Thistle Resources Inc. Completes Qualifying Transaction

Transaction Completion and Financing

• Thistle Resources Inc. completed a qualifying transaction via three-cornered amalgamation with Thistle Resources Corp. (TRC).
• Concurrent equity financing raised gross proceeds of approximately $3,422,121.
• New ticker symbol "TRCG" on the TSX Venture Exchange, trading resumed May 5, 2026.
• Consideration for TRC acquisition involved issuance of 40,156,486 shares to former TRC shareholders.

Liquidity and Operational Viability

• The financing of $3.42 million provides immediate liquidity to fund exploration at Middle River and Celtic Highlands, addressing the cash burn seen in prior financials (Net loss $(592k) for 9 months ended Sep 30, 2025).
• Proceeds cover transaction expenses and working capital, reducing immediate bankruptcy risk associated with the shell company's liabilities ($1.85M in FY 2024 vs $147k assets).

Dilution and Shareholder Value

• Significant dilution occurred: Former TRC shareholders now hold ~66% of the entity, while original SDCI shareholders are diluted to ~8.4%.
• Financing participants received ~25.4% ownership, introducing new pressure on share price via warrant exercise potential ($0.30 strike).
• Management acquired substantial stakes (CEO 23.9%, COO 13.3%), aligning interests but also concentrating control.

Valuation Disconnect Risk

• The provided financial snapshot indicates assets of only $147,991 against liabilities of $1,852,365 prior to the deal.
• Current market price ($28.13) implies a Market Capitalization exceeding $1.7 billion based on share count interpretation.
• This valuation is materially disconnected from the fundamental asset base and historical losses, suggesting high speculative risk rather than intrinsic value support.

Execution Risk

• The transaction was expected to close in February 2026 but closed April 29, 2026. Regulatory delays indicate execution friction that could have impacted investor confidence prior to completion.
• Financing closed near the maximum target ($3.42M vs $3.5M max), which is positive but does not overcome the dilution impact.

Corporate Structure

• Formerly St. Davids Capital Inc. (SDCI), now Thistle Resources Inc. (TRCG).
• Completed via three-cornered amalgamation with Thistle Resources Corp. (TRC).
• Listed on TSX Venture Exchange as a Tier 2 mining issuer.

Flagship Projects

• Middle River Property: Primary focus for phase one exploration funded by the recent $3.42M raise.
• Celtic Highlands Properties: Secondary properties requiring capital and operating costs funding.
• No specific geological data or resource estimates were provided in the news releases, limiting fundamental valuation assessment to financials alone.