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REG - Touchstone Explrtn. - TOUCHSTONE RAISES APPROXIMATELY US$13 MILLION

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RNS Number : 8085I  Touchstone Exploration Inc.  06 December 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF TOUCHSTONE EXPLORATION INC. IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN ‎THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH
‎INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
‎INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL ‎THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.‎

 

 

TOUCHSTONE RAISES APPROXIMATELY US$13 MILLION IN CONNECTION WITH UK AND
CANADIAN FUNDRAISING

 

CALGARY, ALBERTA (December 6, 2022) - Touchstone Exploration Inc.
("Touchstone" or the "Company") (TSX, LSE: TXP) announces that further to
the Company's announcements dated December 5, 2022 and December 6, 2022
regarding the private placement in Canada (the "Canadian Private Placement")
and the proposed placing in the United Kingdom (the "UK Placing") (together
the "Fundraise"), Touchstone has raised aggregate gross proceeds of
approximately US$13 million (approximately £11 million and C$18 million)
through the placing of a total of 19,924,400 new Company common shares of no
par value (the "Fundraise Shares"), at a price of 54.5 pence per Fundraise
Share (C$0.90 per Fundraise Share in respect of the Canadian Private
Placement) (the "Placing Price").

 

Of the aggregate common shares to be issued pursuant to the Fundraise, the
Company has placed 8,704,400 new common shares with investors in Canada at the
Placing Price, raising gross proceeds of approximately US$5.8 million
(approximately £4.8 million and C$7.8 million), and 11,220,000 new common
shares with institutional investors in the United Kingdom (the "UK Placing
Shares"), at the Placing Price, raising gross proceeds of approximately US$7.5
million (approximately £6.1 million and C$10.1 million).

 

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together, "Shore Capital") and Canaccord Genuity Limited ("Canaccord") acted
as Joint Bookrunners in connection with the UK Placing.

 

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

 

"I am pleased to confirm the completion of our fundraising, with strong
support from both existing and new shareholders. The Fundraise allows us to
accelerate our exploration and development program on the Ortoire block, which
has yielded excellent results to date. With Coho having recently been brought
onto production and facility construction at Cascadura underway, we are making
substantial progress towards becoming an energy production company of
significant scale, with a range of additional exploration prospects. The
Fundraise allows us to accelerate certain aspects of our exploration and
development strategy while we focus resources on bringing Cascadura onto
production. I look forward to updating shareholders on our progress."

Listing and Voting Rights

 

Application will be made for the Fundraise Shares, which will rank pari passu
with the Company's existing issued share capital, to be admitted to trading on
AIM ("Admission") and the Toronto Stock Exchange. Subject to the conditions to
the UK Placing set out in the Company's announcement earlier today, December
6, 2022 the Fundraise Shares are expected to be issued and admitted to trading
on AIM on December 14, 2022.

 

The Fundraise Shares will represent approximately 8.5 percent of the total
issued share capital in the Company on Admission.

 

The UK Placing Shares will be subject to a four-month and one day restricted
hold period which will prevent such UK Placing Shares from being resold in
Canada, through a Canadian exchange or otherwise, during the restricted period
without an exemption from the Canadian prospectus requirement. The UK Placing
Shares will otherwise be freely transferable.

 

Immediately following Admission of the Fundraise Shares, the Company's issued
share capital will consist of 233,037,226 common shares. The Company does not
hold any common shares in treasury. This figure may be used by shareholders to
determine if they are required to notify their interest in, or a change to
their interest in, the Company.

 

Touchstone Exploration Inc.

 

Touchstone Exploration Inc. is a Calgary, Alberta based company engaged in the
business of acquiring interests in petroleum and natural gas rights and the
exploration, development, production and sale of petroleum and natural gas.
Touchstone is currently active in onshore properties located in the Republic
of Trinidad and Tobago. The Company's Common Shares are traded on the Toronto
Stock Exchange and the AIM market of the London Stock Exchange under the
symbol "TXP".

 

For further information about Touchstone, please visit our website at
www.touchstoneexploration.com (http://www.touchstoneexploration.com) or
contact:

 

Touchstone Exploration Inc.

