REG - Touchstone Explrtn. - Private Placement Update

Touchstone ExplorationAnnouncement

Mon 07:00

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RNS Number : 9351O  Touchstone Exploration Inc.  30 June 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR") AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED
("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL
NO LONGER CONSTITUTE INSIDE INFORMATION.

 

PRIVATE PLACEMENT UPDATE

 

CALGARY, ALBERTA (June 30, 2025) - Touchstone Exploration Inc. ("Touchstone"
or the "Company") (TSX, LSE: TXP) provides an update regarding its previously
announced private placement arranged by Portillion Capital Asset Management
Limited ("Portillion") and Oak Securities (the "Placement").

 

As disclosed in the Company's announcement on June 23, 2025, and
notwithstanding repeated assurances from Portillion and Oak Securities,
£10,324,500 of the £15,375,000 gross proceeds from the Placement have not
been received. This includes £10,000,000 relating to Portillion's
subscription commitment.

 

As previously announced on May 16, 2025, the Company issued 75,000,000 new
common shares to the settlement agent acting on behalf of OAK Securities for
distribution to placees under the Placement. The extended deadline to complete
the Placement under the conditional approval granted by the Toronto Stock
Exchange (the "TSX") expired on June 27, 2025. Consequently, Touchstone closed
on the £5,050,500 of gross proceeds received as of that date, completing the
issuance of 24,636,586 common shares, subject to receipt by the TSX of
customary post-closing materials which the Company expects to deliver today.

 

The remaining 50,363,414 new common shares, which remain with the settlement
agent pending receipt of the outstanding funds, will be cancelled.

 

Following the cancellation, the Company's issued share capital and total
voting rights will consist of 261,097,247 common shares. The Company does not
hold any common shares in treasury. This figure may be used by shareholders to
determine if they are required to notify their interest in, or any change to
their interest in, the Company.

 

The Company is reviewing its options in respect of Portillion's failure to
fulfill its subscription commitment under the Placement. Touchstone remains
focused on securing the funding necessary to continue its 2025 capital
program, including meeting its obligations under the fourth amended and
restated loan agreement with Republic Bank Limited (the "Loan Agreement").

 

While there can be no guarantee that the outstanding Placement proceeds will
be received, the Company intends to submit a new application to the TSX for
conditional approval of a further issuance of new common shares, enabling
completion of Portillion's subscription should the funds be forthcoming.

 

Under the terms of the Loan Agreement, in addition to the amount that has
settled to date pursuant to the Placement,Touchstone is required to raise not
less than approximately US$18 million in equity proceeds on or before December
31, 2025, or such later date as may be agreed with the lender.". Following the
completion of drilling the Cascadura-5 well, the Company will defer further
activity under its 2025 capital program. Considering whether the outstanding
Placement funds are ultimately received, Touchstone will evaluate financing
options in the near term to satisfy the requirements of the Loan Agreement in
relation to the raising of equity capital, and to be able to resume its 2025
capital program.

 

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
(https://url.avanan.click/v2/___http:/www.touchstoneexploration.com/___.YXAxZTpzaG9yZWNhcDphOm86NzY3MDI3ZGJhNjJkMTBmN2M5YjgzOTJiZGY5NzNkZDg6NjphOTg1OjlmZDcwMWJhZDA2YzEwMDg1MjJhMGQzMzZjNWZjZTVlMzYyMDBhZTlkZDUzNDBlNjQ5OTc0OWEzOWVjOTNmYTI6cDpUOk4)
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) 207 408 4090

 

Canaccord Genuity (Joint Broker)

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

 

FTI Consulting (Financial PR)

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

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

 

Advisory Regarding 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, intentions, forecasts, estimates, expectations
and objectives 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.

 

Such statements include, but are not limited to, forward-looking statements
relating to the final approval of the TSX for the common shares issued under
the Placement as of June 27, 2025; the cancellation of the shares for which
payment was not been received; receipt by the Company of the outstanding
Placement funds; the Company's application to the TSX for a new private
placement of common shares; the Company's evaluation of other sources of
financing; the Company's expectations with respect to drilling activity and
other operations; and Touchstone's current and future financial position,
including the Company's liquidity and the sufficiency of resources to fund
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 2024
Annual Information Form dated March 19, 2025 which is available online under
the Company's profile on SEDAR+ (www.sedarplus.ca
(https://url.avanan.click/v2/___http:/www.sedarplus.ca/___.YXAxZTpzaG9yZWNhcDphOm86YmQ5MDlmZDBkODY2OWU4NTAwYzQwMDAzYjI0MjU0MmM6Njo4MGY2OjdmNTMwNmYyOWQ4ODllYTgyNzllMzYwMWZhODNmNDc1N2I0NzEyMzNjODZlNmI0MDI3NDBlYjBkNGMxMTQ3NmI6cDpGOk4)
) and on the Company's website (www.touchstoneexploration.com
(https://url.avanan.click/v2/___http:/www.touchstoneexploration.com/___.YXAxZTpzaG9yZWNhcDphOm86YmQ5MDlmZDBkODY2OWU4NTAwYzQwMDAzYjI0MjU0MmM6Njo0YjI4OmNjYzljOTBhYWFhMDQ5OTBiMjhkYTIzYzY5YTI0MzdkOWY2ZjViMjYyMGYzOWE0NzQyM2RjMzFhZTdiNmY4OGM6cDpGOk4)
). 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.

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.

 

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