Canadian Warrants

Stock symbol: TID.WT
Cusip: 90069C 12 8
Trading currency: Canadian
Temporary market-maker: W.D. Latimer Co. Ltd.

Other markets: The common shares of Cheq-It Ltd. were listed on the TSX Venture Exchange on Feb. 9, 2004. The common shares of Cheq-It (symbol: CQT) will be delisted from TSX-V at the opening on April 19, 2010, upon commencement of the trading of the common shares and warrants of the company on Toronto Stock Exchange.

Incorporation: The company was incorporated pursuant to the Business Corporations Act (Alberta) (ABCA) on April 6, 2004. Cheq-It was incorporated pursuant to the ABCA on May 28, 1993.

Fiscal year-end: Dec. 31

Nature of business: The company is engaged in the business of providing contract drilling and overwork services, along with drilling tool rentals, to intermediate- and major-sized oil and gas companies which operate through South and Central America.

Transfer agent and registrar: Olympia Trust Company at its principal offices Calgary, Alta., and Olympia Transfer Services Inc., as co-transfer agent in Toronto, Ont.

Dividends: Since incorporation, the company has not declared or paid any dividends on its outstanding common shares. Any decision to pay dividends on the common shares in the future will be made at the discretion of the board of directors of the company, after taking into account the company's earnings, financial requirements and other conditions existing at such future time.

Warrants: The warrants are governed by the terms of a warrant indenture between the company and Olympia Trust Company. The warrant indenture provides for appropriate adjustments to the warrants in the event of stock dividends, subdivisions, consolidations and other terms of capital reorganization.

Each warrant will entitle the holder thereof to acquire one common share at a price of $1.75 (U.S.). The warrants expire on Oct. 16, 2011, at 5 p.m. (Calgary time).

Cheq-It, Tuscany Int'l close takeover

2010-04-16 11:47 MT - News Release
Tuscany International Drilling Inc. has successfully completed the acquisition of all of the issued and outstanding common shares of Cheq-It Ltd. on the basis of 0.0265 of a common share of Tuscany for each Cheq-It share by way of a plan of arrangement. The Tuscany shares will commence trading on the Toronto Stock Exchange on or about April 19, 2010, under the trading symbol TID. In addition, the share purchase warrants of Tuscany issued in connection with the exchange of the special warrants of Tuscany under the arrangement will also commence trading on or about April 19, 2010, under the symbol TID.WT.A. In connection with the completion of the arrangement, the Cheq-It shares shall be delisted from the TSX Venture Exchange. Jennings Capital Inc. acted as strategic adviser to Tuscany with respect to the arrangement.

Tuscany has appointed Reginald Greenslade as president of Tuscany, as well as Donald Wright as lead director.

Mr. Greenslade is a professional engineer and the former chairman, president and chief executive officer of Big Horn Resources Ltd., Enterra Energy Corp. and chairman of Enterra Energy Trust until March, 2006. He was president and CEO of Enterra Energy Trust from January to June of 2005, and was the president and CEO of JED Oil Inc. from November, 2003, to January, 2005. During his time as president and CEO of JED Oil Inc., the market capitalization of the company increased from approximately $50-million to over $170-million and the share price increased from under $4 per share to over $12 per share. During Mr. Greenslade's tenure as president and CEO at Enterra, the market capitalization grew from under $2-million to surpass the $1-billion mark. Enterra's share price rose steadily from under $2 per share to approximately $60 per share on a presplit basis. A two-for-one stock split was completed during this time. Mr. Greenslade is a founder and a director of Spartan Exploration Ltd., a junior oil and gas exploration and production company focused on light-oil and medium-oil opportunities in Saskatchewan and Alberta, Eastend Energy Corp., an oil and natural gas company focused in Saskatchewan, and Athlete Equity Partners, a financial equity partnership. Mr. Greenslade also serves on the board of directors of Maverick Business Solutions, an integrated oil and gas service company, and Andora Energy Corp., an oil sands company.

