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CALGARY, April 16 /CNW/ - Tuscany International Drilling Inc. ("Tuscany" or the "Company") (TSX: TID) is pleased to announce that the acquisition of all of the issued and outstanding common shares ("CHEQ-IT Shares") of CHEQ-IT Ltd. ("CHEQ-IT") on the basis of 0.0265 of a common share of Tuscany (a "Tuscany Share") for each 1.0 CHEQ-IT Share by way of a plan of arrangement (the "Arrangement") has been successfully completed. The Tuscany Shares will commence trading on the Toronto Stock Exchange on or about April 19, 2010, under the trading symbol "TID". In addition, the share purchase warrants of Tuscany issued in connection with the exchange of the Special Warrants of Tuscany under the Arrangement will also commence trading on or about April 19, 2010, under the symbol "TID.WT.A". In connection with the completion of the Arrangement, the CHEQ-IT Shares shall be delisted from the TSX Venture Exchange. Jennings Capital Inc. acted as strategic advisors to Tuscany with respect to the Arrangement.
Tuscany is also pleased to announce the appointment of Reginald Greenslade as President of Tuscany and the appointment of Donald Wright as Lead Director.
Mr. Reginald Greenslade is a Professional Engineer and the former Chairman, President and CEO of Big Horn Resources Ltd., Enterra Energy Corp. and Chairman of Enterra Energy Trust until March, 2006. He was President and CEO of Enterra Energy Trust from January to June of 2005 and was the President and CEO of JED Oil Inc. from November, 2003 to January, 2005. During his time as President and CEO of JED Oil Inc., the market capitalization of the Company increased from approximately $50 million to over $170 million and the share price increased from under $4.00 per share to over $12.00 per share. During Mr. Greenslade's tenure as President and CEO at Enterra, the market capitalization grew from under $2.0 million to surpass the $1.0 billion mark. Enterra's share price rose steadily from under $2.00 per share to approximately $60.00 per share on a pre-split basis. A two for one stock split was completed during this time. Mr. Greenslade is a founder and a director of Spartan Exploration Ltd., (TSX: SPE), a junior oil and gas exploration and production company focused on light and medium oil opportunities in Saskatchewan and Alberta, Eastend Energy Corp., an oil and natural gas company focused in Southwest Saskatchewan, and Athlete Equity Partners, a financial equity partnership. Mr. Greenslade also serves on the Board of Directors of Maverick Business Solutions, an integrated oil and gas service company, and Andora Energy Corporation, an oilsands company.
Mr. Donald Wright is currently the President and Chief Executive Officer of The Winnington Capital Group Inc., an investment counsel and portfolio management company. Mr. Wright's career has spanned over 30 years in the investment industry. He has held a number of leadership positions, including President of Merrill Lynch Canada, Executive Vice-President, director and member of the executive committee of Burns Fry Ltd., Chairman and Chief Executive Officer of TD Securities Inc. and Deputy Chairman of TD Bank Financial Group. Mr. Wright is the Chairman of the board of directors of VIA Rail Canada Inc., Richards Packaging Inc., Grey Horse Corporation, Attwell Capital Inc., Cinaport Inc., Equity Transfer Trust Company, the Chairman of the board of trustees of Richards Packaging Income Fund, and is a member of the board of directors of American Cancer Center, Black Bull Resources Inc., Condor Petroleum Inc., DHX Media Ltd., MaRS Innovation, Public Mobile Inc., Tuscany International Drilling Inc., GMP Capital Inc. He is also, a Trustee for the Hospital for Sick Children, and a Member of the Royal Ontario Museum Governors' Finance Committee.
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. The Company is currently focused on providing services to oil and natural gas operators in South America. During 2009 Tuscany established operating centers in Bogota, Colombia and Quito, Ecuador, and is currently registering to allow for business operations in Brazil and Peru. Tuscany has been engaged in an aggressive rig building program with the latest technology and currently has two drilling rigs and four heavy duty workover rigs in operation, with three additional rigs currently being transported to location. The Company's 2010 business plan contemplates the construction of approximately 10 drilling/heavy duty workover rigs and the acquisition of one recently constructed heli-portable drilling rig.
The Tuscany Management Team believes that current market conditions in the South American service sector provide an optimal point of entry for a new oilfield service company. Drilling commitments from new and ongoing license rounds combined with increased heavy oil development and Colombia announcing their intention to double production by 2015 has resulted in an increase in demand for oilfield services in South America. The continuing development of the South American oil and natural gas industry has resulted in oil and gas companies demanding new technology drilling equipment to complete their drilling programs and has resulted in an overwhelmingly positive acceptance of the six drilling and heavy duty workover rigs Tuscany has recently introduced into the South American market. Tuscany plans to continue building new assets for deployment as customers commit. The business model the Company established in 2009 has proved itself as 2010 has witnessed a tremendous increase in demand for drilling and work-over rigs. It is anticipated that these factors combined with increased access to capital as a public entity will provide the Tuscany shareholders with the opportunity for increased returns.
Tuscany expects to focus on the rapidly expanding South American oil and gas services industry, growing through building the newest technology drilling rigs coupled with a targeted acquisition and consolidation strategy where attractive acquisition multiples can be achieved. Tuscany's extensive asset base, in a well capitalized corporate structure will facilitate growth through cash flow from operations and strategic acquisitions.
The Tuscany Management Team has a solid track record of creating value in high-growth and oilfield service companies. The Tuscany Management Team is led by Walter Dawson as Chairman and Chief Executive Officer, Reg Greenslade as President, Bruce Moyes as Chief Financial Officer and Don Bertsch as Vice President, Operations.
