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Pin to quick picksTouchstone Exploration Regulatory News (TXP)

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SETTLEMENT AGREEMENT

17 May 2023 16:41

RNS Number : 7781Z
Touchstone Exploration Inc.
17 May 2023
 

TOUCHSTONE CONFIRMS CEO SETTLEMENT WITH THE ALBERTA SECURITIES COMMISSION

 

CALGARY, ALBERTA (May 17, 2023) - Touchstone Exploration Inc. (TSX, LSE: TXP) ("Touchstone" or the "Company") announces that its President and Chief Executive Officer, Paul Baay, has entered into a Settlement Agreement with the Alberta Securities Commission (the "ASC") in relation to a breach of Section 147(4) of the Securities Act (Alberta) (the "Settlement Agreement").

 

Pursuant to the Settlement Agreement, Mr. Baay admits that he, on six occasions between December 2019 and April 2021, emailed draft Touchstone news releases to an employee of a regulated Canadian investment dealer firm, who was a registered dealing representative of Touchstone (the "Registrant"), and, in such capacity, was responsible for the Company's Employee Share Ownership Plan (the "ESOP"), prior to such news releases being broadly distributed to the public. Mr. Baay emailed the draft Touchstone news releases to the Registrant during the evenings or on the weekends when both the TSX and AIM markets were closed. The ASC noted that none of the Registrant, nor any persons with whom the Registrant might share the emails would have been able to transact in Touchstone securities with knowledge of the information contained in the releases. On each of the six occasions, Touchstone distributed the final versions of the news releases to the public before the TSX and AIM markets opened for regular trading on the next trading day. However, this conduct was determined by the ASC to be a breach of Section 147(4) of the Securities Act (Alberta), leading to the Settlement Agreement.

 

The Settlement Agreement states that Mr. Baay demonstrated exemplary cooperation with the ASC in concluding the Settlement Agreement. Mr. Baay has paid the ASC $40,000 in settlement of the matter and will complete training in public company governance best practice. The ASC will ordinarily seek market access bans against directors and officers of public companies that engage in insider trading or tipping. However, due to the rather unique circumstances of this case including the early and significant degree of cooperation and acceptance of responsibility, as well as the absence of demonstrable harm to the capital market, bans have not been required by the ASC in this case. The ASC notes in the Settlement Agreement that its investigation did not identify any instances of trading on the material non public information.

 

Mr. Baay advised that he did not intend for the information contained in the draft news releases to be acted upon, nor did Mr. Baay obtain any personal benefit from this conduct. Mr. Baay advised that he was under the mistaken belief that he was permitted to provide the Registrant with the draft news releases in the course of business, and that he did so with the view to benefit from the Registrant's review to ensure that the final press releases could be properly and fully understood by the public.

 

John Wright, Chairman of the Board of Directors of Touchstone, commented "The Board takes compliance with regulatory obligations very seriously. After reviewing Paul's conduct in these events, we are confident that this was a genuine mistake; there was clearly no intention to gain financially, a view confirmed by the ASC's own enquiry. We note that Paul co-operated fully with the regulator and has accepted their findings. The Board regularly reviews Touchstone's disclosure and governance policies and we continue to make upgrades and enhancements as evidenced in this situation by the appointment of a new administrator responsible for the Company's ESOP. We are committed to ensuring that the strongest governance arrangements are implemented across our business, in line with best practices."

 

The Settlement Agreement will be available on the ASC's website (www.asc.ca).

 

The above information is disclosed pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies. This announcement contains inside information for the purposes of Article 7 of the UK version of the Market Abuse Regulation (EU) No.596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018.

 

For further information, please contact:

 

Touchstone Exploration Inc.

