Sun, 05 Feb 2023

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF TOUCHSTONE EXPLORATION INC. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ('MAR'). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN ‎THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH ‎INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE ‎INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL ‎THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.‎

TOUCHSTONE EXPLORATION INC.

CANADIAN PRIVATE PLACEMENT AND PROPOSED UK PLACING TO ACCELERATE EXPLORATION AND DEVELOPMENT AT ORTOIRE

CALGARY, AB / ACCESSWIRE / December 6, 2022 / Touchstone Exploration Inc. ('Touchstone' or the 'Company') (TSX:TXP)(LSE:TXP) announces that the Company launched a private placement in Canada (the 'Canadian Private Placement') at 5 p.m. EST on December 5, 2022 to raise a minimum of C$7.5 million (approximately US$5.5 million and £4.5 million) up to a maximum of C$10 million (approximately US$7.4 million and £6.1 million) at a price of C$0.90 (approximately 54.5 pence) per Common Share (as defined below) of no par value (the 'Canadian Placement Shares').

Touchstone Exploration, Inc. , Tuesday, December 6, 2022, Press release picture

The Company further announces a proposed placing in the UK (the 'UK Placing') to raise approximately US$5.5 million (approximately £4.5 million and C$7.4 million) through the issue of Common Shares (as defined below) of no par value (the 'UK Placing Shares') with institutional and other investors in the United Kingdom at a price of 54.5 pence per UK Placing Share (approximately C$0.90) (the 'Placing Price').

The Canadian Private Placement and the UK Placing (collectively, the 'Fundraise') are expected to raise aggregate gross proceeds of between US$11 million (approximately £9 million and C$14.9 million) and US$13 million (approximately £10.6 million and C$17.5 million) to allow Touchstone to accelerate its Ortoire exploration and development program.

In the event of excess demand, the Company reserves the right to increase the size of the UK Placing and/or the Placing Price. The UK Placing is being completed by way of an accelerated book building process (the 'Bookbuild') and UK Placees (as defined below) will be subscribing for Common Shares pursuant to the terms and conditions set out in the Appendix to this announcement. Shore Capital and Canaccord (each as defined below) are acting as Joint Bookrunners in connection with the UK Placing.

The Bookbuild in respect of the Canadian Private Placement and the UK Placing is expected to close on or around 3.00 p.m. London Time (10.00 a.m. EST) on December 6, 2022 but the timing of the closing of the Bookbuild for the UK Placing is at the absolute discretion of the Joint Bookrunners and the Company.

Background to the Fundraise and Use of Proceeds

In recent years, the Company has been focusing on its successful exploration and development program on the Ortoire block, onshore in the Republic of Trinidad and Tobago (Touchstone 80% working interest), which has identified significant natural gas discoveries at the Coho and Cascadura projects and an oil discovery at Royston.

Touchstone recently completed the development of its facility at Coho and announced initial natural gas production on October 10, 2022, with the Coho-1 well delivering average net natural gas sales of 7.3 MMcf/d (approximately 1,212 boe/d) over 19 operational days in October.

On August 16, 2022, the Company received a Certificate of Environmental Clearance ('CEC') to conduct development operations within the Cascadura area of the Ortoire block from the Trinidad and Tobago Environmental Management Authority. The CEC approved the construction of a multi-well surface production facility with a designed production capacity of 200 MMcf/d of natural gas, 5,000 bbls/d of associated liquids and 200 bbls/d of produced water, with a storage capacity of 8,800 barrels of liquids on the Cascadura A wellsite. In addition to the facility, the CEC includes the drilling of up to eight wells on two additional well pads (Cascadura B and C) and the establishment of associated pipelines and infrastructure within the Ortoire block.

Construction of the Cascadura surface facility and associated infrastructure required to bring production online from the two existing Cascadura wells is in progress. Once production at Cascadura is online, which the Company anticipates will be by the end of the first quarter of 2023, initial gross aggregate natural gas and associated liquids production from the Cascadura-1ST1 and Cascadura Deep-1 wells, based on previous well tests, has been forecasted at approximately 11,500 boe/d (9,200 boe/d net).

