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Financings

St. Davids Capital Files Filing Statement for Qualifying Transaction

By The Northwire Desk — AI Analysis Jan 29, 2026 · 19:25 SDCI · 0.05 None
SDCI · Price

Executive Summary

  • St. Davids Capital Inc. filed a TSXV filing statement outlining the proposed qualifying transaction with Thistle Resources Corp., expected to close in February 2026, after which the company will be renamed “Thistle Resources Inc.” and trade under ticker TRCG.
  • Concurrently, the company will complete a brokered private placement of up to $3.5 million in non‑flow‑through, flow‑through, and charity flow‑through units priced at $0.20–$0.30 per unit, each including a warrant to purchase one share at $0.30 for two years.
  • A new management team and board have been proposed for the resulting issuer, including Patrick J. Cruickshank as CEO/President and other senior executives.

Key Details

  • Qualifying Transaction
  • Subject: St. Davids Capital Inc. (TSXV: SDCI.P) → Thistle Resources Corp.
  • Expected closing: February 2026, subject to TSXV and regulatory approvals.
  • Post‑closing name: “Thistle Resources Inc.”; ticker TRCG (Tier 2 mining issuer).

  • Shares are currently halted pending exchange bulletin confirming resumption of trading.

  • Concurrent Private Placement

  • Structure: Best‑efforts brokered private placement of three unit types:
    • NFT Units – $0.20 per unit
    • FT Units – $0.25 per unit
    • Charity FT Units – $0.30 per unit
  • Minimum gross proceeds: $2,500,000; maximum gross proceeds: $3,500,000.
  • Each unit = one common share of the resulting issuer + one warrant (exercise price $0.30, two‑year term).

  • FT Units include a flow‑through share; Charity FT Units include a charity flow‑through share.

  • Placement Agent Compensation

  • Lead agent: Research Capital Corporation.
  • Cash commission: 8 % of gross proceeds (reduced to 4 % for investors on the President’s List).

  • Compensation options: 8 % of units issued (reduced to 4 % for President’s List) granting the right to purchase NFT Units at $0.20 each, exercisable up to 24 months after closing.

  • Proposed Management & Board (post‑transaction)

  • CEO/President/Director: Patrick J. Cruickshank – extensive wealth‑management and mining executive experience.
  • CFO/Corporate Secretary: Remantra Sheopaul – senior finance advisor to TSX‑listed issuers.
  • COO/Director: Gary Lohman – 40+ years in precious/base metal exploration.

  • Additional directors: Jonathan Holmes, Kevin Hicks, Rocco Racioppo (each with varied executive and board experience).

  • Financial Snapshot of Thistle Resources (unaudited)

  • Nine‑month ended Sep 30 2025: Revenue $0; Net loss $(592,162); Total assets $140,272; Liabilities $2,268,081.

  • FY 2024 (audited): Revenue $1,628; Net loss $(1,045,550); Assets $147,991; Liabilities $1,852,365.

  • Regulatory & Forward‑Looking Statements

  • Completion of the qualifying transaction is not guaranteed; subject to TSXV and securities regulator approvals.
  • The private placement is on a best‑efforts basis and may not be fully subscribed.

Notable Quotes

(No direct quotes were provided in the release.)

Read the original news release →

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Apr 29, 2026 · 17:21

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