CALGARY, ALBERTA–(Marketwired – Nov. 10, 2014) – Tuscany Energy Ltd. (“Tuscany” or the “Corporation”) (TSX VENTURE:TUS) announces that it plans to issue up to 2.73 million common shares of the Corporation to be issued on a flow-through basis in respect of Canadian development expenses (“CDE”) (the “CDE FT Shares”) at a price of $0.44 per CDE FT Share for total consideration of up to approximately $1,200,000. Tuscany will renounce to subscribers of the common shares effective on or before December 31, 2014, Canadian Development Expense in an amount equal to the aggregate gross proceeds of the offering.
The offering will be completed on a private placement basis and is subject to approval of the TSX Venture Exchange. The CDE FT Shares issued pursuant to the private placement will be subject to a four month hold period under Canadian securities laws. Closing of the private placement is expected to occur on or about November 19, 2014. Tuscany may pay a commission of up to 6% of the gross proceeds realized from the issuance of CDE FT Shares to subscribers identified by registered representatives.
Humboldt Capital Corporation (“Humboldt”) has agreed to subscribe for up to $400,000 or approximately 909,000 of the CDE FT Shares if not otherwise subscribed for by other purchasers. Robert W Lamond (“Lamond”), the Chairman, President and Chief Executive Officer of both Tuscany and Humboldt, owns 71.8% of the outstanding shares of Humboldt. Lamond and Humboldt own approximately16.8 million common shares of Tuscany (representing approximately 34% of Tuscany’s outstanding shares).
Assuming the private placement is fully subscribed, Tuscany will have approximately 48.8 million common shares outstanding following the offering.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Tuscany is a heavy oil development and production company with reserves, land holdings and production in Canada. The Company’s principal focus is the exploitation of oil resources in Alberta and Saskatchewan through horizontal drilling. The majority of the Company’s revenue is generated from oil sales in Saskatchewan. The proceeds of the private placement will be used in Tuscany’s development drilling program in Saskatchewan.
[expand title=”Advisories & Contact”]ADVISORY: Certain information in this news release, including the anticipated closing of the private placement and the use of the proceeds to incur Canadian Development Expenses, constitute forward-looking statements under applicable securities laws. Although Tuscany believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Tuscany can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the private placement could be delayed if Tuscany is not able to obtain the necessary stock exchange approval on the timeline it has planned. The private placement will not be completed at all if this approval is not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the private placement will not be completed within the anticipated time or at all. The forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
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.
Tuscany Energy Ltd.
Robert W. Lamond
Chairman & CEO
(403) 269-9889
(403) 269-9890 (FAX)Tuscany Energy Ltd.
Charles A Teare
Executive Vice President CFO
(403) 269-9889
(403) 269-9890 (FAX)
www.tuscanyenergy.com
[/expand]