REG - Touchstone Explrtn. - RECOMMENDED ALL SHARE OFFER

Touchstone ExplorationAnnouncement

01/05/2024 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240501:nRSA7699Ma&default-theme=true

RNS Number : 7699M  Touchstone Exploration Inc.  01 May 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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW TOUCHSTONE SHARES EXCEPT ON THE BASIS OF THE INFORMATION
IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

1 May 2024

 

RECOMMENDED ALL SHARE OFFER

for

Trinity Exploration & Production Plc ("Trinity")

by

Touchstone Exploration Inc. ("Touchstone")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Summary

·         The board of directors of each of Touchstone and Trinity are
pleased to announce that they have reached agreement on the terms of a
recommended all share offer pursuant to which Touchstone will acquire the
entire issued and to be issued ordinary share capital of Trinity (the
"Acquisition"). The Acquisition is to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.

·          Under the terms of the Acquisition, Trinity Shareholders
shall be entitled to receive:

for each Trinity Share                        1.5 New Touchstone
Shares

·          Under the terms of the Acquisition, Trinity Shareholders
will, in aggregate, receive approximately 58,341,102 New Touchstone Shares.
Immediately following completion of the Acquisition, Trinity Shareholders will
own approximately 19.9 per cent. of the share capital of the Combined Group
(based on the existing issued common share capital of Touchstone and the fully
diluted ordinary share capital of Trinity as at 30 April 2024 (being the
latest practicable date prior to the date of this announcement).

·          Based upon Touchstone's closing share price of 41.25 pence as
of 30 April 2024 (being the last practicable date prior to this announcement)
the Acquisition represents an implied value of 61.9 pence per Trinity Share
(approximately US$0.77 per Trinity Share), valuing the entire issued share
capital of Trinity at approximately £24.1 million (approximately US$30.1
million).

·          The terms of the Acquisition represent a premium of
approximately 71.9 per cent. to the Closing Price per Trinity Share of 36
pence on 30 April 2024 (being the latest practicable date prior to the date of
this announcement), 55.4 per cent. to the 3-month volume weighted average
price per Trinity Share of 39.8 pence as at close of 30 April 2024 (being the
latest practicable date prior to the date of this announcement) and 13.6 per
cent. to the 9-month volume weighted average price per Trinity Share of 54.5
pence as at close of 30 April 2024 (being the latest practicable date prior to
the date of this announcement).

·          The board of directors of each of Touchstone and Trinity are
also pleased to note that, in total, Trinity Shareholders (including those
Trinity Directors who hold Trinity Shares) representing 38.9 per cent. of
Trinity's issued ordinary share capital (excluding Trinity Shares held in
treasury) as at 30 April 2024 (being the latest practicable date prior to the
date of this announcement) are supportive of the Acquisition and have each
entered into irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General Meeting.

Strategic rationale for the Acquisition

·          Touchstone is currently the largest independent onshore oil
and natural gas producer in Trinidad, with assets in several reservoirs that
have an extensive internally estimated inventory of petroleum and natural gas
development and exploration opportunities.

·          Having brought its Coho-1 well online in Q4 2022 and its
first two wells at its Cascadura field, Cascadura-1ST1 and Cascadura Deep-1,
in late Q3 2023, Touchstone's production and funds flow from operations has
increased markedly. Touchstone's 2024 guidance published on 19 December 2023
anticipates funds flow from operations of US$32m, which will give it the
financial resources to continue to invest in its development and exploration
activity to increase Touchstone's future reserves base and production volumes.
Touchstone believes that from this position, the Acquisition will provide an
opportunity to create a business of significant scale in Trinidad with an
enhanced ability to deliver growth in reserves, production and cash flow for
the benefit of both sets of shareholders and local stakeholders.

·          Touchstone believes that the Acquisition presents a
compelling strategic opportunity for both companies and their shareholders for
the following reasons:

·     Creating a leading Trinidadian operator of scale - The addition of
Trinity's existing production portfolio, along with its exploration and
development assets, will position the Combined Group as one of the leading
independent operating companies dedicated to investing in both onshore and
offshore activity to grow Trinidadian oil and gas production. On a pro-forma
basis, the combination of the two businesses would create a producing
portfolio of between approximately 11,700 and 12,400 boe/d (based upon 2024
average daily production guidance) with combined proved plus probable reserves
of approximately 80.3 MMboe as at 31 December 2023.

·     Combined funds flow from operations to invest in a larger portfolio
of development opportunities - Touchstone believes that the Combined Group
will have strong operational cash flow generation from a production base with
critical mass in both oil and natural gas producing assets. Touchstone notes
that Trinity has previously disclosed unaudited EBITDA pre-hedging of US$18.5
million cumulatively for 2023, and that it expects to report operating cash
flow of between US$10 million to US$12 million for the 12-month period ending
31 December 2023. Trinity's closing unaudited net cash for the year ended 31
December 2023 was US$5.8 million. When combined with Touchstone's funds flow
from operations (which is expected to be US$32 million for 2024), the Combined
Group will have the resources, capacity and flexibility to invest in multiple
development programmes concurrently to accelerate the potential of the
combined asset base. Touchstone also believes that the enhanced cash flow
potential will also allow greater optionality over capital allocation
decisions and provide for a sustainable approach to future shareholder
distributions.

·     Enhanced development and exploration portfolio - Trinity's assets
will provide additional development inventory for funds generated from the
Combined Group's operations to be invested to generate the most impact and
highest returns on capital. The Combined Group will also benefit from an
attractive portfolio of exploration and development prospects across Trinity's
onshore Hummingbird portfolio and Buenos Ayres Block, as well as its TGAL
discovery at the offshore Galeota block, and at Touchstone's Ortoire licence
area and Cipero, Charuma, and Rio Claro blocks (subject to licence agreement
finalisation). Together, the portfolio provides a diversified opportunity with
the potential to materially enhance the long-term value of the Combined Group.

·     Potential for efficiencies and significant synergies - Touchstone
believes that the Acquisition will allow the Combined Group to benefit from
greater economies of scale and recurring annual cost synergies, which
Touchstone expects to be significant and which would reduce the combined
overhead base, providing higher corporate netbacks and generating greater cash
flows for shareholders. Touchstone believes that having two separate quoted
Trinidadian producers currently results in duplication of overheads and fixed
costs which could result in efficiencies in future. Touchstone believes it
will be able to integrate and operate the enlarged portfolio of assets with
limited additional overhead to Touchstone's current cost base, representing a
significant reduction in corporate overheads on a pro forma combined basis.

·     Complementary technical and operational experience - Touchstone
believes that the knowledge and experience of Trinity's staff is highly
complementary to Touchstone's own and will allow the Combined Group to benefit
from the best mix of skills and experience to create an efficient business for
shareholders which is best able to exploit the opportunities from the Combined
Group's asset base.

·     Cash flow accretive - The addition of Trinity's producing and
adjusted EBITDA-generative assets into the enlarged group is expected to be
accretive on a funds flow from operations basis in the first full year after
the completion of the Acquisition before taking account of expected recurring
annual cost synergies realised.

·     Increased shareholder liquidity - With a broader shareholder base
and more shares in issue, Touchstone believes that shareholders will benefit
from the larger size and increased liquidity of the Combined Group and will be
able to trade their Touchstone Shares on both AIM and TSX.

Recommendation

·          The Trinity Directors, who have been so advised by Houlihan
Lokey as to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to Trinity
Directors, Houlihan Lokey has taken into account the commercial assessments of
the Trinity Directors. In addition, the Trinity Directors consider the terms
of the Acquisition to be in the best interests of Trinity Shareholders as a
whole. Houlihan Lokey is providing independent financial advice to the Trinity
Directors for the purposes of Rule 3 of the Code.

·          Accordingly, the Trinity Directors intend to recommend
unanimously that Trinity Shareholders vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General Meeting as
those Trinity Directors who hold Trinity Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of 464,463 Trinity Shares
representing, in aggregate, approximately 1.2 per cent. of the ordinary share
capital of Trinity in issue on 30 April 2024 (excluding any Trinity Shares
held in treasury) being the latest practicable date prior to this
announcement.

Irrevocable undertakings

·          As noted above, Touchstone has received irrevocable
undertakings from each of the Trinity Directors who hold Trinity Shares to
vote in favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting, in respect of a total of 464,463 Trinity
Shares, representing approximately 1.2 per cent. of the existing issued
ordinary share capital of Trinity on 30 April 2024 (excluding any Trinity
Shares held in treasury) being the latest practicable date prior to the date
of this announcement.

·          Touchstone has also received irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting from Trinity Shareholders in respect of a
total of 14,618,881 Trinity Shares representing, in aggregate, approximately
37.7 per cent. of Trinity's existing issued ordinary share capital on 30 April
2024 (excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.

·          Touchstone has therefore received irrevocable undertakings in
respect of a total of 15,083,344 Trinity Shares representing, in aggregate,
approximately 38.9 per cent. of Trinity's ordinary share capital in issue on
30 April 2024 (excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.

Information on Touchstone

·          Touchstone is an oil and natural gas exploration and
production company active in the Republic of Trinidad and Tobago. Touchstone
is currently the largest independent onshore oil and natural gas producer in
Trinidad, with assets in several reservoirs that have an extensive internally
estimated inventory of oil and natural gas development and exploration
opportunities.

·          In the first quarter of 2024, Touchstone achieved average
daily net oil and gas sales volumes of 7,015 boe/d, and for calendar 2024 has
guided to average daily production of between 9,100 and 9,700 boe/d, which is
expected to generate funds flow from operations of $32 million. Touchstone had
in place proved plus probable gross reserves at its Trinidad oil and gas
properties of 67.4 MMboe at 31 December 2023.

·          Touchstone's shares are admitted to trading on TSX and the
AIM market of the London Stock Exchange. Touchstone's current market
capitalisation is £96.6 million as at 30 April 2024 (being the latest
practicable date prior to this announcement).

Timetable and Conditions

·          It is intended that the Acquisition will be implemented by
way of a scheme of arrangement under Part 26 of the Companies Act (although
Touchstone reserves the right to implement the Acquisition by way of a
Takeover Offer, subject to the Panel's consent and in accordance with the
terms of the Co-operation Agreement).

·          The Acquisition is conditional on, among other things, the
approval of the requisite majority of Trinity Shareholders at the Court
Meeting and at the General Meeting. In order to become Effective, the Scheme
must be approved by a majority in number of the Trinity Shareholders voting at
the Court Meeting, either in person or by proxy, representing at least 75 per
cent. in value of the Trinity Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Trinity Shareholders representing at
least 75 per cent. of votes cast at the General Meeting. Following the Court
Meeting, the Scheme must also be sanctioned by the Court.

·          The Acquisition is also subject to the Conditions and terms
set out in Appendix I to this announcement, including, amongst other things:

·      the receipt or waiver of anti-trust clearances in Trinidad and
Tobago;

·      insofar as the Acquisition requires such approval, the Minister
having provided his consent to the Acquisition in a form and subject to
conditions (if any) that are reasonably satisfactory to Touchstone; and

·      the receipt of the following consents or waivers from Heritage:

 ꞏ    Heritage having provided its written consent to the Acquisition under the
      terms of the LOAs, the Galeota JOA and the Royalty Conversion Agreements in a
      form and subject to conditions (if any) that are reasonably satisfactory to
      Touchstone; and
 ꞏ    the waiver (or non-exercise within any applicable time limits) by Heritage of
      any right of pre-emption, right of first offer or refusal or any similar or
      analogous right, arising as a result of or in connection with the Acquisition
      under the terms of the JOAs (other than the Galeota JOA in circumstances where
      Heritage has already provided its prior written consent) in a form and subject
      to conditions (if any) that are reasonably satisfactory to Touchstone.

·          Given the material importance of Trinity's operating assets
in the context of the Acquisition, and the Heritage Consents and Waivers in
that regard, Trinity Shareholders should be aware that, if any Regulatory
Condition is not satisfied, it would be Touchstone's intention to seek the
Panel's consent to invoke the relevant Regulatory Condition to cause the
Acquisition to lapse.

·          Subject to the satisfaction or (where applicable) waiver of
the Conditions, the Acquisition is expected to become Effective before the end
of Q3 2024.

·         The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General Meeting will be
distributed to Trinity Shareholders (along with the Forms of Proxy for use in
connection with the Court Meeting and the General Meeting) in due course. The
Scheme Document will also be made available by Trinity on its website at
www.trinityexploration.com/investors/.

Commenting on the Acquisition, Jeremy Bridglalsingh, the Chief Executive
Officer of Trinity, said:

"I am pleased to be recommending Touchstone's offer to our shareholders. Our
two companies have operated in close proximity over many years. The premium
offered demonstrates the value Touchstone sees in Trinity's team and
operations and its confidence in the future potential of the enlarged
business."

 

Commenting on the Acquisition, Paul Baay, the President and Chief Executive
Officer of Touchstone, said:

"We believe this acquisition represents a compelling strategic opportunity
which will deliver enhanced scale, balance sheet strength, and growth
opportunities. The business combination will create an upstream oil and gas
company of increased scale in Trinidad, enhancing our ability to deliver
growth in reserves, production and cash flows for the benefit of our combined
shareholders and local stakeholders. The combined group will be able to invest
in multiple development programmes and accelerate the growth potential of the
enlarged asset base, thereby giving us the potential to materially enhance
long-term value".

This summary should be read in conjunction with the full text of this
announcement. The Acquisition shall be subject to the Conditions and further
terms set out in Appendix I to this announcement and to the full terms and
conditions which shall be set out in the Scheme Document. Appendix II to this
announcement contains the sources of information and bases of calculations of
certain information contained in this announcement, Appendix III contains a
summary of the irrevocable undertakings received in relation to this
Acquisition and Appendix IV contains definitions of certain expressions used
in this summary and in this announcement.

Investor presentation

A recorded investor presentation covering the Acquisition will be made
available on Trinity's website later today.

The person responsible for making this announcement on behalf of Trinity is
Jeremy Bridglalsingh, Chief Executive Officer and the person responsible for
making this announcement on behalf of Touchstone is Paul Baay, President and
Chief Executive Officer.

Enquiries:

 Touchstone
 Paul Baay, President and Chief Executive Officer                          +1 403 750 4487

 Brian Hollingshead, Vice President Engineering and Business Development

 John Wright, Chair of the Board of Directors
 Shore Capital (Lead Financial Adviser, Nominated Adviser and Joint Corporate
 Broker to Touchstone)
 Daniel Bush                                                               +44 (0)20 7408 4090

 Toby Gibbs

 Tom Knibbs
 Canaccord Genuity Limited (Co-Financial Adviser, and Joint Corporate Broker to
 Touchstone)
 Adam James                                                                +44 (0)20 7523 8000

 Ana Ercegovic
 FTI Consulting (PR Adviser to Touchstone)
 Ben Brewerton                                                             +44 (0) 20 3727 1000

 Nick Hennis

 Trinity
 Jeremy Bridglalsingh, Chief Executive Officer                             Via Vigo Consulting

 Julian Kennedy, Chief Financial Officer

 Nick Clayton, Non- Executive Chairman
 Houlihan Lokey UK Limited (Financial Adviser to Trinity)
 Tom Hughes                                                                +44 (0) 20 7839 3355

 Tim Richardson
 SPARK Advisory Partners Limited (Nominated Adviser to Trinity)
 Mark Brady                                                                +44 (0) 20 3368 3550

 James Keeshan
 Vigo Consulting Limited (PR Adviser to Trinity)
 Finlay Thompson                                                           +44 (0)20 7390 0230

 Patrick D'Ancona

 

Norton Rose Fulbright LLP is acting as legal adviser to Touchstone, and
Pinsent Masons LLP is acting as legal adviser to Trinity, in connection with
the Acquisition.

 

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.

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
Trinity and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Trinity for
providing the protections afforded to clients of Houlihan Lokey or for
providing advice in relation to contents of this announcement or any other
matters referred to in this announcement. Neither Houlihan Lokey 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 Houlihan Lokey in
connection with this announcement, any statement contained herein or
otherwise.

SPARK Advisory Partners Limited ("SPARK"), which is regulated by the FCA in
the United Kingdom, is acting exclusively as nominated adviser to Trinity and
no one else in connection with the matters referred to in this announcement,
and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the matters referred to in this
announcement and is not, and will not be, responsible to anyone other than
Trinity for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any transaction or
arrangement referred to in this announcement. Neither SPARK nor any of its
group undertakings 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 SPARK
in connection with this announcement or any matter referred to herein.

Further information

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.

The Acquisition will be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) which, together with the Forms of Proxy,
will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with English
law 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 England and Wales. The
Acquisition will be subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange, the TSX and the Financial Conduct Authority.

Trinity will prepare the Scheme Document to be distributed to Trinity
Shareholders. The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which, together
with the Forms of Proxy, will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Trinity Shareholders are advised to read the Scheme Document (including the
related Forms of Proxy) (and/or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document) carefully once
these become available because they will contain important information in
relation to the Acquisition, the New Touchstone Shares and the Combined Group.
Any vote in respect of resolutions to be proposed at the General Meeting, and
any decision in respect of the Scheme or other response in relation to the
Acquisition by Trinity Shareholders should be made only on the basis of the
information contained in the Scheme Document (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document).

