April 23, 2018 - 5:58 PM EDT
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Toscana Energy Reports Voting Results of Annual and Special Meeting of Shareholders

CALGARY, Alberta, April 23, 2018 (GLOBE NEWSWIRE) -- Toscana Energy Income Corporation ("Toscana Energy" or the "Company") (TSX:TEI) held its annual and special meeting of shareholders (the "Meeting") on April 23, 2018 in Calgary, Alberta.  A total of 1,565,566 common shares ("Common Shares") of the Company, representing approximately 22.14% of the issued and outstanding Common Shares, were represented in person or by proxy at the Meeting.

In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the Meeting.

1 According to a show of hands, the number of directors to be elected at the Meeting was set at five (5).  Proxies were received as follows:

Votes ForVotes Against
NumberPercentageNumberPercentage
1,525,84299.72%4,2850.28%

2 The five director nominees proposed by management were elected by ballot at the Meeting.  Proxies and in-person votes were received as follows:

NomineeVotes ForVotes Withheld
 NumberPercentageNumberPercentage
Donald Copeland1,561,63199.75%3,9350.25% 
Joseph Durante1,504,19496.08%61,3723.92% 
John Festival1,561,17199.72%4,3950.28% 
Martin Hislop1,561,68199.75%3,8850.25% 
Brian Krausert1,560,40499.67%5,1620.33% 

3 According to a show of hands, Deloitte LLP was appointed as auditors of Toscana until the close of the next annual meeting, at such remuneration as may be approved by the board of directors of the Company.  Proxies were received as follows:

Votes ForVotes Withheld
NumberPercentageNumberPercentage
1,525,54299.70%4,5850.30%

4 According to proxies received and voted by ballot, the resolution to (i) ratify, confirm and approve the renewal of the Company's restricted share unit plan ("RSU Plan") and (ii) approve and authorize for a period of three years all unallocated restricted share units issuable pursuant to the RSU Plan was approved as follows:

Votes ForVotes Against
NumberPercentageNumberPercentage
1,502,17295.95%63,3944.05%

5 According to proxies received and voted by ballot, the special resolution to reduce the stated capital of the Company by an aggregate amount of up to $25 million was approved as follows:

Votes ForVotes Against
NumberPercentageNumberPercentage
1,560,38199.67%5,1850.33%

6 According to proxies received and voted by ballot, the resolution to approve certain amendments to the trust indenture between the Company and Valiant Trust Company (which was acquired by Computershare Trust Company of Canada) dated as of the 11th day of June, 2013 (the "Indenture"), including the reduction of the conversion price upon conversion of the 6.75% convertible unsecured subordinated debentures (the "Debentures") into Common Shares from $19.70 per Common Share to $1.00 per Common Share which, upon such conversion of the amended Debentures into Common Shares would result in 20,000,000 Common Shares being issued, which may "materially affect control" (as defined in the Toronto Stock Exchange Company Manual (the "TSX Manual") of the Company was approved as follows:

Votes ForVotes Against
NumberPercentageNumberPercentage
1,560,70499.69%4,8620.31%

7 According to proxies received and voted by ballot, the resolution to approve the issuance of Common Shares upon the conversion of Debentures into Common Shares in accordance with the existing terms of the Indenture, which (i) upon conversion of the Debentures into Common Shares may result in a holder or holders holding more than 20% of the voting securities of the Company, which may "materially affect control" (as that term is defined in the TSX Manual) of the Company, and (ii) may result in the issuance of Common Shares that would exceed 25% of the then issued and outstanding Common Shares was approved as follows:

Votes ForVotes Against
NumberPercentageNumberPercentage
1,559,90499.64%5,6620.36%

In order for the amendments to the Debentures to be effected, such amendments must also be approved by the holders ("Debentureholders") of Debentures.  At a meeting of Debentureholders held immediately following the Meeting, such amendments were approved by the Debentureholders.

About Toscana Energy Income Corporation

Toscana Energy is a conventional oil and gas producer with the mandate to acquire high quality, long life oil and gas assets including royalties, non-operated working interests and unitized production for yield and capital appreciation. 

For further information, please contact:

Joseph S. Durante, Chief Executive Officer
Tel: (403) 410-6793
Fax: (403) 444-0090

Source: Toscana Energy Income Corporation

 


Source: GlobeNewswire (April 23, 2018 - 5:58 PM EDT)

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