TEI Toscana Energy Income Corporation

/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