1 Nov 2012 16:18
Touchstone Gold Limited
1 November 2012
Correction to directors' holdings and lock-up arrangements
Touchstone Gold Limited ("Touchstone" or "the Company") (AIM: TGL) advises of the following correction to the total number of Touchstone shares which are subject to the lock-up agreement in support of the merger with Atlantis Gold Mines Corp. as announced on 11 September 2012 ("the Lock-Up Agreement").
It was previously announced that the aggregate proportion of shares subject to the Lock-Up Agreement was 33.8%. This figure was misstated and should have read 31.9%.
For clarity, those shares subject to the Lock-Up Agreement are as follows:
Name | Number of shares beneficially held of which all are subject to the Lock-Up Arrangement | % of shares in issue |
Ilyas Khan | 23,375,000 | 14.36 |
Robert Buchan (1) | 21,576,570 | 13.25 |
Fraser Buchan | 5,278,848 | 3.24 |
David Wiley | 1,658,714 | 1.02 |
The Earl of Clanwilliam Patrick James Gillford | 57,500 | 0.04 |
Total | 51,946,632 | 31.91 |
1) Robert Buchan's interest in the Company comprises his direct ownership of 1,602,100 shares and his interest in the 19,974,470 shares held by the Buchan Family Foundation.
Correction to directors' holdings
Ilyas Khan
The Company's admission document dated 7 June 2011 ("the Admission Document") stated that Ilyas Khan was, upon the admission of the shares to trading on AIM ("Admission"), beneficially interested in 28,529,876 shares, representing 27.50% of the issued share capital of the Company at Admission. Of these shares, 24,382,718 were held in the name of Pennine Capital Limited ("Pennine") and 4,147,158 in the name of ECK Partners Holdings Limited ("ECK"). Ilyas Khan remains the sole beneficial owner of Pennine and the 95% beneficial owner of ECK.
Although not stated in the Admission Document, at the time of Admission, 5,154,876 shares held by Pennine and ECK ("the Trustee Shares") were held on a trustee basis for the benefit of the original owners of the tenements and licenses of Touchstone's predecessor company and consultants prior to Admission, not including Ilyas Khan, and therefore were not beneficially held by Ilyas Khan. Accordingly, at Admission, Ilyas Khan had a beneficial interest in an aggregate 23,375,000 shares (comprising 23,000,000 shares held by Pennine and 375,000 shares held by ECK), representing 22.54% of the issued share capital of the Company at Admission.
Between 7 July 2012 and 28 September 2012, a total of 2,000,000 of the 5,154,876 Trustee Shares were sold in the market, further details of which are set out in the appendix to this announcement. Following these sales, a total of 3,154,876 Trustee Shares are held on trust by Pennine and ECK representing 1.94% of the issued share capital of the Company.
There having been no further changes to Ilyas Khan's interest in shares, Ilyas Khan currently therefore has a beneficial interest in the Company of 23,375,000 shares (held by Pennine and ECK) representing 14.36% of the current issued share capital of the Company, and holds no shares in his own name. Ilyas Khan has an additional indirect legal interest in the Company through the remaining Trustee Shares held on trust by Pennine and ECK. Therefore Ilyas Khan's holding in the Company, as defined in the AIM Rules for Companies, is 26,529,876 representing 16.29% of the issued share capital of the Company.
David Wiley
The Admission Document incorrectly stated that David Wiley was interested in 4,544,420 shares in the Company at Admission, representing 4.44% of the issued share capital of the Company at Admission, whilst his actual interest at Admission was in 1,658,714 shares, representing 1.60% of the issued share capital of the Company at Admission.
There having been no further changes to Mr Wiley's interests in shares, David Wiley currently therefore has an interest in the Company of 1,658,714 shares, representing 1.02% of the current issued share capital of the Company, held in his own name.
The Touchstone shares referred to above are, following the Company's continuance from the British Virgin Islands to the Province of Ontario, Canada which completed on 7 September 2012, Touchstone's common shares and the total number of shares in issue is 162,812,005 with each common share carrying the right to one vote. There are no shares held in treasury.
The total number of voting rights in Touchstone is 162,812,005.
For further information please contact:
Touchstone Gold Limited
David Wiley, Chief Executive Officer Tel. +1 647 260 1247
Canaccord Genuity Limited (Nominated Advisor and Joint Corporate Broker)
John Prior Tel. +44 20 7523 8350
Adam Miller Tel. +44 20 7523 8350
Northland Capital Partners Limited (Joint Corporate Broker)
Gavin Burnell Tel. +44 20 7796 8800
Edward Hutton Tel. +44 20 7796 8800
John-Henry Wicks Tel. +44 20 7796 8800
College Hill
Matthew Tyler Tel. +44 20 7457 2072
Anca Spiridon Tel. +44 20 7457 2842
About Touchstone
Touchstone is a gold exploration company and its primary assets, which collectively comprise its Segovia Gold Project, are the Rio Pescado, San Miguel, and Frontino Norte properties along the Segovia-Remedios Gold Belt in Colombia. Rio Pescado is comprised of four mining concessions, the San Miguel property is comprised of one mining concession and one proposed mining concession, and the Frontino Norte property is comprised of four mining concessions and one proposed mining concession. Touchstone owns further options on the Santa Rosa Project, in the South Bolivar area of Colombia, comprised of four proposed mining concessions and one mining concession. With a philosophy of creating value by the systematic exploration and development of Touchstone's existing assets as well as the acquisition of suitable exploration and development mineral projects, Touchstone's long-term intention is to build a significant gold exploration and production company.
APPENDIX
Details of share sales of Trustee Shares:
Date | Number of Trustee Shares sold | Sale price | % of current issue share capital of the Company |
03/07/12 | 500,000 | 14p | 0.31% |
19/07/12 | 225,000 | 10.125p | 0.14% |
09/08/12 | 75,000 | 13.79p | 0.05% |
16/08/12 | 50,000 | 12p | 0.03% |
17/08/12 | 25,000 | 12p | 0.02% |
20/08/12 | 50,000 | 12p | 0.03% |
21/08/12 | 25,000 | 12p | 0.02% |
24/08/12 | 125,000 | 11.5p | 0.08% |
28/08/12 | 25,000 | 12p | 0.02% |
03/09/12 | 100,000 | 11.875p | 0.06% |
04/09/12 | 100,000 | 11.875p | 0.06% |
06/09/12 | 50,000 | 11.75p | 0.03% |
13/09/12 | 100,000 | 11.5p | 0.06% |
14/09/12 | 100,000 | 11.5p | 0.06% |
19/09/12 | 100,000 | 11p | 0.06% |
25/09/12 | 100,000 | 11p | 0.06% |
28/09/12 | 250,000 | 10.5p | 0.15% |
Total | 2,000,000 | 1.23% |