Star Metro - Patriot Resources Corp. Announces CSE Conditional Approval, Filing of Listing Statement and Information Circular, and Shareholder Meeting to Approve Its Change of Business

VANCOUVER, BC / ACCESS Newswire / September 2, 2026 / Patriot Resources Corp. (TSXV:MAGA.H) ("Patriot" or the "Company") is pleased to announce that it has received conditional approval from the Canadian Securities Exchange (the "CSE") to list its common shares (the "Shares") in connection with its previously announced acquisition of the Liberty Ridge Property in Elko County, Nevada from Tungsten Eagle Development Corp. ("TEDC"), an arm's length party (the "Transaction"), as described in the Company's news releases dated February 2, 2026, March 27, 2026 and April 21, 2026. The Transaction constitutes a "Fundamental Change" within the meaning of CSE Policy 8 - Fundamental Changes and Changes of Business.

In connection with the Transaction, the Company has filed on its profile on SEDAR+ at www.sedarplus.ca: (i) a listing statement in the form of CSE Form 2A dated effective August 31, 2026 (the "Listing Statement"); (ii) a management information circular dated August 20, 2026 (the "Information Circular") prepared in connection with the annual general and special meeting of shareholders described below, together with the notice of meeting and form of proxy and (iii) a technical report with an effective date of June 24, 2026, entitled "Technical Report, Liberty Ridge Property, Elko County, Nevada, USA," prepared by Darcy J. Christian, P.Geo., a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects (the "Technical Report").

Shareholders are urged to read the Information Circular and the Listing Statement in their entirety, including the risk factors set out in the Listing Statement under the heading "Risk Factors".

The Transaction

The Transaction will be effected pursuant to an option agreement (the "Option Agreement") to be entered into between the Company and TEDC immediately prior to closing of the Transaction ("Closing"), pursuant to which the Company will acquire a 100% interest in 269 contiguous unpatented Bureau of Land Management ("BLM") lode mining claims covering approximately 5,351 acres in Elko County, Nevada (the "Liberty Ridge Property" or the "Property"), which claims are held by Silver Tungsten Discoveries Inc., a wholly owned subsidiary of TEDC. A copy of the form of Option Agreement is appended to the Information Circular as Schedule "A".

The consideration payable under the Option Agreement consists of an aggregate of up to 20,000,000 Shares and up to 20,000,000 share purchase warrants (the "Consideration Warrants"), issuable to TEDC or its nominees in stages tied to exploration expenditures on the Property as follows:

1. on Closing, the Company will issue 5,000,000 Shares and 5,000,000 Consideration Warrants (the "First Issuance");

2. subject to the necessary permits being granted, within one year of Closing the Company will incur not less than $500,000 in exploration expenditures on the Property, focused on obtaining the necessary permits and executing the work program set out in the Technical Report (the "First Program");

3. if the Company is satisfied with the results of the First Program (in its sole discretion, acting reasonably), the Company will, within one year of Closing, issue 7,000,000 Shares and 7,000,000 Consideration Warrants (the "Second Issuance");

4. if the Company has made the Second Issuance, the Company will, subject to the necessary permits being granted, within two years of Closing incur a further not less than $1,000,000 in exploration expenditures on the Property in respect of a maiden drill program (the "Final Program"); and

5. if the Company is satisfied with the results of the Final Program (in its sole discretion, acting reasonably), the Company will issue 8,000,000 Shares and 8,000,000 Consideration Warrants.

Each Consideration Warrant will be exercisable for one post-Consolidation (as defined below) Share at a price of $0.50 per Share for two years from the date of grant. The Company may at any time, in its sole discretion, issue all of the Shares and Consideration Warrants and the corresponding expenditure requirements will be deemed satisfied. The Company is not obligated to complete the First Program or the Final Program, nor to make the Second Issuance or the Final Issuance, if the results of the applicable program do not meet its expectations, in its sole discretion.

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

The Option Agreement may be terminated: (i) by mutual written agreement; (ii) by the Company, in its absolute discretion, at any time prior to each of the First Issuance, Second Issuance and Final Issuance if it is not satisfied with the results of the corresponding exploration program, effective 10 days after written notice to TEDC; (iii) automatically, if the CSE rejects the Transaction or the Consolidation and all rights of appeal have been exhausted; and (iv) automatically, on an uncured material breach by either party of its representations, warranties or covenants.

