| To: LoneClone who wrote (24707) | 8/20/2024 1:47:11 PM | | From: LoneClone | | | | UK's i3 Energy surges on $226 million takeover offer from Canada's Gran Tierra Energy
ca.finance.yahoo.com
Reuters
Tue, August 20, 2024 at 1:22 a.m. PDT·1 min read
GTE
-9.59%
ITEEF
0.00%
(Reuters) - Shares of i3 Energy jumped as much as 33.7% on Tuesday morning after Canada's Gran Tierra Energy offered to buy the British oil and gas producer in a deal valued at 174.1 million pounds ($226.23 million).
The deal has an implied valued of 13.92 pence per i3 Energy share, which represents a premium of 49% to the London-listed company's Aug. 16 closing price.
"This looks to be at a hefty premium to the prevailing I3E price...deal makes sense for GTE as it diversifies the portfolio outside South America and gives it a hefty boost to reserves and production," said Panmure Liberum analyst Ashley Kelty.
i3 Energy shares were up 26.27% at 12.16p at 0804 GMT.
With the deal, Gran Tierra Energy aims to create an independent energy company of scale in the Americas, with increased production, reserves, cash flows, and development options across Canada, Colombia, and Ecuador.
The combined entity would have about 1.4 million net acres in Colombia, 138 thousand net acres in Ecuador and 584 thousand net acres in Canada.
Once the deal is completed, i3 Energy shareholders are expected to own up to 16.5% of the combined company and its shares will be cancelled from trading on the AIM market of the London Stock Exchange and delisted from the Toronto Stock Exchange.
The offer also contains a "mix and match" facility that will allow i3 Energy shareholders vary the proportions in which they receive cash and new Gran Tierra shares.
($1 = 0.7696 pounds) |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| To: LoneClone who wrote (24707) | 8/20/2024 1:53:00 PM | | From: LoneClone | | | | The GTE deal certainly came out of the blue. I didn't pick up even a whisper on the jungle drums.
I still have to do more research to form an opinion, but so far the market has I3 up and Gran Tierra down.
And I must say, kudos to anyone who reads the full NR announcing the deal. It has to be the longest NR I have ever posted for a mining or energy companu.
LC |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| To: pstad60 who wrote (24703) | 8/21/2024 9:51:03 AM | | From: pstad60 | | | | Offer for Trinity Exploration & Production Plc Waiver of Condition and Offer Declared Final
Wednesday, 21 August 2024 02:00 AM
ALL SHARE OFFER for Trinity Exploration & Production Plc ("Trinity") by Touchstone Exploration Inc. ("Touchstone")
Waiver of Condition and Offer Declared Final
CALGARY, AB / ACCESSWIRE / August 21, 2024 / The board of directors of Touchstone (the "Touchstone Board") announces that, further to Touchstone's announcement on 5 August 2024:
- the Touchstone Board has waived Condition 2.3 (ii) of Part A of Part Three of the Touchstone Scheme Document (as defined below); and
- the terms of Touchstone's offer for Trinity announced under Rule 2.7 of the Code on 1 May 2024 (the "Touchstone Offer") are final, and the Touchstone Offer will not be increased.
The Touchstone Board notes that the Irrevocable Undertakings provided to Touchstone by Trinity Shareholders 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) continue to remain binding.
When taken together with a letter of intent provided by a Trinity Shareholder, the total number of Trinity Shares subject to Irrevocable Undertakings and the letter of intent are 16,023,344 Trinity Shares, representing approximately 41.29 per cent. of the ordinary share capital of Trinity in issue on 20 August 2024 (being the latest practicable date prior to this announcement and excluding any Trinity Shares held in treasury).
Touchstone notes that the terms of the Irrevocable Undertakings oblige those Trinity Shareholders and Trinity Directors who gave Irrevocable Undertakings to vote against the recommended offer by Lease Operators Limited 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"). As long as the Irrevocable Undertakings remain binding, the statutory majorities required for shareholder approval of the Lease Operators Scheme would not be capable of being met and the Lease Operators Scheme would not, therefore, be capable of becoming effective.
The terms of the Irrevocable Undertakings (including the circumstances in which they would cease to be binding) 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: pr.report.
Touchstone continues to recommend that Trinity Shareholders to take no action in response to the Lease Operators Offer. A further announcement will be made by Touchstone in connection with the Touchstone Offer in due course, as and when appropriate.
Paul Baay, President and Chief Executive Officer of Touchstone, commented:
"We continue to believe that the Touchstone Offer represents an attractive opportunity to materially enhance value for both Trinity's and Touchstone's shareholders, and we have therefore decided not to allow the Touchstone Offer to lapse at this juncture. The Touchstone Board maintains strong strategic and financial discipline with all corporate activity and continues to believe that the Touchstone Offer represents very attractive value to Trinity Shareholders; therefore, notwithstanding the Lease Operators Offer, Touchstone does not intend to increase its previously communicated offer.
Separately, within the constraints of the offer process, we will continue to keep our shareholders regularly updated on operational and strategic developments as we progress towards initial production from our Cascadura-2ST1 and Cascadura-3ST1 wells, and drill two additional development wells at our Cascadura B site in the fourth quarter of 2024, as previously announced on 13 August 2024."
Capitalised terms used but not defined in this announcement have the meanings given to them in the Touchstone Scheme Document.
Enquiries:
Touchstone Exploration Inc.
Paul Baay, President and Chief Executive Officer Tel: +1 (403) 750-4487
Scott Budau, Chief Financial Officer
Brian Hollingshead, Vice President Engineering and Business Development
Shore Capital (Lead Financial Adviser, Nominated Advisor and Joint Broker)
Daniel Bush / Toby Gibbs / Tom Knibbs Tel: +44 (0) 207 408 4090
Canaccord Genuity (Co-Financial Adviser and Joint Broker)
Adam James / Charlie Hammond Tel: +44 (0) 207 523 8000
Important notices
Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital") which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively as lead financial adviser and joint corporate broker for Touchstone and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients of Shore Capital, or for providing advice in relation to the Acquisition or any other matter referred to herein. Neither Shore Capital & Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the UK by the FCA, is acting as co-financial adviser and joint corporate broker to Touchstone and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to contents of this announcement or any other matters referred to in this announcement. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.
