FORM 8
(OPD)
PUBLIC OPENING POSITION
DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
|
(a) Full name of
discloser:
|
TOUCHSTONE
EXPLORATION INC.
|
|
(b) Owner or controller of
interests and short positions disclosed, if different from
1(a):
The
naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be
named.
|
N/A
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
TOUCHSTONE
EXPLORATION INC.
|
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEROR
|
|
(e) Date position
held:
The latest practicable date
prior to the disclosure
|
15 May
2024
|
|
(f) In addition to the
company in 1(c) above, is the discloser making disclosures in
respect of any other party to the offer?
If it is a cash offer or
possible cash offer, state "N/A"
|
N/A
|
2. POSITIONS
OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If
there are positions or rights to subscribe to disclose in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 2(a) or (b) (as appropriate) for each additional
class of relevant security.
(a) Interests and
short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
|
Class of relevant
security:
|
Common shares of no par
value
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
NIL
|
-
|
NIL
|
-
|
|
(2) Cash-settled
derivatives:
|
NIL
|
-
|
NIL
|
-
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
NIL
|
-
|
NIL
|
-
|
|
TOTAL:
|
NIL
|
-
|
NIL
|
-
|
All
interests and all short positions should be
disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8
(Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to
subscribe for new securities
|
Class of relevant security in
relation to which subscription right exists:
|
N/A
|
|
Details, including nature of
the rights concerned and relevant percentages:
|
N/A
|
3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
|
Details of any interests,
short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the
party to the offer making the disclosure:
|
|
(a) Interests in Touchstone Exploration Inc.
(Touchstone) common shares
held by Touchstone directors (together with their close relatives
and related trusts of any of them):
|
Name
|
Total number of Touchstone
common shares
|
Percentage of existing issued
share capital of Touchstone*
|
|
Paul R.
Baay
|
2,251,786
|
0.96%
|
|
John D. Wright
|
4,773,177
|
2.03%
|
|
Jenny Alfandary
|
18,868
|
0.00%
|
|
Kenneth R. McKinnon
|
787,119
|
0.33%
|
|
Peter Nicol
|
520,532
|
0.22%
|
|
Beverley Smith
|
61,526
|
0.02%
|
|
Stanley T. Smith
|
689,698
|
0.29%
|
|
Dr. Harrie Vredenburg
|
488,765**
|
0.20%
|
* Percentages are calculated on the basis of 234,212,726 common
shares in issue as at the latest practicable date prior to this
disclosure.
** Included
in this holding is 60 common shares held on trust by Andrew Grasby
and 120 common shares held on trust by Hibberdene Inc.
|
Share
Options
|
|
Name
|
Share Plan
|
Grant date
|
Number of Touchstone common
shares under option
|
Exercise price per Touchstone
common share (C$)
|
Date fully
vested***
|
|
Paul
Baay
|
Share
Option Plan
|
5 April
2019
|
450,000
|
0.23
|
5 April
2022
|
|
Paul Baay
|
Share
Option Plan
|
6 April
2020
|
450,000
|
0.48
|
6 April
2023
|
|
Paul Baay
|
Share
Option Plan
|
25 May
2021
|
450,000
|
1.73
|
25 May
2024
|
|
Paul Baay
|
Share
Option Plan
|
8 April
2022
|
450,000
|
1.43
|
8 April
2025
|
|
Paul Baay
|
Omnibus
Option Plan
|
18
September 2023
|
500,000
|
1.15
|
18
September 2026
|
|
John Wright
|
Share
Option Plan
|
25 May
2021
|
147,500
|
1.73
|
25 May
2024
|
|
John Wright
|
Share
Option Plan
|
8 April
2022
|
147,500
|
1.43
|
8 April
2025
|
|
John Wright
|
Omnibus
Option Plan
|
18
September 2023
|
150,000
|
1.15
|
18
September 2026
|
|
Jenny Alfandary
|
Share
Option Plan
|
26 August
2022
|
120,000
|
