The aggregate consideration payable by M&P to Tuscany pursuant to the Transaction is comprised of: (i) payment in cash in the aggregate amount of U.S. $23.0 million, of which U.S. $15.3 million has already
been advanced by M&P to Tuscany, U.S. $0.7 million to be paid upon completion of the Rig Purchase
and U.S. $7.0 million to be deposited into escrow upon completion of the Rig Purchase and released
upon the satisfaction of certain conditions, including as to 50% upon completion of the Caroil Sale and as
to the remaining 50% upon receipt of Tanzanian competition approval and the repayment to M&P of
certain Colombian withholding taxes remitted by M&P in connection with the Transaction; (ii) the
assumption by M&P of U.S. $50.0 million of debt under Tuscany’s syndicated credit facility; and
(iii) subject to compliance with applicable laws, the transfer of the 109 million common shares of Tuscany
(“Tuscany Shares ”) owned by M&P to Tuscany for cancellation (or, in the alternative, a special purpose
vehicle not controlled by M&P). Following the completion of the Transaction and the transfer of the
Tuscany Shares, M&P will not hold any securities of Tuscany. Based on the average closing price of the
Tuscany Shares between October 21, 2013 and October 25, 2013, the Tuscany Shares have a deemed
value of $15.3 million.
The proceeds from the completion of the Transaction will be used by Tuscany to reduce