Toscana Energy Enters Into an Arrangement Agreement With i3 Energy Plc

CALGARY, Alberta, June 23, 2020 (GLOBE NEWSWIRE) — Toscana Energy Income Corporation (Toscana or the Company) (TSX: TEI) is pleased to announce that i3 Energy plc (i3 Energy), an AIM-listed oil and gas company with assets and operations in the United Kingdom, has elected to exercise the option granted under the previously announced option agreement dated March 29, 2020 between i3 Energy and Toscana, and pursuant thereto, the Company has entered into an arrangement agreement (the Arrangement Agreement) with i3 Energy under which i3 Energy will directly acquire all of the issued and outstanding common shares in the capital of Toscana (Toscana Shares), subject to customary closing conditions. Under the terms of the Arrangement Agreement to be completed pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the Arrangement), Toscana shareholders will receive 0.03031261 of an i3 Energy ordinary share (the i3 Energy Shares) for each Toscana common share. Based on the current issued and outstanding share capital of Toscana, this will result in the issuance of approximately 4,399,224 i3 Energy Shares (representing approximately 2.4% of i3 Energy Shares on a fully-diluted basis) to the holders of Toscana Shares (with fractional i3 Energy Share entitlements being rounded up or down in accordance with the Arrangement). It is a condition of the Arrangement that such i3 Energy Shares be listed and posted for trading on the Toronto Stock Exchange or the TSX Venture Exchange. Subject to the satisfaction of all conditions and the receipt of all required approvals, the Arrangement is expected to close during the third quarter of 2020.

The Arrangement

The board of directors of Toscana (the Toscana Board) reviewed, evaluated and negotiated the Arrangement on behalf of Toscana. After considering various factors, the Toscana Board: (i) has unanimously determined that the Arrangement is in the best interests of Toscana and is fair to the holders of Toscana Shares; and (ii) recommends that the holders of Toscana Shares vote in favour of the Arrangement.

The Arrangement is subject to the approval by two-thirds of the votes cast by holders of Toscana Shares present in person or by proxy at an annual and special shareholders meeting (the Meeting) called to consider the Arrangement. As previously announced, all of the directors and officers of Toscana have signed support agreements with i3 Energy pursuant to which they have agreed to vote their Toscana Shares in favour of the Arrangement, subject to the provisions thereof.

In addition to shareholder approval, closing of the Arrangement is also subject to the approval of the Court of Queen’s Bench of Alberta, the receipt of applicable regulatory approvals and satisfaction of certain other closing conditions customary in transactions of this nature.

A copy of the Arrangement Agreement will be filed by Toscana with the Canadian securities regulators and will be available for viewing under the electronic profile of the Company at www.sedar.com. Further details regarding the Arrangement will be contained in a management information circular (the Information Circular) to be prepared in connection with the Meeting. The Information Circular is expected to be mailed to holders of Toscana Shares during the third quarter of 2020 with the Meeting to be scheduled near the end of the third quarter of 2020. All holders of Toscana Shares are urged to read the Information Circular once available as it will contain additional important information concerning the Arrangement. The Information Circular will be available electronically on Toscana’s SEDAR profile at www.sedar.com shortly following the mailing of the Information Circular. Following closing of the Arrangement, and subject to receipt of all necessary approvals, including, but not limited to the approval of the Toronto Stock Exchange or the TSX Venture Exchange, as applicable, it is expected that the i3 Energy Shares will be listed on the Toronto Stock Exchange or the TSX Venture Exchange.

About i3 Energy

i3 Energy is an oil and gas development company with acreage located in Blocks 13/23d and 13/23c in the Central North Sea. i3 Energy’s acreage contains the Greater Liberator Area consisting of the Liberator oil field and the Liberator West extension and the Serenity Discovery, all of which are owned and operated on a 100% working interest basis. i3 Energy’s strategy is to acquire high quality, low risk producing and development assets, to broaden its portfolio and grow its reserves and production.

Advisories

Forward-Looking Information

Certain statements contained in this press release constitute forward-looking statements or forward-looking information under applicable securities legislation. Forward-looking statements or information typically contain statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, or similar words suggesting future outcomes or statements regarding an outlook.

Specific forward-looking statements in this press release include, but are not limited to: statements regarding the Arrangement, including completion of the Arrangement and the timing in respect thereof; the preparation and circulation of the Information Circular, the holding of the Meeting and the timing in respect thereof; the timing of matters related to the approval of the Arrangement at the Meeting and the implementation thereof; and the listing of the i3 Energy Shares on the Toronto Stock Exchange or the TSX Venture Exchange and the timing in relation thereto. Such information reflects Toscana’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including, without limitation: the impact of any changes in the laws and regulations in the jurisdictions in which Toscana operates.

Although Toscana believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements or information because Toscana can give no assurance that such expectations will prove to be correct. The forward-looking statements and information are based on Toscana’s current expectations, estimates and projections, and are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, among others: the risk that the Arrangement may not be completed on a timely basis, if at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the possible occurrence of an event, change or other circumstance that could result in termination of the Arrangement; risks relating to the failure to obtain necessary shareholder and court approval; necessary approvals from the Toronto Stock Exchange or the TSX Venture Exchange in respect of the listing of the i3 Energy Shares may not be received or received in a timely fashion; the timing in respect of the delivery of the Information Circular and the Meeting may be delayed which in turn will delay the expected closing date of the Arrangement; general business and economic conditions; the overall performance of the stock market(s); actions of competitors and partners; and the regulatory environment. The foregoing is not exhaustive and other risks are detailed from time to time in other continuous disclosure filings of Toscana. Should one or more of the uncertainties or risks materialize, or should assumptions underlying the forward-looking statements or information prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. These forward-looking statements contained herein are made as of the date of this press release and in each, case are expressly qualified by this cautionary statement. Toscana does not intend to nor does it assume any obligation to update publicly or revise any of the forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by applicable laws. Toscana cautions readers not to place undue reliance on these statements.

About Toscana

Toscana Energy Income Corporation is a conventional oil and gas producer with the mandate to acquire high quality, long life oil and gas assets.

For further information, please contact:
Ryan Heath, Chief Executive Officer
Tel: (403) 355-0455
Fax: (403) 444-0090

SOURCE: Toscana Energy Income Corporation