Correction Announcement Private Placement

Correction Announcement. This announcement replaces the Private Placement and Acquisition Financing Update released under RNS Number 8565H on Thursday 8 May at 07:00 hours. The USD exchange rate in the "Currency" section was incorrect and has been amended to 1.00 to 1.33. All other details remain unchanged.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. NO SECURITIES OF THE COMPANY ARE BEING OFFERED TO ANY PERSON RESIDENT IN CANADA OR OTHERWISE SUBJECT TO THE SECURITIES LAW OF ANY JURISDICTION OF CANADA.

TOUCHSTONE EXPLORATION ANNOUNCES PRIVATE PLACEMENT AND AN ACQUISITION FINANCING UPDATE

CALGARY, ALBERTA (May 8, 2025) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces that it has successfully raised £15.375 million (approximately US$20.5 million) by way of a private placement of 75,000,000 new common shares of no par value in the Company with certain institutional and other investors in the United Kingdom (the "Private Placement").

Touchstone is also pleased to announce that it has additionally signed a binding term sheet with its Trinidad-based lender, Republic Bank Limited ("RBL"), to provide debt financing for the previously announced transaction to acquire the entire share capital of Shell Trinidad Central Block Limited (the "Acquisition").

Private Placement

The placement price of 20.5 pence (approximately C$0.38) per new common share represents an 11.8 percent discount to 23.25 pence, which was the closing price of the Company's common shares on the AIM market of the London Stock Exchange ("AIM") on May 7, 2025. The new common shares will, when issued, represent approximately 24.1 percent of the total issued share capital of the Company as enlarged by the Private Placement.

The new common shares will, when issued, rank pari passu in all respects with the Company's existing issued common shares. All new common shares being issued by the Company pursuant to the Private Placement will be freely transferable; however, any of these new common shares that are resold to residents of Canada (or any person otherwise subject to the securities laws of any jurisdiction of Canada) will be subject to applicable Canadian securities laws, which may include restrictions on resale, whether through a Canadian exchange or otherwise.

Applications have been made for the new common shares to be admitted to trading on the Toronto Stock Exchange ("TSX") and AIM (the "Admission"). Subject to the receipt of required approvals from the TSX and AIM, it is expected that settlement of the Private Placement and Admission will occur at or before 8.00 a.m. (BST) on May 15, 2025. The Private Placement is conditional, among other things, upon Admission becoming effective and the placing agreement entered into between the Company and OAK Securities in connection with the Private Placement not being terminated in accordance with its terms. The Private Placement is not conditional on the Acquisition.

The Company currently has 236,460,661 common shares in issue. Following Admission, the Company's issued share capital will consist of 311,460,661 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 311,460,661. 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.

The Private Placement was arranged by Portillion Capital and OAK Securities.

Use of Proceeds of Private Placement

The Company intends to use the net proceeds from the Private Placement to finance the following development activities and provide additional working capital to:

• finish drilling and completion of the Cascadura-4ST1 development well;
• drilling and completing the Cascadura-5 development well;
• tie-in the Cascadura-4ST1 and Cascadura-5 wells; and
• drill and complete two Central block development wells (subject to completion of the Acquisition).

Rather than finance the 2025 capital budget as previously announced through an expansion of its debt facilities, the Company intends to finance its 2025 capital budget by way of the Private Placement. The Cascadura-4ST1 and Cascadura-5 development wells formed part of the Company's 2025 capital budget announced on December 9, 2024. The planned drilling of the two Central block development wells will replace two of the Cascadura development wells previously included in the 2025 capital budget. As previously noted, revised 2025 guidance will be issued by the Company subsequent to completion of the Acquisition.

Financing of the Acquisition

As previously announced, on December 13, 2024 the Company's wholly owned Trinidadian subsidiary, Touchstone Exploration (Trinidad) Ltd. ("TETL") signed a conditional share purchase agreement (the "SPA") to acquire 100 percent of Shell Trinidad Central Block Limited ("STCBL") from BG Overseas Holdings Limited. STCBL holds a 65 percent participating 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 participating interest. Under the terms of the SPA, on closing Touchstone will pay $23 million in cash plus December 31, 2024 cash and abandonment fund balances, currently estimated to be approximately $30 million.

TETL has signed a binding term sheet with RBL providing for a new $30 million six-year non-revolving term loan to partially fund the Acquisition. TETL and RBL are currently preparing a Fourth Amended and Restated Loan Agreement and related security registrations (the "Amended Bank Loan Agreement"). Subject to the execution of the Amended Bank Loan Agreement, Touchstone intends to use the net proceeds from the term loan together with existing cash resources to fund the cash consideration payable under the terms of the Acquisition. The Acquisition is expected to close during the second quarter of 2025.

The Acquisition

As first announced on December 13, 2024, the Acquisition will be transformational for Touchstone. Gross field estimated production from the Central block from March 1, 2025 through April 15, 2025 was approximately 17.5 MMcf/d of natural gas and 185 bbls/d of NGLs (approximately 3,075 boe/d), equating to net production of approximately 2,000 boe/d for STCBL.

Touchstone has assessed the pro forma net working interest reserves in STCBL, as of April 1, 2025 (based on a 65 percent working interest), to be approximately 3.2 MMboe of proved developed producing reserves, 5.1 MMboe of total proved reserves, and 5.6 MMboe of total proved plus probable reserves. These estimates correspond to before tax NPV10 values of approximately $41.7 million, $85.7 million, and $95.5 million, and after tax NPV10 values of approximately $19.4 million, $38.5 million, and $42.9 million, respectively. The estimates are based on reasonable assumptions. Actual results may differ materially from these projections, and all figures remain subject to change and are contingent upon completion of the Acquisition.