This announcement contains inside information in relation to each of Trinity
and Touchstone for the purposes of Article 7 of the Market Abuse Regulation.
The person responsible for making this announcement on behalf of Trinity is
Jeremy Bridglalsingh, Chief Executive Officer and the person responsible for
making this announcement on behalf of Touchstone is Paul Baay, President and
Chief Executive Officer.

This announcement does not constitute a prospectus or prospectus exempted
document. The New Touchstone Shares are not being offered to the public by
means of this announcement.

Touchstone reserves the right to elect (with the consent of the Panel and in
accordance with the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Takeover Offer will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, subject
to appropriate amendments to reflect the change in structure by which the
Acquisition is to be implemented and compliance with all applicable laws.

Overseas shareholders

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements. Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.

Unless otherwise determined by Touchstone or required by the Code, and
permitted by applicable law and regulation, the Acquisition shall 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 within a 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 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 announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) 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.

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. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

The New Touchstone Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Restricted Overseas Persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.

Additional Information for Trinity Shareholders Resident in the United States

Trinity Shareholders resident in the United States should note that the
Acquisition relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under, and governed by, the law
of England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"). Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. If, in the future, Touchstone
exercises the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Takeover Offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Any such Takeover Offer would be made in the United States by
Touchstone and no one else.

Financial information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting standards
under UK-adopted international accounting standards and in accordance with
International Financial Reporting Standards ("IFRS") and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

The New Touchstone Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States absent registration under the US Securities Act, or pursuant to
an exemption from such registration requirements and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. It is expected that the New Touchstone Shares will be issued in
reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Securities issued
pursuant to the Scheme will not be registered under any US state securities
laws and may only be issued to persons resident in a state pursuant to an
exemption from the registration requirements of the securities laws of such
state. Shareholders who will be "affiliates" (within the meaning of the US
Securities Act) of Trinity or Touchstone prior to, or of Touchstone after, the
Effective Date will be subject to certain US transfer restrictions relating to
the New Touchstone Shares received pursuant to the Scheme. For the purpose of
qualifying for the exemption provided by Section 3(a)(10) of the US Securities
Act, Touchstone will advise the Court that its sanctioning of the Scheme will
be relied on by Touchstone for the purposes of a Section 3(a)(10) exemption
following a hearing on the fairness of the terms and conditions of the Scheme
to Trinity Shareholders at which all Trinity Shareholders are entitled to
appear in person or through counsel to support or oppose the sanctioning of
the Scheme and with respect to which notification is given to all Trinity
Shareholders.

Touchstone and Trinity are each organised and located in a non-US jurisdiction
and some or all of their officers and directors may be residents of a non-US
jurisdiction. It may therefore be difficult for holders of Trinity Shares
located in the United States to enforce their rights and any claim arising out
of US securities law. It may not be possible to sue Touchstone and Trinity (or
their officers and directors) in a non-US court for violations of US
securities laws. Furthermore, it may be difficult to compel Touchstone and
Trinity and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.

The receipt of New Touchstone Shares by shareholders of Trinity in the United
States as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local income, franchise
or transfer, as well as foreign and other, tax laws. Each Trinity Shareholder
(including holders located in the United States) is urged to consult its
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.

In accordance with normal UK practice and to the extent permitted under Rule
14e-5(b) of the US Exchange Act, Touchstone, certain affiliated companies and
their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Trinity Shares outside of
the United States, other than pursuant to the Acquisition, until the Effective
Date, lapses or is otherwise withdrawn. If such purchases or arrangements to
purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including English law, the Code and the US Exchange Act.
Any information about such purchases will be disclosed as required in the UK,
will be reported to the Regulatory News Service of the London Stock Exchange
and will be available on the London Stock Exchange website at
https://www.londonstockexchange.com/ (https://www.londonstockexchange.com/) .

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

Additional Information for Trinity Shareholders Resident in Canada

Trinity Shareholders resident in the Canada should note that the Acquisition
relates to the shares of an English company and is being made by means of a
scheme of arrangement provided for under, and governed by, the law of England
and Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under
Canadian securities law. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of
Canadian securities laws. If, in the future, Touchstone exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into Canada, the Acquisition will be made in compliance
with applicable Canadian securities laws or pursuant to an exemption
therefrom.

This announcement contains references to certain financial measures, including
some that do not have any standardized meaning prescribed by IFRS and that may
not be comparable to similar measures presented by other companies or
entities. These financial measures include funds flow from operations. See
page 48 of Touchstone's 2023 Annual Management's Discussion and Analysis dated
20 March 2024 for detailed reconciliations of non-IFRS financial measures.

The enforcement by Trinity Shareholders in Canada of civil liabilities under
the Canadian securities laws may be affected adversely by the fact that
Trinity is incorporated or organized under the laws of a jurisdiction other
than Canada, that some or all of Trinity's and Touchstone's officers and
directors may be residents of countries other than Canada, and that all or a
substantial portion of the assets of Touchstone and Trinity are located
outside Canada. It may therefore be difficult for holders of Trinity Shares
located in Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Trinity, or the
officers and directors of Touchstone and Trinity) in a non-Canadian court for
violations of Canadian securities laws. Furthermore, it may be difficult to
compel Trinity and its affiliates to subject themselves to the jurisdiction or
judgment of a Canadian court.

Trinity Shareholders residing in Canada should be aware that the Acquisition
described in the Scheme Document may have tax consequences in Canada and
should consult their own tax advisors to determine the particular tax
consequences to them of the Acquisition in light of their particular
circumstances, as well as any tax consequences that may arise under the laws
of any other relevant foreign, state, local or other taxing jurisdiction.

In accordance with normal UK practice Touchstone, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Trinity Shares, other than
pursuant to the Acquisition, until the Effective Date, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
English law and the Code. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory News
Service of the London Stock Exchange and will be available on the London Stock
Exchange website at https://www.londonstockexchange.com/.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in Canada. Any offers, solicitations or
offers to buy, or any sales of securities will be made in accordance with
registration and other requirements under applicable law.

No securities commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this announcement or the
merits of the securities described herein, and any representation to the
contrary is an offence.

 

Product Type Disclosures

This announcement includes references to crude oil, natural gas liquids,
natural gas, and average daily production volumes of Touchstone. 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, in respect of
Touchstone's production volumes, references to "crude oil" refer to "light
crude oil and medium crude oil" and "heavy crude oil" combined product types;
references to "natural gas liquids" refer to condensate; and references to
"natural gas" refer to the "conventional natural gas" product type, all as
defined in the instrument.

For information regarding specific product disclosures in accordance with NI
51-101, please refer to the "Advisories - Product Type Disclosures" section in
Touchstone's most recent Management's discussion and analysis accompanying
Touchstone's audited consolidated financial statements dated 31 December 2023.

Use of a Standard

The oil and natural gas reserves contained herein of Touchstone have generally
been prepared in accordance with Canadian disclosure standards, which are not
comparable in all respects to other foreign disclosure standards.

Oil and natural gas reserves of Touchstone in Trinidad disclosed or referenced
herein are based on the independent reserve evaluation prepared by GLJ Ltd.
dated February 29, 2024 with an effective date of 31 December 2023 (the
"Reserves Report"), which was prepared in accordance with NI 51-101 and the
Canadian Oil and Gas Evaluation Handbook ("COGE"). The disclosure herein
highlights certain information contained in the Reserves Report but represents
only a portion of the disclosure required under NI 51-101. Full disclosure and
related advisories with respect to Touchstone's reserves as at 31 December
2023 are included in the Touchstone's 2023 Annual Information Form dated 20
March 2024.

Oil and natural gas reserves of Trinity disclosed or referenced herein are
estimates which were prepared by management. Trinity's disclosure was not
prepared in accordance with NI 51-101 and COGE, nor evaluated by an
independent qualified reserves evaluator or auditor.

Where applicable, natural gas has been converted to barrels of oil equivalent
(boe) based on six thousand cubic feet to one barrel (bbl) of oil. The barrel
of oil equivalent rate is based on an energy equivalent conversion method
primarily applicable at the burner tip and given that the value ratio based on
the current price of crude oil as compared to natural gas is significantly
different than the energy equivalency of the 6:1 conversion ratio, utilizing
the 6:1 conversion ratio may be misleading as an indication of value. This
conversion factor is an industry accepted norm and is not based on either
energy content or prices.

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 Touchstone or Trinity.
Forward-looking statements are predictive in nature, depend upon or refer to
future events or conditions, or include words such as "expect", "plan",
"anticipate", "believe", "intend", "maintain", "continue to", "pursue",
"design", "result in", "sustain" "estimate", "potential", "growth",
"near-term", "long-term", "forecast", "contingent" 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.

These statements may include, without limitation, statements regarding:
Touchstone's 2024 annual guidance, Touchstone's intention to acquire the
entire issued and to be issued ordinary share capital of Trinity; the intended
recommendation of the Trinity Directors to the Trinity Shareholders;
expectations regarding funds flow from operations resulting from Touchstone's
daily production; expectations with regards to the potential for Trinity's
portfolio to deliver meaningful reserves/resources growth; the expectation
that the Acquisition will be completed by way of a scheme of arrangement; the
anticipated ownership structure of the Combined Group; anticipated timing of
the Court Meeting and the General Meeting; expectations with respect to the
business, financial prospects and future opportunities for the Combined Group,
including that the Combined Group will be a leading Trinidad operator of
scale; the Combined Group's ability to invest in a larger portfolio of
development opportunities; expectations regarding the Combined Group's
enhanced development and exploration portfolio; the ability of the Combined
Group to benefit from enhanced efficiencies and synergies, including regarding
the complimentary nature of the Combined Group's technical and operational
experience; the expectation that the Acquisition will be accretive to funds
flows from operations; the anticipated increased trading liquidity of the
Combined Group's shares and that shareholders of the Combined Group will be
able to trade their Touchstone Shares on both the AIM and the TSX;
Touchstone's intention to conduct a detailed post-closing review of Trinity's
operations, and the anticipated timing thereof; expectations with respect to
the integration and retention of staff, as well as potential head count
reductions; regarding the board of directors of the Combined Group;
Touchstone's intentions with respect to Trinity's management, governance, and
incentive structures; expectations with respect to the consolidation of
business office and field office locations; expectations regarding the timing
of the listing of the new Touchstone Shares, and the de-listing of the Trinity
Shares;  the Combined Group's enhanced access to operational, tax and
corporate synergies; the combined company's dividend plans prior to the
Effective Date of the Acquisition; the anticipated closing conditions and
regulatory approvals pursuant to the Scheme; and the anticipated timing and
completion of the Acquisition, including the expected Effective Date of the
Scheme.

In addition, information and statements relating to reserves are by their
nature forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves described exist
in the quantities predicted or estimated, and can be profitably produced in
the future. The recovery and reserve estimates of Touchstone's reserves
provided herein are estimates only, and there is no guarantee that the
estimated reserves will be recovered. Consequently, actual results may differ
materially from those anticipated in the forward-looking statements.

This announcement includes a summary of Touchstone's initial 2024 capital
budget and preliminary guidance, which includes, but is not limited to,
forward looking statements relating to: the focus of Touchstone's 2024 capital
plan, including pursuing developmental drilling activities and optimizing
existing natural gas and liquids infrastructure capacity; anticipated 2024
annual average production; forecasted production decline rates; anticipated
timing of developmental and exploration drilling production; anticipated 2024
capital expenditures including estimations of costs and inflation incorporated
therein; expected drilling activities, including locations and the timing
thereof; anticipated timing of well tie-in operations; forecasted 2024 average
Brent reference price and the Company's budgeted realized price in relation
thereto; forecasted royalty, operating, general and administration, cash
finance and income tax expenses; anticipated funds flow from operations and
net debt; and Touchstone's future financial position, including the
sufficiency of resources to fund future capital expenditures and maintain
financial liquidity. For further information regarding 2024 guidance and the
related advisories, refer to Touchstone's news release dated 19 December 2023
entitled "Touchstone Announces 2024 Capital Budget, Preliminary 2024 Guidance
and an Operational Update" which is available online on Touchstone's SEDAR+
profile (www.sedarplus.ca) and website (www.touchstoneexploration.com).

Forward-looking statements are based upon, among other things, factors,
expectations and assumptions that Touchstone and Trinity have made as at the
date of this announcement regarding, among other things: the satisfaction of
the conditions to closing of the Acquisition in a timely manner, if at all,
including the receipt of all necessary approvals; that the Acquisition will
comply with all applicable requirements of the Code, the Panel, the London
Stock Exchange, the TSX and the Financial Conduct Authority; the Combined
Group's ability to successfully integrate the businesses and assets of
Touchstone and Trinity; Touchstone's ability to issue Touchstone Shares
pursuant to the Acquisition; sources of funding that each of Touchstone and
Trinity have relied upon in the past continue to be available to the combined
company on terms favourable to the Combined Group; and that the Combined Group
will have access to sufficient capital to pursue future development plans.

Undue reliance should not be placed on the forward-looking statements because
no assurance can be given 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. These risks include, but
are not limited to: the completion and timing of the Acquisition; the ability
of Touchstone and Trinity to receive, in a timely manner, the necessary
regulatory, Court, shareholder, stock exchange and other third-party approvals
and to satisfy the other conditions to closing of the Acquisition; the ability
of the parties to complete the Acquisition on the terms contemplated by
Touchstone and Trinity or at all; the ability of the Combined Group to realize
the anticipated benefits of, and synergies and savings from, the Acquisition;
consequences of not completing the Acquisition, including the volatility of
the share prices of Touchstone and Trinity, negative reactions from the
investment community, and the required payment of certain costs related to the
termination of the Acquisition; and the focus of management's time and
attention on the Acquisition and other disruptions arising from the
Acquisition.

Except as may be required by applicable securities laws, neither Touchstone
nor Trinity assume any obligation or intent to update publicly or revise any
forward-looking statements made herein, whether as a result of new
information, future events or otherwise.

TSX Disclaimer and Listing Matters

The TSX has not reviewed and does not accept responsibility for the adequacy
or accuracy of this announcement. No stock exchange, securities commission or
other regulatory authority has approved or disapproved the information
contained herein.

Touchstone will apply to list the New Touchstone Shares issuable in connection
with the Acquisition on the TSX. Such listing will be subject to Touchstone
fulfilling all of the listing requirements of the TSX.

No profit forecasts or estimates

Save for the Trinity Profit Estimates, no statement in this announcement is
intended as a profit forecast or estimate for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Touchstone or Trinity, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Touchstone or Trinity, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Trinity Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Trinity may be
provided to Touchstone during the offer period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Touchstone's and Trinity's websites at
https://www.touchstoneexploration.com/trinity-acquisition
(https://www.touchstoneexploration.com/trinity-acquisition) and
www.trinityexploration.com/investors/  respectively by no later than 12 noon
(London time) on 2 May 2024. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this announcement.

Trinity Shareholders, persons with information rights and participants in the
Trinity Share Plan may request a hard copy of this announcement by: (i)
contacting Trinity's Registrar, Link Group, during business hours on 0371 664
0300 if calling from the United Kingdom, or +44 (0) 371 664 0300 if calling
from outside the United Kingdom (lines are open from 9.00 a.m. to 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales)); or (ii)
by submitting a request in writing to Link Group, Central Square, 29
Wellington Street, Leeds LS1 4DL. A person so entitled may also request that
all future documents, announcements and information in relation to the
Acquisition be sent to them in hard copy form.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Trinity confirms that as at the date
of this announcement, it has in issue and admitted to trading on the AIM
market of the London Stock Exchange 39,899,813 ordinary shares of US$ 0.01
each (excluding 1,096,819 ordinary shares held in treasury). Accordingly, the
total number of voting rights in Trinity is 38,802,994. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00BN7CJ686.

In accordance with Rule 2.9 of the Code, Touchstone confirms that, as at the
date of this announcement, it has in issue and admitted to trading and listing
(as the case may be) on the AIM market of the London Stock Exchange and/or TSX
234,212,726 common shares. The International Securities Identification Number
(ISIN) of the ordinary shares is CA89156L1085.

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW TOUCHSTONE SHARES EXCEPT ON THE BASIS OF THE INFORMATION
IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

1 May 2024

 

RECOMMENDED ALL SHARE OFFER

for

Trinity Exploration & Production Plc ("Trinity")

by

Touchstone Exploration Inc. ("Touchstone")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

1        Introduction

The boards of directors of each of Touchstone and Trinity are pleased to
announce that they have reached agreement on the terms of a recommended all
share offer pursuant to which Touchstone will acquire the entire issued and to
be issued ordinary share capital of Trinity (the "Acquisition"). The
Acquisition is to be effected by means of a scheme of arrangement under Part
26 of the Companies Act.

