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
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.
Background to the Placing and Use of Proceeds
To date, the Company has drilled three successful gross exploration wells (2.4 net) on the Ortoire block, onshore in the
On the basis of three significant natural gas discoveries to date, the Company is seeking to raise up to
- Cascadura-1ST1 – surface facility development;
- Chinook-1 – completion, testing and potential surface facility development;
- Cascadura Deep – drilling, potential completion, testing and surface facility development; and
Royston – drilling and potential completion and testing.
The Company also intends to use a portion of the net proceeds of the Placing to fund a seismic program in order to fulfil its work commitments under the Ortoire exploration and production licence, as well as for working capital purposes.
Details of the
The Placing is being completed within the Company's existing share issuance authorities.
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 price per Placing Share ("Placing Price") will be announced as soon as practicable after the closing of the Bookbuild. The Placing is not being underwritten.
Details of the Canadian Placing
Placement of the Placing Shares in
Admission and Settlement
Application will be made for the Placing Shares to be admitted to trading ("Admission") on the AIM market of the
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
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.
Advisories
Exchange Rate
For reference purposes in this announcement,
Forward-Looking Statements
Certain information provided in this announcement may constitute forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. Forward-looking statements in this announcement include, but are not limited to, those in respect of the Placing, including the size, pricing and timing thereof, the type of securities being offered thereunder, the investors participating therein, the intended use of proceeds therefrom (including with respect to future exploration, development and production activities and the locations thereof, and the extent to which such activities are expected to fulfil the Company's contractual commitments under the Ortoire exploration and production licence); and the conditions and approvals required and applications being filed in connection therewith. 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
Important Notice to
This announcement and any other documentation that may be delivered directly to certain persons in connection with the
In any EEA Member State that has implemented the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as amended, and the
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
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, Canaccord or any other person authorised under FSMA. This announcement is being distributed and communicated to persons in the
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
No action has been taken by the Company, Shore Capital, Canaccord 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 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.
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, Canaccord or by any of their affiliates or their 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.
Each person who is invited to and who chooses to participate in the
This announcement does not constitute a recommendation concerning any investor's options with respect to the
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
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
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
IMPORTANT INFORMATION FOR
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
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
This Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in
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
Each person who is invited to and who chooses to participate in the
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 that were offered the Placing Shares outside of
EACH
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
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
Principal terms of the Placing for
This Appendix gives
- Shore Capital and Canaccord are acting as agents of the Company in connection with the
UK Placing on the terms and subject to the conditions of the Placing Agreement. - Participation in the
UK Placing will only be available to persons who may lawfully be, and are, invited by Shore Capital or Canaccord to participate. Shore Capital, Canaccord and any of their affiliates are entitled to participate in theUK Placing as principal. - To bid in the Bookbuild, prospective
UK Placees should communicate their bid by telephone to their usual sales contact at Shore Capital or Canaccord. Each bid should state the number of Placing Shares which the prospectiveUK 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 Bookbuild closing time is at the discretion of Shore Capital and the Bookbuild is expected to close in short order. Shore Capital and Canaccord may, in agreement with the Company, accept bids received after the Bookbuild has closed. Shore Capital and Canaccord 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 they may determine.