John Wright, Chair of the Board of Directors

 

 

Tel: +1 (403) 750-4487

Shore Capital (Nominated Advisor and Joint Broker)

Daniel Bush / Toby Gibbs / Iain Sexton

 

 

Tel: +44 (0) 207 408 4090

Canaccord Genuity (Joint Broker) 

Adam James / Gordon Hamilton

 

 

Tel: +44 (0) 207 523 8000

FTI Consulting (Financial PR)

Nick Hennis / Ben Brewerton

Tel: +44 (0) 203 727 1000

Email: touchstone@fticonsulting.com

 

 

 

 

 

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Date   Source Headline
12th Sep 20247:00 amRNSForm 8.5 (EPT/RI)
11th Sep 20249:37 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc.
11th Sep 20247:53 amRNSForm 8.5 (EPT/RI)
10th Sep 202410:26 amRNSForm 8.5 (EPT/RI)
10th Sep 20248:42 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
10th Sep 20248:29 amRNSForm 8.5 (EPT/NON-RI)
9th Sep 20249:19 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
9th Sep 20247:42 amRNSForm 8.5 (EPT/RI)
6th Sep 20249:15 amRNSForm 8.5 (EPT/RI)
6th Sep 20248:35 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
5th Sep 202411:25 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
5th Sep 20249:11 amRNSForm 8.5 (EPT/NON-RI)
5th Sep 20247:43 amRNSForm 8.5 (EPT/RI)
5th Sep 20247:00 amRNSEMPLOYEE SHARE PURCHASE PLAN
5th Sep 20247:00 amRNSEXERCISE OF STOCK OPTIONS & RULE 2.9 ANNOUNCEMENT
4th Sep 20245:29 pmRNSRule 2.10(c) disclosure
4th Sep 202410:24 amRNSForm 8.5 (EPT/NON-RI)
4th Sep 20249:20 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
4th Sep 20248:09 amRNSForm 8.5 (EPT/RI)
4th Sep 20247:00 amRNSALL SHARE OFFER
3rd Sep 20248:58 amRNSForm 8.5 (EPT/RI)
3rd Sep 20248:48 amRNSForm 8.5 (EPT/NON-RI) - Touchstone Exploration In
2nd Sep 20249:46 amRNSForm 8.5 (EPT/RI)
2nd Sep 20249:16 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
30th Aug 20243:17 pmRNSAll Share Offer
30th Aug 20242:56 pmRNSForm 8.3 - Touchstone Exploration Inc.
30th Aug 20249:22 amRNSForm 8.5 (EPT/NON-RI)
30th Aug 20248:54 amRNSForm 8.5 (EPT/RI)
30th Aug 20248:31 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
29th Aug 20249:44 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
29th Aug 20249:43 amRNSForm 8.5 (EPT/NON-RI)
29th Aug 20249:38 amRNSForm 8.5 (EPT/RI)
28th Aug 20242:29 pmRNSRule 2.10(c) disclosure
28th Aug 202412:48 pmRNSForm 8.3 - Touchstone Exploration plc
28th Aug 202411:27 amRNSForm 8.5 (EPT/RI)
28th Aug 20249:45 amRNSForm 8.5 (EPT/NON-RI)
28th Aug 20249:09 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc.
27th Aug 20249:59 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc.
23rd Aug 20246:33 pmRNSRule 2.10(c) disclosure update
23rd Aug 20243:17 pmRNSForm 8.3 - Touchstone Exploration plc
23rd Aug 20243:16 pmRNSForm 8.3 - Touchstone Exploration plc
23rd Aug 20249:30 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc.
23rd Aug 20249:23 amRNSForm 8.5 (EPT/RI)
22nd Aug 202410:28 amRNSForm 8.5 (EPT/NON-RI)
22nd Aug 20249:03 amRNSForm 8.5 (EPT/RI)
22nd Aug 20248:06 amGNWForm 8.5 (EPT/RI) - Touchstone Exploration Inc
21st Aug 202411:20 amRNSForm 8.3 - Touchstone Exploration plc
21st Aug 20249:18 amRNSForm 8.5 (EPT/NON-RI)
21st Aug 20248:27 amRNSForm 8.5 (EPT/RI)
21st Aug 20247:00 amRNSWaiver of Condition and Offer Declared Final

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