This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales. Nothing in this announcement should be relied on for any other purpose. Touchstone urges Trinity Shareholders to read the Touchstone Scheme Document because it contains important information relating to the Acquisition. This announcement does not constitute a prospectus or prospectus exempted document.
Overseas Shareholders
The availability of the Acquisition to Trinity Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Any person outside the United Kingdom or who are subject to the laws and/regulations of another jurisdiction should inform themselves of, and should observe, any applicable legal and/or regulatory requirements.
The release, publication or distribution of this announcement in or into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Touchstone or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Touchstone Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any purported vote in respect of the Acquisition.
Publication on Website
In accordance with Rule 26.1 of the Code a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the investor relations section of Touchstone's website at pr.report by no later than 12.00 noon (London time) on the business day immediately following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Annex - Irrevocable Undertakings summary extracted from the Touchstone Scheme Document
The Touchstone Scheme Document contained the following summary of the Irrevocable Undertakings:
Trinity Director irrevocable undertakings in respect of Trinity Shares
The following holders or controllers of Trinity Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting and, if Touchstone exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure acceptance of such offer:
Name of Trinity Director
| Number of Trinity Shares in respect of which undertaking is given
| Percentage of Trinity issued share capital (excluding Trinity Shares held in treasury) as at 30 April 2024
| Jeremy Bridglalsingh
| 319,463
| 0.8%
| James Menzies
| 115,000
| 0.3%
| Nicholas Clayton
| 30,000
| 0.1%
| TOTAL
| 464,463
| 1.2%
|
These irrevocable undertakings also extend to any shares acquired by the Trinity Directors as a result of the vesting of awards or the exercise of options under the Trinity Share Plan. The obligations of the Trinity Directors under the irrevocable undertakings shall lapse and cease to have effect on and from the following occurrences:
- the Panel consents to Touchstone not proceeding with the Acquisition;
- the Acquisition lapses or is withdrawn or does not become effective by the Long-stop Date, provided that this shall not apply where the Acquisition is withdrawn as a result of Touchstone exercising its right to implement the Acquisition by way of a Takeover Offer rather than by way of Scheme and such Takeover Offer has not lapsed or been withdrawn); or
- any competing offer for the entire issued and to be issued share capital of Trinity is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.
The irrevocable undertakings therefore remain binding in the event an alternate or higher competing possible offer or offer is made for Trinity.
Additional Shareholder irrevocable undertakings in respect of Trinity Shares
The following persons have given irrevocable undertakings which include undertakings to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution relating to the Acquisition at the General Meeting, or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer, in respect of the following Trinity Shares:
Name of Trinity Shareholder giving undertaking
Number of Trinity Shares in respect of which undertaking is given
Percentage of Trinity issued share capital (excluding Trinity Shares held in treasury as at 30 April 2024
|
Angus Winther
| 3,113,299
| 8.0%
| Gavin White
| 2,914,748
| 7.5%
| CS Living Trust
| 1,985,414
| 5.1%
| David A. Segel Trust
| 1,985,414
| 5.1%
| Jan-Dirk Lueders
| 1,498,855
| 3.9%
| Bruce Dingwall Trust
| 1,464,374
| 3.8%
| Scott Casto
| 1,463,374
| 3.8%
| CMT Investments LLC*
| 111,460
| 0.3%
| Segel Children's Trust
| 81,943
| 0.2%
| TOTAL
| 14,618,881
| 37.7%
|
*Held jointly by Jan-Dirk Lueders and Scott Casto through CMT Investments LLC
The irrevocable undertakings shall lapse and cease to have effect if:
- the Panel consents to Touchstone not proceeding with the Acquisition;
- the Acquisition lapses or is withdrawn or does not become effective by the Long-stop Date, provided that this shall not apply where the Acquisition is withdrawn as a result of Touchstone exercising its right to implement the Acquisition by way of a Takeover Offer rather than by way of Scheme and such Takeover Offer has not lapsed or been withdrawn); or
- any person other than Touchstone (or any person acting in concert with Touchstone) announces eithera competing offer for the entire issued and to be issued share capital of Trinity which is wholly in cash in an amount which is equal to or more than the value of the Acquisition; or
- a competing offer for the entire issued and to be issued share capital of Trinity, if not wholly in cash, on terms which represents (in the reasonable opinion of Shore Capital) an improvement of 20 per cent. or more on the value of the Acquisition, in each case prior to the date of the Court Meeting and the General Meeting; or
- any competing offer for the entire issued and to be issued share capital of Trinity is declared unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.
SOURCE: Touchstone Exploration, Inc.
Source :
accesswire.com |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: pstad60 who wrote (24710) | 8/23/2024 10:51:08 AM | | From: pstad60 | | | | Re: Touchstone Exploration acquisition of Trinity Exploration
Trinity Exploration announcement regarding all cash counter offer from Lease Operators
.
.
RECOMMENDED CASH ACQUISITION
of
Trinity Exploration & Production Plc ("Trinity")
by
Lease Operators Limited ("Lease Operators")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
23 August 2024
Extension to timetable for publication of scheme document
On 2 August 2024, the boards of directors of Trinity and Lease Operators announced in accordance with Rule 2.7 of the Takeover Code (the "Rule 2.7 Announcement") that they had reached agreement on the terms of a recommended cash acquisition for the entire issued, and to be issued, share capital of Trinity by Lease Operators at a price of 68.05 pence per Trinity Share (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The Rule 2.7 Announcement noted that a shareholder circular containing full details of the Acquisition and the Scheme, along with notices of the Court Meeting and General Meeting (the "Scheme Document"), together with the associated forms of proxy, was expected to be published and sent to Trinity Shareholders in August 2024 in accordance with the Takeover Code.
