The shares will be exchanged on the basis of five common shares of SL Resources for one common share of the continuing company Amalco, and two 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 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.
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 which was acquired in 2008 by Schlumberger Oilfield Holdings and private equity investors in a transaction with a value of approximately $700m.
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.
The 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.
