EXERCISE OF STOCK OPTIONS,
SALE OF COMMON SHARES, DIRECTOR / PDMR SHAREHOLDING AND RULE 2.9
ANNOUNCEMENT
CALGARY, ALBERTA (June 3, 2024) -
Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces that
executive officers and certain employees of the Company
exercised stock options representing an aggregate
634,356 common shares of no par value in the Company
("Common
Shares") on May 31,
2024. All of the stock options were issued on April 5, 2019 in
accordance with the Company's shareholder approved stock option
plan that were set to expire on May 31, 2024. 178,044 and 456,312
Common Shares were issued on the Toronto Stock Exchange ("TSX") on
May 31, 2024 and June 3, 2024, respectively.
As part of the exercise, Mr. Paul
Baay, the Company's President, Chief Executive Officer and
Executive Director, exercised stock options representing 23,201
Common Shares with an exercise price of C$0.23 (approximately 13.2
pence) per stock option.
Mr. Scott Budau, the Company's Chief
Financial Officer, exercised stock options representing 290,501
Common Shares with an exercise price of C$0.23 (approximately 13.2
pence) per stock option.
Mr. Brian Hollingshead, the
Company's EVP Engineering and Business Development, exercised stock
options representing 16,054 Common Shares with an exercise price of
C$0.23 (approximately 13.2 pence) per stock option.
To partially satisfy the cost and withholding
taxes associated with the stock option exercise,
Mr. Hollingshead sold
9,273 Common Shares at a weighted average price of approximately
C$0.54 (approximately 31 pence) per Common Share on the TSX on May
31, 2024.
Mr. James Shipka, the Company's EVP
Asset Development and HSE, exercised stock options representing
34,500 Common Shares with an exercise price of C$0.23
(approximately 13.2 pence) per stock option. Mr. Shipka sold all of
the associated Common Shares at a weighted
average price of approximately C$0.55 (approximately 31.6 pence)
per Common Share on the TSX on May 31, 2024.
Application has been made for the
634,356 new Common Shares, which will rank pari passu with the
Company's existing issued share capital, to be admitted to trading
on AIM, which is expected to take place on June 10, 2024
("Admission"). Immediately following Admission, the Company's
issued share capital will consist of 236,306,661 Common Shares. The
Company does not hold any Common Shares in treasury. This figure
may be used by shareholders to determine if they are required to
notify their interest in, or a change to their interest in, the
Company.
In accordance with Rule 2.9 of the
City Code on Takeovers and Mergers, Touchstone confirms that,
following Admission, it will have in issue and admitted to trading
and listing (as the case may be) on the AIM market of the London
Stock Exchange and/or the TSX, 236,306,661 Common Shares. The
International Securities Identification Number (ISIN) of the
ordinary shares is CA89156L1085.
The notification below, made in
accordance with the requirements of the UK Market Abuse Regulation,
provides further detail regarding the above transaction.
Touchstone Exploration Inc.
Touchstone Exploration Inc. is a
Calgary, Alberta based company engaged in the business of acquiring
interests in petroleum and natural gas rights and the exploration,
development, production and sale of petroleum and natural gas.
Touchstone is currently active in onshore properties located in the
Republic of Trinidad and Tobago. The Company's common shares are
traded on the Toronto Stock Exchange and the AIM market of the
London Stock Exchange under the symbol "TXP".
For further information about
Touchstone, please visit our website at
www.touchstoneexploration.com or
contact:
Touchstone Exploration Inc.
Paul Baay, President and Chief
Executive Officer
Tel: +1 (403)
750-4487
Scott Budau, Chief Financial
Officer
Shore Capital (Nominated Advisor and Joint
Broker)
Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 207 408 4090
Canaccord Genuity (Joint Broker)
Adam James / Ana
Ercegovic
Tel: +44 (0) 207 523 8000
FTI
Consulting (Financial PR)
Nick Hennis / Ben Brewerton
Tel: +44 (0) 203 727 1000
Email: touchstone@fticonsulting.com
Advisory
For reference purposes in this
announcement, one British pound has been translated from Canadian
dollars at a rate of 1.74 to 1.00.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them in accordance with the Market Abuse
Regulation.
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
1. Paul R.
Baay
2. Scott
Budau
3. Brian
Hollingshead
4. Brian
Hollingshead
5. James
Shipka
6. James
Shipka
|
2
|
Reason for the notification
|
a)
|
Position/status
|
1. President, Chief
Executive Officer and Executive Director
2. Chief Financial
Officer
3. EVP Engineering and
BD
4. EVP Engineering and
BD
5. EVP Asset Development
and HSE
6. EVP Asset Development
and HSE
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Touchstone Exploration
Inc.
|
b)
|
LEI
|
2138008URBSUC1J24J73
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Common Shares of Touchstone
Exploration Inc.
CA89156L1085
|
b)
|
Nature of the transaction
|
1. Exercise of 23,201
stock options
2. Exercise of 290,501
stock options
3. Exercise of 16,054
stock options
4. Sale of 9,273 Common
Shares
5. Exercise of 34,500
stock options
6. Sale of 34,500 Common
Shares
|
c)
|
Prices and volumes
|
|
Effective Prices
|
Volumes
|
1.
|
C$0.23 (c13.2p)
|
23,201
|
2.
|
C$0.23 (c13.2p)
|
290,501
|
3.
|
C$0.23 (c13.2p)
|
16,054
|
4.
|
C$0.54 (c31p)
|
9,273
|
5.
|
C$0.23 (c13.2p)
|
34,500
|
6.
|
C$0.55 (c31.6p)
|
34,500
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
1. Aggregated volume:
23,201 stock options exercised
Aggregated price: C$0.23 (c13.2p)
each
Aggregate total: C$5,336.23 (c£3,062.53)
2. Aggregated volume:
290,501 stock options exercised
Aggregated price: C$0.23 (c13.2p)
each
Aggregate total: C$66,815.23 (c£38,346.13)
3. Aggregated volume:
16,054 stock options exercised
Aggregated price: C$0.23 (c13.2p)
each
Aggregate total: C$3,692.42 (c£2,119.13)
4. Aggregated volume:
9,273 Common Shares
Aggregated price: C$0.54 (c31p)
each
Aggregate total: C$5,007.42 (c£2,874.63)
5. Aggregated volume:
34,500 stock options exercised
Aggregated price: C$0.23 (c13.2p)
each
Aggregate total; C$7,935 (c£4,554)
6. Aggregated volume:
34,500 Common Shares
Aggregated price: C$0.55 (c31.6p)
each
Aggregate total: C$18,975 (c£10,902)
|
e)
|
Date of the transaction
|
1. May 31,
2024
2. May 31,
2024
3. May 31,
2024
4. May 31,
2024
5. May 31,
2024
6. May 31,
2024
|
f)
|
Place of the transaction
|
1. Off market
transaction
2. Off market
transaction
3. Off market
transaction
4. TSX
5. Off market
transaction
6. TSX
|