The Trinity Directors today announce that they have sought and received the consent of the Panel to delay the publication of the Scheme Document to allow for coordination with the expected receipt of remaining regulatory approval relating to the Acquisition and agreement of a Court approved timetable for the Scheme.
Trinity Shareholders will be advised of the revised timetable for the publication of the Scheme Document as soon as practicable by the issuance of an announcement by Trinity through a Regulatory Information Service.
This announcement has been made with the consent of Lease Operators.
Defined terms used but not defined in this announcement shall have the meaning given to them in the Rule 2.7 Announcement.
Trinity
|
| Jeremy Bridglalsingh, Chief Executive Officer
Julian Kennedy, Chief Financial Officer
Nick Clayton, Non- Executive Chairman
| Via Vigo Consulting
| Houlihan Lokey UK Limited (Financial Adviser to Trinity)
|
| Tom Hughes
Tim Richardson
| +44 (0)20 7839 3355
| SPARK Advisory Partners Limited (Nominated Adviser to Trinity)
|
| Mark Brady
James Keeshan
| +44 (0)20 3368 3550
| Vigo Consulting Limited (PR Adviser to Trinity)
|
| Finlay Thompson
Patrick D'Ancona
| +44 (0)20 7390 0230
| Lease Operators
| +1 (868) 6773056
| Charles Anthony Brash Jr.
|
| Zeus (Financial Adviser to Lease Operators)
| +44 (0)20 3829 5000
| James Joyce
Antonio Bossi
James Bavister
Isaac Hooper
|
|
In connection with the Acquisition, Pinsent Masons LLP is acting as legal adviser to Trinity and The Legal Consultancy is acting as legal adviser to Trinity on Trinidad and Tobago law. RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Lease Operators on English law and Hobsons is acting as legal adviser to Lease Operators on Trinidad and Tobago law
Remainder of news release here :
londonstockexchange.com |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: pstad60 who wrote (24711) | 8/28/2024 1:44:09 PM | | From: pstad60 | | | | Re: Touchstone Exploration Acquisition Offer of Trinity Exploration
RULE 2.10(C) DISCLOSURE
TOUCHSTONE EXPLORATION INC
Released 14:29:28 28 August 2024
RNS Number : 0352C
Touchstone Exploration Inc.
28 August 2024
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
28 August 2024
ALL SHARE OFFER
for
Trinity Exploration & Production Plc ("Trinity")
by
Touchstone Exploration Inc. ("Touchstone")
Rule 2.10(c) disclosure
CALGARY, ALBERTA - In Touchstone's announcement on 5 August 2024, it noted that it had received a letter of intent from Mr. Andrew Byles in respect of an aggregate number of 1,000,000 Trinity Shares, representing approximately 2.58 per cent. of Trinity's issued share capital, confirming, inter alia, his support for the offer announced by Touchstone for Trinity (the "Touchstone Offer") on 1 May 2024 (the "Letter of Intent"). On 21 August 2024, Touchstone announced that Mr. Byles had sold 60,000 Trinity Shares. On 23 August 2024, Touchstone announced that Mr. Byles had sold a further 85,000 Trinity Shares.
Touchstone has been informed by Mr. Byles that he has sold a further 210,000 Trinity Shares. As a result, the total number of Trinity Shares which are subject to the Letter of Intent is now 645,000 Trinity Shares, representing 1.66 per cent. of the issued share capital of Trinity (excluding any Trinity Shares held in treasury) as at the close of business on 27 August 2024 (being the last practicable date prior to this announcement).
When taken together with the Irrevocable Undertakings provided by Trinity Shareholders, the total number of Trinity Shares subject to Irrevocable Undertakings and the Letter of Intent is 15,728,344 Trinity Shares, representing approximately 40.53 per cent. of the ordinary share capital of Trinity in issue on 27 August 2024 (being the latest practicable date prior to this announcement and excluding any Trinity Shares held in treasury).
Capitalised terms used but not defined in this announcement have the meanings given to them in the shareholder circular relating to the Touchstone Offer which was published by Trinity on 24 May 2024.
Enquiries:
Touchstone Exploration Inc.
Paul Baay, President and Chief Executive Officer Tel: +1 (403) 750-4487
Scott Budau, Chief Financial Officer
Brian Hollingshead, Vice President Engineering and Business Development
Shore Capital (Lead Financial Adviser, Nominated Advisor and Joint Broker)
Daniel Bush / Toby Gibbs / Tom Knibbs Tel: +44 (0) 207 408 4090
Canaccord Genuity (Co-Financial Adviser and Joint Broker)
Adam James / Charlie Hammond Tel: +44 (0) 207 523 8000
Source :
londonstockexchange.com
GLTA ! |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| From: LoneClone | 9/4/2024 2:55:18 PM | | | | | | QIMC Announces Landmark Discovery of Hydrogen Soil Samples over 1000ppm on Recently Completed 9.7km North-South Line, Outlining Highly Charged 70km2 Hydrogen Area
newsfilecorp.com
September 04, 2024 8:14 AM EDT | Source: Quebec Innovative Materials Corp.
Quebec City, Quebec--(Newsfile Corp. - September 4, 2024) - Quebec Innovative Materials Corp. (CSE: QIMC) (FSE: 7FJ) ("QI Materials", "QIMC" or the "Company"), is proud to announce a landmark discovery made in collaboration with our Quebec partner, the Institut National de la Recherche Scientifique (INRS). The findings from the recently completed 9.7km north-south line 7 have uncovered hydrogen soil samples with concentrations exceeding 1000 parts per million (ppm). Significantly, we observed 8 readings exceeding 600 ppm, with 2 of those surpassing 1000 ppm. Additionally, the average measured 531.9 ppm over a 450 ms interval between the readings above 1000 ppm (Fig. 1). Professor Marc Richer-Laflèche, Scientific Head of Applied Geoscience Laboratory comments, "These highly anomalous values can be considered first-class given the absolute values that, locally, exceed the instrumental detection limit of 1000 ppm. The results from Line 7 validate the geological hydrogen model interpretations we outlined in previous announcements."
