Maurel & Prom - Caroil SA to be Merged with Tuscany International Drilling Inc.

By Maurel Prom, PRNE
Monday, June 20, 2011

PARIS, June 21, 2011 -

- Emergence of a leading player in the oil

Maurel & Prom and Tuscany International Drilling Inc., a
Canadian-based oilfield services company, listed on the Toronto
Stock Exchange, announce the entering into of a definitive
agreement whereby Tuscany’s wholly-owned subsidiary Tuscany Rig
Leasing S.A. will acquire all of the issued and outstanding shares
of Caroil SAS, the drilling and work-over subsidiary of Maurel
& Prom.

The purchase price will be paid by Tuscany by the delivery of
US$120 million in cash, 82.5 million Tuscany shares and 27.5
million zero cost, non-transferable, non-voting common share
purchase warrants (1/1).  

Since 1st January 2011, Tuscany share price was a
maximum of U.S.$ 2.1 and a minimum of U.S.$ 1.1.

Closing is expected to occur in the third quarter of 2011.

On the completion of the acquisition, it is expected that Maurel
& Prom will own approximately 29% of the issued and outstanding
Tuscany shares. Tuscany will be required to obtain the approval of
a simple majority of its shareholders for the issuance of Tuscany
shares and warrants to Maurel & Prom pursuant to the

Caroil & Tuscany are joining forces to create a leading
emerging market player, active in two high growth areas: Latam
& Africa.

Caroil, wholly owned by Maurel &
Prom, was born in 2002 after the discovery of MBoundi field in
Congo Brazzaville. Caroil became the drilling contractor branch of
Maurel & Prom.

The creation of Caroil came from the need for Maurel & Prom
to develop quickly its recent discovery MBoundi. Thus, M&P
built its first rig. Since 2003, Caroil bought and rehabilitated an
additional 14 rig fleet, all designed for drilling on land.

This document may contain
forward-looking statements regarding the financial position,
results, business and industrial strategy of Maurel & Prom. By
nature, forward-looking statements contain risks and uncertainties
to the extent that they are based on events or circumstances that
may or may not happen in the future. These projections are based on
assumptions we believe to be reasonable, but which may prove to be
incorrect and which depend on a number of risk factors such as
fluctuations in crude oil prices, changes in exchange rates,
uncertainties related to the valuation of our oil reserves, actual
rates of oil production and the related costs, operational
problems, political stability, legislative or regulatory reforms,
or even wars, terrorism and sabotage.

Maurel & Prom is listed for
trading on Euronext Paris
- compartiment A
- CAC® mid 60 - SBF120® - CAC® Mid & &Small -
CAC® All-Tradable - CAC® All-Share

ISIN FR0000051070 / Bloomberg MAU.FP / Reuters

Next meetings:

29 June
General Meeting

10 August 2011          
 First half sales

For more information, visit

t: +33(0)1-42-72-46-76    
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