Grant Of Long-term Share Awards
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CALGARY, ALBERTA (July 19, 2024) - Touchstone Exploration Inc. ("Touchstone" or the "Company") reports that the Company granted its non-executive directors, executive officers and key employees share awards on July 12, 2024 as part of its long-term compensation program.
The Company issued 1,447,780 restricted share units ("RSUs") and 1,397,780 performance share units ("PSUs") under its shareholder approved omnibus incentive compensation plan to its executive officers and key employees. The RSUs vest one third on each of the next three anniversaries of the grant date and the number of share awards are fixed. The PSUs vest on June 11, 2027 and the number of share awards are variable. Each award may, in the Board of Director's ("Board") sole discretion, entitle the holder to be issued the number of Company common shares designated in the award or payment in cash. If paid in cash, the plan participant will receive a cash payment based on the fair value of the underlying common shares on the applicable vesting date. The number of RSUs and PSUs may be adjusted for dividend equivalents from the grant date at the discretion of the Board.
PSUs are subject to a performance multiplier. This multiplier, ranging from zero to 1.75, will be applied to the original PSU awards granted on vesting and is dependent on the performance of the Company relative to predefined corporate performance measures set by the Board for the three-year vesting period.
In accordance with its long-term director compensation plan, the Company issued 977,332 deferred share units ("DSUs") to its non-executive directors. The DSUs fully vest on the grant date but are only available for redemption when the director ceases to be a member of the Board. Awards are settled in cash as determined by the value of the underlying common shares and may be adjusted based on dividend equivalents from the grant date at the discretion of the Board.
The annual grants were awarded to the following recipients:
| Recipient | Number of RSUs |
|---|---|
| Paul R. Baay, Director, President and Chief Executive Officer | 291,667 |
| Scott Budau, Chief Financial Officer | 185,000 |
| Brian Hollingshead, EVP, Engineering and Business Development | 139,473 |
| James Shipka, EVP, Asset Development and HSE | 185,000 |
| Employees | 646,640 |
| Total | 1,447,780 |
| Recipient | Number of PSUs |
| Paul R. Baay, Director, President and Chief Executive Officer | 291,667 |
| Scott Budau, Chief Financial Officer | 185,000 |
| Brian Hollingshead, EVP, Engineering and Business Development | 139,473 |
| James Shipka, EVP, Asset Development and HSE | 185,000 |
| Employees | 596,640 |
| Total | 1,397,780 |
| Recipient | Number of DSUs |
| Jenny Alfandary, Non-Executive Director | 108,333 |
| Priya Marajh, Non-Executive Director | 108,333 |
| Kenneth R. McKinnon, Non-Executive Director | 132,500 |
| Peter Nicol, Non-Executive Director | 122,833 |
| Beverley Smith, Non-Executive Director | 122,833 |
| Stanley T. Smith, Non-Executive Director | 132,500 |
| Harrie Vredenburg, Non-Executive Director | 108,333 |
| John D. Wright, Non-Executive Director | 141,667 |
| Total | 977,332 |
Touchstone Exploration Inc.
Touchstone Exploration Inc.
- Paul Baay, President and Chief Executive Officer Tel: +1 (403) 750-4487
- Scott Budau, Chief Financial Officer
Shore Capital (Nominated Advisor and Joint Broker)
Daniel Bush / Toby Gibbs / Tom Knibbs Tel: +44 (0) 207 408 4090
Canaccord Genuity (Joint Broker)
Adam James / Anna Ercegovic Tel: +44 (0) 207 523 8000
FTI Consulting (Financial PR)
Nick Hennis / Ben Brewerton Tel: +44 (0) 203 727 1000
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1. Paul R. Baay 2. Scott Budau 3. Brian Hollingshead 4. James Shipka 5. Paul R. Baay 6. Scott Budau 7. Brian Hollingshead 8. James Shipka 9. Jenny Alfandary 10. Priya Marajh 11. Kenneth R. McKinnon 12. Peter Nicol 13. Beverley Smith 14. Stanley T. Smith 15. Dr. Harrie Vredenburg 16. John D. Wright |
| 2. | Reason for the notification | |
| a) | Position/status | 1. Director, President and Chief Executive Officer 2. Chief Financial Officer 3. EVP, Engineering and Business Development 4. EVP, Asset Development and HSE 5. Director, President and Chief Executive Officer 6. Chief Financial Officer 7. EVP, Engineering and Business Development 8. EVP, Asset Development and HSE 9. Non-Executive Director 10. Non-Executive Director 11. Non-Executive Director 12. Non-Executive Director 13. Non-Executive Director 14. Non-Executive Director 15. Non-Executive Director 16. Non-Executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Touchstone Exploration Inc. |
| b) | LEI | 2138008URBSUC1J24J73 |
| a) | Description of the financial instrument, type of instrument Identification code | 1. Restricted share units over common shares of no par value in the capital of Touchstone Exploration Inc. 2. Restricted share units over common shares of no par value in the capital of Touchstone Exploration Inc. 3. Restricted share units over common shares of no par value in the capital of Touchstone Exploration Inc. 4. Restricted share units over common shares of no par value in the capital of Touchstone Exploration Inc. 5. Performance share units over common shares of no par value in the capital of Touchstone Exploration Inc. 6. Performance share units over common shares of no par value in the capital of Touchstone Exploration Inc. 7. Performance share units over common shares of no par value in the capital of Touchstone Exploration Inc. 8. Performance share units over common shares of no par value in the capital of Touchstone Exploration Inc. 9. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 10. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 11. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 12. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 13. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 14. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 15. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 16. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. CA89156L1085 |
| b) | Nature of the transactions | Grant of share units to executive directors/officers |
| c) | Prices and volumes | Effective prices Volumes 1. Nil 291,667 2. Nil 185,000 3. Nil 139,473 4. Nil 185,000 5. Nil 291,667 6. Nil 185,000 7. Nil 139,473 8. Nil 185,000 9. Nil 108,333 10. Nil 108,333 11. Nil 132,500 12. Nil 122,833 13. Nil 122,833 14. Nil 132,500 15. Nil 108,333 16. Nil 141,667 |
| d) | Aggregated information - Aggregated volume - Price | Aggregate volumes 1. 291,667 2. 185,000 3. 139,473 4. 185,000 5. 291,667 6. 185,000 7. 139,473 8. 185,000 9. 108,333 10. 108,333 11. 132,500 12. 122,833 13. 122,833 14. 132,500 15. 108,333 16. 141,667 Aggregate prices 1. Nil 2. Nil 3. Nil 4. Nil 5. Nil 6. Nil 7. Nil 8. Nil 9. Nil 10. Nil 11. Nil 12. Nil 13. Nil 14. Nil 15. Nil 16. Nil |
| e) | Date of the transaction | July 12, 2024 |
| f) | Place of the transaction | Outside a trading venue |
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