REG - Touchstone Explrtn. - PRIVATE PLACEMENT AND RETAIL OFFER

Touchstone ExplorationAnnouncement

24/10/2025 07:00

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RNS Number : 7311E  Touchstone Exploration Inc.  24 October 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR") AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED
("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL
NO LONGER CONSTITUTE INSIDE INFORMATION.

 

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 ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. NO SECURITIES OF
THE COMPANY ARE BEING OFFERED TO ANY PERSON RESIDENT IN CANADA OR OTHERWISE
SUBJECT TO THE SECURITIES LAW OF ANY JURISDICTION OF CANADA.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE COMPANY.

 

TOUCHSTONE EXPLORATION ANNOUNCES £6.32 MILLION (US$8.44 MILLION) PRIVATE
PLACEMENT AND RETAIL OFFER OF UP TO £0.68 MILLION (US$0.91 MILLION)

 

CALGARY, ALBERTA (October 24, 2025) - Touchstone Exploration Inc.
("Touchstone" or the "Company") (TSX, LSE: TXP) announces that it has
conditionally raised £6.32 million (approximately US$8.44 million) by way of
a private placement of 57,454,545 new common shares in the Company with no par
value ("Common Shares") to certain new and existing investors (the "Placing")
at a price of 11 pence (approximately C$0.206) per Common Share (the "Placing
Price").

 

The Company is proposing to raise up to an additional £0.68 million before
expenses (approximately US$0.91 million) by way of a retail offer to its
existing shareholders via the Bookbuild Platform (the "Retail Offer") of up to
6,181,818 new Common Shares at the Placing Price (together with the Common
Shares issuable under the Placing, the "Offered Shares"). A separate
announcement will be made regarding the Retail Offer and its terms. For the
avoidance of doubt, the Placing is separate from, and does not form part of,
the Retail Offer.

 

The Company intends to use the net proceeds of the Placing, together with any
funds raised under the Retail Offer, to continue its revised 2025 capital
program and to satisfy the remaining equity raising requirement under the
Company's Fourth Amended and Restated Loan Agreement with Republic Bank
Limited (the "Loan Agreement").

 

Further Details of the Placing

 

Pursuant to the Placing, a new investor, Purebond Limited, and certain
existing investors have agreed to subscribe for 57,454,545 new Common Shares
at the Placing Price, to raise gross proceeds of £6.32 million (approximately
US$8.44 million). The Placing Price represents a 2.2 percent discount to 11.25
pence, which was the closing price of the Common Shares on the AIM market
("AIM") of the London Stock Exchange on October 23, 2025.

 

Purebond Limited is a UK registered entity controlled and managed by the
Kansagra family. A condition of Purebond's participation in the Placing is
that it receives the right to appoint one nominated non-executive director to
the Company's Board of Directors (the "Board") while its interest in the
Company's total issued share capital remains above 15 percent. Accordingly,
the Company has entered into an investor rights agreement with Purebond
Limited which confers the Board appointment right. Subject to completion of
standard regulatory due diligence, Purebond Limited has indicated that it
intends to nominate Bhupendra Kansagra, a director of Purebond Limited, as its
Board nominee. A further announcement will be made in this respect in due
course.

 

Use of Proceeds

 

The net proceeds from the Placing and the Retail Offer are expected to be used
to fund the Company's revised 2025 capital program, as outlined below. The
planned expenditures include drilling one development well on the Company's
Central block and capital investments related to the Cascadura natural gas
facility compression project, which is scheduled for completion in the second
quarter of 2026.

 

Paul R. Baay, President and Chief Executive Officer, commented:

 

"This financing fully satisfies our outstanding obligations under our Loan
Agreement, positioning us to advance our 2025 capital investment program
focused on high-return projects, including drilling on the recently acquired
Central block and the installation of the Cascadura compressor.

