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Thistle is included pursuant to the Enterprise Companies Act (Ontario) (the “OBCA“) on September 1, 2017. Thistle has centered on crucial minerals exploration within the Bathurst Mining Camp, New Brunswick, Canada. Thistle makes use of leading edge expertise paired with AI and proprietary algorithms to advance its mission portfolio and enhance shareholder worth.
Key Phrases of the Acquisition Settlement and Qualifying Transaction
On September 15, 2025, the Acquisition Settlement in respect of the Qualifying Transaction was entered into by the Firm, Thistle and 1001354705 Ontario Inc. (“Subco“), a wholly-owned subsidiary of the Firm included for the aim of finishing the Amalgamation (as outlined herein).
The Acquisition Settlement supplies for, amongst different issues, a three-cornered amalgamation underneath the OBCA, among the many Firm, Thistle, and Subco (the “Amalgamation“), pursuant to which, amongst different issues:
- Thistle will amalgamate with Subco underneath Part 174 of the OBCA to type one company;
- every frequent share of Thistle (every, a “Thistle Share“) excellent instantly previous to the efficient time (the “Efficient Time“) of the closing of the Qualifying Transaction that’s held by a shareholder of Thistle (a “Thistle Shareholder“) might be exchanged for one (1) frequent share of the Firm (the “Frequent Shares“); and
- all convertible securities of Thistle excellent instantly previous to the Efficient Time might be cancelled and changed with equal convertible securities of the Ensuing Issuer, entitling the holders thereof to accumulate Frequent Shares in lieu of Thistle Shares.
As well as, previous to the Efficient Time, the Firm intends to impact a change of its company title to “Thistle Sources Inc.” or such different title as decided by Thistle and is suitable to the relevant regulatory authorities (the “Identify Change“).
The Amalgamation will consequence within the reverse takeover of the Firm by Thistle Shareholders and can represent the Firm’s “qualifying transaction”.
Upon completion of the Qualifying Transaction, it’s anticipated that the Ensuing Issuer might be listed as a Tier 2 Mining Issuer on the TSXV (as outlined by the insurance policies of the TSXV).
The closing of the Qualifying Transaction might be topic to the receipt of all requisite regulatory approvals (together with the approval of the TSXV), requisite shareholder approvals and the satisfaction of different customary circumstances.
For extra data regarding the phrases of the Qualifying Transaction, please consult with a replica of the Acquisition Settlement, which might be filed and made accessible in the end on SEDAR+ (www.sedarplus.ca) underneath the Firm’s issuer profile, in addition to the information launch dated July 10, 2025, which is offered on SEDAR+ (www.sedarplus.ca) underneath the Firm’s issuer profile. Further data concerning the proposed Identify Change and different company ancillary issues to be thought-about on the particular assembly of shareholders on November 10, 2025 (the “Assembly“) might be accessible within the Firm’s administration data round to be filed in the end on SEDAR+ (www.sedarplus.ca) underneath the Firm’s issuer profile.
Financing
In reference to and as a situation to the Qualifying Transaction, the Firm intends to finish an fairness financing (the “Financing”) to be accomplished concurrently with the closing of the Qualifying Transaction via a personal placement of: (i) non-flow via models (the “NFT Items“) at a difficulty worth of $0.20 per NFT Unit, with every NFT Unit comprised of 1 share of the Firm and one warrant (“Warrant“), with every complete Warrant exercisable into one share of the Ensuing Issuer for a interval of two years at an train worth of $0.30 per share; (ii) movement via models (the “FT Items“) at a difficulty worth of $0.25 per FT Unit, comprised of 1 movement via share of the Firm (the “FT Share“) and one Warrant; and (iii) charity movement through-units (the “Charity FT Items“, and along with the NFT Items and FT Items, collectively the “Items“) at a difficulty worth of $0.30 per Charity FT Unit, comprised of 1 FT Share and one Warrant, for gross proceeds of a minimal of $1,750,000 and a most of $3,500,000 (the “Non-public Placement“). The Financing is topic to approval of the TSXV.
The Firm has engaged Analysis Capital Company (“RCC“) to function lead agent on a commercially cheap best-efforts foundation in reference to the Non-public Placement. The securities might be bought to “accredited traders” pursuant to exemptions from prospectus necessities underneath Canadian securities legal guidelines and/or in jurisdictions apart from Canada which might be mutually agreed to by the Firm and RCC.
The Firm has granted RCC an choice, exercisable in complete or partly by RCC by giving discover to the Firm at any time as much as 48 hours previous to the closing of the Non-public Placement to promote as much as a further variety of Items equal to fifteen% of the bottom Non-public Placement dimension on the difficulty worth of such Items.
