Touchstone to issue 6.18 million shares in retail offer

Executive Summary

• Touchstone Exploration Inc. has closed its retail offer, issuing 6,181,818 new common shares at 11 pence per share, raising £680,000.
• Combined with a previously announced private placement, the total gross proceeds from both transactions amount to £7 million (approximately $9.33 million USD).
• Admission to trading on the Toronto Stock Exchange (TSX) and the London Stock Exchange’s AIM is expected around October 30, 2025, subject to regulatory approvals.

Key Details

• Retail Offer Details:
  • Shares Issued: 6,181,818 new common shares (no par value).
  • Issue Price: 11 pence per share.
  • Gross Proceeds (Retail): £680,000.
  • Closing Date: October 28, 2025.
• Combined Financing:
  • Total Gross Proceeds: £7,000,000 (approx. $9.33 million USD).
  • Components: Retail offer (£680,000) + Private Placement announced Oct 24, 2025 (£6,320,000 implied).
• Listing and Admission:
  • Exchanges: Toronto Stock Exchange (TSX) and AIM (London Stock Exchange).
  • Total Shares for Admission: 63,636,363 new common shares (6,181,818 from retail + 57,454,545 from placing).
  • Expected Admission Date: Around October 30, 2025.
  • Conditions: Admission is conditional on final approval from TSX and AIM, and the placing agreement not being terminated.
• Share Capital Structure:
  • Pre-Transaction Shares in Issue: 261,097,246 common shares.
  • Post-Transaction Shares in Issue: 324,733,609 common shares.
  • Voting Rights: Total voting rights will be 324,733,609 following admission.
• Currency: All financial amounts are in British pounds; USD conversion rate used is £1 = $1.40 USD.