Star Metro - Patriot Resources Corp. Announces Results of Annual General and Special Meeting, Voluntary Delisting from the TSX Venture Exchange and Anticipated Listing on the Canadian Securities Exchange

VANCOUVER, BC / ACCESS Newswire / September 25, 2026 / Patriot Resources Corp. (the "Company") (NEX:MAGA.H) announces the results of its annual general and special meeting of shareholders held on September 21, 2026 (the "Meeting") and that, following receipt of shareholder approval at the Meeting, its board of directors has approved the voluntary delisting of the common shares of the Company (the "Shares") from the NEX board of the TSX Venture Exchange (the "TSXV") (the "Delisting"). The Delisting is being undertaken in connection with the Company's previously announced fundamental change transaction (the "Transaction") and proposed listing of the Shares on the Canadian Securities Exchange (the "CSE"). The Shares are expected to be delisted from the NEX board of the TSXV effective at the close of market on September 29, 2026 and, subject to final approval of the CSE, to commence trading on the CSE under the symbol "MAGA" at market open on September 30, 2026.

Results of Annual General and Special Meeting

At the Meeting, shareholders approved all matters put before them, including:

• fixing the number of directors at five (5) and electing Fiona Keating, Ryan Cheung, Dominic Stann, Avrom E. Howard and Jason Latkowcer as directors of the Company;
• re-appointing Charlton & Company, Chartered Professional Accountants, as auditors of the Company and authorizing the directors to fix their remuneration;
• re-approving the Company's stock option plan;
• approving the Transaction, by a majority of the votes cast excluding the votes of shareholders required to be excluded under the policies of the CSE;
• approving the Delisting, by a majority of the votes cast excluding the votes of shareholders required to be excluded under TSXV Policy 2.9 - Trading Halts, Suspensions and Delisting; and
• approving the Company's 10% rolling omnibus equity incentive plan (the "Omnibus Plan"), which will become effective on completion of the Transaction and will replace the Company's stock option plan.

A total of 41,502,418 Shares, representing approximately 48.13% of the issued and outstanding Shares as at the record date, were represented at the Meeting.

Delisting from the TSXV

Following receipt of shareholder approval at the Meeting, the board of directors of the Company approved the Delisting on September 25, 2026. The Company has applied to the TSXV for the Delisting. It is expected that the TSXV will issue a bulletin confirming that the Shares will be delisted from the NEX board of the TSXV effective at the close of market on September 29, 2026.

The CSE has conditionally approved the listing of the Shares. The Company will file its final documents with the CSE in satisfaction of the conditions of the CSE's conditional approval. Subject to receipt of final approval of the CSE, the Shares are expected to commence trading on the CSE under the symbol "MAGA" at market open on September 30, 2026, on a post-consolidation basis and under the Company's new name, "Tungsten Eagle Development Corp." There can be no assurance that the CSE will grant final approval for the listing of the Shares or that trading will commence on the anticipated date. The Company will remain a reporting issuer in British Columbia, Alberta and Saskatchewan.

Completion of the Transaction

Pursuant to the Transaction, the Company, through its wholly-owned subsidiary Tungsten Eagle (U.S.A.) Ltd., will be granted an option to acquire a 100% interest in the Liberty Ridge Property, comprising 269 unpatented lode mining claims in Elko County, Nevada, from an arm's length party. Following the Delisting, and in connection with the completion of the Transaction, the Company intends to:

• consolidate the Shares on the basis of one (1) post-consolidation Share for every two (2) pre-consolidation Shares;
• change its name from "Patriot Resources Corp." to "Tungsten Eagle Development Corp.";
• enter into the definitive option agreement in respect of the Liberty Ridge Property and issue the initial tranche of 5,000,000 Shares and 5,000,000 Share purchase warrants thereunder;
• close a non-brokered private placement of a minimum of 10,000,000 and a maximum of 11,000,000 units at a price of $0.50 per unit, for gross proceeds of a minimum of $5,000,000 and a maximum of $5,500,000, with each unit consisting of one Share and one-half of one Share purchase warrant, and each whole warrant entitling the holder to acquire one Share at a price of $1.00 for two years from the date of issuance, subject to acceleration (the "Concurrent Financing"); and
• list the Shares on the CSE under the symbol "MAGA".

