CALGARY, ALBERTA--(Marketwire - Nov. 6, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Toscana Energy Income Corporation ("Toscana Energy" or the "Company") (TSX VENTURE:TEI) is pleased to announce that it has entered into an agreement with a private company to acquire approximately 440 BOEs/d (approximately 18% liquids) of long life, low decline (approximately 10%) liquids rich natural gas production and 20MMcf/d of gas processing and gathering facilities in west central Alberta (the "Acquired Assets") for $10.5 million initially financed through the Company's credit facilities. Effective as at June 30, 2012, Total Proved Reserves of the Acquired Assets were estimated at 730,000 BOEs with Total Proved plus Probable Reserves of the Acquired Assets estimated at 900,000 BOEs. This acquisition is subject to customary closing conditions being satisfied and is scheduled to close prior to the end of November 2012. It is expected that the Acquired Assets will increase corporate production to over 2,400 BOEs/d.
The Company is also pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by GMP Securities L.P. and including Macquarie Capital Markets (Canada) Ltd., National Bank Financial Inc., and Sprott Private Wealth LP pursuant to which the Underwriters have agreed to purchase on a bought deal basis for resale 666,700 common share special warrants of the Company (the "Common Share Special Warrants") at an issue price of $15.00 per Common Share Special Warrant for gross proceeds of approximately $10.0 million (the "Bought-Deal Financing"). In connection with the Bought-Deal Financing, the Corporation has agreed to a concurrent private placement offering of 333,400 common shares of the Company (the "Common Shares") to affiliates of Sprott Inc. at an issue price of $15.00 per Common Share for gross proceeds of approximately $5.0 million (the "Private Placement Offering").
With respect to the Bought-Deal Offering, each Common Share Special Warrant will entitle the holder thereof to receive, for no additional consideration and without further action on the part of the holder, one Common Share. The Common Share Special Warrants will be exercisable by the holder thereof at any time after the closing of the issuance of the Common Share Special Warrants and all unexercised Common Share Special Warrants will be deemed to be exercised on the fifth business day following the day that a receipt is issued by the securities regulatory authorities in the Provinces of Alberta, British Columbia, Saskatchewan, Manitoba and Ontario and any other jurisdiction agreed to by the Company and the Underwriters (the "Qualifying Jurisdictions") for a final prospectus (the "Prospectus") qualifying the Common Shares to be issued upon the exercise of the Common Share Special Warrants.
The Company will use commercially reasonable efforts to file the Prospectus qualifying the Common Shares issued upon exercise of the Common Share Special Warrants pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and obtain a final passport receipt (the "Receipt") evidencing a receipt for the Prospectus on behalf of each of the securities regulatory authorities in each of the Qualifying Jurisdictions, pursuant to Multilateral Instrument 11-102 - Passport System by December 20, 2012 (the "Qualification Deadline"). If a Receipt is not obtained dated on or before the Qualification Deadline, the Company shall nevertheless use reasonable best efforts to obtain such Receipts.
The Bought-Deal Offering and Private Placement Offering are scheduled to close on or about November 22, 2012 (the "Closing Date") and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange Inc.
Proceeds of the Bought-Deal Offering and Private Placement Offering will be used for general corporate purposes and to reduce the amounts owing under the credit facility of the Corporation.
About Toscana Energy Income Corporation
Toscana Energy Income Corporation is a conventional oil and gas producer with the mandate to acquire high quality, long life oil and gas assets including royalties, non-operated working interests and unitized production for yield and capital appreciation. Toscana Energy Income Corporation is managed by Sprott Toscana through Toscana Energy Corporation. Sprott Toscana is a member of the Sprott Group of Companies.
About Sprott Toscana
Sprott Toscana (formerly Toscana Merchant Group) is a team of Calgary-based energy specialists that manage three separate businesses: Toscana Energy Income Corporation (through Toscana Energy Corporation), Toscana Financial Income Trust and Maple Leaf Energy Income LPs. In July 2012, Toscana Merchant Group joined the Sprott Group of Companies when it was acquired by Sprott Inc. (TSX:SII), Canada's leading alternative asset manager and a global leader in resource investing.
For further information, please visit our website at www.sprott-toscana.com.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
More particularly and without limitation, this news release contains forward-looking statements and information concerning the expected results of the acquisition; the Company's petroleum and natural gas production and reserves with respect to the assets to be acquired; the Company's petroleum and natural gas production on an aggregate basis upon completion of the acquisition; anticipated closing dates of the asset acquisition; the closing of the private placement and the anticipated timing thereof and the expected use of proceeds from the private placement. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including expectations and assumptions concerning well production rates and reserve volumes in respect of the assets to be acquired; expectations and assumptions concerning well production rates in respect of existing wells; project development and overall business strategy. Although management of the Company believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions and failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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.
This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Toscana Energy Income Corporation
Joseph S. Durante
Chief Executive Officer
(403) 444-0090 (FAX)
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