Thistle Resources Inc. Completes Qualifying Transaction

• Event: Thistle Resources Inc. has completed a qualifying transaction via a three-cornered amalgamation with Thistle Resources Corp. (TRC).
• Structure: TRC becomes a wholly-owned subsidiary of Thistle Resources Inc.
• Financing: Closed an equity financing raising gross proceeds of $3,422,121.
  • Non-Flow-Through (NFT) Units: 8,673,107 units at $0.20 per unit.
  • Flow-Through (FT) Units: 6,750,000 units at $0.25 per unit.
  • Warrants attached to each unit exercisable at $0.30 for two years.
• Share Issuance: 40,156,486 shares issued to acquire TRC securities.
• Post-Transaction Capital Structure: Total shares outstanding: 60,658,093 (non-diluted).
  • Former TRC shareholders: ~66.2%.
  • Former SDCI shareholders: ~8.4%.
  • Financing participants: ~25.4%.
• Escrow: 27,674,821 shares placed in escrow (approx. 45% of total capitalization).
• Management: Board and senior management reconstituted with new CEO, CFO, and COO.
• Use of Proceeds: Phase one exploration at Middle River property, costs for Celtic Highlands properties, transaction expenses, and working capital.

• Liquidity Unlock: The completion of the qualifying transaction allows trading to resume on the TSX Venture Exchange under a new ticker (TRCG), unlocking liquidity that was likely restricted during the transaction process.
• Capital Injection: The $3.4M raise provides immediate funding for exploration and operations, reducing near-term bankruptcy risk compared to a cash-poor entity.
• Dilution Concerns: The financing represents a significant capitalization event relative to the implied market cap. With 60.6M shares outstanding post-transaction and a unit price of $0.20-$0.25, the company is valued at approximately $12M-$15M. A $3.4M raise on this base represents roughly 28% dilution from the financing alone, excluding the acquisition shares issued to TRC shareholders.
• Management Turnover: The complete reconstitution of management and board introduces execution risk. There is no historical data provided in this context regarding the track record of Patrick J. Cruickshank (CEO) or Remantra Sheopaul (CFO).
• Asset Stage: The use of proceeds for "Phase one exploration" indicates the assets (Middle River, Celtic Highlands) are likely early-stage with unproven economic viability, maintaining high risk profiles typical of junior explorers.

• Company: Thistle Resources Inc. is a natural resource exploration company focused on the TSX Venture Exchange.
• Flagship Project: Middle River property. The news indicates "Phase one exploration" will be funded, suggesting this is the primary asset for near-term value creation.
• Secondary Assets: Celtic Highlands properties are also mentioned as beneficiaries of capital allocation for capital and operating costs.
• Development Stage: Early-stage exploration. No production or advanced resource definition is indicated in the provided text.