In addition to the development of the Cascadura facility, the Company has a portfolio of further exploration and development drilling targets at the Ortoire block. In order to allow the Company to continue to accelerate these prospective exploration, development and production opportunities while the Company's cash balance and cash flows from operations are being allocated towards the Cascadura facility construction, Touchstone is seeking to complete the Canadian Private Placement and the UK Placing in order to side track Royston-1ST1 to drill and test the intermediate and subthrust sheets of the Herrera Formation. Net proceeds will also be applied to bring forward the drilling and potential completion of the Cascadura-2 development well.

The funds raised will strengthen the Company's balance sheet and the Company also intends to use a portion of the net proceeds for working capital purposes as it continues constructing the Cascadura facility.

Details of the UK Placing

The UK Placing is being completed within the Company's existing share issuance authorities. Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together, 'Shore Capital') and Canaccord Genuity Limited ('Canaccord') (Shore Capital and Canaccord together, the 'Joint Bookrunners') will be conducting an accelerated book building process, in respect of the UK Placing. The book will open with immediate effect. Shore Capital and Canaccord have entered into an agreement with Touchstone (the 'Placing Agreement') under which, subject to the conditions set out therein, Shore Capital and Canaccord will agree to use their respective reasonable endeavours to procure subscribers for the UK Placing Shares at the Placing Price. The UK Placing is subject to the terms and conditions set out in the Appendix to this announcement, including the completion of the Canadian Private Placement. Members of the public are not entitled to participate in the UK Placing. The Placing Price represents a 13.5 percent discount to 63 pence, being the closing price of the Common Shares on the AIM market of the London Stock Exchange ('AIM') on December 5, 2022.

The UK Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with Touchstone's existing issued common shares of no par value each ('Common Shares'). The number of UK Placing Shares to be allotted and issued by the Company pursuant to the UK Placing will be determined at the close of the Bookbuild. It is envisaged that the Bookbuild will close no later than 3.00 p.m. (London Time) on December 6, 2022 but the timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Joint Bookrunners and the Company. Details of the final number of UK Placing Shares and the Placing Price will be announced as soon as practicable after the closing of the Bookbuild. The UK Placing is not being underwritten. The UK Placing is conditional upon the completion of the Canadian Private Placement and the admission to trading and settlement of the Canadian Placement Shares. The Placing Price for UK Placees (as defined below) pursuant to the UK Placing has been translated at a fixed exchange rate of £1.00 to C$1.65 such that it will be the same price in pounds sterling equivalent as for placees participating in the Canadian Private Placement.

Details of the Canadian Private Placement

The Canadian Private Placement is separate to and is being managed distinctly from the UK Placing. UK investors are not entitled to participate in the Canadian Private Placement. The placement of the Canadian Placement Shares in Canada is not conditional upon the completion of the UK Placing nor on the admission to trading and settlement of the UK Placing Shares.

Admission and Settlement

Application will be made for the Canadian Placement Shares and the UK Placing Shares to be admitted to trading on AIM ('Admission') and the Toronto Stock Exchange (the 'TSX'). It is expected that Admission will take place at or around 8.00 a.m. (London time) on December 14, 2022 (or such later date as may be agreed between the Company, Shore Capital and Canaccord). The UK Placing is conditional upon, inter alia, the completion of the Canadian Private Placement and Admission becoming effective. The UK Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms.

UK Placing Shares issued in connection with the UK Placing will be subject to a four-month and one day restricted hold period which will prevent such UK Placing Shares from being resold in Canada, through a Canadian exchange or otherwise, during the restricted period without an exemption from the Canadian prospectus requirement. Any such UK Placing Shares will otherwise be freely transferable.

This announcement should be read in its entirety. In particular, you should read and understand the Appendix and the information provided in the 'Important Notice to Investors' section of this announcement.

Touchstone Exploration Inc.

Touchstone Exploration Inc. is a Calgary, Alberta based company engaged in the business of acquiring interests in petroleum and natural gas rights and the exploration, development, production and sale of petroleum and natural gas. Touchstone is currently active in onshore properties located in the Republic of Trinidad and Tobago. The Company's Common Shares are traded on the Toronto Stock Exchange and the AIM market of the London Stock Exchange under the symbol 'TXP'.

