Wrap Retail Offer for up to US$1.0m
Touchstone Exploration Inc. is launching a retail offer via WRAP to raise up to US$1.0 million through the issuance of new common shares at 7 pence each, with up to 10,640,714 shares available. This retail offer is part of a larger fundraising effort aiming for gross proceeds between US$10 million and US$15 million, also at 7 pence per share. The issue price represents a slight discount to the previous day's closing price. The WRAP Retail Offer is conditional on the completion of other fundraising components, including a direct subscription, a placing, and a LIFE Offering, and is expected to be admitted to trading on AIM and the TSX on June 10, 2026.
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CALGARY, ALBERTA (June 4, 2026) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to US$1.0 million (approximately £0.74 million / C$1.4 million) (the "WRAP Retail Offer") through the issue of new common shares of no par value in the capital of the Company ("Common Shares"). Under the WRAP Retail Offer, up to 10,640,714 new Common Shares (the "WRAP Retail Offer Shares") will be made available at a price of 7 pence (equivalent to approximately C$0.13) per share.
In addition to the WRAP Retail Offer and as announced on June 4, 2026 (the "Fundraise Announcement"), the Company is also proposing to conduct a direct subscription (the "Subscription") for new Common Shares (the "Subscription Shares") by the Company's largest shareholder Purebond Limited, a non-pre-emptive placing (the "Placing") of new Common Shares (the "Placing Shares") to certain institutional and other investors to be carried out by way of an accelerated bookbuild, a non-pre-emptive private placement (the "LIFE Offering") of new Common Shares (the "LIFE Offering Shares") to certain investors in Canada pursuant to the Listed Issuer Financing Exemption under applicable Canadian securities laws (the WRAP Retail Offer Shares, together with the Subscription Shares, the Placing Shares and the LIFE Offering Shares, the "New Common Shares"), to raise gross proceeds of between US$10 million and US$15 million (between approximately £7.4 million / C$13.9 million and £11.2 million / C$20.8 million) (the "Fundraise") at a price of 7 pence (equivalent to approximately C$0.13) per New Common Share (the "Issue Price").
The Issue Price represents a discount of approximately 3.4 percent to the 7.25 pence closing price on AIM of the Company's existing Common Shares on June 3, 2026, being the latest practicable date prior to this announcement. The issue price of the WRAP Retail Offer Shares is equal to the Issue Price.
The Fundraise Announcement sets out the reasons for the Fundraise and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the manner discussed in the Fundraise Announcement.
For the avoidance of doubt, the WRAP Retail Offer is not part of the Subscription, the Placing or the LIFE Offering. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Subscription, Placing and LIFE Offering, but completion of the Subscription, Placing and LIFE Offering is not conditional on the completion of the WRAP Retail Offer.
The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on the AIM market ("AIM") of the London Stock Exchange ("Admission"). It is anticipated that Admission will become effective and that dealings in the WRAP Retail Offer Shares will commence on AIM, at 8:00 a.m. on June 10, 2026. The WRAP Retail Offer Shares will also, subject to conditional acceptance from the Toronto Stock Exchange ("TSX"), be listed on the TSX, which is expected to take place before market open on June 10, 2026.
Sign up to WRAP Deal Notifications at: www.winterflood.com/wrap
WRAP Retail Offer
Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of Touchstone, following release of this announcement and through certain financial intermediaries. The WRAP Retail Offer is being made solely in the United Kingdom, and no part of the WRAP Retail Offer is being made in Canada or any other jurisdiction.
The WRAP Retail Offer is expected to close at 4:30 p.m. on June 5, 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the WRAP Retail Offer is expected to be announced by the Company on or around June 8, 2026.
There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
It should be noted that a subscription for Common Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Common Shares if they are in any doubt.
Further information on the Company can be found on its website at www.touchstoneexploration.com .
The Company's LEI is 2138008URBSUC1J24J73.
Touchstone Exploration Inc.
Touchstone Exploration Inc.
Paul R. Baay, President and Chief Executive Officer Tel: +1 (403) 750-4487
Scott Budau, Chief Financial Officer
Brian Hollingshead, EVP Engineering and Business Development
FTI Consulting (Financial PR)
Nick Hennis / Ben Brewerton Tel: +44 (0) 203 727 1000
Advisories
Exchange Rate
For reference purposes in this announcement, one British pound has been converted into United States dollars at a rate of 1.00 to US$1.3426 and Canadian dollars at a rate of 1.00 to C$1.8640.
UK Product Governance Requirements
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.