Toronto, Ontario--(Newsfile Corp. - July 10, 2025) - St. Davids Capital Inc. (TSXV: SDCI.P) ("St. Davids" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated July 8, 2025 (the "LOI") with Thistle Resources Corp. ("Thistle"), a private mineral exploration company focused on base and precious metal exploration in the Bathurst Mining Camp, New Brunswick, and the Cape Breton Highlands Region, Nova Scotia. Thistle has four projects; Middle River Gold; Middle River VMS; Celtic Highlands Gold; and, Alba Forks Gold.
The LOI outlines the principal terms and conditions of a business combination by way of a share exchange, merger, amalgamation, arrangement, takeover bid, or other similar form of transaction (the "Proposed Transaction"), which will result in Thistle becoming a wholly-owned subsidiary of St. Davids, or otherwise combining its corporate existence with a wholly-owned subsidiary of St. Davids.
St. Davids is a Capital Pool Company and intends for the Proposed Transaction to constitute its Qualifying Transaction pursuant to the policies of the TSX Venture Exchange (the "TSXV"). The trading in the common shares of St. Davids ("St. Davids Shares") will remain halted pursuant to the policies of the TSXV. It is anticipated that trading will remain halted until the completion of the Proposed Transaction. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the "Resulting Issuer") will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV. Unless otherwise indicated, any capitalized term contained in this press release that is not defined herein has the meaning ascribed to such term in the policies of the TSXV.
Proposed Transaction Summary
Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Thistle. Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of Thistle ("Thistle Shares") will exchange their Thistle Shares for common shares of the Resulting Issuer ("Resulting Issuer Shares") on a one-for-one basis (the "Exchange Ratio"). Convertible securities of Thistle will be exercisable to acquire Resulting Issuer Shares at the Exchange Ratio. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both St. Davids and Thistle.
As per the LOI, a condition of closing the Proposed Transaction, Thistle, will complete an equity financing (the "Financing") in an amount that is sufficient to meet the initial listing requirements of the TSXV, at a price to be determined in the context of the market.
On closing of the Proposed Transaction, the board of the Resulting Issuer will be comprised of five directors, four of whom shall be nominated by Thistle, and the Resulting Issuer is expected to change its name to "Thistle Resources Inc." subject to St. Davids shareholder approval, or such other name as is determined by Thistle (the "Name Change").
Closing of the Proposed Transaction will be subject to a number of conditions precedent, including, without limitation:
receipt of all required regulatory, corporate and third-party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction;
completion of satisfactory results from due diligence investigations for each of the parties;
completion of the Financing; and
other mutual conditions precedent customary for a transaction such as the Proposed Transaction.
The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction, is not subject to TSXV Policy 5.9, and it is not expected that the Proposed Transaction will be subject to approval by St. Davids' shareholders. There are no Non-Arm's Length Parties of St. Davids that are Insiders, officers or shareholders of Thistle.
About Thistle:
Thistle is incorporated pursuant to the Business Corporations Act (Ontario) on September 1, 2017. Thistle has focused on Critical Minerals Exploration in the Bathurst Mining Camp, New Brunswick, Canada. Thistle utilizes technology paired with AI and proprietary algorithms to advance its project portfolio and increase shareholder value.
Thistle's share capital consists of an unlimited number of Thistle Shares. Thistle currently has a total of 36,211,556 Thistle Shares issued and outstanding; 1,500,000 warrants exercisable at $0.10 per share; and 114,552 warrants exercisable at $0.35 per share.
Thistle's Middle River Property consists of (2) main projects, Middle River Gold, and Middle River VMS (collectively, the "Middle River Project"). Middle River Gold is a structurally controlled gold system. Located along a recently defined 7-kilometer magnetic trend, the project has both an upper zone, traced by drilling and trenching for a strike length of 500 meters, and a lower, untested zone at 400 meters, defined by high chargeability geophysics. With (2) drill programs completed, drilling to date has intersected mineralization including 14.58 g/t Au over 3.38 meters (DDH 21TRC-AU-003) and wider zones of mineralization as in drill holes 21TRC-AU001 and 21TRC-AU008 which assayed 1.26 g/t Au over 33 meters and 1.59 g/t Au over 23.52m respectively.
