Closing of the Fundraise and Notice of AGM
Touchstone Exploration Inc. has successfully closed its integrated fundraise, issuing 26,631,330 new common shares and approximately US$8.4 million in unsecured debt securities to Purebond Limited. The company will hold its virtual Annual and Special Meeting of Shareholders on July 23, 2026, where shareholders will vote on a resolution to repay the debt securities and subscribe for 89,765,000 additional common shares, a transaction that may result in Purebond becoming a control person and requires disinterested shareholder approval.
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CALGARY, ALBERTA (June 11, 2026) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, LSE: TXP) announces the closing of its previously announced integrated fundraise on the terms previously disclosed in the Company's announcement dated June 8, 2026.
The aggregate 26,631,330 new common shares of no par value issued in connection with the integrated fundraise have received conditional approval for listing and trading on the Toronto Stock Exchange and have been admitted to trading on the AIM market of the London Stock Exchange.
In addition, the Company has issued unsecured non-convertible debt securities (the "Debt Securities") with an aggregate principal amount of approximately US$8.4 million to Purebond Limited ("Purebond") as part of the integrated fundraise.
2026 Annual and Special Meeting of Shareholders
Touchstone's virtual Annual and Special Meeting of Shareholders (the "Meeting") will be held on Thursday, July 23, 2026 at 8:00 a.m. (Mountain Time).
Registered and beneficial shareholders will be mailed a notice-and-access notification and form of proxy on or about June 23, 2026, advising as to the electronic availability of the Meeting materials, including the 2026 Management Information Circular (the "Circular"), the 2025 audited consolidated financial statements and related Management's Discussion and Analysis. For holders of the Company's depositary interests, hard copies of the Circular and form of direction will be mailed on or about June 23, 2026.
The Meeting materials will be available under the Company's profile on SEDAR+ and on the Company's website following mailing.
Among other matters to be considered at the Meeting, independent shareholders will be asked to approve a resolution pursuant to which the Debt Securities would be repaid in full and the repayment proceeds would be applied to subscribe for 89,765,000 new common shares of the Company. Further information regarding the resolution will be included in the Circular.
As previously disclosed in the Company's June 8, 2026 announcement, Purebond's entry into the subscription agreement, together with the proposed repayment of the Debt Securities and resubscription for common shares, constitutes a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The repayment of the Debt Securities and the application of the proceeds to a subscription for common shares are subject to receipt of required shareholder and regulatory approvals.
The repayment and resubscription will result in the issuance of additional common shares to Purebond, an insider of the Company, and are expected to result in Purebond becoming a control person. The transaction will be subject to approval by disinterested shareholders in accordance with TSX requirements and MI 61-101, with Purebond and other participating insiders, and their affiliates and associates, excluded from voting.
Touchstone Exploration Inc.
Touchstone Exploration Inc.
Paul R. Baay, President and Chief Executive Officer Tel: +1 (403) 750-4487
Scott Budau, Chief Financial Officer
Canaccord Genuity (Nominated Advisor and Joint Broker)
Adam James / Charlie Hammond Tel: +44 (0) 207 523 8000
Cavendish Capital Markets Limited (Joint Broker)
Neil McDonald / Derrick Lee / Graham Hall Tel: +44 (0) 131 220 6939
FTI Consulting (Financial PR)
Nick Hennis / Ben Brewerton Tel: +44 (0) 203 727 1000
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The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this announcement.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.