REG - Southern Energy Corp - SCHEDULE 2(G) UPDATE AND NOTICE OF AGM

Southern EnergyAnnouncement

18/05/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230518:nRSR8112Za&default-theme=true

RNS Number : 8112Z  Southern Energy Corp.  18 May 2023

 

SOUTHERN ENERGY CORP. ANNOUNCES

SCHEDULE 2(G) UPDATE AND INFORMATION REGARDING THE ANNUAL MEETING OF
SHAREHOLDERS

 

 

Calgary, Alberta - May 18, 2023 - Southern Energy Corp. ("Southern" or the
"Company") (TSXV:SOU) (AIM:SOUC) (OTCQX:SOUTF) notes, pursuant to AIM Rule 17
and Schedule 2(g) of the AIM Rules for Companies, the announcement released by
Touchstone Exploration Inc. in relation to Paul Baay, a Non-Executive Director
of the Company.

 

The text of the announcement published by Touchstone yesterday is extracted in
full below:

 

"TOUCHSTONE CONFIRMS CEO SETTLEMENT WITH THE ALBERTA SECURITIES COMMISSION

 

CALGARY, ALBERTA (May 17, 2023) - Touchstone Exploration Inc. (TSX, LSE: TXP)
("Touchstone" or the "Company") announces that its President and Chief
Executive Officer, Paul R. Baay, has entered into a Settlement Agreement with
the Alberta Securities Commission (the "ASC") in relation to a breach of
Section 147(4) of the Securities Act (Alberta) (the "Settlement Agreement").

 

Pursuant to the Settlement Agreement, Mr. Baay admits that he, on six
occasions between December 2019 and April 2021, emailed draft Touchstone news
releases to an employee of a regulated Canadian investment dealer firm, who
was a registered dealing representative of Touchstone (the "Registrant"), and,
in such capacity, was responsible for the Company's Employee Share Ownership
Plan (the "ESOP"), prior to such news releases being broadly distributed to
the public. Mr. Baay emailed the draft Touchstone news releases to the
Registrant during the evenings or on the weekends when both the TSX and AIM
markets were closed. The ASC noted that none of the Registrant, nor any
persons with whom the Registrant might share the emails would have been able
to transact in Touchstone securities with knowledge of the information
contained in the releases. On each of the six occasions, Touchstone
distributed the final versions of the news releases to the public before the
TSX and AIM markets opened for regular trading on the next trading day.
However, this conduct was determined by the ASC to be a breach of Section
147(4) of the Securities Act (Alberta), leading to the Settlement Agreement.

 

The Settlement Agreement states that Mr. Baay demonstrated exemplary
cooperation with the ASC in concluding the Settlement Agreement. Mr. Baay has
paid the ASC $40,000 in settlement of the matter and will complete training in
public company governance best practice. The ASC will ordinarily seek market
access bans against directors and officers of public companies that engage in
insider trading or tipping. However, due to the rather unique circumstances of
this case including the early and significant degree of cooperation and
acceptance of responsibility, as well as the absence of demonstrable harm to
the capital market, bans have not been required by the ASC in this case. The
ASC notes in the Settlement Agreement that its investigation did not identify
any instances of trading on the material non public information.

 

Mr. Baay advised that he did not intend for the information contained in the
draft news releases to be acted upon, nor did Mr. Baay obtain any personal
benefit from this conduct. Mr. Baay advised that he was under the mistaken
belief that he was permitted to provide the Registrant with the draft news
releases in the course of business, and that he did so with the view to
benefit from the Registrant's review to ensure that the final press releases
could be properly and fully understood by the public.

 

John Wright, Chairman of the Board of Directors of Touchstone, commented "The
Board takes compliance with regulatory obligations very seriously. After
reviewing Paul's conduct in these events, we are confident that this was a
genuine mistake; there was clearly no intention to gain financially, a view
confirmed by the ASC's own enquiry. We note that Paul co-operated fully with
the regulator and has accepted their findings. The Board regularly reviews
Touchstone's disclosure and governance policies and we continue to make
upgrades and enhancements as evidenced in this situation by the appointment of
a new administrator responsible for the Company's ESOP. We are committed to
ensuring that the strongest governance arrangements are implemented across our
business, in line with best practices."

 

The Settlement Agreement will be available on the ASC's website (www.asc.ca
(https://url.avanan.click/v2/___http:/www.asc.ca___.YXAxZTpzaG9yZWNhcDphOm86MzFiYTc5NjlmNzNlZGFlM2E0MTEyMmVhMWQ4ZjY2N2M6NjpiMjgxOjJhMzAzODlkNjUxMWFkMzkzOWVkN2NhZjE0NGNiODA2MGEyOTlkNjkwYzQ2Y2M2NzJlZjhjYzFlNGNlZjVhYjc6cDpU)
).

 

The above information is disclosed pursuant to Rule 17 and Schedule 2(g) of
the AIM Rules for Companies. This announcement contains inside information for
the purposes of Article 7 of the UK version of the Market Abuse Regulation
(EU) No.596/2014, which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018."

 

Annual Meeting of Shareholders

Southern's Annual Meeting of Shareholders is to be held at the Company's
offices located at Suite 2400, 333 - 7th Avenue S.W., Calgary, Alberta, T2P
2Z1, on Thursday, June 15, 2023 at 10:00 a.m. (Calgary time) and by webcast
via Zoom, formal notice of which is available on the Company's website and on
Sedar at www.sedar.com.

 

For further information, please contact:

 Southern Energy Corp.

 Ian Atkinson (President and CEO)                           +1 587 287 5401

 Calvin Yau (CFO)                                           +1 587 287 5402

 Strand Hanson Limited - Nominated & Financial Adviser      +44 (0) 20 7409 3494

 James Spinney / James Bellman

 Canaccord Genuity - Joint Broker                           +44 (0) 20 7523 8000

 Henry Fitzgerald-O'Connor / James Asensio
 Stifel Nicolaus Europe Limited - Joint Broker              +44 (0) 20 7710 7600

 Callum Stewart / Ashton Clanfield

 Tennyson Securities - Joint Broker                         +44 (0) 20 7186 9033

 Peter Krens / Pav Sanghera

 Camarco                                                    +44 (0) 20 3757 4980

 Owen Roberts / Billy Clegg / Hugo Liddy

 

 

About Southern Energy Corp.

Southern Energy Corp. is a natural gas exploration and production company.
Southern has a primary focus on acquiring and developing conventional natural
gas and light oil resources in the southeast Gulf States of Mississippi,
Louisiana, and East Texas. Our management team has a long and successful
history working together and have created significant shareholder value
through accretive acquisitions, optimization of existing oil and natural gas
fields and the utilization of re-development strategies utilizing horizontal
drilling and multi-staged fracture completion techniques.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCGPUWAAUPWPPM