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. 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.
CALGARY, AB, Nov. 3, 2020 /CNW/ - Touchstone Exploration Inc.
(" Touchstone ", "we", "us" or
the " Company ") (TSX / LSE:
TXP) announces that further to the Company's announcement on
November 2, 2020 regarding the
proposed private placing (the "Placing"), the Company has placed
24,291,866 new common shares of no par value (the "Placing Shares")
with institutional and other investors in the United Kingdom and Canada at a price of 95
pence per Placing Share (approximately C$1.64) (the "Placing Price"), raising gross
proceeds of approximately US$30.0
million (approximately £23.1 million and C$39.8 million). The Placing Price
represents a 3.4 percent and 5.7 percent discount to 98.39 pence and 100.76
pence, respectively, being the five and ten day volume
weighted average price of the Company's common shares on the AIM
market of the London Stock Exchange ("AIM") as of
November 2, 2020. 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
placing of Placing Shares with investors in the UK (the "UK
Placing"). Canaccord acted as Sole Bookrunner in connection with
the placing of Placing Shares with investors in Canada (the "Canadian Placing").
Paul R. Baay, President and
Chief Executive Officer, commented:
"Following the significant exploration success at Ortoire,
which has consistently exceeded our expectations, the Placing will
allow us to continue our exploration and development activities we
have planned for the Ortoire block, as we seek to bring our
existing natural gas discoveries onto production and drill further
prospective targets. We are delighted by the support we have
received from new and existing investors. We continue to thank our
shareholders for their ongoing support, and we look forward to
continuing to update shareholders as the exploration program
continues."
Listing and Voting Rights
Application has been made for the Placing Shares, which will
rank pari passu with the Company's existing issued share capital,
to be admitted to trading on the Toronto Stock Exchange
("TSX") and AIM ("Admission"). Subject to the receipt of required
approvals from the TSX and AIM, the Placing Shares are expected to
be issued and admitted to trading on November 12, 2020. The
Placing Shares will represent approximately 11.6 percent of the
total issued share capital in the Company on Admission.
Placing Shares issued in connection with the Canadian Placing
will be subject to a four-month and one day restricted hold period
which will prevent such 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. Any Placing
Shares placed outside of Canada
pursuant to the UK Placing will be subject to the same four-month
and one day restricted hold period which will prevent such Placing
Shares from being sold in Canada,
but such Placing Shares will otherwise be freely transferable.
Immediately following Admission of the Placing Shares, the
Company's issued share capital will consist of 208,699,627 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".
Advisories
Exchange Rate
For reference purposes in this announcement, one British pound has been translated into US
dollars at a rate of 1.00 to 1.30 and Canadian dollars at a rate of
1.00 to 1.73.
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 Placing, 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, 2019 Annual Information Form dated
March 25, 2020 which has been filed
on SEDAR and can be accessed at 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 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 UK
Investors
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.
In any EEA Member State that has implemented the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as
amended, and the United Kingdom
(together with any implementing measures in any Member State and
the United Kingdom), this
announcement is only addressed to and directed at persons in such
member states and the United
Kingdom who are qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation ("Qualified Investors").
In addition, in the United
Kingdom, this announcement is addressed and directed only at
Qualified Investors who (i) are persons who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), (ii)
are persons who are high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) are persons to whom it may
otherwise be lawful to communicate it to (all such persons being
referred to as "Relevant Persons"). Any investment or investment
activity to which this announcement relates is available only to
Relevant Persons in the United
Kingdom and Qualified Investors in any member state of the
EEA and will be engaged in only with such persons. Other persons
should not rely or act upon this announcement or any of its
contents.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company. 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. 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, the
Republic of Ireland 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 and
Canada 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
no such prospectus is required (in accordance with the Prospectus
Regulation) to be published. Persons needing advice should consult
an independent financial adviser.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
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
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 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 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 Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. The information contained in
this announcement is for background purposes only and does not
purport to be full or complete.
No reliance may or should be placed for any purposes whatsoever
on the information contained in this announcement or its accuracy,
completeness or fairness. The information in this announcement is
subject to change. The Company does not undertake to provide the
recipient of this announcement with any additional information, or
to update this announcement or to correct any inaccuracies, and the
distribution of this announcement shall not be deemed to be any
form of commitment on the part of the Company to proceed with the
Placing or 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.
This announcement has not been approved by any competent
regulatory authority. Shore Capital and Corporate Limited ("SCC")
is nominated advisor to the Company. SCC, which is authorised and
regulated by the Financial Conduct Authority (the "FCA"), is acting
exclusively for the Company and no one else in connection with the
proposed 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 Placing. Shore Capital
Stockbrokers Limited ("SCS") has been appointed as brokers 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.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the UK Placing.
The price of 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 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 Article 7 of EU Regulation 596/2014 ("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
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with the target market for the Placing
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this announcement, as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the UK Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shore Capital and Canaccord will only seek to 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 MiFID II; 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 Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
SOURCE Touchstone Exploration Inc.