Member Info for G_G_G

Those 2 x resolutions are legally applicable under Alberta Law. They require a 5% shareholding to call an EGM. And a 50% vote in favour in order to remove Baay as a Board Director. The second resolution effectively forces the board to then remove him as CEO. I had others drafted to dismiss him for 'just cause', but the legalities of that could mean they could side-step the vote.

You want the templates added to the Discord Human Centipede? Absolute waste of space and time. I'll now going to post here the FCA wording, step-by-step guide to engage them. crl, I'll get in touch with your lawyer friends for an exploratory conversation as another potential route forward.

Do you want me to go and post the templates to be sent, Zero?

Draft Resolution Set (Ordinary Resolutions)

You can proceed with the two resolutions, both requiring a simple majority (>50% of votes cast), and clearly label them as Ordinary Resolutions.

RESOLUTION A: Removal of Director (Binding)

Type: Ordinary Resolution (OR)

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT: Mr. Paul Baay be and is hereby removed as a director of Touchstone Exploration Inc., effective immediately upon the passing of this Resolution."

RESOLUTION B: Advisory on Termination and Severance (Advisory/Instructional)

Type: Ordinary Resolution (OR)

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT: The Board of Directors of Touchstone Exploration Inc. is hereby advised, and is instructed to take all necessary steps, to immediately terminate Mr. Paul Baay's employment as Chief Executive Officer of the Corporation, and to vigorously limit any severance payments to the minimum required by Canadian employment standards legislation and any existing, non-voidable contractual commitment, consistent with a finding of termination for just cause."

john27, you continue to tell people to look forward, forget the past, it's not worth it, and then pay faux homage to the realities of what calamity baay has done. are you willing to state that he withheld material information, and this effectively destroyed the share price due to a last-minute botched raise, and the withholding of material information from the market? and that he has misdirected the market, and very much you over the past 12 months on any number of things? you pay lip service to his mistakes, and then provide support with this garbage:

- 'for the first time in a long time, the company seems to be communicating better, production is stabilising, and we’ve got actual catalysts in front of us.'

- 'so yes credit where it’s due.'

so let's unpack this. they have just communicated to us with a rehash of the same stuff, future pushed out promises, and a shiny reminder of our assets. and they only answered softball questions. and they have done this to keep their jobs. they have destroyed 80% of the value in this company with a 'transformational asset' falling in calamity baay's lap. and you want to 'give them credit' for turning up to hold off an egm.

then you say production is stabilising. well let's look at it in a more realistic fashion. casc is still dropping. from memory, we were meant to drill 4-5 wells in it this year and managed 2. casc 4 is pretty much a write-off, which they are trying to bury. casc 5 is a mess. and the decline rates in casc will likely continue to be greater than these 2 wells that have been unbelievably late to hook up (one maybe never) and cost in excess of $11m, which is closer to 2.5x that number in lost production income. central is what makes the numbers 'steady'. that 'transformational' asset that has cost us a fortune due to the sheer incompetence and negligence of baay, which you want everyone to forget and move forward.

oh, and then we have catalysts. you have been pointing to 'catalysts' ever since i reinvested here. tell me about the many catalysts we had this year and how they managed to get us to 7p? here are your catalysts - central (coin toss with monkeys running the show), and a compressor, which, based on past execution, is potentially another delayed f@ck up waiting to happen. pricing in 18 months - that's it, as i've been saying for ages.

it's this incompetent conman that has destroyed sentiment, not any investors here. if 'positive sentiment' on this board could change all that, then why has the discord fanboy club been so **** at it whilst the sp has dropped from the 30's in less than 12 months? what about all the positivity (including from me) before the raise / loan debacle? it makes no difference when you have someone like this in charge. and why the f@ck shouldn't people be able to say it? baay is the problem, and people like you supporting him make you part of it.

stas, you are correct in saying there is no appetite for an egm from the discord group. they're living in another world and the same b@ll****, which has only been pushed back, has gotten them back to ignoring the sp is at 7p, and that calamity baay is almost entirely responsible for it. you also mention there are other routes. i now intend to go down one of those routes with the fca. and i will speak with crl's previous legal group. i expect many posters here will be supportive of having him removed, and this is the only way i see it being possible, alongside pressure on the chairman to act if(when) he is found guilty of withholding material information and misdirection to investors.

the discord fanboy club is an alternate reality where armchair o&g experts jerk off over having a 'line of communication' with a conman ceo who tells them what they want to hear, then doesn't deliver. and they, in turn, find excuses for him, shout down anyone critical, and then tell everyone to 'look forward to the next catalysts' which are almost always late.