 

We are grateful for the continued support of our existing investors and are
pleased to welcome Purebond as a significant new shareholder in Touchstone.
This strategic investment strengthens our financial position and adds valuable
expertise to our Board through the appointment of Mr. Kansagra, a UK-based
director with extensive experience in the resource sector and capital
markets."

 

Admission of the Offered Shares

 

Application has been made for the Offered Shares to be admitted to trading on
the Toronto Stock Exchange ("TSX") and AIM ("Admission"). Subject to the
receipt of required approvals from the TSX and AIM, the Offered Shares are
expected to be issued and admitted to trading at or before 8.00 a.m. (London
time) on October 30, 2025.

 

The Placing is conditional on, among other things, Admission becoming
effective (including final approval for the listing of the Offered Shares on
the TSX) and the placing agreement entered into between the Company and Shore
Capital in connection with the Placing not being terminated in accordance with
its terms. The Common Shares to be issued pursuant to the Placing will, when
issued, represent approximately 18 percent of the total share capital of the
Company on Admission (before the issue of any Common Shares pursuant to the
Retail Offer). Shore Capital acted as broker in connection with the Placing.

 

The Offered Shares will, when issued, rank pari passu in all respects with the
Company's existing issued Common Shares. All Offered Shares being issued by
the Company pursuant to the Placing and the Retail Offer will be freely
transferable; however, any of these Offered Shares that are resold to
residents of Canada (or any person otherwise subject to the securities laws of
any jurisdiction of Canada) will be subject to applicable Canadian securities
laws, which may include restrictions on resale, whether through a Canadian
exchange or otherwise.

 

Update on May 8, 2025 Private Placement

 

On June 30, 2025, Touchstone Exploration Inc. announced that £10,324,500 of
the £15,375,000 gross proceeds had not been received as of the TSX‑approved
closing deadline of June 27, 2025. As a result, the Company closed on
£5,050,500 in gross proceeds and issued 24,636,585 Common Shares.

 

The Company has not received any further proceeds from the May 8, 2025 private
placement to date. Accordingly, the Company believes it is unlikely that it
will receive the outstanding balance of proceeds of £10,324,500 and has
therefore completed the Placing to secure its near-term capital requirements.

 

The Company has reserved all rights in connection with the May 8, 2025 private
placement and, following the completion of the Placing, it has determined that
it will not be pursuing litigation at this time.

 

Updated Guidance

 

On August 14, 2025, the Company announced its revised 2025 operational and
financial guidance (the "Revised Guidance"). Following the incorporation of
the Central block assets and the development activities at Cascadura reported
on September 29, 2025, Touchstone provides the following updates to the
Revised Guidance.

·      Average daily production: Primarily as a result of the
Cascadura-5 well expected to be brought onstream in November 2025 and initial
production from the Cascadura-4ST2X well now anticipated in 2026, the Company
expects 2025 daily average production of 4,700 to 5,300 boe/d. This represents
a decrease of approximately 600 boe/d (11 percent) compared to the 5,600 boe/d
midpoint previously estimated in the Revised Guidance.

·      Funds flow from operations: Updated guidance forecasts funds flow
from operations of approximately $6 million, compared to $11 million in the
Revised Guidance. The change in estimated Cascadura development well online
dates noted above primarily resulted in the $5 million (45 percent) decrease
from the prior estimate.

·      Capital expenditures: Based on the anticipated reduction in funds
flow from operations, the Company has elected to defer the drilling of two
WD-8 crude oil development wells. This results in a $3 million decrease in
capital spending, partially offset by a $1 million increase in Cascadura-4ST2X
costs, for total estimated 2025 capital expenditures of $26 million,
representing a $2 million reduction from the $28 million contemplated in the
Revised Guidance.

·      Net debt: Reflecting the anticipated decrease in funds flow from
operations and the revised capital program, Touchstone expects to exit 2025
with net debt of approximately $65 million, representing an increase of $1
million (2 percent) from the $64 million disclosed in the Revised Guidance.

