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CTE Centric Energy Corp.

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Share Name Share Symbol Market Type
Centric Energy Corp. TSXV:CTE TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Centric Energy Corp.: Proposed Acquisition by Africa Oil Corp.

29/11/2010 12:30pm

Marketwired Canada


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).


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