Key Developments: Touchstone Exploration Inc (TAB.V)
0.24USD
17 May 2013
$0.01 (+4.35%)
$0.23
$0.24
$0.24
$0.24
35,400
143,259
$0.32
$0.15
Latest Key Developments (Source: Significant Developments)
Touchstone Exploration Inc Completes Acquisition Of Primera Energy Resources Ltd
Touchstone Exploration Inc announced the completion, by court-approved plan of arrangement (the Arrangement), of the acquisition of Primera Energy Resources Ltd. ("Primera"). Touchstone has acquired all the outstanding common shares of Primera not otherwise owned, directly or indirectly, by Touchstone in exchange for the issuance of approximately 30,028,275 Touchstone common shares. Primera's common shares will be delisted upon formal approval of the Arrangement by the TSX Venture Exchange. Touchstone now holds a 100% interest in Primera's producing property (Block WD-4) located in Trinidad through Primera's wholly owned subsidiary, Optimal Services (St. Lucia) Limited, as well as interests in other exploration properties in Trinidad (Cory Moruga Block). Full Article
Touchstone Exploration Inc and Primera Energy Resources Ltd Announce Proposed Business Combination
Touchstone Exploration Inc and Primera Energy Resources Ltd announced they have entered into an arrangement agreement (the Arrangement Agreement) which provides that Touchstone will acquire all of the common shares of Primera (each a Primera Share) not otherwise owned, directly or indirectly, by Touchstone, by way of a plan of arrangement (the Arrangement) under the Business Corporations Act (Alberta). Touchstone will acquire the outstanding Primera Shares in exchange for Touchstone common shares (each a Touchstone Share), on the basis of 0.90 of a Touchstone Share per Primera Share. Based on the current number of outstanding Primera Shares and options, Touchstone anticipates issuing a maximum of approximately 30,028,275 Touchstone Shares to complete the transaction. Full Article
Touchstone Exploration Inc Announces Closing Of $24.0 Million Term Loan
Touchstone Exploration Inc announced that it has closed its previously announced CAD24.0 million long-term loan (the New Financing) with a fund managed by Crown Capital Partners Inc. (CCP). The proceeds of the New Financing will be used to pay-out and retire the existing USD23.3 million vendor take-back loan acquired from CL Financial Limited, later assigned to Colonial Life Insurance Company (Trinidad) Limited, in connection with the Company's acquisition of the Primera group of companies on August 19, 2011. The New Financing provides for an interest rate of 9.25% per annum, compounded and payable monthly, a term of forty-eight (48) months with no repayment of principal until sixteen (16) months from the date of closing. The New Financing will be secured by a fixed and floating charge over the present and after acquired assets of the Company and its subsidiaries. In connection with the New Financing, the Company paid CCP a commitment fee of CAD560,000 (or 2.33% of the principal amount) and issued the lender 9.6 million non-transferable share purchase warrants to acquire one common share of the Company at an exercise price of CAD0.55, exercisable at any time for four years from the date of issuance. The warrants and common shares issuable upon exercise are subject to a hold period in accordance with applicable Canadian securities laws expiring October 30, 2012. Full Article
Touchstone Exploration Inc Completes Previously Announced $10 Million Disposition Of 33.8% Non-operated Interest In Moruga Block In South Central Trinidad
Touchstone Exploration Inc announced that t has, through its indirect wholly-owned subsidiary Primera Oil & Gas Ltd. closed the sale of its 33.8% non-operated interest in the Moruga Block in South Central Trinidad. The Company has sold this interest in the Exploration and Production License as well as related rights, assets and interests pertaining to an area located onshore in South Central Trinidad for aggregate proceeds of USD10.0 million. Full Article
Touchstone Exploration Inc Announces Commencement of Drilling Program and Coora Recompletions
Touchstone Exploration Inc., announced that on November 25, 2011 Touchstone commenced its 2011-2012 capital drilling program with the spudding of Replacement-FR 1710 on the WD-8 block in Trinidad. The drilling program will consist of approximately 23 wells being drilled, the first four of which will be vertical development wells principally targeting oil in the Cruse formation at depths up to 4000 ft. These first four wells are anticipated to be finished drilling operations by the end of January, 2012, and will be brought on production on an on-going basis as results and completion approvals are obtained. It is anticipated that all four wells drilled in this phase will be on production by the end of the first quarter of 2012. Pending approval, the second phase of the drilling program will be a pilot program of four horizontal wells being drilled on WD-8 block. These wells will target the Forest formation which has oil-bearing sands between 850 and 1200 feet. The third phase of the 2011-2012 drilling program will be drilling 17 vertical wells targeting the Cruse and Forest formations with a near-term focus of drilling on the WD-8, Coora, Fyzabad, San Francique and Sunty blocks. Touchstone has identified 111 drilling locations on the lands currently subject to operation or exploration rights held by Touchstone. Full Article
Touchstone Exploration Inc's Subsidiary Announces Disposition of 33.8% Interest In Moruga Block Area
Cygnus Oil and Gas Corporation announced that it has entered into an agreement with Parex Resources Inc. and Parex Resources (Trinidad) Ltd. to sell, though its indirect wholly-owned subsidiary Primera Oil & Gas Limited (POGL), a 33.8% non-operated interest in the Exploration and Production Licence (the Moruga Licence) awarded to POGL by the Government of Trinidad & Tobago in August, 2007 and related rights, assets and interests pertaining to an area located onshore in South Central Trinidad and designated as the "Moruga Block" for aggregate consideration of up to (US)$10.0 million. The Moruga Licence had no existing production or reserves assigned to it by the Company. The transaction is subject to certain conditions precedent such as the Trinidad & Tobago Government Ministry consents and the expiration, waiver or exercise of prescribed pre-emptive rights set out in the existing Joint Operating Agreement for the Moruga Block dated March 23, 2010 between POGL, Parex Resources (Trinidad) Ltd. and Primera Energy Resources Ltd. Full Article