The data distribution is illustrated in Figure 2, which maps the anomalies against a backdrop of satellite imagery.
Figure 1. Section showing the variability of H2 concentrations measured in the soils of line 7 at St-Bruno-de-Guigues. Data are given as a function of distance in meters
To view an enhanced version of this graphic, please visit:
images.newsfilecorp.com
Figure 2: Map of the distribution of hydrogen anomalies in the soils of the St-Bruno-de-Guigues area. Data projected onto satellite image background.
To view an enhanced version of this graphic, please visit:
images.newsfilecorp.com
Exceptional natural hydrogen levels
"We are thrilled to announce this transformative discovery outlining a highly charged 70km2 hydrogen area within our 250km2 Ville Marie property," said John Karagiannidis, CEO of QIMC. "The hydrogen concentrations identified by INRS mark a significant advancement in our pursuit of clean, renewable energy solutions. This breakthrough highlights our leadership in the hydrogen sector and strengthens our commitment to advancing sustainable technologies that support Quebec's clean emission goals. We eagerly anticipate the next steps in developing and commercializing this remarkable hydrogen resource."
Strategic Impact
To delineate the area of high hydrogen values observed along line 1 of the July 2024 soil gas survey, the INRS field crew extended line 1 westward during the first week of August 2024. This extension begins at the boundary between forest and agricultural land and ends near the chemin des secondes et troisième rangs of St-Bruno-de-Guigues (line 7). "As initially predicted in our hydrogen model, the intensity of the soil hydrogen anomalies gradually decreased towards the west (Figure 3)", notes Professor Marc Richer-Lafleche. "This decrease in concentration emphasizes a westward closure of the hydrogen anomaly domain. This spatial variability may reflect, among other things, the presence of contrasting geological units (arkosic sandstones, Cobalt Group conglomerates, Ordovician dolomitic limestones) and also the probable presence of the Rivière-Blanche fault, which may be present in the St-Bruno-de-Guigues area beneath the thick glacial-lacustrine sediments", states Professor Marc Richer-Lafleche.
Fig. 3: Location map of the soil gas survey for Line 7 (North-South) and East-West Lines 1, 2, 3, 4 and 5.
To view an enhanced version of this graphic, please visit:
images.newsfilecorp.com
"We believe that this fault is partly responsible for the emplacement of hydrogen in the St-Bruno-de-Guigues area," said John Karagiannidis, CEO of QIMC. The location of this fault is a priority for QIMC and INRS and will be the subject of a high spatial resolution audiomagnetotelluric survey to be carried out in the fall of 2024.
"In the area of the sampling stations containing the hydrogen anomalies, there is no evidence in the field (or in the MRNF databases) of the presence of wells (former mining or oil wells), which could explain, among other things, the presence of H2 anomalies from anthropogenic sources. What's more, unlike the false H2 anomalies regularly reported in the scientific literature, the H2 anomalous zones at St-Bruno-de-Guigues extend for more than one kilometer (along north-south or east-west axes), which cannot be explained by anthropogenic sources.
It is also unlikely that the gas anomalies are the result of subsurface biogenic processes, as the glaciolacustrine sediments hosting the H2 anomalies and also the H2-depleted zones (background) are very similar from one sampling site to another. These Quaternary sediments are essentially dominated by a mineral matrix with little potential to generate significant amounts of hydrogen through fermentation reactions with organic matter. In contrast to the study by Etiope et al. (2024), which was carried out on soils from the Pusteria Valley region (northern Italy), the H2 concentrations observed in soils from the Lake Témiscamingue graben are not associated with very high CH4 and CO2 concentrations. Therefore, it is likely that the source of hydrogen in St-Bruno-de-Guigues soils is geological rather than biogenic," details Professor Marc Richer-Lafleche.
Next Steps:
Soil sampling is scheduled in the fall of 2024 to further analyze the granulometric and elemental characteristics of glaciolacustrine sediments in the St-Bruno-de-Guigues area.
Gravimetry and audiomagnetotellurism (AMT) geophysics are also planned for the fall of 2024 to assess variations in the thickness of local sedimentary rock deposits (gravity troughs) over the Archean basement. These data will allow us to locate the areas most likely to contain reservoir rocks. AMT data will allow us to locate graben-related faults in the St-Bruno-de-Guigue area that are covered by Quaternary sediments.
"The high levels of hydrogen discovered by INRS underscore our commitment to leading the transition to sustainable, clean energy solutions," said John Karagiannidis. "We are excited about the upcoming phases of commercial development and the opportunity to advance our renewable energy initiatives."
REF: Etiope, G., Ciotoli, G., , Bena, E., Mazzoli, C., Rockmann, T., Sivan, M., Squartini, A., Laemmel, A., Szidat, S., Haghipour, N. and Sassi, R., 2024. Surprising concentrations of hydrogen and non-geological methane and carbon dioxide in the soil . Science of the Total Environment, 948.
About the INRS and Pr. Marc Richer-LaFlèche, P.Geo.
The Institut National de la Recherche Scientifique ("INRS") is a high-level research and training institute. Pr. Richer-LaFlèche's team has exceptional geological, geochemical and geophysical experience specifically in the regions of QIMC's newly acquired claims. They have carried out over six years of geophysical and geochemical work and collected thousands of C1-C4 Soil-Gas analyses.