Completion of the Transaction and the Concurrent Financing is expected to occur on or about September 29, 2026, following the Delisting, and subject to the satisfaction of all conditions, including receipt of final approval of the CSE and confirmation that the Shares will commence trading on the CSE under the symbol "MAGA" at market open on September 30, 2026. The Company will issue a further news release upon completion of the Transaction and the Concurrent Financing.

Full details of the Transaction are set out in the Company's management information circular dated August 20, 2026 and listing statement dated August 31, 2026, each of which is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

About Patriot Resources Corp.

Patriot Resources Corp. is a reporting issuer in British Columbia, Alberta and Saskatchewan whose Shares are currently listed on the NEX board of the TSXV. Upon completion of the Transaction, the Company will be renamed "Tungsten Eagle Development Corp." and will be a mineral exploration company focused on the exploration of the Liberty Ridge tungsten-silver property in Elko County, Nevada.

On behalf of the Board of Directors

Fiona Keating
Chief Executive Officer

For further information, please contact:

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

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation. Forward-looking information is often, but not always, identified by words such as "anticipate", "believe", "plan", "expect", "intend", "estimate", "potential", "proposed", "scheduled", "may", "will", "would", "could" or "should", or the negative of these terms or similar expressions. Forward-looking information in this news release includes, but is not limited to, statements regarding: the Delisting and its expected effective date; the expected issuance by the TSXV of a bulletin in respect of the Delisting; the proposed consolidation of the Shares and change of the Company's name, and the timing thereof; the entering into of the definitive option agreement in respect of the Liberty Ridge Property and the issuance of Shares and Share purchase warrants thereunder; the completion of the Concurrent Financing, including the number of units to be issued and the gross proceeds to be raised; the expected completion and timing of the Transaction; the receipt of final approval of the CSE and the listing of the Shares on the CSE; the expected commencement of trading of the Shares on the CSE on September 30, 2026 on a post-consolidation basis and under the Company's new name; the effectiveness of the Omnibus Plan; and the Company's anticipated business focus following completion of the Transaction.

Forward-looking information is based on the opinions, estimates and assumptions of management that, while considered reasonable as at the date of this news release, are inherently subject to significant business, economic, competitive, political and regulatory uncertainties. In making the forward-looking statements in this news release, the Company has assumed, among other things, that: the TSXV will issue its bulletin and effect the Delisting on the expected date; the CSE will grant final approval for the listing of the Shares in accordance with the anticipated timeline; the consolidation of the Shares and the change of the Company's name will become effective prior to the commencement of trading of the Shares on the CSE; all conditions to completion of the Transaction, including those under the definitive option agreement, will be satisfied or waived in a timely manner; subscriptions and funds for not less than the minimum amount of the Concurrent Financing will be received; and there will be no material adverse change in the business or affairs of the Company or in general economic, market or regulatory conditions prior to completion of the Transaction.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied by such information, including, among others: delays in, or the failure to obtain, the issuance of the TSXV bulletin or the final approval of the CSE; the failure to satisfy the conditions to completion of the Transaction, or the termination of the definitive option agreement; the failure to complete the minimum amount of the Concurrent Financing; delays in giving effect to the consolidation of the Shares or the change of the Company's name; the risk that the Transaction will not be completed on the anticipated terms or timeline, or at all, including as a result of a decision by the board of directors of the Company not to proceed with all or any part of the Transaction; delays in the commencement of trading of the Shares on the CSE and the absence of a public market for the Shares in the event of any such delay; potential volatility and limited liquidity in the trading price of the Shares following their listing on the CSE; the speculative nature of mineral exploration and the absence of any mineral resources or mineral reserves on the Liberty Ridge Property; delays in obtaining, or the failure to obtain, required permits; title risks associated with unpatented mining claims; the Company's need for additional financing; volatility in the prices of tungsten and silver; changes in applicable laws, regulations and government policies in Canada and the United States; and the other risk factors described in the Company's listing statement dated August 31, 2026, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that the Transaction will be completed as proposed or at all, or that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

The forward-looking information contained in this news release is made as of the date hereof and is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

SOURCE: Patriot Resources Corp.

View the original press release on ACCESS Newswire

A.Gagnon--SMC