CALGARY, ALBERTA–(Marketwired – April 3, 2014) – Petrobank Energy and Resources Ltd. (TSX:PBG) (“Petrobank“) and Touchstone Exploration Inc. (TSX VENTURE:TAB) (“Touchstone“) are pleased to announce that we have mailed and filed our Joint Management Information Circular and Proxy Statement (“Joint Circular“) on The System for Electronic Document Analysis and Retrieval (“SEDAR“) under each company’s respective profiles. Petrobank and Touchstone shareholders should receive the Joint Circular within the next week or they can download an electronic version from SEDAR (www.sedar.com). Petrobank and Touchstone intend to post updated investor presentations on their respective websites this week.
The Joint Circular provides more information on the Plan of Arrangement (the “Arrangement“) related to the proposed combination of Petrobank and Touchstone previously announced on March 6, 2014. Each of Petrobank’s and Touchstone’s respective shareholders will vote on certain resolutions related to the Arrangement at their respective shareholder meetings on April 28, 2014 which will be held in Calgary, Alberta at 9:00am (Calgary time) for Touchstone shareholders and at 10:00am (Calgary time) for Petrobank shareholders. The Arrangement is expected to be completed on or about April 30, 2014 upon satisfaction or waiver of all of the conditions to the Arrangement set out in the Arrangement Agreement entered into by Petrobank and Touchstone on March 6, 2014.
We are pleased to announce that each of John W. Wright (Chairman), Paul R. Baay, Kenneth R. McKinnon, Trevor Mitzel, Corey C. Ruttan, R. Gregg Smith, and Dr. Harrie Vredenburg are nominated to act as directors for the combined company, which is expected to be named Touchstone Exploration Inc. (“New Touchstone“). As previously disclosed, four of such directors are nominees from Petrobank and three of such directors are nominees from Touchstone.
Upon completion of the Arrangement, New Touchstone will be led by current Touchstone Chairman and Chief Executive Officer, Paul R. Baay, who will be appointed by the New Touchstone board, as it exists at that time, to act as President and Chief Executive Officer. The remainder of the senior executive team will be comprised of Scott Budau, Chief Financial Officer, and James Shipka, Vice President Geoscience and Business Development, who both hold the same positions at Touchstone. It is anticipated that Tom Valentine, a Partner at Norton Rose Fulbright Canada LLP and a current director of Touchstone, will be appointed Corporate Secretary of New Touchstone.
Petrobank Energy and Resources Ltd. is a Calgary-based oil and natural gas exploration and production company with operations in western Canada. Petrobank is applying our patented THAI® heavy oil recovery process in the field. THAI® is an evolutionary in-situ combustion technology for the recovery of bitumen and heavy oil. THAI® is a registered trademark of Archon Technologies Ltd., a wholly-owned subsidiary of Petrobank Energy and Resources Ltd., for specialized methods for recovery of oil from subterranean formations through in-situ combustion techniques and methodologies with or without upgrading catalysts.
Touchstone Exploration Inc. is engaged in the business of acquiring interests in petroleum and natural gas rights, and the exploration, development, production and sale of petroleum and natural gas internationally. Touchstone is currently active in onshore properties located in the Republic of Trinidad and Tobago. The company’s common shares are traded on the TSX Venture Exchange under the symbol “TAB”.
Forward-Looking Statements: Certain information provided in this press release constitutes forward-looking statements and information within the meaning of applicable securities laws. Specifically, and without limitation, this press release contains forward-looking statements and information relating to: the anticipated timing for the holding of the Petrobank shareholders meeting and the Touchstone shareholders meeting, the anticipated timing for the closing of the Arrangement, the anticipated members of the board of directors of New Touchstone and the executive team of New Touchstone.
In respect of the forward-looking statements and information set out in this press release, Petrobank and Touchstone have provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to mail the Joint Circular; the ability of the parties to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. The anticipated dates provided may change for a number of reasons, including the inability to secure necessary securityholder, regulatory, court, stock exchange or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of Petrobank or Touchstone to obtain necessary securityholder, regulatory, court, stock exchange and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Petrobank or Touchstone to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.
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 RELEASE.
John D. Wright
Chairman and Chief Executive Officer
Petrobank Energy and Resources Ltd.
Vice President Finance and Chief Financial Officer
Touchstone Exploration Inc.
Mr. Paul R. Baay
Chairman and Chief Executive Officer
Touchstone Exploration Inc.
Mr. Scott Budau
Chief Financial Officer
The Proxy Solicitation and Information Agent:
Kingsdale Shareholder Services