Torquay Oil Corp.

March 31, 2010 20:50 ET

Torquay Oil Corp. Files Final Prospectus

CALGARY, ALBERTA--(Marketwire - March 31, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Torquay Oil Corp. is pleased to announce that it has obtained a receipt for its final prospectus from the securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (collectively, the "Securities Commissions") for an initial public offering (the "Offering") of a minimum of 10,000 units (the "Units") and a maximum of 14,000 Units at an issue price of $1,000 per Unit, for gross proceeds of a minimum of $10 million and a maximum of $14 million. Each Unit is comprised of 400 Class A Shares and 90 Class B Shares, which will be issued on a flow-through basis under the Income Tax Act (Canada). The maximum number of Units offered was increased from the previously announced 12,000 Units to 14,000 Units due to market demand.

The Offering is expected to close on or about April 9, 2010. The Class A Shares and Class B Shares are expected to commence trading on the TSX Venture Exchange (the "Exchange") under the stock symbol TOC.A and TOC.B, respectively upon receipt of final listing approval from the Exchange, which is expected in early April.

The syndicate of agents for the Offering is co-led by GMP Securities L.P., Genuity Capital Markets and Macquarie Capital Markets Canada Ltd. and includes Acumen Capital Finance Partners Limited.

About Torquay Oil Corp.

The Corporation was formed to participate in oil and gas exploration, development and production in the Western Canadian Sedimentary Basin, with a focus in southeast Saskatchewan and southwest Manitoba. Torquay has entered into a farm-in agreement with a major industry participant in respect of up to 115 sections of land in the Lake Alma area of southeast Saskatchewan.

The Corporation's management team is led by Brent McKercher, President and C.E.O., Terry McCallum, Vice President, Exploration and C.O.O., Darwin Little, Vice President, Finance and C.F.O., Steve Irish, Vice President, Land and Angus Jenkins, Vice President, Operations.. Torquay's Board of Directors is comprised of Harley Winger, Chairman of the Board, Al Emes, Mike Seth, Brent McKercher and Terry McCallum.

This press release is not a solicitation to buy Units. The Units will only be offered for sale by prospectus and only in those jurisdictions where such sales may lawfully be made.

The prospectus containing important information relating to the offering of the Units has been filed with securities commissions in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. A copy of Torquay's prospectus is available on the SEDAR website at www.sedar.com and additional copies may be obtained from members of the syndicate of agents, c/o GMP Securities L.P. by email: ecm@gmpsecurities.com or by contacting GMP Securities L.P., Attn: Syndication Department: 300, 145 King Street West, Toronto, ON M5H 1J8 Telephone: 1-888-301-3244.

Forward-Looking Statements Advisory

This press release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Torquay, including, without limitation, those listed under the headings "Forward-Looking Statements" and "Risk Factors" in Torquay's final prospectus. Forward-looking information in this press release includes, but is not limited to, information concerning the proposed public offering. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking information. Accordingly, prospective investors should not place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this release and, other than as required by applicable securities laws, Torquay does not assume any obligation to update or revise them to reflect new events or circumstances.

United States Advisory

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States or to United States persons absent registration or any applicable exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Contact Information

  • Torquay Oil Corp.
    Brent McKercher
    President & Chief Executive Officer
    (403) 233-2444 ext.30
    brent@torquayoil.com