REG - Touchstone Explrtn. - Proposed fundraise of US$10m to US$15m
04/06/2026 16:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260604:nRSD0897Ha&default-theme=true
RNS Number : 0897H Touchstone Exploration Inc. 04 June 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF TOUCHSTONE EXPLORATION INC. IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). IN ADDITION,
MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH
INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
TOUCHSTONE EXPLORATION INC.
PROPOSED FUNDRAISE OF US$10 MILLION TO US$15 MILLION
CALGARY, ALBERTA (June 4, 2026) - Touchstone Exploration Inc. ("Touchstone" or
the "Company") (TSX, LSE: TXP) announces the launch of an integrated financing
to raise gross proceeds of between US$10 million and US$15 million (between
approximately £7.4 million / C$13.9 million and £11.2 million / C$20.8
million), of which US$10 million is expected to be provided by Touchstone's
largest existing shareholder, Purebond Limited (the "Fundraise").
The Fundraise will be conducted via the issue of new common shares of no par
value in the capital of the Company ("Common Shares") at a price of 7 pence
(equivalent to approximately C$0.13) each (the "Issue Price") and consists of:
· an aggregate investment of up to US$10 million by Purebond
Limited ("Purebond"), comprising (i) a direct subscription (the
"Subscription") by Purebond for new Common Shares (the "Subscription Shares")
at the Issue Price pursuant to the subscription agreement entered into with
the Company dated June 4, 2026 (the "Subscription Agreement"), subject to
clawback to satisfy valid applications pursuant to the Placing and the LIFE
Offering (both as defined below) and (ii) pursuant to the Subscription
Agreement and the related repayment and subscription agreement between the
Company and Purebond, unsecured non-convertible debt securities of the Company
(a debenture) (the "Debt Securities") in connection with the Fundraise; such
Debt Securities are not issued at the Issue Price;
· a non-pre-emptive placing (the "Placing") of new Common Shares
(the "Placing Shares") at the Issue Price to certain institutional and other
investors, to be carried out by way of an accelerated bookbuild;
· a non-pre-emptive private placement (the "LIFE Offering") of new
Common Shares (the "LIFE Offering Shares") at the Issue Price to certain
investors in Canada pursuant to the Listed Issuer Financing Exemption ("LIFE")
(under applicable Canadian securities laws); and
· a non-pre-emptive retail offer through the Winterflood Retail
Access Platform ("WRAP") (the "WRAP Offer") to raise gross proceeds of up to
£0.74 million (US$1.0 million / C$1.4 million) through the issue of new
Common Shares at the Issue Price (the "WRAP Offer Shares" and together with
the Placing Shares, the LIFE Offering Shares and the Subscription Shares, the
"Offer Shares") to be made on terms outlined in a separate announcement.
The Issue Price represents a 3.4 percent discount to 7.25 pence, which was the
closing price of the Common Shares on the AIM market ("AIM") of the London
Stock Exchange on June 3, 2026.
The Placing is to be conducted by way of an accelerated bookbuild process (the
"Bookbuild") which will commence immediately following this Announcement and
will be subject to the terms and conditions set out in Appendix 1 to this
Announcement.
Canaccord Genuity Limited ("Canaccord") is acting as Nominated Adviser and
Lead Bookrunner and Cavendish Capital Markets Limited ("Cavendish") is acting
as a Joint Bookrunner (together, the "Joint Bookrunners") in connection with
the Placing.
There is an offering document (the "Offering Document") related to the LIFE
Offering in Canada that can be accessed under the Company's profile at
www.sedarplus.ca (http://www.sedarplus.ca) and on the Company's website at
www.touchstoneexploration.com (http://www.touchstoneexploration.com/) .
Prospective investors in Canada should read the Offering Document before
making an investment decision.
Canaccord Genuity Corp, acting as Canadian Adviser, has been engaged to find
subscribers for the LIFE Offering Shares on a "best efforts" basis.
The Subscription Shares will be subscribed for on the terms of the
Subscription Agreement, rather than pursuant to the terms and conditions of
the Placing or the LIFE Offering.
Trading of the Common Shares on the Toronto Stock Exchange ("TSX") was halted
as of 11:36 a.m. (Toronto time) today at the request of the Company, pending
the release of this Announcement. The trading halt will continue until 8:00
a.m. (Toronto time) on June 5, 2026, at which time trading of the Common
Shares on the TSX is expected to continue in the normal course during trading
hours.
The Fundraise is expected to close (being the admission and settlement of the
Placing Shares, the LIFE Offering Shares, the Retail Shares, the First Tranche
Subscription Shares and the Debt Securities) concurrently on or about June 10,
2026.
Background to the Fundraise and Intended Use of Proceeds
The net proceeds from the Fundraise are intended to accelerate the Company's
2026 development program and fortify its financial position. Specifically,
capital will be deployed to:
· Execute high-impact drilling: Fund the next phase of development
wells to drive near-term volume growth.
· Enhance existing assets: Perform low-cost, production-enhancing
recompletions and workovers across the asset portfolio.
· Strengthen the balance sheet: Reduce aged trade payables and
resolve historical working capital constraints.
Operational Performance and Pricing Dynamics
The Company has continued to advance its operational and development
activities during 2026. Average daily production for the quarter ended March
31, 2026 rose 8 percent year-over-year to 4,657 boe/d, with April 2026 sales
volumes averaging 4,700 boe/d.
A significant catalyst for revenue growth lies in the Company's transition to
anticipated higher-margin Central block marketing contracts:
· Current realizations: March 2026 Central block LNG sales volumes
achieved US$4.22/MMBtu (net of LNG fees) under the current Train 4 agreement.
· Near-term upside: All gross production exceeding 7.1 Bcf
(approximately 4.6 Bcf net) for the October 2025 to September 2026 period is
eligible for nomination to the Atlantic LNG Train 2/3 marketing contract.
· The arrangement utilizes pricing formulas that are more directly
linked to international LNG pricing benchmarks and, based on pricing
assumptions used in the Company's March 2026 forecasts, was estimated to
generate net realizations of approximately US$11.75/MMBtu (net of LNG fees).
Due to scheduled Train 4 and pipeline infrastructure maintenance periods
running through July 19, 2026, the Company is currently redirecting and
selling Central field production through this higher-yielding Train 2/3
contract and the domestic market.
· Future flexibility: The Train 4 agreement expires in May 2027,
allowing the Company to transition all Central block production volumes to the
Train 2/3 contract over the longer term.
2026 Development Plan
The Company has achieved strong operational progress on its 2026 capital
program, as the FR-1835 and FR-1836 development wells on the WD-8 block were
successfully drilled, completed and placed on production in mid-May 2026.
Key Upcoming Milestones:
· Second Quarter 2026: Commissioning of the Cascadura booster
compressor is targeted for June to stabilize production and increase plant
deliverability.
· Third Quarter 2026: Planned activities include drilling two
development commitment wells on the WD-4 block((1)), executing a targeted
recompletion and workover program across the Central and Ortoire blocks, and
spudding the Central block BR-2 well.
· Fourth Quarter 2026: Integration of the new WD-4 and BR-2 wells
into the production stream and commencement of drilling the CR-4 development
well((1)) on the Central block.
((1))Note that the drilling of the WD-4 and the CR-4 development wells are
contingent on the Company raising in excess of US$10 million as disclosed
below.
Production Potential
Successful execution across the WD-4, Cascadura, and Central blocks provides
for the potential for a meaningful increase in production volumes. Management
estimates that average production could grow from approximately 4,700 boe/d to
approximately 6,800 boe/d by March 2027. The majority of this incremental
growth is expected to be driven from the Central block wells. These figures
represent potential production levels based on successful development outcomes
and remain subject to operational progress, final funding levels, and
individual well productivity.
Liquidity and Going Concern Considerations
A portion of the proceeds from the fundraise are expected to be used to
strengthen liquidity and reduce working capital constraints identified in the
going concern note included in the Company's March 31, 2026, unaudited interim
condensed consolidated financial statements.
Under Management's current assumptions, including the lower US$10 million
funding scenario, this strategic use of capital is expected to mitigate the
risk of year-end 2026 financial covenant breaches under its Trinidad-based
loan agreement. Additionally, the Company has secured a formal waiver from its
lender, eliminating the testing of the debt service coverage covenant for the
2026 financial year.