M. Richer-LaFlèche also holds an FRQNT grant, in partnership with Quebec MRN and the mining industry, to develop and optimize a Soil-Gas method for the direct detection of mineralized bodies and faults under Quaternary cover. In addition to sulphide gases, hydrogen was systematically analyzed in the numerous surveys carried out in 2023 in Abitibi, Témiscamingue and also in the Quebec Appachian. M. Richer-LaFlèche is the Qualified Person responsible for the technical information contained in this news release and has read the information contained herein.
In addition, the INRS team has several portable gas spectrometers and the sampling equipment and logistics necessary for taking gas samples and geophysical measurements on the ground or in the aquatic environment. He is a professional geologist registered with the Ordre des géologues du Québec and is the Qualified Person responsible for the technical information contained in this news release and has read the information contained herein and approves the press release.
For more information about Quebec Innovative Materials Corp. and its products, please visit www.qimaterials.com.
About Québec Innovative Materials Corp.
Québec Innovative Materials Corp. is a mineral exploration, and development company dedicated to exploring and harnessing the potential of Canada's abundant resources. With properties in Ontario and Québec, QIMC is focused on specializing in the exploration of white (natural) hydrogen and high-grade silica deposits, QIMC is committed to sustainable practices and innovation. With a focus on environmental stewardship and cutting-edge extraction technology, we aim to unlock the full potential of these materials to drive forward clean energy solutions to power the AI and carbon-neutral economy and contribute to a more sustainable future.
QUÉBEC INNOVATIVE MATERIALS CORP.
John Karagiannidis
Chief Executive Officer
Tel: +1 438-401-8271
For further information, please contact:
Email: info@qimaterials.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the CSE policies) accepts responsibility for the adequacy or accuracy of this news release and has neither approved nor disapproved the contents of this news release.
Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Québec Innovative Materials' actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. 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 that events or conditions "will," "would," "may," "could" or "should" occur.
Although Québec Innovative Materials believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of Québec Innovative Materials Corp. to implement its business strategies; competition; and other assumptions, risks and uncertainties.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
 SOURCE: Quebec Innovative Materials Corp. |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| From: LoneClone | 9/12/2024 2:13:34 PM | | | | | | QIMC Announces Successful Exercise of Warrants and Strategic Advances in Fully Funded Hydrogen Exploration Program
newsfilecorp.com
September 11, 2024 8:30 AM EDT | Source: Quebec Innovative Materials Corp.
Lachute, Quebec--(Newsfile Corp. - September 11, 2024) - Quebec Innovative Materials Corp. (CSE: QIMC) (FSE: 7FJ) ("QI Materials", "QIMC" or the "Company")- QIMC is pleased to announce the successful exercise of 9.915 million warrants, marking another significant advancement in our hydrogen initiatives. "This achievement underscores our shareholders' strong confidence in our mission and strategy," said John Karagiannidis, president of QIMC. "We extend our gratitude to our shareholders for their continued support and commitment which has allowed us to become a North American, centrally located, leader in natural hydrogen exploration. We also proud to have been included in the NHV Nat H2 Index, the first Natural Hydrogen Index."
The proceeds from the warrant exercises will add to the next phase of our Institut National de la Recherche Scientifique (INRS) fully funded Ville Marie natural hydrogen exploration program, for which we are excited to also announce that, our strategic partner, INRS will, next week, commence a series of advanced gravimetry and audiomagnetotellurism (AMT) geophysical surveys.
The gravimetry surveys will focus on assessing variations in the thickness of local sedimentary rock deposits, known as gravity troughs, over the Archean basement. This critical data will help us identify areas most likely to contain valuable reservoir rocks. Concurrently, the AMT surveys will be instrumental in locating graben-related faults in the St-Bruno-de-Guigues area.
We are also excited to announce the launch of our INRS hydrogen exploration program in Lac St. Jean, set to begin in November. This initiative is a significant step forward in our strategy to expand our hydrogen exploration and production capabilities supporting our goal of becoming a leader in the hydrogen economy.
Lac St. Jean
"In addition to taking into account the geological characteristics that are critical for the identification of exploration zones, QIMC prioritizes sectors that are economically favorable for the establishment of hydrogen plants," said John Karagiannidis, president of QIMC. "For example, the strategic interest of the Saguenay-Lac-St-Jean region is based on the presence of a deep-water port infrastructure at La Baie (Alma) (Figure 1). This would make it possible to export hydrogen (solid or gaseous) to European, Asian or American markets bordering the Atlantic Ocean."
Figure 1: Simplified geographic map centered on the Saguenay Graben. Source: api.newsfilecorp.com
To view an enhanced version of this graphic, please visit:
images.newsfilecorp.com
"The Lac St-Jean hydrogen exploration project is a logical continuation of QIMC's activities in Quebec," said Prof Richer-Laflèche, head of INRS' Applied Geoscience Laboratory. "Based on the compilation of geoscientific data and the comparison of the geological context with the Témiscamingue area," states Prof. Richer-LaFlèche, "the Saguenay-Lac-St-Jean area could be a second graben environment on Precambrian basement, highly favorable for the presence of white (natural) hydrogen."
"Geologically, the project fits into the model of continental grabens and rifts developed on Precambrian basement with the essential characteristic of being covered by Paleozoic sedimentary rocks," continues Prof Richer-Lafleche. "The NW-SE trending Saguenay Graben cuts the Precambrian rocks of the Grenville tectonic province over an area of more than 300 km by 50 km between the NW part of Saguenay-Lac-St-Jean (Albanel sector) and Tadoussac. The graben is associated with a large regional topographic low, clearly visible on lidar or satellite imagery, and locally associated with the Saguenay Fjord (Fig. 2)."