To be fair Johno, it's still 18 months. And it's the only thing that can be counted on, as I have been saying for some time whilst conjobs like SM have been talking about Casc wells paying back in 'less than 3 months'. Casc 4 they are trying to bury, and I'm sure many will forget about it. Central is a roll of the dice. And the compressor I cannot work out if 'it can reach 1k boepd' or that is what they are forecasting as ongoing. And then one needs to have faith in them ordering the right kit, installing it without issues, and on time. Again big asks for the muppet show.

Quite ridiculous presentation, but it appears to have made the Discord Group forget we are at 7p (almost).

The only way this gets back to double digits is a +5mmcf Central well. I said Casc 5 was the most important well in the company's history after they f@cked Casc 4 (twice), and look what has happened. That's now been replaced by this upcoming Central one. Another failure and we're going to be hanging on until May 2027.

Also, what is the new share scheme - is it 'buy 1 get 1 free? If so, that's just as disgusting as the free shares for muppets who have killed the company. Especially at 6.9p. Calamity Baay should be strung up for what he has done.

tell me sm, in your 35 years of ramping stocks, have you ever been in one where you have seen your investment evaporate by more than 80% in less than 12 months? that should give you a hint at why so many people are negative here.

but you also need to distinguish what they are negative about. no one is negative on the assets. they can all see the potential. so why hasn't that potential been realised? you've been ramping the **** out of this from when i dipped my toe back in here in the 30's. why aren't we at 50p (you were shouting this just 12 months ago), and instead at 7p? what are the reasons? not a trick question, i genuinely want you to tell us all why the sp has dropped by more than 80% in 12 months, with the 'transformational' central asset falling in calamity baay's lap?

Telling us that mgt should be commended for taking questions and showing up...? Hilarious that he hasn't addressed any of the important questions about how he screwed TRIN and Central deals. Monumental Corporate f@ck ups by him, which crashed the sp and trust. He's basically said they've been sitting around with their thumbs up their @sses on VAT for 2 years. But now they're focused on it. Why not before, instead of raising cash? All this bluster about great relationships with the government and bank. I literally have no idea what this charlatan does for his $800k package. He has all but admitted they're doing nothing next year except for Central and a compressor. So there's no reason for him to remain in charge. Get the Chairman and NED at 11p to deal with the VAT and pricing negotiations.

Crl, you are talking sense here. It's all b@llocks we have heard before, except 'drill to fill' has been pushed back a year, and we need VAT to do anything. VAT that has been building for 2 years. Wtf does that leadership team do all day, other than f@cking things up? And now they're focusing on it after they've diluted us into oblivion. Unbelievable.

I noted they dodged the leadership remuneration question, and then talked about headcount and other employees. It's f@cking disgusting these clowns have destroyed the company and our now talking about cutting other people's jobs.

sm, i offered to meet on zoom and asked nav, and crl to join. i also said we could share our screens live on our holdings and even buys/sells so you can see that a) i'm a holder, and b) we are not the same person. but you dodged this, didn't you? quite something how you behave, trying to lure in investors with b@ll****, and when called out, you try to misdirect by saying those people are one and the same or not invested. i'd go as far as saying that your behaviour is quite similar to the person who has ruined this company and sentiment.

anyway, let's see what lyin paul has for us. for all we know, he could provide good news and resign. what a day that would be. reckon we'll need the fca to drag him out kicking and screaming. good thing he's loading up now when he has taken the company to all-time lows both in value and trust. absolute d@g of a man.

Ok, I've got the numbers I need. Summary below for the 3 x companies with all data available. Interesting points to note:

1. Price/EBITDA multiples are similar, at 9.37x to 12.97x. I think it stands to reason we should be looking at a ball-park of 10-12x based on this.

2. Price-to-sales multiples are wide ranging. The two larger acquisitions have 0.94x and 1.95x.

3. Looking at this I'd say we overpaid for Instra, and got a good deal on KeyDrive given its size.

All in all, I think somewhere between Instra and KetyDrive is reasonable to expect. This comes back to the level paid for Google, which is smaller than us, but closer in total size. The only data on Google is 1.25x Sales, which lines up with circa 12x Adj EBITDA. Google EBITDA was suspected by analysts to be negligible as the domains were about cross-selling.

