Financings
Thistle Resources Inc. Completes Qualifying Transaction
Thistle Resources Completes Qualifying Transaction and Raises Capital Amidst Speculative Valuation Disconnect

SDCI · Price
Executive Summary
- Thistle Resources Inc. has completed a qualifying transaction via a three-cornered amalgamation with Thistle Resources Corp. (TRC), acquiring all outstanding securities of TRC.
- Concurrently, the Company closed an equity financing raising gross proceeds of approximately $3.42 million.
- Following the transaction, the Company will trade under the new ticker symbol "TRCG" on the TSX Venture Exchange, with trading expected to resume around May 5, 2026.
Key Details
- Transaction Structure & Ownership:
- The transaction was completed through a three-cornered amalgamation involving Thistle Resources Inc., TRC, and a wholly owned subsidiary.
- Consideration for the acquisition of TRC consisted of the issuance of 40,156,486 shares.
- Post-transaction total shares outstanding: 60,65 amounts 658,093.
- Ownership breakdown: Former TRC shareholders hold ~66.2%; former SDCI shareholders hold ~8.4%; financing participants hold ~25.4%.
- Concurrent Financing Details:
- Gross proceeds: $3,422,121.
- Total units issued: 15,423,107.
- 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: Each unit includes one warrant exercisable at $0.30 per share for a period of two years.
- Use of Proceeds:
- Funding for phase one exploration at the Middle River property.
- Capital and operating costs for the Middle River and Celtic Highlands properties.
- Expenses related to the Qualifying Transaction and Concurrent Financing.
- Working capital and general corporate purposes.
- Finder's Fees & Commissions:
- Cash commission: $121,133.
- Issuance of 446,965 finder's options (each entitles the holder to one NFT Unit at $0.20 for two years).
- Management & Ownership Changes:
- The Board of Directors and senior management were reconstituted.
- Patrick J. Cruickshank (CEO) acquired 14,502,000 shares (~23.9% non-diluted ownership).
- Gary Lohman (COO) acquired 8,062,500 shares (~13.3% non-diluted ownership).