Patriot Resources Announces Subscription Receipt Financing and Board Change

Executive Summary

• Patriot Resources Corp. announced a non‑brokered private placement of subscription receipts at $0.50 each, targeting up to CAD 3 million in gross proceeds to fund its proposed acquisition of the Liberty Ridge Property.
• Each receipt will convert into one common share and half of a warrant (exercise price $1.00) upon satisfaction of escrow release conditions; warrants are exercisable for two years with an acceleration clause.
• Director Quentin Mai resigned on March 25, 2026 and was replaced by Avrom E. Howard, who joins the board and Audit Committee.

Key Details

• Financing Structure: Non‑brokered private placement of subscription receipts at CAD 0.50 per receipt; up to CAD 3,000,000 gross proceeds.
• Conversion Terms: Each receipt converts into 1 common share + ½ warrant (full warrant = right to purchase 1 share at $1.00) once escrow release conditions are met and before the “Termination Time.”
• Warrant Features: Two‑year term; acceleration possible with 30‑day notice if TSXV volume‑weighted average price ≥ $1.50 for ten consecutive trading days.
• Share Restriction Schedule: 30% of converted shares become unrestricted at 4 months, an additional 30% at 8 months, and the remaining 40% at 12 months post‑issuance.
• Escrow Arrangement: Gross proceeds placed in escrow; released upon satisfaction of conditions including completion of the Liberty Ridge acquisition, delisting from TSXV, conditional approval for listing on Canadian Securities Exchange, no material amendment to transaction terms, and receipt of all regulatory approvals.
• Termination Provisions: If escrow conditions are not met by 5:00 p.m. Vancouver time on August 31, 2026, or the transaction is terminated, subscription‑receipt holders receive a refund of their purchase price plus pro‑rated interest.
• Statutory Hold Period: All securities issued under the financing subject to a four‑month‑plus‑one‑day hold period per securities law requirements.
• Finder’s Fees: Company may pay cash and/or securities fees to arm’s‑length finders engaged in connection with the financing.
• Board Change: Quentin Mai resigned as director (effective March 25, 2026). Avrom E. Howard, MSc, P.Geo, appointed as his replacement and to the Audit Committee; board now consists of Fiona Keating (CEO), Dominic Stann, Ryan Cheung (CFO), and Avrom Howard.
• Regulatory Approvals: Closing of financing and any finder fees subject to TSXV approval; appointment of Howard also pending TSXV approval.

Notable Quotes

(No direct quotes were provided in the release.)