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Acquisition Update

In brief · summary, not quotable

Acquisition of Shell Trinidad Central Block delayed; long-stop date extended to May 12, 2025.

  • Consideration $23 million in cash plus closing balances
  • Working interest acquired 65 percent operating interest in onshore Central block
Full announcement

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CALGARY, ALBERTA (April 29, 2025) - Touchstone Exploration Inc. ("Touchstone", "we", "our" or the "Company") (TSX, LSE: TXP) provides an update regarding the previously announced transaction to acquire the entire share capital of Shell Trinidad Central Block Limited ("STCBL").

As previously announced, on December 12, 2024, the Company's wholly owned Trinidadian subsidiary signed a Share Purchase Agreement (the "Agreement") to acquire 100 percent of STCBL from a third party (the "Acquisition"). STCBL holds a 65 percent operating working interest in the onshore Central block exploration and production licence, as well as four producing gas wells and a gas processing plant in Trinidad, with state owned Heritage Petroleum Company Limited holding the remaining 35 percent working interest. Under the terms of the Agreement, Touchstone will pay $23 million in cash plus closing cash and abandonment fund balances, and the Acquisition will be deemed effective as of January 1, 2025.

The parties have amended the Agreement to extend the long-stop date to May 12, 2025. Under the Agreement, the parties have until this date to satisfy or waive the conditions precedent, as applicable. Completion will occur on a mutually agreed date following the satisfaction of all conditions, which the Company expects to take place in the second quarter of 2025. All customary regulatory approvals have been received, and Touchstone has made significant progress with its current lender regarding the financing of the Acquisition.

For further information regarding the Acquisition and related advisories thereto, refer to the Company's announcement dated December 13, 2024 entitled "Touchstone Exploration Announces the Acquisition of Central Block " which is available under our profile on SEDAR+ (www.sedarplus.ca) and on our website (www.touchstoneexploration.com).

No assurances can be given that the Acquisition will ultimately be completed. Due to confidentiality terms in the agreement, Touchstone is not able to provide further information to the market on this Acquisition until the transaction is effectively closed, or terminated, as the case may be.

Touchstone Exploration Inc.

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

Advisories

Currency

Unless otherwise stated, all financial amounts presented herein are stated in United States dollars.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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