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DZR Diaz Resources Ltd

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Share Name Share Symbol Market Type
Diaz Resources Ltd TSXV:DZR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Tuscany and Diaz Announce Mailing of Joint Information Circular in Connection With Proposed Business Combination and New Cred...

26/06/2013 2:00pm

Marketwired Canada


Tuscany Energy Ltd. ("Tuscany") (TSX VENTURE:TUS) and Diaz Resources Ltd.
("Diaz") (TSX VENTURE:DZR) today announced that they have mailed to shareholders
of record as of the close of business on June 7, 2013, a joint information
circular and proxy statement (the "Joint Information Circular") and related
materials in connection with the annual and special meetings of the holders of
common shares of Tuscany and Diaz to be held on July 15, 2013 to, among other
things, consider and, if deemed advisable, approve the acquisition by Tuscany of
all of the issued and outstanding common shares ("Diaz Shares") of Diaz in
exchange for common shares ("Tuscany Shares") of Tuscany on the basis of 0.31 of
a Tuscany Share for each Diaz Share (the "Business Combination"). It is proposed
that the acquisition be completed pursuant to a plan of arrangement under
section 193 of the Business Corporations Act (Alberta). 


The proposed Business Combination requires the approval of at least two-thirds
of the votes cast by Diaz shareholders, as well as the approval of a majority of
the votes cast by both Diaz shareholders and Tuscany shareholders (voting
separately) after excluding the votes of those shareholders required to be
excluded in determining minority approval in accordance with applicable
securities laws. The Business Combination is also subject to customary stock
exchange and court approvals. 


Tuscany is also pleased to announce that it has received a term sheet from its
lender whereby it has indicated it is prepared to provide Tuscany a $9.1 million
revolving facility (the "Facility") following completion of the Business
Combination. The Facility will be available for general corporate purposes
related to Tuscany's exploration for, and development and production of, oil and
natural gas, and will be secured with a first floating charge over all real and
personal property of Tuscany. The Facility will carry interest at a rate of
prime plus 1.25% and is subject to the execution of definitive loan
documentation following completion of the Business Combination and Tuscany
maintaining a working capital ratio of no less than 1.00 to 1. 


For further details and information with respect to the Business Combination,
please see the Joint Information Circular which is available on SEDAR at
www.sedar.com. Assuming that all approvals are obtained and that all other
conditions precedent are satisfied, closing of the Business Combination is
expected to occur as soon as possible following the annual and special meetings.



Operational Update 

At the Evesham field, water disposal upgrading has been completed in June, which
encompassed the deepening and re-completion of a vertical well for water
disposal, the connection of this well by pipeline to existing infrastructure,
adding a water disposal pump and the upgrading of bottom hole pumps. As a result
of the expansion, the fluid handling capacity has been increased from 6,000
barrels per day to 12,000 barrels per day. 


Tuscany has scheduled the drilling of two Evesham horizontal oil wells for the
third quarter of 2013. 


At the Macklin field, an expansion of the water disposal system is scheduled for
July, which will include the addition of a water injection pump and upgrading
bottom hole pumps. Also at Macklin, the Company plans to reactivate three shut
in horizontal oil wells and to drill one additional horizontal oil well in the
third quarter.


READER ADVISORIES 

Certain information provided in this press release constitutes forward-looking
statements. The words "anticipate", "expect", "project", "estimate", "forecast",
"plan", "believe" and similar expressions are intended to identify such
forward-looking statements. This press release contains forward-looking
statements pertaining to, without limitation: the proposed terms of the Business
Combination and the Facility; and the proposed timing for holding the annual and
special meetings of Tuscany and Diaz and for closing the Business Combination.
Tuscany and Diaz have made various assumptions relating to the forward-looking
statements contained herein, including in respect of our ability to obtain all
requisite approvals and otherwise satisfy the conditions precedent to closing
the Business Combination. Although Tuscany and Diaz believe that the
expectations reflected in these forward-looking statements, and the assumptions
on which they are made, are reasonable, undue reliance should not be placed on
them as they can give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions and are based on
various assumptions, by their very nature they involve inherent risks and
uncertainties that contribute to the possibility that the forward-looking
statements may not be accurate, which may cause Tuscany's and Diaz's actual
performance and financial results in future periods to differ materially from
any estimates or projections of future performance or results expressed or
implied by such forward-looking statements. These risks and uncertainties
include, among other things, failure to obtain requisite third party and
regulatory consents and approvals required to complete the Business Combination
and otherwise satisfy all of the conditions precedent to closing the Business
Combination and entering into the Facility, and the other factors described in
Tuscany's and Diaz's public filings available at www.sedar.com. Readers are
cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this press release are made as of
the date hereof and Tuscany and Diaz undertake no obligation to publicly update
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. The forward-looking statements contained in this document 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Tuscany Energy Ltd. or Diaz Resources Ltd.
Robert W. Lamond
President & CEO
(403) 269-9889
(403) 269-9890 (FAX)
IR@tuscanyenergy.com or info@diazresources.com


Tuscany Energy Ltd. or Diaz Resources Ltd.
Donald K. Clark
Vice President Operations & COO
(403) 269-9889
(403) 269-9890 (FAX)
www.tuscanyenergy.com or www.diazresources.com

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