CALGARY, ALBERTA -- (Marketwired) -- 07/16/13 -- Tuscany Energy Ltd. ("Tuscany") (TSX VENTURE: TUS) and Diaz Resources Ltd. ("Diaz") (TSX VENTURE: DZR) are pleased to jointly announce that they have completed their previously disclosed business combination (the "Business Combination"). Tuscany has acquired all of the issued and outstanding common shares of Diaz on the basis of 0.31 of a common share of Tuscany ("Tuscany Share") for each one (1) Diaz common share of Diaz ("Diaz Share") pursuant to a Plan of Arrangement under the Alberta Business Corporations Act. In addition, following completion of the Business Combination the Tuscany Shares were consolidated on an 8 to 1 basis (the "Consolidation"). After giving effect to the Business Combination and the Consolidation, there are approximately 18.6 million post-Consolidated Tuscany shares outstanding. The Business Combination was approved by the shareholders of each of Tuscany and Diaz at meetings held today.
Letters of Transmittal have been forwarded to shareholders of Diaz to be utilized in order to exchange their Diaz Shares for post-Consolidation Tuscany Shares and to shareholders of Tuscany to be utilized to exchange their Tuscany Shares for post-Consolidation Tuscany Shares. Additional copies may be obtained by contacting Tuscany or Computershare Investor Services Inc. It is anticipated that the Diaz Shares will be delisted from the TSX Venture Exchange at the close of business on Thursday, July 18, 2013 and trading of the Tuscany Shares on a post-Consolidation basis will commence at the opening of trading on Friday, July 19, 2013.
Tuscany Energy Ltd.
Tuscany is an oil and gas exploration and development company with production and reserves primarily in Saskatchewan and Alberta. The Company's principal focus is growth in oil sales from development drilling of horizontal heavy oil wells in Saskatchewan. Pro-forma the acquisition of Diaz, Tuscany is estimated to have:
-- Proved plus probable reserves of approximately 2.5 million BOE (2.2 million barrels of oil and 2.2 Bcf of natural gas), estimated as of December 31, 2012 based on the independent engineering evaluations of each of Diaz and Tuscany;-- combined Q1 2013 average production of approximately 683 BOEd;-- 86,217 net acres of undeveloped land;
In the next week, Tuscany plans to commence its summer drilling program consisting of: the drilling of 1 new horizontal development oil well (one net well) on its Macklin property and then 2 new horizontal development oil wells (1.2 net wells) on its Evesham property, both in Saskatchewan.
Where amounts are expressed on a barrel of oil equivalent (BOE) basis, natural gas volumes have been converted to barrels of oil on the basis of six thousand cubic feet (mcf) per barrel (bbl). Barrels of oil equivalent may be misleading, particularly if used in isolation. A BOE conversion ratio has been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel and is based on an energy equivalent conversion method applicable at the burner tip and does not represent an economic value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 mcf: 1 bbl, using a conversion on a 6 mcf: 1 bbl basis may be misleading as an indication of value.