THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL
NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON
SHARES OF TOUCHSTONE EXPLORATION INC. IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. IN
ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
CALGARY, Nov. 2, 2020 /CNW/ - Touchstone Exploration Inc.
("Touchstone", "we", "us" or the "Company") (TSX / LSE: TXP)
announces a proposed placing in the UK and Canada (the "Placing") of up to US$30 million (approximately £23.2 million and
C$40.0 million) through the issue of
common shares of no par value (the "Placing Shares") with
institutional and other investors in the United Kingdom and Canada. In the event of excess demand, the
Company reserves the right to increase the size of the Placing. The
Placing in the UK is being completed by way of an accelerated
bookbuild and placees will subscribe for Placing Shares pursuant to
the terms and conditions set out in the Appendix to this
announcement (the "UK Placing"). In Canada, placees will subscribe for Placing
Shares pursuant to customary subscription agreements (the "Canadian
Placing"). Shore Capital and Canaccord (each as defined below) are
acting as Joint Bookrunners in connection with the UK Placing.
Canaccord is Sole Bookrunner in respect of the Canadian
Placing.
Background to the Placing and Use of Proceeds
To date, the Company has drilled three successful gross
exploration wells (2.4 net) on the Ortoire block, onshore in the
Republic of Trinidad and Tobago
(Touchstone 80% working interest). Touchstone spudded its fourth
exploration well, Cascadura-Deep, on October
27, 2020.
On the basis of three significant natural gas discoveries to
date, the Company is seeking to raise up to US$30 million to fund continued exploration,
development and production activities at Ortoire, including:
- Cascadura-1ST1 – surface facility development;
- Chinook-1 – completion, testing and potential surface facility
development;
- Cascadura Deep – drilling, potential completion, testing and
surface facility development; and
- Royston – drilling and
potential completion and testing.
The Company also intends to use a portion of the net proceeds of
the Placing to fund a seismic program in order to fulfil its work
commitments under the Ortoire exploration and production licence,
as well as for working capital purposes.
Details of the UK Placing
The Placing is being completed within the Company's existing
share issuance authorities. Shore Capital and Corporate Limited and
Shore Capital Stockbrokers Limited (together, "Shore Capital") and
Canaccord Genuity Limited ("Canaccord") will be conducting an
accelerated book building process, in respect of the UK Placing
(the "Bookbuild"). The book will open with immediate effect. Shore
Capital and Canaccord have entered into an agreement with
Touchstone (the "Placing Agreement") under which, subject to the
conditions set out therein, Shore Capital and Canaccord will agree
to use their respective reasonable endeavours to procure
subscribers for the Placing Shares in the UK. The UK Placing is
subject to the terms and conditions set out in the Appendix to this
announcement. Members of the public are not entitled to
participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with Touchstone's existing
issued common shares of no par value each ("Common Shares").
Details of the final number of Placing Shares and the price per
Placing Share ("Placing Price") will be announced as soon as
practicable after the closing of the Bookbuild. The Placing is not
being underwritten.
Details of the Canadian Placing
Placement of the Placing Shares in Canada will be to "accredited investors" only
pursuant to subscription agreements containing certain
representations, warranties, acknowledgments and covenants of both
the placee and the Company the ("Subscription Agreements"), with
Canadian placees having certain statutory and other rights of
action against the Company. The Placing Price for Canadian placees
pursuant to the Subscription Agreements will be the same as for
placees participating in the UK Placing.
Admission and Settlement
Application will be made for the Placing Shares to be admitted
to trading ("Admission") on the AIM market of the London Stock
Exchange ("AIM') and the Toronto Stock Exchange ("TSX"). It is
expected that Admission will take place at or around 8.00 a.m. (London time) on November 12, 2020 (or such later date as may be
agreed between the Company, Shore Capital and Canaccord). The UK
Placing is conditional upon, inter alia, Admission becoming
effective. The UK Placing is also conditional upon the Placing
Agreement not being terminated in accordance with its terms. The
Canadian Placing is also conditional, inter alia, upon
completion and return of the Subscription Agreements.
Placing Shares issued in connection with the Canadian Placing
will be subject to a four-month and one day restricted hold period
which will prevent such Placing Shares from being resold in
Canada, through a Canadian
exchange or otherwise, during the restricted period without an
exemption from the Canadian prospectus requirement. Any Placing
Shares placed outside of Canada
pursuant to the UK Placing will be subject to the same four-month
and one day restricted hold period which will prevent such Placing
Shares from being sold in Canada,
but such Placing Shares will otherwise be freely transferable.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this announcement.
Touchstone Exploration Inc.
Touchstone Exploration Inc. is a Calgary, Alberta based company engaged in the
business of acquiring interests in petroleum and natural gas rights
and the exploration, development, production and sale of petroleum
and natural gas. Touchstone is currently active in onshore
properties located in the Republic of Trinidad and Tobago. The Company's common
shares are traded on the Toronto Stock Exchange and the AIM market
of the London Stock Exchange under the symbol "TXP".
Advisories
Exchange Rate
For reference purposes in this announcement, one British pound has been converted into
United States dollars at a rate of
1.00 to 1.30 and Canadian dollars at a rate of 1.00 to 1.73.
Forward-Looking Statements
Certain information provided in this announcement may constitute
forward-looking statements and information (collectively,
"forward-looking statements") within the meaning of applicable
securities laws. Such forward-looking statements include, without
limitation, forecasts, estimates, expectations and objectives for
future operations that are subject to assumptions, risks and
uncertainties, many of which are beyond the control of the Company.
