Star Metro - Touchstone Exploration INC. Initial Results Of Fundraise

CALGARY, AB / ACCESS Newswire / June 5, 2026 / Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX:TXP)(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 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: [email protected]

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) and website (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 statementsmade 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.

SOURCE: Touchstone Exploration, Inc.

View the original press release on ACCESS Newswire

T.Murray--SMC