RCC might be paid a money payment (the “Agent’s Price“) of 8.0% of the gross proceeds of the Non-public Placement. However the foregoing, the Agent’s Price might be lowered to 4.0% for gross proceeds obtained by sure events recognized by Thistle (the “President’s Checklist“). RCC can even be granted quite a lot of compensation warrants (the “Compensation Warrants“) equal to eight.0% of the variety of Items issued to traders within the Non-public Placement (lowered to 4.0% for President’s Checklist subscribers). Every Compensation Warrant might be exercisable for one unit (the “Compensation Items“) at an train worth of $0.20 per Compensation Unit for a interval of 24 months following the time limit of the Non-public Placement with every Compensation Unit comprised of 1 share and one Warrant. RCC will obtain a company finance companies payment of $50,000 on completion of the Non-public Placement.
The web proceeds of the Non-public Placement might be used for exploration bills on Thistle’s mining tasks and dealing capital and basic company functions.
St. Davids Capital Inc.
St. Davids was included underneath the Enterprise Companies Act (Ontario) on August 4, 2021 and is a Capital Pool Firm (as outlined within the insurance policies of the TSXV) listed on the TSXV. St. Davids has no business operations and no belongings apart from money.
Cautionary Notice Relating to Ahead-Trying Data
This press launch incorporates statements that represent “forward-looking data” (“forward-looking data“) throughout the which means of the relevant Canadian securities laws. All statements, apart from statements of historic reality, are forward-looking data and are primarily based on expectations, estimates, and projections as of the date of this information launch. Any assertion that discusses predictions, expectations, beliefs, plans, projections, aims, assumptions, future occasions, or efficiency (usually however not all the time utilizing phrases reminiscent of “expects”, “doesn’t anticipate”, “is anticipated”, “anticipates” or “doesn’t anticipate”, “plans”, “budgets”, “schedules”, “forecasts”, “estimates”, “believes” or “intends” or variations of such phrases and phrases or stating that sure actions, occasions, or outcomes “could” or “might”, “would”, “would possibly” or “will” be taken to happen or be achieved) aren’t statements of historic reality and could also be forward-looking data.
In disclosing the forward-looking data contained on this press launch, the Firm has made sure assumptions, together with that the Non-public Placement might be accomplished on acceptable phrases and all relevant shareholder and regulatory approvals for the Qualifying Transaction might be obtained. Though the Firm believes that the expectations mirrored in such forward-looking data are cheap, it can provide no assurance that the expectations of any forward-looking data will show to be right. Identified and unknown dangers, uncertainties, and different components could trigger the precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking data. Such components embrace however aren’t restricted to: availability of financing; delay or failure to obtain board, shareholder, or regulatory approvals; and basic enterprise, financial, aggressive, political, and social uncertainties. Accordingly, readers shouldn’t place undue reliance on the forward-looking data contained on this press launch. Besides as required by regulation, the Firm disclaims any intention and assumes no obligation to replace or revise any forward-looking data to replicate precise outcomes, whether or not because of new data, future occasions, adjustments in assumptions, adjustments in components affecting such forward-looking data, or in any other case.
For additional data, please contact:
St. Davids Capital Inc.
Rocco Racioppo
rocrac80@gmail.com
Thistle Sources Corp.
Patrick J. Cruickshank
patrick@thistleresources.com
All data supplied on this press launch regarding Thistle has been supplied by administration of Thistle and has not been independently verified by administration of the Firm.
Completion of the Qualifying Transaction is topic to quite a lot of circumstances, together with however not restricted to TSXV acceptance. The place relevant, the Qualifying Transaction can’t shut till the required shareholder approval is obtained. There will be no assurance that the Qualifying Transaction might be accomplished as proposed or in any respect.
Buyers are cautioned that, besides as disclosed within the submitting assertion (or different relevant disclosure doc) of St. Davids to be ready in reference to the Qualifying Transaction, any data launched or obtained with respect to the Qualifying Transaction is probably not correct or full and shouldn’t be relied upon. Buying and selling within the securities of St. Davids ought to be thought-about extremely speculative.
The TSXV has on no account handed upon the deserves of the Qualifying Transaction and has not accepted or disapproved of the contents of this information launch.
Neither the TSXV nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts duty for the adequacy or accuracy of this launch.
This information launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase any of the securities in the USA. The securities haven’t been and won’t be registered underneath the USA Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legal guidelines and is probably not supplied or bought inside the USA or to U.S. Individuals except registered underneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is offered.
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