REG - Touchstone Explrtn. - Initial Results of Fundraise

Touchstone ExplorationAnnouncement

05/06/2026 07:00

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RNS Number : 1815H  Touchstone Exploration Inc.  05 June 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF TOUCHSTONE EXPLORATION INC. IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). IN ADDITION,
MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN ‎THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH
‎INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
‎INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL ‎THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.‎

 

 

TOUCHSTONE EXPLORATION INC.

 

INITIAL RESULTS OF FUNDRAISE

 

CALGARY, ALBERTA (June 5, 2026) - Touchstone Exploration Inc. ("Touchstone" or
the "Company") (TSX, LSE: TXP) is pleased to announce that, further to the
Company's announcement dated June 4, 2026 regarding the Fundraise (the
"Fundraise Announcement"), the Company has initially raised aggregate gross
proceeds (before expenses) of US$10.9 million (approximately £8.1 million and
C$15.0 million) at the Issue Price of 7 pence per New Common Share (equivalent
to approximately C$0.13 per New Common Share).

 

Of the aggregate gross proceeds raised to date, approximately US$10.3 million
(approximately £7.7 million and C$14.3 million) is being subscribed for by
the Company's largest shareholder, Purebond Limited ("Purebond"), by way of
the aggregate of the First Tranche Subscription Shares and the Debt Securities
(each as defined in the Fundraise Announcement, which also provides further
details of the Subscription Agreement).

 

The WRAP Offer remains open for participation and a further announcement will
be made upon its closing confirming, inter alia, the final aggregate number of
New Common Shares to be issued, allocations to Purebond, and related party
transaction disclosures.

 

Canaccord Genuity Limited acted as Nominated Adviser and Lead Bookrunner and
Cavendish Capital Markets Limited acted as a Joint Bookrunner in connection
with the Placing. Canaccord Genuity Corp. acted as Canadian Adviser in respect
of the LIFE Offering.

 

Admission and Total Voting Rights

 

Application will be made to AIM for the First Tranche Subscription Shares, the
Placing Shares, and the LIFE Offering Shares to be admitted to trading on AIM
("First Admission") and the TSX to list the New Common Shares. First Admission
is expected to occur on or around June 10, 2026.

 

The LIFE Offering Shares will be immediately freely tradable in Canada
pursuant to the Listed Issuer Financing Exemption.

A further announcement will be made following the close of the WRAP Offer,
which will include the total voting rights in the Company's share capital at
First Admission, pursuant to the admission of the First Tranche Subscription
Shares, the Placing Shares, the LIFE Offering Shares and the WRAP Offer
Shares.

 

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Fundraise Announcement.

 

Touchstone Exploration Inc.

 

Touchstone Exploration Inc. is a Calgary, Alberta based company engaged in the
business of acquiring interests in petroleum and natural gas rights and the
exploration, development, production and sale of petroleum and natural gas.
Touchstone is currently active in onshore properties located in the Republic
of Trinidad and Tobago. The Company's common shares are traded on the Toronto
Stock Exchange and the AIM market of the London Stock Exchange under the
symbol "TXP". For further information about Touchstone, please visit our
website at www.touchstoneexploration.com
(http://www.touchstoneexploration.com) or contact:

 

Touchstone Exploration Inc.

Paul R. Baay, President and Chief Executive Officer
Tel: +1 (403) 750-4487

Scott Budau, Chief Financial Officer

Brian Hollingshead, EVP Engineering and Business Development

 

Canaccord Genuity (Nominated Advisor and Joint Broker)

Adam James / Charlie
Hammond
Tel: +44 (0) 207 523 8000

Sam Lucas / Darren Furby

 

Cavendish Capital Markets Limited (Joint Broker)

Neil McDonald / Derrick Lee / Graham
Hall                                Tel: +44
(0) 131 220 6939

 

FTI Consulting (Financial PR)

Nick Hennis / Ben
Brewerton
Tel: +44 (0) 203 727 1000

Email: touchstone@fticonsulting.com (mailto:touchstone@fticonsulting.com)

 

 

Advisories

 

Certain information contained in this announcement would have been deemed
inside information as stipulated under the UK version of the EU Market Abuse
Regulation (2014/596) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented from time to time, until
the release of this announcement.

 

Exchange Rates

 

For reference purposes in this announcement, one British pound has been
converted into United States dollars at a rate of 1.00 to US$1.3426 and
Canadian dollars at a rate of 1.00 to C$1.8640 as set out in the Fundraise
Announcement.

 

Forward-looking Statements

 

The information provided in this announcement contains certain forward-looking
statements and information (collectively, "forward-looking statements") within
the meaning of applicable securities laws. Such forward-looking statements
include, without limitation, forecasts, estimates, expectations, and
objectives for future operations that are subject to assumptions, risks, and
uncertainties, many of which are beyond the control of the Company.
Forward-looking statements are statements that are not historical facts and
are generally, but not always, identified by the words expect", "believe",
"estimate", "potential", "anticipate", "forecast", "pursue", "aim", "intends"
and similar expressions, or are events or conditions that "will", "would",
"may", "could" or "should" occur or be achieved. The forward-looking
statements contained in this announcement speak only as of the date hereof and
are expressly qualified by this cautionary statement.

 

Specifically, this announcement includes, but is not limited to,
forward-looking statements relating to: the UK Placing, the WRAP Offer, the
Canadian LIFE Offering and the Subscription, including the size, pricing and
timing thereof, the type of securities being offered thereunder (including any
Debt Securities), the investors participating therein, the intended use of
proceeds therefrom (including with respect to future exploration, development
and production activities and the locations thereof), the conditions and
approvals required and applications being filed in connection therewith; the
Company's business plans, strategies, priorities and development plans; and
Touchstone's current and future financial position, including the Company's
liquidity and the sufficiency of resources to fund current obligations and
future capital expenditures. The Company's actual decisions, activities,
results, performance, or achievement could differ materially from those
expressed in, or implied by, such forward-looking statements and accordingly,
no assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur or, if any of them do, what
benefits that Touchstone will derive from them.

