Southern Energy Corp. SCHEDULE 2(G) UPDATE AND NOTICE OF AGM (8112Z)
18 Mayo 2023 - 1:00AM
UK Regulatory
TIDMSOUC
RNS Number : 8112Z
Southern Energy Corp.
18 May 2023
SOUTHERN ENERGY CORP. ANNOUNCES
SCHEDULE 2(G) UPDATE AND INFORMATION REGARDING THE ANNUAL
MEETING OF SHAREHOLDERS
Calgary, Alberta - May 18, 2023 - Southern Energy Corp.
("Southern" or the "Company") (TSXV:SOU) (AIM:SOUC) (OTCQX:SOUTF)
notes, pursuant to AIM Rule 17 and Schedule 2(g) of the AIM Rules
for Companies, the announcement released by Touchstone Exploration
Inc. in relation to Paul Baay, a Non-Executive Director of the
Company.
The text of the announcement published by Touchstone yesterday
is extracted in full below:
"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 R. 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."
Annual Meeting of Shareholders
Southern's Annual Meeting of Shareholders is to be held at the
Company's offices located at Suite 2400, 333 - 7th Avenue S.W.,
Calgary, Alberta, T2P 2Z1, on Thursday, June 15, 2023 at 10:00 a.m.
(Calgary time) and by webcast via Zoom, formal notice of which is
available on the Company's website and on Sedar at
www.sedar.com.
For further information, please contact :
Southern Energy Corp.
Ian Atkinson (President and CEO) +1 587 287 5401
Calvin Yau (CFO) +1 587 287 5402
Strand Hanson Limited - Nominated & Financial
Adviser
James Spinney / James Bellman +44 (0) 20 7409 3494
Canaccord Genuity - Joint Broker
Henry Fitzgerald-O'Connor / James Asensio +44 (0) 20 7523 8000
Stifel Nicolaus Europe Limited - Joint Broker
Callum Stewart / Ashton Clanfield +44 (0) 20 7710 7600
Tennyson Securities - Joint Broker
Peter Krens / Pav Sanghera +44 (0) 20 7186 9033
Camarco
Owen Roberts / Billy Clegg / Hugo Liddy +44 (0) 20 3757 4980
About Southern Energy Corp.
Southern Energy Corp. is a natural gas exploration and
production company. Southern has a primary focus on acquiring and
developing conventional natural gas and light oil resources in the
southeast Gulf States of Mississippi, Louisiana, and East Texas.
Our management team has a long and successful history working
together and have created significant shareholder value through
accretive acquisitions, optimization of existing oil and natural
gas fields and the utilization of re-development strategies
utilizing horizontal drilling and multi-staged fracture completion
techniques.
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END
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