Deal TXP

Touchstone Exploration (TXP) (“Touchstone”) (“the Company”) is an oil exploration and production company active in the Republic of Trinidad and Tobago, where it is one of the largest independent onshore producers with interests of approximately 90,000 gross acres (64,000 net working interest acres) of exploration and development rights. According to its latest figures,Touchstone produced 1,369 barrels of oil per day (“bopd”) in September and 1,472bopd in October from its onshore properties. Touchstone is listed on AIM and the Canadian TSX Exchange.

Touchstone will raise approximately £3million before costs (the “Private Placement”), through the issue of 25,784,285 shares at 11.5p per share.

A total of £300,000 worth of new ordinary shares in Touchstone priced at 11.5p per share are being made available to onboarded users of the Teathers App. The deal will open at 0800 on Friday 08 December and will close at 1700 on Tuesday 12 December. Note that any applications may be subject to scale back. If this occurs it will be applied pro rata on the basis of application size.

Trading will commence on the settlement date of Friday 21 December 2017 (“Admission”). Contract notes will be issued on completion of the deal, on Admission.

The Private Placement includes a subscription by North Energy Capital AS, previously a 5.41 percent shareholder of the Company. Following Admission, North Energy Capital AS will hold 12,879,250 Common Shares, representing approximately 9.99 percent of the enlarged share capital of the Company.

Use of Proceeds

The Company has previously announced that it plans to drill four wells on its Coora 2 and WD-8 properties commencing in January 2018. The Company intends to use the net proceeds from the Private Placement of approximately £2.7 million (approximately $4.6 million) to finance the expansion of Touchstone’s 2018 drill programme by a further six wells. The additional wells are expected to be drilled on the Company’s Coora 1, WD-4, WD-8 and South Palo Seco properties.

Paul Baay, President and Chief Executive Officer, commented:

We are pleased to be able to commit this additional funding into an enlarged ten well 2018 drilling programme in Trinidad. Not only will the enlarged capital programme allow for cost efficiencies, it will also satisfy our lease operatorship agreement minimum work obligations through 2020. We would like to thank our shareholders for their continued support as we enter an ambitious growth period in 2018.

Listing and Voting Rights

Application has been made for the New Common Shares, which will rank pari passu with the existing issued share capital, to be admitted to trading on the Toronto Stock Exchange (“TSX”) and AIM (“Admission”). Subject to the receipt of required approvals from the TSX and AIM, the New Common Shares are expected to be issued and admitted to trading on December 21, 2017. The New Common Shares will represent approximately 20 percent of the total issued share capital in the Company on Admission.

The Placement Price represents a 6.1 percent discount to 12.25 pence, which was the closing price of the Company’s Common Shares on AIM as at 07 December 2017.

The Placement Price represents a 17.1 percent discount to $0.2362, which was the volume weighted average price of the Company’s Common Shares on the TSX for the five trading days ending November 27, 2017.

All Common Shares being issued by the Company pursuant to the Private Placement will be freely transferable outside of Canada; however, these shares are subject to a four-month and one day restricted hold period in Canada which will prevent such common shares from being resold in Canada, through a Canadian exchange or otherwise, during the restricted period without an exemption from the Canadian prospectus requirement.

Immediately following completion and Admission of the Private Placement, the Company’s issued share capital will consist of 128,921,428 Common Shares. The Company does not hold any Common Shares in treasury. This figure may be used by shareholders to determine if they are required to notify their interest in, or a change to their interest in, the Company.

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