Patriot Resources plans $3M financing, director quits

Executive Summary

• Patriot Resources Corp. announced a non-brokered private placement of subscription receipts to raise up to $3 million in gross proceeds, specifically to fund the proposed acquisition of the Liberty Ridge property.
• The transaction involves significant structural details, including escrow arrangements, warrant terms, and share consolidation conditions, with a hard deadline for escrow release set for August 31, 2026.
• Concurrently, the company announced a board change: Quentin Mai resigned as a director, and Avrom E. Howard was appointed to the board and the audit committee.

Key Details

• Financing Structure: Non-brokered private placement of subscription receipts priced at $0.50 per receipt.
• Gross Proceeds: Up to $3,000,000.
• Use of Proceeds: To finance business activities following the closing of the Liberty Ridge property acquisition.
• Subscription Receipt Terms:
  • Each receipt converts into one common share and 0.5 common share purchase warrants upon satisfaction of escrow release conditions.
  • No additional consideration required for conversion.
• Warrant Terms:
  • Each warrant entitles the holder to purchase one common share at an exercise price of $1.00.
  • Warrant term: Two years from the date of issuance.
  • Acceleration Provision: The company may accelerate the expiry date with 30 days' notice if the volume-weighted average price (VWAP) of shares is $1.50 or more for 10 consecutive trading days.
• Share Restrictions:
  • Common shares issued upon conversion are subject to voluntary trading restrictions:
    • 30% unrestricted 4 months after issuance.
    • Further 30% unrestricted 8 months after issuance.
    • Remaining 40% unrestricted 12 months after issuance.
  • All securities are subject to a statutory hold period of 4 months and 1 day.
• Escrow and Release Conditions:
  • Gross proceeds held in escrow with a subscription receipt agent.
  • Funds released (plus interest) only upon satisfaction of specific conditions, including:
    1. Satisfaction/waiver of all conditions precedent to the transaction.
    2. Delisting of common shares from the TSX Venture Exchange.
    3. Conditional approval from the Canadian Securities Exchange (CSE) for listing.
    4. No material amendments to transaction terms.
    5. All necessary regulatory approvals obtained.
  • Termination Time: If conditions are not met by 5 p.m. (Vancouver time) on August 31, 2026, or if the transaction is terminated/abandoned, the company must refund the subscription price plus pro-rata interest.
• Share Consolidation:
  • A two-to-one share consolidation is planned in connection with the transaction.
  • Subscription receipts will not be subject to this consolidation; the price was determined with reference to the post-consolidation share price.
• Finder’s Fees: The company may pay cash and securities finders' fees to arm's-length finders.
• Regulatory Approval: Closing is subject to TSX Venture Exchange approval.
• Board Changes:
  • Resignation: Quentin Mai resigned as a director effective March 25, 2026.
  • Appointment: Avrom E. Howard (MSc, PGeo) appointed as director and to the audit committee, replacing Mr. Mai.
  • Current Board: Fiona Keating (CEO), Dominic Stann, Ryan Cheung (CFO), and Avrom E. Howard.
  • Approval Status: Appointment subject to TSX-V approval.

Notable Quotes

• "The company would like to thank Mr. Mai for his contribution to the company and wishes him the best in the future."
• "Avrom E. Howard, MSc, PGeo, is an exploration geologist with broad international experience encompassing several mineral commodities and geological settings around the world. He retains considerable corporate-financial experience at the executive level, as well, having founded and managed TSX-V-listed companies."