CALGARY, April 2, 2013 /CNW/ - Toscana Energy Income Corporation (Toscana Energy or the Company) (TSX Venture: TEI) wishes to announce that in connection with the remaining contractual obligations owed by the Company to its manager, Toscana Energy Corporation (the Manager), the Company will issue an aggregate of 164,650 common shares in the capital of the Company (each a Common Share) at a deemed price of $22.73 per share. The Common Shares will have a one year self imposed escrow provision. The liability was incurred pursuant to the performance fee provisions (the Performance Fee) of a management agreement dated March 5, 2010 between the Company and the Manager (the Management Agreement) (such agreement subsequently superseded by a new management agreement dated October 11, 2012).
In summary, the Performance Fee is payable as a result of the pre-tax rate of return to the shareholders of the Company exceeding 8% per annum, the hurdle rate established in the Management Agreement, which is set out in more detail in the information circular of the Company dated September 7, 2012. The Manager receives 20% of the amount that exceeds this rate of return. As a result of the going public transaction with Senmar Capital Corp. which closed on October 11, 2012, the value of the Common Shares were set at $22.73 per Common Share representing a 127% increase in value from their original cost base of $10 per Common Share.
The total amount payable under the Performance Fee was $5,346,426 and it was agreed by the Company and the Manager that this fee would be payable one third in cash and the balance in Common Shares at a deemed price of $22.73 per share. The cash portion of this fee has since been paid. There are seven shareholders of the Manager that will participate in the Performance Fee, four of which are currently officers and/or directors of the Company. The Company will also be paying an amount of cash equal to the dividends that would have been paid had such Common Shares been issued on the date that the Performance Fee was due and payable.
About Toscana Energy Income Corporation
Toscana Energy Income Corporation is a conventional oil and gas producer with a 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. Toscana Energy Income Corporation is managed by Sprott Toscana through Toscana Energy Corporation. Sprott Toscana is a member of the Sprott Group of Companies.
About Sprott Toscana
Sprott Toscana (formerly Toscana Merchant Group) is a team of Calgary-based energy specialists that manage three separate businesses: Toscana Energy Income Corporation (through Toscana Energy Corporation), Toscana Financial Income Trust and Maple Leaf Energy Income LPs. In July 2012, Toscana Merchant Group joined the Sprott Group of Companies when it was acquired by Sprott Inc. (TSX: SII), Canada's leading alternative asset manager and a global leader in resource investing.
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 expected issuance of common shares in the capital of the Company in satisfaction of the liability owed by the Company to the Manager. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company and although management of the Company 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 Company 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; 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 Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement
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: Toscana Energy Income Corporation
For further information:
For further information, please visit our website at www.sprott-toscana.com or contact:
Joseph S. Durante, Chief Executive Officer
Tel: (403) 410-6793
Fax: (403) 444-0090
E-Mail: [email protected]