GRANT OF LONG-TERM SHARE
AWARDS
CALGARY, ALBERTA (July 19, 2024) - Touchstone Exploration
Inc. ("Touchstone" or the "Company") reports that the Company granted its non-executive directors,
executive officers and key employees share awards on July 12, 2024
as part of its long-term compensation program.
The Company issued 1,447,780
restricted share units ("RSUs") and 1,397,780 performance share
units ("PSUs") under its shareholder approved omnibus incentive
compensation plan to its executive officers and key employees. The
RSUs vest one third on each of the next three anniversaries of the
grant date and the number of share awards are fixed. The PSUs vest
on June 11, 2027 and the number of share awards are variable. Each
award may, in the Board of Director's ("Board") sole discretion,
entitle the holder to be issued the number of Company common shares
designated in the award or payment in cash. If paid in cash, the
plan participant will receive a cash payment based on the fair
value of the underlying common shares on the applicable vesting
date. The number of RSUs and PSUs may be adjusted for dividend
equivalents from the grant date at the discretion of the
Board.
PSUs are subject to a performance
multiplier. This multiplier, ranging from zero to 1.75, will be
applied to the original PSU awards granted on vesting and is
dependent on the performance of the Company relative to predefined
corporate performance measures set by the Board for the three-year
vesting period.
In accordance with its long-term
director compensation plan, the Company issued 977,332 deferred
share units ("DSUs") to its non-executive directors. The DSUs fully
vest on the grant date but are only available for redemption when
the director ceases to be a member of the Board. Awards are settled
in cash as determined by the value of the underlying common shares
and may be adjusted based on dividend equivalents from the grant
date at the discretion of the Board.
The annual grants were awarded to
the following recipients:
Recipient
|
Number of
RSUs
|
|
|
Paul R. Baay, Director, President
and Chief Executive Officer
|
291,667
|
Scott Budau, Chief Financial
Officer
|
185,000
|
Brian Hollingshead, EVP, Engineering
and Business Development
|
139,473
|
James Shipka, EVP, Asset Development
and HSE
|
185,000
|
Employees
|
646,640
|
Total
|
1,447,780
|
Recipient
|
Number of
PSUs
|
|
|
Paul R. Baay, Director, President
and Chief Executive Officer
|
291,667
|
Scott Budau, Chief Financial
Officer
|
185,000
|
Brian Hollingshead, EVP, Engineering
and Business Development
|
139,473
|
James Shipka, EVP, Asset Development
and HSE
|
185,000
|
Employees
|
596,640
|
Total
|
1,397,780
|
Recipient
|
Number of
DSUs
|
|
|
Jenny Alfandary, Non-Executive
Director
|
108,333
|
Priya Marajh, Non-Executive
Director
|
108,333
|
Kenneth R. McKinnon, Non-Executive
Director
|
132,500
|
Peter Nicol, Non-Executive
Director
|
122,833
|
Beverley Smith, Non-Executive
Director
|
122,833
|
Stanley T. Smith, Non-Executive
Director
|
132,500
|
Harrie Vredenburg, Non-Executive
Director
|
108,333
|
John D. Wright, Non-Executive
Director
|
141,667
|
Total
|
977,332
|
The notification below, made in
accordance with the requirements of the UK Market Abuse Regulation,
provides further detail on the above transactions.
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 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 / Tom
Knibbs
Tel: +44 (0) 207 408 4090
Canaccord Genuity (Joint Broker)
Adam James / Anna
Ercegovic
Tel: +44 (0) 207 523 8000
FTI
Consulting (Financial PR)
Nick Hennis / Ben
Brewerton
Tel: +44 (0) 203 727 1000
Email: touchstone@fticonsulting.com
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them in accordance with the Market Abuse
Regulation.
