Star Metro - Patriot Resources Provides Corporate Updates

VANCOUVER, BC / ACCESS Newswire / November 26, 2025 / Patriot Resources Corp. (TSXV:MAGA.H) (the "Company") today wishes to provide the following corporate updates.

Annual General and Special Meeting

The will hold its 2025 Annual General and Special Meeting (the "Meeting") of its shareholders at 20th Floor, 885 West Georgia Street, Vancouver, BC, V6C 3E8 at 11:00 a.m. (Vancouver time) on December 18, 2025. The Meeting will be an in person only meeting.

The Notice of Meeting, Management Information Circular, Financial Statements Request Form, Form of Proxy and Voting Instruction Form (the "Materials") in respect of the Meeting will be mailed to shareholders and posted on the Company's profile on SEDAR+ at www.sedarplus.ca not later than November 27, 2025.

Shareholders of record as of November 13, 2025, are entitled to vote their shares of the Company at the Meeting. The Company encourages its shareholders to vote in advance of the Meeting using the instructions on the Voting Instruction Form or the Form of Proxy that will be mailed to them with the Materials. Shareholders are reminded that proxies must be received by 11 a.m. (Vancouver Time) on December 16, 2025.

Director and Management

Mr. Arthur Kwan resigned as a director of the Company effective October 7, 2025 as he has been appointed to a position that does not allow him to serve on outside boards. In addition, Chelsea Rusche resigned as President and COO of the Company on September 3, 2025.

The Company would like to thank Mr. Kwan and Ms. Rusche for their contributions to the Company and wishes them the best in the future.

Mr. Kwan has been replaced on the board of directors (the "Board") by Ryan Cheung, the Company's Chief Financial Officer, effective November 12, 2025.

Upon the appointment of Mr. Cheung, the Company currently has four directors being Ms. Fiona Keating, CEO of the Company, Mr. Dominic Stann, Mr. Quentin Mai and Mr. Cheung. Ms. Keating has been appointed to the Audit Committee of the Company to replace Mr. Kwan.

The appointment of Mr. Cheung is subject to the approval of the TSX Venture Exchange ("TSXV").

Change of Auditor

The Company has effective November 17, 2025, approved the appointment of Charlton & Company ("Charlton"), chartered professional accountants, as the Company's new auditor to hold office until the Meeting at which Charlton will be nominated for re-appointment by the shareholders of the Company. The appointment of Charlton has been approved by the Board and the Company's audit committee.

The Company's former auditor, Davidson & Company LLP ("Davidson"), resigned effective November 17, 2025. Davidson's reports with respect to the Company's financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain a modified opinion.

The Company's reporting package, including the notice of change of auditor, together with the required letters from Charlton and Davidson, each prepared in accordance with Section 4.11 of NI 51-102, will be available on the Company's SEDAR+ profile at www.sedarplus.ca.

Shares for Debt

Further to its press release dated August 15, 2025, the Company has received the final approval of the TSXV for a reduced shares for debt settlement than previously proposed by the Company.

The Company has as of November 26, 2025 converted C$388,333.08 of debt owing to certain directors, former directors and a former officer with respect to owing but unpaid fees into 2,157,406 common shares of the Company (the "Shares") at a price of C$0.18 per Share (the "Debt Settlement").

The Shares issued pursuant to the Debt Settlement will be subject to a hold period of four months and one day from the date of issuance, such hold expiring on March 27, 2026.

As certain of those persons receiving Shares pursuant to the Debt Settlement are considered "insiders" by virtue of their being directors of the Company, the Debt Settlement is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the formal valuation exemption in section 5.5(a) of MI 61-101 and upon the minority approval exemption in section 5.7(1)(a) of MI 61-101 on the basis that, at the time the Debt Settlement was agreed, neither the fair market value of the fair market value of the Debt Settlement, nor the fair market value of the consideration therefor, insofar as it involves related parties will exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101.

For further information, please contact:

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.

Cautionary Statement Regarding Forward Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Company's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statements made in this press release are made as of the date hereof. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

SOURCE: Patriot Resources Corp.

View the original press release on ACCESS Newswire

Ch.Levesque--SMC