Expected Use of Proceeds
Description of use of gross proceeds from the Fundraise (millions of US$) US$10 million case US$15 million case
Well workovers (Cascadura and Central) 1.1 1.1
WD-4 block (Two minimum commitment wells) - 2.7
New drill - BR-2 (Central) 4.0 4.0
New drill - CR-4 (Central) - 1.8
Working capital and vendor payables 8.4 10.1
Less: forecasted funds flow from operations (3.5) (4.7)
Total gross proceeds 10.0 15.0
Related Party Participation
Purebond has entered into a Subscription Agreement with the Company as part of
the Fundraise. This is deemed to be a transaction with a related party
pursuant to Rule 13 of the AIM Rules for Companies by virtue of Purebond being
a 15.4 percent shareholder of the Company. The Fundraise may also constitute a
related party transaction for purposes of applicable Canadian securities laws,
including Multilateral Instrument 61-101. Further details of the Purebond
allocations and related party transaction details shall be provided upon close
of the Fundraise.
Shareholder Approval
It is expected that the Fundraise will be undertaken in two tranches. Under
the first tranche (the "First Tranche"), the Company plans to issue such
number of Common Shares as may be permitted to be issued without shareholder
approval under applicable TSX requirements, and for those shares (the "First
Tranche Shares") to be admitted to trading on the AIM market ("AIM") and the
TSX in advance of the remaining Offer Shares to be issued to Purebond (as
described below) (the "First Admission").
As part of the First Tranche, pursuant to the Subscription Agreement, the
Company will issue to Purebond a number of Subscription Shares (the "First
Tranche Subscription Shares") such that, prior to obtaining shareholder
approval at the General Meeting, Purebond's beneficial ownership of Common
Shares does not exceed 19.99 percent of the Company's total issued share
capital, and any remaining Purebond commitment that cannot be satisfied
through the issuance of Common Shares within applicable equity issuance
limitations (including any applicable TSX insider participation requirements)
will be satisfied through the issuance of Debt Securities.
Under the second tranche (the "Second Tranche"), subject to shareholder
approval from independent shareholders at a general and special meeting of
shareholders of the Company to be held on or about July, 23, 2026 (the
"General Meeting") and other applicable approvals, the Company expects that
any Debt Securities issued to Purebond in connection with the Fundraise will
be repaid in full and such repayment amount redirected into a subscription for
Common Shares one (1) Business Day following the General Meeting (provided
shareholder approval is obtained), or otherwise as described in the repayment
and subscription agreement between the Company and Purebond. If shareholder
approval is not obtained, such subscription and repayment mechanics will not
proceed, and the Debt Securities will remain outstanding. It is expected that
such Common Shares (the "Second Tranche Shares") will be admitted to trading
on AIM and the TSX on or about July 28, 2026 (the "Second Admission").
It is important to note that the First Tranche Shares shall be issued on First
Admission, which is expected to occur at 8:00 a.m. on June 10, 2026 (or such
later date as the Company and the Joint Bookrunners may agree). If the
approvals and other conditions required to repay in full the Debt Securities
and redirect the repayment amount into Common Shares (or otherwise settle
them) are not subsequently satisfied, the portion of Purebond's commitment not
satisfied through the issuance of Common Shares in the First Tranche will
remain in the form of the Debt Securities pending any further approvals.
Details of the Fundraise
UK Placing
The Joint Bookrunners will be conducting an accelerated book building process,
in respect of the Placing. The book will open with immediate effect. The Joint
Bookrunners have entered into an agreement with Touchstone (the "Placing
Agreement") under which, subject to the conditions set out therein, the Joint
Bookrunners will agree to use their respective reasonable endeavours to
procure subscribers for the Placing Shares at the Issue Price. The Placing is
subject to the terms and conditions set out in Appendix 1 to this
Announcement, including the completion of the Subscription and the LIFE
Offering. Members of the public are not entitled to participate in the
Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with Touchstone's existing issued Common Shares.
The number of Placing Shares to be allotted and issued by the Company pursuant
to the Placing will be determined at the close of the Bookbuild. It is
envisaged that the Bookbuild will close no later than 7:00 p.m. (London Time)
on June 4, 2026 but the timing of the closing of the Bookbuild and allocations
are at the absolute discretion of the Joint Bookrunners and the Company.
Details of the final number of Placing Shares and the Issue Price will be
announced as soon as practicable after the closing of the Bookbuild. The
Placing is not being underwritten. The Placing is conditional upon the
completion of the Subscription and the LIFE Offering and the admission to
trading and settlement of the First Tranche Subscription Shares and the LIFE
Offering Shares. The Issue Price for UK Placees (as defined below) pursuant to
the UK Placing has been translated at a fixed exchange rate of £1.00 to
C$1.864 such that it will be the same price in pounds sterling equivalent as
for placees participating in the LIFE Offering. In managing allocations among
the Placing and the WRAP Offer, the Company intends to comply with applicable
TSX requirements, including the TSX Company Manual s.607 limitation on the
number of Common Shares that may be issued without shareholder approval in
connection with the non-LIFE components of the Fundraise, with the LIFE
Offering structured as a bona fide LIFE offering under the TSX Company Manual
s.606.
Canadian LIFE Offering
Concurrent with the Placing, the WRAP Offer and the Subscription, subject to
compliance with applicable regulatory requirements and in accordance with
National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE
Offering Shares that may be sold in Canada under the LIFE Offering will be
offered for sale to purchasers in each of the provinces of Canada other than
Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI
45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from
Certain Conditions of the Listed Issuer Financing Exemption (the "Listed
Issuer Financing Exemption"). LIFE Offering Shares issued under the Listed
Issuer Financing Exemption will not be subject to a hold period under Canadian
securities legislation.
Canaccord Genuity Corp, acting as Canadian Adviser, has been engaged to find
subscribers for the LIFE Offering Shares on a "best efforts" basis.
Subscription
Concurrent with the Placing, the LIFE Offering and the WRAP Offer, the Company
has entered into a Subscription Agreement with Purebond in accordance with
which Purebond has irrevocably agreed to invest up to US$10,000,000 into the
Company pursuant to:
1. a subscription for a number of Common Shares equal to its
pro rata portion of the Placing Shares, the WRAP Offer Shares and the LIFE
Offering Shares (the "Basic Tranche 1 Subscription Shares") as part of the
Offering (the "Basic Subscription");
2. to the extent that the proceeds of: (i) the Basic
Subscription; (ii) the Placing; (iii) the WRAP Offer; and (iv) the LIFE
Offering would otherwise be less than US$10,000,000 (a "Basic Subscription
Shortfall"), a subscription for such additional Common Shares (if any) (the
"Additional Tranche 1 Subscription Shares" and, together with the Basic
Tranche 1 Subscription Shares, the "Tranche 1 Subscription Shares") at the
Issue Price which would give rise to proceeds equal to such Basic Subscription
Shortfall (the "Additional Tranche 1 Subscription" and together with the Basic
Subscription, the "Tranche 1 Subscription"), provided that, after giving
effect to such Additional Tranche 1 Subscription, Purebond's beneficial
ownership of Common Shares does not exceed 19.99 percent of the issued share
capital of the Company prior to the General Meeting, and the issuance of such
Common Shares complies with applicable TSX requirements (including any
applicable insider participation requirements); and
3. to the extent that the proceeds of: (i) the Tranche 1
Subscription; (ii) the Placing; (iii) the WRAP Offer; and (iv) the LIFE
Offering is less than US$10,000,000 (a "Tranche 1 Subscription Shortfall"), a
subscription for Debt Securities of the Company (the "Tranche 2 Subscription"
and, together with the Tranche 1 Subscription, the "Subscription") with an
issue price which would give rise to proceeds equal to such Tranche 1
Subscription Shortfall.
Purebond's obligation to subscribe for, and the Company's obligation to issue,
the Tranche 1 Subscription Shares is conditional upon admission of the Tranche
1 Subscription Shares to trading on AIM.
The Company's obligation to issue the Tranche 1 Subscription Shares is also
conditional upon (inter alia) acceptance of the terms of the Offering and the
Subscription Agreement by the TSX and all other regulatory approvals in
accordance with applicable law and regulation, including for greater certainty
the AIM Rules, Canadian Securities Laws and the TSX Company Manual.
