Calgary, November 6, 2012- 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.