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Revised terms for Entry into OPL 281 Licence Nigeria

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08 Feb 2012

SACOIL HOLDINGS LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1993/000460/06)

JSE share code: SCL     AIM share code: SAC

ISIN: ZAE000127460

(“SacOil” or “the Company”)

Revised terms for Entry into OPL 281 Licence Nigeria and Issue of shares for cash to YA Global Masters SPV Ltd

SacOil, the independent African upstream oil & gas company, announces it has agreed revised terms for its partnership with Transnational Corporation of Nigeria PLC (‘Transcorp’) and Energy Equity Resources (‘EER’) and has also agreed a specific issue of ordinary shares (‘SEDA shares’) to YA Global Masters SPV Ltd (“YA”).

1.  Revised terms of the farm-in to licence OPL 281:

Highlights:

  • A reduction in farm-in fees for SacOil and EER, its technical joint venture partner, from $32.5m to $24.5m
  • Transcorp will remain the operator of OPL 281 and will pay its 60% of the CAPEX costs to first production as opposed to SacOil and EER carrying 100% of the CAPEX costs as previously agreed
  • Transcorp to post the performance bond to the Nigerian Government

Initiated by Transcorp, the revised terms followed as a result of a change of control in Transcorp. Pursuant to the change, Transcorp’s aim is to take full responsibility for the operation of the concession and to become a leading Nigerian indigenous oil & gas upstream company with production.

Following this revision, EER’s 50% portion of the fees is carried by SacOil as an interest bearing loan to EER that is repaid from EER’s entitlement to production in OPL 281. SacOil paid $12.5 million towards the Signature Bonus on 28 February 2011 and the outstanding $12m becomes due once the remaining conditions precedent to the farm-in agreement have been met. These include perfection of title and all the necessary Nigerian government and Nigerian National Petroleum Company (‘NNPC’) consents in relation to the licence.

According to the partners, a work programme budget of $15.0 million is estimated for phase 1 of the exploration of OPL 281 and involves the reprocessing of the existing 3D seismic data and the drilling of at least one well. A Competent Person’s Report issued by reserves auditing firm, AGR-TRACS International Limited, has attributed a gross unrisked contingent resource of approximately 100MMboe, with additional potential in two further prospects and deeper zones.

Commenting, Robin Vela, Chief Executive Officer of SacOil, said:

We are pleased with the revised terms as we will no longer be required to provide Transcorp with a carry on CAPEX costs from the point of entry to first oil. All costs are now carried proportionately to the equity owned by Transcorp, EER and SacOil. SacOil and EER will be actively involved in the operations through the Operations and Management Committees.

Commenting, Obinna Ufudo, Chief Executive Officer of Transcorp, said:

The revised agreement is in line with Transcorp’s vision of building a pan-African energy business with strong indigenous operational capabilities. We are now poised to lead the process of bringing the asset to production.

Commenting, Osamede Okhomina, Chief Executive Officer of EER, said:

The revised commercial terms reduces our CAPEX exposure whilst improving our rate of return in the project. Furthermore, EER has a key role to play in supporting Transcorp to bring the asset to production. We look forward to working with our partners on this project.

2. Issue of shares for cash to YA Global Masters SPV Ltd

SacOil shareholders ("Shareholders") are advised that 10 926 906 SEDA Shares have been issued to YA at a price of R0,44 per Share pursuant to the terms of the Standby Equity Distribution Agreement dated 12 October 2011 and approved by Shareholders in a general meeting on 17 November 2011.

Application has been made to the JSE Limited (“JSE”) to grant a listing of the SEDA Shares and to the London Stock Exchange for the admission of the SEDA Shares to trading on the AIM Market (‘AIM’). The listing of the SEDA Shares on the JSE and the admission of the SEDA Shares to trading on AIM are expected to take place on Thursday, 9 February 2012. The proceeds of the issue of the SEDA Shares will be utilised mainly to ensure that SacOil has sufficient short term cash to pay for costs in relation to proposals under consideration.

About SacOil

SacOil is a South African based JSE and AIM listed Exploration & Production Company focused exclusively on operations in Africa, where it has a competitive advantage at the point of entry. To date it has operations in the DRC (and since partnered with Total), Nigeria and South Africa and continues to evaluate a number of opportunities to secure new value accretive acreage in other established and prolific African hydrocarbon basins.

About Transcorp

Transcorp, a company quoted on the Nigerian Stock Exchange, is a diversified conglomerate with strategic investments and core interests in the Hospitality, Agro-business and Energy sectors. Some of its more notable assets include OPL 281, Transcorp Hilton Hotel, Abuja; Transcorp Metropolitan Hotel, Calabar and Teragro, the agribusiness subsidiary operating a fruit juice concentrates plant in Benue State, Nigeria.

About EER

EER is an established Oil & Gas Exploration and Production company headquartered in London with an operating office in Lagos and operations and assets in Nigeria. EER has interests in several assets in Nigeria and the Nigeria/ Sao Tome Joint Development Zone. EER has a unique mixture of private Nigerian, International and British institutional shareholders.

About OPL 281

OPL 281 is an onshore block covering an area of 138km² and is located in the western delta region of Nigeria, 25 kilometres away from the Forcados Crude Export Terminal. Between 1967 and 1970 two discovery wells were drilled. The block was reinstated to Transcorp in April 2011. Current equity ownership of Transcorp 60%, EER 20% and SacOil 20% remains unchanged.

8 February 2012

For further information, please contact:

 

JSE Sponsor

The Standard Bank of South Africa Limited

 

AIM Nominated Adviser and Joint Broker

finnCap Limited

 Matthew Robinson / Christopher Raggett

+44 (0)20 7220 0500

Joint Broker (United Kingdom)

Shore Capital Stockbrokers Ltd

Jerry Keen / Bidhi Bhoma

Tel: +44 (0) 20 7408 4090

Public Relations (South Africa)

The Riverbed Agency (SA)

Raphala Mogase / Bongiwe Moeli

Tel: +27 (0) 11 783 7903

Public Relations (United Kingdom)

Pelham Bell Pottinger (UK)

Philip Dennis/Nick Lambert/Rollo Critchton–Stuart

Tel: +44 (0)20 7861 3232

Additional information on SacOil can be found at www.sacoilholdings.com