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.
Touchstone Exploration Inc. ("Touchstone" or the "Company")
(TSX:TXP)(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
£3.0 million (approximately $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 $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 £2.7 million (approximately
$4.6 million) to finance the expansion of Touchstone’s 2018
drilling program 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 program, Touchstone’s Board of Directors also approved a
24 well recompletion program 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 advisor.
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 program
in Trinidad. Not only will the enlarged capital program 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 $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 OfficerMr. Scott Budau, Chief
Financial OfficerMr. James Shipka, Chief Operating Officer
www.touchstoneexploration.com |
Tel: +1
(403) 750-4487 |
|
|
Shore Capital (Nominated Advisor and Joint
Broker) |
|
Nominated
Advisor: Edward Mansfield / Mark PercyCorporate Broking: Jerry
Keen |
Tel: +44
(0) 20 7408 4090 |
|
|
GMP FirstEnergy (Joint Broker) |
|
Jonathan
Wright / Hugh Sanderson |
Tel: +44
(0) 207448 0200 |
|
|
Mackie Research Capital Corporation (Strategic
Advisor) |
|
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 press release,
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 press
release may constitute forward-looking statements within the
meaning of applicable securities laws. Forward-looking statements
in this press release 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 press release 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 press
release.
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 press release 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
press release 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
press release 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 press
release or any of its contents.
This press release must not be acted on or
relied on by persons who are not Relevant Persons. Persons
distributing this press release must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this press release relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons. This press
release does not itself constitute an offer for sale or
subscription of any securities in the Company.
Neither this press release 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 press release 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 press release 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 press release, 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 press
release 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 press release. Any
representation to the contrary is a criminal offence in the United
States.
The information contained in this press release
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 press
release or its accuracy, completeness or fairness. The information
in this press release is subject to change. However, the Company
does not undertake to provide the recipient of this press release
with any additional information, or to update this press release or
to correct any inaccuracies, and the distribution of this press
release 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 press release.
This press release 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 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 PRESS RELEASE CONTAINS INSIDE INFORMATION
FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014.
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