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RNS Number : 8085I
Touchstone Exploration Inc.
06 December 2022
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 AS IT
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("MAR"). 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.
TOUCHSTONE RAISES APPROXIMATELY US$13 MILLION IN CONNECTION WITH
UK AND CANADIAN FUNDRAISING
CALGARY, ALBERTA (December 6, 2022) - Touchstone Exploration
Inc. ("Touchstone" or the " Company") (TSX, LSE: TXP) announces
that further to the Company's announcements dated December 5, 2022
and December 6, 2022 regarding the private placement in Canada (the
"Canadian Private Placement") and the proposed placing in the
United Kingdom (the "UK Placing") (together the "Fundraise"),
Touchstone has raised aggregate gross proceeds of approximately
US$13 million (approximately GBP11 million and C$ 18 million)
through the placing of a total of 19,924,400 new Company common
shares of no par value (the "Fundraise Shares"), at a price of 54.5
pence per Fundraise Share (C$0.90 per Fundraise Share in respect of
the Canadian Private Placement) (the "Placing Price").
Of the aggregate common shares to be issued pursuant to the
Fundraise, the Company has placed 8,704,400 new common shares with
investors in Canada at the Placing Price, raising gross proceeds of
approximately US$5.8 million (approximately GBP4.8 million and
C$7.8 million), and 11,220,000 new common shares with institutional
investors in the United Kingdom (the "UK Placing Shares") , at the
Placing Price, raising gross proceeds of approximately US$7.5
million (approximately GBP6.1 million and C$10.1 million).
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together, "Shore Capital") and Canaccord
Genuity Limited ("Canaccord") acted as Joint Bookrunners in
connection with the UK Placing.
Paul R. Baay, President and Chief Executive Officer,
commented:
"I am pleased to confirm the completion of our fundraising, with
strong support from both existing and new shareholders. The
Fundraise allows us to accelerate our exploration and development
program on the Ortoire block, which has yielded excellent results
to date. With Coho having recently been brought onto production and
facility construction at Cascadura underway, we are making
substantial progress towards becoming an energy production company
of significant scale, with a range of additional exploration
prospects. The Fundraise allows us to accelerate certain aspects of
our exploration and development strategy while we focus resources
on bringing Cascadura onto production. I look forward to updating
shareholders on our progress."
Listing and Voting Rights
Application will be made for the Fundraise Shares, which will
rank pari passu with the Company's existing issued share capital,
to be admitted to trading on AIM ( " Admission") and the Toronto
Stock Exchange . Subject to the conditions to the UK Placing set
out in the Company's announcement earlier today, December 6, 2022
the Fundraise Shares are expected to be issued and admitted to
trading on AIM on December 14, 2022.
The Fundraise Shares will represent approximately 8.5 percent of
the total issued share capital in the Company on Admission.
The UK Placing Shares will be subject to a four-month and one
day restricted hold period which will prevent such UK 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. The UK Placing Shares will
otherwise be freely transferable.
Immediately following Admission of the Fundraise Shares, the
Company's issued share capital will consist of 233,037,226 common
shares. The Company does not hold any common shares in treasury.
This figure may be used by shareholders to determine if they are
required to notify their interest in, or a change to their interest
in, the Company.
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".
For further information about Touchstone, please visit our
website at www.touchstoneexploration.com or contact:
Touchstone Exploration Inc.
Mr. Paul Baay, President and Chief Executive Officer Tel: +1
(403) 750-4487
Mr. Scott Budau, Chief Financial Officer
Shore Capital (Nominated Advisor and Joint Broker)
Daniel Bush / Toby Gibbs / Iain Sexton Tel: +44 (0) 207 408
4090
Canaccord (Joint Broker)
Adam James / Gordon Hamilton Tel: +44 (0) 207 523 8000
Camarco (Financial PR)
Billy Clegg / Emily Hall / Lily Pettifar Tel: +44 (0) 203 781
8330
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
US$1.22 and Canadian dollars at a rate of 1.00 to C$1.65.
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 Fundraise, 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 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, 2021 Annual Information Form dated March 25, 2022 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 nor intent 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 Investors
Members of the public are not eligible to take part in the UK
Placing. This announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons whose ordinary activities involve them acquiring, holding,
managing and disposing of investments (as principal or agent) for
the purposes of their business and who have professional experience
in matters relating to investments and are: (A) if in a member
state of the European Economic Area (the "EEA"), persons who are
qualified investors ("Qualified Investors"), being persons falling
within the meaning of Article 2(e) of the Prospectus Regulation
(EU) 2017/1129; ("EU Prospectus Regulation") or (B) if in the
United Kingdom, qualified investors as defined under Article 2(e)
of the UK version of the Prospectus Regulation (EU) 2017/1129,
which forms part of the domestic law by virtue of European Union
(Withdrawal) Act 2018, as amended, ("UK Prospectus Regulation") who
are also (i) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net
worth companies, unincorporated associations and other
persons falling within Article 49(2)(a) to (d) of the Order; or
(C) persons to whom it may otherwise by lawfully communicated (all
such persons referred to in (A), (B) and (C) above together being
referred to as "Relevant Persons"). No prospectus, offering
document or admission document will be made available in connection
with the matters contained in this announcement.
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.
This announcement 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 in which it is unlawful to do
so.
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 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 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 all offers of the UK Placing
Shares will be made pursuant to an exemption under the EU
Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. Persons needing advice should
consult an independent financial adviser.
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
UK Placing Shares or possession or distribution of this
announcement or any other publicity material relating to such UK
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 UK 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 UK 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 UK Placing or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United States.
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete and shall not constitute an offer to sell or
issue or the solicitation of an offer to buy, subscribe for or
otherwise acquire securities in any jurisdiction in which any such
offer or solicitation would be unlawful. Any failure to comply with
this restriction may constitute a violation of the securities laws
of such jurisdictions.
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
UK 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.
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 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 SCC or for advising any other
person in respect of the UK Placing.
Shore Capital Stockbrokers Limited ("SCS") has been appointed as
broker 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 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.
By participating in the bookbuild and the UK Placing, 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 UK
Placing Shares will be deemed to have read and understood this
announcement in its entirety, to be participating, making an offer
and acquiring UK Placing Shares on the terms and conditions
contained in the Appendix to the December 6, 2022 announcement and
to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix to the
December 6, 2022 announcement.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the UK Placing.
The price of the UK Placing 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 UK Placing 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 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 - UK Product Governance
Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the UK Placing Shares have
been subject to a product approval process, which has determined
that the UK Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, as respectively
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the UK Placing Shares may decline
and investors could lose all or part of their investment; the UK
Placing Shares offer no guaranteed income and no capital
protection; and an investment in the UK 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 any
contractual, legal or regulatory selling restrictions in relation
to the UK Placing. Furthermore, it is noted that, in relation to
the UK Placing, notwithstanding the Target Market Assessment, Shore
Capital and Canaccord will only 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 Chapters 9A or 10A respectively of COBS; 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 UK Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the UK Placing Shares and
determining appropriate distribution channels.
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END
IOEFLFVRFALRIIF
(END) Dow Jones Newswires
December 06, 2022 11:40 ET (16:40 GMT)
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