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 THE UNITED STATES, AUSTRALIA, JAPAN, 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. 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.
CALGARY, Feb. 19, 2020 /CNW/ - Touchstone Exploration Inc.
("Touchstone", "we", "us" or the "Company") (TSX / LSE: TXP)
announces a proposed placing (the "Placing") of a minimum of
US$9.1 million (approximately £7.0
million) through the issue of common shares of no par value (the
"Placing Shares") with institutional investors in the United Kingdom at a minimum price of
38 pence per Placing Share
(approximately C$0.66) (the "Placing
Price"). The Placing Price represents a 14.6 percent and 8.3
percent discount to 44.47 pence and
41.46 pence, being the five and ten
day volume weighted average price of the Company's common shares on
the AIM market of the London Stock Exchange ("AIM") as of
February 18, 2020, respectively. In
the event of excess demand, the Company reserves the right to
increase the size of the Placing. The Placing is being completed by
way of an accelerated bookbuild. Shore Capital is acting as sole
bookrunner in connection with the Placing.
Background to the Placing and Use of Proceeds
The Company commenced its exploration program on the Ortoire
block, onshore in the Republic of Trinidad and Tobago (Touchstone 80% working
interest) in the second half of 2019, drilling two gross
exploration wells (1.6 net). Coho-1, the first natural gas
prospect, had an encouraging production test that exceeded the
Company's expectations. Touchstone completed drilling its second
Ortoire exploration prospect, Cascadura-1, in December 2019, and the first stage of production
testing in February 2020 confirmed a
substantial liquids-rich gas discovery.
On the basis of the successful results from the first two
Ortoire exploration wells, the Company is launching the Placing in
order to support the drilling of a further Ortoire exploration well
at the Chinook prospect, which is targeting a separate structure
along the same geological trend. The net proceeds of the Placing
are also expected to be used to complete the second stage of the
Cascadura-1ST1 production test and provide additional working
capital for the Company while it progresses the Ortoire exploration
program. Subject to the result of the Placing, operational
cashflows from ongoing production and prevailing commodity pricing,
the Company intends to undertake drilling of the fourth exploration
well at the Royston prospect on
the Ortoire block and continue well recompletions on its current
development properties in 2020.
Details of the Placing
The Placing is being completed within the Company's existing
share issuance authorities. Shore Capital and Corporate Limited and
Shore Capital Stockbrokers Limited (together, "Shore Capital") will
be conducting an accelerated bookbuilding process in respect of the
Placing (the "Bookbuild"). The book will open with immediate
effect. Shore Capital has entered into an agreement with Touchstone
(the "Placing Agreement") under which, subject to the conditions
set out therein, Shore Capital will agree to use its respective
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing is subject to the terms and
conditions set out in the Appendix to this announcement. 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 of no par value each ("Common Shares").
Details of the final number of Placing Shares and the Placing Price
will be announced as soon as practicable after the closing of the
Bookbuild.
Application will be made for the Placing Shares to be admitted
to trading on the Toronto Stock Exchange ("TSX") and AIM
("Admission"). It is expected that Admission will take place at or
around 8.00 a.m. (London time) on February 26, 2020 (or such later date as may be
agreed between the Company and Shore Capital). The Placing is
conditional upon, inter alia, Admission becoming effective. The
Placing is also conditional upon the Placing Agreement not being
terminated in accordance with its terms.
All Placing Shares will be freely transferable outside of
Canada; however, the Placing
Shares are subject to a four-month and one day restricted hold
period in Canada which will
prevent such Placing Shares from being resold in Canada, through a Canadian exchange or
otherwise, during the restricted period without an exemption from
the Canadian prospectus requirement.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this announcement.
About Touchstone
Touchstone Exploration Inc. is a Calgary based company engaged in the business
of acquiring interests in petroleum and natural gas rights and the
exploration, development, production and sale of petroleum and
natural gas. Touchstone is currently active in onshore properties
located in the Republic of Trinidad and
Tobago. The Company's common shares are traded on the
Toronto Stock Exchange and the AIM market of the London Stock
Exchange under the symbol "TXP".
Advisories
For reference purposes in this announcement, one British pound has been converted into US
dollars at a rate of 1.00 to 1.30 and Canadian dollars at a rate of
1.00 to 1.73.