In connection with the Subscription, the Company will issue the Debt
Securities to Purebond. Such Debt Securities are expected to be repaid in full
and the repayment amount redirected into a subscription for Common Shares one
(1) Business Day following the General Meeting, provided shareholder approval
is obtained and all other conditions to such repayment and subscription
mechanics are satisfied (including TSX approval, as applicable, or otherwise
as described in the repayment and subscription agreement between the Company
and Purebond). If shareholder approval is not obtained (or the other
conditions are not satisfied), such repayment and subscription mechanics will
not proceed, and the Debt Securities will remain outstanding. The Company will
not complete any subscription, repayment and redirection into Common Shares if
it would result in the cumulative issuance of more than 81,183,402 Common
Shares (being 25 percent of the Company's issued and outstanding Common Shares
as of the date of the agreement) without shareholder approval.
WRAP Offer
Concurrent with the Placing, the LIFE Offering and the Subscription, there
will be a separate offer by the Company on the Winterflood Retail Access
Platform ("WRAP") of WRAP Offer Shares at the Issue Price to provide UK retail
investors with an opportunity to participate in the Fundraise. The WRAP Offer
will be made on terms outlined in a separate announcement to be made shortly.
For the avoidance of doubt, the WRAP Offer is not part of the Placing, nor is
it underwritten, and is the sole responsibility of the Company.
Admission and Settlement
Application will be made for the Offer Shares to be admitted to trading on AIM
("Admission") and the TSX. It is expected that Admission of the First Tranche
Shares will take place at or around 8:00 a.m. (London time) on June 10, 2026
(or such later date as may be agreed between the Company, Canaccord and
Cavendish). The Placing is conditional upon, inter alia, the completion of the
Subscription and the LIFE Offering and Admission becoming effective. The
Placing is also conditional upon the Placing Agreement not being terminated in
accordance with its terms.
It is expected that Admission of the Second Tranche Shares, subject to
shareholder approval, will take place at or around 8:00 a.m. (London time) on
July 28, 2026.
Indicative timetable of principal events
2026
Close of the Bookbuild in respect of the Placing 7:00 p.m. (London Time) on June 4
Close of the Bookbuild in respect of the LIFE Offering 6:00 p.m. EDT on June 4
Announcement of the initial results of the Subscription, Placing and LIFE By 8:00 a.m. (London time) on June 5
Offering
Announcement of the results of the WRAP Offer and the final results of the By 8:00 a.m. (London time) on June 8
Subscription, Placing and LIFE Offering
Settlement of the Placing Shares, the LIFE Offering Shares, the Retail Shares, June 10
the First Tranche Subscription Shares, and the Debt Securities
Announcement of the Closing of the Fundraise By 11:00 p.m. EDT on June 10
Posting of the Notice of 2026 Annual and Special Meeting of Shareholders and June 23
Management Information Circular to shareholders
Special Meeting and Annual General Meeting July 23
Repayment of the Debt Securities and Admission of the Second Tranche Shares On or about July 28
The timing of the closing of the Subscription, the Bookbuild, the LIFE
Offering and the WRAP Offer and allocations are at the absolute discretion of
the Company and, where applicable, the Joint Bookrunners or Canadian Adviser.
If any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.
Certain of the events in the above timetable are conditional upon, inter alia,
the approval of the Resolutions to be proposed at the General Meeting.
This Announcement should be read in its entirety. In particular, you should
read and understand Appendix 1 and the information provided in the "Important
Notice to Investors" section of this Announcement.
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 (http://www.touchstoneexploration.com) or
contact:
Touchstone Exploration Inc.
Paul R. Baay, President and Chief Executive
Officer Tel: +1 (403) 750-4487
Scott Budau, Chief Financial Officer
Brian Hollingshead, EVP Engineering and Business Development
Canaccord Genuity (Nominated Advisor and Joint Broker)
Adam James / Charlie
Hammond
Tel: +44 (0) 207 523 8000
Sam Lucas / Darren Furby
Cavendish Capital Markets Limited (Joint Broker)
Neil McDonald / Derrick Lee / Graham
Hall Tel:
+44 (0) 131 220 6939
FTI Consulting (Financial PR)
Nick Hennis / Ben
Brewerton
Tel: +44 (0) 203 727 1000
Email: touchstone@fticonsulting.com (mailto:touchstone@fticonsulting.com)
Advisories
Certain information contained in this Announcement would have been deemed
inside information as stipulated under the UK version of the EU Market Abuse
Regulation (2014/596) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented from time to time, until
the release of this Announcement.
Exchange Rate
For reference purposes in this Announcement, one British pound has been
converted into United States dollars at a rate of 1.00 to US$1.3426 and
Canadian dollars at a rate of 1.00 to C$1.8640.
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", "believe",
"estimate", "potential", "anticipate", "forecast", "pursue", "aim", "intends"
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.
Specifically, this Announcement includes, but is not limited to,
forward-looking statements relating to: the UK Placing, the WRAP Offer, the
LIFE Offering and the Subscription, including the size, pricing and timing
thereof, the type of securities being offered thereunder (including any Debt
Securities), the investors participating therein, the intended use of proceeds
therefrom (including with respect to future exploration, development and
production activities and the locations thereof), the conditions and approvals
required and applications being filed in connection therewith; the Company's
business plans, strategies, priorities and development plans; anticipated
developmental drilling and facility upgrade activities, including locations,
the timing thereof and related production and cash flows therefrom; estimated
field estimated production rates; projected future production rates; expected
future pricing under various LNG contracts; the Company's expectation of
removing its going concern note in the future; the Company's ability to amend
its current loan agreement and/or obtain future waivers for projected
financial covenant breaches; and Touchstone's current and future financial
position, including the Company's liquidity and the sufficiency of resources
to fund current obligations future capital expenditures. The Company's actual
decisions, activities, results, performance, or achievement could differ
materially from those expressed in, or implied by, such forward-looking
statements and accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur or, if
any of them do, what benefits that Touchstone will derive from them.
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 2025
Annual Information Form dated March 30, 2026 which is available on the
Company's profile on SEDAR+ (www.sedarplus.ca (http://www.sedarplus.ca/) ) and
website (www.touchstoneexploration.com (http://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.
This Announcement contains future-oriented financial information and financial
outlook information (collectively, "FOFI") about Touchstone's prospective
results of operations and production included in its 2026 development plan and
resulting production potential, all of which are subject to the same
assumptions, risk factors, limitations, and qualifications as set forth in the
paragraphs above.
The FOFI contained in this Announcement was approved by Management as of the
date of this Announcement and was provided for the purpose of providing
further information about Touchstone's future business operations. This
information has been provided for illustration only and, with respect to
future periods, is based on budgets and forecasts that are speculative and are
subject to a variety of contingencies and may not be appropriate for other
purposes. Touchstone and its Management believe that FOFI has been prepared on
a reasonable basis, reflecting Management's best estimates and judgments, and
represents, to the best of Management's knowledge and opinion, the Company's
expected course of action. However, because this information is highly
subjective, it should not be relied on as necessarily indicative of future
results. Touchstone disclaims any intention or obligation to update or revise
any FOFI contained herein, whether as a result of new information, future
events or otherwise, unless required pursuant to applicable law. Readers are
cautioned that the FOFI contained herein should not be used for purposes other
than for which it is disclosed herein, and the FOFI contained herein is not
conclusive and is subject to change. Variations in forecasted commodity
prices, differences in the amount and timing of capital expenditures, and
variances in average production estimates and decline rates can have a
significant impact on the key performance measures included in the guidance
disclosed herein. Management does not have firm commitments for all of the
costs, expenditures, prices or other financial assumptions used to prepare the
financial outlook or assurance that such operating results will be achieved
and, accordingly, the complete financial effects of the forecasted costs,
expenditures, prices and operating results are not objectively determinable.
The actual results of the Company's operations and the resulting financial
results will vary from the amounts set forth in this Announcement and such
variations may be material.
Oil and Natural Gas Measures
To provide a single unit of production for analytical purposes, natural gas
production has been converted mathematically to barrels of oil equivalent. The
Company uses the industry-accepted standard conversion of six thousand cubic
feet of natural gas to one barrel of oil (6 Mcf = 1 bbl). The 6:1 boe ratio is
based on an energy equivalent conversion method primarily applicable at the
burner tip. It does not represent a value equivalency at the wellhead and is
not based on either energy content or current prices. While the boe ratio is
useful for comparative measures and observing trends, it does not accurately
reflect individual product values and may be misleading, particularly if used
in isolation, as the value ratio between crude oil and natural gas based on
current commodity prices may differ significantly from the 6:1 energy
equivalency ratio.
