1423435 Cayman Ltd.



December 24, 2013 18:09 ET

Early Warning

CALGARY, ALBERTA--(Marketwired - Dec. 24, 2013) - On December 23, 2013, Tuscany International Drilling Inc. ("Tuscany" or the "Corporation") (TSX:TID)(COLOMBIA:TIDC) announced the completion of its previously announced disposition of its Africa business unit to Etablissements Maurel & Prom S.A. ("M&P") pursuant to which, through the acquisition of the issued and outstanding shares of Caroil SAS, a wholly-owned subsidiary of Tuscany, M&P indirectly acquired Tuscany's business operations in Africa (the "Transaction"). Pursuant to the Transaction, 1423435 Cayman Ltd. ("1423435") received 109 million common shares ("Tuscany Shares") in the capital of Tuscany from M&P, which represents 29.05% of the issued and outstanding common shares of Tuscany.

Prior to the Transaction, 1423435 did not hold any shares of Tuscany. The transfer of the Tuscany Shares did not occur on any market.

Pursuant to a share purchase agreement ("SPA") dated November 14, 2013 between Tuscany, Tuscany Rig Leasing S.A., a wholly-owned subsidiary of Tuscany, and M&P Drilling Services BV ("M&P Drilling") in respect of the sale of Caroil SAS, the Tuscany Shares were transferred to 1423435 in satisfaction of M&P's obligation to either transfer the Tuscany Shares to Tuscany for cancellation or to a special purpose vehicle (such as 1423435). 1423435 did not pay any consideration to M&P or M&P Drilling for the Tuscany Shares.

1423435 intends to hold the shares and either: i) sell the Tuscany Shares to third-party purchasers with the proceeds of such sales directed toward the repayment of indebtedness under Tuscany's credit facility; and/or (ii) return the Tuscany Shares to Tuscany for cancellation at a later date. 1423435 does not have any intention of acquiring ownership of, or control over, additional securities of Tuscany.

The Tuscany Shares were received in reliance on the accredited investor exemption of National Instrument 45-106 - Prospectus and Registration Exemptions. Copies of the early warning report will be filed on SEDAR and may also be obtained by contacting the individuals listed below.

Contact Information

  • Tuscany International Drilling Inc.
    Walter Dawson
    President and CEO
    (403) 265-8258

    Tuscany International Drilling Inc.
    Matt Moorman
    CFO
    (403) 265-8258
    (403) 265-8793 (FAX)

    Tuscany International Drilling Inc.
    1950, 140 - 4th Avenue S.W., Calgary, Alberta