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Thistle is included pursuant to the Enterprise Companies Act (Ontario) (the “OBCA“) on September 1, 2017. Thistle has targeted on important minerals exploration within the Bathurst Mining Camp, New Brunswick, Canada. Thistle makes use of innovative know-how 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 below the OBCA, among the many Firm, Thistle, and Subco (the “Amalgamation“), pursuant to which, amongst different issues:
- Thistle will amalgamate with Subco below Part 174 of the OBCA to type one company;
- every widespread 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“) will likely be exchanged for one (1) widespread share of the Firm (the “Frequent Shares“); and
- all convertible securities of Thistle excellent instantly previous to the Efficient Time will likely be cancelled and changed with equal convertible securities of the Ensuing Issuer, entitling the holders thereof to amass 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 identify to “Thistle Assets Inc.” or such different identify as decided by Thistle and is appropriate to the relevant regulatory authorities (the “Title Change“).
The Amalgamation will end result 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 will likely 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 will likely 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 situations.
For extra data regarding the phrases of the Qualifying Transaction, please consult with a duplicate of the Acquisition Settlement, which will likely be filed and made obtainable in the end on SEDAR+ (www.sedarplus.ca) below the Firm’s issuer profile, in addition to the information launch dated July 10, 2025, which is accessible on SEDAR+ (www.sedarplus.ca) below the Firm’s issuer profile. Extra data concerning the proposed Title Change and different company ancillary issues to be thought-about on the particular assembly of shareholders on November 10, 2025 (the “Assembly“) will likely be obtainable within the Firm’s administration data round to be filed in the end on SEDAR+ (www.sedarplus.ca) below 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 by way of a personal placement of: (i) non-flow by way of models (the “NFT Items“) at a problem 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) circulation by way of models (the “FT Items“) at a problem worth of $0.25 per FT Unit, comprised of 1 circulation by way of share of the Firm (the “FT Share“) and one Warrant; and (iii) charity circulation through-units (the “Charity FT Items“, and along with the NFT Items and FT Items, collectively the “Items“) at a problem 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 affordable best-efforts foundation in reference to the Non-public Placement. The securities will likely be offered to “accredited traders” pursuant to exemptions from prospectus necessities below Canadian securities legal guidelines and/or in jurisdictions aside from Canada which are mutually agreed to by the Firm and RCC.
The Firm has granted RCC an possibility, 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 an extra variety of Items equal to fifteen% of the bottom Non-public Placement dimension on the challenge worth of such Items.
RCC will likely be paid a money payment (the “Agent’s Charge“) of 8.0% of the gross proceeds of the Non-public Placement. However the foregoing, the Agent’s Charge will likely be diminished to 4.0% for gross proceeds obtained by sure events recognized by Thistle (the “President’s Checklist“). RCC may also be granted quite a few compensation warrants (the “Compensation Warrants“) equal to eight.0% of the variety of Items issued to traders within the Non-public Placement (diminished to 4.0% for President’s Checklist subscribers). Every Compensation Warrant will likely 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 providers payment of $50,000 on completion of the Non-public Placement.
The web proceeds of the Non-public Placement will likely 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 below 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 industrial operations and no property aside from money.
Cautionary Be aware Relating to Ahead-Trying Data
This press launch comprises statements that represent “forward-looking data” (“forward-looking data“) throughout the that means of the relevant Canadian securities laws. All statements, aside 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 (typically however not all the time utilizing phrases corresponding to “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) are usually not 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 will likely be accomplished on acceptable phrases and all relevant shareholder and regulatory approvals for the Qualifying Transaction will likely be obtained. Though the Firm believes that the expectations mirrored in such forward-looking data are affordable, it may give no assurance that the expectations of any forward-looking data will show to be appropriate. Recognized and unknown dangers, uncertainties, and different elements could trigger the precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking data. Such elements embody however are usually not 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 mustn’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 mirror precise outcomes, whether or not on account of new data, future occasions, adjustments in assumptions, adjustments in elements 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 Assets 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 few situations, 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 might be no assurance that the Qualifying Transaction will likely be accomplished as proposed or in any respect.
Traders 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 might not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of St. Davids needs to be thought-about extremely speculative.
The TSXV has by no means handed upon the deserves of the Qualifying Transaction and has not permitted 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 proposal to promote or a solicitation of a proposal to purchase any of the securities in the USA. The securities haven’t been and won’t be registered below the USA Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legal guidelines and might not be supplied or offered inside the USA or to U.S. Individuals except registered below the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is accessible.
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