2        The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this announcement and to be set out
in the Scheme Document, Trinity Shareholders will be entitled to receive:

for each Trinity Share                        1.5 New Touchstone
Shares

Based upon Touchstone's closing share price of 41.25 pence as of 30 April 2024
(being the last practicable date prior to this announcement) the Acquisition
represents an implied value of 61.9 pence per Trinity Share (approximately
US$0.77 per Trinity Share), valuing the entire issued share capital of Trinity
at approximately £24.1 million (approximately US$30.1 million).

Under the terms of the Acquisition, Trinity Shareholders will, in aggregate,
receive approximately 58,341,102 New Touchstone Shares. Immediately following
completion of the Acquisition, Trinity Shareholders will own approximately
19.9 per cent. of the share capital of the Combined Group (based on the
existing issued common share capital of Touchstone and the fully diluted
ordinary share capital of Trinity as at 30 April 2024 (being the latest
practicable date prior to the date of this announcement).

The terms of the Acquisition represent a premium of approximately 71.9 per
cent. to the Closing Price per Trinity Share of 36 pence on 30 April 2024
(being the latest practicable date prior to the date of this announcement),
55.4 per cent. to the 3-month volume weighted average price per Trinity Share
of 39.8 pence as at close of 30 April 2024 (being the latest practicable date
prior to the date of this announcement) and 13.6 per cent. to the 9-month
volume weighted average price per Trinity Share of 54.5 pence as at close of
30 April 2024 (being the latest practicable date prior to the date of this
announcement).

If, on or after the date of this announcement and on or prior to the Effective
Date, any dividend, distribution or other return of value is declared, made,
or paid, or becomes payable by Trinity, the Acquisition Consideration shall be
reduced accordingly. In such circumstances, Trinity Shareholders shall be
entitled to retain any such dividend, distribution, or other return of value
declared, made, or paid.

It is expected that the Scheme Document will be published as soon as
reasonably practicable, that the Court Meeting and the General Meeting shall
be held on or around the end of May 2024 and that the Scheme shall become
Effective before the end of Q3 2024.

The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
Trinity Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) in due course.

3        Background to and reasons for the Acquisition

Touchstone is currently the largest independent onshore oil and natural gas
producer in Trinidad, with assets in several reservoirs that have an extensive
internally estimated inventory of petroleum and natural gas development and
exploration opportunities.

Having brought its Coho-1 well online in Q4 2022 and its first two wells at
its Cascadura field, Cascadura-1ST1 and Cascadura Deep-1, in late Q3 2023,
Touchstone's production and funds flow from operations has increased markedly.
Touchstone's 2024 guidance published on 19 December 2023 anticipates funds
flow from operations of US$32 million, which will give it the financial
resources to continue to invest in its development and exploration activity to
increase Touchstone's future reserves base and production volumes.

Touchstone believes that from this position, the Acquisition will provide an
opportunity to create a business of significant scale in Trinidad with an
enhanced ability to deliver growth in reserves, production and cash flow for
the benefit of both sets of shareholders and local stakeholders.

Touchstone believes that the Acquisition presents a compelling strategic
opportunity for both companies and their shareholders for the following
reasons:

·     Creating a leading Trinidadian operator of scale - The addition of
Trinity's existing production portfolio, along with its exploration and
development assets, will position the Combined Group one of the leading
independent operating companies dedicated to investing in both onshore and
offshore activity to grow Trinidadian oil and gas production. On a pro-forma
basis, the combination of the two businesses would create a producing
portfolio of between approximately 11,700 and 12,400 boe/d (based upon 2024
average daily production guidance) with combined proved plus probable reserves
of approximately 80.3 MMboe as at 31 December 2023.

·     Combined funds flow from operations to invest in a larger portfolio
of development opportunities - Touchstone believes that the Combined Group
will have strong operational cash flow generation from a production base with
critical mass in both oil and natural gas producing assets. Touchstone notes
that Trinity has previously disclosed unaudited EBITDA pre-hedging of US$18.5
million cumulatively for 2023, and that it expects to report operating cash
flow of between US$10 million to US$12 million for the 12-month period ending
31 December 2023. Trinity's closing unaudited net cash for the year ended 31
December 2023 was US$5.8 million. When combined with Touchstone's funds flow
from operations (which is expected to be US$32 million for 2024), the Combined
Group will have the resources, capacity and flexibility to invest in multiple
development programmes concurrently to accelerate the potential of the
combined asset base. Touchstone also believes that the enhanced cash flow
potential will also allow greater optionality over capital allocation
decisions and provide for a sustainable approach to future shareholder
distributions.

·     Enhanced development and exploration portfolio - Trinity's assets
will provide additional development inventory for funds generated from the
Combined Group's operations to be invested to generate the most impact and
highest returns on capital. The Combined Group will also benefit from an
attractive portfolio of exploration and development prospects across Trinity's
onshore Hummingbird portfolio and Buenos Ayres Block, as well as its TGAL
discovery at the offshore Galeota block, and at Touchstone's Ortoire licence
area and Cipero, Charuma, and Rio Claro blocks (subject to licence agreement
finalisation). Together, the portfolio provides a diversified opportunity with
the potential to materially enhance the long-term value of the Combined Group.

·     Potential for efficiencies and significant synergies - Touchstone
believes that the Acquisition will allow the Combined Group to benefit from
greater economies of scale and recurring annual cost synergies, which
Touchstone expects to be significant and which would reduce the combined
overhead base, providing higher corporate netbacks and generating greater cash
flows for shareholders. Touchstone believes that having two separate quoted
Trinidadian producers currently results in duplication of overheads and fixed
costs which could result in efficiencies in future. Touchstone believes it
will be able to integrate and operate the enlarged portfolio of assets with
limited additional overhead to Touchstone's current cost base, representing a
significant reduction in corporate overheads on a pro forma combined basis.

·     Complementary technical and operational experience - Touchstone
believes that the knowledge and experience of Trinity's staff is highly
complementary to Touchstone's own, and will allow the Combined Group to
benefit from the best mix of skills and experience to create an efficient
business for shareholders which is best able to exploit the opportunities from
the Combined Group's asset base.

·     Cash flow accretive - The addition of Trinity's producing and
adjusted EBITDA-generative assets into the enlarged group is expected to be
accretive on a funds flow from operations basis in the first full year after
the completion of the Acquisition before taking account of expected recurring
annual cost synergies realised.

·     Increased shareholder liquidity - With a broader shareholder base
and more shares in issue, Touchstone believes that shareholders will benefit
from the larger size and increased liquidity of the Combined Group and will be
able to trade their Touchstone Shares on both AIM and TSX.

4        Background to and reasons for the recommendation

Trinity has been operating and producing offshore the East Coast of Trinidad
since 2013 under the Galeota Exploration and Production Licence agreement (the
"Galeota Block"). During Q4 2021, Trinity received approval from the Ministry
of Energy and Energy Industries for the field development plan for the Galeota
asset development project, comprising the installation of a low cost eight
well conductor supported platform ("Echo"), a new pipeline to shore,
pre-installed sections to facilitate the potential future development of TGAL
NE and Trintes SW areas and power from shore (the "Echo Field Development
Plan") and commenced a farm-down process to secure a new partner to advance
the development. Prior to receiving any proposals from participants, the
farm-down process was put on hold in 2022 in order to await the outcome of tax
reforms in Trinidad. Partially in response to feedback received through the
farm-down process, Trinity commenced an in-depth review of the opportunities
across the Galeota Block with the objective to formulate a revised development
plan that delivered greater capital efficiency, a shorter development timeline
and faster payback cycles.

Following an extensive study completed in Q3 2023, Trinity identified a
revised infrastructure-led development solution with an initial phase of
development drilling from existing platforms. Whilst Trinity believes the
revised development solution will significantly reduce the capital requirement
prior to first oil compared to the Echo Field Development Plan, Trinity would
need to secure third party financing to take a final investment decision and
fund the development.

In parallel to progressing the Galeota asset development plan project, Trinity
has assembled a pipeline of investment projects across Trinity's assets
including brownfield development opportunities at the West Coast and onshore
assets and a portfolio of exploration and development prospects across
Trinity's PS-4, WD-2 and WD-5/6 assets, referred to as the Hummingbird
portfolio and the Buenos Ayres Block. The first Hummingbird prospect,
Jacobin-1, was drilled in H2 2023 and confirmed the presence of oil in the
Lower Cruse 1 and Lower Cruse 3 formations, demonstrating proof of concept
that these deeper horizons contain producible hydrocarbons. The Trinity
Directors believe that significant capital investment will be required to
realise the potential of the Hummingbird portfolio.

On 23 November 2023, Trinity received an unsolicited, conditional non-binding
proposal to acquire the issued and to be issued share capital of Trinity from
Touchstone and following the execution of a confidentiality agreement,
Touchstone was provided access to due diligence information. Whilst the
Trinity Directors did not solicit an offer for Trinity, the Trinity Directors
regularly consider all options for delivering and improving shareholder value
and engaged Houlihan Lokey in October 2023 to assist in exploring strategic
and financing alternatives for the company.

Following a period of due diligence and negotiation, Touchstone submitted a
revised non-binding proposal to acquire the entire issued and to be issued
share capital of Trinity at an increased value versus the initial proposal and
have led to Trinity and Touchstone agreeing a share exchange ratio of 1.5
Touchstone Shares per Trinity Share. The Trinity Directors consider that the
share exchange ratio represents an appropriate valuation of Trinity and its
future prospects and provides an opportunity for Trinity Shareholders to
benefit from the enhanced scale and diversification the combined business will
provide and creates a compelling opportunity to combine two businesses which
share much in common.

In June 2023, Trinity announced a new capital allocation policy which included
the introduction of a modest dividend with the intent for that to form part of
a broader distribution of operating cash flow to shareholders, depending on
realised oil prices. In view of the control premium offered by Touchstone, the
Trinity Directors have determined that a final dividend should not be proposed
at Trinity's 2024 annual general meeting.

In considering the financial terms of the Acquisition and determining whether
they reflect an appropriate valuation of Trinity and its future prospects, the
Trinity Directors took into account a range of factors including that:

 

·     the Acquisition recognises the strength of the Trinity business and
its future prospects and will result in a combined business that is material
in scale with an enhanced ability to deliver growth in reserves, production
and cash flow for the benefit of both sets of shareholders and local
stakeholders;

·     the terms of the Acquisition represent an attractive premium of 71.9
per cent. to the closing price on 30 April 2024 (being the latest practicable
date prior to the date of this announcement);

·     the terms of the Acquisition represent a premium of approximately
55.4 per cent. to the volume weighted average price for the three months to 30
April 2024 (being the latest practicable date prior to the date of this
announcement);

·     the terms of the Acquisition represent a premium of approximately
13.6 per cent. to the volume weighted average price for the nine months to 30
April 2024 (being the latest practicable date prior to the date of this
announcement);

·     the Acquisition provides an opportunity for Trinity Shareholders to
participate fully in anticipated future value accretion;

·     the likelihood of broader appeal to a wider universe of potential
investors, as the increased size of the Combined Group should lead to
increased share liquidity across both the TSX and AIM; and

·     the Acquisition delivers greater potential upside and lower
execution risk to Trinity Shareholders than other options considered by the
Trinity Directors.

In considering the intention to recommend the Acquisition to Trinity
Shareholders, the Trinity Directors have given due consideration to the
intentions of Touchstone for the Trinity Group's management and employees.

The Trinity Directors acknowledge that Touchstone is intending to undertake a
full review of the Trinity Group's business following the successful
completion of the Acquisition and note that the review may result in headcount
reductions within the Trinity Group and notes the potential relocation and
consolidation of the Trinity Group's headquarters and headquarters function.

The Trinity Directors note Touchstone's intention to integrate both
businesses' portfolio of assets into a combined corporate and operating
structure and welcome Touchstone's expectation that there will be no
significant changes to Trinity's field production operations as a result.

The Trinity Directors also note that Touchstone intends to seek operating cost
benefits primarily derived from the rationalisation of duplicated group
functions and costs such as technical, operational and support functions,
including those related to being a public company, and that this may lead to
headcount reductions. The Trinity Directors welcome Touchstone's intention to
safeguard the existing statutory and contractual employments rights of Trinity
employees and management following completion of the Acquisition. The Trinity
Directors also acknowledge that Touchstone intends to align the terms and
conditions of employment of Trinity's employees with those of Touchstone's
existing employees in line with its own employment policies.

Given that detailed integration plans will still need to be finalised
following the successful completion of the Acquisition, the Trinity Directors
are unable to express a more detailed opinion on the impact of the Acquisition
on Trinity's management, employees and office locations.

The Trinity Directors further note Touchstone's confirmation that it does not
intend to create any research and development functions and also notes that
save as in relation to Trinity's current head office location in San Fernando,
Touchstone has no firm plans to redeploy the fixed assets of Trinity.

The Trinity Directors have considered alternative strategic options for the
future of the Trinity business and the likelihood of successfully executing
such alternatives (including the likelihood of successfully raising new
capital for small cap oil and gas companies in the current market
environment). Having sought to negotiate deliverable alternative proposals,
the Trinity Directors believe that the Acquisition represents a positive
outcome for shareholders, the majority of Trinity's employees as well as the
Trinity Group's customers and other stakeholders who will benefit from the
opportunities provided by a combination of Trinity with Touchstone given the
two businesses share a great deal in common. The Trinity Directors consider
Touchstone to be an appropriate custodian of Trinity as it embarks on its next
stage of growth and development as part of the Combined Group.

5        Recommendation

The Trinity Directors, who have been so advised by Houlihan Lokey as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to Trinity Directors, Houlihan
Lokey has taken into account the commercial assessments of the Trinity
Directors. In addition, the Trinity Directors consider the terms of the
Acquisition to be in the best interests of Trinity Shareholders as a whole.
Houlihan Lokey is providing independent financial advice to the Trinity
Directors for the purposes of Rule 3 of the Code.

Accordingly, the Trinity Directors intend to recommend unanimously that
Trinity Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting as those Trinity Directors
who hold Trinity Shares have irrevocably undertaken to do in respect of their
own beneficial holdings of 464,463 Trinity Shares representing, in aggregate,
approximately 1.2 per cent. of the existing issued ordinary share capital of
Trinity in issue on 30 April 2024 (excluding any Trinity Shares held in
treasury) being the latest practicable date prior to this announcement.

6        Irrevocable undertakings

As noted above, Touchstone has received irrevocable undertakings from each of
the Trinity Directors who hold Trinity Shares to vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the General
Meeting, in respect of a total of 464,463 Trinity Shares, representing
approximately 1.2 per cent. of the existing issued ordinary share capital of
Trinity on 30 April 2024 (excluding any Trinity Shares held in treasury) being
the latest practicable date prior to the date of this announcement.

Touchstone has also received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at the General
Meeting from Trinity Shareholders in respect of a total of 14,618,881 Trinity
Shares representing, in aggregate, approximately 37.7 per cent. of Trinity's
existing issued ordinary share capital on 30 April 2024 (excluding any Trinity
Shares held in treasury) being the latest practicable date prior to this
announcement.

Touchstone has therefore received irrevocable undertakings in respect of a
total of 15,083,344 Trinity Shares representing, in aggregate, approximately
38.9 per cent. of Trinity's existing issued ordinary share capital in issue on
30 April 2024 (excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.

7        Information on Touchstone

Touchstone is an oil and natural gas exploration and production company active
in the Republic of Trinidad and Tobago. Touchstone is one of the largest
independent oil producers in Trinidad, with assets in several reservoirs that
have an extensive internally estimated inventory of oil and natural gas
development and exploration opportunities.

In the first quarter of 2024, Touchstone achieved average daily net oil and
gas sales volumes of 7,015 boe/d, and for calendar 2024 has guided to average
daily production of between 9,100 and 9,700 boe/d, which is expected to
generate funds flow from operations of US$32 million. Touchstone had in place
proved plus probable gross reserves at its Trinidad oil and gas properties of
67.4 Mboe at 31 December 2023.

Touchstone's shares are admitted to trading on TSX and the AIM market of the
London Stock Exchange. Touchstone's current market capitalisation is £96.6
million as at 30 April 2024 (being the latest practicable date prior to this
announcement).

8        Information on Trinity

Trinity is an AIM quoted independent oil production company focused solely on
Trinidad and Tobago. Trinity operates producing and development assets both
onshore and offshore, in the shallow water West and East Coasts of Trinidad.

In 2023 Trinity produced 2,790 bopd (net) to Trinity. As at 31 December 2023,
management's estimate of the Trinity Group's proved plus probable Reserves was
12.91 MMBbls. Trinity Group 2C Contingent Resources are estimated to be 38.68
MMBbls as announced by Trinity in its 2023 year-end reserves update on 15
April 2024.

Trinity operates seven onshore oil leases from which it produced 1,495 bopd in
2023, accounting for 54 per cent. of the Trinity Group's net production.
Trinity actively manages its onshore asset portfolio in order to optimise
production and mitigate declines through the application of workover
activities, well recompletions, well swabbing and infill drilling.