Forward-looking statements are statements that are not historical
facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends",
"estimates", "projects", "potential" and similar expressions, or
are events or conditions that "will", "would", "may", "could" or
"should" occur or be achieved. Forward-looking statements in this
announcement include, but are not limited to, those in respect of
the Placing, including the size, pricing and timing thereof, the
type of securities being offered thereunder, the investors
participating therein, the intended use of proceeds therefrom
(including with respect to future exploration, development and
production activities and the locations thereof, and the extent to
which such activities are expected to fulfil the Company's
contractual commitments under the Ortoire exploration and
production licence); and the conditions and approvals required and
applications being filed in connection therewith. Although the
Company 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 the
Company 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. Certain
of these risks are set out in more detail in the Company's
December 31, 2019 Annual Information
Form dated March 25, 2020 which has
been filed on SEDAR and can be accessed at www.sedar.com. The
forward-looking statements contained in this announcement are made
as of the date hereof, and except as may be required by applicable
securities laws, the Company assumes no obligation to update
publicly or revise any forward-looking statements made herein or
otherwise, whether as a result of new information, future events or
otherwise.
Important Notice to UK Investors
This announcement and any other documentation that may be
delivered directly to certain persons in connection with the UK
Placing may constitute offering documents as defined under
applicable securities laws in certain jurisdictions. Otherwise, no
prospectus, offering document or admission document will be made
available in connection with the matters contained in this
announcement.
In any EEA Member State that has implemented the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as
amended, and the United Kingdom
(together with any implementing measures in any Member State and
the United Kingdom), this
announcement is only addressed to and directed at persons in such
member states and the United
Kingdom who are qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation ("Qualified Investors").
In addition, in the United
Kingdom, this announcement is addressed and directed only at
Qualified Investors who (i) are persons who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), (ii)
are persons who are high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) are persons to whom it may
otherwise be lawful to communicate it to (all such persons being
referred to as "Relevant Persons"). Any investment or investment
activity to which this announcement relates is available only to
Relevant Persons in the United
Kingdom and Qualified Investors in any member state of the
EEA and will be engaged in only with such persons. Other persons
should not rely or act upon this announcement or any of its
contents.
This announcement, including the terms and conditions set out in
the Appendix, must not be acted on or relied on by persons who are
not Relevant Persons. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. This announcement does not itself constitute an offer for
sale or subscription of any securities in the Company. Persons
distributing this announcement must satisfy themselves that is
lawful to do so. This announcement is for information only and does
not constitute an offer to sell, or a solicitation of an offer to
buy or otherwise acquire, any securities in any jurisdiction.
Persons needing advice should consult an independent financial
adviser.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
whole or in part, in, into or from the
United States of America (including its territories and
possessions, any state of the United
States of America (the "United
States" or the "US")), Australia, New
Zealand, Japan, the
Republic of Ireland or the
Republic of South Africa or
transmitted, distributed to, or sent by, any national or resident
or citizen of any such countries or any other jurisdiction where to
do so would constitute a violation of the relevant securities laws
of such jurisdiction (each a "Restricted Jurisdiction"). Any
failure to comply with this restriction may constitute a violation
of securities laws in the Restricted Jurisdictions.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, Shore Capital,
Canaccord or any other person authorised under FSMA. This
announcement is being distributed and communicated to persons in
the United Kingdom and
Canada only in circumstances in
which section 21(1) of FSMA does not apply or otherwise falls
within a relevant exemption. No prospectus will be made available
in connection with the matters contained in this announcement and
no such prospectus is required (in accordance with the Prospectus
Regulation) to be published. Persons needing advice should consult
an independent financial adviser.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any shares or other securities
in Canada or the Restricted
Jurisdictions. The UK Placing and the distribution of this
announcement and other information in connection with the UK
Placing in certain jurisdictions may be restricted by law and
persons into whose possession this announcement and any document or
other information referred to herein comes should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
No action has been taken by the Company, Shore Capital,
Canaccord or any of their respective directors, officers, partners,
agents, employees or affiliates that would permit an offer of the
Placing Shares or possession or distribution of this announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any such restrictions.
The Placing Shares referred to in this announcement have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, and may not be offered,
sold or transferred within the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act. The Placing Shares have not been and will not be
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete.
No reliance may or should be placed for any purposes whatsoever
on the information contained in this announcement or its accuracy,
completeness or fairness. The information in this announcement is
subject to change. The Company does not undertake to provide the
recipient of this announcement with any additional information, or
to update this announcement or to correct any inaccuracies, and the
distribution of this announcement shall not be deemed to be any
form of commitment on the part of the Company to proceed with the
Placing or any transaction or arrangement referred to in this
announcement.
Any indication in this announcement of the price at which the
Common Shares have been bought or sold in the past cannot be relied
upon as a guide to future performance. Persons needing advice
should consult an independent financial adviser. No statement in
this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
This announcement has not been approved by any competent
regulatory authority. Shore Capital and Corporate Limited ("SCC")
is nominated advisor to the Company. SCC, which is authorised and
regulated by the Financial Conduct Authority ("FCA"), is acting
exclusively for the Company and no one else in connection with the
proposed Placing and will not be acting for any other person or
otherwise responsible to any person other than the Company for
providing the protections afforded to clients of SCC or for
advising any other person in respect of the Placing. Shore Capital
Stockbrokers Limited ("SCS") has been appointed as brokers to the
Company in respect of the UK Placing. SCS, which is authorised and
regulated by the FCA, is acting exclusively for the Company and no
one else in connection with the proposed UK Placing and will not be
acting for any other person or otherwise responsible to any person
other than the Company for providing the protections afforded to
clients of SCS or for advising any other person in respect of the
UK Placing. Canaccord is authorised and regulated by the Financial
Conduct Authority ("FCA") and is acting exclusively for the Company
and no one else in connection with the proposed UK Placing and will
not be acting for any other person or otherwise responsible to any
person other than the Company for providing the protections
afforded to clients of Canaccord or for advising any other person
in respect of the UK Placing.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Shore Capital, Canaccord or by any of
their affiliates or their affiliates' agents, directors, officers
and employees, respectively, as to, or in relation to, the accuracy
or completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Each person who is invited to and who chooses to participate in
the UK Placing by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained in the Appendix to this announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix to this announcement.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the UK Placing.
