RE: TXP Q2 Non-Central Block Production13 Aug 2025 14:56
US$12.5M CONVERTIBLE DEBENTURE ISSUANCE
Today 14:51
RNS Number : 2218V
Touchstone Exploration Inc.
13 August 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR") AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.
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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE COMPANY.
US$12.5M CONVERTIBLE DEBENTURE ISSUANCE
CALGARY, ALBERTA (August 13, 2025) - Touchstone Exploration Inc. (the "Company" or "Touchstone") announces that it has closed a private placement of a secured convertible debenture and warrants (the "Offering"), with Canadian private investor and existing shareholder, JJR Wood Holdings Inc. (the "Holder"), for gross proceeds of US$12,500,000. The Offering reflects the Company's ongoing commitment to advancing its strategic development initiatives.
Paul R. Baay, President and Chief Executive Officer, commented:
"This financing will provide the capital necessary to immediately restart drilling operations at Cascadura and subsequently bring new production online at the Cascadura facility. We are pleased to have secured continued support from both an existing shareholder and our Trinidad-based lender, reflecting confidence in our strategic direction and the quality of our asset base. This confidence is further demonstrated by the debenture's principal conversion price, set at the US dollar equivalent of C$0.30 per common share, representing a significant premium to the current share price."
Offering Terms
· Offering Size: US$12,500,000 through the issuance of a secured convertible debenture with an aggregate principal amount of US$12,500,000 (the "Debenture").
· Interest Payments (Coupon) and Securities Offered: The interest rate on the Debenture is 5 percent and the Company also issued 6,250,000 warrants (the "Warrants") to purchase common shares of the Company ("Common Shares") to the Holder as additional compensation.
· Maturity: 3-year term.
· Conversion Price: The Debenture is convertible into Common Shares at US$0.21813 (the "Conversion Price"), being the US$ equivalent of C$0.30 per Common Share based on the Bank of Canada exchange rate immediately prior to the issuance of the Debenture.
· Warrants: Each Warrant is exercisable at C$0.40 per Common Share for a period of