Touchstone acquires indirect control in PrimeraTouchstone acquires indirect control in Primera
Touchstone Exploration Inc(C:TAB)
Shares Issued 60,409,911
Last Close8/22/2011
.50
Tuesday August 23 2011 - News Release
Also Primera Energy Resources Ltd (C:PTT)News Release
Mr. Paul Baay reports
ACQUISITION OF INDIRECT INTEREST INPRIMERA ENERGY RESOURCES LTD.
Touchstone Exploration Inc. has acquired indirect control over of23.75 million common shares of Primera Energy Resources Ltd. representing approximately 41.6% of theIssuer's issued and outstanding common shares (based on the Issuer's latest filed Form 51-102F1 for the three monthsending March 31, 2011 and 2010) in connection with the completion of the private acquisition in Trinidad by theCompany, through its indirect wholly-owned Trinidad subsidiary Territorial Services Limited, of all of the issued andoutstanding shares of Primera Oil & Gas Ltd., Primera Oilfield Management Services Ltd. and Primera East BrightonLtd. (collectively, the "Target Companies") from C L Financial Limited ("CL Financial"). Primera Block WD-4Limited, which in accordance with SEDI filings has direct ownership of the 23,750,000 common shares of the Issuer,is a wholly-owned subsidiary of Primera Oil & Gas Ltd.
Touchstone holds, directly, no common shares of the Issuer. Immediately after the indirect acquisition of controlreferred to above, the Company indirectly controlled 23,750,000 common shares in the capital of the Issuerrepresenting 41.6% of the Issuer's then issued and outstanding common shares. Touchstone has no present intentionto acquire ownership of, or control over, additional securities of the Issuer.
The transaction was completed in connection with Touchstone's selection in April, 2011 as the preferred bidder andpayment of deposit with respect to the proposed divestment by CL Financial of its ownership of the TargetCompanies and the resulting definitive share purchase agreement (the "Share Purchase Agreement") dated July 11,2011 among the Company's indirect wholly-owned Trinidad subsidiary Territorial Services Limited; as purchaser,CL Financial, as vendor, and each of the Target Companies. Other than lending arrangements related to thetransaction, there are no other agreements with respect to the acquisition, holding, disposition or voting of any of thesecurities of the Issuer.
A report respecting this acquisition will be filed with the Securities Commissions in Alberta, British Columbia andOntario. To obtain a copy of the report contact Stacey Gundersen at (403) 992-8407.
We seek Safe Harbor.