Touchstone Exploration Inc.

Touchstone Exploration Inc.

November 19, 2010 19:10 ET

Touchstone Announces Revision of Offering Terms and Pricing of Subscription Receipt Financing

CALGARY, ALBERTA--(Marketwire - Nov. 19, 2010) - Touchstone Exploration Inc. (TSX VENTURE:TAB.U) ("Touchstone" or the "Company") announces that it has revised the offering terms and has agreed on the pricing of its previously announced marketed "best efforts" private placement. Touchstone has agreed to issue up to 22,727,273 subscription receipts ("Subscription Receipts") for aggregate gross proceeds of up to (US)$12,500,000 million (the "Offering"). Each Subscription Receipt will be priced at (US)$0.55 and entitle the holder thereof to receive, 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 for a period of 18 months from the closing date of the Offering.

The Offering is being managed by a syndicate of agents lead by FirstEnergy Capital Corp., and including, Paradigm Capital, and Haywood Securities Inc. (collectively, the "Agents"). 

The gross proceeds of the Offering will be placed in escrow with Computershare Trust Company of Canada ("Computershare") and will be governed by a Subscription Receipt Agreement to be entered into among Touchstone, Computershare and the Agents at closing. The escrowed proceeds will be released to Touchstone, for payment of the purchase price for the proposed acquisition of certain assets in Trinidad and Tobago, as more particularly described in the Company's November 2, 2010 news release, upon satisfaction of certain escrow release conditions, including:

(a) the filing and acceptance of all required documentation from the TSX Venture Exchange with respect to the proposed private placement and the listing of the Common Shares and Warrants to be issued pursuant to the Subscription Receipts and the Common Shares issuable upon exercise of the Warrants; and

(b) all conditions precedent to the proposed acquisition being satisfied in accordance with the terms of the definitive asset purchase agreement (without material modification thereof) and satisfactory to FirstEnergy Capital Corp., acting reasonably.

Upon satisfaction of the escrow release 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 release conditions have not been satisfied on or before January 31, 2011, the escrowed 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.

Closing of the Offering is now anticipated to occur on or about December 6, 2010. Completion of the Offering is subject to certain conditions, including the provisions of a definitive agency agreement and the filing and acceptance of all required documentation from the TSX Venture Exchange.

The proposed acquisition remains subject to a number of conditions set forth in the definitive asset purchase agreement, including but not limited to consent to the assignment of the Lease Operatorship Agreements and Farm-out Agreements by the Petroleum Company of Trinidad and Tobago Limited and the applicable ministry of the Trinidad & Tobago government and the filing and acceptance of all required documentation from the TSX Venture Exchange with respect to the proposed acquisition.

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 private placement. 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 and the Offering 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 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.

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