Middle River VMS is located in the eastern portion of the property, along the projected extension of the Brunswick No 12 horizon which hosted the Brunswick No 12 mine 8 kilometers to the south. Utilizing technology and advancements in geophysical processing combined with a ground-based Time Domain Electromagnetic Survey (TDEM), Thistle identified 11, late time conductive features in the target area. 3D modeling of the data has been completed and priority drill holes have been identified.
Celtic Highlands Property is located in the northern Cape Breton Highlands adjacent to Transition Metals Highland Gold Project. Historic trenches are present with sampling identifying multi-stage mineralizing events with assays returning up to 6.927 g/t Au, 92.0 g/t Ag, 264 ppb Platinum and 120 ppb Palladium.
Alba Forks Gold is a gold project located in the New Brunswick Mining Camp Gold Zone.
A NI 43-101 report summarizing the Middle River Project was prepared by Seymour Sears, P.Geo. of Sears, Barry and Associates Limited, dated July 27, 2023. The Middle River Project is located in the Bathurst Mining Camp (BMC), New Brunswick and host to 45 known Volcanogenic Massive Sulphide (VMS) deposits. In the report, Mr. Sears provided a table with global resource estimates for select properties in the BMC. The properties are well known, and references accompanied the estimates. Mr. Sears stated he was unable to verify the information on the properties and further emphasized that the estimates are not necessarily indicative of the mineralization on the Middle River Property.
A NI 43-101 report on the Celtic Highlands Property was prepared by Mr. John Langton, M.Sc., P.Geo. of JPL GeoServices issued December 5, 2021. The report focused on the Celtic Highlands Property. In the report, Mr. Langton cautioned that he had not done full technical review of any exploration work that may have been reported by other issuers on adjacent properties and further emphasized that the data is not necessarily indicative of the mineralization that is the subject of the report.
Both Seymour Sears, P.Geo., and John Langton, M.Sc.,P.Geo. are independent consultants and not related to Thistle Resources Corp.
Sponsorship for the Proposed Transaction
Sponsorship for the Qualifying Transaction of a Capital Pool Company is required by the TSXV, unless exempt in accordance with TSXV policies. The Company expects to apply for an exemption for sponsorship.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, St. Davids intends to file on SEDAR+ (www.sedarplus.com) a filing statement which will contain details regarding the Proposed Transaction, St. Davids, Thistle and the Resulting Issuer.
Further Information
St. Davids intends to issue a subsequent press release in accordance with the policies of the TSXV providing further details in respect of the Proposed Transaction, including information relating to the transaction structure, the definitive agreement, descriptions of the proposed Principals and Insiders of the Resulting Issuer, as well as the Financing. In addition, a summary of Thistle's financial information will be included in a subsequent news release.
For further information, please contact:
St. Davids Capital Inc.
Rocco Racioppo
President and Chief Executive Officer
rocrac80@gmail.com
On behalf of the board of directors of Thistle:
Patrick Cruickshank, CEO
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities of the Company and Thistle have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.
Cautionary Note
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Gary Lohman, B.Sc., P. Geo., Chief Operating Officer of Thistle and a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure in this press release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the Proposed Transaction and certain terms and conditions thereof, the ability of the parties to enter into a definitive agreement and complete the Proposed Transaction, the Exchange Ratio, the Name Change, the Resulting Issuer's ability to qualify as a Tier 2 Mining issuer, the TSXV sponsorship requirements, shareholder, director and regulatory approvals, obtaining TSXV approval, completion of the Financing, the duration of the halt in respect of the St. Davids Shares, planned future press releases and disclosure, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to geological risks, the financial markets generally, the results of the due diligence investigations to be conducted in connection with the Proposed Transaction, the ability of the Company to complete the Proposed Transaction or obtain requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE: St. Davids Capital Inc.
