Schedule 1 - Touchstone Gold Limited

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES

("AIM RULES")

COMPANY NAME:

Touchstone Gold Limited

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

Akara Building

24 De Castro Street

Wickhams Cay 1

Road Town

Tortola

British Virgin Islands

Following completion of the Continuance (as defined in the circular to shareholders published on 10 August 2012 and available on the Company's website at www.touchstonegold.com) (the "Circular"), which is expected to occur on 6 September 2012, the Company's registered office will be moved to:

83 Yonge Street, Suite 2000

Toronto

Province of Ontario

Canada M5C1S8

COUNTRY OF INCORPORATION:

British Virgin Islands

Following completion of the Continuance, the Company's country of incorporation will be the Province of Ontario, Canada.

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.touchstonegold.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Touchstone Gold Limited is a gold-focussed mineral exploration company incorporated in the British Virgin Islands with offices in Toronto, Canada and Medellin, Colombia. Since its establishment in June 2009, the Group has been active in Colombia, South America, and is currently the holder of four mining concessions in the Segovia Gold Belt of Antioquia Department in north, central Colombia, and four mining concessions in Santa Rosa in the Bolivar region of North-Eastern Colombia.

Touchstone Gold Limited is seeking readmission to trading on the AIM market of the London Stock Exchange due to re-domiciling of its top holding company from the British Virgin Islands to the Province of Ontario, Canada by method of the Continuance.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

103,703,705 Ordinary Shares of no par value

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on Admission

Anticipated market capitalisation on Admission: £13.7 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

58.9%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Robert ("Bob") Mackay Buchan (Non-Executive Chairman)

David Alexander Wiley (Chief Executive Officer)

Fraser Alexander Buchan (Executive Director)

Ilyas Tariq Khan (Non-Executive Director)

The Earl of Clanwilliam, Patrick James Gillford (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Pennine Capital Limited* - 23.5%

The Buchan Family Foundation** - 20.8%

Fraser Buchan*** - 5.1%

Dantinor S.A. - 5.1%

David Wiley*** - 4.4%

ECK (BVI) - 4.0%

* Ilyas Khan is a Director of the Company and beneficiary of Pennine Capital Limited and ECK Partners Holdings Limited

** Robert Buchan is a Director of the Company and a beneficiary of The Buchan Family Foundation

*** Director of the Company

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) n/a

(iii) 1. 30 September 2012; 2. 30 June 2013; 3. 30 September 2013

EXPECTED ADMISSION DATE:

10 September 2012

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited

9th Floor

88 Wood Street

London EC2V 7QR

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited

9th Floor

88 Wood Street

London EC2V 7QR

AND

Northland Capital Partners Limited

Fourth Floor

60 Gresham Street

London EC2V 7BB

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Touchstone is a quoted applicant

DATE OF NOTIFICATION:

10 August 2012

NEW/ UPDATE:

NEW

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

10 June 2011

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

http://www.touchstonegold.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Continuing its current strategy of gold exploration focussed in the Rio Pescado region of Colombia.

On 6 August 2012, the Company announced the signing of a business combination agreement to merge with Atlantis Gold Mines Corp. in a strategic transaction to create a Colombia focused gold exploration and development company. It is anticipated that the combination will represent a significant expansion of highly prospective land packages in an area bordering existing activities and will consolidate operations in a region with a history of high-grade gold discoveries and production.

Following completion of the Business Combination Agreement, the Company will have a substantially larger land package than it has at present, and as such would like to be in a position to increase their exploration budget, and therefore is actively looking at various funding options to allow this to occur.

The Company intends to complete the business combination immediately following completion of the Continuation and its re-admission to trading on AIM. The re-admission to trading on AIM is in no way conditional upon the business combination being completed.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

·; On March 5, 2012, Touchstone announced that it had entered into an option agreement, through its wholly owned subsidiary, Touchstone Colombia, with a private company, Cosa Colombia SA, to acquire a 90% interest in four mining concessions, which covers a total area of 57 km2. The four concessions collectively comprise the "Santa Rosa Project". The Santa Rosa Project is located in the gold mining district in the south of the Bolivar Department, Colombia. The Santa Rosa Agreement required an initial payment by Touchstone of US$59,000 to the current concession holders, upon signing the Santa Rosa Agreement; an additional payment by Touchstone of US$50,000 upon the mining concessions being registered to Touchstone Colombia on the National Mining Registry of Colombia; four annual payments by Touchstone of US$327,750 that will commence one year after the mining concessions have been registered; and US$1,000,000 in exploration expenditures on the property before earning the 90% interest. Touchstone has secured a right of first refusal to acquire the remaining 10% of the Santa Rosa Project from Cosa Colombia S.A.

