10/8/2009
Tuscany Energy Ltd. and Goldmark Minerals Ltd. Closed Previously Announced Plan of Arrangement
The following is for immediate release in Canada on October 8, 2009
Tuscany Energy Ltd. and Goldmark Minerals Ltd. Closed Previously Announced Plan of Arrangement
Calgary, Alberta, October 8, 2009: Tuscany Energy Ltd. ("Tuscany") and Goldmark Minerals Ltd. ("Goldmark") are pleased to announce that they have closed the previously announced plan of arrangement (the "Arrangement") pursuant to which Tuscany acquired all of the issued and outstanding shares ("Goldmark Shares") of Goldmark. On October 7, 2009, at an annual and special meeting (the "Meeting") of holders of Goldmark Shares ("Goldmark Shareholders"), Goldmark Shareholders voted in favour of the Arrangement and the transactions contemplated therein. In addition, following the Meeting, Goldmark obtained a final order from the Court of Queen's Bench of Alberta approving the Arrangement.
In accordance with the terms of the Arrangement, Tuscany issued, in aggregate, approximately 12.2 million common shares of Tuscany ("Tuscany Shares") to shareholders of Goldmark based on an exchange ratio of 0.6 Tuscany Shares for each Goldmark Share. On or about October 8, the Goldmark Shares will be delisted from the TSX Venture Exchange and Goldmark will apply to cease to be a reporting issuer. After giving effect to the Arrangement, Humboldt Capital Corporation ("Humboldt"), together with R.W. Lamond, who owns 69% of the outstanding shares of Humboldt, will hold approximately 39% of the issued and outstanding shares of Tuscany.
In connection with the closing of the Arrangement, certain of the former directors of Goldmark, being Peter Barker, Glen Phillips and Jorg Reich, were appointed as directors of Tuscany.
Former registered holders of Goldmark Shares wishing to receive a certificate for the Tuscany Shares to which they are entitled pursuant to the Arrangement must complete and deliver the letter of transmittal mailed to them, in accordance with the terms thereof, together with the certificates representing the Goldmark Shares held by them, or contact Peter Barker at (403) 299-0357 or Computershare Investor Services Inc. at 1-800-564-6253 to obtain a copy of the letter of transmittal. Former beneficial holders of Goldmark Shares should contact their broker or Peter Barker at (403) 299-0357 for further information on how to obtain the Tuscany Shares to which they are entitled.
FOR FURTHER INFORMATION, PLEASE CONTACT:
John G.F. McLeod, President
TUSCANY ENERGY LTD.
Telephone: (403) 264-2398
Fax: (403) 261-4072
TSX-V: TUS
Website:www.tuscanyenergy.com
Robert W. Lamond, Chairman of the Board
TUSCANY ENERGY LTD.
Telephone: (403) 269-9889
Fax: (403) 269-9890
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.