In June 2023, Trinity was advised by the Ministry of Energy and Energy
Industries that its application for the Buenos Ayres block, onshore Trinidad
has been successful. The Buenos Ayres block is largely undrilled and therefore
represents an opportunity to unlock new oil reserves through exploration and
appraisal activities. An environmental impact assessment, required prior to
commencing drilling activities, is currently ongoing.

Trinity's west coast assets, the Point Ligoure-Guapo Bay-Brighton Marine
("PGB") and Brighton Marine ("BM") licences, are located offshore and produced
353 bopd (net to Trinity) during 2023, 13 per cent. of the Trinity Group's net
production. Trinity acquired its interests in the BM PGB and licences in 1999
and 2012 respectively.

Trinity has been operating and producing off the East Coast of Trinidad since
2013 under the Galeota Block. Trinity currently produces oil from three
platforms in the Trintes Field which resides within the Galeota Block. Net
production from the Trintes Field in 2023 was 943 bopd, representing 34 per
cent. of the Trinity Group's production over the period.

In addition to the producing reserve base, the Galeota Block contains 31.31
MMBbls of undeveloped 2C resources which represent a potential opportunity to
increase the future production from the Galeota Block.

As at 31 December 2023 Trinity had a cash balance of US$9.8 million including
drawn borrowings of US$4.0 million. As previously disclosed, Trinity expects
to report operating cashflow for the 12-month period ending 31 December 2023
of between US$10 million to US$12 million. The Trinity Group directly employed
281 employees as at 31 December 2023.  For the year ended 31 December 2022,
Trinity reported a profit before tax of US$2.5 million and as at 30 June 2023
it had net assets of US$56.5 million.

Trinity's registered office is in Leeds, and its principal office is located
in San Fernando in Trinidad, where the majority of its employees are based and
where its operational plans are formulated and executed. Trinity also has
employees based in Reading and Edinburgh.

9        Trinity Profit Estimates

On 27 April 2023, 20 July 2023, 23 October 2023 and 11 January 2024, Trinity
published quarterly updates which contained statements regarding the unaudited
EBITDA generated by Trinity for the corresponding quarterly periods, which
taken together result in an annual EBITDA figure for the 12 months ended 31
December 2023 of US$18.5 million.

On 26 April 2024, Trinity published a Q1 2024 update which contained a
statement regarding the unaudited EBITDA of US$4 million generated by Trinity
for the corresponding quarterly period.

The statements constitute ordinary course profit estimates for Trinity within
the meaning of Note 2 on Rule 28.1 of the Code (the "Trinity Profit
Estimates").

Basis of preparation and assumptions

The Trinity Profit Estimates are based on the unaudited management accounts of
the Trinity Group for the 12-month period ended 31 December 2023 and 3-month
period ended 31 March 2024. The Trinity Profit Estimates have been prepared in
accordance with Alternative Performance Measure guidelines used by the Trinity
Group to measure business performance. The Trinity Profit Estimates are not
based on any assumptions.

Trinity Directors' confirmation

The Trinity Directors have considered the Trinity Profit Estimates and confirm
that the Trinity Profit Estimates remain valid as at the date of this
announcement. The Trinity Directors confirm that the Trinity Profit Estimates
have been properly compiled in the manner stated in this paragraph 9 and that
the basis of accounting used is consistent with Trinity's accounting policies,
which are in accordance with IFRS and are those that Trinity applied in
preparing its annual report and accounts for the 12-month period ended 31
December 2022.

10      Strategic plans for Trinity, its Directors, management, employees
and locations

Touchstone's strategic plans for Trinity

Touchstone believes that the Acquisition complements Touchstone's existing
operations by adding further oil producing and exploration and development
assets in Trinidad into Touchstone's overall asset base. Touchstone intends to
integrate Touchstone's and Trinity's portfolio of assets into a combined
corporate and operating structure to best manage the producing assets, and the
development and exploration portfolio, and expects that there will be no
significant changes to Trinity's field production operations as a result.

Touchstone believes that the Combined Group will provide opportunities for the
management and employees of both companies, as enhanced growth prospects will
be presented from the combination of the two companies. Touchstone recognises
and holds in high regard the skills of Trinity's employees in operating
Trinity's offshore and onshore asset base in Trinidad and it expects that
Trinity's field operating teams will continue to operate its current producing
assets.

Touchstone has been granted access to Trinity's Board and executive management
team for the purposes of a limited due diligence exercise. As both Touchstone
and Trinity have an existing key operational and corporate presence in
Trinidad, including offices, Touchstone believes that there is likely to be
overlap in some technical, operations supervision, central and support
functions and property lease costs. However, Touchstone has not yet had access
to sufficiently detailed information to formulate detailed plans or intentions
regarding the impact of the Acquisition on Trinity and how the assets of the
Combined Group will be integrated and managed at an operational and divisional
level.

Consequently, following completion of the Acquisition, Touchstone intends to
complete a detailed review to determine an integration plan and the optimal
operating and divisional structure for the Combined Group, which it expects
will consider and confirm the potential to consolidate business and operating
locations and the extent of duplication of functions. Touchstone expects that
this will be completed within six months of the Effective Date.

Employees, management and pensions

Touchstone attaches importance to the skills and experience of Trinity's
employees and believes there is a strong understanding of the sector, geology,
asset base and operating environment within the Trinity organisation.
Touchstone recognises the significant contribution made by Trinity's employees
to Trinity's development to date and the contribution they can continue to
have to the long-term success of the Combined Group moving forward. Touchstone
therefore intends to build the combined business by drawing on upon the best
blend of skills and experience of both Trinity's and Touchstone's employees.

In the context of the post-closing review referred to above, Touchstone
believes that identifying and retaining key staff from both businesses is of
paramount importance to support the combined group going forwards and intends
to work collaboratively with Trinity to ensure that an appropriate balance of
skills and functions across the Combined Group is maintained.

As set out above, Touchstone expects that Trinity's field operating teams will
continue to operate its current producing assets. Touchstone's preliminary
desktop synergies analysis indicates that there will be a level of duplication
within technical, operations supervision, central, management and support
functions as well as those relating to Trinity being an AIM quoted company.
Touchstone therefore expects, pending completion of its post-closing review,
that in those specific areas there may be headcount reduction in order to
eliminate duplication of roles and create a single central, technical,
operational, management and administrative support function for the Combined
Group, to realise potential synergies going forwards and create an appropriate
fixed overhead base. Whilst the extent of the headcount reduction will depend
on the results of the post-closing review, Touchstone's current expectation is
that in these functions, headcount reductions could represent between
approximately 30 per cent and 40 per cent of Trinity's employees and
management. In the context of the post-closing review referred to above, any
specific proposals as to restructuring of operations and functions would only
be confirmed after this review has been completed. Any headcount reduction
would take place following consultation with employees and/or their
representatives as required by law and some reduction in headcount may arise
from natural attrition.

Save as set out above, Touchstone has no intention to make any material change
to the balance of skills and functions of the employees and management of the
Combined Group. Following completion of the Acquisition, Touchstone intends to
align the terms and conditions of employment of Trinity's employees with those
of Touchstone's existing employees in line with its own employment policies.

Touchstone confirms that it intends to fully safeguard the existing
contractual and statutory employment rights of all of Trinity's management and
employees in accordance with applicable law.

Trinity does not operate or contribute to any defined benefit pension schemes
in respect of its employees.

Board of directors of the Combined Group

It is intended that, following completion of the Acquisition, each executive
director and each non-executive director of Trinity will resign from the
Trinity Board with immediate effect.

Incentivisation arrangements

Following the Acquisition becoming Effective, Touchstone intends to review
Trinity's management, governance and incentive structures. Touchstone has not
entered into and has not had discussions concerning any form of
incentivisation arrangements with members of Trinity's management, but may
have discussions and enter into such discussions for certain members of
Trinity's management team following the Effective Date.

Locations, headquarters, research and development and fixed assets

Consistent with Touchstone's plan to combine and integrate Trinity and
Touchstone following the completion of the Acquisition to reduce duplicated
costs, in due course Touchstone expects to consolidate the two businesses'
office locations in Trinidad. Whilst no detailed plans have yet been made
concerning lease arrangements, Touchstone expects Trinity's current head
office location in San Fernando would be consolidated into Touchstone's future
Trinidad head office in San Fernando (which is currently under construction)
with employees migrated to this location within three months of the Effective
Date in order to reduce lease expenses. Touchstone also expects a
consolidation of the two businesses' field offices into Trinity's field office
with the relevant employees migrated to that location within three months of
the Effective Date. Touchstone will consider the most appropriate timing and
strategy for the consolidation of these locations as part of its post-closing
review, as set out above.

Trinity does not have a research and development function and Touchstone has
no plans in this regard.

Any potential redeployment of Trinity's fixed assets will be covered by
Touchstone's post-closing review. Pending the outcome of the post-closing
review exercise, save as set out above in relation to Trinity's current head
office location in San Fernando, Touchstone has no firm plans to redeploy the
fixed assets of Trinity.

Trading facilities

Trinity Shares are currently traded on AIM and a request will be made to the
London Stock Exchange to cancel the admission to trading on AIM of Trinity
Shares, to take effect from or shortly after the Effective Date. As stated in
paragraph 17, dealings in Trinity Shares are expected to be suspended prior to
the Effective Date and thereafter there will be no trading facilities in
relation to Trinity Shares.

No statements in this paragraph 10 are intended to be (nor should they be
considered to be) "post-offer undertakings" for the purposes of Rule 19.5 of
the Code.

11      Touchstone Current trading

Touchstone announced in its Annual Financial and Operating Results statement
on 21 March 2024 that since 31 December 2023 it had safely and successfully
drilled and cased the Cascadura-2 delineation well on the Ortoire block and
spudded the CO-374 well. In its operational update on 10 April 2024,
Touchstone announced the drilling results of the Cascadura-3 delineation well,
as well as the results of the drilling and casing of the CO-374 well and the
spudding of the CO-375 well, with drilling operations currently underway.

On 22 April 2024, Touchstone announced the closing of an additional US$10
million five-year non-revolving term loan facility and an increase to its
existing revolving loan facility borrowing capacity.

Touchstone's 2024 capital program is progressing as planned with a primary
focus on Cascadura field drilling, CO-1 infill well drilling and road and
pipeline construction to tie-in the Cascadura development wells to
Touchstone's natural gas facility. Touchstone continues to expect that the
majority of the estimated new production from the current capital activity is
expected to be weighted to the fourth quarter of 2024, following the expected
testing of the Cascadura-2 and Cascadura-3 wells in the third quarter of 2024
and Touchstone continues to maintain its preliminary 2024 guidance announced
on 19 December 2023.

12      Trinity Share Plan

Participants in the Trinity Share Plan will be contacted regarding the effect
of the Acquisition on their rights under the Trinity Share Plan and
appropriate proposals will be made to such participants in due course.

13      Dividends

If, on or after the date of this announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value is declared, made
or paid, or becomes payable by Trinity, the Acquisition Consideration shall be
reduced accordingly. In such circumstances, Trinity Shareholders shall be
entitled to retain any such dividend, distribution, or other return of value
declared, made, or paid. In view of the control premium offered by Touchstone,
the Trinity Directors have determined that a final dividend should not be
proposed at Trinity's 2024 annual general meeting.

14      Offer-related arrangements

Confidentiality Agreement

Touchstone and Trinity have entered into a mutual confidentiality agreement
dated 5 December 2023 pursuant to which each of Touchstone and Trinity has
undertaken, amongst other things, to: (i) keep confidential information
relating to the Acquisition and the other party and not to disclose it to
third parties (other than certain permitted parties) unless required by law or
regulation; and (ii) use the confidential information for the sole purpose of
discussing the potential Acquisition.

Co-operation Agreement

Touchstone and Trinity have entered into a Co-operation Agreement pursuant to
which:

·     Touchstone has agreed to use all reasonable efforts to implement the
Acquisition substantially in the form contemplated by this announcement;

·     Touchstone has agreed to be primarily responsible for contacting and
corresponding with the relevant regulatory authorities in relation to the
Regulatory Conditions with a view to satisfying the Regulatory Conditions as
soon as reasonably practicable (so as to enable the Acquisition to occur by
the Long-stop Date), subject to Trinity consulting and updating Touchstone to
a reasonable extent;

·     Trinity and Touchstone have agreed to certain customary undertakings
to co-operate in relation to such Regulatory Conditions;

·     Touchstone has agreed to provide Trinity with certain information as
may be reasonably requested and is required for the Scheme Document; and

·     Touchstone has agreed to provide certain customary undertakings in
relation to the conduct of its business during the course of the offer period.

The Co-operation Agreement records the intention of Trinity and Touchstone to
implement the Acquisition by way of the Scheme, subject to Touchstone's right
to switch to a Takeover Offer in certain circumstances. Trinity and Touchstone
have agreed to certain customary provisions if the Scheme should switch to a
Takeover Offer.

The Co-operation Agreement also contains certain provisions that shall apply
in respect of the Trinity Share Plan.

The Co-operation Agreement shall be terminated with immediate effect:

·     if Trinity and Touchstone so agree in writing at any time prior to
the Effective Date;

·     if this announcement is not released at or before 8:00 a.m. on 1 May
2024 (unless otherwise agreed between Trinity and Touchstone prior to that
time);

·     upon service of written notice by Touchstone to Trinity if: (i)
prior to the Long-stop Date, a third party announces a firm intention to make
an offer or revised offer for Trinity which is publicly recommended by the
Trinity Directors; (ii) the Trinity Directors change their recommendation in
certain circumstances; or (iii) prior to the Long-stop Date, a competing
proposal completes, becomes effective or is declared or becomes
unconditional;

·     upon service of written notice by Trinity to Touchstone if: (i) the
Trinity Directors change their recommendation in certain circumstances; or
(ii) a competing proposal completes, becomes effective or is declared or
becomes unconditional;

·     upon service of written notice by Touchstone to Trinity if the
Acquisition is being implemented by way of the Scheme and the Court Meeting,
Trinity General Meeting and/or the Court Hearing is not held on or before the
22nd day after the expected date set out in the Scheme Document (or such later
date as agreed by Trinity and Touchstone and allowed by the Court, if
required);

·     upon written notice by either party to the other if: (i) the Scheme
is not approved by the requisite majority of Trinity Shareholders at the Court
Meeting or the Trinity resolutions are not passed by the requisite majority of
Trinity Shareholders at the Trinity General Meeting; (ii) the Court refuses
to sanction the Scheme definitively; or (iii) prior to the Long-stop Date, a
third party announces a firm intention to make an offer for Trinity which
completes, becomes effective or is declared or becomes unconditional in all
respects;

·     upon service of written notice by Touchstone to Trinity stating that
a Condition has been invoked by Touchstone (where the invocation of the
relevant Condition has been permitted by the Panel) and such Condition is
incapable of waiver or satisfaction by the Long-stop Date;

·     if the Acquisition is withdrawn, lapses or terminates on or prior to
the Long-stop Date other than: (i) as a result of Touchstone's right to switch
to a Takeover Offer; or (ii) it is otherwise to be followed within five
Business Days by a Rule 2.7 announcement made by Touchstone by a different
offer or scheme on substantially the same or improved terms; or

·     unless otherwise agreed by the parties in writing or required by the
Panel, on the Effective Date, if it has not occurred on or before the
Long-stop Date.

15      New Touchstone Shares and fractional entitlements

The New Touchstone Shares will, when issued, be fully paid and non-assessable
common shares in the capital of Touchstone and holders thereof will have the
same rights and privileges, in all respects with regards to such New
Touchstone Shares, as the holders of Touchstone Shares in issue at the date of
this announcement.

Shares of non-UK companies (such as Touchstone) cannot be held and transferred
directly into the CREST system. Holders of Trinity Shares who hold their
Trinity Shares in uncertificated form (that is, in CREST) will be entitled to
Touchstone Depository Interests, representing the New Touchstone Shares to
which the relevant Trinity Shareholder is entitled under the terms of the
Acquisition. The Touchstone Depository Interests can be held and transferred
through the CREST system. It is expected that the Touchstone Shares in
relation to the Touchstone Depository Interests will trade on AIM under ISIN
CA89156L1085 in the same way as existing Touchstone Shares.

Fractions of New Touchstone Shares will not be issued pursuant to the
Acquisition. Entitlements to New Touchstone Shares pursuant to the Acquisition
will be rounded down to the nearest whole number of New Touchstone Shares.

Fractional entitlements to New Touchstone Shares will be aggregated and
allotted and issued to a nominee appointed by Touchstone and such shares will
then be sold in the market and the net proceeds of sale will be distributed in
due proportion to the Trinity Shareholders entitled to them. However, where
any one Trinity Shareholder's entitlement is £3.00 or less, such Trinity
Shareholder's entitlement will not be paid to them but will be retained for
the benefit of the Combined Group.

