Tuscany International Drilling, SL Resources Plan to Amalgamate
Tuscany International Drilling and SL Resources have entered into an arm's length non-binding letter of intent dated November 27, 2009 to amalgamate subject to shareholder and regulatory approval. Pursuant to the amalgamation, shares will be exchanged on the basis of five (5) common shares of SL Resources for one common share of the continuing company ("Amalco"), and two (2) common shares of Tuscany for one common share of Amalco.
Tuscany is a private Canadian corporation providing contract drilling and work-over services along with drilling tool rentals to the oil and gas industry, initially in South America. The current fleet consists of 6 latest technology new built rigs (2 drilling and 4 heavy work-over) and related equipment along with 2 new design Heli portable small footprint rigs for deployment in Q1-2010. Mr. Walter Dawson, founder, Chairman and CEO of Tuscany, has worked and been the leader of corporations in the oil service industry for over 40 years. Most recently Mr. Dawson founded Saxon Energy Services Inc. which was acquired in 2008 by Schlumberger Oilfield Holdings Limited and private equity investors in a transaction with a value of approximately $700 million. Mr. Dawson owns or controls in excess of 20% of the issued and outstanding shares of Tuscany and will be the Chairman and CEO of Amalco. Amalco plans to grow revenue by adding additional new build equipment to fulfill customers' present needs and for replacement of older technology, and by the consolidation of existing companies operating in its areas of interest.
Completion of the transaction is subject to a number of conditions including entering into binding definitive documentation by January 31, 2010, approval by the shareholders of SL Resources and Tuscany, conditional approval of either the Toronto Stock Exchange or the TSX Venture Exchange respecting the listing of shares of Amalco on such exchange, completion of the amalgamation by March 31, 2010, and other applicable regulatory approvals. The transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all or that the shares of Amalco will be listed on any exchange.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the amalgamation of SL Resources and Tuscany may not be accurate or complete and should not be relied upon.