Patriot Resources signs LOI to acquire Liberty Ridge

Executive Summary

• Patriot Resources Corp. has entered into a binding Letter of Intent (LOI) to acquire the Liberty Ridge Tungsten Property from Tungsten Eagle Development Corp. (TEDC) via a definitive option agreement.
• The transaction involves acquiring 269 contiguous BLM lode mining claims in Elko County, Nevada, covering 5,351 acres, with the goal of strengthening North American critical mineral supply chains for tungsten.
• Patriot Resources plans to change its name to Tungsten Eagle Development Corp. (or similar), consolidate its shares 2-for-1, and voluntarily delist from the TSX Venture Exchange to list on the Canadian Securities Exchange (CSE).

Key Details

• Target Asset: Liberty Ridge Tungsten Property, comprising 269 contiguous unpatented BLM lode mining claims in Elko County, Nevada (approx. 100 miles northeast of Elko, in the southern Delano Range).
• Property Size: 5,351 acres.
• Strategic Rationale: The property targets tungsten deposits; tungsten is classified as a critical mineral by the USGS, essential for defense, aerospace, and advanced manufacturing, with China controlling ~80% of global production.
• Consideration Structure:
  • Issuance of 20 million common shares.
  • Issuance of 20 million share purchase warrants.
  • Securities issuable upon the satisfaction of exploration and development milestones, though Patriot Resources retains sole discretion to issue all securities immediately, deeming milestones satisfied.
• Royalty Terms:
  • TEDC retains a 2% Net Smelter Return (NSR) royalty.
  • Patriot Resources has the option to purchase 1% of the NSR for $1 million USD.
  • Patriot Resources has the option to purchase the remaining 1% of the NSR for a further $1 million USD.
• Corporate Restructuring & Listing Changes:
  • Name Change: Upon closing, Patriot Resources will change its name to "Tungsten Eagle Development Corp." or another name determined by the company.
  • Share Consolidation: A 2-for-1 consolidation of common shares (1 post-consolidation share for every 2 pre-consolidation shares).
  • Exchange Listing: Voluntary delisting from the TSX Venture Exchange (NEX board) and listing on the Canadian Securities Exchange (CSE).
  • Regulatory Filings: Preparation and filing of a CSE Form 2A listing statement.
• Timeline & Conditions:
  • Parties to use commercially reasonable efforts to enter the definitive option agreement by April 30, 2026.
  • Transaction subject to approvals from TSX-V, CSE, and boards/shareholders of both companies.
  • Trading of Patriot Resources shares has been halted by the exchange and CIRO until closing.
  • All shares issued under the option agreement are subject to a statutory four-month hold period.
• Exclusivity: Standard exclusivity provisions prevent TEDC from soliciting other buyers and prevent Patriot Resources from soliciting reverse takeovers or changes of control.

Notable Quotes

• None explicitly quoted in the text, though the release highlights the strategic view: "The company believes the Liberty Ridge property represents an attractive opportunity for future exploration and development of tungsten deposits."