Touchstone Exploration Inc.

TSX VENTURE : TAB


Touchstone Exploration Inc.

November 16, 2012 09:00 ET

Touchstone Announces Securityholder and Court Approval for Arrangement With Primera Energy Resources Ltd.

CALGARY, ALBERTA--(Marketwire - Nov. 16, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Touchstone Exploration Inc. (TSX VENTURE:TAB) ("Touchstone" or the "Company") is pleased to announce that the shareholders and optionholders (the "Primera Securityholders") of Primera Energy Resources Ltd. ("Primera") have today voted to approve the previously announced plan of arrangement (the "Arrangement") with Touchstone which provides that Touchstone will acquire all of the common shares of Primera (each a "Primera Share") not otherwise owned, directly or indirectly, by Touchstone on the basis of 0.90 of a Touchstone common shares per Primera Share. The Arrangement was approved by 92.58% of Primera Securityholders who voted, as a single class, at today's annual and special meeting as well as 79.32% of the votes cast by disinterested Primera Securityholders, as required pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Subsequent to the approval by Primera Securityholders, Touchstone was advised that Primera also obtained the final approval of the Court of Queen's Bench of Alberta respecting the Arrangement.

Under the terms of the Arrangement, the Arrangement will become effective after all of the conditions to closing specified in the previously announced Arrangement Agreement are satisfied or waived. Touchstone and Primera are currently working to bring about the satisfaction of all remaining closing conditions.

This news release is not for distribution to United States newswire services, should not be disseminated in the United States and does not constitute an offer to sell or a solicitation of an offer to buy any 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" is 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 news 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", "target", "project", "remain", "scheduled", "set to", "subject to", "upcoming", and similar expressions to help identify forward-looking statements. The forward-looking statements in this news release are based upon information available to Touchstone as of the date of this news 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. These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to, the impact of general economic conditions in Canada and Trinidad & Tobago; industry conditions including changes in laws and regulations including adoption of new environmental laws and regulations, and changes in how they are interpreted and enforced in Canada and Trinidad & Tobago; competition; actual and threatened litigation, lack of availability of qualified personnel; the results of exploration and development drilling and related activities; the timing and amount of estimated future production; costs of production; obtaining required approvals of regulatory authorities in Canada and Trinidad & Tobago; risks associated with negotiating with foreign governments as well as country risk associated with conducting international activities; volatility in market prices for oil; fluctuations in foreign exchange or interest rates; environmental risks; changes in income tax laws or changes in tax laws and incentive programs relating to the oil industry; ability to access sufficient capital from internal and external sources; the risks that any estimate of potential net oil pay is not based upon an estimate prepared or audited by an independent reserves evaluator; that there is no certainty that any portion of the hydrocarbon resources will be discovered, or if discovered that it will be commercially viable to produce any portion thereof; and other factors, many of which are beyond the control of Touchstone. Readers are cautioned that the foregoing list of factors is not exhaustive. For further information regarding specific risks and uncertainties applicable to Touchstone please see Touchstone's disclosure documents which may be viewed 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.

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