Touchstone Exploration Inc. (LON:TXP, TSX: TXP) has announced the completion of its WRAP Retail Offer, which closed on June 5, 2026, together with the previously announced Subscription, Placing and LIFE Offering.
The Fundraise has raised aggregate gross proceeds of US$10.9 million (approximately £8.1 million and C$15.1 million) before expenses. The proceeds comprise approximately US$1.9 million from the subscription by Purebond Limited, approximately US$8.4 million from the issuance of unsecured non-convertible Debt Securities pursuant to the Subscription Agreement with Purebond, and approximately US$0.6 million in aggregate from investors participating in the Placing, LIFE Offering and WRAP Retail Offer.
In aggregate, 26,631,330 new Common Shares have been conditionally placed with, or subscribed for by, new and existing investors at the Issue Price of 7 pence and C$0.13 per New Common Share. The New Common Shares represent approximately 8.2 percent of the issued share capital of the Company prior to the Fundraise.
Of the 26,631,330 New Common Shares, 20,235,000 Common Shares are being subscribed for by Purebond, raising gross proceeds of approximately US$1.9 million (approximately £1.4 million and C$2.6 million). In addition, pursuant to the Subscription Agreement, the Company has issued unsecured non-convertible debt securities to Purebond for gross proceeds of approximately US$8.4 million (approximately £6.3 million and C$11.7 million). The Debt Securities were not issued at the Issue Price. Investors are referred to the Company’s fundraise launch announcement dated June 4, 2026 for further details of the Subscription Agreement.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Fundraise Announcement.
Debt Securities Shareholder Approval
As disclosed in the Fundraise Announcement, subject to approval by independent shareholders at the Company’s 2026 annual general and special meeting of shareholders, to be held on or about July 23, 2026 and the receipt of all required regulatory approvals (including TSX approval), the Debt Securities are expected to be repaid in full and the repayment proceeds applied to subscribe for Common Shares. If the required approvals are not obtained, the Debt Securities will remain outstanding in accordance with their terms.
Related Party Participation
Purebond entering into the Subscription Agreement with the Company is deemed to be a transaction with a related party pursuant to Rule 13 of the AIM Rules for Companies by virtue of Purebond being a substantial shareholder of the Company. A special committee of independent directors of the Company, which excluded Mr. Bhupendra Kansagra and Mr. Paul Baay, was constituted to review and oversee the related party aspects of the Fundraise. Upon recommendation of the Special Committee, the Board of Directors of the Company (with Mr. Kansagra abstaining) consider, having consulted with the Company’s nominated adviser, Canaccord Genuity Limited, that the terms of the Subscription Agreement are fair and reasonable insofar as the Company’s shareholders are concerned.
Purebond entering into the Subscription Agreement and the related arrangements described in this announcement also constitute a “related party transaction” for the purposes of applicable Canadian securities laws, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In connection with the issuance of Common Shares to Purebond at First Admission (as defined below), the Company is relying on the exemption from the minority approval requirement in section 5.7(a) of MI 61-101 on the basis that the value of the Common Shares to be issued to Purebond at First Admission is not expected to exceed 25 percent of the Company’s market capitalization.
In connection with the issuance of the Debt Securities to Purebond, the Company is relying on the exemption from the minority approval requirement in section 5.7(f) of MI 61-101 on the basis that the Debt Securities constitute non-convertible debt on reasonable commercial terms. The Company expects that any repayment of the Debt Securities and redirection of the repayment amount into a subscription for Common Shares pursuant to the repayment and subscription agreement will be subject to receipt of the required shareholder and regulatory approvals.
A material change report will be filed in connection with the related party transaction. The Company expects that such report will be filed less than 21 days prior to closing of the Fundraise due to the accelerated timetable required to complete the financing. The Company believes that this shorter period is reasonable and necessary under the circumstances.
Following First Admission, Purebond’s interest in the Company’s then total issued share capital is expected to be equal to approximately 19.99 percent. Subject to approval at the General Meeting, redirection of the Debt Securities into a subscription for Common Shares is expected to increase Purebond’s interest in the Company’s then total enlarged issued share capital to approximately 36.3 percent.
Admission and Total Voting Rights
Application has been made for the 26,631,330 New Common Shares to be admitted to trading on AIM (“First Admission“). Application has also been made to list the New Common Shares on the TSX. Subject to the receipt of required regulatory approvals, First Admission is expected to take place at or around 8:00 a.m. (BST) on June 10, 2026, and listing of the New Common Shares on the TSX is expected to take place at the market open on June 10, 2026.
The new Common Shares to be issued pursuant to the WRAP Retail Offer will be issued free of all liens, charges and encumbrances and will, on First Admission, rank pari passu in all respects with the existing Common Shares and the new Common Shares to be issued pursuant to the Subscription, the Placing, and the LIFE Offering.
Immediately following First Admission, the Company’s issued share capital will consist of 351,364,939 Common Shares. The Company does not hold any Common Shares in treasury. Shareholders may use this figure to determine if they are required to notify their interest in, or a change to their interest in, the Company.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Company’s Fundraise Announcement.
