REG - Touchstone Explrtn. - ACQUISITION UPDATE

Touchstone ExplorationAnnouncement

Tue 07:00

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RNS Number : 5166G  Touchstone Exploration Inc.  29 April 2025

 

ACQUISITION UPDATE

 

CALGARY, ALBERTA (April 29, 2025) - Touchstone Exploration Inc. ("Touchstone",
"we", "our" or the "Company") (TSX, LSE: TXP) provides an update regarding the
previously announced transaction to acquire the entire share capital of Shell
Trinidad Central Block Limited ("STCBL").

 

As previously announced, on December 12, 2024, the Company's wholly owned
Trinidadian subsidiary signed a Share Purchase Agreement (the "Agreement") to
acquire 100 percent of STCBL from a third party (the "Acquisition"). STCBL
holds a 65 percent operating working interest in the onshore Central block
exploration and production licence, as well as four producing gas wells and a
gas processing plant in Trinidad, with state owned Heritage Petroleum Company
Limited holding the remaining 35 percent working interest. Under the terms of
the Agreement, Touchstone will pay $23 million in cash plus closing cash and
abandonment fund balances, and the Acquisition will be deemed effective as of
January 1, 2025.

 

The parties have amended the Agreement to extend the long-stop date to May 12,
2025. Under the Agreement, the parties have until this date to satisfy or
waive the conditions precedent, as applicable. Completion will occur on a
mutually agreed date following the satisfaction of all conditions, which the
Company expects to take place in the second quarter of 2025. All customary
regulatory approvals have been received, and Touchstone has made significant
progress with its current lender regarding the financing of the Acquisition.

 

For further information regarding the Acquisition and related advisories
thereto, refer to the Company's announcement dated December 13, 2024 entitled
"Touchstone Exploration Announces the Acquisition of Central Block " which is
available under our profile on SEDAR+ (www.sedarplus.ca
(http://www.sedarplus.ca) ) and on our website (www.touchstoneexploration.com
(http://www.touchstoneexploration.com) ).

 

No assurances can be given that the Acquisition will ultimately be completed.
Due to confidentiality terms in the agreement, Touchstone is not able to
provide further information to the market on this Acquisition until the
transaction is effectively closed, or terminated, as the case may be.

 

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
(https://url.avanan.click/v2/___http:/www.touchstoneexploration.com/___.YXAxZTpzaG9yZWNhcDphOm86NzY3MDI3ZGJhNjJkMTBmN2M5YjgzOTJiZGY5NzNkZDg6NjphOTg1OjlmZDcwMWJhZDA2YzEwMDg1MjJhMGQzMzZjNWZjZTVlMzYyMDBhZTlkZDUzNDBlNjQ5OTc0OWEzOWVjOTNmYTI6cDpUOk4)
or contact:

 

Touchstone Exploration Inc.

Paul Baay, President and Chief Executive
Officer                       Tel: +1 (403) 750-4405

Scott Budau, Chief Financial Officer

 

Shore Capital (Nominated Advisor and Joint Broker)

Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 207 408 4090

 

Canaccord Genuity (Joint Broker)

Adam James / Charlie
Hammond
Tel: +44 (0) 207 523 8000

 

FTI Consulting (Financial PR)

Nick Hennis / Ben Brewerton / Lucy Wigney
                               Tel: +44 (0) 203
727 1000

Email: touchstone@fticonsulting.com (mailto:touchstone@fticonsulting.com)

 

Advisories

 

Inside information

 

This announcement contains information that qualified or may have qualified as
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR") as it forms part of UK domestic law by virtue
of the EUWA ("UK MAR"), encompassing information relating to the Company's
updated 2024 guidance. For the purposes of UK MAR and Article 2 of the binding
technical standards published by the Financial Conduct Authority in relation
to MAR as regards Commission Implementing Regulation (EU) 2016/1055, the
person responsible for the release of this announcement is Paul Baay,
President and Chief Executive Officer.

 

Currency

 

Unless otherwise stated, all financial amounts presented herein are stated in
United States dollars.

 

Forward-Looking Statements

 

The information provided in this announcement contains certain 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 "expect", "believe",
"estimate", "potential", "anticipate", "forecast", "pursue", "aim" and similar
expressions, or are events or conditions that "will", "would", "could" or
"should" occur or be achieved. The forward-looking statements contained in
this announcement speak only as of the date hereof and are expressly qualified
by this cautionary statement.

 

Specifically, this announcement includes, but is not limited to,
forward-looking statements relating to the anticipated purchase price,
completion of the Acquisition and the timing thereof and the Company's
expected financing for the Acquisition and ultimate closing thereof. The
Company's actual decisions, activities, results, performance, or achievement
could differ materially from those expressed in, or implied by, such
forward-looking statements and accordingly, no assurances can be given that
any of the events anticipated by the forward-looking statements will transpire
or occur or, if any of them do, what benefits that Touchstone will derive from
them.

 

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 2024
Annual Information Form dated March 19, 2025 which is available online under
the Company's profile on SEDAR+ (www.sedarplus.ca (http://www.sedarplus.ca/) )
and on the Company's website (www.touchstoneexploration.com
(http://www.touchstoneexploration.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 or 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.

 

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