CALGARY, Alberta, April 18, 2019 (GLOBE NEWSWIRE) — Toscana Energy Income Corporation (“Toscana” or the “Corporation”) (TSX:TEI) has filed its meeting materials in connection with the previously announced annual and special meeting of shareholders and extraordinary meeting of debentureholders each scheduled for May 10, 2019 at 9:00 a.m. and 11:00 a.m., respectively, and each being held in connection with, among other things, consideration of a transaction (the “Transaction”) pursuant to which Toscana will redeem its outstanding 7.25% convertible unsecured subordinated debentures due June 30, 2021 (the “Debentures”). As previously announced, Toscana will redeem in full the outstanding principal amount of Debentures inclusive of the 3% early redemption premium (the “Redemption Price”) along with all accrued but unpaid interest up to but excluding the date of redemption (the “Redemption Date”) and the interest payment deferral amount (the “Deferral Payment”) previously approved by Debentureholders, an aggregate payment of approximately $21,957,329 (the “Redemption Amount”). The Redemption Amount will be satisfied, subject to receipt of all necessary approvals including the Toronto Stock Exchange (“TSX”), shareholders and debentureholders, by the issuance of common shares (“Common Shares”) in the capital of Toscana at a price per Common Share of $0.15898 (a change from the previously announced price of $0.13299 as a result of a review by the TSX of the treatment of historical trading data used to calculate the price per Common Share).
Pursuant to the Transaction, Toscana will issue approximately 138 million Common Shares representing approximately 95.07% (compared to 95.84% as previously announced by the Corporation on March 15, 2019) of the pro forma Common Shares outstanding upon closing of the Transaction which is expected to be on or about May 14, 2019 (the “Closing Date”). Upon closing of the Transaction and full satisfaction of the Redemption Amount, interest upon the Debentures shall cease to be payable from and after the Redemption Date.
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.
For further information, please contact:
Joseph S. Durante, Chief Executive Officer
Tel: (403) 410-6793
Fax: (403) 444-0090
SOURCE: Toscana Energy Income Corporation
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 redemption of the Debentures and the timing associated therewith; the issuance of Common Shares to satisfy the Redemption Amount; the receipt of all necessary approvals including the approval of the TSX, debentureholders and shareholders and the timing associated with obtaining such approvals; the closing of the Transaction and the expected timing; the number of Common Shares to be issued in satisfaction of the Redemption Amount; and the advantages associated with the Transaction and the ability of the Corporation to achieve and implement such advantages to its benefit. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Corporation, including expectations and assumptions concerning: the Transaction and the ability to implement the Transaction; necessary approvals required by the Corporation from the TSX, debentureholders and shareholders and the ability to obtain such approvals on the terms anticipated and within the timelines required; the financial markets and commodity markets; and the Corporation’s overall business strategy. Although management of the Corporation 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 Corporation 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; and failure to obtain required regulatory, debentureholder, shareholder 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. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.