NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Senmar Capital Corp. (TSX VENTURE:SMR.P) ("Senmar") is pleased to announce that
it has entered into a letter of intent dated March 22, 2012 (the "Letter
Agreement") whereby it will pursue a business combination with Toscana Resource
Corporation ("Toscana" or the "Company") as further described below (the
"Proposed Transaction"). If completed, subject to the approval of the TSX
Venture Exchange ("TSXV"), the proposed transaction will constitute Senmar's
Qualifying Transaction as set forth in Policy 2.4 of the TSXV.
The Proposed Transaction
The proposed transaction is expected to be structured by way of a three corner
amalgamation, in which Senmar will amalgamate with a wholly-owned subsidiary of
Toscana (which will be incorporated for that purpose) pursuant to which the
shareholders of Senmar will receive common shares in the capital of Toscana (the
"Toscana Shares") in exchange for the common shares in the capital of Senmar
("Senmar Shares"), based on an exchange ratio (the "Exchange Ratio") of
0.01011879 of a Toscana Share for each Senmar Share. As part of the Transaction,
once amalgamated with Senmar, the wholly-owned subsidiary of Toscana will become
the resulting listed issuer.
Toscana Resource Corporation
Toscana was incorporated under the Business Corporations Act (Alberta) on March
2, 2010 by Toscana Merchant Group, an association of oil and gas specialists,
with the mandate to acquire long life oil and gas assets including royalties,
non operated working interests and unitized production for yield and capital
appreciation. Toscana was initially capitalized by various investors with no
outright control persons. The Company has grown since inception and has
completed a number of acquisitions including:
1. Minnehik Buck Lake ("MBL") - Acquired in August 2010, as an approximate
8.6% unitized interest property producing a mix of natural gas and
natural gas liquids. In addition, this acquisition included ownership in
the MBL gas processing facility whereby the Company earned processing
income. The property is located in west central Alberta. This property
was sold in November 2011.
2. Joffre Unit and Non Unit ("Joffre") - Acquired in February 2011, Joffre
is an approximate 40% working interest. The property produces a blend of
light oil, natural gas and natural gas liquids and has been in
production since the 1960s. Joffre is located near Red Deer, Alberta.
3. Weyburn, Saskatchewan ("Weyburn") - Acquired in February 2011, Weyburn
has an approximate 50% ownership in the Weyburn # 6 and #10 Units and
some non-unit lands. Weyburn is a light oil property and is located in
Weyburn, Saskatchewan.
4. Hangingstone ("Hangingstone") - Acquired in February 2011, Hangingstone
is an approximate 25% working interest. It is a non-operated property
and is located in northeastern Alberta.
5. Marten Hills ("MH") - Acquired in April 2011, MH is a 50% non-operated
working interest located in east central Alberta.
6. Carmangay ("Carmangay") - Acquired in July 2011, Carmangay is a 100%
operated oil property characterized as producing light oil. Carmangay is
located in southern Alberta.
Senmar intends to issue a comprehensive news release disclosing certain
technical information in connection with the Company at a later date and upon
approval from the TSXV.
Toscana currently has 2,099,932 common shares issued and outstanding and 653,228
convertible preferred shares issued and outstanding which may be converted into
common shares on a one to one basis, subject to adjustment. As at the date of
this news release, GMP Securities LP is the registered holder of an aggregate of
771,000 common shares representing approximately 36.7% of the issued and
outstanding common shares. Other than as set forth above, Toscana has no other
securities issued and outstanding and no options to acquire Toscana Shares have
been granted.
Summary of Financial Information for Toscana Resource Corporation
For the nine month period ending September 30, 2011 (unaudited, internally
prepared), Toscana generated revenue of $12.0 million and had net income of $3.2
million. Cash flow for the period was $4.5 million. Approximately $1.9 million
in dividends were paid out during the year. Net debt was approximately $41.4
million which was subsequently reduced later in the year with the sale proceeds
of MBL and the issuance of preferred shares having aggregate gross proceeds of
approximately $9.8 million. Assets in respect of Toscana aggregated
approximately $72.5 million with aggregate liabilities of approximately $52.4
million. Debt and working capital deficiency aggregated approximately $41.4
million. Share capital for Toscana is approximately $20.4 million.
Senmar Capital Corp.
Senmar is a capital pool company incorporated under the provisions of the
Business Corporations Act (Alberta) with its registered and head office in
Calgary, Alberta. Senmar is a "reporting issuer" in the provinces of Ontario,
British Columbia and Alberta and currently holds approximately $550,000 cash net
of all accrued expenses and liabilities.
The Proposed Transaction is an arm's length transaction subject to requisite
regulatory approval, including the approval of the TSXV. The parties will
prepare an information circular in accordance with the rules of the TSXV,
outlining the terms of the Transaction.
