CALGARY, ALBERTA (By Touchstone, 4.Jun.2026, Words: 475) — Touchstone Exploration Inc. announced a retail offer via the Winterflood Retail Access Platform (“WRAP”) to raise up to US$1mn (approximately £0.74mn / C$1.4mn) (the “WRAP Retail Offer”) through the issue of new common shares of no par value in the capital of the Company (“Common Shares”).
Under the WRAP Retail Offer, up to 10,640,714 new Common Shares (the “WRAP Retail Offer Shares”) will be made available at a price of 7 pence (equivalent to approximately C$0.13) per share.
In addition to the WRAP Retail Offer and as announced on 4 Jun. 2026 (the “Fundraise Announcement”), the Company is also proposing to conduct a direct subscription (the “Subscription”) for new Common Shares (the “Subscription Shares”) by the Company’s largest shareholder Purebond Limited, a non-pre-emptive placing (the “Placing”) of new Common Shares (the “Placing Shares”) to certain institutional and other investors to be carried out by way of an accelerated bookbuild, a non-pre-emptive private placement (the “LIFE Offering”) of new Common Shares (the “LIFE Offering Shares”) to certain investors in Canada pursuant to the Listed Issuer Financing Exemption under applicable Canadian securities laws (the WRAP Retail Offer Shares, together with the Subscription Shares, the Placing Shares and the LIFE Offering Shares, the “New Common Shares”), to raise gross proceeds of between US$10mn and US$15mn (between approximately £7.4mn / C$13.9mn and £11.2mn / C$20.8mn) (the “Fundraise”) at a price of 7 pence (equivalent to approximately C$0.13) per New Common Share (the “Issue Price”).
The Issue Price represents a discount of approximately 3.4 percent to the 7.25 pence closing price on AIM of the Company’s existing Common Shares on 3 Jun. 2026, being the latest practicable date prior to this announcement. The issue price of the WRAP Retail Offer Shares is equal to the Issue Price.
The Fundraise Announcement sets out the reasons for the Fundraise and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the manner discussed in the Fundraise Announcement.
For the avoidance of doubt, the WRAP Retail Offer is not part of the Subscription, the Placing or the LIFE Offering. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Subscription, Placing and LIFE Offering, but completion of the Subscription, Placing and LIFE Offering is not conditional on the completion of the WRAP Retail Offer.
The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on the AIM market (“AIM”) of the London Stock Exchange (“Admission”). It is anticipated that Admission will become effective and that dealings in the WRAP Retail Offer Shares will commence on AIM, at 8:00 a.m. on 10 Jun. 2026. The WRAP Retail Offer Shares will also, subject to conditional acceptance from the Toronto Stock Exchange (“TSX”), be listed on the TSX, which is expected to take place before market open on 10 Jun. 2026.
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