CALGARY, ALBERTA--(Marketwired - June 27, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Tuscany Energy Ltd. ("Tuscany" or the "Corporation") (TSX VENTURE:TUS) announces that it has filed and received a receipt for a preliminary short form prospectus in connection with a public offering of up to 6,250,000 units ("Units") and common shares of the Corporation to be issued on a flow-through basis in respect of Canadian development expenses (the "CDE FT Shares") at a price of $0.40 per Unit or CDE FT Share, as applicable, for aggregate gross proceeds of up to $2.5 million (the "Offering"). Each Unit is comprised of one common share ("Common Share") and one-half of one common share purchase warrant ("Warrant") of the Corporation, with each whole Warrant entitling the holder thereof to acquire one Common Share at a price of $0.50 for a period of 12 months from closing of the Offering, provided that if at any time prior to the expiry of the Warrants the 20 day weighted average trading price of the Common Shares on the TSX Venture Exchange (the "Exchange") is $0.70 or greater, the Warrants will expire 30 days from the date Tuscany gives notice of same to the warrant agent under the indenture governing the Warrants.
The Offering will be conducted by a syndicate of agents led by Acumen Capital Finance Partners Limited and including Industrial Alliance Securities Inc. and Richardson GMP Limited (collectively, the "Agents"). Tuscany has also granted the Agents an over-allotment option to purchase or sell up to an additional 937,500 Units and Flow-Through Shares on the same basis as the Offering for additional gross proceeds of up to $375,000. The option is exercisable at any time on or before the date that is 30 days following the closing of the Offering.
The net proceeds of the Offering will be used to temporarily reduce bank indebtedness thereby freeing up additional borrowing capacity which is expected to be used to partially fund the Corporation's ongoing capital expenditure program, with proceeds from the issuance of the CDE FT Shares used to incur eligible Canadian development expenditures that will be renounced to subscribers effective on or before December 31, 2014.
The Offering is being conducted in the provinces of Alberta, British Columbia, Saskatchewan and Ontario by way of short form prospectus and is expected to close on or about July 17, 2014. Closing of the Offering is subject to certain customary conditions, including the receipt of all necessary regulatory and stock exchange approvals including that of the Exchange and all applicable securities regulatory authorities.
This press release does not constitute an offer to sell or a solicitation of any offer to buy the Units or CDE FT Shares in the United States. The Common Shares and Warrants comprising the Units and the CDE FT Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States.
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.
ADVISORY: This press release contains forward looking statements. More particularly, this press release contains statements concerning the anticipated closing date of the Offering and the anticipated use of the net proceeds of the Offering. 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 Offering could be delayed if Tuscany is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Offering by Tuscany might change if the board of directors of Tuscany determines that it would be in the best interests of Tuscany to deploy the proceeds for some other purpose.
The forward looking statements contained in this press release are made as of the date hereof and Tuscany undertakes no obligations 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.
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.