EXERCISE OF STOCK OPTIONS

Touchstone Exploration Inc.

03 June 2024

 

EXERCISE OF STOCK OPTIONS, SALE OF COMMON SHARES, DIRECTOR / PDMR SHAREHOLDING AND RULE 2.9 ANNOUNCEMENT

CALGARY, ALBERTA (June 3, 2024) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces that executive officers and certain employees of the Company exercised stock options representing an aggregate 634,356 common shares of no par value in the Company ("Common Shares") on May 31, 2024. All of the stock options were issued on April 5, 2019 in accordance with the Company's shareholder approved stock option plan that were set to expire on May 31, 2024. 178,044 and 456,312 Common Shares were issued on the Toronto Stock Exchange ("TSX") on May 31, 2024 and June 3, 2024, respectively.

As part of the exercise, Mr. Paul Baay, the Company's President, Chief Executive Officer and Executive Director, exercised stock options representing 23,201 Common Shares with an exercise price of C$0.23 (approximately 13.2 pence) per stock option.

Mr. Scott Budau, the Company's Chief Financial Officer, exercised stock options representing 290,501 Common Shares with an exercise price of C$0.23 (approximately 13.2 pence) per stock option.

Mr. Brian Hollingshead, the Company's EVP Engineering and Business Development, exercised stock options representing 16,054 Common Shares with an exercise price of C$0.23 (approximately 13.2 pence) per stock option. To partially satisfy the cost and withholding taxes associated with the stock option exercise, Mr. Hollingshead sold 9,273 Common Shares at a weighted average price of approximately C$0.54 (approximately 31 pence) per Common Share on the TSX on May 31, 2024.

Mr. James Shipka, the Company's EVP Asset Development and HSE, exercised stock options representing 34,500 Common Shares with an exercise price of C$0.23 (approximately 13.2 pence) per stock option. Mr. Shipka sold all of the associated Common Shares at a weighted average price of approximately C$0.55 (approximately 31.6 pence) per Common Share on the TSX on May 31, 2024.

Application has been made for the 634,356 new Common Shares, which will rank pari passu with the Company's existing issued share capital, to be admitted to trading on AIM, which is expected to take place on June 10, 2024 ("Admission"). Immediately following Admission, the Company's issued share capital will consist of 236,306,661 Common Shares. The Company does not hold any Common Shares in treasury. This figure may be used by shareholders to determine if they are required to notify their interest in, or a change to their interest in, the Company.

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, Touchstone confirms that, following Admission, it will have in issue and admitted to trading and listing (as the case may be) on the AIM market of the London Stock Exchange and/or the TSX, 236,306,661 Common Shares. The International Securities Identification Number (ISIN) of the ordinary shares is CA89156L1085.

The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail regarding the above transaction.

Touchstone Exploration Inc.

Touchstone Exploration Inc. is a Calgary, Alberta based company engaged in the business of acquiring interests in petroleum and natural gas rights and the exploration, development, production and sale of petroleum and natural gas. Touchstone is currently active in onshore properties located in the Republic of Trinidad and Tobago. The Company's common shares are traded on the Toronto Stock Exchange and the AIM market of the London Stock Exchange under the symbol "TXP".

For further information about Touchstone, please visit our website at www.touchstoneexploration.com or contact:

Touchstone Exploration Inc.

Paul Baay, President and Chief Executive Officer                        Tel: [phone]

Scott Budau, Chief Financial Officer

Shore Capital (Nominated Advisor and Joint Broker)

Daniel Bush / Toby Gibbs / Tom Knibbs                                        Tel: [phone]

Canaccord Genuity (Joint Broker) 

Adam James / Ana Ercegovic                                                        Tel: [phone]

FTI Consulting (Financial PR)

Nick Hennis / Ben Brewerton                                                         Tel: [phone]

Email: [e-mail]

Advisory

For reference purposes in this announcement, one British pound has been translated from Canadian dollars at a rate of 1.74 to 1.00.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.   Paul R. Baay 2.   Scott Budau 3.   Brian Hollingshead 4.   Brian Hollingshead 5.   James Shipka 6.   James Shipka
2	Reason for the notification
a)	Position/status	1.   President, Chief Executive Officer and Executive Director 2.   Chief Financial Officer 3.   EVP Engineering and BD 4.   EVP Engineering and BD 5.   EVP Asset Development and HSE 6.   EVP Asset Development and HSE
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Touchstone Exploration Inc.
b)	LEI	2138008URBSUC1J24J73
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common Shares of Touchstone Exploration Inc. CA89156L1085
b)	Nature of the transaction	1.   Exercise of 23,201 stock options 2.   Exercise of 290,501 stock options 3.   Exercise of 16,054 stock options 4.   Sale of 9,273 Common Shares 5.   Exercise of 34,500 stock options 6.   Sale of 34,500 Common Shares
c)	Prices and volumes	Effective Prices Volumes 1. C$0.23 (c13.2p) 23,201 2. C$0.23 (c13.2p) 290,501 3. C$0.23 (c13.2p) 16,054 4. C$0.54 (c31p) 9,273 5. C$0.23 (c13.2p) 34,500 6. C$0.55 (c31.6p) 34,500
d)	Aggregated information -  Aggregated volume -  Price	1.   Aggregated volume: 23,201 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total: C$5,336.23 (c£3,062.53) 2.   Aggregated volume: 290,501 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total: C$66,815.23 (c£38,346.13) 3.   Aggregated volume: 16,054 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total: C$3,692.42 (c£2,119.13) 4.   Aggregated volume: 9,273 Common Shares Aggregated price: C$0.54 (c31p) each Aggregate total: C$5,007.42 (c£2,874.63) 5.   Aggregated volume: 34,500 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total; C$7,935 (c£4,554) 6.   Aggregated volume: 34,500 Common Shares Aggregated price: C$0.55 (c31.6p) each Aggregate total: C$18,975 (c£10,902)
e)	Date of the transaction	1.   May 31, 2024 2.   May 31, 2024 3.   May 31, 2024 4.   May 31, 2024 5.   May 31, 2024 6.   May 31, 2024
f)	Place of the transaction	1.   Off market transaction 2.   Off market transaction 3.   Off market transaction 4.   TSX 5.   Off market transaction 6.   TSX

 

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