Touchstone Exploration Inc. — Capital/Financing Update 2020

Nov 13, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Touchstone Exploration Inc. (the "Company" or "Touchstone") 4100, 350 – 7th Avenue SW Calgary, AB T2P 3N9

Item 2 Date of Material Change

November 3, 2020

Item 3 News Release

News releases describing the material change were disseminated via Cision on November 2, 2020, November 3, 2020 and November 12, 2020.

Item 4 Summary of Material Change

On November 2, 2020, Touchstone's Board of Directors approved the issuance of up to 25,750,000 common shares in the capital of the Company (collectively, the "Placing Shares", and each a "Placing Share") with investors in the United Kingdom and Canada (the "Placing"). On November 3, 2020, the Company arranged to issue an aggregate 24,291,866 Placing Shares with investors in the United Kingdom and Canada at a price of £0.95 and C$1.64 per Placing Share, respectively (collectively, the "Placing Price"). On November 12, 2020, the Placing Shares were issued and admitted to trading on the Toronto Stock Exchange (the "TSX") and the AIM market of the London Stock Exchange (the "AIM").

Item 5 Full Description of Material Change

On November 3, 2020, Touchstone's Board of Directors approved the Placing which was conducted by way of accelerated bookbuild in the United Kingdom and by way of subscription agreement in Canada. The results of the Placing were announced on November 3, 2020, with the Placing Shares being conditionally placed with the investors in the United Kingdom and Canada at their respective Placing Price. On November 12, 2020, the Company completed the Placing for aggregate gross proceeds of approximately US$30.3 million.

The Placing Price was negotiated at arm's length between the Company and the joint brokers engaged in connection with the Placing. The Placing Price represented a 4.0 percent discount to £0.99, being the closing price of the Company's common shares on the AIM on November 2, 2020, and 6.9 percent discount to £1.02, being the closing price of the Company's common shares on the AIM on November 3, 2020.

The Company's issued share capital now consists of 208,699,627 common shares, with the Placing Shares representing approximately 11.6 percent thereof.

Item 6 Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Mr. Scott Budau Chief Financial Officer Phone: (403) 750-4487

Item 9 Date of Report

November 12, 2020

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