For further details regarding the Company's Revised Guidance and the related
advisories (which are incorporated by reference herein), please refer to the
Company's news release dated August 14, 2025 titled "Touchstone Exploration
Announces Second Quarter 2025 Results", available on the Company's profile on
www.sedarplus.ca (http://www.sedarplus.ca) and on its website at
www.touchstoneexploration.com (http://www.touchstoneexploration.com) .

 

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
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

 

Shore Capital (Nominated Advisor and Joint Broker)

Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 20 7408 4090

 

Canaccord Genuity (Joint Broker)

Adam James / Charlie
Hammond
Tel: +44 (0) 20 7523 8000

 

FTI Consulting (Financial PR)

Nick Hennis / Ben
Brewerton
                        Tel: +44 (0) 20 3727 1000

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

 

Advisories

 

Currency

 

Unless otherwise stated, all financial amounts referenced herein are expressed
in British pounds sterling ("£"). For reference purposes only, one British
pound has been translated into United States dollars ("US$") at a rate of
£1.00 = US$1.40, and one British pound has been translated into Canadian
dollars ("C$") at a rate of £1.00 = C$1.87.

 

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, intentions, forecasts, estimates, expectations
and objectives 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 words such as "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.

 

In particular, this announcement includes, without limitation, forward-looking
statements regarding: the Company's business plans, strategies, priorities and
development plans; the anticipated terms, size, pricing and closing date of
the Placing and the Retail Offer, the satisfaction of all required conditions
and approvals (including approvals from the TSX and AIM) for completion of the
Placing and the Retail Offer, the Company's intended use of the net proceeds
of the Placing and the Retail Offer, including the potential undertaking,
timing, number, locations and costs of future development well drilling and
natural gas facility compression upgrades and the resulting production
therefrom; satisfaction of conditions under the Loan Agreement; the focus of
Touchstone's remaining 2025 capital plan; anticipated 2025 annual average
production by commodity; forecasted production decline rates; anticipated
developmental drilling activities, including locations, the timing thereof and
related production and cash flows therefrom; anticipated 2025 capital
expenditures including estimations of costs and inflation incorporated
therein; anticipated timing of drilling and completion activities, well tie-in
operations and production coming online; forecasted future commodity prices;
forecasted royalty, operating, general and administration, cash finance and
income tax expenses; anticipated funds flow from operations and net debt; and
Touchstone's current and future financial position, including the Company's
liquidity and the sufficiency of resources to fund future capital
expenditures. 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
Touchstone will derive from them.

 

For further information regarding the Company's updated 2025 guidance and the
related advisories thereto (which are incorporated by reference herein), refer
to the Company's announcement dated August 24, 2025 titled "Touchstone
Exploration Announces Second Quarter 2025 Results", available on the Company's
profile on www.sedarplus.ca (http://www.sedarplus.ca) and on its website at
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 its 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 announcement contains future-oriented financial information and financial
outlook information (collectively, "FOFI") about Touchstone's prospective
results of operations and production included in its updated 2025 guidance,
all of which are subject to the same assumptions, risk factors, limitations,
and qualifications as set forth in the paragraphs above. The FOFI contained in
this announcement was approved by Management as of the date of this
announcement and was provided for the purpose of providing further information
about Touchstone's future business operations. This information has been
provided for illustration only and, with respect to future periods, is based
on budgets and forecasts that are speculative and are subject to a variety of
contingencies and may not be appropriate for other purposes. Touchstone and
its Management believe that FOFI has been prepared on a reasonable basis,
reflecting Management's best estimates and judgments, and represents, to the
best of Management's knowledge and opinion, the Company's expected course of
action. However, because this information is highly subjective, it should not
be relied on as necessarily indicative of future results. Touchstone disclaims
any intention or obligation to update or revise any FOFI contained herein,
whether as a result of new information, future events or otherwise, unless
required pursuant to applicable law. Readers are cautioned that the FOFI
contained herein should not be used for purposes other than for which it is
disclosed herein, and the FOFI contained herein is not conclusive and is
subject to change. Variations in forecasted commodity prices, differences in
the amount and timing of capital expenditures, and variances in average
production estimates and decline rates can have a significant impact on the
key performance measures included in the guidance disclosed herein. Management
does not have firm commitments for all of the costs, expenditures, prices or
other financial assumptions used to prepare the financial outlook or assurance
that such operating results will be achieved and, accordingly, the complete
financial effects of the forecasted costs, expenditures, prices and operating
results are not objectively determinable. The actual results of the Company's
operations and the resulting financial results will vary from the amounts set
forth in this announcement and such variations may be material.

