REG - Touchstone Explrtn. - Result of Retail Offer

Touchstone ExplorationAnnouncement

29/10/2025 07:02

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251029:nRSc1967Fa&default-theme=true

RNS Number : 1967F  Touchstone Exploration Inc.  29 October 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
TOUCHSTONE EXPLORATION INC.). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF TOUCHSTONE EXPLORATION INC.

 

RESULT OF RETAIL OFFER

 

CALGARY, ALBERTA (October 29, 2025) - Touchstone Exploration Inc.
("Touchstone" or the "Company") (TSX, LSE: TXP) is pleased to announce that,
following the closing of the Retail Offer on the BookBuild platform on October
28, 2025, 6,181,818 new common shares with no par value ("Common Shares") in
the capital of the Company (the "Retail Offer Shares") will be issued at an
issue price of 11 pence per Retail Offer Share, to raise the maximum gross
proceeds available under the Retail Offer of £0.68 million.

 

Accordingly, the aggregate gross proceeds raised from the Retail Offer and the
private placement announced by the Company on October 24, 2025 is £7.0
million (approximately US$9.33 million) (the "Placing").

 

Capitalised terms used in this announcement, unless otherwise defined in this
announcement, have the meaning given to them in the Retail Offer launch
announcement released by the Company at 7.05 a.m. on October 24, 2025.
References to times are to London times unless otherwise stated.

 

Admission, settlement and total voting rights

 

Application has been made for 63,636,363 new Common Shares (comprising the
Retail Offer Shares and 57,454,545 new Common Shares to be issued pursuant to
the Placing) to be admitted to trading on the Toronto Stock Exchange ("TSX")
and AIM ("Admission"). Subject to the receipt of required approvals from the
TSX and AIM, admission to AIM will take place at or around 8.00 a.m. on
October 30, 2025. Admission to the TSX will take place upon settlement of the
Placing, on or around October 30, 2025.

 

The Placing and Retail Offer are conditional on, among other things, Admission
becoming effective (including final approval for the listing of the new Common
Shares on the TSX) and the placing agreement entered into between the Company
and Shore Capital in connection with the Placing not being terminated in
accordance with its terms. Completion of the Retail Offer is conditional,
inter alia, upon the completion of the Placing.

 

The Company currently has 261,097,246 Common Shares in issue. Following
Admission, the Company's issued share capital will consist of 324,733,609
Common Shares. The Company does not hold any Common Shares in treasury and,
therefore, following Admission, the total number of voting rights attributable
to the common shares in the capital of the Company will be 324,733,609. This
figure may be used by shareholders to determine if they are required to notify
their interest in, or a change to their interest in, the Company.

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
www.touchstoneexploration.com (http://www.touchstoneexploration.com) or
contact:

 

Touchstone Exploration Inc.

Paul Baay, President and Chief Executive
Officer                       Tel: +1 (403) 750-4405

Scott Budau, Chief Financial Officer

 

Shore Capital (Nominated Advisor and Joint Broker)

Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 20 7408 4090

 

Canaccord Genuity (Joint Broker)

Adam James / Charlie
Hammond
Tel: +44 (0) 20 7523 8000

 

FTI Consulting (Financial PR)

Nick Hennis / Ben
Brewerton
                        Tel: +44 (0) 20 3727 1000

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

 

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Currency

 

Unless otherwise stated, all financial amounts referenced herein are expressed
in British pounds sterling ("£"). For reference purposes only, one British
pound has been translated into United States dollars ("US$") at a rate of
£1.00 = US$1.40.

 

Important Notices

 

The Retail Offer was only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

Shore Capital Stockbrokers Ltd ("Shore Capital") is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and for no-one else and will not regard any other
person (whether or not a recipient of this announcement) as its client in
relation to the Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients, nor for
providing advice in connection with the Retail Offer, Admission and the other
arrangements referred to in this announcement.

 

The value of Common Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than you originally invested. Figures
refer to past performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

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 2024
Annual Information Form dated March 19, 2025 which is available online under
the Company's profile on SEDAR+ (www.sedarplus.ca (http://www.sedarplus.ca) )
and on its website (www.touchstoneexploration.com
(http://www.touchstoneexploration.com) ).

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Shore Capital expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, the London Stock Exchange, the TSX, or
applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. Neither Shore Capital nor any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Shore Capital and its affiliates, accordingly, disclaims all and
any liability whether arising in tort, contract or otherwise which it might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Common Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange and the TSX.

 

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
were subject to a product approval process, which determined that the Retail
Offer Shares are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii)
eligible for distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Retail Offer Shares may
decline and investors could lose all or part of their investment; the Retail
Offer Shares offer no guaranteed income and no capital protection; and an
investment in the Retail Offer Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIUWSKRVNURUAA



            Copyright 2019 Regulatory News Service, all rights reserved