 

Although the Company believes that the expectations and assumptions on which
the forward-looking statements are based are reasonable, undue reliance should
not be placed on the forward-looking statements because the Company can give
no assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of factors and
risks. Certain of these risks are set out in more detail in the Company's 2025
Annual Information Form dated March 30, 2026 which is available on the
Company's profile on SEDAR+ (www.sedarplus.ca (http://www.sedarplus.ca/) ) and
website (www.touchstoneexploration.com (http://www.touchstoneexploration.com/)
). The forward-looking statements contained in this announcement are made as
of the date hereof, and except as may be required by applicable securities
laws, the Company assumes no obligation or intent to update publicly or revise
any forward-looking statements made herein or otherwise, whether as a result
of new information, future events or otherwise.

 

Important Notice to Investors

 

No prospectus or admission document has been or will be filed, published, or
made available in connection with the matters described in this announcement.

 

Members of the public are not eligible to take part in the Placing. In any EEA
Member State, this announcement is only addressed to and directed at persons
in such member states who are qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation") including any implementing measure in any member state
("Qualified Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at persons who are qualified investors within
the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions
to Trading Regulations 2024 ("POATR") and who (i) are persons who have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (ii) are persons who are high
net worth entities falling within Article 49(2)(a) to (d) of the Order, and
(iii) to persons to whom it may otherwise be lawful to communicate it to (all
such persons being referred to as "Relevant Persons"). Any investment or
investment activity to which this announcement relates is available only to
Relevant Persons and will be engaged in only with such persons. Other persons
should not rely or act upon this announcement or any of its contents. This
announcement must not be acted on or relied on by persons who are not Relevant
Persons. Persons distributing this announcement must satisfy themselves that
it is lawful to do so. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This announcement does not itself constitute an
offer for sale or subscription of any securities in the Company.

 

All offers of the Placing Shares in the EEA and the United Kingdom will be
made pursuant to an exemption under the EU Prospectus Regulation and POATR
(respectively) from the requirement to produce a prospectus. In the United
Kingdom, this announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) ("FSMA") does not require the approval of the announcement
by an authorised person.

 

Neither this announcement nor any copy of it may be taken or transmitted,
published or distributed, directly or indirectly, in whole or in part, in,
into or from the United States of America (including its territories and
possessions, any state of the United States of America (the "United States" or
the "US")), Australia, Japan or the Republic of South Africa or transmitted,
distributed to, or sent by, any national or resident or citizen of any such
countries or any other jurisdiction where to do so would constitute a
violation of the relevant securities laws of such jurisdiction (each a
"Restricted Jurisdiction"). Any failure to comply with this restriction may
constitute a violation of United States, Australian, Japanese, or South
African securities laws.

 

This announcement does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for any shares or other securities in any Restricted Jurisdiction or
in Canada. The Fundraise and the distribution of this announcement and other
information in connection with the Fundraise and Admission in certain
jurisdictions may be restricted by law and persons into whose possession this
announcement and any document or other information referred to herein comes
should inform themselves about and observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

The Offer Shares are not being offered or sold in Canada, and no securities
commission or similar authority in any jurisdiction of Canada has in any way
reviewed or passed upon the merits of the Offer Shares or reviewed this
announcement, and any representation to the contrary is an offence. The
Company is relying on an exemption from the requirements under the Securities
Act (Alberta) to provide prospective purchasers of the Offer Shares with a
prospectus and, as a consequence of purchasing the Offer Shares pursuant to
such exemption, certain protections, rights and remedies provided by the
Securities Act (Alberta), including statutory rights of rescission or damages
will not be available to it.

 

The Offer Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "US Securities Act") or under
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The Offer Shares have not
been and will not be approved or disapproved by the United States Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Fundraise or the accuracy or
adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may or should be
placed for any purposes whatsoever on the information contained in this
announcement or its accuracy, completeness, or fairness. The information in
this announcement is subject to change. However, the Company does not
undertake to provide the recipient of this announcement with any additional
information, or to update this announcement or to correct any inaccuracies,
and the distribution of this announcement shall not be deemed to be any form
of commitment on the part of the Company to proceed with the Placing or the
WRAP Offer or any transaction or arrangement referred to in this announcement.

 

For the purposes of UK MAR and Article 2 of the binding technical standards
published by the Financial Conduct Authority in relation to MAR as regards
Commission Implementing Regulation (EU) 2016/1055, the person responsible for
the release of this announcement is Paul Baay (President and Chief Executive
Officer).

 

Canaccord Genuity Limited ("Canaccord") which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting as Nominated
Adviser and Lead Bookrunner for Touchstone and for no-one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than Touchstone for providing the protections afforded to clients
of Canaccord, or for providing advice in relation to any matter referred to
herein.

 

Cavendish Capital Markets Limited ("Cavendish") which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as a Joint Bookrunner for Touchstone and for no-one else in connection with
the subject matter of this announcement and will not be responsible to anyone
other than Touchstone for providing the protections afforded to clients of
Cavendish, or for providing advice in relation to any matter referred to
herein.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by either Canaccord or Cavendish or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.

 

Neither Canaccord nor Cavendish, nor any of their subsidiaries or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Canaccord or Cavendish (as the case may
be) in connection with this announcement, any statement contained herein or
otherwise.

 

No statement in this announcement is intended to be a profit forecast or
estimate, and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The Offer Shares to be issued pursuant to the Fundraise will not be admitted
to trading on any stock exchange other than on AIM and the TSX.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

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