The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance. The contents of this announcement are not to
be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). Upon publication of
this announcement, the inside information is now considered to be
in the public domain for the purposes of MAR. The person
responsible for arranging release of this information on behalf of
the Company is Paul Baay.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with the target market for the Placing
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this announcement, as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the UK Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shore Capital and Canaccord will only seek to procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE UK
PLACING
IMPORTANT INFORMATION FOR UK PLACEES
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (EACH A "RESTRICTED JURISDICTION").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF SECURITIES WILL BE MADE. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS"
AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER
WITH ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE AND THE
UNITED KINGDOM, THE "PROSPECTUS
REGULATION"); and (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS
AMENDED (THE "ORDER") OR (II) FALL WITHIN THE DEFINITION OF "HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) ARE OTHERWISE PERSONS TO WHOM
IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
This Announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in
the United States. The Placing
Shares have not been and will not be registered under the U.S
Securities Act of 1933, as amended (the "US Securities Act"), or
under the securities laws of any state or other jurisdiction of
the United States and may not be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States absent
registration except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the US
Securities Act. No public offering of the Placing Shares is being
made in the United States. The
Placing Shares are being offered and sold outside the United States in offshore transactions, as
defined in, and in compliance with, Regulation S under the US
Securities Act. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation,
the Restricted Jurisdictions or any other jurisdiction in
which such offer or solicitation is or may be unlawful. This
Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No prospectus has been lodged with or registered by the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance or the South African Reserve Bank; and the
Placing Shares have not been, nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia, Japan or the Republic of South Africa. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia,
Japan, the Republic of
South Africa or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful.
Each person who is invited to and who chooses to participate in
the UK Placing by making or accepting an oral offer to subscribe
for Placing Shares is deemed to have read and understood this
Announcement in its entirety (including this Appendix) and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained in this Appendix to the Company,
Shore Capital and Canaccord.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares that were offered the Placing Shares outside
of Canada and are not residents
thereof (each a "UK Placee"). Each UK Placee will be deemed to have
read and understood this Announcement (including this Appendix) and
hereby agrees with Shore Capital, Canaccord and the Company to be
bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be issued or acquired. A
UK Placee shall, without limitation, become so bound if Shore
Capital or Canaccord confirms to such UK Placee its allocation of
Placing Shares. Upon being notified of its allocation of Placing
Shares, a UK Placee Placing Price and, to the fullest extent
permitted by law, will be deemed to have agreed not to exercise any
rights to rescind or terminate or otherwise withdraw from such
commitment.
EACH UK PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A
SUBSCRIPTION OF PLACING SHARES. THE PRICE OF SHARES AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
Details of the Placing Agreement and the Placing
Shares
The Company has today entered into the Placing Agreement with
Shore Capital and Corporate Limited and Canaccord. Pursuant to the
Placing Agreement, Shore Capital and Canaccord have, subject to the
terms set out in such agreement, agreed to use reasonable
endeavours, as agent of the Company, to procure placees for the
Placing Shares. Shore Capital and Canaccord will be conducting an
accelerated book building process in the UK in respect of the UK
Placing.
The Placing Shares will, when issued, be subject to the articles
of incorporation of the Company, be credited as fully paid and will
rank pari passu in all respects with each other
and with the existing Common Shares in the Company, including
the right to receive all dividends and other distributions
declared, made or paid in respect of the Common Shares after the
date of issue of the Placing Shares. The Placing Shares will be
issued free of any encumbrance, lien, claim, charge, equity and
third-party right.
Application for Admission
Application will be made to the TSX and the London Stock
Exchange for the Placing Shares to be admitted to trading on the
TSX and AIM ("Admission"). It is expected
that Admission will become effective and that dealings in
the Placing Shares will commence on November, 12 2020 (or such
later date as Shore Capital, Canaccord and the Company may agree in
writing). In any event, the latest date for Admission
is November 30, 2020 (the "Long Stop Date").
Principal terms of the Placing for UK Placees
This Appendix gives UK Placees details of the terms and
conditions of, and the mechanics of participation in, the UK
Placing.
- Shore Capital and Canaccord are acting as agents of the Company
in connection with the UK Placing on the terms and subject to the
conditions of the Placing Agreement.
- Participation in the UK Placing will only be available to
persons who may lawfully be, and are, invited by Shore Capital or
Canaccord to participate. Shore Capital, Canaccord and any of their
affiliates are entitled to participate in the UK Placing as
principal.
- To bid in the Bookbuild, prospective UK Placees should
communicate their bid by telephone to their usual sales contact at
Shore Capital or Canaccord. Each bid should state the number of
Placing Shares which the prospective UK Placee wishes to
subscribe for at the Placing Price. Bids may be scaled down by
Shore Capital on the basis referred to in paragraph 5 below.
- The Bookbuild closing time is at the discretion of Shore
Capital and the Bookbuild is expected to close in short order.
Shore Capital and Canaccord may, in agreement with the Company,
accept bids received after the Bookbuild has closed. Shore Capital
and Canaccord may choose to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion
(in agreement with the Company) and may scale down any bids for
this purpose on such basis as they may determine.
- The final number of Placing Shares to be issued in the UK
Placing will be determined following conclusion of the Bookbuild
and will be communicated through a further announcement by or on
behalf of the Company through a Regulatory Information
Service.
- The Company, Shore Capital and Canaccord reserve the right: (i)
to scale back the number of Placing Shares to be subscribed for by
any UK Placee in the event of the Placing being
over-subscribed; and (ii) not to accept offers for Placing Shares
or to accept such offers in part rather than in full. The Company
reserves the right to reduce the amount to be raised pursuant to
the UK Placing, in agreement with Shore Capital and Canaccord.