 

Non-GAAP Financial Measures

 

This announcement references non-GAAP financial measures and capital
management measures as such terms are defined in National Instrument 52-112
Non-GAAP and Other Financial Measures Disclosure. Such measures are not
recognized measures under Canadian Generally Accepted Accounting Principles
("GAAP") and do not have a standardized meaning prescribed by IFRS Accounting
Standards as Issued by the International Accounting Standards Board ("IFRS")
and therefore may not be comparable to similar financial measures disclosed by
other issuers. Readers are cautioned that the non-GAAP financial measures
referred to herein should not be construed as alternatives to, or more
meaningful than, measures prescribed by IFRS, and they are not meant to
enhance the Company's reported financial performance or position. These are
complementary measures that are commonly used in the oil and natural gas
industry and by the Company to provide shareholders and potential investors
with additional information regarding the Company's performance. Below is a
description of the non-GAAP financial measures and capital management measures
disclosed herein.

 

Capital expenditures

 

Capital expenditures is a non-GAAP financial measure that is calculated as the
sum of exploration and evaluation asset expenditures and property, plant and
equipment expenditures included in the Company's consolidated statements of
cash flows and is most directly comparable to cash used in investing
activities. Touchstone considers capital expenditures to be a useful measure
of its investment in its existing asset base.

 

Working capital and net debt

 

Working capital and net debt are capital management measures used by
Management to monitor the Company's capital structure to evaluate its true
debt and liquidity position and to manage capital and liquidity risk. Working
capital is calculated as current assets minus current liabilities, based on
the amounts presented in the applicable consolidated balance sheet. Net debt
is determined by adding the Company's working capital to the principal
(undiscounted) long-term balances of its senior secured debt and convertible
debenture. Net debt is most directly comparable to total liabilities as
disclosed in the Company's consolidated balance sheets.

 

For further information, please refer to the "Advisories - Non-GAAP Financial
Measures" section of the Company's most recent Management's discussion and
analysis for the three and six months ended June 30, 2025 accompanying our
June 30, 2025 unaudited interim condensed consolidated financial statements,
both of which are 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) ).
Touchstone's Management's discussion and analysis is incorporated by reference
herein and includes further discussion of the purpose and composition of the
specified non-GAAP financial measures consistently used by the Company and
detailed reconciliations to the most directly comparable GAAP measures.

 

Oil and Natural Gas Measures

 

To provide a single unit of production for analytical purposes, natural gas
production has been converted mathematically to barrels of oil equivalent. The
Company uses the industry-accepted standard conversion of six thousand cubic
feet of natural gas to one barrel of oil (6 Mcf = 1 bbl). The 6:1 boe ratio is
based on an energy equivalent conversion method primarily applicable at the
burner tip. It does not represent a value equivalency at the wellhead and is
not based on either energy content or current prices. While the boe ratio is
useful for comparative measures and observing trends, it does not accurately
reflect individual product values and might be misleading, particularly if
used in isolation. As well, given that the value ratio, based on the current
price of crude oil to natural gas, is significantly different from the 6:1
energy equivalency ratio, using a 6:1 conversion ratio may be misleading as an
indication of value.

