CALGARY, Alberta – Toscana Energy Income Corporation (“Toscana” or the “Company“) (TSX:TEI) is pleased to announce that the Company has entered into an option agreement (the “Option Agreement“) with i3 Energy plc (“i3 Energy“), an AIM-listed oil and gas company with assets and operations in the United Kingdom, which, if exercised by i3 Energy in accordance with the terms of the Option Agreement, obligates Toscana to enter into an arrangement agreement (the “Arrangement Agreement“) substantially in the form attached to the Option Agreement providing for the acquisition by i3 Energy of all of the issued and outstanding common shares in the capital of Toscana (“Toscana Shares“), subject to customary closing conditions, including approval of the Arrangement by the shareholders of Toscana, and the terms of the Arrangement Agreement. Pursuant to the Option Agreement, i3 Energy may exercise its option at anytime and in their sole discretion prior to June 30, 2020 by delivering a signed copy of the Arrangement Agreement to Toscana along with written notice requesting that the Arrangement Agreement be counter-signed by Toscana, upon receipt of which Toscana shall, within seven (7) days, counter-sign and deliver such Arrangement Agreement to i3 Energy. Under the terms of the Arrangement Agreement, to be completed pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“), Toscana shareholders will receive 0.0281 of an i3 Energy ordinary share for each Toscana common share. Based on the current fully-diluted share capital of Toscana, this will result in the issuance of up to 4,399,224 i3 Energy ordinary shares to Company shareholders. It is a condition of the Arrangement that such i3 Energy ordinary shares be listed and posted for trading on the Toronto Stock Exchange.
The Company will issue a further news release in respect of the Arrangement Agreement and matters in connection therewith upon entering into such Arrangement Agreement.
THE OPTION AGREEMENT
The officers and board of directors of Toscana (the “Toscana Board“) reviewed, evaluated and negotiated the Option Agreement and the form of Arrangement Agreement on behalf of Toscana. In addition, Sayer Energy Advisors provided its verbal opinion on March 29, 2020 to the Toscana Board (subject to the standard assumptions, qualifications and limitations) that, as of the date of such opinion, the consideration to be received by holders of the Toscana Shares pursuant to the terms of the Arrangement is fair, from a financial point of view (the “Fairness Opinion“).
After considering various factors and receipt of the Fairness Opinion, and assuming that i3 Energy exercises its option as provided for under the Option Agreement, the Toscana Board (i) has unanimously determined that the Arrangement Agreement is in the best interests of Toscana and is fair to the holders of Toscana Shares; and (ii) recommends that, as of the date hereof, the holders of Toscana Shares vote in favour of the Arrangement.
Subject to the exercise by i3 Energy of the option provided for under the Option Agreement, the Arrangement will be subject to the approval by two-thirds of the votes cast by holders of Toscana Shares present in person or by proxy at an annual and special shareholders meeting called to consider, among other things, the Arrangement. All of the directors and officers of Toscana have signed voting support agreements with i3 Energy pursuant to which they have agreed to vote their Toscana Shares in favour of the Arrangement, subject to the provisions thereof.
In addition to shareholder approval, closing of the Arrangement will also be subject to approval by the Court of Queen’s Bench of Alberta, the receipt of applicable regulatory approvals and satisfaction of certain other closing conditions customary in transactions of this nature.
SENIOR BANK DEBT AND SUBORDINATED NOTE PURCHASE
Concurrent with Toscana entering into the Option Agreement with i3 Energy, i3 Energy and the Company have negotiated i3 Energy’s purchase of the rights and interests in Toscana’s C$24.8 million senior bank debt and C$3.2 million subordinated note. Subsequent to i3 Energy’s purchase of the Company’s senior bank debt and subordinated note, i3 Energy has agreed that any such interest associated with the purchased debt instruments shall not accrue or be payable during the period from March 30, 2020 up to and until June 30, 2020.
SUBSEQUENT TO APPROVAL OF THE ARRANGEMENT
Assuming the option is exercised and the Arrangement is completed in accordance with the terms of the Arrangement Agreement including receipt of all necessary shareholder, regulatory and court approvals, the Company will become a wholly-owned subsidiary of i3 Energy that will continue pursuing operations in Canada, advancing certain initiatives which include executing a merger and acquisition driven growth strategy to build a large, low capital intensity, long-life production base in Canada. At present, Toscana’s portfolio contains several low-decline enhanced oil recovery properties. Its asset portfolio is further complimented with 45.9 net sections in the Marten Hills and Nipisi areas of Central Alberta which sits atop the lower cretaceous Clearwater formation, a conventional oil play producing 13° to 23° API crude oil. i3 Energy has shown strong interest in both the exploitation/enhancement of the Company’s existing producing properties including its Clearwater property.
ABOUT i3 ENERGY
i3 Energy (AIM:i3e) is a UK North Sea oil and gas exploration and development company listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Its core assets are the Serenity and Liberator oil discoveries, which it owns on a 100% operated basis, located in Blocks 13/23c and 13/23d of the Outer Moray Firth. In 2019, i3 Energy raised £50 million (C$87.5 million) in equity and debt, and executed a 3-well drilling campaign on a 100% basis that resulted in the discovery of the Serenity oil field via the 13/23c-10 exploration well. i3 Energy is working to conduct further appraisal of the Serenity field during the course of 2020.
TOSCANA’S FINANCIAL AND OPERATING RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2019
Financial and operating results:
This news release summarizes information contained in the Audited Consolidated Financial Statements and Management’s Discussion and Analysis (“MD&A”) for the three months and year ended December 31, 2019. This news release should not be considered a substitute for reading the full disclosure documents, which will be made available under the Corporation’s profile on SEDAR at www.sedar.com and on the Corporation’s website at www.toscanaenergy.ca.
|Three months ended||Year ended|
|December 31||December 31|
|Average daily production (boe/d)||997||1,745||(43%)||1,065||1,650||(35%)|
|Average prices received ($/boe)||43.77||23.51||86%||42.68||28.56||49%|
|Petroleum and natural gas revenue, net of royalty expense ($) (1)||3,740,392||3,263,464||15%||15,185,235||15,147,313||-%|
|Netback ($) (2)||1,363,663||(233,206||)||>100%||5,469,689||2,105,648||>100%|
|Netback per boe ($/boe) (2)||14.86||(1.45||)||>100%||14.07||3.50||>100%|
|Adjusted Funds flow from (used-in) operations ($) (2)||315,942||(2,725,439||)||>100%||940,254||(3,687,258||)||>100%|
(1) Includes royalty revenue
(2) Non-IFRS measures
Significant declines and abnormal volatility in crude oil prices and global economic uncertainty have occurred as a result of the COVID-19 pandemic and a corresponding geo-political oil price war. The scale and duration of these developments remain uncertain but could impact the Company’s future net earnings, cash flow and financial condition. The Corporation is currently evaluating its oil properties and anticipates the shut-in of low netback oil wells. It is the Company’s and Management’s policy/protocol that firstly and foremost the safety and wellbeing of its employees and stakeholders is its principle concern. The company has undergone steps to effect social distancing for its office and field staff and is efficiently continuing its business in the current environment. For further information, please see the Risk Factors section of the Company’s Annual Information Form, dated March 30, 2020.