- Each UK Placees allocations of Placing Shares will be
determined by Shore Capital and Canaccord in accordance with the
principles of allocation discussed between Shore Capital, Canaccord
and the Company and will be confirmed orally to UK Placees by
Shore Capital or Canaccord, and each UK Placees allocation and
commitment will be evidenced by a contract note issued to such UK
Placee by Shore Capital or Canaccord, the form of which will
be dispatched to each UK Placee as soon as possible after its
allocation of Placing Shares has been confirmed orally to it by
Shore Capital or Canaccord. The terms of this Appendix will be
deemed incorporated in that contract note.
- Shore Capital's or Canaccord's oral confirmation of an
allocation of Placing Shares will give rise to an irrevocable,
legally binding commitment by that UK person (who at that point
becomes a UK Placee), in favour of Shore Capital or Canaccord and
the Company, under which it agrees to acquire the number of Placing
Shares allocated to it on the terms and subject to the conditions
set out in this Appendix and in accordance with the Company's
articles of incorporation. Except with Shore Capital's and
Canaccord's consent, such commitment will not be capable of
variation or revocation.
- Each UK Placees allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the UK
Placee on behalf of which it is made and, except with Shore
Capital's and Canaccord's consent, will not be capable of variation
or revocation after the time at which it is submitted.
- Each UK Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Shore Capital and/or Canaccord, as
agent for the Company, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such UK Placee has agreed to
acquire and the Company has agreed to allot and issue to that UK
Placee.
- Except as required by law or regulation, no press release or
other announcement will be made by Shore Capital or the Company
using the name of any UK Placee (or its agent), in its
capacity as UK Placee (or agent), other than with such UK
Placees prior written consent.
- Irrespective of the time at which a UK Placees allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing by UK Placees
will be required to be made at the same time, on the basis
explained below under "Registration and settlement".
- All obligations under the UK Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
- By participating in the UK Placing, each UK Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the UK Placee.
- To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither: (a) Shore
Capital, (b) Canaccord, (c) the Company, nor (d) any of their
affiliates, agents, directors, officers, consultants or employees
nor (e) to the extent not contained within (a), (b), (c) or (d),
any person connected with Shore Capital, Canaccord or the Company
as defined in the Financial Services and Markets Act 2000 ((b) and
(d) being together "Affiliates" and individually an "Affiliate")
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to UK Placees or to any other person
whether acting on behalf of a UK Placee or otherwise. In
particular, neither Shore Capital nor Canaccord nor the Company nor
any of their Affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
Shore Capital or Canaccord's conduct of the Placing or of such
alternative method of effecting the Placing as Shore Capital,
Canaccord and the Company may agree. Nothing in this Appendix shall
be effective to limit or exclude any liability for fraud or which,
by law or regulation, cannot otherwise be so limited or
excluded.
Conditions of the UK Placing
The UK Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The obligations of Shore Capital and Canaccord under the Placing
Agreement are conditional, inter alia, on:
- the warranties on the part of the Company contained in the
Placing Agreement being true and accurate on and as of the date of
the Placing Agreement and on Admission;
- the fulfilment by the Company in all material respects of its
obligations under the Placing Agreement to the extent that such
obligations fall to be performed prior to Admission;
- the Company delivering, by no later than 5.00 p.m. (London time) on the dealing day immediately
prior to the expected date of Admission (but dated the day of such
Admission), to Shore Capital and Canaccord a certificate
confirming, inter alia, that none of the warranties
given by the Company in the Placing Agreement were untrue,
inaccurate or misleading in any material respect when made or would
cease to be true and accurate or would become misleading in any
material respect were it to be repeated by reference to the facts
and circumstances subsisting as at immediately prior to such
Admission;
- receipt of the conditional acceptance of the TSX of the UK
Placing in accordance with Part VI of the TSX Company Manual
subject to the fulfilment of certain requirements of the TSX;
- the obligations of Shore Capital and Canaccord not having been
terminated pursuant to the Placing Agreement and the Placing
Agreement otherwise becoming unconditional; and
- Admission occurring not later than 8.00
a.m. (London time) on or
around November 12, 2020 or such
later time as Shore Capital and Canaccord may agree in writing with
the Company (or such later date as the Company, Shore Capital and
Canaccord may agree, in any event being no later than the Long Stop
Date).
The UK Placing is not conditional on the Canadian Placing
completing.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or to the
extent permitted under the Placing Agreement, waived by Shore
Capital and Canaccord) by the relevant time or date specified in
the Placing Agreement (or such later time or date as Shore Capital
and Canaccord may notify to the Company), or (b) the Placing
Agreement is terminated in the circumstances specified below, the
UK Placing will not proceed and each UK Placees rights and
obligations hereunder shall cease and terminate at such time and
each UK Placee agrees that no claim may be made by or on behalf of
a UK Placee (or any person on whose behalf the UK Placee is
acting) in respect thereof. Neither Shore Capital, Canaccord, the
Company nor any of their respective Affiliates shall have any
liability to any UK Placee (or to any other person whether acting
on behalf of a UK Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the
Placing Agreement or in respect of the UK Placing generally. UK
Placees will have no rights against Shore Capital, Canaccord, the
Company or any of their respective members, directors or employees
under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended) or otherwise.
Shore Capital and Canaccord may waive compliance by the Company
with certain of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver
will not affect UK Placees' commitments as set out in this
Announcement.
By participating in the UK Placing, each UK Placee agrees that
its rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the UK Placee.
No commissions will be paid to UK Placees or by UK Placees in
respect of any Placing Shares.