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

Mr. Scott Budau, Chief Financial Officer

 

Shore Capital (Nominated Advisor and Joint Broker)

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

 

Canaccord (Joint Broker)

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

 

Camarco (Financial PR)

Billy Clegg / Emily Hall / Lily Pettifar
                                    Tel:
+44 (0) 203 781 8330

 

Advisories

 

Exchange Rate

 

For reference purposes in this announcement, one British pound has been
converted into United States dollars at a rate of 1.00 to US$1.22 and Canadian
dollars at a rate of 1.00 to C$1.65.

 

Forward-looking Statements

 

Certain information provided in this announcement may constitute
forward-looking statements and information (collectively, "forward-looking
statements") within the meaning of applicable securities laws. Such
forward-looking statements include, without limitation, forecasts, estimates,
expectations and objectives for future operations that are subject to
assumptions, risks and uncertainties, many of which are beyond the control of
the Company. Forward-looking statements are statements that are not historical
facts and are generally, but not always, identified by the words "expects",
"plans", "anticipates", "believes", "intends", "estimates", "projects",
"potential" and similar expressions, or are events or conditions that "will",
"would", "may", "could" or "should" occur or be achieved.

 

Forward-looking statements in this announcement include, but are not limited
to, those in respect of the Fundraise, including the size, pricing and timing
thereof, the type of securities being offered thereunder, the investors
participating therein, the intended use of proceeds therefrom (including with
respect to future exploration, development and production activities and the
locations thereof); and the conditions and approvals required and applications
being filed in connection therewith. Although the Company believes that the
expectations and assumptions on which the forward-looking statements are based
are reasonable, undue reliance should not be placed on the forward-looking
statements because the Company can give no assurance that they will prove to
be correct. Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Certain of these risks are
set out in more detail in the Company's December 31, 2021 Annual Information
Form dated March 25, 2022 which has been filed on SEDAR and can be accessed at
www.sedar.com (http://www.sedar.com) . The forward-looking statements
contained in this announcement are made as of the date hereof, and except as
may be required by applicable securities laws, the Company assumes no
obligation nor intent to update publicly or revise any forward-looking
statements made herein or otherwise, whether as a result of new information,
future events or otherwise.

 

Important Notice to Investors

 

Members of the public are not eligible to take part in the UK Placing. This
announcement and the terms and conditions set out herein are for information
purposes only and are directed only at persons whose ordinary activities
involve them acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are: (A) if in
a member state of the European Economic Area (the "EEA"), persons who are
qualified investors ("Qualified Investors"), being persons falling within the
meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129; ("EU
Prospectus Regulation") or (B) if in the United Kingdom, qualified investors
as defined under Article 2(e) of the UK version of the Prospectus Regulation
(EU) 2017/1129, which forms part of the domestic law by virtue of European
Union (Withdrawal) Act 2018, as amended, ("UK Prospectus Regulation") who are
also (i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) high net worth companies, unincorporated
associations and other persons falling within Article 49(2)(a) to (d) of the
Order; or (C) persons to whom it may otherwise by lawfully communicated (all
such persons referred to in (A), (B) and (C) above together being referred to
as "Relevant Persons"). No prospectus, offering document or admission document
will be made available in connection with the matters contained in this
announcement.

 

This announcement and any other documentation that may be delivered directly
to certain persons in connection with the UK Placing may constitute offering
documents as defined under applicable securities laws in certain
jurisdictions. Otherwise, no prospectus, offering document or admission
document will be made available in connection with the matters contained in
this announcement.

 

This announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This announcement does not
itself constitute an offer for sale or subscription of any securities in the
Company. Persons distributing this announcement must satisfy themselves that
is lawful to do so. This announcement is for information only and does not
constitute an offer to sell, or a solicitation of an offer to buy or otherwise
acquire, any securities in any jurisdiction in which it is unlawful to do so.

 

Persons needing advice should consult an independent financial adviser.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.

 

Neither this announcement nor any copy of it may be taken or transmitted,
published or distributed, directly or indirectly, in whole or in part, in,
into or from the United States of America (including its territories and
possessions, any state of the United States of America (the "United States" or
the "US")), Australia, New Zealand, Japan or the Republic of South Africa or
transmitted, distributed to, or sent by, any national or resident or citizen
of any such countries or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such jurisdiction
(each a "Restricted Jurisdiction"). Any failure to comply with this
restriction may constitute a violation of securities laws in the Restricted
Jurisdictions.

