Tuscany International Drilling Inc.
TSX : TID

Tuscany International Drilling Inc.

April 21, 2011 09:20 ET

Tuscany International Drilling Inc. Announces Completion of $100 Million Bought Deal Financing and Conversion of Certain Outstanding Debt Into Common Shares

CALGARY, ALBERTA--(Marketwire - April 21, 2011) -

THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Tuscany International Drilling Inc. (TSX:TID) ("Tuscany") is pleased to announce that it has closed a bought deal financing of 65,360,000 subscription receipts ("Subscription Receipts") at a price of $1.53 per Subscription Receipt (the "Offering Price"), for gross proceeds of approximately $100 million (the "Offering"). Each Subscription Receipt will entitle the holder to receive, for no additional consideration and without further action, one common share of Tuscany upon the closing of the previously announced acquisition of all of the issued and outstanding shares of a private Brazilian drilling and work-over company ("Brazilco"), together with seven drilling rigs and two work-over rigs located in Brazil, for a cash purchase price of up to US$52 million (the "Acquisition"). The syndicate of underwriters was led by Wellington West Capital Markets Inc., and included Jennings Capital Inc., Raymond James Ltd., BMO Nesbitt Burns Inc., Macquarie Capital Markets Canada Ltd., RBC Dominion Securities Inc., Stifel Nicolaus Canada Inc., and UBS Securities Canada Inc. (collectively, the "Underwriters").

The Subscription Receipts issued pursuant to the Offering will be listed for trading on the Toronto Stock Exchange under the symbol "TID.R".

The gross proceeds of the Offering (the "Escrowed Funds") have been deposited into escrow with Olympia Trust Company, as escrow agent, and will be released to Tuscany (net of the Underwriters' fees) upon notice to the escrow agent that (i) all of the terms and conditions to the completion of the Acquisition have been satisfied so as to complete the Acquisition in accordance with the terms of the binding definitive agreements to be entered into in respect of the Acquisition, but for payment of the purchase price and (ii) Tuscany has reconfirmed to the Underwriters certain provisions in the underwriting agreement in respect of the Offering pertaining to the Acquisition.

In the event the escrow release conditions are not satisfied at or prior to 4:00 p.m. (Calgary time) on May 31, 2011 (the "Deadline"), or the binding definitive agreements in respect of the Acquisition have been terminated or Tuscany advises the Underwriters that it does not intend to proceed with the Acquisition, or a party to the Acquisition announces to the public that it does not intend to proceed with the Acquisition (each a "Termination Event"), the Escrowed Funds, together with accrued interest earned thereon, net of any applicable withholding taxes, will be returned to the holders of the Subscription Receipts.

A portion of the net proceeds of the Offering released from escrow will be used to fund the purchase price of the Acquisition. Tuscany currently intends to use the balance to spend up to US$10 million to refurbish three to five of Brazilco's rigs and the remainder to fund the Corporation's 2011 on-going capital program, which contemplates organic growth through the construction of three to five additional drilling and workover rigs, taking into account market demands. As Tuscany regularly reviews its forecast, considering current market conditions, development opportunities and operational activity in the areas in which it currently operates, the use of the balance of the net proceeds of Offering may, for sound business reasons, be reallocated towards other opportunities, such as potential strategic acquisitions identified as part of Tuscany's on-going business operations that are perceived to satisfy or complement its on-going capital program.

Conversion of Outstanding Debt into Common Shares

Pursuant to a debt conversion agreement entered into on the date hereof between Tuscany and Perfco Investments Ltd. ("Perfco"), a corporation controlled by Mr. Walter Dawson, Chairman and Chief Executive Officer of Tuscany, Tuscany has repaid the aggregate principal amount of US$5,874,620 loaned by Perfco to Tuscany and a portion of the costs incurred by Perfco associated with providing the loan, through the issuance to Perfco of 3,839,621 Common Shares at a conversion price equal to the Offering Price. Upon the earlier of: (a) the date of a Termination Event; (b) the Deadline; and (c) the date upon which the Acquisition closes, Tuscany has agreed to pay to Perfco in cash the balance of the costs incurred by Perfco associated with providing the loan and all unpaid interest, whereupon all obligations of Tuscany owing to Perfco in respect to the loan shall be satisfied.

About Tuscany

Tuscany, a corporation headquartered in Calgary, Alberta, is engaged in the business of providing contract drilling and work‐over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America and has operating centers in Colombia, Ecuador, Brazil and Peru.

READER ADVISORY

Statements in this press release contain forward-looking statements, including statements regarding the anticipated closing of the Acquisition and the use of proceeds of the Offering. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous unknown risks, uncertainties, and other factors, many of which are beyond the control of Tuscany. These risks include, but are not limited to, risks associated with failing to satisfy all conditions to closing the Acquisition; risks associated with the possible failure to realize the anticipated synergies in integrating the operations of Brazilco with the operations of Tuscany; the risks associated with the negotiation of rig construction contracts on terms acceptable to Tuscany, delays in the construction of rigs to the required specifications and delays in the deployment of rigs; the risks associated with the oil and gas industry, commodity prices and exchange rate changes, regulatory changes, successful exploitation and integration of technology, customer acceptance of technology, changes in drilling activity and general global economic, political and business conditions. Industry related risks could include, but are not limited to: operational risks, delays or changes in plans, health and safety risks and the uncertainty of estimates and projections of costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. Tuscany does not undertake any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

The Toronto Stock Exchange has not reviewed, nor does it accept responsibility for the adequacy or accuracy of this release.

Contact Information

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

    Tuscany International Drilling Inc.
    Reg Greenslade
    President
    (403) 265-8258
    (403) 265-8793

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

    Tuscany International Drilling Inc.
    100, 522-11th Avenue S.W.,
    Calgary, Alberta