Results of 2026 Annual and Special Meeting

Touchstone Exploration Inc.

23 July 2026

 

RESULTS OF 2026 ANNUAL AND SPECIAL MEETING

CALGARY, ALBERTA (July 23, 2026) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, AIM: TXP) announces that all matters put before shareholders at the Company's 2026 annual and special meeting of shareholders (the "Meeting"), held virtually on July 23, 2026, were duly approved. A total of 82,383,533 common shares were voted at the Meeting, representing 25.37% of the common shares eligible to vote.

At the Meeting, shareholders approved the following:

1.   An ordinary resolution to fix the number of directors to be elected at the Meeting at seven, with 93.75% of the common shares represented at the Meeting voting in favour.

2.   Each of the nominees proposed for election was duly elected as a director of Touchstone. The number and percentage of common shares represented at the Meeting voting for, and withheld from voting for, each nominee were as follows:

Director Nominee	Votes For		Votes Withheld
	Number	Percent (%)	Number	Percent (%)
Paul R. Baay	68,735,393	88.73	8,727,771	11.27
Bhupendra Kansagra	70,846,919	91.46	6,616,245	8.54
Dr. Priya Marajh	70,899,259	91.53	6,563,905	8.47
Kenneth R. McKinnon	70,275,291	90.72	7,187,873	9.28
Peter Nicol	70,770,584	91.36	6,692,580	8.64
Beverley Smith	69,486,721	89.70	7,976,443	10.30
Stanley T. Smith	69,490,650	89.71	7,972,514	10.29

3.   An ordinary resolution appointing Ernst & Young LLP, Chartered Professional Accountants, of Calgary, Alberta, as auditors of Touchstone for the ensuing year at a remuneration to be determined by the Company's board of directors, with 94.70% of the common shares represented at the Meeting voting in favour.

4.   An ordinary resolution approving and authorizing all common shares that may be issuable pursuant to unallocated awards under the Company's omnibus incentive compensation plan, with 91.51% of the common shares represented at the Meeting voting in favour.

5.   An ordinary resolution approving and authorizing the issuance of up to 63,555,276 common shares to JJR Wood Holdings Inc. in connection with the Company's August 8, 2025 convertible debenture, including common shares issuable upon conversion, upon the exercise of warrants, and, if applicable, in settlement of interest, including the requisite approval of disinterested shareholders, with 92.53% of the common shares represented at the Meeting voting in favour.

6.   An ordinary resolution approving and authorizing (i) the repayment in full of the Company's non-convertible debenture (the "Purebond Debenture") held by Purebond Limited ("Purebond"), and (ii) the issuance of up to 89,765,000 additional common shares to Purebond pursuant to Purebond's resubscription, including the requisite approval of disinterested shareholders, with 72.07% of the common shares represented at the Meeting voting in favour.

Full voting results on all matters considered at the Meeting are available under Touchstone's profile on SEDAR+ at www.sedarplus.ca.

Purebond Debenture Repayment and Subscription

In connection with item 6 above, the repayment of the Purebond Debenture and the issuance of 89,765,000 common shares to Purebond are expected to occur on July 24, 2026, provided that completion of such repayment/settlement and share issuance remains subject to the receipt of all necessary regulatory approvals (including approval of the Toronto Stock Exchange ("TSX")).

Application has been made for the 89,765,000 new common shares ("New Common Shares") to be admitted to trading on the AIM market of the London Stock Exchange and listed on the TSX. Subject to the receipt of required regulatory approvals, admission of the New Common Shares is expected to take place at or around 8:00 a.m. (BST) on July 28, 2026, and listing on the TSX is expected to occur at market open on July 28, 2026.

Following admission of the New Common Shares, the Company will have 441,129,939 common shares issued and outstanding. Shareholders may use this figure as the denominator for the calculations by which they determine whether they are required to notify the Company of their interest, or a change in their interest, under the FCA's Disclosure Guidance and Transparency Rules.

Director / Shareholder holding in the Company

Upon admission, Purebond will hold an aggregate of 160,000,000 common shares, representing approximately 36.3% of the issued and outstanding common shares on an undiluted basis. Purebond is a UK registered entity controlled and managed by, and for the benefit of, the Kansagra family pursuant to a discretionary trust. Mr. Bhupendra Kansagra, Non-Executive Director of the Company, therefore has a partial indirect economic interest in Purebond.

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]

Advisory Regarding Forward-looking Statements

The information provided in this announcement contains certain 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 "expect", "believe", "estimate", "potential", "anticipate", "forecast", "pursue", "aim", "intend" and similar expressions, or are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. The forward-looking statements contained in this announcement speak only as of the date hereof and are expressly qualified by this cautionary statement.

Specifically, this announcement includes, but is not limited to, forward-looking statements relating to the expected issuance of the New Common Shares and the date thereof; the anticipated receipt of required regulatory approvals to issue the New Common Shares; and the expected timing of admission and trading of the New Common Shares on AIM and the TSX. 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 Touchstone will derive from them.

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 2025 Annual Information Form dated March 30, 2026, which is available on the Company's profile on SEDAR+ (www.sedarplus.ca) and website (www.touchstoneexploration.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 or 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.

 

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