Forward-Looking Statements
Certain information provided in this announcement may constitute
forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements in this announcement
include, but are not limited to, those in respect of the
anticipated size, pricing and closing date of the Placing; the
satisfaction of all required conditions and approvals (including
approvals from the TSX and AIM) for completion of the Placing; the
Company's intended use of the net proceeds of the Placing,
including the potential undertaking, timing, number, locations and
costs of future exploration and development well drilling and well
recompletions; and the sufficiency of resources and available
financing to fund future exploration and development well drilling
and well recompletion operations. Although the Company believes
that the expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company can
give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Certain of these
risks are set out in more detail in the Company's December 31, 2018 Annual Information Form dated
March 26, 2019 which has been filed
on SEDAR and can be accessed at www.sedar.com. The forward-looking
statements contained in this announcement are made as of the date
hereof, and except as may be required by applicable securities
laws, the Company assumes no obligation to update publicly or
revise any forward-looking statements made herein or otherwise,
whether as a result of new information, future events or
otherwise.
Important Notice
No prospectus, offering document or admission document will be
made available in connection with the matters contained in this
announcement.
In any EEA Member State that has implemented the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as
amended, and the United Kingdom
(together with any implementing measures in any Member State and
the United Kingdom), this
announcement is only addressed to and directed at persons in such
member states and the United
Kingdom who are qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation ("Qualified Investors").
In addition, in the United
Kingdom, this announcement is addressed and directed only at
Qualified Investors who (i) are persons who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), (ii)
are persons who are high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) are persons to whom it may
otherwise be lawful to communicate it to (all such persons being
referred to as "Relevant Persons"). Any investment or investment
activity to which this announcement relates is available only to
Relevant Persons in the United
Kingdom and Qualified Investors in any member state of the
EEA 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, including the terms and conditions set out in
the Appendix, 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. Persons
distributing this announcement must satisfy themselves that is
lawful to do so. This announcement is for information only and does
not constitute an offer to sell, or a solicitation of an offer to
buy or otherwise acquire, any securities in any jurisdiction.
Persons needing advice should consult an independent financial
adviser.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
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 is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, Shore Capital or any
other person authorised under FSMA. This announcement is being
distributed and communicated to persons in the United Kingdom and Canada only in circumstances in which section
21(1) of FSMA does not apply or otherwise falls within a relevant
exemption. No prospectus will be made available in connection with
the matters contained in this announcement and no such prospectus
is required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult an independent
financial adviser.
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 does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any shares or other securities
in any Restricted Jurisdiction. The Placing and the distribution of
this announcement and other information in connection with the
Placing 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 action has been taken by the Company, Shore Capital or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any such restrictions.
The Placing 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 Placing Shares have not been and will not be
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing 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. 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 any transaction or arrangement referred to in this
announcement.
Any indication in this announcement of the price at which the
Common Shares have been bought or sold in the past cannot be relied
upon as a guide to future performance. Persons needing advice
should consult an independent financial adviser. No statement in
this announcement is intended to be a profit forecast 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.
This announcement has not been approved by any competent
regulatory authority. Shore Capital and Corporate Limited ("SCC")
is nominated advisor to the Company. SCC, which is authorised and
regulated by the Financial Conduct Authority ("FCA"), is acting
exclusively for the Company and no one else in connection with the
proposed Placing and will not be acting for any other person or
otherwise responsible to any person other than the Company for
providing the protections afforded to clients of SCC or for
advising any other person in respect of the Placing. Shore Capital
Stockbrokers Limited ("SCS") has been appointed as brokers to the
Company in respect of the Placing. SCS, which is authorised and
regulated by the FCA, is acting exclusively for the Company and no
one else in connection with the proposed Placing and will not be
acting for any other person or otherwise responsible to any person
other than the Company for providing the protections afforded to
clients of SCS or for advising any other person in respect of the
Placing.
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 Shore Capital or by any of its affiliates
or its affiliates' agents, directors, officers and employees,
respectively, 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.
