RESULTS OF 2024 SHAREHOLDERS'
MEETING
CALGARY, ALBERTA (June 20, 2024) -
Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces that all
matters presented for approval at the 2024 annual meeting of
shareholders (the "Meeting") held virtually on June 19, 2024 were
fully authorized and approved.
A total of 66,700,107 common shares
of the Company were voted in connection with the Meeting,
representing 28.48% of the common shares eligible to vote at the
Meeting.
During the business proceedings of
the Meeting, Touchstone's shareholders approved the
following:
1. Ordinary resolution to fix the number of directors of the
Company to be elected at the Meeting at nine, with 64.36% of the
common shares represented at the Meeting voting in favour of the
resolution.
2. All of the nominees
proposed as directors were duly elected as directors of Touchstone,
with the number and percentage of common shares represented at the
Meeting voting in favour of and withheld from voting for each of
the individual nominees as follows:
Director Nominee
|
Votes For
|
Votes
Withheld
|
Number
|
Percent (%)
|
Number
|
Percent (%)
|
Jenny Alfandary
|
38,975,609
|
65.10
|
20,893,312
|
34.90
|
Paul R. Baay
|
48,977,657
|
81.81
|
10,891,264
|
18.19
|
Dr. Priya Marajh
|
41,903,339
|
69.99
|
17,965,582
|
30.01
|
Kenneth R. McKinnon
|
38,165,899
|
63.75
|
21,703,022
|
36.25
|
Peter Nicol
|
41,308,649
|
69.00
|
18,560,272
|
31.00
|
Beverley Smith
|
41,752,672
|
69.74
|
18,116,249
|
30.26
|
Stanley T. Smith
|
40,477,375
|
67.61
|
19,391,546
|
32.39
|
Dr. Harrie Vredenburg
|
38,141,614
|
63.71
|
21,727,307
|
36.29
|
John D. Wright
|
35,372,205
|
59.08
|
24,496,716
|
40.92
|
3. Ordinary resolution to appoint the firm of KPMG LLP, Chartered
Professional Accountants of Calgary, Alberta, to serve as auditors
of Touchstone for the ensuing
year at such remuneration as may be
determined by the Company's board of directors (the "Board"), with
96.79% of the common shares represented at the Meeting voting in
favour of the resolution.
4. Ordinary resolution approving and reconfirming the
continuation of the Company's existing shareholder rights plan
agreement, with 90.21% of the common shares represented at the
Meeting voting in favour of the resolution.
Touchstone notes that the
resolutions relating to the election of the director nominees were
passed but that resolutions relating to non-executive director
nominees did not attain the support of more than 80% of the common
shares voted at the Meeting.
To understand the reasoning behind
the votes, initial discussions were held with certain shareholders
regarding aspects of corporate governance prior to the Meeting. The
Company's Board have been made aware and acknowledge concerns
relating to the size of the Board. The Board intends to take
appropriate action to reduce the number of directors following the
anticipated completion of Touchstone's previously announced
proposed acquisition of Trinity Exploration and Production
plc.
Full voting results on all
matters considered at the Meeting are
available under Touchstone's profile on SEDAR+
at www.sedarplus.ca.
Touchstone Exploration Inc.
Touchstone Exploration Inc. is a
Calgary, Alberta 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.
Paul Baay, President and Chief
Executive
Officer
Tel: +1 (403) 750-4487
Scott Budau, Chief Financial
Officer
Shore Capital (Nominated Advisor and Joint
Broker)
Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 207 408 4090
Canaccord Genuity (Joint Broker)
Adam James / Ana
Ercegovic
Tel: +44 (0) 207 523 8000
FTI
Consulting (Financial PR)
Nick Hennis / Ben Brewerton
Tel: +44 (0) 203 727 1000
Email: touchstone@fticonsulting.com
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.
For further information regarding the Company's
proposed acquisition of Trinity Exploration and Production Plc
and the related advisories thereto,
please refer refer to the Company's announcement dated
May 1, 2024 entitled "Touchstone
Exploration Announces Acquisition of Trinity Exploration and
Production PLC" and the Rule 2.7 Announcement, both of which
are available under the Company's profile
on SEDAR+ (www.sedarplus.ca)
and on the Company's website (www.touchstoneexploration.com).
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.