Right to terminate under the Placing Agreement
Shore Capital and Canaccord may, at any time before Admission,
terminate their obligations under the Placing Agreement by giving
notice to the Company in certain circumstances, including if they
become aware that, inter alia:
- any of the warranties in the Placing Agreement was untrue,
inaccurate or misleading, in each case, when given on the date of
the Placing Agreement and/or that any of the warranties has ceased
or is likely at Admission to be untrue, inaccurate or
misleading;
- any statement contained in this Announcement, or certain of the
other documents delivered in relation to the Placing, is or has
become untrue, incorrect or misleading in each case in any
respect;
- the Company has failed in any material respect to comply with
its obligations under the Placing Agreement, MAR, FSMA, the AIM
Rules, or the AIM Mining, Oil & Gas Companies Note in respect
of the Placing or Admission and which is material in the context
of the Placing and/or Admission;
- a material adverse change in the financial position or
prospects of the Group (taken as a whole) has occurred or appears
likely to occur; or
- any one of a number of force majeure events
specified in the Placing Agreement occurs,
and such events would in the reasonable opinion of Shore Capital
and Canaccord be likely to materially prejudice the outcome of the
UK Placing, and that it is, as a result of such matter,
inappropriate to proceed with the UK Placing.
By participating in the Placing, each UK Placee agrees with
Shore Capital and Canaccord that the exercise by Shore Capital and
Canaccord of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of Shore Capital and Canaccord and that Shore Capital
and Canaccord need not make any reference to the UK Placees in this
regard and that, to the fullest extent permitted by law, neither
Shore Capital nor Canaccord shall have any liability whatsoever to
the UK Placees in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United
Kingdom or any equivalent document in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the
Financial Conduct Authority or the London Stock Exchange in
relation to the UK Placing and no such offering document, admission
document or prospectus is required to be published and commitments
made by UK Placees will be made solely on the basis of the
information contained in this Announcement and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service ("Publicly Available
Information") (save that in the case of Publicly Available
Information, a UK Placees right to rely on that information is
limited to the right that such UK Placee would have as a matter of
law in the absence of this paragraph). Each UK Placee, by accepting
a participation in the UK Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms to Shore Capital, Canaccord and the Company that it has
neither received nor relied on any other information (other than
the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Company or Shore Capital or
Canaccord (other than the amount of the relevant UK Placing
participation in the oral confirmation given to UK Placees and the
trade confirmation referred to below), any of their Affiliates or
any persons acting on their behalf and none of Shore Capital,
Canaccord or the Company nor any of their Affiliates nor any
persons acting on their behalf will be liable for the decision of
any UK Placee to participate in the UK Placing based on any other
information, representation, warranty or statement which the UK
Placee may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons), and if given or
made, such information, representation, warranty or statement must
not be relied upon as having been authorised by Shore Capital,
Canaccord, the Company or their respective officers, directors,
employees or agents.
By participating in the UK Placing, each UK Placee acknowledges
to and agrees with Shore Capital and Canaccord for themselves and
as agents for the Company that, except in relation to the
information contained in this Announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the UK Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation. None of the Company, Shore Capital or
Canaccord are making any undertaking or warranty to any UK
Placee regarding the legality of an investment in the Placing
Shares by such UK Placee under any legal, investment or similar
laws or regulations. Each UK Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each UK Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing
Shares.
Registration and Settlement
UK Placees will receive their Placing Shares (ISIN:
CA89156L1085) following Admission within the system administered by
Euroclear UK & Ireland
("CREST"), subject to certain exceptions. Shore Capital and/or
Canaccord reserve the right to require settlement for and delivery
of the Placing Shares to UK Placees by such other means that they
deem necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the UK Placees jurisdiction. Each UK Placee will be
deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed as directed by Shore Capital or
Canaccord in accordance with the standing CREST settlement
instructions which they have in place with Shore Capital or
Canaccord.
In order to enable UK Placees to settle their securities through
CREST, Touchstone has appointed Computershare Investor Services PLC
to act as a depositary (the "Depositary") to hold the Common Shares
and issue dematerialised depositary interests representing the
underlying Common Shares ("Depositary Interests"). The Depositary
will hold the Common Shares on trust for the relevant shareholders
and this trust relationship is documented in a deed poll executed
by the Depositary prior to Admission on 5
June 2017 (the "Deed Poll"). The Deed Poll set(s) out the
procedure for holders of Depositary Interests to vote at general
meetings of Touchstone and to exercise other procedural shareholder
rights, which will be transferred to the Depositary with the Common
Shares.
The Depositary Interests will be independent English securities
and will be held on a register maintained by the Depositary. The
Depositary Interests will have the same security code and ISIN
number as the underlying Common Shares which they represent and
will not require a separate admission to AIM.
Each UK Placee allocated Placing Shares in the UK Placing will
be sent a trade confirmation stating the number of Placing Shares
allocated to it, the Placing Price, the aggregate amount owed by
such Placee to Shore Capital or Canaccord and settlement
instructions.
