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 ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. NO SECURITIES OF THE COMPANY ARE BEING OFFERED TO ANY PERSON RESIDENT IN
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE COMPANY.
TOUCHSTONE EXPLORATION ANNOUNCES PRIVATE PLACEMENT AND AN ACQUISITION FINANCING UPDATE
Touchstone is also pleased to announce that it has additionally signed a binding term sheet with its
Private Placement
The placement price of
The new common shares will, when issued, rank pari passu in all respects with the Company's existing issued common shares. All new common shares being issued by the Company pursuant to the Private Placement will be freely transferable; however, any of these new common shares that are resold to residents of
Applications have been made for the new common shares to be admitted to trading on the
The Company currently has 236,460,661 common shares in issue. Following Admission, the Company's issued share capital will consist of 311,460,661 common shares. The Company does not hold any common shares in treasury and, therefore, following Admission, the total number of voting rights attributable to the common shares in the capital of the Company will be 311,460,661. 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.
The Private Placement was arranged by
Use of Proceeds of Private Placement
The Company intends to use the net proceeds from the Private Placement to finance the following development activities and provide additional working capital to:
· finish drilling and completion of the Cascadura-4ST1 development well;
· drilling and completing the Cascadura-5 development well;
· tie-in the Cascadura-4ST1 and Cascadura-5 wells; and
· drill and complete two Central block development wells (subject to completion of the Acquisition).
Rather than finance the 2025 capital budget as previously announced through an expansion of its debt facilities, the Company intends to finance its 2025 capital budget by way of the Private Placement. The Cascadura-4ST1 and Cascadura-5 development wells formed part of the Company's 2025 capital budget announced on
Financing of the Acquisition
As previously announced, on
TETL has signed a binding term sheet with RBL providing for a new
The Acquisition
As first announced on
Touchstone has assessed the pro forma net working interest reserves in STCBL, as of
STCBL holds one natural gas marketing contract accessing the
Following completion of the Acquisition, the Company's initial Central block development plan will focus on the optimization of the four existing wells prior to drilling the two development wells set out above. Combined with the Cascadura development drilling noted above, the Company's 2025 budgeted capital activity has the potential to increase production during the second half of 2025 to between 8,000 and 9,000 boe/d, prior to natural declines. As noted above, revised 2025 guidance will be issued by the Company subsequent to completion of the Acquisition.
For further information about Touchstone, please visit www.touchstoneexploration.com or contact:
Shore Capital (Nominated Advisor and Joint Broker)
Canaccord Genuity (Joint Broker)
Jerry Keen / Calvin Man
Nick Hennis / Ben Brewerton / Lucy Wigney Tel: +44 (0) 20 3727 1000
Email: touchstone@fticonsulting.com
Advisories
Currency
For reference purposes in this announcement,
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 anticipated size, pricing and closing date of the Private Placement, the satisfaction of all required conditions and approvals (including approvals from the TSX and AIM) for completion of the Private Placement, the Company's intended use of the net proceeds of the Private Placement, including the potential undertaking, timing, number, locations and costs of future exploration and development well drilling and the resulting production therefrom; the sufficiency of resources and available financing to fund future exploration and development well drilling and completion operations; the anticipated purchase price, completion of the Acquisition and the timing thereof and the Company's expected financing for the Acquisition, the timing thereof and ultimate closing thereof; field estimated production from the Acquisition assets; estimated natural gas and NGL reserves relating to the Acquisition, the net present values of future net revenues therefrom, and the forecasted future production, commodity prices, inflation rates and future costs used by the independent reserves evaluator in their evaluation. 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 Touchstone will derive from them.
Information and statements relating to reserves are by their nature forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated, and can be profitably produced in the future. The recovery and reserve estimates of reserves information provided herein are estimates only, and there is no guarantee that the estimated reserves will be recovered. All reserves information disclosed herein are contingent on completion of the Acquisition. Consequently, actual results may differ materially from those anticipated in the forward-looking statements (see "Advisories: Reserves Disclosure").