Mr. Wright is currently the president and chief executive officer of the Winnington Capital Group Inc., an investment counsel and portfolio management company. Mr. Wright's career has spanned over 30 years in the investment industry. He has held a number of leadership positions, including: president of Merrill Lynch Canada; executive vice-president, director and member of the executive committee of Burns Fry Ltd.; chairman and chief executive officer of TD Securities Inc.; and deputy chairman of TD Bank Financial Group. Mr. Wright is the chairman of the board of directors of VIA Rail Canada Inc., Richards Packaging Inc., Grey Horse Corp., Attwell Capital Inc., Cinaport Inc., Equity Transfer Trust Co., the chairman of the board of trustees of Richards Packaging Income Fund, and is a member of the board of directors of American Cancer Centre, Black Bull Resources Inc., Condor Petroleum Inc., DHX Media Ltd., MaRS Innovation, Public Mobile Inc., Tuscany International Drilling Inc. and GMP Capital Inc. He is also a trustee for the Hospital for Sick Children, and a member of the Royal Ontario Museum Governors' finance committee.

About Tuscany

Tuscany, a corporation headquartered in Calgary, Alta., is engaged in the business of providing contract drilling and workover services, along with equipment rentals to the oil and gas industry. The company is currently focused on providing services to oil and natural gas operators in South America. During 2009, Tuscany established operating centres in Bogota, Colombia, and Quito, Ecuador, and is currently registering to allow for business operations in Brazil and Peru. Tuscany has been engaged in an aggressive rig building program with the latest technology, and currently has two drilling rigs and four heavy-duty workover rigs in operation, with three additional rigs currently being transported to location. The company's 2010 business plan contemplates the construction of approximately 10 drilling/heavy-duty workover rigs and the acquisition of one recently constructed heli-portable drilling rig.

The Tuscany management team believes that current market conditions in the South American service sector provide an optimal point of entry for a new oil field service company. Drilling commitments from new and continuing licence rounds combined with increased heavy-oil development, as well as Colombia announcing its intention to double production by 2015, has resulted in an increase in demand for oil field services in South America. The continuing development of the South American oil and natural gas industry has resulted in oil and gas companies demanding new-technology drilling equipment to complete their drilling programs, and has resulted in an overwhelmingly positive acceptance of the six drilling and heavy-duty workover rigs Tuscany has recently introduced into the South American market. Tuscany plans to continue building new assets for deployment as customers commit. The business model the company established in 2009 has proved itself, as 2010 has witnessed a tremendous increase in demand for drilling and workover rigs. It is anticipated that these factors, combined with increased access to capital as a public entity, will provide the Tuscany shareholders with the opportunity for increased returns.

Tuscany expects to focus on the rapidly expanding South American oil and gas services industry, growing through building the newest-technology drilling rigs coupled with a targeted acquisition and consolidation strategy where attractive acquisition multiples can be achieved. Tuscany's extensive asset base in a well-capitalized corporate structure will facilitate growth through cash flow from operations and strategic acquisitions.

The Tuscany management team has a solid record of creating value in high-growth and oil field service companies. The Tuscany management team is led by Walter Dawson as chairman and chief executive officer, Mr. Greenslade as president, Bruce Moyes as chief financial officer and Don Bertsch as vice-president, operations.

