FOR IMMEDIATE RELEASE
November 19, 2018– Toscana Energy Income Corporation (“Toscana” or the “Corporation”) (TSX: TEI)announces that the Toronto Stock Exchange (the “TSX“) has advised Toscana that its 7.25% convertible unsecured subordinated debentures due December 31, 2021 (the “Debentures“) will commence trading on an interest flat basis on November 20, 2018.
On November 16, 2018, the Corporation has called an extraordinary meeting of its holders of Debentures (the “Debentureholders“) to be held on December 14, 2018 at which the Debentureholders will consider, and if deemed advisable, pass an extraordinary resolution to approve the deferral (the “Deferral“) of the interest payment due and payable by Toscana to Debentureholders of record on December 31, 2018 under the terms and conditions of the trust indenture between the Corporation and Valient Trust Company (which was acquired by Computershare Trust Company of Canada) (the “Debenture Trustee“) dated as of the 11thday of June, 2013 and as amended on the 23rdday of April, 2018 (the “Indenture“). In consideration for the Deferral, the Corporation proposes to make an aggregate payment in the amount of $825,000, such payment to be made in two equal payments by Toscana to the Debenture Trustee for the benefit of Debentureholders of record as at September 30, 2019 and April 30, 2020, respectively, on and in accordance with the terms of the Indenture, and such payment being comprised of: (i) $725,000 in complete satisfaction of the interest payment due to Debentureholders of record on the applicable interest payment dates (the “Interest Payment“); and (ii) $100,000 as a lump sum fee in consideration for the deferral of the Interest Payment.
The TSX has advised the Corporation that as the TSX has no assurance that the Corporation will be in a position to pay interest on the Debentures on the next interest payment date of June 30, 2019, all trades in the Debentures will commence trading at the opening of the markets on November 20, 2018 on an interest flat basis until further notice. The TSX has advised that it will not report accrued interest regarding any trades made on an interest flat basis to its participating organizations.
About Toscana Energy Income Corporation
Toscana Energy Income Corporation 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
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as “appear”, “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions.
More particularly and without limitation, this news release contains forward‐looking statements and information concerning the Corporation’s intention to implement the amendments and the timing associated therewith. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Corporation. Although management of the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Corporation relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; access to markets; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions and failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
SOURCE: Toscana Energy Income Corporation