CALGARY, ALBERTA--(Marketwire - Nov. 19, 2012) - Tuscany International Drilling Inc. ("Tuscany" or the "Company") (TSX:TID) (COLUMBIA:TIDC) announced today that it will conduct a series of meetings with institutional investors internationally, with a view to, subject to pricing and market conditions, a placement of its senior notes in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended.
The purpose of any placement would be to raise funds which, together with funds drawn under an amended and upsized revolving credit facility, would be applied to repay the Company's term loans under its credit agreement and to pay fees and expenses associated with the refinancing transactions.
The offering of any such notes has not been and will not be registered under the Securities Act of 1933, as amended, or under any U.S. state securities laws. Any notes and related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy notes or any other securities, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
The Toronto Stock Exchange has not reviewed, nor does it accept responsibility for the adequacy or accuracy of this press release. The listing of Tuscany's common shares on the Colombian Stock Exchange does not imply a certification by the BVC of the value or solvency of Tuscany.
In connection with any offering, the initial purchasers may engage in over-allotment, stabilizing transactions, covering transactions and penalty bids. These transactions may cause the price of notes to be higher than it would otherwise be in the absence of these transactions which, if commenced, may be discontinued at any time.
In any Member State of the European Economic Area that has implemented Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EC (to the extent implemented in such Member State) and any relevant implementing measure in such Member State, the "Prospectus Directive"), this press release is only addressed to and directed at persons who are "qualified investors" within the meaning of the Prospectus Directive.
In the United Kingdom, this press release is only being distributed to and is only directed at investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
The notes would only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, qualified investors or relevant persons, as the case may be. Any person who is not a qualified investor or a relevant person, as the case may be, should not act or rely on this document or any of its contents.
Statements in this press release contain forward-looking information. 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 known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Tuscany. These risks include, but are not limited to: the timely construction and deployment of drilling rigs, the successful negotiation of drilling contracts, the oil and gas industry, commodity prices and exchange rate 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 rig construction and deployment, 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.