Product Type Disclosures
This Announcement includes references to April 2026 average daily production.
In accordance with NI 51-101 Standards of Disclosure for Oil and Gas
Activities ("NI 51-101"), disclosure of production volumes must include
segmentation by product type as defined in the instrument. In this
Announcement, references to "crude oil and liquids" include the combined
product types light and medium crude oil, condensate and propane, and
references to "natural gas" refer to conventional natural gas, all as defined
in the instrument.
This Announcement includes references to crude oil, NGLs, crude oil and
liquids, natural gas average daily production volumes. Under NI 51-101,
disclosure of production volumes should include segmentation by product type
as defined in the instrument. In this Announcement, references to "crude oil"
refer to light and medium crude oil and heavy crude oil; references to "NGLs"
refer to condensate and propane; and references to "natural gas" refer to
conventional natural gas, all as defined in the instrument. References to
"crude oil and liquids" include crude oil and NGLs.
The Company's average net production volumes for April 2026 consist of the
following product types as defined in NI 51-101 using a conversion of 6 Mcf to
1 boe where applicable.
Period Light and Medium Crude Oil (bbls/d) Condensate (bbls/d) Other NGLs (bbls/d) Conventional Natural Gas (Mcf/d) Total Oil Equivalent (boe/d)
April 2026 981 158 332 19,374 4,700
For further information regarding specific product disclosures in accordance
with NI 51-101, including first quarter 2026 average daily production
information by product type, please refer to the "Advisories - Product Type
Disclosures" section of the Company's most recent Management's discussion and
analysis for the three months ended March 31, 2026 accompanying the March 31,
2026 unaudited interim condensed consolidated financial statements, both of
which are available on the Company's profile on SEDAR+ (www.sedarplus.ca
(http://www.sedarplus.ca/) ) and website (www.touchstoneexploration.com
(http://www.touchstoneexploration.com/) ).
Abbreviations
The following abbreviations may be referenced in this Announcement:
bbl(s) barrel(s)
bbls/d barrels per day
boe barrels of oil equivalent
boe/d barrels of oil equivalent per day
Mcf thousand cubic feet
Mcf/d thousand cubic feet per day
Bcf billion cubic
feet
LNG liquefied natural gas
NGL(s) natural gas liquid(s)
US$ United States dollars
C$ Canadian dollars
£ Pounds sterling
Important Notice to Investors
No prospectus or admission document has been or will be filed, published or
made available in connection with the matters described in this Announcement.
Members of the public are not eligible to take part in the Placing. In any EEA
Member State, this Announcement is only addressed to and directed at persons
in such member states who are qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation") including any implementing measure in any member state
("Qualified Investors"). In addition, in the United Kingdom, this Announcement
is addressed and directed only at persons who are qualified investors within
the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions
to Trading Regulations 2024 ("POATR") and 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 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.
All offers of the Placing Shares in the EEA and the United Kingdom will be
made pursuant to an exemption under the EU Prospectus Regulation and POATR
(respectively) from the requirement to produce a prospectus. In the United
Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) ("FSMA") does not require the approval of the Announcement
by an authorised person.
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 or
in Canada, except for the LIFE Offering in each of the provinces of Canada
other than Quebec made pursuant to the Listed Issuer Financing Exemption. The
Fundraise and the distribution of this Announcement and other information in
connection with the Fundraise 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.
No offer or sale of any securities is being made in Canada under this
Announcement other than the LIFE Offering made pursuant to the Listed Issuer
Financing Exemption under Part 5A of NI 45-106. The Placing Shares, the WRAP
Offer Shares and the Subscription Shares are not being offered or sold in any
of the provinces or territories of Canada. No securities commission or similar
authority in any jurisdiction of Canada has reviewed or passed upon the merits
of the securities offered under the LIFE Offering or reviewed this
Announcement, and any representation to the contrary is an offence. The
Company is relying on the listed issuer financing exemption under Part 5A of
National Instrument 45-106 - Prospectus Exemptions in connection with the LIFE
Offering and, as a consequence, purchasers in the LIFE Offering have statutory
rights of action for rescission or damages for misrepresentation in the
offering document and certain other disclosure under applicable Canadian
securities laws.
The Offer Shares 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 Offer Shares have not
been and will not be approved or disapproved by the United States 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 Fundraise 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 Placing or the
WRAP Offer or any transaction or arrangement referred to in this Announcement.
For the purposes of UK MAR and Article 2 of the binding technical standards
published by the Financial Conduct Authority in relation to MAR as regards
Commission Implementing Regulation (EU) 2016/1055, the person responsible for
the release of this Announcement is Paul Baay (President and Chief Executive
Officer).
Canaccord Genuity Limited ("Canaccord") which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting as Nominated
Adviser and Lead Bookrunner 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 Canaccord, or for providing advice in relation to any matter referred to
herein.
Cavendish Capital Markets Limited ("Cavendish") which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as a Joint Bookrunner 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
Cavendish, or for providing advice in relation to any matter referred to
herein.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by either Canaccord or Cavendish or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.
Neither Canaccord nor Cavendish, 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 Canaccord or Cavendish (as the case may
be) in connection with this Announcement, any statement contained herein or
otherwise.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Offer Shares to be issued pursuant to the Fundraise will not be admitted
to trading on any stock exchange other than on AIM and the TSX.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors - UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK Product Governance Requirements) and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the securities the
subject of the Fundraise have been subject to a product approval process,
which has determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in chapter 3
of the FCA Handbook Conduct of Business Sourcebook (COBS); and (ii) eligible
for distribution through all permitted distribution channels (the UK Target
Market Assessment). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the securities the subject of the
Fundraise may decline and investors could lose all or part of their
investment; the securities offer no guaranteed income and no capital
protection; and an investment in the securities is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Fundraise. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, Canaccord and Cavendish will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the securities
the subject of the Fundraise. Each distributor is responsible for undertaking
its own target market assessment in respect of the securities and determining
appropriate distribution channels.
Information to Distributors - EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the MiFID II Product Governance Requirements), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the securities the
subject of the Fundraise have been subject to a product approval process,
which has determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the EU Target Market Assessment). Notwithstanding the
EU Target Market Assessment, Distributors should note that: the price of the
securities the subject of the Fundraise may decline and investors could lose
all or part of their investment; the securities offer no guaranteed income and
no capital protection; and an investment in the securities is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Fundraise. Furthermore, it is noted that, notwithstanding the
EU Target Market Assessment, Canaccord and Cavendish will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the securities the subject of the Fundraise. Each distributor is
responsible for undertaking its own target market assessment in respect of the
securities and determining appropriate distribution channels.
Appendix 1 - TERMS AND CONDITIONS OF THE UK PLACING
IMPORTANT INFORMATION FOR INVITED UK PLACEES ONLY REGARDING THE UK PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND (B) PERSONS IN THE UNITED
KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF
SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024
("POATR") AND (C) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS
WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. 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 OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE
"RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH
OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been 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 Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the EEA.
The Placing Shares have not been and will not be qualified for distribution in
Canada and no prospectus has been filed in Canada in connection with the
Placing Shares. Accordingly, no sale of the Placing Shares in Canada is
permitted. The Company intends to rely on Alberta Securities Commission Rule
72-501 - Distributions to Purchasers Outside Alberta in connection with the
distribution of the Placing Shares to purchasers of Placing Shares. No
advertisement or other marketing materials in respect of the Placing Shares
are directed to persons in Canada. Any sales of Common Shares in Canada will
be made pursuant to the LIFE Offering.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix 1.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom or a
member state of the EEA which has implemented the Prospectus Regulation (each,
a "Relevant Member State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of
the EU Prospectus Regulation or the POATR; and
(b) in the case of any Placing Shares acquired by it
as a financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 7(4) of the POATR:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom or any Relevant Member State
other than Qualified Investors or in circumstances in which the prior consent
of Canaccord and/or Cavendish has been given to the offer or resale; and
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom or any Relevant Member State other than
Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or POATR as having been made to such
persons;
3. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix 1; and
5. each of the Company, Canaccord and Cavendish will rely upon
the truth and accuracy of the foregoing representations, warranties,
undertakings, agreements and acknowledgements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this Announcement
and the announcement confirming the close of the Placing and giving details of
the results of the Placing (the "Result of Placing Announcement") (together,
the "Placing Documents") and any information publicly announced through a
regulatory information service ("RIS") by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the Form of Confirmation sent to
Placees by the Joint Bookrunners to confirm their acquisition of Placing
Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Joint Bookrunners or the Company or any
other person and none of the Joint Bookrunners, the Company nor any other
person acting on such person's behalf nor any of their respective affiliates
has or shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own legal adviser, tax advisor and business advisor
for legal, tax and business advice regarding an investment in the Placing
Shares. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord and Cavendish are acting as joint bookrunners in connection with the
Placing and have entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, the Joint Bookrunners, as agents for and on behalf of the Company,
have agreed to use their respective reasonable endeavours to procure placees
for the Placing Shares. The Placing is not being underwritten by the Joint
Bookrunners or any other person. The Placing is not subject to clawback in
favour of the Subscription or the WRAP Offer. The Placing is not conditional
on the completion of the WRAP Offer but is conditional on non-termination of
the Subscription.