16      Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between Trinity and Trinity Shareholders
under Part 26 of the Companies Act although Touchstone reserves the right to
implement the Acquisition by means of a Takeover Offer (subject to Panel
consent and in accordance with the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Touchstone to become the holder of
the entire issued and to be issued ordinary share capital of Trinity. This is
to be achieved by the transfer of the Trinity Shares to Touchstone, in
consideration for which the Trinity Shareholders shall receive the New
Touchstone Shares on the basis set out in paragraph 2 of this announcement.

The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix I to this announcement and to be set out in the Scheme
Document and shall only become Effective, if, among other things, the
following events occur on or before 11.59 p.m. on the Long-stop Date:

(a)  the approval of the Scheme by a majority in number of the Trinity
Shareholders who are present and vote, whether in person or by proxy, at the
Court Meeting and who represent 75 per cent. in value of the Trinity Shares
voted by those Trinity Shareholders;

(b)  the resolutions required to approve and implement the Scheme being duly
passed by Trinity Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment thereof);

(c)  the receipt or waiver of anti-trust clearances in Trinidad and Tobago;

(d)  insofar as the Acquisition requires such approval, the receipt of
consent from the Minister;

(e)  the Regulatory Conditions;

(f)   the approval of the Scheme by the Court (with or without modification
but subject to any modification being on terms acceptable to Trinity and
Touchstone);

(g)  the delivery of a copy of the Court Order to the Registrar of Companies;
and

(h)  Admission becoming effective.

The Scheme will lapse if:

·     the Court Meeting and the General Meeting are not held by the 22nd
day after the expected date of such meetings to be set out in the Scheme
Document in due course (or such later date as may be agreed between Touchstone
and Trinity);

·     the Court Hearing is not held by the 22nd day after the expected
date of such hearing to be set out in the Scheme Document in due course (or
such later date as may be agreed between Touchstone and Trinity); or

·     the Scheme does not become Effective by no later than 11.59 p.m. on
the Long-stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Court Hearing as set out above may be waived by
Touchstone, and the deadline for the Scheme to become Effective may be
extended by agreement between Trinity and Touchstone.

Given the material importance of Trinity's operating assets in the context of
the Acquisition, and the Heritage Consents and Waivers in that regard, Trinity
Shareholders should be aware that, if any Regulatory Condition is not
satisfied, it would be Touchstone's intention to seek the Panel's consent to
invoke the relevant Regulatory Condition to cause the Acquisition to lapse.

Subject to satisfaction (or waiver, where applicable) of the Conditions, the
Scheme is expected to become Effective before the end of Q3 2024.

The Acquisition does not require the approval of Touchstone's Shareholders.

Upon the Scheme becoming Effective, it will be binding on all Trinity
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document which shall be
distributed to Trinity Shareholders (along with the Forms of Proxy for use in
connection with the Court Meeting and the General Meeting) in due course.

17      Listing of New Touchstone Shares and De-listing of Trinity Shares
and re-registration

Application will be made to the London Stock Exchange and TSX for Admission of
the New Touchstone Shares. It is expected that Admission will become effective
and dealings for normal settlement in the New Touchstone Shares will commence
at or shortly after 8.00 a.m. on the first Business Day following the
Effective Date.

Prior to the Scheme becoming Effective, application will be made by Trinity
for the cancellation of trading of the Trinity Shares on the AIM market of the
London Stock Exchange, in each case to take effect on or shortly after the
Effective Date. The last day of dealings in Trinity Shares is expected to be
the Business Day immediately prior to the Effective Date and no transfers
shall be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Trinity Shares shall
cease to be valid and entitlements to Trinity Shares held within the CREST
system shall be cancelled.

It is also proposed that, following the Effective Date and after its shares
are de-listed, Trinity shall be re-registered as a private limited company.

18      Disclosure of Interests in Trinity

Save in respect of the irrevocable undertakings referred to in paragraph 6
above, as at the close of business on 30 April 2024 (being the last
practicable date prior to the date of this announcement) neither Touchstone,
nor any of its directors, nor, so far as Touchstone is aware, any person
acting in concert (within the meaning of the Code) with it has neither:

(i)         any interest in or right to subscribe for any relevant
securities of Trinity;

(ii)        any short positions in respect of relevant Trinity Shares
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery;

(iii)       any Dealing Arrangement, in relation to Trinity Shares or in
relation to any securities convertible or exchangeable into Trinity Shares; or

(iv)       borrowed or lent any relevant Trinity Shares (including, for
these purposes, any financial collateral arrangements of the kind referred to
in Note 4 on Rule 4.6 of the Code), save for any borrowed shares which had
been either on-lent or sold.

'Interests in securities' for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
shall be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.

It has not been practicable for Touchstone to make enquiries of all of its
concert parties in advance of the release of this announcement. Therefore, all
relevant details in respect of Touchstone's concert parties shall be included
in the Opening Position Disclosure in accordance with Rule 8.1(a) and Note
2(a)(i) on Rule 8 of the Code.

19      General

Touchstone reserves the right to elect (with the consent of the Panel and in
accordance with the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer for the Trinity Shares as an
alternative to the Scheme. In such event, the Takeover Offer shall be
implemented on the same terms, so far as applicable, as those which would
apply to the Scheme, subject to appropriate amendments, including (without
limitation) an acceptance condition set at a level permitted by the Panel.

The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this announcement are set out in Appendix II to this announcement. A summary
of the irrevocable undertakings given in relation to the Acquisition is
contained in Appendix III to this announcement. Certain terms used in this
announcement are defined in Appendix IV to this announcement.

The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
Trinity Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) in due course. The Scheme Document
and Forms of Proxy shall be made available to all Trinity Shareholders at no
charge to them.

Houlihan Lokey, SPARK, Shore Capital and Canaccord Genuity have each given and
not withdrawn their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.

20      Documents available on website

Copies of the following documents will be made available on Touchstone's and
Trinity's websites at
https://www.touchstoneexploration.com/trinity-acquisition
(https://www.touchstoneexploration.com/trinity-acquisition) and
www.trinityexploration.com/investors/ respectively until the Effective Date:

·            this announcement;

·            the Confidentiality Agreement;

·            the Co-operation Agreement;

·            the irrevocable undertakings referred to in paragraph 6
above and summarised in Appendix III to this announcement; and

·            the consent letters from Houlihan Lokey, SPARK, Shore
Capital and Canaccord Genuity referred to in paragraph 19 above.

 

Enquiries:

 Touchstone
 Paul Baay, President and Chief Executive Officer                          +1 403 750 4487

 Brian Hollingshead, Vice President Engineering and Business Development

 John Wright, Chair of the Board of Directors
 Shore Capital (Lead Financial Adviser, Nominated Adviser and Joint Corporate
 Broker to Touchstone)
 Daniel Bush                                                               +44 (0)20 7408 4090

 Toby Gibbs

 Tom Knibbs
 Canaccord Genuity Limited (Co-Financial Adviser, and Joint Corporate Broker to
 Touchstone)
 Adam James                                                                +44 (0)20 7523 8000

 Ana Ercegovic
 FTI Consulting (PR Adviser to Touchstone)
 Ben Brewerton                                                             +44 (0) 20 3727 1000

 Nick Hennis

 Trinity
 Jeremy Bridglalsingh, Chief Executive Officer                             Via Vigo Consulting

 Julian Kennedy, Chief Financial Officer

 Nick Clayton, Non- Executive Chairman
 Houlihan Lokey UK Limited (Financial Adviser to Trinity)
 Tom Hughes                                                                +44 (0) 20 7839 3355

 Tim Richardson
 SPARK Advisory Partners Limited (Nominated Adviser to Trinity)
 Mark Brady                                                                +44 (0) 20 3368 3550

 James Keeshan
 Vigo Consulting Limited (PR Adviser to Trinity)
 Finlay Thompson                                                           +44 (0)20 7390 0230

 Patrick D'Ancona

 

Norton Rose Fulbright LLP is acting as legal adviser to Touchstone, and
Pinsent Masons LLP is acting as legal adviser to Trinity, in connection with
the Acquisition.

 

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.

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
Trinity and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Trinity for
providing the protections afforded to clients of Houlihan Lokey or for
providing advice in relation to contents of this announcement or any other
matters referred to in this announcement. Neither Houlihan Lokey 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 Houlihan Lokey in
connection with this announcement, any statement contained herein or
otherwise.

SPARK Advisory Partners Limited ("SPARK"), which is regulated by the FCA in
the United Kingdom, is acting exclusively as nominated adviser to Trinity and
no one else in connection with the matters referred to in this announcement,
and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the matters referred to in this
announcement and is not, and will not be, responsible to anyone other than
Trinity for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any transaction or
arrangement referred to in this announcement. Neither SPARK nor any of its
group undertakings 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 SPARK
in connection with this announcement or any matter referred to herein.

Further information

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.

The Acquisition will be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) which, together with the Forms of Proxy,
will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with English
law 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 England and Wales. The
Acquisition will be subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange, the TSX and the Financial Conduct Authority.

Trinity will prepare the Scheme Document to be distributed to Trinity
Shareholders. The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which, together
with the Forms of Proxy, will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Trinity Shareholders are advised to read the Scheme Document (including the
related Forms of Proxy) (and/or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document) carefully once
these become available because they will contain important information in
relation to the Acquisition, the New Touchstone Shares and the Combined Group.
Any vote in respect of resolutions to be proposed at the General Meeting, and
any decision in respect of the Scheme or other response in relation to the
Acquisition by Trinity Shareholders should be made only on the basis of the
information contained in the Scheme Document (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document).

This announcement contains inside information in relation to each of Trinity
and Touchstone for the purposes of Article 7 of the Market Abuse Regulation.
The person responsible for making this announcement on behalf of Trinity is
Jeremy Bridglalsingh, Chief Executive Officer and the person responsible for
making this announcement on behalf of Touchstone is Paul Baay, President and
Chief Executive Officer.

This announcement does not constitute a prospectus or prospectus exempted
document. The New Touchstone Shares are not being offered to the public by
means of this announcement.

Touchstone reserves the right to elect (with the consent of the Panel and
subject to the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Takeover Offer will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, subject
to appropriate amendments to reflect the change in structure by which the
Acquisition is to be implemented and compliance with all applicable laws.

Overseas shareholders

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

Unless otherwise determined by Touchstone or required by the Code, and
permitted by applicable law and regulation, the Acquisition shall 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 within a 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 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 announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) 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.

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. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

The New Touchstone Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Restricted Overseas Persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.

Additional Information for Trinity Shareholders Resident in the United States

Trinity Shareholders resident in the United States should note that the
Acquisition relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under, and governed by, the law
of England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"). Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. If, in the future, Touchstone
exercises the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Takeover Offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Any such Takeover Offer would be made in the United States by
Touchstone and no one else.

Financial information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting standards
under UK-adopted international accounting standards and in accordance with
International Financial Reporting Standards ("IFRS") and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

The New Touchstone Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States absent registration under the US Securities Act, or pursuant to
an exemption from such registration requirements and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. It is expected that the New Touchstone Shares will be issued in
reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Securities issued
pursuant to the Scheme will not be registered under any US state securities
laws and may only be issued to persons resident in a state pursuant to an
exemption from the registration requirements of the securities laws of such
state. Shareholders who will be "affiliates" (within the meaning of the US
Securities Act) of Trinity or Touchstone prior to, or of Touchstone after, the
Effective Date will be subject to certain US transfer restrictions relating to
the New Touchstone Shares received pursuant to the Scheme. For the purpose of
qualifying for the exemption provided by Section 3(a)(10) of the US Securities
Act, Touchstone will advise the Court that its sanctioning of the Scheme will
be relied on by Touchstone for the purposes of a Section 3(a)(10) exemption
following a hearing on the fairness of the terms and conditions of the Scheme
to Trinity Shareholders at which all Trinity Shareholders are entitled to
appear in person or through counsel to support or oppose the sanctioning of
the Scheme and with respect to which notification is given to all Trinity
Shareholders.

Touchstone and Trinity are each organised and located in a non-US jurisdiction
and some or all of their officers and directors may be residents of a non-US
jurisdiction. It may therefore be difficult for holders of Trinity Shares
located in the United States to enforce their rights and any claim arising out
of US securities law. It may not be possible to sue Touchstone and Trinity (or
their officers and directors) in a non-US court for violations of US
securities laws. Furthermore, it may be difficult to compel Touchstone and
Trinity and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.

The receipt of New Touchstone Shares by shareholders of Trinity in the United
States as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local income, franchise
or transfer, as well as foreign and other, tax laws. Each Trinity Shareholder
(including holders located in the United States) is urged to consult its
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them.

In accordance with normal UK practice and to the extent permitted under Rule
14e-5(b) of the US Exchange Act, Touchstone, certain affiliated companies and
their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Trinity Shares outside of
the United States, other than pursuant to the Acquisition, until the Effective
Date, lapses or is otherwise withdrawn. If such purchases or arrangements to
purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including English law, the Code and the US Exchange Act.
Any information about such purchases will be disclosed as required in the UK,
will be reported to the Regulatory News Service of the London Stock Exchange
and will be available on the London Stock Exchange website at
https://www.londonstockexchange.com/.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

Additional Information for Trinity Shareholders Resident in Canada

Trinity Shareholders resident in the Canada should note that the Acquisition
relates to the shares of an English company and is being made by means of a
scheme of arrangement provided for under, and governed by, the law of England
and Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under
Canadian securities law. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of
Canadian securities laws. If, in the future, Touchstone exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into Canada, the Acquisition will be made in compliance
with applicable Canadian securities laws or pursuant to an exemption
therefrom.

This announcement contains references to certain financial measures, including
some that do not have any standardized meaning prescribed by IFRS and that may
not be comparable to similar measures presented by other companies or
entities. These financial measures include funds flow from operations. See
page 48 of Touchstone's 2023 Annual Management's Discussion and Analysis dated
20 March 2024 for detailed reconciliations of non-IFRS financial measures.

The enforcement by Trinity Shareholders in Canada of civil liabilities under
the Canadian securities laws may be affected adversely by the fact that
Trinity is incorporated or organized under the laws of a jurisdiction other
than Canada, that some or all of Trinity's and Touchstone's officers and
directors may be residents of countries other than Canada, and that all or a
substantial portion of the assets of Touchstone and Trinity are located
outside Canada. It may therefore be difficult for holders of Trinity Shares
located in Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Trinity, or the
officers and directors of Touchstone and Trinity) in a non-Canadian court for
violations of Canadian securities laws. Furthermore, it may be difficult to
compel Trinity and its affiliates to subject themselves to the jurisdiction or
judgment of a Canadian court.

Trinity Shareholders residing in Canada should be aware that the Acquisition
described in the Scheme Document may have tax consequences in Canada and
should consult their own tax advisors to determine the particular tax
consequences to them of the Acquisition in light of their particular
circumstances, as well as any tax consequences that may arise under the laws
of any other relevant foreign, state, local or other taxing jurisdiction.

In accordance with normal UK practice Touchstone, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Trinity Shares, other than
pursuant to the Acquisition, until the Effective Date, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
English law and the Code. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory News
Service of the London Stock Exchange and will be available on the London Stock
Exchange website at https://www.londonstockexchange.com/.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in Canada. Any offers, solicitations or
offers to buy, or any sales of securities will be made in accordance with
registration and other requirements under applicable law.

No securities commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this announcement or the
merits of the securities described herein, and any representation to the
contrary is an offence.

Product Type Disclosures

This announcement includes references to crude oil, natural gas liquids,
natural gas, and average daily production volumes of Touchstone. 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, in respect of
Touchstone's production volumes, references to "crude oil" refer to "light
crude oil and medium crude oil" and "heavy crude oil" combined product types;
references to "natural gas liquids" refer to condensate; and references to
"natural gas" refer to the "conventional natural gas" product type, all as
defined in the instrument.

For information regarding specific product disclosures in accordance with NI
51-101, please refer to the "Advisories - Product Type Disclosures" section in
Touchstone's most recent Management's discussion and analysis accompanying
Touchstone's audited consolidated financial statements dated 31 December 2023.

Use of a Standard

The oil and natural gas reserves contained herein of Touchstone have generally
been prepared in accordance with Canadian disclosure standards, which are not
comparable in all respects to other foreign disclosure standards.

Oil and natural gas reserves of Touchstone in Trinidad disclosed or referenced
herein are based on the independent reserve evaluation prepared by GLJ Ltd.
dated February 29, 2024 with an effective date of 31 December 2023 (the
"Reserves Report"), which was prepared in accordance with NI 51-101 and the
Canadian Oil and Gas Evaluation Handbook ("COGE"). The disclosure herein
highlights certain information contained in the Reserves Report but represents
only a portion of the disclosure required under NI 51-101. Full disclosure and
related advisories with respect to Touchstone's reserves as at 31 December
2023 are included in Touchstone's 2023 Annual Information Form dated 20 March
2024.

Oil and natural gas reserves of Trinity disclosed or referenced herein are
estimates which were prepared by management. Trinity's disclosure was not
prepared in accordance with NI 51-101 and COGE, nor evaluated by an
independent qualified reserves evaluator or auditor.

