportunities
through its enhanced access to external financing sources
Settlement of disputes
In an unrelated matter, the Company reports that it has agreed
to issue a total of 300,000 common shares, for aggregate proceeds
of $36,000, to two persons in settlement of disputes relating to
the exercise of warrants previously issued by the Company.
About Centric Energy Corp.
Centric Energy Corp. is a Canadian oil and gas exploration
company with assets in Kenya and Mali. Centric focuses on
hydrocarbon exploration and production in opportunities in
sub-Saharan Africa, currently holding 8.5 million net acres through
one exploration license in Kenya and two exploration licenses in
Mali.
ON BEHALF OF CENTRIC ENERGY CORP.
Alec Robinson, President and Chief Executive Officer
BOEs may be misleading, particularly if used in isolation. A BOE
conversion ratio of 6 Mcf: 1bbl is based on an energy equivalency
conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of Canadian securities laws, including Canadian
Securities Administrators' National Instrument 51-102 Continuous
Disclosure Obligations. Forward-looking statements are commonly
identified by such terms and phrases as "would", "may", "will",
"expects" or "expected to" and other terms with similar meaning
indicating possible future events or actions or potential impact on
the businesses or shareholders of Africa Oil Corp. and Centric
Energy Corp. Such statements include, but are not limited to,
statements about the anticipated benefits, savings and synergies of
the business combination of Africa Oil and Centric, including
future financial and operating results. The plans, objectives,
expectations and intentions of the combined entity, the future
development of the combined company's business, and the
contingencies and uncertainties to which Africa Oil and Centric may
be subject and other statements that are not historical facts.
There is no assurance that the proposed transaction contemplated in
this press release will be completed at all, or completed upon the
same terms and conditions described.
The following factors, among others, could cause actual results
to differ materially from those set forth in the forward-looking
statements: the ability to obtain required approvals of the
combination on the proposed terms and schedule; the failure of the
shareholders of Centric to approve the transactions; the risk that
the businesses will not be integrated successfully; the risk that
the cost savings and any revenue synergies from the business
combination may not be fully realized or may take longer to realize
than expected; and disruption caused by the business combination
making it more difficult to maintain relationships with the
regulatory agencies, employees or suppliers. Additional factors
that could cause results to differ materially from those described
in the forward-looking statements can be found in the periodic
reports filed by both Africa Oil and Centric.
All forward-looking statements in this press release are
expressly qualified by information contained in each company's
filings with regulatory authorities and neither company undertakes
to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by applicable laws.
Centric shareholders are urged to read the information circular
regarding the proposed transaction, when it becomes available,
because it will contain important information. Shareholders will be
able to obtain a copy of the information circular, as well as
copies of Centric and Africa Oil's periodic filings, on the SEDAR
website (www.sedar.com).
Neither the TSX Venture Exchange nor its Regulation Services
Provider accepts responsibility for the adequacy or accuracy of
this release.
Contacts: Centric Energy Corp. Alec E. Robinson Toll Free: +1
(800) 962-7189 or +44 207 222 8512 www.centricenergy.com CIBC World
Markets plc Chris Folan +44 207 234 6000 CIBC World Markets plc
Mark Landry +44 207 234 6000 CIBC World Markets Inc. Melissa Li +1
(416) 956 6747
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