The price per Common Share at which the Placing Shares are to be placed (the
"Issue Price") is 7 pence per Placing Share. The timing of the closing of the
book, pricing and allocations are at the discretion of the Company and the
Joint Bookrunners. Details of the total number of Placing Shares will be
announced as soon as practicable after the close of the Bookbuild via the
Result of Placing Announcement.
The Board is authorised to approve the issuance of the Placing Shares pursuant
to the Business Corporations Act (Alberta) and the Company's articles, and no
further shareholder approval is required for the issuance of the Placing
Shares under the Placing. The Placing Shares have been or will be duly
authorized and, when issued, will be fully paid and non-assessable and will
rank pari passu in all respects with the Company's existing Common Shares,
including the right to receive all dividends and other distributions declared,
made or paid on or in respect of the Common Shares after the date of issue of
the Placing Shares, and will be issued free and clear of all claims, liens,
charges, encumbrances and equities.
Application for admission to trading
Applications will be made to the London Stock Exchange plc (the "London Stock
Exchange") and to the Toronto Stock Exchange ("TSX") (the "Applications") for
admission to trading of the Placing Shares on AIM and TSX, respectively.
It is expected that Admission of the Placing Shares will occur at or before
8:00 a.m. on June 10, 2026 (or such later time or date as the Joint
Bookrunners may agree with the Company, being no later than 8:00 a.m. on June
17, 2026) and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Announcement gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. Canaccord and Cavendish are arranging the Placing as joint
bookrunners and placing and settlement agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the Joint
Bookrunners. Each of Canaccord and/or Cavendish may itself agree to be a
Placee in respect of all or some of the Placing Shares or may nominate any
member of its respective group to do so.
3. The Bookbuild, if successful, will establish the aggregate
amount payable to Canaccord and Cavendish, as settlement agents for the
Company, by all Placees whose bids are successful. The number of Placing
Shares will be agreed by the Joint Bookrunners (in consultation with the
Company) following completion of the Bookbuild. The number of Placing Shares
to be issued (in aggregate) will be announced on an RIS following the
completion of the Bookbuild via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at Canaccord or Cavendish. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the Issue
Price. Bids may be scaled down by the Joint Bookrunners on the basis referred
to in paragraph 5 below. The Joint Bookrunners reserve the right not to accept
bids or to accept bids in part rather than in whole. The acceptance of the
bids shall be at the Joint Bookrunners' absolute discretion, subject to
agreement with the Company.
5. The Bookbuild is expected to close no later than 7:00 p.m.
on June 4, 2026 but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The Company
reserves the right (upon the agreement of the Joint Bookrunners) to reduce the
number of shares to be issued pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by the
Joint Bookrunners after consultation with the Company (the proposed
allocations having been supplied by the Joint Bookrunners to the Company in
advance of such consultation). Allocations will be confirmed orally by
Canaccord or Cavendish and a Form of Confirmation will be dispatched as soon
as possible thereafter. Canaccord or Cavendish's oral confirmation to such
Placee constitutes an irrevocable legally binding commitment upon such person
(who will at that point become a Placee), in favour of that Joint Bookrunner
and the Company, to acquire the number of Placing Shares allocated to it and
to pay the Issue Price in respect of such shares on the terms and conditions
set out in this Appendix 1 and in accordance with the Company's Articles and
by-laws. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Announcement (including this Appendix 1) and will be
legally binding on the Placee on behalf of which it is made and except with
the Joint Bookrunners' consent, such commitment will not be capable of
variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced
by a Form of Confirmation issued to such Placee. The terms of this Appendix 1
will be deemed incorporated into that Form of Confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time in respect of each such tranche, on the basis explained below under
"Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate under the
Placing Agreement".
10. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, none of Canaccord,
Cavendish, or the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of Canaccord, Cavendish, the Company, nor any
of their respective affiliates, agents, directors, officers or employees shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the
Placing.
12. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing.
13. All times and dates in this Announcement may be subject to
amendment. Canaccord and/or Cavendish shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Joint Bookrunners' obligations under the Placing Agreement in respect of,
amongst other things, the Placing are conditional on inter alia:
1. the Placing Shares having been allotted, conditional only
on Admission;
2. Admission occurring on or around 8:00 a.m. on June 10,
2026 (or such later time or date as the Joint Bookrunners may otherwise agree
with the Company, being no later than 8:00 a.m. on June 17, 2026) (the "Long
Stop Date");
3. the Result of Placing Announcement having been released to
an RIS by no later than 8:00 a.m. on the Business Day following the date of
the Placing Agreement (or such later time or date as the Joint Bookrunners may
otherwise agree with the Company);
4. the Subscription Agreement having been duly entered into by
both parties, having become wholly unconditional in respect of the Tranche 1
Subscription Shares (save in respect of Admission) and not having been
terminated;
5. the delivery by the Company to the Joint Bookrunners of a
certificate providing certain confirmations relating, inter alia, to Admission
signed by a Director for and on behalf of the Company not later than 5.00 p.m.
on the Business Day immediately prior to the date on which Admission is
expected to occur (and dated as of such date);
6. the Company having complied in all material respects with
its obligations which fall to be performed on or prior to Admission (i) under
the Placing Agreement and (ii) in respect of the Life Offering;
7. receipt from the TSX of a conditional acceptance of the
Placing; and
8. none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate when made and none of the
warranties ceasing to be true and accurate at any time prior to Admission by
reference to the facts and circumstances then subsisting,
(together the "Conditions" and each a "Condition").
The Joint Bookrunners may (acting together), at their sole discretion and upon
such terms as they think fit, waive compliance by the Company with the whole
or any part of any of the Company's obligations in relation to the Conditions
or extend the time or date provided for fulfilment of any such Conditions in
respect of all or any part of the performance thereof. The conditions in the
Placing Agreement relating to an Admission taking place prior to the Long Stop
Date may not be waived nor can the Condition relating to the admission of the
Offer Shares to trading on the TSX. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Joint Bookrunners by the relevant time or date specified (or such later
time or date as the Joint Bookrunners may agree with the Company, being no
later than 8:00 a.m. on the Long Stop Date); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to terminate
under the Placing Agreement", the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
it or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
None of Canaccord, Cavendish or the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreement
Canaccord (in respect of all parties) and Cavendish (in respect of itself
only) are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances, including
(amongst other things):
1. the Subscription Agreement is terminated by either party or
any party is in material breach of any of its obligations under the
Subscription Agreement;
2. if the Company is in material breach of the Placing
Agreement;
3. the Company is in material breach of the terms governing
the Life Offering;
4. where any of the warranties contained in the Placing
Agreement is, or would be if repeated immediately prior to Admission (by
reference to the facts and circumstances then existing), untrue or inaccurate
in any respect or misleading;
5. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time provided in the
Placing Agreement and have not been waived if capable of being waived by the
Joint Bookrunner (as applicable);
6. there has been a development or event resulting in a
Material Adverse Effect and which could in the good faith opinion of the Joint
Bookrunners (as applicable), makes it impractical or inadvisable to proceed
with the Placing, or may materially and adversely impact dealings in the new
Common Shares whether or not foreseeable at the date of the Placing Agreement;
or
7. the occurrence of certain or other adverse changes or
certain majeure events.