TEDC deals at arm's length with the Company. The consideration payable under the Option Agreement was established as a result of arm's length negotiations between the Company and TEDC. TEDC will continue to operate independently of the Company following Closing.

Delisting, Consolidation and Name Change

Prior to and as a condition of Closing, the Company will complete the following steps, in the following order:

1. the voluntary delisting of the Shares from the NEX board of the TSX Venture Exchange (the "TSXV") in accordance with TSXV Policy 2.9 - Trading Halts, Suspensions and Delisting (the "Delisting");

2. a change of the Company's name to "Tungsten Eagle Development Corp." or such other name as may be determined by the Company and accepted by the applicable regulatory authorities (the "Name Change"); and

3. a consolidation of the Shares on the basis of one post-consolidation Share for every two pre-consolidation Shares (the "Consolidation").

Completion of the Delisting is subject to the final approval of the TSXV. Completion of the Consolidation, the Transaction and the listing of the Shares on the CSE (the "Listing") are subject to the final approval of the CSE. The Delisting and the Transaction are also subject to the approval of the board of directors and the shareholders of the Company and of the board of directors of TEDC.

The Shares have been halted from trading since January 30, 2026 in connection with the Transaction and will remain halted until such time as permitted under the policies of the TSXV and the CSE.

Concurrent Financing

In connection with the Transaction, the Company will complete a concurrent non-brokered private placement financing (the "Concurrent Financing") of a minimum of 10,000,000 and a maximum of 11,000,000 units (the "Units") at a price of $0.50 per Unit, for aggregate gross proceeds of a minimum of $5,000,000 and a maximum of $5,500,000.

Each Unit will consist of one Share and one-half of one share purchase warrant (each whole warrant, a "Concurrent Financing Warrant"). Each whole Concurrent Financing Warrant will be exercisable to acquire one Share at a price of $1.00 per Share for two years from the date of issuance, subject to acceleration provisions in favour of the Company. The Units will not be subject to the Consolidation. The Concurrent Financing will close concurrently with Closing and is subject to the approval of the CSE.

The Company will pay cash finder's fees of 7% of the gross proceeds raised from investors introduced by certain brokers. As at the date of the Listing Statement, the aggregate amount payable to such brokers was $193,500.

All Shares and Concurrent Financing Warrants issued pursuant to the Concurrent Financing, and all Shares and Consideration Warrants issued to TEDC under the Option Agreement, 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. Upon Listing, none of the securities of the Company will be subject to escrow.

In addition, all Shares issued under the Concurrent Financing will be subject to a voluntary contractual restriction on trading, under which such Shares will become unrestricted as to (i) 30% on the date that is four months from issuance, (ii) a further 30% on the date that is eight months from issuance, and (iii) the remaining 40% on the date that is twelve months from issuance.

The Company will announce the final amount of the Concurrent Financing by way of a subsequent news release on Closing.

Annual General and Special Meeting

The Company has called an annual general and special meeting of its shareholders (the "Meeting") to be held at 11:00 a.m. (Vancouver time) on September 21, 2026 at 20th Floor, 885 West Georgia Street, Vancouver, British Columbia. The record date for determining shareholders entitled to receive notice of and to vote at the Meeting is August 19, 2026 (the "Record Date"). As at the Record Date, there were 86,226,758 Shares issued and outstanding, each carrying one vote.

At the Meeting, in addition to receiving the audited financial statements of the Company for the financial year ended December 31, 2025 and the report of the auditor thereon, shareholders will be asked to consider and, if thought fit, to pass ordinary resolutions:

1. fixing the number of directors of the Company at five and electing each of Fiona Keating, Avrom E. Howard, Ryan Cheung, Dominic Stann and Jason Latkowcer as directors;

2. appointing Charlton & Company as auditor of the Company and authorizing the directors to fix the auditor's remuneration;

3. re-approving the Company's existing "rolling" 10% stock option plan and authorizing the Company to grant options thereunder;

4. approving the Transaction, including the acquisition of the Liberty Ridge Property and the listing of the Shares on the CSE, which constitutes a Fundamental Change under CSE Policy 8 (the "Transaction Approval Resolution");

5. authorizing the Company to apply to voluntarily delist the Shares from the NEX board of the TSXV in accordance with TSXV Policy 2.9 (the "Delisting Resolution"); and

6. approving the adoption of a 10% rolling omnibus equity incentive plan providing for the grant of stock options, restricted share units, performance share units and deferred share units, conditional upon and effective as of completion of the Transaction, which plan is intended to replace the Company's existing stock option plan.

