St. Davids signs definitive QT agreement with Thistle

Executive Summary

• St. Davids Capital Inc. and Thistle Resources Corp. have entered into a definitive acquisition agreement for a qualifying transaction, structured as a three-cornered amalgamation under the Ontario Business Corporations Act.
• The transaction constitutes a reverse takeover, where Thistle shareholders will exchange their shares for common shares of St. Davids, which will subsequently change its name to Thistle Resources Inc.
• Concurrent with the closing of the qualifying transaction, St. Davids intends to complete a private placement equity financing with gross proceeds ranging from $1.75 million to $3.5 million.

Key Details

• Transaction Structure: A three-cornered amalgamation under Section 174 of the OBCA involving St. Davids Capital Inc., Thistle Resources Corp., and 1001354705 Ontario Inc. (Subco).
• Share Exchange Ratio: Each common share of Thistle outstanding immediately prior to closing will be exchanged for one common share of St. Davids.
• Convertible Securities: All convertible securities of Thistle will be cancelled and replaced with equivalent convertible securities of the resulting issuer.
• Corporate Name Change: St. Davids intends to change its name to Thistle Resources Inc. (or similar approved name).
• Listing Status: Upon completion, the resulting issuer is anticipated to be listed as a Tier 2 mining issuer on the TSX Venture Exchange (TSX-V).
• Regulatory Conditions: Closing is subject to TSX-V approval, shareholder approvals, and other customary conditions.
• Financing Structure:
  • Non-Flow-Through (NFT) Units: 20 cents per unit; comprises one share and one warrant.
  • Flow-Through (FT) Units: 25 cents per unit; comprises one flow-through share and one warrant.
  • Charity Flow-Through Units: 30 cents per unit; comprises one FT share and one warrant.
  • Warrant Terms: Each whole warrant is exercisable into one share of the resulting issuer for a period of two years at an exercise price of 30 cents per share.
  • Gross Proceeds: Minimum of $1.75 million and maximum of $3.5 million.
  • Over-Allotment Option: RCC has an option to sell up to an additional 15% of the base private placement size at the respective issue prices.
• Agent Fees and Compensation:
  • Lead Agent: Research Capital Corp. (RCC).
  • Cash Fee: 8.0% of gross proceeds (reduced to 4.0% for certain parties identified by Thistle).
  • Compensation Warrants: 8.0% of units issued (reduced to 4.0% for president's list subscribers); exercisable at 20 cents per unit for 24 months.
  • Corporate Finance Fee: $50,000 payable upon completion.
• Use of Proceeds: Exploration expenses on Thistle's mining projects, working capital, and general corporate purposes.
• Shareholder Meeting: A special meeting of shareholders is scheduled for November 10, 2025, to consider the name change and other corporate ancillary matters.

Notable Quotes

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