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Toscana Energy Announces Receipt of Securityholder Approval and Final Court Order Approving the Transaction With i3 Energy plc


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Source: Toscana Energy Income Corporation

CALGARY, Alberta, Oct. 27, 2020 (GLOBE NEWSWIRE) — Toscana Energy Income Corporation (Toscana or the Company) (TSX: TEI) announced that it has obtained a final order from the Court of Queen’s Bench of Alberta approving the acquisition of Toscana by i3 Energy plc (i3 Energy) pursuant to an arrangement (the Arrangement) under the Business Corporations Act (Alberta), as previously announced on June 23, 2020.

In addition, today Toscana held its annual and special meeting of Toscana shareholders (the Shareholders) in Calgary, Alberta (the Meeting). A total of 61,141,062 common shares (Common Shares) in the capital of the Company, representing approximately 42.13% of the issued and outstanding Common Shares, were represented in person or by proxy at the Meeting. In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the Meeting.

APPROVAL OF THE ARRANGEMENT

Toscana announced today that the Arrangement was approved by the Shareholders. At the Meeting, the Arrangement was approved by 76.78% of the votes cast by Shareholders. Details of the voting results for the annual and special meeting are available on SEDAR at www.sedar.com. Subject to remaining customary closing conditions being satisfied or waived, Toscana expects the Arrangement to close on or about October 30, 2020.

ELECTION OF DIRECTORS

1 According to a show of hands, the number of directors to be elected at the Meeting was set at four (4). Proxies were received as follows:

Votes For Votes Against
Number Percentage Number Percentage
49,443,947 81.80% 11,002,731 18.20%

2 The four director nominees proposed by management were elected by ballot at the Meeting. Proxies and in-person votes were received as follows:

NOMINEE VOTES FOR VOTES WITHHELD
NUMBER PERCENTAGE NUMBER PERCENTAGE
JOSEPH DURANTE 45,249,835 74.06% 15,848,214 25.94%
JOHN FESTIVAL 45,859,800 75.06% 15,238,249 24.94%
BRIAN KRAUSERT 46,186,132 75.59% 14,911,917 24.41%
STANLEY SMITH 46,186,132 75.59% 14,911,917 24.41%

APPOINTMENT OF AUDITORS

According to a show of hands, KPMG LLP was appointed as auditors of Toscana until the close of the next annual meeting, at such remuneration as may be approved by the board of directors of the Company. Proxies were received as follows:

Votes For Votes Withheld
Number Percentage Number Percentage
55,855,199 92.34% 4,634,492 7.66%

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

ADVISORIES

Forward-Looking Information

Certain statements contained in this press release constitute forward-looking statements or forwardlooking 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. 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; 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 fashiongeneral 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.

SOURCE: Toscana Energy Income Corporation



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