Touchstone Exploration Announces Closing of the Fundraise and Notice of AGM

Executive Summary

• Touchstone Exploration announces the closing of its previously disclosed integrated fundraise, issuing 26,631,330 new common shares and approximately US$8.4 million in unsecured non-convertible debt securities to Purebond Limited.
• The company will hold a virtual Annual and Special Meeting of Shareholders on July 23, 2026, to seek approval for a related-party transaction involving the full repayment of the Debt Securities and the resubscription of those proceeds into 89,765,000 new common shares.
• The debt-to-equity conversion is subject to shareholder and regulatory approvals and is expected to make Purebond a control person, triggering strict disinterested shareholder voting requirements under TSX rules and MI 61-101.

Key Details

• Fundraise Closing: Issuance of 26,631,330 new common shares (no par value) as part of the integrated fundraise.
• Listing Status: Shares received conditional approval for listing and trading on the Toronto Stock Exchange (TSX) and have been admitted to trading on the AIM market of the London Stock Exchange.
• Debt Issuance: Unsecured non-convertible debt securities issued to Purebond Limited with an aggregate principal amount of approximately US$8.4 million.
• Shareholder Meeting: Virtual Annual and Special Meeting scheduled for July 23, 2026, at 8:00 a.m. Mountain Time.
• Meeting Materials: Notice-and-access notification and proxy forms to be mailed to registered and beneficial shareholders on or about June 23, 2026. The 2026 Management Information Circular and 2025 audited consolidated financial statements/MD&A will be available on SEDAR+ and the company website.
• Proposed Debt-to-Equity Swap: Independent shareholders will vote on a resolution to fully repay the Debt Securities and apply the repayment proceeds to subscribe for 89,765,000 new common shares.
• Related Party Transaction: The transaction constitutes a related party transaction under Multilateral Instrument 61-101 (MI 61-101) due to Purebond's status as an insider.
• Regulatory & Voting Requirements: The repayment and resubscription require both shareholder and regulatory approvals. Purebond and other insiders/affiliates will be excluded from voting, with approval contingent on disinterested shareholders per TSX and MI 61-101 requirements.
• Control Change: The transaction is expected to result in Purebond becoming a control person of the Company.