Touchstone Exploration Inc.
TSX VENTURE : TAB.U

Touchstone Exploration Inc.

January 07, 2011 11:45 ET

Touchstone Announces Closing of a Further Subscription Receipt Financing for Additional (US)$2.2 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 7, 2011) - Touchstone Exploration Inc. (TSX VENTURE:TAB.U) ("Touchstone" or the "Company") is pleased to announce that, in connection with its previous news release of December 30, 2010, it has successfully completed a further issuance (the "Offering") of 4,000,000 subscription receipts ("Subscription Receipts") priced at (US)$0.55 per Subscription Receipt for aggregate gross proceeds of (US)$2,200,000.00 (the "Escrowed Offering Proceeds"). Each Subscription Receipt entitles the holder thereof to receive, upon satisfaction of the Escrow Conditions (as described below), without payment of any additional amount or further action, one unit ("Unit") of Touchstone. Each Unit will consist of one common share ("Common Share") of Touchstone and one-half of one Common Share purchase warrant ("Warrant"), with each whole Warrant being exercisable for one Common Share at an exercise price of (US)$0.75 until June 11, 2012. The Offering was managed by a syndicate of agents lead by FirstEnergy Capital Corp. ("FirstEnergy"), and included Paradigm Capital Inc. and Haywood Securities Inc. (collectively, the "Agents").

The Escrowed Offering Proceeds have been placed in escrow with Computershare Trust Company of Canada ("Computershare") and will be released to Touchstone upon satisfaction of certain escrow release conditions (collectively, the "Escrow Conditions"), including:

  1. all conditions, undertakings and other matters to be satisfied, completed and otherwise met prior to the completion of the proposed acquisition of certain assets in Trinidad and Tobago, as more particularly described in the Company's November 2, 2010 news release (the "Acquisition") having been satisfied, completed or otherwise met (without waiver of any material provision thereof, in whole or in part, unless consented to by FirstEnergy, on behalf of the Agents), other than the payment of the consideration to be paid pursuant to the Acquisition for which the Escrowed Offering Proceeds are required, in whole or in part;
  2. there have been no material amendments of the terms and conditions of the asset purchase agreement with respect to the Acquisition (whether directly or indirectly) which have not been approved by FirstEnergy, on behalf of the Agents; and
  3. Touchstone is not in material breach of or default under the agency agreement dated effective as of December 21, 2010 with respect to the Offering.

Upon satisfaction of the Escrow Conditions, each Subscription Receipt will be automatically exchanged, without payment of any additional consideration or further action, for one Unit. In the event that the Escrow Conditions have not been satisfied on or before January 31, 2011, the Escrowed Offering Funds (plus any accrued interest earned thereon) will be returned pro rata to each holder of Subscription Receipts, and the Subscription Receipts will be cancelled.

The Agents will receive a cash fee equal to 6% of the gross proceeds from the Offering, one-half of which was paid upon closing and one-half of which will be paid upon satisfaction of the Escrow Conditions. All securities issued pursuant to the Offering will be subject to a four month and one day hold period expiring on May 8, 2011.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of Touchstone Exploration Inc. have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The companies in which Touchstone Exploration Inc. directly and indirectly owns investments or assets are separate entities. In this news release "Touchstone" and "the Touchstone Group" are sometimes used for convenience where references are made to Touchstone Exploration Inc. and its subsidiaries in general.

Cautionary Note Regarding Forward-looking Statements: Information in this press release that involves Touchstone's expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. Touchstone generally uses words such as "outlook", "will", "could", "would", "might", "remains", "to be", "plans", "believes", "may", "expects", "intends", "anticipates", "estimate", "future", "plan", "positioned", "potential", "project", "remain", "scheduled , "set to", "subject to", "upcoming", and similar expressions to help identify forward-looking statements. Forward-looking information in this press release may include, but is not limited to, information with respect to the timing for and completion of the Acquisition and the issuance of the Common Shares and Warrants pursuant to the Subscription Receipts. The forward-looking statements in this press release are based upon information available to Touchstone as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of Touchstone and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the ability of Touchstone to complete the proposed Acquisition as described in this press release and, once completed, to realize the anticipated benefits of such acquisition and the timely receipt of any required regulatory approvals. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. For further information regarding specific risks and uncertainties applicable to Touchstone please see Touchstone's Filing Statement and the most recent management discussion and analysis may be viewed with other Touchstone disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Touchstone does not undertake any obligation to publicly update forward-looking information except as required by applicable securities law.

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

Contact Information

  • Touchstone Exploration Inc.
    Mr. Paul Baay
    Chairman & Chief Executive Officer
    (403) 619-8407