 

Product Type Disclosures

 

This announcement includes references to crude oil, NGLs, crude oil and
liquids, natural gas, and average daily production volumes. Under National
Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities ("NI
51-101"), disclosure of production volumes should include segmentation by
product type as defined in the instrument. In this announcement, references to
"crude oil" refer to "light crude oil and medium crude oil" and "heavy crude
oil" combined product types; references to "NGLs" refer to condensate and
propane; and references to "natural gas" refer to the "conventional natural
gas" product type, all as defined in the instrument. In addition, references
to "crude oil and liquids" herein include crude oil and NGLs.

 

The Company's estimated average 2025 midpoint production disclosed herein
consists of the following product types as defined in NI 51-101 using a
conversion of 6 Mcf to 1 boe where applicable.

 

                   Light and Medium Crude Oil (bbls/d)  Heavy Crude Oil  Condensate (bbls/d)  Other NGLs (bbls/d)  Conventional Natural Gas (Mcf/d)  Total Oil Equivalent (boe/d)

                                                        (bbls/d)

 Updated guidance  1,035                                45               130                  170                  21,720                            5,000
 Revised Guidance  1,097                                33               160                  160                  24,900                            5,600

 

For further information regarding specific product disclosures in accordance
with NI 51-101, please refer to the "Advisories - Product Type Disclosures"
section of the Company's most recent Management's discussion and analysis for
the three and six months ended June 30, 2025 accompanying our June 30, 2025
unaudited interim condensed consolidated financial statements, both of which
are 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) ).

 

Abbreviations

 

The following abbreviations may be referenced in this announcement:

 

bbl(s)                barrel(s)

bbls/d               barrels per day

boe                  barrels of oil equivalent

boe/d               barrels of oil equivalent per day

Mcf                  thousand cubic feet

Mcf/d               thousand cubic feet per day

NGL(s)              natural gas liquid(s)

 

Important Notice

 

No prospectus or admission document has been or will be filed, published or
made available in connection with the matters described in this announcement.

 

Members of the public are not eligible to take part on the Placing. In any EEA
Member State, this announcement is only addressed to and directed at persons
in such member states who are qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation") including any implementing measure in any member state
("Qualified Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at persons who are qualified investors within
the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part
of English law pursuant to the European Union (Withdrawal) Act 2018, as
amended and who (i) are persons who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), (ii) are persons who are high net worth entities falling within
Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may
otherwise be lawful to communicate it to (all such persons being referred to
as "Relevant Persons"). Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with such persons. Other persons should not rely or act upon this
announcement or any of its contents .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.

 

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, 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 United States, Australian, Japanese or South African
securities laws.

 

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 any Restricted Jurisdiction or
in Canada. The Placing, the Retail Offer and the distribution of this
announcement and other information in connection with the Placing and the
Retail Offer and Admission 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.

 

The Offered Shares are not being offered or sold in Canada, and no securities
commission or similar authority in any jurisdiction of Canada has in any way
reviewed or passed upon the merits of the Offered Shares or reviewed this
announcement, and any representation to the contrary is an offence. The
Company is relying on an exemption from the requirements under the Securities
Act (Alberta) to provide prospective purchasers of the Offered Shares with a
prospectus and, as a consequence of purchasing the Offered Shares pursuant to
such exemption, certain protections, rights and remedies provided by the
Securities Act (Alberta), including statutory rights of rescission or damages
will not be available to it.

 

The Offered Shares 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 Offered Shares have
not been and will not be approved or disapproved by the United States
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 Placing or the Retail
Offer or the accuracy or adequacy of this announcement. Any representation to
the contrary is a criminal offence in the United States.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. 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. However, 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 Placing or the
Retail Offer or any transaction or arrangement referred to in this
announcement.

 

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).

 

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 nominated adviser and joint broker to 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
any 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.

 

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 Placing Shares have
been subject to a product approval process, which has determined that the
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, each as 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 Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the 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
Placing.

 

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action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

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