Each of the matters to be acted upon at the Meeting is an ordinary resolution requiring the approval of a majority of the votes cast in respect of that resolution by shareholders present in person or represented by proxy at the Meeting. In addition, pursuant to CSE Policy 8 and TSXV Policy 2.9, each of the Transaction Approval Resolution and the Delisting Resolution must be approved by a majority of the votes cast excluding the votes attaching to Shares held by promoters, directors, officers and other insiders of the Company (the "Excluded Shares"). To the knowledge of management, there were 309,157 Excluded Shares as at the Record Date. The Transaction can only proceed if each of the Transaction Approval Resolution and the Delisting Resolution is passed.

Shareholders are not entitled to dissent rights under the Business Corporations Act (British Columbia) in respect of any of the matters to be considered at the Meeting. Proxies must be deposited with Endeavor Trust Corporation no later than 11:00 a.m. (Vancouver time) on September 17, 2026, or at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before any adjournment or postponement of the Meeting. Non-registered holders should provide voting instructions by the earlier deadline specified by their intermediary. Beneficial shareholders located in the United States must also obtain a valid legal proxy from their intermediary and submit it to Endeavor Trust Corporation by the same deadline, as more particularly described in the Information Circular.

Shareholders are encouraged to review the Information Circular and the Listing Statement carefully and to vote their Shares in advance of the proxy deadline.

The Liberty Ridge Property

The Property comprises 269 contiguous unpatented BLM lode mining claims covering 5,351 acres (2,165.5 hectares, or 21.65 square kilometers) in Elko County, northeastern Nevada - a top-tier North American mining jurisdiction with established infrastructure and a well-defined permitting framework. The Property consolidates a contiguous, district-scale land position over an area with a documented history of tungsten mineralization dating to the 1950s. The Property is prospective for intrusive-related, contact-skarn tungsten mineralization, together with peripheral silver and molybdenum occurrences, as described in the Technical Report.

Historical Exploration

The Liberty Ridge property has been the recipient of exploration efforts going back to the discovery of tungsten mineralization in the Indian Springs area during the 1950s, including companies such as Placer Amex, Union Carbide, Utah International, and, most recently, Galway Resources (2005-2008). Historical drilling records across the Liberty Ridge property are incomplete; however, available data indicate that the tungsten-bearing intrusive system characteristic of the district continues in outcrop, and possibly subcrop, onto the Liberty Ridge property in a number of directions, together with the contact-skarn and associated alteration zones that host tungsten mineralization in the area. Additionally, within and peripheral to the documented intrusive outcrop areas on the Liberty Ridge property are a number of molybdenum and silver occurrences (and one artisanal-scale historical silver mine), together with a heretofore unexplained arsenic anomaly, potentially indicative of a peripheral epithermal mineral system.

Additional details may be found in the Technical Report.

Phase 1 Work Program

Tungsten Eagle Development Corp., on behalf of the Company, recently completed a reconnaissance exploration program, comprising a preliminary program of lithogeochemical (rock) and soil sampling across the Property, the latter comprising 2,171 samples. Both rock and soil sample results have confirmed the historical documentation of anomalous levels of tungsten and related elements at a number of locations across the Property. Details may be found in the Technical Report.

More recently, the Company has secured a drilling permit from the BLM in respect of 27 drill sites over priority target areas on the Property where historical drill data suggest the potential for additional tungsten mineralization. Planned drill holes will target priority historical drill locations to confirm historical results, and then test areas on strike and down-dip. Concurrently, a Phase 2 field program will be undertaken, comprising more detailed geological, structural and alteration mapping, along with sampling, based on an understanding of the known tungsten mineral system in the immediate area and the critical lithological, structural and alteration features associated with it.

Liberty Ridge is an early-stage exploration property. No mineral resource or mineral reserve has been established on the Property, and there is no certainty that exploration on the Property will result in the delineation of a mineral resource or mineral reserve or in an economically viable operation.

Tungsten Market Context

Tungsten is designated a critical mineral by the U.S. Geological Survey and is essential to defense and advanced-manufacturing supply chains, including munitions, aerospace, semiconductors and carbide tooling. Global supply is highly concentrated: China controls an estimated 80% of world tungsten supply, and beginning in February 2025 imposed export controls on tungsten citing national-security grounds. The United States produces virtually no tungsten domestically and remains majority import-reliant.