Where applicable, natural gas has been converted to barrels of oil equivalent
(boe) based on six thousand cubic feet to one barrel (bbl) of oil. The barrel
of oil equivalent rate is based on an energy equivalent conversion method
primarily applicable at the burner tip and given that the value ratio based on
the current price of crude oil as compared to natural gas is significantly
different than the energy equivalency of the 6:1 conversion ratio, utilizing
the 6:1 conversion ratio may be misleading as an indication of value. This
conversion factor is an industry accepted norm and is not based on either
energy content or prices.

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 Touchstone or Trinity.
Forward-looking statements are predictive in nature, depend upon or refer to
future events or conditions, or include words such as "expect", "plan",
"anticipate", "believe", "intend", "maintain", "continue to", "pursue",
"design", "result in", "sustain" "estimate", "potential", "growth",
"near-term", "long-term", "forecast", "contingent" 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.

These statements may include, without limitation, statements regarding:
Touchstone's 2024 annual guidance, Touchstone's intention to acquire the
entire issued and to be issued ordinary share capital of Trinity; the intended
recommendation of the Trinity Directors to the Trinity Shareholders;
expectations regarding funds flow from operations resulting from Touchstone's
daily production; expectations with regards to the potential for Trinity's
portfolio to deliver meaningful reserves/resources growth; the expectation
that the Acquisition will be completed by way of a scheme of arrangement; the
anticipated ownership structure of the Combined Group; anticipated timing of
the Court Meeting and the General Meeting; expectations with respect to the
business, financial prospects and future opportunities for the Combined Group,
including that the Combined Group will be a leading Trinidad operator of
scale; the Combined Group's ability to invest in a larger portfolio of
development opportunities; expectations regarding the Combined Group's
enhanced development and exploration portfolio; the ability of the Combined
Group to benefit from enhanced efficiencies and synergies, including regarding
the complimentary nature of the Combined Group's technical and operational
experience; the expectation that the Acquisition will be accretive to funds
flows from operations; the anticipated increased trading liquidity of the
Combined Group's shares and that shareholders of the Combined Group will be
able to trade their Touchstone Shares on both the AIM and the TSX;
Touchstone's intention to conduct a detailed post-closing review of Trinity's
operations, and the anticipated timing thereof; expectations with respect to
the integration and retention of staff, as well as potential head count
reductions; regarding the board of directors of the Combined Group;
Touchstone's intentions with respect to Trinity's management, governance, and
incentive structures; expectations with respect to the consolidation of
business office and field office locations; expectations regarding the timing
of the listing of the new Touchstone Shares, and the de-listing of the Trinity
Shares;  the Combined Group's enhanced access to operational, tax and
corporate synergies; the combined company's dividend plans prior to the
Effective Date of the Acquisition; the anticipated closing conditions and
regulatory approvals pursuant to the Scheme; and the anticipated timing and
completion of the Acquisition, including the expected Effective Date of the
Scheme.

In addition, information and statements relating to reserves are by their
nature forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves described exist
in the quantities predicted or estimated, and can be profitably produced in
the future. The recovery and reserve estimates of Touchstone's reserves
provided herein are estimates only, and there is no guarantee that the
estimated reserves will be recovered. Consequently, actual results may differ
materially from those anticipated in the forward-looking statements.

This announcement includes a summary of Touchstone's initial 2024 capital
budget and preliminary guidance, which includes, but is not limited to,
forward looking statements relating to: the focus of Touchstone's 2024 capital
plan, including pursuing developmental drilling activities and optimizing
existing natural gas and liquids infrastructure capacity; anticipated 2024
annual average production; forecasted production decline rates; anticipated
timing of developmental and exploration drilling production; anticipated 2024
capital expenditures including estimations of costs and inflation incorporated
therein; expected drilling activities, including locations and the timing
thereof; anticipated timing of well tie-in operations; forecasted 2024 average
Brent reference price and the Company's budgeted realized price in relation
thereto; forecasted royalty, operating, general and administration, cash
finance and income tax expenses; anticipated funds flow from operations and
net debt; and Touchstone's future financial position, including the
sufficiency of resources to fund future capital expenditures and maintain
financial liquidity. For further information regarding 2024 guidance and the
related advisories, refer to Touchstone's news release dated 19 December 2023
entitled "Touchstone Announces 2024 Capital Budget, Preliminary 2024 Guidance
and an Operational Update" which is available online on Touchstone's SEDAR+
profile (www.sedarplus.ca) and website (www.touchstoneexploration.com).

Forward-looking statements are based upon, among other things, factors,
expectations and assumptions that Touchstone and Trinity have made as at the
date of this announcement regarding, among other things: the satisfaction of
the conditions to closing of the Acquisition in a timely manner, if at all,
including the receipt of all necessary approvals; that the Acquisition will
comply with all applicable requirements of the Code, the Panel, the London
Stock Exchange, the TSX and the Financial Conduct Authority; the Combined
Group's ability to successfully integrate the businesses and assets of
Touchstone and Trinity; Touchstone's ability to issue Touchstone Shares
pursuant to the Acquisition; sources of funding that each of Touchstone and
Trinity have relied upon in the past continue to be available to the combined
company on terms favourable to the Combined Group; and that the Combined Group
will have access to sufficient capital to pursue future development plans.

Undue reliance should not be placed on the forward-looking statements because
no assurance can be given 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. These risks include, but
are not limited to: the completion and timing of the Acquisition; the ability
of Touchstone and Trinity to receive, in a timely manner, the necessary
regulatory, Court, shareholder, stock exchange and other third-party approvals
and to satisfy the other conditions to closing of the Acquisition; the ability
of the parties to complete the Acquisition on the terms contemplated by
Touchstone and Trinity or at all; the ability of the Combined Group to realize
the anticipated benefits of, and synergies and savings from, the Acquisition;
consequences of not completing the Acquisition, including the volatility of
the share prices of Touchstone and Trinity, negative reactions from the
investment community, and the required payment of certain costs related to the
termination of the Acquisition; and the focus of management's time and
attention on the Acquisition and other disruptions arising from the
Acquisition.

Except as may be required by applicable securities laws, neither Touchstone
nor Trinity assume any obligation or intent to update publicly or revise any
forward-looking statements made herein, whether as a result of new
information, future events or otherwise.

TSX Disclaimer and Listing Matters

The TSX does not accept responsibility for the adequacy or accuracy of this
announcement. No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained herein.

Touchstone will apply to list the New Touchstone Shares issuable in connection
with the Acquisition on the TSX. Such listing will be subject to Touchstone
fulfilling all of the listing requirements of the TSX.

No profit forecasts or estimates

Save for the Trinity Profit Estimates, no statement in this announcement is
intended as a profit forecast or estimate for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Touchstone or Trinity, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Touchstone or Trinity, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Trinity Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Trinity may be
provided to Touchstone during the offer period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Touchstone's and Trinity's websites at
https://www.touchstoneexploration.com/trinity-acquisition
(https://www.touchstoneexploration.com/trinity-acquisition) and
www.trinityexploration.com/investors/  respectively by no later than 12 noon
(London time) on 2 May 2024. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this announcement.

Trinity Shareholders, persons with information rights and participants in the
Trinity Share Plan may request a hard copy of this announcement by: (i)
contacting Trinity's Registrar, Link Group, during business hours on 0371 664
0300 if calling from the United Kingdom, or +44 (0) 371 664 0300  if calling
from outside the United Kingdom (lines are open from 9.00 a.m. to 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales)); or (ii)
by submitting a request in writing to Link Group, Central Square, 29
Wellington Street, Leeds LS1 4DL. A person so entitled may also request that
all future documents, announcements and information in relation to the
Acquisition be sent to them in hard copy form.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Trinity confirms that as at the date
of this announcement, it has in issue and admitted to trading on the AIM
market of the London Stock Exchange 39,899,813 ordinary shares of US$ 0.01
each (excluding 1,096,819 ordinary shares held in treasury). Accordingly, the
total number of voting rights in Trinity is 38,802,994. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00BN7CJ686.

In accordance with Rule 2.9 of the Code, Touchstone confirms that, as at the
date of this announcement, it has in issue and admitted to trading and listing
(as the case may be) on the AIM market of the London Stock Exchange and/or TSX
234,212,726 common shares. The International Securities Identification Number
(ISIN) of the ordinary shares is CA89156L1085.

 

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

 

Part A: Conditions to the Scheme and the Acquisition

1        The Acquisition is conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by no later than 11.59 p.m.
on the Long-stop Date or such later date (if any) as Touchstone and Trinity
may, with the consent of the Panel, agree and, if required, the Court may
allow.

2        The Scheme shall be subject to the following conditions:

2.1

(i)           its approval by a majority in number of the Trinity
Shareholders who are present and vote, whether in person or by proxy, at the
Court Meeting and who represent 75 per cent. or more in value of the Trinity
Shares voted by those Trinity Shareholders; and

(ii)          such Court Meeting being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as may be agreed by Touchstone and
Trinity and, if required, the Court may allow);

2.2

(i)           the resolutions required to implement the Scheme being duly
passed by Trinity Shareholders representing 75 per cent. or more of votes cast
at the General Meeting; and

(ii)          such General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date as may be agreed by Touchstone and
Trinity and, if required, the Court may allow);

2.3

(i)           the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Trinity and Touchstone) and the delivery of a copy of the Court Order to the
Registrar of Companies; and

(ii)          the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date as may be agreed by Touchstone and
Trinity and, if required, the Court may allow);

3        In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the Court Order shall not be delivered
to the Registrar of Companies unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:

Admission of the New Touchstone Shares

(a)        the London Stock Exchange having acknowledged to Touchstone or
its agent (and such acknowledgement not having been withdrawn) that the New
Touchstone Shares will be admitted to trading on the AIM market of the London
Stock Exchange;

(b)       confirmation having been received by Touchstone of the acceptance
by TSX of the listing of the New Touchstone Shares and any other Touchstone
Shares issuable in connection with the Acquisition on customary post-closing
conditions;

          Regulatory and Antitrust

(c)        Heritage having provided its written consent to the Acquisition
under the terms of the LOAs, the Galeota JOA and the Royalty Conversion
Agreements in a form and subject to conditions (if any) that are reasonably
satisfactory to Touchstone;

(d)       the waiver (or non-exercise within any applicable time limits) by
Heritage of any right of pre-emption, right of first offer or refusal or any
similar or analogous right, arising as a result of or in connection with the
Acquisition under the terms of the JOAs (other than the Galeota JOA in
circumstances where Heritage has already provided its prior written consent)
in a form and subject to conditions (if any) that are reasonably satisfactory
to Touchstone;

(e)        insofar as the Acquisition requires such approval, the Minister
having provided his consent to the Acquisition in a form and subject to
conditions (if any) that are reasonably satisfactory to Touchstone;

(f)        the occurrence of either of the following events:

(i)     the Trinidad and Tobago Fair Trading Commission (the "Trinidad and
Tobago Commission") having informed the applicant enterprise of the Trinidad
and Tobago Commission's determination to grant permission for the Acquisition
pursuant to S. 14(2) of the Fair Trading Act, Ch. 81:13 of the laws of
Trinidad and Tobago, in a form and subject to conditions (if any) that are
reasonably satisfactory to Touchstone; or

(ii)    the Trinidad and Tobago Commission having confirmed in writing to
the applicant enterprise that the Acquisition does not fall within the scope
of S. 14(1)(b) of the Fair Trading Act, Chap. 81:13 of the laws of Trinidad
and Tobago;

Notifications, waiting periods and Authorisations

(g)       all material notifications, filings or applications which are
necessary or considered appropriate or desirable by Touchstone having been
made in connection with the Acquisition and all necessary waiting periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with in each case in respect of the Acquisition and all
Authorisations deemed necessary or appropriate by Touchstone in any
jurisdiction for or in respect of the Acquisition and, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed
acquisition of any shares or other securities in, or control or management of,
Trinity or any other member of the Wider Trinity Group by any member of the
Wider Touchstone Group having been obtained in terms and in a form reasonably
satisfactory to Touchstone from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or bodies with
whom any member of the Wider Trinity Group or the Wider Touchstone Group has
entered into contractual arrangements and all such Authorisations necessary,
appropriate or desirable to carry on the business of any member of the Wider
Trinity Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at which the
Acquisition becomes otherwise unconditional and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify or not to
renew such Authorisations;

(h)        no antitrust regulator or Third Party having given notice of a
decision to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference (and in each case, not having
withdrawn the same), or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in each case,
not having withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might:

(i)         require, prevent or delay the divestiture or alter the terms
envisaged for such divestiture by any member of the Wider Touchstone Group or
by any member of the Wider Trinity Group of all or any part of its businesses,
assets or property or impose any limitation on the ability of all or any of
them to conduct their businesses (or any part thereof) or to own, control or
manage any of their assets or properties (or any part thereof);

(ii)        except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider Touchstone Group or the Wider Trinity Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Trinity Group or any asset owned by any
Third Party (other than in the implementation of the Acquisition);

(iii)       impose any limitation on, or result in a delay in, the ability
of any member of the Wider Touchstone Group directly or indirectly to acquire,
hold or to exercise effectively all or any rights of ownership in respect of
shares or other securities in Trinity or on the ability of any member of the
Wider Trinity Group or any member of the Wider Touchstone Group directly or
indirectly to hold or exercise effectively all or any rights of ownership in
respect of shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider Trinity Group;

(iv)       otherwise adversely affect any or all of the business, assets,
profits or prospects of any member of the Wider Trinity Group or any member of
the Wider Touchstone Group;

(v)        result in any member of the Wider Trinity Group or any member
of the Wider Touchstone Group ceasing to be able to carry on business under
any name under which it presently carries on business;

(vi)       make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Trinity by any member of the Wider Touchstone Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly prevent or prohibit, restrict, restrain, or
delay or otherwise interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge, impede,
interfere or require amendment of the Acquisition or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Trinity by any member of the Wider Touchstone Group;

(vii)      require, prevent or delay a divestiture by any member of the
Wider Touchstone Group of any shares or other securities (or the equivalent)
in any member of the Wider Trinity Group or any member of the Wider Touchstone
Group; or

(viii)     impose any limitation on the ability of any member of the Wider
Touchstone Group or any member of the Wider Trinity Group to conduct,
integrate or co-ordinate all or any part of its business with all or any part
of the business of any other member of the Wider Touchstone Group and/or the
Wider Trinity Group,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any Trinity Shares or otherwise intervene having expired,
lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(i)         except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Trinity Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or the acquisition or the proposed acquisition by any member of
the Wider Touchstone Group of any shares or other securities (or the
equivalent) in Trinity or because of a change in the control or management of
any member of the Wider Trinity Group or otherwise, could or might reasonably
be expect to result in:

(i)         any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider Trinity
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;

(ii)        the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider Trinity Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen) becoming enforceable;

(iii)       any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider Trinity Group being
adversely modified or adversely affected or any obligation or liability
arising or any adverse action being taken or arising thereunder;

(iv)       any liability of any member of the Wider Trinity Group to make
any severance, termination, bonus or other payment to any of its directors, or
other officers;

(v)        the rights, liabilities, obligations, interests or business of
any member of the Wider Trinity Group or any member of the Wider Touchstone
Group under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider Trinity
Group or any member of the Wider Touchstone Group in or with any other person
or body or firm or company (or any arrangement or arrangement relating to any
such interests or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or liability arising
or any adverse action being taken thereunder;

(vi)       any member of the Wider Trinity Group ceasing to be able to
carry on business under any name under which it presently carries on business;

(vii)      the value of, or the financial or trading position or prospects
of, any member of the Wider Trinity Group being prejudiced or adversely
affected; or

(viii)     the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Trinity Group other than trade
creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Trinity Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or might result in
any of the events or circumstances as are referred to in Conditions 3(j)(i) to
(viii);

Certain events occurring since 31 December 2023

(j)         except as Disclosed, no member of the Wider Trinity Group
having since 31 December 2023:

(i)         issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of additional shares
of any class, or securities or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such
shares, securities or convertible securities or transferred or sold or agreed
to transfer or sell or authorised or proposed the transfer or sale of Trinity
Shares out of treasury (except, where relevant, as between Trinity and
wholly-owned subsidiaries of Trinity or between the wholly-owned subsidiaries
of Trinity and except for the issue or transfer out of treasury of Trinity
Shares on the exercise of employee share options or vesting of employee share
awards in the ordinary course under the Trinity Share Plan);

(ii)        recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any
wholly-owned subsidiary of Trinity to Trinity or any of its wholly-owned
subsidiaries;

(iii)       other than pursuant to the Acquisition (and except for
transactions between Trinity and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Trinity and transactions in the ordinary course
of business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is material in
the context of the Wider Trinity Group taken as a whole;

(iv)       except for transactions between Trinity and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Trinity, and except
for transactions in the ordinary course of business, disposed of, or
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset or authorised, proposed or announced any
intention to do so;

