Touchstone Exploration Inc. Final Results of Fundraise and of Wrap Retail Offer

Executive Summary

• Touchstone Exploration Inc. has completed its multi-channel fundraise, securing US$10.9 million in gross proceeds before expenses.
• The transaction includes the issuance of 26,631,330 new common shares at 7 pence/C$0.13 per share, alongside unsecured non-convertible debt securities issued to related party Purebond Limited.
• New shares are scheduled for admission to trading on the London Stock Exchange's AIM market and the Toronto Stock Exchange (TSX) on June 10, 2026, pending regulatory approvals.

Key Details

• Gross Proceeds: US$10.9 million (£8.1 million, C$15.1 million) before expenses.
• Proceeds Breakdown: ~US$1.9 million from Purebond Limited subscription; ~US$8.4 million from unsecured non-convertible Debt Securities issued to Purebond; ~US$0.6 million from the Placing, LIFE Offering, and WRAP Retail Offer.
• Shares Issued: 26,631,330 new common shares.
• Issue Price: 7 pence and C$0.13 per new common share.
• Dilution: Represents approximately 8.2% of the company's issued share capital prior to the fundraise.
• Purebond Subscription: 20,235,000 shares subscribed for ~US$1.9 million (£1.4 million, C$2.6 million).
• Debt Securities: Unsecured, non-convertible instruments issued to Purebond for ~US$8.4 million (£6.3 million, C$11.7 million); explicitly noted as not issued at the standard Issue Price.
• Debt Conversion/Repayment Terms: Subject to shareholder approval at the 2026 annual general and special meeting (~July 23, 2026) and regulatory approvals (including TSX), the debt is expected to be repaid in full with proceeds redirected to subscribe for common shares. If required approvals are not obtained, the debt remains outstanding per its terms.
• Related Party Transaction: Purebond is a substantial shareholder. A Special Committee of independent directors (excluding Mr. Kansagra and Mr. Baay) reviewed the transaction and deemed terms fair and reasonable. The company relies on MI 61-101 exemptions from minority approval requirements for both the share issuance and debt issuance.
• Post-Transaction Ownership: Purebond is expected to hold ~19.99% of issued share capital post-admission, increasing to ~36.3% if debt is converted to shares.
• Exchange Admission: First Admission on AIM and TSX listing expected at market open on June 10, 2026.
• Post-Admission Share Capital: 351,364,939 common shares outstanding immediately following First Admission.
• Use of Proceeds: Capital to fund future exploration, development, and production activities.