Torquay Oil Corp.
TSX VENTURE : TOC.A
TSX VENTURE : TOC.B

June 17, 2010 20:03 ET

Torquay Amends Terms of Financing

CALGARY, ALBERTA--(Marketwire - June 17, 2010) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES, TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS.

Torquay Oil Corp. (TSX VENTURE:TOC.A) (TSX VENTURE:TOC.B) ("Torquay" or "the Company") announces that further to its news release of June 2, 2010, Torquay has agreed to amend the terms of its private placement for $12,012,000 of subscription receipts ("Subscription Receipts") of the Company at a price of $1.05 per Subscription Receipt (the "Offering").

Each Subscription Receipt will now entitle the holder thereof to receive one Class A Share of the Company ("Class A Share") and one half of one (0.5) Class A Share purchase warrant ("Warrant"), with each whole Warrant entitling the holder thereof to acquire one Class A Share at an exercise price of $1.40 per Class A Share for a period of twelve months following the closing of Offering. All other terms of the Offering remain the same as previously disclosed.

As previously announced, proceeds from the Offering will be used to acquire approximately 125 bbls/d of oil production in its core area of southeast Saskatchewan along with 100% owned facilities and prospective lands (the "Acquisition"). Current production comes from the Bakken formation; Torquay has identified up to 13 net additional development drilling locations (two net Bakken and 11 net Frobisher) on lands associated with the purchase. The total consideration is $10.2 million, of which approximately $8.7 million will be paid in cash and approximately $1.5 million will be paid by the issuance of Class A Shares of the Company.

The Offering is expected to close on or about June 29, 2010 and is subject to customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange. The net proceeds of the Offering will be used to fund the purchase price payable by the Company for the Acquisition, development of the assets acquired pursuant to the Acquisition and for general corporate purposes.

FORWARD LOOKING STATEMENTS:

This news release contains forward-looking statements. More particularly, this news release contains statements concerning the completion of the Offering and the Acquisition, the potential exercise of the Warrants, as well as certain other matters related to the transactions referenced herein, including management's assessments of future plans and operations. The forward-looking statements are based on certain key expectations and assumptions made by Torquay, including expectations and assumptions concerning completion of the Offering and the Acquisition, exercise of the Subscription Receipts and related matters and timing of receipt of required approvals. Although Torquay believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Torquay can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required approvals and consents are not obtained on terms and within the timelines acceptable to Torquay, that the Offering and Acquisition may not be completed, and risks that other conditions to the completion of the transactions are not satisfied in a timely manner or at all.

Additional information on the foregoing risks and other factors that could affect Torquay' operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements contained in this press release are made as of the date hereof and Torquay undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This new release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

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

Contact Information

  • Torquay Oil Corp.
    Mr. Brent McKercher
    President & Chief Executive Officer
    403 233 2444 ext. 30
    403 262 6991 (FAX)
    brent@torquayoil.com
    or
    Torquay Oil Corp.
    Mr. Darwin Little
    Vice President, Finance & Chief Financial Officer
    403 233 2444 ext. 31
    403 262 6991 (FAX)
    darwin@torquayoil.com