Touchstone Exploration Inc. (TSX:TXP) made an unsolicited, conditional non-binding proposal to acquire Trinity Exploration & Production plc (AIM:TRIN) from group of shareholders on November 23, 2023. Touchstone Exploration reached agreement to acquire Trinity Exploration & Production from group of shareholders for £24.1 million on May 1, 2024. Under the terms of the Acquisition, Trinity Shareholders shall be entitled to receive for each Trinity Share 1.5 New Touchstone Shares. Trinity Shareholders will, in aggregate, receive approximately 58,341,102 New Touchstone Shares. Immediately following completion of the Acquisition, Trinity Shareholders will own approximately 19.9% of the share capital of the Combined Group. The Acquisition represents an implied value of £0.619 per Trinity Share, valuing the entire issued share capital of Trinity at approximately £24.1 million. The board of directors of each of Touchstone and Trinity are also pleased to note that, in total, Trinity Shareholders (including those Trinity Directors who hold Trinity Shares) representing 38.9% of Trinity's issued ordinary share capital as at April 30, 2024 are supportive of the Acquisition and have each entered into irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. Trinity Directors intend to recommend unanimously that Trinity Shareholders vote in Favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. The Acquisition is also subject to the receipt or waiver of anti-trust clearances in Trinidad and Tobago; the receipt of the following consents or waivers from Heritage provided its written consent to the Acquisition under the terms of the LOAs, the Galeota JOA and the Royalty Conversion Agreements in a form and subject to conditions (if any) that are reasonably satisfactory to Touchstone; the waiver (or non-exercise within any applicable time limits) by Heritage of any right of pre-emption, right of first offer or refusal or any similar or analogous right, arising as a result of or in connection with the Acquisition under the terms of the JOAs, the acceptance by Toronto Stock Exchange ("TSX") of the listing of the Touchstone Shares issuable pursuant to the Acquisition on customary post-closing conditions; Acquisition requires such approval, the Government of the Republic of Trinidad and Tobago Ministry of Energy and Energy Industries having provided consent to the Acquisition in a form and subject to conditions (if any) that are reasonably satisfactory to Touchstone; and The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting will be distributed to Trinity Shareholders. Acquisition is expected to become Effective before the end of Q3 2024.

Houlihan Lokey provided fairness opinion to Trinity Directors. Daniel Bush, Toby Gibbs, and Tom Knibbs of Shore Capital acting as lead Financial Adviser, Nominated Adviser and Joint Corporate Broker; Adam James and Ana Ercegovic Canaccord Genuity Limited acting as Co-Financial Adviser, and Joint Corporate Broker and Norton Rose Fulbright LLP is acting as legal adviser to Touchstone. Tom Hughes and Tim Richardson of Houlihan Lokey UK Limited acting as Financial Adviser and Mark Brady and James Keeshan of SPARK Advisory Partners Limited acting as Nominated Adviser, Pinsent Masons LLP is acting as legal adviser and Link Market Services Limited is the Registrar to Trinity.