By participating in the Bookbuilding and the Placing, each
person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral and legally binding
offer to acquire Placing Shares 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 in the Appendix to this announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix to this
announcement.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. 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. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). Upon publication of
this announcement, the inside information is now considered to be
in the public domain for the purposes of MAR. The person
responsible for arranging release of this information on behalf of
the Company is Paul Baay.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under 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 Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with the target market for the Placing
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
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this announcement, as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares 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 Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Shore Capital will only seek to procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE
PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A
"RESTRICTED JURISDICTION").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF SECURITIES WILL BE MADE. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS"
AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER
WITH ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE AND THE
UNITED KINGDOM, THE "PROSPECTUS
REGULATION"); and (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS
AMENDED (THE "ORDER") OR (II) FALL WITHIN THE DEFINITION OF "HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) ARE OTHERWISE PERSONS TO WHOM
IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
This Announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in
the United States. The Placing
Shares have not been and will not be registered under the U.S
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, resold or delivered, directly or indirectly, in or
into the United States absent
registration except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the US
Securities Act. No public offering of the Placing Shares is being
made in the United States. The
Placing Shares are being offered and sold outside the United States in offshore transactions, as
defined in, and in compliance with, Regulation S under the US
Securities Act. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use the United States mails, directly or
indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which
such offer or solicitation is or may be unlawful. This Announcement
and the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No prospectus has been lodged with or registered by the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance or the South African Reserve Bank; 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, Japan or the Republic of South Africa. 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,
Japan, the Republic of
South Africa or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to subscribe for Placing Shares
is deemed to have read and understood this Announcement in its
entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and
acknowledgements contained in this Appendix to the Company and
Shore Capital.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee will be deemed to have read and
understood this Announcement (including this Appendix) and hereby
agrees with Shore Capital and the Company to be bound by these
terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if Shore Capital confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A
SUBSCRIPTION OF PLACING SHARES. THE PRICE OF SHARES AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
Details of the Placing Agreement and the Placing
Shares
The Company has today entered into a placing agreement (the
"Placing Agreement") with Shore Capital and Corporate Limited and
Shore Capital Stockbrokers Limited (together, "Shore Capital").
Pursuant to the Placing Agreement, Shore Capital has, subject to
the terms set out in such agreement, agreed to use reasonable
endeavours, as agent of the Company, to procure Placees for the
Placing Shares (the "Placing"). Shore Capital will be conducting an
accelerated book building process in respect of the Placing (the
"Bookbuild")
The Placing Shares will, when issued, be subject to the articles
of incorporation of the Company, be credited as fully paid and will
rank pari passu in all respects with each other and with the
existing Common Shares in the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Common Shares after the date of issue of the
Placing Shares. The Placing Shares will be issued free of any
encumbrance, lien, claim, charge, equity and third-party right.
Application for Admission
Application will be made to the TSX and the London Stock
Exchange for the Placing Shares to be admitted to trading on the
TSX and AIM ("Admission"). It is expected that Admission will
become effective and that dealings in the Placing Shares will
commence on 26 February 2020. In any event, the latest date
for Admission is 31 March 2020 (or
such later date as Shore Capital and the Company may agree in
writing) (the "Long Stop Date").
Principal terms of the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
Participation in, and principal terms of, the Placing are as
follows:
- Shore Capital is acting as agent of the Company in connection
with the Placing on the terms and subject to the conditions of the
Placing Agreement.
- Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Shore Capital to
participate. Shore Capital and any of its affiliates are entitled
to participate in the Placing as principal.
- To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Shore Capital.
Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by Shore Capital on the basis
referred to in paragraph 5 below.
- The price per Placing Share (the "Placing Price") is a minimum
price of 38 pence and is payable to
Shore Capital (as agent for the Company) by all Placees.
- The Bookbuild closing time is at the discretion of Shore
Capital and the Bookbuild is expected to close in short order.
Shore Capital may, in agreement with the Company, accept bids
received after the Bookbuild has closed. Shore Capital may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine.
- The final number of Placing Shares to be issued in the Placing
will be determined following conclusion of the Bookbuild and will
be communicated through a further announcement by or on behalf of
the Company through a Regulatory Information Service.
- The Company and Shore Capital reserve the right: (i) to scale
back the number of Placing Shares to be subscribed for by any
Placee in the event of the Placing being over-subscribed; and (ii)
not to accept offers for Placing Shares or to accept such offers in
part rather than in full. The Company reserves the right to reduce
the amount to be raised pursuant to the Placing, in agreement with
Shore Capital.
- Each Placee's allocations of Placing Shares will be determined
by Shore Capital in accordance with the principles of allocation
discussed between Shore Capital and the Company and will be
confirmed orally by Shore Capital, and each Placee's allocation and
commitment will be evidenced by a contract note issued to such
Placee by Shore Capital, the form of which will be dispatched to
each Placee as soon as possible after its allocation of Placing
Shares has been confirmed orally to it by Shore Capital. The terms
of this Appendix will be deemed incorporated in that contract
note.