For further information about Touchstone, please visit our website at www.touchstoneexploration.com or contact:

Touchstone Exploration Inc.
Mr. Paul Baay, President and Chief Executive Officer Tel: +1 (403) 750-4487
Mr. Scott Budau, Chief Financial Officer

Shore Capital (Nominated Advisor and Joint Broker)
Daniel Bush / Toby Gibbs / Iain Sexton Tel: +44 (0) 207 408 4090

Canaccord (Joint Broker)
Adam James / Gordon Hamilton
Sam Lucas / Darren Furby Tel: +44 (0) 207 523 8000

Camarco (Financial PR)
Billy Clegg / Emily Hall / Lily Pettifar Tel: +44 (0) 203 781 8330

Advisories

Exchange Rate

For reference purposes in this announcement, one British pound has been converted into United States dollars at a rate of 1.00 to US$1.22 and Canadian dollars at a rate of 1.00 to C$1.65.

Forward-looking Statements

Certain information provided in this announcement may constitute forward-looking statements and information (collectively, 'forward-looking statements') within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. 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 are events or conditions that 'will', 'would', 'may', 'could' or 'should' occur or be achieved.

Forward-looking statements in this announcement include, but are not limited to, those in respect of the UK Placing and the Canadian Private Placement, including the size, pricing and timing thereof, the type of securities being offered thereunder, the investors participating therein, the intended use of proceeds therefrom (including with respect to future exploration, development and production activities and the locations thereof), the conditions and approvals required and applications being filed in connection therewith, the expected construction of the Cascadura facility and timing thereof, and the expectation of bringing exploration wells to production and the forecasted production rates derived from previous well production tests. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Certain of these risks are set out in more detail in the Company's December 31, 2021 Annual Information Form dated March 25, 2022 which has been filed on SEDAR and can be accessed at www.sedar.com. The forward-looking statements contained in this announcement are made as of the date hereof, and except as may be required by applicable securities laws, the Company assumes no obligation nor intent to update publicly or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.

Oil and Gas Measures

Where applicable, natural gas has been converted to barrels of oil equivalent based on six thousand cubic feet to one barrel of oil. The barrel of oil equivalent rate is based on an energy equivalent conversion method primarily applicable at the burner tip, and given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different than the energy equivalency of the 6:1 conversion ratio, utilizing the 6:1 conversion ratio may be misleading as an indication of value.

Abbreviations

bbls/d barrels per day

boe barrels of oil equivalent

boe/d barrels of oil equivalent per day

MMcf/d million cubic feet per day

NGL(s) natural gas liquids

Important Notice to Investors

Members of the public are not eligible to take part in the UK Placing. This announcement (including the Appendix) and the terms and conditions set out herein are for information purposes only and are directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (A) if in a member state of the European Economic Area (the 'EEA'), persons who are qualified investors ('Qualified Investors'), being persons falling within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129; ('EU Prospectus Regulation') or (B) if in the United Kingdom, qualified investors as defined under Article 2(e) of the UK version of the Prospectus Regulation (EU) 2017/1129, which forms part of the domestic law by virtue of European Union (Withdrawal) Act 2018, as amended, ('UK Prospectus Regulation') who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order'); or (ii) high net worth companies, unincorporated associations and other persons falling within Article 49(2)(a) to (d) of the Order; or (C) persons to whom it may otherwise by lawfully communicated (all such persons referred to in (A), (B) and (C) above together being referred to as 'Relevant Persons'). No prospectus, offering document or admission document will be made available in connection with the matters contained in this announcement.

This announcement and any other documentation that may be delivered directly to certain persons in connection with the UK Placing may constitute offering documents as defined under applicable securities laws in certain jurisdictions. Otherwise, no prospectus, offering document or admission document will be made available in connection with the matters contained in this announcement.

This announcement, including the terms and conditions set out in the Appendix, must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company. Persons distributing this announcement must satisfy themselves that is lawful to do so. This announcement is for information only and does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire, any securities in any jurisdiction in which it is unlawful to do so.

