Mr. Paul Baay reports

OFFER FOR TRINITY EXPLORATION & PRODUCTION PLC WAIVER OF CONDITION AND OFFER DECLARED FINAL

Further to Touchstone Exploration Inc.'s announcement on Aug. 5, 2024:

• The Touchstone board has waived Condition 2.3 (ii) of Part A of Part 3 of the Touchstone scheme document (as defined herein);
• The terms of Touchstone's offer for Trinity Exploration & Production PLC announced under Rule 2.7 of the code on May 1, 2024, are final, and the Touchstone offer will not be increased.

The Touchstone board notes that the irrevocable undertakings provided to Touchstone by Trinity shareholders in respect of a total of 15,083,344 Trinity shares, representing, in aggregate, approximately 38.9 per cent of Trinity's ordinary share capital in issue (excluding any Trinity shares held in treasury) continue to remain binding.

When taken together with a letter of intent provided by a Trinity shareholder, the total number of Trinity shares subject to irrevocable undertakings and the letter of intent is 16,023,344 Trinity shares, representing approximately 41.29 per cent of the ordinary share capital of Trinity in issue on Aug. 20, 2024 (being the latest practicable date prior to this announcement and excluding any Trinity shares held in treasury).

Touchstone notes that the terms of the irrevocable undertakings oblige those Trinity shareholders and Trinity directors who gave irrevocable undertakings to vote against the recommended offer by Lease Operators Ltd. for the entire issued and to be issued share capital of Trinity, which is intended to be implemented by way of a court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act. 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.

The terms of the irrevocable undertakings (including the circumstances in which they would cease to be binding) were summarized in both the announcement on May 1, 2024, and the shareholder circular relating to the Touchstone scheme published by Trinity on May 24, 2024. The irrevocable undertakings themselves are available on Touchstone's website.

Touchstone continues to recommend that Trinity shareholders to take no action in response to the Lease Operators offer. A further announcement will be made by Touchstone in connection with the Touchstone offer in due course, as and when appropriate.

Paul Baay, president and chief executive officer of Touchstone, commented: "We continue to believe that the Touchstone offer represents an attractive opportunity to materially enhance value for both Trinity's and Touchstone's shareholders, and we have therefore decided not to allow the Touchstone offer to lapse at this juncture. The Touchstone board maintains strong strategic and financial discipline with all corporate activity and continues to believe that the Touchstone offer represents very attractive value to Trinity shareholders; therefore, notwithstanding the Lease Operators offer, Touchstone does not intend to increase its previously communicated offer.

"Separately, within the constraints of the offer process, we will continue to keep our shareholders regularly updated on operational and strategic developments as we progress towards initial production from our Cascadura-2ST1 and Cascadura-3ST1 wells and drill two additional development wells at our Cascadura B site in the fourth quarter of 2024, as previously announced on Aug. 13, 2024."

Important notices

Shore Capital & Corporate Ltd. and Shore Capital Stockbrokers Ltd., which are authorized and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively as lead financial adviser and joint corporate broker for Touchstone and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the acquisition or any other matter referred to herein. Neither Shore Capital & Corporate nor Shore Capital Stockbrokers nor any of their subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein or otherwise.

Canaccord Genuity Ltd., which is authorized and regulated in the United Kingdom by the FCA, is acting as co-financial adviser and joint corporate broker to Touchstone and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to contents of this announcement or any other matters referred to in this announcement. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this announcement, any statement contained herein or otherwise.