Touchstone Exploration Inc. Announces Statement Regarding Lease Operators Offer

In This Article:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

ALL SHARE OFFER

for

Trinity Exploration & Production Plc ("Trinity")

by

Touchstone Exploration Inc. ("Touchstone")


 

Statement regarding Lease Operators offer for Trinity and update on Irrevocable Undertakings and Letter of Intent
 

CALGARY, CANADA / ACCESSWIRE / August 5, 2024 / Touchstone notes the announcement by Lease Operators Limited ("Lease Operators") and Trinity of a recommended offer by Lease Operators for the entire issued and to be issued share capital of Trinity (the "Lease Operators Offer"), which is intended to be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act (the "Lease Operators Scheme").

Touchstone is considering its position and urges Trinity Shareholders to take no action in response to the announcement by Lease Operators and Trinity.

Irrevocable undertakings summary

The board of directors of Touchstone (the "Touchstone Board") notes that prior to the announcement of the all share offer by Touchstone on 1 May 2024 (the "Touchstone Offer"), Touchstone received Irrevocable Undertakings in respect of a total of 15,083,344 Trinity Shares representing, in aggregate, approximately 38.9 percent of Trinity's ordinary share capital in issue (excluding any Trinity Shares held in treasury). The necessary resolutions to approve the scheme of arrangement proposed by Trinity to implement the Touchstone Offer (the "Touchstone Scheme") were approved by majorities of over 99 percent of shareholders voting at both the Trinity Court Meeting and General Meeting.

The terms of the Irrevocable Undertakings were summarised in both the announcement on 1 May 2024 and the shareholder circular relating to the Touchstone Scheme published by Trinity on 24 May 2024 (the "Touchstone Scheme Document"), and that summary is reproduced in full in the Annex to this announcement. The Irrevocable Undertakings themselves are available online at: https://www.touchstoneexploration.com/trinity-acquisition

In particular, Touchstone draws the attention of Trinity Shareholders to the fact that, as the Trinity Court Meeting and General Meeting have both taken place, the Irrevocable Undertakings remain binding regardless of the Lease Operators Offer unless the Touchstone scheme lapses or is withdrawn. A summary of the circumstances in which the Irrevocable Undertakings would cease to have effect is included in the Annex to this announcement.