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Update on TOTAL Transaction

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14 Mar 2011

SACOIL HOLDINGS LIMITED

(Formerly SA Mineral Resources Corporation Limited)

(Incorporated in the Republic of South Africa)

(Registration number 1993/000460/06)

Share code: SCL and ISIN: ZAE000127460

("SacOil")

Update on TOTAL Transaction

SacOil shareholders are advised that the transaction with Total relating to Block 3, Albertine Graben, in the DRC (“Block 3) as announced on 4 March 2011 and the Company’s proposed admission to trading on AIM as announced on 8 March 2011 are on track and progressing well.

SacOil has been advised that one Kevin van der Walt (“van der Walt”) has lodged a complaint against the Company with the Johannesburg Stock Exchange (“JSE”) and the Financial Services Board (“FSB”). SacOil has not received any communication from either the JSE or the FSB in regard thereto. The Company is however in possession of the complaint in which van der Walt alleges that the Company has published incorrect alternatively misleading information. This is categorically denied by the Company which maintains that full disclosure on all material issues relating to the Company has been and continues to be made. The Company believes that van der Walt’s allegations are without foundation and have been occasioned by the Company declining to accede to certain historic demands made on it by van der Walt.

From the copy of the complaint in the possession of the Company, it appears that van der Walt alleges that SacOil shareholders were not advised of the following:

  1. the supplementary signature bonus (the “Block 3 Supplementary Signature Bonus”) due under the Production Sharing Agreement pertaining to Block 3 (the “Block 3 Production Sharing Agreement”) has not been paid;
  2. the minimum work and exploration programme (the “MWAEP”) stipulated in the Block 3 Production Sharing Agreement has not commenced; and
  3. The existence of the litigation instituted against South African Congo Oil Company (Proprietary) Limited by Identiguard International (Proprietary) Limited in the High Court of South Africa (the “Identiguard Litigation”).

Shareholders’ attention is drawn to the fact that all of the above points have been fully disclosed and are canvassed, inter alia, in the AIM Appendix (the “Appendix”) available on the company’s website – www.sacoilholdings.com/im/aim-rule26.php

Furthermore the non-payment of the Block 3 Supplementary Signature Bonus and the fact that Semliki Energy SPRL (“Semliki”), a 50% subsidiary of the Company, has yet to be granted an exclusive zone of reconnaissance and exploration (“EZRE”) was also specifically referenced in the risk factors section of the Appendix on the basis that there was no guarantee that:

  • the DRC Government will not seek to exercise any rights it may have under the Block 3 Production Sharing Agreement to terminate the Block 3 Production Sharing Agreement in relation to the failure (to date) to pay the Block 3 Supplementary Signature Bonus to the DRC Government or to provide the Block 3 Guarantee to the DRC Government or for any other reason (although the DRC Government has not to date issued any notice of breach under the Block 3 Production Sharing Agreement in regard thereto); and
  • Semliki will obtain an EZRE in respect of Block 3.

To date, the allegations by van der Walt have been published in the weekend media without the Company’s written response to the media being recorded. SacOil maintains that full disclosure was made at all times. In particular SacOil categorically disputes allegations in the media that the Company and its CEO, Robin Vela, misled shareholders about "signature bonus" payments to the Government of the Democratic Republic of Congo and withheld material information. SacOil is currently considering its course of further action in respect of the allegations made by van der Walt.

Bryanston

14 March 2011

Sponsor

BDO Corporate Finance

Corporate Adviser

Renaissance BJM Securities (Proprietary) Limited

Legal Adviser

Deneys Reitz Inc

Contacts

SacOil

Robin Vela, Chief Executive Officer

+27 (0) 11 575 7232

 

Tavistock (Public Relations UK)

Jonathan Charles / Jos Simson

+44 (0) 20 7429 6666

 

The Riverbed Agency (Public Relations SA)

Raphala Mogase

+27 (0) 11 783 7903