Figure 2: Topographic satellite images of the Saquenay-Lac-St-Jean region and the Saquenay Fjord showing the Saquenay Graben. Source: api.newsfilecorp.com
To view an enhanced version of this graphic, please visit:
images.newsfilecorp.com
"The tectonic zone of the graben appears to have been active since more than 546 Ma, as evidenced by the emplacement of alkaline magmatism represented regionally by numerous carbonatites (e.g. St-Honoré carbonatite, Niobec Mine), but also by lamprophyres and kimberlites (Gittins et al., 1975)" notes Prof Richer-Lafleche. "The graben's normal faults were subsequently reactivated between 200 and 250 Ma during the Triassic and Early Jurassic (Tremblay et al., 2013). The graben still exhibits neotectonic activity, as evidenced by the magnitude of the earthquake that struck the Saguenay-Lac St-Jean region in 1988." "In addition," states Professor Richer-Lafleche, "in the western and southwestern parts of Lac St-Jean, normal graben faults cut large volumes of potassic granitic and syenitic rocks, as well as mafic intrusive rocks associated with the Lac St-Jean anorthositic complex. Potassic rocks, which are also rich in actinides, are potential sources for the production of hydrogen by radiolytic processes."
"The extensive geological environment of the region is ideal for hydrogen and helium exploration," said John Karagiannidis, president of QIMC. "Our upcoming natural hydrogen exploration program in Lac St. Jean aligns perfectly with our mission at QIMC to support Quebec's ambitious clean energy and emissions reduction goals. By advancing this program, we are not only furthering our commitment to innovative and sustainable energy solutions but also contributing to the province's efforts to achieve a greener and more sustainable future. We look forward, as we did in Ville Marie, to the positive impact our clean hydrogen initiatives will have on the local Lac St. Jean economy."
The schematic section in Figure 3 provides an overview of the geology and topography of the Saguenay Graben.
Figure 3: Simplified geological section of the Saguenay Graben between the Parc des Laurentides and the Monts Valins. Source: api.newsfilecorp.com
To view an enhanced version of this graphic, please visit:
images.newsfilecorp.com
References:
Gittins,J., Hewins, R.H., and*,Laurin, A.F., 1975. Kimberlitic-carbonatitic dikes of the Saguenay River valley, Quebec, Canada.Physics and Chemistry of the Earth.Volume 9, pages 137-148.
Tremblay, A., Roden-Tice, M., Brandt, J.A., Megan, T.W., 2013. Mesozoic fault reactivation along the St. Lawrence Rift system, eastern Canada: Thermochronologic evidence from apatite fission-track dating. Bulletin of the Geological Society of America 125(5-6):794-810.
About the INRS and Pr. Marc Richer-LaFlèche, P.Geo.
The Institut National de la Recherche Scientifique ("INRS") is a high-level research and training institute. Pr. Richer-LaFlèche's team has exceptional geological, geochemical and geophysical experience specifically in the regions of QIMC's newly acquired claims. They have carried out over six years of geophysical and geochemical work and collected thousands of C1-C4 Soil-Gas analyses.
M. Richer-LaFlèche also holds an FRQNT grant, in partnership with Quebec MRN and the mining industry, to develop and optimize a Soil-Gas method for the direct detection of mineralized bodies and faults under Quaternary cover. In addition to sulphide gases, hydrogen was systematically analyzed in the numerous surveys carried out in 2023 in Abitibi, Témiscamingue and also in the Quebec Appachian. M. Richer-LaFlèche is the Qualified Person responsible for the technical information contained in this news release and has read the information contained herein.
In addition, the INRS team has several portable gas spectrometers and the sampling equipment and logistics necessary for taking gas samples and geophysical measurements on the ground or in the aquatic environment. He is a professional geologist registered with the Ordre des géologues du Québec and is the Qualified Person responsible for the technical information contained in this news release and has read the information contained herein and approves the press release.
Engagement of IR Firm
QIMC announces that it has engaged German Mining Networks GmbH ("GMN"), an investor relations firm, located at Hauptstr. 82 98593 Floh-Seligenthal, Germany ,Tel.: +49 176 990 960 54, Email: krahp@german-mining.com to provide investor relations services (the "Services") to the Company, subject to review by the Canadian Securities Exchange ("CSE"). Peter Krah is the managing director of GMN and will be responsible for all of the Services to be performed for the Company.
GMN will provide the creation of high-quality videos on QIMC via YouTube and the distribution of news via 400 press agencies.
GMN will provide the Services to the Company for a three month period beginning September 11, 2024 ending November 11, 2024. GMN will receive CDN$28,500.00 in connection with the Services.
Neither GMN, nor Peter Krah currently have a direct or indirect interest in the securities of the Company, or any right or intent to acquire such an interest. GMN and Peter Krah are arm's length to the Company.
For more information about Quebec Innovative Materials Corp. and its products, please visit www.qimaterials.com.
About Québec Innovative Materials Corp.
Québec Innovative Materials Corp. is a mineral exploration, and development company dedicated to exploring and harnessing the potential of Canada's abundant resources. With properties in Ontario and Québec, QIMC is focused on specializing in the exploration of white (natural) hydrogen and high-grade silica deposits, QIMC is committed to sustainable practices and innovation. With a focus on environmental stewardship and cutting-edge extraction technology, we aim to unlock the full potential of these materials to drive forward clean energy solutions to power the AI and carbon-neutral economy and contribute to a more sustainable future.
QUÉBEC INNOVATIVE MATERIALS CORP.
John Karagiannidis
Chief Executive Officer
Tel: +1 438-401-8271
For further information, please contact:
Email: info@qimaterials.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the CSE policies) accepts responsibility for the adequacy or accuracy of this news release and has neither approved nor disapproved the contents of this news release.
Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Québec Innovative Materials' actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. 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 that events or conditions "will," "would," "may," "could" or "should" occur.
