Touchstone Announces Shareholder Approval of Dissolution

LONDON, ENGLAND, Feb. 25, 2016 /CNW/ - Touchstone Gold Limited (the "Company") today announced that all of the resolutions relating to the dissolution of the Company (the "Dissolution") set out in the Company's notice of meeting and its management information circular dated January 19, 2016 (the "Circular") were duly passed at the special meeting of the Company's shareholders (the "Shareholders") held earlier today. Accordingly, the GOS Business and the CQCL Shares, each as defined in the Circular, have been transferred to Intelicrypt Tactical Solutions Limited ("Newco") in consideration of the issue and allotment of 680,982,800 ordinary shares in Newco.

The Company will now commence the process of Dissolution so that the Newco shares can be distributed to the Shareholders (the "Distribution"). Newco shares will be distributed to Canadian resident Shareholders following Ministry of Finance consent to the Dissolution, which will not be forthcoming until the Company files its outstanding tax returns in Canada.  These filings may take some months to finalise. The Company's directors anticipate being able to distribute Newco shares to Shareholders that are not resident in Canada within the next 60 to 90 days

Caution Concerning Forward-Looking Statements

This news release includes "forward-looking statements" within the meaning of securities laws.  Such statements relate to the Company's or management's objectives, projections, estimates, expectations, or predictions of the future and can be identified by words such as "will", "anticipate" and "may" or variations of such words.  These statements are based on certain assumptions and analyses by the Company that reflect its experience and its understanding of future developments. Such statements are subject to a number of uncertainties, including, but not limited to, and receipt of the approvals necessary to implement the Dissolution, and other factors identified in the company's filings with regulatory authorities in Canada.  Many of these uncertainties are beyond the Company's control and, therefore, may cause actual actions or results to differ from those expressed or implied herein.  The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For additional information on assumptions and risks underlying certain of the forward-looking statements made in this news release, please consult the risks described under the heading "Risk Factors" in the Circular, which is available on SEDAR at www.sedar.com.

SOURCE Touchstone Gold Limited