Senmar currently has 4,500,000 common shares issued and outstanding; 450,000
stock options exercisable at $0.20 per share; and 250,000 agent's options
exercisable at $0.20 per share.
Senmar will be required to obtain shareholder approval for the Proposed
Transaction.
Trading Halt
Trading in the Senmar Shares has been halted but is expected to resume upon
dissemination of the required news releases but may remain halted pending the
review of the Proposed Transaction by the TSXV. There can be no assurance that
trading in the Senmar Shares will resume prior to the completion of the Proposed
Transaction.
Resulting Issuer
Upon completion of the Proposed Transaction, it is anticipated that Toscana will
have 2,145,467 common shares issued and outstanding on an undiluted basis, being
the aggregate of (i) 45,535 Toscana Shares to be issued for all of the issued
and outstanding shares of Senmar; and (ii) 2,099,932 Toscana Shares that are
currently issued and outstanding. In addition, Toscana will have 653,228
convertible preferred shares issued and outstanding. Furthermore, options
(assuming no options are exercised prior to the closing of the Proposed
Transaction) to acquire an aggregate of up to 7,084 Senmar Shares (being
comprised of 450,000 options exercisable at $0.20 per share and 250,000 agent's
options exercisable at $0.20 per share that will be adjusted in accordance with
the Exchange Ratio) will continue as options to acquire Toscana Shares. Upon
completion of the Proposed Transaction, the shareholders of Senmar would hold
approximately 2.2% of the issued and outstanding capital of Toscana, on an
undiluted basis.
Toscana is managed by way of a Management Agreement with Toscana Energy
Corporation ("TEC"). Pursuant to the terms of the Management Agreement, TEC
charges Toscana a fee of $2.25 per boe produced to manage the affairs of the
Company plus any third party costs. In addition, Toscana shall pay TEC a
Performance Fee of 20% of the amount exceeding an 8% per annum pretax rate of
return. It is anticipated that the Management Agreement will continue to be in
force after completion of the Proposed Transaction, subject to TSXV approval.
Board of Directors and Management
Upon completion of the Proposed Transaction, the directors and officers of
Toscana, none of which are control persons of Toscana, are expected to be as
follows:
Donald D. Copeland (Chairman) - Victoria, British Columbia
Donald D. Copeland is a retired businessman with extensive experience in the oil
and gas industry. Mr. Copeland is the founder and past President of Codeco
Engineering Group, from October 2007 to August 2008, the Chairman of Upper Lake
Oil and Gas Ltd., from May 2001 to October 2007, the Chairman and Chief
Executive Officer of Diamond Tree Energy Ltd. and from May 1999 to April 2001,
the President and Chief Executive Officer of Titanium Oil and Gas Ltd. Mr.
Copeland is also a Director for several public and private oil and gas companies
including Toscana, Western Energy Services Corp., Crocotta Energy Inc. and IROC
Energy Services Corp.
Thomas Budd, Director - Kelowna, British Columbia
Thomas Budd is an independent investor and has many years of experience
providing mergers and acquisitions and financial advice on a significant number
of Canada's oil & gas transactions. Most recently, Mr. Budd served as President
and Vice Chairman, Head of Investment Banking at GMP Corp. and Griffiths
McBurney Canada Corp. from 1996 until 2008. Prior thereto, Mr. Budd was a
founding partner and director of an independent investment dealer in Calgary,
Alberta for six years. Prior to that, he held corporate finance positions with
two national investment dealers for eight years.
John Festival, Director - Calgary, Alberta
John Festival has over 24 years of experience in the oil and gas industry. Mr.
Festival is currently a Director of Toscana, a Director of Maple Leaf Energy
Income programs and the President, Chief Executive Officer and a Director of
BlackPearl Resources Inc. Prior thereto, Mr. Festival was the President of
BlackCore Resources Inc. (from October 2007 to January 2009) and the President
of Blackrock Ventures Inc. (from January 2001 to June 2006).
Martin Hislop, Director - Calgary, Alberta
Martin Hislop is a retired businessman with over 30 years experience in all
aspects of financing and managing private and listed oil and gas companies,
partnerships and trusts. Mr. Hislop is a Chartered Accountant. He is the founder
and former Chief Executive Officer of APF Energy Trust ("APF"), which was taken
over by StarPoint Energy Trust in June 2005. Prior to founding APF, he was the
President and Chief Executive Officer of Lakewood Energy Inc., a TSX listed oil
and gas company, which was created as a result of the merger of 10 limited
partnership drilling funds he created beginning in 1986. He also serves on the
Board of Directors of Cumberland Oil & Gas Ltd. and Petrobakken Energy Ltd.
Peter Kurceba, Director - Calgary, Alberta
Peter Kurceba has more than 30 years of experience in various management and
exploration capacities within the oil and gas industry. Mr. Kurceba is currently
a consultant to the oil and gas industry. Prior thereto, Mr. Kurceba was one of
the founders of Profico Energy Management Ltd. as well as Vice President,
Exploration from March 2000 through August 2004. Mr. Kurceba was also the
founding shareholder, President and Chief Executive Officer of Canrise Resources
Ltd., a Calgary, Alberta based exploration and production company.