Although Québec Innovative Materials believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of Québec Innovative Materials Corp. to implement its business strategies; competition; and other assumptions, risks and uncertainties.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
 SOURCE: Quebec Innovative Materials Corp. |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| To: pstad60 who wrote (24712) | 9/18/2024 9:15:49 AM | | From: pstad60 | | | | Re: Touchstone Exploration bid for Trinity Exploration
Trinity Exploration - Notice of Intention to Withdraw Touchstone Scheme
18th September 2024, 02:00
RNS Number : 5960E
Trinity Exploration & Production
18 September 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
RECOMMENDED CASH ACQUISITION
of
Trinity Exploration & Production Plc ("Trinity")
by
Lease Operators Limited ("Lease Operators")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
18 September 2024
Notice of intention to withdraw the Touchstone Scheme
On 2 August 2024, the boards of directors of Trinity and Lease Operators announced, in accordance with Rule 2.7 of the Takeover Code, (the "Rule 2.7 Announcement") that they had reached agreement on the terms of a recommended cash acquisition for the entire issued, and to be issued, share capital of Trinity by Lease Operators at a price of 68.05 pence per Trinity Share (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Defined terms used but not defined in this announcement shall have the meaning given to them in the Rule 2.7 Announcement.
On 11 September, Trinity and Lease Operators announced that the Trinidad and Tobago Fair Trading Commission had granted permission for the Acquisition to proceed without conditions, and as a result, all Regulatory Conditions as set out in Part 1 of Appendix 1 to the Rule 2.7 Announcement have been satisfied.
The Acquisition remains subject to certain other Conditions, including the approval of Trinity Shareholders at the Court Meeting and General Meeting, the Court's sanction of the Scheme at the Court Hearing, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition.
Intention to withdraw the Touchstone Scheme
On 21 August 2024 Touchstone announced, inter alia, that the terms of the Touchstone Offer of 1.5 new Touchstone Shares for each Trinity Share are final and that the Touchstone Offer will not be increased.
Based on the closing price of a Touchstone Share on 17 September 2024 of 34.0 pence, the implied value of the Touchstone Offer is 51.0 pence per Trinity Share. On this basis, the Acquisition at 68.05 pence in cash per Trinity Share represents a material premium of 33.4 per cent. over the Touchstone Offer.
The Trinity Directors remain of the opinion that the Acquisition represents a superior outcome for Trinity Shareholders and, now that the Regulatory Conditions of the Acquisition have been satisfied, are seeking the permission of the Court to formally withdraw the scheme of arrangement relating to the Touchstone Offer (the "Withdrawal").
In this regard, a Court hearing has been scheduled for 25 September 2024 (the "Withdrawal Hearing") and all relevant documents for the Withdrawal have been filed with the Court. On the assumption that the Court grants its permission at the Withdrawal Hearing, the Withdrawal will take effect immediately following the Withdrawal Hearing. The Withdrawal Hearing will take place at 7 Rolls Building, Fetter Lane, London EC4A 1NL.
The time of the Withdrawal Hearing, the number of the Court and the name of the Judge will be available on the Business and Property Court Rolls Building Cause List by 4.30 pm on the Business Day prior to the Withdrawal Hearing. Trinity will notify shareholders of the relevant Court details by way of an announcement through a Regulatory Information Service as soon as they become available. The Business and Property Court Rolls Building Cause List can be accessed via the following link: gov.uk
Next Steps with respect to the Acquisition
Following the Withdrawal, the Trinity Directors will seek the permission of the Court to convene the Court Meeting and the General Meeting in connection with the Acquisition and to proceed with the publication of the shareholder circular containing full details of the Acquisition and the Scheme (the "Scheme Document").
An expected timeline of principal events leading up to the Scheme becoming Effective will be set out in the Scheme Document when published.
Defined terms used but not defined in this Announcement shall have the meaning given to them in the Rule 2.7 Announcement.
For further information:
Trinity
Jeremy Bridglalsingh, Chief Executive Officer Via Vigo Consulting
Julian Kennedy, Chief Financial Officer
Nick Clayton, Non- Executive Chairman
Houlihan Lokey UK Limited (Financial Adviser to Trinity)
Tom Hughes +44 (0)20 7839 3355
Tim Richardson
SPARK Advisory Partners Limited (Nominated Adviser to Trinity)
Mark Brady +44 (0)20 3368 3550
James Keeshan
Vigo Consulting Limited (PR Adviser to Trinity)
Finlay Thompson +44 (0)20 7390 0230
Patrick D'Ancona
Lease Operators +1 (868) 6773056
Charles Anthony Brash Jr.
Zeus (Financial Adviser to Lease Operators) +44 (0)20 3829 5000
James Joyce
Antonio Bossi
James Bavister
Isaac Hooper
In connection with the Acquisition, Pinsent Masons LLP is acting as legal adviser to Trinity and The Legal Consultancy is acting as legal adviser to Trinity on Trinidad and Tobago law. RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Lease Operators on English law and Hobsons is acting as legal adviser to Lease Operators on Trinidad and Tobago law;
Important notices
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Trinity as financial adviser and Rule 3 Adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Trinity for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Houlihan Lokey nor any of its affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated advisor to Trinity and no one else in connection with the Acquisition and will not be responsible to anyone other than Trinity for providing the protections afforded to clients of SPARK or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither SPARK nor any of its affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SPARK in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Lease Operators as financial adviser and no one else in connection with the Acquisition and matters referred to in this announcement and will not be responsible to anyone other than Lease Operators for providing the protections afforded to clients of Zeus, or for providing advice in relation to the Acquisition and matters referred to in this announcement. Neither Zeus nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Zeus in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Trinity in any jurisdiction in contravention of applicable law. The Acquisition will be made and implemented solely pursuant to the terms of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).
Trinity and Lease Operators will prepare the Scheme Document (or, subject to the consent of the Panel, in the event that the Acquisition is implemented by way of a Takeover Offer, the Offer Document) to be distributed to Trinity Shareholders. Trinity and Lease Operators urge Trinity Shareholders to read the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
The statements contained in this Announcement are made as at the date of this announcement, unless some other times are specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Overseas Shareholders
This Announcement has been prepared in accordance with, and for the purposes of complying with, English law, the Takeover Code, the Market Abuse Regulation and the AIM Rules, and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in or into, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.
