Closing of the Fundraise and Notice of AGM

Touchstone Exploration Inc.

11 June 2026

 

CLOSING OF THE FUNDRAISE AND NOTICE OF AGM

CALGARY, ALBERTA (June 11, 2026) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces the closing of its previously announced integrated fundraise on the terms previously disclosed in the Company's announcement dated June 8, 2026.

The aggregate 26,631,330 new common shares of no par value issued in connection with the integrated fundraise have received conditional approval for listing and trading on the Toronto Stock Exchange and have been admitted to trading on the AIM market of the London Stock Exchange.

In addition, the Company has issued unsecured non-convertible debt securities (the "Debt Securities") with an aggregate principal amount of approximately US$8.4 million to Purebond Limited ("Purebond") as part of the integrated fundraise.

2026 Annual and Special Meeting of Shareholders

Touchstone's virtual Annual and Special Meeting of Shareholders (the "Meeting") will be held on Thursday, July 23, 2026 at 8:00 a.m. (Mountain Time).

Registered and beneficial shareholders will be mailed a notice-and-access notification and form of proxy on or about June 23, 2026, advising as to the electronic availability of the Meeting materials, including the 2026 Management Information Circular (the "Circular"), the 2025 audited consolidated financial statements and related Management's Discussion and Analysis. For holders of the Company's depositary interests, hard copies of the Circular and form of direction will be mailed on or about June 23, 2026.

The Meeting materials will be available under the Company's profile on SEDAR+ and on the Company's website following mailing.

Among other matters to be considered at the Meeting, independent shareholders will be asked to approve a resolution pursuant to which the Debt Securities would be repaid in full and the repayment proceeds would be applied to subscribe for 89,765,000 new common shares of the Company. Further information regarding the resolution will be included in the Circular.

As previously disclosed in the Company's June 8, 2026 announcement, Purebond's entry into the subscription agreement, together with the proposed repayment of the Debt Securities and resubscription for common shares, constitutes a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The repayment of the Debt Securities and the application of the proceeds to a subscription for common shares are subject to receipt of required shareholder and regulatory approvals.

The repayment and resubscription will result in the issuance of additional common shares to Purebond, an insider of the Company, and are expected to result in Purebond becoming a control person. The transaction will be subject to approval by disinterested shareholders in accordance with TSX requirements and MI 61-101, with Purebond and other participating insiders, and their affiliates and associates, excluded from voting.

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.

Paul R. Baay, President and Chief Executive Officer                   Tel: [phone]

Scott Budau, Chief Financial Officer

Canaccord Genuity (Nominated Advisor and Joint Broker)

Adam James / Charlie Hammond                                               Tel: [phone]

Cavendish Capital Markets Limited (Joint Broker) 

Neil McDonald / Derrick Lee / Graham Hall                                  Tel: [phone]

FTI Consulting (Financial PR)

Nick Hennis / Ben Brewerton                                                      Tel: [phone]

Email: [e-mail]

Advisories

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this announcement.

Forward-looking Information

This announcement contains certain forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking information in this announcement includes, without limitation, statements relating to the timing and occurrence of the Company's Annual and Special Meeting of Shareholders and the matters to be considered and voted on at the Meeting and the receipt of required shareholder and regulatory approvals. Forward-looking information relates to future events or future performance and is based on management's expectations and assumptions that are believed to be reasonable in the circumstances. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied by such forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. Additional information regarding certain of these risks and uncertainties is available in the Company's public disclosure filings, including those available under the Company's profile on SEDAR+. The Company undertakes no obligation to update any forward-looking information except as required by applicable law.

 

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