REG - Touchstone Explrtn. - Amended loan agreement to support acquisition

Touchstone ExplorationAnnouncement

Tue 07:02

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250513:nRSM4196Ia&default-theme=true

RNS Number : 4196I  Touchstone Exploration Inc.  13 May 2025

TOUCHSTONE EXPLORATION ANNOUNCES AMENDED LOAN AGREEMENT TO SUPPORT PENDING
ACQUISITION

 

CALGARY, ALBERTA (May 13, 2025) - Touchstone Exploration Inc. ("Touchstone" or
the "Company") (TSX, LSE: TXP) announces that its wholly owned Trinidadian
subsidiary, Touchstone Exploration (Trinidad) Ltd. ("TETL"), has entered into
a Fourth Amended and Restated Loan Agreement (the "Amended Loan Agreement")
with its existing Trinidad-based lender.

 

As previously disclosed, on December 12, 2024, TETL entered into a Share
Purchase Agreement (the "SPA") to acquire 100 percent of the share capital of
a Trinidadian company from a third party (the "Acquisition"). Upon closing,
TETL will pay $23 million in cash, in addition to the acquired entity's
December 31, 2024 cash and abandonment fund balances, subject to purchase
price adjustments. The total estimated consideration is approximately $28.5
million. Completion of the Acquisition remains subject to the satisfaction or
waiver of certain outstanding conditions precedent.

 

Touchstone currently has $33.5 million in outstanding debt across its two term
loan facilities and revolving loan facility. On May 12, 2025, TETL executed
the Amended Loan Agreement, which includes the following key terms:

·      a new $30 million six-year non-revolving term loan facility, with
no principal payments due in the first eleven months, followed by twenty-one
equal quarterly repayments;

·      revised financial covenants; and

·      a two-year extension of the maturity date of the existing
revolving loan facility, with optional two-year renewal periods subject to
mutual agreement.

Touchstone intends to draw the full $30 million under the new term facility to
finance the Acquisition and meet obligations under the amended lending
arrangements.

 

In connection with the revised financing arrangement, the parties to the SPA
have agreed to extend the Acquisition's long-stop date to May 16, 2025. The
parties must satisfy or waive all remaining conditions precedent by this date,
with closing to occur on a mutually agreed date thereafter.

 

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
(http://www.touchstoneexploration.com/) or contact:

 

Touchstone Exploration Inc.

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

Scott Budau, Chief Financial Officer

James Shipka, EVP Asset Development and HSE

 

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)

 

Advisory Regarding 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", "intends",
and similar expressions, or are events or conditions that "will", "would",
"may", "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 Company's business plans,
strategies, priorities and development plans; the Company's Acquisition,
including the Company's expectation that the Acquisition will close, the
timing thereof, and the benefits to be derived therefrom; and Touchstone's
current and future financial position, including the sufficiency of resources
to fund future capital expenditures and maintain financial liquidity. 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.

 

For further information regarding the Acquisition and the related advisories
thereto (which are incorporated by reference herein), refer to the Company's
news release dated May 7, 2025 entitled "Touchstone Exploration Announces
Private Placement and an Acquisition Financing Update", which is available
online under Touchstone's profile on SEDAR+ (www.sedarplus.ca
(http://www.sedarplus.ca/) ) and on the Company's website
(www.touchstoneexploration.com (http://www.touchstoneexploration.com/) ).

 

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.

 

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  MSCFIFFEETIVLIE