CALGARY, ALBERTA--(Marketwired - July 16, 2013) - Tuscany Energy Ltd. ("Tuscany") (News - Market indicators) and Diaz Resources Ltd. ("Diaz") (TSX VENTURE:DZR) are pleased to jointly announce that they have completed their previously disclosed business combination (the "Business Combination"). Tuscany has acquired all of the issued and outstanding common shares of Diaz on the basis of 0.31 of a common share of Tuscany ("Tuscany Share") for each one (1) Diaz common share of Diaz ("Diaz Share") pursuant to a Plan of Arrangement under the Alberta Business Corporations Act. In addition, following completion of the Business Combination the Tuscany Shares were consolidated on an 8 to 1 basis (the "Consolidation"). After giving effect to the Business Combination and the Consolidation, there are approximately 18.6 million post-Consolidated Tuscany shares outstanding. The Business Combination was approved by the shareholders of each of Tuscany and Diaz at meetings held today.
Letters of Transmittal have been forwarded to shareholders of Diaz to be utilized in order to exchange their Diaz Shares for post-Consolidation Tuscany Shares and to shareholders of Tuscany to be utilized to exchange their Tuscany Shares for post-Consolidation Tuscany Shares. Additional copies may be obtained by contacting Tuscany or Computershare Investor Services Inc. It is anticipated that the Diaz Shares will be delisted from the TSX Venture Exchange at the close of business on Thursday, July 18, 2013 and trading of the Tuscany Shares on a post-Consolidation basis will commence at the opening of trading on Friday, July 19, 2013.
Tuscany Energy Ltd.
Tuscany is an oil and gas exploration and development company with production and reserves primarily in Saskatchewan and Alberta. The Company's principal focus is growth in oil sales from development drilling of horizontal heavy oil wells in Saskatchewan. Pro-forma the acquisition of Diaz, Tuscany is estimated to have:
- Proved plus probable reserves of approximately 2.5 million BOE (2.2 million barrels of oil and 2.2 Bcf of natural gas), estimated as of December 31, 2012 based on the independent engineering evaluations of each of Diaz and Tuscany;
- combined Q1 2013 average production of approximately 683 BOEd;
- 86,217 net acres of undeveloped land;
In the next week, Tuscany plans to commence its summer drilling program consisting of: the drilling of 1 new horizontal development oil well (one net well) on its Macklin property and then 2 new horizontal development oil wells (1.2 net wells) on its Evesham property, both in Saskatchewan.
READER ADVISORIES
Where amounts are expressed on a barrel of oil equivalent (BOE) basis, natural gas volumes have been converted to barrels of oil on the basis of six thousand cubic feet (mcf) per barrel (bbl). Barrels of oil equivalent may be misleading, particularly if used in isolation. A BOE conversion ratio has been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel and is based on an energy equivalent conversion method applicable at the burner tip and does not represent an economic value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 mcf: 1 bbl, using a conversion on a 6 mcf: 1 bbl basis may be misleading as an indication of value.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning Tuscany's pro forma reserves and future drilling plans, and the dates on which the Diaz Shares will be delisted and the Tuscany Shares will begin trading on a post-Consolidation basis. The forward-looking statements and information are based on certain key expectations and assumptions made by Tuscany, including expectations and assumptions concerning prevailing commodity prices and exchange rates, applicable royalty rates and tax laws; future well production rates and reserve volumes; the performance of existing wells; the success obtained in drilling new wells; and the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability and cost of labour and services. Although Tuscany 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 because Tuscany can give no assurance that they will prove to be correct. 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 the Business Combination; failure to realize the anticipated benefits of the Business Combination; 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.
Readers should not place undue reliance on the forward-looking statements and information contained in this press release. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Tuscany's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) and at Tuscany's website (www.tuscanyenergy.com). The forward-looking statements and information contained in this press release are made as of the date hereof and Tuscany undertakes no obligation 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.
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.