Persons needing advice should consult an independent financial adviser.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States of America (the 'United States' or the 'US')), Australia, New Zealand, Japan or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a 'Restricted Jurisdiction'). Any failure to comply with this restriction may constitute a violation of securities laws in the Restricted Jurisdictions.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ('FSMA') by, Shore Capital, Canaccord or any other person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be made available in connection with the matters contained in this announcement and all offers of the UK Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. Persons needing advice should consult an independent financial adviser.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this announcement should seek appropriate advice before taking any action.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in Canada or the Restricted Jurisdictions. The UK Placing and the distribution of this announcement and other information in connection with the UK Placing in certain jurisdictions may be restricted by law and persons into whose possession this announcement and any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No action has been taken by the Company, Shore Capital, Canaccord or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the UK Placing Shares or possession or distribution of this announcement or any other publicity material relating to such UK Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

The UK Placing Shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'US Securities Act') or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The UK Placing Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the UK Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.

No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. The Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the UK Placing or any transaction or arrangement referred to in this announcement.

Any indication in this announcement of the price at which the Common Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Shore Capital and Corporate Limited ('SCC') is nominated advisor to the Company. SCC, which is authorised and regulated by the Financial Conduct Authority ('FCA'), is acting exclusively for the Company and no one else in connection with the proposed UK Placing and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of SCC or for advising any other person in respect of the UK Placing.

Shore Capital Stockbrokers Limited ('SCS') has been appointed as broker to the Company in respect of the UK Placing. SCS, which is authorised and regulated by the FCA, is acting exclusively for the Company and no one else in connection with the proposed UK Placing and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of SCS or for advising any other person in respect of the UK Placing.

Canaccord is authorised and regulated by the FCA and is acting exclusively for the Company and no one else in connection with the proposed UK Placing and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of Canaccord or for advising any other person in respect of the UK Placing.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Shore Capital, Canaccord or by any of their affiliates or their affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

By participating in the Bookbuild and the UK Placing, each person who is invited to and who chooses to participate in the UK Placing (each a 'UK Placee') by making an oral and legally binding offer to acquire UK Placing Shares will be deemed to have read and understood this announcement in its entirety, to be participating, making an offer and acquiring UK Placing Shares on the terms and conditions contained in the Appendix to this announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix to this announcement.

This announcement does not constitute a recommendation concerning any investor's options with respect to the UK Placing. The price of the UK Placing Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the UK Placing Shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement contains inside information for the purposes of MAR. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging release of this information on behalf of the Company is Paul Baay.

Information to Distributors - UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the 'UK MiFIR Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the UK Placing Shares have been subject to a product approval process, which has determined that the UK Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the 'Target Market Assessment').

Notwithstanding the Target Market Assessment, distributors should note that: the price of the UK Placing Shares may decline and investors could lose all or part of their investment; the UK Placing Shares offer no guaranteed income and no capital protection; and an investment in the UK Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the UK Placing. Furthermore, it is noted that, in relation to the UK Placing, notwithstanding the Target Market Assessment, Shore Capital and Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the UK Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the UK Placing Shares and determining appropriate distribution channels.

APPENDIX - TERMS AND CONDITIONS OF THE UK PLACING

IMPORTANT INFORMATION FOR INVITED UK PLACEES ONLY REGARDING THE UK PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE 'ANNOUNCEMENT'), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A 'RESTRICTED JURISDICTION').

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS 'ANNOUNCEMENT') ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE 'EEA'), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE 'EU PROSPECTUS REGULATION') ('EU QUALIFIED INVESTORS'); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE 'UK PROSPECTUS REGULATION') WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF 'INVESTMENT PROFESSIONALS' IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER'), OR (II) PERSONS WHO ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATION' OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER ('UK QUALIFIED INVESTORS'); OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH SUCH PERSONS IN (A), (B) AND (C) REFERRED TO AS 'RELEVANT PERSONS'). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The UK Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'US Securities Act'), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the US Securities Act. No public offering of the UK Placing Shares is being made in the United States. The UK Placing Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the US Securities Act. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the UK Placing.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for UK Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the UK Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Japan or the Republic of South Africa. Accordingly, the UK Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

By participating in the UK Placing, each person who is invited to and who chooses to participate in the UK Placing (a 'UK Placee') by making or accepting an oral offer to subscribe for UK Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix to the Company, Shore Capital and Canaccord.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriate advice before taking any action.