- Shore Capital's oral confirmation of an allocation of Placing
Shares will give rise to an irrevocable, legally binding commitment
by that person (who at that point becomes a Placee), in favour of
Shore Capital and the Company, under which it agrees to acquire the
number of Placing Shares allocated to it on the terms and subject
to the conditions set out in this Appendix and in accordance with
the Company's articles of incorporation. Except with Shore
Capital's consent, such commitment will not be capable of variation
or revocation.
- Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with Shore
Capital's consent will not be capable of variation or revocation
after the time at which it is submitted.
- Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Shore Capital, as agent for the
Company, to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
- Except as required by law or regulation, no press release or
other announcement will be made by Shore Capital or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
- Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
- All obligations under the Placing will be subject to fulfilment
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".
- 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.
- To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither: (a) Shore
Capital, nor (b) the Company nor (c) any of their affiliates,
agents, directors, officers, consultants or employees nor (d) to
the extent not contained within (a) or (b), any person connected
with Shore Capital or the Company as defined in the Financial
Services and Markets Act 2000 ((b) and (c) being together
"Affiliates" and individually an "Affiliate") shall have any
liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting
on behalf of a Placee or otherwise. In particular, neither Shore
Capital nor the Company nor any of their Affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Shore Capital's conduct of the
Placing or of such alternative method of effecting the Placing as
Shore Capital and the Company may agree. Nothing in this Appendix
shall be effective to limit or exclude any liability for fraud or
which, by law or regulation, cannot otherwise be so limited or
excluded.
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 obligations of Shore Capital under the Placing Agreement are
conditional, inter alia, on:
- the warranties on the part of the Company contained in the
Placing Agreement being true and accurate on and as of the date of
the Placing Agreement and on Admission;
- the fulfilment by the Company in all material respects of its
obligations under the Placing Agreement to the extent that such
obligations fall to be performed prior to Admission;
- the Company delivering, by no later than 5.00 p.m. on the dealing day immediately prior to
the expected date of Admission (but dated the day of such
Admission), to Shore Capital a certificate confirming, inter
alia, that none of the warranties given by the Company in the
Placing Agreement was untrue, inaccurate or misleading in any
material respect when made or would cease to be true and accurate
or would become misleading in any material respect were it to be
repeated by reference to the facts and circumstances subsisting as
at immediately prior to such Admission;
- receipt of the conditional acceptance of the Toronto Stock
Exchange of the Placing in accordance with Part VI of the TSX
Company Manual subject to the fulfilment of certain requirements of
the Toronto Stock Exchange;
- the obligations of Shore Capital not having been terminated
pursuant to the Placing Agreement and the Placing Agreement
otherwise becoming unconditional; and
- Admission occurring not later than 8.00
a.m. on or around 26 February
2020 or such later time as Shore Capital may agree in
writing with the Company (or such later date as the Company and
Shore Capital may agree, in any event being no later than the Long
Stop Date).
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or to the
extent permitted under the Placing Agreement, waived by Shore
Capital) by the relevant time or date specified in the Placing
Agreement (or such later time or date as Shore Capital may notify
to the Company), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and
each Placee's rights and obligations hereunder shall cease and
terminate at such time and each Placee agrees that no claim may be
made by or on behalf of a Placee (or any person on whose behalf the
Placee is acting) in respect thereof. Neither Shore Capital, the
Company nor any of their respective Affiliates 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 in the Placing Agreement
or in respect of the Placing generally. Placees will have no rights
against Shore Capital, the Company or any of their respective
members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
Shore Capital may waive compliance by the Company with certain
of the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
Right to terminate under the Placing Agreement
Shore Capital may, at any time before Admission, terminate its
obligations under the Placing Agreement by giving notice to the
Company in certain circumstances, including if it becomes aware
that, inter alia:
- any of the warranties in the Placing Agreement was untrue,
inaccurate or misleading, in each case, when given on the date of
the Placing Agreement and/or that any of the warranties has ceased
or is likely at Admission to be untrue, inaccurate or
misleading;
- any statement contained in this Announcement, or certain of the
other documents delivered in relation to the Placing, is or has
become untrue, incorrect or misleading in each case in any material
respect;
- the Company has failed in any material respect to comply with
its obligations under the Placing Agreement, MAR, FSMA, the AIM
Rules, or the AIM Mining, Oil & Gas Companies Note in respect
of the Placing or Admission and which is material in the context
of the Placing and/or Admission;
- a material adverse change in the financial position or
prospects of the Group (taken as a whole) has occurred or appears
likely to occur; or
- any one of a number of force majeure events specified in
the Placing Agreement occurs,
and such events would in the reasonable opinion of Shore Capital
be likely to materially prejudice the outcome of the Placing, and
that it is, as a result of such matter, inappropriate to proceed
with the Placing.
