Touchstone Exploration Inc.

TSX VENTURE : TAB


Touchstone Exploration Inc.
Primera Energy Resources Ltd.

TSX VENTURE : PTT


Primera Energy Resources Ltd.

December 03, 2012 09:00 ET

Touchstone Completes Acquisition of Primera Energy Resources Ltd.

CALGARY, ALBERTA--(Marketwire - Dec. 3, 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.

Further to its previous announcements, Touchstone Exploration Inc. (TSX VENTURE:TAB) ("Touchstone" or the "Company") announces the successful completion, by court‐approved plan of arrangement (the "Arrangement"), of the acquisition of Primera Energy Resources Ltd. (TSXV: PTT) ("Primera"). Touchstone has acquired all the outstanding common shares of Primera not otherwise owned, directly or indirectly, by Touchstone in exchange for the issuance of approximately 30,028,275 Touchstone common shares. Primera's common shares will be delisted upon formal approval of the Arrangement by the TSX Venture Exchange.

Touchstone now holds a 100% interest in Primera's producing property (Block WD-4) located in Trinidad through Primera's wholly owned subsidiary, Optimal Services (St. Lucia) Limited, as well as interests in other exploration properties in Trinidad (Cory Moruga Block).

Paul Baay, Chairman and Chief Executive Officer said "the closing of the Primera Arrangement allows Touchstone to focus on the Company's continued growth with an exceptional asset base onshore in Trinidad."

Touchstone has posted an updated version of its corporate presentation on the Company's website www.touchstoneexploration.com and will be reporting its year-end financial results and reserve results in January 2013.

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.

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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