These terms and conditions apply to persons making an offer to acquire UK Placing Shares that were offered the UK Placing Shares. They do not apply to the Canadian Private Placement. Each UK Placee will be deemed to have read and understood this Announcement (including this Appendix) and hereby agrees with Shore Capital, Canaccord and the Company to be bound by these terms and conditions as being the terms and conditions upon which UK Placing Shares will be issued or acquired. A UK Placee shall, without limitation, become so bound if Shore Capital or Canaccord confirms to such UK Placee its allocation of UK Placing Shares.

Upon being notified of its allocation of UK Placing Shares, a UK Placee shall be contractually committed to acquire the number of UK Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

EACH UK PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION OF UK PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

Bookbuild

Following this Announcement, the Joint Bookrunners will today commence an accelerated book building process in respect of the UK Placing (the 'Bookbuild') to determine demand for participation in the UK Placing by UK Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the UK Placing. No commissions will be paid to UK Placees or by UK Placees in respect of any UK Placing Shares. Members of the public are not entitled to participate.

The Joint Bookrunners shall be entitled to effect the UK Placing by such alternative method to the Bookbuild as they may, in consultation with the Company, determine.

Details of the Placing Agreement and the UK Placing Shares

The Company has today entered into a placing agreement (the 'Placing Agreement') with Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together, 'Shore Capital') and Canaccord Genuity Limited ('Canaccord'). Pursuant to the Placing Agreement, Shore Capital and Canaccord have, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agent of the Company, to procure UK Placees for the UK Placing Shares (the ' UK Placing').

The UK Placing Shares will, when issued, be subject to the articles of incorporation of the Company, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Common Shares in the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the Common Shares after the date of issue of the UK Placing Shares. The UK Placing Shares will be issued free of any encumbrance, lien, claim, charge, equity and third-party right.

Application for Admission

Application will be made for the UK Placing Shares and the Canadian Placement Shares to be admitted to trading on the AIM market of the London Stock Exchange ('AIM') ('Admission') and the Toronto Stock Exchange (the 'TSX'). It is expected that Admission will become effective and that dealings in the UK Placing Shares and Canadian Placement Shares will commence on December 14, 2022 (or such later date as Shore Capital, Canaccord and the Company may agree in writing). In any event, the latest date for Admission is December 31, 2022 (the 'Long Stop Date') (or such later date as Shore Capital, Canaccord and the Company may agree in writing).

Principal Terms of the UK Placing for UK Placees

This Appendix gives UK Placees details of the terms and conditions of, and the mechanics of participation in, the UK Placing.

