/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
CALGARY,
AB, Dec. 5, 2022 /CNW/ - Touchstone
Exploration Inc. ("Touchstone", "we", "our", "us" or the "Company")
(TSX: TXP) (LSE: TXP) announces that it is offering a minimum of
8,334,000 common shares of the Company (the "Offer Shares"), which
upon issuance will rank pari passu in all respects with the
Company's existing issued common shares of no par value each (the
"Common Shares") at a price of C$0.90
per common share (the "Offering Price") for minimum gross proceeds
of C$7,500,600 (the "Offering"). The
total amount of the Offering will not exceed C$10,000,000, being the maximum amount that may
be issued by Touchstone pursuant to the Listed Issuer Financing
Exemption (as defined below).
In connection with this Offering, Touchstone has engaged Beacon
Securities Limited and Canaccord Genuity Corp. on behalf of a
syndicate of agents (collectively, the "Agents") to conduct a best
efforts private placement of the Offer Shares. The Agents will
receive an aggregate cash fee equal to 6% of the gross proceeds of
the Offering.
In addition to the Offering, the Company is contemplating a
concurrent private placement in the United Kingdom and the European Economic Area
(the "UK EEA Placing"), which is conditional upon the completion of
the Offering.
The Company intends to use the aggregate net proceeds of the
Offering and the UK EEA Placing to commence exploration and
development drilling operations on the Ortoire block, in which
Touchstone has an 80% interest.
The Offering is expected to close on or about December
13, 2022 and is subject to certain conditions including,
but not limited to, the receipt of all necessary regulatory and
other approvals.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the Offer Shares will be offered
for sale to purchasers' resident in Canada (except Quebec) and/or other qualifying jurisdictions
pursuant to the listed issuer financing exemption under Part 5A of
NI 45-106 (the "Listed Issuer Financing Exemption"). Because the
Offering is being completed pursuant to the Listed Issuer Financing
Exemption, the securities issued in the Offering will not be
subject to a hold period pursuant to applicable Canadian securities
laws.
There is an offering document related to this Offering that can
be accessed under the Company's profile at www.sedar.com and on
Touchstone's website at www.touchstoneexploration.com. Prospective
investors should read this offering document before making an
investment decision.
The securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), or any state securities laws, and
accordingly, may not be offered or sold within the United States except in compliance with
the registration requirements of the 1933 Act and applicable state
securities requirements or pursuant to exemptions therefrom. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in the United States or
in any other jurisdiction in which such offer, solicitation or sale
would be unlawful.
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
Forward-Looking Statements
Certain information provided in this news release 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 news release may include, but
are not limited to, statements relating to those in respect of the
proposed Offering and UK EEA 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 2021
Annual Information Form dated March 25,
2022 which is available under the Company's profile on SEDAR
(www.sedar.com) and on the Company's website
(www.touchstoneexploration.com). The forward-looking statements
contained in this news release are made as of the date hereof,
and except as may be required by applicable securities laws, the
Company assumes no obligation or intent to update publicly or
revise any forward-looking statements made herein or otherwise,
whether as a result of new information, future events or
otherwise.
SOURCE Touchstone Exploration Inc.