TEI Toscana Energy Income Corporation

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.


Toscana Energy Income Corporation ("Toscana Energy" or the "Company") (TSX
VENTURE:TEI) is pleased to announce that it has entered into an agreement with a
private company to acquire approximately 440 BOEs/d (approximately 18% liquids)
of long life, low decline (approximately 10%) liquids rich natural gas
production and 20MMcf/d of gas processing and gathering facilities in west
central Alberta (the "Acquired Assets") for $10.5 million initially financed
through the Company's credit facilities. Effective as at June 30, 2012, Total
Proved Reserves of the Acquired Assets were estimated at 730,000 BOEs with Total
Proved plus Probable Reserves of the Acquired Assets estimated at 900,000 BOEs.
This acquisition is subject to customary closing conditions being satisfied and
is scheduled to close prior to the end of November 2012. It is expected that the
Acquired Assets will increase corporate production to over 2,400 BOEs/d.


The Company is also pleased to announce that it has entered into an agreement
with a syndicate of underwriters (the "Underwriters") led by GMP Securities L.P.
and including Macquarie Capital Markets (Canada) Ltd., National Bank Financial
Inc., and Sprott Private Wealth LP pursuant to which the Underwriters have
agreed to purchase on a bought deal basis for resale 666,700 common share
special warrants of the Company (the "Common Share Special Warrants") at an
issue price of $15.00 per Common Share Special Warrant for gross proceeds of
approximately $10.0 million (the "Bought-Deal Financing"). In connection with
the Bought-Deal Financing, the Corporation has agreed to a concurrent private
placement offering of 333,400 common shares of the Company (the "Common Shares")
to affiliates of Sprott Inc. at an issue price of $15.00 per Common Share for
gross proceeds of approximately $5.0 million (the "Private Placement Offering").


With respect to the Bought-Deal Offering, each Common Share Special Warrant will
entitle the holder thereof to receive, for no additional consideration and
without further action on the part of the holder, one Common Share. The Common
Share Special Warrants will be exercisable by the holder thereof at any time
after the closing of the issuance of the Common Share Special Warrants and all
unexercised Common Share Special Warrants will be deemed to be exercised on the
fifth business day following the day that a receipt is issued by the securities
regulatory authorities in the Provinces of Alberta, British Columbia,
Saskatchewan, Manitoba and Ontario and any other jurisdiction agreed to by the
Company and the Underwriters (the "Qualifying Jurisdictions") for a final
prospectus (the "Prospectus") qualifying the Common Shares to be issued upon the
exercise of the Common Share Special Warrants.


The Company will use commercially reasonable efforts to file the Prospectus
qualifying the Common Shares issued upon exercise of the Common Share Special
Warrants pursuant to National Instrument 44-101 - Short Form Prospectus
Distributions and obtain a final passport receipt (the "Receipt") evidencing a
receipt for the Prospectus on behalf of each of the securities regulatory
authorities in each of the Qualifying Jurisdictions, pursuant to Multilateral
Instrument 11-102 - Passport System by December 20, 2012 (the "Qualification
Deadline"). If a Receipt is not obtained dated on or before the Qualification
Deadline, the Company shall nevertheless use reasonable best efforts to obtain
such Receipts.


The Bought-Deal Offering and Private Placement Offering are scheduled to close
on or about November 22, 2012 (the "Closing Date") and are subject to certain
conditions including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange Inc.


Proceeds of the Bought-Deal Offering and Private Placement Offering will be used
for general corporate purposes and to reduce the amounts owing under the credit
facility of the Corporation.


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. Toscana Energy Income Corporation is managed by Sprott
Toscana through Toscana Energy Corporation. Sprott Toscana is a member of the
Sprott Group of Companies.


About Sprott Toscana

Sprott Toscana (formerly Toscana Merchant Group) is a team of Calgary-based
energy specialists that manage three separate businesses: Toscana Energy Income
Corporation (through Toscana Energy Corporation), Toscana Financial Income Trust
and Maple Leaf Energy Income LPs. In July 2012, Toscana Merchant Group joined
the Sprott Group of Companies when it was acquired by Sprott Inc. (TSX:SII),
Canada's leading alternative asset manager and a global leader in resource
investing.


For further information, please visit our website at www.sprott-toscana.com.

Forward-Looking Statements

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 expected results of
the acquisition; the Company's petroleum and natural gas production and reserves
with respect to the assets to be acquired; the Company's petroleum and natural
gas production on an aggregate basis upon completion of the acquisition;
anticipated closing dates of the asset acquisition; the closing of the private
placement and the anticipated timing thereof and the expected use of proceeds
from the private placement. The forward-looking statements and information are
based on certain key expectations and assumptions made by management of the
Company, including expectations and assumptions concerning well production rates
and reserve volumes in respect of the assets to be acquired; expectations and
assumptions concerning well production rates in respect of existing wells;
project development and overall business strategy. Although management of the
Company 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 Company 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; failure to obtain
required regulatory 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 Venture Exchange. The forward-looking statements or
information contained in this news release are expressly qualified by this
cautionary statement.


BOEs may be misleading, particularly if used in isolation. A BOE conversion
ratio of 6 Mcf: 1bbl is based on an energy equivalency conversion method
primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead.


This press release shall not constitute an offer to sell, nor the solicitation
of an offer to buy, any securities in the United States, nor shall there be any
sale of securities mentioned in this press release in any state in the United
States in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Toscana Energy Income Corporation
Joseph S. Durante
Chief Executive Officer
(403) 410-6793
(403) 444-0090 (FAX)
jdurante@toscanacapital.com
www.sprott-toscana.com

Toscana Energy Income Corporation (TSXV:TEI)
Historical Stock Chart
From May 2024 to Jun 2024

Toscana Energy Income Corporation (TSXV:TEI)
Historical Stock Chart
From Jun 2023 to Jun 2024