  1. Shore Capital and Canaccord are acting as agents of the Company in connection with the UK Placing on the terms and subject to the conditions of the Placing Agreement.
  2. Participation in the UK Placing will only be available to persons who may lawfully be, and are, invited by Shore Capital or Canaccord to participate. Shore Capital, Canaccord and any of their affiliates are entitled to participate in the UK Placing as principal.
  3. To bid in the Bookbuild, prospective UK Placees should communicate their bid by telephone or email to their usual sales contact at Shore Capital or Canaccord. Each bid should state the number of UK Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by Shore Capital on the basis referred to in paragraph 5 below.
  4. The price per Placing Share (the 'Placing Price') is a price of 54.5 pence and is payable to the Joint Bookrunners (as agent for the Company) by all Placees.
  5. The Bookbuild closing time is at the discretion of the Joint Bookrunners and the Bookbuild is expected to close in short order. Shore Capital and Canaccord may, in agreement with the Company, accept bids received after the Bookbuild has closed. Shore Capital and Canaccord may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as they may determine.
  6. The final number of UK Placing Shares to be issued in the UK Placing and the final Placing Price will be determined following conclusion of the Bookbuild and will be communicated through a further announcement by or on behalf of the Company through a Regulatory Information Service.
  7. The Company, Shore Capital and Canaccord reserve the right: (i) to scale back the number of UK Placing Shares to be subscribed for by any UK Placee in the event of the UK Placing being over-subscribed; and (ii) not to accept offers for UK Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to reduce the amount to be raised pursuant to the UK Placing, in agreement with Shore Capital and Canaccord.
  8. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the UK Placee on behalf of which it is made and, except with Shore Capital's and Canaccord's consent, will not be capable of variation or revocation after the time at which it is submitted.
  9. Each prospective UK Placee's allocations of UK Placing Shares will be determined by Shore Capital and Canaccord in accordance with the principles of allocation discussed between Shore Capital, Canaccord and the Company and will be confirmed orally to UK Placees by Shore Capital or Canaccord, and each UK Placee's allocation and commitment will be evidenced by a contract note issued to such UK Placee by Shore Capital or Canaccord, the form of which will be dispatched to each UK Placee as soon as possible after its allocation of UK Placing Shares has been confirmed orally to it by Shore Capital or Canaccord. The terms of this Appendix will be deemed incorporated in that contract note.
  10. Shore Capital's or Canaccord's oral confirmation of an allocation of UK Placing Shares will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a UK Placee ), in favour of Shore Capital or Canaccord and the Company, under which it agrees to acquire the number of UK Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of incorporation and each UK Placee will be deemed to have read and understood this announcement (including this Appendix) in its entirety.
  11. Each UK Placee's allocation and commitment to subscribe for UK Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the UK Placee on behalf of which it is made and, except with Shore Capital's and Canaccord's consent, will not be capable of variation or revocation after the time at which it is submitted.
  12. Each UK Placee will have an immediate, separate, irrevocable and binding obligation, owed to Shore Capital and/or Canaccord, as agent for the Company, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of UK Placing Shares such UK Placee has agreed to acquire and the Company has agreed to allot and issue to that UK Placee.
  13. Except as required by law or regulation, no press release or other announcement will be made by Shore Capital, Canaccord or the Company using the name of any UK Placee (or its agent), in its capacity as UK Placee (or agent), other than with such UK Placee's prior written consent.
  14. Irrespective of the time at which a UK Placee's allocation(s) pursuant to the UK Placing is/are confirmed, settlement for all UK Placing Shares to be acquired pursuant to the UK Placing by UK Placees will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.
  15. All obligations under the UK Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the UK Placing' and to the Placing not being terminated on the basis referred to below under 'Right to Terminate under the Placing Agreement'.
  16. By participating in the UK Placing, each UK Placee agrees that its rights and obligations in respect of the UK Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the UK Placee.
  17. To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, none of: (a) Shore Capital, (b) Canaccord, (c) the Company, nor (d) any of their affiliates, agents, directors, officers, consultants or employees nor (e) to the extent not contained within (a), (b), (c) or (d), any person connected with Shore Capital, Canaccord or the Company as defined in the Financial Services and Markets Act 2000 ((d) and (e) being together 'Affiliates' and individually an 'Affiliate') shall have any liability (including to the extent permissible by law, any fiduciary duties) to UK Placees or to any other person whether acting on behalf of a UK Placee or otherwise. In particular, none of Shore Capital, Canaccord, the Company nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Shore Capital or Canaccord's conduct of the UK Placing or of such alternative method of effecting the UK Placing as Shore Capital, Canaccord and the Company may agree. Nothing in this Appendix shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Conditions of the UK Placing

The UK Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Shore Capital and Canaccord under the Placing Agreement are conditional, inter alia, on:

  1. the warranties on the part of the Company contained in the Placing Agreement being true and accurate on and as of the date of the Placing Agreement and on Admission;
  2. the fulfilment by the Company in all material respects of its obligations under the Placing Agreement to the extent that such obligations fail to be performed prior to Admission;
  3. the Company delivering, by no later than 3.00 p.m. (London time) on the dealing day immediately prior to the expected date of Admission (but dated the day of such Admission), to Shore Capital and Canaccord a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement were untrue, inaccurate or misleading in any material respect when made or would cease to be true and accurate or would become misleading in any material respect were it to be repeated by reference to the facts and circumstances subsisting as at immediately prior to such Admission;
  4. receipt of the conditional acceptance of the TSX of the UK Placing and Canadian Private Placement in accordance with Part VI of the TSX Company Manual subject to the fulfilment of certain requirements of the TSX;
  5. the completion of the Canadian Private Placement;
  6. the obligations of Shore Capital and Canaccord not having been terminated pursuant to the Placing Agreement and the Placing Agreement otherwise becoming unconditional; and
  7. Admission occurring not later than 8.00 a.m. (London time) on or around December, 14, 2022 (or such later date as the Company, Shore Capital and Canaccord may agree, in any event being no later than the Long Stop Date).

