Touchstone Exploration Inc. (TXP) Earnings Call Transcript & Summary

July 23, 2026

TSX CA Energy Oil, Gas and Consumable Fuels shareholder_meeting 19 min

Earnings Call Speaker Segments

Operator

operator
#1

Hello, and welcome to the 2026 Annual Meeting of Shareholders of Touchstone Exploration Inc. Please note that this meeting is being recorded. Registered shareholders and proxy holders may submit via the message tab at the top left of your screen by typing in your message, then clicking the send icon to the right of the message box. It is my pleasure to introduce the Chair of Touchstone Exploration, Mr. Ken McKinnon. Mr. McKinnon, the floor is yours.

Kenneth McKinnon

executive
#2

Thank you. Good morning, ladies and gentlemen. I will ask that the 2026 Annual and Special Meeting of Shareholders come to order. As you know, my name is Ken McKinnon, and I am the Chair of the Board of Directors of Touchstone Exploration Inc., and it is my responsibility and privilege to chair today's meeting. On behalf of the company, I welcome you to this Annual and Special Meeting of Shareholders. Our goal today is to ensure that you are able to participate fully in the meeting. I invite you, our shareholders and duly appointed proxy holders to ask questions and vote on each of the matters of business as if you were attending the meeting in-person. I encourage registered shareholders or duly appointed proxy holders to submit any questions as early as possible so that we may address them at the right moment during the meeting. If you have a question, click on the Ask a Question button at the top of your screen above our logo. Please read the instructions in the text box before submitting your question. Please identify whether your question relates to a motion being considered as part of the formal business of the meeting or whether it is of a more general nature. We will try to address questions that relate to a particular motion at the appropriate time of the meeting, and general questions will be saved for the question-and-answer period following the formal portion of the meeting. Those who have signed in as a registered shareholder or a duly appointed proxy holder may also vote via the online platform. You will only have 1 minute to cast your vote. Voting will open after all of the items of business have been discussed. If you have voted in advance of the meeting and do not wish to change your vote, you do not need to do anything. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. Before we proceed with the formal business of today's meeting, I would like to introduce our directors and executive management team who have joined us online today. Mr. Bhulo Kansagra; Dr. Priya Marajh; Mr. Peter Nicol; Ms. Beverley Smith; Mr. Stanley Smith; Ms. Sarah Gingridge, our Corporate Secretary; Mr. Paul Baay, our President and Chief Executive Officer; Mr. Scott Budau, our Chief Financial Officer; and Mr. Brian Hollingshead, EVP, Engineering and Business Development. In accordance with the bylaws of the company, I will preside as Chairman of this meeting, and I hereby appoint Ms. Sarah Gingridge to act as Secretary of the meeting; and Ms. Gloria Gherasim of Odyssey Trust Company to act as the scrutineer. The notice calling this meeting was mailed to all shareholders on June 23, 2026. The declaration of meeting is available for inspection by any shareholder, and I ask that the secretary file a copy of the declaration of mailing with the minutes of today's meeting. A quorum of shareholders is present for the transaction of business at this meeting if at least 2 persons are represented and holding or representing by proxy not less than 5% of the shares entitled to vote at the meeting. I've been advised by the scrutineer that there are at least 51 shareholders represented today, representing 82,383,533 common shares being 25.3% of the common shares eligible to vote at the meeting. Accordingly, we have a quorum present. The scrutineer's report is available for inspection by any shareholder, and I would ask the secretary to file a copy of such with the minutes of today's meeting. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. We have a number of matters of business today. A full description of each matter is provided in the company's management information circular dated June 11, 2026, which was mailed to shareholders requesting it and otherwise made available online. To facilitate proceedings, I have asked Ms. Lindsay Knight, Mr. Michael Kelly and Mr. Andrew Reeder, who are also shareholders to move and second all motions. I will call on them at the appropriate time. This is not intended in any way to curtail discussion. As mentioned, voting will only -- will open only after all items of business have been discussed. Registered shareholders and duly appointed proxy holders will have 1 minute thereafter to cast their votes on all motions. Again, if you have voted in advance of the meeting and do not wish to change your vote, you do not need to vote again. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. Each item of business to be voted on today must be passed by a majority of the votes cast. The first item of business is the presentation of Touchstone's comparative annual audited financial statements for the year ended December 31, 2025, together with the report of the auditors. The financial statements were mailed to shareholders requesting them, and I do not propose to read the auditor's report. Are there any questions or comments on the financial statements or the auditor's report?

Michael Kelly

executive
#3

It appears there are no further questions on this item?

