Amended loan agreement to support acquisition
Touchstone amends loan agreement to support $28.5m Trinidad acquisition, securing $30m new facility.
- New term loan facility $30 million
- Acquisition total consideration approximately $28.5 million
- Cash payment for acquisition $23 million
- Current outstanding debt $33.5 million
- Term loan facility term six years
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CALGARY, ALBERTA (May 13, 2025) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces that its wholly owned Trinidadian subsidiary, Touchstone Exploration (Trinidad) Ltd. ("TETL"), has entered into a Fourth Amended and Restated Loan Agreement (the "Amended Loan Agreement") with its existing Trinidad-based lender.
As previously disclosed, on December 12, 2024, TETL entered into a Share Purchase Agreement (the "SPA") to acquire 100 percent of the share capital of a Trinidadian company from a third party (the "Acquisition"). Upon closing, TETL will pay $23 million in cash, in addition to the acquired entity's December 31, 2024 cash and abandonment fund balances, subject to purchase price adjustments. The total estimated consideration is approximately $28.5 million. Completion of the Acquisition remains subject to the satisfaction or waiver of certain outstanding conditions precedent.
Touchstone currently has $33.5 million in outstanding debt across its two term loan facilities and revolving loan facility. On May 12, 2025, TETL executed the Amended Loan Agreement, which includes the following key terms:
- a new $30 million six-year non-revolving term loan facility, with no principal payments due in the first eleven months, followed by twenty-one equal quarterly repayments;
- revised financial covenants; and
- a two-year extension of the maturity date of the existing revolving loan facility, with optional two-year renewal periods subject to mutual agreement.
Touchstone intends to draw the full $30 million under the new term facility to finance the Acquisition and meet obligations under the amended lending arrangements.
In connection with the revised financing arrangement, the parties to the SPA have agreed to extend the Acquisition's long-stop date to May 16, 2025. The parties must satisfy or waive all remaining conditions precedent by this date, with closing to occur on a mutually agreed date thereafter.
Touchstone Exploration Inc.
Touchstone Exploration Inc.
Paul Baay, President and Chief Executive Officer Tel: +1 (403) 750-4405
Scott Budau, Chief Financial Officer
James Shipka, EVP Asset Development and HSE
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 / Charlie Hammond Tel: +44 (0) 207 523 8000
FTI Consulting (Financial PR)
Nick Hennis / Ben Brewerton / Lucy Wigney Tel: +44 (0) 203 727 1000
Advisory Regarding Forward-looking Statements
Specifically, this announcement includes, but is not limited to, forward-looking statements relating to: the Company's business plans, strategies, priorities and development plans; the Company's Acquisition, including the Company's expectation that the Acquisition will close, the timing thereof, and the benefits to be derived therefrom; and Touchstone's current and future financial position, including the sufficiency of resources to fund future capital expenditures and maintain financial liquidity. The Company's actual decisions, activities, results, performance, or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that Touchstone will derive from them.
For further information regarding the Acquisition and the related advisories thereto (which are incorporated by reference herein), refer to the Company's news release dated May 7, 2025 entitled "Touchstone Exploration Announces Private Placement and an Acquisition Financing Update", which is available online under Touchstone's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.touchstoneexploration.com).
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.