Touchstone investor JJR acquires debenture, warrants

Executive Summary

• JJR Wood Holdings Inc., controlled by Jeffrey Wood, acquired a $12.5 million USD secured convertible debenture and 6.25 million common share purchase warrants in Touchstone Exploration Inc. as part of a non-brokered private placement.
• The acquisition triggers early warning reporting requirements under National Instruments 62-103 and 62-104, indicating a significant change in beneficial ownership or control potential.
• Upon full conversion of the debenture and exercise of the warrants, Mr. Wood would hold approximately 19.78% of Touchstone Exploration Inc.'s issued and outstanding common shares.

Key Details

• Acquirer: JJR Wood Holdings Inc. (beneficially owned and controlled by Jeffrey Wood).
• Target: Touchstone Exploration Inc.
• Transaction Date: August 13, 2025.
• Asset Acquired:
  • Principal amount: $12.5 million (U.S.).
  • Instrument: Secured convertible debenture.
  • Warrants: 6.25 million common share purchase warrants.
• Pre-Transaction Ownership:
  • Common shares: 644,860 (approx. 0.25% of issued and outstanding shares on undiluted and partially diluted bases).
• Post-Transaction Ownership (Current):
  • Common shares: 644,860.
  • Warrants: 6.25 million.
  • Debenture: $12.5 million USD.
  • Total percentage (undiluted): Approx. 0.25%.
• Potential Post-Conversion Ownership:
  • If the debenture is converted in full and warrants are exercised, Mr. Wood would own 64,200,136 common shares.
  • This represents approximately 19.78% of the issued and outstanding common shares (after giving effect to the conversion and exercise).
• Strategic Intent: Mr. Wood stated he has a long-term view of the investment and may acquire additional securities on the open market or through private acquisitions, or sell shares depending on market conditions and plan reformulation.
• Regulatory Context: The release is issued pursuant to National Instruments 62-103 (Early Warning System) and 62-104 (Take-over Bids and Issuer Bids).