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Touchstone Exploration Retail Offer

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Touchstone Exploration Inc. announced a retail offer to raise up to £0.68 million through the issue of 6,181,818 new common shares at a price of 11 pence per share. This issue price represents a discount of approximately 2.2% to the closing share price of 11.25 pence on October 23, 2025. The retail offer is conditional on the new common shares being admitted to trading on the Toronto Stock Exchange and the AIM market, with admission expected around 8:00 a.m. (London time) on October 30, 2025. Completion of the retail offer is conditional upon the completion of a separate placing of new common shares. The retail offer opens on October 24, 2025, and is expected to close at 4:30 p.m. on October 28, 2025.

Full announcement

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CALGARY, ALBERTA (October 24, 2025) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces a retail offer to raise up to £0.68 million via BookBuild (the "Retail Offer") by way of the issue of up to 6,181,818 new common shares with no par value ("Common Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 11 pence per Retail Offer Share (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a placing of new Common Shares (the "Placing Shares" and together with the Retail Offer Shares, the "New Common Shares") at the Issue Price (the "Placing" and together with the Retail Offer, the "Issue"). A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Issue Price represents a discount of approximately 2.2 per cent to the closing share price of 11.25 pence per existing Common Share on October 23, 2025, being the last practicable date prior to the announcement of the Placing.

The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing, as set out in the separate announcement of the Placing released by the Company at 7.00 a.m. on October 24, 2025.

The Retail Offer is conditional on the New Common Shares to be issued pursuant to the Retail Offer being admitted to trading on the Toronto Stock Exchange ("TSX") and the AIM market ("AIM") operated by the London Stock Exchange ("Admission"). Admission of the New Common Shares pursuant to the Retail Offer is expected to take place on or around 8.00 a.m. (London time) on October 30, 2025. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.

Expected Timetable in relation to the Retail Offer

Retail Offer opens07:05 on 24 October 2025
Latest time and date for commitments under the Retail Offer16:30 on 28 October 2025
Results of the Retail Offer announced07:00 on 29 October 2025
Admission and dealings in New Common Shares issued pursuant to the Retail Offer commence08:00 on 30 October 2025
Dealing Codes
TickerTXP
ISIN for the Common SharesCA89156L1085
SEDOL for the Common SharesBD8ZCD4

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since the Company's admission to AIM in 2017. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website:

Shore Capital Stockbrokers Ltd will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

The Retail Offer will be open to eligible investors in the United Kingdom who are existing shareholders at 7:05 a.m. on 24 October 2025. The Retail Offer is expected to close at 4:30 p.m. on 28 October 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer, the subject of this announcement, is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above Bookbuild website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website:

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) 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

UK Product Governance Requirements

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

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