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Thistle is included pursuant to the Enterprise Firms Act (Ontario) (the “OBCA“) on September 1, 2017. Thistle has centered on important minerals exploration within the Bathurst Mining Camp, New Brunswick, Canada. Thistle makes use of innovative expertise paired with AI and proprietary algorithms to advance its challenge portfolio and improve 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 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“) might be exchanged for one (1) widespread share of the Firm (the “Widespread 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 amass Widespread 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 Sources Inc.” or such different identify as decided by Thistle and is suitable to the relevant regulatory authorities (the “Identify Change“).
The Amalgamation will outcome 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 situations.
For extra info regarding the phrases of the Qualifying Transaction, please consult with a duplicate of the Acquisition Settlement, which might be filed and made out there sooner or later on SEDAR+ (www.sedarplus.ca) underneath the Firm’s issuer profile, in addition to the information launch dated July 10, 2025, which is on the market on SEDAR+ (www.sedarplus.ca) underneath the Firm’s issuer profile. Further info relating to the proposed Identify Change and different company ancillary issues to be thought of on the particular assembly of shareholders on November 10, 2025 (the “Assembly“) might be out there within the Firm’s administration info round to be filed sooner or later 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 by means of a non-public placement of: (i) non-flow by means of models (the “NFT Models“) at a difficulty value of $0.20 per NFT Unit, with every NFT Unit comprised of 1 share of the Firm and one warrant (“Warrant“), with every entire Warrant exercisable into one share of the Ensuing Issuer for a interval of two years at an train value of $0.30 per share; (ii) circulation by means of models (the “FT Models“) at a difficulty value of $0.25 per FT Unit, comprised of 1 circulation by means of share of the Firm (the “FT Share“) and one Warrant; and (iii) charity circulation through-units (the “Charity FT Models“, and along with the NFT Models and FT Models, collectively the “Models“) at a difficulty value 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 “Personal 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 Personal Placement. The securities might be offered to “accredited traders” pursuant to exemptions from prospectus necessities underneath Canadian securities legal guidelines and/or in jurisdictions apart from Canada which are mutually agreed to by the Firm and RCC.
The Firm has granted RCC an choice, exercisable in entire or partly by RCC by giving discover to the Firm at any time as much as 48 hours previous to the closing of the Personal Placement to promote as much as a further variety of Models equal to fifteen% of the bottom Personal Placement measurement on the problem value of such Models.
RCC might be paid a money price (the “Agent’s Price“) of 8.0% of the gross proceeds of the Personal Placement. However the foregoing, the Agent’s Price might be decreased to 4.0% for gross proceeds acquired by sure events recognized by Thistle (the “President’s Checklist“). RCC will even be granted quite a lot of compensation warrants (the “Compensation Warrants“) equal to eight.0% of the variety of Models issued to traders within the Personal Placement (decreased to 4.0% for President’s Checklist subscribers). Every Compensation Warrant might be exercisable for one unit (the “Compensation Models“) at an train value of $0.20 per Compensation Unit for a interval of 24 months following the deadline of the Personal Placement with every Compensation Unit comprised of 1 share and one Warrant. RCC will obtain a company finance providers price of $50,000 on completion of the Personal Placement.
The web proceeds of the Personal Placement might be used for exploration bills on Thistle’s mining tasks and dealing capital and normal company functions.
St. Davids Capital Inc.
St. Davids was included underneath the Enterprise Firms 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 Observe Relating to Ahead-Trying Info
This press launch comprises statements that represent “forward-looking info” (“forward-looking info“) inside the which means of the relevant Canadian securities laws. All statements, apart from statements of historic truth, are forward-looking info 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 similar to “expects”, “doesn’t count on”, “is predicted”, “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 “may”, “would”, “would possibly” or “will” be taken to happen or be achieved) aren’t statements of historic truth and could also be forward-looking info.
In disclosing the forward-looking info contained on this press launch, the Firm has made sure assumptions, together with that the Personal Placement might be accomplished on acceptable phrases and all relevant shareholder and regulatory approvals for the Qualifying Transaction might be acquired. Though the Firm believes that the expectations mirrored in such forward-looking info are cheap, it may give no assurance that the expectations of any forward-looking info will show to be appropriate. Identified 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 info. Such elements embody however aren’t restricted to: availability of financing; delay or failure to obtain board, shareholder, or regulatory approvals; and normal enterprise, financial, aggressive, political, and social uncertainties. Accordingly, readers shouldn’t place undue reliance on the forward-looking info 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 info to replicate precise outcomes, whether or not on account of new info, future occasions, adjustments in assumptions, adjustments in elements affecting such forward-looking info, or in any other case.
For additional info, please contact:
St. Davids Capital Inc.
Rocco Racioppo
rocrac80@gmail.com
Thistle Sources Corp.
Patrick J. Cruickshank
patrick@thistleresources.com
All info offered on this press launch regarding Thistle has been offered 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 situations, together with however not restricted to TSXV acceptance. The place relevant, the Qualifying Transaction can not shut till the required shareholder approval is obtained. There may be no assurance that the Qualifying Transaction might 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 info launched or acquired 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 needs to be thought of extremely speculative.
The TSXV has under no circumstances handed upon the deserves of the Qualifying Transaction and has not authorized or disapproved of the contents of this information launch.
Neither the TSXV nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts accountability 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 america. The securities haven’t been and won’t be registered underneath america Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legal guidelines and is probably not supplied or offered inside america 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 on the market.
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