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
1. Paul R.
Baay
2. Scott
Budau
3. Brian
Hollingshead
4. James
Shipka
5. Paul R.
Baay
6. Scott
Budau
7. Brian
Hollingshead
8. James
Shipka
9. Jenny
Alfandary
10. Priya Marajh
11. Kenneth R. McKinnon
12. Peter Nicol
13. Beverley Smith
14. Stanley T. Smith
15. Dr. Harrie Vredenburg
16. John D. Wright
|
2.
|
Reason for the notification
|
a)
|
Position/status
|
1. Director, President
and Chief Executive Officer
2. Chief Financial
Officer
3. EVP, Engineering and Business Development
4. EVP, Asset Development and HSE
5. Director, President
and Chief Executive Officer
6. Chief Financial
Officer
7. EVP, Engineering and Business Development
8. EVP, Asset Development and HSE
9. Non-Executive
Director
10. Non-Executive
Director
11. Non-Executive
Director
12. Non-Executive
Director
13. Non-Executive
Director
14. Non-Executive
Director
15. Non-Executive
Director
16. Non-Executive
Director
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Touchstone Exploration
Inc.
|
b)
|
LEI
|
2138008URBSUC1J24J73
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
1. Restricted share units over
common shares of no par value in the capital of Touchstone
Exploration Inc.
2. Restricted share units over
common shares of no par value in the capital of Touchstone
Exploration Inc.
3. Restricted share units over
common shares of no par value in the capital of Touchstone
Exploration Inc.
4. Restricted share units over
common shares of no par value in the capital of Touchstone
Exploration Inc.
5. Performance share units
over common shares of no par value in the capital of Touchstone
Exploration Inc.
6. Performance share units
over common shares of no par value in the capital of Touchstone
Exploration Inc.
7. Performance share units
over common shares of no par value in the capital of Touchstone
Exploration Inc.
8. Performance share units
over common shares of no par value in the capital of Touchstone
Exploration Inc.
9. Deferred share units over
common shares of no par value in the capital of Touchstone
Exploration Inc.
10.
Deferred share units over common shares of no par value in the
capital of Touchstone Exploration Inc.
11.
Deferred share units over common shares of no par value in the
capital of Touchstone Exploration Inc.
12.
Deferred share units over common shares of no par value in the
capital of Touchstone Exploration Inc.
13.
Deferred share units over common shares of no par value in the
capital of Touchstone Exploration Inc.
14.
Deferred share units over common shares of no par value in the
capital of Touchstone Exploration Inc.
15.
Deferred share units over common shares of no par value in the
capital of Touchstone Exploration Inc.
16.
Deferred share units over common shares of no par value in the
capital of Touchstone Exploration Inc.
CA89156L1085
|
b)
|
Nature of the
transactions
|
Grant of share units to executive
directors/officers
|
c)
|
Prices and volumes
|
|
Effective prices
|
Volumes
|
1.
|
Nil
|
291,667
|
2.
|
Nil
|
185,000
|
3.
|
Nil
|
139,473
|
4.
|
Nil
|
185,000
|
5.
|
Nil
|
291,667
|
6.
|
Nil
|
185,000
|
7.
|
Nil
|
139,473
|
8.
|
Nil
|
185,000
|
9.
|
Nil
|
108,333
|
10.
|
Nil
|
108,333
|
11.
|
Nil
|
132,500
|
12.
|
Nil
|
122,833
|
13.
|
Nil
|
122,833
|
14.
|
Nil
|
132,500
|
15.
|
Nil
|
108,333
|
16.
|
Nil
|
141,667
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregate volumes
1. 291,667
2. 185,000
3. 139,473
4. 185,000
5. 291,667
6. 185,000
7. 139,473
8. 185,000
9. 108,333
10. 108,333
11. 132,500
12. 122,833
13. 122,833
14. 132,500
15. 108,333
16. 141,667
Aggregate prices
1. Nil
2. Nil
3. Nil
4. Nil
5. Nil
6. Nil
7. Nil
8. Nil
9. Nil
10. Nil
11. Nil
12. Nil
13. Nil
14. Nil
15. Nil
16. Nil
|
e)
|
Date of the transaction
|
July 12, 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|