U.S. policy has moved decisively to address this dependence. In January 2026, the White House directed action on the national-security implications of reliance on imported critical minerals, and in February 2026 the U.S. Defense Industrial Base Consortium solicited proposals to expand domestic supply of tungsten and other critical minerals. The Company believes the Property is well positioned to participate in this growing focus on secure, U.S.-based tungsten supply.

Management Commentary

"Receiving conditional approval from the CSE and filing our Listing Statement and Information Circular are significant steps toward completing this transaction," said Fiona Keating, Chief Executive Officer of Patriot. "We now look forward to putting the Transaction to our shareholders at the Meeting and, subject to their approval and the final approval of the CSE, to advancing exploration at Liberty Ridge."

Directors and Officers Following the Transaction

On Closing, it is anticipated that the board of directors of the Company will consist of Fiona Keating, Ryan Cheung, Avrom E. Howard, Dominic Stann and Jason Latkowcer, and that management will consist of Fiona Keating (Chief Executive Officer), Ryan Cheung (Chief Financial Officer and Corporate Secretary) and Avrom E. Howard (Vice President, Exploration). Each of Dominic Stann and Jason Latkowcer is considered independent within the meaning of National Instrument 52-110 - Audit Committees. Biographies of each of the proposed directors and officers are set out in the Listing Statement and the Information Circular.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Darcy J. Christian, P.Geo., a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, and the author of the Technical Report. Mr. Christian is independent of the Company.

About Patriot Resources Corp.

Patriot Resources Corp. is a British Columbia company listed on the NEX board of the TSXV under the symbol "MAGA.H". Following completion of the Transaction, the Company will be renamed "Tungsten Eagle Development Corp." and will be a mineral exploration company whose principal business will be the exploration of the Liberty Ridge Property in Elko County, Nevada. The Company does not operate a mine.

Further Information

Additional information in respect of the Transaction, the Liberty Ridge Property, the Concurrent Financing and the Meeting is contained in the Listing Statement, the Information Circular, and the Technical Report, each of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca. The Company will provide further details in respect of Closing in due course by way of a subsequent news release.

For further information, please contact:

Patriot Resources Corp.
Fiona Keating, Chief Executive Officer
Telephone: 604-845-8350
Email: [email protected]

Completion of the Transaction is subject to a number of conditions, including but not limited to approval of the Transaction Approval Resolution and the Delisting Resolution by the shareholders of the Company at the Meeting, completion of the Delisting, the Name Change and the Consolidation, completion of the Concurrent Financing, receipt of all required regulatory approvals including the final approval of the CSE, and satisfaction of the other conditions set out in the Option Agreement. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Listing Statement and the Information Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

All information contained in this news release with respect to the Company and TEDC was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

The CSE has not in any way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

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 described herein 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 requirements is available.

Cautionary Statement Regarding Forward-Looking Information

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to its future business activities and operating performance.

Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes", or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur, be achieved or come to pass. Forward-looking information in this news release includes, without limitation, information regarding: the completion and timing of the Transaction, the Delisting, the Name Change, the Consolidation and the Listing; the holding of the Meeting and the approval of the resolutions to be put before it; the completion, size, timing and terms of the Concurrent Financing; the timing, scope, cost and results of the exploration and drilling programs on the Liberty Ridge Property; the composition of the board and management of the Company following Closing; and the outlook for tungsten markets and for U.S. critical minerals policy.

Forward-looking information is based on currently available competitive, financial and economic data and on operating plans, strategies and beliefs as of the date of this news release, but involves known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others: that the required shareholder, TSXV and CSE approvals may not be obtained on the terms or in the timeframe anticipated, or at all; that the Concurrent Financing may not be completed in the amounts or on the terms anticipated; that the Option Agreement may not be entered into or may be terminated in accordance with its terms; that the necessary permits may not be obtained; that exploration results may not meet expectations; that no mineral resource or mineral reserve has been established on the Liberty Ridge Property; that historical exploration results referred to herein have not been verified and may not be indicative of mineralization on the Liberty Ridge Property; and that market, commodity price and geopolitical conditions may change. A more complete discussion of the risks and uncertainties facing the Company is set out in the Listing Statement under the heading "Risk Factors".

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

SOURCE: Patriot Resources Corp.

View the original press release on ACCESS Newswire

Bouchard--SMC