Tonbridge Power Inc.
TSX VENTURE : TBZ

Tonbridge Power Inc.

November 10, 2009 17:14 ET

Tonbridge Power Inc. Announces Filing of Preliminary Prospectus

TORONTO, ONTARIO--(Marketwire - Nov. 10, 2009) -

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Tonbridge Power Inc. (TSX VENTURE:TBZ) ("Tonbridge" or the "Company") is pleased to announce that it has filed a preliminary short form prospectus in connection with a marketed public offering of common shares of the Company (the "Offering") in the provinces of Alberta, British Columbia, Ontario and Quebec. The best efforts Offering is being conducted by a syndicate of agents led by Clarus Securities Inc. and includes Macquarie Capital Markets Canada Ltd. and Dundee Securities Corporation (collectively, the "Agents"). The Agents will receive an over-allotment option, exercisable for a period of up to 30 days following the closing of the Offering, to increase the number of common shares under the Offering by up to 15% to cover over-allotments, if any, and for market stabilization purposes.

Closing of the Offering is expected to occur on November 26, 2009 and is subject to customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange.

Tonbridge intends to use the net proceeds of the Offering for evaluating and advancing a new transmission line in Southern Montana (known as the "Green Line Project") and developing other potential power transmission projects in accordance with its stated business objective of establishing, developing, owning and operating power transmission projects and providing transmission line service to electricity shippers in North America, and for working capital and general corporate expenses.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered dealers in jurisdictions where the offering has been qualified for distribution. The common shares offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Company is the 100% controlling shareholder of Montana Alberta Tie Ltd. ("MATL"), which is developing a 300 MW, 230kV transmission line to interconnect the electricity markets of Alberta and the US. Tonbridge is listed on the TSX Venture Exchange and trades under the symbol "TBZ".

Forward Looking Information
This news release contains "forward-looking information", within the meaning of applicable Canadian securities legislation, concerning the Offering, the prospective Green Line Project and other power transmission projects and matters related thereto. Forward-looking information includes, but is not limited to, details on the closing of the Offering, management's assessment of the Company's future plans and information with respect to the evaluation and advancing of the Green Line Project and the development of new transmission power lines. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as "proposed", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "should", "would", "might" or "will be taken", "occur" or "be achieved". Forward looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, but are not limited to: risks related to the outcome of the feasibility work on the Green Line Project, the ability of the parties to the Green Line Project to enter into a development agreement if the feasibility phase is successful, risks related to ability to develop, finance and construct transmission lines, delays in obtaining governmental approvals, permits or project financing, requirements for additional capital, government regulation, environmental risks, general economic conditions, industry conditions, as well as those factors discussed in the section entitled "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2008, its management's discussion & analysis for the period ended June 30, 2009, and its preliminary prospectus dated November 10, 2009, all available on www.sedar.com.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information that is included herein, except in accordance with applicable securities laws.

A preliminary prospectus containing important information relating to the common shares being issued under the Offering has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the common shares until a receipt for the final prospectus has been issued.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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