May 12, 2005 17:59 ET

Tuscany Closes Private Placements

CALGARY, ALBERTA--(CCNMatthews - May 12, 2005) - Tuscany Energy Ltd. (TSX VENTURE:TUS) is pleased to announce the closing of four private placements as announced in its April 12, 2005 press release. All securities issued have a 4-month resale restriction. The Corporation issued 325,000 common shares to TransAtlantic Petroleum Corp. to settle a $272,000 U.S. judgment against the Corporation. The Corporation issued 325,000 common shares to Humboldt Capital Corporation to settle $325,000 Cdn of debt. The Corporation has issued 2,350,000 common shares by way of a private placement at a price of $0.10 per share for an aggregate of $235,000 to management and insiders of the Corporation.

The Corporation also closed a broker private placement to raise $1,250,000. First Associates Investments Inc., as Agent, sold 5,000,000 units at a price of $0.25 per unit. Each unit consisted of one common share and one half of one share purchase warrant, with every full warrant entitling the holder to purchase one common share at $0.50 per share for a period of one year from closing. The Agent received a corporate finance fee of $20,000 plus G.S.T., legal fees and out of pocket expenses, a commission of 8% of the proceeds consisting of 4% cash and 4% as paid subscription for units (200,000 Units). In addition, the Agent received an option, for a period of one year from closing, to purchase 500,000 units for a price of $0.25 per unit.

Prior to the share for debt settlements and closing of the private placements, there were 9,295,214 issued and outstanding common shares. Humboldt owns 4,000,000 common shares (43%) and R.W. Lamond owns 556,000 common shares (6%) totalling 4,556,000 shares or 49% of the Corporation. Subsequent to the completion of: the shares for debt settlement with TransAtlantic (325,000 common shares); the shares for debt settlement with Humboldt (325,000 common shares); the issuance of 2,350,000 common shares pursuant to the first private placement; the issuance of 5,000,000 common shares pursuant to the brokered private placement; and the issuance of 200,000 common shares as commission on the brokered private placement, there will be 17,495,214 common shares issued and outstanding and 21,495,214 on a fully diluted basis. R.W. Lamond and Humboldt will own an aggregate of 5,981,000 common shares (34.19%) or 6,131,000 common shares (28.52%) on a fully diluted basis. Humboldt, along with the Board of Directors and senior officers will own 7,771,000 shares (44.42%) or 8,691,000 shares (40.43%) on a fully diluted basis.

Forward-looking statements - statements included in this press release that are not historical facts may be considered "forward-looking statements." All estimates and statements that describe the Company's objectives, goals or future plans are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties where actual results could differ materially from those currently anticipated.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Tuscany Energy Ltd.
    Greg T. Busby
    President & CEO
    (403) 264-2398
    (403) 264-2399 (FAX)
    Tuscany Energy Ltd.
    Robert W. Lamond
    (403) 269-9889
    (403) 269-9890 (FAX)