Annual Long-term Incentive Grant
Company granted 2.1m RSUs, 2.1m PSUs to executives and employees, and 978,500 DSUs to non-executive directors.
- Restricted share units granted 2,082,040
- Performance share units granted 2,082,040
- Deferred share units granted to directors 978,500
- Price floor used for calculations C$0.40
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CALGARY, ALBERTA (August 19, 2026) - Touchstone Exploration Inc. ("Touchstone" or the "Company") (TSX, AIM: TXP) reports that the Company granted its independent non-executive directors, executive officers and certain employees share awards on August 18, 2026 as part of its long-term compensation program.
The Company issued 2,082,040 restricted share units ("RSUs") and 2,082,040 performance share units ("PSUs") to its executive officers and certain employees under its shareholder-approved omnibus incentive compensation plan.
The RSUs vest in equal one-third tranches on each of the first three anniversaries of the grant date. PSU awards cliff-vest on the third anniversary of the grant date and are subject to a performance multiplier ranging from zero times to 1.75 times based on achievement of predefined corporate performance targets set by the Board of Directors ("Board") over the vesting period. RSU awards are fixed while the number of PSUs earned is variable. Each RSU and PSU award may, at the Board's discretion, be settled in common shares, cash, or a combination thereof. If paid in cash, the plan participant will receive a cash payment based on the fair value of the underlying common shares on the applicable vesting date.
In accordance with its long-term director compensation plan, the Company issued 978,500 deferred share units ("DSUs") to its independent non-executive directors. DSUs vest immediately upon grant but may only be redeemed after the director ceases to be a member of the Board. DSUs are settled in cash based on the market price of the Company's common shares at the time of redemption.
As disclosed in the Company's Management Information Circular dated June 11, 2026, the Board elected to implement a price floor of C$0.40 for the purpose of calculating the number of share awards to be issued. This deemed price is consistent with the valuation used in the Company's 2025 capital market transactions. The Board considers that using a price floor above the prevailing market price results in the issuance of fewer share awards than would result from application of the standard volume-weighted average price methodology.
The annual grants were awarded to the following recipients:
| Recipient | Number of RSUs |
|---|---|
| Paul R. Baay, Director, President and Chief Executive Officer | 437,500 |
| Scott Budau, Chief Financial Officer | 315,000 |
| Brian Hollingshead, EVP, Engineering and Business Development | 275,625 |
| Employees | 1,053,915 |
| Total | 2,082,040 |
| Recipient | Number of PSUs |
| Paul R. Baay, Director, President and Chief Executive Officer | 437,500 |
| Scott Budau, Chief Financial Officer | 315,000 |
| Brian Hollingshead, EVP, Engineering and Business Development | 275,625 |
| Employees | 1,053,915 |
| Total | 2,082,040 |
| Recipient | Number of DSUs |
| Priya Marajh, Non-Executive Director | 184,250 |
| Kenneth R. McKinnon, Non-Executive Director | 212,500 |
| Peter Nicol, Non-Executive Director | 198,750 |
| Beverley Smith, Non-Executive Director | 184,250 |
| Stanley T. Smith, Non-Executive Director | 198,750 |
| Total | 978,500 |
The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail on the above transactions.
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
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
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1. Paul R. Baay 2. Scott Budau 3. Brian Hollingshead 4. Paul R. Baay 5. Scott Budau 6. Brian Hollingshead 7. Priya Marajh 8. Kenneth R. McKinnon 9. Peter Nicol 10. Beverley Smith 11. Stanley T. Smith |
| 2. | Reason for the notification | |
| a) | Position/status | 1. Director, President and Chief Executive Officer 2. Chief Financial Officer 3. EVP, Engineering and Business Development 4. Director, President and Chief Executive Officer 5. Chief Financial Officer 6. EVP, Engineering and Business Development 7. Non-Executive Director 8. Non-Executive Director 9. Non-Executive Director 10. Non-Executive Director 11. Non-Executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Touchstone Exploration Inc. |
| b) | LEI | 2138008URBSUC1J24J73 |
| a) | Description of the financial instrument, type of instrument Identification code | 1. Restricted share units over common shares of no par value in the capital of Touchstone Exploration Inc. 2. Restricted share units over common shares of no par value in the capital of Touchstone Exploration Inc. 3. Restricted share units over common shares of no par value in the capital of Touchstone Exploration Inc. 4. Performance share units over common shares of no par value in the capital of Touchstone Exploration Inc. 5. Performance share units over common shares of no par value in the capital of Touchstone Exploration Inc. 6. Performance share units over common shares of no par value in the capital of Touchstone Exploration Inc. 7. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 8. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 9. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 10. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. 11. Deferred share units over common shares of no par value in the capital of Touchstone Exploration Inc. CA89156L1085 (applies to items 1-11 above) |
| b) | Nature of the transactions | Items 1 - 6: Grant of share units to executive officers Items 7 - 11: Grant of deferred share units to independent non-executive directors |
| c) | Prices and volumes | Effective prices Volumes 1. Nil 437,500 2. Nil 315,000 3. Nil 275,625 4. Nil 437,500 5. Nil 315,000 6. Nil 275,625 7. Nil 184,250 8. Nil 212,500 9. Nil 198,750 10. Nil 184,250 11. Nil 198,750 |
| d) | Aggregated information - Aggregated volume - Price | Aggregate volumes 1. 437,500 2. 315,000 3. 275,625 4. 437,500 5. 315,000 6. 275,625 7. 184,250 8. 212,500 9. 198,750 10. 184,250 11. 198,750 Aggregate prices 1. Nil 2. Nil 3. Nil 4. Nil 5. Nil 6. Nil 7. Nil 8. Nil 9. Nil 10. Nil 11. Nil |
| e) | Date of the transaction | August 18, 2026 |
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.