TIDMTXP
RNS Number : 5803D
Touchstone Exploration Inc.
20 February 2020
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. 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 CLOSES US$11.6 MILLION (GBP9.0 MILLION) PRIVATE
PLACEMENT
CALGARY, ALBERTA (February 20, 2020) - Touchstone Exploration
Inc. (" Touchstone ", "we", "us" or the " Company ") (TSX / LSE:
TXP) announces that further to the Company's announcement on
February 19, 2020 regarding the proposed placing (the "Placing"),
the Company has placed 22,500,000 new common shares of no par value
(the "Placing Shares") with institutional investors in the United
Kingdom at a price of 40 pence per Placing Share (approximately
C$0.68) (the "Placing Price"), raising gross proceeds of
approximately US$11.6 million (GBP9.0 million) . The Placing Price
represents a 10.1 percent and 3.5 percent discount to 44.47 pence
and 41.46 pence, 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 February 18, 2020,
respectively. Shore Capital acted as sole bookrunner in connection
with the Placing and Auctus Advisors acted as placing agent.
Paul R. Baay, President and Chief Executive Officer,
commented:
" The results of the first two wells drilled at Ortoire have
exceeded our expectations, and as a result the Board has decided to
complete the Placing in order to accelerate exploration drilling on
the property. 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 February 26 , 2020. The
Placing Shares will represent approximately 12.3 percent of the
total issued share capital in the Company on Admission.
All Placing Shares being issued by the Company pursuant to the
Placing 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 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.
Immediately following Admission of the Placing Shares, the
Company's issued share capital will consist of 183,203,095 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.
Related Party Transaction
The Placing includes a subscription by North Energy ASA, an 8.9
percent shareholder of the Company, in respect of 3,750,000 Placing
Shares. Following Admission, North Energy ASA will hold 17,990,250
common shares, representing 9.8 percent of the enlarged share
capital of the Company.
The participation in the Placing by North Energy ASA is
considered to be a related party transaction under Rule 13 of the
AIM Rules for Companies. The Independent Directors consider, having
consulted with the Company's Nominated Advisor, Shore Capital, that
the terms of the related party transactions are fair and reasonable
insofar as shareholders are concerned.
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".
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 Broker)
Nominated Advisor: Edward Mansfield / Daniel Bush / Michael McGloin Tel: +44 (0) 207 408 4090
Corporate Broking: Jerry Keen
Auctus Advisors LLP (Placing Agent)
Jonathan Wright / Rupert Holdsworth Hunt / Harry Baker Tel: +44
(0) 7711 627 449
Camarco (Financial PR)
Nick Hennis / Billy Clegg Tel: +44 (0) 203 781 8330
Advisories
For reference purposes in this announcement, one British pound
has been translated into US dollars at a rate of 1.00 to 1.29 and
Canadian dollars at a rate of 1.00 to 1.71.
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
satisfaction of all required conditions and approvals (including
approvals from the TSX and AIM) for completion of the Placing; the
Company's intended use of the net proceeds of the Placing,
including the potential undertaking, timing, number, locations and
costs of future exploration and development well drilling and well
recompletions; and the sufficiency of resources and available
financing to fund future exploration and development well drilling
and well recompletion operations. 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, 2018
Annual Information Form dated March 26, 2019 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, 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,
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 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 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. 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.
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 Placing and the distribution of
this announcement and other information in connection with the
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 and
Corporate Limited, Shore Capital Stockbrokers Limited (together
with Shore Capital and Corporate Limited, "Shore Capital") or any
of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the 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
Placing 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 ("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 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 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
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 or by any of their
respective affiliates or its 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 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.
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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shore Capital 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIEAKAEAAFEEEA
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February 20, 2020 02:00 ET (07:00 GMT)
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