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

VANCOUVER, BC / ACCESS Newswire / February 2, 2026 / Patriot Resources Corp. (TSXV:MAGA.H) (the "Company") is pleased to announce that it has entered into a binding letter of intent (the "LOI") with Tungsten Eagle Development Corp. ("TEDC"), an arm's length party, dated January 29, 2026. The LOI sets out the parties' intention to enter into a definitive option agreement (the "Option Agreement") to purchase 269 contiguous unpatented Bureau of Land Management (BLM) lode mining claims located in Elko County, Nevada (the "Liberty Ridge Property"), which are wholly owned by a subsidiary of TEDC (the "Transaction").

The Liberty Ridge Property

The Liberty Ridge Property covers 5,351 acres and is located in Elko County, Nevada, approximately 100 miles Northeast of Elko, Nevada in the southern Delano Range. The Liberty Ridge Property is in an area with a history of mineral exploration activity. The Company believes the Liberty Ridge Property represents an attractive opportunity for future exploration and development of tungsten deposits. Nevada is consistently ranked among the world's most favorable mining jurisdictions. Recent market trends have highlighted significant increases in tungsten prices, underscoring renewed interest. Tungsten is classified as a critical mineral by the U.S. Geological Survey and is essential to defense, aerospace, and advanced manufacturing applications. With China controlling approximately 80% of global tungsten production, recent federal initiatives have emphasized the importance of developing domestic sources of strategic minerals. The Company believes the Liberty Ridge Property represents an opportunity to participate in the growing effort to strengthen North American critical mineral supply chains.

The LOI and the Option Agreement

The proposed consideration under the Option Agreement shall consist of the issuance of an aggregate of 20,000,000 common shares (the "Common Shares") and 20,000,000 share purchase warrants (the "Warrants", and together with the Common Shares, the "Securities") of the Company, which Securities will be issuable to TEDC or its nominees upon the occurrence of certain exploration and development milestones at the Liberty Ridge Property. Notwithstanding the foregoing, the Company may at any time, in its sole discretion, issue all Securities to TEDC or its nominees and the milestones shall be deemed to be satisfied. Upon the satisfaction of all of the milestones and the issuance of the Securities, the Company shall become the sole owner of the Liberty Ridge Property.

The Company shall grant to TEDC (or a nominee of TEDC) a 2% net smelter return ("NSR") royalty upon the terms of a royalty agreement to be agreed between the parties. The royalty agreement shall contain a provision that the Company may purchase 1% of the NSR royalty for USD$1,000,000 and the remaining 1% of the NSR for a further USD$1,000,000 at any time.

The Option Agreement will contain termination provisions in favour of the Company should the results of certain milestones not meet its expectations, to be decided in the sole discretion of the Company.

Upon closing (the "Closing") of the Transaction, the Company shall complete a name change to "Tungsten Eagle Development Corp." or another name to be determined by the Company.

The LOI contains a standard exclusivity provision in favour of the Company whereby TEDC covenants not to solicit, discuss or negotiate any sale of the Liberty Ridge Property or change of control transaction. The LOI also contains a standard exclusivity provision of the Company not to solicit, discuss or negotiate a reverse takeover transaction, change of business or change of control transaction.

The LOI may be terminated by mutual agreement, if the Transaction, or any aspect thereof, is not approved by the TSXV or CSE, as applicable, in the event of a breach or representation, warranty or covenant by either party or if any of the conditions precedent cannot be satisfied or is not waived.

Under the LOI, the parties have agreed to use commercially reasonable efforts to enter into the Option Agreement on or before April 30, 2026.

The Consolidation, TSXV Delisting and Listing on the CSE

Prior to the Closing, the Company proposes to complete a consolidation (the "Consolidation") of its common shares on the basis of 1 post-Consolidation common share for every 2 pre-Consolidation common share.

The Company also proposes to voluntarily delist (the "Delisting") its common shares from the NEX board of the TSX Venture Exchange (the "TSXV") and to list (the "CSE Listing") its common shares on the Canadian Securities Exchange (the "CSE"). The Transaction constitutes a "Change of Business" under the policies of the CSE, and the Company proposes to prepare and file a CSE Form 2A Listing Statement in connection with the CSE Listing.

Completion of the Delisting is subject to the approval of the TSXV. Completion of the Consolidation, the Transaction and the CSE Listing is subject to the approval of the CSE. The Delisting and the Transaction shall also be subject to the approval of the board of directors and shareholders of the Company, as well as the board of directors of TEDC. There are no guarantees that the proposed Transaction will be completed on the terms and timing described herein, or at all.

All common shares of the Company issuable pursuant to the Option Agreement will be subject to a statutory four month hold from the date of issuance.

The Exchange and CIRO have halted the trading of the Company's shares until the completion of the Closing.

For further information, please contact:

Patriot Resources Corp.
Fiona Keating
CEO
Telephone: 604-845-8350
Email: [email protected]

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, and include the proposed terms of the Transaction, the ability of the Company and TEDC to obtain the necessary stock exchange, shareholder and board approvals to complete the Transaction, the proposed timing of the Transaction, and any statements relating to the future value of tungsten or the viability of the Liberty Ridge Property. Actual results and developments may differ materially from those contemplated by forward-looking information. The Company may be unable to complete the Transaction on the terms or timing described herein, or at all, the Company may be unable to obtain the necessary stock exchange, shareholder or board approvals to complete the Transaction, the Liberty Ridge Property may not be suitable for further exploration or development and there may be volatility in the market and price for tungsten. 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.

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.

SOURCE: Patriot Resources Corp.

View the original press release on ACCESS Newswire

K.Morrison--SMC