Tuscany International Drilling Inc.

Tuscany International Drilling Inc.

February 12, 2010 17:47 ET

Tuscany International Drilling Announcing Closing of US$63.4 Million Special Warrant Financing, Amended and Extended Offer to Warrantholders and Calling of Annual and Special Shareholders Meeting

CALGARY, ALBERTA--(Marketwire - Feb. 12, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Tuscany International Drilling Inc. (the "Corporation"), a private drilling service company with operations in South America, is pleased to announce that it has completed a private placement of 42,269,501 special warrants of the Corporation at a purchase price of US$1.50 per special warrant for aggregate proceeds of US$63,404,251.50. Each special warrant shall be exercised or exchanged, as the case may be, for one common share in the capital of the Corporation and one half (1/2) of one common share purchase warrant upon the earlier of: (i) June 13, 2010; and (ii) the occurrence of a going public transaction of the Corporation, including, without limitation, pursuant to the previously announced plan of arrangement between Tuscany and CHEQ-IT Ltd. Each whole underlying warrant entitles the holder thereof to purchase one common share at a price of US$1.75 per share, expiring 18 months from the date of grant. The brokered portion of the special warrant financing was effected by a syndicate of investment dealers co-led by Thomas Weisel Partners Canada Inc. and Jennings Capital Inc. and included Raymond James & Associates, Inc.

Extension of Offer to Warrantholders and Amendment to New Warrant Exercise Price

On October 29, 2009, the Corporation extended an offer to all holders ("Warrantholders") of common share purchase warrants of the Corporation having an exercise price of US$1.00 per common share which provided that in the event a Warrantholder exercised all, and not less than all, of its existing Warrants prior to December 14, 2009, the Corporation would issue to each such Warrantholder, as consideration for such exercise, in addition to the common shares of the Corporation issuable on exercise of the warrants and for no additional consideration, one quarter of one (1/4) new warrant (a "New Warrant") for each warrant exercised prior to the original expiry date.

The Corporation is pleased to advise that the board of directors has authorized an extension of the time by which Warrantholders may accept such offer to 4:00 p.m. (Calgary time) on Tuesday, February 16, 2010. 

Additionally, the board of directors has amended the exercise price of the New Warrants by reducing it to US$1.50 so as to give effect to the original intention of the board that such exercise price be the same as the issue price of the special warrants. 

In all other respects the terms of the New Warrants remain the same, such that they will expire upon the earlier of: (a) 12 months from the date of grant; (b) 60 days following the effective date of either a change of control of the Corporation or an initial public offering of the common shares including, without limitation, pursuant to the previously announced plan of arrangement between the Corporation and CHEQ-IT Ltd.; and (c) 180 days following the date of closing of a brokered or non-brokered equity offering of common shares by the Corporation at a purchase price of at least US$2.00 per share for gross proceeds of at least US$10,000,000. 

A formal letter respecting the extension of the offer and the amended exercise price of the New Warrants has been sent directly to the Corporation's warrantholders which provides further details respecting the extension and amendment.

Calling of Annual and Special Meeting of Shareholders

The Corporation has also called an annual and special meeting of its shareholders to be held on Tuesday, March 9, 2010 at the offices of Osler, Hoskin & Harcourt LLP, located at Suite 2500, 450 – 1st Street S.W., Calgary, Alberta, for the purposes of: (a) setting before its shareholders the financial statements of the Corporation; (b) fixing the number of directors at seven and to elect the directors of the Corporation for the ensuing year; (c) appoint the auditors of the Corporation at a remuneration to be determined by the directors; and (d) amending the articles of incorporation of the Corporation by removing the transfer restrictions respecting the securities of the Corporation set forth therein. It is anticipated that the formal notice of meeting, management information circular, related proxy and financial statements will be mailed to registered shareholders on February 16, 2010. The record date establishing the shareholders entitled to receive notice of and to vote at the meeting will be the last business preceding the day on which notice of the meeting is sent.

This press release is not an offering of securities for sale in the United States. The special warrants, common shares and common share purchase warrants have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of that Act.

Contact Information

  • Tuscany International Drilling Inc.
    Walter Dawson
    Chairman and CEO
    (403) 265-8258
    (403) 265-8793 (FAX)