Touchstone Exploration Inc Announces Filing of Final Short Form Prospectus Qualifying Distribution of Common Shares
Touchstone Exploration Inc announced that it has obtained a final receipt in connection with the filing of a (final) short form prospectus in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario (the Offering Jurisdictions) with respect to the qualification for distribution of approximately 48,518,330 common shares (the Qualified Shares) of the Company issuable pursuant to the exercise 44,107,573 previously issued subscription receipts (Subscription Receipts). Each Subscription Receipt entitled the holder thereof to receive one common share (Common Share) of the Company on the exercise or deemed exercise of such Subscription Receipt with an attached right (a Right) entitling each holder thereof to an additional 0.1 of a Common Share for each Right held by such holder, without additional consideration or further action, upon the exercise or deemed exercise of the Subscription Receipts as the final receipt was not obtained within 45 days of the Closing Date (as defined herein). No fractional Qualified Shares will be issued to holders of Subscription Receipts upon exercise of the Rights and any fractional number of Qualified Shares will be rounded up to the nearest whole number. The Subscription Receipts and Rights are deemed to be exercised into Qualified Shares on the date hereof pursuant to the terms of the Subscription Receipt Agreement (as defined herein). Full Article
Touchstone Exploration Inc's Territorial Services Limited Completion of Primera Group Acquisition
Touchstone Exploration Inc. announced completion of the acquisition (Primera Acquisition), through its indirect wholly-owned Trinidad subsidiary Territorial Services Limited, of all of the issued and outstanding shares of Primera Oil & Gas Ltd. (POGL), Primera Oilfield Management Services Ltd. (POMS) and Primera East Brighton Ltd. (PEBL) (together, the "Primera Group") from C L Financial Limited (CL Financial) pursuant to the share purchase transaction originally disclosed in the Company's news releases of May 11, 2011 and July 11, 2011. The Primera Group consists of equity interests in three privately owned Trinidad-based companies engaged in the exploration for and development and production of oil and gas reserves in Trinidad and Tobago. The total purchase price, net of liabilities assumed, is USD50,700,000. A previously paid deposit of USD5,070,000.00 was applied to partial payment of the purchase price at closing. Pursuant to a loan agreement dated August 19, 2011 between Touchstone and CL Financial, an aggregate of USD23.3 million of the purchase price was financed by way of vendor take-back notes payable in two equal consecutive yearly installments on each of the first and second anniversary of issuance and otherwise maturing on August 19, 2013. Full Article
Touchstone Exploration Inc Announces Successful Completion of Debenture Unit And Subscription Receipt Financing
Touchstone Exploration Inc announced that it has successfully concurrently closed a previously announced brokered private placement of 44,107,573 subscription receipts (Subscription Receipts) at a price of $0.56 per Subscription Receipt for aggregate gross proceeds of approximately $24.7 million (Subscription Receipt Offering); and a previously announced brokered private placement of $6,000,000 principal amount of convertible debenture units (Debenture Units) at a price of $1,000 per Debenture Unit, each Debenture Unit consisting of a $1,000 principal amount of 9.5% senior unsecured convertible debentures (Debentures) and 500 common share purchase warrants (Warrants) for aggregate gross proceeds of approximately $6.0 million (Debenture Unit Offering) with Paradigm Capital Inc. (Paradigm) and FirstEnergy Capital Corp. as lead agents together with a syndicate of agents comprised of Canaccord Genuity Corp., CIBC World Markets Inc., Fraser Mackenzie Limited and Haywood Securities Inc. The net proceeds of the Subscription Receipt Offering and the Debenture Unit Offering will be used to substantially fund the purchase price payable by Touchstone with respect to the previously announced acquisition (the "Primera Acquisition") of all of the issued and outstanding shares of Primera Oil & Gas Limited, Primera Oilfield Management Services Limited and Primera East Brighton Limited from CL Financial Ltd. and for working capital purposes. Full Article
Touchstone Exploration Inc. Prices Previously Announced Private Placement And Announces Private Placement Of Convertible Debenture Units
Touchstone Exploration Inc. announced that it has set the pricing of its previously announced private placement of subscription receipts with Paradigm Capital Inc. and FirstEnergy Capital Corp. as lead agents together with a syndicate of agents comprised of Canaccord Genuity Corp., CIBC World Markets Inc., Fraser Mackenzie Limited and Haywood Securities Inc. Touchstone has agreed to issue each subscription receipt for CAD0.56 per Subscription Receipt. Touchstone will therefore issue up to 53,572,000 Subscription Receipts for aggregate gross proceeds of up to approximately CAD30 million. In addition, the Company also announced a brokered private placement of up to CAD6,000,000 principal amount of convertible debenture units of the Company at a price of CAD1,000 per Unit, each Unit consisting of a CAD1,000 principal amount of convertible debentures and 500 common share purchase warrants. The Convertible Debentures will be direct, unsecured obligations of Touchstone, ranking pari passu with all other unsecured indebtedness of Touchstone and will bear interest at a rate of 9.5% annually (payable semi-annually). Net proceeds from the sale of the Units and Subscription Receipts will be used for Touchstone's previously announced proposed acquisition of 100% of C L Financial Ltd.'s equity interest in Primera Oil & Gas Ltd., Primera Oilfield Management Services Ltd. and Primera East Brighton Ltd. Closing of the private placement of the Units is anticipated to occur on June 10, 2011 Full Article
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