Patriot Resources Enters Into Binding Letter of Intent for Option Agreement to Acquire Liberty Ridge Tungsten Property

Executive Summary

• Patriot Resources Corp. has signed a binding Letter of Intent with Tungsten Eagle Development Corp. to acquire 269 BLM lode mining claims in Nevada (the Liberty Ridge Property) via a future option agreement.
• The proposed consideration is up to 20 M common shares and 20 M share purchase warrants, plus a 2% NSR royalty (with the ability for Patriot to repurchase the royalty for $1 M per 1%).
• Prior to closing, Patriot plans a 1‑for‑2 reverse consolidation, a voluntary TSXV delisting, and a listing on the Canadian Securities Exchange (CSE).

Key Details

• Property: Liberty Ridge Property – 5,351 acres in Elko County, Nevada; contains unpatented BLM lode mining claims.
• Transaction Structure:
• Option Agreement to be executed by April 30 2026 (or earlier).
• Consideration: up to 20,000,000 Patriot common shares + 20,000,000 warrants issued upon achievement of exploration/development milestones (or at Patriot’s discretion, milestones deemed satisfied).
• Royalty: 2% net smelter return (NSR) payable to TEDC; Patriot may purchase 1% for US$1,000,000 and the remaining 1% for an additional US$1,000,000 at any time.
• Milestones & Termination: Milestones are defined by Patriot; termination rights favor Patriot if milestones are not met to its satisfaction.
• Exclusivity: TEDC cannot negotiate sale of the property or reverse‑takeover transactions with other parties during the LOI term.
• Corporate Actions (Pre‑Closing):
• Consolidation: 1 post‑consolidation share for every 2 pre‑consolidation shares.
• Delisting: Voluntary removal of Patriot’s shares from the TSX Venture Exchange NEX board, subject to TSXV approval.
• CSE Listing: Application to list on the Canadian Securities Exchange (Form 2A filing required).
• Closing Conditions: Approval by TSXV, CSE, Patriot and TEDC boards, and shareholders; satisfaction of all regulatory and contractual conditions; no guarantee that transaction will close.
• Share Holding Period: All shares issued under the option agreement are subject to a statutory four‑month hold from issuance date.
• Trading Halt: Exchange and CIRO have halted Patriot’s share trading until closing is completed.

Notable Quotes

• “The Liberty Ridge Property represents an attractive opportunity for future exploration and development of tungsten deposits, aligning with growing demand for this critical mineral,” – Fiona Keating, CEO, Patriot Resources Corp.