Interest is chargeable daily on payments not received from UK
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each UK Placee is deemed to agree that if it does not comply
with these payment obligations: (i) the Company may release itself
(if it decides in its absolute discretion to do so) and will be
released from all obligations it may have to issue any such Placing
Shares to such UK Placee or at its direction which are then
unissued; (ii) the Company may exercise all rights of lien,
forfeiture and set-off over and in respect of any such Placing
Shares to the fullest extent permitted under its articles of
incorporation or otherwise by law and to the extent that such UK
Placee then has any interest in or rights in respect of any
such Placing Shares; (iii) the Company, Shore Capital or Canaccord
may sell (and each of them is irrevocably authorised by such UK
Placee to do so) all or any of such Placing Shares on such UK
Placees behalf and then retain from the proceeds, for the
account and benefit of the Company or, where applicable, Shore
Capital and/or Canaccord: (a) any amount up to the total amount due
to it as, or in respect of, subscription monies, or as interest on
such monies, for any Placing Shares; (b) any amount required to
cover any stamp duty or stamp duty reserve tax (together with any
interest or penalties) arising on the sale of such Placing Shares
on such UK Placees behalf; and (c) any amount required to
cover dealing costs and/or commissions necessarily or reasonably
incurred by it in respect of such sale; and (iv) such UK Placee
shall remain liable to the Company and to Shore Capital and/or
Canaccord (as applicable) for the full amount of any losses and of
any costs which it may suffer or incur as a result of it: (a) not
receiving payment in full for such Placing Shares by the required
time; and/or (b) the sale of any such Placing Shares to any other
person at whatever price and on whatever terms are actually
obtained for such sale by or for it. By communicating a bid for
Placing Shares, each UK Placee confers on Shore Capital, Canaccord
and the Company such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
Shore Capital, Canaccord and/or the Company lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant UK Placee until it
has fully complied with its obligations hereunder
If Placing Shares are to be delivered to a custodian or
settlement agent, the UK Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the UK
Placees name or that of its nominee or in the name of any
person for whom the UK Placee is contracting as agent or that of a
nominee for such person, such Placing Shares will, subject as
provided below, be so registered free from any liability to stamp
duty or stamp duty reserve tax. If there are any circumstances in
which any other stamp duty or stamp duty reserve tax is payable in
respect of the issue of the Placing Shares, none of Shore Capital,
Canaccord or the Company shall be responsible for the payment
thereof. UK Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Resale Restrictions
The certificates representing the Placing Shares or the
ownership statement issued under a direct registration system or
other electronic book-entry system shall bear a restrictive legend
in the following form (and with the necessary information inserted)
in accordance with applicable Canadian securities laws and the
policies of the TSX indicating that the resale of such securities
is restricted:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE MARCH 13,
2021."
"The securities represented by this certificate are listed on
the Toronto Stock Exchange (the "TSX"); however, the said
securities cannot be traded through the facilities of TSX since
they are not freely transferable, and consequently any certificate
representing such securities is not "good delivery" in settlement
of transactions on TSX."
Representations and Warranties
By participating in the UK Placing, each UK Placee (and any
person acting on such UK Placees behalf):
- represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the UK Placing will be
governed by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings as referred to and
included in this Announcement (including this Appendix) and
undertakes not to redistribute or duplicate this
Announcement;
- acknowledges that no prospectus, admission document or offering
document has been or will be prepared in connection with the UK
Placing and that it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the UK Placing or the Placing Shares;
- agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Shore Capital, Canaccord their respective
Affiliates and any person acting on their behalf from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the UK Placing;
- acknowledges that the Placing Shares will be admitted to
trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules for Companies, which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account and the Company's announcements
and circulars published in the past 12 months and the Company's
admission document (collectively, the "Exchange Information"), and
that it is able to obtain or access such information without undue
difficulty and has read and understood the Exchange
Information;
- acknowledges that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it
in any circumstances;
- agrees that it has no rights against Shore Capital, Canaccord
or the Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
- acknowledges that neither Shore Capital nor Canaccord nor any
of their Affiliates nor any person acting on their behalf has
provided, and will not provide it with, any material or information
regarding the Placing Shares or the Company; nor has it requested
that Shore Capital, Canaccord or any of their Affiliates or any
person acting on their behalf to provide it with any such material
or information;
- acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Shore Capital nor Canaccord nor any of their Affiliates nor any
person acting on their behalf will be responsible for or shall have
any liability for any information, representation or statement
relating to the Company contained in this Announcement or any
information previously published by or on behalf of the Company and
neither Shore Capital nor Canaccord any of their Affiliates nor any
person acting on their behalf will be liable for any UK Placees
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
- represents, warrants and agrees that the only information on
which it is entitled to rely and on which such UK Placee has relied
in committing to subscribe for the Placing Shares is the
information contained in this Announcement and any Exchange
Information and any Publicly Available Information (save that in
the case of Exchange Information and Publicly Available
Information, a UK Placees right to rely on that information is
limited to the right that such UK Placee would have as a matter of
law in the absence of this paragraph), such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has made its own assessment of,
and has not relied on any other information given, or
representation or statement made at any time, by any person
concerning the Company, the Placing Shares or the Placing. It
agrees that none of the Company, Shore Capital or Canaccord, nor
any of their respective officers, agents, employees or affiliates
will have any liability for any other information or
representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information or
representation and has relied on its own investigation with respect
to, the Placing Shares, the UK Placing and the Company in
connection with its decision to subscribe for the Placing
Shares;
- acknowledges that it is not relying on any investigation that
Shore Capital, Canaccord or any of their Affiliates or any person
acting on their behalf may have conducted with respect to the
Placing Shares or the Company and no person is authorised in
connection with the UK Placing to give any information or make any
representation to it, express or implied, with respect thereto
other than as contained in this Announcement and, if given or made,
any information or representation must not be relied upon as having
been authorised by Shore Capital, Canaccord or the Company;
- represents and warrants that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further represents and warrants that it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain, a complete loss in connection with
the UK Placing. It also represents and warrants that it has had
sufficient time to consider and has conducted its own investigation
with respect to the offer and subscription for the Placing Shares,
including the tax, legal and other economic considerations and has
relied upon its own examination and due diligence of the Company