Walter Dawson, CEO

Mr. Dawson, founder, chairman and CEO of Tuscany, has worked with, and been a leader in, the oil service industry for over 40 years. Mr. Dawson was the founder of Saxon Energy Services Inc., an international oil field services company which was a publicly traded company from 2001. Mr. Dawson was chairman of the board of directors of Saxon prior to its acquisition in 2008 by Schlumberger Oilfield Holdings Ltd. and a private equity investor, First Reserve, in a transaction valued at approximately $700-million. In 1993, Mr. Dawson founded what became known as Enserco Energy Services Company Inc., formerly Bonus Resource Services Corp. Enserco entered the well-servicing businesses through the acquisition of over 26 independent Canadian service rig operators. Prior to his time at Saxon and Enserco, Mr. Dawson served for 19 years as president, CEO and a director of Computalog Ltd., which is now an operating division of Weatherford. Computalog's primary businesses were oil and gas logging, perforating, directional drilling and fishing tools. While at Computalog, Mr. Dawson instituted a technology centre, located in Fort Worth, Tex., to develop electronics designed for downhole wellbore logging tools. Mr. Dawson is the sole owner and president of Perfco Investments, Ltd., an investment company, and is a director of Gran Tierra Energy Inc.

Reginald Greenslade, president

As detailed above.

Bruce Moyes, chief financial officer

Mr. Moyes has over 25 years of accounting and financial experience in a variety of entities, most recently as vice-president, finance, and treasurer of Ensign Energy Services Inc., a land-based international oil field services contractor, the shares of which are listed on the TSX. Prior thereto, Mr. Moyes was a manager of financial planning and analysis at Canadian Pacific Ltd. from 1996 to 1999. Prior thereto, Mr. Moyes was a senior manager with PricewaterhouseCoopers LLP, where he worked from 1985 to 1996.

Don Bertsch, vice-president, operations

Mr. Bertsch has over 30 years of experience in international drilling and workover services, 15 years of which are in South America and Central America. Of note, Mr. Bertsch was the regional manager, Ecuador and Colombia, of Saxon from 2003 to 2009. Prior thereto, Mr. Bertsch was the general manager of Pool International Ecuador, Nabors Drilling and Welltech in Argentina.

The board of directors of Tuscany consists of Mr. Dawson, Mr. Wright, Mr. Greenslade, Jeffrey Scott, Terry McIver and John R. Rooney.

Mr. Dawson, chairman and CEO
As detailed above.

Mr. Wright, lead director
As detailed above.

Mr. Greenslade, president and director
As detailed above.

Jeffrey Scott, director

Mr. Scott is a founder and chairman of the board of directors of Gran Tierra Energy Inc. since January, 2005. Since 2001, Mr. Scott has served as president of Postell Energy Co. Ltd., a 30-year-old private oil and gas producing company. He has been in the oil industry for over 28 years, and has extensive oil and gas management and operations experience. Beginning as a production manager of Postell Energy Co. Ltd. in 1985, he advanced to president in 2001. Mr. Scott has served as a senior officer and/or director of various publicly traded companies, and is currently a director of Essential Energy Services Trust and Petromanas Energy Inc., and is chairman of Nucoal Energy Corp. Mr. Scott was a director of Saxon from 2004 to 2008.

Terry McIver, director

Mr. McIver is the president of Loadcraft Industries Ltd., an internationally known manufacturing company located in Brady, Tex., and Brownwood, Tex., which specializes in mobile drilling rig and trailer manufacturing.

John R. Rooney, director

Mr. Rooney is the president and CEO of Northern Blizzard Resources Inc., a private oil and gas company. Prior thereto, Mr. Rooney served as CEO of TUSK Energy Corp. since the acquisition of Zenas Energy Inc. by Tusk in January, 2007, and until Tusk was sold to a large United States pension fund in April, 2009. Prior thereto, Mr. Rooney was president and CEO of Zenas Energy Inc. from August, 2005, to December, 2006, president and CEO of Blizzard Energy Inc. from December, 2002, to July, 2005, and served as vice-president and CFO, and then president and CEO of Equatorial Energy Inc. from May, 1999, to July, 2002. Mr. Rooney is a chartered accountant and a chartered business valuator. Mr. Rooney is also a director of Western Energy Services (a public oil services company), Gastar Exploration Ltd. and Caza Oil & Gas Inc. (both public oil and gas companies), as well as Export Development Canada (a crown corporation).