By participating in the Placing, each Placee agrees with Shore
Capital that the exercise by Shore Capital of any right of
termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of Shore
Capital and that Shore Capital need not make any reference to the
Placees in this regard and that, to the fullest extent permitted by
law, Shore Capital shall not have any liability whatsoever to the
Placees in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United
Kingdom or any equivalent document in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the
Financial Conduct Authority or the London Stock Exchange in
relation to the Placing and no such offering document, admission
document or prospectus is required to be published and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information previously
published by or on behalf of the Company by notification to a
Regulatory Information Service ("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). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms to Shore
Capital and the Company that it has neither received nor relied on
any other information (other than the Publicly Available
Information), representation, warranty or statement made by or on
behalf of the Company or Shore Capital (other than the amount of
the relevant Placing participation in the oral confirmation given
to Placees and the trade confirmation referred to below), any of
their Affiliates or any persons acting on their behalf and neither
Shore Capital nor the Company nor any of their Affiliates nor any
persons acting on their behalf will be liable for the decision of
any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons), and if given or
made, such information, representation, warranty or statement must
not be relied upon as having been authorised by Shore Capital, the
Company or their respective officers, directors, employees or
agents.
By participating in the Placing, each Placee acknowledges to and
agrees with Shore Capital for itself and as agent for the Company
that, except in relation to the information contained in this
Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Neither the Company nor Shore Capital are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
CA89156L1085) following Admission will take place within the system
administered by Euroclear UK & Ireland ("CREST"), subject to certain
exceptions. Shore Capital reserves the right to require settlement
for and delivery of the Placing Shares to Placees by such other
means that they deem necessary, if delivery or settlement is not
possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction. Each
Placee will be deemed to agree that it will do all things necessary
to ensure that delivery and payment is completed as directed by
Shore Capital in accordance with the standing CREST settlement
instructions which they have in place with Shore Capital.
In order to enable investors to settle their securities through
CREST, Touchstone has appointed Computershare Investor Services PLC
to act as a depositary (the "Depositary") to hold the Common Shares
and issue dematerialised depositary interests representing the
underlying Common Shares ("Depositary Interests"). The Depositary
will hold the Common Shares on trust for the relevant shareholders
and this trust relationship is documented in a deed poll executed
by the Depositary prior to Admission on 5
June 2017 (the "Deed Poll"). The Deed Poll set(s) out the
procedure for holders of Depositary Interests to vote at general
meetings of Touchstone and to exercise other procedural shareholder
rights, which will be transferred to the Depositary with the Common
Shares.
The Depositary Interests will be independent English securities
and will be held on a register maintained by the Depositary. The
Depositary Interests will have the same security code and ISIN
number as the underlying Common Shares which they represent and
will not require a separate admission to AIM.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Shore Capital and settlement instructions.
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 two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the fullest
extent permitted under its articles of incorporation or otherwise
by law and to the extent that such Placee then has any interest in
or rights in respect of any such Placing Shares; (iii) the Company
or Shore Capital may sell (and each of them is irrevocably
authorised by such Placee to do so) all or any of such Placing
Shares on such Placee's behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
Shore Capital: (a) any amount up to the total amount due to it as,
or in respect of, subscription monies, or as interest on such
monies, for any Placing Shares; (b) any amount required to cover
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) arising on the sale of such Placing Shares
on such Placee's behalf; and (c) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred
by it in respect of such sale; and (iv) such Placee shall remain
liable to the Company and to Shore Capital (as applicable) for the
full amount of any losses and of any costs which it may suffer or
incur as a result of it: (a) not receiving payment in full for such
Placing Shares by the required time; and/or (b) the sale of any
such Placing Shares to any other person at whatever price and on
whatever terms are actually obtained for such sale by or for it. By
communicating a bid for Placing Shares, each Placee confers on
Shore Capital and the Company such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which Shore Capital and/or the Company lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has
fully complied with its obligations hereunder
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Shore Capital nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Resale Restrictions
The certificates representing the Placing Shares or the
ownership statement issued under a direct registration system or
other electronic book-entry system shall bear a restrictive legend
in the following form (and with the necessary information inserted)
in accordance with applicable Canadian securities laws and the
policies of the TSX indicating that the resale of such securities
is restricted:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY IN THE PROVINCE OF
ALBERTA BEFORE 27 JUNE 2020."