Upon termination by Canaccord prior to Admission, the parties to the Placing
Agreement shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain exceptions.
Upon termination by Cavendish prior to Admission, Cavendish shall be released
and discharged (except for any liability arising before or in relation to such
termination) from its obligations under or pursuant to the Placing Agreement,
subject to certain exceptions but, for the avoidance of doubt, the Placing may
still continue subject to termination by Canaccord.
By participating in the Placing, each Placee agrees that (i) the exercise by
the Joint Bookrunners of any respective right of termination or of any other
discretion under the Placing Agreement shall be within their absolute
respective discretion and that no Joint Bookrunner need make any reference to,
or consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances described
above under "Right to terminate under the Placing Agreement" and "Conditions
of the Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by a Joint Bookrunner of the
allocation and commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and for three months after Admission (the "Restricted
Period"), it will not, without the prior written consent of the Joint
Bookrunners, directly or indirectly offer, issue, sell or contract to sell,
issue options in respect of or otherwise dispose of or announce an offering or
issue of any Common Shares (or any interest therein or in respect thereof) or
any other securities exchangeable for or convertible into, or substantially
similar to, Common Shares or enter into any transaction with the same economic
effect as, or agree to do, any of the foregoing (whether or not legally or
contractually obliged to do so) provided that the foregoing restrictions shall
not restrict the ability of the Company or any other member of the Group
during the Restricted Period to grant options under, or the allotment and
issue of shares pursuant to options under, any employee or non-executive share
or option schemes or long term incentive plans of the Company (in accordance
with its normal practice) or completion of the Subscription (in accordance
with the terms of the Subscription Agreement).
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to the undertaking by the Company of
a transaction which would otherwise be subject to the restrictive provisions
on further issuance under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and that they need not make any reference
to, or consult with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: CA89156L1085) (and the
dematerialised depositary interests representing the Placing Shares
("Depositary Interests")) following Admission will take place within the
system administered by Euroclear ("CREST"), subject to certain exceptions.
Canaccord and Cavendish, as the settlement agents for the Company, reserve the
right to require settlement for, and delivery of, the Placing Shares and
Depositary Interests (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
It is expected that settlement in respect of the Placing Shares and Depositary
Interests will take place on or around June 10, 2026 on a delivery versus
payment basis. Each of Canaccord and Cavendish may choose to invoke the CASS
Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook
Client Assets Sourcebook) with regard to settlement of funds, in connection
with the Placing, should such Joint Bookrunner see fit.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a Form of Confirmation stating the number
of Placing Shares allocated to them at the Issue Price, the aggregate amount
owed by such Placee to the respective Joint Bookrunner (as settlement agent
for the Company) and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the Placing Shares and Depositary Interests that it has in place
with Canaccord or Cavendish (as applicable).
The Company will deliver the Placing Shares and Depositary Interests to CREST
accounts operated by the Joint Bookrunners as settlement agents for the
Company and the Joint Bookrunners will enter their respective delivery
instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares and Depositary Interests to that Placee against payment.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of three
percentage points above the prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for that Joint Bookrunner's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and will be required to bear any stamp duty or stamp duty reserve tax or
other taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organization. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares and
Depositary Interests (or, for the avoidance of doubt, if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither the Joint Bookrunners nor
the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each of Canaccord and Cavendish
(in their capacities as joint bookrunners and placing and settlement agents of
the Company in respect of the Placing) and the Company, in each case as a
fundamental term of their application for Placing Shares, the following:
1. it has read and understood this Announcement in its
entirety and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. the Common Shares are admitted to trading on AIM and the
TSX and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of both AIM
and the TSX, which includes a description of the Company's business and the
Company's financial information, including balance sheets and income
statements, and that it is able to obtain or has access to such information
without undue difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded companies, without
undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares and Depositary Interests will be (a) itself or (b) its
nominee, as the case may be. None of Canaccord, Cavendish or the Company will
be responsible for any liability to stamp duty or stamp duty reserve tax or
other similar taxes or duties imposed in any jurisdiction (including interest
and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company and the
Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
4. neither of the Joint Bookrunners nor any of their
respective affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing
(and Fundraising more broadly);
5. time is of the essence as regards its obligations under
this Announcement;
6. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Joint Bookrunners;
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person and represents that it has not redistributed,
forwarded, transferred, duplicated, or otherwise transmitted any such
documents to any person;
8. no prospectus or other offering document is required under
the EU Prospectus Regulation or POATR, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has not received
and will not receive a prospectus or other offering document in connection
with the Bookbuild, the Placing or the Placing Shares;
9. in connection with the Placing, the Joint Bookrunners and
any of their respective affiliates acting as an investor for its own account
may subscribe for Placing Shares in the Company and in that capacity may
retain, purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to the Placing
Shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint Bookrunners
or any of their respective affiliates acting in such capacity;
10. the Joint Bookrunners and their respective affiliates may
enter into financing arrangements and swaps with investors in connection with
which the Joint Bookrunners and any of their respective affiliates may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares;
11. neither Joint Bookrunner intend to disclose the extent of
any investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory obligation to do so;
12. neither Joint Bookrunner owes any fiduciary or other duties
to any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of either Joint Bookrunner in connection with its
participation in the Placing and that the Joint Bookrunners have no duties or
responsibilities to it for providing the protections afforded to their
respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Joint Bookrunners nor any of their
respective affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
15. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for Placing
Shares is contained in the Placing Documents or any Publicly Available
Information (save that in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph 15),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
16. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or implied,
made, by either of the Joint Bookrunners or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in the Placing Documents, or the Publicly Available Information or
otherwise;
17. neither Joint Bookrunner nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it with any
material or information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or the
Publicly Available Information; nor has it requested any Joint Bookrunner, the
Company, any of their respective affiliates or any person acting on behalf of
any of them to provide it with any such material or information;
18. neither Joint Bookrunner nor the Company will be liable for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
19. it may not rely, and has not relied, on any investigation
that either Joint Bookrunner or any of their respective affiliates or any
person acting on any of their behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none of such
persons has made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly Available
Information or any other information;
20. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial
and business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Canaccord or Cavendish for all
or part of any such loss it may suffer;
(c) is experienced in investing in securities of
this nature in this sector and is aware that it may be required to bear, and
is able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an
investment in the Placing Shares;
(e) has no need for liquidity with respect to its
investment in the Placing Shares;
(f) has made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence,
examination, investigation and assessment of the Company, the Placing Shares
and the terms of the Placing and has satisfied itself that the information
resulting from such investigation is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
21. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
22. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to
make the acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or
Canaccord and/or Cavendish for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person);
23. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorizations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;
24. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account;
25. it irrevocably appoints any duly authorised officer of
Canaccord or Cavendish (as applicable) as its agent for the purpose of
executing and delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of any of the
Placing Shares and Depositary Interests for which it agrees to subscribe for
upon the terms of this Announcement;
26. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation of the
Restricted Jurisdictions, or any state, province, territory or jurisdiction
thereof;
27. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above jurisdictions or any
jurisdiction (subject to certain exceptions) in which it would be unlawful to
do so and no action has been or will be taken by any of the Company,
Canaccord, Cavendish or any person acting on behalf of the Company or
Canaccord or Cavendish that would, or is intended to, permit a public offer of
the Placing Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction thereof, where
any such action for that purpose is required;
28. no action has been or will be taken by any of the Company,
Canaccord, Cavendish or any person acting on behalf of the Company or
Canaccord or Cavendish that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or jurisdiction
where any such action for that purpose is required;
29. unless otherwise specifically agreed with the Joint
Bookrunners, it is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, Canada, the Republic of South Africa or
Japan, and it acknowledges that (i) it is not in Canada and has not received
any advertisement or other offering material directed to Canada in connection
with the Placing and (ii) any resale or first trade of the Placing Shares into
Canada will be subject to applicable Canadian securities laws, including
resale restrictions under National Instrument 45-102 - Resale of Securities.
