Toscana Energy Income Corporation announces closing of $10 million
bought deal financing
/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES./
CALGARY,
Nov. 22, 2012 /CNW/ - Toscana
Energy Income Corporation (the "Company") (TSX Venture: TEI) is
pleased to announce that it has closed its previously announced
private placement financing 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
purchased 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
aggregate gross proceeds of approximately $10.0 million (the "Bought-Deal Financing").
Each Common Share Special Warrant entitles the
holder thereof to receive, for no additional consideration and
without further action on the part of the holder, one common share
of the Company ("Common Share"). The Common Share Special
Warrants are exercisable by the holder at any time and all
unexercised Common Share Special Warrants will be deemed to be
exercised on the earlier of: (i) 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,
Ontario and Nova Scotia (the "Qualifying Jurisdictions")
for a final prospectus (the "Prospectus") qualifying the
distribution of the Common Shares to be issued upon the exercise of
the Common Share Special Warrants; and (ii) March 23, 2013.
The Company will use commercially reasonable
efforts to file the Prospectus qualifying the Common Shares issued
upon exercise of the Common Share Special Warrants 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 21, 2012 (the
"Qualification Deadline"). If a Receipt is not obtained on or
before the Qualification Deadline, the Company shall nevertheless
use commercially reasonable efforts to obtain such Receipt.
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.
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 filing of the Prospectus qualifying the
distribution of the Common Shares to be issued upon the exercise of
the Common Share Special Warrants. 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 the securities regulatory
authorities in each of the Qualifying Jurisdictions issuing the
Receipt for the Prospectus. 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 failure to obtain required regulatory and other approvals and
changes in legislation. 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
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.
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.
SOURCE Toscana Energy Income Corporation