If (a) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or to the extent permitted under the Placing Agreement, waived by Shore Capital and Canaccord) by the relevant time or date specified in the Placing Agreement (or such later time or date as Shore Capital and Canaccord may notify to the Company), or (b) the Placing Agreement is terminated in the circumstances specified below, the UK Placing will not proceed and each UK Placee's rights and obligations hereunder shall cease and terminate at such time and each UK Placee agrees that no claim may be made by or on behalf of a UK Placee (or any person on whose behalf the UK Placee is acting) in respect thereof. Neither Shore Capital, Canaccord, the Company nor any of their respective Affiliates shall have any liability to any UK Placee (or to any other person whether acting on behalf of a UK Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the UK Placing generally. UK Placees will have no rights against Shore Capital, Canaccord, the Company or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Shore Capital and Canaccord may waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect UK Placees' commitments as set out in this Announcement.

By participating in the UK Placing, each UK Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under 'Right to Terminate under the Placing Agreement' and will not be capable of rescission or termination by the UK Placee.

No commissions will be paid to UK Placees or by UK Placees in respect of any UK Placing Shares.‎

Right to Terminate under the Placing Agreement

Shore Capital and Canaccord may, at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company in certain circumstances, including if they become aware that, inter alia:

  1. any of the warranties in the Placing Agreement was untrue, inaccurate or misleading, in each case, when given on the date of the Placing Agreement and/or that any of the warranties has ceased or is likely at Admission to be untrue, inaccurate or misleading;
  2. any statement contained in this Announcement, or certain of the other documents delivered in relation to theUK Placing, is or has become untrue, incorrect or misleading in each case in any respect;
  3. the Company has failed in any material respect to comply with its ‎obligations under the Placing Agreement, MAR, FSMA, the AIM Rules, or the ‎AIM Mining, Oil & Gas Companies Note in respect of the Placing or ‎Admission and which is material in the context of the UK Placing and/or ‎Admission;
  4. a material adverse change in the financial position or prospects of the ‎Group (taken as a whole) has occurred or appears likely to occur; or
  5. any one of a number of force majeure events specified in the Placing Agreement occurs,

and such events would in the reasonable opinion of Shore Capital and Canaccord be likely to materially prejudice the outcome of the UK Placing, and that it is, as a result of such matter, inappropriate to proceed with the UK Placing.

By participating in the UK Placing, each UK Placee agrees with Shore Capital and Canaccord that the exercise by Shore Capital and Canaccord of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Shore Capital and Canaccord and that Shore Capital and Canaccord need not make any reference to the UK Placees in this regard and that, to the fullest extent permitted by law, neither Shore Capital nor Canaccord shall have any liability whatsoever to the UK Placees in connection with any such exercise.

No Admission Document or Prospectus

The UK Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority or the London Stock Exchange in relation to theUK Placing and no such offering document, admission document or prospectus is required to be published and commitments made by UK Placees will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service ('Publicly Available Information') (save that in the case of Publicly Available Information, a UK Placee's right to rely on that information is limited to the right that such UK Placee would have as a matter of law in the absence of this paragraph). Each UK Placee, by accepting a participation in the UK Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Shore Capital, Canaccord and the Company that it has neither received nor relied on any other information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or Shore Capital or Canaccord (other than the amount of the relevant UK Placing participation in the oral confirmation given to UK Placees and the trade confirmation referred to below), any of their Affiliates or any persons acting on their behalf and none of Shore Capital, Canaccord or the Company nor any of their Affiliates nor any persons acting on their behalf will be liable for the decision of any UK Placee to participate in the UK Placing based on any other information, representation, warranty or statement which the UK Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons), and if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Shore Capital, Canaccord, the Company or their respective officers, directors, employees or agents.

By participating in the UK Placing, each UK Placee acknowledges to and agrees with Shore Capital and Canaccord for themselves and as agents for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the UK Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. None of the Company, Shore Capital or Canaccord are making any undertaking or warranty to any UK Placee regarding the legality of an investment in the UK Placing Shares by such UK Placee under any legal, investment or similar laws or regulations. Each UK Placee should not consider any information in this Announcement to be legal, tax or business advice. Each UK Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the UK Placing Shares.

