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Touchstone Announces Filing of Final Short Form Prospectus Qualifying Distribution of Common Shares


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October 11, 2011 20:06 ET

Touchstone Announces Filing of Final Short Form Prospectus Qualifying Distribution of Common Shares

CALGARY, ALBERTA--(Marketwire - Oct. 11, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Touchstone Exploration Inc. (TSX VENTURE:TAB) ("Touchstone" or the "Company"), announces that it has obtained a final receipt in connection with the filing of a (final) short form prospectus in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario (the "Offering Jurisdictions") with respect to the qualification for distribution of approximately 48,518,330 common shares (the "Qualified Shares") of the Company issuable pursuant to the exercise 44,107,573 previously issued subscription receipts ("Subscription Receipts"). Each Subscription Receipt entitled the holder thereof to receive one common share ("Common Share") of the Company on the exercise or deemed exercise of such Subscription Receipt with an attached right (a "Right") entitling each holder thereof to an additional 0.1 of a Common Share for each Right held by such holder, without additional consideration or further action, upon the exercise or deemed exercise of the Subscription Receipts as the final receipt was not obtained within forty-five (45) days of the Closing Date (as defined herein). No fractional Qualified Shares will be issued to holders of Subscription Receipts upon exercise of the Rights and any fractional number of Qualified Shares will be rounded up to the nearest whole number. The Subscription Receipts and Rights are deemed to be exercised into Qualified Shares on the date hereof pursuant to the terms of the Subscription Receipt Agreement (as defined herein).

The Subscription Receipts were issued on June 29, 2011 (the "Closing Date") at a price of $0.55 per Subscription Receipt for gross proceeds of approximately $24.7 million and offered to purchasers in the Offering Jurisdictions on a private placement basis pursuant to prospectus exemptions under applicable securities legislation (the "Offering") through Paradigm Capital Inc. ("Paradigm") and FirstEnergy Capital Corp., as lead agents, together with a syndicate of agents comprised of Canaccord Genuity Corp., CIBC World Markets Inc., Fraser Mackenzie Limited and Haywood Securities Inc. (collectively the "Agents"). The Company had agreed to use reasonable commercial efforts to file a (final) short form prospectus qualifying the issuance and distribution of the Qualified Shares in the Offering Jurisdictions and obtain a final passport decision document evidencing a receipt on behalf of the securities regulatory authorities in each of the Offering Jurisdictions no later than August 15, 2011, after which holders of Subscription Receipts would be entitled to such further Qualified Shares issuable upon exercise of the Rights.

The aggregate gross proceeds from the Offering were deposited in escrow and held by Computershare Trust Company of Canada, as escrow agent (the "Escrow Agent"), pending completion of the Primera Acquisition (as defined herein) pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated June 29, 2011 among the Company, Paradigm, on behalf of the Agents, and the Escrow Agent. The net proceeds of the Offering were used by the Company to fund a portion of the purchase price in respect of the acquisition (the "Primera Acquisition"), through its indirect wholly-owned Trinidad subsidiary Territorial Services Limited, of all of the issued and outstanding shares of Primera Oil & Gas Ltd. , Primera Oilfield Management Services Ltd. and Primera East Brighton Ltd. (together, the "Primera Group") from C L Financial Limited ("CL Financial") pursuant to the share purchase transaction originally disclosed in the Company's news releases of May 11, 2011 and July 11, 2011, which was completed on August 19, 2011.

The certificate representing the majority of the Qualified Shares will be issued in book-entry only form and registered in the name of "CDS & Co." and deposited with CDS Clearing and Depositary Services Inc. ("CDS") or its nominee. Except in the case of Qualified Shares to be issued to holders of Subscription Receipts resident in the United States, no certificates representing the Qualified Shares will be issued to holders thereof and registration will be made through the depositary services of CDS. Holders of Qualified Shares will generally receive only a customer confirmation from the Agents or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Qualified Shares is acquired.

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", "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. 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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