2009
Africa Oil Corp.
Oil & Gas Acquisitions and Private Placement
We acted as lead counsel to Africa Oil Corp. in respect of the acquisition of certain oil and gas interests in Kenya and Ethiopia from Lundin Petroleum. The transaction was effected by the acquisition, by Africa Oil, of all of the issued and outstanding shares of Lundin Kenya BV and Lundin East Africa BV, two Dutch entities, by Africa Oil Holdings Cooperatief U.A., a Dutch cooperative established by Africa Oil for tax purposes.
The purchase price for the acquisition, which completed on April 30, 2009, was approximately U.S.$23.8 million, which was financed with a loan from Lundin Petroleum.
We also acted for Africa Oil in respect of the sale, by private placement, of an aggregate of 37,421,018 subscription receipts at $0.95 per subscription receipt for gross proceeds of $35,549,966. On the completion of the acquisition of the oil and gas interests, each subscription receipt was converted into a unit comprised of one common share and one share purchase warrant, exercisable for three years at $1.50 per share. The proceeds from the private placement will fund the company’s exploration projects in Kenya and Ethiopia.