STCBL holds one natural gas marketing contract accessing the Trinidad domestic market, and two natural gas marketing contracts accessing the Atlantic LNG facility in Trinidad. The pricing associated with the LNG contracts is a combination of commodities including Brent oil, Henry Hub natural gas and world LNG pricing. The pricing varies monthly depending on market conditions, which differs from the Company's current natural gas contract, which is a fixed price arrangement for volumes produced from the Ortoire block.

Following completion of the Acquisition, the Company's initial Central block development plan will focus on the optimization of the four existing wells prior to drilling the two development wells set out above. Combined with the Cascadura development drilling noted above, the Company's 2025 budgeted capital activity has the potential to increase production during the second half of 2025 to between 8,000 and 9,000 boe/d, prior to natural declines. As noted above, revised 2025 guidance will be issued by the Company subsequent to completion of the Acquisition.

Touchstone Exploration Inc.

For further information about Touchstone, please visit 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

Brian Hollingshead, EVP Engineering and BD

James Shipka, EVP Asset Development and HSE

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

OAK Securities (Broker to the Private Placement) Tel: +44 (0) 20 3973 3678

Jerry Keen / Calvin Man

FTI Consulting (Financial PR)

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

Advisories

Currency

For reference purposes in this announcement, one British pound has been translated into United States dollars ("$" or "US$") at a rate of 1.00 to 1.33, and one British pound has been translated into Canadian dollars ("C$") at a rate of 1.00 to 1.84.

Reserves Disclosure

The disclosure in this announcement summarizes certain information contained in an independent engineering report of the STCBL assets dated March 31, 2025 (the "Report"). The report was prepared in accordance with definitions, standards and procedures contained in the Canadian Oil and Gas Evaluation Handbook and National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities ("NI 51-101"). All March 31, 2025 reserves presented are based on the average price forecasts of the three leading Canadian oil and gas evaluation consultants (GLJ, McDaniel & Associates Consultants Ltd. and Sproule Associates Ltd.) dated January 1, 2025 and estimated costs effective March 31, 2025. All reserves values and future net revenue values contained in this announcement are derived from the Report unless otherwise noted. Unless otherwise noted, reserve references in this announcement are STCBL "gross reserves". STCBL gross reserves are the entity's total working interest reserves before the deduction of any royalties payable.

The recovery and reserve estimates of STCBL's natural gas and NGL reserves provided herein are estimates only, and there is no guarantee that the estimated reserves will be recovered. Actual reserves may eventually prove to be greater than or less than the estimates provided herein. There are numerous uncertainties inherent in estimating quantities of petroleum and natural gas reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth herein are estimates only. This announcement summarizes the natural gas and NGL reserves of STCBL and the net present values of future net revenue for such reserves using forecast costs as at March 31, 2025 prior to provision for interest and finance costs, general and administration expenses, and the impact of any financial derivatives. It should not be assumed that the estimates of future net revenues presented herein represent the fair market value of the reserves. There is no assurance that the forecast prices and costs assumptions will be attained, and variances could be material.

This announcement includes certain reserves information that combines information of both Touchstone and STCBL for the purpose of presenting such information after giving effect to the planned Acquisition of STCBL. This combined information has been prepared by the Company for illustrative purposes only. Any combined reserves information in this announcement is not necessarily indicative of the financial position or results of operations that actually would have occurred had Touchstone acquired STCBL at or as of the dates indicated, nor is it indicative of the Company's future operating results or financial position following the completion of the Acquisition. This combined reserves information reflects assumptions and adjustments that are based upon preliminary estimates assuming the successful completion of the Acquisition. These estimates may be revised as additional information becomes available and as additional analyses are performed, and may prove to be incorrect. Accordingly, the final accounting adjustments related to the Acquisition may differ materially from the combined reserves information reflected herein.

Oil and Natural Gas Measures

To provide a single unit of production for analytical purposes, natural gas production has been converted mathematically to barrels of oil equivalent. We use the industry-accepted standard conversion of six thousand cubic feet of natural gas to one barrel of oil (6 Mcf = 1 bbl). The 6:1 boe ratio is based on an energy equivalent conversion method primarily applicable at the burner tip. It does not represent a value equivalency at the wellhead and is not based on either energy content or current prices. While the boe ratio is useful for comparative measures and observing trends, it does not accurately reflect individual product values and might be misleading, particularly if used in isolation. As well, given that the value ratio, based on the current price of crude oil to natural gas, is significantly different from the 6:1 energy equivalency ratio, using a 6:1 conversion ratio may be misleading as an indication of value.

Product Type Disclosures

This announcement includes references to NGLs, natural gas and average daily field estimated production volumes. Under NI 51-101, disclosure of production volumes should include segmentation by product type as defined in the instrument. In this announcement, references to "natural gas liquids" refer to condensate and propane; and references to "natural gas" refer to the "conventional natural gas" product type, all as defined in the instrument.

Abbreviations

The following abbreviations referenced in this announcement have the meanings set forth below:

bbl(s) barrel(s)

bbls/d barrels per day

boe barrels of oil equivalent

boe/d barrels of oil equivalent per day

MMboe million barrels of oil equivalent

Mcf thousand cubic feet

MMcf million cubic feet

MMcf/d million cubic feet per day

LNG liquefied natural gas

NGL(s) Natural gas liquid(s)

NPV10 the net present value of future net revenues discounted at ten percent