Touchstone Resources Ltd.
TSX VENTURE : TCH.H

Touchstone Resources Ltd.

May 25, 2010 08:31 ET

Touchstone Closes Subscription Receipts Private Placement Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 25, 2010) - Touchstone Resources Ltd. (TSX VENTURE:TCH.H) (Quoted in US$) ("Touchstone" or "the Company") is pleased to announce that it has closed the private placement offering (the "Offering") of subscription receipts (the "Subscription Receipts") described in the Company's news releases issued on March 22 and April 19, 2010. Touchstone has issued 123,900,000 Subscription Receipts at a subscription price of US$0.05 per Subscription Receipt for gross proceeds of US$6,195,000.

The proceeds of the Offering will be used, upon satisfaction of the escrow release condition described below, to fund the proposed acquisition (the "Acquisition") by Touchstone of certain lease operatorship rights under a lease operator agreement between Territorial Services Limited, an indirect, wholly-owned Trinidad and Tobago subsidiary of Sandy Cove Energy Ltd., and the Petroleum Company of Trinidad and Tobago Limited. The proceeds of the Private Placement are intended to settle cash payments related to the Acquisition, to fund obligations under the lease operatorship agreement which include the drilling of new wells and the recompletion of existing wells and provide adequate ongoing working capital for Touchstone. Details of the proposed Acquisition were previously disclosed in the Company's news release issued on March 22, 2010.

The gross proceeds of the Offering have been placed in escrow with Computershare Trust Company of Canada and will be governed by a Subscription Receipt Agreement entered into between Touchstone and Computershare dated May 20, 2010. The escrowed proceeds will be released to Touchstone upon satisfaction of the prescribed escrow release condition, namely the completion of the Acquisition. Upon satisfaction of the escrow release condition, each Subscription Receipt will be automatically exchanged, without payment of any additional consideration, for one common share of Touchstone as presently constituted (a "Common Share").

The Subscription Receipts and Common Shares have not been registered under the United States Securities Act of 1933 (the "Act") and may not be offered or sold absent registration under the Act or an applicable exemption from the registration requirements thereof. This news release does not constitute an offer to sell or a 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 prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom.

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. The forward-looking statements in this release are based upon information available to Touchstone as of the date of this release, and Touchstone assumes no obligation to update any such forward-looking statements. 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. For further information regarding specific risks and uncertainties applicable to Touchstone please see 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.

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 Resources Ltd.
    Mr. Paul Baay
    Chairman & Chief Executive Officer
    (403) 619-8407
    or
    Touchstone Resources Ltd.
    Mr. Ron Bryant
    Chief Operating Officer
    (403) 660-9985