Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

TOUCHSTONE EXPLORATION INC.

ORDER

(Clause 1(11)(b))

UPON the application of Touchstone Exploration Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") for a designation order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant was incorporated on October 5, 1982 under the name "Murjoh Resources Inc." by registration of its Memorandum and Articles under the Company Act (British Columbia). On August 25th, 1987, the Applicant filed a notice of alteration to change its name to "Touchstone Resources Ltd.". The Applicant was transitioned under the Business Corporations Act (British Columbia) and on July 4, 2010 the Applicant filed a Notice of Change of Articles to change its name to "Touchstone Exploration Inc."

2. The head office of the Applicant is Suite 200, 209 -- 8th Avenue SW, Calgary, Alberta, T2P 1B8 and the registered office address is Suite 1810, 1111 West Georgia Street, Vancouver, British Columbia, V6E 4M3.

3. The authorized share capital of the Applicant consists of an unlimited number of Common Shares.

4. As at the date hereof, a total of 60,359,911 Common Shares of the Applicant were issued and outstanding.

5. The Applicant became a reporting issuer or reporting issuer equivalent on January 29, 1996 pursuant to the Securities Act (British Columbia) (the "BC Act") and subsequently under the Securities Act (Alberta) (the "Alberta Act") as a result of the amalgamation of the VSE and ASE to form the CDNX. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.

6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act.

7. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

8. The continuous disclosure requirements of the BC Act and Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

9. The common shares of the Applicant have been listed and posted for trading on the TSX Venture Exchange (the "TSX-V") under the symbol "TAB".

10. The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.

11. The TSX-V requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with Ontario, as defined in Policy 1.1 of the TSX-V Corporate Finance Manual, and, upon first becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

12. The Applicant has a significant connection to Ontario since more than 22.22% of the issued and outstanding share capital of the Applicant is owned by registered and beneficial holders who reside in Ontario.

13. The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

14. Neither the Applicant nor any of its officers, directors or, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

15. Neither the Applicant, nor any of its officers, directors nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

16. Neither any of the officers or directors of the Applicant nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED this 1st day of April, 2011.

"Jo-Anne Matear"
Assistant Manager, Corporate Finance Branch
Ontario Securities Commission