Early Warning
December 24 2013 - 5:09PM
Marketwired Canada
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
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
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