Offer for Trinity Exploration & Production

Touchstone Exploration release

CALGARY, ALBERTA (July 25, 2024) - Touchstone Exploration Inc. ("Touchstone" or the "Company") notes the announcement made yesterday by Trinity Exploration and Production Plc. ("Trinity") regarding a possible cash offer for Trinity (the "Possible Offer"), and the decision by the board of directors of Trinity (the "Trinity Board") to reschedule the Court Hearing to 23 August 2024.

Capitalised terms used but not defined in this announcement have the meanings given to them in the shareholder circular relating to the Scheme published by Trinity on 24 May 2024.

The board of directors of Touchstone (the "Touchstone Board") notes that the Possible Offer is a "conditional, non-binding, indicative proposal" and is subject to the completion of "satisfactory confirmatory due diligence". The Touchstone Board also expects that any firm offer announced by Lease Operators Limited would also necessarily be subject to certain regulatory approvals in the Republic of Trinidad and Tobago, in the same way as the Scheme. 

Touchstone notes the following: 

1.	Conditions 2.1 and 2.2 to the Scheme (relating to the approval of Trinity Shareholders at the General Meeting and Court Meeting on 24 June 2024) and, as stated in Trinity's announcement, all Regulatory and Antitrust Conditions, as set out in Part A of Part Three of the Scheme Document, have been satisfied.
2.	But for the action taken by the Trinity Board, and subject to the Court's sanction of the Scheme at the Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies, the Scheme would have become Effective as anticipated on 1 August 2024.
3.	As highlighted by the Trinity Board, Touchstone will have the ability to invoke Condition 2.3 (ii) of Part A of Part Three of the Scheme Document on the day prior to the Rescheduled Court Hearing if it so chooses.

A further announcement will be made by Touchstone in due course.