Tonbridge Power Inc.

Tonbridge Power Inc.

May 19, 2009 08:34 ET

Tonbridge Power Inc. Announces $3 Million Bought Deal Offering

TORONTO, ONTARIO--(Marketwire - May 19, 2009) -


Tonbridge Power Inc. (TSX VENTURE:TBZ) ("Tonbridge" or the "Company") is pleased to announce that it has entered into an agreement with Clarus Securities Inc. ("Clarus"), which has agreed to purchase and sell to the public 13,100,000 common shares of the Company at a purchase price of $0.23 per common share for gross proceeds of $3,013,000. The Company has also granted to Clarus an over-allotment option, exercisable in whole or in part at any time until 30 days following the closing date, to purchase up to an additional 15% of the number of common shares sold pursuant to the offering at a price of $0.23 per common share. Closing of the offering is expected to occur on June 4, 2009 and is subject to customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange. The common shares will be offered pursuant to a short form prospectus to be filed by the Company in the provinces of Alberta, British Columbia and Ontario.

Tonbridge will use the net proceeds of the offering for working capital and for general corporate purposes.

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 securities dealers in jurisdictions where the offering has been qualified for distribution. The common shares offered will not be or have not been 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

Certain information regarding the Company set forth in this document, including the closing of the offering, management's assessment of the Company's future plans and operations and use of proceeds contains forward-looking information that involves substantial known and unknown risks and uncertainties. This forward-looking information is subject to numerous risks and uncertainties, some of which are beyond the Company's and management's control, including but not limited to, the impact of general economic conditions, industry conditions, fluctuation of foreign exchange rates, environmental, construction, regulatory and financing risks, debt and cash requirements, industry competition and performance or achievement could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated to occur or transpire from the forward-looking information will provide any benefits.

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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