Kenneth McKinnon

executive
#4

Thank you. I declare that the comparative annual audited financial statements of the company for the year ended December 31, 2025, together with the report of the auditors thereon have been received. The next item of business is to fix the number of directors to be elected at this meeting at 7. I will now ask for a motion on this matter.

Michael Kelly

executive
#5

Mr. Chair, I move to fix the number of directors to be elected at this meeting at 7.

Kenneth McKinnon

executive
#6

Thank you, Michael. Is there a seconder?

Andrew Reeder

executive
#7

Mr. Chair, I second the motion.

Kenneth McKinnon

executive
#8

Thanks, Andrew. We will now address any questions or comments from registered shareholders or proxy holders that are directly related to the motion to fix the number of directors to be elected at this meeting at 7. Have any questions or comments been raised?

Michael Kelly

executive
#9

It appears there are no further questions or comments on this item.

Kenneth McKinnon

executive
#10

Thank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. The next item of business is the election of directors. Information about each nominee is included in the company's management information circular dated June 11, 2026, and I confirm that all nominees are eligible for election. I note that the Board of Directors has implemented an advanced notice bylaw. Pursuant to this bylaw, advance notice must be given to the company regarding any proposed director nominees not included in Touchstone's management information circular. No such notice was received by the company. I further note that we will be nominating and approving individual directors and not a slate of directors. Shareholders should note that as a result of the company's majority voting policy, a withhold vote is effectively the same as a vote against the director nominee in an uncontested election. I will now receive nominations.

Andrew Reeder

executive
#11

Mr. Chair, I nominate each of those persons specified in Touchstone's management information circular dated June 11, 2026, to be elected as directors of the company, namely Mr. Paul R. Baay, Mr. Bhulo Kansagra, Dr. Priya Marajh, Mr. Kenneth R. McKinnon, Mr. Peter Nicol, Ms. Beverley Smith and Mr. Stanley T. Smith.

Kenneth McKinnon

executive
#12

Thanks, Andrew. I declare the nominations closed. I will now ask for a motion that each of the nominees be elected to serve as a director.

Michael Kelly

executive
#13

Mr. Chair, I move that each of the 7 persons nominated be elected as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed.

Kenneth McKinnon

executive
#14

Thanks, Michael. Is there a seconder?

Lindsay Knight

executive
#15

Mr. Chair, I second the motion.

Kenneth McKinnon

executive
#16

Thanks, Lindsay. We will now address any questions or comments from registered shareholders or proxy holders that are directly related to the election of directors. Have any questions or comments been raised?

Michael Kelly

executive
#17

No, we've not received any questions or comments on this item.

Kenneth McKinnon

executive
#18

Thank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. The next item of business is the appointment of Ernst & Young LLP, Chartered Professional Accountants of Calgary, Alberta to serve as auditors of the company for the ensuing year. I will now ask for a motion on this matter.

Michael Kelly

executive
#19

Mr. Chair, I move that Ernst & Young LLP be appointed as auditors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successor is appointed at such remuneration as may be determined by the Board of Directors and that the Board of Directors be authorized to fix such remuneration.

Kenneth McKinnon

executive
#20

Thanks, Michael. Is there a seconder?

Lindsay Knight

executive
#21

Mr. Chair, I second the motion.

Kenneth McKinnon

executive
#22

Thanks, Lindsay. We will now address any questions or comments from registered shareholders or proxy holders that are directly related to the appointment of auditors. Have any questions or comments been raised?

Michael Kelly

executive
#23

No, we have not received any questions or comments on this item.

Kenneth McKinnon

executive
#24

Thank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. The next item of business is the approval of common shares, which may be issuable pursuant to unallocated awards under the company's Omnibus Incentive Compensation Plan. The full text of the resolution is set forth on Pages 12 and 13 of the company's management information circular dated June 11, 2026. To be effective, the resolution must be passed by a majority of the votes cast by the shareholders present in-person or by proxy at this meeting. Unless there are any questions, I will now ask for someone to move the ordinary resolution approving the unallocated awards under the company's Omnibus Incentive Compensation Plan.

Andrew Reeder

executive
#25

Mr. Chair, I move that the ordinary resolution approving common shares, which may be issuable pursuant to unallocated awards under the company's Omnibus Incentive Compensation Plan as more fully described on Pages 12 and 13 of Touchstone's management information circular dated June 11, 2026, be approved.

Kenneth McKinnon

executive
#26

Thanks, Andrew. Is there a seconder?

Michael Kelly

executive
#27

Mr. Chair, I second the motion.

