Touchstone Raises $30mn In Private Placement

(Touchstone, 2.Nov.2020) — Touchstone Exploration Inc. placed 24,291,866 new common shares of no par value (the “Placing Shares”) with institutional and other investors in the United Kingdom and Canada at a price of 95 pence per Placing Share (approximately C$1.64) (the “Placing Price”), raising gross proceeds of approximately $30mn (approximately £23.1mn and C$39.8mn).

The Placing Price represents a 3.4 percent and 5.7 percent discount to 98.39 pence and 100.76 pence, respectively, 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 2 November 2020.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together, “Shore Capital”) and Canaccord Genuity Limited (“Canaccord”) acted as Joint Bookrunners in connection with the placing of Placing Shares with investors in the UK (the “UK Placing”). Canaccord acted as Sole Bookrunner in connection with the placing of Placing Shares with investors in Canada (the “Canadian Placing”).

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Paul R. Baay, President and Chief Executive Officer, commented:

“Following the significant exploration success at Ortoire, which has consistently exceeded our expectations, the Placing will allow us to continue our exploration and development activities we have planned for the Ortoire block, as we seek to bring our existing natural gas discoveries onto production and drill further prospective targets. We are delighted by the support we have received from new and existing investors. We continue to thank our shareholders for their ongoing support, and we look forward to continuing to update shareholders as the exploration program continues.”

Listing and Voting Rights

Application has been made for the Placing Shares, which will rank pari passu with the company’s existing issued share capital, to be admitted to trading on the Toronto Stock Exchange (“TSX”) and AIM (“Admission”). Subject to the receipt of required approvals from the TSX and AIM, the Placing Shares are expected to be issued and admitted to trading on 12 November. The Placing Shares will represent approximately 11.6 percent of the total issued share capital in the company on Admission.

Placing Shares issued in connection with the Canadian Placing will be subject to a four-month and one day restricted hold period, 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. Any Placing Shares placed outside of Canada pursuant to the UK Placing will be subject to the same four-month and one day restricted hold period, which will prevent such Placing Shares from being sold in Canada, but such Placing Shares will otherwise be freely transferable.

Immediately following Admission of the Placing Shares, the company’s issued share capital will consist of 208,699,627 common shares. The company does not hold any common shares in treasury. This figure may be used by shareholders to determine if they are required to notify their interest in, or a change to their interest in, the company.

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