Statement regarding Lease Operators offer for Trinity

Touchstone Exploration release

CALGARY, ALBERTA - Touchstone notes the announcement by Lease Operators Limited ("Lease Operators") and Trinity of a recommended offer by Lease Operators for the entire issued and to be issued share capital of Trinity (the "Lease Operators Offer"), which is intended to be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act (the "Lease Operators Scheme").

Touchstone is considering its position and urges Trinity Shareholders to take no action in response to the announcement by Lease Operators and Trinity.

Irrevocable undertakings summary

The board of directors of Touchstone (the "Touchstone Board") notes that prior to the announcement of the all share offer by Touchstone on 1 May 2024 (the "Touchstone Offer"), Touchstone received Irrevocable Undertakings in respect of a total of 15,083,344 Trinity Shares representing, in aggregate, approximately 38.9 percent of Trinity's ordinary share capital in issue (excluding any Trinity Shares held in treasury). The necessary resolutions to approve the scheme of arrangement proposed by Trinity to implement the Touchstone Offer (the "Touchstone Scheme") were approved by majorities of over 99 percent of shareholders voting at both the Trinity Court Meeting and General Meeting.

The terms of the Irrevocable Undertakings were summarised in both the announcement on 1 May 2024 and the shareholder circular relating to the Touchstone Scheme published by Trinity on 24 May 2024 (the "Touchstone Scheme Document"), and that summary is reproduced in full in the Annex to this announcement. The Irrevocable Undertakings themselves are available online at: https://www.touchstoneexploration.com/trinity-acquisition

In particular, Touchstone draws the attention of Trinity Shareholders to the fact that, as the Trinity Court Meeting and General Meeting have both taken place, the Irrevocable Undertakings remain binding regardless of the Lease Operators Offer unless the Touchstone scheme lapses or is withdrawn. A summary of the circumstances in which the Irrevocable Undertakings would cease to have effect is included in the Annex to this announcement.

Touchstone notes that the terms of the Irrevocable Undertakings oblige those Trinity Shareholders and Trinity Directors who gave Irrevocable Undertakings to vote against the Lease Operators Scheme. As long as the Irrevocable Undertakings remain binding, the statutory majorities required for shareholder approval of the Lease Operators Scheme would not be capable of being met and the Lease Operators Scheme would not, therefore, be capable of becoming effective.

Receipt of Letter of Intent in Support of Touchstone's Offer

Touchstone further announces that it has received a letter of intent from Andrew Byles in respect of a total of 1,000,000 Trinity Shares, representing approximately 2.58 per cent. of the ordinary share capital of Trinity (excluding any Trinity Shares held in treasury) (the "Letter of Intent"), which confirms:

i.    that he remains fully supportive of the Touchstone Offer;

ii.    that he intends to vote against any resolution put to Trinity shareholders to approve the Lease Operators Offer and / or any other shareholder resolution to approve, implement or facilitate the Lease Operators Offer (or any other resolution which may delay, impede or frustrate the Touchstone Offer); and

iii.   that, if the Lease Operators Offer were to be revised so as to be implemented by means of a contractual takeover offer, it would also be his intention not to accept the Lease Operators Offer.

When taken together with the Irrevocable Undertakings, this brings the total number of Trinity Shares subject to Irrevocable Undertakings and the Letter of Intent to 16,083,344 Trinity Shares, representing approximately 41.45 per cent. of the ordinary share capital of Trinity in issue on 2 August 2024 (being the latest practicable date prior to this announcement and excluding any Trinity Shares held in treasury).

As highlighted by the Trinity Board and in Touchstone's announcement on 25 July 2024, Touchstone notes that it will have the ability to invoke Condition 2.3 (ii) of Part A of Part Three of the Touchstone Scheme Document and lapse the Scheme on 22 August 2024, being the 22^nd day following the date of the original Court Hearing date of 31 July 2024, if it so chooses. In such circumstances, the Irrevocable Undertakings would also cease to have effect.

A further announcement will be made by Touchstone in due course, as and when appropriate.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Touchstone Scheme Document.