REG - Touchstone Explrtn. - SETTLEMENT AGREEMENT

Touchstone ExplorationAnnouncement

17/05/2023 16:45

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RNS Number : 7781Z  Touchstone Exploration Inc.  17 May 2023

TOUCHSTONE CONFIRMS CEO SETTLEMENT WITH THE ALBERTA SECURITIES COMMISSION

 

CALGARY, ALBERTA (May 17, 2023) - Touchstone Exploration Inc. (TSX, LSE: TXP)
("Touchstone" or the "Company") announces that its President and Chief
Executive Officer, Paul Baay, has entered into a Settlement Agreement with the
Alberta Securities Commission (the "ASC") in relation to a breach of Section
147(4) of the Securities Act (Alberta) (the "Settlement Agreement").

 

Pursuant to the Settlement Agreement, Mr. Baay admits that he, on six
occasions between December 2019 and April 2021, emailed draft Touchstone news
releases to an employee of a regulated Canadian investment dealer firm, who
was a registered dealing representative of Touchstone (the "Registrant"), and,
in such capacity, was responsible for the Company's Employee Share Ownership
Plan (the "ESOP"), prior to such news releases being broadly distributed to
the public. Mr. Baay emailed the draft Touchstone news releases to the
Registrant during the evenings or on the weekends when both the TSX and AIM
markets were closed. The ASC noted that none of the Registrant, nor any
persons with whom the Registrant might share the emails would have been able
to transact in Touchstone securities with knowledge of the information
contained in the releases. On each of the six occasions, Touchstone
distributed the final versions of the news releases to the public before the
TSX and AIM markets opened for regular trading on the next trading day.
However, this conduct was determined by the ASC to be a breach of Section
147(4) of the Securities Act (Alberta), leading to the Settlement Agreement.

 

The Settlement Agreement states that Mr. Baay demonstrated exemplary
cooperation with the ASC in concluding the Settlement Agreement. Mr. Baay has
paid the ASC $40,000 in settlement of the matter and will complete training in
public company governance best practice. The ASC will ordinarily seek market
access bans against directors and officers of public companies that engage in
insider trading or tipping. However, due to the rather unique circumstances of
this case including the early and significant degree of cooperation and
acceptance of responsibility, as well as the absence of demonstrable harm to
the capital market, bans have not been required by the ASC in this case. The
ASC notes in the Settlement Agreement that its investigation did not identify
any instances of trading on the material non public information.

 

Mr. Baay advised that he did not intend for the information contained in the
draft news releases to be acted upon, nor did Mr. Baay obtain any personal
benefit from this conduct. Mr. Baay advised that he was under the mistaken
belief that he was permitted to provide the Registrant with the draft news
releases in the course of business, and that he did so with the view to
benefit from the Registrant's review to ensure that the final press releases
could be properly and fully understood by the public.

 

John Wright, Chairman of the Board of Directors of Touchstone, commented "The
Board takes compliance with regulatory obligations very seriously. After
reviewing Paul's conduct in these events, we are confident that this was a
genuine mistake; there was clearly no intention to gain financially, a view
confirmed by the ASC's own enquiry. We note that Paul co-operated fully with
the regulator and has accepted their findings. The Board regularly reviews
Touchstone's disclosure and governance policies and we continue to make
upgrades and enhancements as evidenced in this situation by the appointment of
a new administrator responsible for the Company's ESOP. We are committed to
ensuring that the strongest governance arrangements are implemented across our
business, in line with best practices."

 

The Settlement Agreement will be available on the ASC's website (www.asc.ca
(http://www.asc.ca/) ).

 

The above information is disclosed pursuant to Rule 17 and Schedule 2(g) of
the AIM Rules for Companies. This announcement contains inside information for
the purposes of Article 7 of the UK version of the Market Abuse Regulation
(EU) No.596/2014, which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018.

 

For further information, please contact:

 

 Touchstone Exploration Inc.

 John Wright, Chair of the Board of Directors        Tel: +1 (403) 750-4487

 Shore Capital (Nominated Advisor and Joint Broker)

 Daniel Bush / Toby Gibbs / Iain Sexton              Tel: +44 (0) 207 408 4090

 Canaccord Genuity (Joint Broker)

 Adam James / Gordon Hamilton                        Tel: +44 (0) 207 523 8000

 FTI Consulting (Financial PR)                       Tel: +44 (0) 203 727 1000

 Nick Hennis / Ben Brewerton                         Email: touchstone@fticonsulting.com (mailto:touchstone@fticonsulting.com)

 

 

 

 
 

 

 
 

 

 

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