JJR Wood Holdings Inc. Acquires Secured Convertible Debenture and Warrants of Touchstone Exploration Inc

Rhea-AI Summary

JJR Wood Holdings Inc., controlled by Jeffrey Wood, has made a significant investment in Touchstone Exploration Inc. (PBEGF) through a non-brokered private placement on August 13, 2025. The investment includes a US$12.5 million secured convertible debenture and 6.25 million common share purchase warrants.

Prior to the transaction, Wood owned 644,860 common shares (0.25% ownership). Upon full conversion of the debenture and exercise of warrants, Wood's potential ownership could increase to 64,200,136 shares, representing approximately 19.78% of outstanding shares. Wood maintains a long-term investment perspective and may adjust his position based on market conditions.

Positive

• Significant US$12.5 million investment through convertible debenture shows confidence in company
• Strategic investor with long-term perspective secured through private placement
• Potential for substantial ownership increase to 19.78% demonstrates commitment

Negative

• Potential significant dilution for existing shareholders upon conversion
• Single investor gaining substantial control with nearly 20% potential ownership

Toronto, Ontario--(Newsfile Corp. - August 18, 2025) - JJR Wood Holdings Inc., beneficially owned and controlled by Jeffrey Wood, announces today that on August 13, 2025, it acquired a US$12,500,000 principal amount secured convertible debenture (the "Debenture") and 6,250,000 common share purchase warrants (the "Warrants") in the capital of Touchstone Exploration Inc. (the "Company"), as part of the Company's non-brokered private placement (the "Transaction").

Prior to the completion of the Transaction, Mr. Wood, directly or indirectly, beneficially owned and controlled, an aggregate of 644,860 common shares in the capital of the Company ("Common Shares") representing approximately 0.25% of the then issued and outstanding Common Shares on both an undiluted basis and a partially diluted basis. Upon completion of the Transaction, Mr. Wood, directly or indirectly, beneficially owns and controls an aggregate of 644,860 Common Shares, 6,250,000 Warrants and the Debenture, representing approximately 0.25% of the issued and outstanding Common Shares on an undiluted basis. Mr. Wood will have the right to own, after conversion in full of the Debenture and exercise of the Warrants, 64,200,136 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares (after giving effect to the conversion of the full amount of Debenture and exercise of the Warrants issued under the Transaction).

Mr. Wood has a long-term view of the investment and may acquire additional securities of the Company either on the open market or through private acquisitions or sell the Common Shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

This news release is issued pursuant to National Instruments 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and 62-104 – Take-over Bids and Issuer Bids, which also require a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). For further details relating to the acquisition, please see the Early Warning Report, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca, or may be requested by mail at: Jeff Wood c/o Irwin Lowy LLP, 217 Queen Street West, Suite 401, Toronto, ON M5V 0R2, or by email at jwood@treelawngroup.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/262968

FAQ

What is the size of Jeffrey Wood's investment in Touchstone Exploration (PBEGF)?

Jeffrey Wood's investment consists of a US$12.5 million secured convertible debenture and 6.25 million common share purchase warrants acquired on August 13, 2025.

How much could Jeffrey Wood's ownership in PBEGF increase after the transaction?

Wood's ownership could increase from 0.25% to approximately 19.78% of outstanding shares upon full conversion of the debenture and exercise of warrants.

What was Jeffrey Wood's ownership in Touchstone Exploration before the transaction?

Prior to the transaction, Wood owned 644,860 common shares, representing approximately 0.25% of outstanding shares.

What are the terms of the PBEGF private placement with Jeffrey Wood?

The private placement includes a US$12.5 million secured convertible debenture and 6.25 million common share purchase warrants, with potential to convert into a 19.78% ownership stake.

What is Jeffrey Wood's investment strategy for Touchstone Exploration stock?

Wood maintains a long-term investment perspective and may acquire additional securities or sell shares based on market conditions and other relevant factors.