(v)        except for transactions between Trinity and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Trinity, issued,
authorised or proposed or announced an intention to authorise or propose, the
issue of or made any change in or to the terms of any debentures or become
subject to any contingent liability or incurred or increased any indebtedness
which is material in the context of the Wider Trinity Group as a whole;

(vi)       entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which is or which involves or could involve an obligation of a nature or
magnitude which is or could be restrictive on the business of any member of
the Wider Trinity Group which is or could be material in the context of the
Wider Trinity Group as a whole;

(vii)      entered into or varied the terms of, or made any offer (which
remains open for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director or senior
executive of any member of the Wider Trinity Group;

(viii)     proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Trinity Group which are
material in the context of the Wider Trinity Group taken as a whole;

(ix)       purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;

(x)        except in the ordinary course of business, waived, compromised
or settled any claim which is material in the context of the Wider Trinity
Group as a whole;

(xi)       terminated or varied the terms of any agreement or arrangement
between any member of the Wider Trinity Group and any other person in a manner
which would or might reasonably be expected to have a material adverse effect
on the financial position of the Wider Trinity Group taken as a whole;

(xii)      made any alteration to its memorandum or articles of association
or other incorporation documents;

(xiii)     except in relation to changes made or agreed as a result of, or
arising from, changes to legislation, made or agreed or consented to any
change to:

(a)      the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Trinity Group for its
directors, employees or their dependants;

(b)      the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;

(c)      the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or

(d)      the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider
Trinity Group;

(xiv)     been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;

(xv)      taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;

(xvi)     (except for transactions between Trinity and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries), made, authorised,
proposed or announced an intention to propose any change in its loan capital;

(xvii)    entered into, implemented or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities;

(xviii)    having taken (or agreed or proposed to take) any action which
requires or would require the consent of the Panel or the approval of Trinity
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code; or

(xix)     entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3((k));

No adverse change, litigation, regulatory enquiry or similar

(k)        except as Disclosed, since 31 December 2023 there having been:

(i)         no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Trinity Group;

(ii)        no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of, any member of the
Wider Trinity Group or to which any member of the Wider Trinity Group is or
may become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Trinity Group, in each case which might
reasonably be expected to have a material adverse effect on the Wider Trinity
Group taken as a whole;

(iii)       no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Trinity Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Trinity
Group, in each case which might reasonably be expected to have a material
adverse effect on the Wider Trinity Group taken as a whole;

(iv)       no contingent or other liability having arisen or become
apparent to Touchstone or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the business, assets,
financial or trading position or profits or prospects of any member of the
Wider Trinity Group to an extent which is material in the context of the Wider
Trinity Group taken as a whole; and

(v)        no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Trinity Group
which is necessary for the proper carrying on of its business;

No discovery of certain matters regarding information, liabilities and
environmental issues

(l)         Touchstone not having discovered that:

(i)         no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Trinity Group;

(ii)        any financial, business or other information concerning the
Wider Trinity Group publicly announced prior to the date of this announcement
or disclosed at any time to any member of the Wider Touchstone Group by or on
behalf of any member of the Wider Trinity Group prior to the date of this
announcement is misleading, contains a misrepresentation of any fact, or omits
to state a fact necessary to make that information not misleading, in any such
case to a material extent;

(iii)        any member of the Wider Trinity Group or any partnership,
company or other entity in which any member of the Wider Trinity Group has a
significant economic interest and which is not a subsidiary undertaking of
Trinity is, otherwise than in the ordinary course of business, subject to any
liability, contingent or otherwise and which is material in the context of the
Wider Trinity Group taken as a whole;

(iv)       any past or present member of the Wider Trinity Group has not
complied in any material respect with all applicable legislation, regulations
or other requirements of any jurisdiction or any Authorisations relating to
the use, treatment, storage, carriage, disposal, discharge, spillage, release,
leak or emission of any waste or hazardous substance or any substance likely
to impair the environment (including property) or harm human or animal health
or otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any material
liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Trinity Group;

(v)        there has been a material disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous substance or
any substance likely to impair the environment (including any property) or
harm human or animal health which (whether or not giving rise to
non-compliance with any law or regulation), would be likely to give rise to
any material liability (whether actual or contingent) on the part of any
member of the Wider Trinity Group;

(vi)       there is or is likely to be any obligation or liability (whether
actual or contingent) or requirement to make good, remediate, repair,
reinstate or clean up any property, asset or any controlled waters currently
or previously owned, occupied, operated or made use of or controlled by any
past or present member of the Wider Trinity Group (or on its behalf), or in
which any such member may have or previously have had or be deemed to have had
an interest, under any environmental legislation, common law, regulation,
notice, circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated therewith or
indemnify any person in relation thereto; or

(vii)       circumstances exist (whether as a result of making the
Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting (or whereby any member of the Wider Trinity Group
would be likely to be required to institute), an environment audit or take any
steps which would in any such case be reasonably likely to result in any
actual or contingent liability to improve or install new plant or equipment or
to make good, repair, reinstate or clean up any property of any description or
any asset now or previously owned, occupied or made use of by any past or
present member of the Wider Trinity Group (or on its behalf) or by any person
for which a member of the Wider Trinity Group is or has been responsible, or
in which any such member may have or previously have had or be deemed to have
had an interest;

Anti-corruption

(m)       Touchstone not having discovered that:

(i)         any member of the Wider Trinity Group or any person that
performs or has performed services for or on behalf of any such company is or
has engaged in any activity, practice or conduct which would constitute an
offence under the Bribery Act 2010 or any other applicable anti-corruption
legislation; or

(ii)        any member of the Wider Trinity Group has engaged in any
transaction which would cause any member of the Wider Touchstone Group to be
in breach of applicable law or regulation upon completion of the Acquisition,
including the economic sanctions of the United States Office of Foreign Assets
Control or HM Treasury, or any government, entity or individual targeted by
any of the economic sanctions of the United Nations, United States or the
European Union or any of its member states;

No criminal property

(n)        Touchstone not having discovered that any asset of any member
of the Wider Trinity Group constitutes criminal property as defined by Section
340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of
that definition).

Part B: Certain further terms of the Acquisition

4        Subject to the requirements of the Panel, Touchstone reserves the
right, in its sole discretion, to waive, in whole or in part, all or any of
the Conditions set out in Part A of Appendix I above, except Conditions
2.1(i), 2.2(i) and 2.3(i), which cannot be waived. If any of Conditions
2.1(ii), 2.2(ii), and 2.3(ii) is not satisfied by the relevant deadline
specified in the relevant Condition, Touchstone shall make an announcement by
8.00 a.m. on the Business Day following such deadline confirming whether it
has invoked the relevant Condition, waived the relevant deadlines, or agreed
with Trinity to extend the relevant deadline.

5        If Touchstone is required by the Panel to make an offer for
Trinity Shares under the provisions of Rule 9 of the Code, Touchstone may make
such alterations to any of the above Conditions and terms of the Acquisition
as are necessary to comply with the provisions of that Rule.

6        Touchstone shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix I above that are capable of waiver by
a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.

7        Under Rule 13.5(a) of the Code and subject to paragraph 5 below,
Touchstone may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse, or to be withdrawn with the consent of the Panel. The Panel
shall normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to Touchstone
in the context of the Acquisition. This shall be judged by reference to the
facts of each case at the time that the relevant circumstances arise.

8        Condition 1, Conditions 2.1, 2.2 and 2.3, and Conditions 3(a) and
3(b), in Part A of Appendix I above, and, if applicable, any acceptance
condition if the Acquisition is implemented by means of a takeover offer, are
not subject to Rule 13.5(a) of the Code.

9        Any Condition that is subject to Rule 13.5(a) of the Code may be
waived by Touchstone.

10      The Trinity Shares acquired under the Acquisition shall be acquired
fully paid and free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or accruing to
them, including, without limitation, voting rights and the right to receive
and retain in full all dividends and other distributions (if any) declared,
made or paid, or any other return of value (whether by reduction of share
capital or share premium account or otherwise) made on or after the Effective
Date.

11      If, on or after the date of this announcement and prior to or on
the Effective Date, any dividend, distribution or other return of value is
declared, paid or made, or becomes payable by Trinity, Touchstone reserves the
right (without prejudice to any right of Touchstone, with the consent of the
Panel, to invoke Condition 3(j)(ii) of Appendix I above) to reduce the
consideration payable under the Acquisition to reflect the aggregate amount of
such dividend, distribution, or other return of value or excess. In such
circumstances, Trinity Shareholders shall be entitled to retain any such
dividend, distribution, or other return of value declared, made, or paid.

12      If on or after the date of this announcement, and to the extent
that any such dividend, distribution or other return of value has been
declared, paid, or made, or becomes payable by Trinity on or prior to the
Effective Date and Touchstone exercises its rights under this paragraph 8 to
reduce the consideration payable under the terms of the Acquisition, any
reference in this announcement to the consideration payable under the terms of
the Acquisition shall be deemed to be a reference to the consideration as so
reduced.

13      If and to the extent that such a dividend, distribution, or other
return of value has been declared or announced, but not paid or made, or is
not payable by reference to a record date on or prior to the Effective Date
and is or shall be: (i) transferred pursuant to the Acquisition on a basis
which entitles Touchstone to receive the dividend, distribution, or other
return of value and to retain it; or (ii) cancelled, the consideration payable
under the terms of the Acquisition shall not be subject to change in
accordance with this paragraph 8.

14      Touchstone also reserves the right to reduce the consideration
payable under the Acquisition in such circumstances as are, and by such amount
as is, permitted by the Panel.

15      Any exercise by Touchstone of its rights referred to in this
paragraph 8 shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
Acquisition.

16      Touchstone reserves the right to elect (with the consent of the
Panel, and subject to the terms of the Co-operation Agreement) to implement
the Acquisition by way of a Takeover Offer for the Trinity Shares as an
alternative to the Scheme. In such event, the Takeover Offer shall be
implemented on the same terms, so far as applicable, as those which would
apply to the Scheme, subject to appropriate amendments, including (without
limitation) an acceptance condition set at a level permitted by the Panel.

17      The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements. The New Touchstone Shares to be
issued pursuant to the Acquisition have not been and will not be registered
under the US Securities Act or the laws of any state, district or other
jurisdiction of the United States or registered or qualified under any of the
relevant securities laws of any other Restricted Jurisdiction, including
Canada. Accordingly, the New Touchstone Shares may not be offered, sold or
delivered, directly or indirectly, in the United States or any other
Restricted Jurisdiction, except pursuant to exemptions from applicable
requirements of any such jurisdiction (including the exemption from the
prospectus requirements of Canadian securities laws provided by Section 2.11
of National Instrument 45-106 and the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof).

18      The Acquisition is not being made, directly or indirectly, in, into
or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.

19      The Acquisition is governed by the law of England and Wales and is
subject to the jurisdiction of the courts of England and Wales and to the
Conditions and further terms set out in this Appendix I and to be set out in
the Scheme Document. The Acquisition is subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the TSX and the Financial
Conduct Authority.

20      The New Touchstone Shares will be issued as fully paid and
non-assessable and holders thereof will have the same rights and privileges,
in all respects with regards to such Touchstone Shares as the holders of
Touchstone Shares in issue at the time, including the right to receive and
retain in full all dividends and other distributions (if any) announced,
declared, made or paid, or any other return of capital (whether by reduction
of share capital or share premium account or otherwise) made, in each case by
reference to a record date falling on or after the Effective Date.

21      Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.

22      The Acquisition is subject to, inter alia, the Conditions set out
in Part A and Part B of this Appendix I to this announcement. The Acquisition
is also subject to the full terms and conditions which will be set out in the
Scheme Document and such further terms as may be required to comply with the
AIM Rules, the TSX Rules and the provisions of the Code.

 

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.

1.       Financial information relating to Touchstone has been extracted or
derived (without any adjustment) from the audited financial statements and
management discussion and analysis of Touchstone for the financial year ended
31 December 2023 and Touchstone's announcement dated 21 March 2024 of its
final results for the same period.

2.       Financial information relating to Trinity has been extracted or
derived (without any adjustment) from the audited annual report and accounts
of Trinity for the financial year ended 31 December 2022 and Trinity's
announcement dated 28 September 2023 of its half year results to 30 June 2023.

3.       Touchstone's Q1 2024 operational performance has been extracted or
derived (without any adjustment) from its announcement dated 10 April 2024 and
its 2024 budgeted operational and financial guidance has been extracted or
derived (without any adjustment) from its announcement dated 19 December 2023.

4.       Trinity's Q1 2024 operational performance has been extracted or
derived (without any adjustment) from its announcement dated 26 April 2024 and
its 2024 budgeted operational and financial guidance has been extracted or
derived (without any adjustment) from its announcement dated 1 February 2024.

5.       The value of the each Trinity Share is calculated:

·      by reference to the price of 36 pence per Trinity Share, being the
Closing Price on 30 April 2024 (being the latest practicable date prior to
this announcement); and

·      by reference to the price of 41.25 pence per Touchstone Share,
being the Closing Price on 30 April 2024 (being the latest practicable date
prior to this announcement); and

·      the exchange ratio of 1.5 New Touchstone Shares in exchange for
each Trinity Share; and

·      on the basis of the existing number of Trinity Shares in issue
referred to in paragraph 6 below.

6.       As at the close of business on 30 April 2024, being the latest
practicable date prior to this announcement, Touchstone had in issue
234,212,726 Touchstone Shares and Trinity had in issue 39,899,813 Trinity
Shares. Trinity holds 1,096,819 Trinity Shares in treasury. Therefore the
total voting rights in issue in Trinity at the latest practicable date is
38,802,994.

7.       The fully diluted share capital of Trinity (being 38,894,068
Trinity Shares) is calculated on the basis:

·      of the number of issued Trinity Shares less the Trinity Shares held
in treasury both as referred to in paragraph 6 above; and

·      91,074 Trinity Shares which are expected to be transferred out of
treasury after the date of this Announcement in order to satisfy the exercise
of options under the Trinity Share Plan (as calculated on the last practicable
date prior to the date of this announcement).

8.       Unless otherwise stated, all prices, volume weighted average
prices and Closing Prices for Trinity Shares and Touchstone Shares are based
upon London Stock Exchange quotations derived from FactSet for the relevant
periods and have been rounded to one decimal place.

9.       Pro forma production is quoted on the basis of 2024 average daily
production guidance by Touchstone on 19 December 2023 (9,100 to 9,700 barrels
of oil equivalent per day), and by Trinity on 1 February 2024 (2,600 to 2,700
barrels of oil per day); pro forma reserves is quoted on the basis of 67.4
MMboe of proved plus probable reserves for Touchstone quoted in Touchstone's
31 December 2023 reserve report and 12.9 MMboe of reserves at 31 December 2023
for Trinity quoted in Trinity's announcement of 26 April 2023.

10.     A GBP:USD exchange rate as at 30 April 2024 of 1:1.2521 has been
used throughout this announcement.

 

 

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings from Trinity Directors and Shareholders

The following holders or controllers of Trinity Shares have given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting and, if Touchstone exercises
its right to implement the Acquisition by way of a Takeover Offer, to accept
or procure acceptance of such offer:

Part A - Trinity Directors' Irrevocable Undertakings

 Name of Trinity Director  Number of Trinity Shares in respect of which undertaking is given  Percentage of Trinity issued share capital (excluding Trinity Shares held in
                                                                                              treasury) as at 30 April 2024
 Jeremy Bridglalsingh      319,463                                                            0.8%
 James Menzies             115,000                                                            0.3%
 Nicholas Clayton          30,000                                                             0.1%
 TOTAL                     464,463                                                            1.2%

 

These irrevocable undertakings also extend to any shares acquired by the
Trinity Directors as a result of the vesting of awards or the exercise of
options under the Trinity Share Plan.

The obligations of the Trinity Directors under the irrevocable undertakings
shall lapse and cease to have effect on and from the following occurrences:

·     the Panel consents to Touchstone not proceeding with the
Acquisition;

·     the Acquisition lapses or is withdrawn or does not become effective
by the Long-stop Date, provided that this shall not apply where the
Acquisition is withdrawn as a result of Touchstone exercising its right to
implement the Acquisition by way of a Takeover Offer rather than by way of
Scheme and such Takeover Offer has not lapsed or been withdrawn); or

·     any competing offer for the entire issued and to be issued share
capital of Trinity is declared unconditional or, if proceeding by way of a
scheme of arrangement, becomes effective.

The irrevocable undertakings therefore remain binding in the event an
alternate or higher competing possible offer or offer is made for Trinity.