Kenneth McKinnon

executive
#28

Thanks, Michael. We will now address any questions or comments from registered shareholders or proxy holders that are directly related to the unallocated awards resolution. Have any questions or comments been raised?

Michael Kelly

executive
#29

Mr. Chair, no, we have not received any questions or comments on this item.

Kenneth McKinnon

executive
#30

Thank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. The next item of business is to approve and authorize the issuance of up to a maximum of 63,555,276 common shares, which may be issuable pursuant to the August 2025 convertible debenture and the exercise of common share purchase warrants. The full text of the resolution is set forth on Page 14 of the company's management information circular dated June 11, 2026. To be effective, the resolution must be passed by a majority of the votes cast by the shareholders present in-person or by proxy at this meeting. I will now ask for someone to move the ordinary resolution approving the 2025 convertible debenture resolution.

Michael Kelly

executive
#31

Mr. Chair, I move that the ordinary resolution approving the issuance of up to a maximum of 63,555,276 common shares, which may be issuable pursuant to the conversion of the August 2025 convertible debenture and the exercise of common shares purchase warrants issued to the holder as more fully described on Page 14 of Touchstone's management information circular dated June 11, 2026, be approved.

Kenneth McKinnon

executive
#32

Thank you. Is there a seconder?

Andrew Reeder

executive
#33

Mr. Chair, I second the motion.

Kenneth McKinnon

executive
#34

We will now address any questions or comments from registered shareholders or proxy holders that are directly related to the 2025 convertible debenture resolution. Have any questions or comments been raised?

Michael Kelly

executive
#35

No, Mr. Chair, we have not received any questions or comments on this item.

Kenneth McKinnon

executive
#36

Thank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. The final item of business is to approve the repayment of the company's nonconvertible debenture held by Purebond Limited via the issuance of 89,765,000 common shares in connection with the June 2026 integrated financing. The full text of the resolution is set forth on Pages 17 and 18 of the company's management information circular dated June 11, 2026. To be effective, the resolution must be passed by a majority of the votes cast by this interested shareholders present in person or by proxy at this meeting. For TSX purposes, the votes attaching to any shares held by Purebond Limited and its affiliates and associates will be excluded from the vote. I will now ask for someone to move the ordinary resolution approving the June 2026 integrated financing resolution.

Michael Kelly

executive
#37

Mr. Chair, I move that the ordinary resolution approving the repayment of the nonconvertible debenture held by Purebond Limited via a subscription of -- sorry about that. 89,765,000 company common shares as more fully described on Pages 17 and 18 of Touchstone's management information circular dated June 11, 2026, be approved.

Kenneth McKinnon

executive
#38

Thank you. Is there a seconder?

Michael Kelly

executive
#39

Mr. Chair, I second the motion.

Kenneth McKinnon

executive
#40

Thanks, Michael. We will now address any questions or comments from registered shareholders or proxy holders that are directly related to the June 2026 integrated financing resolution. Have any questions or comments been raised?

Michael Kelly

executive
#41

No, Mr. Chair, we have not received any questions or comments on this item.

Kenneth McKinnon

executive
#42

Thank you. The motion has been recorded and will be voted upon after all other items of business have been discussed. Now that we have discussed all of the items of business, we will open voting on all motions set forth today for 1 minute before I declare voting to be closed. Again, if you have voted in advance of the meeting and do not wish to change your vote, you do not need to do anything. If you do not wish to change your vote -- if you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. The 1-minute period will begin now. [Voting]

Michael Kelly

executive
#43

Mr. Chair, that concludes the...

Kenneth McKinnon

executive
#44

Thank you. I would now like to ask Odyssey Trust Company to close the poll. Thank you to our shareholders who have voted in advance and during today's meeting. The polls are now closed. and we will now proceed with the announcing the voting results of the meeting. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions. As such, I declare each of the resolutions considered at today's meeting in respect of those matters as carried. The exact number of votes cast in respect of each matter will be filed on SEDAR and by news release, which will also be made available on our website. That now concludes the formal business of this 2026 Annual and Special Meeting of Shareholders, and I declare the meeting is now concluded. We will now have Paul Baay, Touchstone's President and Chief Executive Officer, answer any registered shareholders or duly appointed proxy holders questions as time permits.

Paul Baay

executive
#45

Mr. Chair, we have no questions that have been registered. And just to provide information, we'll be providing a full operational update either prior to or in conjunction with our quarterly numbers that will come out on August 14.

Kenneth McKinnon

executive
#46

Thank you, Paul. Thanks, everybody, for joining us today. Appreciate your time.

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