June 23, 2020 new TEI tax pool will pay back 50% Potential Asset Acquisition. It is the main reason for I3e to do the acquisition by a reverse takeover. Tax pool 157M$cdn (136 + 21) or 115M$US.
The TEIC's US$89 million in accumulated tax pools in the press release included the capital gain of 25M$ for the TEI debts buy back by I3e but does not included the Q1-2020 impairment charges in the tax pool.
I3e is needing TEI Tax loss pool and want it at the lowest possible cost. The value of the tax pool of 115M$US x .25% income tax = 28.8M$US. I3e management are not stupid to refuse to pay 5M$US or 6.8M$CDN (=5M$US x 1.36). Who will refused 23M$US of net profit, net of all off all takeover cost from the TEI tax pool?
''· Cash ow from the Proposed Assets would benet from TEIC's US$89 million in accumulated tax pools ''
Toscana Acquisition, Production Acquisition Letter of Intent, Trading Suspension
i3 Energy plc, an independent oil and gas company with assets and operations in the UK, is pleased to announce the following update.
Toscana Transaction Highlights:
· i3 has executed its Option to acquire all of the issued and outstanding common shares of Toscana Energy Income Corporation ("Toscana" or "TEIC"), a TSX-listed oil and gas company (the "Toscana Acquisition")
· TEIC had 2019 year-end 2P Reserves of 4.65 MMboe (53% oil, 47% gas) with a reserve life index of 14.7 years
· Toscana's 2019 production averaged 1,065 boepd and generated C$5.5 million (US$4mm) in eld netback (revenue minus royalties minus opex) from 13 low-decline, long-life conventional elds producing at an average break-even price of C$30.43/boe (US$22.38/boe)
· TEIC operates 69% of the producing wells in its portfolio at an average net working interest of 67%
· The total aggregate consideration being paid by i3 for TEIC's debt and equity totals approximately C$3.85 million (US$2.83mm) representing roughly 0.7x Toscana's 2019 eld netback, C$3618/boepd (US$2661/boepd), and C$0.83/boe (US$0.61/boe)
· In March, i3 acquired the rights and interests in Toscana's C$28 million senior and junior debt facilities (which were in default) for C$3.4 million (US$2.5 million), with cash consideration paid 50% up front and 50% at year-end
· At completion, Toscana shareholders will receive 4,399,224 i3 shares for TEIC's entire share capital, representing dilution of approximately 4% to the Company's current shareholders
· At the conclusion of the Arrangement Agreement, i3 intends that its enlarged share capital will be listed on the TSX
· The acquisition is a reverse takeover under the AIM Rules for Companies and is conditional upon the approval of i3's shareholders
Potential Asset Acquisition Highlights:
· i3 has entered into a non-binding letter of intent (the "Proposed Acquisition") to acquire a package of producing Canadian oil and gas assets (the "Proposed Assets") · In 2019, the Proposed Assets produced at over 10,000 boepd and generated over US$34 million in field netback from over 250 net wells across multiple low-decline, long-life, light oil and gas fields
· Upon completion, the Proposed Assets would add over 25 MMboe PDP and over 65 MMboe 2P to i3's portfolio
· Cash ow from the Proposed Assets would benet from TEIC's US$89 million in accumulated tax pools
· The total proposed consideration to be paid for the Assets under the letter of intent is just under US$60 million, representing approximately 1.7x 2019 eld netback and approximately 2x that forecasted for the next 12 months, ~US$5,500/boepd, and ~US$0.85/boe of 2P reserves
· As the Proposed Acquisition would also be a reverse takeover under the AIM Rules for Companies, and at i3's request, the Company's shares are being suspended from trading on AIM until i3 either publishes a "Readmission Document" detailing the Proposed Acquisition or provides confirmation that discussions have ceased