and its affiliates taken as a whole, and the terms of the UK
Placing, including the merits and risks involved;
- represents and warrants that it has neither received nor relied
on any confidential price sensitive information concerning the
Company in making its investment decision to participate in the UK
Placing and is not purchasing the Placing Shares on the basis of
material non-public information or inside information (as defined
under the Market Abuse Regulation (EU 596/2014) ("MAR");
- agrees that these terms and conditions represent the whole and
only agreement between it, Shore Capital, Canaccord and the Company
in relation to its participation in the UK Placing and supersedes
any previous agreement between any of such parties in relation to
such participation. Accordingly, each UK Placee, in accepting its
participation in the UK Placing, acknowledges that it has not
relied on any information relating to the Company, other than as
contained in this Announcement, the Exchange Information and
Publicly Available Information (save that in the case of Exchange
Information and Publicly Available Information, a UK Placees right
to rely on that information is limited to the right that such UK
Placee would have as a matter of law in the absence of this
paragraph), including that which is contained in any research
reports prepared by Shore Capital, Canaccord, any of their
Affiliates or any person acting on their behalf and understands
that (i) neither Shore Capital nor Canaccord, nor any of their
Affiliates nor any person acting on their behalf has or shall have
any liability for public information or any representation; (ii)
neither Shore Capital nor Canaccord nor the Company, nor any of
their Affiliates, nor any person acting on their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such UK Placee, whether at the
date of publication, the date of this Announcement or otherwise;
and that (iii) none of Shore Capital, Canaccord or the Company, nor
any of their Affiliates, nor any person acting on their behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
- represents and warrants that (i) it is entitled to acquire the
Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity and authority, and is entitled, to
commit to participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations,
and to make the representations and agreements contained on this
Appendix; (iv) it has paid any issue, transfer or other taxes due
in connection with its participation in the UK Placing in any
territory; and (v) it has not taken any action which will or may
result in the Company, Shore Capital, Canaccord, any of their
respective Affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the UK Placing;
- represents and warrants that it understands that: (i) the
Placing Shares have not been and will not be registered under the
US Securities Act or with any state or other jurisdiction of
the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United
States or any other United
States regulatory authority; and (ii) it will not offer,
sell or deliver, directly or indirectly, any Placing Shares in or
into the United States other than
pursuant to an effective registration under the US Securities Act
or in a transaction exempt from, or not subject to, the
registration requirements thereunder and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States and may only be
acquired in "offshore transactions" as defined in and pursuant to
Regulation S under the US Securities Act or in transactions exempt
from or not subject to the registration requirements of the US
Securities Act;
- represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S under the US Securities
Act;
- represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United States except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act;
- represents and warrants that it will observe the resale
restrictions set out in further detail in the section entitled
'Resale Restrictions' above in this Appendix;
- represents and warrants that it is subscribing for the Placing
Shares for investment purposes, and not with a view to offer,
resell, or distribute within the meaning of US securities
law;
- represents and warrants that it understands that the Company is
relying on an exemption from the requirements to provide it with a
prospectus and to sell the Placing Shares through a person or
company registered to sell securities under the Securities Act, RSA
2000. C S-4 (the "Alberta Securities Act") and, as a consequence of
acquiring Placing Shares pursuant to this exemption, certain
protections, rights and remedies provided under the Alberta
Securities Act, including statutory rights of rescission or
damages, will not be available to it;
- represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(2) of the
Prospectus Regulation, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area and the
United Kingdom, other than to
"qualified investors" as defined in Article 2(e) of the Prospectus
Regulation, or in circumstances in which the prior consent of Shore
Capital and Canaccord has been given to the offer or
resale;
- represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in the
United Kingdom or any member state
of the European Economic Area except in circumstances falling
within Article 1(4) of the Prospectus Regulation which do not
result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Regulation;
- represents and warrants that it has only communicated or caused
to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA and it acknowledges and agrees that
this Announcement has not been approved by either Shore Capital or
Canaccord in their capacities as authorised persons under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
- represents and warrants that it is aware of and has complied
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from,
or otherwise involving the United Kingdom;
- represents and warrants that it is aware of and has complied
with its obligations in connection with money laundering and
terrorist financing under the Criminal Justice Act 1993, MAR, the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006, the Anti-terrorism Crime and Security Act
2001, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if it is making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
- if in the United Kingdom,
represents and warrants that it is a person falling within (a)
Article 19(5) of the Order or (b) a person falling within Article
49(2)(a) to (d) of the Order and undertakes that it will acquire,
hold, manage and dispose of any Placing Shares that are allocated
to it for the purposes of its business;
- if in the United Kingdom,
represents and warrants that it is a qualified investor as defined
in Article 2(e) of the Prospectus Regulation, acting as principal
or in circumstances to which section 86(2) of FSMA
applies;
- represents and warrants that its participation in the Placing
is not being made pursuant to an agreement or understanding
(whether formal or informal) with another person or persons or to
obtain or consolidate control of the Company (as further defined in
the City Code on Takeovers and Mergers);
- undertakes that it (and any person acting on its behalf) will
pay for the Placing Shares acquired by it in accordance with this
Announcement on the due time and date set out in this Announcement
or any trade confirmation issued pursuant to this Announcement
against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other UK Placees or
sold as Shore Capital, Canaccord or the Company may, in their
absolute discretion, determine and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
costs, commissions, stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
such UK Placees Placing Shares on its behalf;
- if it has received any confidential price sensitive information
about the Company in advance of the UK Placing (including inside
information as defined under MAR), it warrants that it has received
such information within the marketing soundings regime provided for
in article 11 of MAR and associated delegated regulations and has
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
- acknowledges that none of Shore Capital, Canaccord nor the
Company, nor any of their Affiliates nor any person acting on their
behalf is making any recommendations to it or advising it regarding
the suitability or merits of any transaction it may enter into in
connection with the Placing, and acknowledges that none of Shore
Capital, Canaccord nor the Company, nor any of their Affiliates nor
any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the UK
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Shore Capital's,
Canaccord's or the Company's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any
