Creation of high growth, fully capitalized oil company by way of a plan of arrangement

On May 13, 2014, Touchstone Exploration Inc. (Touchstone), a Canadian public oil and gas company focusing on International operations, and Petrobank Energy and Resources Ltd. (Petrobank), an innovative Calgary-based oil and natural gas exploration, production and technology company, entered into an agreement that provides for the combination of Touchstone and Petrobank to create a well-capitalized, oil focused Company with high growth potential. The combination of Touchstone and Petrobank was effected by way of a plan of arrangement under the Business Corporations Act (Alberta) and has resulted in the combined Company carrying on business under the name Touchstone Exploration Inc. (New Touchstone or the Company), which will continue trading on the Toronto Stock Exchange.

Pursuant to the Arrangement, all of the issued and outstanding common shares of Touchstone (the Touchstone Shares) were exchanged for common shares of Petrobank (the Petrobank Shares) based on an exchange ratio of 0.471 of a Petrobank Share for each Touchstone Share held. The Arrangement represents a market to market business combination based on Petrobank and Touchstone’s 20-day volume-weighted average trading price that ended on March 5, 2014.

The integration of the operations of Touchstone and Petrobank will allow the combined Company to execute an expanded capital program in the Republic of Trinidad and Tobago (Trinidad) and will position New Touchstone to increase shareholder value through improved netbacks, increased cash flow, and superior capital efficiencies. The Company will have significant financial resources, proven operational expertise and a high quality asset base characterized by large oil in place, low declines and an extensive inventory of low risk drilling, workover and reactivation opportunities.

Norton Rose Fulbright advised Touchstone Exploration Inc., with a team led by Tom Valentine and included Dion Legge, Darren Hueppelsheuser, Alison Kuntz, Steve Leitl, Jung Lee, Jason Giborski, Brian Milne, Nathan Hillier, Zahra Allidina and Anna Wingfield, with assistance from Chris Hilbert and Manny Rivera in our New York City office.