 

Part B - Non-director Trinity Shareholder irrevocable undertakings

 Name of Trinity Shareholder giving undertaking  Number of Trinity Shares in respect of which undertaking is given  Percentage of Trinity issued share capital (excluding Trinity Shares held in
                                                                                                                    treasury as at 30 April 2024
 Angus Winther                                   3,113,299                                                          8.0%
 Gavin White                                     2,914,748                                                          7.5%
 CS Living Trust                                 1,985,414                                                          5.1%
 David A. Segel Trust                            1,985,414                                                          5.1%
 Jan-Dirk Lueders                                1,498,855                                                          3.9%
 Bruce Dingwall Trust                            1,464,374                                                          3.8%
 Scott Casto                                     1,463,374                                                          3.8%
 CMT Investments LLC*                            111,460                                                            0.3%
 Segel Children's Trust                          81,943                                                             0.2%
 TOTAL                                           14,618,881                                                         37.7%

          *Held jointly by Jan-Dirk Lueders and Scott Casto through CMT
Investments LLC

The irrevocable undertakings shall lapse and cease to have effect:

·     the Panel consents to Touchstone not proceeding with the
Acquisition;

·     the Acquisition lapses or is withdrawn or does not become effective
by the Long-stop Date, provided that this shall not apply where the
Acquisition is withdrawn as a result of Touchstone exercising its right to
implement the Acquisition by way of a Takeover Offer rather than by way of
Scheme and such Takeover Offer has not lapsed or been withdrawn); or

·     any person other than Touchstone (or any person acting in concert
with Touchstone) announces either:

o  a competing offer for the entire issued and to be issued share capital of
Trinity which is wholly in cash in an amount which is equal to or more than
the value of the Acquisition; or

o  a competing offer for the entire issued and to be issued share capital of
Trinity, if not wholly in cash, on terms which represents (in the reasonable
opinion of Shore Capital) an improvement of 20 per cent. or more on the value
of the Acquisition,

in each case prior to the date of the Court Meeting and the General Meeting;
or

·     any competing offer for the entire issued and to be issued share
capital of Trinity is declared unconditional or, if proceeding by way of a
scheme of arrangement, becomes effective.

 

 

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the
context requires otherwise:

 Acquisition                           the recommended all share offer pursuant to which Touchstone shall acquire the
                                       entire issued and to be issued ordinary share capital of Trinity to be
                                       effected by means of the Scheme (or by way of Takeover Offer under certain
                                       circumstances described in this announcement) and, where the context admits,
                                       any subsequent revision, variation, extension or renewal thereof
 Acquisition Consideration             the consideration offered by Touchstone under the terms of Acquisition in the
                                       form of 1.5 New Touchstone Shares for each Trinity Share
 Admission                             admission of the New Touchstone Shares to TSX and the AIM market of the London
                                       Stock Exchange
 AIM                                   the AIM market operated by the London Stock Exchange
 AIM Rules                             the AIM Rules published by the London Stock Exchange from time to time
 Alternative Performance Measure       an alternative performance measure is a measure of financial performance not
                                       specifically defined by the applicable financial reporting framework, which in
                                       Trinity's case is UK adopted International Accounting Standards ("IAS") as
                                       applied in accordance with the provisions of the Companies Act and is usually
                                       reconciled to the closest Generally Accepted Accounting Principles measure.
                                        Further to this, IAS 1 Presentation of Financial Statements permits entities
                                       to disclose additional information that will help financial statement users to
                                       better understand a company's performance and position
 Authorisations                        regulatory authorisations, orders, recognitions, grants, consents, clearances,
                                       confirmations, certificates, licences, permissions or approvals
 boe/d                                 barrels of oil equivalent per day
 Brighton Marine E&P Licence           the exploration and production licence in relation to the Brighton Marine
                                       Block issued to Heritage and Oilbelt, dated 7 October 1999
 Business Day                          a day (other than Saturdays, Sundays and public holidays in the UK) on which
                                       banks are open for business in London and Calgary
 Closing Price                         the closing middle market price of a Trinity Share or a Touchstone Share, as

                                     the case may be, on a particular trading day as derived from the AIM Appendix
                                       to the Daily Official List published by the London Stock Exchange
 Code                                  the City Code on Takeovers and Mergers
 Combined Group                        the combined Trinity Group and Touchstone Group following completion of the
                                       Acquisition
 Companies Act                         the Companies Act 2006, as amended
 Conditions                            the conditions to the implementation of the Acquisition, as set out in
                                       Appendix I to this announcement and to be set out in the Scheme Document
 Confidentiality Agreement             the confidentiality agreement dated 5 December 2023 between Touchstone and
                                       Trinity, as described in paragraph 14 of this announcement
 Co-operation Agreement                the agreement dated 1 May 2024 between Touchstone and Trinity relating to,
                                       among other things, the implementation of the Acquisition, as described in
                                       paragraph 14 of this announcement
 Court                                 the High Court of Justice in England and Wales
 Court Hearing                         the hearing by the Court of the application to sanction the Scheme under Part
                                       26 of the Companies Act
 Court Meeting                         the meeting of Trinity Shareholders to be convened pursuant to an order of the
                                       Court under the Companies Act for the purpose of considering and, if thought
                                       fit, approving the Scheme (with or without amendment), including any
                                       adjournment thereof, notice of which is to be contained in the Scheme Document
 Court Order                           the order of the Court sanctioning the Scheme
 CREST                                 the system for the paperless settlement of trades in securities and the
                                       holding of uncertificated securities operated by Euroclear
 Dealing Arrangement                   an arrangement of the kind referred to in Note 11(a) on the definition of
                                       acting in concert in the Code
 Dealing Disclosure                    has the same meaning as in Rule 8 of the Code
 Disclosed                             the information disclosed by, or on behalf of Trinity, (i) in the annual
                                       report and accounts of the Trinity Group for the financial year ended 31
                                       December 2023; (ii) in this announcement; (iii) in any other announcement to a
                                       Regulatory Information Service by, or on behalf of Trinity in the calendar
                                       year prior to the date of this announcement; or (vi) as otherwise fairly
                                       disclosed to Touchstone (or its respective officers, employees, agents or
                                       advisers) prior to the date of this announcement
 EBITDA                                earnings before interest, taxes, depreciation and amortisation
 Effective                             in the context of the Acquisition:

                                       (a)      if the Acquisition is implemented by way of the Scheme, the Scheme
                                       having become effective pursuant to its terms; or

                                       (b)      if the Acquisition is implemented by way of a Takeover Offer, such
                                       Takeover Offer having been declared and become unconditional in accordance
                                       with the Code
 Effective Date                        the date on which either (i) the Scheme becomes effective in accordance with
                                       its terms; or (ii) if Touchstone elects, and the Panel consents, to implement
                                       the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 28
                                       of the Companies Act), the date on which such takeover offer becomes or is
                                       declared unconditional
 Euroclear                             Euroclear UK & Ireland International Limited
 Excluded Shares                       any Trinity Shares:

                                       (a)  held by or on behalf of Touchstone or the Wider Touchstone Group; or

                                       (b)     held in treasury, in each case, immediately prior to the Scheme
                                       Record Time;
 FCA or Financial Conduct Authority    the Financial Conduct Authority acting in its capacity as the competent
                                       authority for the purposes of Part VI of the UK Financial Services and Markets
                                       Act 2000
 Forms of Proxy                        the forms of proxy for use in connection with each of the Court Meeting and
                                       the General Meeting which shall accompany the Scheme Document
 Galeota E&P Licence                   the exploration and production licence in relation to the Galeota area issued
                                       to Heritage and Trinity Galeota, dated 14 July 2021
 Galeota JOA                           the joint operating agreement dated 14 July 2021 between Heritage and Trinity
                                       Galeota in respect of the Galeota Block, Offshore East Trinidad
 General Meeting                       the general meeting of Trinity Shareholders (including any adjournment
                                       thereof) to be convened in connection with the Scheme
 Heritage                              Heritage Petroleum Company Limited, Trinidad and Tobago's state-owned oil and
                                       gas company, together with its successors and assigns and any other entity
                                       which assumes its role and functions
 Heritage Consents and Waivers         means:

                                       (a)   Heritage having provided its written consent to the Acquisition under
                                       the terms of the LOAs, the Galeota JOA and the Royalty Conversion Agreements
                                       in a form and subject to conditions (if any) that are reasonably satisfactory
                                       to Touchstone; and

                                       (b)      the waiver (or non-exercise within any applicable time limits) by
                                       Heritage of any right of pre-emption, right of first offer or refusal or any
                                       similar or analogous right, arising as a result of or in connection with the
                                       Acquisition under the terms of the JOAs (other than the Galeota JOA in
                                       circumstances where Heritage has already provided its prior written consent)
                                       in a form and subject to conditions (if any) that are reasonably satisfactory
                                       to Touchstone
 Houlihan Lokey                        Houlihan Lokey UK Limited
 JOAs                                  the Joint Operating Agreements in relation to Trinity's offshore oil and gas
                                       operations
 LOAs                                  the lease operatorship agreements in relation to Trinity's onshore oil and gas
                                       operations
 London Stock Exchange                 London Stock Exchange plc
 Long-stop Date                        31 January 2025, or such later date as may be agreed by Touchstone and Trinity
                                       (with the Panel's consent and as the Court may approve (if such approval(s)
                                       are required))
 Market Abuse Regulation               the retained EU law version of Regulation (EU) No. 596/2014 of the European
                                       Parliament and the Council of 16 April 2014 on market abuse as it forms part
                                       of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as
                                       amended from time to time (including by the Market Abuse (Amendment) (EU Exit)
                                       Regulations 2019 (SI 2019/310))
 Minister                              the Minister of Energy and Energy Industries
 Ministry                              the Ministry of Energy and Energy Industries of Trinidad and Tobago
 MMBbls                                million barrels of oil
 MMboe                                 million barrels of oil equivalent
 New Touchstone Shares                 the new Touchstone Shares proposed to be issued to Trinity Shareholders in
                                       connection with the Acquisition, to be constituted by the Touchstone
                                       Depository Interests
 Offer Document                        the document containing a Takeover Offer
 Oilbelt                               Oilbelt Services Limited, a company amalgamated in Trinidad and Tobago with
                                       registered number O1240(95)A whose registered office is at 3(rd) Floor,
                                       Southern Supplies Limited Building, #40-44 Sutton Street, San Fernando, in the
                                       island of Trinidad
 Opening Position Disclosure           has the same meaning as in Rule 8 of the Code
 Overseas Shareholders                 Trinity Shareholders (or nominees of, or custodians or trustees for Trinity
                                       Shareholders) not resident in, or nationals or citizens of, the United Kingdom
 Panel                                 the Panel on Takeovers and Mergers
 Participating Interest                the participating interest(s) in the relevant E&P Licence
 Registrar of Companies                the Registrar of Companies in England and Wales
 Regulatory Conditions                 the Conditions set out in paragraphs 3(c) to 3(f) (inclusive) of Part A of
                                       Appendix I to this announcement
 Regulatory Information Service        any information service authorised from time to time by the FCA for the
                                       purpose of disseminating regulatory announcements
 Relevant Authority                    any central bank, ministry, governmental, quasi-governmental, supranational
                                       (including the European Union), statutory, regulatory or investigative body,
                                       authority or tribunal (including any national or supranational anti-trust,
                                       competition or merger control authority, any sectoral ministry or regulator
                                       and any foreign investment review body), national, state, municipal or local
                                       government (including any subdivision, court, tribunal, administrative agency
                                       or commission or other authority thereof), any entity owned or controlled by
                                       them, any private body exercising any regulatory, taxing, importing or other
                                       authority, trade agency, association, institution or professional or
                                       environmental body in any jurisdiction, including, for the avoidance of doubt,
                                       the Panel
 Restricted Jurisdiction               any jurisdiction where local laws or regulations may result in a significant
                                       risk of civil, regulatory or criminal exposure if information concerning the
                                       Acquisition is sent or made available to Trinity Shareholders
 Restricted Overseas Person            Trinity Shareholders resident in, or nationals or citizens of, Restricted
                                       Jurisdictions or who are nominees or custodians, trustees or guardians for,
                                       citizens, residents or nationals of such Restricted Jurisdictions
 Royalty Conversion Agreements         the royalty conversion agreements in relation to Heritage's Participating
                                       Interest's in the Galeota E&P Licence and Brighton Marine E&P Licence
 Scheme or Scheme of Arrangement       the proposed scheme of arrangement under Part 26 of the Companies Act between
                                       Trinity and the Trinity Shareholders in connection with the Acquisition, with
                                       or subject to any modification, addition or condition approved or imposed by
                                       the Court and agreed by Trinity and Touchstone
 Scheme Document                       the document to be sent to Trinity Shareholders containing, amongst other
                                       things, the Scheme and the notices convening the Court Meeting and the General
                                       Meeting
 Scheme Record Time                    6.00 p.m. on the Business Day immediately preceding the Effective Date
 Scheme Shares                         unless otherwise defined in the Scheme Document, the Trinity Shares:

                                       (a)     in issue at the date of the Scheme Document;

                                       (b)     (if any) issued after the date of the Scheme Document but before the
                                       Voting Record Time and which remain in issue at the Scheme Record Time; and

                                       (c)     (if any) issued at or after the Voting Record Time but at or before
                                       the Scheme Record Time on terms that the holder thereof shall be bound by this
                                       Scheme or in respect of which the original or any subsequent holders thereof
                                       are, or have agreed in writing to be, bound by this Scheme (including, for the
                                       avoidance of doubt, any Trinity Shares transferred out of treasury to satisfy
                                       the exercise of options under the Trinity Share Plan),

                                       in each case (where the context requires) which remain in issue at the Scheme
                                       Record Time, other than any Excluded Shares
 Significant Interest                  in relation to an undertaking, a direct or indirect interest of 20 per cent.
                                       or more of the total voting rights conferred by the equity share capital (as
                                       defined in Section 548 of the Companies Act) of such undertaking
 Takeover Offer                        should the Acquisition be implemented by way of a Takeover Offer as defined in
                                       Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
                                       behalf of Touchstone to acquire the entire issued and to be issued ordinary
                                       share capital of Trinity and, where the context admits, any subsequent
                                       revision, variation, extension or renewal of such takeover offer
 Third Party                           each of a central bank, government or governmental, quasi-governmental,
                                       supranational, statutory, regulatory, environmental, administrative, fiscal or
                                       investigative body, court, trade agency, association, institution,
                                       environmental body, employee representative body or any other body or person
                                       whatsoever in any jurisdiction
 Touchstone                            Touchstone Exploration Inc.
 Touchstone Depository Interests       the depository interests in respect of the Touchstone Shares
 Touchstone Directors                  the board of directors of Touchstone at the time of this announcement or,
                                       where the context so requires, the directors of Touchstone from time to time
 Touchstone Group                      Touchstone and its subsidiary undertakings and, where the context permits,
                                       each of them
 Touchstone Shareholders               the holders of Touchstone Shares
 Touchstone Shares                     the common shares of no par value in the capital of Touchstone
 Trinidad                              The Republic of Trinidad and Tobago
 Trinity                               Trinity Exploration & Production Plc
 Trinity Directors                     the board of directors of Trinity at the time of this announcement or, where
                                       the context so requires, the directors of Trinity from time to time
 Trinity Galeota                       Trinity Exploration and Production (Galeota) Limited, a company amalgamated in
                                       Trinidad and Tobago with registered number T7569(95)A whose registered office
                                       is at 3(rd) Floor, Southern Supplies Limited Building, #40-44 Sutton Street,
                                       San Fernando, in the island of Trinidad
 Trinity Group                         Trinity and its subsidiary undertakings and, where the context permits, each
                                       of them
 Trinity Profit Estimates              has the meaning given to it in paragraph 9 of this announcement
 Trinity Share Plan                    the Trinity Long-Term Incentive Plan adopted on 30 April 2013 as amended from
                                       time to time
 Trinity Shareholders or Shareholders  the holders of Trinity Shares
 Trinity Shares                        the existing unconditionally allotted or issued and fully paid ordinary shares
                                       of US$ 0.01 each in the capital of Trinity and any further such ordinary
                                       shares which are unconditionally allotted or issued before the Scheme becomes
                                       effective
 TSX                                   Toronto Stock Exchange
 TSX Rules                             the rules of the TSX as amended from time to time
 United Kingdom or UK                  the United Kingdom of Great Britain and Northern Ireland
 United States or US                   the United States of America, its territories and possessions, any state of
                                       the United States of America, the District of Columbia and all other areas
                                       subject to its jurisdiction and any political sub-division thereof
 US Exchange Act                       the US Securities Exchange Act 1934, as amended
 Voting Record Time                    the time and date to be specified in the Scheme Document by reference to which
                                       entitlement to vote at the Court Meeting will be determined, expected to be
                                       6.00 p.m. on the day which is two Business Days before the date of the Court
                                       Meeting or if the Court Meeting is adjourned, 6.00 p.m. on the day which is
                                       two Business Days prior to the date of such adjourned meeting
 Wider Trinity Group                   Trinity and associated undertakings and any other body corporate, partnership,
                                       joint venture or person in which Trinity and such undertakings (aggregating
                                       their interests) have a Significant Interest
 Wider Touchstone Group                Touchstone and associated undertakings and any other body corporate,
                                       partnership, joint venture or person in which Touchstone and all such
                                       undertakings (aggregating their interests) have a Significant Interest

For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$", "$" and "US Dollars" are to the lawful currency of
the United States.

All the times referred to in this announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

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  ACQGSGDUBUGDGSB