"The securities represented by this certificate are listed on
the Toronto Stock Exchange ("TSX"); however, the said securities
cannot be traded through the facilities of TSX since they are not
freely transferable, and consequently any certificate representing
such securities is not "good delivery" in settlement of
transactions on TSX."
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
- represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings as referred to and
included in this Announcement (including this Appendix) and
undertakes not to redistribute or duplicate this Announcement;
- acknowledges that no prospectus, admission document or offering
document has been or will be prepared in connection with the
Placing and that it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the Placing or the Placing Shares;
- agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Shore Capital, their respective Affiliates and
any person acting on their behalf 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 in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
- acknowledges that the Placing Shares will be admitted to
trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules for Companies, which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account and the Company's announcements
and circulars published in the past 12 months and the Company's
admission document (collectively, the "Exchange Information"), and
that it is able to obtain or access such information without undue
difficulty and has read and understood the Exchange
Information;
- acknowledges that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it
in any circumstances;
- agrees that it has no rights against Shore Capital or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
- acknowledges that neither Shore Capital nor any of its
Affiliates nor any person acting on their behalf has provided, and
will not provide it with, any material or information regarding the
Placing Shares or the Company; nor has it requested that Shore
Capital or any of its Affiliates or any person acting on their
behalf to provide it with any such material or information;
- acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Shore Capital nor any of its Affiliates nor any person acting on
their behalf will be responsible for or shall have any liability
for any information, representation or statement relating to the
Company contained in this Announcement or any information
previously published by or on behalf of the Company and neither
Shore Capital nor any of its Affiliates nor any person acting on
their behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise;
- represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in
committing to subscribe for the Placing Shares is the information
contained in this Announcement and any Exchange Information and any
Publicly Available Information (save that in the case of Exchange
Information and 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),
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and that it
has made its own assessment of, and has not relied on any other
information given, or representation or statement made at any time,
by any person concerning the Company, the Placing Shares or the
Placing. It agrees that neither the Company nor Shore Capital, nor
any of their respective officers, agents, employees or affiliates
will have any liability for any other information or
representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information or
representation and has relied on its own investigation with respect
to, the Placing Shares, the Placing and the Company in connection
with its decision to subscribe for the Placing Shares;
- acknowledges that it is not relying on any investigation that
Shore Capital, any of its Affiliates or any person acting on their
behalf may have conducted with respect to the Placing Shares or the
Company and no person is authorised in connection with the Placing
to give any information or make any representation to it, express
or implied, with respect thereto other than as contained in this
Announcement and, if given or made, any information or
representation must not be relied upon as having been authorised by
Shore Capital or the Company;
- represents and warrants that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further represents and warrants that it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain, a complete loss in connection with
the Placing. It also represents and warrants that it has had
sufficient time to consider and has conducted its own investigation
with respect to the offer and subscription for the Placing Shares,
including the tax, legal and other economic considerations and has
relied upon its own examination and due diligence of the Company
and its affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
- represents and warrants that it has neither received nor relied
on any confidential price sensitive information concerning the
Company in making its investment decision to participate in the
Placing and is not purchasing the Placing Shares on the basis of
material non-public information or inside information (as defined
under the Market Abuse Regulation (EU 596/2014) ("MAR");
- agrees that these terms and conditions represent the whole and
only agreement between it, Shore Capital and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, acknowledges that it has not relied
on any information relating to the Company, other than as contained
in this Announcement, the Exchange Information and Publicly
Available Information (save that in the case of Exchange
Information and 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),
including that which is contained in any research reports prepared
by Shore Capital, any of its Affiliates or any person acting on
their behalf and understands that (i) neither Shore Capital, nor
any of its Affiliates nor any person acting on their behalf has or
shall have any liability for public information or any
representation; (ii) neither Shore Capital nor the Company, nor any
of their Affiliates, nor any person acting on their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
that (iii) neither Shore Capital nor the Company, nor any of their
Affiliates, nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
- represents and warrants that (i) it is entitled to acquire the
Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity and authority, and is entitled, to
commit to participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations,
and to make the representations and agreements contained on this
Appendix; (iv) it has paid any issue, transfer or other taxes due
in connection with its participation in the Placing in any
territory; and (v) it has not taken any action which will or may
result in the Company, Shore Capital, any of their respective
Affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing;
- represents and warrants that it understands that: (i) the
Placing Shares have not been and will not be registered under the
US Securities Act or with any state or other jurisdiction of
the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United
States or any other United
States regulatory authority; and (ii) it will not offer,
sell or deliver, directly or indirectly, any Placing Shares in or
into the United States other than
pursuant to an effective registration under the US Securities Act
or in a transaction exempt from, or not subject to, the
registration requirements thereunder and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States and may only be
acquired in "offshore transactions" as defined in and pursuant to
Regulation S under the US Securities Act or in transactions exempt
from or not subject to the registration requirements of the US
Securities Act;
- represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S under the US Securities
Act;
- represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United States except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act;
- represents and warrants that it will observe the resale
restrictions set out in further detail in the section entitled
'Resale Restrictions' above in this Appendix;
- represents and warrants that it is subscribing for the Placing
Shares for investment purposes, and not with a view to offer,
resell, or distribute within the meaning of US securities law;
- represents and warrants that it understands that the Company is
relying on an exemption from the requirements to provide it with a
prospectus and to sell the Placing Shares through a person or
company registered to sell securities under the Securities Act, RSA
2000. C S-4 (the "Alberta Securities Act") and, as a consequence of
acquiring Placing Shares pursuant to this exemption, certain
protections, rights and remedies provided under the Alberta
Securities Act, including statutory rights of rescission or
damages, will not be available to it;
- represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(2) of the
Prospectus Regulation, the Placing Shares purchased 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 a member state of the European Economic Area and the
United Kingdom, other than to
"qualified investors" as defined in Article 2(e) of the Prospectus
Regulation, or in circumstances in which the prior consent of Shore
Capital has been given to the offer or resale;
- represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in the
United Kingdom or any member state
of the European Economic Area except in circumstances falling
within Article 1(4) of the Prospectus Regulation which do not
result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Regulation;
- represents and warrants that 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 it is permitted to do so
pursuant to section 21 of FSMA and it acknowledges and agrees that
this Announcement has not been approved by Shore Capital in its
capacity as authorised persons under section 21 of FSMA and it may
not therefore be subject to the controls which would apply if it
was made or approved as financial promotion by an authorised
person;
- represents and warrants that it is aware of and has complied
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from,
or otherwise involving the United
Kingdom;
- represents and warrants that it is aware of and has complied
with its obligations in connection with money laundering and
terrorist financing under the Criminal Justice Act 1993, MAR, the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006, the Anti-terrorism Crime and Security Act
2001, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
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 it is 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;
- if in the United Kingdom,
represents and warrants that it is a person falling within (a)
Article 19(5) of the Order or (b) a person falling within Article
49(2)(a) to (d) of the Order and undertakes that it will acquire,
hold, manage and dispose of any Placing Shares that are allocated
to it for the purposes of its business;
- if in the United Kingdom,
represents and warrants that it is a qualified investor as defined
in Article 2(e) of the Prospectus Regulation, acting as principal
or in circumstances to which section 86(2) of FSMA applies;
- represents and warrants that its participation in the Placing
is not being made pursuant to an agreement or understanding
(whether formal or informal) with another person or persons or to
obtain or consolidate control of the Company (as further defined in
the City Code on Takeovers and Mergers);
- undertakes that it (and any person acting on its behalf) will
pay for the Placing Shares acquired by it in accordance with this
Announcement on the due time and date set out in this Announcement
or any trade confirmation issued pursuant to this Announcement
against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other Placees or sold as
either Shore Capital or the Company may, in their absolute
discretion, determine and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any costs,
commissions, stamp duty or stamp duty reserve tax (together with
any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
- if it has received any confidential price sensitive information
about the Company in advance of the Placing (including inside
information as defined under MAR), it warrants that it has received
such information within the marketing soundings regime provided for
in article 11 of MAR and associated delegated regulations and has
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
- acknowledges that neither Shore Capital nor the Company, nor
any of their Affiliates nor any person acting on their behalf is
making any recommendations to it or advising it regarding the
suitability or merits of any transaction it may enter into in
connection with the Placing, and acknowledges that neither Shore
Capital nor the Company, nor any of their Affiliates nor any person
acting on their behalf has any duties or responsibilities to it for
providing advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of Shore Capital's or the Company's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
- undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither Shore
Capital nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis
that the Placing Shares will be issued to the CREST stock account
of Shore Capital which will hold them as settlement agent as
nominee for the Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing
Shares being made simultaneously upon receipt of the Placing Shares
in the Placee's stock account on a delivery versus payment
basis;
- acknowledges that any agreements entered into by it pursuant to
