REG - Touchstone Explrtn. Trinity Exploration - ALL SHARE OFFER

Touchstone ExplorationAnnouncement

04/09/2024 07:00

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RNS Number : 7809C  Touchstone Exploration Inc.  04 September 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

 

4 September 2024

ALL SHARE OFFER

 

for

 

Trinity Exploration & Production Plc ("Trinity")

 

by

 

Touchstone Exploration Inc. ("Touchstone")

 

 

Rule 2.10(c) disclosure

 

 

CALGARY, ALBERTA - In Touchstone's announcement on 5 August 2024, it noted
that it had received a letter of intent from Mr. Andrew Byles in respect of an
aggregate number of 1,000,000 Trinity Shares, representing approximately 2.58
per cent. of Trinity's issued share capital, confirming, inter alia, his
support for the offer announced by Touchstone for Trinity (the "Touchstone
Offer") on 1 May 2024 (the "Letter of Intent"). On 21 August 2024, Touchstone
announced that Mr. Byles had sold 60,000 Trinity Shares. On 23 August 2024,
Touchstone announced that Mr. Byles had sold a further 85,000 Trinity Shares.
On 28 August, Touchstone announced that Mr. Byles had sold a further 210,000
Trinity Shares. On 30 August 2024, Touchstone announced that Mr. Byles had
sold a further 220,331 Trinity Shares.

 

Touchstone has been informed by Mr. Byles that he has sold a further 250,000
Trinity Shares. As a result, the total number of Trinity Shares which are
subject to the Letter of Intent is now 174,669 Trinity Shares, representing
0.45 per cent. of the issued share capital of Trinity (excluding any Trinity
Shares held in treasury) as at the close of business on 3 September 2024
(being the last practicable date prior to this announcement).

 

When taken together with the Irrevocable Undertakings provided by Trinity
Shareholders, the total number of Trinity Shares subject to Irrevocable
Undertakings and the Letter of Intent is 15,258,013 Trinity Shares,
representing approximately 39.32 per cent. of the ordinary share capital of
Trinity in issue on 3 September  2024 (being the latest practicable date
prior to this announcement and excluding any Trinity Shares held in treasury).

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the shareholder circular relating to the Touchstone Offer
which was published by Trinity on 24 May 2024.

 

Enquiries:

 

Touchstone Exploration Inc.

Paul Baay, President and Chief Executive
Officer                       Tel: +1 (403) 750-4487

Scott Budau, Chief Financial Officer

Brian Hollingshead, Vice President Engineering and Business Development

 

Shore Capital (Lead Financial Adviser, Nominated Advisor and Joint Broker)

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

 

Canaccord Genuity (Co-Financial Adviser and Joint Broker)

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

 

Important notices

 

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital") which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
exclusively as lead financial adviser and joint corporate broker for
Touchstone and for no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Touchstone for
providing the protections afforded to clients of Shore Capital, or for
providing advice in relation to the Acquisition or any other matter referred
to herein. Neither Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with this
announcement, any statement contained herein or otherwise.

 

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the UK by the FCA, is acting as co-financial adviser and joint
corporate broker to Touchstone and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone other than
Touchstone for providing the protections afforded to clients of Canaccord
Genuity or for providing advice in relation to contents of this announcement
or any other matters referred to in this announcement. Neither Canaccord
Genuity nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with this announcement, any statement
contained herein or otherwise.

 

Further information

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in relation to the Acquisition or
the Scheme or otherwise, in any jurisdiction in which such offer, invitation
or solicitation is unlawful.

 

This announcement has been prepared for the purpose of complying with the laws
of England and Wales and the Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of England and
Wales.

 

Nothing in this announcement should be relied on for any other purpose.

 

Touchstone urges Trinity Shareholders to read the Touchstone Scheme Document
because it contains important information relating to the Acquisition.

 

This announcement does not constitute a prospectus or prospectus exempted
document.

 

Overseas Shareholders

 

The availability of the Acquisition to Trinity Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Any person outside the United
Kingdom or who are subject to the laws and/regulations of another jurisdiction
should inform themselves of, and should observe, any applicable legal and/or
regulatory requirements.

 

The release, publication or distribution of this announcement in or into or
from jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, such
restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

 

Unless otherwise determined by Touchstone or required by the Code and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form (including, without limitation, facsimile, email or other electronic
transmission, telex or telephone) within any Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement, the Touchstone
Scheme Document and all documents relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
document and all documents relating to the Acquisition (including custodians,
nominees and trustees) must observe these restrictions and must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in that jurisdiction. Doing so may render invalid
any purported vote in respect of the Acquisition.

 

Publication on Website

 

In accordance with Rule 26.1 of the Code a copy of this announcement will be
available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the investor relations section of
Touchstone's website at
https://www.touchstoneexploration.com/trinity-acquisition/
(https://url.avanan.click/v2/___https:/www.touchstoneexploration.com/trinity-acquisition/___.YXAxZTpzaG9yZWNhcDphOm86MDM1NmU3NWMyZGYzNzY2YWU2ZjM2OWQyNDJmYjM2NGY6Njo4NDg3OmJhMTVhMjQ3ZDE0MjY0NGMyMWQ3MzA1ZjU3NzEwODcyMmYwMTEyNmFjNDY5N2UwYWMzNmU5NmIxMDc3YjEzZWU6cDpUOk4)
by no later than 12.00 noon (London time) on the business day immediately
following this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

 

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