Walter Dawson, Chief Executive Officer
Mr. Walter Dawson, founder, Chairman and Chief Executive Officer of Tuscany, has worked with, and been a leader in, the oil service industry for over 40 years. Mr. Dawson was the founder of Saxon Energy Services Inc. ("Saxon"), an international oilfield services company which was a publicly traded company from 2001. Mr. Dawson was Chairman of the board of directors of Saxon, prior to its acquisition in 2008 by Schlumberger Oilfield Holdings Limited and a private equity investor, First Reserve, in a transaction valued at approximately $700 million. In 1993 Mr. Dawson founded what became known as Enserco Energy Services Company Inc., formerly Bonus Resource Services Corp. Enserco entered the well servicing businesses through the acquisition of over 26 independent Canadian service rig operators. Prior to his time at Saxon and Enserco, Mr. Dawson served for 19 years as President, Chief Executive Officer and a director of Computalog Ltd., which is now an operating division of Weatherford. Computalog's primary businesses were oil and gas logging, perforating, directional drilling and fishing tools. While at Computalog, Mr. Dawson instituted a technology center, located in Fort Worth, Texas, to develop electronics designed for downhole wellbore logging tools. Mr. Dawson is the sole owner and President of Perfco Investments, Ltd., an investment company, and is a director of Gran Tierra Energy Inc.
Reginald Greenslade, President
As detailed above.
Bruce Moyes, Chief Financial Officer
Mr. Bruce Moyes has over 25 years of accounting and financial experience in a variety of entities, most recently as Vice President, Finance and Treasurer of Ensign Energy Services Inc., a land-based international oilfield services contractor whose shares are listed on the Toronto Stock Exchange. Prior thereto, Mr. Moyes was a Manager of Financial Planning and Analysis at Canadian Pacific Limited from 1996 to 1999. Prior thereto, Mr. Moyes was a Senior Manager with PricewaterhouseCoopers LLP, where he worked from 1985 to 1996.
Don Bertsch, Vice President, Operations
Mr. Don Bertsch has over 30 years of experience in international drilling and work-over services, 15 years of which are in South and Central America. Of note, Mr. Bertsch was the Regional Manager, Ecuador and Colombia of Saxon from 2003 to 2009. Prior thereto, Mr. Bertsch was the General Manager, Pool International Ecuador, Nabors Drilling and Welltech in Argentina.
The Board of Directors of Tuscany consists of Walter Dawson, Donald Wright, Reg Greenslade, Jeffrey Scott, Terry McIver and John R. Rooney.
Walter Dawson, Chairman and CEO
As detailed above.
Donald Wright, Lead Director
As detailed above.
Reginald Greenslade, President and Director
As detailed above.
Jeffrey Scott, Director
Mr. Scott is a founder and Chairman of the Board of Directors of Gran Tierra Energy Inc. since January 2005. Since 2001, Mr. Scott has served as President of Postell Energy Co. Ltd., a 30 year old private oil and gas producing company. He has been in the oil industry for over 28 years and has extensive oil and gas management and operations experience. Beginning as a production manager of Postell Energy Co. Ltd. in 1985, he advanced to President in 2001. Mr. Scott has served as a senior officer and/or director of various publicly traded companies and is currently a Director of Essential Energy Services Trust, Petromanas Energy Inc. and is Chairman of Nucoal Energy Corp . Mr. Scott was a director of Saxon from 2004 to 2008.
Terry McIver, Director
Mr. Terry McIver is the President of Loadcraft Industries Ltd., an internationally known manufacturing company located in Brady and Brownwood, Texas which specializes in mobile drilling rig and trailer manufacturing.
John R. Rooney, Director
Mr. John R. Rooney is the President and CEO of Northern Blizzard Resources Inc., a private oil & gas company. Prior thereto, Mr. Rooney served as CEO of TUSK Energy Corporation since the acquisition of Zenas Energy Inc. by Tusk in January 2007 and until Tusk was sold to a large U.S. pension fund in April of 2009. Prior thereto, Mr. Rooney was President and CEO of Zenas Energy Inc. from August 2005 to December 2006, President and CEO of Blizzard Energy Inc. from December 2002 to July 2005, and served as Vice President and CFO and then President and CEO of Equatorial Energy Inc. from May 1999 to July 2002. Mr. Rooney is a Chartered Accountant and a Chartered Business Valuator. Mr. Rooney is also a Director of Western Energy Services (a public oil services company), Gastar Exploration Ltd. and Caza Oil & Gas Inc. (both public oil and gas companies) and of Export Development Canada (a crown corporation).
Statements in this joint press release contain forward-looking information including, without limitation, components of cash flow and earnings. 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, 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 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.
Readers are further cautioned that the preparation of financial statements in accordance with Canadian generally accepted accounting principles ("GAAP") requires management to make certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.
Cash flow from operations are not recognized measures under GAAP. Management of Tuscany believes that, in addition to net income, cash flow from operations is a useful supplemental measure as it demonstrates an ability to generate the cash necessary to repay debt or fund future growth through capital investment. Readers are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with GAAP as an indication of Tuscany's performance. Tuscany's method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to measures used by other companies. For these purposes, Tuscany defines cash flow from operations as cash provided by operations before changes in non-cash operating working capital.
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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The Toronto Stock Exchange has not reviewed, nor does it accept responsibility for the adequacy or accuracy of this release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE CHEQ-IT LTD.
For further information: For further information: Walter Dawson, Chairman and CEO, Reg Greenslade, President or Bruce Moyes, CFO, Tuscany International Drilling Inc., 100, 522-11th Avenue S.W., Calgary, Alberta; Phone (403) 265-8258, Fax (403) 265-8793