The availability of the Acquisition to Trinity Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are a citizen. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Trinity Shares with respect to the Scheme at the Meetings, or to execute and deliver Forms of Proxy (or other proxy instructions) appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Lease Operators or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The Acquisition will be subject to English law and the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the FCA and the London Stock Exchange (including pursuant to the AIM Rules).
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
In accordance with Rule 26.1 of the Takeover Code a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the investor relations section of Trinity's website at trinityexploration.com by no later than 12.00 noon (London time) on the business day immediately following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
Source : voxmarkets.co.uk
|
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: pstad60 who wrote (24715) | 9/19/2024 9:26:00 AM | | From: pstad60 | | | | Touchstone Exploration pulling their bid for Trinity
Offer update – lapsing of Acquisition
TOUCHSTONE EXPLORATION INC
Released 07:00:06 19 September 2024
RNS Number : 7799E
Touchstone Exploration Inc.
19 September 2024
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
19 September 2024
ALL SHARE OFFER
for
Trinity Exploration & Production Plc ("Trinity")
by
Touchstone Exploration Inc. ("Touchstone")
Offer update - lapsing of Acquisition
CALGARY, ALBERTA - The board of directors of Touchstone (the "Touchstone Board") notes Trinity's announcement on 18 September 2024 (the "Announcement") that the board of directors of Trinity (the "Trinity Board") are seeking the permission of the Court to formally withdraw the Scheme ("Withdrawal") at a Court hearing which has been scheduled for 25 September 2024 (the "Withdrawal Hearing").
Notwithstanding withdrawal of the Scheme, the Touchstone Board confirms that it does not intend to exercise its right to implement the Acquisition by way of a Takeover Offer for the Trinity Shares as an alternative to the Scheme (as provided for under paragraph 10 of Part B of Part Three of the Touchstone Scheme Document).
Consequently, the Touchstone Board has requested the Takeover Panel's consent for the Acquisition to lapse upon Withdrawal taking effect, which consent has been granted.
As stated in the Announcement, assuming the Court grants its permission for Withdrawal at the Withdrawal Hearing, Withdrawal will take effect immediately following the Withdrawal Hearing, at which time the Acquisition will also lapse with immediate effect.
Paul Baay, President and Chief Executive Officer of Touchstone, commented:
"We are disappointed with the outcome of this process, and the fact that UK takeover rules make it possible for our offer not to complete at such a late stage in the process despite having obtained both shareholder and regulatory approvals. We believe our offer represented compelling value for all stakeholders.
However, Touchstone remains committed to maintaining strict discipline in all corporate activities. We will only pursue investments that align with our strategic and financial goals, ensuring they deliver value to our shareholders.
As we continue to advance our operations to tie in the Cascadura-2ST1 and Cascadura-3ST1 wells towards their first production, along with our upcoming fourth-quarter drilling program, we look forward to updating our shareholders on our strategic and operational progress in the coming months. We will soon provide an updated presentation and host an investor forum to share our developments."
Capitalised terms used but not defined in this announcement have the meanings given to them in the shareholder circular published by Trinity in connection with the Scheme on 24 May 2024 (the "Touchstone Scheme Document").
Source : londonstockexchange.com
GLTA |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: pstad60 who wrote (24716) | 9/28/2024 2:31:58 PM | | From: pstad60 | | | | Touchstone's acquisition offer for Trinity is officially dead this past week.
.
Trinity's announcement :
lse.co.uk
25 September 2024
Withdrawal of the Touchstone Scheme and lapsing of the Touchstone Offer
On 18 September 2024, Trinity announced that it was seeking the permission of the Court to formally withdraw the scheme of arrangement relating to the Touchstone Offer (the "Touchstone Scheme") (the "Withdrawal"), and that a Court hearing had been scheduled for 25 September 2024 (the "Withdrawal Hearing").
On 19 September 2024, Touchstone confirmed that it does not intend to exercise its right to implement the Touchstone Offer by way of a Takeover Offer as an alternative to a scheme of arrangement, and that it had requested and been granted the Takeover Panel's consent for the Touchstone Offer to lapse upon the Withdrawal taking effect.
Trinity today announces that, as requested, the Court has dismissed Trinity's application for sanction of the Touchstone Scheme, with the result that the Withdrawal is effective immediately and, consequently, the Touchstone Offer has now lapsed.
The Trinity Directors note that, following the Withdrawal and the lapsing of the Touchstone Offer, the irrevocable undertakings to accept the Touchstone Offer entered into by certain Trinity Shareholders and Trinity Directors are no longer binding and, therefore, such Shareholders and Directors will be able to exercise freely their votes at the Court Meeting and General Meeting to be convened in connection with the Lease Operators Acquisition.
Next Steps with respect to the Acquisition
The Trinity Directors will now seek the permission of the Court to convene the Court Meeting and the General Meeting in connection with the Acquisition and to proceed with the publication of the shareholder circular containing full details of the Acquisition and the Scheme (the "Scheme Document").
An expected timeline of principal events leading up to the Scheme becoming Effective will be set out in the Scheme Document when published.
Defined terms used but not defined in this Announcement shall have the meaning given to them in the Rule 2.7 Announcement relating to the Lease Operators Offer.
.
.
Touchstone's confirmation announcement
https://www.londonstockexchange.com/news-article/TXP/offer-update-confirmation-of-lapsing-of-offer/16684059
.
.
The new Cascadura 2 & 3 gas wells have been perforated, currently choked off, and just awaiting the completion of the pipelines and inspection to be completed. Gas flow should commence in the next couple weeks, fairly close to Touchstone's guidance of end of September.
Should be getting an operations update soon.
GLTA ! |
| | Canadian Oil & Gas Companies | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| |
