NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
19
September 2024
ALL SHARE
OFFER
for
Trinity Exploration &
Production Plc ("Trinity")
by
Touchstone Exploration Inc.
("Touchstone")
Offer update - lapsing of
Acquisition
CALGARY, ALBERTA - The board of
directors of Touchstone (the "Touchstone Board") notes Trinity's
announcement on 18 September 2024 (the "Announcement") that the
board of directors of Trinity (the "Trinity Board") are seeking the
permission of the Court to formally withdraw the Scheme
("Withdrawal") at a Court hearing which has been scheduled for 25
September 2024 (the "Withdrawal Hearing").
Notwithstanding withdrawal of the
Scheme, the Touchstone Board confirms that it does not intend to
exercise its right to implement the Acquisition by way of a
Takeover Offer for the Trinity Shares as an alternative to the
Scheme (as provided for under paragraph 10 of Part B of Part Three
of the Touchstone Scheme Document).
Consequently, the Touchstone Board
has requested the Takeover Panel's consent for the Acquisition to
lapse upon Withdrawal taking effect, which consent has been
granted.
As stated in the Announcement,
assuming the Court grants its permission for Withdrawal at the
Withdrawal Hearing, Withdrawal will take effect immediately
following the Withdrawal Hearing, at which time the Acquisition
will also lapse with immediate effect.
Paul Baay, President and Chief Executive Officer of
Touchstone, commented:
"We are disappointed with the outcome of this
process, and the fact that UK takeover rules make it possible for
our offer not to complete at such a late stage in the process
despite having obtained both shareholder and regulatory
approvals. We believe our offer
represented compelling value for all
stakeholders.
However, Touchstone remains committed to maintaining strict
discipline in all corporate activities. We will only pursue
investments that align with our strategic and financial goals,
ensuring they deliver value to our shareholders.
As
we continue to advance our operations to tie in the Cascadura-2ST1
and Cascadura-3ST1 wells towards their first production, along with
our upcoming fourth-quarter drilling program, we look forward to
updating our shareholders on our strategic and operational progress
in the coming months. We will soon provide an updated presentation
and host an investor forum to share our
developments."
Capitalised terms used but not
defined in this announcement have the meanings given to them in the
shareholder circular published by Trinity in connection with the
Scheme on 24 May 2024 (the "Touchstone Scheme
Document").
Enquiries:
Touchstone Exploration Inc.
Paul Baay, President and Chief
Executive
Officer
Tel: +1 (403) 750-4487
Scott Budau, Chief Financial
Officer
Brian Hollingshead, Vice President
Engineering and Business Development
Shore Capital (Lead Financial Adviser, Nominated Advisor and
Joint Broker)
Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 207 408 4090
Canaccord Genuity (Co-Financial Adviser and Joint
Broker)
Adam James / Charlie
Hammond
Tel: +44 (0) 207 523 8000
Important Notices
Shore Capital & Corporate
Limited and Shore Capital Stockbrokers Limited (either individually
or collectively "Shore Capital") which are authorised and regulated
by the Financial Conduct Authority in the United Kingdom, are
acting exclusively as lead financial adviser and joint corporate
broker for Touchstone and for no-one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Touchstone for providing the protections afforded
to clients of Shore Capital, or for providing advice in relation to
the Acquisition or any other matter referred to herein. Neither
Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with this announcement, any statement
contained herein or otherwise.
Canaccord Genuity Limited
("Canaccord Genuity"), which is authorised and regulated in the UK
by the FCA, is acting as co-financial adviser and joint corporate
broker to Touchstone and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone
other than Touchstone for providing the protections afforded to
clients of Canaccord Genuity or for providing advice in relation to
contents of this announcement or any other matters referred to in
this announcement. Neither Canaccord Genuity nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
Publication on Website
In accordance with Rule 26.1 of the
Code a copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on the investor relations section of
Touchstone's website at
https://www.touchstoneexploration.com/trinity-acquisition/ by no
later than 12.00 noon (London time) on the business day immediately
following this announcement. The content of the website referred to
in this announcement is not incorporated into and does not form
part of this announcement.
Advisory Regarding Forward-looking
Statements
The information provided in this
announcement contains certain forward-looking statements and
information (collectively, "forward-looking statements") within the
meaning of applicable securities laws. Such forward-looking
statements include, without limitation, forecasts, estimates,
expectations and objectives for future operations that are subject
to assumptions, risks and uncertainties, many of which are beyond
the control of the Company. Forward-looking statements are
statements that are not historical facts and are generally, but not
always, identified by the words "expect", "plan", "anticipate",
"believe", "intend", "maintain", "continue to", "pursue", "design",
"result in", "sustain" "estimate", "potential", "growth",
"near-term", "long-term", "forecast", "contingent" and similar
expressions, or are events or conditions that "will", "would",
"may", "could" or "should" occur or be achieved. The
forward-looking statements contained in this announcement speak
only as of the date hereof and are expressly qualified by this
cautionary statement.
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 2023 Annual
Information Form dated March 20, 2024 which is available under the
Company's profile on SEDAR+ (www.sedarplus.ca)
and on the Company's website (www.touchstoneexploration.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 or
intent to update publicly or revise any forward-looking statements
made herein or otherwise, whether as a result of new information,
future events or otherwise.