Joseph Durante, Chief Executive Officer and a Director - Priddis, Alberta
Joseph Durante has over 24 years of direct industry experience. Mr. Durante is
currently the Chief Executive Officer of Toscana Merchant Group and the Chief
Executive Officer and a Director of Maple Leaf Energy Income programs. From 2005
to 2009, Mr. Durante was a co-founder and Chairman of Fairmount Energy Inc. and
from 2002 to 2005 was co-founder and Chairman of Ranchgate Energy Inc. Prior
thereto, Mr. Durante was Manager, Credit Western Canada, National Bank of
Canada.
Glen Tanaka, President and Chief Operating Officer - Calgary, Alberta
Glen Tanaka has over 35 years of experience in the oil and gas industry. Mr.
Tanaka is currently the Chief Operating Officer and Vice President, Engineering
of Toscana and Chief Operating Officer of Maple Leaf Energy Income programs.
From 1999 to 2000, Mr. Tanaka was the Chief Operating Officer of UTS Energy
Corporation and from 1997 to 1999 was an Executive Vice President at Pancanadian
Resources.
Shawna Chicilo, Chief Financial Officer - Calgary, Alberta
Shawna Chicilo has 13 years experience in the oil and gas industry. Ms. Chicilo
is currently the Chief Financial Officer of Toscana. From 1999 to 2003, Ms.
Chicilo articled with KPMG in Calgary. From 2003 to 2006, Ms. Chicilo worked in
both the budgeting and financial reporting groups at Burlington Resources Canada
and from 2006 to 2011 worked as a financial reporting consultant for various
private and public junior oil and gas companies.
Justin Ferrara - Corporate Secretary - Calgary, Alberta
Justin Ferrara has been a Partner at the law firm of Norton Rose Canada LLP
(formerly Macleod Dixon LLP) since 2004 and, prior thereto, he was an Associate
of the same law firm from 2001 to 2004. He is a member of the Law Society of
Alberta and the Law Society of Upper Canada. Mr. Ferrara holds a Bachelor of
Laws degree and a Masters of Business Administration degree from Dalhousie
University and a Bachelor of Commerce degree from McMaster University.
In addition to the foregoing directors, the parties have agreed to adding one
additional director to be designated by Toscana and agreed to by Senmar, acting
reasonably. Any such determination to add an additional director will be made
upon completion of the Proposed Transaction and will be announced in a future
news release.
Sponsorship of the Qualifying Transaction
GMP Securities Inc., subject to completion of satisfactory due diligence, has
agreed to act as sponsor in connection with the Proposed Transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.
Significant Conditions to Completion of the Proposed Transaction
Completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to: (a) entering into of a definitive agreement; (b)
completion of due diligence; (c) TSXV regulatory approval; and (d) approval of
the shareholders of Senmar and if applicable pursuant to TSXV requirements,
majority of the minority shareholder approval. Where applicable, the Proposed
Transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to the Proposed
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and
has neither approved nor disapproved the contents of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements relating to the Proposed
Transaction, including statements regarding the exchange ratio for the Proposed
Transaction, the anticipated election of additional directors of Toscana, the
sponsorship by the Sponsor, the receipt of all necessary regulatory and
shareholder approvals and satisfaction of all other closing conditions in
connection with the Proposed Transaction and other statements that are not
historical facts. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the plans,
intentions or expectations upon which they are based will occur. By their
nature, forward-looking statements involve numerous assumptions, known and
unknown risks and uncertainties, both general and specific, that contribute to
the possibility that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual performance
and 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 assumptions, risks and uncertainties include,
among other things: the risk that the Proposed Transaction will not be completed
if a formal agreement is not reached or that the necessary approvals and/or
exemptions are not obtained or some other condition to the closing of the
Proposed Transaction is not satisfied; the risk that closing of the Proposed
Transaction could be delayed if Senmar and Toscana are not able to obtain the
necessary approvals on the timelines planned; the assumptions relating to the
parties entering into the formal agreement in respect of the Proposed
Transaction, its structure, and the timing thereof, the timing of obtaining
required approvals and satisfying closing conditions for the Proposed
Transaction, state of the economy in general and capital markets in particular,
investor interest in the business and future prospects of Senmar and Toscana.
The forward-looking statements contained in this news release are made as of the
date of this news release. Except as required by law, Senmar and Toscana
disclaim any intention and assume no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable securities law.
Additionally, Senmar and Toscana undertake no obligation to comment on the
expectations of, or statements made, by third parties in respect of the matters
discussed above.
Estimations of future net revenue are estimated values and do not represent fair
market values.
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