- The final number of Placing Shares to be issued in the
UK 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 aRegulatory Information Service . - The Company, Shore Capital and Canaccord reserve the right: (i) to scale back the number of Placing Shares to be subscribed for by any
UK 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 theUK Placing, in agreement with Shore Capital and Canaccord. - Each
UK Placees allocations of Placing Shares will be determined by Shore Capital and Canaccord in accordance with the principles of allocation discussed between Shore Capital, Canaccord and the Company and will be confirmed orally toUK Placees by Shore Capital or Canaccord, and eachUK Placees allocation and commitment will be evidenced by a contract note issued to suchUK Placee by Shore Capital or Canaccord, the form of which will be dispatched to eachUK Placee as soon as possible after its allocation of Placing Shares has been confirmed orally to it by Shore Capital or Canaccord. The terms of this Appendix will be deemed incorporated in that contract note. - Shore Capital's or Canaccord's oral confirmation of an allocation of Placing Shares will give rise to an irrevocable, legally binding commitment by that
UK person (who at that point becomes aUK Placee), in favour of Shore Capital or Canaccord 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 and Canaccord's consent, such commitment will not be capable of variation or revocation. - Each
UK Placees 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 theUK Placee on behalf of which it is made and, except with Shore Capital's and Canaccord's consent, will not be capable of variation or revocation after the time at which it is submitted. - Each
UK Placee will have an immediate, separate, irrevocable and binding obligation, owed to Shore Capital and/or Canaccord, 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 suchUK Placee has agreed to acquire and the Company has agreed to allot and issue to thatUK 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
UK Placee (or its agent), in its capacity asUK Placee (or agent), other than with suchUK Placees prior written consent. - Irrespective of the time at which a
UK Placees allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing byUK Placees will be required to be made at the same time, on the basis explained below under "Registration and settlement". - All obligations under the
UK 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
UK Placing, eachUK 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 theUK Placee. - To the fullest extent permissible by law and the applicable rules of the
Financial Conduct Authority , neither: (a) Shore Capital, (b) Canaccord, (c) the Company, nor (d) any of their affiliates, agents, directors, officers, consultants or employees nor (e) to the extent not contained within (a), (b), (c) or (d), any person connected with Shore Capital, Canaccord or the Company as defined in the Financial Services and Markets Act 2000 ((b) and (d) being together "Affiliates" and individually an "Affiliate") shall have any liability (including to the extent permissible by law, any fiduciary duties) toUK Placees or to any other person whether acting on behalf of aUK Placee or otherwise. In particular, neither Shore Capital nor Canaccord 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 or Canaccord's conduct of the Placing or of such alternative method of effecting the Placing as Shore Capital, Canaccord 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
The
The obligations of Shore Capital and Canaccord 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. (London time) on the dealing day immediately prior to the expected date of Admission (but dated the day of such Admission), to Shore Capital and Canaccord a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement were 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 TSX of the
UK Placing in accordance with Part VI of the TSX Company Manual subject to the fulfilment of certain requirements of the TSX; - the obligations of Shore Capital and Canaccord 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. (London time) on or aroundNovember 12, 2020 or such later time as Shore Capital and Canaccord may agree in writing with the Company (or such later date as the Company, Shore Capital and Canaccord may agree, in any event being no later than the Long Stop Date).
The
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 and Canaccord) by the relevant time or date specified in the Placing Agreement (or such later time or date as Shore Capital and Canaccord may notify to the Company), or (b) the Placing Agreement is terminated in the circumstances specified below, the
Shore Capital and Canaccord 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
By participating in the
No commissions will be paid to
Right to terminate under the Placing Agreement
Shore Capital and Canaccord may, at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company in certain circumstances, including if they become 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 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 and Canaccord be likely to materially prejudice the outcome of the
By participating in the Placing, each
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
By participating in the
Registration and Settlement
In order to enable
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
Interest is chargeable daily on payments not received from
Each
If Placing Shares are to be delivered to a custodian or settlement agent, the
Insofar as Placing Shares are registered in the
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 securities represented by this certificate are listed on the
Representations and Warranties
By participating in the
- represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the
UK 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
UK Placing and that it has not received and will not receive a prospectus, admission document or other offering document in connection with theUK Placing or the Placing Shares; - agrees to indemnify on an after-tax basis and hold harmless each of the Company, Shore Capital, Canaccord 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
UK 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, Canaccord 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 Canaccord nor any of their 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, Canaccord or any of their 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 Canaccord nor any of their 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 Canaccord any of their Affiliates nor any person acting on their behalf will be liable for any
UK Placees 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