these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales 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 courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
- acknowledges that it irrevocably appoints any director of Shore
Capital as its agent for the purposes 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 agreed to be taken up by it under the Placing;
- represents and warrants that (unless otherwise agreed with
Shore Capital) it is not, and any person who it is acting on behalf
of is not, and at the time the Placing Shares are subscribed will
not be, a resident of any Restricted Jurisdiction and
acknowledges and agrees that the Placing Shares have not been and
will not be registered nor will a prospectus be cleared in respect
of the Placing Shares under the securities legislation of any
Restricted Jurisdiction and, subject to certain exceptions, the
Placing Shares may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
- represents and warrants that any person who confirms to Shore
Capital on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises Shore Capital to notify the Placee's
name to the Company's registrar, has authority to do so on behalf
of the Placee;
- acknowledges that the agreement to settle each Placee's
allocation of Placing Shares (and/or the allocation of a person for
whom it is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Shore Capital will be
responsible. If this is the case, the Placee should take its own
advice and notify Shore Capital accordingly;
- represents and warrants that it, or the person specified by it
for registration as a holder of the Placing Shares, 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), if
any, payable on acquisition of any of the Placing Shares or the
agreement to subscribe for the Placing Shares and acknowledges and
agrees that none of Shore Capital, the Company, any of their
respective Affiliates or any person acting on behalf of them will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of
such Placee agrees to participate in the Placing, and agrees to
indemnify the Company and Shore Capital on an after tax basis in
respect of the same, on the basis that the Placing Shares will be
allotted to the CREST stock account of Shore Capital who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
- represents and warrants that it will not make any offer to the
public of those Placing Shares to be subscribed for and/or
purchased by it for the purposes of the Prospectus Regulation Rules
made by the FCA pursuant to Prospectus Regulation Rules Instrument
2019 (FCA 2019/80);
- represents and warrants it will not distribute any document
relating to the Placing Shares and it will be acquiring the Placing
Shares for its own account as principal or for a discretionary
account or accounts (as to which it has the authority to make the
statements set out herein) for investment purposes only and it does
not have any contract, understanding or arrangement with any person
to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save
that if it is a private client stockbroker or fund manager it
confirms that in purchasing the Placing Shares it is acting under
the terms of one or more discretionary mandates granted to it by
private clients and it is not acting on an execution only basis or
under specific instructions to purchase the Placing Shares for the
account of any third party;
- acknowledges that the Placing Shares will be issued subject to
the terms and conditions set out in this Announcement (including
this Appendix);
- acknowledges that when a Placee or any person acting on behalf
of the Placee is dealing with Shore Capital, any money held in an
account with Shore Capital 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. The 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 Shore Capital's
money in accordance with the client money rules and will be used by
Shore Capital in the course of its business; and the Placee will
rank only as a general creditor of Shore Capital (as the case may
be);
- acknowledges and understands that the Company, Shore Capital
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
- acknowledges that no prospectus, admission document or other
offering document has been or will be prepared in connection with
the Placing and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the Placing or the Placing Shares;
- acknowledges that time is of the essence as regard its
obligations in respect of its participation in the Placing under
these terms and conditions;
- acknowledges that the basis of allocation will be determined by
Shore Capital at its absolute discretion in consultation with the
Company. The right is reserved to reject in whole or in part and/or
scale back any participation in the Placing;
- irrevocably authorises the Company and Shore Capital to
produce this Announcement pursuant to, in connection with, or as
maybe required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth in this Announcement; and
- acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Shore Capital (for their own benefit and, where relevant, the
benefit of their respective Affiliates and any person acting on
their behalf) and are irrevocable. The provisions of this Appendix
may be waived, varied or modified as regards specific Placees or on
a general basis by Shore Capital and/or the Company.
No claim shall be made against the Company, Shore Capital, their
respective Affiliates or any other person acting on behalf of any
of such persons by a Placee to recover any damage, cost, charge or
expense which it may suffer or incur by reason of or arising from
the carrying out by it of the work to be done by it pursuant to
this Announcement or the performance of its obligations pursuant to
this Announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
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 Shore Capital will
be responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Shore Capital in the event
that the Company or Shore Capital incurs any such liability to
stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, 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 outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Shore Capital will notify the Placees and any person
acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company. Each Placee, and any person
acting on behalf of the Placee, acknowledges that Shore Capital
does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement. Each Placee and any person acting on behalf
of the Placee acknowledges and agrees that Shore Capital or any of
its Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
The rights and remedies of Shore Capital and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
Shore Capital:
(a) if he is an individual, his
nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
SOURCE Touchstone Exploration Inc.