30. it may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he or she is an individual, his or her
nationality; or
(b) if he or she is a discretionary fund manager,
the jurisdiction in which the funds are managed or owned;
31. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be
outside the United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S under the US
Securities Act;
32. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in Regulation S
under the US Securities Act or by means of any "general solicitation" or
"general advertising" within the meaning of Regulation D under the US
Securities Act;
33. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be offered,
sold or resold, pledged or delivered in or into or from the United States
except pursuant to (i) an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from the registration
requirements of the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
34. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the US Securities Act;
35. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
36. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in the Placing
and it has made such investigation and has consulted its own independent
advisers or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign
tax laws generally;
37. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign investment company
("PFIC") for US federal income tax purposes for the current year, or whether
it is likely to be so treated for future years and none of the Company,
Canaccord or Cavendish make any representation or warranty with respect to the
same. Accordingly, none of the Company, Canaccord or Cavendish can provide any
advice to United States investors as to whether the Company is or is not a
PFIC for the current tax year, or whether it will be in future tax years.
Accordingly, none of the Company, Canaccord or Cavendish undertake to provide
to United States investors or shareholders any information necessary or
desirable to facilitate their filing of annual information returns, and United
States investors and shareholders should not assume that this information will
be made available to them;
38. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, it is a Qualified
Investor;
39. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
40. if a financial intermediary, as that term is used in Article
7(4) of the POATR, the Placing Shares subscribed for by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in the United
Kingdom or a member state of the EEA which has implemented the EU Prospectus
Regulation or POATR other than Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to each
proposed offer or resale;
41. if in the United Kingdom, that it is a Qualified Investor
(i) having professional experience in matters relating to investments who
falls within the definition of "investment professionals" in Article 19(5) of
the Order; or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc.") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
42. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of POATR or
the Financial Services and Markets Act 2000 (the "FSMA");
43. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by Canaccord or Cavendish in their respective capacities as an
authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
44. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions in POATR, FSMA and MAR in
respect of anything done in, from or otherwise involving, the United Kingdom);
45. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
46. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
47. in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to the Joint Bookrunners or the
Company's registrars, as applicable, of evidence of identity, delivery of the
Placing Shares and Depositary Interests to it in uncertificated form may be
delayed at the Joint Bookrunners' or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identity each Joint Bookrunner (for itself and as agent on
behalf of the Company) or the Company's registrars have not received evidence
satisfactory to them, the Joint Bookrunners and/or the Company may, at their
absolute discretion, terminate the commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
48. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares and
Depositary Interests will not give rise to a stamp duty or stamp duty reserve
tax liability under (or at a rate determined under) any of sections 67, 70, 93
or 96 of the Finance Act 1986 (depositary receipts and clearance services) and
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer Placing Shares into a
clearance service;
49. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to subscribe
and acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as the Joint Bookrunners may in their
sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
50. any money held in an account with a Joint Bookrunner on
behalf of the Placee and/or any person acting on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA made under
the FSMA. Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence, this money
will not be segregated from that Joint Bookrunner's (as applicable) money in
accordance with the client money rules and will be held by it under a banking
relationship and not as trustee;
51. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Joint Bookrunners or the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
52. neither Joint Bookrunner nor any of their respective
affiliates, nor any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
53. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities in advance of the Placing, it confirms that
it has received such information within the market soundings regime provided
for in article 11 of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or
dispose of securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or any such
financial instruments;
(b) used that inside information to encourage,
require, recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior
to the information being made publicly available;
54. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
55. it undertakes to the Joint Bookrunners at the time of making
its commitment to acquire Placing Shares that it will confirm in writing to a
Bank in the form of confirmation sent by that Joint Bookrunner to Placees the
number of Placing Shares it intends to acquire;
56. the rights and remedies of the Company, Canaccord and
Cavendish under the terms and conditions in this Announcement are in addition
to any rights and remedies which would otherwise be available to each of them
and the exercise or partial exercise of one will not prevent the exercise of
others;
57. acknowledges that the Subscription, Life Offering and WRAP
Offer do not in any way form part of the Placing, but the Placing is
conditional on the Subscription, however, the Placing is not conditional on
the WRAP Offer, but that the WRAP Offer is conditional on the Placing; and
58. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the Placing, and
all non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non-contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or Canaccord or Cavendish in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognized stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company,
Canaccord and Cavendish and are irrevocable. Canaccord, Cavendish the Company
and their respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective Placee, and
any person acting on behalf of such Placee, irrevocably authorizes the
Company, Canaccord and Cavendish to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Canaccord, Cavendish and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
Canaccord, Cavendish, the Company or any of their respective affiliates,
agents, directors, officers or employees arising from the performance of the
Placees' obligations as set out in this Announcement, and further agrees that
the provisions of this Announcement shall survive after completion of the
Placing.
Where the Placees are acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee for the purpose of
this Announcement and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on behalf of
the Placee itself and not their underlying client.
Taxation
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placees shall indemnify the Company
and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp
duty reserve tax or other similar taxes or duties (together with interest,
fines and penalties) in any jurisdiction paid by the Company or any Joint
Bookrunner in respect of any such arrangement and/or dealing. If this is the
case, each Placee should seek its own advice and notify the Joint Bookrunners
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and the Joint Bookrunners are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising under the laws of the United Kingdom or any
country in the EEA. Each prospective Placee should, therefore, take its own
advice as to whether any such tax liability arises and notify the Joint
Bookrunners and the Company accordingly. Furthermore, each prospective Placee
agrees to indemnify on an after-tax basis and hold the Joint Bookrunners
and/or the Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty reserve tax
and all other similar duties or taxes in any jurisdiction to the extent that
such interest, fines or penalties arise from the unreasonable default or delay
of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
Appendix 2 - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
Additional Tranche 1 Subscription the subscription by Purebond for such additional Common Shares at the Issue
Price as would give rise to proceeds equal to the Basic Subscription
Shortfall, provided that, after giving effect to such subscription, Purebond's
beneficial ownership of Common Shares does not exceed 19.99 percent of the
issued share capital of the Company prior to the General Meeting and the
issuance complies with applicable TSX requirements
Additional Tranche 1 Subscription Shares such additional Common Shares (if any) subscribed for by Purebond at the Issue
Price, as are required to give rise to proceeds equal to the Basic
Subscription Shortfall, and which, together with the Basic Tranche 1
Subscription Shares, comprise the Tranche 1 Subscription Shares
Admission admission of the new Touchstone Shares to the TSX and the AIM market of the
London Stock Exchange as applicable
AIM AIM market of the London Stock Exchange
Announcement this announcement, including the attached Appendix 1 and Appendix 2 and the
terms and conditions set out herein
Applications refers to, together, applications made to the London Stock Exchange and to the
TSX for admission to trading of the Placing Shares on AIM and TSX,
respectively
Basic Subscription the subscription by Purebond for a number of Common Shares equal to Purebond's
pro rata portion of the Basic Tranche 1 Subscription Shares
Basic Subscription Shortfall the amount by which the aggregate proceeds of (i) the Basic Subscription, (ii)
the Placing (iii) the WRAP Offer and (iv) the LIFE Offering would otherwise be
less than US$10,000,000.
Basic Tranche 1 Subscription Shares the Common Shares subscribed for by Purebond equal to its pro rata portion of
the Placing Shares, the WRAP Offer Shares and the LIFE Offering Shares
Bookbuild an accelerated bookbuild process which will commence immediately following
this Announcement and will be subject to the terms and conditions set out in
Appendix 1 to this Announcement.
Canaccord Canaccord Genuity Limited, acting as Nominated Adviser and Lead Bookrunner
Cavendish Cavendish Capital Markets Limited, acting as a Joint Bookrunner
COBS the FCA Handbook Conduct of Business Sourcebook
Common Shares the common shares in the capital of Touchstone of no-par value as constituted
on the date hereof
Company Touchstone Exploration Inc.
