TOSCANA ENERGY REPORTS VOTING RESULTS OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TOSCANA ENERGY REPORTS VOTING RESULTS OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

 

FOR IMMEDIATE RELEASE

 

April 23, 2018 – Toscana Energy Income Corporation (“Toscana Energy” or the “Company”) (TSX: TEI) held itsannual and special meeting of shareholders (the “Meeting”) on April 23, 2018 in Calgary, Alberta. A total of 1,565,566 common shares (“Common Shares”) of the Company, representing approximately 22.14% of the issued and outstanding Common Shares, were represented in person or by proxy at the Meeting.

 

In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the Meeting.

 

1 According to a show of hands, the number of directors to be elected at the Meeting was set at five (5). Proxies were received as follows:

 

Votes For Votes Against
Number Percentage Number Percentage
1,525,842 99.72% 4,285 0.28%

 

2 The five director nominees proposed by management were elected by ballot at the Meeting. Proxies and in-person votes were received as follows:

 

Nominee Votes For Votes Withheld
Number Percentage Number Percentage
Donald Copeland 1,561,631 99.75% 3,935 0.25%
Joseph Durante 1,504,194 96.08% 61,372 3.92%
John Festival 1,561,171 99.72% 4,395 0.28%
Martin Hislop 1,561,681 99.75% 3,885 0.25%
Brian Krausert 1,560,404 99.67% 5,162 0.33%

 

3 According to a show of hands, Deloitte LLP was appointed as auditors of Toscana until the close of the next annual meeting, at such remuneration as may be approved by the board of directors of the Company. Proxies were received as follows:

 

Votes For Votes Withheld
Number Percentage Number Percentage
1,525,542 99.70% 4,585 0.30%

4 According to proxies received and voted by ballot, the resolution to (i) ratify, confirm and approve the renewal of the Company’s restricted share unit plan (“RSU Plan”) and (ii) approve and authorize for a period of three years all unallocated restricted share units issuable pursuant to the RSU Plan was approved as follows:

 

Votes For Votes Against
Number Percentage Number Percentage
1,502,172 95.95% 63,394 4.05%

 

5 According to proxies received and voted by ballot, the special resolution to reduce the stated capital of the Company by an aggregate amount of up to $25 million was approved as follows:

 

Votes For Votes Against
Number Percentage Number Percentage
1,560,381 99.67% 5,185 0.33%

 

6 According to proxies received and voted by ballot, the resolution to approve certain amendments to the trust indenture between the Company and Valiant Trust Company (which was acquired by Computershare Trust Company of Canada) dated as of the 11thday of June, 2013 (the “Indenture”), including the reduction of the conversion price upon conversion of the 6.75% convertible unsecured subordinated debentures (the “Debentures”) into Common Shares from $19.70 per Common Share to $1.00 per Common Share which, upon such conversion of the amended Debentures into Common Shares would result in 20,000,000 Common Shares being issued, which may “materially affect control” (as defined in the Toronto Stock Exchange Company Manual (the “TSX Manual”) of the Company was approved as follows:

 

Votes For Votes Against
Number Percentage Number Percentage
1,560,704 99.69% 4,862 0.31%

 

7 According to proxies received and voted by ballot, the resolution to approve the issuance of Common Shares upon the conversion of Debentures into Common Shares in accordance with the existing terms of the Indenture, which (i) upon conversion of the Debentures into Common Shares may result in a holder or holders holding more than 20% of the voting securities of the Company, which may “materially affect control” (as that term is defined in the TSX Manual) of the Company, and (ii) may result in the issuance of Common Shares that would exceed 25% of the then issued and outstanding Common Shares was approved as follows:

 

Votes For Votes Against
Number Percentage Number Percentage
1,559,904 99.64% 5,662 0.36%

 

 

In order for the amendments to the Debentures to be effected, such amendments must also be approved by the holders (“Debentureholders”) of Debentures. At a meeting of Debentureholders held immediately following the Meeting, such amendments were approved by the Debentureholders.

 

About Toscana Energy Income Corporation

 

Toscana Energy is a conventional oil and gas producer with the mandate to acquire high quality, long life oil and gas assets including royalties, non-operated working interests and unitized production for yield and capital appreciation.

 

For further information, please contact:

 

Joseph S. Durante, Chief Executive Officer

 

Tel:      (403) 410-6793

 

Fax:      (403) 444-0090

 

Source: Toscana Energy Income Corporation