1.55
|
26 August
2025
|
|
Jenny Alfandary
|
Omnibus
Option Plan
|
18
September 2023
|
120,000
|
1.15
|
18
September 2026
|
|
Priya Marajh
|
Share
Option Plan
|
26 August
2022
|
115,000
|
1.55
|
26 August
2025
|
|
Priya Marajh
|
Omnibus
Option Plan
|
18
September 2023
|
115,000
|
1.15
|
18
September 2026
|
|
Kenneth McKinnon
|
Share
Option Plan
|
5 April
2019
|
132,500
|
0.23
|
30
September 2022
|
|
Kenneth McKinnon
|
Share
Option Plan
|
6 April
2020
|
142,500
|
0.48
|
6 April
2023
|
|
Kenneth McKinnon
|
Share
Option Plan
|
25 May
2021
|
142,500
|
1.73
|
25 May
2024
|
|
Kenneth McKinnon
|
Share
Option Plan
|
8 April
2022
|
142,500
|
1.43
|
8 April
2025
|
|
Kenneth McKinnon
|
Omnibus
Option Plan
|
18
September 2023
|
142,500
|
1.15
|
18
September 2026
|
|
Peter Nicol
|
Share
Option Plan
|
6 April
2020
|
132,500
|
0.48
|
6 April
2023
|
|
Peter Nicol
|
Share
Option Plan
|
25 May
2021
|
132,500
|
1.73
|
25 May
2024
|
|
Peter Nicol
|
Share
Option Plan
|
8 April
2022
|
132,500
|
1.43
|
8 April
2025
|
|
Peter Nicol
|
Omnibus
Option Plan
|
18
September 2023
|
132,500
|
1.15
|
18
September 2026
|
|
Beverley Smith
|
Share
Option Plan
|
22 December
2020
|
115,000
|
2.07
|
22 December
2023
|
|
Beverley Smith
|
Share
Option Plan
|
25 May
2021
|
15,000
|
1.73
|
25 May
2024
|
|
Beverley Smith
|
Share
Option Plan
|
8 April
2022
|
130,000
|
1.43
|
8 April
2025
|
|
Beverley Smith
|
Omnibus
Option Plan
|
18
September 2023
|
127,500
|
1.15
|
18
September 2026
|
|
Stanley Smith
|
Share
Option Plan
|
6 April
2020
|
45,835
|
0.48
|
6 April
2023
|
|
Stanley Smith
|
Share
Option Plan
|
25 May
2021
|
137,500
|
1.73
|
25 May
2024
|
|
Stanley Smith
|
Share
Option Plan
|
8 April
2022
|
137,500
|
1.43
|
8 April
2025
|
|
Stanley Smith
|
Omnibus
Option Plan
|
18
September 2023
|
137,500
|
1.15
|
18
September 2026
|
|
Harrie Vredenburg
|
Share
Option Plan
|
5 April
2019
|
115,000
|
0.23
|
5 April
2022
|
|
Harrie Vredenburg
|
Share
Option Plan
|
6 April
2020
|
115,000
|
0.48
|
6 April
2023
|
|
Harrie Vredenburg
|
Share
Option Plan
|
25 May
2021
|
117,500
|
1.73
|
25 May
2024
|
|
Harrie Vredenburg
|
Share
Option Plan
|
8 April
2022
|
117,500
|
1.43
|
8 April
2025
|
|
Harrie Vredenburg
|
Omnibus
Option Plan
|
18
September 2023
|
115,000
|
1.15
|
18
September 2026
|
*** Options
will become vested in tranches on the first and second anniversary
of the grant date before becoming fully vested on the third
anniversary of the grant date.
|
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
|
Details of any indemnity or
option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an
inducement to deal or refrain from dealing entered into by the
party to the offer making the disclosure or any person acting in
concert with it:
Irrevocable commitments and
letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state
"none"
|
|
None
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
|
Details of any agreement,
arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert
with it, and any other person relating to:
(i) the voting rights
of any relevant securities under any option; or
(ii) the voting rights or
future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such
agreements, arrangements or understandings, state
"none"
|
|
None
|
(c)
Attachments
Are
any Supplemental Forms attached?
|
Supplemental Form 8 (Open
Positions)
|
NO
|
|
Supplemental Form 8
(SBL)
|
NO
|
Date of disclosure:
|
15 May
2024
|
Contact name:
|
Paul Baay
|
Telephone number:
|
+1 403 750
4487
|
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The
Panel's Market Surveillance Unit is available for consultation in
relation to the Code's disclosure requirements on +44 (0)20 7638
0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.