If they drive a good deal then above 1.25x Sales ($262.5m) and 11x EBITDA ($247.5m) is where we should be starting. That's

Price/EBITDA multiples, and (Price/Sales multiples) are:

- Instra: Price/EBITDA = 12.97x (Price/Sales = 1.95x)

- KeyDrive: Price/EBITDA = 9.37x (Price/Sales = 0.94x)

- Hexonet: Price/EBITDA = 11.91x (Price/Sales = 0.57x)

Instra Group:

- Total acquisition price = $24m + $3.6m earn-out

- Total Sales (prior year) = $12.3m

- EBITDA (prior year) = $1.85m

- Price / Sales = 1.95x

- Price / EBITDA = 12.97x

KeyDrive SA

- Total acquisition price = $44.5m + $10.5m earn-out

- Total Sales (prior year) = $58.26m

- EBITDA (prior year) = $5.87m

- Price / Sales = 0.94x

- Price / EBITDA = 9.37x

Hexonet Group

- Total acquisition price = $7.8m + $3.3m earn-out

- Total Sales (prior year) = $19.4m

- EBITDA (prior year) = $0.94m

- Price / Sales = 0.57x

- Price / EBITDA = 11.81x

Or total acquisition price and annual sales.

The issue is, I don't know if the EV is the acquisition price. And, we don't know the debt levels of each company, which could go a long way to explaining the differences in multiples.

Thanks Edo, can I ask a favour for you to post the sales price and EBITDA of the companies?

Agree with your thinking on multiples. TIG is a mid-sized player and represents immediate share growth. It also has growing, recurring EBITDA. And it's certainly big enough for the major US players to try and acquire. I still feel the multiples for Google are a good starting point, which points to circa 11-12x estimated 2026 EBITDA, and 1.25x estimated 2026 Sales. Both ways end up in a similar area of $250-300m. Crazy to think, but these multiples are much lower than NameCheap, who is more than double our size.

Has anyone else sent that email to IR and the NOMAD?

SM, you're now just spreading lies about other posters. Not a good look. You disappeared when we crashed with Casc 5, and only then did you recognise the reality of our situation, and how we got to this point. But now, on a single Director buy, you come back ramping again. Quite something how you behave.

Johno, it's utterly disgusting these clowns are buying in at 6p. Unbelievable, they have sat back when the sp was multiples higher, claiming their freebies, and hiding behind more lies like 'we were in a closed period all year'. They didn't buy in as Calamity Baay was destroying the company. And now we're at all-time lows, they put their hands in their pockets. Do these shares carry the 2-for-1 deal that has been mentioned? If so, they're really buying at 3p. This isn't me 'being negative', it's exactly what is happening.

And the other thing people need to not even think about dragging up, is the Directors 'know what's going on', so their buying is a great sign. This was said about the 20.5p placees, the 16p Debenture, and the 11p placees, and how did that work out for them and their DD. And all the while, our Directors were not buying in or participating in any meaningful way. So if they do know what's going on, then they knew the company was being f@cked by Baay. Take a step back and look at things through the eyes of a shameless conman who is desperately trying to keep his job. And the board, are trying to do the same. Help get the EGM vote, and then let everyone decide.

fair enough johno, it's not a write-off, it's an incredibly poor well. i'll maintain that from now. anything else that was inaccurate? as for 'what it can do', can anyone really believe what comes from baay's mouth? my comment that nav resurfaced stands. there is next to zero trust in anything he says now, especially because he is trying to hold onto his job.

sm, every time you pop up here ramping on nothing ,i will engage you. if you don't like it, then use the filter button. i'm not going to sit on a board and watch someone tell even bigger lies than baay. even advfn call you out on this constantly. sentiment won't change if you're spreading his lies. only the reality on the ground will change sentiment, alongside his removal, given that he's a huge obstacle to regaining any trust in what the company is saying. you're as shameless as baay coming back here after all the things you have said, and the b@ll**** you have made up about posters here having multiple accounts and not even being invested.

SM, that last statement is absolutely shameless. You are (and have been) talking nonsense and justifying it by saying that it will convince new shareholders to join. This is after we discovered that Lyin Paul has been hoodwinking us on just about everything. You need to keep in mind that you have been ramping this stock with all sorts of inaccurate statements from the 30's. Granted, you and others had no idea of the level of incompetence and deceit from Lyin Paul Baay, but you do now, and where folks have believed you, they have lost a fortune.