·; On May 31, 2012, Touchstone announced that it had entered into an option agreement through its wholly owned subsidiary, Touchstone Colombia, with an individual land owner, to acquire a 90% interest in a mining concession which covers a total area of 11 km2 that is located near and complements its Santa Rosa Project located in the well-known gold mining district in the south of the Bolivar Department, Colombia. This agreement requires Touchstone to make various staged payments, totaling US$807,000, payable over a four-year period from the signing of this agreement. On signing of the deal Touchstone paid US$50,000 plus US$57,000 in payments due to mining authorities. Upon presentation of the concession contract to Touchstone Colombia US$25,000 will be payable. Upon approval of the concession to Touchstone Colombia US$25,000 will be payable. Upon the concession being registered to Touchstone Colombia with the National Mining Registry in Colombia US$50,000 will be payable. On months 6, 12, 18 and 24 after registration with the National Mining Registry, the amount of US$50,000 for a total of US$200,000 will be payable; and on months 30, 36, 42 and 48 after registration in the National Mining Registry, the amount of US$100,000 for a total of US$400,000 will be payable.

·; Since the last reported, audited financial period to 31 Dec 2011, the Company has utilised approximately $3.4m of its available cash resources

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Touchstone Gold Limited have no reason to believe that the working capital available to it or its group will be insufficient for at least twelve months from the date of its admission:

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

The Company's depositary interests may be settled in CREST.

This will continue to be the case following completion of the Continuance.

CREST is a voluntary system and shareholders wishing to retain their share certificates will be able to do so.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.touchstonegold.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

The following information is not currently part of the Public Record:

·; The total costs, charges and expenses payable by the Company in connection with or incidental to the application for admission to trading on AIM, including registration and London Stock Exchange fees, for printing, advertising and distribution costs, legal and accounting fees and expenses are expected to amount to approximately £50,000 (excluding VAT).

·; The Business Combination Agreement (as defined and summarised in, and appended at Appendix "A" to, the Joint Supplement) provides for the issue to Atlantis shareholders an estimated 59,108,300 Ordinary Shares on completion based on market values as at the date of this announcement.

This document should be read by in conjunction with the following documents, which are available on the Company's website at www.touchstonegold.com:

·; The Circular (Appendix 1);

·; Joint Supplement accompanying the Notice of Special Meeting and Management Information Circular for the shareholders of Atlantis Gold Mines Corp. and the Letter from the Chairman and Notice of General Meeting for the Shareholders of Touchstone Gold Limited dated 3 August 2012 (Appendix 2) (the "Joint Supplement"); and

·; Competent Person's Report, dated 9 August 2012 (Appendix 3).

These documents contain, inter alia, the following information equivalent to that required for an admission document and which is not otherwise part of the Public Record:

·; A summary of material contracts, not being contracts entered into in the ordinary course of business, entered into by the Company or its subsidiaries during the two years immediately preceding the date of this document.

·; The domicile and legal form of the Company and the legislation under which the Company will operate, following completion of the Continuance.

·; A summary of material IP rights, industrial, commercial or financial contracts.

·; The Company's organisational structure and details of significant subsidiaries.

·; Details of rights attaching to ordinary shares following completion of the Continuance.

·; Summary of the new by-laws proposed to be introduced by the Company following completion of the Continuance.

·; Details of the Continuance and the effects on shareholders, including:

o A comparison of shareholder rights under the Business Corporations Act (Ontario), the BVI Business Companies Act 2004 (as amended) and the Companies Act 2006, incorporating a comparison between the existing memorandum and articles of association of the Company and the proposed new by-laws and articles of continuance where relevant;

o Material differences between the proposed new by-laws and the existing memorandum and articles of association of the Company; and

o A general guide to the tax position of shareholders holding shares in the Company following completion of the Continuance.

·; A summary of squeeze out/sell out rules applicable following completion of the Continuance.

A full copy of the proposed articles of continuance and New By-Laws of the Company are set out in Appendices 2 and 3 respectively of the Circular.

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.touchstonegold.com

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None