St. Davids signs definitive QT agreement with Thistle

Mr. Rocco Racioppo reports ST. DAVIDS CAPITAL INC. AND THISTLE RESOURCES CORP. ENTER DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION St. Davids Capital Inc. and Thistle Resources Corp., further to the news release dated July 10, 2025, have entered into a definitive acquisition agreement dated Sept. 15, 2025, in respect of the previously announced arm's-length qualifying transaction, as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange corporate finance manual. In this news release, the term resulting issuer refers to the company after the closing of the qualifying transaction. Thistle Resources Thistle is incorporated pursuant to the Business Corporations Act (Ontario) (OBCA) on Sept. 1, 2017. Thistle has focused on critical minerals exploration in the Bathurst mining camp, New Brunswick, Canada. Thistle utilizes cutting edge technology paired with AI (artificial intelligence) and proprietary algorithms to advance its project portfolio and increase shareholder value. Key terms of the acquisition agreement and qualifying transaction On Sept. 15, 2025, the acquisition agreement in respect of the qualifying transaction was entered into by the company, Thistle and 1001354705 Ontario Inc. (Subco), a wholly owned subsidiary of the company incorporated for the purpose of completing the amalgamation (as defined herein). The acquisition agreement provides for, among other things, a three-cornered amalgamation under the OBCA, among the company, Thistle and Subco, pursuant to which, among other things: Thistle will amalgamate with Subco under Section 174 of the OBCA to form one corporation. Each common share of Thistle outstanding immediately prior to the effective time of the closing of the qualifying transaction that is held by a shareholder of Thistle will be exchanged for one common share of the company. All convertible securities of Thistle outstanding immediately prior to the effective time will be cancelled and replaced with equivalent convertible securities of the resulting issuer, entitling the holders thereof to acquire common shares in lieu of Thistle shares. In addition, prior to the effective time, the company intends to effect a change of its corporate name to Thistle Resources Inc., or such other name as determined by Thistle and is acceptable to the applicable regulatory authorities. The amalgamation will result in the reverse takeover of the company by Thistle shareholders and will constitute the company's qualifying transaction. Upon completion of the qualifying transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 mining issuer on the TSX-V (as defined by the policies of the TSX-V). The closing of the qualifying transaction will be subject to the receipt of all requisite regulatory approvals (including the approval of the TSX-V), requisite shareholder approvals and the satisfaction of other customary conditions. For additional information relating to the terms of the qualifying transaction, please refer to a copy of the acquisition agreement, which will be filed and made available in due course on SEDAR+ under the company's issuer profile, as well as the news release dated July 10, 2025, which is available on SEDAR+ under the company's issuer profile. Additional information regarding the proposed name change and other corporate ancillary matters to be considered at the special meeting of shareholders on Nov. 10, 2025, will be available in the company's management information circular to be filed in due course on SEDAR+ under the company's issuer profile. Financing In connection with and as a condition to the qualifying transaction, the company intends to complete an equity financing to be completed concurrently with the closing of the qualifying transaction through a private placement of: (i) non-flow-through (NFT) units at an issue price of 20 cents per NFT unit, with each NFT unit comprising one share of the company and one warrant, with each whole warrant exercisable into one share of the resulting issuer for a period of two years at an exercise price of 30 cents per share; (ii) flow-through (FT) units at an issue price of 25 cents per FT unit, each comprising one flow-through share of the company and one warrant; and (iii) charity flow-through units at an issue price of 30 cents per charity FT unit, comprising one FT share and one warrant, for gross proceeds of a minimum of $1.75-million and a maximum of $3.5-million. The financing is subject to approval of the TSX-V. The company has engaged Research Capital Corp. (RCC) to serve as lead agent on a commercially reasonable best-efforts basis in connection with the private placement. The securities will be sold to accredited investors pursuant to exemptions from prospectus requirements under Canadian securities laws and/or in jurisdictions other than Canada that are mutually agreed to by the company and RCC. The company has granted RCC an option, exercisable in whole or in part by RCC by giving notice to the company at any time up to 48 hours prior to the closing of the private placement, to sell up to an additional number of units equal to 15 per cent of the base private placement size at the issue price of such units. RCC will be paid a cash fee of 8.0 per cent of the gross proceeds of the private placement. Notwithstanding the foregoing, the agent's fee will be reduced to 4.0 per cent for gross proceeds received by certain parties identified by Thistle. RCC will also be granted a number of compensation warrants equal to 8.0 per cent of the number of units issued to investors in the private placement (reduced to 4.0 per cent for president's list subscribers). Each compensation warrant will be exercisable for one unit at an exercise price of 20 cents per compensation unit for a period of 24 months following the closing date of the private placement, with each compensation unit comprising one share and one warrant. RCC will receive a corporate finance services fee of $50,000 on completion of the private placement. The net proceeds of the private placement will be used for exploration expenses on Thistle's mining projects and working capital and general corporate purposes. About St. Davids Capital Inc. St. Davids was incorporated under the Business Corporations Act (Ontario) on Aug. 4, 2021, and is a capital pool company (as defined in the policies of the TSX-V) listed on the TSX-V. St. Davids has no commercial operations and no assets other than cash. We seek Safe Harbor.