Touchstone Exploration Inc. (LON:TXP) has announced a retail offer to raise up to £0.68 million via BookBuild by way of the issue of up to 6,181,818 new common shares with no par value in the capital of the Company at an issue price of 11 pence per Retail Offer Share.
In addition to the Retail Offer, the Company is also conducting a placing of new Common Shares at the Issue Price. 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 opens | 07:05 on 24 October 2025 |
| Latest time and date for commitments under the Retail Offer | 16:30 on 28 October 2025 |
| Results of the Retail Offer announced | 07:00 on 29 October 2025 |
| Admission and dealings in New Common Shares issued pursuantto the Retail Offer commence | 08:00 on 30 October 2025 |
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.
Dealing Codes
| Ticker | TXP |
| ISIN for the Common Shares | CA89156L1085 |
| SEDOL for the Common Shares | BD8ZCD4 |
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:
https://www.bookbuild.live/deals/NQN32Q/authorised-intermediaries
Shore Capital Stockbrokers Ltd will be acting as retail offer coordinator in relation to this Retail Offer (the “Retail Offer Coordinator”).
Existing retail shareholders can contact their broker or wealth manager (“Intermediary”) to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
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.
If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at email: support@bookbuild.live.
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.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The New Common Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Common Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £1 million. The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
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:
https://www.bookbuild.live/deals/NQN32Q/authorised-intermediaries
There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries, including relevant commission or fee charges.
Investors should make their own investigations into the merits of an investment in Touchstone Exploration. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
