TIDMTXP
RNS Number : 4113Q
Touchstone Exploration Inc.
19 February 2019
GBP3.8m (C$6.5m) PRIVATE PLACEMENT
Calgary, Alberta - February 19, 2019 - Touchstone Exploration
Inc. ("Touchstone" or the "Company") (TSX / LSE: TXP), announces
that it intends to complete a private placement directed towards
United Kingdom institutional investors (the "Private Placement").
The Company expects to raise gross proceeds of GBP3.8 million
(approximately C$6.5 million) by way of a placing of 31,666,667 new
common shares of no par value (the "New Common Shares") at a price
of 12 pence (approximately C$0.205) per New Common Share (the
"Placement Price"). The Placement Price represents a 4 percent
discount to 12.5 pence, which was the closing price of the
Company's common shares on the AIM market of the London Stock
Exchange on February 18, 2019.
The Company intends to use the net proceeds from the Private
Placement to finance the drilling of an exploration well in the
Corosan west region of its Ortoire exploration property (80%
working interest). Touchstone anticipates spudding the well in the
second quarter of 2019 targeting a total depth of 9,000 feet. For
details of the nature and quantities of contingent and prospective
gas resources targeted, see the estimates prepared by the Company's
independent reserve and resource evaluators summarised in the
Company's January 17, 2019 announcement.
In response to the crude oil price volatility experienced in the
fourth quarter of 2018, Touchstone has held back from recommencing
a development drilling program. This remains under active review,
and the Company expects to use cash flows from operations to
finance future development drilling based on the prevailing
commodity market. The Company delivered average crude oil sales
volumes of 1,994 barrels per day in January 2019.
Shore Capital and GMP FirstEnergy acted as joint brokers in
connection with the Private Placement.
Paul Baay, President and Chief Executive Officer, commented:
"The Ortoire block has been the primary focus of our exploration
team over the past three years, and the recent independent prospect
evaluation prepared by our independent reserve and resource
evaluators has supported our belief in its potential. Today's
funding allows us to make a firm commitment for the drilling of the
first exploration well on the property. Success at this well could
deliver a new core area and may enable us to de-risk multiple
follow-up locations on the property. The opportunity at the Ortoire
block represents a potential step change for Touchstone in terms of
reserves, production and net asset value, and I look forward to
updating the market post drilling."
Listing and Voting Rights
Application has been made for the New Common 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 New Common Shares are expected to be
issued and admitted to trading on February 26, 2019. The New Common
Shares will represent approximately 19.7 percent of the total
issued share capital in the Company on Admission.
All New 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 New
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
160,688,095 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 Private Placement includes a subscription by North Energy
Capital AS, a 11.5 percent shareholder of the Company, in respect
of 3,750,000 New Common Shares. Following Admission, North Energy
Capital AS will hold 18,548,750 common shares, representing 11.5
percent of the enlarged share capital of the Company.
The participation in the Private Placement by North Energy
Capital AS is considered 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:
Touchstone Exploration Inc.
Mr. Paul Baay, President and Chief Executive Officer Tel: +1
(403) 750-4487
Mr. Scott Budau, Chief Financial Officer
Mr. James Shipka, Chief Operating Officer
www.touchstoneexploration.com
Shore Capital (Nominated Advisor and Joint Broker)
Nominated Advisor: Edward Mansfield / Mark Percy / Daniel Bush Tel: +44 (0) 207 408 4090
Corporate Broking: Jerry Keen
GMP FirstEnergy (Joint Broker)
Jonathan Wright / Hugh Sanderson Tel: +44 (0) 207 448 0200
Camarco (Financial PR)
Nick Hennis / Jane Glover / Billy Clegg Tel: +44 (0) 203 757
4980
Advisories
For reference purposes in this announcement, one British pound
has been translated into 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
anticipated size, pricing and 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, the Company's intended use of the net
proceeds of the Private Placement, including the potential
undertaking, timing, number, locations and costs of future
exploration and development well drilling and, and the sufficiency
of resources and available financing to fund future exploration and
development well drilling and completion 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, 2017 Annual Information Form dated March 26, 2018 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 or admission document will be made available in
connection with the matters contained in this announcement.
In any EEA Member State that has implemented Directive
2003/71/EC (together with any implementing measures in any Member
State and as superseded by Regulation (EU) 2017/1129 (as
applicable) ("the Prospectus Directive") other than the United
Kingdom), this announcement 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
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,
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
announcement 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
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.
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 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 announcement 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 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.
The New Common 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 New 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 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. However, 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 Private Placement or any transaction or
arrangement referred to in this announcement.
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 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.
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
IOECKFDPOBKDOBD
(END) Dow Jones Newswires
February 19, 2019 02:00 ET (07:00 GMT)
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