Mr. Paul Baay reports

TOUCHSTONE EXPLORATION ANNOUNCES AMENDED LOAN AGREEMENT TO SUPPORT PENDING ACQUISITION

Touchstone Exploration Inc.'s wholly owned Trinidadian subsidiary, Touchstone Exploration (Trinidad) Ltd. (TETL), has entered into a fourth amended and restated loan agreement with its existing Trinidad-based lender.

As previously disclosed, on Dec. 12, 2024, TETL entered into a share purchase agreement (SPA) to acquire 100 per cent of the share capital of a Trinidad-based company from a third party. Upon closing, TETL will pay $23-million in cash, in addition to the acquired entity's Dec. 31, 2024, cash and abandonment fund balances, subject to customary purchase price adjustments. The total estimated consideration is approximately $28.5-million. Completion of the acquisition remains subject to the satisfaction or waiver of certain outstanding conditions precedent.

Touchstone currently has $33.5-million in outstanding debt across its two term loan facilities and revolving loan facility. On May 12, 2025, TETL executed the amended loan agreement, which includes the following key terms:

• A new $30-million, six-year, non-revolving term loan facility, with no principal payments due during the first 11 months, followed by 21 equal quarterly repayments;
• Revised financial covenants, tested annually;
• A two-year extension of the maturity date of the existing revolving loan facility, with optional two-year renewal periods subject to mutual agreement.

Touchstone intends to fully draw the $30-million under the new term facility to finance the acquisition and to meet obligations under the amended lending arrangements.

In connection with the revised financing arrangement, the parties to the SPA have agreed to extend the long-stop date for the acquisition to May 16, 2025. The parties must satisfy or waive all remaining conditions precedent by this date, with closing to occur on a mutually agreed date thereafter.

About Touchstone Exploration Inc.

Touchstone Exploration is a company based in Calgary, Alta., engaged in the business of acquiring interests in petroleum and natural gas rights and the exploration, development, production and sale of petroleum and natural gas. Touchstone is currently active in onshore properties located in the Republic of Trinidad and Tobago. The company's common shares are traded on the Toronto Stock Exchange and the AIM (Alternative Investment Market) of the London Stock Exchange under the symbol TXP.

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