Toscana Energy Enters Into an Arrangement Agreement With i3 Energy Plc

CALGARY, Alberta, June 23, 2020 (GLOBE NEWSWIRE) -- Toscana Energy Income Corporation (Toscana or the Company) (TSX: TEI) is pleased to announce that i3 Energy plc (i3 Energy), an AIM-listed oil and gas company with assets and operations in the United Kingdom, has elected to exercise the option granted under the previously announced option agreement dated March 29, 2020 between i3 Energy and Toscana, and pursuant thereto, the Company has entered into an arrangement agreement (the Arrangement Agreement) with i3 Energy under which i3 Energy will directly acquire all of the issued and outstanding common shares in the capital of Toscana (Toscana Shares), subject to customary closing conditions. Under the terms of the Arrangement Agreement to be completed pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the Arrangement), Toscana shareholders will receive 0.03031261 of an i3 Energy ordinary share (the i3 Energy Shares) for each Toscana common share. Based on the current issued and outstanding share capital of Toscana, this will result in the issuance of approximately 4,399,224 i3 Energy Shares (representing approximately 2.4% of i3 Energy Shares on a fully-diluted basis) to the holders of Toscana Shares (with fractional i3 Energy Share entitlements being rounded up or down in accordance with the Arrangement). It is a condition of the Arrangement that such i3 Energy Shares be listed and posted for trading on the Toronto Stock Exchange or the TSX Venture Exchange. Subject to the satisfaction of all conditions and the receipt of all required approvals, the Arrangement is expected to close during the third quarter of 2020.

The Arrangement

The board of directors of Toscana (the Toscana Board) reviewed, evaluated and negotiated the Arrangement on behalf of Toscana. After considering various factors, the Toscana Board: (i) has unanimously determined that the Arrangement is in the best interests of Toscana and is fair to the holders of Toscana Shares; and (ii) recommends that the holders of Toscana Shares vote in favour of the Arrangement.

The Arrangement is subject to the approval by two-thirds of the votes cast by holders of Toscana Shares present in person or by proxy at an annual and special shareholders meeting (the Meeting) called to consider the Arrangement. As previously announced, all of the directors and officers of Toscana have signed support agreements with i3 Energy pursuant to which they have agreed to vote their Toscana Shares in favour of the Arrangement, subject to the provisions thereof.