 

This announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA") by, Shore Capital, Canaccord or any other person authorised
under FSMA. This announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply or otherwise falls within a relevant exemption. No prospectus
will be made available in connection with the matters contained in this
announcement and all offers of the UK Placing Shares will be made pursuant to
an exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. Persons needing
advice should consult an independent financial adviser.

 

This announcement does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for any shares or other securities in Canada or the Restricted
Jurisdictions. The UK Placing and the distribution of this announcement and
other information in connection with the UK Placing in certain jurisdictions
may be restricted by law and persons into whose possession this announcement
and any document or other information referred to herein comes should inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

No action has been taken by the Company, Shore Capital, Canaccord or any of
their respective directors, officers, partners, agents, employees or
affiliates that would permit an offer of the UK Placing Shares or possession
or distribution of this announcement or any other publicity material relating
to such UK Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this announcement are required to inform
themselves about and to observe any such restrictions.

 

The UK Placing Shares referred to in this announcement have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the "US Securities Act") or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold or transferred
within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act. The UK Placing Shares have not been and will not be approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the UK Placing
or the accuracy or adequacy of this announcement. Any representation to the
contrary is a criminal offence in the United States.

 

This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions.

 

No reliance may or should be placed for any purposes whatsoever on the
information contained in this announcement or its accuracy, completeness or
fairness. The information in this announcement is subject to change. The
Company does not undertake to provide the recipient of this announcement with
any additional information, or to update this announcement or to correct any
inaccuracies, and the distribution of this announcement shall not be deemed to
be any form of commitment on the part of the Company to proceed with the UK
Placing or any transaction or arrangement referred to in this announcement.

 

Any indication in this announcement of the price at which the Common Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.

 

Shore Capital and Corporate Limited ("SCC") is nominated advisor to the
Company. SCC, which is authorised and regulated by the Financial Conduct
Authority ("FCA"), is acting exclusively for the Company and no one else in
connection with the proposed UK Placing and will not be acting for any other
person or otherwise responsible to any person other than the Company for
providing the protections afforded to clients of SCC or for advising any other
person in respect of the UK Placing.

 

Shore Capital Stockbrokers Limited ("SCS") has been appointed as broker to the
Company in respect of the UK Placing. SCS, which is authorised and regulated
by the FCA, is acting exclusively for the Company and no one else in
connection with the proposed UK Placing and will not be acting for any other
person or otherwise responsible to any person other than the Company for
providing the protections afforded to clients of SCS or for advising any other
person in respect of the UK Placing.

 

Canaccord is authorised and regulated by the FCA and is acting exclusively for
the Company and no one else in connection with the proposed UK Placing and
will not be acting for any other person or otherwise responsible to any person
other than the Company for providing the protections afforded to clients of
Canaccord or for advising any other person in respect of the UK Placing.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Shore Capital, Canaccord or by any of their affiliates or their affiliates'
agents, directors, officers and employees, respectively, as to, or in relation
to, the accuracy or completeness of this announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.

 

By participating in the bookbuild and the UK Placing, each person who is
invited to and who chooses to participate in the UK Placing by making an oral
and legally binding offer to acquire UK Placing Shares will be deemed to have
read and understood this announcement in its entirety, to be participating,
making an offer and acquiring UK Placing Shares on the terms and conditions
contained in the Appendix to the December 6, 2022 announcement and to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix to the December 6, 2022 announcement.

 

This announcement does not constitute a recommendation concerning any
investor's options with respect to the UK Placing. The price of the UK Placing
Shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the UK
Placing Shares. Past performance is no guide to future performance. The
contents of this announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

This announcement contains inside information for the purposes of MAR. Upon
publication of this announcement, the inside information is now considered to
be in the public domain for the purposes of MAR. The person responsible for
arranging release of this information on behalf of the Company is Paul Baay.

 

Information to Distributors - UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the UK Placing Shares
have been subject to a product approval process, which has determined that the
UK Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of
COBS; and (ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the UK Placing Shares may decline and investors could lose all or
part of their investment; the UK Placing Shares offer no guaranteed income and
no capital protection; and an investment in the UK Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to any contractual, legal or regulatory selling restrictions in relation to
the UK Placing. Furthermore, it is noted that, in relation to the UK Placing,
notwithstanding the Target Market Assessment, Shore Capital and Canaccord will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively of COBS;
or (b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the UK Placing
Shares.

 

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

 

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.   END  IOEFLFVRFALRIIF

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