Registration and Settlement

UK Placees will receive their UK Placing Shares (ISIN: CA89156L1085) following Admission within the system administered by Euroclear UK & Ireland ('CREST'), subject to certain exceptions. Shore Capital and/or Canaccord reserve the right to require settlement for and delivery of the UK Placing Shares to UK Placees in certificated form or by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the UK Placee's jurisdiction. Each UK Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Shore Capital or Canaccord in accordance with the standing CREST settlement instructions which they have in place with Shore Capital or Canaccord.

In order to enable UK Placees to settle their securities through CREST, the Company has appointed Link Market Services Trustees Limited to act as a depositary (the 'Depositary') to hold the Common Shares and issue dematerialised depositary interests representing the underlying Common Shares ('Depositary Interests'). The Depositary will hold the Common Shares on trust for the relevant shareholders and this trust relationship is documented in a deed poll executed by the Depositary on 22 March 2021 (the 'Deed Poll'). The Deed Poll set(s) out the procedure for holders of Depositary Interests to vote at general meetings of Touchstone and to exercise other procedural shareholder rights, which will be transferred to the Depositary with the Common Shares.

The Depositary Interests will be independent English securities and will be held on a register maintained by the Depositary. The Depositary Interests will have the same security code and ISIN number as the underlying Common Shares which they represent and will not require a separate admission to AIM.

Each UK Placee allocated UK Placing Shares in the UK Placing will be sent a trade confirmation stating the number of UK Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such UK Placee to Shore Capital or Canaccord and settlement instructions.

Interest is chargeable daily on payments not received from UK Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.

Each UK Placee is deemed to agree that if it does not comply with these payment obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such UK Placing Shares to such UK Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such UK Placing Shares to the fullest extent permitted under its articles of incorporation or otherwise by law and to the extent that such UK Placee then has any interest in or rights in respect of any such UK Placing Shares; (iii) the Company, Shore Capital or Canaccord may sell (and each of them is irrevocably authorised by such UK Placee to do so) all or any of such UK Placing Shares on such UK Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Shore Capital and/or Canaccord: (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any UK Placing Shares; (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such UK Placing Shares on such UK Placee's behalf; and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such UK Placee shall remain liable to the Company and to Shore Capital and/or Canaccord (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it: (a) not receiving payment in full for such UK Placing Shares by the required time; and/or (b) the sale of any such UK Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. By communicating a bid for UK Placing Shares, each UK Placee confers on Shore Capital, Canaccord and the Company such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Shore Capital, Canaccord and/or the Company lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any UK Placing Shares shall not pass to the relevant UK Placee until it has fully complied with its obligations hereunder.

If UK Placing Shares are to be delivered to a custodian or settlement agent, the UK Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as UK Placing Shares are registered in the UK Placee's name or that of its nominee or in the name of any person for whom the UK Placee is contracting as agent or that of a nominee for such person, such UK Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the UK Placing Shares, none of Shore Capital, Canaccord or the Company shall be responsible for the payment thereof. UK Placees (or any nominee or other agent acting on behalf of a UK Placee) will not be entitled to receive any fee or commission in connection with the UK Placing.

It is expected that settlement will be on 14 December 2022 on a delivery versus payment basis in accordance with the instructions given to the Joint Bookrunners.

Resale Restrictions

The certificates representing the UK Placing Shares or the ownership statement issued under a direct registration system or other electronic book-entry system shall bear a restrictive legend in the following form (and with the necessary information inserted) in accordance with applicable Canadian securities laws and the policies of the TSX indicating that the resale of such securities is restricted:

'UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE 15 APRIL 2022.'

'The securities represented by this certificate are listed on the Toronto Stock Exchange ('TSX'); however, the said securities cannot be traded through the facilities of TSX since they are not freely transferable, and consequently any certificate representing such securities is not 'good delivery' in settlement of transactions on TSX.'

Representations and Warranties

By participating in the UK Placing, each UK Placee (and any person acting on such UK Placee's behalf):

  1. represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the UK Placing will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings as referred to and included in this Announcement (including this Appendix) and

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