UK 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, aUK Placees right to rely on that information is limited to the right that suchUK 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 none of the Company, Shore Capital or Canaccord, 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, theUK 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, Canaccord or any of their 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
UK 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, Canaccord 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
UK 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 theUK 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
UK 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, Canaccord and the Company in relation to its participation in the
UK Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, eachUK Placee, in accepting its participation in theUK 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, aUK Placees right to rely on that information is limited to the right that suchUK 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, Canaccord, any of their Affiliates or any person acting on their behalf and understands that (i) neither Shore Capital nor Canaccord, nor any of their 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 Canaccord 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 suchUK Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of Shore Capital, Canaccord or 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
UK Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Shore Capital, Canaccord, 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 theUK 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 theUS Securities and Exchange Commission , any state securities commission inthe United States or any otherUnited States regulatory authority; and (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or intothe 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 ofthe 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 and Canaccord 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 either Shore Capital or Canaccord in their capacities 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
UK Placees or sold as Shore Capital, Canaccord 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 suchUK Placees Placing Shares on its behalf; - if it has received any confidential price sensitive information about the Company in advance of the
UK 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 theCompany; (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 none of Shore Capital, Canaccord 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 none of Shore Capital, Canaccord 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
UK 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, Canaccord'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
UK Placee or (b) theUK Placees nominee, as the case may be, (ii) none of Shore Capital, Canaccord 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) theUK 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 or Canaccord which will hold them as settlement agent as nominee for theUK 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 theUK Placees 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 andWales 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 ofEngland andWales as regards any claim, dispute or matter arising out of any such contract; - acknowledges that it irrevocably appoints any director of Shore Capital or Canaccord 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
UK Placing; - represents and warrants that (unless otherwise agreed with Shore Capital and Canaccord) 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 or Canaccord on behalf of a
UK Placee an agreement to subscribe for Placing Shares and/or who authorises Shore Capital and Canaccord to notify theUK Placees name to the Company's registrar, has authority to do so on behalf of theUK Placee ; - acknowledges that the agreement to settle each
UK Placees 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 none of the Company, Shore Capital nor Canaccord will be responsible. If this is the case, theUK Placee should take its own advice and notify Shore Capital or Canaccord 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, Canaccord, 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
UK Placee and any person acting on behalf of suchUK Placee agrees to participate in theUK Placing, and agrees to indemnify the Company, Shore Capital and Canaccord 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 or Canaccord who will hold them as nominee on behalf of suchUK 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
UK Placee or any person acting on behalf of theUK Placee is dealing with Shore Capital or Canaccord, any money held in an account with Shore Capital or Canaccord on behalf of theUK Placee and/or any person acting on behalf of theUK Placee will not be treated as client money within the meaning of the relevant rules and regulations of theFCA . TheUK 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 nor Canaccord's money in accordance with the client money rules and will be used by Shore Capital and Canaccord in the course of their businesses; and theUK Placee will rank only as a general creditor of Shore Capital or Canaccord (as the case may be); - acknowledges and understands that the Company, Shore Capital, Canaccord 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
UK Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with theUK Placing or the Placing Shares; - acknowledges that time is of the essence as regard its obligations in respect of its participation in the
UK Placing under these terms and conditions; - acknowledges that the basis of allocation will be determined by Shore Capital and Canaccord at their 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
UK Placing; - irrevocably authorises the Company, Shore Capital and Canaccord 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
UK Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of theUK Placing.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company, Shore Capital and Canaccord (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
No claim shall be made against the Company, Shore Capital, Canaccord or any of their respective Affiliates or any other person acting on behalf of any of such persons by a
No
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 nor Canaccord will be responsible and the
In addition,
All times and dates in this Announcement may be subject to amendment. Shore Capital or Canaccord will notify the
This Announcement has been issued by the Company and is the sole responsibility of the Company. Each
The rights and remedies of Shore Capital, Canaccord 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
(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
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