Result of Retail Offer

Executive Summary

• Touchstone Exploration Inc. completed a retail offer on October 28, 2025 issuing 6,181,818 new common shares at £0.11 each, raising up to £0.68 million in gross proceeds.
• Combined with a private placement announced on October 24, 2025, the total aggregate gross proceeds from both transactions amount to ≈ £7.0 million (US$9.33 million).
• Subject to regulatory approvals, the newly issued shares (totaling 63,636,363) will be admitted to trading on the Toronto Stock Exchange and AIM around October 30, 2025, increasing the company’s issued share capital from 261,097,246 to 324,733,609 common shares.

Key Details

• Retail Offer Shares: 6,181,818 new common shares at an issue price of £0.11 per share.
• Maximum Gross Proceeds (Retail Offer): £0.68 million.
• Private Placement (Placing) Shares: 57,454,545 new common shares (part of the total 63,636,363 shares to be admitted).
• Total Aggregate Gross Proceeds (Retail Offer + Placing): £7.0 million (≈ US$9.33 million).
• Admission & Settlement:
• Application filed for 63,636,363 new common shares.
• Expected admission to AIM at ~08:00 a.m. London time on 2025‑10‑30, pending TSX and AIM approvals.
• Expected admission to the Toronto Stock Exchange upon settlement of the Placing, also around 2025‑10‑30.
• Post‑Admission Share Count: 324,733,609 common shares outstanding; no treasury shares will remain.
• Voting Rights: Total voting rights after admission will equal the post‑admission share count (324,733,609).
• Conditionality: Completion of both the Retail Offer and the Placing is conditional on successful admission to AIM/TSX and that the placing agreement with Shore Capital remains in force.
• Currency Note: All amounts are expressed in British pounds; conversion used for reference: £1 = US$1.40.

Notable Quotes

(No executive quotes were included in the release.)