Star Metro - Patriot Resources Announces Subscription Receipt Financing and Board Change

VANCOUVER, BC / ACCESS Newswire / March 27, 2026 / Patriot Resources Corp. (TSXV:MAGA.H) (the "Company") is pleased to announce that it will undertake a non-brokered private placement (the "Financing") of subscription receipts (the "Subscription Receipts") at $0.50 per Subscription Receipt to raise aggregate gross proceeds of up to CAD$3,000,000. The Financing is being conducted in connection with the Company's proposed acquisition of the Liberty Ridge Property as described in the Company's press release dated February 2, 2026 (the "Transaction").

Each Subscription Receipt will entitle the holder, without payment of any additional consideration and without further action on the part of the holder, to receive one common share of the Company and one half of one common share purchase warrant (each whole a "Warrant") upon the satisfaction of the Escrow Release Conditions (as defined below) prior to the Termination Time (as defined below). Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $1.00 per share for two years from the date of issuance. The Warrants will be subject to an acceleration provision whereby the Company may accelerate the expiry date of such warrants on 30 days notice if the Company's shares trade at a volume weighted average price of $1.50 or more for 10 consecutive trading days.

In addition, the common shares issuable upon the conversion of the Subscription Receipts will be subject to a voluntarily restriction whereby the holder thereof will be restricted from trading such shares. The shares will be become unrestricted as follows, (i) 30% on the date that is 4 months from issuance of the common shares, (ii) a further 30% on the date that is 8 months from issuance of the common shares, and (iii) the remaining 40% on the date that is 12 months from issuance of the common shares.

The net proceeds of the Financing will be used to fund the business activities of the Company following closing of the Transaction as will be disclosed in the disclosure document that will be submitted to the Company's shareholders.

The gross proceeds of the Financing will be placed in escrow (the "Escrowed Proceeds") with a subscription receipt agent and will be released to the Company (together with the interest earned thereon) upon satisfaction of the Escrow Release Conditions. For the purposes of the agreements which will govern the Subscription Receipts, "Escrow Release Conditions" include: (i) all conditions precedent, undertakings, and other matters to be satisfied, completed and otherwise met at or prior to the completion of the Transaction having been satisfied or waived; (ii) the Company's common shares having been delisted from the TSX Venture Exchange (the "TSXV"); (iii) the Company having obtained conditional approval from the Canadian Securities Exchange for its common shares to be listed and posted for trading; (iv) there having been no material amendments of the terms and conditions of the Transaction; and (v) the Company having received all necessary regulatory and other approvals regarding the Financing and the Transaction.

If (i) the Escrow Release Conditions have not been satisfied by 5:00 p.m. (Vancouver time) on August 31, 2026; (ii) the Transaction is terminated in accordance with its terms; or (iii) the Company has advised the public that it does not intend to proceed with the Transaction (in each case, the earliest of such times being the "Termination Time"), the Company will be required to refund to each holder of Subscription Receipts the aggregate subscription price paid for the holder's Subscription Receipts, together with such holder's pro rata portion of the interest earned on the Escrowed Proceeds.

The price per Subscription Receipt was determined with reference to the price of the common shares of the Company taking into account the proposed 2 to 1 consolidation that will be undertaken in connection with the Transaction, which consolidation will occur prior to the conversion of the Subscription Receipts into common shares and Warrants. The Subscription Receipts will not be subject to such consolidation.

All securities issued pursuant to the Financing (and on conversion of the Subscription Receipts if applicable) will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.

The Company may pay finder's fees in cash and securities to certain arm's length finders engaged in connection with the Financing.

The closing of the Financing, including the payment of any cash fees or securities to finders, is subject to the approval of the TSXV.

For the avoidance of doubt the Subscription Receipts will not convert to common shares and Warrants as long as the Company's common shares are listed on the NEX Board of the TSXV.

Board Change

The Company further wishes to announce that Mr. Quentin Mai has resigned as a director of the Company effective March 25, 2026 in order to pursue other opportunities.

The Company would like to thank Mr. Mai for his contribution to the Company and wishes him the best in the future.

Mr. Mai has been replaced on the board of directors (the "Board") by Avrom E. Howard.

Avrom E. Howard, MSc, P.Geo is an exploration geologist with broad international experience encompassing several mineral commodities and geological settings around the world. He retains considerable corporate-financial experience at the executive level, as well, having founded and managed TSXV listed companies.

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

The appointment of Mr. Howard is subject to the approval of the TSXV.

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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

M.Johnston--SMC