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear
Debt Securities the unsecured non-convertible debt securities of the Company (a debenture)
issued to Purebond in connection with the Fundraise, not issued at the Issue
Price
Depositary Interests the dematerialised depositary interests representing the Placing Shares
EEA the European Economic Area
EU Prospectus Regulation Article 2(e) of the Prospectus Regulation (EU) 2017/1129
EU Target Market Assessment product approval process, which has determined that the securities the subject
of the Fundraise are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
FCA the Financial Conduct Authority in the United Kingdom
First Admission the admission of the First Tranche Shares to trading on the AIM market and the
TSX in advance of the remaining Offer Shares to be issued to Purebond under
the Fundraise
First Tranche issuance of such number of the First Tranche Shares to be admitted to trading
on AIM and the TSX in advance of the remaining Offer Shares to be issued to
Purebond under the Fundraise
First Tranche Shares such number of Common Shares as may be permitted to be issued without
shareholder approval under applicable TSX requirements, and for those shares
to be admitted to trading on AIM and the TSX in advance of the remaining Offer
Shares to be issued to Purebond
First Tranche Subscription Shares the Subscription Shares issued by Touchstone to Purebond pursuant to the
Subscription Agreement as part of the First Tranche, in such number that,
prior to obtaining shareholder approval at the General Meeting, Purebond's
beneficial ownership of Common Shares does not exceed 19.99 percent of the
Company's total issued share capital, with any remaining commitment to be
satisfied through the issuance of Debt Securities
FSMA the Financial Services and Markets Act 2000
FOFI future-oriented financial information and financial outlook information
Forward-looking Statements refers to, together, certain forward-looking statements and information within
the meaning of applicable securities laws
Fundraise an integrated financing to raise gross proceeds of between US$10 million and
US$15 million (between approximately £7.4 million / C$13.9 million and £11.2
million / C$20.8 million), of which US$10 million is expected to be provided
by Touchstone's largest existing shareholder, Purebond Limited
General Meeting a general and special meeting of the shareholders of the Touchstone to be held
on or about July 23, 2026
Indemnified Taxes any liability to stamp duty or stamp duty reserve tax or other similar taxes
or duties imposed in any jurisdiction (including interest and penalties
relating thereto)
Issue Price the price of the issue of each new common shares, in the amount of 7 pence,
equivalent to approximately C$0.13
Joint Bookrunners refers to, together, Canaccord Genuity Limited, acting as Nominated Adviser
and Lead Bookrunner, and Cavendish Capital Markets Limited acting as a Joint
Bookrunner in connection with the Placing
LIFE the Listed Issuer Financing Exemption under applicable Canadian securities law
LIFE Offering a non-pre-emptive private placement of new the LIFE Offering Shares at the
Issue Price to certain investors in Canada pursuant to the LIFE (under
applicable Canadian securities laws)
LIFE Offering Shares new Common Shares placed pursuant to the LIFE Offering
London Stock Exchange London Stock Exchange plc
Long Stop Date 8:00 a.m. (London time) on June 17, 2026, being the latest date by which
Admission must occur under the Placing Agreement, or such later time or date
as may be agreed by the Joint Bookrunners and the Company
MiFID II EU Directive 2014/65/EU on markets in financial instruments
MiFID II Product Governance Requirements refers to, together, the EU Directive 2014/65/EU on markets in financial
instruments, as amended, (Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II and local implementing measures
NI 51-101 National Instrument 51-101 - Standards of Disclosure for Oil and Gas
Activities adopted by the Canadian Securities Administrators
Offering Document the offering document prepared by the Company in connection with the LIFE
Offering in Canada, available under the Company's profile at www.sedarplus.ca
and on the Company's website at www.touchstoneexploration.com, which
prospective investors in Canada should read before making an investment
decision
Offer Shares refers to, together, the WRAP Offer Shares, the Placing Shares, the LIFE
Offering Shares and the Subscription Shares
PFIC a passive foreign investment company
Placing the non-pre-emptive placing of the Placing Shares at the Issue Price to
certain institutional and other investors, to be carried out by way of an
accelerated bookbuild
Placing Agreement an agreement between the Joint Bookrunners and the Company
Placing Documents refers to, together, this Announcement and the Result of Placing Announcement
Placing Shares New Common Shares issued in the Placing
POATR Public Offers and Admissions to Trading Regulations 2024
Publicly Available Information any information publicly announced through an RIS by or on behalf of
Touchstone on or prior to the date of this Announcement
Purebond Purebond Limited
Regulations the Criminal Justice Act 1993, Articles 8, 10 and 12 of MAR, the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any government agency
having jurisdiction in respect thereof
Relevant Persons persons to whom this Announcement is addressed, that are qualified investors
within the meaning of paragraph 15 of Schedule 1 of the Public Offers and
Admissions to Trading Regulations 2024 and 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 Order 2005, as
amended (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
Restricted Jurisdiction any jurisdiction in which release publication or distribution of this
Announcement would be unlawful including the United Sates, Australia, New
Zealand, Japan and the Republic of South Africa
Restricted Period the time between the date of the Placing Agreement and the three months after
Admission, whereby Touchstone will not, without the prior written consent of
the Joint Bookrunners, directly or indirectly offer, issue, sell or contract
to sell, issue options in respect of or otherwise dispose of or announce an
offering or issue of any Common Shares (or any interest therein or in respect
thereof) or any other securities exchangeable for or convertible into, or
substantially similar to, Common Shares or enter into any transaction with the
same economic effect as, or agree to do, any of the foregoing (whether or not
legally or contractually obliged to do so)
Result of Placing Announcement the announcement confirming the close of the Placing and giving details of the
results of the Placing
RIS Regulatory Information Service, any information service authorised from time
to time by the FCA for the purpose of disseminating regulatory announcements
Qualified Investors persons in such member states who are qualified investors within the meaning
of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended)
including any implementing measure in any member state
Second Admission on or about 28 July 2026 when Common Shares as part of the Second Tranche are
expected to be admitted to trading on AIM and the TSX as applicable
Second Tranche subject to shareholder approval and other applicable approvals, the
redirection of the repayment amount into a subscription for Common Shares one
(1) Business Day following the Company's receipt of shareholder approval, or
otherwise as described in the repayment and subscription agreement between the
Company and Purebond.
Second Tranche Shares the Common Shares issued to Purebond pursuant to the Second Tranche, following
the repayment of any Debt Securities and the redirection of such repayment
amount into a subscription for Common Shares, subject to shareholder approval
Securities Act The US Securities Act of 1933
Subscription the aggregate investment of up to US$10,000,000 by Purebond into the Company
pursuant to the Subscription Agreement, comprising: (i) the Tranche 1
Subscription, being a subscription for Common Shares at the Issue Price
(including the Basic Subscription and, if applicable, the Additional Tranche 1
Subscription); and (ii) to the extent of any Tranche 1 Subscription Shortfall,
the Tranche 2 Subscription, being a subscription for Debt Securities of the
Company with an issue price equal to such shortfall
Subscription Agreement refers to, together, the subscription agreement entered into between the
Company and Purebond dated June 4, 2026, subject to clawback to satisfy valid
applications pursuant to the Placing, the LIFE Offering and the related
repayment and subscription agreement between the Company and Purebond and the
Debt Securities
Subscription Shares new Common Shares purchased by Purebond pursuant to the Subscription Agreement
Touchstone Touchstone Exploration Inc.
Tranche 1 Subscription Shares refers to, together, the Basic Tranche 1 Subscription Shares and, if
applicable, the Additional Tranche 1 Subscription Shares issued at the Issue
Price, subscribed to by Purebond
Tranche 1 Subscription Shortfall the amount by which the aggregate proceeds of (i) the Tranche 1 Subscription,
(ii) the Placing and (iii) the LIFE Offering is less than US$10,000,000
Tranche 2 Subscription the subscription for Debt Securities of the Company with an issue price that
would give rise to proceeds equal to the Tranche 1 Subscription Shortfall, and
which, together with the Tranche 1 Subscription, forms the Subscription
TSX The Toronto Stock Exchange
UK Product Governance Requirements the product governance requirements contained within chapter 3 of the FCA
Handbook Product Intervention and Product Governance Sourcebook
UK Target Market Assessment a product approval process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
United States the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
US Securities Act The United States Securities Act of 1933
WRAP The Winterflood Retail Access Platform
WRAP Offer a non-pre-emptive retail offer through WRAP to raise gross proceeds of up to
£0.74 million (US$1.0 million / C$1.4 million)
WRAP Offer Shares the new Common Shares issued at the issued price pursuant to the WRAP Offer
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEUPUBCQUPQGCC
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Touchstone Exploration
See all newsREG - AIM - AIM Notice - 10/06/2026
AnnouncementREG - Touchstone Explrtn. - Final Results of Fundraise and Wrap Retail Offer
AnnouncementREG - Touchstone Explrtn. - Initial Results of Fundraise
AnnouncementREG - Touchstone Explrtn. - Proposed fundraise of US$10m to US$15m
AnnouncementREG - Touchstone Explrtn. - Wrap Retail Offer for up to US$1.0m
Announcement