Torquay Oil Corp. Enters Into Arrangement Agreement for Sale of the Company for Cash Consideration of $21 Million

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES


TORQUAY OIL CORP. (TSX VENTURE:TOC.A)(TSX VENTURE:TOC.B) ("Torquay" or the
"Company") is pleased to announce that it has entered into an arrangement
agreement (the "Arrangement Agreement") with a private oil and gas company ("the
Purchaser"). Under the terms of the Arrangement Agreement, the Purchaser will
acquire all of the issued and outstanding Class A Shares and Class B Shares of
Torquay for cash consideration of $0.16 per Class A Share and $1.60 per Class B
Share, respectively, pursuant to a plan of arrangement under the Business
Corporations Act (Alberta) (the "Arrangement").


The aggregate value of the transaction is approximately $21 million which
includes the assumption by the Purchaser of Torquay's anticipated net debt of
approximately $11.0 million made up of bank debt, working capital obligations
and transaction costs.


Based upon, among other things, the verbal fairness opinion of its financial
advisor, the Board of Directors of Torquay (the "Torquay Board") has unanimously
determined that the Arrangement is fair to the Torquay shareholders and in the
best interests of the Company. The Torquay Board has unanimously approved the
Arrangement, the transactions contemplated thereby and the entering into of the
Arrangement Agreement and resolved to recommend that the shareholders vote in
favour of the Arrangement. All of the members of the Torquay Board and Torquay's
executive officers, who collectively own approximately 14.3% of the outstanding
Class A Shares and 2.2% of the Class B Shares, have entered into lock-up
agreements with the Purchaser in respect of the Arrangement and have confirmed
their intention to vote their Class A Shares and Class B Shares in favour of the
Arrangement.


GMP Securities LP, acted as financial advisor to Torquay and has provided the
Torquay Board with its verbal opinion that, as of the date hereof, and subject
to review of final documentation, the consideration to be received by Torquay's
shareholders pursuant to the proposed Arrangement is fair, from a financial
point of view. 


The Arrangement is subject to a number of conditions including, but not limited
to, the approval of at least 66 2/3% of the votes cast in person or by proxy at
a special meeting of Torquay's shareholders and a majority of the votes cast by
disinterested shareholders pursuant to the requirements of applicable securities
laws, as well as customary court and regulatory approvals and other customary
conditions. An information circular regarding the Arrangement is expected to be
mailed to Torquay shareholders in late November for a meeting expected to be
held on December 21, 2012, with completion of the Arrangement scheduled to occur
shortly thereafter.


Under the Arrangement Agreement, Torquay has agreed that it will not solicit or
initiate any discussions in respect of any other acquisition proposals. Torquay
has also agreed to pay a termination fee in an amount equal to approximately
$0.6 million to the Purchaser in certain circumstances. In addition, the
Purchaser has the right to match any competing proposal for Torquay in the event
such a proposal is made. The Purchaser has agreed to pay Torquay's out-of-pocket
expenses incurred in connection with the Arrangement Agreement and the
transactions contemplated thereby, if the Arrangement Agreement is terminated by
the Company under certain circumstances.


About Torquay

Torquay is an oil focused, junior exploration company. The Company's Class A
Shares and Class B Shares trade on the TSX Venture Exchange under the symbols
TOC.A and TOC.B. The Company currently has 48,659,448 Class A Shares and
1,260,000 Class B Shares outstanding.


FORWARD LOOKING STATEMENTS: 

This news release contains forward-looking statements. More particularly, this
news release contains statements concerning the timing and completion of the
Arrangement, as well as certain other matters related to the transactions
referenced herein. The forward-looking statements are based on certain key
expectations and assumptions made by Torquay, including expectations and
assumptions concerning completion of the Arrangement, timing of receipt of
required approvals and third party consents and the satisfaction of other
conditions to the completion of the Arrangement. Although Torquay believes that
the expectations and assumptions on which the forward-looking statements are
based are reasonable, undue reliance should not be placed on the forward-looking
statements because Torquay can give no assurance that they will prove to be
correct. Since forward-looking statements 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. These include, but are not limited to, risks that required
approvals and consents are not obtained on terms and within the timelines
acceptable to Torquay and the Purchaser, that the Arrangement may not be
completed on the terms contemplated or at all, and risks that other conditions
to the completion of the Arrangement are not satisfied in a timely manner or at
all. Additional information on the foregoing risks and other factors that could
affect Torquay' operations and financial results are included in the Company's
annual information form for the financial year ended December 31, 2011 and in
other reports on file with Canadian securities regulatory authorities and may be
accessed through the SEDAR website (www.sedar.com). The forward-looking
statements contained in this press release are made as of the date hereof and
Torquay undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Torquay Oil Corp.
Mr. Terry McCallum
President & Chief Executive Officer
403 233 2444 ext. 32
[e-mail]


Torquay Oil Corp.
Mr. Brent McKercher
Executive Vice President & Chief Operating Officer
403 233 2444 ext. 30
[e-mail]
www.torquayoil.com