For further information regarding the Acquisition and related advisories thereto, refer to the Company's announcement dated
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 2024 Annual Information Form dated
Important Notice
No prospectus or admission document will be made available in connection with the matters contained in this announcement.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any implementing measures in any Member State and as superseded by Regulation (EU) 2017/1129 (as applicable) ("the Prospectus Directive") other than the United Kingdom), this announcement is only addressed to and directed at persons in such member states who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive ("
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States of America (the "United States" or the "US")), Australia, Japan or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction"). Any failure to comply with this restriction may constitute a violation of United States, Australian, Japanese or South African securities laws.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction or in Canada. The Private Placement and the distribution of this announcement and other information in connection with the Private Placement and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement and any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The new common shares referred to in this announcement are not being offered or sold in Canada, and no securities commission or similar authority in any jurisdiction of Canada, has reviewed has in any way reviewed or passed upon the merits of the new common shares or reviewed this announcement, and any representation to the contrary is an offence. The Company is relying on an exemption from the requirements under the Securities Act (Alberta) to provide prospective purchasers of the new common shares with a prospectus and, as a consequence of purchasing the new common shares pursuant to such exemption, certain protections, rights and remedies provided by the Securities Act (Alberta), including statutory rights of rescission or damages will not be available to it.
The new common shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The new common shares have not been and will not be approved or disapproved by the
The information contained in this announcement is for background purposes only and does not purport to be full or complete.
No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Private Placement or any transaction or arrangement referred to in this announcement.
This announcement has not been approved by any competent regulatory authority.
Reserves Disclosure
The disclosure in this announcement summarizes certain information contained in an independent engineering report of the STCBL assets dated
The recovery and reserve estimates of STCBL's natural gas and NGL reserves provided herein are estimates only, and there is no guarantee that the estimated reserves will be recovered. Actual reserves may eventually prove to be greater than or less than the estimates provided herein. There are numerous uncertainties inherent in estimating quantities of petroleum and natural gas reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth herein are estimates only. This announcement summarizes the natural gas and NGL reserves of STCBL and the net present values of future net revenue for such reserves using forecast costs as at
This announcement includes certain reserves information that combines information of both Touchstone and STCBL for the purpose of presenting such information after giving effect to the planned Acquisition of STCBL. This combined information has been prepared by the Company for illustrative purposes only. Any combined reserves information in this announcement is not necessarily indicative of the financial position or results of operations that actually would have occurred had Touchstone acquired STCBL at or as of the dates indicated, nor is it indicative of the Company's future operating results or financial position following the completion of the Acquisition. This combined reserves information reflects assumptions and adjustments that are based upon preliminary estimates assuming the successful completion of the Acquisition. These estimates may be revised as additional information becomes available and as additional analyses are performed, and may prove to be incorrect. Accordingly, the final accounting adjustments related to the Acquisition may differ materially from the combined reserves information reflected herein.
"Proved Developed Producing" reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing, or if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.
"Proved" reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.
"Probable" reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.
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. We use 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 might be misleading, particularly if used in isolation. As well, given that the value ratio, based on the current price of crude oil to natural gas, is significantly different from the 6:1 energy equivalency ratio, using a 6:1 conversion ratio may be misleading as an indication of value.
Product Type Disclosures
This announcement includes references to NGLs, natural gas and average daily field estimated 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 "natural gas liquids" refer to condensate and propane; and references to "natural gas" refer to the "conventional natural gas" product type, all as defined in the instrument.
Competent Persons Statement
In accordance with the AIM Rules for Companies, the technical information contained in this announcement has been reviewed and approved by James Shipka, Executive Vice President Asset Development and HSE of
Abbreviations
The following abbreviations referenced in this announcement have the meanings set forth below:
bbl(s) barrel(s)
bbls/d barrels per day
boe barrels of oil equivalent
boe/d barrels of oil equivalent per day
MMboe million barrels of oil equivalent
Mcf thousand cubic feet
MMcf million cubic feet
MMcf/d million cubic feet per day
LNG liquefied natural gas
NGL(s) Natural gas liquid(s)
NPV10 the net present value of future net revenues discounted at ten percent
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