Senmar Capital Corp.

September 11, 2012 17:30 ET

Senmar Capital Corp. Updates Its Shareholders on Its Proposed Qualifying Transaction With Toscana Resource Corporation

CALGARY, ALBERTA--(Marketwire - Sept. 11, 2012) -


Senmar Capital Corp. (TSX VENTURE:SMR.P) ("Senmar") wishes to further update its shareholders as to the status of its business combination with Toscana Resource Corporation ("Toscana") as further described below (the "Proposed Transaction"). If completed, the Proposed Transaction will constitute Senmar's Qualifying Transaction as set forth in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

The Proposed Transaction

On April 19, 2012, Senmar entered into an amalgamation agreement (the "Amalgamation Agreement") with 1668236 Alberta Ltd., a wholly-owned subsidiary of Toscana (the "Subsidiary") and Toscana, a private company incorporated under the laws of the Province of Alberta and engaged in the acquisition of long life oil and gas assets in Western Canada including royalties, non operating working interests and unitized production for yield and capital appreciation.

The Proposed Transaction is structured by way of a three corner amalgamation, in which Senmar, a "capital pool company" will amalgamate with the Subsidiary and pursuant to which the shareholders of Senmar will receive common shares in the capital of Toscana (the "Toscana Shares") in exchange for the common shares in the capital of Senmar ("Senmar Shares"), based on an exchange ratio of 0.01011879 of a Toscana Share for each Senmar Share (the "Exchange Ratio"). Following the amalgamation, the resulting issuer will be Toscana and the amalgamated entity will be a wholly-owned subsidiary of Toscana. Toscana will seek a listing for the Toscana Shares on the Exchange. The Proposed Transaction will require shareholder approval of both Senmar and the Subsidiary (among other approvals including the approval of the Exchange) prior to the amalgamation being effected.

Status of the Proposed Transaction

The parties to the Amalgamation Agreement entered into a first amending agreement dated effective June 14, 2012 (the "First Amending Agreement") amending the timeline for completion of certain milestones pertaining to the Proposed Transaction set out in the Amalgamation Agreement. The parties subsequently entered into a second amending agreement dated effective August 30, 2012 (the "Second Amending Agreement") further amending the timeline for completion of certain milestones pertaining to the Proposed Transaction set out in the First Amending Agreement. The Second Amending Agreement provides that Senmar must mail materials pertaining to its shareholder meeting (including a management information circular) for approval of the Proposed Transaction to its shareholders (the "Meeting Materials") on or before September 16, 2012 and that approval by Senmar shareholders of the Proposed Transaction must be obtained on or before October 10, 2012 and at the latest on or before October 30, 2012, failing which the parties could terminate the Amalgamation Agreement.

Senmar anticipates mailing the Meeting Materials on or before September 16, 2012 and completing the Proposed Transaction in late October 2012.

Significant Conditions to Completion of the Proposed Transaction

Completion of the Proposed Transaction is subject to: customary closing conditions which are usual and appropriate for a transaction of this nature; Exchange acceptance; and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to the Proposed Transaction, including statements regarding the exchange ratio for the Proposed Transaction, the timing with respect to the mailing of the Meeting Materials and closing of the Proposed Transaction, the receipt of all necessary regulatory and shareholder approvals and satisfaction of all other closing conditions in connection with the Proposed Transaction and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements. These assumptions, risks and uncertainties include, among other things: that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Proposed Transaction is not satisfied; the risk that closing of the Proposed Transaction could be delayed if Senmar and Toscana are not able to obtain the necessary approvals on the timelines planned; assumptions relating to the timing of obtaining required approvals and satisfying closing conditions for the Proposed Transaction; state of the economy in general and capital markets in particular; and investor interest in the business and future prospects of Senmar and Toscana.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, Senmar and Toscana disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Senmar and Toscana undertake no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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