termination right contained therein;
- undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the UK
Placee or (b) the UK Placees nominee, as the case may be, (ii) none
of Shore Capital, Canaccord nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement and (iii) the UK Placee
and any person acting on its behalf agrees to acquire the Placing
Shares on the basis that the Placing Shares will be issued to the
CREST stock account of Shore Capital or Canaccord which will hold
them as settlement agent as nominee for the UK Placee until
settlement in accordance with its standing settlement instructions
with payment for the Placing Shares being made simultaneously upon
receipt of the Placing Shares in the UK Placees stock account on a
delivery versus payment basis;
- acknowledges that any agreements entered into by it pursuant to
these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
- acknowledges that it irrevocably appoints any director of Shore
Capital or Canaccord as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the UK
Placing;
- represents and warrants that (unless otherwise agreed with
Shore Capital and Canaccord) it is not, and any person who it is
acting on behalf of is not, and at the time the Placing Shares are
subscribed will not be, a resident of any Restricted
Jurisdiction and acknowledges and agrees that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, the Placing Shares may not be offered, sold, taken up,
renounced, delivered or transferred, directly or indirectly, within
any Restricted Jurisdiction;
- represents and warrants that any person who confirms to Shore
Capital or Canaccord on behalf of a UK Placee an agreement to
subscribe for Placing Shares and/or who authorises Shore Capital
and Canaccord to notify the UK Placees name to the Company's
registrar, has authority to do so on behalf of the UK Placee ;
- acknowledges that the agreement to settle each UK Placees
allocation of Placing Shares (and/or the allocation of a person for
whom it is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which none of the Company, Shore Capital nor Canaccord
will be responsible. If this is the case, the UK Placee should take
its own advice and notify Shore Capital or Canaccord
accordingly;
- represents and warrants that it, or the person specified by it
for registration as a holder of the Placing Shares, will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto), if
any, payable on acquisition of any of the Placing Shares or the
agreement to subscribe for the Placing Shares and acknowledges and
agrees that none of Shore Capital, Canaccord, the Company, any of
their respective Affiliates or any person acting on behalf of them
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each UK Placee and any person acting on behalf of such UK Placee
agrees to participate in the UK Placing, and agrees to indemnify
the Company, Shore Capital and Canaccord on an after tax basis in
respect of the same, on the basis that the Placing Shares will be
allotted to the CREST stock account of Shore Capital or Canaccord
who will hold them as nominee on behalf of such UK Placee until
settlement in accordance with its standing settlement
instructions;
- represents and warrants that it will not make any offer to the
public of those Placing Shares to be subscribed for and/or
purchased by it for the purposes of the Prospectus Regulation Rules
made by the FCA pursuant to Prospectus Regulation Rules Instrument
2019 (FCA 2019/80);
- represents and warrants it will not distribute any document
relating to the Placing Shares and it will be acquiring the Placing
Shares for its own account as principal or for a discretionary
account or accounts (as to which it has the authority to make the
statements set out herein) for investment purposes only and it does
not have any contract, understanding or arrangement with any person
to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save
that if it is a private client stockbroker or fund manager it
confirms that in purchasing the Placing Shares it is acting under
the terms of one or more discretionary mandates granted to it by
private clients and it is not acting on an execution only basis or
under specific instructions to purchase the Placing Shares for the
account of any third party;
- acknowledges that the Placing Shares will be issued
subject to the terms and conditions set out in this Announcement
(including this Appendix);
- acknowledges that when a UK Placee or any person acting on
behalf of the UK Placee is dealing with Shore Capital or Canaccord,
any money held in an account with Shore Capital or Canaccord on
behalf of the UK Placee and/or any person acting on behalf of the
UK Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA. The UK
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Shore Capital's nor
Canaccord's money in accordance with the client money rules and
will be used by Shore Capital and Canaccord in the course of their
businesses; and the UK Placee will rank only as a general creditor
of Shore Capital or Canaccord (as the case may be);
- acknowledges and understands that the Company, Shore Capital,
Canaccord and others will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, undertakings and
acknowledgements;
- acknowledges that no prospectus, admission document or other
offering document has been or will be prepared in connection with
the UK Placing and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the UK Placing or the Placing Shares;
- acknowledges that time is of the essence as regard its
obligations in respect of its participation in the UK Placing under
these terms and conditions;
- acknowledges that the basis of allocation will be determined by
Shore Capital and Canaccord at their absolute discretion in
consultation with the Company. The right is reserved to reject in
whole or in part and/or scale back any participation in the UK
Placing;
- irrevocably authorises the Company, Shore Capital and Canaccord
to produce this Announcement pursuant to, in connection with, or as
maybe required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth in this Announcement; and
- acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that UK Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Company's conduct of the UK Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company,
Shore Capital and Canaccord (for their own benefit and, where
relevant, the benefit of their respective Affiliates and any person
acting on their behalf) and are irrevocable. The provisions of this
Appendix may be waived, varied or modified as regards specific UK
Placees or on a general basis by Shore Capital, Canaccord
and/or the Company.
No claim shall be made against the Company, Shore Capital,
Canaccord or any of their respective Affiliates or any other person
acting on behalf of any of such persons by a UK Placee to recover
any damage, cost, charge or expense which it may suffer or incur by
reason of or arising from the carrying out by it of the work to be
done by it pursuant to this Announcement or the performance of its
obligations pursuant to this Announcement or otherwise in
connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a UK Placee
who holds those shares beneficially (and not as agent or nominee
for any other person) within the CREST system and registered in the
name of such UK Placee or such UK Placees nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Shore Capital nor
Canaccord will be responsible and the UK Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless the Company,
Shore Capital and Canaccord in the event that the Company or Shore
Capital incurs any such liability to stamp duty or stamp duty
reserve tax.
In addition, UK Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Shore Capital or Canaccord will notify the UK Placees
and any person acting on behalf of the UK Placees of any such
changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company. Each UK Placee, and any person
acting on behalf of the UK Placee, acknowledges that neither Shore
Capital nor Canaccord owe any fiduciary or other duties to any UK
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement. Each UK Placee and any
person acting on behalf of the UK Placee acknowledges and agrees
that Shore Capital or Canaccord, or any of their Affiliates may, at
their absolute discretion, agree to become a UK Placee in respect
of some or all of the Placing Shares.
The rights and remedies of Shore Capital, Canaccord and the
Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise or partial exercise of
one will not prevent the exercise of others.
Each UK Placee may be asked to disclose in writing or orally to
Shore Capital or Canaccord:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
SOURCE Touchstone Exploration Inc.