TIDMTXP
RNS Number : 7615Y
Touchstone Exploration Inc.
08 December 2017
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, JAPAN, SOUTH AFRICA 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.
TOUCHSTONE EXPLORATION INC.
GBP3M (C$5M) PLACEMENT AND INCREASED DRILL PROGRAMME
Calgary, Alberta - December 8, 2017 - Touchstone Exploration
Inc. ("Touchstone" or the "Company") (TSX / LSE: TXP), announces
that it intends to complete a private placement directed towards
United Kingdom institutional investors (the "Private Placement").
The Company is raising gross proceeds of GBP3.0 million
(approximately C$5.0 million) by way of a placing of 25,784,285 new
common shares of no par value (the "New Common Shares") at a price
of 11.5 pence (approximately C$0.20) per New Common Share (the
"Placement Price"). The Placement Price represents a 6.1 percent
discount to 12.25 pence, which was the closing price of the
Company's Common Shares on AIM on December 7, 2017.
The Company previously announced that it plans to drill four
wells on its Coora 2 and WD-8 properties commencing in January
2018. The Company intends to use the net proceeds from the Private
Placement of approximately GBP2.7 million (approximately C$4.6
million) to finance the expansion of Touchstone's 2018 drilling
programme from four wells to ten wells. The additional wells are
expected to be drilled on the Company's Coora 1, WD-4, WD-8 and
South Palo Seco properties. In conjunction with the enlarged
drilling programme, Touchstone's Board of Directors also approved a
24 well recompletion programme in 2018.
Shore Capital and GMP FirstEnergy acted as joint brokers in
connection with the Private Placement. Mackie Research Capital
Corporation acted as a strategic adviser.
Paul Baay, President and Chief Executive Officer, commented:
"We are pleased to be able to commit this additional funding
into a continuous ten well 2018 drilling programme in Trinidad. Not
only will the enlarged capital programme allow for greater cost
efficiencies, it will also satisfy our lease operatorship agreement
minimum work obligations through 2020. We would like to thank our
shareholders for their continued support as we enter an ambitious
growth period in 2018."
Listing and Voting Rights
Application has been made for the New Common Shares, which will
rank pari passu with the 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 New Common Shares are expected to be issued
and admitted to trading on December 22, 2017. The New Common Shares
will represent approximately 20 percent of the total issued share
capital in the Company on Admission. The Placement Price represents
a 17.1 percent discount to C$0.2362, which was the volume weighted
average price of the Company's Common Shares on the TSX for the
five trading days ending November 27, 2017.
All Common Shares being issued by the Company pursuant to the
Private Placement will be freely transferable outside of Canada;
however, these shares are subject to a four-month and one day
restricted hold period in Canada which will prevent such common
shares from being resold in Canada, through a Canadian exchange or
otherwise, during the restricted period without an exemption from
the Canadian prospectus requirement.
Immediately following completion and Admission of the Private
Placement, the Company's issued share capital will consist of
128,921,428 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.
The Private Placement includes a subscription by North Energy
Capital AS, a 5.41 percent shareholder of the Company. Following
Admission, North Energy Capital AS will hold 12,879,250 Common
Shares, representing 9.99 percent of the enlarged share capital of
the Company.
For further information, please contact:
Touchstone Exploration Inc.
Mr. Paul Baay, President and Chief Executive Officer Tel: +1
(403) 750-4487
Mr. Scott Budau, Chief Financial Officer
Mr. James Shipka, Chief Operating Officer
www.touchstoneexploration.com
Shore Capital (Nominated Adviser and Joint Broker)
Nominated Adviser: Edward Mansfield / Mark Percy Tel: +44 (0) 20
7408 4090
Corporate Broking: Jerry Keen
GMP FirstEnergy (Joint Broker)
Jonathan Wright / Hugh Sanderson Tel: +44 (0) 207448 0200
Mackie Research Capital Corporation (Strategic Adviser)
Kevin Shaw Tel: +1 (403) 750-1280
Camarco (Financial PR)
Nick Hennis / Jane Glover / Billy Clegg Tel: +44 (0) 203 757
4980
About Touchstone
Touchstone Exploration Inc. is a Calgary 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
For reference purposes in this announcement, one British pound
has been translated into Canadian dollars at a rate of 1.00 to
1.70.
Forward-Looking Statements
Certain information provided in this announcement may constitute
forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements in this announcement
include, but are not limited to, those in respect of the
anticipated closing date of the Private Placement, the satisfaction
of all required conditions and approvals (including approvals from
the TSX and AIM) for completion of the Private Placement, and the
Company's use of the net proceeds, including the potential
undertaking, timing, number, and locations of future well drilling
and well recompletions. 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 Annual
Information Form dated March 21, 2017 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
No prospectus or admission document will be made available in
connection with the matters contained in this announcement.
In any EEA Member State that has implemented Directive
2003/71/EC (together with any implementing measures in any Member
State ("the Prospectus Directive") other than the United Kingdom)
this announcement is only addressed to and directed at persons in
such member states who are qualified investors within the meaning
of Article 2(1) (e) of the Prospectus Directive ("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, and (iii) to
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 other than
the United Kingdom, 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.
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,
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 United States,
Australian, Japanese or South African securities laws.
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 any Restricted Jurisdiction. The Private Placement and the
distribution of this announcement and other information in
connection with the Private Placement and Admission in certain
jurisdictions may be restricted by law and persons into whose
possession this announcement, 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.
The New Common 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 Common 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 Private
Placement 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. However, 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 Private Placement or any transaction or
arrangement referred to in this announcement.
This announcement has not been approved by any competent
regulatory authority. Shore Capital and Corporate Limited ("SCC")
is nominated adviser 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 Private Placement and Admission 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 Private
Placement and Admission.
Shore Capital Stockbrokers Limited ("SCS") and FirstEnergy
Capital LLP ("GMP FirstEnergy") have been appointed as joint
brokers to the Company. SCS and GMP FirstEnergy, which are
authorised and regulated by the FCA, are acting exclusively for the
Company and no one else in connection with the proposed Private
Placement and Admission 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 and GMP
FirstEnergy or for advising any other person in respect of the
Private Placement and Admission.
Inside Information
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEAFAXEDNXFAF
(END) Dow Jones Newswires
December 08, 2017 02:01 ET (07:01 GMT)
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