Director/PDMR Shareholding

Touchstone Exploration Inc.

31 May 2024

 

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

CALGARY, ALBERTA (May 31, 2024) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces that its executive officers exercised stock options representing an aggregate 373,219 common shares of no par value in the Company ("Common Shares") on May 29, 2024. The associated Common Shares were issued on the Toronto Stock Exchange ("TSX") on May 30, 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.

As part of the exercise, Mr. Paul Baay, the Company's President, Chief Executive Officer and Executive Director, exercised stock options representing 9,274 Common Shares with an exercise price of C$0.23 (approximately 13.2 pence) per stock option. To satisfy the cost and withholding taxes associated with the stock option exercise, Mr. Baay sold 5,000 Common Shares at a weighted average price of approximately C$0.58 (approximately 33.3 pence) per Common Share on the TSX on May 29, 2024.

Mr. Scott Budau, the Company's Chief Financial Officer, exercised stock options representing 9,499 Common Shares with an exercise price of C$0.23 (approximately 13.2 pence) per stock option. To satisfy the cost and withholding taxes associated with the stock option exercise, Mr. Budau sold 5,000 Common Shares at a weighted average price of approximately C$0.58 (approximately 33.3 pence) per Common Share on the TSX on May 29, 2024.

Mr. Brian Hollingshead, the Company's EVP Engineering and Business Development, exercised stock options representing 88,946 Common Shares with an exercise price of C$0.23 (approximately 13.2 pence) per stock option. To satisfy the cost and withholding taxes associated with the stock option exercise, Mr. Hollingshead sold 47,094 Common Shares at a weighted average price of approximately C$0.57 (approximately 32.8 pence) per Common Share on the TSX on May 29, 2024.

Mr. James Shipka, the Company's EVP Asset Development and HSE, exercised stock options representing 265,500 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$0.56 (approximately 32.2 pence) per Common Share on the TSX on May 29, 2024.

Application has been made for the 373,219 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 7, 2024 ("Admission"). Immediately following Admission, the Company's issued share capital will consist of 235,672,305 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, 235,672,305 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.   Paul R. Baay 3.   Scott Budau 4.   Scott Budau 5.   Brian Hollingshead 6.   Brian Hollingshead 7.   James Shipka 8.   James Shipka
2	Reason for the notification
a)	Position/status	1.   President, Chief Executive Officer and Executive Director 2.   President, Chief Executive Officer and Executive Director 3.   Chief Financial Officer 4.   Chief Financial Officer 5.   EVP Engineering and BD 6.   EVP Engineering and BD 7.   EVP Asset Development and HSE 8.   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 9,274 stock options 2.   Sale of 5,000 Common Shares 3.   Exercise of 9,499 stock options 4.   Sale of 5,000 Common Shares 5.   Exercise of 88,946 stock options 6.   Sale of 47,094 Common Shares 7.   Exercise of 265,500 stock options 8.   Sale of 265,500 Common Shares
c)	Prices and volumes	Effective Prices Volumes 1. C$0.23 (c13.2p) 9,274 2. C$0.58 (c33.3p) 5,000 3. C$0.23 (c13.2p) 9,499 4. C$0.58 (c33.3p) 5,000 5. C$0.23 (c13.2p) 88,946 6. C$0.57 (c32.8p) 47,094 7. C$0.23 (c13.2p) 265,500 8. C$0.56 (c32.2p) 265,500
d)	Aggregated information -  Aggregated volume -  Price	1.   Aggregated volume: 9,274 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total: C$2,133.02 (c£1,224.17) 2.   Aggregated volume: 5,000 Common Shares Aggregated price: C$0.58 (c33.p) each Aggregate total: C$2,900 (c£1,665) 3.   Aggregated volume: 9,499 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total: C$2,184.77 (c£1,253.87) 4.   Aggregated volume: 5,000 Common Shares Aggregated price: C$0.58 (c33.3p) each Aggregate total: C$2,900 (c£1,665) 5.   Aggregated volume: 88,946 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total: C$20,457.58 (c£11,740.87) 6.   Aggregated volume: 47,094 Common Shares Aggregated price: C$0.57 (c32.8p) each Aggregate total: C$26,843.58 (c£15,446.83) 7.   Aggregated volume: 265,500 stock options exercised Aggregated price: C$0.23 (c13.2p) each Aggregate total; C$61,065 (c£35,046) 8.   Aggregated volume: 265,500 Common Shares Aggregated price: C$0.56 (c32.2p) each Aggregate total: C$148,680 (c£85,491)
e)	Date of the transaction	1.   May 29, 2024 2.   May 29, 2024 3.   May 29, 2024 4.   May 29, 2024 5.   May 29, 2024 6.   May 29, 2024 7.   May 29, 2024 8.   May 29, 2024
f)	Place of the transaction	1.   Off market transaction 2.   TSX 3.   Off market transaction 4.   TSX 5.   Off market transaction 6.   TSX 7.   Off market transaction 8.   TSX

 

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