What I'm saying is simple. Sentiment will only change with a change in REALITY. Baay has been exposed as a charlatan, both incompetent and untrustworthy to the highest degrees. This is why sentiment is f@cked. Get rid of the conman and get a CEO whom the market can trust, and you won't need to expose yourself as well. I'm assuming Baay being a problem is one of the things you can agree with me on, so let's agree on that and get things moving on his removal. I'm going to wait for this call, and then I will post what needs to be done on Discord for an EGM. It's quite straightforward. Supporting his removal is supporting sentiment, and I highly doubt anyone can make a valid counterargument to that.

Yes you do SM.

for god's sake sm, stop it!!! you keep saying we're under-valued - based on what? you have zero idea of our finances, as we had zero idea all along because baay was talking ****. casc 5 is a write-off. casc 3 and 4 - no idea. central is now a roll of the dice, given they don't even know the casc geology and have shown they can f@ck a well with amateurish mistakes not once, but twice. there is zero trust in the mgt team because our ceo has deceived the market for years, but most recently has withheld material information that caused this mess.

sm, you and your family have lost a fortune because of your belief in baay's b@ll****. remember that. and remember that every person you convinced to buy in here over the past year or two by making baseless statements or spreading calamity baay's lies has lost a fortune as well. if you want to help the sp, support an egm to have him removed.

whatever lyin paul comes out with today cannot be believed, and folks need to keep in mind that if he intends to stay, he will be saying everything you want to hear to keep his job. just like he has for years. this is what conmen do. so for christ's sake, look at the share price, and remember the years of b@ll**** and incompetence from baay that has caused it.

i'm down a fortune because i believed in the assets, and still do. and because i believed that no-one, even a charlatan like baay, could possibly make a mess of these assets and a transformation asset falling in his lap for a good price. sadly, i couldn't predict he could be so incompetent that he would call a last-minute bucket shop raise to close central and then hide from the market that it fell over, and that it was connected to our loan alongside another $8m!!!

remember, these are facts. not opinion. the assets are still with us. but we need to lose the inept conman we have as ceo.

SM, please stop the ramping just because a NED, after all this time, threw some money at the sp at all time lows. Our CEO has destroyed a company with incredible assets through immense incompetence, negligence, and deceit. Please keep this in mind as the sp is in the 6's!!! You have to be realistic, and in doing so recognise who is to blame and support me in having him removed.

Dunder, regarding an EGM, some answers as follows:

1. They are not expensive. We simply need to fill in some paperwork with a signature, which I will provide on Discord. And then send it to the company offices in Canada. I'll ask folks to email them as well and confirm on Discord it has been sent. Providing we get the necessary 5% they must call an EGM within a month and ALL SHAREHOLDERS can have a say on whether Baay should continue in role.

2. We are removing the CEO, not the entire mgt team. CEO's leave and NEDs, Chairman and other non-exec Directors take on their duties all the time. Calamity Baay has done nothing other than f@ck everything up, so missing him will mean nothing other than a better chance of future success. He costs us $800k in cash and bonuses. And he has nothing to do for the next 12 months - we can drill a well and install a compressor without him.

3. I think you'd be surprised at how many CVEOs would be interested in a company that has our assets and potential, especially with pricing changes in 18 months. It simply cannot be Baay though. He has no right to be in charge. I could have done a better job with my eyes closed.

4. Not overly emotional. He has lied, deceived and been monumentally incompetent for year. He has cost PIs like you and me close to $100m in less than 2 years. He simply cannot stay in charge based on this. And imo it's morally corrupt to support the man any further.

5. You need to send the paperwork so we can get the vote. My argument is for us to get an EGM vote so all shareholders have a say in who runs the company, and not just major PIs who have supported him to date, whilst he lied to their faces. Losing him will be losing a dead weight cost. And many CEOs would jump at the chance of running this company.

Stas, we will get to the bottom of it. I want to try an EGM first. Following this, I will provide wording and a step-by-step guide for an FCA submission, as there's no way he didn't break his fiduciary duties to shareholders. Getting rid of the NOMAD is his way of trying to cover his tracks imo. And I believe it shows an intent to keep his cushy job after fleecing us.

Guys, the issue with today is there's literally nothing he can say that can be trusted, and the market knows this. We need a new CEO the market can trust and 'rip the bandaid off' with Calamity Baay, to use John27's words when he defended the 11p raise.

Straight, send the email. These useless f@cks think it's fine to jet around to industry jollies and not speak to their shareholders or support company value when the sp is cratering and being played by algo's. Their behaviour is bordering on disdain for private investors. And the lack of support puts us at risk of a derisory offer. Quite extraordinary how they are allowing this to happen. Let's give them until the end of the week, then I'll prepare some emails for the relevant parties responsible for holding them to account in carrying out their duties (FCA and NEDs).